Correspondence 0001753926-23-001075 from Foremost Clean Energy Ltd. (FMST)
Foremost Clean Energy Ltd.
Date: Aug. 16, 2023 · CIK: 0001935418 · Accession: 0001753926-23-001075
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272028
Referenced dates: August 16, 2023
Letter
Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission Foremost Lithium Resource & Technology Ltd. Amendment No. 8 to Registration Statement on Form F-1 Filed August 9, 2023 File No. 333-272028
Dear Sirs and Madams:
This letter responds to the written comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the August 16, 2023 letter regarding the above-referenced Amendment No. 8 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 August 9, 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. 6 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. 8 to Registration Statement on Form F-1 filed August 9, 2023
Treatment of Pre-funded Warrants, page 126
Staff Comment No. 1
1. We note your disclosure about the tax treatment of the Pre-funded Warrants, including that the Pre-funded Warrant should be treated as a separate class of your common shares for U.S. federal income tax purposes and a U.S. Holder of Pre-funded Warrants will not recognize gain or loss upon the exercise of a Pre-funded Warrant. Please attribute this representation of tax consequences to counsel and file a tax opinion pursuant to Item 601(b)(8) of Regulation S-K or advise why the tax consequences of your Pre-funded Warrants are not material to an investor.
Jason Barnard
Foremost Lithium Resource & Technology Ltd.
August 16, 2023
Page
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:
In response to the Staff’s comment, we have revised the disclosure on page 126 to attribute the opinion to Dorsey & Whitney LLP. We have also revised Item 8 of the Form F-1 to include the tax opinion.
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
1
filename1.htm
August
16, 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 U.S. Securities and Exchange Commission
Staff
Comments dated August 16, 2023 regarding
Foremost
Lithium Resource & Technology Ltd.
Amendment No. 8 to Registration Statement on Form F-1
Filed August 9, 2023
File No. 333-272028
Dear
Sirs and Madams:
This
letter responds to the written comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “SEC”) set forth in the August 16, 2023 letter regarding the above-referenced Amendment No. 8 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 August 9, 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. 6 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. 8 to Registration Statement on Form F-1 filed August 9, 2023
Treatment
of Pre-funded Warrants, page 126
Staff
Comment No. 1
1. We note your disclosure
about the tax treatment of the Pre-funded Warrants, including that the Pre-funded Warrant should be treated as a separate class of
your common shares for U.S. federal income tax purposes and a U.S. Holder of Pre-funded Warrants will not recognize gain or loss
upon the exercise of a Pre-funded Warrant. Please attribute this representation of tax consequences to counsel and file a tax
opinion pursuant to Item 601(b)(8) of Regulation S-K or advise why the tax consequences of your Pre-funded Warrants are not material
to an investor.
Jason
Barnard
Foremost
Lithium Resource & Technology Ltd.
August
16, 2023
Page
2
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:
In
response to the Staff’s comment, we have revised the disclosure on page 126 to attribute the opinion to Dorsey & Whitney LLP.
We have also revised Item 8 of the Form F-1 to include the tax opinion.
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.