0001096906-22-002551.txt : 20221025 0001096906-22-002551.hdr.sgml : 20221025 20221025170203 ACCESSION NUMBER: 0001096906-22-002551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20221025 DATE AS OF CHANGE: 20221025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Snow Lake Resources Ltd. CENTRAL INDEX KEY: 0001769697 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93675 FILM NUMBER: 221330163 BUSINESS ADDRESS: STREET 1: 201 PORTAGE AVENUE STREET 2: SUITE 2200 CITY: WINNIPEG STATE: A2 ZIP: R3B 3L3 BUSINESS PHONE: 5199098745 MAIL ADDRESS: STREET 1: 201 PORTAGE AVENUE STREET 2: SUITE 2200 CITY: WINNIPEG STATE: A2 ZIP: R3B 3L3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kushkush Investments Pty Ltd CENTRAL INDEX KEY: 0001937420 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4 BALMORAL COURT ST. KILDA EAST CITY: VICTORIA STATE: C3 ZIP: 3183 BUSINESS PHONE: 61395259125 MAIL ADDRESS: STREET 1: 4 BALMORAL COURT ST. KILDA EAST CITY: VICTORIA STATE: C3 ZIP: 3183 SC 13D/A 1 litm_sc13da.htm SNOW LAKE RESOURCES - FORM SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 1)1

 

Snow Lake Resources, Ltd

(Name of Issuer)

 

Common Shares, no par value per share

(Title of Class of Securities)

 

83336J208

(CUSIP Number)

 

Kushkush Investments Ply Ltd (Alexandra Discretionary Trust)

4 Balmoral Court

St Kilda East, Victoria, Australia 3183

Attn:  Chana Kimelman

61359259125

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 23, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

_______________

1       The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

Deerhunter Investments Pty Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

91,610

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

91,610

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

91,610

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5%

14

TYPE OF REPORTING PERSON

 

CO

 


 

 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

Kushkush Investments Ply Ltd (Alexandra Discretionary Trust)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

338,118

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

338,118

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

338,118

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9%

14

TYPE OF REPORTING PERSON

 

CO

 


 

 

 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

M + T K PTY LTD < MTK SUPERANNUATION FUND>

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

51,338

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

51,338

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

51,338

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

TYPE OF REPORTING PERSON

 

CO

 


 

 

 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

DELAWARE IR LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

220,328

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

220,328

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

220,328

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

14

TYPE OF REPORTING PERSON

 

OO

 


 

 

 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

Benjamin Abraham Fogelgarn

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

67,194

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

67,194

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

67,194

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON

 

IN

 


 

 

 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

Nikola Najdoski

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

112,043

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

112,043

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

112,043

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6%

14

TYPE OF REPORTING PERSON

 

IN

 


 

 

 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

Yukor Mipoz Pty Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

45,580

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

45,580

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

45,580

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

TYPE OF REPORTING PERSON

 

CO

 


 

 

 

 

 

 

 

CUSIP No. 83336J208

 

 

1

NAME OF REPORTING PERSONS

 

Ozzi Pty Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

 

45,580

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

45,580

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

45,580

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

TYPE OF REPORTING PERSON

 

CO

 


 

 

 

CUSIP No. 83336J208

 

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

The Reporting Persons (as defined in Item 2 herein) previously filed a statement on Schedule 13D on July 20, 2022 (the “Initial Schedule 13D”) with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 13d−1(d) promulgated under the Exchange Act to report the Reporting Person’s beneficial ownership of Shares (as defined in Item 1 herein) of the Issuer (as defined in Item 1 herein).

 

On October 23, 2022, the Reporting Persons entered into a Support and Voting Agreement (the “Support and Voting Agreement”) with Nova Minerals Limited (“Nova”). The Support and Voting Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference. As a result of entering into the Support and Voting Agreement, the Reporting Persons and Nova may be deemed to be a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Exchange Act. As a result, the Reporting Person is filing this amendment to Schedule 13D (this “statement”).

