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Submission Proof - Z:\2023 OPERATIONS\2023 EDGAR\10 October\Ming Shing Group Holdings Limited\10-11-2023\Form Corresp\Draft\Production\Ming Shing Group Holdings Limited 10-11-2023 Form Corresp.gfp

March 25, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

USA

Attention:

 John Coleman

 Craig Arakawa

 Re:

 Snow Lake Resources Ltd.

Form 20-F for the Fiscal Year Ended June 30, 2023

Filed October 31, 2023

File No. 001-41085

Ladies and Gentlemen:

We hereby submit the response of Snow Lake Resources Ltd. (the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated February 23, 2024, providing the Staff’s comments with respect to the Company’s Form 20-F for the fiscal year ended June 30, 2023 (the “Annual Report”). To update certain information in the Annual Report, the Company is filing Amendment No. 1 to the Annual Report on Form 20-F, with the SEC (the “20-F/A1”). Please note that all references to page numbers in the responses are references to the page numbers in the 20-F/A1 submitted concurrently with the submission of this letter in response to the Staff’s comments.

For the convenience of the Staff, the Staff’s comment is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has amended the disclosure on pages 23 - 31 to update our market overview section to reflect current data. We have ensured all tables are legible. We have also amended the disclosure on pages 30 - 31 to include information regarding spodumene concentrate (6% Li2O) 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, 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.

Response: The Company respectfully acknowledges the Staff’s comment and acknowledges Item 1302(d)(4)(ii) of Regulation S-K related to the disclosure of mineral resource estimates and the results of the economic assessment with inferred mineral resources, while showing with equal prominence the mineral resource estimates and the results of the economic assessment without inferred mineral resources.

The 20-F/A1 has been updated and an economic assessment has been added on pages 34, 35, and 55 - 61. Please also see the relevant information from the 20-F/A replicated below for your convenience.

The economic assessment and the results disclosed are preliminary in nature and include inferred mineral 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 key economic results are shown in Table 1 and Table 2 below:

Table 1: Pre-Tax Key Economic Results for All Mineral Resource Estimate and for Measured and Indicated Resources only.

Pre-Tax Economic Results

All Mineral Resources

(With Inferred Resources)

 Measured and Indicated Resources

(Without Inferred Resources)

Net Present Value

 $1.76 Billion

 Net Present Value

 $1.52 Billion

Internal Rate of Return

 208 %

 Internal Rate of Return

 175 %

Payback Period

 14 Months

 Payback Period

 15 Months

Table 2: Post-Tax Key Economic Results for All Mineral Resource Estimate and for Measured and Indicated Resources only.

Post-Tax Economic Results

All Mineral Resources

(With Inferred Resources)

 Measured and Indicated Resources

(Without Inferred Resources)

Net Present Value

 $1.19 Billion

 Net Present Value

 $1.03 Billion

Internal Rate of Return

 170 %

 Internal Rate of Return

 143 %

Payback Period

 14 Months

 Payback Period

 15 Months

The inferred mineral resources used in the cash flow analysis represent 12.6% of all mineral resources.

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 cutoff 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.

Response: The Company respectfully acknowledges the Staff’s comment and acknowledges the error made in disclosing an incorrect pricing of $600 per tonne for spodumene at 6% Li2O. The updated 20-F/A1 discloses a consistent price for spodumene at 6% Li2O of $3,500 per tonne on pages 35 – 36, and 55.

Other values in the table disclosed in the 20-F/A1, including unit mining cost, extraction recovery, unit processing cost, and unit haulage costs have been updated on pages 35 – 36, and 55 to reflect the correct values used in the economic assessment.

4.

 Please include the point of reference with respect to your mineral resources as required by Item 1304(d)(1) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and has amended the disclosure on pages 35 and 36 in response to the Staff’s comment.

Please find below mineral resource estimates for open pit and underground shown in Tables 3 and 4, in accordance with Item 1304(d)(1) of Regulation S-K, for the 20-F/A1 based on spodumene concentrate price of $3500/tonne.

Table 3: Snow Lake Lithium - Summary of Li2O Underground Mineral Resource at The End of The Fiscal Year Ended June 30, 2023 Based on $3,500/ tonne for 6% Li2O

 Resources

 Amount (Tonnes)

 Grade

(%Li2O)

 Cut-off Grade
(%Li2O)

 Metallurgical Recovery

Measured Mineral Resources

 664,540

 1.15

 0.3

 77%

Indicated Mineral Resources

 6,275,985

 1.11

 0.3

 77%

Measured + Indicated Mineral Resources

 6,940,525

 1.13

 0.3

 77%

Inferred Mineral Resources

 774,657

 1.03

 0.3

 77%

Table 4:Snow Lake Lithium - Summary of Li1O Open Pit Mineral Resource at the End of the Fiscal Year Ended June 30, 2023 Based On $3,500 For 6% Li2O

 Resources

 Amount (Tonnes)

 Grade

(%Li2O)

 Cut-off Grade (%Li2O)

 Metallurgical
Recovery

Measured Mineral Resources

 84,092

 0.98

 0.05

 91%

Indicated Mineral Resources

 284,021

 1.03

 0.05

 91%

Measured + Indicated Mineral Resources

 368,113

 1.01

 0.05

 91%

Inferred Mineral Resources

 232,462

 0.87

 0.05

 91%

Please note that the underground and open pit resources are additional with respect to each other, the near-surface parts of Grass River lithium pegmatite dykes are conceptualized as being mined with open pit method; mining then continuing with underground methods to depth.

