United States securities and exchange commission logo
June 22, 2023
Peretz Schapiro
Interim Chief Operating Officer
Snow Lake Resources Ltd.
360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada
Re: Snow Lake Resources
Ltd.
Registration
Statement on Form F-3
Filed June 1, 2023
File No. 333-272324
Dear Peretz Schapiro:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed June 1, 2023
General
1. We note disclosure in
your Form 20-F for the year ended June 30, 2022 that, on Thursday,
September 29, 2022, at
the request of the concerned shareholders of the Company, the
Manitoba Court issued
an order enjoining the Company from issuing any securities prior
to October 27, 2022. We
further note disclosure in your Form 6-K filed December 6,
2022, regarding certain
Notices of Application and Motion filed in the Court of King s
Bench, Winnipeg Centre
on November 3, 2022 and November 7, 2022, respectively,
by Nova Minerals Ltd.
and other Dissident Shareholders. Please tell us whether this or
other shareholder
litigation remains active and whether such litigation may affect your
ability to conduct this
offering as described.
Peretz Schapiro
FirstName
Snow LakeLastNamePeretz
Resources Ltd. Schapiro
Comapany
June NameSnow Lake Resources Ltd.
22, 2023
June 22,
Page 2 2023 Page 2
FirstName LastName
2. We note your cover page disclosure that one or more selling
securityholders may offer
and sell securities under your prospectus. Please revise to disclose:
The aggregate number of securities being offered by the selling
shareholders;
The initial offering transaction or transactions in which the
securities were sold
pursuant to Rule 430B(b)(2)(iii) of the Securities Act; and
Confirm that all of the securities offered by the selling
shareholders were issued and
outstanding prior to filing your registration statement.
Please also revise your fee table to include the securities being
registered for resale.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or
Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Energy & Transportation
cc: Mark Katzoff, Esq.