SNOW LAKE RESOURCES LTD.
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
October 3, 2022
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E. Washington, D.C. 20549
Attn: Michael Purcell
| Re: | | Snow Lake Resources Ltd. |
| | | Request for Withdrawal of Registration Statement on Form F-1 File No. 333-267600 |
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Dear Mr. Purcell:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Snow Lake Resources Ltd. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form F-1 (File No. 333-267600), initially filed with the Commission on September 19, 2022, as thereafter amended, together with all exhibits thereto (collectively, the “Registration Statement”).
On Thursday, September 29, 2022, at the request of a group of concerned shareholders (the “Concerned Shareholders”) of the Registrant, the King’s Bench of Manitoba (the “Court”) issued an order enjoining the Registrant from issuing any securities prior to October 27, 2022, the record date for the determination of the shareholders entitled to vote at the Company’s annual shareholder meeting set for December 15, 2022. Nova Minerals Limited, the Registrant’s largest shareholder, holding approximately 37% of the issued and outstanding common shares, joined in the proceeding commenced by the Concerned Shareholders. The order also had the effect of forcing the Registrant to withdraw its public offering of common shares pursuant to the Registration Statement filed publicly on September 26, 2022.
At this time, the Registrant has determined not to proceed with its public offering and believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors as contemplated by Rule 477 under the Securities Act.
The Registration Statement was never declared effective. The Registrant confirms that no securities have been sold pursuant to the Registration Statement.
The Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Please send copies of the written order granting withdrawal of the Registration Statement to the undersigned at Snow Lake Resources Ltd., 242 Hargrave Street, #1700, Winnipeg, Manitoba R3C 0V1 Canada, with a copy to the Company’s counsel, Bevilacqua PLLC, Attn: Louis A. Bevilacqua, 1050 Connecticut Avenue, NW, Suite 500, Washington, DC 20036, facsimile number (202) 869-0889.
If you have any further questions regarding this request for withdrawal, or if you require any additional information, please contact Louis A. Bevilacqua, Esq. of Bevilacqua PLLC, U.S. counsel of the Company, at (202) 869-0888, ext. 100.
| | Sincerely, |
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| | SNOW LAKE RESOURCES LTD. |
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| | By: /s/ Philip Gross
Philip Gross
Chief Executive Officer |
cc: Louis A. Bevilacqua, Esq.