 

Item 1.

Security and Issuer.

 

This statement relates to the Common Shares, no par value per share (the “Shares”), of Snow Lake Resources, Ltd, a Canadian corporation incorporated in the province of Manitoba (the “Issuer”). The address of the principal executive office of the Issuer is 242 Hargrave Street, #1700, Winnipeg, Manitoba R3C 0V1 Canada.

 

Item 2.

Identity and Background.

 

(a)       This statement is filed on behalf of Deerhunter Investments Pty Ltd an Australian corporation (“Deerhunter”); Kushkush Investments Ply Ltd (Alexandra Discretionary Trust), an Australian corporation (“Kushkush”); M + T K PTY LTD < MTK SUPERANNUATION FUND>, an Australian corporation (“M + T”); Delaware IR LLC, a Delaware limited liability company (“Delaware IR”); Benjamin Abraham Fogelgarn, a natural person who is a citizen of Australia; Nikola Najdoski, a natural person who is a citizen of Australia; Yukor Mipoz Pty Ltd, an Australian corporation (“Yukor Mipoz”); and Ozzi Pty Ltd, an Australian corporation (“Ozzi,” and collectively with the other persons named in this Item 2(a), the “Reporting Persons”). 

 

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of each of Deerhunter, Kushkush, M + T, Delaware IR, Yukor Mipoz and Ozzi. To the best of each Reporting Person’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

 

(b)       Deerhunter’s principal business address is 234 Balaclava Rd, Caulfield North VIC, Australia 3161. 

 

Kushkush’s principal business address is 4 Balmoral Court, St Kilda East, Victoria, Australia 3183.

 

M + T’s principal business address is 234 Balaclava Rd Caulfield Vic, Australia 3163 .

 

Delaware IR’s principal business address is The Green, STE A, Dover, DE 19901.

 

Mr. Fogelgarn’s principal business address is U4 93 Orrong Rd Elsternwick, 3185, Melbourne, Australia.

 


Mr. Najdoski’s principal business address is 240 South Cct, Oran Park NSW, Australia 2570.

 

Yukor Mipoz’s principal business address is 12 Liscard Street, Elsternwick Vic, Australia 3185.

 

Ozzi’s principal business address is 12 Liscard Street, Elsternwick Vic, Australia 3185.

 

 

 

(c)       The principal occupation and business of the Reporting Persons is as follows:  each of Deerhunter, Kushkush, M + T, Delaware IR, Yukor Mipoz and Ozzi – investment, Mr. Fogelgarn – education and Mr. Najdoski – self-employed. 

 

(d)       None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       Mr. Fogelgarn and Mr. Najdoski are each Australian Citizens. Deerhunter, Kushkush, M + T, Yukor Mipoz and Ozzi are each organized under the laws of Australia.  Delaware IR is organized under the laws of the State of Delaware.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Not applicable.

 

Item 4.

Purpose of Transaction.

 

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or, eventually, decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

The Reporting Persons do not have a present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as follows or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. With respect to subparagraph (d) of Item 4 of Schedule 13D, (i) on June 8, 2022, the Reporting Persons sent the Issuer a notice requesting a special meeting of the Issuer’s shareholders to replace the current board of directors of the Issuer with a slate of candidates proposed by the Reporting Persons (the “Proposals”) and (ii) on July 18, 2022 the Reporting Persons sent to the shareholders of the Issuer the Notice of Special Meeting of Shareholders attached hereto as Exhibit 99.1 setting a date of August 10, 2022 for a special meeting of shareholders and setting July 15, 2022 as the record date for such meeting.  


 

Following the filing of the Initial Schedule 13D, the following events occurred:

 

On July 20, 2022, the Issuer announced that no special meeting of shareholders on August 10, 2022 would take place. Also on July 20, 2022, the Issuer filed an application with the Court of Queen’s Bench (Manitoba) (the “Court”) for a declaration that the Notice was null and void. In connection with such application, the Chief Executive Officer of the Issuer submitted an affidavit affirming that he did “not anticipate any major or unusual changes to [the Issuer’s] business, such as acquisitions, transactions, or financings outside the ordinary course of business, between [then] and December 15, 2022” (emphasis added).

