Carmanah Minerals (CSE:CARM) focuses on the acquisition and exploration of energy, critical elements and precious metals exploring its flagship Walker Uranium Project situated in the Athabasca Basin. Carmanah Minerals acquired Hare Hill, a rare earths project tied to both York Harbor's Bottom Brook Property and the Baie Verte Brompton Project.
Carmanah's Walker project is located within the zone and is directly tied to Cameco's properties, which run along the Key Lake Shear Zone and host ten uranium showings with multiple exploration and magnetic survey (EM) targets. Carmanah jointly owns and operates the Walker Claims with Marvel Discovery Corporation (TSXV:MARV), with each company holding a 50-percent stake.
Hare Hill Pluton is a rare earth element project directly contiguous to York Harbour Metals' (TSXV:YORK) recent Bottom Brook Acquisition. It is also adjacent to Falcon Gold’s (TSXV:FG) and Marvel Discovery's Baie Verte Brompton Projects. The project covers 1,564 claims totaling 39,100 hectares in central Newfoundland.
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Carmanah Minerals Corp. has announced a two (2) for one (1) stock split of its issued and outstanding common shares. Each shareholder of record as of the close of business on the record date will receive one (1) additional share for each share held on such date.
Trading will commence on an ex-distribution basis on May 7, 2024.
Upon completion of the split, there will be approximately 46,416,770 shares issued and outstanding.
All open orders will be purged from the book at the market close on May 6, 2024. Dealers are reminded to re-enter their orders.
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Carmanah Minerals Corp. a annoncé un fractionnement d'actions de deux (2) pour une (1) de ses actions ordinaires émises et en circulation. Chaque actionnaire inscrit à la fermeture des bureaux à la date d'enregistrement recevra une (1) action supplémentaire pour chaque action détenue à cette date.
La négociation débutera sur une base ex-distribution le 7 mai 2024.
Une fois le fractionnement réalisé, environ 46 416 770 actions seront émises et en circulation.
Toutes les commandes ouvertes seront supprimées du registre à la clôture du marché le 6 mai 2024. Il est rappelé aux concessionnaires de saisir à nouveau leurs commandes.
| Trading on a Split Basis/Négociation sur une base divisé : | Le 7 mai/May 2024 |
| Record Date/Date d'enregistrement : | Le 8 mai/May 2024 |
| CUSIP & ISIN : | 14317M100/CA14317M1005 |
If you have any questions or require further information please contact Listings at (416) 367-7340 or E-mail: Listings@thecse.com.
Pour toute question, pour obtenir de l'information supplémentaire veuillez communiquer avec le service des inscriptions au 416 367-7340 ou par courriel à l'adresse: Listings@thecse.com.
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Carmanah Minerals Corp. (CSE:CARM), ("Carmanah" or the "Company") wishes to announce the record date for the Company's two for one (2:1) stock split of its common shares (the "Stock Split") previously announced on November 9, 2023
The record date of the Stock Split has been fixed on May 8, 2024. (the "Record Date"). The Stock Split is conducted on a "push-out basis," with each shareholder of record of the Company as of the close of business on the Record Date receiving one (1) additional common share for each common share held on such date from the Company's transfer agent, Odyssey Trust Company. Shareholders of the Company do not need to take any action with respect to the Stock Split and there is no change to the CUSIP/ISIN number for the Company's common shares in connection with the Stock Split.
Following completion of the Stock Split, the Company will have approximately 46,416,770 common shares outstanding. The common shares will begin trading on a post-Stock Split basis under the existing stock ticker symbol effective at the opening of markets on May 7, 2024.
Outstanding stock options and share purchase warrants will also be adjusted by the Stock Split ratio and the respective exercise prices of outstanding stock options and share purchase warrants will be adjusted accordingly.
For further information, please view the Company's filings at www.sedarplus.ca.