The price of $3,500/tonne for spodumene at 6% Li2O used in this assessment is considered reasonable and justifiable, since it lies 20% below the Benchmark Mineral Intelligence real pricing (Australia FOB) reported for Quarter 2 2023, and 40% below the real pricing (Australia FOB) reported for Quarter 1 2023 in the disclosed market study.

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.

Response: The Company respectfully acknowledges the Staff’s comment. An assessment has been conducted to compare and comment on the mineral resource estimates for the fiscal years 2022 and 2023 in accordance with item 1304(e) of Regulation S-K. The information is presented below and has been added to the 20-F/A1 on page 37.

Table 5 shows the comparison between resources disclosed at the end of the 2022 fiscal year and at the end of the 2023 fiscal year. Mineral resources have decreased by 17% between 2022 and 2023. It is worth noting that the 2023 resources include open pit material that was not part of the 2022 resource estimate. Additionally, the 2023 mineral resources now include measured classified resources, and the resource estimation method has been updated to optimize and better represent the actual resources within the mineralized blocks and the grade shell was strictly controlled by lithium cut-off grades defining the mineralized intercepts.

Table 5:Mineral Resource Comparison Between 2022 Fiscal Year and 2023 Fiscal Year

 2022 Fiscal Year

 2023 fiscal year

 Amount (tonnes)

 Grade

 (% Li2O)

 Contained Li2O

 Amount (tonnes)

 Grade

(% Li2O)

 Contained

   Li2O

 % Change in
contained Li2O

Measured Mineral Resources

 -

 -

 -

 748,632

 1.13

 8,473

 100%

Indicated Mineral Resources

 9,082,600

 1.00

 90,826

 6,560,006

 1.11

 72,417

 -20%

Inferred Mineral Resources

 1,967,900

 0.98

 19,285

 1,007,119

 0.99

 10,006

 -48%

 Overall Resource Change

 -17%

Despite the change in lithium price between 2022 and 2023, the cut-off grades used for underground mining of 0.3% Li2O is kept the same as it was deemed to be a very conservative estimate. Factors leading to changes between 2022 and 2023 lithium resources:

·Based on additional drilling between fiscal year end of 2022 and 2023, Grass River pegmatite dykes were added to the resource estimation for the 2023 fiscal year. The prior estimate was based solely on the Thompson Brothers pegmatite dyke.

·Grass River mine plan in 2023 includes near-surface open pits, with underground mining to depth as the conceptual mining method.

· Infill drilling conducted between the two fiscal years allowed for drill spacing of sufficient density to now classify a portion of the 2023 resource estimation as Measured Mineral Resource.

Despite the incorporation of additional drill holes into the 2023 resource model, there is a significant reduction of estimated total lithium content between fiscal year 2022 and 2023. A review of estimation methodologies indicates the 2022 resource estimation appears to have been based on looser geological modelling bounds.

The 2023 resource estimate was made utilizing a more precise (most notably, narrower) interpretation of the true width of the ore body; geologic modelling in Leapfrog Geo included generation of grade shells respecting mineralized intercepts (based on composited drill core sampling lithium analysis) with cut-off grade of 0.3% for underground and 0.05% for open pit. Utilizing Leapfrog Edge software, Ordinary Kriging, with dynamic anisotropy settings was used for resource estimation; a reduced block size was utilized to prevent overestimation of high-grade blocks in areas lacking adequate data support. Implicit modeling was applied to optimize the fit of the deposit's morphology.

In conclusion, it is notable that, although there has been a decrease in the contained Li2O, the 2023 resource estimate is a conservative resource model, aligning with industry best practices, providing a robust foundation for future project evaluations and development planning.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has amended the disclosure on pages 36 and 37 in response to the Staff’s comment.

The calculations for the cut-off grade for the open pit mineral resources and the cut-off grade for the underground mineral resources along with the unit operating costs and recoveries used are shown below:

Open pit cut-off grade calculation:

Price of 6% Li2O: $3,500 per tonne

Mining cost: $4.85 per tonne mined

Processing Cost: $10.44 per tonne mined ($15.82 per tonne milled)

Sorting Cost: $1.50 per tonne mined

G&A Cost: $0.99 per tonne mined ($1.50 per tonne milled)

Transportation Cost: $1.50 per tonne mined ($15 per tonne of product transported)

Sorter Recovery: 83%

Processing Recovery for Open pit material: 91%

Underground cut-off grade calculation:

Price of 6% Li2O: $3,500 per tonne

Mining cost: $33.46 per tonne mined

Processing Cost: $10.44 per tonne mined ($15.82 per tonne milled)

Sorting Cost: $1.50 per tonne mined

G&A Cost: $0.99 per tonne mined ($1.50 per tonne milled)

Transportation Cost: $1.50 per tonne mined ($15 per tonne of product transported)

Sorter Recovery: 83%

Processing Recovery for underground material: 77%

A conservative cut-off grade of 0.05% Li2O was chosen for open pit mining and 0.3% Li2O for underground mining. These numbers were chosen to ensure that there is sufficient consideration for the inherent risks of mining and the costs associated. A higher cut-off grade decreases the risks due to uncertain market conditions and fluctuating commodity prices. This also results in less waste being produced and a lower environmental footprint meaning that the mine can meet regulatory requirements easily and more effectively.

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.

Response: The Company respectfully acknowledges the Staff’s comment and the importance of disclosing the internal control related to exploration and mineral resource estimation efforts, in the form of Quality Control and Quality Assurance (QA/QC). The 20-F/A1 has been amended to include the QA/QC section on pages 39 - 54.

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.

Response: The Company respectfully acknowledges the Staff’s comment and the disclosure requirements stated in Item 601(b)(iii)(96)(B)(19) of Regulation S-K and has updated the 20-F/A