SecProbe.io

CORRESP
 1
 filename1.htm

 8-7-25
 VIA
 EDGAR
 Securities
 and Exchange Commission
 Division
 of Corporation Finance
 100
 F. Street, N.E.
 Washington,
 D.C. 20549

 Re:
 Foremost Clean Energy Ltd. (the " Company ")
 Registration
 Statement on Form F-3
 File
 No. 333-289277

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 PM Eastern Time on August
8, 2025 or as soon thereafter as is practicable.

 Very
 truly yours,

 FOREMOST
 CLEAN ENERGY LTD.

 By:  /s/Jason
 Barnard

 Name:
 Jason Barnard

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 August 7, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Foremost Clean Energy Ltd.

 Registration Statement on Form F-3

 File No. 333-289277

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act
of 1933, as amended (the " Act "), we, as sales agent for the above-referenced offering, hereby join in the request of
Foremost Clean Energy Ltd. (the " Company ") for acceleration of the effective date of the above-named Registration Statement
so that it becomes effective at 4:30 PM, Eastern Time, on August 8, 2025, or as soon thereafter as practicable, or at such other time
as the Company or its outside counsel, Dorsey & Whitney LLP, request by telephone that such Registration Statement be declared effective.

 We, the undersigned, as sales agent, have complied
and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 CANACCORD GENUITY LLC

 By:
 /s/ Jennifer Pardi

 Name:
 Jennifer Pardi

 Title:

 Managing Director

CORRESP
 1
 filename1.htm

 August 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Foremost Clean Energy Ltd.

 Registration Statement on Form F-3

 File No. 333-289277

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act
of 1933, as amended (the " Act "), we, as sales agent for the above-referenced offering, hereby join in the request of
Foremost Clean Energy Ltd. (the " Company ") for acceleration of the effective date of the above-named Registration Statement
so that it becomes effective at 4:30 PM, Eastern Time, on August 7, 2025, or as soon thereafter as practicable, or at such other time
as the Company or its outside counsel, Dorsey & Whitney LLP, request by telephone that such Registration Statement be declared effective.

 We, the undersigned, as sales agent, have complied
and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 CANACCORD GENUITY LLC

 By:
 /s/ Jennifer Pardi

 Name:
 Jennifer Pardi

 Title:

 Managing Director

CORRESP
 1
 filename1.htm

 August 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Foremost Clean Energy Ltd.

 Registration Statement on Form F-3

 File No. 333-289277

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence
via EDGAR on August 6, 2025, in which we, as sales agent of Foremost Clean Energy Ltd.'s (the " Company ") proposed
public offering, joined the Company's request for acceleration of the effective date of the above-referenced Registration Statement
for August 7, 2025 at 4:30 PM Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no
longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for
acceleration of the effective date.

 Very truly yours,

 CANACCORD GENUITY LLC

 By:
 /s/ Jennifer Pardi

 Name:
 Jennifer Pardi

 Title:

 Managing Director

CORRESP
 1
 filename1.htm

 [LETTERHEAD OF FOREMOST CLEAN ENERGY LTD.]

 8-6-25

 VIA EDGAR
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re: Foremost Clean Energy Ltd. (the " Company ")
 Registration Statement on Form F-3
 File No. 333-289277

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective
at 4:30 PM Eastern Time on August 7, 2025 or as soon thereafter as is practicable.

 Very truly yours,

 FOREMOST CLEAN ENERGY LTD.

 By: /s/Jason Barnard
 Name: Jason Barnard
 Title: Chief Executive Officer

CORRESP
 1
 filename1.htm

 [LETTERHEAD OF FOREMOST CLEAN ENERGY LTD.]

 8-6-25

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re: Foremost Clean Energy Ltd. (the " Company ")
 Registration Statement on Form F-3
 File No. 333-289277

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence via EDGAR on August 6, 2025, in which
we requested the acceleration of the effective date of the above-referenced Registration Statement for Thursday, August 7, 2025, at 4:30
p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 FOREMOST CLEAN ENERGY LTD.

 By: /s/ Jason Barnard
 Name: Jason Barnard
 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Jason Barnard
Chief Executive Officer
Foremost Clean Energy Ltd.
750 West Pender Street, Suite 250
Vancouver, British Columbia
V7Y 1K3
Canada

 Re: Foremost Clean Energy Ltd.
 Draft Registration Statement on Form F-3
 Submitted July 28, 2025
 CIK No. 0001935418
Dear Jason Barnard:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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 Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Anthony Epps
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 [LETTERHEAD OF FOREMOST CLEAN ENERGY LTD.]

 8-1-25

 VIA EDGAR
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re: Foremost Clean Energy Ltd. (the " Company ")
 Post Effective Amendment No. 2 to the Registration Statement on Form F-1
 File No. 333-272028

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective
at 3:00 PM on August 8, 2025 or as soon thereafter as is practicable.

 Very truly yours,

 FOREMOST CLEAN ENERGY LTD.

 By :/s/Jason Barnard

 Name: Jason Barnard
 Title: Chief Executive Officer

CORRESP
1
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    August 21, 2023

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re: Foremost Lithium Resource & Technology Ltd. (the "Company")

    Registration Statement on Form F-1

    File No. 333-272028

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as
amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so
that the same will become effective at 5:00 PM on August 21, 2023, or as soon thereafter as is practicable, unless we or our outside counsel,
Dorsey & Whitney LLP, request by telephone that such Registration Statement be declared effective at some other time.

    Very truly yours,

    Foremost Lithium Resource & Technology Ltd.

    By:
    /s/ Jason Barnard

    Name: Jason Barnard

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Fl.

New
York, NY 10004

VIA
EDGAR

August
21, 2023

Laura
Nicholson

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    Re:
    Foremost Lithium Resource & Technology Ltd.
    (the “Company”)

    Registration Statement on Form F-1/A, filed on August
    16, 2023 (the “Registration Statement”)

    File No. 333-272028

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, ThinkEquity LLC, acting as representative of the underwriters, hereby joins the Company in requesting acceleration of the effective
date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on August 21, 2023,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 16,
2023 to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

Very
truly yours,

THINKEQUITY
LLC

    By:
    /s/
    Eric Lord

    Name:
     Eric Lord

    Title:
     Head of Investment Banking

United States securities and exchange commission logo
August 16, 2023
Jason Barnard
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 8 to Registration Statement on Form F-1
Filed August 9, 2023
File No. 333-272028
Dear Jason Barnard:
            We have reviewed your amended registration statement and have the following
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
Amendment No. 8 to the Registration Statement on Form S-1
Material United States Federal Income Tax Considerations
Treatment of Pre-funded Warrants, page 126
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.

