Mr. Jason Barnard reports

FOREMOST CLEAN ENERGY AND RIO GRANDE RESOURCES ANNOUNCE COMPLETION OF SPIN-OUT TRANSACTION

Foremost Clean Energy Ltd. and Rio Grande Resources Ltd., a new stand-alone exploration company expected to list on the Canadian Securities Exchange, have completed their previously announced spinout of Foremost's Winston gold and silver properties to Rio Grande. The spinout was completed this morning by way of statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia).

Foremost's president and chief executive officer, Jason Barnard, commented: "I am proud that today Foremost has finalized this important milestone of the spinout of the Winston property. This will allow the team at Rio Grande to dedicate their time, energy and capital to assets that I believe hold great promise, which is a significant benefit to the shareholders of both companies.

"The Winston property's past-producing gold and silver mines are situated within a promising geological environment at a time when gold prices have recently neared $2,800 (U.S.) an ounce. This provides Rio Grande with a tremendous opportunity to unlock value that has, frankly, been too long overlooked and presents an exciting upside potential for our shareholders who retain a stake in the various projects held by Foremost as well as Rio Grande.

"I am excited to direct our full attention to our upcoming uranium exploration program in the Athabasca basin, which we believe will play a pivotal role in driving a cleaner energy future."

Pursuant to the arrangement, holders of common shares of Foremost, immediately prior to the effective date, received in exchange one new common share of Foremost and two common shares of Rio Grande. Registered shareholders should refer to Foremost's news release dated Jan. 28, 2025, for further details on how to receive their new Foremost shares and Rio Grande shares. Additional information, including a summary of the arrangement, is set out in Rio Grande's listing statement dated as of the date hereof, which can be found on Rio Grande's website and on Rio Grande's SEDAR+ profile.

Listing of Rio Grande

Subject to Rio Grande satisfying all of the conditions of the CSE, listing of the Rio Grande shares on the CSE under the symbol RGR is expected to commence at market open on or around Feb. 4, 2025.

Early warning

Pursuant to the arrangement, on the effective date, Foremost: (i) transferred to Rio Grande the right to collect receivables in respect of all amounts outstanding and owing from Sierra Gold & Silver Ltd. to Foremost as at Jan. 31, 2025; and (ii) assigned and transferred to Rio Grande all of the issued and outstanding common shares of Sierra, in consideration for Rio Grande issuing to Foremost such Rio Grande shares as was equal to the quotient obtained by dividing by 0.8005 the product obtained by multiplying the number of common shares of Foremost issued and outstanding immediately prior to the effective date by two, being 5,152,557 Rio Grande shares, resulting in Foremost's securityholding percentage equalling 19.95 per cent of Rio Grande's issued and outstanding shares. Foremost acquired the Rio Grande shares pursuant to the arrangement for no additional consideration. The Rio Grande shares will be held by Foremost for investment purposes. Foremost intends to review, on a continuous basis, various factors related to its investment in Rio Grande and may decide to acquire or dispose of additional securities of Rio Grande as future circumstances may dictate.

A shareholder of Foremost, Denison Mines Corp., acquired 3,954,820 Rio Grande shares on the effective date pursuant to the arrangement. Prior to the arrangement, Denison did not hold any Rio Grande shares. In connection with the arrangement, Denison's securityholding percentage increased from 0.0 per cent to 15.31 per cent of Rio Grande's issued and outstanding shares. The Rio Grande shares will be held by Denison for investment purposes. Denison intends to review, on a continuous basis, various factors related to its investment in Rio Grande and may decide to acquire or dispose of additional securities of Rio Grande as future circumstances may dictate.

For further information and to obtain copies of the early warning reports of Foremost and Denison filed under applicable Canadian securities laws, please see Rio Grande's SEDAR+ profile. Foremost may be contacted further at 750 West Pender St., Suite 250, Vancouver, B.C., V6C 2T7. Denison can also be contacted at Suite 1100, 40 University Ave., Toronto, Ont., M5J 1T1.

About Foremost Clean Energy Ltd.

Foremost Clean Energy is an emerging North American uranium and lithium exploration company. The company holds an option to earn up to a 70-per-cent interest in 10 prospective uranium properties (with the exception of the Hatchet Lake, where Foremost is able to earn up to 51 per cent), 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 future of clean energy. Foremost's uranium projects are at different stages of exploration, from grassroots to those with significant historical exploration and drill-ready targets. The company's mission is to make significant discoveries alongside and in collaboration with Denison through systematic and disciplined exploration programs.

Foremost also has a portfolio of lithium projects at varying stages of development, which are located across more than 55,000 acres in Manitoba and Quebec.

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