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6-K 1 f6k_081225.htm FORM 6-K

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025

 

Commission File No. 001-41769

 

Foremost Clean Energy Ltd.

(Translation of registrant’s name into English)

 

750 West Pender Street, Suite 250
Vancouver, BC, V6C 2T7

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F ☒ Form 40-F ☐

 

 


 

The information contained in this Report on Form 6-K is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-289277).

 

     
Exhibit No.   Exhibit
99.1   Condensed Interim Consolidated Financial Statements for the three-month periods ended June 30, 2025 and 2024
99.2   Management’s Discussion and Analysis for the three-month periods ended June 30, 2025 and 2024
99.3   Form 52-109F2 Certification of Interim Filings - CEO
99.4   Form 52-109F2 Certification of Interim Filings - CFO

 

 

 

 

 

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     
  FOREMOST CLEAN ENERGY LTD.
     
Date: August 12, 2025 By: /s/ Jason Barnard
  Name: Jason Barnard
  Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

 

 

 

 

 

 

FOREMOST CLEAN ENERGY LTD.

 

 

 

 

Condensed Interim Consolidated Financial Statements

 

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

 

 

June 30, 2025

 

 

 

 

 

 

 

 

Corporate Head Office

250 – 750 West Pender Street Condensed Interim Consolidated Statements of Financial Position

Vancouver, BC

V6C 2T7

 

 

 


 

FOREMOST CLEAN ENERGY LTD.

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

    June 30,
2025
    March 31,
2025
 
             
ASSETS                
                 
Current                
Cash   $ 5,892,677     $ 5,005,346  
Receivables     185,370       231,857  
Marketable securities (Note 5)     1,854,921       -  
Prepaid expenses     652,360       123,337  
      8,585,328       5,360,540  
Non-Current                
Prepaid expenses and mineral deposits     684,247       151,981  
Promissory notes receivable (Note 6)     318,597       520,000  
Investment in associate (Note 4)     -       383,733  
Exploration and evaluation assets (Note 7)     23,143,076       21,324,785  
                 
Total Assets   $ 32,731,248     $ 27,741,039  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY                
                 
Current                
Accounts payable and accrued liabilities (Notes 8 and 11)   $ 684,707     $ 306,118  
Term loans payable (Note 9)     480,674       521,368  
Flow-through premium liability (Notes 10 and 15)     1,307,926       1,791,526  
Deferred gain on spin-out transaction (Note 16)     -       477,000  
Derivative liability (Note 10)     396,860       152,765  
Total Liabilities     2,870,167       3,248,777  
                 
Shareholders' Equity                
Capital stock (Note 10)     51,087,877       45,666,733  
Subscriptions received in advance     49,086       -  
Reserves (Note 10)     2,251,992       3,280,933  
Deficit     (23,527,874 )     (24,455,404 )
Total Shareholders’ Equity     29,861,081       24,492,262  
                 
Total Liabilities and Shareholders’ Equity   $ 32,731,248     $ 27,741,039  

 

Nature of operations and going concern (Note 1)

Subsequent events (Note 18)

 

Approved and authorized on behalf of the Board on August 12, 2025:

     
(Signed) “Jason Barnard”   (Signed) “Andrew Lyons”
Jason Barnard, Director   Andrew Lyons, Director

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

  Page 2 | 32

 

FOREMOST CLEAN ENERGY LTD.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian Dollars, except for share amounts)

(Unaudited – Prepared by Management)

 

    For the three-month periods ended June 30,  
    2025     2024  
             
EXPENSES                
Consulting   $ 1,001,872     $ 584,114  
Management and director fees (Note 11)     233,114       166,500  
Office and miscellaneous     115,909       76,871  
Professional fees     344,706       199,550  
Share-based payments (Notes 10 and 11)     34,725       -  
Transfer agent and filing fees     37,438       34,763  
Travel     488       2,286  
                 
Loss before other items     (1,768,252 )     (1,064,084 )
                 
Change in fair value of derivatives (Note 10)     (244,095 )     175,477  
Foreign exchange loss     (13,417 )     (2,555 )
Gain on forgiveness of debt (Note 8)     -       50,200  
Gain on option settlement     8,159       -  
Gain on spin-out transaction (Note 16)     477,000       -  
Interest expense (Note 9)     (12,241 )     (32,415 )
Other income (Note 6)     3,896       -  
Gain on investment in associate (Note 4)     1,471,188       -  
Recovery of flow-through premium liability (Notes 10 and 15)     483,600       16,283  
                 
Net Income (Loss) and Comprehensive Income (Loss) for the period   $ 405,838     $ (857,094 )
                 
Basic income (loss) per common share   $ 0.04     $ (0.16 )
Diluted income (loss) per common share   $ 0.04     $ (0.16 )
                 
Weighted average number of common shares outstanding – pre dilution     10,971,481       5,382,316  
                 
Dilutive effect - options     51,397       -  
Dilutive effect - warrants     392,501       -  
Dilutive effect – agent warrants     4,710       -  
                 
Weighted average number of common shares outstanding – post dilution     11,420,089       5,382,316  

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

  Page 3 | 32

 

FOREMOST CLEAN ENERGY LTD.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

    Number of Shares     Capital Stock     Subscriptions received in advance     Reserves     Deficit     Total Shareholders’
Equity
 
                                     
Balance, March 31, 2024     5,208,009     $ 32,123,613     $ 105,000     $ 2,462,047     $ (21,481,123 )   $ 13,209,537  
Shares issued – exploration and evaluation assets (Notes 7 and 10)     28,818       100,000       -       -       -       100,000  
Shares issued – private placements (Note 10)     247,471       1,455,129       (105,000 )     -       -       1,350,129  
Warrant premium on private placements (Note 10)     -       (480,000 )     -       480,000       -       -  
Flow-through premium on private placements (Note 10)     -       (57,012 )     -       -       -       (57,012 )
Share issue costs – paid in cash (Note 10)     -       (22,869 )     -       -       -       (22,869 )
Transfer of cancelled/forfeited options     -       -       -       (278,337 )     278,337       -  
Loss for the period     -       -       -       -       (857,094 )     (857,094 )
                                                 
Balance, June 30, 2024     5,484,298       33,118,861       -       2,663,710       (22,059,880 )     13,722,691  
Shares issued – exploration and evaluation assets (Notes 7 and 10)     1,807,598       6,766,449       -       -       -       6,766,449  
Shares issued – private placements (Note 10)     3,045,500       10,500,250       -       -       -       10,500,250  
Warrant premium on private placements (Note 10)     -       (281,375 )     -       281,375       -       -  
Flow-through premium on private placements (Note 10)     -       (1,843,750 )     -       -       -       (1,843,750 )
Share issue costs – paid in cash (Note 10)     -       (652,688 )     -       -       -       (652,688 )
Share issue costs – paid in finder’s warrants (Note 10)     -       (201,500 )     -       201,500       -       -  
Shares issued – RSU redeemed (Note 10)     82,570       224,591       -       (224,591 )     -       -  
Share-based payments (Notes 10 and 11)     -       -       -       872,879       -       872,879  
Warrants expired     -       -       -       (22,001 )     22,001       -  
Transfer of cancelled/forfeited options     -       -       -       (340,756 )     340,756       -  
Transfer of net assets pursuant to spin-out     -       (1,964,105 )     -       (151,183 )     -       (2,115,288 )
Loss for the period     -       -       -       -       (2,758,281 )     (2,758,281 )
                                                 
Balance, March 31, 2025     10,419,966       45,666,733       -       3,280,933       (24,455,404 )     24,492,262  
Shares issued – exploration and evaluation assets (Notes 7 and 10)     30,000       150,000       -       -       -       150,000  
Shares issued – option exercise (Note 10)     109,531       446,232       -       (195,370 )     -       250,862  
Shares issued – warrant exercise (Note 10)     1,536,867       4,685,668       -       (207,360 )     -       4,478,308  
Shares issued – RSU redeemed (Note 10)     51,193       139,244       -       (139,244 )     -       -  
Subscriptions received     -       -       49,086       -       -       49,086  
Share-based payments (Notes 10 and 11)     -       -       -       34,725       -       34,725  
Transfer of cancelled/forfeited options     -       -       -       (521,692 )     521,692       -  
Income for the period     -       -       -       -       405,838       405,838  
                                                 
Balance, June 30, 2025     12,147,557     $ 51,087,877     $ 49,086     $ 2,251,992     $ (23,527,874 )   $ 29,861,081  

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

  Page 4 | 32

 

FOREMOST CLEAN ENERGY LTD.

(FORMERLY FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.)

Condensed Interim Consolidated Statements of Cash Flows

For the three months ended June 30,

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

    2025     2024  
             
CASH FLOWS FROM OPERATING ACTIVITIES                
Income (loss) and comprehensive income (loss) for the period   $ 405,838     $ (857,094 )
Item not affecting cash:                
Share-based payments     34,725       -  
Interest expense     12,241       32,415  
Other income     (3,825 )     -  
Change in fair value of derivatives     244,095       (175,477 )
Recovery of flow-through premium liability     (483,600 )     (16,283 )
Gain on forgiveness of debt     -       (50,200 )
Gain on spin out transaction     (477,000 )     -  
Gain on investment in associate     (1,471,188 )     -  
Gain on option settlement     (8,159 )     -  
Changes in non-cash working capital items:                
Receivables     46,487       (79,583 )
Prepaid expenses and deposits     (527,984 )     (254,021 )
Accounts payable and accrued liabilities     615,650       (172,047 )
Net cash used in operating activities     (1,612,720 )     (1,572,290 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Exploration and evaluation acquisition costs     (150,000 )     (140,895 )
Exploration and evaluation expenditures     (2,090,807 )     (264,008 )
Promissory note interest received     7,378       -  
Exploration and evaluation recoveries     -       200,000  
Net cash used in investing activities     (2,233,429 )     (204,903 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Private placements     -       1,350,129  
Share issue costs     -       (22,869 )
Exercise of options     259,021       -  
Exercise of warrants     4,478,308       -  
Short-term loan interest repaid     (52,935 )     (32,505 )
Subscription received in advance     49,086       -  
Net cash provided by financing activities     4,733,480       1,294,755  
                 
Change in cash for the period     887,331       (482,438 )
Cash, beginning of period     5,005,346       998,262  
                 
Cash, end of period   $ 5,892,677     $ 515,824  
                 
Cash paid for interest and taxes   $ 52,935     $ 32,505  

 

SUPPLEMENT DISCLOSURES WITH RESPECT TO CASH FLOWS (Note 14)

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

  Page 5 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

1. NATURE OF OPERATIONS AND GOING CONCERN

 

Foremost Clean Energy Ltd. (“Foremost” or the "Company") which was incorporated under the laws of the Province of British Columbia, is a public company listed on the Canadian Securities Exchange (the “CSE”) and trades under the symbol FAT and on the NASDAQ Capital Market (“NASDAQ”) under the symbols FMST and FMSTW. The Company’s head office is located at 250 – 750 West Pender Street, Vancouver, BC, V6C 2T7.

 

On September 30, 2024, the Company changed its name to Foremost Clean Energy Ltd.

 

The Company is an exploration company focused on the identification and development of high potential mineral opportunities in stable jurisdictions.

 

Going concern of operations

 

These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at June 30, 2025, the Company has had significant losses resulting in a deficit of $23,527,874 (March 31, 2025 - $24,455,404). In addition, the Company has not generated revenues from operations. The Company has financed its operations primarily through the issuance of common shares and short-term loans. The Company continues to seek capital through various means including the issuance of equity and/or debt. These material uncertainties cast substantial doubt as to the ability of the Company to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Any such adjustments may be material.

 

In order to continue as a going concern and to meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

 

2. BASIS OF PRESENTATION

 

a) Statement of compliance

 

These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC”). Accordingly, they do not include all of the information required for full annual financial statements by IFRS Accounting Standards (“IFRS”) for complete financial statements for year-end reporting purposes.

 

These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2025, which have been prepared in accordance with IFRS as issued by IASB and IFRIC. These condensed interim financial statements are presented in Canadian dollars, which is also the Company’s functional currency.

 

 

 

  Page 6 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

2. BASIS OF PRESENTATION (Continued)

 

b) Basis of measurement

 

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss or fair value through other comprehensive loss, which are stated at their fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

 

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and effective as of June 30, 2025. The Board of Directors approved these condensed interim consolidated financial statements for issue on August 12, 2025.

 

c) Principles of consolidation

 

These condensed interim consolidated financial statements include the financial statements of the Company and the entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. All significant intercompany transactions and balances have been eliminated.

 

Rio Grande Resources Ltd (“Rio Grande”) was newly incorporated on July 19, 2024 for the purpose of the spin-out that was completed on January 31, 2025 (Note 16). At June 30, 2025, the Company owned 5,152,557 shares representing a 12.12% interest (March 31, 2025 – 19.95% interest) in Rio Grande (Note 4). Sierra Gold & Silver Ltd. (“Sierra”) was a wholly owned subsidiary of the Company and deconsolidated as a result of the completion of the spin-out during the year ended March 31, 2025.

 

3. MATERIAL ACCOUNTING POLICY INFORMATION

 

The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited consolidated financial statements as at March 31, 2025. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2025, which have been prepared in accordance with IFRS as issued by IASB and IFRIC.

 

 

 

 

 

  Page 7 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

3. MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

New accounting standards issued and effective

 

A number of new standards, and amendments to standards and interpretations, are not effective and have not been early adopted in preparing these consolidated financial statements.

 

Classification of Liabilities as Current or Non-current (Amendments to IAS 1) is effective for reporting periods beginning on or after January 1, 2024. The amendments to IAS1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. This amendment to standards resulted in the reclassification of the derivative warrant liability from non-current to current liability as described in Note 9.

 

Presentation and Disclosure in Financial Statements (IFRS 18) is effective for reporting periods beginning on or after January 1, 2027. IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions. The Company will be assessing the impact of adoption.

 

The Company is assessing the impact this new accounting standard may have on its condensed interim consolidated financial statements.

 

4. INVESTMENT IN ASSOCIATE

 

On January 31, 2025, as a result of the spin-out (Note 16) the Company received 5,152,557 shares of Rio Grande, a publicly traded company, representing a 19.95% interest in Rio Grande, at a fair value of $489,493. At March 31, 2025, 5,152,557 shares represented a 19.95% interest in Rio Grande. As a result of the share ownership in conjunction with other factors (including a common CEO and director) it was determined that the Company exercises significant influence over Rio Grande and has accounted for its investment in Rio Grande using the equity method.

 

Summary statement of financial position of Rio Grande as at March 31, 2025:

 

    As at
March 31, 2025
 
       
Cash   $ 531,375  
Other current assets     14,935  
Long-term exploration assets     3,189,002  
Short-term accounts payable and accrued liabilities     (717,444 )
Royalty payable     (367,784 )
Long-term tax penalty payable     (207,350 )
Long-term notes payable     (1,197,450 )
Long term derivative liability     (5,647 )
         
Net assets   $ 1,239,637  

 

 

 

  Page 8 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

4. INVESTMENT IN ASSOCIATE (Continued)

 

Summary statement of loss and comprehensive loss of Rio Grande for:

 

    For the period from
April 1, 2025 to
June 17, 2025
  For the period from
February 1, 2025 to
March 31, 2025
         
Loss from operations   $ (220,302 )   $ (530,140 )
Net loss and comprehensive loss   $ (220,302 )   $ (530,140 )

 

At June 30, 2025, the Company owned 5,152,557 shares representing a 12.12% interest (March 31, 2025 – 19.95% interest) in Rio Grande. As a result of a dilution, the share ownership in conjunction with other factors, it was determined that the Company no longer exercises significant influence over Rio Grande and derecognized the investment in associate resulting in a gain of $1,471,188, calculated as the difference between the fair market value of the shares held at the time of derecognition, based on the quoted market price of $1,854,921, and the total of the carrying value of the investment in associate immediately prior to derecognition of ($357,043) and the equity share of loss through June 17, 2025 of ($26,690).

 

    Investment in associate  
       
Balance as at March 31, 2024   $ -  
Value of shares received on spinout     489,493  
Equity share of loss     (105,760 )
Balance as at March 31, 2025     383,733  
Equity share of loss through June 17, 2025    

(26,690

)
Derecognition of investment to profit and loss due to loss of interest     (357,043 )
         
Balance as at June 30, 2025   $ -  

 

5. MARKETABLE SECURITIES

 

On June 17, 2025, Rio Grande’s outstanding share were 42,525,845, where 5,152,557 shares that were held by the Company represented a 12.12% interest (March 31, 2025 – 19.95% interest) in Rio Grande. Due to the reduction in share ownership and resulting significant influence, the shares were revalued and reclassified as marketable securities.

 

    Common shares     Total  
Rio Grande Resources Ltd                
As of March 31, 2025     -       $  
Reclassification     5,152,557       1,854,921 *
As of June 30, 2025     5,152,557     $ 1,854,921 *

* determined based on the quoted market price.

 

 

  Page 9 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

6. PROMISSORY NOTES RECEIVABLE

 

On November 5, 2024, as a condition of the completion of the Arrangement (Note 16), the Company, through Rio Grande, entered into:

 

i) a $677,450 promissory note with a related party, namely Jason Barnard and Christina Barnard repayable by the Company on or before November 5, 2027. The Rio Grande Promissory Note will bear interest of 8.95% per annum, starting four months from the effective date of the Arrangement (the “Effective Date”). The full amount of the Rio Grande Promissory Note must be settled by Rio Grande using funds from its first and, as necessary, subsequent financing(s) following completion of the Arrangement. The Rio Grande Promissory Note is secured by a general security agreement.

 

This promissory note ceased to be a receivable on January 31, 2025 as it was included in the Spin-Out (Note 16).

 

ii) a $520,000 promissory note to the Company due for repayment on or before November 5, 2027. The promissory note is a related party receivable as a result of having a common director and bears interest of 8.95% per annum, starting four months from January 31, 2025. The full amount of the Rio Grande Promissory Note must be settled by Rio Grande using funds from its first and, as necessary, subsequent financing(s) following completion of the Arrangement. The promissory note is unsecured. In accordance to the arrangement, $197,850 from Rio Grande’s completed financing was applied to the outstanding amount. During the period ended June 30, 2025, the Company accrued interest income of $3,825 and collected payment of $7,378. As at June 30, 2025, the outstanding balance is $318,597.

 

 

 

 

 

 

 

 

 

 

 

 

 

  Page 10 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

7. EXPLORATION AND EVALUATION ASSETS

 

During the period ended June 30, 2025, the following expenditures were incurred on the exploration and evaluation properties of the Company’s assets:

 

    Zoro Property     Jean Lake Property     Grass River Property     Jol Lithium Property     Peg North Property     Lac Simard Property     Athabasca
Properties
    Total  
                                                 
Acquisition costs                                                                
Balance, March 31, 2025   $ 1,909,407     $ 350,000     $ 45,385     $ 12,368     $ 600,000     $ 127,153     $ 6,716,449     $ 9,760,762  
Cash     -       -       -       -       150,000       -       -       150,000  
Shares     -       -       -       -       150,000       -       -       150,000  
Balance, June 30, 2025     1,909,407       350,000       45,385       12,368       900,000       127,153       6,716,449       10,060,762  
                                                                 
Exploration costs                                                                
Balance, March 31, 2025     7,081,303       2,473,815       680,016       51,865       881,337       -       395,687       11,564,023  
Assay     11,714       -       -       -       -       -       -       11,714  
Drilling     -       -       -       -       -       -       524,331       524,331  
Field work     -       -       -       -       -       -       561,999       561,999  
Geological, consulting, and other     -       -       -       -       -       -       221,402       221,402  
Survey     -       -       -       -       -       -       198,845       198,845  
Balance, June 30, 2025     7,093,017       2,473,815       680,016       51,865       881,337       -       1,902,264       13,082,314  
                                                                 
Total Balance, June 30, 2025   $ 9,002,424     $ 2,823,815     $ 725,401     $ 64,233     $ 1,781,337     $ 127,153     $ 8,618,713     $ 23,143,076  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Page 11 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

7. EXPLORATION AND EVALUATION ASSETS (Continued)

 

During the year ended March 31, 2025, the following expenditures were incurred on the exploration and evaluation properties of the Company’s assets:

 

    Winston Property     Zoro Property     Jean Lake Property     Grass River Property     Jol Lithium Property     Peg North Property     Lac Simard Property     Athabasca
Properties
    Total  
                                                       
Acquisition costs                                                                        
Balance, March 31, 2024   $ 1,338,793     $ 1,909,407     $ 250,000     $ 45,255     $ 11,730     $ 400,000     $ 127,153     $ -     $ 4,082,338  
Cash     99,189       -       50,000       130       638       100,000       -       -       249,957  
Shares     -       -       50,000       -       -       100,000       -       6,716,449       6,866,449  
Spin-out     (1,437,982 )     -       -       -       -       -       -       -       (1,437,982 )
Balance, March 31, 2025     -       1,909,407       350,000       45,385       12,368       600,000       127,153       6,716,449       9,760,762  
                                                                         
Exploration costs                                                                        
Balance, March 31, 2024     419,233       6,552,532       2,465,023       680,016       45,865       849,406       -       -       11,012,075  
Assay     -       55,945       -       -       -       -       -       -       55,945  
Drilling     -       42,950       -       -       -       -       -       97,308       140,258  
Geological, consulting, and other     28,940       629,875       8,792       -       6,000       31,931       -       298,379       1,003,918  
Exploration cost recovery     -       (200,000 )     -       -       -       -       -       -       (200,000 )
Spin-out     (448,173 )     -       -       -       -       -       -       -       (448,173 )
Balance, March 31, 2025     -       7,081,302       2,473,815       680,016       51,865       881,337       -       395,687       11,564,023  
                                                                         
Total Balance, March 31, 2025   $ -     $ 8,990,709     $ 2,823,815     $ 725,401     $ 64,233     $ 1,481,337     $ 127,153     $ 7,112,136     $ 21,324,785  

 

Winston Property

 

The Winston Property ceased to be an asset of Foremost on January 31, 2025 as it was included in the Spin-Out (Note 16).

 

Zoro Property

 

The Company announced on January 4, 2024 that a $300,000 grant shall be received from the Manitoba Government for the Zoro Lithium Property to fund further exploration and development. During the year ended March 31, 2024, the Company received $100,000 of the $300,000 grant. The remaining $200,000 grant was received during the year ended March 31, 2025.

 

 

 

 

 

 

  Page 12 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

7. EXPLORATION AND EVALUATION ASSETS (Continued)

 

Jean Lake Property

 

The option agreement provides that in order for the Company to earn a 100% interest in the project it is required to make the following cash payments and share issuances to Mount Morgan Resources Ltd. and incur the following project exploration expenditures as follows:

 

a) pay $25,000 in cash (paid) and issue common shares of the Company having a value of $25,000 (5,000 shares issued) on or before August 1, 2021;
b) pay $50,000 in cash (paid), issue $50,000 in common shares (6,704 shares issued) and incur $50,000 in exploration expenditures (incurred) on or before July 30, 2022;
c) pay $50,000 in cash (paid), issue $50,000 in common shares (6,128 shares issued) and incur $100,000 (accumulated) in exploration expenditures (incurred) by July 30, 2023;
d) pay $50,000 in cash (paid) issue $50,000 (12,106 shares issued) in common shares and incur $150,000 (accumulated) in exploration expenditures (incurred) by July 30, 2024; and
e) pay $75,000 in cash (paid subsequent to period end), issue $75,000 in common shares (17,361 shares issued subsequent to period end) and incur $200,000 (accumulated) in exploration expenditures (incurred) by July 30, 2025.

 

Once the Company earns the interest, the Company will grant a 2% NSR to Mount Morgan Resources Ltd. The NSR may be reduced to 1% by the Company’s payment of $1,000,000 to the NSR holder.

 

Grass River Property

 

During the year ended March 31, 2022, the Company staked claims on the Grass River Property in the Snow Lake area of Manitoba for $40,500. During the year ended March 31, 2023, the Company staked additional claims for $3,000. During the year ended March 31, 2024, the Company staked additional claims for $1,755. During the period ended June 30, 2025, the Company incurred $130 (March 31, 2024 -$1,755; 2023 - $130) in claim filing fees.

 

Jol Lithium Property

 

During the year ended March 31, 2023, the Company entered into an agreement and acquired a 100% interest in the MB3530 claim located in the Snow Lake area of Manitoba. To earn the interest, the Company paid $8,000 and issued $2,454 in shares (364 shares issued). During the year ended March 31, 2025, the Company incurred $638 in filing of claim fees. The property is subject to a 2% NSR.

 

Peg North Property

 

During the year ended March 31, 2023, the Company entered into an option agreement to acquire a 100% interest in the Peg North claims located in the Snow Lake mining district in Manitoba. Under the terms of the option agreement (the "First Option"), in consideration for making aggregate cash payments of $750,000, issuing Strider Resources Limited (“Strider”) common shares having an aggregate value of $750,000, and incurring an aggregate of $3,000,000 in exploration expenditures on or before the fifth anniversary, the Company has the right to acquire a 100% interest in the Peg North Claims, subject only to a 2% net smelter return royalty granted to Strider (the "NSR"). The obligations under the First Option can be considered fulfilled under the terms as outlined in the schedule below:

 

 

  Page 13 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

7. EXPLORATION AND EVALUATION ASSETS (Continued)

 

Peg North Property (Continued)

 

a) cash payments of $750,000 as follows:
i) a cash payment of $100,000 on or before June 23, 2022 (paid);
ii) a cash payment of $100,000 on or before June 28, 2023 (paid);
iii) a cash payment of $100,000 on or before June 28, 2024 (paid);
iv) a cash payment of $150,000 on or before June 28, 2025 (paid);
v) a cash payment of $150,000 on or before June 28, 2026;
vi) a cash payment of $150,000 on or before June 28, 2027; and

 

b) the issuance of $750,000 in shares of the Company as follows:
i) the issuance of $100,000 in common shares on or before June 23, 2022 (issued 10,526 shares);
ii) the issuance of $100,000 in common shares on or before June 9, 2023 (issued 13,072 shares);
iii) the issuance of $100,000 in common shares on or before June 28, 2024; (issued 28,818 shares);
iv) the issuance of $150,000 in common shares on or before June 28, 2025; (issued 30,000 shares);
v) the issuance of $150,000 in common shares on or before June 28, 2026;
vi) the issuance of $150,000 in common shares on or before June 28, 2027; and

 

c) incurring exploration expenditures totaling $3,000,000 due on or before June 9, 2027 (incurred cumulative exploration expenditures of $881,337 through June 30, 2025).

 

Provided that the First Option has been exercised, the Company may purchase from Strider one half (1%) of the NSR for a cash payment of $1,500,000 (the “Second Option”) at any time prior to commencement of commercial production.

 

Lac Simard South Property

 

During the year ended March 31, 2024, the Company earned a 100% interest in the Lac Simard South property located in Quebec by paying $35,000 (paid) and issuing 10,700 common shares (issued and valued at $85,600).

 

Athabasca Properties

 

During the year ended March 31 2025, the Company entered into an option agreement with Denison Mines Corp. (“Denison”) to acquire up to a 70% interest in exploration properties in the Athabasca Basin in Northern Saskatchewan (the “Exploration Properties”). To earn the interest, the Company has to make the following cash payments, share issuances and incur project exploration expenditures in 3 phases:

 

Phase 1

 

During the year ended March 31, 2025, the Company earned an initial 20% interest in the Athabasca Properties (14.03% for Hatchet Lake) by:

· Issuing 1,369,810 common shares (issued and valued at $5,205,278) to Denison;
· appointing a Technical Advisor to Foremost at Denison's election; and
· entering into an Investors Rights Agreement providing for, among other things: the appointment by Denison of up to two individuals to the board of directors of Foremost; and a pre-emptive equity participation right for Denison to maintain a 19.95% equity interest in Foremost.

 

The Company also issued 425,682 common shares to arm’s length parties for finders and advisory fees valued at $1,511,171.

 

  Page 14 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

7. EXPLORATION AND EVALUATION ASSETS (Continued)

 

Athabasca Properties (Continued)

 

Phase 2

 

To earn an additional 31% interest in the Athabasca Properties (21.75% for Hatchet Lake), on or before October 4, 2027, the Company must:

· pay $2,000,000 to Denison in cash or common shares or a combination thereof;
· incur $8,000,000 in exploration expenditures on the Athabasca Properties.

 

If the conditions of Phase 2 are not satisfied, the Company shall forfeit the entirety of its interests in and rights to the Athabasca Properties.

 

Phase 3

 

To earn an additional 19% interest in the Athabasca Properties (15.22% for Hatchet Lake), on or before October 4, 2030, and on the successful completion of Phase 2, Foremost must:

· pay $2,500,000 to Denison in cash or common shares or a combination thereof;
· incur a further $12,000,000 in exploration expenditures on the Athabasca Properties.

 

If the conditions of Phase 3 are not satisfied, the Company shall forfeit a portion of its interests in and rights to the Athabasca Properties such that Denison's interests in each of the Athabasca Properties will be increased to 51% and operatorship shall revert to Denison.

 

Upon completion of Phase 3 of the Option Agreement, the parties will enter into a joint venture agreement in respect of each of the Athabasca Properties other than Hatchet Lake and Foremost will become a party to the existing Hatchet Lake joint venture agreement between Trident Resources Corp. and Denison.

 

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payables and accrued liabilities for the Company are broken down as follows:

 

    June 30,
2025
    March 31,
2025
 
             
Trade payables   $ 152,297     $ 93,707  
Accrued liabilities     193,506       56,167  
Due to related parties     338,904       156,244  
                 
    $ 684,707     $ 306,118  

 

During the period June 30, 2024, the Company wrote-off $50,200 in accrued liabilities and settled $181,424 accounts payable for $125,000, resulting in a gain on forgiveness of debt of $106,624.

 

  Page 15 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

9. TERM LOANS PAYABLE

 

    June 30,
2025
    March 31,
2025
 
Non-related party loan payable on demand, no fixed term   $ 5,000     $ 5,000  
Secured Loan payable on October 4, 2025, revised to 9% per annum (see below)     475,674       516,368  
Total term loans payable   $ 480,674     $ 521,368  

 

During the year ended March 31, 2023, the Company entered into a loan agreement with a related party to borrow $1,145,520, inclusive of a prior advance of $145,520 (collectively, the “Loan”), included in short-term loans payable, with Jason Barnard, CEO, and Christina Barnard, COO, of the Company. The terms of the Loan have been amended several times, as detailed below:

 

Initial Terms (May 10, 2022): Interest rate of 8.35% per annum, payable monthly, with a maturity date of May 10, 2023.

Amendment 1 (May 1, 2023): The interest rate was increased to 11.35% per annum. The maturity date was extended to May 10, 2024.

Amendment 2 (April 26, 2024): The maturity date was extended to May 10, 2025.

Amendment 3 (October 4, 2024): The Loan was revised to exclude the newly optioned Denison properties as collateral, and the interest rate was reduced to 9% per annum, effective through to October 4, 2025.

 

The Company incurred $12,241 (2024 - $32,415) in interest and paid $52,935 (2024 - $32,505) in interest on this loan during the period ended June 30, 2025.

 

10. CAPITAL STOCK AND RESERVES

 

Authorized capital stock

 

Unlimited number of common shares without par value.

 

Issued capital stock

 

All issued shares are fully paid.

 

During the period ended June 30, 2025, the Company:

 

a) issued 30,000 common shares at a value of $150,000 pursuant to Peg North Property option agreement (Note 7).

 

b) issued 51,193 common shares pursuant to RSU settlement resulting in reallocation of share-based reserves of $139,244 from reserves to share capital.

 

 

 

 

  Page 16 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES

 

c) issued 109,531 common shares upon exercise of options for gross proceeds of $250,862 resulting in reallocation of share-based reserves of $195,370 from reserves to share capital. The weighted average share price on the date of the option exercise was $4.86.

 

d) issued 1,536,867 common shares upon exercise of warrants for gross proceeds of $4,919,900 resulting in reallocation of warrant reserves of $207,360 from reserves to share capital, and $441,592 was recorded as due to Rio in accordance to the Arrangement (Note 16). The weighted average share price on the date of the warrant exercise was $5.05.

 

During the year ended March 31, 2025, the Company:

 

a) closed a non-brokered private placement issuing 247,471 flow-through units consisting of one flow-through common share and one non-flow-through common share purchase warrant at $5.88 per unit for gross proceeds of $1,455,129 (of which $105,000 was received in March 2024 as subscriptions received in advance), of which $Nil was allocated to the warrant component of the unit and recorded in reserves. Each warrant is exercisable by the holder to purchase an additional common share at a price of $4.00 until April 29, 2026. A value of $537,012 was attributed to the flow-through premium liability in connection with the financing. If at any time, the volume-weighted average trading price of the common shares on the CSE trades at or above $6.00 for 14 consecutive trading days, the Company may elect to accelerate the expiry date of the warrants by giving notice to the holders, by way of a news release, that the warrants will expire 30 calendar days following the date of such notice. The Company paid a cash finder’s fees of $175 and granted 51 finder’s warrants (valued at $100), entitling the holder to purchase one common share at a price of $3.40 per share until April 29, 2026. All securities issued will be subject to a hold period of four months and one day from the date of issuance. The Company also incurred legal and filing fees of $22,694 related to the private placement. The Company is committed to incur a total of $1,455,129 of qualifying Canadian Exploration Expenses (“CEE”) on or before December 31, 2025. As at June 30, 2025, the Company has incurred $1,455,129 in qualifying CEE and has a balance of $Nil (March 31, 2025 - $427,776) in flow-through liability.

