Foremost Lithium Resource & Technology 424B3 Prospectus supplement

PROSPECTUS SUPPLEMENT NO. 2		Filed Pursuant to Rule 424(b)(3)
(to prospectus dated August 21, 2023)		Registration No. 333-272028

800,000 Common Share Units, Each Consisting of a Common Share and a Common Share Purchase Warrant

Foremost Lithium Resource & Technology Ltd.

This prospectus supplement amends and supplements the prospectus dated August 21, 2023, as supplemented or amended from time to time (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-272028). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Report on Form 6-K, furnished to the Securities and Exchange Commission on November 9, 2023 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Shares and Common Share Purchase Warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “FMST” and “FMSTW,” respectively, and our Common Shares are listed on the Canadian Securities Exchange (the “CSE”) under the symbol “FAT”. On November 9, 2023, the last reported sales prices of the Common Shares on Nasdaq and the CSE were US$2.60 and C$3.74, respectively, and the last reported sales price of the Common Share Purchase Warrants on Nasdaq was US$0.50.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 15 of the prospectus for a discussion of information that should be considered in connection with an investment in our common shares. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 10, 2023.

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 November 2023

Commission File Number 001-41769

FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.

(Translation of registrant’s name into English)

Suite 250, 750 W. Pender Street

Vancouver, British Columbia, Canada V6C 2T7

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 ☒ Form 40-F ☐

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.

Date: November 9, 2023.	FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.

	By:	“Bal Bhullar”
		Bal Bhullar
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Condensed Interim Consolidated Financial Statements for the three and six months ended September 30, 2023 and 2022
99.2	Management Discussion and Analysis for the three and six months ended September 30, 2023
99.3	Form 52-109F2 Certification of Interim Filings by CEO
99.4	Form 52-109F2 Certification of Interim Filings by CFO
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Exhibit 99.1

FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

September 30, 2023

FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

For the six months ended September 30, 2023

	Note		September 30, 2023			March 31, 2023
ASSETS

Current assets
Cash			$	2,379,718		$	574,587
GST receivable				51,846			132,515
Prepaid expenses and deposits				307,790			56,710
Net investment in sublease		4		-			31,537

Total current assets				2,739,354			795,349

Non-current assets
Prepaid expenses and deposits				22,043			24,404
Long-term investment				-			2,900
Exploration and evaluation assets		5		13,203,727			12,477,791

Total assets			$	15,965,124		$	13,300,444
LIABILITIES AND EQUITY

Current liabilities
Accounts payable and accrued liabilities		6, 10	$	666,892		$	1,621,721
Short-term loans payable		7		1,206,061			1,216,715
Lease obligation		4		-			34,386
Loan payable		8		40,000			40,000

Total current liabilities				1,912,953			2,912,822

Non-current liabilities
Derivative liability		9		637,219			-

Total liabilities				2,550,172			2,912,822

Equity
Capital stock		9		30,799,824			26,449,839
Reserves		9		2,788,068			1,806,894
Deficit				(20,172,940	)		(17,869,111	)

Total equity				13,414,952			10,387,622

Total liabilities and equity			$	15,965,124		$	13,300,444

Nature and continuance of operations (Note 1)

Approved and authorized on behalf of the Board on November 9, 2023:

*“Jason Barnard*”	Director	*“Andrew Lyons*”	Director
Jason Barnard		Andrew Lyons

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 2 of 25

FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

For the six months ended September 30, 2023

			For the three-month period ended September 30,						For the six-month period ended September 30,
	Note		2023			2022			2023			2022

EXPENSES
General and administration		4,7, 9, 10	$	911,506		$	604,640		$	1,487,708		$	1,005,668
Sales and marketing				237,570			67,967			263,611			96,219
Share-based payments		9,10		694,987			208,426			710,774			539,974

Loss before other items				(1,844,063	)		(881,033	)		(2,462,093	)		(1,641,861	)

OTHER ITEMS
Finance income on sublease		4		378			1,224			1,314			5,560
Foreign exchange loss				(38,730	)		(20,601	)		(31,645	)		(28,576	)
Gain on sublease		4		1,481			1,481			2,962			2,962
Gain on derivative liabilities		9		186,378			-			186,378			-
Recovery of flow-through premium liability				-			146,313			-			146,313
Realized loss on marketable securities				(1,595	)		-			(1,595	)		-
Unrealized gain (loss) on marketable securities				1,500			1,000			1,850			(4,000	)
Write-off of prepaid				(1,000	)		-			(1,000	)		-

Loss and comprehensive loss for the period			$	(1,695,651	)	$	(751,616	)	$	(2,303,829	)	$	(1,519,602	)

Basic and diluted loss per common share			$	(0.39	)	$	(0.20	)	$	(0.56	)	$	(0.41	)
Weighted average number of common shares outstanding				4,327,750			3,815,068			4,150,843			3,717,179

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 3 of 25

FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

For the six months ended September 30, 2023


	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Loss and comprehensive loss for the period	$	(2,303,829	)	$	(1,519,602	)
Items not involving cash:
Finance income on sublease		(1,314	)		(5,462	)
Gain on derivative liabilities		(186,378	)		-
Interest expense		62,847			5,951
Recovery of flow-through premium liability		-			(146,313	)
Share-based payments		710,774			539,974
Share for services		187,872			-
Realized loss on marketable securities		1,595			-
Unrealized loss (gain) on marketable securities		(1,850	)		4,000
Write-off of prepaid		1,000			-
Changes in non-cash working capital items:
GST receivable		80,669			41,073
Accounts receivable		-			(6,166	)
Prepaid expenses and deposits		(249,719	)		65,744
Accounts payable and accrued liabilities		(267,188	)		(105,733	)
Net cash used in operating activities		(1,965,521	)		(1,126,534	)

CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation acquisition costs		(246,828	)		(176,495	)
Exploration and evaluation expenditures		(1,041,623	)		(2,473,324	)
Exploration and evaluation recoveries		100,000			100,000
Receipt of sublease payments		32,851			32,851
Sale proceeds from investment		3,155			-
Net cash used in investing activities		(1,152,445	)		(2,516,968	)

CASH FLOWS FROM FINANCING ACTIVITIES
Private placement		5,418,400			1,661,807
Share issue costs		(387,416	)		(99,624	)
Exercise of warrants		-			1,009,017
Exercise of options		-			34,250
Short-term loan received		-			1,144,304
Loan interest repayment		(72,074	)		-
Repayment of lease obligation		(35,813	)		(35,814	)
Net cash provided by financing activities		4,923,097			3,713,940

Change in cash for the period		1,805,131			70,438
Cash, beginning of the period		574,587			235,455

Cash, end of period	$	2,379,718		$	305,893

Cash paid during the period for interest and taxes	$	72,074		$	-

Supplemental disclosures with respect to cash flow (Note 11)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 4 of 25

FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

For the six months ended September 30, 2023

	Capital stock
	Shares		Amount			Reserves			Deficit			Total equity
Balance, March 31, 2022		3,608,519	$	24,164,441		$	2,294,394		$	(19,717,089	)	$	6,741,746

Private placements		97,753		1,661,807			-			-			1,661,807
Acquisition of exploration and evaluation assets		17,595		134,805			-			-			134,805
Flow-through premium		-		(1,026,410	)		-			-			(1,026,410	)
Share issuance costs		-		(121,624	)		-			-			(121,624	)
Share issued – warrants exercised		202,750		1,009,017			-			-			1,009,017
Share issued – options exercised		7,000		62,803			(28,553	)		-			34,250
Share issuance costs – warrants		-		-			22,000			-			22,000
Shares-based payments		-		-			539,974			-			539,974
Loss for the period		-		-			-			(1,519,602	)		(1,519,602	)
Balance, September 30, 2022		3,933,617		25,884,839			2,827,815			(21,236,691	)		7,475,963
Acquisition of exploration and evaluation assets		-		17,649			-			-			17,649
Flow-through premium		-		48,876			-			-			48,876
Shares issued – options exercised		6,000		93,475			(49,975	)		-			43,500
Shares issued – warrants exercised		10,000		50,000			-			-			50,000
Share issued – PSU redeemed		20,000		355,000			(355,000	)		-			-
Share-based payments		-		-			275,454			-			275,454
Options expired/forfeited		-		-			(891,400	)		891,400			-
Income for the period		-		-			-			2,476,180			2,476,180

Balance, March 31, 2023		3,969,617		26,449,839			1,806,894			(17,869,111	)		10,387,622
Private placements		800,000		5,418,400			-			-			5,418,400
Share issuance costs		-		(657,816	)		270,400			-			(387,416	)
Derivative liability		-		(823,597	)		-			-			(823,597	)
Share issued for services		30,900		187,872			-			-			187,872
Acquisition of exploration and evaluation assets		29,900		225,126			-			-			225,126
Share-based payments		-		-			710,774			-			710,774
Loss for the period		-		-			-			(2,303,829	)		(2,303,829	)
	��
Balance, September 30, 2023		4,830,417	$	30,799,824		$	2,788,068		$	(20,172,940	)	$	13,414,952

* all shares are on post consolidated basis (Note 1)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 5 of 25

FOREMOST LITHIUM RESOURCE & TECHNOLOGY LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
For the six months ended September 30, 2023

1.	NATURE AND CONTINUANCE OF OPERATIONS

Foremost Lithium Resource & Technology Ltd. (the “Company”), which was incorporated under the laws of the Province of British Columbia, is a public company listed on the Canadian Securities Exchange (the “CSE”) and trades under the symbol FAT. The Company’s head office is located at Suite 250, 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T7. The Company’s registered and records office is located at Royal Centre, 1055 West Georgia Street, Suite 1500, PO Box 11117, Vancouver, British Columbia, Canada, V6E 4N7.

On January 4, 2022, the Company changed its name to Foremost Lithium Resource & Technology Ltd.

On February 14, 2022, the Company began trading on the OTCQB Venture Market in the United States under the symbol FRRSF.

On July 5, 2023, the Company consolidated its common shares on the basis of fifty (50) pre-consolidation common shares for one (1) post-consolidation common share. All shares, warrants and stock options in these condensed interim consolidated financial statements are on post consolidated basis.

On August 22, 2023, the Company began trading on the Nasdaq Capital Market under the symbols FMST and FMSTW.

The Company is an exploration company focused on the identification and development of high potential mineral opportunities in stable jurisdictions.

Going concern of operations

These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2023, the Company has had significant losses resulting in a deficit of $20,172,940 (March 31, 2023 - $17,869,111). As at September 30, 2023, the Company also had a working capital of $189,182 (March 31, 2023 - working capital deficiency of $2,117,473). In addition, the Company has not generated revenues from operations. The Company has financed its operations primarily through the issuance of common shares and short-term loans. The Company continues to seek capital through various means including the issuance of equity and/or debt. These material uncertainties cast significant doubt as to the ability of the Company to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These condensed interim consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Any such adjustments may be material.

The Company’s business financial condition and results of operations may be further negatively affected by economic and other consequences from Russia’s military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts of the war in the Ukraine, to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business and may make it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about on its business, results of operations, financial position and cash flows in the future.

In order to continue as a going concern and to meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

Page 6 of 25

2.	BASIS OF PREPARATION

Statement of compliance

These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”), and interpretations issued by the IFRS Interpretations Committee (IFRICs). Accordingly, they do not include all of the information required for full annual financial statements by International Financial Reporting Standards (“IFRS”) for complete financial statements for year-end reporting purposes. These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2023, which have been prepared in accordance with IFRS as issued by IASB and IFRIC. The condensed interim financial statements are presented in Canadian dollars, which is also the Company’s functional currency.

Basis of measurement

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Basis of consolidation

The condensed interim consolidated financial statements include the financial statements of Foremost Lithium Resource & Technology Ltd. and its subsidiaries, Sierra Gold & Silver Ltd. and Sequoia Gold & Silver Ltd.

Name of Subsidiary	Country of Incorporation	Principal Activity	Proportion of Ownership Interest
			September 30, 2023	March 31, 2023
Sierra Gold & Silver Ltd.	USA	Holding Company	100%	100%
Sequoia Gold & Silver Ltd.	Canada	Holding Company	100%	100%

All intercompany balances and transactions have been eliminated.

3.	SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited consolidated financial statements as at March 31, 2023. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2023.

Use of estimates and judgments

The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates.

Page 7 of 25

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d...)

Significant accounting judgments and critical accounting estimates

Significant accounting judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements include, but are not limited to, the following:

assessment of any indicators of impairment of the carrying value of the Company’s exploration and evaluation assets;

the ability of the Company to continue as a going concern; and

contingencies by their nature, will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company is involved in certain claims, and the likelihood or outcomes of these claims involves the exercise of significant judgement.

Foreign currency translation

The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which the entity operates. Transactions in foreign currencies are translated to the functional currency of the entity at the exchange rate in existence at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated at the period end date exchange rates.

The functional currency of the parent entity and its subsidiaries is the Canadian dollar, which is also the presentation currency of the condensed interim consolidated financial statements.

Financial instruments

IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at amortized cost or fair value. The approach in IFRS 9 is based on how an entity manages its financial instruments and the contractual cash flows characteristics of the financial asset.

The classification of debt instruments is driven by the business model for managing the financial assets, liabilities and their contractual cash flow characteristics. Debt instruments are measured at amortized cost if the business model is to hold the instrument for collection of contractual cash flows and those cash flows are solely principal and interest.

If the business model is not to hold the debt instrument, it is classified as fair value through profit or loss (“FVTPL”). Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.

The Company classifies its financial assets into one of the categories described below, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL, and on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at fair value through other comprehensive income (“FVTOCI”).

Page 8 of 25

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d...)

Financial instruments (cont’d…)

Fair value through profit or loss (“FVTPL”) – Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of income (loss) and comprehensive income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in the statement of income (loss) and comprehensive income (loss) in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges.

Fair value through other comprehensive income (“FVTOCI”) - Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

Financial assets at amortized cost - A financial asset is measured at amortized cost using the effective interest method if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment.

Financial liabilities other than derivative liabilities are recognized initially at fair value and are subsequently stated at amortized cost. Transaction costs on financial assets and liabilities other than those classified at FVTPL are treated as part of the carrying value of the asset or liability. Transaction costs for assets and liabilities at FVTPL are expensed as incurred.

The following table shows the classification and measurement of the Company’s financial instruments under IFRS 9:

Financial assets/liabilities	Classification and measurement
Cash	at amortized cost
Long-term investment	at FVTPL
Net investment in sublease	at amortized cost
Accounts payable and accrued liabilities	at amortized cost
Lease obligation	at amortized cost
Short-term loans payable	at amortized cost
Derivative liability	at FVTPL

Page 9 of 25

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d...)

New accounting standards issued and effective

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or IFRC that are mandatory for accounting years beginning on or after January 1, 2022. New accounting pronouncements that are not applicable or are not consequential to the Company have been excluded in the preparation of these condensed interim consolidated financial statements.

Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) - The amendments to IAS 37 specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (example would be the allocation of the depreciation charge for property, plant and equipment used in fulfilling the contract).

These amendments are effective for reporting periods beginning on or after January 1, 2022. The adoption of this new accounting standard had no material impact on the Company’s condensed interim consolidated financial statements for the current period.

A number of new standards, and amendments to standards and interpretations, are not effective and have not been early adopted in preparing these condensed interim consolidated financial statements. The following accounting standards and amendments are effective for reporting periods beginning on or after January 1, 2024:

Classification of Liabilities as Current or Non-current (Amendments to IAS 1) - The amendments to IAS1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date.

