Foremost Clean Energy Completes First Phase of Option Agreement with Denison Mines for Interest in 10 Uranium Properties in the Athabasca Basin

Denison becomes Foremost's largest shareholder at 19.95%

Foremost Clean Energy Ltd. ( NASDAQ: FMST ) ( CSE: FAT ) (" Foremost Clean Energy ", " Foremost " or the " Company "), an emerging North American uranium and lithium exploration company, is pleased to announce today that, further to its announcement of September 23, 2024, it has now completed Phase One of its transaction (the " Transaction ") with Denison Mines Corp. (" Denison "), acquiring 20% of Denison's interest (the " Phase One Interest ") in 10 uranium exploration properties covering over 330,000 acres in the Athabasca Basin in Northern Saskatchewan (the " Exploration Properties "). In addition to other considerations, Denison was issued from treasury 1,369,810 common shares in the capital of Foremost (the " Common Shares ").

Jason Barnard President and CEO of Foremost, stated, " We are pleased to officially close the first phase of this transformational transaction, marking a significant milestone for Foremost and its shareholders.   The Company is fortunate to acquire an interest in a large portfolio of ten prospective projects situated amongst well-established infrastructure, mills and operating mines. With David Cates joining our Board of Directors, we also have the advantage of Denison's support and David's significant experience leading a highly successful advanced uranium developer in the Athabasca Basin." Barnard continued, "We appreciate that Denison has put its trust and confidence in our Company and are excited to collaborate on the rapid advancement of exploration on these properties at a time when the nuclear energy sector is seeking additional sources of future uranium supplies. With Denison's additional guidance and support on technical and operating matters, we feel well positioned for future success."

The acquisition was completed pursuant to an option agreement with Denison dated September 23, 2024 (the " Option Agreement "), which granted Foremost the option to acquire, through three phases, up to 70% of Denison's interest in the Exploration Properties.

In addition, concurrent with the acquisition of Phase One Interest, Foremost has also:

  • Appointed Mr. David Cates, the President and CEO of Denison, to Foremost's board of directors; Mr. Cates has extensive expertise in the Canadian and international uranium mining industry from over a decade of senior management and financial experience in various roles with Denison;
  • Appointed Andy Yackulic, Denison's Vice President of Exploration, to its advisory board as a technical and geoscientific advisor. Mr. Yackulic has spent the past two decades of exploration focused in the Athabasca Basin region acquiring extensive experience with various geologic models for uranium mineralization, and has been working with Denison since 2020. Previously, he spent 12 years at Cameco Corporation in various roles and led the exploration team that discovered the Fox Lake uranium deposit. Mr. Yackulic holds a Bachelor of Science in Geology from the University of Saskatchewan, is a member of the Association of Professional Engineers & Geoscientists of Saskatchewan (APEGS), and is a Qualified Person in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;
  • Entered into an investor rights agreement with Denison; and
  • Become the operator of the Exploration Properties.

The Exploration Properties are comprised of 45 claims covering an aggregate area of 332,378 acres (134,509 hectares) within the Athabasca Basin region of northern Saskatchewan, which is known for its prolific history of large high-grade uranium discoveries and operating mines—currently producing ~15% of the world's primary uranium supply.

Map of Foremost's Uranium Properties With Nearby Mills, Mines and Deposits

Fig 1. Map of Foremost's Uranium Properties With Nearby Mills, Mines and Deposits

Denison Mines is responsible for discovering several high-profile uranium deposits and is currently the operator of the Phoenix and Gryphon deposits at Wheeler River and the THT deposit at Waterbury Lake in the Athabasca Basin. With Denison's primary focus on development and mining stage projects, this excellent portfolio of uranium exploration properties would otherwise receive limited attention. Many of the properties in the portfolio are proximal to some of the world's highest-profile uranium operations, such as the McClean Lake mill and Cigar Lake mine and span from grassroots exploration to hosting drill-ready exploration targets. Foremost will now be able to provide the Exploration Properties with increased attention and thus improve the prospect of discovery.

