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SEC Comment Letter 0000000000-24-002051 to Snow Lake Resources Ltd. (LITM) (CIK 0001769697) (LITM)

Snow Lake Resources Ltd. (LITM) (CIK 0001769697)
Date: Feb. 23, 2024 · CIK: 0001769697 · Accession: 0000000000-24-002051

AI Filing Summary & Sentiment

File numbers found in text: 001-41085

Date
February 23, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Snow Lake Resources Ltd. (LITM) (CIK 0001769697)

Letter

United States securities and exchange commission logo February 23, 2024 Frank Wheatley Chief Executive Officer Snow Lake Resources Ltd. 360 Main St 30th Floor Winnipeg, MB R3C 0V1 Canada Re:Snow Lake Resources Ltd. Form 20-F for the Fiscal Year Ended June 30, 2023 Filed October 31, 2023 File No. 001-41085 Dear Frank Wheatley: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 20-F for the Fiscal Year Ended June 30, 2023 Item 4. Information on the Company, page 20 1.Please update your market overview to reflect current data and to ensure all tables are legible, such as the lithium carbonate and lithium hydroxide charts on page 26. Additionally we note that your business plan envisions producing a spodumene concentrate, therefore the market overview should also include information regarding spodumene concentrate price trends. 2.We note your disclosure on page 37 that presents certain highlights of your initial assessment. If providing an economic analysis in an initial assessment, inferred resources may be included in the economic analysis, provided the information under Item 1302(d)(4)(ii) of Regulation S-K is also provided. This is required disclosure in the initial assessment that forms part of the economic analysis, and therefore should accompany the economic results in other disclosures, such as your 20-F filing.

The information required includes a statement that the assessment is preliminary in nature,

FirstName LastNameFrank Wheatley Comapany NameSnow Lake Resources Ltd. February 23, 2024 Page 2 FirstName LastName Frank Wheatley Snow Lake Resources Ltd. February 23, 2024 Page 2 it includes inferred resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized; the percentage of mineral resources used in the cash flow analysis that are classified as inferred should be disclosed; and the results of the economic analysis without inferred resources should be disclosed.

The information required under Item 1302(d)(4)(ii) of Regulation S-K should be provided with equal prominence to the rest of the results, in context and format. Please revise to include this information. 3.We note your disclosure on page 40 that includes a 6% lithium dioxide concentrate price of $600 per tonne, that is associated with your mineral resource and mineral resource cut- off grade. This price appears to be different than the $3500 per tonne price that is included in your technical report summary. Please explain why these prices are different and revise your disclosure as necessary to present consistent pricing.

In your response please tell us how you determined this price to be a reasonable and justifiable price, as required by Item 1304(d)(1) of Regulation S-K. 4.Please include the point of reference with respect to your mineral resources as required by Item 1304(d)(1) of Regulation S-K. 5.Please revise to compare your mineral resources as of the end of the last fiscal year with the mineral resources as of the end of the preceding fiscal year, as required by Item 1304(e) of Regulation S-K. 6.We note that you have used a cut-off grade of 0.3% lithium dioxide for resource reporting. Please provide us with the equation for your cut-off grade and tell us how the 0.3% cut-off was calculated. 7.In a separate section, please revise to include the information required by Item 1305 of Regulation S-K with respect to your internal controls related to exploration and mineral resource and reserve estimation, or tell us where this information is located in your filing. Item 19. Exhibits 96.1, page 101 8.Please revise to include your entire life-of-mine discounted cash flow analysis, including your production schedule, revenues, mining and processing costs, royalties, and taxes, to comply with Item 601(b)(96)(iii)(B)(19) of Regulation S-K. This should be included for the inferred and non-inferred resource case. In addition, please tell us if transportation costs have been included in the cash flow analysis.

