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Correspondence 0001753926-23-000968 from Foremost Clean Energy Ltd. (FMST)

Foremost Clean Energy Ltd.
Date: July 31, 2023 · CIK: 0001935418 · Accession: 0001753926-23-000968

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File numbers found in text: 333-272028

Referenced dates: July 28, 2023

Date
July 31, 2023
Author
Not clearly detected
Form
CORRESP
Company
Foremost Clean Energy Ltd.

Letter

Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission Foremost Lithium Resource & Technology Ltd. Amendment No. 3 to Registration Statement on Form F-1 Filed July 26, 2023 File No. 333-272028

Dear Sirs and Madams:

This letter responds to the written comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the July 28, 2023 letter regarding the above-referenced Amendment No. 3 to the Registration Statement on Form F-1 (the “Registration Statement”) of Foremost Lithium Resource & Technology Ltd. (the “Company”, “we,” “our,” or “us”) filed on July 26, 2023. For your convenience, the Staff’s comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is submitting via EDGAR an Amendment No. 4 to the Registration Statement, responding to the Staff’s comments and including certain other revisions and updates.

Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Registration Statement.

Our responses are as follows:

Amendment No. 3 to Registration Statement on Form F-1 filed July 26, 2023

Properties

Material Properties - The Lithium Lane Properties

Zoro Property, page 64

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 2

Staff Comment No. 1

1. Please update your disclosures of the inferred mineral resource for the Zoro property on page 76, including the labels and accompanying narratives indicating the estimate has various effective dates, including March 31, 2022, May 25, 2018, and January 16, 2023, as necessary to resolve these inconsistencies and to provide the estimate as of March 31, 2023, the end of your most recently completed fiscal year, to comply with Item 1304(d)(1) of Regulation S-K.

Please also update corresponding references to the estimate, as appear in the second paragraph on page 59 and the table on page 74, and provide any incremental disclosures that are necessary to address change in the estimate since the end of the prior fiscal year to comply with Items 1303(b)(3) and 1304(e) of Regulation S-K.

Company’s Response:

We have updated the disclosures on Pages 59, 64, and 76 of the Registration Statement, and the relevant disclosures in the Technical Report Summary, to update and correct the effective dates.

Change in Registrant’s Certifying Accountant, page

Staff Comment No. 2

2. Please revise your disclosure to indicate you had not consulted with Davidson & Company LLP on any of the matters specified in Item 16(F)(a)(2) of Form 20-F during the two most recent fiscal years and the subsequent interim period through May 25, 2023, which is the date you engaged them to be your auditor rather than through July 25, 2023.

Company’s Response:

We have updated the disclosure on Page 142 of the Registration Statement to change the date to address the Staff’s comment.

Financial Statements

Notes to Financial Statements

Note 1. Nature and Continuance of Operations, page F-11

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 3

Staff Comment No. 3

3. We note your disclosure that on July 5, 2023 you consolidated your common shares on the basis of fifty (50) pre-consolidation common shares for one (1) post-consolidation common share. All shares, warrants and stock options in your consolidated financial statements are on post consolidated basis. Please address the following:

● Have your predecessor auditor provide you an audit opinion which provides audit coverage of the financial statement changes resulting from your share consolidation;

● Remove any remaining disclosures, including on your cover page, that historical financial statements and the notes thereto do not reflect this consolidation; and

● Include disclosure of this July 5, 2023 share consolidation in Note 17- Subsequent Events.

Company’s Response:

We have consulted with the independent auditors and have attached to the Registration Statement revised audit opinions from each of the auditors with the new auditors providing audit coverage of the changes to the 2022 financial statements resulting from the share consolidation.

We have updated the disclosure on the cover page of the Registration Statement to state that the historical financial statements and notes thereto reflect the share consolidation.

The share consolidation was disclosed in the financial statements under Note 1 - Nature and Continuance of Operations. We have also updated the disclosure in Note 17 to include the share consolidation.