The adoption of this new accounting standard is not expected to have a material impact on the Company’s condensed interim consolidated financial statements.

4.	LEASES

For the period ending September 30, 2023, interest expense on our lease obligation was $1,427 (2022 - $5,951). The lease term matured on September 30, 2023. The below tables show the continuity of lease obligation and the reconciliation between the undiscounted and discounted balances:

Lease obligation, March 31, 2022	$	96,340
Interest expense		9,673
Payments made		(71,627	)
Lease obligation, March 31, 2023		34,386
Interest expense		1,427
Payments made		(35,813	)
Lease obligation, September 30, 2023		-
Current portion		-
Non-current portion	$	-

Page 10 of 25

4.	LEASES (cont’d...)

The weighted average incremental borrowing rate applied to the lease liabilities on April 1, 2019 was 15%.

During the period ended September 30, 2023, the Company recognized a gain on sublease of $2,962 (2022 - $2,962).

For the period ended September 30, 2023, finance income of the net investment in sublease was $1,314 (2022 - $4,295). The sublease term matured on September 30, 2023. The below table shows the continuity of net investment in sublease and the reconciliation between the undiscounted and discounted balances:

Net investment in sublease, March 31, 2022	$	88,360
Finance income		8,879
Payments received		(65,702	)
Net investment in sublease, March 31, 2023		31,537
Finance income		1,314
Payments received		(32,851	)
Net investment in sublease, September 30, 2023		-
Current portion		-
Non-current portion	$	-

Page 11 of 25

5.	EXPLORATION AND EVALUATION ASSETS

During the period ended September 30, 2023, the following exploration expenditures were incurred on the exploration and evaluation assets:

	Zoro Property		Grass River Property		Winston Property		Peg North Property		Jean Lake Property			Jol Lithium Property		Lac Simard Property		Total

Acquisition costs
Balance, March 31, 2023	$	1,909,407	$	43,500	$	1,334,548	$	200,000	$	150,000		$	10,454	$	-	$	3,647,909
Cash		-		-		54,637		100,000		50,000			638		41,553		246,828
Shares		-		-		-		100,000		39,526			-		85,600		225,126
Balance, September 30, 2023		1,909,407		43,500		1,389,185		400,000		239,526			11,092		127,153		4,119,863

Exploration costs
Balance, March 31, 2023		4,653,559		596,124		371,909		660,472		2,509,453			38,365		-		8,829,882
Assay		-		-		-		12,788		2,669			-		-		15,457
Geological, consulting and other		20,919		45,785		45,482		149,729		76,610			-		-		338,525
Exploration cost recovery		-		-		-		-		(100,000	)		-		-		(100,000	)
Balance, September 30, 2023		4,674,478		641,909		417,391		822,989		2,488,732			38,365		-		9,083,864

Total Balance, September 30, 2023	$	6,583,885	$	685,409	$	1,806,576	$	1,222,989	$	2,728,258		$	49,457	$	127,153	$	13,203,727

Page 12 of 25

5.	EXPLORATION AND EVALUATION ASSETS (cont’d…)

During the year ended March 31, 2023, the following exploration expenditures were incurred on the exploration and evaluation assets:

	Zoro Property		Grass River Property		Winston Property		Peg North Property		Jean Lake Property			Jol Lithium Property		Total

Acquisition costs
Balance, March 31, 2022	$	1,909,407	$	40,500	$	1,200,586	$	-	$	50,000		$	-	$	3,200,493
Cash		-		3,000		133,962		100,000		50,000			8,000		294,962
Shares		-		-		-		100,000		50,000			2,454		152,454
Balance, March 31, 2023		1,909,407		43,500		1,334,548		200,000		150,000			10,454		3,647,909

Exploration costs
Balance, March 31, 2022		3,402,511		-		244,216		-		343,902			-		3,990,629
Assay		805		-		-		-		496			-		1,301
Drilling		29,084		-		-		-		-			-		29,084
Geological, consulting and other		780,155		412,874		127,693		498,213		1,397,541			38,365		3,254,841
Helicopter		441,004		183,250		-		162,259		1,067,514			-		1,854,027
Exploration cost recovery		-		-		-		-		(300,000	)		-		(300,000	)
Balance, March 31, 2023		4,653,559		596,124		371,909		660,472		2,509,453			38,365		8,829,882

Total Balance, March 31, 2023	$	6,562,966	$	639,624	$	1,706,457	$	860,472	$	2,659,453		$	48,819	$	12,477,791

Page 13 of 25

5.	EXPLORATION AND EVALUATION ASSETS (cont’d...)

Zoro Property

Zoro I

The Company has earned a 100% interest in and to the Zoro I Claim in the Snow Lake area in Manitoba by paying a total of $150,000 in cash and by issuing 140,000 common shares (valued at $635,000).

In addition, during the year ended March 31, 2017, the Company issued 20,000 common shares to an arm’s length party at a fair value of $135,000 as a finder’s fee on the Zoro I option agreement.

Zoro North

The Company earned a 100% interest in and to all lithium-bearing pegmatites and lithium related minerals in Zoro North property located near Snow Lake, Manitoba, subject to a 2% net smelter return royalty (“NSR”), by paying a total of $250,000 in cash, by issuing $250,000 in shares (52,656 shares issued) and by incurring $1,000,000 of exploration expenditures.

The Company can acquire an undivided fifty percent interest in the NSR, being one-half of the NSR or a 1% NSR, by making a $1,000,000 cash payment, together with all accrued but unpaid NSR at the time, prior to the commencement of commercial production.

During the option period, the Company will be solely responsible for carrying out and administering exploration, development and mining work on the property and for maintaining the property in good standing.

Green Bay Claims

The Company has earned a 100% interest in and to all lithium-bearing pegmatites and lithium related minerals in Green Bay Claims located in Manitoba by paying $250,000 in cash and issuing $250,000 in shares (54,494 shares issued).

The property is subject to a 2% NSR. The Company can acquire an undivided fifty percent interest in the NSR, being one-half of the NSR or a 1% NSR from Strider Resources Limited (“Strider”) by making a $1,000,000 cash payment to Strider, together with all accrued but unpaid NSR at the time, prior to the commencement of commercial production.

During the option period, the Company is responsible for carrying out and administering exploration, development and mining work on the property and for maintaining the property in good standing.

Grass River Property

During the year ended March 31, 2022, the Company staked claims on the Grass River Property in the Snow Lake area of Manitoba for $40,500. During the year ended March 31, 2023, the Company staked additional claims on the Grass River Property in the Snow Lake area of Manitoba for $3,000.

Peg North Property

During the year ended March 31, 2023, the Company entered into an option agreement to acquire a 100% interest in the Peg North claims located in the Snow Lake mining district in Manitoba upon completion of the following:

Page 14 of 25

5.	EXPLORATION AND EVALUATION ASSETS (cont’d...)

Peg North Property (cont’d...)

cash payments of $750,000 as follows;

cash payment of $100,000 on or before June 23, 2022 (paid);

cash payment of $100,000 on or before June 9, 2023 (paid);

cash payment of $100,000 on or before June 9, 2024;

cash payment of $150,000 on or before June 9, 2025;

cash payment of $150,000 on or before June 9, 2026; and

cash payment of $150,000 on or before June 9, 2027; and

the issuance of $750,000 in shares of the Company as follows;

issue $100,000 in common shares on or before June 23, 2022 (issued 10,526 shares);

issue $100,000 in common shares on or before June 9, 2023 (issued 13,072 shares);

issue $100,000 in common shares on or before June 9, 2024;

issue $150,000 in common shares on or before June 9, 2025;

issue $150,000 in common shares on or before June 9, 2026

issue $150,000 in common shares on or before June 9, 2027; and

incurring exploration expenditures totaling $3,000,000 (incurred $465,264) due on or before June 9, 2027.

The property is subject to a 2% NSR. Pursuant to a second agreement, entered into during the year ended March 31, 2023, the Company can make a one-time $1,500,000 payment to re-purchase 1% of the NSR once the 100% interest has been earned.

Winston Property

Ivanhoe/Emporia claims

In accordance with the terms and condition of the underlying purchase agreement, in order to complete the acquisition of the Ivanhoe/Emporia claims, the Company is required to pay the original owner of the claims the remaining purchase price of US$319,405 (US$180,595 paid). Before the remaining purchase price is paid in full, the Company is subject to a minimum monthly royalty payment based on monthly average silver price which reduces the remaining purchase price once paid. The accrued minimum monthly royalty payments outstanding as of September 30, 2023, totals US$243,125 (March 31, 2023 – US$231,125). The agreement also entitles the owner to a permanent 2% NSR.

Little Granite Claims

During the year ended March 31, 2023, the Company amended the terms of its option agreement and acquired a 100% interest in the Little Granite claims by issuing a US$75,000 promissory note (US$25,000 paid) (Note 7). The promissory note was due on October 15, 2023, and was fully paid subsequent to September 30, 2023.

Prior to acquiring the 100% interest, during prior fiscal years, the Company had the following option agreements which are now superseded:

During the year ended March 31, 2015, the Company entered into an option agreement with Redline Minerals Inc., Redline Mining Corporation and Southwest Land & Exploration Inc. (collectively, the “Optionors”) to acquire up to an 80% interest in the Winston Property consisting of the Little Granite claims and the Ivanhoe/Emporia claims located in Sierra County, New Mexico, U.S.A.

Page 15 of 25

5.	EXPLORATION AND EVALUATION ASSETS (cont’d…)

Winston Property (cont’d...)

During the years ended March 31, 2016 and 2017, the Company amended the option agreement with the Optionors to acquire an initial 50% interest upon completion of the following:

cash payment of non-refundable deposits of $35,000 (paid);

cash payments of $81,250 (paid);

cash payment of $13,750 on or before November 15, 2014 (paid);

share issuance of 6,000 common shares of the Company on January 15, 2015 (issued);

Cash payments of $120,000 as follows:

cash payment of $40,000 on or before February 28, 2016 (paid);

ii)

cash payment of $40,000 on or before June 1, 2016 (paid);

iii)

cash payment of $40,000 on or before June 1, 2017 (see amended terms below);

issuance of 50,000 common shares (30,000 shares issued) of the Company as follows:

issue 10,000 common shares on or before October 17, 2014 (issued);

ii)

issue 10,000 common shares on or before October 17, 2015 (issued);

iii)

issue 10,000 common shares on or before October 17, 2016; (issued)

iv)

issue 10,000 common shares on or before October 17, 2017 (superseded, see above);

issue 10,000 common shares on or before October 17, 2018 (superseded, see above); and

incurring exploration expenditures totaling $300,000 due on or before October 17, 2017 (superseded, see above).

The agreement was also amended to include a further option to acquire up to an additional 30% (80% in total interest).

In exchange for the amendment of the option agreement, the Company issued 2,000 common shares at a fair value of $3,000 on February 26, 2016.

During the year ended March 31, 2017, the Company made a $25,000 cash payment to the original vendors of the Winston Property.

During the year ended March 31, 2018, the Company’s wholly owned subsidiary offered to acquire a 100% interest to the claims from the Optionors by completing the following:

cash payment of $35,000 (paid);

issuance of 50,000 common shares of the Company (issued and valued at $275,000); and

issuance of a $50,000 non-interest-bearing promissory note which is repayable on August 24, 2017 (issued and repaid).

In accordance with the terms and condition of the underlying purchase agreement in order to complete the acquisition of the Little Granite claims, the Company is required to make the following payments:

cash payments of US $12,000 on or before July 15, 2017 (paid);

cash payments of US $6,000 on or before March 31, 2018 (paid);

cash payments of US $12,000 on or before July 15, 2018 (paid);

cash payments of US $12,000 on or before July 15, 2019 (paid);

cash payments of US $12,000 on or before July 15, 2020 (paid);

cash payment of US $19,000 on or before October 1, 2020 (paid);

cash payment of US $19,000 on or before October 1, 2021 (paid); and

cash payments of US $380,000 on or before October 1, 2022 (paid US$19,000) (see amended terms above).

Page 16 of 25

5.	EXPLORATION AND EVALUATION ASSETS (cont’d...)

Jean Lake Property

On July 30, 2021, the Company entered into an option agreement with Mount Morgan Resources Ltd. to acquire a 100% interest in the Jean Lake lithium-gold project located in Manitoba.

The option agreement provides for the Company to earn a 100% interest over four years by cash payments and share issuances to Mount Morgan Resources Ltd. and exploration expenditures as follows:

$25,000 cash (paid) and common shares of the Company having a value of $25,000 (5,000 shares issued) on or before August 1, 2021;

ii.

$50,000 cash (paid), $50,000 in common shares (6,704 shares issued) and $50,000 exploration expenditures (incurred) on or before July 30, 2022;

iii.

$50,000 cash (paid), $50,000 in common shares (6,128 shares issued) and $100,000 (accumulated) exploration expenditures (incurred) by July 30, 2023;

iv.

$50,000 cash, $50,000 in common shares and $150,000 (accumulated) exploration expenditures (incurred) by July 30, 2024; and

$75,000 cash, $75,000 in common shares and $200,000 (accumulated) exploration expenditures (incurred) by July 30, 2025.

Once the Company earns the interest, the Company will grant a 2% NSR to Mount Morgan Resources Ltd. The NSR may be reduced to 1% by the Company’s payment of $1,000,000 to the NSR holder.

During the year ended March 31, 2022, the Company entered into an agreement with the Manitoba Government to receive a grant of $300,000 for exploration work on the Jean Lake and Zoro Lithium properties and received $200,000 during the year ended March 31, 2022 and $100,000 during the year ended March 31, 2023.

During the year ended March 31, 2023, the Company entered into an agreement with the Manitoba Government to receive a grant of $300,000 for exploration work on the Jean Lake and Zoro Lithium properties and received $200,000 during the year ended March 31, 2023. The remaining $100,000 was received during the period ended September 30, 2023.

Lac Simard South Property

During the period ended September 30, 2023, the Company entered into an agreement, and earned a 100% interest in, the Lac Simard South property located in Quebec by paying $35,000 (paid) and issuing 10,700 common shares (issued and valued at $85,600). The Company also staked additional mineral claims.

Jol Lithium Property

During the year ended March 31, 2023, the Company entered into an agreement and acquired a 100% interest in the MB3530 claim in the Snow Lake area in Manitoba. To earn the interest, the Company paid $8,000 and issued 364 common shares. The property is subject to a 2% NSR.

6.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payables and accrued liabilities for the Company are broken down as follows:

	Note		September 30, 2023		March 31, 2023
Trade payables			$	199,243	$	884,741
Advance royalty payable				328,228		313,001
Accrued liabilities				79,934		311,004
Due to related parties		10		59,487		112,975
Total			$	666,892	$	1,621,721

During the year ended March 31, 2023, the Company wrote-off $184,813 of accounts payable resulting in a gain on forgiveness of debt of $184,813. During the period ended September 30, 2023, no such write-offs occurred.

