” We’re happy to announce a transformative transaction with Denison, a transparent chief within the uranium sector. Uranium costs have seen vital energy in recent times pushed by the worldwide demand for clear vitality, which has been bolstered by supportive authorities insurance policies and geopolitical occasions underscoring the necessity for dependable western uranium provide. The Athabasca Basin is acknowledged as one of many world’s main uranium jurisdictions, with quite a few producing mines and high-profile improvement initiatives. This collaboration will advance vital near-term exploration and improvement efforts throughout quite a few high-quality exploration initiatives to maximise the properties’ potential for the advantage of each Foremost and Denison shareholders,” acknowledged Foremost’s President and CEO, Jason Barnard. Additional, Barnard added, “On behalf of your complete group, I would wish to warmly welcome David Cates to our Board. As Denison’s present President and CEO, Mr. Cates might be a useful member including his intensive expertise and a confirmed monitor report within the Canadian uranium mining house. As a junior explorer, having the assist of Mr. Cates and Denison will present Foremost a aggressive benefit. We’re assured that Foremost is getting into a brand new chapter of progress, and enhanced outcomes, for the advantage of each corporations’ shareholders. We look ahead to working with Mr. Cates as we steer and assist our Firm’s enlargement in direction of its aim of being a brand new main uranium explorer within the Athabasca Basin .”
David Cates, President and CEO, commented, ” Denison is happy to work with Foremost to boost the potential for discovery on a wonderful portfolio of uranium exploration properties that might in any other case obtain little consideration from Denison with our present deal with improvement and mining stage initiatives. We’re impressed with Foremost’s management group and technical capabilities and are excited to see high-potential exploration work being carried out on these properties within the coming years.”
Transformational Transaction Protecting Excessive-Potential Uranium Properties
The undertaking portfolio topic to the Possibility Settlement consists of 10 properties comprised of 45 claims overlaying an mixture space of 332,378 acres (134,509 hectares) inside the Athabasca Basin area of northern Saskatchewan (the ” Exploration Properties “), which is thought for its prolific historical past of huge high-grade uranium discoveries and working mines—at the moment producing ~20% of the world’s main uranium provide 1 . Most of the Exploration Properties are proximal to a few of the world’s highest-profile uranium operations, such because the McClean Lake mill and Cigar Lake mine, and encompass initiatives at completely different levels of exploration, from grassroots exploration to these with vital historic exploration and drill-ready exploration targets.
Usually, essentially the most potential exploration floor within the japanese portion of the Athabasca Basin is proximal to the Wollaston-Mudjatik Transition Zone (” WMTZ” ) and has already been staked by present uranium producers, builders, and explorers. As illustrated in Determine 1 under, the Transaction provides Foremost a singular alternative to amass a sizeable portfolio of well-situated properties (together with a number of located alongside the WMTZ) to facilitate a pivot in direction of a future deal with uranium exploration in a prime jurisdiction.
Determine 1. Detailed Map of Exploration Properties being Acquired by Foremost
Japanese Properties
Seven (7) of the Exploration Properties are located inside the Japanese portion of the Athabasca Basin area, in proximity to vital present regional infrastructure, together with: Murphy Lake South, Hatchet Lake, Turkey Lake, Torwalt Lake, Marten, Wolverine and Epp Lake (collectively, the ” Japanese Properties “). A number of of the Japanese Properties host beforehand recognized uranium mineralization in geological settings much like different recognized uranium discoveries. Historic drilling has centered totally on unconformity targets, which supplies Foremost additional alternative for continued exploration of potential basement fashion mineralization. Hatchet Lake is at the moment present process an lively summer time drilling and analysis program, whereas a number of of the initiatives include drill-ready targets from beforehand performed exploration packages. The Japanese Properties are highlighted by the next initiatives:
- Murphy Lake South : conductive corridors that host vital high-grade uranium mineralization could prolong onto the property; unconformity depth of ~350m
- Hatchet Lake : historic mineralization has been recognized alongside the Richardson development; uranium and base metallic enrichment has additionally been encountered on the property with untested areas recognized for comply with up
- Torwalt Lake: Adjoining to the McClean Lake Operation and inside 5km of a number of uranium deposits; potential to determine Key Lake or Collins Bay analogues
Blue Sky Properties
Three (3) of the Exploration Properties are positioned within the northwestern portion of the Athabasca Basin area (the ” Blue Sky Properties “), representing an space of comparative under-exploration and excessive potential for brand new discovery, together with Blackwing, GR and CLK, which embody ~250,000 acres (101,634 hectares). These three initiatives are nearly unexplored. Holes drilled up to now at CLK have intersected uranium mineralization, and regional geological surveys compiled by the Authorities of Saskatchewan point out the potential for beneficial geological settings for uranium mineralization at every property. The Blue Sky Properties are highlighted by the next:
- Blackwing and GR : each initiatives are located on regional constructions; Black Bay Fault and Grease River Shear – the Black Bay Fault hosts a number of Beaverlodge-style deposits within the Uranium Metropolis space
- CLK : solely two historic drill holes are recognized to have been accomplished on the property, every of which intersected uranium mineralization, together with CLG-D1 (as much as 8,600 ppm U) and CLG-D5 (as much as 510 ppm U)
Collaboration with Denison
Denison (TSX: DML) (NYSE American: DNN) is a number one Athabasca Basin-focused uranium mining, improvement, and exploration firm. Denison’s present focus is advancing the Wheeler River undertaking, which represents the biggest undeveloped uranium mining undertaking within the infrastructure wealthy japanese portion of the Athabasca Basin. Denison has a major group of technical specialists primarily based in its workplace in Saskatoon, Saskatchewan, and this best-in-class group is right for supporting Foremost with its technical, working and company initiatives. Upon completion of Section 1 of the Possibility Settlement, Denison would be the largest shareholder of Foremost, holding ~19.95% of the shares excellent and can retain an possession curiosity within the Exploration Properties. Moreover, David Cates, President and CEO of Denison, is anticipated to affix Foremost’s Board of Administrators.
Foremost expects to behave as undertaking operator through the time period of the Possibility Settlement and can conduct the exploration packages with its geological group led by Dahrouge Geological Consulting, underneath the steerage of Jody Dahrouge. Mr. Dahrouge has an extended historical past of uranium exploration and discovery, which incorporates the technology of a number of initiatives on behalf of Strathmore Minerals Corp. and its successors, together with the J Zone (now the Tthe Heldeth Túé deposit) on the Waterbury Lake property, the JR Zone on the Patterson Lake North property and the Triple R Zone on the Patterson Lake South property. As a previous President and COO of Fission Vitality Corp. (” Fission Vitality “), Jody performed a key function within the acquisition and exploration of Fission Vitality’s exploration property portfolio, which culminated with the eventual acquisition of Fission Vitality by Denison in 2013.
Key Phrases of the Transaction
Underneath the phrases of the Possibility Settlement, Foremost could purchase as much as 70% of Denison’s curiosity within the Exploration Properties. Denison at the moment has 100% possession in all the properties apart from Hatchet Lake, the place Denison at the moment owns 70.15%, topic to a three way partnership with Eros Sources Corp. Within the case of Hatchet Lake, Foremost could earn as much as a 51% curiosity within the three way partnership, representing barely over 70% of Denison’s present possession curiosity. The Possibility Settlement outlines three (3) phases, as summarized under:
Section 1: | To earn an preliminary 20% curiosity within the Exploration Properties (14.03% for Hatchet Lake), on or earlier than October 7, 2024 (the ” Efficient Date “), Foremost’s obligations embody:
|
Section 2: | To earn an extra 31% curiosity within the Exploration Properties (21.75% for Hatchet Lake), on or earlier than 36 months following the Efficient Date, Foremost’s obligations embody:
If the circumstances of Section 2 are usually not glad, Foremost shall forfeit its pursuits in and rights to the Exploration Properties. |
Section 3: | To earn an extra 19% curiosity within the Exploration Properties (15.22% for Hatchet Lake), on or earlier than 36 months following the profitable completion of Section 2, Foremost’s obligations embody:
If the circumstances of Section 3 are usually not glad, Foremost shall forfeit a portion of its pursuits in and rights to the Exploration Properties such that Denison’s pursuits within the Exploration Properties might be elevated to 51% and operatorship shall revert to Denison. |
Upon the profitable completion of the Possibility Settlement, the events would enter into a proper three way partnership settlement in respect of the Exploration Properties the place the preliminary possession pursuits of Foremost and Denison might be decided primarily based on satisfaction of circumstances pursuant to the Possibility Settlement.