ON BEHALF OF THE BOARD
Fraser Rieche
Chief Executive Officer, Director
Email:info@carmanahcorp.ca
Telephone: +1 (604) 716-1036
Disclaimer for Forward-Looking Information:
This news release includes certain forward‐looking statements and forward‐looking information (collectively, "forward‐looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward‐looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "will", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward‐looking statements in this news release, the Company has applied several material assumptions. Readers are cautioned not to place undue reliance on forward‐looking statements. The Company undertakes no obligation to update any of the forward‐looking statements in this news release except as otherwise required by law.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
SOURCE:Carmanah Minerals Corp.
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February 8, 2024 TheNewswire - Vancouver, B.C. Carmanah Minerals Corp. (CSE:CARM), ( "Carmanah " or the "Company" ) is pleased to announce the appointment of Wall Street Veteran Michael Moen to the Company's board of Directors effective February 5, 2024. With over two decades of experience in financial markets and investment strategies, Moen brings a wealth of expertise to the Company's leadership team with a focus on natural resources.
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November 09, 2023 TheNewswire - Vancouver, B.C. Carmanah Minerals Corp. (CSE:CARM), ( "Carmanah " or the "Company" ) announces that it intends to forward split its common shares ("Common Shares") on the basis of two (2) new Common shares for each one (1) Common Share currently outstanding (the "Share Split"). Each shareholder of record of the Company as of the close of business on the record date will receive one (1) additional share for each share held on such date.
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August 22, 2023 TheNewswire - Vancouver, B.C. Carmanah Minerals Corp. (CSE:CARM), ( "Carmanah " or the "Company" ) is pleased to announce the commencement of a detailed regional and property specific structural geophysical interpretation of the corporation's Saskatchewan Uranium Project with its Joint Venture partner Marvel Discovery. The Interpretation includes using advanced technology leveraging machine learning to transform the mineral discovery process.
Fraser Rieche, Interim Chief Executive Officer, commented, "Carmanah's Walker Project presents a tremendous opportunity in Canada's Athabasca Basin. The project is perfectly situated along the Key Lake fault and is home to some of the largest Uranium Reserves in Canada. Using AI-drill-targeting allows us to get a better in-depth understanding of the structural traps which is vital to our drill-target selection process. We are pleased to be working with Marvel Discovery and their geological team, giving us an edge and a better chance for success with the common goal of a tier 1 discovery."
The claims coincide with a regional-scale NNE-trending shear zone that forms the tectonic boundary between the Mudjatik Domain and Wollaston Domain of the Hearne Province. The shear zone can be mapped from regional aeromagnetic images and has a strike length of at least 400 kilometres extending beneath cover rocks of the Athabasca Basin, approximately 60 km to the north. The highly prospective Athabasca Basin is home to numerous unconformity-type uranium deposits whose locations are controlled by the positions of major faults in the underlying crystalline basement rocks.
The pattern of structures within the claims, indicate that the two major rock groups are intensely polydeformed with complex fold interference patterns suggesting a regional east-dipping, sinistral transpressional belt that is now preserved as the Wollaston-Mudjatik Transition Zone (WMTZ), a prospective zone, along which the majority of known Uranium and REE occurrences are documented.
Like its neighbor to the west, the Arrow deposit, owned by NexGen Energy, lies along a similar structural corridor as the Carmanah property. The Arrow deposit, which has undergone a positive feasibility study with robust economics, contains probable reserves of 239.6 million pounds of U3O8 at an average of 2.37 per cent U3O8, and measured and indicated resources of 256.7 million pounds at an average grade of 3.1 per cent U3O8. The Arrow deposit is the largest undeveloped uranium deposit in Canada of 256.7 million lb at an average grade of 3.1 per cent U3O8. The Arrow deposit is the largest undeveloped uranium deposit in Canada.
Carmanah signed a joint venture agreement with Marvel Discovery on October 5, 2022, to earn a 50-per-cent interest in the Walker claims located in the Athabasca basin, Saskatchewan. Upon completion of the earn-in by Carmanah, Marvel and Carmanah would each own 50 per cent of the project.
Click Image To View Full Size
Figure 1.
Location of Walker JV, the Highway North and KLR claim groups along the Key Lake Fault with prominent VTEM conductor trends.