Page 17 of 25

7.	SHORT-TERM LOANS PAYABLE

	September 30, 2023		March 31, 2023

Loan payable on demand, unsecured with 10% interest per annum and no fixed term	$	5,000	$	5,000
Loan payable on May 10, 2024, secured, with 11.35% interest per annum		1,133,344		1,143,998
US $50,000 promissory note (Note 5)		67,717		67,717
	$	1,206,061	$	1,216,715

During the year ended March 31, 2023, the Company entered into a loan agreement with a related party to borrow $1,145,520, inclusive of a prior advance of $145,520 (“Initial Advance”) included in short-term loans payable to Jason Barnard, CEO and Christina Barnard, COO of the Company. The loan accrues interest at a rate of 11.35% (amended on May 1, 2023 from 8.35%), payable monthly, and matures on May 10, 2024 (amended from May 10, 2023). The loan is secured against all assets of the Company. The Company incurred and paid an aggregate of $72,074 (2022 - $45,134) in interest during the period ended September 30, 2023.

8.	LOANS PAYABLE

During the year ended March 31, 2021, the Company received a loan of $40,000 for the Canada Emergency Business Account to provide emergency support to business due to the impact of COVID-19. The loan is non-interest bearing until December 31, 2023, after which it will incur interest at 5% per annum. If the principal of $30,000 is fully repaid on or before January 18, 2024, the remaining $10,000 will be forgiven.

9.	CAPITAL STOCK AND RESERVE

a)	Authorized capital stock:

As at September 30, 2023, the authorized capital stock of the Company was:

an unlimited number of common shares without par value; and

all issued shares are fully paid.

b)	Issued capital stock:

During the period ended September 30, 2023, the Company:

closed an underwritten public offering in the United States (the “Offering”). The Company sold 800,000 units, each consisting of one common share and one warrant to purchase one common share, at a public offering price of $6.77 (USD $5.00) per unit. The warrants are exercisable into common shares at a price of USD $6.25 for five years. As the warrants are denominated in a currency other than the functional currency, the Company recognized a derivative liability valued at $823,597 associated with the warrants. As at September 30, 2023, the Company revalued the derivative liability at $637,219 resulting in an unrealized gain on change in fair value of warrants of $186,378 through profit or loss for the period ended September 30, 2023. It was estimated using a Level 1 fair value measurement. The aggregate gross proceeds to the Company from the Offering were $5,418,400 (USD $4,000,000), before deducting underwriting discounts of $387,416 (USD $286,000) and offering expenses. The Company also issued 40,000 underwriter’s warrants (valued at $270,400). All securities issued are free from any resale restrictions under applicable Canadian and United States securities laws.

The common shares and unit warrants sold in the Offering began trading on the Nasdaq Capital Market under the symbols FMST and FMSTW, respectively, on August 22, 2023;

Page 18 of 25

9.	CAPITAL STOCK AND RESERVES (cont’d…)

b)	Issued capital stock: (cont’d…)

issued 10,700 common shares at a value of $85,600 as part of the acquisition payments for the Lac Simard South option agreement (see Note 5);

issued 13,072 common shares at a value of $100,000 as part of the acquisition payments for the Peg North option agreement (see Note 5);

issued 6,128 common shares at a value of $39,526 as part of the acquisition payments for the Jean Lake option agreement (see Note 5); and

issued 30,900 common shares at a value of $187,872 to a non-related consulting firm for services.

c)	Stock options:

The Company’s Stock Option plan allows for the Board to grant stock options to Executives Officers, Directors, employees and consultants up to 10% of the issued and outstanding common stock of the Company.

During the period ended September 30, 2023, the Company:

granted 17,500 stock options to a consultant of the Company. The options are exercisable at $5.65 per option for three years with an estimated fair value of $60,200 and vest immediately;

granted 40,000 stock options to directors and a consultant of the Company.; The options are exercisable at $6.60 per option for three years with an estimated fair value of $173,500 and vest immediately; and

granted 85,000 stock options to officers of the Company. The options are exercisable at $6.60 per option for five years with an estimated fair value of $445,500 and vest immediately.

During the year ended March 31, 2023, the Company:

granted 20,000 stock options to a consultant of the Company. The options are exercisable at $12.75 per option for three years with an estimated fair value of $198,300 and vest immediately.

granted 8,000 stock options to a consultant of the Company. The options are exercisable at $13.75 per option for three years with an estimated fair value of $83,200 and vest immediately.

granted 62,000 stock options to a consultant of the Company. The options are exercisable at $9.00 per option for three years with an estimated fair value of $395,600 and vest immediately.

granted 31,000 stock options to a consultant of the Company. The options are exercisable at $9.50 per option for three years with an estimated fair value of $208,600 and vest immediately.

had 121,000 stock options that expired or were forfeited, resulting in a reallocation of share-based reserves of $891,400 from reserves to deficit.

Page 19 of 25

9.	CAPITAL STOCK AND RESERVES (cont’d…)

c)	Stock options: (cont’d…)

Stock option transactions for the period ended September 30, 2023 are summarized as follows:

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised		Forfeited/ Expired		Balance September 30, 2023		Exercisable

March 1, 2024	$	16.50		15,000		-		-		-		15,000		15,000
March 8, 2025	$	15.50		4,000		-		-		-		4,000		4,000
September 2, 2025	$	12.75		20,000		-		-		-		20,000		20,000
September 6, 2025	$	13.75		8,000		-		-		-		8,000		8,000
November 20, 2025	$	4.00		6,000		-		-		-		6,000		6,000
December 2, 2025	$	9.00		62,000		-		-		-		62,000		62,000
December 13, 2025	$	9.50		31,000		-		-		-		31,000		31,000
January 15, 2026	$	7.25		35,300		-		-		-		35,300		35,300
August 25, 2026	$	5.65		-		17,500		-		-		17,500		17,500
September 6, 2026	$	6.60		-		40,000		-		-		40,000		40,000
November 1, 2026	$	7.50		10,000		-		-		-		10,000		10,000
February 16, 2027	$	17.50		20,000		-		-		-		20,000		20,000
September 6, 2028	$	6.60		-		85,000		-		-		85,000		85,000
Total				211,300		-		-		-		353,800		353,800

Weighted average exercise price			$	10.81		-		-		-	$	9.14	$	9.14

Weighted average remaining life (years)												2.84

	For the period ended September 30, 2023			For the year ended March 31, 2023

Fair value per option	$	4.77		$	6.00
Exercise price	$	6.48		$	11.00
Expected life (years)		4.20			3.00
Interest rate		4.17	%		3.49	%
Annualized volatility (based on historical volatility)		111	%		118	%
Dividend yield		0.00	%		0.00	%

Page 20 of 25

9.	CAPITAL STOCK AND RESERVES (cont’d…)

c)	Stock options: (cont’d…)

Stock option transactions for the year ended March 31, 2023 are summarized as follows:

Expiry Date	Exercise Price		Balance March 31, 2022		Granted		Exercised			Forfeited/ Expired			Balance March 31, 2023		Exercisable
January 4, 2023	$	14.25		105,000		-		-			(105,000	)		-		-
March 1, 2024	$	16.50		15,000		-		-			-			15,000		15,000
March 8, 2025	$	15.50		4,000		-		-			-			4,000		4,000
September 2, 2025	$	12.75		-		20,000		-			-			20,000		20,000
September 6, 2025	$	13.75		-		8,000		-			-			8,000		8,000
November 20, 2025	$	4.00		8,000		-		(2,000	)		-			6,000		6,000
December 2, 2025	$	9.00		-		62,000		-			-			62,000		62,000
December 13, 2025	$	9.50		-		31,000		-			-			31,000		31,000
January 15, 2026	$	7.25		41,300		-		(6,000	)		-			35,300		35,300
October 21, 2026	$	5.25		5,000		-		(5,000	)		-			-		-
November 1, 2026	$	7.50		10,000		-		-			-			10,000		10,000
December 3, 2026	$	12.50		6,000		-		-			(6,000	)		-		-
January 17, 2027	$	20.50		10,000		-		-			(10,000	)		-		-
February 16, 2027	$	17.50		20,000		-		-			-			20,000		20,000
Total				224,300		121,000		(13,000	)		(121,000	)		211,300		211,300

Weighted average exercise price			$	12.88	$	10.06	$	5.98		$	14.67		$	10.81	$	10.81

Weighted average remaining life (years)														2.57

The fair value of stock options was calculated using the Black-Scholes option pricing model with the following weighted average assumptions.

d)	Performance Stock Options:

During the year ended March 31, 2022, the Company granted 15,000 performance-based stock options to a consultant of the Company. The options are exercisable at $14.25 per option for two years with an estimated fair value of $126,297 and will vest 100% when the closing share price is $25.00 or higher for three consecutive trading days. For the year ended March 31, 2022, the Company recorded $Nil as share-based compensation as the fair value will be recorded on a straight-line basis over the life of the performance-based stock option as it was issued on March 31, 2022. For the period ended September 30, 2023, the Company recorded $31,574 (2022 - $31,574) as share-based compensation.

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised		Forfeited/ Expired		Balance September 30, 2023		Exercisable
March 31, 2024	$	14.25		15,000		-		-		-		15,000		-
Total				15,000		-		-		-		15,000		-

Weighted average exercise price			$	14.25		-		-		-	$	14.25		-

Weighted average remaining life (years)												0.75

Expiry Date	Exercise Price		Balance March 31, 2022		Granted		Exercised		Forfeited/ Expired		Balance March 31, 2023		Exercisable
March 31, 2024	$	14.25		15,000		-		-		-		15,000		-
Total				15,000		-		-		-		15,000		-

Weighted average exercise price			$	14.25		-		-		-	$	14.25		-

Weighted average remaining life (years)												1.25

Page 21 of 25

9.	CAPITAL STOCK AND RESERVES (cont’d…)

e)	Warrants:

A continuity of the warrants granted is as follows:

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised		Cancelled/ Expired		Balance September 30, 2023

December 2, 2023	$	6.50		24,000		-		-		-		24,000
August 24, 2028	USD$6.25			-		800,000		-		-		800,000
Total				24,000		800,000		-		-		824,000
Weighted average exercise price			$	6.50	USD$6.25			-		-		-
Weighted average remaining life (years)												4.77

A continuity of the warrants granted is as follows for the year ended March 31, 2023:

Expiry Date	Exercise Price		Balance March 31, 2022		Granted		Exercised			Cancelled/ Expired			Balance March 31, 2023

August 28, 2022	$	3.75		53,778		-		(53,778	)		-			-
August 28, 2022	$	5.00		121,600		-		(121,600	)		-			-
October 29, 2022	$	12.50		36,166		-		(3,572	)		(32,594	)		-
December 15, 2022	$	5.00		22,000		-		(10,000	)		(12,000	)		-
December 2, 2023	$	6.50		47,800		-		(23,800	)		-			24,000
Total				281,344		-		(212,750	)		(44,594	)		24,000
Weighted average exercise price			$	5.98		-	$	4.98		$	10.48		$	6.50
Weighted average remaining life (years)														0.67

f)	Agent warrants:

During the period ended September 30, 2023, the Company issued 40,000 underwriter warrants in connection with private placement financings are subject to cashless exercise. A continuity of the agent warrants granted is as follows:

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised		Cancelled/ Expired		Balance September 30, 2023

July 19, 2024	$	10.00		5,765		-		-		-		5,765
August 21, 2028	USD$6.25			-		40,000		-		-		40,000
Total				5,765		40,000		-		-		45,765

Weighted average exercise price			$	10.00	USD$6.25			-		-		-

Weighted average remaining life (years)												5.70

Page 22 of 25

9.	CAPITAL STOCK AND RESERVES (cont’d…)

f)	Agent warrants: (cont’d…)

During the year ended March 31, 2023, the Company issued 5,765 agent warrants in connection with private placement financings. A continuity of the agent warrants granted is as follows:

Expiry Date	Exercise Price		Balance March 31, 2022		Granted		Exercised		Cancelled/ Expired		Balance March 31, 2023

July 19, 2024	$	10.00		-		5,765		-		-		5,765
Total				-		5,765		-		-		5,765

Weighted average exercise price				-	$	10.00		-		-	$	10.00

Weighted average remaining life (years)												1.30

The fair value of agent warrants was calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

	For the period ended September 30, 2023

Fair value per agents warrant	$	5.67
Exercise price	USD$6.25
Expected life (years)		5.00
Interest rate		4.14	%
Annualized volatility (based on historical volatility)		113	%

10.

RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers and companies controlled by them. The remuneration of directors and other members of key management personnel during the periods ended September 30, 2023 and 2022 was as follows:

For the period ended September 30, 2023

Paid or accrued to:

Management
fees

Consulting
fees

Share-based
payments

Total

Key management personnel:

Current and former directors, officers and companies controlled by them

228,900

61,200

575,625

865,725

For the period ended September 30, 2022

Paid or accrued to:

Management
fees

Investor relation
fees

Share-based
payments

Total

Key management personnel:

Current and former directors, officers and companies controlled by them

139,569

36,530

300,666

476,765

Additionally, please refer to Note 7 on the short term related party loan payable.

Page 23 of 25

10.

RELATED PARTY TRANSACTIONS (cont’d…)

The amounts due to related parties included in accounts payable and accrued liabilities are unsecured, non-interest bearing, and have no specific terms of repayment, and are as follows:

As at

September 30,

2023

As at

March 31,

2023

Current and former directors, officers and companies controlled by them

59,487

112,975

11.

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

During the period ended September 30, 2023, significant non-cash investing and financing transactions included:

included in accounts payable and accrued liabilities is $417,892 related to exploration and evaluation assets;

issued 29,900 common shares with a fair value of $225,126 for the acquisition of exploration and evaluation assets;

issued 40,000 underwriter warrants valued at $270,400 for public offering in the United States; and

issued 30,900 common shares at a value of $187,872 to non-related consulting firm for services.

During the period ended September 30, 2022, significant non-cash investing and financing transactions included:

included in accounts payable and accrued liabilities is $328,300 related to exploration and evaluation asset; and

issued 879,732 common shares with a fair value of $134,805 for the acquisition of exploration and evaluation assets.

12.

SEGMENTED INFORMATION

The Company primarily operates in one reportable operating segment, being the acquisition and exploration of exploration and evaluation assets. Geographic information is as follows:

	September 30, 2023		March 31, 2023
Exploration and evaluation assets
Canada	$	11,397,151	$	10,713,334
United States		1,806,576		1,706,457
	$	13,203,727	$	12,477,791

13.

FINANCIAL RISK MANAGEMENT

Capital management

The Company’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern. In the management of capital, the Company monitors its adjusted capital which comprises all components of equity (i.e. capital stock, reserves and deficit).

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue common shares through private placements. The Company is not exposed to any externally imposed capital requirements. The Company’s overall strategy remains unchanged from fiscal year 2023.

Page 24 of 25

13.

FINANCIAL RISK MANAGEMENT (cont’d…)

Fair value

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The fair value of the Company’s long-term investment and derivative liability were calculated using Level 1 inputs.

The carrying value of cash, accounts payable and accrued liabilities, current portion of net investment in sublease, lease obligation and short-term loans payable approximate their fair value because of the short-term nature of these instruments.

Financial risk factors

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a significant concentration of credit risk consists primarily of cash. The Company limits its exposure to credit loss by placing its cash with major Canadian financial institutions and monitors the incoming sublease monthly payments to ensure they are current.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2023, the Company had a cash balance of $2,379,718 (March 31, 2023 – $574,587) to settle current liabilities of $1,912,953 (March 31, 2023 – $2,912,822). All of the Company’s financial liabilities, except only certain loans payable, have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. The Company is exposed to liquidity risk and is dependent on obtaining regular financings in order to continue as a going concern. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Interest rate risk

The Company has cash balances and no variable interest-bearing debt. The Company’s cash does not have significant exposure to interest rate risk.

Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, accounts payable and accrued liabilities, and option agreement payments that are denominated in a foreign currency. There is a risk in the exchange rate of the Canadian dollar relative to the US dollar and a significant change in this rate could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of gold and lithium, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

Page 25 of 25

Exhibit 99.2

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

This management’s discussion and analysis of financial position and results of operations (“MD&A”) is prepared as of November 9, 2023 and should be read in conjunction with the unaudited condensed interim consolidated financial statements of Foremost Lithium Resource & Technology Ltd. (“Foremost” or the “Company”) for the period ended September 30, 2023 with the related notes thereto. The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where noted.

Further information regarding the Company and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR+) in Canada and can be obtained from www.sedarplus.ca.com.

On August 22, 2023, the Company began trading on the Nasdaq Capital Market under the symbols FMST and FMSTW.

Forward-Looking Statements

Except for statements of historical facts relating to the Company, this MD&A contains "forward-looking statements" within the meaning of applicable securities legislation. These forward-looking statements are made as of the date of this MD&A and the Company does not intend and does not assume any obligation to update these forward-looking statements, except as required by applicable securities laws.

Forward-looking statements may include, but are not limited to, statements with respect to the future price of metals, the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of future exploration programs, capital expenditures, success of exploration activities, permitting timelines, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage, the completion of transactions and future listings and regulatory approvals. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information in this MD&A includes, among other things, disclosure regarding: the Company’s mineral properties as well as its outlook, statements with respect to the success of exploration activities, permitting timelines, costs and expenditure requirements for additional capital, regulatory approvals, as well as the information under the headings "Overall Performance”, “Liquidity” and “Capital Resources”.

In making the forward looking statements in this MD&A, the Company has applied certain factors and assumptions that it believes are reasonable, including that there is no material deterioration in general business and economic conditions; that the timing, costs and results of the Company’s proposed exploration programs are consistent with the Company’s current expectations; that the Company receives regulatory and governmental approvals and permits for its properties on a timely basis; that the Company is able to obtain financing for its properties on reasonable terms and on a timely basis; that the Company is able to procure equipment and supplies in sufficient quantities and on a timely basis; that engineering and exploration timetables and capital costs for the Company’s exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions; and that any environmental and other proceedings or disputes are satisfactorily resolved.

However, 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 the forward-looking statements. Such factors may include, among others, actual results of current and proposed exploration activities; actual results of reclamation activities; future metal prices; accidents, labor disputes, adverse weather conditions, unanticipated geological formations and other risks of the mining industry; delays in obtaining governmental or regulatory approvals or financing or in the completion of exploration activities, as well as those factors discussed in the section entitled "Risks and Uncertainties" in this MD&A. 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 forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

The technical information in this MD&A has been reviewed by Lindsay Bottomer, P. Geo, and Mark Fedikow, P. Geo. Both are Qualified Persons as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43- 101”).

DATE

This MD&A is dated as of November 9, 2023.

DESCRIPTION OF BUSINESS

Foremost Lithium Resource & Technology Ltd. is an exploration stage company that is primarily engaged in the hard-rock exploration and acquisition of lithium properties in Canada.

The Company’s goal is to become a strategic supplier of battery-grade LiOH to supply the growing electric vehicle battery and battery storage markets. The Company holds or has options to acquire interests in mining claims covering over 43,000 acres (17,500 hectares) primed for exploration with four main core “Lithium Lane Properties,” which are the Zoro, Peg North, Grass River and Jean Lake Properties, in addition to the Jol Property, located in the province of Manitoba, Canada. Foremost’s secondary ambition is pursuing precious metal exploration on its Winston Property located in New Mexico, USA and Lac Simard South, located in the province of Quebec, Canada.

Our primary focus is conducting discovery exploration for lithium at our Lithium Lane Properties. We are strategically located to supply the United States (“U.S.”) “Auto Alley,” from Michigan to the southern U.S., and the European battery market via our nearby access to the Hudson Bay Railway and the Port of Churchill. With access to renewable hydroelectric energy produced in Manitoba, we believe we have the potential to be a supplier in North American mined lithium with the benefit of hydroelectric power, substantially all of which is produced from sustainable, local sources.

The four Lithium Lane Properties are the Company’s material properties, while the Winston Property, Lac Simard South and the Jol Property mining claim in Manitoba, Canada, are non-material properties.

Page 2 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Figure 1. - Claims Map of Foremost’s Lithium Lane Properties

Page 3 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

SUBSIDIARIES

The Company currently has two subsidiaries, Sequoia Gold & Silver Ltd., a British Columbia Company, and Sierra Gold & Silver Ltd, a New Mexico company (“Sierra”). Sierra holds the Company’s Winston property in New Mexico, USA.

MINERAL PROPERTIES

LITHIUM

The Zoro Lithium Project

The Zoro Lithium project totals approximately 3,390 hectares located near the east shore of Wekusko Lake in west-central Manitoba, approximately 20 km east of the mining town of Snow Lake, 249 km southeast of Thompson and 571 km northwest of Winnipeg, and is comprised of the Zoro 1 claim, the Green Bay Lithium claims and the Zoro North claims.

Zoro 1 Claim (Snow Lake, Manitoba, Canada)

The Zoro 1 claim totals approximately 52 hectares in size and was purchased for the price of 140,000 common shares of the Company, $50,000 cash and a non-interest-bearing promissory note for $100,000 (paid). In addition, the Company paid a finder’s fee of 20,000 common shares to an arm’s length third party in connection with the acquisition of the Zoro 1 claim. The Company has earned a 100% undivided interest in the claim. Further details of the Company’s acquisition of the Zoro 1 claim are included in the Company’s interim financial statements and annual filings.

Zoro North and Green Bay Lithium Claims (Snow Lake, Manitoba, Canada)

The Company has earned a 100% interest in all lithium-bearing pegmatite dykes on 15 additional claims in Manitoba by paying $250,000 in cash and issuing $250,000 in shares (54,494 shares issued) . The claims include the Zoro North and the Green Bay properties.

The property is subject to a 2% net smelter return royalty (the “NSR”). The Company can acquire an undivided fifty percent interest in the NSR, being one-half of the NSR or a 1% NSR, from Strider Resources (“Strider”) by making a $1,000,000 cash payment to Strider, together with all accrued but unpaid NSR at the time, prior to the commencement of commercial production.

During the option period, the Company is responsible for carrying out and administering exploration, development, and mining work on the property and for maintaining the property in good standing.

Grass River Claims (“GRC”) (Snow Lake, Manitoba, Canada)

During January 2022, the Company announced the acquisition of the Grass River Claims, located in the historic mining district of Snow Lake Manitoba, 6.5 kilometres east of the Zoro lithium property.t The Grass River Claims (“GRC”) consist of 29 claims, totaling 15,664 acres, and hosts 10 pegmatites exposed in outcrop and seven drill-indicated spodumene-bearing pegmatite dykes. At the time, this acquisition, significantly expanded the Company’s Snow Lake Lithium project by 130% to an amalgamated 26,276 acres making the Company the second largest lithium focused exploration company in Snow Lake.

Jol Lithium Claim (Snow Lake, Manitoba, Canada)

In July 2022, the Company entered into an agreement to acquire a 100% interest in the MB3530 claim in the Snow Lake area in Manitoba. To earn the interest, the Company paid $8,000 and issued 364 common shares. The property is subject to a 2% NSR.

Page 4 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

MB3530 encompasses 25 hectares (62 acres) situated due North from the Company’s Jean Lake project and due west of the Company’s Zoro project.

Peg North Claims (Snow Lake, Manitoba, Canada)

In July 2022, the Company entered into an option agreement to acquire a 100% interest in the Peg North claims located in the historic Snow Lake mining district in Manitoba. To earn the interest, the Company will pay $750,000 in cash (paid $200,000) and $750,000 in shares (issued 23,598 shares valued at $200,000) and incur $3,000,000 of exploration expenditures. The property is subject to a 2% NSR.

The Peg North Claims consist of 28 claims hosting five known pegmatite dykes, [Cerny, et. al.1981] and captures the northern extension of the Crowduck Bay Fault and surrounding area, known for its lithium-enriched pegmatite dyke clusters. The acquisition pursuant to the Option Agreement will significantly expand the Company’s Snow Lake lithium holdings by 16,697 acres (6,757 hectares) to an amalgamated 43,276 acres (17,513 hectares) in the prospective Snow Lake pegmatite fields.

Exploration at the Zoro Lithium Project, Snow Lake, Manitoba

On July 3, 2019, the Company announced assay results from the fifth drilling program at its Zoro Lithium Project, near Snow Lake, Manitoba. 3,054 metres of drilling in 22 holes identified five new pegmatite dykes, bringing the total to (13) thirteen. Drilling has also extended the limits of high-grade lithium-bearing pegmatite at Dyke 8, now intersected by six holes from two drilling campaigns.

Zoro includes thirteen (13) identified pegmatite dykes. Diamond drilling, prospecting, and sampling programs conducted in 2016 through 2019 confirmed the presence of the spodumene bearing pegmatites. Five drill programs have been completed to date with lithium assays reporting in all holes. Metallurgical studies were undertaken on material collected from four 2018 drill holes at Dyke 1. The Company previously assessed the amount of high-grade lithium in Dyke 1 through a 2017/2018 winter drill program, reaching the dyke’s deeper levels (>150 metres). Additionally, the winter drill program was expanded to Dykes 5 and 7, to test historic results and recent assay results from trench and outcrop sampling of both dykes. During the 2017/18 winter drill program, the Company also discovered a previously unknown spodumene bearing pegmatite dyke. The discovery was made during the 2,472-metre, 19-hole drill program, as described in Company’s news releases on January 19 and February 13, 2018. The discovery of this additional dyke was made by drill-testing a Mobile Metal Ions (MMI) soil geochemical anomaly bringing the total of known high-grade lithium mineralized spodumene pegmatite dykes on the Zoro Lithium Project to eight. Further results from the winter drill program included narrow intercepts from shallow drill holes testing Dykes 2, 5 and 7. Of these, Dyke 5, tested by drill hole FAR18-30, intersected 1 metre of 1.2% Li₂O. Overall the results for each of these dykes were consistent with historic exploration results. The Company has posted the results of all drill programs and laboratory testing on its website at www.foremostlithium.com

Soil Geochemical Surveys

The successful drill testing of a Mobile Metal Ions (“MMI”) soil geochemical anomaly in 2017 and the discovery of high-grade Dyke 8 has provided the rationale for expanding these surveys to the remainder of the property. A helicopter-assisted crew of field technicians extended the current MMI survey coverage on the property with the collection of 784 soil samples. The new 2018 data has defined numerous extensions to anomalies identified in previous MMI surveys on the Project, thereby increasing the target size for diamond drilling. A total of 18 new targets have been delineated and were the focus of the contracted March 2022 1,500-metre drill program. 12 new targets were identified in December 2021 of which the top 10 shall be drill tested by the Manitoba Mining Development Fund subsidized March 2022 drill program.

Geological Mapping

A helicopter-assisted geological mapping crew has undertaken the first new mapping on the Zoro lithium Project area since the 1950s. The project was undertaken to provide an interpretation of the geological setting of the spodumene- bearing pegmatite dykes and any post-depositional structural overprints that may have affected the current location of the dykes. The mapping project was augmented by a drill core sampling program with the intent of assessing mineralogical and geochemical tools for vectoring towards additional pegmatites on the property. Both aspects of this summer’s work formed the basis of an M.Sc. thesis program undertaken at the University of Western Ontario under the guidance of Professor Robert Linnen and Dr. Tania Martins of the Manitoba Geological Survey. A preliminary map at a scale of 1:4000 has been produced and establishes the geological setting for 8 known spodumene-bearing pegmatite dykes on the property. Mineralogical studies are ongoing.

Page 5 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Metallurgical Drill Core Sampling

The Company completed additional drill core sampling from Dyke 1 on the Zoro Lithium Project in 2020 to provide material for the metallurgical survey, which was completed by SGS Mineral Services at their Lakefield facility. A 2020 peer reviewed technical publication co-authored with SGS Mineral Services concluded that spodumene-bearing pegmatite from Zoro Dyke 1 can be processed using industry standard metallurgy to produce a 6% battery-grade lithium (Li₂O) concentrate¹.

Tantalum Potential

The 2016 intersection of 0.113% tantalum (Ta₂O₅) in drill hole DDH FAR16-001 and the presence of elevated tantalum assays on the property has encouraged the Company to further evaluate tantalum potential. The mineral tantalite (Mn, Fe) (Ta, Nb)₂O₆ is the primary source of the metal tantalum. It is a dark blue gray, dense, and very hard mineral rarely found in pegmatites and is used in the electronics industry for capacitors and high-power resistors. It is also used to make alloys to increase strength, ductility, and corrosion resistance. The metal is used in dental and surgical instruments and implants, as it causes no immune response.

NI 43-101 Technical Report

On July 9, 2018, the Company announced that it had received the first ever resource estimate for Dyke 1 on its Zoro Lithium Property. Dyke 1 contains an inferred resource of 1,074,567 tonnes grading 0.91% Li₂O, 182 ppm Be, 198 ppm Cs, 51 ppm Ga, 1212 ppm Rb, and 43 ppm Ta (at a cut-off of 0.3% Li₂O). Dyke 1 is open at depth and to the north and south where additional exploration is ongoing. The estimate has an effective date of July 6, 2018, and was prepared by Scott Zelligan P. Geo., an independent resource geologist of Coldwater, Ontario. Dyke 1 is one of eight known spodumene- mineralized pegmatite dykes on the property. The remaining dykes are currently the object of ongoing exploration including drill-testing. Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resource, however, it is reasonably expected that most of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a mineral reserve in the future. Please refer to the Company’s new release dated July 9, 2018, for further details regarding this resource estimate and the methodologies, procedures and assumptions used to estimate same. The Company has filed the NI 43-101 Technical Report on SEDAR.

Chain of Custody, Quality Control and Quality Assurance, and Data Verification

Drill core for assay purposes was sawn in half after logging and core mark-up by the Company’s geologist. Samples were collected based on an appropriate sample interval and washed to remove mud from cutting the core with the core saw. The core sample was placed into a clear plastic bag and the sample number written on the bag. An assay tag was inserted into the sample bag, one tag was inserted into the core box marking the sample location and the third tag was retained in storage. All core samples were placed into a white vinyl pail with a sample inventory, labeled and stored in a locked facility until enough samples were available for shipping. At this point the sample pails were taken to the local shipping company and loaded into a sealed transport truck. A bill of lading was signed by the geologist after the number of sample pails were counted and the shipping address confirmed. Receipt of the sample pails was acknowledged by the assay laboratory. Blanks, duplicate samples, and internal standard reference materials were included with each sample batch.

All data used to estimate the above reported mineral resource estimate, including sampling, analytical, and test data, has been verified by Scott Zelligan, P.Geo., from the original sources. This includes a site visit to the Zoro Lithium Project, review of previously drilled intervals in person, and a comparison of the drill hole database to drill logs and assay certificates.

