SecProbe.io

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 SNOW
LAKE RESOURCES INC.

 360
Main Street, 30th Floor

 Winnipeg,
Manitoba, Canada R3C 4G1

 December
5, 2025

 Via
 EDGAR

 Division
 of Corporation Finance
 Office
 of Industrial Applications and Services
 U.S.
 Securities and Exchange Commission
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Re: Snow
 Lake Resources Inc.
 Registration Statement on Form F-3 (File No. 333-291536)

 Acceleration
Request

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Snow Lake Resources
Inc. (the "Company"), hereby requests that the effectiveness of the above-referenced registration statement on Form F-3 (the
"Registration Statement") be accelerated to, and that the Registration Statement become effective at 8:00 a.m. (Eastern Time)
on December 10, 2025, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is
aware of its responsibilities under the Securities Act.

 The
Company hereby authorizes Daniel D. Nauth, an attorney with our outside legal counsel, Nauth LPC, to orally modify or withdraw this request
for acceleration.

 Please
contact Daniel D. Nauth of Nauth LPC at (416) 477-6031 with any questions with respect to this request.

 Sincerely,

 Snow
Lake Resources Inc.

/s/ Frank Wheatley

Frank Wheatley

 Chief
Executive Officer

 cc: Daniel
 D. Nauth, Nauth LPC

July 1, 2024
Frank Wheatley
Chief Executive Officer
Snow Lake Resources Ltd.
360 Main St 30th Floor
Winnipeg, MB R3C 0V1
Canada
Re:Snow Lake Resources Ltd.
Form 20-F for the Fiscal Year Ended June 30, 2023
Filed October 31, 2023
File No. 001-41085
Dear Frank Wheatley:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Daniel Nauth

United States securities and exchange commission logo
June 28, 2024
Frank Wheatley
Chief Executive Officer
Snow Lake Resources Ltd.
360 Main St 30th Floor
Winnipeg, MB R3C 0V1
Canada
Re:Snow Lake Resources Ltd.
Form 20-F for the Fiscal Year Ended June 30, 2023
Filed October 31, 2023
File No. 001-41085
Dear Frank Wheatley:
            We have reviewed your May 30, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our April 19,
2024 letter.
Form 20-F/A for the Fiscal Year Ended June 30, 2023
General
1.We note your response to comment 4.  Among other items in your response, you state that
you no longer consider the Snow Lake Lithium project to be material, and that the project
does not have the scale, size, grade or project economics to make it an attractive
development project.  We further note that you significantly reduced spending on the
project based on your belief that expending any additional funds on continued exploration
on the project would not create any shareholder value.  We understand that you will assess
the property for impairments in Q4 with the potential for a significant write-down of the
asset and are focused on pursuing other projects.

 FirstName LastNameFrank Wheatley
 Comapany NameSnow Lake Resources Ltd.
 June 28, 2024 Page 2
 FirstName LastName
Frank Wheatley
Snow Lake Resources Ltd.
June 28, 2024
Page 2
Considering the foregoing, please reconcile your response with certain language contained
in your press releases.  For example, under the “About Snow Lake Resources Ltd” caption
in Exhibit 99.1 of your Form 6-K filed June 21, 2024, you include language regarding the
Snow Lake Property that appears to be contrary to your response, such as the “Snow Lake
Lithium Project being an advanced stage exploration project” …and that you “are focused
on advancing all projects.”  In light of your response to comment 4, please tell us if this
language will be revised.

Additionally, considering the previous significant expenditures on the Snow Lake Lithium
Project, please tell us your plans, if any, for communicating with shareholders regarding
your assessment of materiality of the project. For example, tell us if you anticipate filing a
6-K with respect to the status of the project.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Daniel Nauth

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

June 28, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

USA

Attention:

 John Coleman

 Craig Arakawa

 Re:

 Snow Lake Resources Ltd.

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

Filed October 31, 2023

File No. 001-41085

Ladies and Gentlemen:

We hereby submit the response of Snow Lake Resources Ltd. (the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated June 28, 2024, providing the Staff’s comments with respect to the Company’s Form 20-F for the fiscal year ended June 30, 2023 (the “Annual Report”).

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

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

General

1.

 We note your response to comment 4. Among other items in your response, you state that you no longer consider the Snow Lake Lithium project to be material, and that the project does not have the scale, size, grade or project economics to make it an attractive development project. We further note that you significantly reduced spending on the project based on your belief that expending any additional funds on continued exploration on the project would not create any shareholder value. We understand that you will assess the property for impairments in Q4 with the potential for a significant write-down of the asset and are focused on pursuing other projects.

Considering the foregoing, please reconcile your response with certain language contained in your press releases. For example, under the “About Snow Lake Resources Ltd” caption in Exhibit 99.1 of your Form 6-K filed June 21, 2024, you include language regarding the Snow Lake Property that appears to be contrary to your response, such as the “Snow Lake Lithium Project being an advanced stage exploration project” …and that you “are focused on advancing all projects.” In light of your response to comment 4, please tell us if this language will be revised.

Additionally, considering the previous significant expenditures on the Snow Lake Lithium Project, please tell us your plans, if any, for communicating with shareholders regarding your assessment of materiality of the project. For example, tell us if you anticipate filing a 6-K with respect to the status of the project.

U.S. Securities and Exchange Commission

June 28, 2024

Response: The Company respectfully acknowledges the Staff’s comment and would respectfully like to advise Staff that moving forward, the language under the “About Snow Lake Resources Ltd.” section will be revised as follows:

About Snow Lake Resources Ltd.

Snow Lake Resources Ltd., d/b/a Snow Lake Energy, is a Canadian clean energy exploration company listed on NASDAQ:LITM with a global portfolio of clean energy mineral projects comprised of two uranium projects and two hard rock lithium projects.  The Black Lake Uranium Project is an exploration stage project located in the Athabasca Basin, Saskatchewan and the Engo Valley Uranium Project is an exploration stage project located in the Skeleton Coast of Namibia.  The Snow Lake Lithium™ Project is an exploration stage project located in the Snow Lake region of Northern Manitoba and the Shatford Lake Lithium Project is an exploration stage project located adjacent to the Tanco lithium mine in Southern Manitoba.

The current focus of the Company is advancing the exploration of its two uranium projects to supply the minerals and resources needed for the clean energy transition, while exploration activities on its two lithium projects will remain limited until such time as the lithium market recovers from its current depressed levels.  Learn more at www.snowlakelithium.com.

The Company would also respectfully like to advise Staff that the Company will be filing a press release, which will be furnished on Form 6-K, that will comprehensively detail the assessment of materiality and the status of the Snow Lake Lithium Project to our shareholders as soon as we clear all comments on the Form 20-F, as amended, for the fiscal year ended June 30, 2023.

* * * * *

The Company hereby advises, or acknowledges to, Staff that the Company is responsible for the adequacy and accuracy of the disclosure in the filing.

Should you have further comments or require further information, or if any questions should arise in connection with this submission, please call the undersigned at (416) 477-6031. You also may contact the undersigned by email at dnauth@nauth.com or by fax at (416) 477-6032.

 Yours truly,

 /s/ Daniel D. Nauth

 Daniel D. Nauth

cc:

 Frank Wheatley, Chief Executive Officer

Snow Lake Resources Ltd.

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May 30, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

USA

Attention:

 Brian McAllister

 Raj Rajan

 John Coleman

 Craig Arakawa

 Re:

 Snow Lake Resources Ltd.

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

Filed October 31, 2023

File No. 001-41085

Ladies and Gentlemen:

We hereby submit the response of Snow Lake Resources Ltd. (the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated April 19, 2024, providing the Staff’s comments with respect to the Company’s Form 20-F for the fiscal year ended June 30, 2023 (the “Annual Report”).

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

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

Item 4. Information on the Company, page 39

1.

 We note your response to comment 4 and we reissue the comment. Please revise subsequent filings to provide the point of reference with each resource table, such as insitu, mill feed, saleable product, etc, as required by Item 1304(d)(1) of Regulation S-K.

Please provide a draft of your proposed future revision with your response.

1.Response: The Company respectfully acknowledges the Staff’s comment and has amended the section titled “Our Exploration Target – Snow Lake Lithium Project™ - Mineral Resources” starting on page 35 of the Annual Report by adding more information for the point of reference of the mineral resource tables. The updated point of reference information for the mineral resource tables are presented below:

U.S. Securities and Exchange Commission

May 30, 2024

Grass River and Thompson Brothers Underground- Summary of Lithium Mineral Resources at the End of the Fiscal Year Ended June 30, 2023 based on a 6% Li2O Lithium Concentrate Price of $3,500.