Qualified Person
Mike Kilbourne, P. Geo, an independent qualified person as defined in National Instrument 43-101, has reviewed, and approved the technical contents of this news release on behalf of the Company.
About Carmanah Minerals Corp.
Carmanah Minerals Corp. is a Canadian junior exploration company focused on a diversified portfolio covering Precious Metals, Energy, and Critical Elements. The Company recently signed a Joint Venture agreement with Marvel Discovery Corp. to earn a 50% interest in the Walker Claims located along the prolific Key Lake fault adjacent to Cameco's Mine and Mill in the Athabasca Basin, Saskatchewan. The Walker Properties lie within the Wollaston‐Mudjactic transition zone (WMTZ) of the eastern Athabasca basin, which is host to the highest‐grade uranium mines in the world. The company also holds a 100% interest in the Hare Hill Pluton Rare Earth Project. This project comprises 162 claims totaling 4,050 hectares in Central Newfoundland and is directly contiguous to the "Bottom Brook Acquisition" by York Harbour Metals Inc. Carmanah has also entered an option agreement to acquire the Baie Verte Brompton Project in Central Newfoundland. This project is strategically located on a peninsula that hosts all of Newfoundland's current gold production, including Anaconda Mining Inc.'s Point Rousse gold mine and Rambler Metals Mining operations.
For further information, please view the Company's filings at www.sedar.com .
ON BEHALF OF THE BOARD
Chief Executive Officer and Director
Disclaimer for Forward-Looking Information:
This news release includes certain forward‐looking statements and forward‐looking information (collectively, "forward‐looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding future capital expenditures, anticipated content, commencement, and cost of exploration programs in respect of the Company's projects and mineral properties, anticipated exploration program results from exploration activities, resources and/or reserves on the Company's projects and mineral properties, the anticipated business plans and timing of future activities of the Company, anticipated completion of the Private Placements, including the approval of the Canadian Securities Exchange for the Private Placements, are forward‐looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "will", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward‐looking statements in this news release, the Company has applied several material assumptions, including without limitation, that market fundamentals will result in sustained precious and base metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration of the Company's properties, that the COVID19 global pandemic will not affect the ability of the Company to conduct the exploration program on its mineral properties, the availability of financing on suitable terms, and the Company's ability to comply with environmental, health and safety laws.
Forward‐looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward‐looking statements. Such risks and other factors include, among others, statements as to the anticipated business plans and timing of future activities of the Company, including the Company's proposed expenditures for exploration work on its mineral projects, the ability of the Company to obtain sufficient financing to fund its business activities and plans, delays in obtaining governmental and regulatory approvals (including of the Canadian Securities Exchange), permits or financing, changes in laws, regulations and policies affecting mining operations, risks relating to epidemics or pandemics such as COVID–19, as well as those factors discussed under the heading "Risk Factors" in the Company's prospectus dated April 4, 2022, and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue reliance on forward‐looking statements. The Company undertakes no obligation to update any of the forward‐looking statements in this news release except as otherwise required by law.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
Copyright (c) 2023 TheNewswire - All rights reserved.
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Shareholders are Encouraged to Vote in Favour of the Arrangement Resolution to Spin-Out the Winston Group of Gold & Silver Properties at the Shareholder Meeting to be now held on December 20, 2024
Foremost Clean Energy Ltd. ( NASDAQ: FMST ) ( CSE: FAT ) (" Foremost " or the " Company "), an emerging North American uranium and lithium exploration company, today announces that it has filed its notice of meeting of shareholders, management information circular dated November 12, 2024 (the " Circular ") and related documents (the " Meeting Materials ") with the applicable Canadian securities regulatory authorities in connection with its rescheduled 2024 Annual General and Special Meeting of Shareholders (the " Meeting "). The Meeting will now take place at 10:00 a.m. (Vancouver time) on Friday, December 20, 2024, at the offices of Stikeman Elliott LLP, Suite 1700, 666 Burrard Street, Vancouver, BC.