Page 6 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

A Permit to Extract a Bulk Sample

On January 6, 2022, the Company announced that it has received a permit from the Province of Manitoba to extract a 500kg bulk sample from Dyke 1 on its Zoro Lithium Property. A 2020 peer reviewed technical publication co-authored with SGS Mineral Services concluded that spodumene-bearing pegmatite from Zoro Dyke 1 can be processed using industry standard metallurgy to produce a 6% battery-grade lithium (Li2O) concentrate [1]. The goal for the upcoming 500 kg bulk sample is to demonstrate that pegmatite from the Company’s Zoro Lithium Project is suitable to produce battery-grade lithium hydroxide (LiOH) thereby making it viable to market its lithium to strategic partners prior to development.

_______________________________

1 Grammatikopoulos, T., Aghamrian, M., Fedikow, M.A.F. and Mayo, T. (2020), “Mineralogical Characterization and preliminary beneficiation of the Zoro lithium project, Manitoba, Canada; Https://DOI.org/10.1007/S42461-020-00299-2.

Drill Program

On February 8, 2022, the Company announced an upcoming 1500 metre diamond drill program scheduled to commence in the first week of March in 2022 on its 100% percent owned Zoro Lithium Project in Snow Lake, Manitoba. Prior to this upcoming 2022 drill program, a total of fifty-eight historic diamond drill holes had been drilled on the Zoro property. From the previous 2018 drilling campaign, 8 lithium mineralized spodumene pegmatite dykes were documented on the property. Of these Dyke 1 and Dyke 8 are the most prominent and remain open at depth and along strike to perform additional in-fill drilling and delineate additional tonnage of resource.

On March 14, 2022, the Company announced that field operations had commenced with a ten (10) diamond drill hole (“DDH”) 1,500-meter program. This is the first drilling program for the Company since 2018. The focus of this drill program was to test ten (10) new spodumene pegmatite targets on the Zoro project. Drill core samples were shipped to Activation Laboratories (Ancaster, Ontario) for assaying services. Drill and helicopter pads for each of the 10 holes were cut and prepared by Moss Line cutting of Snow Lake.

Table 1 and Figure 2 illustrate the specific drill targets that were tested in 2022 for lithium oxide (Li₂O%) mineralization. The expected host rocks for the lithium mineralization are spodumene-bearing pegmatite dykes. The locations of the drill holes are indicated by the RED STARS on Figure 2.

Page 7 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Page 8 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Figure 2. Map of the Zoro Lithium Project, Snow Lake area, Manitoba. Red stars indicate new 2022 drill targets identified with Mobile Metal Ions (MMI) Technology, a proven advanced soil geochemical exploration technique. Solid black lines are lithium-bearing pegmatites on the property.

Page 9 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

On April 26, 2022, the Company announced it had completed a ten-hole 1,509-metre drill program designed to test Mobile Metal Ion (“MMI”) soil geochemical anomalies and assess the deeper levels of high-grade spodumene pegmatite Dyke 8 discovered in 2018. The drilling contract was completed by Bodnar Drilling Ltd. of Ste. Rose du Lac and helicopter support was provided by Gogal Air Services Ltd. of Snow Lake. Both Bodnar and Gogal Air are Manitoba corporations.

Dyke 16 Discovery

The sixteenth (16th) spodumene-bearing pegmatite dyke on the Zoro property was intersected by two drill holes. DDH FM22-70 drilled at -50 degrees inclination. Two pegmatite intercepts totaling 4.9 metres with up to 15% light green spodumene crystal aggregates. A second hole, DDHFM22-70B was drilled at a steeper inclination of -65 degrees to undercut the first pegmatite intersection. This hole intersected a five-metre intercept of the same spodumene mineralized pegmatite as hole FM22-70. The host rock to these pegmatites is a fine-grained foliated basalt.

Figure 3. DDH FM22-70 drilled at -70 degrees inclination intersected two pegmatite dykes totalling 4.9 metres with up to 15% light green spodumene crystal aggregates.

The location of dyke 16 is illustrated in relation to all previous pegmatite dykes on the Zoro property in Figure 4 below.

Page 10 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Figure 4. Map of Zoro property showing the locations of newly discovered spodumene-bearing pegmatite dykes.

Page 11 of 46

Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

High-grade spodumene pegmatite Dyke 8 was discovered on the Zoro property in 2018 by the drill testing a Mobile Metal Ions soil geochemical anomaly. Drill hole Far18-35 testing the MMI anomaly intersected 36.5 m of spodumene-bearing pegmatite. Assay results from hole FAR18-35 included three separate intercepts of high-grade lithium including 12.3 m of 1.1% Li₂O, 4.4 m of 1.2 % Li₂O, and 2.2 m of 1.5% Li₂O.

In 2022 DDHFM22-71 was drilled at -65 degrees to undercut the 2018 pegmatite intersections. A 4.5- metre spodumene-bearing pegmatite was intersected between 70.45 and 75.89 metres before being truncated by a fault [see Figure 3]. This intercept is 37 metres below the previous 2018 drill intercepted Dyke 8 spodumene mineralization. A further pegmatite was intersected below the fault between 84.4 and 86.65 metres [see Figures 5 and 6].

Figure 5. A 4.5 metre spodumene-bearing pegmatite was intersected between 70.45 and 75.89 metres before being truncated by a fault.

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Figure 6. A further pegmatite was intersected below the fault between 84.4 and 86.65 metres in Dyke 8.

To date, Dyke 8 has drill indicated dimensions of 120 m in length, 5-15 m in width and has been drilled to a depth of 157 m below surface.

After logging, all spodumene-bearing pegmatite intercepts were sawn in half and one half of the core shipped to Activation Laboratories (Ancaster, Ontario) for multielement analysis. The analysis of the 2022 core samples will be consistent with previous years analytical program. This includes “UT-7” lithium and related metal analysis by ICP-MS after total dissolution by sodium pyrophosphate fusion.

Dyke 16

DDH FM22-70 intersected spodumene-bearing pegmatite between 32.44 m and 35.80 m. Assay results vary from 0.04% to 1.33% Li2O in 4 core samples over 3.36 m. DDHFM22-70B, drilled to undercut the first pegmatite intercept, intersected 4.92 m of spodumene-bearing pegmatite with lithium contents varying from 0.04% to 1.05% Li2O in 5 core samples (Table 1).

Related metal concentrations in Dyke 16 for Cs (225-476 ppm), Nb (74.9-116.2 ppm) and Ta (28.3-89.7 ppm) compare favourably with those for Dyke 1.

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Dyke 8

High-grade spodumene pegmatite Dyke 8 was discovered on the Zoro property in 2018 by the drill testing of a Mobile Metal Ions soil geochemical anomaly. Discovery hole Far18-35 intersected 36.5 m of spodumene-bearing pegmatite including individual intercepts of 12.3 m of 1.1% Li2O, 4.4 m of 1.2 % Li2O, and 2.2 m of 1.5% Li2O.

DDHFM22-71 undercut the original 2018 pegmatite discovery and intersected three discrete pegmatites. A spodumene-bearing pegmatite was intersected between 70.45 and 75.89 m, a second between 84.4 m and 86.65 m and a third between 148.75 m and 152.65 m. Host rocks include fine-grained, variably altered, and foliated basalt +/- pyroxene.

Assay results from the first pegmatite intersection vary from 0.05%-0.86% Li2O in 5 core samples over 5.44 m and 0.05% Li2O in each of 2 core samples over 2.25 m from the second pegmatite intersection (Table 1). A third pegmatite intersected over 3.91 m in DDHFM22-071 assayed 0.09-0.21% Li2O with the highest concentrations for related metals Cs (1440 ppm) and Nb (137.9 ppm); cf. sample 423028; Table 2). Tantalum analyses from Dyke 8 core samples vary between 30.2 ppm and 88.5 ppm.

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Table 2. Summary of NQ core assay results for lithium and related metals from spodumene-bearing
pegmatites and pegmatites without visible spodumene, 2022 Zoro lithium property drill program.
Analysis by Actlabs procedure UT-7 that combines a total sodium peroxide fusion with ICP-MS finish.

Dyke 16

DDHFM22-070	NQ Core Sample	Depth (m)	Width (m)	Li ppm	Li20%	Cs ppm	Nb ppm	Ta ppm
	423011	32.44-33.24	0.8	203	0.04	296	137	86.6
	423012	33.24-34.0	0.76	1040	0.22	226	116.2	89.7
	423013	34.0-35.0	1	6220	1.33	260	84.3	58.8
	423014	35.0-35.8	0.8	4000	0.86	253	97.1	47.4
DDHFM22-070B
	423015	43.21-44.0	0.79	200	0.04	395	107.9	65.3
	423016	44.0-45.0	1.0	3030	0.65	225	74.9	28.3
	423017	45.0-46.0	1.0	4890	1.05	319	113.3	35.7
	423018	46.0-47.0	1.0	4460	0.96	301	111.5	35.7
	423019	47.0-48.13	1.13	4030	0.86	476	106.5	61.9
Dyke 8
DDHFM22-071
	423021	70.45-71.30	0.85	563	0.12	328	99.9	63.1
	423022	71.30-72.30	1.0	4030	0.86	384	57.1	30.2
	423023	72.30-73.30	1.0	1770	0.38	562	61.3	46.2
	423024	73.30-74.27	0.97	1170	0.25	362	92.6	52.8
	423025	75.20-75.89	0.69	659	0.14	565	135	55.2
	423026	84.40-85.50	1.10	275	0.05	330	49.6	31.6
	423027*	85.5-86.65	1.15	246	0.05	414	62.8	34.3
	423028*	148.74-149.4	0.65	1000	0.21	1440	137.9	88.5
	423029*	150.76-151.7	0.94	440	0.09	777	67.3	32.8
	423031*	151.7-152.65	0.95	429	0.09	539	90.4	59.3

*Note: Refers to no visible spodumene observed in core sample**

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Bulk Sample

On May 26, 2022, the Company announced that it has contracted XPS Expert Process Solutions (a Glencore company) to develop a process to develop and refine spodumene concentrate (SC6 technical specification) into a saleable battery-grade lithium hydroxide product. The contractual relationship reflects the Company’s commitment to deliver battery grade lithium hydroxide to supply an integrated EV battery ecosystem to energize the electrification of the transportation sector.

The Company’s initial 2020 metallurgical test work, done in conjunction with SGS Canada Inc, indicated that it is possible that Heavy Liquids Separation (HLS) combined with magnetite separation can be used to produce a high-grade (close to 6% Li2O) lithium spodumene concentrate after the rejection of iron silicate minerals therefore, most of the spodumene should be amenable to recovery by HLS and/or flotation. The mineralogical characteristics of the Zoro Dyke 1 pegmatite highlight the economic potential of the project. These preliminary findings suggest that the Company’s Zoro property contains lithium resources meeting industry and market specifications. The new project with XPS and SGS will utilize a more robust 500 kg sample size which will allow us to confirm that it is feasible to convert the 6% Li₂O from Zoro to Lithium hydroxide (LiOH) which is the compound for which the Electric Vehicle makers / giga factories have unprecedented demand.

The project was undertaken at XPS’s Falconbridge, Canada facility and SGS Canada Inc.'s Lakefield, Canada facility. The project included a single stage Dense Media Separation (DMS), flotation, pyrometallurgy, and hydrometallurgy. Phase 1 including evaluating the potential purity and recovery of lithium from concentrates to ultimately improve commercial understanding and provide data for the generation of a continuous pilot process. The objective of Phase 1 is to produce a technical specification SC6 spodumene concentrate. SC6 is an inorganic material that can be further refined for use in the manufacturing of batteries, ceramics, glass, grease, and various lithium products.

Results of Test Work

Final test results confirmed in March of 2023, that Dense Media Separation (“DMS”) and flotation of DMS middlings together, achieved a global lithium recovery of 81.6% at a spodumene concentrate grade of 5.88% Li2O. Pyrometallurgical and hydrometallurgical testing on the DMS spodumene concentrate have shown that the final product is amenable to a flowsheet, capable of producing both battery grade lithium products, Lithium Carbonate (Li2CO3) and Lithium Hydroxide (LiOH).

The Zoro Dyke 1 metallurgical program investigated the feasibility of lithium beneficiation by dense media and dry magnetic separation with the goal of producing a 6% Li2O concentrate from a Master Composite, at a fairly coarse particle size of -12.7/+0.5 mm. Completed HLS, DMS, and dry magnetic separation test work confirms that heavy liquid separation (HLS) demonstrates excellent potential for the recovery of an on-spec lithium concentrate from the Master Composite by dense media separation. The global lithium recovery to a cumulative HLS non-magnetic sink product at an interpolated 6% Li2O grade was high at 73.5%, at a projected SG cut point of 2.88. Results from HLS testing were confirmed in the DMS pilot plant. DMS processing followed by dry magnetic separation produced a 5.93% Li2O spodumene concentrate, at a global lithium recovery of 66.9%, in approximately 27% of the mass which is in good agreement with the HLS results. The iron contents in the final lithium concentrates from both HLS and DMS were slightly above the 1% Fe2O3 requirement, but still acceptable for subsequent hydrometallurgical lab testing. Further improvements on the recovery of lithium can be realized by incorporating flotation and wet high-intensity magnetic separation (WHIMS) in the flowsheet to treat the DMS middlings and -0.5 mm fines. Favourable metallurgical characteristics and processing of the Dyke 1 mineralogically representative bulk sample have been confirmed by this two-phase program. The result provides confidence in the metallurgical character of spodumene-bearing pegmatite as exploration proceeds on the Zoro Property.

Summer 2023 Exploration Program

On September 11, 2023, the Company completed an extensive summer exploration program on its “Lithium Lane Properties” including the Zoro Property. The spodumene occurrence at Dyke 1, was revisited for sampling and detailed structural mapping to assist with targeting for the upcoming winter drill season.

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Fig 7. Overview of the Zoro Property showing spodumene-bearing pegmatites and untested LCT pegmatites which are targets for future exploration

The dyke 1 was revisited for sampling and hosts an inferred resources of 1,074,567 tons at a grade of 0.91% Li2O, with a cut-off of 0.3% in accordance with the Company’s SK-1300 Technical Report Summary (2023) and NI-43101 Technical Report (2018). Dahrouge Geological Consulting verified the presence of spodumene-mineralized pegmatite on surface at Dyke 1. Eight (8) pegmatite samples, five (5) containing spodumene, were collected for assay. Assay highlights can be found in Table 3.

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Table 3 – Assay highlights from grab samples taken on the Zoro Property during the 2023 field program

Jean Lake Lithium-Gold Project, Manitoba, Canada

The Jean Lake Property is situated southwest of the Thompson Brother Trend in west-central Manitoba 15 kilometers east of the historic town of Snow Lake, Manitoba, Canada, east end of the prolific Paleoproterozoic Flin Flon-Snow Lake greenstone belt. The Jean Lake property was first prospected in 1931 by Peter Kobar, who optioned the property to Sherritt Gordon Mines Ltd (SGM). A 1942 exploration program by SGM consisted of 19 shallow drill holes resulting in the discovery of three spodumene-bearing pegmatite dykes, SGM-1, -2 and -3. The SGM-3 pegmatite, now referred to as the Beryl dyke or B1, was re-discovered beneath 80 years of organic and inorganic debris by prospecting on the Jean Lake property in 2021.

The Jean Lake Property consists of 5 mineral claims covering approximately 2,476 acres (1,002 hectares). On July 30, 2021, the Company entered into an option agreement with Mount Morgan Resources Ltd. to acquire a 100% interest in the Jean Lake lithium-gold project located in Manitoba.

