UNDERWRITING AGREEMENT between FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD. and THINKEQUITY LLC as Representative of the Several Underwriters FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.Underwriting Agreement • August 9th, 2023 • Foremost Lithium Resource & Technology Ltd. • Miscellaneous metal ores • New York
ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 9th, 2023 • Foremost Lithium Resource & Technology Ltd. • Miscellaneous metal ores • New York
FORM OF CERTIFICATED WARRANT] COMMON SHARE PURCHASE WARRANT FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.Common Share Purchase Warrant • August 9th, 2023 • Foremost Lithium Resource & Technology Ltd. • Miscellaneous metal ores • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ___________, 2023 (the “Initial Exercise Date”) and on or prior to the 5:00 p.m., New York City time on ______, 2028 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foremost Lithium Resource & Technology Ltd., a limited liability company formed under the laws of the province of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initiall
EXHIBIT A Form of Pre-Funded Warrant PRE-FUNDED COMMON SHARE PURCHASE WARRANT FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.Pre-Funded Common Share Purchase Warrant • August 9th, 2023 • Foremost Lithium Resource & Technology Ltd. • Miscellaneous metal ores • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date, as stipulated above, until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foremost Lithium Resource & Technology Ltd., a limited liability company formed under the laws of the province of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THIS AGREEMENT made and dated for reference the 28th day of June, 2022. BETWEEN:Option Agreement • April 14th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores • Manitoba
STRIDER RESOURCES LIMITED, a body corporate, incorporated under the laws of Manitoba, having an office at P.O. Box 144, Cranberry Portage, Manitoba, R0B 0H0 (hereinafter called the “Optionor”)
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores
Form of Representative’s Warrant AgreementWarrant Agreement • May 18th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Foremost Lithium Resource & Technology Ltd., a British Columbia company (the “Company”), up to ______ common shares, no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • January 17th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores
FOR VALUE RECEIVED, the Debtor covenants, agrees, warrants, represents, acknowledges, and confirms to and with the Secured Party and creates and grants the mortgages, charges, transfers, assignments, and security interests as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 18th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores • British Columbia
FOREMOST CLEAN ENERGY LTD.Arrangement Agreement • December 6th, 2024 • Foremost Clean Energy Ltd. • Miscellaneous metal ores • British Columbia
THIS OPTION AGREEMENT made and dated for reference the 30th day of July, 2021. BETWEEN:Option Agreement • January 17th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores • Manitoba
MOUNT MORGAN RESOURCES LTD., a company incorporated under the laws of British Columbia, having an office at 1207 Sunset Drive, Saltspring Island, B.C., V8K 1EP (the “Optionor”)
AMENDMENT TO OPTION AGREEMENTOption Agreement • January 17th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores • British Columbia
TOP NOTCH MARKETING LTD., a British Columbia company having an office at #1307 – 1473 Johnston Road, White Rock, B.C. V4B 0A2 (email: madkatz@telus.net), R. ROSS BLUSSON, geologist, of #406 – 22327 River Road, Maple Ridge, B.C. V2X 2C7 (email: monablusson@yahoo.com) and DOUBLE-U-EM INVESTMENTS LTD., a British Columbia company having an office at 8880 Myhill Road, Richmond, B.C. V6Y 2J2 (email: Wayne1453@shaw.ca)
MINERAL PROPERTY ACQUISITION AGREEMENTMineral Property Acquisition Agreement • January 17th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores
Foremost Lithium Resources & Technology Ltd., a corporation incorporated under the laws of the Province of British Columbia having a registered office at 2500 - 700 West Georgia Street, Vancouver B.C. V4L 2K8 (the “Purchaser”)
OPTION AGREEMENTOption Agreement • January 17th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores • British Columbia
NOW THEREORE, IN CONSIDERATION of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration (the receipt and sufficiency of which is hereby mutually acknowledged) the parties agree as follows:
STOCK OPTION AGREEMENTStock Option Agreement • January 17th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores • British Columbia
Far Resources Ltd., a company incorporated under the laws of British Columbia and having its head office located at #510 - 580 Hornby Street, Vancouver, BC, V6C 3B6; (the “Company”)
OPTION AGREEMENTOption Agreement • January 17th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores
FAR RESOURCES LTD., a company incorporated under the laws of British Columbia and having an office at #201 – 2691 Viscount Way, Richmond, B.C. V6V 2R5
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2023 • Foremost Lithium Resources & Technology Ltd. • Miscellaneous metal ores
FOREMOST CLEAN ENERGY LTD.Arrangement Agreement • December 3rd, 2024 • Foremost Clean Energy Ltd. • Miscellaneous metal ores • British Columbia