 Resources

 Amount (Tonnes)

 Grades (%Li2O)

 Cut-off Grade
(%Li2O)

 Metallurgical Recovery
(%)

Measured Mineral Resources

 664,540

 1.15

 0.3

 77

Indicated Mineral Resources

 6,275,985

 1.11

 0.3

 77

Measured + Indicated Mineral Resources

 6,940,525

 1.13

 0.3

 77

Inferred Mineral Resources

 774,657

 1.03

 0.3

 77

·Classification of Mineral Resources is in accordance with S-K 1300 classification system.

·Mineral Resources were independently prepared by ABH Engineering Inc.

·Mineral Resources are reported in-situ, exclusive of mineral reserves. There are no mineral reserves for the project.

·Mineral resource estimates do not have demonstrated economic viability and include inferred resources that are too speculative in nature. Mineral Resources are materially affected by changes to the market, permitting, environmental, legal, taxation, or other factors.

·The mineral resources presented are for the Grass River and Thompson Brothers underground deposits.

·Mineral Resources were estimated using a mining cut-off grade for underground material of 0.3% Li2O based on a 6% Li2O concentrate price of $3,500/tonne and a mining stope width of 4m.

·The following unit costs were used: underground mining cost $33.46/tonne using open-stoping techniques, sorting cost of $1.50/tonne, milling cost of $15.82/tonne, transportation cost of 6% Li2O product of $15/tonne, and G&A cost of $1.00/tonne mined.

·A 2500 tonne per day mill rate was used.

·The resources are presented undiluted.

·Values may not sum due to rounding.

·Mineral Resource estimates have an effective date of June 30, 2023.

Grass River Open Pit- Summary of Lithium Mineral Resources at the End of the Fiscal Year Ended June 30, 2023 based on a 6% Li2O Concentrate Price of $3,500.

 Resources

 Amount (Tonnes)

 Grades (%Li2O)

 Cut-off Grade
(%Li2O)

 Metallurgical Recovery
(%)

Measured Mineral Resources

 84,092

 0.98

 0.05

 91

Indicated Mineral Resources

 284,021

 1.03

 0.05

 91

Measured + Indicated Mineral Resources

 368,113

 1.01

 0.05

 91

Inferred Mineral Resources

 232,462

 0.87

 0.05

 91

·Classification of Mineral Resources is in accordance with S-K 1300 classification system.

·Mineral Resources were independently prepared by ABH Engineering Inc.

·Mineral Resources are reported in-situ, exclusive of mineral reserves. There are no mineral reserves for the project.

·Mineral resource estimates do not have demonstrated economic viability and include inferred resources that are too speculative in nature. Mineral Resources are materially affected by changes to the market, permitting, environmental, legal, taxation, or other factors.

·The mineral resources presented are for the Grass River open pit deposit.

U.S. Securities and Exchange Commission

May 30, 2024

·Mineral Resources were estimated using a mining cut-off grade for open pit material of 0.05% Li2O based on a 6% Li2O concentrate price of $3,500/tonne; direct shipped material (“DSO”) consisting of spodumene containing 1.3% Li2O at a price of $504/tonne and a minimum mining selectivity block size of 4m x 4m x 4m.

·The following unit costs were used: mining cost $4.85/tonne using open pit mining, sorting cost of $1.50/tonne, milling cost of $15.82/tonne, transportation cost for 6% Li2O product of $15/tonne, transportation cost for 1.3% Li2O DSO product of $100/tonne, and G&A cost of $0.50/tonne mined.

·A 2500 tonne per day mill rate was used.

·The resources are presented undiluted.

·Values may not sum due to rounding.

·Mineral Resource estimates have an effective date of June 30, 2023.

The Company also updated this information on pages 25-26 and 133-134 of the Technical Report Summary.

The Company will also revise subsequent filings to provide the point of reference with each resource table as required by Item 1304(d)(1) of Regulation S-K.

2.

 Please revise subsequent annual filings to remove highly technical data, as required by Item 1301(d)(2) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and has removed highly technical data and illustrations under item 4.B. of the Annual Report, while retaining the information in the Technical Report Summary. This includes highly technical data and graphs related to sampling, internal control, cash flow models, and climate.

Item 19. Exhibits

96.1, page 124

3.

 In response to comment 8 we note that you have included the cash flow models in your amended 20-F filing, however this information is required to be included in your technical report summary. Please revise your technical report summary to include the cash flow models.

In the revised technical report summary also include the cut-off grade equations with the assumptions, as provided in response to comment 6.

Response: The Company respectfully acknowledges the Staff’s comment and has added the cut-off grade equations and the cash flow models to the Technical Report Summary on pages 143-144 and 229-232.

4.

 We note that you have used a $3500/tonne 6% lithium concentrate price to determine mineral resources and that you have also used this price in the optional resource economic analysis. We note the current price of 6% lithium concentrate is substantially lower than $3500/tonne, and the forecasted price, as reflected in Figure 14 of your amended Form 20-F filing, is also substantially less that $3500/tonne. Additionally, the current price of 6% lithium concentrate is outside the range of values in the sensitivity analysis that is included on page 226 of your Snow Lake Technical Report Summary.

Considering the foregoing, please be advised that Item 1304(f)(2) of Regulation S-K requires all material assumptions pertaining to a Registrant's mineral resources to be current at the end of a Registrant's fiscal year end. This requires an assessment of all material assumptions, including pricing, and, if necessary, filing an updated technical report summary. Please tell us if it is your intention to update your mineral resources and technical report summary, and the timing of such a revision.

U.S. Securities and Exchange Commission

May 30, 2024

Response: The Company respectfully acknowledges the Staff’s comment and would respectfully like to advise Staff that at the time of the Company’s fiscal year ended June 30, 2023, the $3500/tonne 6% lithium concentrate price was current. However, as Staff notes the current price of 6% lithium concentrate is substantially lower than $3500/tonne, and the forecasted price, as reflected in Figure 14 of our amended Form 20-F filing, is also substantially less that $3500/tonne. The Company is currently assessing all material assumptions, including pricing. The Company would respectfully like to advise Staff that it is not the Company’s intention to update its mineral resources and technical report summary at this time, other than the as revised version of the Technical Report Summary filed as Exhibit 15.4 in Amendment No. 2 to our Form 20-F as the Company believes that the Snow Lake Lithium™ Project is no longer material.

Per item 1301(c) of Regulation S-K, when determining whether its mining operations are material, a registrant must:

(1) Consider both quantitative and qualitative factors, assessed in the context of the registrant's overall business and financial condition;

(2) Aggregate mining operations on all of its mining properties, regardless of the stage of the mining property, and size or type of commodity produced, including coal, metalliferous minerals, industrial materials, and mineral brines; and

(3) Include, for each property, as applicable, all related activities from exploration through extraction to the first point of material external sale, including processing, transportation, and warehousing.

In making its determination that the Snow Lake Lithium Project is no longer material, the Company reviewed the current state of the lithium market and the effect the current lithium market has on the Snow Lake Lithium Project.

The lithium market currently remains depressed.  Lithium prices continue to remain low after a stratospheric rise in 2022, followed by a precipitous 80% drop during 2023.  Demand for lithium continues to be weak, and a number of major global lithium producers continue to curtail production until the lithium market and lithium prices recover.

While long term forecasts for lithium demand and lithium prices remains strong over the next decade, there is considerable uncertainty as to when demand and prices will recover.  Industry experts feel that recovery in both demand and prices will take at least 2-3 years to begin.

Competition amongst lithium exploration and development companies, particularly in Canada, is intense and few projects will ultimately proceed through development, permitting, financing, construction and into commercial production.  At current lithium prices, few if any, lithium development projects have the size and scale such that they can be considered economic, and as a result, few if any, will be able to secure the financing necessary to be developed and placed into production.

One of the principal drivers of lithium demand is the electric vehicle (“EV”) market.  While the EV market remains strong in China, in North America, uptake of EVs has slowed and major North American OEMs have slowed, curtailed or abandoned EV programs, until demand for EVs picks up.  North American OEMs are continuing to add hybrid vehicles to the product offering, until demand for EVs picks up.

The project economics of the Snow Lake Lithium Project are affected by a number of internal and external factors.  Internal factors include size, grade, throughput, infrastructure, permitting and project debt capacity of the project.  External factors include the lithium market, lithium prices, supply and demand for lithium, current lithium producers, lithium development projects, and availability of exploration, development and construction financing.