The option agreement provides for the Company to earn a 100% interest over 4 years by cash payments and share issuances to Mount Morgan Resources Ltd. and exploration expenditures as follows:

a)	$25,000 cash (paid) and common shares of the Company having a value of $25,000 (5,000 shares issued) on or before August 1, 2021.

b)	$50,000 cash (paid), $50,000 in common shares (6,704 shares issued) and $50,000 exploration expenditures (incurred) on or before July 30, 2022.

c)	$50,000 cash (paid), $50,000 in common shares and $100,000 (accumulated) exploration expenditures by July 30, 2023 (incurred).

d)	$50,000 cash, $50,000 in common shares and $150,000 (accumulated) exploration expenditures by July 30, 2024 (incurred).

e)	$75,000 cash, $75,000 in common shares and $200,000 (accumulated) exploration expenditures by July 30, 2025 (incurred).

Once the Company earns the interest, the Company will grant a 2% NSR to Mount Morgan Resources Ltd. The NSR may be reduced to 1% by the Company’s payment of $1,000,000 to the NSR holder.

Exploration at the Jean Lake Lithium-Gold Project, Manitoba

On December 9, 2021, the Company announced the commencement of a UAV-borne magnetic survey over the Jean Lake property where high-grade lithium pegmatite dyke was rediscovered in August of 2021 shortly after the property was optioned. Assay results from two locations on the “Beryl” or B1pegmatite gave a range of 3.89-5.17% Li₂O in five samples collected from blasted trenched material. The trench and spodumene-bearing pegmatite dyke were exposed for mapping and sampling after approximately 80 years of accumulated organic debris was removed.

An Unmanned Aerial Vehicle or “UAV”-assisted magnetic survey was flown by EarthEx Geophysical Solutions Inc. (Selkirk, Manitoba) at 25 m line-spacing with 250 metre tie-lines over the Jean Lake property. A total of 500-line km was flown. The survey commenced November 29 (2021) and despite some weather delays was completed on December 13^th, 2021. The orientation of the flight lines was designed to assess the magnetic signatures of lithium-bearing pegmatites in and along the Beryl Lithium Trend on the Jean Lake property. The superior spatial precision of the UAV-acquired magnetic data will provide an assessment of the depth to source, dip of the body, and the overall shape and size of the body which will assist subsequent diamond drill targeting. Results of the survey will be released in the Company’s news releases. The magnetic survey was followed up with a Lidar survey in the spring of 2022 after the snowpack melted.

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On March 1, 2022, the Company reported initial data from the UAV magnetic survey over the Jean Lake property. Images from EarthEx Geophysical Solutions Inc. (“EarthEx”) magnetic data identified several highly prospective targets which correlate with the previously identified Beryl pegmatite dykes (B1and B2) which assayed between 3.89% - 5.17% Li₂O. The locations of the B1 pegmatite dyke, including locations B2 and B3 representing outcrop exposing pegmatite potentially hosted within the B1 dyke, are annotated with the magnetic data in Figure 1. The white lines on Figure 1are the preliminary interpretation of the magnetic low lineaments from a Centre for Exploration Targeting (“CET”) analysis and overly the magnetic “low” picks layer. The coincidence of the trends of magnetic lows with the Beryl pegmatites and their extension along a trend recognized for its association with high-grade lithium pegmatites is highly encouraging.

On April 14, 2022, the Company announced final interpreted results from the Unmanned Aerial Vehicle, (“UAV”) magnetic survey over the Jean Lake property. Jean Lake is the Company’s 100% owned 1,002-hectare (2,476-acre) property situated in Snow Lake, Manitoba, Canada. The North-East sector of the Company’s Jean Lake property abuts the Sherritt Gordon (“SG”) and Grass River (“GRP”) pegmatites of Snow Lake Lithium.

Final images from EarthEx Geophysical Solutions Inc. (“EarthEx”) magnetic data identified fourteen (14) high priority structural targets for further exploration work in the northern portion of the Jean Lake property. Fourteen sets of independently colored lines are final interpretations of the magnetic low lineaments from a Centre for Exploration Targeting (“CET”) analysis and overlay the magnetic “low” picks layer. The coincidence of the magnetic lows with the Beryl Pegmatite provides additional exploration targets and is highly encouraging. Of particular importance, Target 11 (BLUE) and Target 10 (GREEN) directly match the previously identified Beryl Pegmatite dykes (B1 and B2). The locations of the B1 and B2 Beryl Pegmatite dykes are annotated with the magnetic data in Figure 7.

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Figure 8. Magnetic image covering the Jean Lake property. The gap in the image is due to the location of the hydroelectric power line that crosses the property. Location B-1 assayed 3.89% Li2O and connects with target 11; and Location B2 (red circle) assayed 5.17% Li2O and connects with Target 10.

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Figure 9 builds upon Figure 8 now showing Snow Lake Lithium’s SG and GRP spodumene pegmatites as per their disclosed interim drilling results from March 10th, 2022 [1]. There are multiple features which appear to connect the High Priority Targets, known pegmatite dykes and interpreted lineaments on the Foremost Lithium and Snow Lake Lithium properties.

Figure 9. Foremost Lithium’s Jean Lake magnetic survey results with overlays of Snow Lake Lithium’s SG and GRC pegmatites

Exploration Program

Two field crews were mobilized to prospect (14) high priority targets defined as magnetically low and structurally recessive lineaments. These lineaments host the beryl pegmatites, have similar orientations as the SGM and Grass River lithium pegmatites of Snow Lake Resources and were interpreted as high priority exploration targets. The lineaments were defined by an Unmanned Aerial Vehicle (UAV Drone) assisted high-resolution geophysical survey and Centre of Exploration Targeting “CET” analysis of the acquired data (see March 1, 2022, news release). The linear trend of magnetic lows defined on the Jean Lake property by the UAV borne survey are interpreted as the magnetic signature of the coarse spodumene bearing Sherritt Gordon #1 and #2 and the Grass River pegmatite dykes currently being explored and developed by Snow Lake Resources Ltd. There are also linear trends of magnetic lows associated with the high-grade Beryl pegmatites which were drill tested.

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The lineaments were prospected, and rock chip sampled and assayed for lithium and related elements where exposure was permissive. Where the lineaments are overburden covered, Mobile Metal Ion (“MMI”) soil geochemical surveys were initiated and sent for analyses to SGS Canada Inc. Burnaby (B.C.). The UAV-borne magnetic and Lidar surveys were flown by EarthEx Geophysical Solutions Inc. (Selkirk, Manitoba) with financial support from the Manitoba Mineral Development Fund.

On October 17, 2022, the Company commenced preparations for a winter diamond drill program. The drill targets were to include the high-grade spodumene-bearing Beryl pegmatite dykes where grab sample assays of 3.89% and 5.17% Li2O were received from pegmatite dyke B1 and 3.81%, 4.09% and 4.74% Li2O from pegmatite dyke B2 in August 2021.

On November 21, 2022, the Company announced that it received a work permit from the Mining Permit office of the Manitoba Government and had finalized plans to begin a 24-hole, 3,000 metre diamond drill program on its 100% owned Jean Lake Lithium Project located near the historic mining town of Snow Lake, west-central Manitoba commencing on December 02, 2022. The Company signed a drill contract with BRL Drilling Ltd. (Temagami, Ontario), air support, core storage and preparation facilities in Snow Lake were provided by Gogal Air Services, drill pads were cut by Moss Line Cutting Ltd. (Snow Lake) and field technical support was provided by Golden Frost Exploration (Oakbank, Manitoba). Assay samples from drill core were shipped to Activation Laboratories (“ACTLABS”; Ancaster, Ontario) for lithium and related element analysis using analytical approach UT-7 after a total sodium peroxide fusion.

On June 06, 2023 the Company announced that assay results were received from 246 NQ core samples collected from their now completed diamond drill program. The Company's exploration efforts have focused on lithium in pegmatite using a variety of exploration technologies, which not only have exposed potential for spodumene, but which also has demonstrated the potential for gold mineralization. The results of the program have confirmed lithium at the B1 pegmatite but has made a serendipitous new gold discovery on the property.

The Jean Lake drill program intersected numerous gold mineralized intervals at vertical depths up to 110 m below surface as well lithium at the B1 spodumene bearing pegmatite. The locations of drill holes that intersected gold mineralized intervals are illustrated in Figure 10, in addition to the B1 drill hole location. Details of the lithium and gold intersections are provided in the summary of gold and lithium hole results below.

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Figure 10. Lithium and Gold Intersections in 2022-2023 Drill Hole

Results

Lithium

B1 Pegmatite

The historic B1 pegmatite was tested to assess the width and extent of observed high-grade spodumene mineralization exposed at surface. Drilling included a down dip hole to assess the vertical extent of the spodumene and the dimensions and attitude of the B1 pegmatite. FM23-01A was drilled down plunge and intersected pegmatite to a depth of 41.3 metres. An intersection of a 3.35 metre zone of spodumene mineralization between surface and 3.35m assayed 1.26% Li2O. FM23-01 was drilled from north to south just north of the B1 exposure to undercut the surface exposure of high grade spodumene mineralization and intersected 20 m of pegmatite between 6 and 26 m.

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B2 Pegmatite

The east end of the B1 pegmatite is marked by a trenched exposure of high-grade spodumene bearing granitic pegmatite originally referred to as the B2 pegmatite. FM23-06 was drilled at -45o to test the pegmatite beneath the trench and intersected a 4.4 m intercept of spodumene-bearing pegmatite between 32.88 and 37.3 m. The maximum lithium assay was 0.61% Li2O. FM23-07 was drilled at -60o to undercut hole FM23-06 and intersected a wider 10 m zone of pegmatite from 54.42-64.45 m but with lower lithium contents.

Gold

The Jean Lake property occurs in a geological terrain (the Flin Flon-Snow Lake greenstone belt) historically recognized as significantly endowed with gold and new developing lithium resources. Rock chip sampling initiated between August and September in 2021, by Foremost Lithium's prospecting team confirmed the presence of this gold mineralization.

The 2022-2023 drill program documented gold mineralized intersections in eight drill holes. Gold intercepts in drill core extend from surface to a vertical depth below surface of 110 m. An intercept of 7.5 g/t Au over 7.66 m that includes a 0.48 m intercept of 102 g/t Au occurs 65 m vertically below surface.

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Summer 2023 Exploration

On September 11, 2023, the Company completed an extensive summer exploration program on its “Lithium Lane Properties” including the Jean Lake Lithium-Gold Property. Spodumene-pegmatite occurrences (B1, B2, and B3) that are collectively known as the “Beryl Pegmatites” were sampled and mapped in further detail to assist with drill targeting for the upcoming drill season. Additional overburden was stripped from the B1 and B2 occurrence, revealing more spodumene mineralization. Four (4) chip samples were collected during the 2023 field program, three (3) of which were from spodumene bearing pegmatite.

Figure 11. Map of 2023 Sample Location on the Jean Lake Property

Samples taken from the B1 pegmatite hosted coarse-grained, pale green spodumene that ranged from 5cm to 0.70m (Photo 1). Samples taken from the B2 pegmatite hosted abundant apple-green to yellow-green spodumene that ranged from 5cm to 15cm (Photo 3). Assay highlights are presented in Table 4 below.

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Table 4 – Assay highlights from Jean Lake Property field program

Picture 1. Large spodumene crystals found in outcrop at the B1 pegmatite; Sample 153026

Foremost’s Exploration and Development Approach

The Company follows the same scientific methodical approach on all its lithium projects for future exploration and drill programs. Valuable tools and steps include:

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UAV-Borne Magnetic Surveys

On November 3, 2022, the Company completed a UAV-assisted high-resolution airborne magnetic survey on its “Lithium Lane” Properties near the historic mining town of Snow Lake, west-central Manitoba. Foremost contracted EarthEx Geophysical Solutions Inc. (Selkirk, Manitoba), which flew a total of 7,472.7-line km over the entire 43,276-acre/17,513 hectares land package.

Magnetometer Survey Details

The drone magnetometer surveys (Figures 9 and 10) were flown with a flightline azimuth of 070º and flightline spacing of 25m. Tie lines were established at 250m spacing. Each property survey and the number of line km flown include:

1.	Grass River Lithium Property: Survey was conducted between April 14 and May 27, 2022, and comprised 2,734.1-line km.

2.	Zoro Lithium Property: Survey was conducted between May 28 and June 15, 2022, and comprised 1,264.7-line km.

3.	Jean Lake Property: Survey was conducted between November 29, 2021, and December 20, 2021, and comprised 483.4-line km.

4.	Peg North Property: Survey was conducted between June 15th, 2022, and October 6th, 2022, and comprised 2990.5-line km.

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Picture 2. Drone Carrying a Magnetometer

UAV magnetic data lends itself very well to finding new prospective drill targets. The UAV system's resolution has provided excellent litho-structural detail over all Foremost's Lithium Lane properties and has generated detailed 3D models of the magnetic sources on the properties. Magnetic surveys can provide valuable exploration information such as depth to source, dip of the body as well as the overall shape and morphology of the lithological unit. The exMAG system is a geophysical system which generates industry-leading magnetic maps and 3D models by employing advanced drone navigation technology to fly lower and more precise missions than other drone-borne systems, and advanced processing methodology to generate high quality deliverables. Its purpose is to provide Foremost with the best possible suite of tools for characterizing the magnetic characteristics subsurface in their study-area, with a focus on detail and precision.

The resolution of the mag survey and the exMAG system allows targeting of bedrock structures which may host lithium pegmatite deposits, which when coupled with 3D products from inversion of magnetic survey data provides an excellent source of information for Foremost Lithium to define drill-targets on its property based on its magnetic signatures including both magnetic and non-magnetic targets. The combination of previously flown magnetics, and LiDAR collected by EarthEx have revealed numerous important features across the various properties, including structures in the exMAG drone-borne magnetic data which line up with known pegmatite occurrences, other structures in the vicinity of known pegmatites which suggest a pegmatite dyke swarm may be present; topographic expressions which may indicate bodies resistive to weathering, such as pegmatites, are present.

On October 9, 2023, The Company announced EarthEx Geophysical Solutions Inc. would be embark to Snow Lake to the Peg North claim block to commence LiDAR surveying which would complete the collection of LiDAR and high-resolution magnetics over the entirety of it’s Lithium Lane Properties.

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Summer 2023 Exploration Program

On September 11, 2023, the Company completed an extensive summer exploration program on its “Lithium Lane Properties”, near the historic mining center of Snow Lake, Manitoba. Dahrouge Geological Consulting Ltd. (“DGC”) undertook large-scale surface exploration program on Foremost’s four Lithium Lane properties. This included prospecting and rock sampling for geochemical analysis, focusing on predefined priority targets, detailed geological mapping in highly prospective areas and a systematic Mobile Metal Ion (MMI) geochemical program for Lithium Cesium Tantalum (“LCT”) pegmatites. Samples were shipped to SGS Laboratories (Burnaby) for analysis which used a total dissolution of the sample by sodium peroxide fusion and ICP-MS finish. This analytical approach is the standard analytical technique used by the Company on its Zoro and Jean Lake lithium projects. QAQC samples were inserted into the sample sequence at a rate of 5%, utilizing certified reference material and quartz blanks.

On October 12, 2023, the Company announced positive results returned from the rock sampling program on its Peg North, Grass River Claims, Jean Lake, and Zoro properties, including high-grade lithium values and spodumene mineralization at both the Zoro and Jean Lake Property. Foremost provided some positive assay results from its rock sampling program, returning values up to 2.13% Li2O at the Zoro Lithium Project and up to 1.86% Li2O at Jean Lake Lithium Project.