 

b) issued 28,818 common shares at a value of $100,000 as part of the annual payment due under the Peg North Property option agreement (Note 7).

 

c) issued 12,106 common shares at a value of $50,000 as a part of the acquisition payments for the Jean Lake option agreement (Note 7).

 

d) issued 1,795,492 common shares at a value of $6,716,449 pursuant to the acquisition of Athabasca Property (Note 7).

 

e) closed a brokered private placement issuing 1,473,000 units consisting of one common share and one common share purchase warrant at $3.00 per unit for gross proceeds of $4,419,000, of which $368,250 was allocated to the warrant component of the unit and recorded in reserves. Each warrant is exercisable by the holder to purchase an additional common share at a price of $4.00 until November 14, 2026.

 

The Company also issued 1,022,500 flow-through units consisting of one flow-through common share and one flow-through common share purchase warrant for $3.50 per unit for gross proceeds of $3,578,750, of which $255,625 was allocated to the warrant component of the unit and recorded in reserves. Each warrant is exercisable by the holder to purchase an additional common share at a price of $4.00 until November 14, 2026. A value of $511,250 was attributed to the flow-through premium liability in connection with the financing. The Company is committed to incur a total of $3,578,750 of qualifying CEE on or before December 31, 2025. As at June 30, 2025, the Company has incurred $390,766 in qualifying CEE and has a balance of $455,426 (March 31, 2025 - $511,250) in flow-through liability.

 

  Page 17 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

The Company also issued 550,000 charitable flow-through units consisting of one charitable flow-through common share and one non-flow-through common share purchase warrant for $4.55 per unit for gross proceeds of $2,502,500, of which $137,500 was allocated to the warrant component of the unit and recorded in reserves. Each warrant is exercisable by the holder to purchase an additional common share at a price of $4.00 until November 14, 2026. A value of $852,500 was attributed to the charitable flow-through premium liability in connection with the financing. The Company is committed to incur a total of $2,502,500 of qualifying CEE on or before December 31, 2025. As at June 30, 2025, the Company has incurred $Nil in qualifying CEE and has a balance of $852,500 (March 31, 2025 - $852,500) in flow-through liability.

 

In connection with these financings, the Company paid commissions of $570,015 and granted 162,730 broker warrants (valued at $201,400). Each broker warrant is exercisable for one common share of the Company at a price of $3.00 per common share until November 14, 2026. The Company also paid other share issuance costs of $82,673.

 

f) issued 82,570 common shares pursuant to RSU settlement resulting in reallocation of share-based reserves of $224,591 from reserves to share capital.

 

Stock Incentive Plan:

 

The Board of Directors adopted the Company’s 2023 Stock Incentive Plan under which allows the Company to grant equity-based incentive awards (each, an “Award”) in the form of stock options (“Options”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and deferred stock units (“DSUs”) to executive, officers, directors, employees, and consultants. The Stock Incentive Plan was ratified by shareholders at the Annual General and Special Meeting (“AGSM”) on December 20, 2024, and is a fixed number share plan providing an aggregate maximum number of common shares that may be issued upon the exercise or settlement of Awards granted under the plan, not to exceed 1,500,000 common shares, subject to the adjustment provisions provided within the plan.

 

Stock options:

 

The 2023 Stock Incentive Plan supersedes and replaces the Company’s Option Plan, dated as originally adopted by the Board of Directors on November 8, 2021, and ratified by the stockholders of the Company on December 10, 2021.

 

During the period ended June 30, 2025, the Company did not grant any stock options.

 

During the year ended March 31, 2025, the Company:

 

a) had 156,589 stock options that were cancelled and/or forfeited, resulting in an allocation of share-based reserves of $619,093 to deficit and reversal of share-based payments of $134,962.

 

b) granted stock options for 36,000 shares to a consultant of the Company. The options are exercisable at $3.91 (USD $2.84) per share until July 23, 2029 with an estimated fair value of $112,200 and vest immediately. These options were cancelled during the period ended June 30, 2025.

 

c) granted stock options for 83,194 shares to directors and officers of the Company. The options are exercisable at $2.76 per share until April 1, 2029 with an estimated fair value of $167,600.
· 51,323 stock options vested immediately.
· 31,871 stock options vest equally over a three-year period.
· During the year ended March 31, 2025, the Company recorded share-based compensation of $133,795 for the vested portion of the stock options.
· During the period ended June 30, 2025, the Company recorded share-based compensation of $6,282 for the vested portion of the stock options.

 

  Page 18 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

Stock options (Continued):

 

d) granted stock options for 55,000 shares to consultants of the Company. The options are exercisable at $2.76 per share until November 15, 2027 with an estimated fair value of $91,100 and vest immediately.

 

e) granted stock options for 36,815 shares to a director, an officer and consultants of the Company. The options are exercisable at $2.76 per share until November 15, 2029 with an estimated fair value of $77,400 and vest immediately.

 

f) granted stock options for 36,000 shares to a consultant of the Company. The options are exercisable at $1.38 (USD $0.99) per share until February 12, 2030 with an estimated fair value of $39,900 and vest immediately.

 

g) granted stock options for 9,200 shares to a director of the Company. The options are exercisable at $1.38 per share until February 12, 2027 with an estimated fair value of $10,200 and vest immediately.

 

h) granted stock options for 83,333 shares to a consultant of the Company. The options are exercisable at $1.20 per share until March 27, 2028 with an estimated fair value of $61,800 and vest immediately. These options were cancelled during the period ended June 30, 2025.

 

Stock option transactions for the period ended June 30, 2025, are summarized as follows:

 

Expiry Date   Exercise Price     Balance March 31, 2025     Granted     Exercised     Forfeited / Expired     Balance June 30, 2025     Exercisable  
                                           
September 2, 2025   $ 11.61 *     20,000       -       -       (20,000 )     -       -  
November 20, 2025   $ 3.64 *     6,000       -       -       (6,000 )     -       -  
December 2, 2025   $ 8.20 *     25,000       -       -       (5,000 )     20,000       20,000  
December 13, 2025   $ 8.65 *     21,000       -       -       (8,000 )     13,000       13,000  
March 26, 2026   $ 3.01 *     20,000       -       (20,000 )     -       -       -  
August 25, 2026   $ 5.15 *     17,500       -       -       -       17,500       17,500  
September 6, 2026   $ 6.01 *     25,000       -       -       (17,500 )     7,500       7,500  
November 1, 2026   $ 6.84 *     10,000       -       -       -       10,000       10,000  
December 4, 2026   $ 4.98 *     20,000       -       -       -       20,000       20,000  
November 15, 2027   $ 2.51 *     55,000       -       (37,000 )     (15,000 )     3,000       3,000  
March 27, 2028   $ 1.20       83,333       -       -       (83,333 )     -       -  
September 6, 2028   $ 6.01 *     60,000       -       -       -       60,000       60,000  
April 1, 2029   $ 2.51 *     71,605       -       (22,212 )     -       49,393 **     28,146  
November 15, 2029   $ 2.51 *     36,815       -       (20,000 )     (10,000 )     6,815       6,815  
February 12, 2030   $ 1.418       36,000       -       (10,319 )     (25,681 )     -       -  
February 12, 2030   $ 1.38       9,200       -       -       -       9,200       9,200  
                                                         
Total             516,453       -       (109,531 )     (190,514 )     216,408       195,161  
                                                         
Weighted average exercise price           $ 3.96     $ -     $ 2.50     $ 3.51     $ 5.09     $ 5.37  
                                                         
Weighted average remaining life (years)             2.81                               2.50          

* on January 31, 2025, pursuant to the Arrangement Agreement (Note 16), the Company modified the exercise of certain stock options.

** 19,556 options exercised subsequently.

 

  Page 19 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

Stock options (Continued):

 

Stock option transactions for the year ended March 31, 2025, are summarized as follows:

 

Expiry Date   Exercise Price     Balance March 31, 2024     Granted     Exercised     Forfeited / Expired     Balance March 31, 2025     Exercisable  
                                           
March 8, 2025   $ 14.12 *     4,000       -       -       (4,000 )     -       -  
September 2, 2025   $ 11.61 *     20,000       -       -       -       20,000       20,000  
September 6, 2025   $ 12.52 *     8,000       -       -       (8,000 )     -       -  
November 20, 2025   $ 3.64 *     6,000       -       -       -       6,000       6,000  
December 2, 2025   $ 8.20 *     62,000       -       -       (37,000 )     25,000       25,000  
December 13, 2025   $ 8.65 *     21,000       -       -       -       21,000       21,000  
March 26, 2026   $ 3.01 *     20,000       -       -       -       20,000       20,000  
August 25, 2026   $ 5.15 *     17,500       -       -       -       17,500       17,500  
September 6, 2026   $ 6.01 *     40,000       -       -       (15,000 )     25,000       25,000  
November 1, 2026   $ 6.84 *     10,000       -       -       -       10,000       10,000  
December 4, 2026   $ 4.98 *     20,000       -       -       -       20,000       20,000  
November 15, 2027   $ 2.51 *     -       55,000       -       -       55,000       55,000  
March 27, 2028   $ 1.20       -       83,333       -       -       83,333       83,333  
September 6, 2028   $ 6.01 *     85,000       -       -       (25,000 )     60,000       60,000  
February 15, 2029   $ 3.98       20,000       -       -       (20,000 )     -       -  
July 23, 2029   $ 3.81 *     -       36,000       -       (36,000 )     -       -  
April 1, 2029   $ 2.51 *     -       83,194       -       (11,589 )     71,605       51,323  
November 15, 2029   $ 2.51 *     -       36,815       -       -       36,815       36,815  
February 12, 2030   $ 1.418       -       36,000       -       -       36,000       36,000  
February 12, 2030   $ 1.38       -       9,200       -       -       9,200       9,200  
                                                         
Total             333,500       339,542       -       (156,589 )     516,453       496,171  
                                                         
Weighted average exercise price           $ 7.38     $ 2.32     $ -     $ 5.86     $ 3.96     $ 4.02  
                                                         
Weighted average remaining life (years)             2.61                               2.81          

* on January 31, 2025, pursuant to the Arrangement Agreement (Note 16), the Company modified the exercise of certain stock options.

 

The fair value of stock options granted was calculated using the Black-Scholes option pricing model with the following weighted average assumptions.

 

    For the period ended
June 30,
2025
    For the year ended
March 31,
2025
 
             
Fair value per option   $ -     $ 1.48  
Exercise price   $ -     $ 2.13  
Expected life (years)     -       3.92  
Interest rate     -       2.92 %
Annualized volatility (based on historical volatility)     -       101 %
Dividend yield     -       0.00 %

 

  Page 20 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

Restricted Share Units (“RSUs”):

 

The terms and conditions of vesting of each RSU granted is determined by the Board at the time of the grant in accordance with the Company’s Stock Incentive Plan. The Company use the fair value method to recognize the obligation and compensation expense associated with the RSUs. The fair value of RSUs issued is determined on the grant date based on the market price of the common shares on the grant date multiplied by the number of RSUs granted. The fair value is expensed over the vesting term. Upon redemption of the RSU, the carrying amount is recorded as an increase in common share capital and a reduction in the reserve.

 

During the period ended June 30, 2025, the Company did not grant any RSUs.

 

During the year ended March 31, 2025, the Company granted 229,579 RSUs to certain directors, officers and consultants of the Company. The total estimated fair value of the RSUs granted was $614,957 based on the market value of the Company’s shares at the grant date. The fair value of each RSU is recorded as share-based payments over the vesting period. These RSUs will vest as follows:

 

· 79,317 RSUs vested immediately.
· 48,138 RSUs - 40,276 vest on April 1, 2025 and 7,862 vested immediately upon the resignation of a director.
· 89,674 RSUs vest equally over a three-year period starting on April 1, 2025.
· 5,362 RSUs vest on November 15, 2025.
· 7,088 RSUs vest on April 1, 2025.

 

During the period ended June 30, 2025, the Company recorded $28,443 (March 31, 2025 - $468,247) in share-based payments relating to the portion of the RSUs vesting through the period.

 

Restricted share unit transactions for the period ended June 30, 2025, are summarized as follows:

 

Grant Date   Balance March 31, 2025     Granted     Settled     Forfeited / Expired     Balance June 30, 2025     Vested (Unsettled)  
                                     
November 15, 2024     136,913       -       (51,193 )     -       85,720       85,720  
February 12, 2025     7,088       -       -       -       7,088       7,088  
      144,001       -       (51,193 )     -       92,808       92,808  

 

Restricted share unit transactions for the year ended March 31, 2025, are summarized as follows:

 

Grant Date   Balance March 31, 2024     Granted     Settled     Forfeited / Expired     Balance March 31, 2025     Vested (Unsettled)  
                                     
November 15, 2024     -       222,491       (82,570 )     (3,008 )     136,913       87,179  
February 12, 2025     -       7,088       -       -       7,088       -  
      -       229,579       (82,570 )     (3,008 )     144,001       87,179  

 

  Page 21 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

Warrants:

 

A continuity of the warrants for the period ended June 30, 2025, are summarized as follows:

 

Expiry Date   Exercise Price     Balance March 31, 2025     Granted     Exercised     Forfeited / Expired     Balance
June 30,
2025
 
                                     
March 13, 2026   $ 4.00 *     341,592       -       (334,239 )*     -       7,353  
April 29, 2026   $ 4.00 *     247,471       -       (247,471 )*     -       -  
May 6, 2026   $ 2.20       -       40,883       -       -       40,883  
May 20, 2026   $ 2.20       -       170,000       -       -       170,000  
May 21, 2026   $ 2.20       -       48,784       -       -       48,784  
May 23, 2026   $ 2.20       -       19,971       -       -       19,971  
May 26, 2026   $ 2.20       -       2,945       -       -       2,945  
May 27, 2026   $ 2.20       -       150,000       -       -       150,000  
June 4, 2026   $ 2.20       -       47,911       -       -       47,911  
November 14, 2026   $ 4.00       3,045,500       -       (808,700 )     -       2,236,800  
August 24, 2028   $USD 6.25       800,000       -       -       -       800,000  
                                                 
Total             4,434,563       480,494       (1,390,410 )     -       3,524,647  
                                                 
Weighted average exercise price           $ 4.92     $ 2.20     $ 3.20     $ -     $ 4.27  
                                                 
Weighted average remaining life (years)             2.04                               1.71  

 

* During the period ended June 30, 2025, the Company initiated a warrant incentive program whereby holders who exercised prior to June 5, 2025 were able to exercise at $1.75 and receive one common share and one additional common share purchase incentive warrant exercisable at $2.20 per common share for a period of one year from the date of issuance. During the period ended June 30, 2025, 233,023 warrants with an expiry date of March 13, 2026, and 247,471 warrants with an expiry date of April 29, 2026, were exercised at $1.75.

 

A continuity of the warrants granted for the year ended March 31, 2025, are summarized as follows:

 

Expiry Date   Exercise Price     Balance March 31, 2024     Granted     Forfeited / Expired     Balance March 31, 2025  
                               
March 13, 2026   $ 4.00       341,592       -       -       341,592  
April 29, 2026   $ 4.00       -       247,471       -       247,471  
November 14, 2026   $ 4.00       -       3,045,000       -       3,045,000  
August 24, 2028   $USD 6.25       800,000       -       -       800,000  
                                         
Total             1,141,592       3,292,971       -       4,434,563  
                                         
Weighted average exercise price           $ 5.58     $ 4.00     $ -     $ 4.92  
                                         
Weighted average remaining life (years)             3.67                       2.04  

 

  Page 22 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

Warrants (continued):

 

The fair value of warrants was allocated to reserves and calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

 

    For the
period ended June 30,
2025
    For the year ended
March 31,
2025
 
             
Fair value per warrant   $ -     $ 1.94  
Exercise price   $ -     $ 4.00  
Expected life (years)     -       2.00  
Interest rate     -       4.30 %
Annualized volatility (based on historical volatility)     -       100 %
Dividend yield     -       0.00 %

 

The Company records warrants with an exercise price that is in a currency that is different from the functional currency as a derivative liability. Any gains or losses are recorded in the condensed interim consolidated statements of income (loss) and comprehensive income (loss) as they relate to the issue of warrants recorded on the Company’s statement of financial position as a derivative liability measured at fair value through profit or loss. The fair value of the 800,000 transferrable warrants ($823,597) issued on August 24, 2023, are valued based on the price as quoted on the NASDAQ. The warrant derivative liability was calculated using the following assumptions:

 

Management has assessed the revised interpretive guidance in accordance with IAS 1 Presentation of Financial Statements Amendments effective for annual periods beginning on or after January 1, 2024 with respect to its derivative warrant liability and determined those instruments meet the requirement to be classified as a current liability. Accordingly, the Company has reclassified derivative warrant liabilities of $656,946 on the consolidated statement of financial position as at March 31, 2024 to conform to the current year’s presentation. The change in presentation had no impact on net and comprehensive loss, or cash flows, or loss per share for the period ended June 30, 2025 and year ended March 31, 2025.