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 4

Exhibits and Financial Statement Schedules, page II-4

Staff Comment No. 4

4. We note the consents you have filed as Exhibits 23.4 and 23.5 are dated January 17, 2023, and refer to a Technical Report Summary pertaining to the Zoro Lithium Project, having an effective date of December 28, 2022. However, disclosures on page 15 of the Technical Report Summary at Exhibit 96.1 state the effective date of the report is January 16, 2023, although there are also disclosures on page 22 referencing an effective date of December 28, 2022.

We note that both references appear to differentiate between the effective date of the report and the effective date of the estimate, by indicating the later is July 6, 2018 while expressing an opinion about the absence of change either through March 31, 2022 on page 15, or December 28, 2022 on page 22.

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 5

Please discuss these inconsistent representations about the effective date of the estimate or the opinion regarding the absence of change in the estimate, and the effective date of the report with the third party engineers, and arrange to obtain and file a revised Technical Report Summary that resolves these inconsistencies.

Please also obtain and file updated consents from the third party engineers associated with the Technical Report Summary for the Zoro Property, and the associated disclosures of the estimates that you will need to provide as of March 31, 2023, and ensure that these are referencing the correct date of the Technical Report Summary.

Company’s Response:

We have consulted with the engineers and have resolved the inconsistencies regarding the effective date of the resource estimate. We have attached as exhibits to the Registration Statement an updated Technical Report Summary, dated effective as of March 31, 2023, and updated consents from our third party engineers.

Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (604) 330-8067, or Anthony Epps of Dorsey & Whitney LLP, our outside legal counsel at (303) 352-1109.

Sincerely,
Foremost Lithium Resource & Technology Ltd.

Show Raw Text
CORRESP
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filename1.htm

July 31, 2023

SUBMISSION VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: John Cannarella, Jenifer Gallagher,

John Coleman, Cheryl Brown,

and Laura Nicholson

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated July 28, 2023 regarding

Foremost Lithium Resource & Technology Ltd.

Amendment No. 3 to Registration Statement on Form F-1

Filed July 26, 2023

File No. 333-272028

Dear Sirs and Madams:

This letter responds to the written comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the July
28, 2023 letter regarding the above-referenced Amendment No. 3 to the Registration Statement on Form F-1 (the “Registration
Statement”) of Foremost Lithium Resource & Technology Ltd. (the “Company”, “we,” “our,”
or “us”) filed on July 26, 2023. For your convenience, the Staff’s comments are included below and we have numbered
our responses accordingly. Simultaneously with the transmission of this letter, the Company is submitting via EDGAR an Amendment
No. 4 to the Registration Statement, responding to the Staff’s comments and including certain other revisions and updates.

Page numbers in the text of the Company’s
responses correspond to page numbers in the Registration Statement. Please note that capitalized terms used but not otherwise defined
in this letter have the meanings ascribed to such terms in the Registration Statement.

Our responses are as follows:

Amendment No. 3 to Registration Statement on Form F-1
filed July 26, 2023

Properties

Material Properties - The Lithium Lane Properties

Zoro Property, page 64

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 2

Staff Comment No. 1

1.       Please
update your disclosures of the inferred mineral resource for the Zoro property on page 76, including the labels and accompanying
narratives indicating the estimate has various effective dates, including March 31, 2022, May 25, 2018, and January 16, 2023, as
necessary to resolve these inconsistencies and to provide the estimate as of March 31, 2023, the end of your most recently completed
fiscal year, to comply with Item 1304(d)(1) of Regulation S-K.

Please also update corresponding
references to the estimate, as appear in the second paragraph on page 59 and the table on page 74, and provide any incremental
disclosures that are necessary to address change in the estimate since the end of the prior fiscal year to comply with Items 1303(b)(3)
and 1304(e) of Regulation S-K.