Uranium Overview
The worldwide clear vitality transition has elevated the necessity for various gasoline sources with nuclear energy prevailing as a vital element to fulfill the demand for a inexperienced economic system. ” Market sentiments on uranium are constructive together with fairness markets, and significantly look beneficial for uranium builders ” wrote Sehaj Anand, a analysis analyst for FactSet (What’s Driving the Bull Run in Uranium, Might 2024). The commodity worth rose above US$100/lb U 3 O 8 final yr, the best since 2007, after a decade-long decline from US$143/lb U 3 O 8 to US$18/lb U 3 O 8 and is at the moment sitting at ~US$80/lb U 3 O 8 .
Uranium: Provide vs Demand
The availability aspect’s future outlook is forecasted to underserve the demand aspect. Among the elements contributing to a rise within the demand for uranium globally embody: the will to section out dependence on fossil fuels, depressed uranium costs over the previous decade and mine closures and/or disruptions. Commerce sanctions on Russia are affecting enriched uranium provide to the West and civil unrest in Niger have sparked a worldwide urgency to safe dependable sources of uranium.
Determine 2. Uranium Spot Costs Historical past with Key Occasions
Supply: Factset UxC CME
Most just lately, uranium producers, builders, and bodily uranium holding corporations have continued to purchase bodily uranium, placing an additional pressure on the uranium provide. With the shortage of nuclear gasoline, there’s a rising sense of urgency to safe adequate uranium provide, including further strain on the general uranium market 2 .
Determine 3. World Uranium Provide and Demand (million kilos U 3 O 8 – per UxC Q3’24)
Notice: Knowledge on this slide has been derived from UxC’s Uranium Market Outlook dated Q3’2024, together with provide & demand estimates and market stability figures. Supply: Denison Investor Presentation – September 2024.
Market Outlook
Nuclear vitality has the bottom carbon footprint for energy technology in comparison with another supply and is essentially the most dependable possibility for carbon-free baseload electrical energy technology 3 . On the 2023 United Nations Local weather Change Convention or Convention of the Events of the UNFCCC (extra generally often known as COP 28), a complete of twenty-two nations agreed to focus on tripling nuclear capability by 2050 as nations deal with vitality safety and affordability. The biennial Nuclear Gasoline Report stated demand for uranium is anticipated to rise to 83,840 tonnes by 2030 and 130,000 tonnes by 2040, from 65,650 in 2023. 4
Title Change
With Foremost’s enterprise actions to be centered on exploration efforts to find supply gasoline for clear vitality options, together with each uranium and lithium, the Board of Administrators have unanimously agreed to vary the Firm’s identify to “Foremost Clear Vitality Ltd.” Foremost will proceed buying and selling underneath the identical symbols, “FMST” as listed on the Nasdaq, and “FAT” as listed on the CSE, topic in every case to regulatory approval. The CUSIP quantity assigned to the Firm’s shares following the identify change might be CUSIP (34546R100 ) and ISIN ( CA34546R1001 ).
The CSE will publish a bulletin asserting the efficient date of the change in Foremost’s identify. The Firm’s frequent shares are anticipated to begin buying and selling on each the CSE and Nasdaq underneath its new identify and CUSIP quantity at market open on or about Sept 27 , 2024. No motion is required to be taken by shareholders with respect to the identify change. Excellent share certificates are usually not affected by the identify change and don’t should be exchanged.
To see full particulars of the Possibility Settlement, Investor Rights Settlement, and different associated paperwork in reference to the Transaction, please check with the Firm’s filings underneath its profile on Sedar+ at www.sedarplus.ca and on Edgar at www.sec.gov/edgar.shtm . The Firm retained an arm’s-length monetary advisor in reference to the Transaction which might be entitled to a transaction charge equal to 4% of the anticipated transaction worth, payable in frequent shares following the Efficient Date. As well as, an arm’s-length third social gathering might be paid a finder’s charge equal to eight% of the deemed worth of the share consideration payable to Denison pursuant to the primary section of the Transaction, payable in frequent shares following the Efficient Date. The Transaction, together with the fee of the foregoing charges, and identify change are topic to sure regulatory approvals, together with these of the NASDAQ and the CSE. All Frequent Shares issued pursuant to the Transaction are topic to a maintain interval of 4 months and at some point, in accordance with relevant Canadian Securities Legal guidelines.
