Foremost Lithium enters property acquisition agreement with Denison Mines

Foremost Lithium Resource & Technology (FMST) has executed a property acquisition agreement with Denison Mines Corp. (DNN), which grants Foremost an option to acquire up to 70% of Denison’s interest in 10 uranium exploration properties, along with other ancillary agreements. Pursuant to the Transaction, Foremost will provide Denison with consideration, including cash, stock, and/or future exploration spending commitments by Foremost. The Transaction is subject to regulatory approvals. In connection with the Transaction, Foremost intends to change its name to “Foremost Clean Energy Ltd.” Under the terms of the Option Agreement, Foremost may acquire up to 70% of Denison’s interest in the Exploration Properties. Denison currently has 100% ownership in all of the properties except for Hatchet Lake, where Denison currently owns 70.15%, subject to a joint venture with Eros Resources Corp. In the case of Hatchet Lake, Foremost may earn up to a 51% interest in the joint venture, representing slightly over 70% of Denison’s current ownership interest. The Option Agreement outlines three phases, as summarized below: Phase 1: To earn an initial 20% interest in the Exploration Properties, on or before October 7, 2024, Foremost’s obligations include: Issuing 1,369,810 of the Company’s common shares to Denison; Appointing one director to Foremost’s Board of Directors immediately on the Effective Date; Appointing a Technical Advisor to Foremost at Denison’s election; and Entering into an Investor Rights Agreement providing for, among other things: The appointment by Denison of up to two individuals to the board of directors of Foremost; and A pre-emptive equity participation right to invest in Foremost’s Common Shares to maintain its 19.95% interest. Phase 2: To earn an additional 31% interest in the Exploration Properties, on or before 36 months following the Effective Date, Foremost’s obligations include: Paying $2,000,000, in cash or Common Shares or a combination thereof, at the discretion of Foremost to Denison; and Incurring $8,000,000 in exploration expenditures on the Exploration Properties. If the conditions of Phase 2 are not satisfied, Foremost shall forfeit its interests in and rights to the Exploration Properties. Phase 3: To earn an additional 19% interest in the Exploration Properties, on or before 36 months following the successful completion of Phase 2, Foremost’s obligations include: Paying $2,500,000, in cash or Common Shares or a combination thereof, at the discretion of Foremost to Denison; and Incurring $12,000,00 in exploration expenditures on the Exploration Properties. If the conditions of Phase 3 are not satisfied, Foremost shall forfeit a portion of its interests in and rights to the Exploration Properties such that Denison’s interests in the Exploration Properties will be increased to 51% and operatorship shall revert to Denison. Upon the successful completion of the Option Agreement, the parties would enter into a formal joint venture agreement in respect of the Exploration Properties where the initial ownership interests of Foremost and Denison will be determined based on satisfaction of conditions pursuant to the Option Agreement.