FirstName LastNameFrank Wheatley Comapany NameSnow Lake Resources Ltd. February 23, 2024 Page 3 FirstName LastName Frank Wheatley Snow Lake Resources Ltd. February 23, 2024 Page 3 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. Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-360 if you have questions regarding comments. Sincerely, Division of Corporation Finance Office of Energy & Transportation

Show Raw Text
United States securities and exchange commission logo
February 23, 2024
Frank Wheatley
Chief Executive Officer
Snow Lake Resources Ltd.
360 Main St 30th Floor
Winnipeg, MB R3C 0V1
Canada
Re:Snow Lake Resources Ltd.
Form 20-F for the Fiscal Year Ended June 30, 2023
Filed October 31, 2023
File No. 001-41085
Dear Frank Wheatley:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2023
Item 4. Information on the Company, page 20
1.Please update your market overview to reflect current data and to ensure all tables are
legible, such as the lithium carbonate and lithium hydroxide charts on page 26.
Additionally we note that your business plan envisions producing a spodumene
concentrate, therefore the market overview should also include information regarding
spodumene concentrate price trends.
2.We note your disclosure on page 37 that presents certain highlights of your initial
assessment.  If providing an economic analysis in an initial assessment, inferred resources
may be included in the economic analysis, provided the information under Item
1302(d)(4)(ii) of Regulation S-K is also provided. This is required disclosure in the initial
assessment that forms part of the economic analysis, and therefore should accompany the
economic results in other disclosures, such as your 20-F filing.

The information required includes a statement that the assessment is preliminary in nature,

 FirstName LastNameFrank Wheatley
 Comapany NameSnow Lake Resources Ltd.
 February 23, 2024 Page 2
 FirstName LastName
Frank Wheatley
Snow Lake Resources Ltd.
February 23, 2024
Page 2
it includes inferred resources that are considered too speculative geologically to have
modifying factors applied to them that would enable them to be categorized as mineral
reserves, and there is no certainty that this economic assessment will be realized; the
percentage of mineral resources used in the cash flow analysis that are classified as
inferred should be disclosed; and the results of the economic analysis without inferred
resources should be disclosed.

The information required under Item 1302(d)(4)(ii) of Regulation S-K should be provided
with equal prominence to the rest of the results, in context and format. Please revise to
include this information.
3.We note your disclosure on page 40 that includes a 6% lithium dioxide concentrate price
of $600 per tonne, that is associated with your mineral resource and mineral resource cut-
off grade.  This price appears to be different than the $3500 per tonne price that is
included in your technical report summary.  Please explain why these prices are different
and revise your disclosure as necessary to present consistent pricing.

In your response please tell us how you determined this price to be a reasonable and
justifiable price, as required by Item 1304(d)(1) of Regulation S-K.
4.Please include the point of reference with respect to your mineral resources as required by
Item 1304(d)(1) of Regulation S-K.
5.Please revise to compare your mineral resources as of the end of the last fiscal year
with the mineral resources as of the end of the preceding fiscal year, as required by Item
1304(e) of Regulation S-K.
6.We note that you have used a cut-off grade of 0.3% lithium dioxide for resource
reporting.  Please provide us with the equation for your cut-off grade and tell us how the
0.3% cut-off was calculated.
7.In a separate section, please revise to include the information required by Item 1305 of
Regulation S-K with respect to your internal controls related to exploration and mineral
resource and reserve estimation, or tell us where this information is located in your filing.
Item 19. Exhibits
96.1, page 101
8.Please revise to include your entire life-of-mine discounted cash flow analysis, including
your production schedule, revenues, mining and processing costs, royalties, and taxes, to
comply with Item 601(b)(96)(iii)(B)(19) of Regulation S-K. This should be included for
the inferred and non-inferred resource case. In addition, please tell us if transportation
costs have been included in the cash flow analysis.

 FirstName LastNameFrank Wheatley
 Comapany NameSnow Lake Resources Ltd.
 February 23, 2024 Page 3
 FirstName LastName
Frank Wheatley
Snow Lake Resources Ltd.
February 23, 2024
Page 3
            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.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-360 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation