Mr. Jason Barnard reports

FOREMOST LITHIUM ANNOUNCES CLOSING OF THE SECOND TRANCHE OF ITS FLOW-THROUGH PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $1.455M

Further to the press releases dated Feb. 13, 2024, and March 13, 2024, on April 29, 2024, Foremost Lithium Resource & Technology Ltd. closed the second tranche of its non-brokered private placement for aggregate gross proceeds of $1,455,129.48 pursuant to an arrangement with Wealth Creation Preservation & Donation Inc.

Foremost issued 247,471 flow-through units at a subscription price of $5.88 per FT unit, composed of one flow-through common share in the capital of the company and one non-flow-through common share purchase warrant, entitling the holder thereof to purchase an additional non-flow-through common share in the capital of the company, at an exercise price of $4 per warrant share, until April 29, 2026.

The warrants will be subject to an accelerated expiry if, at any time following the date of issuance, the volume-weighted average trading price of the shares on the Canadian Securities Exchange is or exceeds $6 for any 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 gross proceeds from the issuance of the FT units will be used to incur Canadian exploration expenses that will qualify, once renounced as flow-through critical mineral mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), and as flow-through mining expenditures as defined in Section 11.7(1) of the Income Taxation Act (Manitoba). In addition, the qualifying expenditures renounced to a subscriber who is an individual (other than a trust) will qualify for the Manitoba mineral exploration tax credit described in Section 11.7(2) of the Income Tax Act (Manitoba), a non-refundable investment tax credit deductible against provincial income taxes payable by such subscriber under the Income Tax Act (Manitoba).

In connection with the closing of the second tranche of the offering, finders' fees composed of approximately $175 in cash consideration and 51 finders' warrants were paid and issued to an eligible arm's-length finder. Each finder's warrant is exercisable to acquire a share at a price of $3.40 per share for a period of 24 months from the date of issue. All of the securities issued under the second tranche of the offering will be subject to a hold period of four months and one day from the date of issuance expiring on Aug. 30, 2024.

Secured note

On May 10, 2022, the company entered into a secured promissory note in the original principal amount of $1,145,520.08 with Jason Barnard and Christina Barnard. Effective May 10, 2023, the company and the lenders agreed to amend the promissory note to extend its term by one year and increase the interest rate to 11.35 per cent payable in monthly instalments of $8,000, with the balance of accrued interest payable on maturity. On April 26, 2024, the company and the lenders agreed to further amend the first amended note by issuing a second amended note, which supersedes and replaces the first amended note, in the principal amount of $1,144,205.63, having a maturity date of May 10, 2025, and accruing interest at the same rate of 11.35 per cent per annum compounded monthly with monthly payments of $10,835, with the balance of accrued interest payable on maturity. The second amended note is repayable at any time without penalty and matures on May 10, 2025.

Each of the lenders is a senior officer of the company, and Mr. Barnard is a director of the company, and the lenders are, jointly, the largest shareholders of the company. The amendment of the terms of the loan and the issuance of the second amended note constitute a related-party transaction under the policies of the Canadian Securities Exchange and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). As the loan is less than 25 per cent of the current market capitalization of the company, the loan is exempt from the formal valuation requirements of MI 61-101 by virtue of Section 5.5(a) (Fair Market Value Not More Than 25 Per Cent of Market Capitalization). The company is relying on Section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) for exemption from minority approval requirements of MI 61-101 since the loan is not convertible into securities of the company and since the loan has been obtained on reasonable commercial terms that are not less advantageous to the company than if the loan were obtained from an arm's-length person. The terms of the second amended note have been reviewed and unanimously approved by the company's board of directors, as well as the company's audit committee.

About Foremost Lithium Resource & Technology Ltd.

Foremost (Nasdaq: FMST) (Canadian Securities Exchange: FAT) (FSE: F0R0) (WKN: A3DCC8) is a hardrock lithium exploration company focused on empowering the North American clean energy economy. Foremost's strategically located lithium properties extend over 43,000 acres in Snow Lake, Man., and hosts a property in a known active lithium camp situated on over 11,400 acres in Quebec called Lac Simard South.

Foremost's four flagship Lithium Lane projects, as well as its Lac Simard South project, are located at the tip of the North American free-trade agreement superhighway to capitalize on the world's growing electric vehicle appetite, strongly positioning the company to become a premier supplier of North America's lithium feedstock. As the world transitions toward decarbonization, the company's objective is the extraction of lithium oxide and to subsequently play a role in the production of high-quality lithium hydroxide to help power lithium-based batteries, critical in developing a clean energy economy. Foremost also has the Winston gold/silver property in New Mexico, United States.

We seek Safe Harbor.