FMST 6-K
Foremost Clean Energy Ltd. (FMST)
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 2026
Commission File Number: 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 [ X ] Form 40-F [ ]
On August 28, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibit 99.1. Press release dated August 28, 2026
SIGNATURES
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, thereunto duly authorized.
| Foremost Clean Energy Ltd. | ||
| (Registrant) | ||
| Date: August 28, 2026 | /s/ David Cates | |
| David Cates | ||
| Interim CEO | ||
EXHIBIT 99.1
Foremost Clean Energy Files Early Warning Report with Respect to Rio Grande Resources
VANCOUVER, British Columbia, Aug. 28, 2026 (GLOBE NEWSWIRE) -- Foremost Clean Energy Ltd. (“Foremost” or the “Company”) (NASDAQ: FMST) (CSE: FAT) today announces that it has filed an early warning report in respect of Rio Grande Resources Ltd. (“Rio Grande”).
On August 24, 2026, Rio Grande announced the closing of a private placement raising total gross proceeds of $2,546,500, resulting in the issuance of 12,732,500 Units at a price of $0.20 per Unit (the “Rio Grande Private Placement”). Each Unit consists of one Rio Grande common share (“Rio Grande Share”) and one transferable Rio Grande Share purchase warrant (each warrant, a “Rio Grande Warrant”). Each Rio Grande Warrant entitles the holder to acquire one Rio Grande Share at an exercise price of $0.40 for a period of two years from the date of issuance.
Immediately prior to the Rio Grande Private Placement, the Company owned 5,152,558 Rio Grande Shares, representing approximately 11.01% of the issued and outstanding Rio Grande Shares.
Immediately following the Rio Grande Private Placement, in which the Company did not participate, the Company’s interest in Rio Grande decreased to approximately 8.65% of the issued and outstanding Rio Grande Shares. Accordingly, the Company is no longer subject to the early warning reporting requirements in respect of Rio Grande, as the Company has fallen below the 10% reporting threshold.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
About Foremost
Foremost Clean Energy Ltd. (NASDAQ: FMST) (CSE: FAT) (WKN: A3DCC8) 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 holds an option from Denison Mines Corp. to earn up to a 70% interest in 10 prospective uranium properties (except for the Hatchet Lake property, where Foremost can earn up to 51%), spanning over 330,000 acres in the prolific, uranium-rich Athabasca Basin region of northern Saskatchewan. The Company’s 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 43,000+ acres in Manitoba, providing exposure to other critical materials essential in electrification and energy storage.
For further information, please visit the Company’s website at www.foremostcleanenergy.com.
Contact and Information
Company
David Cates, Interim President and CEO
(416) 979-1991 ext. 362
[email protected]
Follow us or contact us on social media:
X: @fmstcleanenergy
LinkedIn: https://www.linkedin.com/company/foremostcleanenergy
Facebook: https://www.facebook.com/ForemostCleanEnergy
Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented in this news release and oral statements made from time to time by representatives of the Company are or may constitute “forward-looking statements” as such term is used in applicable United States and Canadian laws and including, without limitation, within the meaning of the Private Securities Litigation Reform Act of 1995, for which the Company claims the protection of the safe harbor for forward-looking statements. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management with respect to corporate strategy, market conditions, and other factors. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates” or “intends,” or stating that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements. Such 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 such forward-looking statements. Such risks and other factors include, among others, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, continuity of agreements with third parties and satisfaction of the conditions to the option agreement with Denison, risks and uncertainties associated with the environment, delays in obtaining governmental approvals, permits or financing, changes to the Company's ownership percentage of Rio Grande Shares, and that such changes may re-trigger early warning reporting or other obligations under applicable securities legislation. 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. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this news release can be found in the Company’s filings with the Securities and Exchange Commission and on SEDAR+. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities. Please refer to the Company’s most recent filings under its profile on SEDAR+ at www.sedarplus.ca and on Edgar at www.sec.gov for further information respecting the risks affecting the Company and its business.
The CSE has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.