U.S. Securities and Exchange Commission

May 30, 2024

Looking at internal factors for the Snow Lake Lithium Project:

a)the scale of the project is small, and does not enjoy the economies of scale of a larger, higher-grade project;

b)the mineral resource estimate is small, when calculated at historical lithium prices, and will become smaller when at current lithium prices;

c)the grade is low;

d)the project is remote and will require extensive infrastructure to support development and operations, including power, water, highway and rail transportation, at significant cost;

e)the net present value and internal rate of return, at current lithium prices, will be reduced from those at historical lithium prices; and

f)overall project economics at current lithium will be reduced to the point where the project will not generate a net present value and rate of return that would be attractive to investors, and would not support further exploration, development and/or construction financing;

Looking at external factors for the Snow Lake Lithium Project:

a)the lithium market is currently depressed and industry experts do not forecast a recovery for a minimum of 2 to 3 years;

b)lithium prices suffered an 80% drop in 2023 and do not show any signs of a sustained recovery;

c)lithium supply has been curtailed as major global lithium producers have scaled back production until lithium prices recover;

d)lithium demand remains weak, and recovery in demand will be driven by recovery of growth in the EV market;

e)competition amongst lithium exploration and development companies for projects, personnel and financing is intense; and

f)financing will be provided to those companies whose projects have size, scale, grade, infrastructure, and project economics that are superior to others.

As a result of the above, the Company is of the view that the Snow Lake Lithium Project does not have the scale, size, grade or project economics to make it an attractive development project, and as a result, the Company feels it is not able to generate or create any shareholder value from the further development of the Snow Lake Lithium Project.

During the second half of the year (“H2”) 2023, the Company raised CAD$7.7 million in a “flow-through” share financing.  However, due to the state of the lithium market, the continuing decline in lithium prices, and the other factors described above, the Company decided to limit spending on the Snow Lake Lithium Project and spent less than USD$2 million on exploration and evaluation expenses for the six months ended December 2023.  The Company felt expending any additional funds on continued exploration of the Snow Lake Lithium Project would not create any shareholder value.  This is in comparison to the USD$21 million incurred by the Company in exploration and evaluation expenditures on the Snow Lake Lithium Project during 2022 and the first half of the year (“H1”) 2023, when the lithium market was buoyant and lithium prices were at all-time highs.

U.S. Securities and Exchange Commission

May 30, 2024

Upon completion of financial year 2024 (“FY2024”) on June 30, 2024, the Company, its Board, its Audit Committee and its Auditors will most likely be obligated to look for indicators of impairment on the Snow Lake Lithium Project.  The results of that analysis, and any conclusion regarding potential impairment will be reviewed, discussed and decided during the audit of the FY2024 financial statements.  If the determination that there is impairment of the Snow Lake Lithium Project, then there will be a potential significant write-down of that asset, a reduction in exploration and

United States securities and exchange commission logo
May 23, 2024
Frank Wheatley
Chief Executive Officer
Snow Lake Resources Ltd.
360 Main St 30th Floor
Winnipeg, MB R3C 0V1
Canada
Re:Snow Lake Resources Ltd.
Form 20-F for the Fiscal Year Ended June 30, 2023
Filed October 31, 2023
File No. 001-41085
Dear Frank Wheatley:
            We issued comments to you on the above captioned filing on April 19, 2024. As of the
date of this letter, these comments remain outstanding and unresolved. We expect you to provide
a complete, substantive response to these comments by June 7, 2024.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure. Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Daniel Nauth

United States securities and exchange commission logo
April 19, 2024
Frank Wheatley
Chief Executive Officer
Snow Lake Resources Ltd.
360 Main St 30th Floor
Winnipeg, MB R3C 0V1
Canada
Re:Snow Lake Resources Ltd.
Form 20-F for the Fiscal Year Ended June 30, 2023
Filed October 31, 2023
File No. 001-41085
Dear Frank Wheatley:
            We have reviewed your March 25, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our February 23,
2024 letter.
Form 20-F/A for the Fiscal Year Ended June 30, 2023
Item 4. Information on the Company, page 39
1.We note your response to comment 4 and we reissue the comment.  Please revise
subsequent filings to provide the point of reference with each resource table, such as in-
situ, mill feed, saleable product, etc, as required by Item 1304(d)(1) of Regulation S-K.
Please provide a draft of your proposed future revision with your response.

2.Please revise subsequent annual filings to remove highly technical data, as required by
Item 1301(d)(2) of Regulation S-K.

 FirstName LastNameFrank Wheatley
 Comapany NameSnow Lake Resources Ltd.
 April 19, 2024 Page 2
 FirstName LastName
Frank Wheatley
Snow Lake Resources Ltd.
April 19, 2024
Page 2
Item 19. Exhibits
96.1, page 124
3.In response to comment 8 we note that you have included the cash flow models in your
amended 20-F filing, however this information is required to be included in your technical
report summary. Please revise your technical report summary to include the cash flow
models.

In the revised technical report summary also include the cut-off grade equations with the
assumptions, as provided in response to comment 6.
4.We note that you have used a $3500/tonne 6% lithium concentrate price to determine
mineral resources and that you have also used this price in the optional resource economic
analysis.  We note the current price of 6% lithium concentrate is substantially lower
than $3500/tonne, and the forecasted price, as reflected in Figure 14 of your amended
Form 20-F filing, is also substantially less that $3500/tonne. Additionally, the current
price of 6% lithium concentrate is outside the range of values in the sensitivity analysis
that is included on page 226 of your Snow Lake Technical Report Summary.

Considering the foregoing, please be advised that Item 1304(f)(2) of Regulation S-K
requires all material assumptions pertaining to a Registrant's mineral resources to be
current at the end of a Registrant's fiscal year end. This requires an assessment of all
material assumptions, including pricing, and, if necessary, filing an updated technical
report summary. Please tell us if it is your intention to update your mineral resources and
technical report summary, and the timing of such a revision.
            Please contact Brian McAllister at 202-551-3341 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters.  Please
contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if you have questions
regarding mining comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Daniel Nauth

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March 25, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

USA

Attention:

 John Coleman

 Craig Arakawa

 Re:

 Snow Lake Resources Ltd.

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

Filed October 31, 2023

File No. 001-41085

Ladies and Gentlemen:

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

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

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

Item 4. Information on the Company, page 20

1.

 Please update your market overview to reflect current data and to ensure all tables are legible, such as the lithium carbonate and lithium hydroxide charts on page 26. Additionally we note that your business plan envisions producing a spodumene concentrate, therefore the market overview should also include information regarding spodumene concentrate price trends.

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

2.

 We note your disclosure on page 37 that presents certain highlights of your initial assessment. If providing an economic analysis in an initial assessment, inferred resources may be included in the economic analysis, provided the information under Item 1302(d)(4)(ii) of Regulation S-K is also provided. This is required disclosure in the initial assessment that forms part of the economic analysis, and therefore should accompany the economic results in other disclosures, such as your 20-F filing.

The information required includes a statement that the assessment is preliminary in nature, it includes inferred resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized; the percentage of mineral resources used in the cash flow analysis that are classified as inferred should be disclosed; and the results of the economic analysis without inferred resources should be disclosed.

The information required under Item 1302(d)(4)(ii) of Regulation S-K should be provided with equal prominence to the rest of the results, in context and format. Please revise to include this information.

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

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

The economic assessment and the results disclosed are preliminary in nature and include inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.

The key economic results are shown in Table 1 and Table 2 below:

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

Pre-Tax Economic Results

All Mineral Resources

(With Inferred Resources)

 Measured and Indicated Resources

(Without Inferred Resources)

Net Present Value

 $1.76 Billion

 Net Present Value

 $1.52 Billion

Internal Rate of Return

 208 %

 Internal Rate of Return

 175 %

Payback Period

 14 Months

 Payback Period

 15 Months

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

Post-Tax Economic Results

All Mineral Resources

(With Inferred Resources)

 Measured and Indicated Resources

(Without Inferred Resources)

Net Present Value

 $1.19 Billion

 Net Present Value

 $1.03 Billion

Internal Rate of Return

 170 %

 Internal Rate of Return

 143 %

Payback Period

 14 Months

 Payback Period

 15 Months

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

3.

 We note your disclosure on page 40 that includes a 6% lithium dioxide concentrate price of $600 per tonne, that is associated with your mineral resource and mineral resource cutoff grade. This price appears to be different than the $3500 per tonne price that is included in your technical report summary. Please explain why these prices are different and revise your disclosure as necessary to present consistent pricing.

In your response please tell us how you determined this price to be a reasonable and justifiable price, as required by Item 1304(d)(1) of Regulation S-K.

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

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

4.