 

    As at
June 30,
2025
    As at
March 31,
2025
 
             
Number of warrants outstanding     800,000       800,000  
Fair value of each warrant at valuation date   $ 0.37 USD     $ 0.14 USD  
Exchange rate     1.36795       1.43125  
Fair value of warrants outstanding (derivative liability)   $ 396,860     $ 152,765  
Change in fair value of derivatives   $ 244,095     $ 498,534 *

* adjusted by $5,647 for portion allocated to Spin-Out (Note 16).

 

 

 

  Page 23 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

Warrants (continued):

 

Share purchase warrants outstanding as at June 30, 2025 are as follows:

 

Issue Date   Number of warrants     Exercise price     Expiry Date
                 
August 24, 2023     800,000 (a)   $ 6.25 USD   August 24, 2028
March 13, 2024     7,353 (b)   $ 4.00     July 14, 2028
November 14, 2024     2,236,800 (c)   $ 4.00     November 14, 2026
May 6, 2025     48,784     $ 2.20     May 6, 2026
May 20, 2025     170,000     $ 2.20     May 20, 2026
May 22, 2025     40,883     $ 2.20     May 22, 2026
May 23, 2025     19,971     $ 2.20     May 23, 2026
May 26, 2025     2,945     $ 2.20     May 26, 2026
May 27, 2025     150,000     $ 2.20     May 27, 2026
June 4, 2025     47,911     $ 2.20     June 4, 2026
      3,524,647              

 

Pursuant to the Arrangement (Note 16), Foremost shall, as agent for Rio Grande, collect and pay to Rio Grande the following amount to Rio Grande:

(a)       $0.8114 per warrant exercised.

(b)       $0.3584 per warrant exercised.

(c)       $0.3584 per warrant exercised.

During the period ended June 30, 2025, the Company collected $402,224.

 

Agent warrants:

 

A continuity of the agent warrants granted for the period ended June 30, 2025 is as follows:

 

Expiry Date   Exercise Price     Balance
March 31,
2025
    Granted     Exercised     Expired     Balance
June 30,
2025
 
                                     
March 13, 2026   $ 3.40       3,274       -       -       -     $ 3,274  
April 29, 2026   $ 3.40       51       -       -       -       51  
November 14, 2026   $ 3.00       162,730       -       (146,457 )     -       16,273  
August 21, 2028   $USD 6.25       40,000       -       -       -       40,000  
                                                 
Total             206,055       -       (146,457 )     -       59,598  
                                                 
Weighted average exercise price           $ 4.19     $ -     $ 3.00     $ -     $ 6.71  
                                                 
Weighted average remaining life (years)             1.96                               2.53  

 

  Page 24 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

10. CAPITAL STOCK AND RESERVES (Continued)

 

Agent warrants (continued):

 

A continuity of the agent warrants granted for the year ended March 31, 2025 is as follows:

 

Expiry Date   Exercise Price     Balance March 31, 2024     Granted     Exercised     Expired     Balance
 March 31,
 2025
 
                                     
July 19, 2024   $ 10.00       5,765       -       -       (5,765 )*     -  
March 13, 2026   $ 3.40       3,274       -       -       -       3,274  
April 29, 2026   $ 3.40       -       51       -       -       51  
November 14, 2026   $ 3.00       -       162,730       -       -       162,730  
August 21, 2028   $USD 6.25       40,000       -       -       -       40,000  
                                                 
Total             49,039       162,781       -       (5,765 )     206,055  
                                                 
Weighted average exercise price           $ 6.50     $ 3.00     $ -     $ 10.00     $ 4.19  
                                                 
Weighted average remaining life (years)             2.94                               1.96  

* 5,765 agent warrants expired, resulting in an allocation of share-based reserves of $22,001 to deficit.

 

Agent warrants outstanding as at June 30, 2025 are as follows:

 

Issue Date   Number of agent warrants     Exercise price     Expiry Date
                 
March 13, 2024     3,274     $ 3.40     March 13, 2026
April 29, 2024     51     $ 3.00     April 29, 2026
November 14, 2024     16,273 (a)   $ 3.00     November 14, 2026
August 21, 2023     40,000     $ 6.25 USD   August 21, 2028
      59,598              

 

Pursuant to the Arrangement (Note 16), Foremost shall, as agent for Rio Grande, collect and pay to Rio Grande the following amount to Rio Grande:

 

(a) $0.8114 per warrant exercised (146,457 warrants exercised during the period ended June 30, 2025 resulting in $39,368 collected).

 

The fair value of agent warrants was calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

 

    For the period ended
June 30,
2025
    For the year ended
March 31,
2025
 
             
Fair value per agent warrants   $ -     $ 1.24  
Exercise price   $ -     $ 3.00  
Expected life (years)     -       2.00  
Interest rate     -       3.18 %
Annualized volatility     -       85.95 %
Dividend yield     -       0.00 %

 

 

  Page 25 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

11. RELATED PARTY TRANSACTIONS

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers and companies controlled by them. The remuneration that was paid or accrued to the directors and other members of key management personnel during the period ended June 30 2025 and 2024 was as follows:

 

    Management and director fees     Consulting  fees     Total  
                   
Period ended June 30, 2025                        
Current and former directors, officers and companies controlled by them   $ 233,114     $ 6,000     $ 239,114  
                         
Period ended June 30, 2024                        
Current and former directors, officers and companies controlled by them   $ 166,500     $ -     $ 166,500  

 

Additionally, please refer to Notes 6 and 9 on the long-term related party promissory note and short-term related party loan payable.

 

During the year ended March 31, 2025, the Company issued 1,369,810 common shares to Denison pursuant to the option agreement. Please refer to Notes 7 and 10. No other fee was paid or accrued to Denison during the year ended March 31, 2025. During the period ended June 30, 2025, The Company paid $6,000 in technical committee fees.

 

The amounts due to/from related parties included in accounts receivable, and accounts payable and accrued liabilities, are unsecured, non-interest bearing, and have no specific terms of repayment, and are as follows:

 

    June 30,
2025
    March 31,
2025
 
             
Current and former directors, officers and companies controlled by them   $ 143,169     $ 135,411  
Due to Rio Grande   $ 441,592 *   $ -  
Due from Rio Grande   $ 229,992     $ 68,825  
Promissory note due from Rio Grande   $ 318,597     $ 520,000  

* proceeds from warrant exercise that Foremost collected on behalf of Rio Grande for acting as an agent (Note 10).

 

  Page 26 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

12. SEGMENTED INFORMATION

 

The Company primarily operates in one reportable operating segment, being the acquisition and exploration of exploration and evaluation assets. Geographic information is as follows:

 

    June 30,
2025
    March 31,
2025
 
             
Exploration and evaluation assets:                
Canada   $ 23,143,076     $ 21,324,785  
                 
    $ 23,143,076     $ 21,324,785  

 

13. FINANCIAL RISK MANAGEMENT

 

Capital management

 

The Company’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern. In the management of capital, the Company monitors its adjusted capital which comprises all components of equity (i.e., capital stock, reserves and deficit).

 

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue common shares through private placements. The Company is not exposed to any externally imposed capital requirements. The Company’s overall strategy remains unchanged from the year ended March 31, 2025.

 

Fair value

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

 

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - Inputs that are not based on observable market data.

 

The fair value of the Company’s marketable securities was calculated using Level 1 inputs while the derivative liability was calculated using Level 2 inputs.

 

The carrying value of cash, receivables, accounts payable and accrued liabilities, and short-term loans payable approximate their fair value because of the short-term nature of these instruments. The promissory note receivable, while not short term in nature, approximates its fair value based on approximation to the market rate of interest.

 

  Page 27 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

13. FINANCIAL RISK MANAGEMENT (Continued)

 

Financial risk factors

 

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

 

Credit risk

 

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a significant concentration of credit risk consists primarily of cash and promissory note receivable. The Company limits its exposure to credit loss by placing its cash with major Canadian financial institutions.

 

Liquidity risk

 

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2025, the Company had a cash balance of $5,892,677 (March 31,2025 - $5,005,346) to settle current liabilities of $2,870,167 (March 31,2025 - $3,248,777). All of the Company’s financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. The Company is exposed to liquidity risk and is dependent on obtaining regular financings in order to continue as a going concern. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings.

 

Market risk

 

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

 

Interest rate risk

 

The Company has cash balances and no variable interest-bearing debt. The Company’s cash does not have significant exposure to interest rate risk.

 

Foreign currency risk

 

The Company is exposed to foreign currency risk on fluctuations related to cash, accounts payable and accrued liabilities that are denominated in a foreign currency. There is a risk in the exchange rate of the Canadian dollar relative to the US dollar and a significant change in this rate could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. The Company does not have material net assets held in a foreign currency.

 

Price risk

 

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of gold and lithium, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. The Company does not currently generate revenue so has limited exposure to price risk.

 

  Page 28 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

14. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

 

During the period ended June 30, 2025, significant non-cash investing and financing transactions included:

a) included in accounts payable and accrued liabilities was $2,784 related to exploration and evaluation assets;
b) issued 30,000 common shares with a fair value of $150,000 for the acquisition of exploration and evaluation assets; and
c) included in prepaid deposits was $35,097 related to exploration and evaluation assets.

 

During the period ended June 30, 2024, significant non-cash investing and financing transactions included:

a) included in accounts payable and accrued liabilities was $1,045,607 related to exploration and evaluation assets;
b) issued 28,818 common shares with a fair value of $100,000 for the acquisition of exploration and evaluation assets;
c) issued 51 agent warrants valued at $100 for the private placement.

 

15. COMMITMENTS

 

Flow-through expenditures

 

The Company has issued flow-through shares and any resulting flow-through share premium was recorded as a flow-through premium liability. The liability is subsequently reduced when the required exploration expenditures are made, and accordingly, a recovery of flow-through premium liability is then recorded in profit or loss.

 

During the year ended March 31, 2024, the Company raised $1,109,268 through the issuance of flow-through private placement and is committed to spend this amount on qualifying Canadian exploration expenditures by December 31, 2025. As of June 30, 2025, the Company has fulfilled $1,109,268 of the required flow-through spending obligation.

 

During the year ended March 31, 2025, the Company raised $7,536,379 through the issuance of flow-through and charitable flow-through private placements and is committed to spend this amount on qualifying Canadian exploration expenditures by December 31, 2025. As of June 30, 2025, the Company has fulfilled $1,845,895 of the required flow-through spending obligation and as such the commitment has been reduced to $5,690,484.

 

The flow-through premium liability is comprised of:

 

    June 30,
2025
    March 31, 2025  
             
Balance, opening   $ 1,791,526     $ 11,666  
Addition     -       1,900,762  
Recovery of flow-through premium liability     (483,600 )     (120,902 )
                 
Balance, closing   $ 1,307,926     $ 1,791,526  

 

During the period ended June 30, 2025, the Company has recognized a recovery of flow-through premium liability of $483,600 (2024 - $16,283) in profit or loss, respectively.

 

  Page 29 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

16. SPIN-OUT TRANSACTION

 

On July 29, 2024, the Company entered into an Arrangement Agreement, which was amended and restated on November 4, 2024, to spin out 100% of the shares of Sierra, into Rio Grande, by way of a plan of arrangement (the “Arrangement”). On January 31, 2025, Foremost and Rio Grande completed the spin-out transaction. Pursuant to the Arrangement Agreement, Rio Grande and Sierra were no longer wholly owned subsidiaries of the Company and were deconsolidated as of January 31, 2025.

 

As a condition to the completion of the Arrangement, Rio Grande issued:

 

i) A $677,450 promissory note (the “Rio Grande Promissory Note”) to a related party, namely Jason Barnard and Christina Barnard, due for payment on or before November 5, 2027. The Rio Grande Promissory Note bears interest of 8.95% per annum, starting four months from the effective date of the Arrangement (the “Effective Date”). The full amount of the Rio Grande Promissory Note must be settled by Rio Grande using funds from its first and, as necessary, subsequent financing(s) following completion of the Arrangement. The Rio Grande Promissory Note is secured by a general security agreement.

 

ii) A $520,000 promissory note (the “Foremost Promissory Note”) to a related party, namely Foremost, due for repayment on or before November 5, 2027. The Foremost Promissory Note bears interest of 8.95% per annum, starting four months from the Effective Date. The Foremost Promissory Note is unsecured.

 

Pursuant to the terms of the Arrangement, Foremost (i) transferred to Rio Grande the right to collect receivables in respect of all amounts outstanding from Sierra to Foremost as at the Effective Date and (ii) assigned and transferred to Rio Grande all of the issued and outstanding Sierra Shares in consideration for Rio Grande issuing 25,827,349 common shares and 9,281,236 warrants with a fair value of $2,604,781 (includes 5,152,557 common shares issued to Foremost).

 

Notwithstanding Foremost’s equity incentive plan (the “Foremost Incentive Plan”), each stock option of Foremost (the “Foremost Options”) entitling the holder thereof to acquire one Foremost Share outstanding immediately prior to the Effective Date was simultaneously surrendered and transferred by the holder thereof to Foremost in the following portions and such portions were exchanged for, as the sole consideration therefor the following consideration.

 

i) 0.9136 of each Foremost Option held immediately prior to the Effective Time were transferred and exchanged for one Foremost Replacement Option to acquire one Foremost Share issued in connection with the Arrangement (the “New Foremost Shares”) having an exercise price (rounded up to the nearest cent) equal to the product of the exercise price of the Foremost Option so exchanged immediately before the exchange of such Foremost Option multiplied by the fair market value of a Foremost Share determined immediately prior to this divided by the total fair market value of a new Foremost Share and the fair market value of two Rio Grande Shares determined immediately prior to the Effective Time; and

 

ii) 0.0864 of each Foremost Option held immediately prior to the Effective Time were transferred and exchanged for two stock options of Rio Grande (each a “Rio Grande Option”), with each whole Rio Grande Option entitling the holder thereof to acquire one Rio Grande Share having an exercise price (rounded up to the nearest cent) equal to the product of the exercise price of the Foremost Option so exchanged immediately before the exchange of such Foremost Option multiplied by the fair market value of a Rio Grande Share determined immediately prior to this divided by the total of the fair market value of a new Foremost Share and the fair market value of two Rio Grande Shares at the Effective Time.

 

Upon modification of the Company’s options the Company recorded $13,200 of stock-based compensation during the year ended March 31, 2025 (Note 10).

 

Notwithstanding the Foremost Incentive Plan, each restricted share unit of Foremost RSU (each a “Foremost RSU”) to acquire one Foremost Share outstanding immediately prior to the Effective Date was simultaneously surrendered and transferred by the Foremost RSU holder thereof to Foremost in the following portions and such portions were exchanged for, as the sole consideration therefor the following consideration:

 

  Page 30 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

16. SPIN-OUT TRANSACTION (Continued)

 

i) 0.9136 of each Foremost RSU held by a Foremost RSU holder immediately prior to the Effective Time was transferred and exchanged for one Foremost Replacement RSU to acquire such number of new Foremost Shares and on such vesting and other conditions as set forth in the applicable award agreement in respect of such Foremost RSU; and

 

ii) 0.0864 of each Foremost RSU held by a Foremost RSU holder immediately prior to the Effective Time was transferred and exchanged for two RSUs of Rio Grande to acquire such number of Rio Grande Shares and on such vesting and other conditions as set forth in the applicable award agreement in respect of such Foremost RSU.

 

Concurrently with the exchange of the Foremost Options and Foremost RSU’s, each share purchase warrant of Foremost (each a “Foremost Warrant”) was amended to entitle the holder thereof to receive, upon due exercise thereof, for the exercise price immediately prior to the Effective Time: (a) one New Foremost Share for each Foremost Share that was issuable upon due exercise of the Foremost Warrant immediately prior to the Effective Time; and (b) two Rio Grande Shares for each Foremost Share that was issuable upon due exercise of the Foremost Warrant immediately prior to the Effective Time.

 

Additionally, Foremost and Rio Grande have acknowledged and agreed that:

 

i) Rio Grande shall forthwith upon receipt of written notice from Foremost from time to time issue, as directed by Foremost, that number of Rio Grande Shares as may be required to satisfy the foregoing;

 

ii) Foremost shall, as agent for Rio Grande, collect and pay to Rio Grande an amount for each two Rio Grande Shares so issued that is equal to the exercise price under the Foremost Warrant multiplied by the fair market value of two Rio Grande Shares at the Effective Time divided by the total fair market value of a Foremost Share and two Rio Grande Shares at the Effective Time; and

 

iii) the terms and conditions applicable to the Foremost Warrants, immediately after the Effective Time, otherwise remain unchanged from the terms and conditions of the Foremost Warrants as they existed immediately before the Effective Time.