 

The Notice by the Reporting Persons and the filing by the Issuer with the Court was disclosed by the Issuer in a report on Form 6-K filed on July 21, 2022 with the SEC.

 

The Issuer disclosed in a report on Form 6-K filed August 8, 2022 that the Court had invalidated the special meeting to be held August 10, 2022 called by the Reporting Persons and validated the meeting to be held December 15, 2022 called by the Issuer.

 

On September 26, 2022, contrary to its Chief Executive Officer’s affirmation to the Court described above that the Issuer did not anticipate any financing, the Issuer filed a registration statement on Form F-1 (the “Registration Statement”) with the SEC to offer and sell 10,000,000 newly issued Common Shares.

 

Based upon the events described above, on September 27, 2022, Nova, as a non-party, successfully sought standing as an Intervenor in the Reporting Persons’ pending motion to have the Court enjoin the share issuance proposed by the Issuer by means of the Registration Statement. Nova joined the Reporting Persons in arguing that the Court issue an interlocutory injunction prohibiting the Issuer from carrying out any share issuances out of the ordinary course of business, including the issuance proposed by means of the Registration Statement, until the annual shareholder meeting to be held December 15, 2022. The Court ordered an interim injunction prohibiting the Issuer from carrying out the share issuance pending the Court’s decision on the motion.

 

On September 29, 2022, the Court issued an order enjoining the Issuer from issuing any securities prior to October 27, 2022, the record date for the determination of the shareholders entitled to vote at the Company’s annual shareholder meeting to be held December 15, 2022.

 

On October 23, 2022, the Reporting Persons entered into the Support and Voting Agreement with Nova. Pursuant to the Support and Voting Agreement, the Reporting Persons have agreed to coordinate its actions with Nova with respect to their Common Shares and may be deemed to have formed a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Exchange Act.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.

 

Depending on various factors including, without limitation, the Support and Voting Agreement, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deems appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.


 

Item 5.

Interest in Securities of the Issuer.

 

The Reporting Persons own an aggregate of 971,791 Common Shares which represents approximately 5.4% of the outstanding Common Shares of the Issuer.  The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 17,924,758 Common Shares outstanding as of September 23, 2022 as disclosed in the Registration Statement filed by the Issuer on September 26, 2022 with the SEC.  The ownership of each Reporting Person is set forth below.

 

DEERHUNTER INVESTMENTS PTY LTD

 

 

(a)

As of the close of business on October 21, 2022, Deerhunter beneficially owned 91,610 Shares.

 

Percentage: Approximately 0.5%

 

 

(b)

1. Sole power to vote or direct vote: 91,610
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 91,610
4. Shared power to dispose or direct the disposition: 0

 

 

(c)

Deerhunter engaged in no transactions in the Shares in the past 60 days.

 

  

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

  

 

(e)

Not applicable.

 

KUSHKUSH INVESTMENTS PLY LTD (ALEXANDRA DISCRETIONARY TRUST) 

 

 

(a)

As of the close of business on October 21, 2022, Kushkush beneficially owned 338,118 Shares.

 

Percentage: Approximately 1.9%

 

 

(b)

1. Sole power to vote or direct vote: 338,118
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 338,118
4. Shared power to dispose or direct the disposition: 0

 

 

(c)

Kushkush engaged in no transactions in the Shares in the past 60 days.

 

  

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

  

 

(e)

Not applicable.

 

M + T K PTY LTD < MTK SUPERANNUATION FUND>

 

 

(a)

As of the close of business on October 21, 2022, Deerhunter beneficially owned 51,338 Shares.

 

Percentage: Approximately 0.3%

 

 

(b)

1. Sole power to vote or direct vote: 51,338
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 51,338
4. Shared power to dispose or direct the disposition: 0

 


 

(c)

M + T engaged in no transactions in the Shares in the past 60 days.