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

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

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

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

 Resources

 Amount (Tonnes)

 Grade

(%Li2O)

 Cut-off Grade
(%Li2O)

 Metallurgical Recovery

Measured Mineral Resources

 664,540

 1.15

 0.3

 77%

Indicated Mineral Resources

 6,275,985

 1.11

 0.3

 77%

Measured + Indicated Mineral Resources

 6,940,525

 1.13

 0.3

 77%

Inferred Mineral Resources

 774,657

 1.03

 0.3

 77%

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

 Resources

 Amount (Tonnes)

 Grade

(%Li2O)

 Cut-off Grade (%Li2O)

 Metallurgical
Recovery

Measured Mineral Resources

 84,092

 0.98

 0.05

 91%

Indicated Mineral Resources

 284,021

 1.03

 0.05

 91%

Measured + Indicated Mineral Resources

 368,113

 1.01

 0.05

 91%

Inferred Mineral Resources

 232,462

 0.87

 0.05

 91%

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

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

5.

 Please revise to compare your mineral resources as of the end of the last fiscal year with the mineral resources as of the end of the preceding fiscal year, as required by Item 1304(e) of Regulation S-K.

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

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

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

 2022 Fiscal Year

 2023 fiscal year

 Amount (tonnes)

 Grade

 (% Li2O)

 Contained Li2O

 Amount (tonnes)

 Grade

(% Li2O)

 Contained

   Li2O

 % Change in
contained Li2O

Measured Mineral Resources

 -

 -

 -

 748,632

 1.13

 8,473

 100%

Indicated Mineral Resources

 9,082,600

 1.00

 90,826

 6,560,006

 1.11

 72,417

 -20%

Inferred Mineral Resources

 1,967,900

 0.98

 19,285

 1,007,119

 0.99

 10,006

 -48%

 Overall Resource Change

 -17%

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

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

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

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

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

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

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

6.

 We note that you have used a cut-off grade of 0.3% lithium dioxide for resource reporting. Please provide us with the equation for your cut-off grade and tell us how the 0.3% cut-off was calculated.

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

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

Open pit cut-off grade calculation:

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

Mining cost: $4.85 per tonne mined

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

Sorting Cost: $1.50 per tonne mined

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

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

Sorter Recovery: 83%

Processing Recovery for Open pit material: 91%

Underground cut-off grade calculation:

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

Mining cost: $33.46 per tonne mined

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

Sorting Cost: $1.50 per tonne mined

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

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

Sorter Recovery: 83%

Processing Recovery for underground material: 77%

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

7.

 In a separate section, please revise to include the information required by Item 1305 of Regulation S-K with respect to your internal controls related to exploration and mineral resource and reserve estimation, or tell us where this information is located in your filing.

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

Item 19. Exhibits

96.1, page 101

8.

 Please revise to include your entire life-of-mine discounted cash flow analysis, including your production schedule, revenues, mining and processing costs, royalties, and taxes, to comply with Item 601(b)(96)(iii)(B)(19) of Regulation S-K. This should be included for the inferred and non-inferred resource case. In addition, please tell us if transportation costs have been included in the cash flow analysis.

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

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    Snow Lake Resources Ltd.: CORRESP - Filed by newsfilecorp.com

        March 4, 2024

    Via EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

    Washington, D.C. 20549

    USA

    Attention: John Coleman

     Craig Arakawa

    Re: Snow Lake Resources Ltd.
Form 20-F for the Fiscal Year Ended June 30, 2023
Filed October 31, 2023
File No. 001-41085

    Ladies and Gentlemen:

    Snow Lake Resources Ltd. (the "Company") hereby acknowledges receipt of a comment letter dated February 23, 2024 (the "Comment Letter") from the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") with respect to the Company's annual report on Form 20-F for the fiscal year ended June 30, 2023 (the "Annual Report") submitted to the Commission on October 31, 2023. The Company has reviewed the Comment Letter and given the technical nature of the comments the Company expects to provide its response to the Comment Letter and file an amended Annual Report with the Commission by March 25, 2024.

    Should you have questions or require further information please contact Daniel D. Nauth of Nauth LPC at (416) 477-6031 or by email at dnauth@nauth.com or by fax at (416) 477-6032.

            Sincerely,

            Snow Lake Resources Ltd.

            /s/ Frank Wheatley

            Frank Wheatley
Chief Executive Officer

    cc: Daniel D. Nauth, Nauth LPC

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

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

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

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

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

 FirstName LastNameFrank Wheatley
 Comapany NameSnow Lake Resources Ltd.
 February 23, 2024 Page 3
 FirstName LastName
Frank Wheatley
Snow Lake Resources Ltd.
February 23, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-360 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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SNOW LAKE RESOURCES LTD.

360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada

August 7, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:Snow Lake Resources Ltd. (the “Company”)

Registration Statement on Form F-3 (the “Registration Statement”)

(File No. 333-272324)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement may become effective at 4:00 p.m. Eastern Daylight Time, on Wednesday, August 9, 2023 or as soon thereafter as practicable.

In connection herewith, the Company hereby acknowledges that:

•Should the Securities and Exchange Commission (the “Commission”), or the Commission’s staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•The Company may not assert comments from the Commission or the staff or the declaration of effectiveness of the above-captioned Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

Division of Corporation Finance

August 4, 2023

Page 2

Very truly yours,

SNOW LAKE RESOURCES LTD.

BY:  /s/ Peretz Schapiro

Name:  Peretz Schapiro

Title:  Interim Chief Operating Officer

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SNOW LAKE RESOURCES LTD.

360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada

August 3, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:Snow Lake Resources Ltd. (the “Company”)

Withdrawal of Acceleration Request -  Registration Statement on Form F-3

(the “Registration Statement”) (File No. 333-272324)

Ladies and Gentlemen:

The Company hereby withdraws its prior request made in our letter, filed as correspondence via EDGAR on August 2, 2023, pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, to have the above-captioned Registration Statement declared effective on August 4, 2023.

The Company intends to resubmit a request pursuant to Rule 461 at a future date and time to be determined in consultation with the staff of the Securities and Exchange Commission.

Very truly yours,

SNOW LAKE RESOURCES LTD.

BY:  /s/ Peretz Schapiro

Name:  Peretz Schapiro

Title:  Interim Chief Operating Officer

CORRESP
1
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SNOW LAKE RESOURCES LTD.

360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada

August 2, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:Snow Lake Resources Ltd. (the “Company”)

Registration Statement on Form F-3 (the “Registration Statement”)

(File No. 333-272324)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement may become effective at 4:00 p.m. Eastern Daylight Time, on Friday, August 4, 2023 or as soon thereafter as practicable.

In connection herewith, the Company hereby acknowledges that:

•Should the Securities and Exchange Commission (the “Commission”), or the Commission’s staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•The Company may not assert comments from the Commission or the staff or the declaration of effectiveness of the above-captioned Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 SNOW LAKE RESOURCES LTD.

 BY:  /s/ Peretz Schapiro

 Name:  Peretz Schapiro

 Title:  Interim Chief Operating Officer

CORRESP
1
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SNOW LAKE RESOURCES LTD.

360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada

July 12, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

Washington, DC 20549

Attn:  Liz Packebusch

Daniel Morris

Re:Snow Lake Resources Ltd.

Registration Statement on Form F-3 (the “Registration Statement”)

Filed June 1, 2023
File No. 333-272324

Ladies and Gentlemen:

Set forth below is Snow Lake Resources Ltd.’s (the “Company”) response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form F-3 (File No. 333-272324) (the “Registration Statement”), in the Staff’s letter to the Company, dated June 22, 2023, relating to the Registration Statement. For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in bold and italics herein. The Company has provided its response immediately after the comment. Concurrently with this letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amendment”) with the Commission.

Securities and Exchange Commission

Division of Corporation Finance

July 12, 2023

Page 2

Registration Statement on Form F-3 filed June 1, 2023
General

1.We note disclosure in your Form 20-F for the year ended June 30, 2022 that, on Thursday, September 29, 2022, at the request of the concerned shareholders of the Company, the Manitoba Court issued an order enjoining the Company from issuing any securities prior to October 27, 2022. We further note disclosure in your Form 6-K filed December 6, 2022, regarding certain Notices of Application and Motion filed in the Court of King’s Bench, Winnipeg Centre on November 3, 2022 and November 7, 2022, respectively, by Nova Minerals Ltd. and other Dissident Shareholders. Please tell us whether this or other shareholder litigation remains active and whether such litigation may affect your ability to conduct this offering as described.

There is no active litigation pending, or to the Company’s management’s knowledge, threatened in Manitoba or any other jurisdiction that currently prevents, or would prevent, the Company from proceeding with the offering described in the Registration Statement.

With respect to the order enjoining the Company from issuing any securities prior to October 27, 2022, that order expired on October 27, 2022 and was not further extended. There is no current injunction prohibiting the Company from issuing securities.