About Denison
Denison is a uranium mining, exploration and improvement firm with pursuits centered within the Athabasca Basin area of northern Saskatchewan, Canada. Denison has an efficient 95% curiosity in its flagship Wheeler River Uranium Undertaking, which is the biggest undeveloped uranium undertaking within the infrastructure wealthy japanese portion of the Athabasca Basin area of northern Saskatchewan. In mid-2023, the Phoenix FS was accomplished for the Phoenix deposit as an ISR mining operation, and an replace to the beforehand ready 2018 Pre-Feasibility Research (‘PFS’) was accomplished for Wheeler River’s Gryphon deposit as a standard underground mining operation. Based mostly on the respective research, each deposits have the potential to be aggressive with the bottom price uranium mining operations on the earth. Allowing efforts for the deliberate Phoenix ISR operation commenced in 2019 and have superior considerably, with licensing in progress and a draft Environmental Impression Research (‘EIS’) submitted for regulatory and public evaluate in October 2022.
Denison’s pursuits in Saskatchewan additionally embody a 22.5% possession curiosity within the McClean Lake Joint Enterprise (‘MLJV’), which incorporates unmined uranium deposits (deliberate for extraction through the MLJV’s SABRE mining methodology beginning in 2025) and the McClean Lake uranium mill (at the moment using a portion of its licensed capability to course of the ore from the Cigar Lake mine underneath a toll milling settlement), plus a 25.17% curiosity within the Midwest Joint Enterprise (‘MWJV’)’s Midwest Primary and Midwest A deposits, and a 69.44% curiosity within the Tthe Heldeth Túé (‘THT’) and Huskie deposits on the Waterbury Lake Property (‘Waterbury’). The Midwest Primary, Midwest A, THT and Huskie deposits are positioned inside 20 kilometres of the McClean Lake mill. Taken collectively, Denison has direct possession pursuits in properties overlaying ~384,000 hectares within the Athabasca Basin area.
Moreover, by its 50% possession of JCU (Canada) Exploration Firm, Restricted (‘JCU’), Denison holds pursuits in varied uranium undertaking joint ventures in Canada, together with the Millennium undertaking (JCU, 30.099%), the Kiggavik undertaking (JCU, 33.8118%) and Christie Lake (JCU, 34.4508%).
Denison has a market capitalization of roughly ~$2.1billion (~ US $ 1.6 billion)and its frequent shares are listed on the Toronto Inventory Change (the ‘TSX’) underneath the image ‘DML’ and on the NYSE American trade underneath the image ‘DNN’.
Certified Individual
Technical info on this information launch has been reviewed and accredited by Jody Dahrouge, B.Sc., Sp.C., P. Geo who’s a Certified Individual as recognized by Canadian Nationwide Instrument 43-101-Requirements of Disclosure for Mineral Tasks and as outlined by the Securities and Change Fee’s Regulation S-Ok 1300 guidelines for useful resource deposit disclosure.
About Foremost
Foremost (NASDAQ: FMST) (CSE: FAT) (FSE: F0R0) (WKN: A3DCC8), assuming the effectiveness of the Transaction, might be an rising North American uranium exploration firm with pursuits in 10 potential properties spanning over 330,000 acres within the prolific, uranium-rich Athabasca Basin. As international demand for decarbonization accelerates, the necessity for nuclear energy is essential. Foremost expects to be positioned to capitalize on the rising demand for uranium by discovery in a prime jurisdiction with the target to assist the world’s vitality transition objectives. Alongside its exploration companion Denison, Foremost might be dedicated to a strategic and disciplined exploration technique to determine assets by testing drill–prepared targets with recognized mineralization alongside strike of latest main discoveries.