 

  

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

  

 

(e)

Not applicable.

 

 

DELAWARE IR, LLC 

 

 

(a)

As of the close of business on October 21, 2022, Delaware IR beneficially owned 220,328 Shares.

 

Percentage: Approximately 1.2%

 

 

(b)

1. Sole power to vote or direct vote: 220,328
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 220,328
4. Shared power to dispose or direct the disposition: 0

 

 

(c)

Delaware IR engaged in no transactions in the Shares in the past 60 days.

 

  

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

  

 

(e)

Not applicable.

 

BENJAMIN ABRAHAM FOGELGARN

 

 

(a)

As of the close of business on October 21, 2022, Mr. Fogelgarn beneficially owned 67,194 Shares.

 

Percentage: Approximately 0.4%

 

 

(b)

1. Sole power to vote or direct vote: 67,194
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 67,1940
4. Shared power to dispose or direct the disposition: 0

 

 

(c)

Mr. Fogelgarn engaged in no transactions in the Shares in the past 60 days.

 

  

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

  

 

(e)

Not applicable.

 


 

NIKOLA NAJDOSKI

 

 

(a)

As of the close of business on October 21, 2022, Mr. Najodski beneficially owned 112,043 Shares.

 

Percentage: Approximately 0.6%

 

 

(b)

1. Sole power to vote or direct vote: 112,043
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 112,043
4. Shared power to dispose or direct the disposition: 0

 

 

(c)

Mr. Najodski engaged in no transactions in the Shares since in the past 60 days.

 

  

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

  

 

(e)

Not applicable.

 

YUKOR MIPOZ PTY LTD

 

 

(a)

As of the close of business on October 21, 2022, Yukor Mipoz beneficially owned 45,580 Shares.

 

Percentage: Approximately 0.3%

 

 

(b)

1. Sole power to vote or direct vote: 45,580
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 45,580
4. Shared power to dispose or direct the disposition: 0

 

 

(c)

Yukor Mipoz engaged in no transactions in the Shares since in the past 60 days.

 

  

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

  

 

(e)

Not applicable.

 

 

OZZI PTY LTD

 

 

(a)

As of the close of business on October 21, 2022, Ozzi beneficially owned 45,580 Shares.

 

Percentage: Approximately 0.3%

 

 

(b)

1. Sole power to vote or direct vote: 45,580
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 45,580
4. Shared power to dispose or direct the disposition: 0

 

 

(c)

Ozzi engaged in no transactions in the Shares since in the past 60 days.

 

 

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

 

(e)

Not applicable.


In their statement on Schedule 13G/A filed on May 27, 2022 with the SEC, Nova reported beneficially owning 6,600,000 Common Shares of the Issuer, representing approximately 36.8% of the outstanding Common Shares of the Issuer.

 

As a result of the Support and Voting Agreement among the Reporting Persons and Nova and the deemed formation of a group thereby, such group collectively may be deemed to hold voting power with respect to an aggregate of 7,571,791 Common Shares, which, as of September 23, 2022, represents 42.2% of the outstanding Common Shares of the Issuer. The Reporting Persons disclaims beneficial ownership of Common Shares held by Nova.

 

In accordance with the Support and Voting Agreement, Nova has agreed to (i) vote its Common Shares in favor of, and provide a proxy to the Reporting Persons in furtherance of, the Proposals, and (ii) not directly or indirectly transfer its Common Shares prior to a meeting of shareholders voting on the Proposals. Accordingly, Nova may be deemed to share voting power and dispositive power of all of its Common Shares with the Reporting Persons.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On October 23, 2022, the Reporting Persons and Nova entered into the Support and Voting Agreement pursuant to which Nova agreed, among other things, to (i) vote its Common Shares in favor of, and provide a proxy to the Reporting Persons in furtherance of, the Proposals, (ii) not directly or indirectly transfer its Common Shares prior to a meeting of shareholders voting on the Proposals, and (iii) indemnify the Reporting Persons for 88.1% of any damages, costs and legal expenses that arise after the date of the Support and Voting Agreement. The Support and Voting Agreement shall terminate upon the earliest to occur of the written agreement of the Reporting Persons and Nova, the effective time of the Proposals having been adopted or rejected by the shareholders of the Issuer at any meeting of shareholders, the withdrawal of the Requisition, or December 31, 2022.