To see full details of the Option Agreement, Investor Rights Agreement, and other related documents in connection with the Transaction, please refer to the Company's filings under its profile on Sedar+ at www.sedarplus.ca and on Edgar at www.sec.gov . All Common Shares issued to Denison pursuant to the Option Agreement will be subject to a statutory four-month hold period pursuant to applicable Canadian securities laws.

Foremost's AGSM Record Date Correction

Foremost incorrectly stated the record date (the " Record Date ") on its September 30, 2024 news release for the upcoming Annual General and Special Shareholder's Meeting (the " AGSM ") being held on December 09, 2024. The correct Record Date is October 24, 2024, and not November 06, 2024. This correction does not change any other information reported in the September 30 th news release.

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 Mines (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 Information

Company Contact
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. 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.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/61b235eb-1c41-49d5-a551-f3f18e8315c6


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Denison Mines logo (CNW Group/Denison Mines Corp.)

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Global Atomic Corporation Logo (CNW Group/Global Atomic Corporation)

PROJECT FINANCING

Debt financing discussions with a U.S. development bank are progressing with confirmation of the approval schedule expected in October 2024.  The bank continues to voice support of the project and its intention to approve a debt facility for US$295 million , which will cover 60% of the planned project costs.  Of the remaining 40% of the project funding, the Company has already invested approximately US$120 million .

Global Atomic is also in discussions with parties regarding potential joint venture investment and other financing solutions.

The extension of the expiry date of certain common share purchase warrants from September 17, 2024 to December 31, 2024 , was announced on September 13, 2024 . This extension is expected subject to final TSX approval.

SITE UPDATE – PROCESSING PLANT

The camp at Dasa has been expanding in phases to support the approximately 450 employees and contractors currently at the site, as well as the workforce expansion to 900 during the height of construction next year. A 60-person housing facility is nearing completion. Earthworks for the next camp phase to house 250 people are complete, and civils are now underway.

Earthworks for the Acid Plant is nearing completion. The local earthworks contractor will next move to prepare the site for the crusher with the SAG mill location to follow.

Processing plant equipment is beginning to arrive at site, beginning with components of the acid plant that were shipped through Nigeria.  A video was recently posted on the Company's website ( https://globalatomiccorp.com/Operations/Uranium/Photos-and-Videos/default.aspx ) highlighting  the remaining major components of the acid plant that have been built in India and are now ready for shipment.

SITE UPDATE – MINING

Mining activities at Dasa are advancing on several fronts.   Having exceeded 1,200 meters of mine development, our Niger team, which operates under the SOMIDA company banner, has already brought 10,000 tonnes of development ore to surface and is segregating the mineralized material into low, medium and high-grade stockpiles, which will be used for plant commissioning at the end of 2025.   The ramp to the ore body has been fully paved and the next phase of underground development is now underway.

To extend the mine development further the ventilation system is being expanded and the boring of a Main Fresh Air Raise is underway and now over 90% complete.

The mining team has not had a lost time incident since mining began 779 days ago. The Dasa workforce is approximately 98% Nigerien, including both experienced miners from a former underground mining operation, as well as local unskilled labour who are going through the Company training and mentorship program.

MINE PLAN UPDATE

The current Mine Plan announced on March 5, 2024 , is projected to produce 68.1 million pounds of Yellowcake over a 23-year period starting in 2026. The Mine Plan is based on throughput of 1,000 tonnes per day, however, the plant has been designed to handle up to 1,200 tonnes per day. An updated Mine Plan with higher production rates is scheduled for completion in Q4 2024.

President and CEO of Global Atomic, Stephen Roman , stated, " We continue to make excellent progress at the Dasa Project site as we complete site preparation for civil works to begin and installation of the Acid Plant as the first major component of the Dasa Processing Plant."

"Recent high-level inter-government discussions about the re-opening of the Niger / Benin border have been positive and we are hopeful for a near-term resolution.  In addition, as the Niger Government is keen on supporting new projects in the Country, a committee with representatives from several key government ministries is being formed to expedite the resolution of any outstanding issues that may arise relating to mining, finance, transportation and labour within Niger ."