 FirstName LastNameJason Barnard
 Comapany NameForemost Lithium Resource & Technology Ltd.
 August 16, 2023 Page 2
 FirstName LastName
Jason Barnard
Foremost Lithium Resource & Technology Ltd.
August 16, 2023
Page 2
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.

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.

CORRESP
1
filename1.htm

    August 7, 2023
    Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re: Foremost Lithium Resource & Technology Ltd. (the "Company")

Registration Statement on Form F-1

File No. 333-272028

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on August 3, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Monday, August 7, 2023, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are
no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request
for acceleration of the effective date.

    Very truly yours,

    Foremost Lithium Resource & Technology Ltd.

    By:
    /s/ Jason Barnard

    Name: Jason Barnard

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Fl.

New
York, NY 10004

VIA
EDGAR

August
7, 2023

Laura
Nicholson

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    Re:
    Foremost Lithium Resource & Technology Ltd.
    (the “Company”)

    Withdrawal of Acceleration Request - Registration
    Statement on Form F-1/A, filed on July 31, 2023 (the “Registration Statement”)

    File No. 333-272028

Ladies
and Gentlemen:

On
August 3, 2023, we, as the representative of the underwriters, filed a letter with the U.S. Securities and Exchange Commission via EDGAR
requesting, pursuant to Rule 461 under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced
Registration Statement so that it may be declared effective at 5:00 p.m., Eastern Time, on August 7, 2023, or as soon thereafter as practicable.
We are no longer requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally
withdraw such request for acceleration.

Very
truly yours,

THINKEQUITY
LLC

    By:
    /s/
    Eric Lord

    Name:
     Eric Lord

    Title:
     Head of Investment Banking

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Fl.

New
York, NY 10004

VIA
EDGAR

August
3, 2023

Laura
Nicholson

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    Re:
    Foremost Lithium Resource & Technology Ltd.
    (the “Company”)

    Withdrawal of Acceleration Request - Registration
    Statement on Form F-1/A, filed on July 31, 2023 (the “Registration Statement”)

    File No. 333-272028

Ladies
and Gentlemen:

On
August 1, 2023, we, as the representative of the underwriters, filed a letter with the U.S. Securities and Exchange Commission via EDGAR
requesting, pursuant to Rule 461 under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced
Registration Statement so that it may be declared effective at 5:00 p.m., Eastern Time, on August 3, 2023, or as soon thereafter as practicable.
We are no longer requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally
withdraw such request for acceleration.

Very
truly yours,

THINKEQUITY
LLC

    By:
    /s/
    Eric Lord

    Name:
     Eric Lord

    Title:
     Head of Investment Banking

CORRESP
1
filename1.htm

ThinkEquity LLC

17 State Street, 41st Fl.

New York, NY 10004

VIA EDGAR

August 3, 2023

Laura Nicholson

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

    Re:
    Foremost Lithium Resource & Technology Ltd. (the “Company”)

    Registration Statement on Form F-1/A, filed on July 31, 2023 (the “Registration Statement”)

    File No. 333-272028

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, ThinkEquity LLC, acting as representative
of the underwriters, hereby joins the Company in requesting acceleration of the effective date of the above-referenced Registration Statement
so that it will become effective at 5:00 p.m., Eastern Time, on August 7, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise
you that we have distributed as many copies of the Preliminary Prospectus dated August 3, 2023 to selected dealers, institutions and others
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

THINKEQUITY LLC

    By:
    /s/ Eric Lord

    Name:
     Eric Lord

    Title:
     Head of Investment Banking

CORRESP
1
filename1.htm

    August
                                            3, 2023

    VIA
    EDGAR

    Securities
    and Exchange Commission

    Division
    of Corporation Finance

    100
    F. Street, N.E.

    Washington,
    D.C. 20549

    Re:
                                            Foremost Lithium Resource & Technology Ltd. (the "Company")

    Registration
    Statement on Form F-1

    File
    No. 333-272028

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM on August 7, 2023, or
as soon thereafter as is practicable, unless we or our outside counsel, Dorsey & Whitney LLP, request by telephone that such Registration
Statement be declared effective at some other time.

    Very
    truly yours,

    Foremost
    Lithium Resource & Technology Ltd.

    By:
    /s/
    Jason Barnard

    Name:
    Jason Barnard

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

    August
    3, 2023
    Via
    Edgar

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:
Foremost Lithium Resource & Technology Ltd. (the "Company")

Registration
Statement on Form F-1

File
No. 333-272028

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 1, 2023, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Thursday, August 3, 2023, at 5:00 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time, and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    Foremost Lithium
    Resource & Technology Ltd.

    By:
    /s/
    Jason Barnard

    Name: Jason Barnard

    Title: Chief Executive
    Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Fl.

New
York, NY 10004

VIA
EDGAR

August
1, 2023

Laura
Nicholson

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    Re:
    Foremost Lithium Resource & Technology Ltd.
    (the “Company”)

    Registration Statement on Form F-1/A, filed on July
    31, 2023 (the “Registration Statement”)

    File No. 333-272028

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, ThinkEquity LLC, acting as representative of the underwriters, hereby joins the Company in requesting acceleration of the effective
date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on August 3, 2023, or
as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 3,
2023 to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

Very
truly yours,

THINKEQUITY
LLC

    By:
    /s/
    Eric Lord

    Name:
     Eric Lord

    Title:
     Head of Investment Banking

CORRESP
1
filename1.htm

    August
                                            1, 2023

    VIA
    EDGAR

    Securities
    and Exchange Commission

    Division
    of Corporation Finance

    100
    F. Street, N.E.

    Washington,
    D.C. 20549

    Re:
                                            Foremost Lithium Resource & Technology Ltd. (the "Company")

    Registration
    Statement on Form F-1

    File
    No. 333-272028

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM on August 3, 2023, or
as soon thereafter as is practicable, unless we or our outside counsel, Dorsey & Whitney LLP, request by telephone that such Registration
Statement be declared effective at some other time.

    Very
    truly yours,

    Foremost
    Lithium Resource & Technology Ltd.

    By:
    /s/
    Jason Barnard

    Name:
    Jason Barnard

    Title:
    Chief Executive Officer

CORRESP
1
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.

United States securities and exchange commission logo
July 28, 2023
Jason Barnard
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed July 26, 2023
File No. 333-272028
Dear Jason Barnard:
            We have reviewed your amended registration statement and have the following
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.
Amendment No. 3 to Registration Statement on Form F-1 filed on July 26, 2023
Properties
Material Properties - The Lithium Lane Properties
Zoro Property, page 64
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.