 

The foregoing description of the Support and Voting Agreement does not purport to be complete and is qualified in their entirety by reference to the Form of Support and Voting Agreement filed as Exhibit 99.1 to this statement.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships between or among the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 99.1

Support and Voting Agreement dated October 23, 2022


 

CUSIP No. 83336J208

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  October 24, 2022

 

 

 

 

DEERHUNTER INVESTMENTS PTY LTD

 

 

 

 

 

 

 

 

By:/s/ Romy Hersham

 

 

 

 

Name:  Romy Hersham

 

 

 

 

Title:    Director

 

 

 

 

 

 

 

KUSHKUSH INVESTMENTS PLY LTD (ALEXANDRA DISCRETIONARY TRUST)

 

 

 

 

 

 

 

 

By:/s/ Chana Kimelman

 

 

 

 

Name:  Chana Kimelman

 

 

 

 

Title:    Director

 

 

 

 

 

 

 

M + T K PTY LTD < MTK SUPERANNUATION FUND>

 

 

 

 

 

 

 

 

By:/s/ Moishe Kimelman

 

 

 

 

Name:  Moishe Kimelman

 

 

 

 

Title:    Director

 

 

 

 

 

 

 

DELAWARE IR LLC

 

 

 

 

 

 

 

 

By:/s/ Menachem Wagner

 

 

 

 

Name:  Menachem Wagner

 

 

 

 

Title:    Manager

 

 

 

 

 

 

 

/s/ Benjamin Abraham Fogelgarn

 

 

 

 

Benjamin Abraham Fogelgarn

 

 

 

 

 

 

 

/s/ Nikola Najdoski

 

 

 

 

Nikola Najdoski

 

 

 

 

 

 

 

YUKOR MIPOZ PTY LTD

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Mordechai Zalman Fixler

 

 

 

 

Name:  Mordechai Zalman Fixler

 

 

 

 

Title:    Director

 

 

 

 

 

 

 

 

OZZI PTY LTD

 

 

 

 

 

 

 

By:

/s/ Mordechai Zalman Fixler

 

 

 

 

Name:  Mordechai Zalman Fixler

 

 

 

 

Title:    Director


 

CUSIP No. 83336J208

 

SCHEDULE A

 

Directors and Officers of Deerhunter Investments Pty Ltd

 

Name and Position

Principal Occupation

Principal Business Address

Citizenship

Romy Hersham, Director 

 Trade Financier

 602/566 St Kilda Rd, Melbourne VIC, Australia 3004

 Australia

 

Directors and Officers of Kushkush Investments Ply Ltd (Alexandra Discretionary Trust)

 

Name and Position

Principal Occupation

Principal Business Address

Citizenship

Chana Kimelman, Director 

 

 4 Balmoral Court St Kilda East 3183 Victoria, Australia

 Australia

 

Directors and Officers of M + T K PTY LTD < MTK SUPERANNUATION FUND>

 

Name and Position

Principal Occupation

Principal Business Address

Citizenship

Moishe Kimelman, Director 

 

 602/566 St Kilda Rd, Melbourne Vic, Australia 3004

 Australia

Avital Kimelman, Director

 

234 Balaclava Rd Caulfield Vic, Australia 3163  

Australia

 

Directors and Officers of Delaware IR LLC.