Next Steps – Preparations for Winter Drilling

Foremost’s next steps on both these properties include work permit approval and drill targeting for a winter drill program on both Zoro and Jean Lake. Drilling on Zoro will seek to expand the existing resource on Dyke 1, as well as further investigate the spodumene-bearing pegmatites on Dyke 8 and Dyke 16. The drill program at Jean Lake will follow up on the results from the previous winter 2023 drill program with the hopes of expanding the high-grade spodumene occurrences at B1 and B2.Steps towards applying for a work permit and drill targeting are currently underway for a winter drill program in the coming months on both the Zoro and Jean Lake Properties. Drilling on Zoro will seek to expand the existing resource on Dyke 1, as well as further investigate the spodumene-bearing pegmatites on Dyke 8 and Dyke 16. The drill program at Jean Lake will follow up on the results from the winter 2023 drill program with the hopes of expanding the high-grade spodumene occurrences at B1 and B2.

Lac Simard South, Quebec, Canada

The Lac Simard South Property is located in the Province of Quebec, Canada is comprised of 60 claims located on 8,611 acres (3,485 hectares) and 20 claims staked directly by the company located on 2,871 acres (1,162 hectares) bringing the amalgamated total land package to 80 mineral claims, and the land area to 11,482 acres (4,647 hectares). The location of the property via GPS coordinates is 47.56518, -78.647. The Lac Simard South Property is easily accessible year-round by way of well-maintained roads, connecting to the main highway. Sudbury, Ontario is the closest major city, about 350 km to the southwest. The property has no mineral reserves or mineral resources under S-K 1300. The current book value of the property is approximately $36,465.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Figure 12. Lac Simard South Property Claims with Surrounding Lithium Refineries and Concentrators

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

The property is located approximately 80 km southwest of Val-D’or, a logistics hub for mining services, and 100 km southwest from La Corne township, home of the The NAL Lithium Processing Plant (A Piedmont/Sayona Joint Venture).

Property Ownership

In May, 2023, we acquired the Lac Simard South Property located in the Province of Quebec, amending a property acquisition agreement to purchase 100% right, title, and interest in and to those certain undersurface mineral rights comprising a total of 60 claims, covering 8,612 acres (3,485 hectares). In consideration for the property, we paid to the vendors cash consideration of $17,500 plus GST on May 12, 2023, and we paid an additional $17,500 plus GST in September 2023. In addition, we issued a total of 10,700 common shares of the Company at $7.50 per common share under terms as set forth therein and subject to a 4-month hold. The Company has now earned 100% right, title and interest of Lac Simard South Property.

In addition, we staked and recorded 20 additional mineral claims on the Provincial GESTIM (Mining Title Website) in the Company’s name that were contiguous with the borders of these 60 claims, which resulted in an increase of Lac Simard South Property to 80 mineral claims and to the total area to 11,482 acres (4,647 hectares). The 20 additional staked claims are: 2755553, 2755554, 2755555, 2755556, 2755557, 2755558, 2755559, 2755560, 2755561, 2755562, 2755563, 2755564, 2755565, 2755566, 2755567, 2755568, 2755569, 2755570, 2755571, 2755572. The total cost of these additional 20 claims to the Company was $1,465.

Claim Registration

A company can register a claim on the provincial GESTIM website, (GESTIM, le système de gestion des titres Miniers - The Mining Title Management System) the Company’s claims are valid for a first period of three years. To re-register the claim at the end of the term, the company can apply a $1,200 exploration credit per claim to renew for subsequent period of two years term. If there aren’t enough exploration credits to renew the claim, the Company can choose to pay an amount that will equal twice the difference between $1,200 and the amount actually spent for exploration works.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Figure 13. Lac Simard South Claims Map

Geology

The Lac Simard South Property is largely underlain by the large monzodiorite batholith of Lac Simard Sud. This batholith is pinkish grey in color and is composed of plagioclase, K-feldspar hornblende with minor amount of epidote and quartz. Quartz-monzodioritic dykes and sills are observed at the margin of this intrusion. A gabbroic intrusion lies to the southwest end of the Property and hosts the Laforce showing. This Ni-Cu showing was explored by Kerr Addison Gold Mines Ltd and more lately by Fieldex Exploration (2007) and lies about 1km south of the Property. The property contains 12 pegmatites that were identified from satellite imagery.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Exploration

The Lac Simard South Property has had no historical exploration. An airborne magnetic and spectrometric survey flown during the fall of 2022 covered the whole property. This geophysical survey was done by EON Geosciences on behalf of the provincial government and was recently made available.

Mineral Resources

The Lac Simard South Property has no mineral reserves or mineral resources under NI 43-101 or S-K 1300.

Permitting and Licensing

All mining titles are in good standing and are partly located on Crown land of Quebec and partly on private land. Mining titles located on Crown land are entitled to be explored without any permitting, except for any exploration program that involves tree-cutting to create road access for drilling and/or stripping These such activities are permitted under a valid forest intervention permit delivered by the provincial Ministère des Forêts, de la Faune et des Parcs. Permitting approval vary from 2 to 4 weeks and are simple process and can be renewed on a 3-year term.

Mining titles located on private land requires the permission of the landowners. Information pertaining to the landowners are available on the MRC of Témiscamingue (https://www.mrctemiscamingue.org/mrct/cartes-et-localisation/).

Obtaining permits for advanced exploration requires consultations with government officials and are based on specific permit requirements.

Infrastructure

The project is located in a well-developed mining region with readily available support facilities and services. Val-d’Or is a city with a population of 30,000 inhabitants and is well-known for its mining history, with an experienced mining workforce. The Property is easily accessible year-round by way of well-maintained roads, with little overburden connecting and within a few km from major highways. The project is geographically well positioned near Sayona’s lithium concentrators and refineries, within 90km of our property. Quebec is a major producer of electricity and one of the largest hydropower generators in the world, and a hydroelectric power plant is situated right within our claim block, allowing access to grid power and low-cost hydroelectricity.

Local Environment

The area is marked by long cold winters averaging a daily average temperature for January of -16 °C and short, cool summers with daily average temperature for July of 17.3°C. Exploration and drilling operations are conducted year-round without interruption due to weather conditions. The area is generally flat with little hills of about 50 m. It is partly covered by farming land and by forested areas typical of balsam-fir – yellow birch bioclimatic domain.

Planned Work

We intend to begin a work program in the first part of 2024 to validate the identified pegmatites associated in this active lithium, mining, and refining region of Quebec. An exploration program will include ground truthing – boots on the ground as a first step to confirm and describe the nature of the identified pegmatites as well as prospecting selected areas to find lithium-bearing pegmatites. Uses of indirect techniques such as drone-assisted magnetic survey in addition to surficial geochemical surveys including MMI will be contemplated in areas with scarce outcrops to help delineate new targets prospective for lithium-bearing pegmatites. The current program is still in the preliminary stage phase of planning, and the Company will strategize further plans upon return of initial assay results. The total dollars allocated for this project are currently $13,825 to make the second payment owed to close our property acquisition agreement.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

GOLD AND SILVER

Winston Property, New Mexico, USA

The Company controls, subject to certain underlying royalties, a 100% interest in the Winston property located in Sierra County, New Mexico, USA (the “Winston Property”). The Winston Property is comprised of 149 unpatented lode mining claims (the “LG Claims”), the Ivanhoe and Emporio patented mining claims (the “Ivanhoe/Emporio Claims”) and four unpatented mining claims (the “Little Granite Claims”) and is prospective for gold and silver.

In accordance with the terms and condition of the underlying purchase agreement to complete the acquisition of the Ivanhoe/Emporia claims, the Company is required to pay the original owner of the claims the remaining purchase price of US$361,375 (US$42,000 paid). Before the remaining purchase price is paid in full, the Company is subject to a minimum monthly royalty payment based on monthly average silver price which reduces the remaining purchase price once paid. The accrued minimum monthly royalty payments outstanding as of September 30, 2023, totals US$237,125 (March 31, 2023 – US$225,125). The agreement also entitles the owner to a permanent production royalty of 2% of NSR.

On December 14, 2022, the Company announced that it has acquired 100% interest of Little Granite Claims in the Winston Group of Properties Gold/Silver Project.

The Winston Property is in good standing.

Exploration at the Winston Property, New Mexico, USA

The Little Granite Mine is a high-grade epithermal silver-gold system which was last explored in the early 1980s. In addition to Little Granite, Far Resources also controls the core claims covering the nearby Ivanhoe-Emporio Mines, which may represent an attractive bulk mineable gold target. The historic mines are hosted by north-south orientated vein systems which display characteristics typical of low sulphidation epithermal style mineralisation. This style of mineralization hosts some of the highest-grade precious metal mines worldwide, including Sleeper (Nevada), Creede (Colorado), Fruta del Norte (Ecuador) and Hishikari (Japan). The mineralization in the Winston area is believed to be Tertiary in age and related to the Rio Grande Rift. The Black Range District was mined extensively in the 1880s but has seen little activity since.

Michael Feinstein, PhD, CPG, of Mineoro Explorations LLC is assisting the Company with their exploration campaign aimed at targeting the bonanza zone of the Little Granite Epithermal Vein System. Existing data will be integrated with structure, alteration, and geochemistry in a 3D model. The host volcanic stratigraphy of the Gila and dominant structural control of the Rio Grande Rift provide excellent context for the emplacement of well-developed vein systems.

The Company mobilized a field crew to the Winston project in early October of 2020. The crew evaluated the best options for access and logistical support of the planned Phase 1 program focused on the Little Granite Mine area. The Phase 1 program consisted of soil and rock geochemical sampling, geological mapping with particular focus on structural controls of the silver-gold mineralization and possibly ground geophysics and terrain mapping using a drone as disclosed in the April 23, 2021, news release.

On February 4, 2021, the Company reported the results of recent sampling on its wholly owned Winston Project in New Mexico. High grade gold and silver values were confirmed from three historic mines, Ivanhoe, Emporia and Little Granite, in the south part of the company’s land holdings. Twenty ore characterization samples from these three mines returned peak values of 66.5 g/t gold and 2940 g/t silver from Little Granite, 26.8 g/t gold and 1670 g/t silver from Ivanhoe and 46.1 g/t gold and 517 g/t silver from Emporia.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Detailed sample results are listed below. The samples were obtained as part of the initial geological evaluation of the property, during which mine environs, workings and dumps were walked and inspected to collect representative samples of the different styles of mineralization. High grade mineralization was confirmed at the Little Granite, Ivanhoe and Emporia mine sites.

These samples were collected by Dr. Michael Feinstein of Mineoro Explorations during three visits to the project between October and December of 2020. Numerous samples were collected throughout the project area, and historic mine sites were visited several times. Multiple, overlapping phases of alteration and mineralization are evident throughout as illustrated in the sample photos following. The ore characterization samples were collected to better understand which phases are of greatest economic interest. The results confirm that earlier reports of high-grade silver and gold values from historic workings have legitimacy and justify a major exploration program using modern methods to define the nature and size of mineralization.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Current plans for follow-up work include additional geochemical sampling, geological mapping, and claim staking. The acquisition of detailed imagery and surface terrane models are being investigated as a precursor to project and target scale geophysical surveys.

All samples were collected by Mineoro Explorations and securely maintained through to submission to the ALS Minerals laboratory in Tuscon. Samples were analysed by Fire Assay and ICP-MS. Internal laboratory QA/QC protocols were followed and 5% external standards are submitted with all sample batches.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

RESULTS OF OPERATIONS

Expenses incurred for six months ended September 30, 2023

During the six months ended September 30, 2023, we incurred a comprehensive loss of $2,303,829, compared to a comprehensive loss of $1,519,602 for the corresponding period in 2022. The largest expense items that resulted in the comprehensive loss for the six months ended September 30, 2023 were:

General and administrative expenses for the six months ended September 30, 2023 were $1,488,089, compared to $1,005,668 for the six months ended September 30, 2022. The following items are included in general and administrative expenses:

	●	Rent expense increased to $19,317 for the six months ended September 30, 2023, compared to $321 for the corresponding period ended September 30, 2022. The increase was related to expensing the rent deposit at term end.
	●	Office expenses decreased to $78,810 for the six months ended September 30, 2023, compared to $133,493 for the corresponding period ended September 30, 2022. The decrease was primarily related to the decrease in general expenses in the current year.
	●	Legal, professional and listing expenses were $780,696 for the six months ended September 30, 2023, an increase from $514,175 for the corresponding period ended September 30, 2022 due to the listing to NASDAQ.
	●	Consulting fees were $111,289 for the six months ended September 30, 2023, compared to $170,509 for the corresponding period ended September 30, 2022. The decrease was related to the consulting services in connection with the NASDAQ listing in comparative period.
	●	Management and director fees increased to $228,900 for the six months ended September 30, 2023, compared to $139,569 for the corresponding period ended September 30, 2022. The increase was related to performance incentive increases to certain salaried employees and the addition of new employees due to the growth of the Company.
	●	Transfer agent and filing fees increased to $171,863 for the three months ended September 30, 2023, compared to $29,035 for the corresponding quarter ended September 30, 2022. The increase was primarily related to fees associated with additional requirements leading up to the NASDAQ listing.

Sales and marketing expenses include investor relations expenses, which increased to $263,611 for the six months ended September 30, 2023, compared to $96,219 for the corresponding period ended September 30, 2022. The increase was primarily related to the Company’s most recent registration statement filing.

Stock-based compensation charges for the six months ended September 30, 2023 were $710,774 (2022: $539,974). We issued 17,500 stock options to employees at exercise price of $5.65 per share and 125,000 stock options to employees at exercise price of $6.60 per share during the six months ended September 30, 2023. The stock-based compensation charges relate to stock options issued during previous quarters where charges are recognized over the stock option vesting period. We use the Black-Scholes method of calculating the stock-based compensation expense under the graded vesting method.

Our operating loss for the six months ended September 30, 2023 increased to $2,462,474 (2022: $1,641,861). The increase in operating loss was caused by the aforementioned expenses for the quarter.

We recognized a gain related to changes in the fair values of derivative liabilities of $186,378 (2022: $Nil) during the quarter mainly caused by the decrease of our share price from $5.65 at August 24, 2023 to $5.03 at September 30, 2023. Warrants priced in USD are classified as derivative liabilities because our functional currency is in Canadian dollars. As a result of this difference in currencies, the proceeds that will be received by us if our warrants are exercised are not fixed and will vary based on foreign exchange rates, hence the warrants are accounted for as a derivative under IFRS and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as non-cash gain or loss in our consolidated statements of comprehensive loss.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

We also had a foreign exchange loss of $31,645 on net working capital (2022: $28,576), related to the fluctuations in the USD as compared to the Canadian dollar.

Net loss and comprehensive loss for the three months and six months ended September 30, 2023 was $1,695,651 and $2,303,829, respectively (2022: $751,616 and $1,519,602).