The matters described in the November 3 and November 7, 2022 Notices of Application and Motion are currently adjourned sine die.  As described below, in April 2023 the Company subsequently brought suit against the persons named in those notices to among other things recover payments from certain former officers of the Company.

There was a Notice of Application filed by Nova Minerals Ltd. on December 20, 2022 that was resolved with a court order issued Dec. 22, 2023 requiring the Company’s shareholder meeting to proceed Jan. 17, 2023 and that an independent chair preside over the meeting. The meeting was held as ordered.

On April 14, 2023, the Company filed a Statement of Claim against Temple Global Asset Management LLC, Philip Gross, Surge Wealth Inc., Derek Knight, Hadassah Slater and Allan Engel, seeking amongst other matters, judgment in the amount of $1,872,000 being payments collectively issued to Gross and Knight (or their companies) pursuant to addendum to consulting agreements approved by the Snow Lake board of directors on Sept. 7, 2022.  This matter is ongoing and is at early stages.  The Company does not anticipate that this litigation will adversely impact the Company’s ability to conduct the offering.

Securities and Exchange Commission

Division of Corporation Finance

July 12, 2023

Page 3

2.We note your cover page disclosure that one or more selling securityholders may offer and sell securities under your prospectus. Please revise to disclose:

·The aggregate number of securities being offered by the selling shareholders;

·The initial offering transaction or transactions in which the securities were sold pursuant to Rule 430B(b)(2)(iii) of the Securities Act; and

·Confirm that all of the securities offered by the selling shareholders were issued and outstanding prior to filing your registration statement.

Please also revise your fee table to include the securities being registered for resale.

In the Amendment, we have deleted all references to selling shareholders being able to offer and sell securities under Snow Lake’s prospectus.

I hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (848) 308-4202 with any questions or comments regarding this correspondence.  Please note that I will be in Australia until July 21.  I will be accessible there, but my responses may be delayed due to the time difference.

Very truly yours,

SNOW LAKE RESOURCES LTD.

BY:  /s/ Peretz Schapiro

Peretz Schapiro

Interim Chief Operating Officer

cc:           David Warburg

                Mark Katzoff

                Shimmy Posen

United States securities and exchange commission logo
June 22, 2023
Peretz Schapiro
Interim Chief Operating Officer
Snow Lake Resources Ltd.
360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada
Re:Snow Lake Resources Ltd.
Registration Statement on Form F-3
Filed June 1, 2023
File No. 333-272324
Dear Peretz Schapiro:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 filed June 1, 2023
General
1.We note disclosure in your Form 20-F for the year ended June 30, 2022 that, on Thursday,
September 29, 2022, at the request of the concerned shareholders of the Company, the
Manitoba Court issued an order enjoining the Company from issuing any securities prior
to October 27, 2022. We further note disclosure in your Form 6-K filed December 6,
2022, regarding certain Notices of Application and Motion filed in the Court of King’s
Bench, Winnipeg Centre on November 3, 2022 and November 7, 2022, respectively,
by Nova Minerals Ltd. and other Dissident Shareholders. Please tell us whether this or
other shareholder litigation remains active and whether such litigation may affect your
ability to conduct this offering as described.

 FirstName LastNamePeretz Schapiro
 Comapany NameSnow Lake Resources Ltd.
 June 22, 2023 Page 2
 FirstName LastName
Peretz Schapiro
Snow Lake Resources Ltd.
June 22, 2023
Page 2
2.We note your cover page disclosure that one or more selling securityholders may offer
and sell securities under your prospectus. Please revise to disclose:

•The aggregate number of securities being offered by the selling shareholders;
•The initial offering transaction or transactions in which the securities were sold
pursuant to Rule 430B(b)(2)(iii) of the Securities Act; and
•Confirm that all of the securities offered by the selling shareholders were issued and
outstanding prior to filing your registration statement.

Please also revise your fee table to include the securities being registered for resale.
            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.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mark Katzoff, Esq.

CORRESP
1
filename1.htm

                              April 5, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Snow Lake Resources Ltd. (“Company”)

Registration Statement on Form F-1

(File No. 333-264098) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Thursday, April 7, 2022, at 4:00 p.m., ET, or as soon
thereafter as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several
underwriters, wish to advise you that, through April 5, 2022, we distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary
Prospectus dated April 4, 2022, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

    Very truly yours,

    THINKEQUITY LLC

    By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

CORRESP
1
filename1.htm

SNOW LAKE RESOURCES LTD.

242 Hargrave Street, #1700

Winnipeg, Manitoba R3C 0V1 Canada

April 5, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E. Washington, D.C. 20549

Attention: Kevin Dougherty and Loan Lauren Nguyen

  Re:
  Snow Lake Resources Ltd. (the “Company”)

  Registration Statement on Form F-1

  File No. 333-264098 (the “Registration Statement”)

Ladies and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. (Eastern Time) on April 7, 2022,
or as soon thereafter as practicable.

Please
contact Louis A. Bevilacqua, Esq. of Bevilacqua PLLC, U.S. counsel of the Company, at (202) 869-0888, ext. 100. to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing.

    Sincerely,

    SNOW LAKE RESOURCES LTD.

    By:
    /s/ Philip Gross

    Name:
     Philip Gross

    Title:
     Chief Executive Officer and Director

cc:    	Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
April 4, 2022
Philip Gross
Chief Executive Officer and Director
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
Re:Snow Lake Resources Ltd.
Registration Statement on Form F-1
Filed April 4, 2022
File No. 333-264098
Dear Mr. Gross:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover page
1.We note your revised disclosure that the selling shareholder has entered into an
underwriting agreement with ThinkEquity, which is filed as an exhibit with your
registration statement. Please revise the prospectus cover page to provide disclosure
responsive to Items 501(b)(2) and (3) of Regulation S-K, including disclosing the
underwriting arrangement including the overallotment option, and tabular disclosure of
the the price to the public of the securities, the underwriter's discounts and commissions,
and the selling shareholder's net proceeds, on both a per share or unit basis and for the
total amount of the offering. See Item 1 of Form F-1.

 FirstName LastNamePhilip  Gross
 Comapany NameSnow Lake Resources Ltd.
 April 4, 2022 Page 2
 FirstName LastName
Philip  Gross
Snow Lake Resources Ltd.
April 4, 2022
Page 2
            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.
            Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Louis A. Bevilacqua, Esq.

CORRESP
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SNOW LAKE RESOURCES LTD.

242 Hargrave Street, #1700

Winnipeg, Manitoba R3C 0V1 Canada

April 4, 2022

Via EDGAR and E-Mail

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E. Washington, D.C. 20549

Attention: Kevin Dougherty and Loan Lauren Nguyen

 Re: Snow Lake Resources Ltd.

Registration Statement on Form
F-1

Filed April 4, 2022

File No. 333-264098

Ladies and Gentlemen:

We hereby submit the responses of Snow
Lake Resources Ltd. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in the Staff’s letter, dated April 4, 2022, providing the Staff’s comments
with respect to the Company’s Registration Statement on Form F-1 filed on April 4, 2022. Concurrently with the submission of this
letter, the Company is submitting its Amendment No. 1 to the Registration Statement (the “Amendment No. 1”) together with
certain exhibits via EDGAR with the Commission.

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

Registration Statement on Form F-1

Cover page

 1. We note your revised disclosure that the selling shareholder
has entered into an underwriting agreement with ThinkEquity, which is filed as an exhibit with your registration statement. Please revise
the prospectus cover page to provide disclosure responsive to Items 501(b)(2) and (3) of Regulation S-K, including disclosing the underwriting
arrangement including the overallotment option, and tabular disclosure of the price to the public of the securities, the underwriter's
discounts and commissions, and the selling shareholder's net proceeds, on both a per share or unit basis and for the total amount of
the offering. See Item 1 of Form F-1.

RESPONSE: In
response to the Staff’s comments, we have revised the prospectus cover page to provide disclosure responsive to Items 501(b)(2)
and (3) of Regulation S-K.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (519) 909-8745 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    SNOW LAKE RESOURCES LTD.

    By:
    /s/ Philip Gross

    Name:
     Philip Gross

    Title:
     Chief Executive Officer and Director

cc:	Louis A. Bevilacqua, Esq.

2

CORRESP
1
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SNOW LAKE RESOURCES LTD.

242 Hargrave Street, #1700

Winnipeg, Manitoba R3C 0V1 Canada

November 16, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E. Washington, D.C. 20549

Attention: Kevin Dougherty and Loan Lauren Nguyen

 Re: Snow Lake Resources Ltd. (the “Company”) Registration Statement on Form
F-1

File No. 333-254755 (the “Registration
Statement”)

Ladies and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. (Eastern Time) on November 18,
2021, or as soon thereafter as practicable.

Please
contact Louis A. Bevilacqua, Esq. of Bevilacqua PLLC, U.S. counsel of the Company, at (202) 869-0888, ext. 100. to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing.

    Sincerely,

    SNOW LAKE RESOURCES LTD.

    By:
    /s/ Philip Gross

    Name:
    Philip Gross

    Title:
    Chief Executive Officer and Director

 cc: Louis A. Bevilacqua, Esq.

CORRESP
1
filename1.htm

November 16, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Snow Lake Resources Ltd. (“Company”)

Registration Statement on Form F-1

(File No. 333-254755) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Thursday, November 18, 2021, at 5:00 p.m., ET, or as soon
thereafter as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several
underwriters, wish to advise you that, through November 16, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary
Prospectus dated November 4, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

    Very truly yours,

    THINKEQUITY LLC

    By:
    /s/ Eric Lord

    Name:
     Eric Lord

    Title:
    Head of Investment Banking

United States securities and exchange commission logo
November 4, 2021
Philip Gross
Chief Executive Officer and Director
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
Re:Snow Lake Resources Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed October 27, 2021
Amendment No. 4 to Registration Statement on Form F-1
Filed October 22, 2021
File No. 333-254755
Dear Mr. Gross:
            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. 5 to Form F-1
Risk Factors
If we do not obtain additional financing, our business may be at risk or execution of our business
plan may be delayed, page 11
1.Please update your disclosure in this risk factor by highlighting your recent net losses.
The coronavirus pandemic may cause a material adverse effect on our business, page 12
2.You disclose that as a result of the measures adopted by the Province of Manitoba and the
federal government of Canada, certain of your mining exploration activities have been

 FirstName LastNamePhilip  Gross
 Comapany NameSnow Lake Resources Ltd.
 November 4, 2021 Page 2
 FirstName LastName
Philip  Gross
Snow Lake Resources Ltd.
November 4, 2021
Page 2
delayed, and at this time you are focusing on completing lab work and technical report
writing using the field data that you have previously compiled. You thereafter disclose
that you expect to get back to having “boots on the ground” work such as core sampling
and test drilling later in the fall and winter of 2021. Please provide an update on your
operations, including if you are currently operating in Manitoba or otherwise still
completing lab and technical work remotely, and if so, please update as to when you
expect to complete core sampling and test drilling on the ground. For guidance, see the
Division's Disclosure Topic No. 9 and 9A on COVID-19.
            You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact George K. Schuler at
(202) 551-3718 for engineering related questions. Please contact Kevin Dougherty, Staff
Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Paul Levites

CORRESP
1
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SNOW LAKE RESOURCES LTD.

242 Hargrave Street, #1700

Winnipeg, Manitoba R3C 0V1 Canada

November 4, 2021

Via EDGAR and E-Mail

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E. Washington, D.C. 20549

Attention: Kevin Dougherty and Loan Lauren Nguyen

    Re:
    Snow Lake Resources Ltd.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed October 27, 2021

    Amendment No. 4 to Registration Statement on Form F-1

    Filed October 22, 2021

    File No. 333-254755

Ladies and Gentlemen:

We hereby submit the responses of Snow
Lake Resources Ltd. (the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in the Staff’s letter, dated November 4, 2021, providing the Staff’s comment
with respect to the Company’s Amendment No. 5 to Registration Statement on Form F-1 filed on October 27, 2021 and Amendment No.
4 to Registration Statement on Form F-1 filed on October 22, 2021. Concurrently with the submission of this letter, the Company is submitting
its Amendment No. 6 to the Registration Statement (the “Amendment No. 6”) together with certain exhibits via EDGAR with the
Commission.

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

Amendment No. 5 to Form F-1

Risk Factors

If we do not obtain additional financing,
our business may be at risk or execution of our business plan may be delayed, page 11

1. Please update your disclosure in this risk factor by highlighting
your recent net losses.

RESPONSE: In
response to the Staff’s comments, we updated the risk factor disclosure on page 11 to refer to our net loss for each of the fiscal
years ending June 30, 2021 and 2020.

The coronavirus pandemic may cause a material
adverse effect on our business, page 12

2. You disclose that as a result of the measures adopted
by the Province of Manitoba and the federal government of Canada, certain of your mining exploration activities have been delayed, and
at this time you are focusing on completing lab work and technical report writing using the field data that you have previously compiled.
You thereafter disclose that you expect to get back to having “boots on the ground” work such as core sampling and test drilling
later in the fall and winter of 2021. Please provide an update on your operations, including if you are currently operating in Manitoba
or otherwise still completing lab and technical work remotely, and if so, please update as to when you expect to complete core sampling
and test drilling on the ground. For guidance, see the Division's Disclosure Topic No. 9 and 9A on COVID-19.

RESPONSE: In response to the
Staff’s comments, we updated the disclosure on page 12 and now also indicate when we expect to complete core sampling and test drilling
on the ground in Manitoba.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (519) 909-8745 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    SNOW LAKE RESOURCES LTD.

    By:
    /s/ Philip Gross

    Name:
    Philip Gross

    Title:
    Chief Executive Officer and Director

cc: Louis A. Bevilacqua, Esq.

CORRESP
1
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SNOW
LAKE RESOURCES LTD.

242
Hargrave Street, #1700

Winnipeg,
Manitoba R3C 0V1 Canada

August
17, 2021

Via
EDGAR and E-Mail

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E. Washington, D.C. 20549

Attention:
Kevin Dougherty and Loan Lauren Nguyen

  Re:
  Snow
  Lake Resources Ltd.

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

  Filed
  July 30, 2021

  File
  No. 333-254755

Ladies
and Gentlemen:

We
hereby submit the responses of Snow Lake Resources Ltd. (the “Company”) to the comment of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated August 16,
2021, providing the Staff’s comment with respect to the Company’s Amendment No. 2 to Registration Statement on Form F-1 filed
on July 30, 2021. Concurrently with the submission of this letter, the Company is submitting its Amendment No. 3 to the Registration
Statement (the “Amendment No. 3”) together with certain exhibits via EDGAR with the Commission.

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

Amendment
No. 2 to Form F-1 filed on July 30, 2021

Financial
Statements, page F-1

1. We
                                            note your filing includes audited financial statements that are older than 12 months. Since
                                            it appears this represents an IPO for your common shares, please update your financial statements
                                            pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representations in an exhibit.
                                            Refer to instruction 2 to Item 8.A.4.

 RESPONSE:
                                            In response to the Staff’s comments, we have attached as an exhibit 99.4 to the
                                            Amendment No. 3 a request for a waiver of the requirements of Form 20-F, Item 8.A.4, and
                                            we attach, for your convenience, a copy of this exhibit 99.4 letter as an exhibit to this
                                            response letter.

    1

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at (519) 909-8745 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    SNOW LAKE RESOURCES LTD.

    By:
    /s/ Philip Gross

    Name:
    Philip Gross

    Title:
    Chief Executive Officer and Director

    cc: Louis A. Bevilacqua, Esq.

2

United States securities and exchange commission logo
August 16, 2021
Philip Gross
Chief Executive Officer and Director
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
Re:Snow Lake Resources Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed July 30, 2021
File No. 333-254755
Dear Mr. Gross:
            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 Form 1-A filed on July 30, 2021
Financial Statements, page F-1
1.We note your filing includes audited financial statements that are older than 12 months.
Since it appears this represents an IPO for your common shares, please update your
financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate
representations in an exhibit. Refer to instruction 2 to Item 8.A.4.

 FirstName LastNamePhilip  Gross
 Comapany NameSnow Lake Resources Ltd.
 August 16, 2021 Page 2
 FirstName LastName
Philip  Gross
Snow Lake Resources Ltd.
August 16, 2021
Page 2
            You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact George K. Schuler at
(202) 551-3718 for engineering related questions. Please contact Kevin Dougherty, Staff
Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Paul Levites

CORRESP
1
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SNOW
LAKE RESOURCES LTD.

242
Hargrave Street, #1700

Winnipeg,
Manitoba R3C 0V1 Canada

July
30, 2021

Via
EDGAR and E-Mail

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E. Washington, D.C. 20549

Attention:
Kevin Dougherty and Loan Lauren Nguyen

 Re: Snow
Lake Resources Ltd.

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

Filed
May 28, 2021

File
No. 333-254755

Ladies
and Gentlemen:

We
hereby submit the responses of Snow Lake Resources Ltd. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated June 23, 2021,
providing the Staff’s comments with respect to the Company’s Amendment No. 1 to Registration Statement on Form F-1 filed
on May 28, 2021. Concurrently with the submission of this letter, the Company is submitting its Amendment No. 2 to the Registration Statement
(the “Amendment No. 2”) together with certain exhibits via EDGAR with the Commission.