 

The value of the net assets transferred to Rio Grande on January 31, 2025, pursuant to the Arrangement, consisted of the following assets:

 

       
       
Carrying value of net assets   $ 212,967  
Fair value of net assets transferred     2,604,781  
         
Gain on spin-out   $ 2,391,814  

 

During the year ended March 31, 2025, the Company recognized $1,914,814 of the gain on spin-out. During the period ended June 30, 2025, the Company realized the remaining gain on spin-out of $477,000.

 

 

 

  Page 31 | 32

FOREMOST CLEAN ENERGY LTD.

Notes to the Condensed Interim Consolidated Financial Statements

June 30, 2025

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

16. SPIN-OUT TRANSACTION (Continued)

 

In accordance with IFRIC 17, Distribution of Non-cash Assets to Owners, the Company recognized the transfer of net assets to Rio Grande shareholders at fair value with the difference between that value and the carrying amount of the net assets recognized in the consolidated statement of income (loss) and comprehensive income (loss). The fair value of net assets transferred was based on the expected market value of a Rio Grande share of $0.095 per share.

 

17. CONTINGENCIES

 

On June 3, 2025, the Company was served a statement of claim filed with the Ontario Superior Court of Justice by a former officer with respect to termination of his employment with the Company in 2022 and alleging wrongful dismissal. The claim seeks unspecified damages.

 

The Company has made an assessment on the validity of the claims and, at this time, the probability and amounts of any potential loss resulting from such claims is not determinable and no amounts have been accrued for any potential liability resulting from this in these consolidated financial statements.

 

The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing its litigation and regulatory matters using available information. The Company develops its views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs.

 

18. SUBSEQUENT EVENTS

 

Subsequent to June 30, 2025 the Company:

 

i) issued 19,556 common shares upon exercise of options for gross proceeds of $49,086.
ii) issued 17,361 common shares pursuant to the Jean Lake Property option agreement (Note 7).
iii) granted 413,100 RSUs to its directors, officers and certain consultants of the company. The RSUs will vest in three equal installments on April 1, 2026, April 1, 2027, and April 1, 2028, contingent on continued service and in accordance with Foremost’s Stock Incentive Plan.

 

 

 

 

 

Page 32 | 32

 

EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foremost Clean Energy Ltd.

(Formerly Foremost Lithium Resource & Technology Ltd.)

 

 

Management’s Discussion and Analysis

 

For the period ended June 30, 2025

 

 

 

 

NASDAQ: FMST

CSE: FAT

 

 

 

 

 

 

 

 

 

 

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

This MD&A is dated as of August 12, 2025.

 

This management’s discussion and analysis of financial position and results of operations (“MD&A”) is prepared as of August 12 , 2025, and should be read in conjunction with the condensed interim consolidated financial statements of Foremost Clean Energy Ltd. (formerly Foremost Lithium Resource & Technology Ltd.) (“Foremost” or the “Company”) for the period ended June 30, 2025, with the related notes thereto. The condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC”). As permitted by the rules of the U.S. Securities and Exchange Commission for foreign private issuers, we do not reconcile our financial statements to United States generally accepted accounting principles.

 

All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where noted.

 

Further information regarding the Company and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR+) in Canada, which can be obtained from www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) in the United States, which can be obtained from www.sec.gov.

 

On August 22, 2023, the Company began trading on NASDAQ under the symbols FMST and FMSTW.

 

FORWARD-LOOKING STATEMENTS

 

Except for statements of historical facts relating to the Company, this MD&A contains "forward-looking statements" within the meaning of applicable securities legislation. These forward-looking statements are made as of the date of this MD&A and the Company does not intend and does not assume any obligation to update these forward-looking statements, except as required by applicable securities laws.

 

Forward-looking statements may include, but are not limited to, statements with respect to the future price of metals, the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of future exploration programs, capital expenditures, success of exploration activities, permitting timelines, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and the completion of transactions and future listings and regulatory approvals. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" 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". Forward-looking information in this MD&A includes, among other things, disclosure regarding: the Company’s mineral properties as well as its outlook, statements with respect to the success of exploration activities, permitting timelines, costs and expenditure requirements for additional capital and regulatory approvals, as well as the information under the headings "Overall Performance”, “Liquidity” and “Capital Resources”.

 

In making the forward looking statements in this MD&A, the Company has applied certain factors and assumptions that it believes are reasonable, including: that there is no material deterioration in general business and economic conditions; that the timing, costs and results of the Company’s proposed exploration programs are consistent with the Company’s current expectations; that the Company receives regulatory and governmental approvals and permits for its properties on a timely basis; that the Company is able to obtain financing for its properties on reasonable terms and on a timely basis; that the Company is able to procure equipment and supplies in sufficient quantities and on a timely basis; that engineering and exploration timetables and capital costs for the Company’s exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions; and that any environmental and other proceedings or disputes are satisfactorily resolved.

 

However, 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 the forward-looking statements. Such factors may include, among others: actual results of current and proposed exploration activities; actual results of reclamation activities; future metal prices; accidents, labor disputes, adverse weather conditions, unanticipated geological formations; other risks of the mining industry; delays in obtaining governmental or regulatory approvals or financing or in the completion of exploration activities; and as well as those factors discussed in the section entitled "Risks and Uncertainties" in this MD&A. 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.

 

  Page 2 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

There can be no assurance that forward-looking 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 on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

 

The technical information in this MD&A has been reviewed by Cameron McKay, P. Geo., Matthew Carter, P.Geo (Dahrouge Geological Consulting Ltd.) Lindsay Bottomer, P. Geo, and Mark Fedikow, PhD P. Geo, CPG., who are Qualified Persons as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43- 101”).

 

DESCRIPTION OF BUSINESS

 

Foremost Clean Energy is an 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, 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.

 

SUBSIDIARIES

 

Rio Grande Resources Ltd (“Rio Grande”) was newly incorporated on July 19, 2024 for the purpose of the spin-out that was completed on January 31, 2025. At June 30, 2025, the Company owned 5,152,557 shares representing a 12.12% interest (March 31, 2025 – 19.95% interest) in Rio Grande. Sierra Gold & Silver Ltd. (“Sierra”) was a wholly owned subsidiary of the Company and deconsolidated as a result of the completion of the spin-out during the year ended March 31, 2025.

 

GOING CONCERN

 

The condensed interim consolidated financial statements were prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at June 30, 2025, the Company has had significant losses. In addition, the Company has not generated revenues from operations. The Company has financed its operations primarily through the issuance of common shares and short-term loans. The Company continues to seek capital through various means including the issuance of equity and/or debt. These circumstances cast substantial doubt as to the ability of the Company to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Any such adjustments may be material.

 

The Company’s business financial condition and results of operations may be further negatively affected by global geopolitical and economic developments, including the war in Ukraine and economic disruption related to trade actions and/or tariffs. The indirect impacts on the economy and the mining industry or other related industries, could negatively affect the business and may make it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about on its business, results of operations, financial position and cash flows in the future.

 

In order to continue as a going concern and to meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

 

    June 30,
2025
    March 31,
2025
 
             
Working capital (deficit)   $ 5,715,161     $ 2,111,763  
Deficit   $ (23,527,874 )   $ (24,455,404 )

 

  Page 3 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

MINERAL PROPERTIES

 

Athabasca Properties

 

During the year ended March 31, 2025, the Company entered into an option agreement with Denison Mines Corp. (“Denison”), to acquire up to a 70% interest in the Athabasca Properties, which is a group comprised of 10 individual uranium exploration properties covering over 330,000 acres in the Athabasca Basin in Northern Saskatchewan.

 

Ownership Details

 

The Athabasca Properties are comprised of 45 mineral exploration claims that form each of the Blackwing, Murphy Lake South, GR, CLK, Torwalt Lake, Turkey Lake, Epp Lake, Marten, Wolverine, and Hatchet Lake properties in the Athabasca Basin region of northern Saskatchewan, covering 134,509 hectares. Denison currently has 100% ownership in all of the properties except for Hatchet Lake, which is subject to a joint venture agreement with Trident Resources Corp., with Denison holding a 70.15% ownership as of June 30, 2025.

 

Under the terms of the option, the Company may acquire up to 70% of Denison's interest in the Athabasca Properties. In the case of Hatchet Lake, Foremost may earn up to a 51% interest in the Hatchet Lake joint venture, representing slightly over 70% of Denison's ownership interest at the execution of the option agreement.

 

The Option Agreement contains three (3) phases, as summarized below:

 

Phase 1

 

During the year ended March 31, 2025, the Company earned a 20% interest in the Athabasca Properties (14.03% for Hatchet Lake), by completing the following:

 

· Issued 1,369,810 common shares (issued and valued at $5,205,278) to Denison;
· Appointed a Technical Advisor to Foremost at Denison's election; and
· Entered into an Investors Rights Agreement providing for, among other things: the appointment by Denison of up to two (2) individuals to the board of directors of Foremost; and a pre-emptive equity participation right for Denison to maintain a 19.95% equity interest in Foremost.

 

The Company also issued 425,682 common shares to arm’s length parties for finders and advisory fees valued at $1,511,171.

 

Phase 2

 

To earn an additional 31% interest in the Athabasca Properties (21.75% for Hatchet Lake), on or before October 4, 2027, Foremost must:

 

  · Pay Denison $2,000,000 in cash or common shares or a combination thereof, at the discretion of Foremost; and
  · Incur $8,000,000 in exploration expenditures on the Athabasca Properties.

 

If the conditions of Phase 2 are not satisfied, Foremost shall forfeit the entirety of its interests in and rights to the Athabasca Properties.

 

Phase 3

 

To earn an additional 19% interest in the Athabasca Properties (15.22% for Hatchet Lake), on or before October 4, 2030, following the successful completion of Phase 2, Foremost must:

 

  · Pay Denison a further $2,500,000 in cash or common shares or a combination thereof, at the discretion of Foremost; and
  · Incur a further $12,000,000 in exploration expenditures on the Athabasca Properties.

 

If the conditions of Phase 3 are not satisfied, Foremost shall forfeit a portion of its interests in and rights to the Athabasca Properties such that Denison's interests in each of the Athabasca Properties will be increased to 51% and operatorship shall revert to Denison.

 

Upon completion of Phase 3 of the Option Agreement, the parties will enter into a joint venture agreement in respect of each of the Athabasca Properties other than Hatchet Lake and Foremost will become a party to the existing Hatchet Lake joint venture agreement between Trident Resources Corp. and Denison.

 

 

  Page 4 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Exploration update

 

The Hatchet Lake Uranium Property

 

The Hatchet Lake Property ("Hatchet") encompasses nine (9) mineral claims within two (2) claim blocks (Richardson and South, or Tuning Fork), totaling 25,234 acres/10,212 hectares located in the northeast region of the Athabasca Basin. Historic drilling on the property dates back to the 60’s. More recent drilling has been conducted with promising results beginning in 2013 where 2,360.6 meters over 12 drillholes was completed. Highlights from the 2013 program include drill hole RL-13-13, which returned 1.52% U3O8 over 0.15 metres, located approximately five meters below the unconformity. Additionally, drillhole RL-13-16 encountered uranium mineralization straddling the unconformity, grading 0.45% U3O8 over 2.3 meters. In 2014, 2,038 metres over 10 drillholes were completed which focused on close proximity drillholes to follow-up the 2013 results. The highlight was drillhole RL-14-19 which intersected a broad zone of weak uranium mineralization averaging 0.025% U3O8 over 8.5 meters. In addition, drillhole RL-14-27 returned significant base metal mineralization, including 3.3% Pb, 0.27% Zn, and 19.6 g/t Ag over 9.6 metres.

 

Exploration progressed in 2015 with a total of 2,547 meters over 9 drillholes in the Tuning Fork grid area. Notable highlights from this campaign include drill hole TF-15-01, which intersected a zone of intense basement clay alteration with elevated uranium values of 491 ppm U. Drilling programs during this period demonstrated the presence of significant structures and alterations consistent with uranium mineralization systems.

 

The most recent drill programs in 2024 showcased continued success, particularly in the Richardson and Tuning Fork areas. Drillhole RL-24-29 returned notable results of 0.11% U3O8 (901 ppm U) from 81.2 to 81.4 meters and 0.04% U3O8 (354 ppm U) from 81.4 to 81.9 metres. The Tuning Fork area also indicated anomalous mineralization, with assays reflecting elevated levels of pathfinder elements suggestive warranting further follow up.

 

On May 15, 2025 the Company completed a maiden winter drill program at the Hatchet originally planned as an 8-hole ~2,000 metre program, increased to 10-holes for over 2,400 metres following positive preliminary results from drill hole TF-25-16 – which discovered a new area of uranium mineralization highlighted by a mineralized interval of 0.10% eU3O8 over 6.5m, including 0.22% eU3O8 over 0.9m, within a 15m wide zone of alteration. Anomalous radioactivity was detected directly above and/or below the unconformity in six of the ten drill holes completed as part of the drill program: RL-25-32, TF-25-13, TF-25-16, TF-25-17, TF-25-18, and TF-25-19.

 

Drill Hole TF-25-16

Drill hole TF-25-16 was completed with an azimuth of 288⁰ and a dip of 68⁰ to a depth of 251 metres located approximately 1km SSW of historic drill hole Q20-1, which intersected weakly elevated uranium mineralization over approximately 1 metre along an interpreted near north-south oriented conductor in the Tuning Fork target area in the south eastern extent of the Hatchet property. The mineralization encountered in TF-25-16 occurs at or below the unconformity and is associated with strong clay-hematite-chlorite alteration and is summarized in Table 1 as radiometric equivalent U3O8 (“eU3O8”), which has been derived from a calibrated gamma downhole probe.

 

Table 1: Drill hole TF-25-16 – Downhole Gamma Probe Highlights

From (m) To (m) Length (m) (1) eU3O8 (%)(2)
144.5 145.5 1.0 0.132
146.0 146.5 0.5 0.083
146.9 147.8 0.9 0.217
Including 147.4 147.5 0.1 0.502
  147.5 147.6 0.1 0.580
149.8 151.0 1.2 0.155

 

(1) Final depth measurements and true thickness have not yet been determined

(2) Composited at a 0.05% eU3O8 cut-off

 

Samples from the mineralized intersections in these drill holes have been submitted for assay and results are pending.

 

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Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Sampling, Analytical Methods and QA/QC Protocols

 

Following the completion of a drill hole, the hole is radiometrically logged using a downhole gamma probe, which collects continuous readings of radioactivity at 0.10m intervals along the length of the drill hole. Probe results are then calibrated using an algorithm calculated from the comparison of probe results against a geochemical reference. The gamma-log results provide an immediate radiometric equivalent uranium value (eU3O8%) for the hole, which, except in very high-grade zones, is reasonably accurate.

The downhole gamma probe data detailed in this news release was measured using a QL40-GR Natural Gamma probe from Mount Sopris that was calibrated on February 27, 2025, at the Grand Junction, CO, calibration test pits. Downhole measurements were taken at 0.10m intervals from the top of hole and depth corrected to the handheld RS-125 scintillometer, which was used to determine radioactivity of the core.

 

True thickness has not yet been determined. Where core has been recovered, sampling over mineralized interval is standardized 0.5m samples, except over intervals of strongly elevated radioactivity where select samples between 0.10 & 0.25m were collected. This includes shoulder samples 1m above and below the elevated zone. These select samples were split in half, with one kept in the core box and the other shipped to SRC for sample preparation and analysis. SRC is an independent laboratory with ISO/IEC 17025: 2005 accreditation for the relevant procedures. Control samples are implemented at a frequency of ~5%.

 

CLK Uranium Property

 

The CLK Property (“CLK”) encompasses 25,753 acres (10,422 hectares) and is situated approximately 30 kilometers south of the Athabasca Basin margin, overlapping the northwestern edge of the Snowbird Tectonic Zone, and adjacent to prominent Black Lake Fault. Historical drill programs in 1997 and 2000 resulted in the completion of two significant drill holes, CLG – D1 and CLG-D5, both of which intersected notable uranium mineralization:

 

· CLG-D1: Intersected 8,600 ppm U at 862 meters, hosted in pitchblende stringers in the basement just below the unconformity.
· CLG-D5: Intersected 510 ppm U at ~ 900 meters depth immediately above the unconformity.

 

On May 07, 2025, the Company announced that it had completed a 771 line-kilometer MobileMT™ airborne geophysical survey over CLK conducted by Expert Geophysics Surveys Inc. ("EGS"). The survey is expected to enhance the Company’s understanding of the conductive trends prospective for uranium mineralization, which were targeted during the 1997 drilling campaign that encountered uranium mineralization at 862 meters depth. Previous targeting was based on outdated geophysical surveying methods, which could not achieve the high resolution of sub-surface mapping that is available from modern geophysical surveying systems.

 

The survey data is currently being processed and is expected to help identify conductive trends and structural features associated with known uranium mineralization and will be used to delineate targets for future drill programs.