 FirstName LastNameJason Barnard
 Comapany NameForemost Lithium Resource & Technology Ltd.
 July 28, 2023 Page 2
 FirstName LastNameJason Barnard
Foremost Lithium Resource & Technology Ltd.
July 28, 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.
Change in Registrant's Certifying Accountant, page 142
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.
Financial Statements
Notes to Financial Statements
Note 1. Nature and Continuance of Operations, page F-11
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.
Exhibits and Financial Statement Schedules, page II-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.

 FirstName LastNameJason Barnard
 Comapany NameForemost Lithium Resource & Technology Ltd.
 July 28, 2023 Page 3
 FirstName LastName
Jason Barnard
Foremost Lithium Resource & Technology Ltd.
July 28, 2023
Page 3

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.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.

CORRESP
1
filename1.htm

July 25,
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 Cannerella, Jenifer Gallagher,

John
Coleman, Cheryl Brown,

and
Laura Nicholson

 Re: Responses
                                            to the Securities and Exchange Commission

Staff
Comments dated July 17, 2023 regarding

Foremost
Lithium Resource & Technology Ltd.

Amendment No. 2 to Registration Statement on Form F-1

Filed July 7, 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 17, 2023 letter regarding the above-referenced Amendment No. 2 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 7, 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.
3 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. 2 to Registration Statement on Form F-1 filed July 7, 2023

The
Offering, page 12

Staff
Comment No. 1

We
note your reference on page 13 to the option of the underwriters to purchase an additional 52,272 common shares. Please reconcile this
amount with other disclosure in your prospectus that you have granted to the underwriters a 45-day option to purchase up to an additional
15% of the common shares sold in the offering (136,363 additional shares).

Jason
Barnard

Foremost
Lithium Resource & Technology Ltd.

July
25, 2023

Page
2

Company’s
Response:

We
have amended page 13 of the Registration Statement to refer to the correct number of over-allotment shares, which has increased as a
result of the increased size of the offering.

Financial
Statements, page F-1

Staff
Comment No. 2

Please
update your financial statements and related disclosures throughout your registration statement as required by Item 8.A.4 of Form 20-F.

Company’s
Response:

We
have updated the financial statements and related disclosures in the Registration Statement to include audited financial statements for
the year ended March 31, 2023.

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.

United States securities and exchange commission logo
July 17, 2023
Jason Barnard
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed July 7, 2023
File No. 333-272028
Dear Jason Barnard:
            We have reviewed your amended registration statement and have the following
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.
Amendment No. 2 to Registration Statement on Form F-1 filed July 7, 2023
The Offering, page 12
1.We note your reference on page 13 to the option of the underwriters to purchase an
additional 52,272 common shares.  Please reconcile this amount with other disclosure in
your prospectus that you have granted to the underwriters a 45-day option to purchase up
to an additional 15% of the common shares sold in the offering (136,363 additional
shares).
Financial Statements, page F-1
2.Please update your financial statements and related disclosures throughout your
registration statement as required by Item 8.A.4 of Form 20-F.

 FirstName LastNameJason Barnard
 Comapany NameForemost Lithium Resource & Technology Ltd.
 July 17, 2023 Page 2
 FirstName LastName
Jason Barnard
Foremost Lithium Resource & Technology Ltd.
July 17, 2023
Page 2
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.

CORRESP
1
filename1.htm

July 7, 2023

SUBMISSION VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

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 June 15, 2023 regarding

    Foremost Lithium Resource & Technology Ltd.

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

    Filed June 6, 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 June 15, 2023 letter regarding the above-referenced
Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) of Foremost Lithium Resource & Technology
Ltd. (the “Company”, “we,” “our,” or “us”) filed on June 6, 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 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. 1 to Registration Statement on Form F-1
filed June 6, 2023

Dilution, page 33

Staff Comment No. 1

We note that your dilution table assumes
US$((2,069,200)) of net tangible book value and US$10,961,111 of pro forma as adjusted net tangible book value as of December 31,
2022. Please provide us with a reconciliation of each of these amounts starting with amounts reflected in your financial statements and
all adjustments utilized in your calculation of net tangible book value and pro forma as adjusted net tangible book value.

Company’s Response

There was an error in the calculation
in the F-1/A previously filed. We have revised the disclosure on page 33 to provide a corrected pro forma as adjusted net tangible book
value of $1,765,212, being the sum of the actual net tangible book value of $(2,069,200) and the estimated net proceeds of the offering
of $3,834,412.

Description of Share Capital, page 116

Staff Comment No. 2

In your response to prior comment 7
you state that the share consolidation will occur prior to effectiveness of the registration statement at a ratio between 40 and 60. We
note you have presented certain share information in this amendment to the registration statement which gives effect to the share consolidation
at an assumed ratio of 1-for-50. Further, we note you indicate in your response that the share consolidation will be reflected retrospectively
in your financial statements for the year ended March 31, 2023. Please clarify whether it is your intent to retrospectively present
the share consolidation in the historical financial statements included in the registration statement prior to effectiveness pursuant
to paragraph 64 of IAS 33, or you intend to depict the share consolidation in a pro forma presentation outside of the historical
financial statements.

Securities and Exchange Commission

Page 2

Company’s Response

We have revised the registration statement
on page 14 to provide a pro forma presentation of the summary financial statements reflecting the share consolidation.

Exhibits

Staff Comment No. 3

We note that the fee table included
in Exhibit 107 indicates that it includes common stock issuable upon exercise of the underwriters’ over-allotment option to
purchase additional shares in an amount representing 15% of the common shares sold in the offering. However, it does not appear that the
calculations in the fee table include all shares of common stock quantified on the prospectus cover page, including the shares underlying
the over-allotment option, at the high end of the price range disclosed on the prospectus cover page. Please revise.

Company’s Response

We have revised the fee table on Exhibit
107 to reflect the shares to be offered, at the high end of the price range, as disclosed on the prospectus cover page.

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,

    /s/ Jason Barnard

    Foremost Lithium Resource & Technology Ltd.

    Jason Barnard

    President and Chief Executive Officer

 cc: Anthony Epps, Esq., Dorsey & Whitney LLP

United States securities and exchange commission logo
June 15, 2023
Jason Barnard
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed June 6, 2023
File No. 333-272028
Dear Jason Barnard:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our May 31, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed June 6, 2023
Dilution, page 33
1.We note that your dilution table assumes US$((2,069,200)) of net tangible book value and
US$10,961,111 of pro forma as adjusted net tangible book value as of December 31,
2022.  Please provide us with a reconciliation of each of these amounts starting with
amounts reflected in your financial statements and all adjustments utilized in your
calculation of net tangible book value and pro forma as adjusted net tangible book value.

 FirstName LastNameJason Barnard
 Comapany NameForemost Lithium Resource & Technology Ltd.
 June 15, 2023 Page 2
 FirstName LastName
Jason Barnard
Foremost Lithium Resource & Technology Ltd.
June 15, 2023
Page 2
Description of Share Capital, page 116
2.In your response to prior comment 7 you state that the share consolidation will occur prior
to effectiveness of the registration statement at a ratio between 40 and 60.  We note you
have presented certain share information in this amendment to the registration statement
which gives effect to the share consolidation at an assumed ratio of 1-for-50.  Further, we
note you indicate in your response that the share consolidation will be reflected
retrospectively in your financial statements for the year ended March 31, 2023.  Please
clarify whether it is your intent to retrospectively present the share consolidation in the
historical financial statements included in the registration statement prior to effectiveness
pursuant to paragraph 64 of IAS 33, or you intend to depict the share consolidation in a
pro forma presentation outside of the historical financial statements.
Exhibits
3.We note that the fee table included in Exhibit 107 indicates that it includes common stock
issuable upon exercise of the underwriters’ over-allotment option to purchase additional
shares in an amount representing 15% of the common shares sold in the offering.
However, it does not appear that the calculations in the fee table include all shares of
common stock quantified on the prospectus cover page, including the shares underlying
the over-allotment option, at the high end of the price range disclosed on the prospectus
cover page.  Please revise.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters. For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.

CORRESP
1
filename1.htm

June 6, 2023

SUBMISSION
VIA EDGAR

Division
of Corporation Finance

Office
of Life Sciences

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 May 31, 2023 regarding

Foremost
Lithium Resource & Technology Ltd.

Registration Statement on Form F-1 Filed May 18, 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 May 31, 2023 letter regarding the above-referenced Registration Statement on Form F-1
(the “Registration Statement”) of Foremost Lithium Resource & Technology Ltd. (the “Company”,
“we,” “our,” or “us”) filed on May 18, 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 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:

Registration
Statement on Form F-1 filed May 18, 2023

Cover
Page

Staff Comment No. 1

We
note your disclosure that your board of directors intends to effect a share consolidation of your outstanding common shares in connection
with this offering and your intended listing of your common shares on the Nasdaq Capital Market, “to result in a price per share
between approximately US$5.00 to US$6.00.” If US$5.00 to US$6.00 is the bona fide estimate of the range of the maximum offering
price of the securities disclosed pursuant to Instruction 1 to Item 501(b)(3) of Regulation S-K, please revise to clarify, if true, that
you expect the initial public offering price to be between US$5.00 to US$6.00 per share.

Company’s
Response:

We
have revised the disclosure on the cover page of the Registration Statement to clarify that we estimate that the public offering price
per share will be between US$5.00 to US$6.00 per share. We have further revised the Registration Statement to include an assumed offering
price of US$5.50 per share.

Prospectus
Summary

Lithium Industry, page 6

Staff
Comment No. 2

We
note your response to prior comment 1. Please revise your prospectus to provide the basis for your disclosure that the global lithium-ion
battery market size is expected to reach USD $182.53 billion by 2030.

Company’s
Response:

We
have revised the disclosure in the “Prospectus Summary, Lithium Industry” section on Page 6 of the Registration Statement
to provide the source for this disclosure.

Our
Risks and Challenges, page 9

Staff
Comment No. 3

Please
revise the summary risk factors to disclose the risk that you expect to be a “passive foreign investment company,” as discussed
in the risk factor on page 28 and the disclosure on page 126. In addition, ensure that you have disclosed all related risks that are
material in the risk factor on page 28, rather than stating in the risk factor that “[t]his paragraph is qualified in its entirety
by the discussion above under the heading “Material United States and Canadian Income Tax Considerations — U.S. Federal Income
Taxation Considerations — Passive Foreign Investment Company Rules.”

Company’s
Response:

We
have revised the disclosure in the “Prospectus Summary, Our Risks and Challenges” section on Page 9 of the Registration
Statement to include the passive foreign investment company risk. Further, we have revised the risk factor to note that each potential
investor who is a U.S. taxpayer should review the discussion under the heading “Material United States and Canadian Income Tax
Considerations — U.S. Federal Income Taxation Considerations — Passive Foreign Investment Company Rules” in its
entirety. The Company confirms that it has disclosed all known risks related to passive foreign investment company status.

Summary
Consolidated Financial Information, page 14

Staff
Comment No. 4

With
respect to your Statements of Financial Position Data, please limit inclusion of an "As Adjusted" column to your most recent
interim balance sheet consistent with the period depicted in your Capitalization Table on page 32.

Company’s
Response:

We
have revised the disclosure in the “Statements of Financial Position, Statements of Financial Position Data” on Page 14
of the Registration Statement to address this comment.

Staff
Comment No. 5

Please
refer to Rule 3-20(b)(1) of Regulation S-X and remove the convenience translation to U.S. Dollars for all periods except for the most
recent fiscal year and any subsequent interim period presented.

Company’s
Response:

We
have revised the disclosure in the “Summary Consolidated Financial Information” on Page 14 and throughout the Registration
Statement to address this comment.

Use
of Proceeds, page 30

Staff
Comment No. 6

We
note your response to prior comment 2, and your revised disclosure that you plan to use 23% of the net proceeds for general corporate
purposes such as salaries, accounting transfer agents, public company fees, audit fees travel, or other. Please disclose the amount of
net proceeds to be used for salaries, if known. We also note your disclosure that you expect to use 15% of the net proceeds for general
business expenses, which may include marketing and promotional efforts. Please disclose any anticipated use of proceeds to pay related
parties. In that regard, we note your disclosure regarding investor relations fees paid to a company co-owned by Jason Barnard and Christina
Barnard during the fiscal year ended March 31, 2023.

Company’s
Response:

The
Company has revised the Registration Statement to clarify that the use of proceeds will include salaries as well as consultant and director
fees and the amounts of these salaries and fees has been noted. The Company also confirms that none of the planned general business expenses
will be paid to any related party. The investor relation fee consulting relationship with Christina Barnard terminated upon their appointment
as an officer of the Company and no general business expenses will be used to pay related parties.

Description
of Share Capital, page 116

Staff
Comment No. 7

We
note you intend to effect a share consolidation of your outstanding common shares prior to the effectiveness of this registration statement.
Please provide further clarification as to when your reverse stock split will be effected in relation to the effectiveness of your registration
statement as well as tell us how you anticipate reflecting the reverse stock split retrospectively in your historical financial statements
and throughout the filing. Refer to the guidance in paragraph 64 of IAS 33 and SAB Topic 4:C.

Company’s
Response:

The
share consolidation will occur prior to effectiveness. The Board of Directors of the Company’s intends to authorize the share consolidation
when the offering commences and it will become effective as soon as feasible thereafter taking into account both Canadian and Nasdaq
requirements.

The
Company has reflected the share consolidation ratio in the Registration Statement at an assumed ratio of 1-for-50. Upon commencing the
offering, the Board of Directors of the Company will set a ratio equating to approximately US$5.00 to US$6.00 per share and the registration
statement will be revised thereafter to reflect the actual post-consolidation capitalization. Depending on the trading price on the date
of approval, we would anticipate the ratio to be between 40 and 60 reflecting a US$ share price between $0.10 and $0.15 cents assuming
the shares continue to trade in that range.

The share consolidation will be reflected retrospectively in the Company’s financial statements for the year ended March 31, 2023.

Financial
Statements

Note
17 - Prior Year Restatement, page F-70

Staff
Comment No. 8

Please
remove all of the references to your restatement of prior year financial statements throughout your filing as you indicated you would
do in your response to prior comment 14 of our letter dated October 13, 2022.

Company’s
Response:

We have revised the disclosure in throughout the Registration Statement to remove references to the restatement.

Exhibits
and Financial Statement Schedules, page II-4

Staff
Comment No. 9

Please
ensure that your exhibit index complies with the requirements set forth in Item 601(a)(2) of Regulation S-K. For example, we note that
you have incorporated by reference certain exhibits, but have not included an active hyperlink to each such exhibit separately filed
on EDGAR. Please revise.

Company’s
Response:

We
have revised the Exhibit Index to ensure that each exhibit includes an active hyperlink.

Staff
Comment No. 10

We
note that the legal opinion filed as Exhibit 5.1 does not specify the number of shares to be offered under the registration statement
and covered by the opinion. Please obtain and file a revised legal opinion that includes such information.

Company’s
Response:

The
Company will file a revised legal opinion specifying the number of shares offered at the time the number of shares is known. The Company
included a form of legal opinion to provide the staff an opportunity to review the opinion for any potential comments.

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) 485-1109.

    Sincerely,

    Foremost Lithium Resources Technology Ltd.

    Jason Barnard

    President and Chief Executive Officer

    cc:
    Anthony Epps, Esq., Dorsey & Whitney
    LLP

United States securities and exchange commission logo
May 31, 2023
Jason Barnard
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Registration Statement on Form F-1
Filed May 18, 2023
File No. 333-272028
Dear Jason Barnard:
            We have reviewed your registration statement and have the following 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.  Unless otherwise
noted, our references to prior comments relate to our May 2, 2023 comment letter.
Registration Statement on Form F-1 filed May 18, 2023
Cover Page
1.We note your disclosure that your board of directors intends to effect a share
consolidation of your outstanding common shares in connection with this offering and
your intended listing of your common shares on the Nasdaq Capital Market, “to result in a
price per share between approximately US$5.00 to US$6.00.”  If US$5.00 to US$6.00 is
the bona fide estimate of the range of the maximum offering price of the securities
disclosed pursuant to Instruction 1 to Item 501(b)(3) of Regulation S-K, please revise to
clarify, if true, that you expect the initial public offering price to be between US$5.00 to
US$6.00 per share.

 FirstName LastNameJason Barnard
 Comapany NameForemost Lithium Resource & Technology Ltd.
 May 31, 2023 Page 2
 FirstName LastNameJason Barnard
Foremost Lithium Resource & Technology Ltd.
May 31, 2023
Page 2
Prospectus Summary
Lithium Industry, page 6
2.We note your response to prior comment 1.  Please revise your prospectus to provide the
basis for your disclosure that the global lithium-ion battery market size is expected to
reach USD $182.53 billion by 2030.
Our Risks and Challenges, page 9
3.Please revise the summary risk factors to disclose the risk that you expect to be a “passive
foreign investment company,” as discussed in the risk factor on page 28 and the disclosure
on page 126.  In addition, ensure that you have disclosed all related risks that are material
in the risk factor on page 28, rather than stating in the risk factor that “[t]his paragraph is
qualified in its entirety by the discussion above under the heading “Material United States
and Canadian Income Tax Considerations — U.S. Federal Income Taxation
Considerations — Passive Foreign Investment Company Rules.”
Summary Consolidated Financial Information, page 14
4.With respect to your Statements of Financial Position Data, please limit inclusion of an
"As Adjusted" column to your most recent interim balance sheet consistent with the
period depicted in your Capitalization Table on page 32.
5.Please refer to Rule 3-20(b)(1) of Regulation S-X and remove the convenience translation
to U.S. Dollars for all periods except for the most recent fiscal year and any subsequent
interim period presented.
Use of Proceeds, page 30
6.We note your response to prior comment 2, and your revised disclosure that you plan to
use 23% of the net proceeds for general corporate purposes such as salaries, accounting
transfer agents, public company fees, audit fees travel, or other.  Please disclose the
amount of net proceeds to be used for salaries, if known.  We also note your disclosure
that you expect to use 15% of the net proceeds for general business expenses, which may
include marketing and promotional efforts.  Please disclose any anticipated use of
proceeds to pay related parties.  In that regard, we note your disclosure regarding investor
relations fees paid to a company co-owned by Jason Barnard and Christina Barnard during
the fiscal year ended March 31, 2023.
Description of Share Capital, page 116
7.We note you intend to effect a share consolidation of your outstanding common
shares prior to the effectiveness of this registration statement.  Please provide further
clarification as to when your reverse stock split will be effected in relation to the
effectiveness of your registration statement as well as tell us how you anticipate reflecting
the reverse stock split retrospectively in your historical financial statements and

 FirstName LastNameJason Barnard
 Comapany NameForemost Lithium Resource & Technology Ltd.
 May 31, 2023 Page 3
 FirstName LastName
Jason Barnard
Foremost Lithium Resource & Technology Ltd.
May 31, 2023
Page 3
throughout the filing.  Refer to the guidance in paragraph 64 of IAS 33 and SAB Topic
4:C.
Financial Statements
Note 17 - Prior Year Restatement, page F-70
8.Please remove all of the references to your restatement of prior year financial statements
throughout your filing as you indicated you would do in your response to prior comment
14 of our letter dated October 13, 2022.
Exhibits and Financial Statement Schedules, page II-4
9.Please ensure that your exhibit index complies with the requirements set forth in Item
601(a)(2) of Regulation S-K.  For example, we note that you have incorporated by
reference certain exhibits, but have not included an active hyperlink to each such exhibit
separately filed on EDGAR.  Please revise.
10.We note that the legal opinion filed as Exhibit 5.1 does not specify the number of shares
to be offered under the registration statement and covered by the opinion.  Please obtain
and file a revised legal opinion that includes such information.
            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.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.

