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SEC Comment Letter 0000000000-23-006706 to Snow Lake Resources Ltd. (LITM) (CIK 0001769697) (LITM)

Snow Lake Resources Ltd. (LITM) (CIK 0001769697)
Date: June 22, 2023 · CIK: 0001769697 · Accession: 0000000000-23-006706

AI Filing Summary & Sentiment

File numbers found in text: 333-272324

Date
June 22, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Snow Lake Resources Ltd. (LITM) (CIK 0001769697)

Letter

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.

FirstName LastNamePeretz Schapiro Comapany NameSnow Lake Resources Ltd. June 22, 2023 Page 2 FirstName LastName Peretz Schapiro Snow Lake Resources Ltd. June 22, 2023 Page 2 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.

Show Raw Text
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.

 FirstName LastNamePeretz Schapiro
 Comapany NameSnow Lake Resources Ltd.
 June 22, 2023 Page 2
 FirstName LastName
Peretz Schapiro
Snow Lake Resources Ltd.
June 22, 2023
Page 2
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.