 

Wolverine Uranium Property

 

The Wolverine Property (“Wolverine”) is comprised of three mineral claims totaling 12,444 acres (5,036 hectares), located on the southeastern edge of the Athabasca Basin. On June 25, 2025, the Company announced the commencement of a radon geochemical survey, designed to refine drill targeting by detecting radon gas emissions associated with subsurface uranium mineralization along known fault structures. Historical drilling has intersected uranium mineralization within faulted pegmatite basement rocks. Upon completion of the survey, results will be integrated with existing geochemical and geophysical data to identify high priority drill targets.

 

 

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Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

The Manitoba Properties

 

The Zoro Lithium Property

 

The Zoro Lithium Property is comprised of 16 claims over 8.377 acres (3,390 hectares) located near the east shore of Wekusko Lake in west-central Manitoba, approximately 20 km east of the mining town of Snow Lake, 249 km southeast of Thompson and 571 km northwest of Winnipeg and consists of the Zoro 1 Agreement and the Green Bay and Strider Agreements.

 

Ownership Details

 

Zoro I Agreement

 

The Zoro 1 claim totals approximately 52 hectares in size and was purchased for the price of 140,000 common shares of the Company, $50,000 in cash and a non-interest-bearing promissory note for $100,000 (paid). In addition, the Company paid a finder’s fee of 20,000 common shares to an arm’s length third party in connection with the acquisition of the Zoro 1 claim. The Company has earned 100% undivided interest in the claim. Further details of the Company’s acquisition of the Zoro 1 claim are included in the Company’s financial statements and annual filings.

 

Strider and Green Bay Agreement

 

The Company has earned 100% interest in all lithium-bearing pegmatite dykes on the 15 additional claims in the Strider and Green Bay Agreements by paying $500,000 in cash and by issuing $500,000 in shares (107,150 shares issued). Both property agreements are each subject to a 2% net smelter return royalty (the “NSR”). The Company can acquire an undivided 50% interest in the NSR, being one-half of the NSR or a 1% NSR, from Strider Resources (“Strider”) by making a $1,000,000 cash payment to Strider, together with all accrued but unpaid NSR at the time, prior to the commencement of commercial production on the property. During the option period, the Company is responsible for carrying out and administering exploration, development, and mining work on the property and for maintaining the property in good standing.

 

Exploration at the Zoro Lithium Property

 

Diamond drilling, prospecting and sampling programs conducted in 2016 through 2019 confirmed the presence of spodumene bearing pegmatites. Metallurgical studies were undertaken on material collected from four 2018 drill holes at Dyke 1. The successful drill testing of a Mobile Metal Ions (“MMI”) soil geochemical anomaly in 2017 and the discovery of the high-grade lithium-bearing Dyke 8 provided the rationale for expanding these surveys to the remainder of the property.

 

A helicopter-assisted crew of field technicians extended the current MMI survey coverage on the property with the collection of 784 soil samples The Company previously assessed the amount of high-grade lithium in Dyke 1 through a 2017/2018 winter drill program, reaching the dyke’s deeper levels (>150 m). Additionally, the winter drill program was expanded to Dykes 5 and 7, to test historic results and recent assay results from trench and outcrop sampling of both dykes. During the 2017/18 winter drill program, the Company also discovered a previously unknown spodumene bearing pegmatite dyke. The discovery was made during the 2,472-metre, 19-hole drill program, as described in Company’s news releases on January 19 and February 13, 2018. The discovery of this additional dyke was made by drill-testing a MMI soil geochemical anomaly bringing the total of known high-grade lithium mineralized spodumene pegmatite dykes on the Zoro Lithium Project to eight. Further results from the winter drill program included narrow intercepts from shallow drill holes testing Dykes 2, 5 and 7. Of these, Dyke 5, tested by drill hole FAR18-30, intersected 1 m of 1.2% Li2O. Overall the results for each of these dykes were consistent with historic exploration results. The Company announced assay results from the fifth drilling program at Zoro on July 3, 2019, completing a total 3,054 m of drilling in 22 holes. A total of five new pegmatite dyke have been identified to date, bringing the total to 13, and the drilling extended the limits at Dyke 8, which has been intersected by six holes from two of the Company’s drilling campaigns. The Company has posted the results of all historic drill programs and laboratory testing on its website. at www.foremostcleanenergy.com.

 

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Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Drill Programs

 

2022 Drill Program Highlights

 

On April 26, 2022, the Company announced its first drill program had been completed since 2018 with a ten-hole 1,509-metre drill program designed to test MMI soil geochemical anomalies. Highlights include a sixteenth spodumene-bearing pegmatite dyke discovery. This pegmatite was intersected by two drill holes, DDH FM22-70 and was drilled at -50 degrees inclination. Two pegmatite intercepts totaling 4.9 m with up to 15% light green spodumene crystal aggregates were obtained. A second hole, DDHFM22-70B, was drilled at a steeper inclination of -65 degrees to undercut the first pegmatite intersection. This hole intersected a five-metre intercept of the same spodumene mineralized pegmatite as hole FM22-70. The host rock to these pegmatites is a fine-grained foliated basalt.

 

Additionally, DDHFM22-71 was drilled at -65 degrees to undercut the 2018 pegmatite and intersected three discrete pegmatites. A 4.5 m spodumene-bearing pegmatite intersected between 70.45 and 75.89 m before being truncated by a fault. This intercept is 37 m below the previous 2018 drill intercepted Dyke 8 spodumene mineralization. A further pegmatite intersected below the fault between 84.4 and 86.65 m, and a third between 148.75 m and 152.65 m. To date, Dyke 8 has drill indicated dimensions of 120 m in length, 5-15 m in width and has been drilled to a depth of 157 m below surface. Assay results from the first pegmatite intersection vary from 0.05%-0.86% Li2O in five core samples over 5.44 m and 0.05% Li2O in each of two core samples over 2.25 m from the second pegmatite intersection (Table 1). A third pegmatite intersected over 3.91 m in DDHFM22-071 assayed 0.09-0.21% Li2O with the highest concentrations for related metals Cs (1440 ppm) and Nb (137.9 ppm); (sample 423028; Table 1). Tantalum analyses from Dyke 8 core samples vary between 30.2 ppm and 88.5 ppm. See a full list of assay results below in Table 1.

 

Table 1. Zoro 2022 Drill Results – Summary of NQ core assay results for lithium and related metals from spodumene-bearing pegmatites and pegmatites without visible

 

 

 

NQ Core Sample

 

Depth (m)

 

Width (m)

 

Li ppm

 

Li20%

 

Cs ppm

 

Nb ppm

 

Ta ppm

DDHFM22-07 423011 32.44-33.24 0.8 203 0.04 296 137 86.6
  423012 33.24-34.0 0.76 1040 0.22 226 116.2 89.7
  423013 34.0-35.0 1 6220 1.33 260 84.3 58.8
  423014 35.0-35.8 0.8 4000 0.86 253 97.1 47.4
DDHFM22-070B                
  423015 43.21-44.0 0.79 200 0.04 395 107.9 65.3
  423016 44.0-45.0 1.0 3030 0.65 225 74.9 28.3
  423017 45.0-46.0 1.0 4890 1.05 319 113.3 35.7
  423018 46.0-47.0 1.0 4460 0.96 301 111.5 35.7
  423019 47.0-48.13 1.13 4030 0.86 476 106.5 61.9
Dyke 8                
DDHFM22-071                
  423021 70.45-71.30 0.85 563 0.12 328 99.9 63.1
  423022 71.30-72.30 1.0 4030 0.86 384 57.1 30.2
  423023 72.30-73.30 1.0 1770 0.38 562 61.3 46.2
  423024 73.30-74.27 0.97 1170 0.25 362 92.6 52.8
  423025 75.20-75.89 0.69 659 0.14 565 135 55.2
  423026 84.40-85.50 1.10 275 0.05 330 49.6 31.6
  423027* 85.5-86.65 1.15 246 0.05 414 62.8 34.3
  423028* 148.74-149.4 0.65 1000 0.21 1440 137.9 88.5
  423029* 150.76-151.7 0.94 440 0.09 777 67.3 32.8
  423031* 151.7-152.65 0.95 429 0.09 539 90.4 59.3

 

* Refers to no visible spodumene observed in core sample

 

2024 Winter Drill Program

 

On August 16, 2024, positive results from completed 5,826-metre drilling campaign at its Zoro Lithium Property. The drilling program targeted untested mineralization at depth, south-east of Dyke 1, the Company's maiden inferred resource of 1,074,567 tons at a grade of 0.91% Li2O, with a cut-off of 0.3%, as outlined in the Company’s filed Regulation SK-1300 Technical Report Summary (2023) and NI 43-101. Technical report (2018). Assay results included 1.52% Li2O over 5.02 m in drill hole FL24-009, 1.10% Li2O over 9.88 m in drill hole FL24-010, and 0.80% Li2O over 9.05 m in drill hole FL24-020.

 

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Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Drill results completed during the Winter 2024 program proximal to Dyke 1 have demonstrated the continuity of lithium mineralization along Dyke, as well as infill areas along strike and at depth. Drilling was used to assess lateral continuity as well as to test the presence of mineralization at depth. Confirmation of lithium mineralization extended Dyke 1 from a previous 265-meter strike length to greater than 400 meters. In the west, the body is comprised of multiple near surface lithium-bearing pegmatites that range up to an apparent 17.9 m thickness. See table 2 below for full assay results.

 

 

Table 2. Summary for NQ core assay results for lithium and related metals from the 2024 Winter drill campaign at Dyke 1.

 

Zoro Property Report

 

NQ Core Sample Depth (m) Width (m) Li (ppm) Li2O (%) Cs (ppm) Ta (ppm)
FL24-009 FL009-029 199.00 199.96 0.96 10009 2.155 125 21.6
  FL009-030 199.96 -201.00 1.04 6686 1.439 149 28.4
  FL009-033 201.00 202.00 1.00 601 0.129 187 10.1
  FL009-034 202.00 202.92 0.92 4690 1.01 141 22.5
  FL009-035 202.92 203.97 1.05 4815 1.037 106 17.7
  FL009-036 203.97 205.00 1.03 2341 0.504 170 19.4
FL24-009 FL009-061 235.98 237.00 1.02 2520 0.542 123 36.4
  FL009-062 237.00 237.97 0.97 7262 1.563 366 46.4
  FL009-064 237.97 238.99 1.02 11420 2.458 270 35.8
  FL009-065 238.99 240.09 1.10 7493 1.613 303 39
  FL009-066 240.09 241.00 0.91 6567 1.414 247 49.8
FL24-010 FL010-024 176.22 176.85 0.63 5036 1.084 375 70.5
  FL010-026 176.85 177.48 0.63 166 0.036 460 41.7
  FL010-027 177.48 178.11 0.63 2246 0.483 550 34.3
  FL010-028 178.11 178.80 0.69 7664 1.65 419 34.5
  FL010-029 178.80 179.48 0.68 9405 2.025 281 34.6
  FL010-030 179.48 180.73 1.25 287 0.062 133 67.2
  FL010-033 180.73 181.99 1.26 1758 0.378 253 39.9
  FL010-034 181.99 183.05 1.06 6104 1.314 494 71.3
  FL010-035 183.05 184.06 1.01 11270 2.426 305 87.6
  FL010-036 184.06 185.08 1.02 8493 1.828 254 108
  FL010-037 185.08 186.10 1.02 4687 1.009 520 102
FL24-020 FL020-029 232.00 233.00 1.00 4933 1.062 191 70.1
  FL020-030 233.00 234.00 1.00 3397 0.731 283 52.6
  FL020-033 234.00 235.00 1.00 4779 1.029 344 64.1
  FL020-034 235.00 236.03 1.03 2642 0.569 325 70.9
  FL020-035 236.03 237.00 0.97 458 0.099 147 35.5
  FL020-036 237.00 238.00 1.00 5580 1.201 192 37.3
  FL020-037 238.00 239.03 1.03 2400 0.517 285 40.9
  FL020-039 239.03 240.00 0.97 3043 0.655 210 47.8
  FL020-040 240.00 241.05 1.05 6215 1.338 215 34.1

 

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Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

NI 43-101 Technical Report

 

On July 9, 2018, the Company announced that it had received the first ever resource estimate for Dyke 1 on its Zoro Lithium Property. Dyke 1 contains an inferred resource of 1,074,567 tonnes grading 0.91% Li2O, 182 ppm Be, 198 ppm Cs, 51 ppm Ga, 1212 ppm Rb and 43 ppm Ta (at a cut-off of 0.3% Li2O). Dyke 1 is open at depth and to the north and south where additional exploration is ongoing. The estimate has an effective date of July 6, 2018, and was prepared by Scott Zelligan P. Geo., an independent resource geologist of Coldwater, Ontario. Dyke 1 is one of sixteen known spodumene-mineralized pegmatite dykes on the property. The remaining dykes are currently the object of ongoing exploration including drill-testing.

 

Inferred mineral resources are not mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resource, however, it is reasonably expected that most of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a mineral reserve in the future. Please refer to the Company’s new release dated July 9, 2018, for further details regarding this resource estimate and the methodologies, procedures and assumptions used to estimate same. The Company has filed the NI 43-101 Technical Report on SEDAR+.

 

Zoro Dyke 1 Positive Metallurgy

 

On May 26, 2022, the Company announced that it has contracted XPS Expert Process Solutions (a Glencore company) to develop a process to develop and refine spodumene concentrate (SC6 technical specification) into a saleable battery-grade lithium hydroxide product. The objective is to produce a technical specification SC6 spodumene concentrate. SC6 is an inorganic material that can be further refined for use in the manufacturing of batteries, ceramics, glass, grease, and various lithium products.to deliver battery grade lithium hydroxide to supply an integrated EV battery ecosystem to energize the electrification of the transportation sector. The project was undertaken at XPS’s Falconbridge, Canada, facility and SGS Canada Inc.'s Lakefield, Canada, facility. The project included a single stage Dense Media Separation (“DMS”), flotation, pyrometallurgy and hydrometallurgy.

 

Results of Test Work

 

The Zoro Dyke 1 metallurgical program investigated the feasibility of lithium beneficiation by dense media and dry magnetic separation with the goal of producing a 6% Li2O concentrate from a Master Composite, at a fairly coarse particle size of -12.7/+0.5 mm. Completed heavy liquid separation (“HLS”), DMS and dry magnetic separation test work confirms that HLS demonstrates excellent potential for the recovery of an on-spec lithium concentrate from the Master Composite by dense media separation. For Phase one of the project, the results of which were released in December of 2022, the HLS and DMS (dense media separation) test work concluded Dyke 1 spodumene mineralization is amenable for production producing a final spodumene concentrate assaying 5.93% Li2O, with a lithium recovery of 66.9% in 26.5% mass after magnetic separation. For Phase two of the project, the results of which was released in March of 2023, the DMS and flotation of DMS Middlings together achieved a global lithium recovery of 81.6% at a spodumene concentrate grade of 5.88%, demonstrating that our spodumene concentrate is capable of producing both battery grade lithium products, lithium carbonate (Li2CO3) or lithium hydroxide (LiOH), while returning an extremely favourable OPEX/CAPEX to our Company.

 

Chain of Custody, Quality Control and Quality Assurance, and Data Verification

 

Drill core for assay purposes was sawn in half after logging and core mark-up by the Company’s geologist. Samples were collected based on an appropriate sample interval and washed to remove mud from cutting the core with the core saw. The core sample was placed into a clear plastic bag and the sample number written on the bag. An assay tag was inserted into the sample bag, one tag was inserted into the core box marking the sample location and the third tag was retained in storage. All core samples were placed into a white vinyl pail with a sample inventory, labeled and stored in a locked facility until enough samples were available for shipping. At this point the sample pails were taken to the local shipping company and loaded into a sealed transport truck. A bill of lading was signed by the geologist after the number of sample pails were counted and the shipping address confirmed. Receipt of the sample pails was acknowledged by the assay laboratory. Blanks, duplicate samples, and internal standard reference materials were included with each sample batch.

 

All data used to estimate the above reported mineral resource estimate, including sampling, analytical and test data, has been verified by Scott Zelligan, P.Geo., from the original sources. This includes a site visit to the Zoro Lithium Project, review of previously drilled intervals in person and a comparison of the drill hole database to drill logs and assay certificates.

 

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Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Jean Lake Lithium-Gold Property

 

The Jean Lake property is situated southwest of the Thompson Brother Trend in west-central Manitoba, 15 km east of the town of Snow Lake, Manitoba, Canada, consisting of five mineral claims covering approximately 2,476 acres (1,002 hectares). The Jean Lake property occurs in a geological terrain (the Flin Flon-Snow Lake greenstone belt) historically recognized as significantly endowed with gold and base metals, as well as new developing lithium resources.