CORRESP
1
filename1.htm

May 17,
2023

SUBMISSION
VIA EDGAR

Division
of Corporation Finance

Office
of Life Sciences

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 May 2, 2023 regarding

Foremost
Lithium Resource & Technology Ltd.

Amendment No. 3 to

Draft Registration Statement on Form F-1

Submitted April 14, 2023

CIK No. 0001935418

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 May 2, 2023 letter regarding the above-referenced confidential Amendment No. 3 to the Draft
Registration Statement on Form F-1 (the “Registration Statement”) of Foremost Lithium Resource & Technology
Ltd. (the “Company”, “we,” “our,” or “us”) confidentially
submitted on April 14, 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 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 Draft Registration Statement on Form F-1 filed on April 14, 2023 Prospectus Summary, page 1

Staff Comment No. 1

Please
provide the basis for your disclosure on page 6 that the global lithium-ion battery market size is expected to reach USD $182.53 billion
by 2030.

Company’s
Response:

This
estimate is based on a report published by Grand View Research, Inc., dated April 2023. A copy of the report can be found at https://www.grandviewresearch.com/press-release/global-lithium-ion-battery-market.

Use
of Proceeds, page 30

Staff
Comment No. 2

      1

We
note your response to prior comment 5, and reissue such comment in part. In that regard, we note your disclosure that you intend to use
52% of the net proceeds for resource development activities such as drilling, soil sampling, as well as potential project acquisition.
Please disclose the estimated net amount of the proceeds broken down into each principal intended use thereof. For example, please disclose
the estimated net amount of proceeds that you intend to use for resource development activities, and the estimated net amount of proceeds
that you intend to use for potential project acquisition.

Company’s
Response:

We
have revised the disclosure in the “Use of Proceeds” section on Page 30 of the Registration Statement to break out the estimated
net amount of proceeds intended for use of resource development activities, and the estimated net amount of proceeds intended for potential
project acquisitions.

Related
Party Transactions, page 40

Staff
Comment No. 3

Please
update your disclosure in this section to provide the information required by Item 7.B of Form 20-F for the period since the beginning
of the company’s preceding three financial years up to the date of your prospectus.

Company’s
Response:

We
have revised the disclosure in the “Related Party Transactions” section on Page 115 of the Registration Statement to include
applicable transactions since the beginning of the company’s preceding three financial years up to the date of the prospectus.

Compensation
of Directors and Officers, page 105

Staff
Comment No. 4

Please
provide the information required by Item 6.B of Form 20-F for your fiscal year ended March 31, 2023.

Company’s
Response:

We
have revised the disclosure in the “Compensation of Executive Officers and Directors” section on Page 111 of the Registration
Statement.

Consulting
Agreements, page 105

Staff
Comment No. 5

Please
revise to disclose all material terms of each of the consulting agreements, including fees payable under each such agreement.

Company’s
Response:

We
have revised the disclosure in the “Executive and Consulting Agreements” section on Page 111 of the Registration Statement
to describe the compensation arrangement related to our officers.

      2

Condensed Interim Consolidated Statements of Cash Flows, page F-41

Staff
Comment No. 6

We
note disclosure on page F-57 that during the period ended December 31, 2022, you sold your 60% interest in the Hidden Lake Project
in Yellowknife, NWT for $3.5 million resulting in a $3.5 million gain on sale of property. Some transactions, such as the sale
of an item of plant, may give rise to a gain or loss that is included in recognized profit or loss. The cash flows relating to such transactions
are cash flows from investing activities. Revise your statements of cash flows as necessary to comply with the guidance set forth in
paragraphs 14 and 16(b) of IAS 7.

Company’s
Response:

We
have amended the statement of cash flows such that the gain is shown as cash flows from investing activities.

Staff
Comment No. 7

We
note in your table of the exploration expenditures incurred on the exploration and evaluation assets on page F-54 that you paid $216,150
in cash during the period ended December 31, 2022 to acquire interests in properties; however, you do not appear to present these
cash payments as part of investing activities on your statement of cash flows. Please present exploration and evaluation acquisition
costs paid in cash as an investing activity on your statements of cash flows, or explain why no revision is necessary. Refer to paragraph 16(a)
of IAS 7 for additional guidance.

Company’s
Response:

The
cash paid during the period ended December 31, 2022 to acquire interest in properties, has been included as part of investing activities
on the statement of cash flows. The cash payment of $126,000 has been combined with exploration and evaluation expenditures incurred
during the noted period, less expenditures that have been included in accounts payable.

General

Staff
Comment No. 8

We
note that you present certain highlights in three columns of text immediately following the first map in your filing, just after the
cover page and before the Table of Contents, including one that is titled “Favourable Geology Lithium Enriched Pegmatite Clusters.”
However, your description of the geology includes an estimate of mineralization on an adjacent property, referring to an estimate of
11.0M tons at 1.00% Li2O.

Please
revise your filing to remove estimates that pertain to properties in which you do not hold an economic interest, as previously requested
in comment 2 of our February 13, 2023 letter.

Company’s
Response:

The referenced columns have been removed from the Registration
Statement.

      3

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) 485-1109.

    Sincerely,

    Foremost Lithium Resources Technology Ltd.