SUMMARY OF QUARTERLY RESULTS

A summary of selected financial information for the eight most recently completed quarters is set out below and should be read in conjunction with the Company’s condensed interim consolidated Interim Financial Statements and related notes for such periods (Note 2):

	Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
	Sep. 30, 2023			June 30, 2023			Mar. 31, 2023			Dec. 31, 2022			Sep. 30, 2022			June 30, 2022			Mar. 31, 2022			Dec. 31, 2021
Revenue	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Expenses		1,844,444			618,030			390,807			1,814,129			882,298			759,563			2,860,767			826,797
Total comprehensive loss (income)		1,695,651			608,178			(115,705	)		(2,154,228	)		751,616			767,986			3,034,432			746,581
Loss per share – basic and diluted for all periods ⁽¹⁾		(0.39	)		(0.15	)		(0.03	)		(0.55	)		(0.20	)		(0.21	)		(0.87	)		(0.23	)
Total assets		15,965,124			13,110,859			13,300,444			13,530,636			10,376,744			9,802,357			7,918,078			7,704,225
Total liabilities		2,550,172			3,130,028			2,912,822			2,841,312			2,900,781			2,633,408			1,176,332			1,433,198
Total equity	$	13,414,952		$	9,980,831		$	10,387,622		$	10,689,324		$	7,475,963		$	7,168,949		$	6,741,746		$	6,271,027
Weighted average number of common shares outstanding ⁽¹⁾		4,327,750			3,975,666			3,968,847			3,943,682			3,815,068			3,620,185			3,515,420			3,274,558

Note 1: Based on the weighted average number of common shares outstanding during the period.

Note 2: During the year ended March 31, 2022, management determined that there was an error pertaining to exploration and evaluation and accounts payable and accrued liabilities. This error was a result of the under accrual of option payments required on the Company’s Winston mineral property. Quarterly total assets and total liabilities have been restated as compared to the amounts reported in our previously issued quarterly MD&A and condensed quarterly financial statements. There were no impacts on operating income or net income from these changes, and no changes in working capital and cash flow.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

During the quarter ended September 30, 2023, expenses increased to $1,844,444 compared to $618,030 for the quarter ended June 30, 2023. The increase was primarily attributable to office expense of $77,810 (June 30, 2023 - $93,760), professional fees and listing expenses of $449,539 (June 30, 2023 - $331,157), consulting fees of $80,708 (June 30, 2023 - $41,464), transfer agent and filing fees of $132,745 (June 30, 2023 - $22,141), sales and marketing expense of $237,570 (June 30, 2023 - $67,967) and share-based payments of $694,987 (June 30, 2023 - $15,787).

During the quarter ended June 30, 2023, expenses increased to $618,030 compared to $390,807 for the quarter ended March 31, 2023. The increase was primarily attributable to management fees of $135,000 (March 31, 2023 - $111,250), professional fees of $331,157 (March 31, 2023 - $385,945) and share-based payments of $15,787 (March 31, 2023 – expense reversal of $501,462).

During the quarter ended March 31, 2023, expenses decreased to $390,807 compared to $1,814,129 for the quarter ended December 31, 2022. The decrease was primarily attributable to management fees of $111,250 (December 31, 2022 - $189,000), professional fees of $385,945 (December 31, 2022 - $676,854) and share-based payments reversal of $501,462 (December 31, 2022 – expense of $776,916).

During the quarter ended December 31, 2022, expenses increased to $1,814,129 compared to $882,298 for the quarter ended September 30, 2022. The increase was primarily attributable to management fees of $189,000 (September 30, 2022 - $83,251), professional fees of $676,854 (September 30, 2022 - $359,961) and share-based payments of $776,916 (September 30, 2022 - $208,426).

During the quarter ended September 30, 2022, expenses increased to $882,298 compared to $759,563 for the quarter ended June 30, 2022. The increase was primarily attributable to investor relations of $67,967 (June 30, 2022 - $28,252), management fees of $83,251 (June 30, 2022 - $56,318), and professional fees of $359,961 (June 30, 2022 - $154,214).

During the quarter ended June 30, 2022, expenses decreased to $759,563 compared to $2,860,767 for the quarter ended March 31, 2022. The decrease was primarily attributable to management fees of $56,318 (March 31, 2022 - $61,885), share-based payments of $331,548 (March 31, 2022 - $2,333,019), and forgiveness of debt $Nil (March 31, 2022 - $100,355).

During the quarter ended March 31, 2022, expenses increased to $2,860,767 compared to $826,797 for the quarter ended December 31, 2021. The increase was primarily attributable to management fees of $61,885 (December 31, 2021 - $213,179), share-based payments of $2,333,019 (December 31, 2021 - $149,200), and forgiveness of debt $100,355 (December 31, 2021 - $Nil).

During the quarter ended December 31, 2021, expenses increased to $826,797 compared to $128,491 for the quarter ended September 30, 2021. The increase was primarily attributable to investor relations of $137,434 (September 30, 2021 - $14,003) due to the Company’s effort to raising awareness in the market, management fees of $213,179 (September 30, 2021 - $50,100), professional fees of $143,049 (September 30, 2021 - $21,858) due to an increase in legal fees relating to the replacement of the board of directors and change in management and share-based payments of $149,200 (September 30, 2021 - $Nil) for options granted.

LIQUIDITY AND GOING CONCERN

The condensed interim consolidated financial statements were prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2023, the Company has had significant losses. In addition, the Company has not generated revenues from operations. The Company has financed its operations primarily through the issuance of common shares and short-term loans. The Company continues to seek capital through various means including the issuance of equity and/or debt. These circumstances cast significant doubt as to the ability of the Company to meet its obligations as they come due, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

The Company’s business financial condition and results of operations may be further negatively affected by economic and other consequences from Russia’s military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts, of the pandemic and the war in the Ukraine, to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business and may make it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about on its business, results of operations, financial position and cash flows in the future.

	As at September 30, 2023			As at March 31, 2023
Working capital (deficit)	$	189,182		$	(2,117,473	)
Deficit	$	(20,172,940	)	$	(17,869,111	)

Net cash used in operating activities for the six month period ended September 30, 2023 was $1,965,521 compared to $1,126,534 during the period ended September 30, 2022. The difference was primarily due to a decrease in accounts receivable of $80,669, an increase in pre-paid expenses of $249,719, a decrease in trade payables and accrued liabilities of $267,188 and a net loss during the period of $2,303,829.

Net cash used in investing activities for the six month period ended September 30, 2023 was $1,152,445 compared to $2,516,968 used during the period ended September 30, 2022, and consisted of expenditures on exploration and evaluation assets during the period.

Net cash provided by financing activities for the six month period ended September 30, 2023 was $4,923,097 compared to $3,713,940 cash provided by financing activities during the period ended September 30, 2022. The increase was due to proceeds on issuance of common shares from the public offering in the US in conjunction with the Nasdaq listing of $5,418,400, offset by share issuance costs of $387,416 during the current period.

The Company is continuing its exploration program and will use its available working capital to continue this work. It is likely that the Company will need to obtain additional debt/equity financing in order to carry out further exploration programs on its properties depending on the results of recent exploration and to satisfy its business and property commitments for the ensuing year. The Company intends to rely on equity or debt financing from arm’s length parties to fund its operations for the upcoming year. The Company may find it necessary to issue shares to settle some of its existing debt obligations. There are no assurances that the Company will be successful in raising the necessary funds to maintain its current operations and explore its properties on commercially reasonable terms or at all.

CAPITAL RESOURCES

As of the date of the MD&A, the Company is continuing its exploration programs on the Zoro, Jean Lake, Peg North, Grass River Lithium Lane Projects and Jol Lithium property. The Company intends to use available working capital and may issue additional common shares to cover the cost of this program.

The Company also has certain ongoing option/property payments and maintenance fees/taxes associated with its Zoro, Jean Lake, Grass River, and the Winston Property as more particularly described in “Overall Performance” above.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

During the period from April 1, 2023 to November 9, 2023, the Company:

●

issued 10,700 common shares valued at $85,600 pursuant to the acquisition of the Lac Simard South Property.

●

issued 13,072 common shares valued at $100,000 pursuant to the second option payment of the Peg North Property.

●

issued 6,128 common shares valued at $39,526 pursuant to the option payment of the Jean Lake Property.

CONTRACTUAL OBLIGATIONS

Other than described in “Capital Resources” and certain stock option and consulting agreements, the Company does not presently have any other material contractual obligations. See “Transactions with Related Parties”.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

For the six month period ended September 30, 2023
Paid or accrued to:	Management and director fees		Share based payments		Total
Key management personnel:
Former CFO and current Director	$	18,000		32,531	$	50,531
CEO		92,250		209,647		301,897
An Officer of the Company		30,000		104,824		166,024
Former CFO		36,000		-		36,000
Current CFO		16,650		131,030		147,680
Director		30,000		32,531		62,531
Director		18,000		32,531		50,531
Director		18,000		32,531		50,531
	$	228,900	$	575,625	$	865,725

During the period ended September 30, 2023, the Company’s stock-based compensation expense included $575,625 (For the year ended March 31, 2023 - $804,016 includes both stock options and PSU’s previously granted) relating to stock-options granted to current and former directors, officers and companies controlled by them and vested through the period.

During the year ended March 31, 2023, the Company entered into a loan agreement with a related party to borrow $1,145,520, inclusive of a prior advance of $145,520 (“Initial Advance”) included in accounts payable and accrued liabilities owing to a director of the Company. The loan accrues interest at a rate of 11.35% (amended on May 1, 2023 from 8.35%), payable monthly, and matures on May 10, 2024 (amended from May 10, 2023). The Company paid an aggregate of $72,074 in interest during the six month period ended September 30, 2023.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

The amounts due to related parties included in accounts payable and accrued liabilities are as follows:

	As at September 30, 2023		As at March 31, 2023
Due to corporation owned by a former CEO	$	27,000	$	27,000
Due to a former CFO		3,237		3,262
Due to a former CFO		6,000		-
Due to a former director of the Company		18,000		18,000
Due to the CEO		-		31,500
Officer, for expenses		-		24,813
Due to a director		5,250		5,250
Due to a director		-		3,150
	$	59,487	$	112,975

The amounts due are unsecured, non-interest bearing, and have no specific terms of repayment.

PROPOSED TRANSACTIONS

Save as disclosed herein, there are no asset or business acquisitions, or dispositions currently being proposed by the directors or senior management of the Company that will have a material effect on the financial condition, results of operations or cash flows of the Company.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Please refer to the condensed interim consolidated financial statements on www.sedar.com.

FINANCIAL AND OTHER INSTRUMENTS

Capital and Financial Risk Management

Capital management.

The Company’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern.

In the management of capital, the Company monitors its adjusted capital which comprises all components of equity (i.e. capital stock, reserves and deficit).

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue Common Shares through private placements. The Company is not exposed to any externally imposed capital requirements.

The Company’s overall strategy remains unchanged from fiscal year 2023 (see the Annual Filings).

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Fair value

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The fair value of the Company’s long-term investment constitutes a Level 1 fair value measurement.

The carrying value of cash, current portion of short-terms loan payable, long-terms loan payable and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.

Financial risk factors

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with major Canadian financial institutions.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of September 30, 2023, the Company had a cash balance of $2,379,718 (March 31, 2023 – $574,587) to settle current liabilities of $2,550,172 (March 31, 2023 – $2,912,822). All the Company’s financial liabilities except lease obligation have contractual maturities of 30 days or are due on demand and are subject to normal trade terms.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Interest rate risk

The Company has cash balances and interest-bearing debt. The Company’s cash does not have significant exposure to interest.

Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, accounts payable and accrued liabilities, and option agreement payments that are denominated in a foreign currency. There is a risk in the exchange rate of the Canadian dollar relative to the US dollar and a significant change in this rate could influence the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.

Price risk

Other MD&A Requirements

Disclosure of Outstanding Security Data

As at November 9, 2023, the following shares and options were issued and outstanding:

	Issued & Outstanding	Expiry Dates	Weighted Average Exercise Prices
Common shares	4,830,417
Options	368,800	Ranging from March 1, 2024 to September 6, 2028	$9.14
Warrants	5,765	July 19, 2024	$6.72
Warrants	840,000	August 23, 2028	US$6.25
Warrants	24,000	December 02, 2023	$6.50

Except as disclosed above, there are no other options, warrants or other rights to acquire common shares of the Company outstanding. However, see “Overall Performance” for details of certain optional common share payments that the Company will be required to make in order to maintain and/or exercise its existing option agreements to acquire the Manitoba Lithium Claims, the Zoro North Claims.

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Foremost Lithium Resource & Technology Ltd.
Management Discussions and Analysis
Period Ended September 30, 2023

Additional Disclosure for Junior Issuers

The Company does not have sufficient working capital to cover its estimated operating and exploration expenses for the twelve months following. Thereafter, the Company will require additional funds to cover its estimated general and administrative expenses. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to the Company. See “Risks and Uncertainties” below. Please refer to the Company’s condensed interim consolidated financial statements for information on the exploration expenditures on a property-by-property basis.

Risks and Uncertainties

Mineral exploration is subject to a high degree of risk, which even a combination of experience, knowledge and careful evaluation may fail to overcome. These risks may be even greater in the Company’s case given its formative stage of development.

Exploration activities are expensive and seldom result in the discovery of a commercially viable resource. There is no assurance that the Company’s exploration will result in the discovery of an economically viable mineral deposit. The Company has generated losses to date and anticipates that it will require additional funds to further explore its properties. There is no assurance such additional funding will be available to the Company on commercially reasonable terms or at all. Additional equity financing may result in substantial dilution thereby reducing the marketability of the Company’s shares. The Company’s activities are subject to the risks normally encountered in the mining exploration business. The economics of exploring, developing and operating resource properties are affected by many factors including the cost of exploration and development operations, variations of the grade of any ore mined and the rate of resource extraction and fluctuations in the price of resources produced, government regulations relating to royalties, taxes and environmental protection and title defects. The Company’s mineral resource properties have not been surveyed and may be subject to prior unregistered agreements, interests or land claims and title may be affected by undetected defects. In addition, the Company may become subject to liability for hazards against which it is not insured. The mining industry is highly competitive in all its phases and the Company competes with other mining companies, many with greater financial and technical resources, in the search for, and the acquisition of, mineral resource properties and in the marketing of minerals. Additional risks include the lack of an active market for the Company’s securities and the present intention of the Company not to pay dividends. Certain of the Company’s directors and officers also serve as directors or officers of other public and private resource companies, and to the extent that such other companies may participate in ventures in which the Company may participate, such directors and officers of the Company may have a conflict of interest. Finally, the Company has no history of earnings, and there is no assurance that any of its current or future mineral properties will generate earnings, operate profitably or provide a return on investment in the future. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered considering its early stage of operations.

For a more detailed discussion of the risk factors affecting the Company and its exploration activities, please refer to the Company’s prospectus which can be assessed on the SEDAR+ website at www.sedarplus.com.

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Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Jason Barnard, Chief Executive Officer of Foremost Lithium Resource & Technology Ltd., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Foremost Lithium Resource & Technology Ltd. (the “issuer”) for the interim period ended September 30, 2023.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1.	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework 2013 published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2.	*ICFR* – *material weakness relating to design:* N/A

5.3.	*Limitation on scope of design:* N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 9, 2023

“Jason Barnard”

Jason Barnard

Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Bal Bhullar, Chief Financial Officer of Foremost Lithium Resource & Technology Ltd., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Foremost Lithium Resource & Technology Ltd. (the “issuer”) for the interim period ended September 30, 2023.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1.	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework 2013 published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2.	*ICFR* – *material weakness relating to design:* N/A

5.3.	*Limitation on scope of design:* N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 9, 2023

“Bal Bhullar”

Bal Bhullar

Chief Financial Officer

Foremost Lithium Resource & Technology (FMST) 424B3Prospectus supplement