Shareholders of record on October 24, 2024, will be asked to consider amongst other things and, if deemed advisable, to pass, with or without variation, a special resolution (the " Arrangement Resolution "), approving a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the " Arrangement ") to facilitate the Spin-Out (as defined below). The Arrangement Resolution requires approval of at least 66 2/3% of the votes cast by shareholders at the Meeting. At the Meeting, shareholders will also be asked to consider ordinary resolutions relating to the number of directors, the election of directors and appointment of auditors of the Company for the ensuing year, as well as certain amendments to the Company's current stock incentive plan.
Rio Grande Resources Ltd.
Foremost's board of directors (the " Board ") has unanimously approved the strategic spin-out of the Winston Group of Gold and Silver Properties (the " Properties ") to Rio Grande Resources Ltd. (" Rio Grande "), a recently incorporated wholly-owned subsidiary of Foremost (the " Spin-Out "). Pursuant to the Arrangement, among other things, the Properties will be transferred to Rio Grande, and Foremost Shareholders will exchange each outstanding common share of Foremost (each a " Foremost Shares ") for one (1) new common share of Foremost and two (2) common shares of Rio Grande (the " Rio Grande Shares "). Foremost is expected to initially retain an approximate 19.95% interest in Rio Grande. Completion of the Arrangement is conditional upon, among other things, the listing of the Rio Grande Shares on the Canadian Securities Exchange (the " CSE ") or other stock exchange.
The Properties
The Properties span over 3,000-acres, with drill-ready targets, northwest of the town of Truth or Consequences covering the Chloride Mining District in Sierra County, New Mexico, United States. The Properties consist of 147 unpatented lode mining claims, including four (4) Little Granite claims and two (2) patented mining claims in both Ivanhoe and Emporia, for a total aggregate of 149 total mining claims. The Ivanhoe, Emporia and Little Granite mines, each produced high-grade gold and silver during their full-time operations over a century ago, with Little Granite producing high value ore from some of its underground shoots.
Rio Grande - Board Appointments
The Board also unanimously approved the proposed directors of Rio Grande, consisting of:
Jason Barnard – Chief Executive Officer & Director
Mr. Barnard has been the CEO, President, and Director of Foremost since 2022. He holds a Bachelor of Arts in Economics from Carleton University and completed the Canadian Securities Course in 1990. Mr. Barnard began his career as a stockbroker at McDermid St. Laurence Securities in 1991, focusing on mining and exploration companies. He later worked at Canaccord Genuity from 1997 to 2004. Transitioning to venture capital, he has raised nearly $500 million in equity for mining and exploration companies.
Raymond Strafehl – President & Director
Mr. Strafehl is the current President of Redline Minerals Inc. He has over two decades of experience in the finance and resource sectors, backed by a solid academic foundation in business, accounting, and economics. He has been a Director of Tearlach Resources Limited since 2019, serving as President and CEO until 2022 as well as a director of various TSX Venture Exchange companies. Mr. Strafehl served as Director and adviser to the $300 million merger of Valley High Ventures Ltd. and Levon Resources Ltd. in 2011., and was stock exchange trader, investment advisor, and registered commodity trading advisor for 22 years.
Richard Silas – Independent Director
Mr. Silas pulls on an extensive background with Canadian public companies, currently serving as Director and VP of Corporate Development at Guanajuato Silver Company Ltd., as well as Director and CFO of Northern Lion Gold Corp. Previously, he served as President and Director at Gold Standard Ventures Corp., Barksdale Resources Corp. and Lithoquest Diamonds Inc. (formerly Consolidated Westview Corp).
Voting Procedures
The Company encourages shareholders to vote in advance of the Meeting using either the form of proxy or the voting instruction form mailed to them or by accessing the Meeting Materials online at www.foremostcleanenergy.com/investors/shareholder-meeting or under the Company's profile on SEDAR+ ( www.sedarplus.ca ). Registered shareholders unable to attend the Meeting in person, and who wish to ensure that their Foremost Shares will be voted at the Meeting, are requested to complete, date and sign a form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular no later than December 18, 2024 at 10:00 a.m. The Meeting Materials have also been mailed and are being made available to shareholders in accordance with notice-and-access procedures and the interim order of the Supreme Court of British Columbia obtained by the Company on November 12, 2024 (the " Interim Order "). Copies of the Arrangement Resolution, the text of the plan of arrangement in respect of the Arrangement, the Interim Order and notice of hearing for the final order are attached to the Circular as schedules "B", "F", "G" and "H", respectively'. Shareholders are encouraged to review the Circular before voting.