 

Name and Position

Principal Occupation

Principal Business Address

Citizenship

Menachem Wagner, Manager 

 

 8, The Green STE A Dover, DE 19901

United States

 

Directors and Officers of Yukor Mipoz Pty Ltd

 

Name and Position

Principal Occupation

Principal Business Address

Citizenship

Mordechai Zalman Fixler, Director

Sole Director for Yukor Mipoz Pty Ltd and Ozzi Pty Ltd

12 Liscard Street, Elsternwick Vic, Australia 3185

Australia

 

Directors and Officers of Ozzi Pty Ltd

 

Name and Position

Principal Occupation

Principal Business Address

Citizenship

Mordechai Zalman Fixler, Director

Sole Director for Yukor Mipoz Pty Ltd and Ozzi Pty Ltd

12 Liscard Street, Elsternwick Vic, Australia 3185

Australia

 

EX-99.1 2 litm_ex99z1.htm SUPPORT AND VOTING AGREEMENT DATED OCTOBER 23, 2022

Support and Voting Agreement

 

This agreement (the “Agreement”) is made and entered into as of October 23, 2022, by and among each of the parties listed on Exhibit A hereto (each, an “Requisitioning Shareholder” and collectively, the “Requisitioning Shareholders” and Nova Minerals Limited, an Australian corporation (the “Investor”). The Investor and each of the Requisitioning Shareholders are each herein referred to as a “party” and collectively, the “parties.”)

 

Whereas, the Investor beneficially owns the 6,600,000 Common Shares (as defined herein) (the “Subject Shares”) of Snow Lake Resources Ltd., a Manitoba corporation (the “Company”);

 

Whereas, the Requisitioning Shareholders have requisitioned a meeting of the common shareholders of the Company (the “Requisition”) to:

 

(i)remove all of the directors of the Company, including but not limited to, Philip Gross, Allan David Engel and Hadassah Slater, along with any other directors appointed following the date hereof;  

(ii)fix the number of directors at six for the ensuing year; and  

(iii)elect, Dale Schultz, Nachum Labkowski, Brian Imrie, Peretz Schapiro, Kathleen Skerrett and Shlomo Kievman to the board of directors of the Company to hold office until the next annual meeting of Shareholders  

(collectively, the “Proposals”);

 

Whereas, the Requisitioning Shareholders have reached an agreement with the Investor with respect to certain matters as provided in this Agreement;

 

Whereas, the 2022 annual and special meeting of Shareholders of the Company (the “2022 Meeting”) is scheduled to be held on December 15, 2022, unless otherwise accelerated;

 

Now, Therefore, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor and the Requisitioning Shareholders hereby agree as follows:

 

Section 1.Definitions and Interpretive Provisions. 

 

(i)As used in this Agreement  

 

a.the term “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the province of Manitoba or the state of Victoria, Australia are authorized or obligated to be closed by applicable law; 

b.the term “Common Shares” means common shares in the capital of the Company; 

c.the terms “Effective Time” means the effective time of the Proposals having been adopted or rejected by the Shareholders at any meeting of Shareholders called to vote upon the Proposals (including the 2022 Meeting); 

d.the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and 

e.the term “Shareholders” means holders of Common Shares. 

 

(ii)In this Agreement: 

 

a.the division of this Agreement into Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement; 

b.any reference to gender includes all genders and words importing the singular number include the plural and vice versa; 


c.if the date on which any action is required to be taken by a party to this Agreement is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place; 

d.the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”; 

e.the term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it; and  

f.any reference to a particular statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, consolidated, replaced or re-enacted. 

 

Section 2.Covenants of the Investor. 

 

The Investor covenants and agrees that during the period from the date of this Agreement until the earlier of (i) the Effective Time; and (ii) the date on which this Agreement is terminated in accordance with its terms, unless otherwise required or expressly permitted by this Agreement:

 

(i)Agreement to Vote in Favour. At any meeting of security holders of the Company called to vote upon the Proposals (including the 2022 Meeting) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Proposals is sought, the Investor shall cause its Subject Shares to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares: (i) in favour of the approval of the Proposals and (ii) in favour of any other matter necessary for the consummation of the Proposals or any other transaction contemplated by the Proposals. 

