Foremost Clean Energy Announces Brokered Private Placement for Gross Proceeds of up to C$7.0 Million, Including Participation of Denison Mines

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

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 entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner on behalf of a syndicate of agents (the " Agents ") in connection with a best efforts private placement (the " Marketed Offering ") for aggregate gross proceeds of up to approximately C$7,000,000 from the sale of the following:

gross proceeds of up to C$3,500,001 from the sale of up to 1,166,667 units of the Company (the " Units ") at a price of C$3.00 per Unit (the " Unit Price "); and
gross proceeds of up to C$3,500,000 from the sale of any combination of (i) flow-through units of the Company (the " FT Units ") at a price of C$3.50 per FT Unit, and (ii) FT Units to be 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.

The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional C$1,000,000 in any combination of Units, FT Units and Charity FT Units at their respective offering prices (the " Agents' Option ", and together with the Marketed Offering, the " Offering ").

Foremost's largest shareholder, Denison Mines Corp. (TSX:DML, NYSE American: DNN) (" Denison "), has indicated that it will participate in the Offering up to an amount that will maintain its holdings in Foremost at approximately 19.95% following the completion of the Offering, pursuant to its rights under the Option Agreement with Foremost announced on September 24, 2024. Denison is a leading Athabasca Basin-focused uranium mining, development, and exploration company with a market capitalization of approximately C$2.7 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.

Each Unit will consist 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 will consist 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.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 "), the Units and Charity FT Units (collectively, the " LIFE Securities ") will be offered for sale to purchasers in the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan (the " Canadian Selling Jurisdictions ") 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 issuable pursuant to the sale of the LIFE Securities are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

Any Units and Charity FT Units sold in excess of gross proceeds of C$5,000,000 as well as the FT Units (collectively, the " Non-LIFE Securities ") will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under NI 45-106 in the Canadian Selling Jurisdictions, or in the case of the Units, also in offshore jurisdictions and the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act. The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the Non-LIFE Securities will be subject to a hold period ending on the date that is four months plus one day following the closing date of the Offering 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 Offering is scheduled to close on November 13, 2024, or such other date as the Company and the Agents may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the Canadian Securities Exchange and no objection from the Nasdaq Capital Market.

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.foremostcleanenergy.com. Prospective investors should read this offering document before making an investment decision.

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:
Twitter: @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 expectations with respect to the Offering, including the proposed participation by Denison and the size of that participation; the use of proceeds of the Offering; completion of the Offering and the date of such completion. 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 DML:CA DNN Uranium Investing

DML:CA,DNN

Denison Announces Completion of Conceptual Mining Study Evaluating ISR for Midwest and Plans to Advance Efforts in 2023

Denison Mines Corp. ("Denison" or the "Company") (TSX: DML) (NYSE American: DNN) is pleased to announce the successful completion of an internal conceptual mining study (the "Concept Study") examining the potential application of the In-Situ Recovery ("ISR") mining method at the Company's 25.17% owned Midwest project ("Midwest"). The Concept Study was prepared by Denison during 2022 and was formally issued to the Midwest Joint Venture ("MWJV") in early 2023. Based on the positive results of the Concept Study, the MWJV has now provided Denison with approval to complete additional ISR-related evaluation work for Midwest in 2023. View PDF version .

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NexGen Achieves Major Permitting Milestone

The Canadian Nuclear Safety Commission ("CNSC") has notified NexGen of successful completion of final Federal technical review.
This is the key requirement to scheduling a Federal Commission Hearing date and subsequent Federal Project approval decision.
The Federal Environmental Assessment ("EA") and License represent the final major approval steps after having received Provincial EA approval in November 2023 .
In production, the Rook I Project is poised to make NexGen one of the world's largest and most environmentally conscious mining companies.

NexGen Energy Ltd. ("NexGen" or the "Company") (TSX: NXE) (NYSE: NXE) (ASX: NXG) is excited and proud to announce a major milestone in the Federal EA process for its 100%owned Rook I Project ("the Project"). The CNSC has provided NexGen formal confirmation that the Company has successfully addressed all information requests received as part of the Federal technical review. With completion of the CNSC technical review, the next and final steps in the Federal approval process include scheduling a Commission Hearing Date for the Project, subject to which the CNSC will render an approval decision on the Project.