    Jason Barnard

    President and Chief Executive Officer

    cc:
    Anthony Epps, Esq., Dorsey & Whitney
    LLP

      4

United States securities and exchange commission logo
May 2, 2023
John Gravelle
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted April 14, 2023
CIK No. 0001935418
Dear John Gravelle:
            We have reviewed your amended draft registration statement and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1 filed on April 14, 2023
Prospectus Summary, page 1
1.Please provide the basis for your disclosure on page 6 that the global lithium-ion battery
market size is expected to reach USD $182.53 billion by 2030.
Use of Proceeds, page 30
2.We note your response to prior comment 5, and reissue such comment in part.  In that
regard, we note your disclosure that you intend to use 52% of the net proceeds for
resource development activities such as drilling, soil sampling, as well as potential project

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 May 2, 2023 Page 2
 FirstName LastNameJohn Gravelle
Foremost Lithium Resource & Technology Ltd.
May 2, 2023
Page 2
acquisition.  Please disclose the estimated net amount of the proceeds broken down into
each principal intended use thereof.  For example, please disclose the estimated net
amount of proceeds that you intend to use for resource development activities, and the
estimated net amount of proceeds that you intend to use for potential project acquisition.
Related Party Transactions, page 40
3.Please update your disclosure in this section to provide the information required by Item
7.B of Form 20-F for the period since the beginning of the company’s preceding three
financial years up to the date of your prospectus.
Compensation of Directors and Officers, page 105
4.Please provide the information required by Item 6.B of Form 20-F for your fiscal year
ended March 31, 2023.
Consulting Agreements, page 105
5.Please revise to disclose all material terms of each of the consulting agreements, including
fees payable under each such agreement.
Condensed Interim Consolidated Statements of Cash Flows, page F-41
6.We note disclosure on page F-57 that during the period ended December 31, 2022, you
sold your 60% interest in the Hidden Lake Project in Yellowknife, NWT for
$3.5 million resulting in a $3.5 million gain on sale of property.  Some transactions, such
as the sale of an item of plant, may give rise to a gain or loss that is included in
recognized profit or loss. The cash flows relating to such transactions are cash flows from
investing activities.  Revise your statements of cash flows as necessary to comply with the
guidance set forth in paragraphs 14 and 16(b) of IAS 7.
7.We note in your table of the exploration expenditures incurred on the exploration and
evaluation assets on page F-54 that you paid $216,150 in cash during the period ended
December 31, 2022 to acquire interests in properties; however, you do not appear to
present these cash payments as part of investing activities on your statement of cash
flows.  Please present exploration and evaluation acquisition costs paid in cash as an
investing activity on your statements of cash flows, or explain why no revision is
necessary.  Refer to paragraph 16(a) of IAS 7 for additional guidance.
General
8.We note that you present certain highlights in three columns of text immediately
following the first map in your filing, just after the cover page and before the Table of
Contents, including one that is titled "Favourable Geology Lithium Enriched Pegmatite
Clusters." However, your description of the geology includes an estimate of
mineralization on an adjacent property, referring to an estimate of 11.0M tons at 1.00%
Li2O.

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 May 2, 2023 Page 3
 FirstName LastName
John Gravelle
Foremost Lithium Resource & Technology Ltd.
May 2, 2023
Page 3

Please revise your filing to remove estimates that pertain to properties in which you do not
hold an economic interest, as previously requested in comment 2 of our February 13, 2023
letter.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.

United States securities and exchange commission logo
February 13, 2023
John Gravelle
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted January 17, 2023
CIK No. 0001935418
Dear John Gravelle:
            We have reviewed your amended draft registration statement and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 Filed January 17, 2023
Cover Page
1.Please revise to provide a bona fide estimate of the range of the maximum offering price,
or tell us why you do not believe such information is required.  Refer to Instruction 1 to
Item 501(b)(3) of Regulation S-K.
General, page 1
2.We note that you disclose estimates of mineralization pertaining to adjacent properties and
estimates of mineralization that are based on the guidance in NI 43-101.

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 February 13, 2023 Page 2
 FirstName LastNameJohn Gravelle
Foremost Lithium Resource & Technology Ltd.
February 13, 2023
Page 2

Please revise your filing to remove estimates that pertain to properties in which you do not
hold an economic interest, and estimates that you are unable to support with a technical
report summary, based on the guidance in Subpart 1300 of Regulation S-K, as advised in
prior comment 1.
3.We note your response to prior comment 8 indicating you have revised your filing to
remove duplicative disclosure, consistent with the requirements of Item 1303(b)(2)(iii) of
Regulation S-K.

However, duplicative charts, maps, assay data, and claim data remain throughout your
filing.  We reissue prior comment 8.
Our Company, page 9
4.We note that you labeled both Y-axes of the first chart on page 9 in response to prior
comment 3, although the tonnage price shown on the right Y-Axis, which you indicate is
based on metric tons, does not reconcile with the figures shown on the left Y-axis.  Please
further revise or define the measures utilized in the chart. We reissue prior comment 9.
Use of Proceeds, page 37
5.We note your disclosure that seventy percent of the net proceeds will be used for
exploration and resource development activities on your lithium projects in Snow Lake, a
drill program in 2023 or 2024, finalizing current property payments, future land claims
and capital acquisition costs, and funding a drill program in your Winston Gold/Silver
Property in New Mexico.  Please disclose the estimated net amount of the proceeds
broken down into each principal intended use thereof.  See Item 3.C of Form 20-F.
Summary Disclosure-Our Claims History, page 54
6.We note that you have made some revisions in response to prior comment 7 although you
have not addressed all of the requirements of Item 1303(b)(1) and 1304(b) of Regulation
S-K.  Please further revise your filing to address the following points:

•Include a map or maps showing the location of all properties.

•Clearly label the Individual Property section and identify your material properties.

•Include a map for each material property showing the location of the property,
accurate to within one mile, using an easily recognizable coordinate system.

•Describe the planned exploration program for each material property including the
expected timeframe and cost.

•State the total cost or book value of each material property.

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 February 13, 2023 Page 3
 FirstName LastName
John Gravelle
Foremost Lithium Resource & Technology Ltd.
February 13, 2023
Page 3
7.Please expand your disclosure of the inferred mineral resource as necessary to include the
price, cut-off grade, metallurgical recovery, and the point of reference used (e.g. in-situ,
etc.), as required by Item 1304 (d)(1) of Regulation S-K.
Related Party Transactions, page 110
8.Please disclose all material terms of the General Security Agreement between the
registrant and Jason and Christina Barnard.
Item 8 Exhibits and Financial Statement Schedules, page II-4
9.Please consult with the qualified persons to obtain and file a revised technical report
summary to address the following points:

•Historical quantities of mineralization, such as those found among disclosures
beginning on pages 36 and 176, should be removed.
•An equation for the cut-off grade should be provided along with the optimization
inputs on page 149.
Exhibits
10.We note your response to prior comment 16 and reissue in part.  Please file the warrant
agreements for outstanding warrants and the representative warrants or tell us why you do
not believe they are required to be filed.  Refer to Item 8 of Form F-1 and Item 601(b)(10)
of Regulation S-K.

            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters. For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.

