Foremost Lithium Announces Closing of the Second Tranche of its Flow-Through Private Placement for Gross Proceeds of $1.455M - Seite 2

In connection with the closing of the second tranche of the Offering, finders’ fees comprised of approximately $175 in cash consideration and 51 finder's warrants ("Finder's Warrants") was 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 August 30, 2024.

The FT Units, FT Shares, Warrants, and Warrant Shares (collectively, the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act”) or any state securities laws. Accordingly, the Securities of the Company may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Any Securities offered and sold in the United States shall be issued as “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Secured Note

On May 10, 2022, the Company entered into a secured promissory note in the original principal amount of $1,145,520.08 (the “Loan”) with Jason Barnard and Christina Barnard (the "Lenders"). 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% payable in monthly installments of $8,000, with the balance of accrued interest payable on maturity (the “First Amended Note”). On April 26, 2024, the Company and the Lenders agreed to further amend the First Amended Note by issuing a second amended note (the “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, accruing interest at the same rate of 11.35% 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.