This historic milestone marks a crucial step forward for the Project that has been undergoing Canada's robust and rigorous regulatory process since 2019. Completion of the Federal EA technical review stage follows the CNSC having deemed NexGen's Federal licence application sufficient in September 2023 , and receipt of Provincial EA approval in November 2023 . This development reinforces Canada's path to re-establish itself as the leader in global uranium supply and partner of choice.

Leigh Curyer, Chief Executive Officer, commented: "This exciting outcome is a testament to the exceptional efforts of our entire NexGen team, the collaborative support of our valued Indigenous Nation partners, and our transparent approach with the CNSC to ensure a robust and thorough review that meets the highest standards of environmental protection for the sustainable development of the Rook I Project. Since inception, our honest and innovative holistic approach to the successful development of this generational project has set new industry standards as to what is possible, whilst positively impacting all our valued stakeholders.

Together with the Clearwater River Dene Nation, Métis Nation – Saskatchewan Northern Region 2 and Métis Nation – Saskatchewan , Buffalo River Dene Nation, and Birch Narrows Dene Nation, we are construction ready to deliver transformative and unprecedented social, economic and environmental benefits to local communities, the Province of Saskatchewan, Canada , and the world.

We're not just developing a mine - we're building strong communities while shaping a sustainable and secure global energy future. With over $800 million in cash and liquid assets, we are ready pending a positive Commission decision with all activities required to immediately commence major site works in place."

NexGen is poised to propel Canada back to the forefront of global clean energy fuel production. The Rook I Project embodies NexGen's commitment to elite environmental performance, unprecedented community inclusion, and responsible alignment with global net-zero goals.

About NexGen

NexGen Energy is a Canadian company focused on delivering clean energy fuel for the future. The Company's flagship Rook I Project is being optimally developed into the largest, low-cost producing uranium mine globally, incorporating the most elite standards in environmental and social governance. The Rook I Project is supported by a NI 43-101 compliant Feasibility Study which outlines the elite environmental performance and industry leading economics. NexGen is led by a team of experienced uranium and mining industry professionals with expertise across the entire mining life cycle, including exploration, financing, project engineering and construction, operations, and closure. NexGen is leveraging its proven experience to deliver a Project that leads the entire mining industry socially, technically, and environmentally. The Project and prospective portfolio in northern Saskatchewan will provide generational long-term economic, environmental, and social benefits for Saskatchewan, Canada , and the world.

NexGen is listed on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol "NXE," and on the Australian Securities Exchange under the ticker symbol "NXG," providing access to global investors to participate in NexGen's mission of solving three major global challenges in decarbonization, energy security, and access to power. The Company is headquartered in Vancouver, British Columbia , with its primary operations office in Saskatoon , Saskatchewan.

Cautionary Note to U.S. Investors

This news release includes Mineral Reserves and Mineral Resources classification terms that comply with reporting standards in Canada and the Mineral Reserves and the Mineral Resources estimates are made in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the Securities and Exchange Commission ("SEC") set by the SEC's rules that are applicable to domestic United States reporting companies. Consequently, Mineral Reserves and Mineral Resources information included in this news release is not comparable to similar information that would generally be disclosed by domestic U.S. reporting companies subject to the reporting and disclosure requirements of the SEC Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.

Forward-Looking Information

The information contained herein contains "forward-looking statements" within the meaning of applicable United States securities laws and regulations and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to estimates for CapEx, OpEx and a payback period of 12 months, the appointment of a lead lender group, the availability of financing for the Project, the advancement of detailed engineering and contract negotiations, bolstering the globe's uranium supply chains to meet the rising demand for nuclear energy, the timing and cost of reclamation, including as part of the UGTMF and after-tax free cash flow remaining materially consistent with the FS, Free Cash Flow, Payback Period and IRR relative to various uranium prices, the delivery of clean energy fuel for the future, the development of the largest low cost producing uranium mine globally and incorporating elite standards in environmental and social governance, delivering a project that leads the entire mining industry socially, technically and environmentally, providing generational long-term economic, environmental and social benefits for Saskatchewan, Canada and the world, planned exploration and development activities and budgets, the interpretation of drill results and other geological information, mineral reserve and resource estimates (to the extent they involve estimates of the mineralization that will be encountered if a project is developed), requirements for additional capital, capital costs, operating costs, cash flow estimates, production estimates, the future price of uranium and similar statements relating to the economics of a project, including the Rook I Project. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof 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" or the negative connotation thereof.