United States securities and exchange commission logo
October 13, 2022
John Gravelle
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September 16, 2022
CIK No. 0001935418
Dear John Gravelle:
            We have reviewed your amended draft registration statement and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted September 16, 2022
Scientific and Technical Information, page 2
1.We note that you disclose an inferred resource and related information in several sections
of the filing.

Therefore, to support these disclosures, you must file a technical report summary, and a
written consent from the qualified person as exhibits to your registration statement to
comply with Item 1302(b)(2) and Item 1302(b)(4)(iv) of Regulation S-K, applicable
pursuant to Instruction 3 to Item 4 of Form 20-F, and Item 4(a) of Form F-1.

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 October 13, 2022 Page 2
 FirstName LastName
John Gravelle
Foremost Lithium Resource & Technology Ltd.
October 13, 2022
Page 2

Please note that a technical report prepared under Canadian rules will not generally meet
the technical report summary requirements in Item 1302 and Item 601(b)(96) of
Regulation S-K.
2.We note that you use definitions and terminology that do not correspond to the definitions
found under Item 1300 of Regulation S-K.

For example, on page 2 you utilize the term "competent person" in referring to disclosure
pertaining to the third party engineers, rather than using the term "qualified person,"
which is defined in Item 1301 of Regulation S-K, and on page 107, you include the
definition of a "preliminary economic assessment," rather than the definition of an "initial
assessment," which is also defined in Item 1301 of Regulation S-K.

Please revise your filing to incorporate the definitions and terminology found under Item
1300 of Regulation S-K.
Our Company, page 10
3.Please label and define each of the y-axes in the graphs provided on page 10 titled "Figure
16: Price performance over the last three years (update)."
Implications of Being an Emerging Growth Company, page 18
4.Please expand your disclosure to identify those exemptions and scaled disclosures which
overlap with the ones available to you as both a foreign private issuer and an emerging
growth company and to clarify the extent to which you will continue to enjoy any
exemptions and scaled disclosures as a result of your status as a foreign private issuer
once you no longer qualify as an emerging growth company.
Use of Proceeds, page 37
5.We note your disclosure that $1,145,000 (US$917,321,000) from the proceeds of this
offering will be used to fully repay a debt owed to a shareholder. Please disclose in this
section the interest rate and maturity of such indebtedness, and if incurred within the past
year, disclose the uses to which the proceeds of such indebtedness were put. Refer to Item
4 of Form F-1 and Item 3.C.4 of Form 20-F.
6.We note your disclosure that $1,534,601 (US$1,229,945) of net proceeds will be used to
fund cash acquisition costs for properties previously acquired. Please revise your
registration statement to clarify and describe these acquisitions. Refer to Item 3.C of Form
20-F.

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 October 13, 2022 Page 3
 FirstName LastName
John Gravelle
Foremost Lithium Resource & Technology Ltd.
October 13, 2022
Page 3
Our Claims History, page 54
7.We note that you have identified two or more material properties though have not
provided all the summary and individual property disclosures prescribed by Items 1303
and 1304 of Regulation S-K.

For example, the summary disclosure should include a map of all properties to comply
with Item 1303(b)(1); while the individual property disclosure should include comparable
details for each material property along with the location of the property, that is accurate
to within one mile, using an easily recognizable coordinate system, the planned
exploration program including timeframe and cost, and the total cost or book value of the
property to comply with Item 1304(b).

The summary disclosures should encompass all of your properties, including both material
and non-material properties, and should appear in advance of and incremental to the
individual property disclosures.  The information required for the individual property
disclosure are more extensive and detailed in comparison.

Please revise your filing to include and differentiate between the summary and individual
property disclosures to comply with the aforementioned guidance.
8.We note that you have duplicative disclosures on pages 56 and 86, regarding exploration
on the Zoro property, and duplicative disclosures on pages 65 and 101, regarding the Peg
North mineral claims.

When presenting the overview, you should include disclosures concerning mining
properties that are material to an investor's understanding of your properties and mining
operations in the aggregate. Such information should include reference to disclosures
pertaining to your individually material properties, for which disclosures are provided
elsewhere in the filing in response to Item 1304 of Regulation S-K (following the
summary disclosure), rather than duplicate such disclosures.

Please revise your filing to remove duplicate information related to the descriptions of
your mineral properties, including those mentioned above and any similar instances of
duplicative disclosures, to comply with Item 1303(b)(2)(iii) of Regulation S-K.
9.Given the status of your operations, it appears that you should revise your property
disclosures to identify each property as an exploration stage property, and to more clearly
focus on geological information that is brief and relevant to the property, to comply with
Item 1304(c) of Regulation S-K.
10.Please revise your filing to provide disclosures regarding exploration activity on material
properties based on the guidance set forth in Item 1304(g) of Regulation S-K.

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 October 13, 2022 Page 4
 FirstName LastName
John Gravelle
Foremost Lithium Resource & Technology Ltd.
October 13, 2022
Page 4
Description of Share Capital, page 117
11.We note your disclosure that there are 23 shareholders of record for your common
shares. Please state the number and percentage of shares held by U.S. holders of record.
Refer to Item 4 of Form F-1 and Item 7.A.2 of Form 20-F.
Financial Statements, page F-1
12.It is our understanding that you have published unaudited financial statements as of and
for the three months ended June 30, 2022, as well as Management's Discussion and
Analysis for this interim period.  Please include this updated financial information in your
registration statement.
13.Please disclose the date when the financial statements were authorized for issue and who
gave that authorization as required by paragraph 17 of IAS 10.
Report of Independent Registered Public Accounting Firm, page F-2
14.We note your disclosure on page F-37 regarding your prior year restatement.  Please tell
us how your auditor considered the guidance in paragraph 18(e) of PCAOB Auditing
Standard 3101 in determining whether to add explanatory language to their
report regarding the correction of the misstatement in previously issued financial
statements.
Consolidated Statements of Financial Position , page F-5
15.Please disclose the nature of the GST receivable and your expectations for collection.
Exhibits
16.We note that you have not filed any material contracts. Please file all material contracts
required by Item 8 of Form F-1 and Item 601(b)(10) of Regulation S-K. For example,
please file the following agreements, or tell us why you do not believe they are required to
be filed:

•the option agreements for the Zoro, Jean Lake and Peg North properties;
•the agreements for outstanding debt, including loans from related parties; and
•warrant agreements for outstanding warrants and the representative warrants.
General
17.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.

 FirstName LastNameJohn Gravelle
 Comapany NameForemost Lithium Resource & Technology Ltd.
 October 13, 2022 Page 5
 FirstName LastName
John Gravelle
Foremost Lithium Resource & Technology Ltd.
October 13, 2022
Page 5
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Epps, Esq.