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

Amendment
No. 1 to Form F-1

Cautionary
Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates, page ii

 1. Please
note that amendments to your registration statement filed after June 30, 2021 will need to include the mineral property disclosures that
are required under Items 1300 to 1305 of Regulation S-K. Please refer to the Answer to Question 155.03 of our Compliance and Disclosure
Interpretations (C&DIs) for Regulation S-K, if you require further clarification or guidance regarding compliance dates. This C&DI
may be located on our website at the following address: https://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

RESPONSE:
In response to the Staff’s comments, we have revised the Cautionary Note Regarding Presentation of Mineral Reserve and Mineral
Resource Estimates on page ii of Amendment No. 2 and other parts of Amendment No. 2 to include the mineral property disclosures that
are required under Items 1300 to 1305 of Regulation S-K.

 2. We
                                            note your statement you may report mineral resources and provide other terminology/determinations
                                            under the Australasian Code for Reporting of Exploration Results (JORC Code) or National
                                            Instrument 43-101 (NI 43-101). Other definitions and/or standards established under the JORC
                                            Code or NI 43-101 are not reciprocally recognized under S-K 1300 and are not permitted in
                                            Commission filings. Please revise your filing and ensure all disclosure conforms to the disclosure
                                            requirements of Regulation S-K 1300.

RESPONSE:
In response to the Staff’s comments, we have revised Amendment No. 2 to ensure all disclosure conforms to the disclosure requirements
of Regulation S-K 1300.

Competent
Person Statement, page ii

 3. We
                                            note your reference to a technical report titled “Resource Estimates for the Thompson
                                            Brothers Project” and a recent resource update for your property by Nova Minerals Ltd.
                                            Please file your technical report summary for your resource disclosure as required by Item
                                            1302(b)(2)(i) of Regulation S-K.

RESPONSE:
In response to the Staff’s comments, we have filed our technical report summary with this Amendment No. 2 for our resource
disclosure, as required by Item 1302(b)(2)(i) of Regulation S-K.

Registration
Statement Fee Table, page 1

 4. Please
                                            clarify footnote 2 to disclose whether you are registering the common shares underlying the
                                            Representative’s Warrants. Disclosure on page 108 provides that “the Representative’s
                                            Warrants are exercisable at any time and from time to time, in whole or in part, during the
                                            four-and-½-year period commencing six months after the effective date of the registration
                                            statement related to this offering.”

RESPONSE:
The Company confirms that the shares underlying the Representative’s Warrants are not being registered on the Registration
Statement on Form F-1. The delayed exercisability of the Representative’s Warrants has been included solely in view of the lockup
restrictions of FINRA Rule 5110.

    2

Prospectus
Summary, page 3

 5. We
                                            note the disclosure that you intend to apply for “B Corporation” certification.
                                            Please tell us whether you intend on receiving such certification in your jurisdiction of
                                            incorporation prior to this offering and include balancing disclosure that you may not receive
                                            such certification.

RESPONSE:
In response to the Staff’s comments, we intend to apply for B Corporation certification in our jurisdiction of incorporation
(Manitoba, Canada) sometime following completion of our public offering. B Corporation Certification is based on the verified practices
and policies of a company over the previous year of the company’s operations - not what it aspires to do in the future. That means
that only companies that have been in operation for at least twelve months are eligible for B Corporation Certification. However, in
response to requests from investors and other stakeholders, B Lab created “Pending” B Corporation status to help early-stage
companies get a head start on the B Corporation application process. To become Pending B Corporations, companies must go through a “B
Impact Assessment” conducted by B Labs. After a year of operation, Pending B Corporations can apply for full certification. We
are currently in the process of seeking Pending B Corporation status and then will seek full B Corporation status at least one year after
we have begun active operations following the completion of our public offering. We have added additional disclosure relating to this
process in the Amendment No. 2 prospectus.

Our
Opportunity, page 4

 6. We
                                            note disclosure on page 4 that your Thompson Brothers Lithium Project is strategically located
                                            in Manitoba, Canada, “ideally situated to economically deliver mined and processed
                                            lithium products” to the EV battery industry serving North America’s Auto Alley
                                            from Michigan to the southern United States, and that your “strategic proximity to the
                                            major US EV manufacturing markets should make [you] an attractive source for offtake agreements
                                            with lithium battery and/or EV manufacturers who will need to secure their raw material supplies.”
                                            Please clarify if you also intend to contemporaneously process or refine the lithium ore
                                            further into commercial lithium products once you are a producing mine. In this regard, you
                                            disclose on page 11 that in the longer term you expect to derive substantial revenues from
                                            becoming a strategic supplier of battery-grade lithium hydroxide to the growing electric
                                            vehicle and battery storage markets. If you intend to enter into agreements with third-parties
                                            to process and refine the ore into commercial lithium products, please revise your opportunity
                                            and competitive strengths disclosures accordingly. For example, you disclose on page 53 that
                                            the majority of lithium production and downstream EV battery supply is currently based in
                                            China.

RESPONSE:
In response to the Staff’s comments, we supplementally inform the Staff that we intend to contemporaneously process or refine
the lithium ore further into commercial lithium products once we are a producing mine and have revised opportunity and competitive strengths
disclosures accordingly in Amendment No. 2. Currently we are actively working to identify suitable sites for establishing our own processing
facility, but we are in very preliminary stages with this process. In this regard we have a memorandum of understanding (the “MOU”)
with CentrePort Canada Inc. in Winnipeg, a free trading zone area with access to all infrastructure and a MOU with a provincial government
development agency in Germany. We reference these MOUs in our prospectus.

    3

The
Thompson Brothers Lithium Project, page 4

 7. We
note that Nova Minerals Ltd has reported a resource update for your Thompson Brothers Lithium Project. Please update your filing accordingly.

RESPONSE:
In response to the Staff’s comments, we have updated Amendment No. 2 to include an S-K 1300 compliant resource update for our
Thompson Brothers Lithium Project.

 8. We
                                            also note your resource estimates were determined using a cut off grade of 0.6% Li2O and
                                            the recent resource update utilized a 0.30% Li2O cutoff grade. Please disclose the method
                                            of calculation for your cut off grade determinations and include the parameters used. These
                                            parameters may include the lithium carbonate price, mining/processing operating costs, and
                                            metallurgical recovery as required by Item 1302(d)(2) of Regulation S-K.

RESPONSE:
In response to the Staff’s comments, we have revised Amendment No.2 to disclose the following method of calculation for our
cutoff grade determinations, including the parameters used:

CIM
Definition Standards for a Mineral Resource as a “concentration or occurrence of solid material of economic interest in or on the
Earth’s crust in such form, grade or quality that there are reasonable prospect for eventual economic extraction.” In our
case, a cut-off grade of 0.3% Li2O was used for resource reporting. This 0.3% Li2O cut-off grade was used to measure
our resources as, according to our S-K 1300 Report, that is a reasonable grade necessary to cover estimated production costs in accordance
with the following criteria (in US dollars):

    6% Li2O Concentrate Price
    $ 600 / per ton

    Mining Cost/ton
    $ 20

    Extraction Recovery
      70 %

    Processing Cost/ ton
    $ 32 – to 6% Li2O

    Concentrate Haulage/ton
    $ 88

 9. We
                                            note your metallurgical test work indicated a composite sample of your processed materials
                                            could be upgraded to a salable commercial grade spodumene concentrate. Please disclose your
                                            metallurgical recovery based on this test work.

RESPONSE:
In response to the Staff’s comments, we have added a discussion in Amendment No.2 relating to our historical metallurgical
testing work.

    4

Risk
Factors

Risks
Related to Our Business and Industry

Lithium
mining and production is relatively new to the Province of Manitoba and the Snow Lake area., page 14

 10. Please
                                            explain your reference to future production entailing the “fully electrified”
                                            mining of, the sorting and concentrating of, and the production of our spodumene lithium
                                            into a lithium hydroxide.

RESPONSE:
In response to the Staff’s comments, we have revised the Staff referenced risk factor to explain what we mean by “fully
electrified.”

Management’s
Discussion and Analysis of Financial Condition and Results of Operation Results of Operations, page 36

 11. Please
                                            clarify the services provided to the company categorized as “consulting fees”
                                            as compared to that of “professional fees.” For example, for the comparison of
                                            the “Years Ended June 30, 2020 and 2019” you disclose that consulting fees decreased
                                            because you switched from an international accounting firm to a Vancouver firm, and that
                                            professional fees are those that you pay to professional advisors, such as our accountants
                                            and legal counsel.

