| Item 1. | |
| (a) | Name of issuer:
Snow Lake Resources Ltd. |
| (b) | Address of issuer's principal executive
offices:
360 Main Street, 30th Floor, Winnipeg, MB R3C 0V1, Canada. |
| Item 2. | |
| (a) | Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management"); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. |
| (b) | Address or principal business office or, if
none, residence:
2 Wooster Street, 2nd Floor, New York, NY 10013. |
| (c) | Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States. |
| (d) | Title of class of securities:
Common Shares, no par value |
| (e) | CUSIP No.:
83336J208 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 56,756,516 Common Shares outstanding, as disclosed in the prospectus supplement of the Issuer, dated December 19, 2024, to the registration statement on Form F-3 (File No. 333-272324), declared effective by the U.S. Securities and Exchange Commission on August 9, 2023, and (ii) 4,875,000 Common Shares held by 3i (the "Shares").
3i is the beneficial owner of the Shares and has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i. |
| (b) | Percent of class:
8.6 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
3i: 0.00
3i Management: 0.00
Mr. Tarlow: 0.00
|
| | (ii) Shared power to vote or to direct the
vote:
3i: 4,875,000.00
3i Management: 4,875,000.00
Mr. Tarlow: 4,875,000.00
|
| | (iii) Sole power to dispose or to direct the
disposition of:
3i: 0.00
3i Management: 0.00
Mr. Tarlow: 0.00
|
| | (iv) Shared power to dispose or to direct the
disposition of:
3i: 4,875,000.00
3i Management: 4,875,000.00
Mr. Tarlow: 4,875,000.00
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed herewith. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)