Forward-looking information and statements are based on NexGen's current expectations, beliefs, assumptions, estimates and forecasts about its business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions, including, among others, that financing for the Project will be available in a timely manner and on terms acceptable to the Company, the results of planned exploration and development activities will be as anticipated and on time; the price of uranium; the cost of planned exploration and development activities; that, as plans continue to be refined for the development of the Rook I Project, there will be no changes in costs, engineering details or specifications that would materially adversely affect its viability; that financing will be available if and when needed and on reasonable terms; that third-party contractors, equipment, supplies and governmental and other approvals required to conduct NexGen's planned exploration and development activities will be available on reasonable terms and in a timely manner; that there will be no revocation of government approvals; that general business, economic, competitive, social and political conditions will not change in a material adverse manner; the assumptions underlying the Company's mineral reserve and resource estimates and updated/revised CapEx, OpEx, SusEx, and pay back period; assumptions made in the interpretation of drill results and other geological information; the ability to achieve production on the Rook I Project; and other estimates, assumptions and forecasts disclosed in the Feasibility Study for the Rook I Project. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements were considered reasonable by management at the time they were made, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of NexGen to differ materially from any projections of results, performances and achievements of NexGen expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third-party financing, uncertainty of additional financing, the risk that pending assay results will not confirm previously announced preliminary results, the imprecision of mineral reserve and resource estimates, the price and appeal of alternate sources of energy, sustained low uranium prices, aboriginal title and consultation issues, development risks, climate change, uninsurable risks, reliance upon key management and other personnel, risks related to title to its properties, information security and cyber threats, failure to manage conflicts of interest, failure to obtain or maintain required permits and licences, changes in laws, regulations and policy, competition for resources, political and regulatory risks, general inflationary pressures, industry and economic factors that may affect the business, and other factors discussed or referred to in the Company's most recent Annual Information Form under "Risk Factors" and management's discussion and analysis under "Other Risks Factors" filed on SEDAR+ at www.sedarplus.ca and 40-F filed on Edgar at www.sec.gov .

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or statements or implied by forward-looking information or statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers are cautioned not to place undue reliance on forward-looking information or statements due to the inherent uncertainty thereof. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

View original content to download multimedia: https://www.prnewswire.com/news-releases/nexgen-achieves-major-permitting-milestone-302309673.html

SOURCE NexGen Energy Ltd.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2024/19/c8458.html

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Foremost Clean Energy Announces Strategic Engagement with Red Cloud Financial Services

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 today that it has entered into a strategic agreement (the " Agreement ") with Red Cloud Financial Services Inc. (" RCFS" or " Red Cloud "), an arms-length independent contractor, to provide promotional services, including advice on marketing, communications and social media activities. Under the engagement, Red Cloud will be paid a fee of $10,000 per month effective October 14, 2024, for a twelve-month term which automatically renews month-to-month thereafter unless either party provides written notice of termination to the other party thirty (30) days prior to the date of termination.

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US Plans to Triple Nuclear Power Capacity by 2050

The Biden administration has announced a strategic roadmap to significantly expand the United States' nuclear energy capacity, setting a target to triple capacity by 2050.

In a new nine pillar framework, the Biden-Harris administration has laid out its plans to add 200 gigawatts (GW) of new nuclear energy through new reactor builds, reactivations and upgrades to existing facilities.

The initiative seeks to meet a growing demand for reliable, carbon-free power as the nation transitions away from fossil fuels and toward cleaner energy sources.

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Paladin Cuts Uranium Production Forecast, Share Price Declines

Shares of Paladin Energy (ASX:PDN,OTCQX:PALAF) declined this week after the company shared an update on its Langer Heinrich mine and revised its 2025 fiscal year production guidance.

The company now expects the mine to produce 3 million to 3.6 million pounds of U3O8, lower than its earlier prediction of 4 million to 4.5 million pounds. According to Paladin, the drop is the result of lower-than-expected output in October, which was caused by water supply disruptions, as well as continued variability in stockpiled ore.

Production from Langer Heinrich amounted to 186,667 pounds during the month.

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