Mr. David Cates of Foremost reports

FOREMOST ANNOUNCES FORMATION OF GR AND BLACKWING JOINT VENTURES AND ISSUANCE OF WARRANTS TO DENISON AT A SIGNIFICANT PREMIUM

Foremost Clean Energy Ltd. has closed a transaction with Denison Mines Corp. resulting in, among other things, the sale of a 31-per-cent interest in the GR and Blackwing properties, the formation of two exploration joint ventures (JVs), and the issuance of 1,031,191 share purchase warrants in exchange for total cash consideration of $650,000. The warrants have an exercise price of $1.80 per warrant share, which represents over a 175-per-cent premium to Foremost's closing share price on Oct. 22, 2026, the date on which the transaction was announced, and have a five-year term.

David Cates, interim chief executive officer of Foremost, commented: "The GR and Blackwing properties are located in the northwestern portion of the Athabasca basin region and are situated along the Grease River shear zone and the Black Bay fault, respectively -- both of which are geologically prospective areas that have historically been subject to little or no exploration and that have the potential to become new areas of exploration focus in the region. Forming the GR and Blackwing joint ventures with Denison is an ideal arrangement for Foremost, whereby the company receives $650,000 in cash proceeds while retaining exposure to potential future exploration success from the properties without having to fund the full cost of exploration. Importantly, the proceeds from the transaction are expected to be used largely to fund Foremost's recently commenced exploration program at the Turkey Lake property."

GR and Blackwing highlights

Foremost and Denison have formed two exploration JVs, with Foremost holding a 20-per-cent ownership interest in each of the properties.

The GR property consists of 16 mineral claims covering 78,585 hectares, and the Blackwing property consists of three mineral claims covering 12,627 hectares.

Denison is responsible for financing its share of future expenditures (currently 80 per cent), per the JV agreements, and has committed to either carry out geophysical studies or make deficiency deposits to maintain the properties until at least Jan. 4, 2028.

Foremost expects Denison will carry out geophysical studies within the next 12 months to further define the exploration potential of the properties and generate future drill targets.

Foremost has the option to decide, within six months of the earlier of the completion of the initial geophysical surveys and the date of the last of the initial expenditures, to: (i) finance its share of the initial expenditures; or (ii) dilute its ownership pursuant to the terms of the JVs.

Warrant terms

Foremost issued 1,031,191 warrants to Denison with an exercise price of $1.80 per warrant share and a term of five years. The number of warrants exercisable by Denison at any time is limited to such number of warrants that, if exercised, would not result in Denison's ownership of Foremost exceeding 19.95 per cent.

The exercise price of $1.80 represents over a 175-per-cent premium to Foremost's closing share price of 64 cents on Oct. 22, 2026, the date on which the transaction was announced.

At maturity, if exercise of any remaining warrants would result in the holder exceeding the ownership cap, then Foremost will either: (a) apply for and obtain an extension of the term of the warrants for such duration as may be approved by the Canadian Securities Exchange; or (b) purchase from the holder any remaining warrants not exercisable due to the ownership cap based on the differential between the exercise price and the current market price for each warrant share.

The warrants are subject to a four-month hold period expiring on March 3, 2027, and thereafter will be transferable.

Amended and restated option agreement

The option agreement entered into between Denison and Foremost on Sept. 23, 2024, included 10 properties and has been amended and restated to exclude the properties such that Foremost no longer has any right to increase its ownership interest in those two properties.

Accordingly, any subsequent expenditures incurred by Foremost in connection with the properties will be governed by the applicable JV agreements and will not count toward satisfaction of Option Tranche 3 under and as defined in the amended and restated option agreement.

The amended and restated option agreement preserves Foremost's right to complete Option Tranche 3 and earn an additional 19-per-cent interest (for an aggregate interest of 70 per cent) in seven of the remaining eight properties under option from Denison and a minimum 51-per-cent interest in Hatchet Lake by: (i) completing $12-million in eligible exploration expenditures on the remaining eight properties by July 9, 2029; and (ii) paying Denison $2.5-million in additional consideration in cash, common shares of Foremost or a combination thereof.

The full details of the amended and restated option agreement will be available under Foremost's profile on SEDAR+.

Amended and restated investor rights agreement

The amended and restated investor rights agreement between Denison and Foremost dated July 23, 2025, was further amended and restated to make certain other amendments of a housekeeping or administrative nature.

Early warning requirements

Immediately prior to entry into the amended and restated option agreement, the second amended and restated investor rights agreement, and the acquisition of the warrants, Denison owned or controlled 3,448,610 common shares of Foremost, representing approximately 19.9 per cent of the issued and outstanding shares, and held 607,600 share purchase warrants to acquire an additional 607,600 shares, representing approximately 15.2 per cent of the outstanding share purchase warrants of Foremost.

As a result of the acquisition of the warrants, Denison owns or controls 3,448,610 common shares of Foremost, representing approximately 19.9 per cent of the issued and outstanding shares and holds 1,638,791 share purchase warrants to acquire an additional 1,638,791 common shares, representing approximately 32.6 per cent of the outstanding share purchase warrants of Foremost. The warrants are subject to a restriction that Denison shall not be entitled to exercise any warrants to the extent that, after giving effect to such exercise, Denison would beneficially own or exercise control or direction over more than 19.95 per cent of the issued and outstanding Foremost shares at the time of exercise.

This press release and Denison's corresponding early warning report, which is expected to be filed on SEDAR+ in the near term, constitute the required disclosure pursuant to Section 5.2 of National Instrument 62-104, Take-Over Bids and Issuer Bids. The early warning report is being filed in connection with a change in material fact contained in Denison's last early warning report dated July 9, 2026. The warrants acquired by Denison pursuant to the foregoing transactions are being acquired for investment purposes. Denison may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or may continue to hold the securities of Foremost.

The early warning report that will be filed on SEDAR+ in respect of the amended and restated option agreement, the second amended and restated investor rights agreement, and the warrants will satisfy the requirement of Section 5.2 of NI 62-104 to have the early warning report filed by an acquiror, with the securities regulatory authorities in each of the jurisdictions in which Foremost is a reporting issuer and which contains the information required by Section 3.1 of NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which includes the information required by Form 62-103F1. A copy of the early warning report will be available under Foremost's profile on SEDAR+.

Qualified person

The technical content of this news release has been reviewed and approved by Cameron MacKay, PGeo, vice-president of exploration for Foremost Clean Energy and a qualified person under NI 43-101.

About Foremost Clean Energy Ltd.

Foremost Clean Energy is a North American uranium, lithium and gold exploration company strategically positioned to support the long-term growth in demand expected for reliable, carbon-free energy sources.

The company has a portfolio of 10 property interests spanning over 330,000 acres in the prolific, uranium-rich Athabasca basin region of Northern Saskatchewan, including an option from Denison to earn up to a 70-per-cent interest in seven prospective uranium properties and a minimum 51-per-cent interest in the Hatchet Lake property, plus a minority ownership interest (20-per-cent ) in the GR and Blackwing joint ventures with Denison.

The company's uranium exploration efforts benefit from access to extensive historic drilling and geophysical data for targeting high-potential, mineralized trends. To date, Foremost has completed geophysical surveys and multiple drill campaigns that have generated encouraging results and defined high-priority exploration targets for follow-up drilling.

Foremost also has a portfolio of lithium-focused projects at varying stages of development spanning greater than 43,000 acres in Manitoba, providing exposure to other critical materials essential in electrification and energy storage.

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