About Foremost
Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is an emerging North American uranium and lithium exploration company with an option to earn up to a 70% interest in 10 prospective uranium properties (with the exception of the Hatchet Lake, where Foremost is able to earn up to 51%) spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin region of northern Saskatchewan. As the demand for carbon-free energy continues to accelerate, domestically mined uranium and lithium are poised for dynamic growth, playing an important role in the clean energy mix of the future. Foremost's uranium projects are at different stages of exploration, from grassroots to those with significant historical exploration and drill-ready targets. The Company's mission is to make significant discoveries, alongside and in collaboration with Denison Mines Corp. (TSX:DML, NYSE American: DNN), through systematic and disciplined exploration programs.
Foremost also has a portfolio of lithium projects at varying stages of development, which are located across 55,000+ acres in Manitoba and Quebec. For further information please visit the Company's website at www.foremostcleanenergy.com .
Contact and Information
Company
Jason Barnard, President and CEO
+1 (604) 330-8067
info@foremostcleanenergy.com
Investor Relations
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
FMST@mzgroup.us
www.mzgroup.us
Follow us or contact us on social media:
X: @fmstcleanenergy
Linkedin: https://www.linkedin.com/company/foremostcleanenergy
Facebook: https://www.facebook.com/ForemostCleanEnergy
Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented in this news release and oral statements made from time to time by representatives of the Company are or may constitute "forward-looking statements" as such term is used in applicable United States and Canadian laws and including, without limitation, within the meaning of the Private Securities Litigation Reform Act of 1995, for which the Company claims the protection of the safe harbor for forward looking statements. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the consummation and timing of the Arrangement, the receipt and timing of shareholder approval of the Arrangement, the anticipated benefits of the Arrangement, the receipt of Court, CSE or other consents and approvals relating to the Arrangement and the value of the Properties. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect," "is expected," "anticipates" or "does not anticipate," "plans," "estimates" or "intends," or stating that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, continuity of agreements with third parties and satisfaction of the conditions to the Transaction, risks and uncertainties associated with the environment, delays in obtaining governmental approvals, permits or financing. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company's ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this news release can be found in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities. and information. Please refer to the Company's most recent filings under its profile at on SEDAR+ at www.sedarplus.ca and on Edgar at www.sec.gov for further information respecting the risks affecting the Company and its business.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
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Denison Mines Corp. (" Denison " or the " Company ") (TSX: DML; NYSE American: DNN) congratulates Foremost Clean Energy Ltd. (" Foremost ") (NASDAQ:FMST) (CSE:FAT) on the completion of its $10,500,250 private placement of units on November 14, 2024 (the " Offering "). The Offering provides Foremost with significant funding to support its objective of exploring a portfolio of Saskatchewan uranium exploration properties pursuant to an option agreement entered into with Denison on September 23, 2024 (the " Option Agreement "). Denison participated in the Offering and will be filing an early warning report pursuant to National Instrument 62-103 in respect of the change in holdings in Foremost. View PDF version .
Under the Offering, Foremost issued 1,473,000 units at a price of C$3.00 per unit, 1,022,500 flow-through units at a price of C$3.50 per flow-through unit, and 550,000 flow-through units sold to charitable purchasers at a price of C$4.55 per charity flow-through unit. Each unit is comprised of one Foremost common share and one Foremost common share purchase warrant (each, an " Offering Warrant "). Each Offering Warrant entitles the holder to purchase one Foremost common share, for $4.00 per share, within 24 months after the closing date of the Offering.
Prior to the Offering, Denison held 1,369,810 Foremost common shares (representing 18.79% of Foremost's issued and outstanding shares prior to closing of the Offering), which Denison received pursuant to the Option Agreement, as partial consideration for Foremost's acquisition of an initial 20% of Denison's interest in 10 uranium exploration properties (see press release dated October 7, 2024 for more details). Prior to the Offering, Denison did not hold any Foremost warrants.
