Foremost Clean Energy Secures Shareholder Approval for Spin-Out

Foremost Clean Energy Secures Shareholder Approval for Spin-Out

Foremost Clean Energy Ltd. (NASDAQ: FMST) is embarking on an exciting new chapter following the recent shareholder approval of a strategic spin-out. This decisive moment will enable current shareholders to receive two shares of Rio Grande Resources Ltd. for every Foremost share they hold, setting the stage for greater growth opportunities within both companies.

Spin-Out Details and Shareholder Approval

The successful plan of arrangement was confirmed during the annual general and special meeting, where an overwhelming 99.86% of participating shareholders expressed their support for the initiative. This arrangement involves spinning out Foremost’s gold and silver properties, collectively known as the Winston Property, to Rio Grande, a wholly-owned subsidiary of Foremost.

Meeting Highlights and Company Governance

In addition to the spin-out approval, the meeting also underscored several key governance aspects, including:

• The board of directors will consist of six individuals, with Jason Barnard, David Cates, Johnathan More, Andrew Lyons, Douglas L. Mason, and Amanda Willett elected for the coming year.
• MNP LLP was appointed as the Company’s auditors, reinforcing the commitment to transparency and accountability.
• The approval of the amended stock incentive plan ensures that the company remains competitive in attracting top talent.
• A stock incentive plan was also approved for Rio Grande, which will take effect on the closing date of the arrangement.

Executive Comments and Future Outlook

Jason Barnard, the President and CEO of Foremost, expressed his gratitude towards shareholders, stating, "Today marks a significant milestone for our company as the plan of arrangement to spin out the Winston Gold Silver Property has been overwhelmingly approved. I would like to extend my heartfelt gratitude to all our investors for their trust and support in this vision." His acknowledgment of outgoing board member Mike McLeod highlighted the leadership's commitment to progress and teamwork.

What Does This Mean for Shareholders?

Following the completion of the spin-out, shareholders will hold shares in both Foremost, focused on uranium and lithium exploration in North America, and Rio Grande, which will be dedicated to advancing the Winston Property. Both companies are expected to thrive post-spin-out, as they can pursue tailored strategies suited to their respective markets.

Subject to customary approvals, including those from the Supreme Court of British Columbia and the Canadian Securities Exchange (CSE), the spin-out is projected to take effect in early January 2025. Upon its completion, the Foremost shares will continue trading on the CSE under the symbol FAT and NASDAQ under FMST.

Amanda Willett Joins the Board

In a move towards strengthening leadership, Amanda Willett has been appointed as the newest independent director. With extensive experience in mergers, acquisitions, and corporate governance, Willett brings a wealth of knowledge from her previous role as Vice President Legal and Corporate Secretary at Denison Mines Corp. Foremost's leadership believes Willett's expertise will enhance the governance and strategic direction of the company.

Continued Growth in Uranium and Lithium Markets

As the global demand for sustainable energy solutions rises, Foremost's focus on uranium and lithium exploration positions it well within the North American markets. The company's strategy emphasizes collaboration with industry partners, including Denison (TSX: DML, NYSE American: DNN), to uncover critical resources crucial for clean energy production.

Foremost Clean Energy’s portfolio encompasses over 330,000 acres in the renowned Athabasca Basin for uranium and various lithium projects across 55,000+ acres in Manitoba and Quebec. This broad footprint not only showcases Foremost's commitment to resource exploration but also underlines its ambition in contributing to the clean energy transition.

Frequently Asked Questions

What is the significance of the spin-out?

The spin-out allows Foremost shareholders to gain shares in a new company, Rio Grande, focusing exclusively on gold and silver properties, thereby potentially increasing their investment value.

When is the expected effective date of the spin-out?

The effective date of the spin-out is anticipated to occur in January 2025, pending necessary approvals.

Who are the appointed directors of Foremost?

The board includes Jason Barnard, David Cates, Johnathan More, Andrew Lyons, Douglas L. Mason, and newly appointed Amanda Willett.

What commodities does Foremost focus on?

Foremost is primarily focused on uranium and lithium exploration, with projects located across North America.

How does this spin-out affect existing shares?

For every share of Foremost owned, shareholders will receive two shares of Rio Grande, effectively doubling their shareholding in the newly established entity.

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