 

Ownership Details

 

On July 30, 2021, the Company entered into an option agreement with Mount Morgan Resources Ltd. (“Mount Morgan”) to acquire a 100% interest in the Jean Lake lithium-gold project. The option agreement provides that in order for the Company to earn a 100% interest in the project it is required to make the following cash payments and share issuances to Mount Morgan and incur the following project exploration expenditures as follows:

 

a) pay $25,000 in cash (paid) and issue common shares of the Company having a value of $25,000 (5,000 shares issued) on or before August 1, 2021;

 

b) pay $50,000 in cash (paid), issue $50,000 in common shares (6,704 shares issued) and incur $50,000 in exploration expenditures (incurred) on or before July 30, 2022;

 

c) pay $50,000 in cash (paid), issue $50,000 in common shares (6,128 shares issued) and incur $100,000 (accumulated) in exploration expenditures (incurred) by July 30, 2023;

 

d) pay $50,000 in cash (paid), issue $50,000 in common shares (12,106 shares issued) and incur $150,000 (accumulated) in exploration expenditures (incurred) by July 30, 2024; and

 

e) pay $75,000 in cash (paid subsequent to period end), issue $75,000 in common shares (17,361 shares issued subsequent to period end) and incur $200,000 (accumulated) in exploration expenditures (incurred) by July 30, 2025.

 

The Company can acquire an undivided 50% interest in the NSR, being one-half of the NSR or a 1% NSR, from Mount Morgan Resources (“Mount Morgan”) by making a $1,000,000 cash payment to Mount Morgan, together with all accrued but unpaid NSR at the time, prior to the commencement of commercial production on the property.

 

Exploration at the Jean Lake Property

 

The property hosts the historic west-northwest striking Beryl lithium pegmatites rediscovered in August of 2021 in blasted trenches beneath 80 years of organic deadfall and glacial sediment. Assay results of the high-grade spodumene-bearing Beryl pegmatite dykes from two locations on the “Beryl” or B1, B2 pegmatites gave a range of 3.89-5.17% Li2O in five samples. Rock chip sampling initiated between August and September in 2021, by Foremost's prospecting team also confirmed the presence of this gold mineralization.

 

Drill Program 2023 Highlights

 

A drill program was announced on November 21, 2022, of which the Company identified 14 targets through a combination of prospecting and airborne geophysics. The drill program tested a variety of targets on the property using the integrated results of magnetic surveys, rock and soil geochemical surveys and outcrop prospecting and commenced on December 2, 2022. The drill program tested targets for lithium and gold, based on integrated prospecting, UAV-borne magnetic survey results, MMI soil geochemical surveys and outcrop rock chip analyses.

 

On June 6, 2023, the Company announced that assay results were received from 246 NQ core samples collected during the diamond drill program. The Company's exploration efforts had focused on lithium in pegmatite using a variety of exploration technologies, which not only have exposed potential for spodumene, but which also has demonstrated the potential for gold mineralization. The results of the program have confirmed lithium at the B1 pegmatite but has also identified new gold mineralization on the property.

 

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Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Gold mineralization was encountered at vertical depths up to 110 m below surface as well lithium at the B1 spodumene bearing pegmatite. Details of the lithium and gold intersections are provided in the summary of gold and lithium hole results below in Table 3

 

Table 3. Summary of Gold and Lithium Intersections in Drill Holes

 

Hole ID   Easting   Northing   Strike   Dip   Depth   Intercept in Metres
FM23-01A     452688     6076420     205     -66     62m   1.26% Li2O over 0-3.35m
FM23-01A     452688     6076420     205     -66     62   2.46 g/t Au over 3.70m from 41.30m-45m
FM23-04A     452743     6076529     90     -45     80   11.27 g/t Au over 2.75m from 73.75m-76.5m including 91.8 g/t Au over 0.32mfrom 74.74 - 75.06m
FM23-08     452877     6076534     245     -45     134   1.44 g/t Au for 0.32m from 11.33m-11.65m and 7.50 g/t Au for 7.66m from 94.35m-102.01m including 29.95 g/t Au for 1.77m from 94.35m-96.12m and 1.28 g/t Au for 0.3m from 107.6m-107.9m
FM23-08A     452878     6076543     110     -45     173   1.51 g/t Au for 0.52m from 95.18m-95.7m
FM23-13     452667     6076898     270     -45     125   0.94 g/t Au for 1.23m from 121.30m-122.53m
FM23-14     452732     6076854     270     -45     158   1.23 g/t Au for 2.85m from 151.24m-154.09m
FM23-22     450367     6073940     314     -45     125   3.04 g/t Au for 0.68m from 102.92m-103.6m
FM23-25     452347     6076330     120     -45     114   2.07 g/t Au for 3.49m from 25.3m-28.79m including 6.86 g/t Au for 0.54m from 25.30m-25.84m and 1.27 g/t Au for 2.4m from 69.6m-72m

 

Chain of Custody, Quality Control and Quality Assurance, and Data Verification

 

Quality Control and Quality Assurance on The Jean Lake Drill program follows the same protocols as that were followed in the Zoro Drill Program. See– Zoro Property – Chain of Custody, Quality Control and Quality Assurance and Data Verification” for discussion of quality control.

 

Grass River Property

 

The Grass River Property is an exploration stage property consisting of 29 claims covering 15,664 acres/6,339 hectares located 30 km east of the historic town of Snow Lake, 6.5 km east of the Zoro Property. The Grass River Property hosts 10 pegmatites exposed in outcrop1, and 7 drill-indicated spodumene-bearing pegmatite dykes2.

 

Ownership Details

 

The Property was acquired by on the ground staking after a review of the geological characteristics of the terrain. The claims were registered with the Manitoba Mining Recorder in the Company’s name on January 18, 2022, and originally consisted of 27 claims and 14,873 acres/6,019 hectares for a total cost of $40,500. On April 3, 2023, the Company announced that an additional 2 claims were staked to increase the number of claims from 27 to 29 and the total property area by 790 acres/320 hectares, to a total amalgamated 15,664 acres/6,339 hectares at a total cost of $3,000. The two new claims provide linkage between the Peg North Lithium Property and Grass River Claims thereby allowing the application of assessment credits earned from exploration on either property applicable to both, and provides the Company 100% interest in and to those certain undersurface mineral rights of all the staked claims.

 

During the period ended June 30,2025, the Company incurred $130 (March 31, 2025 - $130) in claim filing fees.

 

 

1 Cancelled Assessment File 90611, Manitoba Mining Recorder, Manitoba Natural Resources and Northern Development

2 Bailes, A.H. 1985: Geology of the Saw Lake area, Geological Report GR83-2, 47 pages and Map GR83-2-1

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Management Discussions and Analysis
Period Ended June 30, 2025

 

Peg North Property

 

The Peg North Property is an exploration stage property covering 16,697 acres (6,757 hectares) located in the historic mining district of Snow Lake, Manitoba, and is the largest and newest of the lithium properties. It captures the northern extension of the Crowduck Bay fault which is a focal point for the development of lithium-enriched pegmatite dyke clusters.

 

Ownership Details

 

On June 28, 2022, the Company entered into an option agreement to acquire a 100% interest in the Peg North claims located in the Snow Lake mining district in Manitoba. Under the terms of the option agreement, in consideration for making aggregate cash payments of $750,000, issuing Strider Resources common shares having an aggregate value of $750,000, and incurring an aggregate of $3,000,000 in exploration expenditures on or before the fifth anniversary, the Company has the right to acquire a 100% interest in the Peg North Claims, subject only to a 2% net smelter return royalty granted to Strider (the "NSR") (the "First Option"), The obligations under the First Option can be considered fulfilled under the terms as outlined in the schedule below:

 

a) the issuance of $750,000 in cash from the Company as follows;
i.. a cash payment of $100,000 on or before June 23, 2022 (paid);
ii. a cash payment of $100,000 on or before June 28, 2023 (paid);
iii. a cash payment of $100,000 on or before June 28, 2024 (paid);
iv. a cash payment of $150,000 on or before June 28, 2025 (paid);
v. a cash payment of $150,000 on or before June 28, 2026;
vi. a cash payment of $150,000 on or before June 28 2027; and

 

b) the issuance of $750,000 in shares of the Company as follows;
i. the issuance of $100,000 in common shares on or before June 23, 2022 (issued 10,526 shares);
ii. the issuance of $100,000 in common shares on or before June 9, 2023 (issued 13,072 shares);
iii. the issuance of $100,000 in common shares on or before June 28, 2024 (issued 28,818 shares);
iv. the issuance of $150,000 in common shares on or before June 28, 2025 (issued 30,000 shares);
v. the issuance of $150,000 in common shares on or before June 28, 2026;
vi. the issuance of $150,000 in common shares on or before June 28, 2027; and

 

c) incurring exploration expenditures totaling $3,000,000 due on or before June 9, 2027.

 

Provided that the First Option has been exercised, the Company may purchase from Strider one half (1%) of the NSR for a cash payment of $1.5 million (the “Second Option”) at any time prior to commencement of commercial production.

 

Jol Property, Manitoba, Canada

 

On July 12, 2022, Foremost completed the acquisition of 100% of the interest in and to those certain undersurface mineral rights certain comprising Manitoba Mineral Disposition No. MB3530 from Mae De Graf (the “MB3530 Property”) by paying $8,000 cash and with the issuance of 364 shares, valued at $2,454. The MB3530 Property is subject to a 2% NSR. During the year ended March 31, 2024, the Company incurred a $638 expense in claim filing fees.

 

Additional Properties

 

Lac Simard South, Quebec, Canada

 

In May 2023, Foremost acquired Lac Simard South Property, located in the Province of Quebec, amending a property acquisition agreement to purchase 100% interest in and to those certain undersurface mineral rights comprising a total of 60 claims, covering 8,612 acres (3,485 hectares). In consideration for the property, Foremost paid to the vendors cash consideration of $35,000 and issued 10,700 common shares of the Company at a deemed price of $7.50 per common share. As a result, the Company holds a 100% interest in Lac Simard South property.

 

The Company staked an additional 20 mineral claims on the Lac Simard South Property contiguous to the 60 claims to complete the final aggregate land size of 11,482 acres (4,647 hectares), and the total number of claims to 80.

 

  Page 13 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

RESULTS OF OPERATIONS

 

SUMMARY OF QUARTERLY RESULTS

 

    June 30,
2025
    March 31,
2025
    December 31,
2024
    September 30,
2024
 
                         
Total assets   $ 32,731,248     $ 27,741,039     $ 29,640,051     $ 16,598,937  
Total liabilities   $ 2,870,167     $ 3,248,777     $ 3,497,509     $ 4,237,956  
Shareholders’ equity   $ 29,861,081     $ 24,492,262     $ 26,142,542     $ 12,360,981  
Total revenue   $ —       $ —       $ —       $ —    
Net earnings (loss) for the period   $ 405,838     $ 778,565     $ (2,012,936 )   $ (1,523,910 )
Basic and diluted earnings (loss) per share   $ 0.04     $ 0.07     $ (0.23 )   $ (0.28 )
Weighted average common shares outstanding     10,971,481       10,385,315       8,786,943       5,494,542  

 

    June 30,
2024
    March 31,
2024
    December 31,
2023
    September 30,
2023
 
                         
Total assets   $ 17,130,465     $ 16,598,857     $ 15,134,061     $ 15,965,124  
Total liabilities   $ 3,407,774     $ 3,389,320     $ 2,087,488     $ 2,550,172  
Shareholders’ equity   $ 13,722,691     $ 13,209,537     $ 13,046,573     $ 13,414,952  
Total revenue   $ —       $ —       $ —       $ —    
Net loss for the period   $ (857,094 )   $ (1,513,401 )   $ (654,940 )   $ (1,695,651 )
Basic and diluted loss per share   $ (0.16 )   $ (0.31 )   $ (0.14 )   $ (0.39 )
Weighted average common shares outstanding     5,382,316       4,937,738       4,838,329       4,327,750  

 

Three-month period ended June 30, 2025 compared with the three-month period ended June 30, 2024:

 

The Company had a net comprehensive income for the three-month period ended June 30, 2025, of $405,838 (2024 – loss of $857,094). The net change of $1,262,932 in the net income for the three-month period ended June 30, 2025, compared to the three-month period ended June 30, 2024, was primarily due to the following:

 

· Consulting of $1,001,872 (2024 - $584,114) increased by $417,758 which was related to more consultants hired due to the growth of the Company and the Company’s marketing efforts.
· Management and directors’ fees of $233,114 (2024 - $166,500) increased by $66,614 and was related to addition of new employees due to the growth of the Company.
· Professional fees of $344,706 (2024 - $199,550) increased by $145,156 which was mostly related to an increase in legal and audit fees related to the ongoing financing efforts, as well as increased audit fees due to various transactions that occurred last year, including the spin-out transaction resulting in equity accounting.
· Share-based payments of $34,725 (2024 - $Nil) increased by $34,725 due to non-cash expenses of stock option vested during the period.
· Loss on derivative liabilities of $244,095 (2024 – gain of $175,477) increased by $419,572 caused by the increase of our share price from $0.136USD at March 31, 2025 to $0.370USD on June 30, 2025. Warrants priced in U.S. dollars are classified as derivative liabilities as the Company’s functional currency is in Canadian dollars. As a result of this difference in currencies, the proceeds that would be received by the Company if these warrants are exercised are not fixed and will vary based on foreign exchange rates, hence the warrants are accounted for as a derivative under IFRS and are required to be recognized and measured at fair value at each reporting period.
· Gain on spin out transaction of $477,000 (2024 - $Nil) was related to the recognized gain on the spin out of Rio Grande.
· Gain on investment of 1,471,188 (2024 - $Nil) was related to the shares of Rio Grande recorded as marketable securities due to loss of significant influence in investment.

 

CAPITAL RESOURCES

 

As of the date of this MD&A, the Company is continuing its exploration programs on its Athabasca Properties, Lithium Lane Properties (consisting of its Zoro, Jean Lake, Peg North and Grass River properties), and its Jol Lithium property. The Company intends to use available working capital and may issue additional common shares to fund the cost of its programs.

 

The Company also has certain ongoing option/property payments and maintenance fees/taxes associated with its Athabasca, Zoro, Jean Lake, Grass River and Winston properties as more particularly described in “Overall Performance” above.

 

  Page 14 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

During the period from April 1, 2025 to August 12, 2025, the Company:

 

a) issued 31,250 common shares to a non-related consulting firm for services. The common shares were returned and cancelled at termination of service agreement.

 

b) issued 30,000 common shares at a value of $150,000 pursuant to Peg North Property option agreement.

 

c) issued 51,193 common shares pursuant to RSU settlement resulting in reallocation of share-based reserves of $139,244 from reserves to share capital.

 

d) issued 129,087 common shares upon exercise of options for gross proceeds of $299,949 resulting in reallocation of share-based reserves of $233,779 from reserves to share capital.

 

e) issued 1,536,867 common shares upon exercise of warrants for gross proceeds of $4,919,900 resulting in reallocation of warrant reserves of $207,360 from reserves to share capital.

 

f) issued 17,361 common shares at a value of $75,000 pursuant to Jean Lake Property option agreement.

 

Net cash used in operating activities for the period ended June 30, 2025 was $1,612,720 compared to cash used of $1,572,290 during the period ended June 30, 2024.

 

Net cash used in investing activities for the period ended June 30, 2025 was $2,233,429 compared to $204,903 during the period ended June 30, 2024.

 

Net cash provided by financing activities for the period ended June 30, 2025 was $4,733,480 compared to $1,294,755 during period ended June 30, 2024. The net increase was due to warrant and option exercise for gross proceeds of $4,737,329 (2024 - $Nil), share issuances for gross proceeds of $Nil (2024 - $1,350,129), offset by share issuance costs of $Nil (2024 - $22,869), loan interest payments of $52,935 (2024 - $32,505), and subscription received of $49,086 (2024 - $ Nil).

 

CONTRACTUAL OBLIGATIONS

 

Other than described in “Capital Resources” and certain stock option and consulting agreements, the Company does not presently have any other material contractual obligations other than those outlined in “Transactions with Related Parties”.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company does not utilize off-balance sheet arrangements.

 

  Page 15 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

RELATED PARTY TRANSACTIONS 

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers and companies controlled by them. The remuneration that was paid or accrued to the directors and other members of key management personnel during the period ended June 30, 2025 and 2024 was as follows:

 

For the period ended June 30, 2025:   Management fees     Director
fees
    Consulting     Total  
Chief Executive Officer, Jason Barnard   $ 83,654     $ —       $ —       $ 83,654  
Chief Operating Officer, Christina Barnard     69,710       —         —         69,710  
Chief Financial Officer, Dong Shim     22,500       —         —         22,500  
VP of exploration, Cameron Mackay     13,750       —         —         13,750  
Denison     —         —         6,000       6,000  
Director, Andrew Lyons     —         7,500       —         7,500  
Director, David Cates     —         8,750       —         8,750  
Director, Amanda Willet     —         8,750       —         8,750  
Director, Douglas Mason     —         12,500       —         12,500  
    $ 189,614     $ 37,500     $ 6,000     $ 233,114  

 

For the period ended June 30, 2024:   Management fees   Director
fees
  Consulting   Total
Chief Executive Officer, Jason Barnard   $ 67,500     $ -     $ -     $ 67,500  
Chief Operating Officer, Christina Barnard     42,000       -       -       42,000  
Former Chief Financial Officer, Sead Hamzagic     19,500       -       -       19,500  
Director, Andrew Lyons     -       7,500       -       7,500  
Former Director, Mike McLeod     -       8,750       -       8,750  
Former Director, Jonathan More     -       8,750       -       8,750  
Director, Douglas Mason     -       12,500       -       12,500  
    $ 129,000     $ 37,500     $ -     $ 166,500  

 

 

For the year ended March 31, 2025, the Company granted an aggregate of 162,287 RSUs and 103,031 stock options to related parties (directors and officers). As at June 30, 2025, all awards were fully vested except for those held by the CEO and COO. The CEO's unvested equity consists of 60,559 RSUs and 21,523 stock options (exercise price $2.51; expiry April 1, 2029), while the COO's unvested equity consists of 29,115 RSUs and 10,348 stock options (exercise price $2.51; expiry April 1, 2029). For both executives, one-third vested on April 1, 2025, with the remainder vesting in equal annual installments through April 1, 2027.