Under the Offering, Denison exercised its rights under its Investor Rights Agreement with Foremost and acquired 607,600 units, comprised of 607,600 Foremost common shares and 607,600 Offering Warrants, for $3.00 per unit, for an aggregate subscription price of $1,822,800 . Denison now owns 1,977,410 Foremost common shares and 607,600 Foremost warrants, immediately following the closing of the Offering, representing 19.13% of the issued and outstanding common shares of Foremost and 13.09% of the issued and outstanding warrants of Foremost.
Additional Information
The Foremost Shares were acquired by Denison for investment purposes. The Company intends to review, on a continuous basis, various factors related to its investment in Foremost, and may decide to acquire or dispose of additional securities of Foremost as future circumstances may dictate, including under its pre-emptive rights under the Investor Rights Agreement.
Further information will be available in the Early Warning Report to be filed under Foremost's profile on SEDAR+ at www.sedarplus.ca .
About Denison
Denison is a uranium mining, exploration and development company with interests focused in the Athabasca Basin region of northern Saskatchewan , Canada. The Company has an effective 95% interest in its flagship Wheeler River Uranium Project, which is the largest undeveloped uranium project in the infrastructure rich eastern portion of the Athabasca Basin region of northern Saskatchewan . In mid-2023, a feasibility study was completed for the Phoenix deposit as an in-situ recovery ("ISR") mining operation, and an update to the previously prepared 2018 Pre-Feasibility Study was completed for Wheeler River's Gryphon deposit as a conventional underground mining operation. Based on the respective studies, both deposits have the potential to be competitive with the lowest cost uranium mining operations in the world. Permitting efforts for the planned Phoenix ISR operation commenced in 2019 and have advanced significantly, with licensing in progress and a draft Environmental Impact Statement submitted for regulatory and public review in October 2022 .
Denison's interests in Saskatchewan also include a 22.5% ownership interest in the McClean Lake Joint Venture ("MLJV"), which includes unmined uranium deposits (planned for extraction via the MLJV's SABRE mining method starting in 2025) and the McClean Lake uranium mill (currently utilizing a portion of its licensed capacity to process the ore from the Cigar Lake mine under a toll milling agreement), plus a 25.17% interest in the MWJV's Midwest Main and Midwest A deposits, and a 69.44% interest in the Tthe Heldeth Túé ("THT") and Huskie deposits on the Waterbury Lake Property. The Midwest Main, Midwest A, THT and Huskie deposits are located within 20 kilometres of the McClean Lake mill. Taken together, Denison has direct ownership interests in properties covering ~384,000 hectares in the Athabasca Basin region.
Additionally, through its 50% ownership of JCU ( Canada ) Exploration Company, Limited ("JCU"), Denison holds additional interests in various uranium project joint ventures in Canada , including the Millennium project (JCU, 30.099%), the Kiggavik project (JCU, 33.8118%), and Christie Lake (JCU, 34.4508%).
In 2024, Denison is celebrating its 70th year in uranium mining, exploration, and development, which began in 1954 with Denison's first acquisition of mining claims in the Elliot Lake region of northern Ontario .
Follow Denison on X (formerly Twitter) @DenisonMinesCo
About Foremost
Foremost Clean Energy (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is an emerging North American uranium and lithium exploration company with an option to earn up to a 70% interest in 10 prospective uranium properties spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin. As the demand for carbon-free energy continues to accelerate, domestically mined uranium and lithium are poised for dynamic growth, playing an important role in the clean energy mix of the future.
Foremost's uranium projects are at different stages of exploration, from grassroots to those with significant historical exploration and drill-ready targets. Its mission is to create significant discoveries, alongside and in collaboration with Denison, through systematic and disciplined exploration programs.
For further information please visit the company's website at www.foremostcleanenergy.com or contact Foremost at 250 – 750 West Pender Street, Vancouver, British Columbia V6C 2T7.