Company’s Response:

We have updated the disclosures on Pages
59, 64, and 76 of the Registration Statement, and the relevant disclosures in the Technical Report Summary, to update and correct
the effective dates.

Change in Registrant’s Certifying Accountant, page
142

Staff Comment No. 2

2.       Please
revise your disclosure to indicate you had not consulted with Davidson & Company LLP on any of the matters specified in Item
16(F)(a)(2) of Form 20-F during the two most recent fiscal years and the subsequent interim period through May 25, 2023, which
is the date you engaged them to be your auditor rather than through July 25, 2023.

Company’s Response:

We have updated the disclosure on Page 142
of the Registration Statement to change the date to address the Staff’s comment.

Financial Statements

Notes to Financial Statements

Note 1. Nature and Continuance of Operations, page F-11

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 3

Staff Comment No. 3

3.       We
note your disclosure that on July 5, 2023 you consolidated your common shares on the basis of fifty (50) pre-consolidation
common shares for one (1) post-consolidation common share. All shares, warrants and stock options in your consolidated financial
statements are on post consolidated basis. Please address the following:

 ● Have your predecessor auditor provide you an audit opinion which provides audit coverage of the financial statement changes
resulting from your share consolidation;

 ● Remove any remaining disclosures, including on your cover page, that historical financial statements and the notes thereto
do not reflect this consolidation; and

 ● Include disclosure of this July 5, 2023 share consolidation in Note 17- Subsequent Events.

Company’s Response:

We have consulted with the independent auditors and
have attached to the Registration Statement revised audit opinions from each of the auditors with the new auditors providing audit coverage
of the changes to the 2022 financial statements resulting from the share consolidation.

We have updated the disclosure on the cover page of the Registration Statement to state that the
historical financial statements and notes thereto reflect the share consolidation.

The share consolidation was disclosed in
the financial statements under Note 1 - Nature and Continuance of Operations. We have also updated the disclosure in Note 17 to
include the share consolidation.

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 4

Exhibits and Financial Statement Schedules, page II-4

Staff Comment No. 4

4.       We
note the consents you have filed as Exhibits 23.4 and 23.5 are dated January 17, 2023, and refer to a Technical Report Summary
pertaining to the Zoro Lithium Project, having an effective date of December 28, 2022. However, disclosures on page 15 of the Technical
Report Summary at Exhibit 96.1 state the effective date of the report is January 16, 2023, although there are also disclosures
on page 22 referencing an effective date of December 28, 2022.

We note that both references appear to differentiate
between the effective date of the report and the effective date of the estimate, by indicating the later is July 6, 2018 while
expressing an opinion about the absence of change either through March 31, 2022 on page 15, or December 28, 2022 on page
22.

Jason Barnard

Foremost Lithium Resource & Technology Ltd.

July 31, 2023

Page 5

Please discuss these inconsistent representations
about the effective date of the estimate or the opinion regarding the absence of change in the estimate, and the effective date
of the report with the third party engineers, and arrange to obtain and file a revised Technical Report Summary that resolves these
inconsistencies.

Please also obtain and file updated consents from
the third party engineers associated with the Technical Report Summary for the Zoro Property, and the associated disclosures of
the estimates that you will need to provide as of March 31, 2023, and ensure that these are referencing the correct date of
the Technical Report Summary.

Company’s Response:

We have consulted with the engineers and have
resolved the inconsistencies regarding the effective date of the resource estimate. We have attached as exhibits to the Registration
Statement an updated Technical Report Summary, dated effective as of March 31, 2023, and updated consents from our third party engineers.

Thank you for your review of the filing.
If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (604) 330-8067,
or Anthony Epps of Dorsey & Whitney LLP, our outside legal counsel at (303) 352-1109.

    Sincerely,

    Foremost Lithium Resource & Technology Ltd.

    Jason Barnard

    President and Chief Executive Officer

 cc: Anthony Epps, Esq.