"Meanwhile the uranium market continues to heat up with higher spot prices this week. The long-term outlook for uranium demand is accelerating as announcements to expand the number of nuclear power reactors planned and approved proliferate. In September, we attended the World Nuclear Association Symposium in London , which for the first time was sold out. While there, we held successful update meetings with numerous utilities from across the globe which resulted in the initiation of several active contract discussions for Yellowcake supply from the Dasa Project."

"Two recent announcements illustrate the growth in uranium demand:

  • Microsoft and U.S. utility giant Constellation Energy have agreed to a long-term deal wherein Microsoft has agreed to purchase all the power from Constellation's 880MW Three Mile Island (TMI) reactor over a 20-year period at prices of US$100 per MWh to power Microsoft's data centers. This deal calls for a restart of TMI Unit 1 by 2028 and an investment of US$1.6B by Constellation Energy.
  • The COP28 goal of tripling nuclear energy capacity by 2050, has now garnered funding support from some of the world's largest financial institutions, which is expected to accelerate the demand for uranium and the need for new greenfield projects such as our advanced Dasa Project.  This has significantly improved our options for the final funding of our project."

Please visit our website www.globalatomiccorp.com for the latest site development photos and videos.

About Global Atomic

Global Atomic Corporation ( www.globalatomiccorp.com ) is a publicly listed company that provides a unique combination of high-grade uranium mine development and cash-flowing zinc concentrate production.

The Company's Uranium Division is currently developing the fully permitted, large, high grade Dasa Deposit, discovered in 2010 by Global Atomic geologists through grassroots field exploration. The "First Blast Ceremony" occurred on November 5, 2022 , and commissioning of the processing plant is scheduled for Q1, 2026. Global Atomic has also identified 3 additional uranium deposits in Niger that will be advanced with further assessment work.

Global Atomic's Base Metals Division holds a 49% interest in the Befesa Silvermet Turkey, S.L. (BST) Joint Venture, which operates a modern zinc recycling plant, located in Iskenderun, Türkiye. The plant recovers zinc from Electric Arc Furnace Dust (EAFD) to produce a high-grade zinc oxide concentrate which is sold to zinc smelters around the world. The Company's joint venture partner, Befesa Zinc S.A.U. (Befesa) holds a 51% interest in and is the operator of the BST Joint Venture. Befesa is a market leader in EAFD recycling, with approximately 50% of the European EAFD market and facilities located throughout Europe , Asia and the United States of America .

The information in this release may contain forward-looking information under applicable securities laws.  Forward-looking information includes, but is not limited to, statements with respect to completion of any financings; Global Atomics' development potential and timetable of its operations, development and exploration assets; Global Atomics' ability to raise additional funds necessary; the future price of uranium; the estimation of mineral reserves and resources; conclusions of economic evaluation; the realization of mineral reserve estimates; the timing and amount of estimated future production, development and exploration; cost of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental and permitting risks.   Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "is expected", "estimates", variations of such words and  phrases or statements that certain actions, events or results "could", "would", "might", "will be taken", "will begin", "will include", "are expected", "occur" or "be achieved".  All information contained in this news release, other than statements of current or historical fact, is forward-looking information.   Statements of forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Global Atomic to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Global Atomic and in its public documents filed on SEDAR from time to time.

Forward-looking statements are based on the opinions and estimates of management at the date such statements are made.  Although management of Global Atomic has attempted to identify important factors that could cause actual results to be materially different from those forward-looking statements, there may be other factors that cause 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.  Accordingly, readers should not place undue reliance upon forward-looking statements.  Global Atomic does not undertake to update any forward-looking statements, except in accordance with applicable securities law.  Readers should also review the risks and uncertainties sections of Global Atomics' annual and interim MD&As.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this news release.

Global Atomic - TSX30 - OTC (CNW Group/Global Atomic Corporation)

SOURCE Global Atomic Corporation

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