Cautionary Statement Regarding Forward-Looking Statements
Certain information contained in this news release constitutes 'forward-looking information', within the meaning of the applicable United States and Canadian legislation, concerning the business, operations and financial performance and condition of Denison. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as 'potential', 'plans', 'expects', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', or 'believes', or the negatives and/or variations of such words and phrases, or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will ' ' be taken', 'occur' or 'be achieved'.
In particular, this news release contains forward-looking information pertaining to Denison's current intentions and objectives with respect to its investments in Foremost and any future acquisitions or dispositions of securities of Foremost, including i n connection with the Company's pre-emptive rights under the Investor Rights Agreement ; the terms of the units and warrants subscribed for in the Offering; Denison's current intentions and objectives with respect to, and commitments set forth in, the Option Agreement , Investor Rights Agreement and ancillary agreements ; the Company's exploration, development and expansion plans and objectives for its projects ; and expectations regarding its joint venture ownership interests and the continuity of its agreements with its joint venture counterparties and third parties.
Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Denison to be materially different from those expressed or implied by such forward-looking statements. Denison believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be accurate and results may differ materially from those anticipated in this forward-looking information. For a discussion in respect of risks and other factors that could influence forward-looking events, please refer to the factors discussed in Denison's Annual Information Form dated March 2 8 , 202 4 under the heading 'Risk Factors' or in subsequent quarterly financial reports. These factors are not, and should not be construed as being , exhaustive.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Any forward-looking information and the assumptions made with respect thereto speaks only as of the date of this news release. Denison does not undertake any obligation to publicly update or revise any forward-looking information after the date of this news release to conform such information to actual results or to changes in Denison's expectations except as otherwise required by applicable legislation .
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SOURCE Denison Mines Corp.
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Foremost Clean Energy Ltd. ( NASDAQ: FMST ) ( CSE: FAT ) (" Foremost " or the " Company "), an emerging North American uranium and lithium exploration company, is pleased to announce that it has completed its previously announced best efforts private placement (the " Offering ") for aggregate gross proceeds of C$10,500,250, which includes the full exercise of the agent's option. Under the Offering, the Company issued 1,473,000 units of the Company (the " Units ") at a price of C$3.00 per Unit (the " Unit Price "), 1,022,500 flow-through units of the Company (the " FT Units ") at a price of C$3.50 per FT Unit, and 550,000 FT Units sold to charitable purchasers (the " Charity FT Units ", and together with the Units and FT Units, the " Offered Securities ") at a price of C$4.55 per Charity FT Unit.
Each Unit consists of one common share of the Company (each, a " Unit Share ") and one common share purchase warrant (each, a " Warrant "). Each FT Unit and Charity FT Unit consists of one common share of the Company to be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a " FT Share ") and one Warrant. Each Warrant shall entitle the holder to purchase one common share of the Company (each, a " Warrant Share ") at a price of C$4.00 at any time on or before that date which is 24 months after the closing date of the Offering.
Foremost's largest shareholder, Denison Mines Corp. (TSX:DML, NYSE American: DNN) (" Denison "), acquired 607,600 Units at the Unit Price for proceeds of C$1,822,800 under the Offering. Denison exercised its pro rata rights under the Option Agreement with Foremost announced on September 24, 2024 and maintained its common share ownership in Foremost of approximately 19.95% following the completion of the Offering. Denison is a leading Athabasca Basin-focused uranium mining, development, and exploration company with a market capitalization of approximately C$2.6 billion. Denison's current focus is advancing the development-stage Wheeler River project, which represents the largest undeveloped uranium mining project in the infrastructure rich eastern portion of the Athabasca Basin.