 

During the year ended March 31, 2023, the Company entered into a loan agreement with a related party to borrow $1,145,520, inclusive of a prior advance of $145,520 (collectively, the “Loan”), included in short-term loans payable, with Jason Barnard, CEO, and Christina Barnard, COO, of the Company. The terms of the Loan have been amended several times, as detailed below:

 

Initial Terms (May 10, 2022): Interest rate of 8.35% per annum, payable monthly, with a maturity date of May 10, 2023.

Amendment 1 (May 1, 2023): The interest rate was increased to 11.35% per annum. The maturity date was extended to May 10, 2024.

Amendment 2 (April 26, 2024): The maturity date was extended to May 10, 2025.

Amendment 3 (October 4, 2024): The Loan was revised to exclude the newly optioned Denison properties as collateral, and the interest rate was reduced to 9% per annum, effective through to October 4, 2025.

 

The Company incurred $12,241 (2024 - $32,415) in interest and paid $52,935 (2024 - $32,505) in interest on the loan during the period ended June 30, 2025.

 

During the year ended March 31, 2025, the Company issued 1,369,810 common shares to Denison pursuant to the option agreement. No other fee was paid or accrued to Denison during the year ended March 31, 2025. During the period ended June 30, 2025, the Company paid $6,000 towards a technical committee fee.

 

  Page 16 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

The amounts due to/from related parties included in accounts receivable, and accounts payable and accrued liabilities, are unsecured, non-interest bearing, and have no specific terms of repayment, and are as follows:

 

    June 30,
2025
  March 31,
2025
         
Chief Executive Officer, Jason Barnard   $ 64,039     $ 55,385  
Chief Operating Officer, Christina Barnard     48,980       52,878  
Director, Andrew Lyons     -       148  
Former Directors     27,000       27,000  
Denison     3,150       -  
Due to current and former directors, officers and companies controlled by them     143,169       135,411  
                 
Due to Rio Grande     441,592 *     -  
Due from Rio Grande     229,992       68,825  
Promissory note due from Rio Grande     318,597       -  

* proceeds from warrant exercise that Foremost collected on behalf of Rio Grande for acting as an agent (Note 10).

 

The amounts due are unsecured, non-interest bearing, and have no specific terms of repayment.

 

SPIN-OUT TRANSACTION

 

On July 29, 2024, the Company entered into an Arrangement Agreement, which was amended and restated on November 4, 2024, to spin out 100% of the shares of Sierra, into Rio Grande, by way of a plan of arrangement (the “Arrangement”). On January 31, 2025, Foremost and Rio Grande completed the spin-out transaction. Pursuant to the Arrangement Agreement, Rio Grande and Sierra were no longer wholly owned subsidiaries of the Company and were deconsolidated as of January 31, 2025.

 

As a condition to the completion of the Arrangement, Rio Grande issued:

 

i) A $677,450 promissory note (the “Rio Grande Promissory Note”) to a related party, namely Jason Barnard and Christina Barnard, due for payment on or before November 5, 2027. The Rio Grande Promissory Note bears interest of 8.95% per annum, starting four months from the effective date of the Arrangement (the “Effective Date”). The full amount of the Rio Grande Promissory Note must be settled by Rio Grande using funds from its first and, as necessary, subsequent financing(s) following completion of the Arrangement. The Rio Grande Promissory Note is secured by a general security agreement.

 

ii) A $520,000 promissory note (the “Foremost Promissory Note”) to a related party, namely Foremost, due for repayment on or before November 5, 2027. The Foremost Promissory Note bears interest of 8.95% per annum, starting four months from the Effective Date. The Foremost Promissory Note is unsecured. In accordance to the arrangement, the Company was expected to receive $197,850 from Rio Grande’s completed financing that was applied to outstanding amount. During the period ended June 30, 2025, the company accrued interest income of $3,825 and collected payment of $7,378. As at June 30, 2025, the outstanding balance is $318,597.

 

Pursuant to the terms of the Arrangement, Foremost (i) transferred to Rio Grande the right to collect receivables in respect of all amounts outstanding from Sierra to Foremost as at the Effective Date and (ii) assigned and transferred to Rio Grande all of the issued and outstanding Sierra shares in consideration for Rio Grande issuing 25,827,349 common shares and 9,281,236 warrants with a fair value of $2,604,781 to Foremost (includes 5,152,557 common shares issued to Foremost).

 

Notwithstanding Foremost’s equity incentive plan (the “Foremost Incentive Plan”), each stock option of Foremost (the “Foremost Options”) entitling the holder thereof to acquire one Foremost Share outstanding immediately prior to the Effective Date was simultaneously surrendered and transferred by the holder thereof to Foremost in the following portions and such portions were exchanged for, as the sole consideration therefor the following consideration.

 

i) 0.9136 of each Foremost Option held immediately prior to the Effective Time were transferred and exchanged for one Foremost Replacement Option to acquire one Foremost Share issued in connection with the Arrangement (the “New Foremost Shares”) having an exercise price (rounded up to the nearest cent) equal to the product of the exercise price of the Foremost Option so exchanged immediately before the exchange of such Foremost Option multiplied by the fair market value of a Foremost Share determined immediately prior to this divided by the total fair market value of a new Foremost Share and the fair market value of two Rio Grande Shares determined immediately prior to the Effective Time; and

 

  Page 17 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

ii) 0.0864 of each Foremost Option held immediately prior to the Effective Time were transferred and exchanged for two stock options of Rio Grande (each a “Rio Grande Option”), with each whole Rio Grande Option entitling the holder thereof to acquire one Rio Grande Share having an exercise price (rounded up to the nearest cent) equal to the product of the exercise price of the Foremost Option so exchanged immediately before the exchange of such Foremost Option multiplied by the fair market value of a Rio Grande Share determined immediately prior to this divided by the total of the fair market value of a new Foremost Share and the fair market value of two Rio Grande Shares at the Effective Time.

 

Upon modification of the Company’s options the Company recorded $13,200 of stock-based compensation.

 

Notwithstanding the Foremost Incentive Plan, each restricted share unit of Foremost RSU (each a “Foremost RSU”) to acquire one Foremost Share outstanding immediately prior to the Effective Date was simultaneously surrendered and transferred by the Foremost RSU holder thereof to Foremost in the following portions and such portions were exchanged for, as the sole consideration therefor the following consideration:

 

i) 0.9136 of each Foremost RSU held by a Foremost RSU holder immediately prior to the Effective Time was transferred and exchanged for one Foremost Replacement RSU to acquire such number of new Foremost Shares and on such vesting and other conditions as set forth in the applicable award agreement in respect of such Foremost RSU; and

 

ii) 0.0864 of each Foremost RSU held by a Foremost RSU holder immediately prior to the Effective Time was transferred and exchanged for two RSUs of Rio Grande to acquire such number of Rio Grande Shares and on such vesting and other conditions as set forth in the applicable award agreement in respect of such Foremost RSU.

 

Concurrently with the exchange of the Foremost Options and Foremost RSU’s, each share purchase warrant of Foremost (each a “Foremost Warrant”) was amended to entitle the holder thereof to receive, upon due exercise thereof, for the exercise price immediately prior to the Effective Time: (a) one New Foremost Share for each Foremost Share that was issuable upon due exercise of the Foremost Warrant immediately prior to the Effective Time; and (b) two Rio Grande Shares for each Foremost Share that was issuable upon due exercise of the Foremost Warrant immediately prior to the Effective Time.

 

Additionally, Foremost and Rio Grande have acknowledged and agreed that:

 

i) Foremost shall, as agent for Rio Grande, collect and pay to Rio Grande an amount for each two Rio Grande Shares so issued that is equal to the exercise price under the Foremost Warrant multiplied by the fair market value of two Rio Grande Shares at the Effective Time divided by the total fair market value of a Foremost Share and two Rio Grande Shares at the Effective Time; and

 

ii) the terms and conditions applicable to the Foremost Warrants, immediately after the Effective Time, otherwise remain unchanged from the terms and conditions of the Foremost Warrants as they existed immediately before the Effective Time.

 

  Page 18 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

The value of the net assets transferred to Rio Grande on January 31, 2025, pursuant to the Arrangement, consisted of the following assets:

 

       
       
Carrying value of net assets   $ 212,967  
Fair value of net assets transferred     2,604,781  
         
Gain on spin-out   $ 2,391,814 *

 

*During the year ended March 31, 2025, the Company recognized $1,914,814 of the gain on spin-out. During the period ended June 30, 2025, the Company realized the remaining $477,000 of the gain on spin-out.

 

In accordance with IFRIC 17, Distribution of Non-cash Assets to Owners, the Company recognized the transfer of net assets to Rio Grande shareholders at fair value with the difference between that value and the carrying amount of the net assets recognized in the consolidated statement of (loss) income and comprehensive (loss) income. The fair value of net assets transferred was based on the expected market value of a Rio Grande share of $0.095 per share.

 

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

 

Please refer to condensed interim consolidated financial statements on www.sedarplus.ca.

 

FINANCIAL AND OTHER INSTRUMENTS

 

Capital and Financial Risk Management

 

Capital management

 

The Company’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern. In the management of capital, the Company monitors its adjusted capital which comprises all components of equity (i.e., capital stock, reserves and deficit).

 

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue securities through private placements. The Company is not exposed to any externally imposed capital requirements.

The Company’s overall strategy remains unchanged from fiscal year 2024 (see our quarterly and annual filings).

 

Fair value

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

 

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities;

 

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

 

Level 3 – Inputs that are not based on observable market data.

 

The fair value of the Company’s long-term investment and derivative liability were calculated using Level 1 inputs.

 

The carrying value of cash, accounts payable and accrued liabilities, the current portion of net investment in sublease, lease obligations and short-term loans payable approximate their fair value because of the short-term nature of these instruments.

 

  Page 19 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Financial risk factors

 

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

 

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a significant concentration of credit risk consists primarily of cash. The Company limits its exposure to credit loss by placing its cash with major Canadian financial institutions and monitors the incoming sublease monthly payments to ensure they are current.

 

Liquidity risk

 

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2025, the Company had a cash balance of $5,892,677 (March 31, 2025 – $5,005,346) to settle current liabilities of $2,870,167 (March 31, 2025 – $3,248,777). All of the Company’s financial liabilities, except only certain loans payable, have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. The Company is exposed to liquidity risk and is dependent on obtaining regular financings in order to continue as a going concern. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings.

 

Market risk

 

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

 

Interest rate risk

 

The Company has cash balances and no variable interest-bearing debt. The Company’s cash does not have significant exposure to interest rate risk.

 

Foreign currency risk

 

The Company is exposed to foreign currency risk on fluctuations related to cash, accounts payable and accrued liabilities, and option agreement payments that are denominated in a foreign currency. There is a risk in the exchange rate of the Canadian dollar relative to the US dollar and a significant change in this rate could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. The Company does not have material net assets in a foreign currency.

 

Price risk

 

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of gold and lithium, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. The Company does not currently generate revenue so has limited exposure to price risk.

 

STATEMENT OF CLAIM

 

On June 3, 2025, Foremost was served a statement of claim filed with the Ontario Superior Court of Justice by John Gravelle, Foremost’s former President and Chief Executive Officer, with respect to the termination of his employment with Foremost in 2022 and alleging wrongful dismissal. The claim seeks unspecified damages.

 

The Company disputes the allegations and intends to vigorously defend against the claims. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the ultimate timing or outcome cannot be predicted, or possible losses or a range of possible losses cannot be reasonably estimated.

 

  Page 20 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

OTHER MD&A REQUIREMENTS

 

Disclosure of Outstanding Security Data as at August 12, 2025.

 

As of August 12, 2025, the following common shares, stock options and warrants were issued and outstanding:

 

Issued and Outstanding Common Shares – 12,181,474 common shares

 

Issued and Outstanding Stock Options:

 

Expiry Date   Exercise Price     Balance
August 12, 2025
    Exercisable
August 12, 2025
 
                   
December 2, 2025   $ 8.20       20,000       20,000  
December 13, 2025   $ 8.65       13,000       13,000  
August 25, 2026   $ 5.15       17,500       17,500  
September 6, 2026   $ 6.01       7,500       7,500  
November 1, 2026   $ 6.84       10,000       10,000  
December 4, 2026   $ 4.98       20,000       20,000  
November 15, 2027   $ 2.51       3,000       3,000  
September 6, 2028   $ 6.01       60,000       60,000  
April 1, 2029   $ 2.51       29,837       11,590  
November 15, 2029   $ 2.51       6,815       6,815  
February 12, 2030   $ 1.38       9,200       9,200  
Total             196,852       178,605  
                         

 

Issued and Outstanding Warrants:

 

Expiry Date   Exercise Price     Balance
August 12, 2025
 
             
August 24, 2028     $ USD 6.25       800,000  
March 13, 2026   $ 4.00       7,353  
November 14, 2026   $ 4.00       2,236,800  
May 6, 2026   $ 2.20       48,784  
May 20, 2026   $ 2.20       170,000  
May 22, 2026   $ 2.20       40,883  
May 23, 2026   $ 2.20       19,971  
May 26, 2026   $ 2.20       2,945  
May 27, 2026   $ 2.20       150,000  
June 4, 2026   $ 2.20       47,911  
Total             3,524,647  

 

Issued and Outstanding Agents Warrants:

 

Expiry Date   Exercise Price     Balance
August 12, 2025
 
             
March 13, 2026   $ 3.40       3,274  
April 29, 2026   $ 3.40       51  
November 14, 2026   $ 3.00       16,273  
August 21, 2028     $ USD 6.25       40,000  
Total             59,598  

 

 

  Page 21 | 22

Foremost Clean Energy Ltd.
Management Discussions and Analysis
Period Ended June 30, 2025

 

Issued and Outstanding Restricted Share Units:

 

Grant Date   Balance
August 12, 2025
 
       
November 15, 2024     85,720  
February 12, 2025     7,088  
July 2, 2025     413,100  
Total     505,908  

 

Except as disclosed above, there are no other options, warrants or other rights to acquire common shares of the Company outstanding. However, see “Overall Performance” for details of certain optional common share payments that the Company will be required to make in order to maintain and/or exercise its existing option agreements to acquire certain material property interests (the Manitoba Property Claims or the Athabasca Property Claims).

 

Additional Disclosure for Junior Issuers

 

The Company does not have sufficient working capital to cover its estimated operating and exploration expenses for the 12 months following. Thus, the Company will require additional funds to cover its estimated general and administrative expenses. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to the Company. See “Risks and Uncertainties” below. Please refer to these condensed interim consolidated financial statements for information on the exploration expenditures on a property-by-property basis.

 

Risks and Uncertainties

 

For a more detailed discussion of the risk factors affecting the Company, please refer to the Company’s annual filings for the year ended March 31, 2025 which can be assessed on the SEDAR+ website at www.sedarplus.ca. The risks and uncertainties remained unchanged for the period ended June 30, 2025.

 

 

Page 22 | 22

 

EX-99.3 4 exh_993.htm EXHIBIT 99.3

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Jason Barnard, Chief Executive Officer of Foremost Clean Energy Ltd., certify the following:

 

  1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Foremost Clean Energy Ltd. (the “issuer”) for the interim period ended June 30, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

 


 

  5.1. Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework 2013 published by the Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2. ICFR – material weakness relating to design: N/A

 

5.3. Limitation on scope of design: N/A

 

  6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 12, 2025

 

 

/s/ Jason Barnard

 

Jason Barnard

Chief Executive Officer

 

EX-99.4 5 exh_994.htm EXHIBIT 99.4

Exhibit 99.4

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Dong Shim, Chief Financial Officer of Foremost Clean Energy Ltd., certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Foremost Clean Energy Ltd. (the “issuer”) for the interim period ended June 30, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

 


 

5.1. Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework 2013 published by the Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2. ICFR – material weakness relating to design: N/A

 

5.3. Limitation on scope of design: N/A

 

  6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 12, 2025

 

 

/s/ Dong Shim

 

Dong Shim

Chief Financial Officer