RESPONSE:
In response to the Staff’s comments, we have revised the results of operations on page 36 of the Amendment No. 2. For the years
ended June 30, 2019 and 2020, Professional fees refer to legal and auditing fees. Consulting fees refer to other professional fees including
professional accounting, taxation and other related support. The decrease in consulting fees is mainly due to a reduction in capital
and taxation advisory fees as operations, hence services required, were primarily moved from Australia to Canada.

Our
Mineral Project - Thompson Brothers Lithium Project, page 60

 12. We
                                            note your reference to a historic resource estimate in this section and elsewhere in your
                                            filing. A historic estimate is not considered current and cannot be filed in support of disclosure.
                                            See Item 1304(h) of Regulation S-K and revise your filing as necessary.

RESPONSE:
In response to the Staff’s comments, we have revised Amendment No. 2 to delete our reference to a historic resource estimate.

Overview,
page 60

 13. We
                                            note your disclosure of an exploration target in this section. Please modify your filing
                                            and provide additional disclosure information as required by Item 1302(c) of Regulation S-K.

RESPONSE:
In response to the Staff’s comments, we have revised the section on page 60 of Amendment No. 2 titled “Business - Our
Exploration Target – Thompson Brothers Lithium Project – Indicated and Inferred Resources, to provide the additional disclosure
information as required by Item 1302(c) of Regulation S-K.

Management

Compensation
of Directors and Officers, page 83

 14. Please
                                            tell us whether the Company has disclosed, or is required to disclose in Manitoba, Canada
                                            or elsewhere, the compensation of its officers and directors on an individual basis for its
                                            most recently completed fiscal year. Refer to Item 6.B.1 of Form 20-F.

RESPONSE:
In response to this comment, we advise the Staff that there are no requirements for disclosure of the compensation of officers and
directors on an individual basis for our most recently completed fiscal year under Manitoba law or the federal laws of Canada law at
this time.

    5

Note
6 - Share

United States securities and exchange commission logo
June 23, 2021
Philip Gross
Chief Executive Officer and Director
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
Re:Snow Lake Resources Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 28, 2021
File No. 333-254755
Dear Mr. Gross :
            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.
Amendment No. 1 to Form F-1
Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates,
page ii
1.Please note that amendments to your registration statement filed after June 30, 2021 will
need to include the mineral property disclosures that are required under Items 1300 to
1305 of Regulation S-K.  Please refer to the Answer to Question 155.03 of our
Compliance and Disclosure Interpretations (C&DIs) for Regulation S-K, if you require
further clarification or guidance regarding compliance dates. This C&DI may be located
on our website at the following address:
https://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
2.We note your statement you may report mineral resources and provide other
terminology/determinations under the Australasian Code for Reporting of Exploration

 FirstName LastNamePhilip  Gross
 Comapany NameSnow Lake Resources Ltd.
 June 23, 2021 Page 2
 FirstName LastNamePhilip  Gross
Snow Lake Resources Ltd.
June 23, 2021
Page 2
Results (JORC Code) or National Instrument 43-101 (NI 43-101).  Other definitions
and/or standards established under the JORC Code or NI 43-101 are not reciprocally
recognized under S-K 1300 and are not permitted in Commission filings.  Please revise
your filing and ensure all disclosure conforms to the disclosure requirements of
Regulation S-K 1300.
Competent Person Statement, page ii
3.We note your reference to a technical report titled “Resource Estimates for the Thompson
Brothers Project” and a recent resource update for your property by Nova Minerals Ltd.
Please file your technical report summary for your resource disclosure as required by Item
1302(b)(2)(i) of Regulation S-K.
Registration Statement Fee Table, page 1
4.Please clarify footnote 2 to disclose whether you are registering the common shares
underlying the Representative’s Warrants.  Disclosure on page 108 provides that "the
Representative’s Warrants are exercisable at any time and from time to time, in whole or
in part, during the four-and-½-year period commencing six months after the effective date
of the registration statement related to this offering."
Prospectus Summary, page 3
5.We note the disclosure that you intend to apply for “B Corporation” certification.  Please
tell us whether you intend on receiving such certification in your jurisdiction of
incorporation prior to this offering and include balancing disclosure that you may not
receive such certification.
Our Opportunity, page 4
6.We note disclosure on page 4 that your Thompson Brothers Lithium Project is
strategically located in Manitoba, Canada, "ideally situated to economically deliver mined
and processed lithium products" to the EV battery industry serving North America’s Auto
Alley from Michigan to the southern United States, and that your "strategic proximity to
the major US EV manufacturing markets should make [you] an attractive source for
offtake agreements with lithium battery and/or EV manufacturers who will need to secure
their raw material supplies." Please clarify if you also intend to
contemporaneously process or refine the lithium ore further into commercial lithium
products once you are a producing mine. In this regard, you disclose on page 11 that in the
longer term you expect to derive substantial revenues from becoming a strategic supplier
of battery-grade lithium hydroxide to the growing electric vehicle and battery storage
markets. If you intend to enter into agreements with third-parties to process and refine the
ore into commercial lithium products, please revise your opportunity and
competitive strengths disclosures accordingly. For example, you disclose on page 53 that
the majority of lithium production and downstream EV battery supply is currently based

 FirstName LastNamePhilip  Gross
 Comapany NameSnow Lake Resources Ltd.
 June 23, 2021 Page 3
 FirstName LastNamePhilip  Gross
Snow Lake Resources Ltd.
June 23, 2021
Page 3
in China.
The Thompson Brothers Lithium Project, page 4
7.We note that Nova Minerals Ltd has reported a resource update for your Thompson
Brothers Lithium Project.  Please update your filing accordingly.
8.We also note your resource estimates were determined using a cut off grade of 0.6% Li2O
and the recent resource update utilized a 0.30% Li2O cutoff grade.  Please disclose the
method of calculation for your cut off grade determinations and include the parameters
used.  These parameters may include the lithium carbonate price, mining/processing
operating costs, and metallurgical recovery as required by Item 1302(d)(2) of Regulation
S-K.
9.We note your metallurgical test work indicated a composite sample of your processed
materials could be upgraded to a salable commercial grade spodumene concentrate.
Please disclose your metallurgical recovery based on this test work.
Risk Factors
Risks Related to Our Business and Industry
Lithium mining and production is relatively new to the Province of Manitoba and the Snow Lake
area., page 14
10.Please explain your reference to future production entailing the "fully electrified" mining
of, the sorting and concentrating of, and the production of our spodumene lithium into a
lithium hydroxide.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations, page 36
11.Please clarify the services provided to the company categorized as "consulting fees" as
compared to that of "professional fees." For example, for the comparison of the "Years
Ended June 30, 2020 and 2019" you disclose that consulting fees decreased because you
switched from an international accounting firm to a Vancouver firm, and that professional
fees are those that you pay to professional advisors, such as our accountants and legal
counsel.
Our Mineral Project - Thompson Brothers Lithium Project, page 60
12.We note your reference to a historic resource estimate in this section and elsewhere in
your filing.  A historic estimate is not considered current and cannot be filed in support of
disclosure.  See Item 1304(h) of Regulation S-K and revise your filing as necessary.
Overview, page 60
13.We note your disclosure of an exploration target in this section.  Please modify your filing
and provide additional disclosure information as required by Item 1302(c) of Regulation

 FirstName LastNamePhilip  Gross
 Comapany NameSnow Lake Resources Ltd.
 June 23, 2021 Page 4
 FirstName LastName
Philip  Gross
Snow Lake Resources Ltd.
June 23, 2021
Page 4
S-K.
Management
Compensation of Directors and Officers, page 83
14.Please tell us whether the Company has disclosed, or is required to disclose in Manitoba,
Canada or elsewhere, the compensation of its officers and directors on an individual basis
for its most recently completed fiscal year. Refer to Item 6.B.1 of Form 20-F.
Note 6 - Share Capital and Reserves, page F-31
15.On March 8, 2019 you entered into an agreement with Nova Minerals, Ltd. to purchase
Thompson Bros. in exchange for 47,999,900 common shares and assigned the shares no
value.  On the same date you issued one additional share to Nova in exchange for having
been re-assigned their loan to Thompson Bros and assigned that one share $1,519,013 in
value.   We also note page F-34 discloses that your related party loan with Thompson
Bros. has been eliminated upon consolidation.  Please provide your accounting basis for
the recognition and measurement of common shares issued to Nova citing the applicable
guidance in IFRS that supports your view.
            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 Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact George K. Schuler at
(202) 551-3718 for engineering related questions. Please contact Kevin Dougherty, Staff
Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Philip Gross