Under the Offering, Red Cloud Securities Inc. acted as lead agent and sole bookrunner on behalf of a syndicate of agents that included Cormark Securities Inc., SCP Resource Finance LP and Ventum Financial Corp. (collectively, the " Agents "). In consideration for their services, the Agents received an aggregate cash commission of C$570,015. Additionally, the Agents received, in aggregate, 162,730 non-transferable broker warrants (the " Broker Warrants "), with each such Broker Warrant exercisable for one common share of the Company at a price of C$3.00 per Common Share at any time on or before November 14, 2026.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 "), a total of 832,500 Units and 550,000 Charity FT Units (collectively, the " LIFE Securities "), representing gross proceeds of C$5,000,000, were sold to purchasers in the provinces of Alberta, British Columbia, and Ontario, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the " Listed Issuer Financing Exemption "). The Unit Shares, FT Shares and Warrant Shares issued pursuant to the sale of the LIFE Securities are immediately freely tradeable under applicable Canadian securities legislation.
640,500 Units and 1,022,500 FT Units (collectively, the " Non-LIFE Securities ") were issued by way of the "accredited investor" and "minimum amount investment" exemptions under NI 45-106 in Alberta, British Columbia, Ontario and Saskatchewan. The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the Non-LIFE Securities are subject to a hold period ending on March 15, 2025 under applicable Canadian securities laws.
The Company intends to use the net proceeds from the Offering primarily for exploration expenditures on the Company's uranium properties in the Athabasca Basin in Saskatchewan as well as for working capital and general corporate purposes. The gross proceeds from the issuance of the FT Shares will be used for Canadian exploration expenses and will qualify, once renounced to a subscriber that is an individual (other than a trust), as "flow-through critical mineral mining expenditures", as defined in subsection 127(9) of the Income Tax Act (Canada) (the " Qualifying Expenditures "), which will be incurred on or before December 31, 2025 and renounced to the subscribers of the FT Units and Charity FT Units with an effective date no later than December 31, 2024 in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units and Charity FT Units for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.
The securities offered have not been, nor will they be, registered under the U.S. Securities Act, as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.
About Foremost
Foremost Clean Energy (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) is an emerging North American uranium and lithium exploration company with an option to earn up to a 70% interest in 10 prospective uranium properties (with the exception of the Hatchet Lake, where Foremost is able to earn up to 51%) spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin region of northern Saskatchewan. As the demand for carbon-free energy continues to accelerate, domestically mined uranium and lithium are poised for dynamic growth, playing an important role in the clean energy mix of the future. Foremost's uranium projects are at different stages of exploration, from grassroots to those with significant historical exploration and drill-ready targets. The Company's mission is to make significant discoveries, alongside and in collaboration with Denison (TSX:DML, NYSE American: DNN), through systematic and disciplined exploration programs.
Foremost also has a portfolio of lithium projects at varying stages of development, which are located across 55,000+ acres in Manitoba and Quebec. For further information please visit the company's website at www.foremostcleanenergy.com.
Contact and Information
Company
Jason Barnard, President and CEO
+1 (604) 330-8067
info@foremostcleanenergy.com
Investor Relations
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
FMST@mzgroup.us
www.mzgroup.us
Follow Us Or Contact Us On Social Media:
X: @fmstcleanenergy
Linkedin: https://www.linkedin.com/company/foremostcleanenergy/
Facebook: https://www.facebook.com/ForemostCleanEnergy/
Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented in this news release and oral statements made from time to time by representatives of the Company are or may constitute "forward-looking statements" as such term is used in applicable United States and Canadian laws and including, without limitation, within the meaning of the Private Securities Litigation Reform Act of 1995, for which the Company claims the protection of the safe harbor for forward looking statements. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning; the Company's business strategies, expectations, planned operations and future actions and the Company's expectations with respect to the Offering, including the use of proceeds of the Offering at projected timelines. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect," "is expected," "anticipates" or "does not anticipate," "plans," "estimates" or "intends," or stating that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others that the use of proceeds under the Offering is different than as anticipated; the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of Offered Securities; actual results of the Company's current proposed exploration activities; commodity price fluctuations and cycles; potential defects in the title of the Company's properties; geopolitical risks; price volatility of publicly traded securities; risks and uncertainties associated with the environment; and delays in obtaining governmental approvals, permits or financing. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company's ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this news release can be found in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities. and information. Please refer to the Company's most recent filings under its profile at on Sedar+ at www.sedarplus.ca and on Edgar at www.sec.gov for further information respecting the risks affecting the Company and its business.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
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