Foremost additionally maintains a secondary portfolio of serious lithium initiatives at completely different levels of improvement spanning over 50,000 acres throughout Manitoba and Quebec. For additional info please go to the corporate’s web site at www.foremostcleanenergy.com .
Contact and Info
Firm
Jason Barnard, President and CEO
+1 (604) 330-8067
data@foremostcleanenergy.com
Investor Relations
Lucas A. Zimmerman
Managing Director
MZ Group – MZ North America
(949) 259-4987
FMST@mzgroup.us
www.mzgroup.us
Observe us or contact us on social media:
Twitter: @[foremostcleanenergy]
Linkedin: https://www.linkedin.com/firm/foremost-lithium-resource-technology
Fb: https://www.fb.com/ForemostLithium
Ahead-Wanting Statements
Apart from the statements of historic truth contained herein, the data offered on this information launch and oral statements made every so often by representatives of the Firm are or could represent “forward-looking statements” as such time period is utilized in relevant United States and Canadian legal guidelines and together with, with out limitation, inside the which means of the Personal Securities Litigation Reform Act of 1995, for which the Firm claims the safety of the protected harbor for forward-looking statements. These statements relate to analyses and different info which might be primarily based on forecasts of future outcomes, estimates of quantities not but determinable and assumptions of administration. Another statements that categorical or contain discussions with respect to predictions, expectations, beliefs, plans, projections, goals, assumptions or future occasions or efficiency (usually, however not all the time, utilizing phrases or phrases comparable to “expects” or “doesn’t anticipate,” “is anticipated,” “anticipates” or “doesn’t anticipate,” “plans,” “estimates” or “intends,” or stating that sure actions, occasions or outcomes “could,” “may,” “would,” “would possibly” or “will” be taken, happen or be achieved) are usually not statements of historic truth and needs to be seen as forward-looking statements. Such forward-looking statements contain recognized and unknown dangers, uncertainties and different elements which can trigger the precise outcomes, efficiency or achievements of the Firm to be materially completely different from any future outcomes, efficiency or achievements expressed or implied by such forward-looking statements. Such dangers and different elements embody, amongst others, the provision of capital to fund packages and the ensuing dilution brought on by the elevating of capital by the sale of shares, continuity of agreements with third events and satisfaction of the circumstances to the Transaction, dangers and uncertainties related to the setting, delays in acquiring governmental approvals, permits or financing. Though the Firm has tried to determine necessary elements that might trigger precise actions, occasions or outcomes to vary materially from these described in forward-looking statements, there could also be different elements that trigger actions, occasions or outcomes to not be as anticipated, estimated or supposed. There may be no assurance that such statements will show to be correct as precise outcomes and future occasions may differ materially from these anticipated in such statements. Though the Firm believes that the expectations mirrored in such forward-looking statements are primarily based upon cheap assumptions, it may give no assurance that its expectations might be achieved. Ahead-looking info is topic to sure dangers, traits and uncertainties that might trigger precise outcomes to vary materially from these projected. Many of those elements are past the Firm’s skill to manage or predict. Necessary elements which will trigger precise outcomes to vary materially and that might affect the Firm and the statements contained on this information launch may be discovered within the Firm’s filings with the Securities and Change Fee. The Firm assumes no obligation to replace or complement any forward-looking statements whether or not on account of new info, future occasions or in any other case. Accordingly, readers shouldn’t place undue reliance on forward-looking statements contained on this information launch and in any doc referred to on this information launch. This information launch shall not represent a proposal to promote or the solicitation of a proposal to purchase securities. and data. Please check with the Firm’s most up-to-date filings underneath its profile at on Sedar+ at www.sedarplus.ca and on Edgar at www.sec.gov/edgar.shtm for additional info respecting the dangers affecting the Firm and its enterprise.
The Canadian Securities Change has neither accredited nor disapproved the contents of this information launch and accepts no duty for the adequacy or accuracy hereof.
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1 https://investingnews.com/innspired/global-uranium-supply-athabasca-basin/
2 https://perception.factset.com/whats-driving-the-bull-run-in-uranium
3 https://www.vitality.gov/ne/articles/nuclear-power-most-reliable-energy-source-and-its-not-even-close
4 https://www.nucnet.org/information/uranium-demand-expected-to-surge-by-28-by-2030-9-5-2023
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