 

(ii)Agreement to Vote Against. At any meeting of security holders of the Company (including the 2022 Meeting) or at any adjournment or postponement thereof or in any other circumstance upon which a vote, consent or other approval of all or some of the security holders of the Company is sought (including by written consent in lieu of a meeting), the Investor shall cause its Subject Shares to be counted as present (in person or by proxy) for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares against: (i) any proposals from the Company that contradict the Proposals and (ii) any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Investor under this Agreement or (B) impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Proposals. 

 

(iii)Restriction on Transfer. The Investor agrees not to directly or indirectly: (i) sell, transfer, assign, gift-over, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Shares to any Person or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares. 

 

(iv)Additional Common Shares. The Investor: (i) agrees promptly to notify the Requisitioning Shareholders of any new Common Shares acquired by the Investor after the execution of this Agreement and (ii) acknowledges that any such new Common Shares will be subject to the terms of this Agreement as though owned by the Investor on the date of this Agreement.  

 

(v)Delivery of Proxy. The Investor agrees that it will, on or before the fifth Business Day prior to the 2022 Meeting: (i) with respect to any Subject Shares that are registered in the name of the Investor, the Investor shall deliver or cause to be delivered, in accordance with the instructions set out in the Requisitioning Shareholders circular and with a copy to the Requisitioning Shareholders  


concurrently with such delivery, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the approval of the Proposals and (ii) with respect to any Subject Shares that are beneficially owned by the Investor but not registered in the name of the Investor, the Investor shall deliver or cause to be delivered voting instructions to the intermediary through which the Investor holds its beneficial interest in the Investor’s Subject Shares, with a copy to the Requisitioning Shareholders concurrently, instructing that the Investor’s Subject Shares be voted in favour of the approval of the Proposals. Such proxy or proxies shall name those individuals as may be designated by the Requisitioning Shareholders in the Requisitioning Shareholders circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Requisitioning Shareholders.

 

(vi)Other Covenants. The Investor hereby: 

 

a.consents to: (A) details of, or a summary of, this Agreement being set out in any news release, information circular and court documents or other public disclosure produced by the Requisitioning Shareholders in connection with the Proposals and (B) this Agreement being made publicly available, including by filing on EDGAR; and  

 

b.acknowledges and agrees that a summary of the negotiations leading to the execution and delivery of this Agreement may appear in the Requisitioning Shareholders circular and in any other public disclosure document required by any applicable laws and further agrees that it will, as promptly as practicable, notify the Requisitioning Shareholders of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure documents if and to the extent that the Investor becomes aware that any such information shall have become false or misleading in any material respect.  

 

Section 3.Consent of each Requisitioning Shareholder 

 

Each Requisitioning Shareholder consents to: (A) details of, or a summary of, this Agreement being set out in any announcement that the Investor may file with the Australian Securities Exchange and court documents or other public disclosure produced by the Investor in connection with this Agreement and (B) this Agreement being made publicly available, including by filing on Schedule 13D with the Securities and Exchange Commission via EDGAR.

 

Section 4.Representations and Warranties of the Investor. 

 

The Investor represents and warrants to the Requisitioning Shareholders as follows as at the date of this Agreement and acknowledges that the Requisitioning Shareholders are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

 

(i)Organization and Authority and Capacity. (i) the Investor is a corporation incorporated and existing under the laws of its jurisdiction of incorporation; (ii) the execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Investor are necessary to authorize this Agreement or the transactions contemplated by this Agreement; and (iii) the Investor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement.  

 

(ii)Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Investor and constitutes a legal, valid and binding agreement of the Investor enforceable against it in accordance with its terms subject only to any limitation on bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction. 


 

(iii)Non-Contravention. The execution and delivery of this Agreement by the Investor, the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or result in the violation of: (i) the articles, by-laws or other constating documents of the Investor (as applicable); (ii) any other agreement or instrument to which the Investor is a party or by which the Investor or any of the Investor's property or assets is bound; and (iii) any applicable laws.  

 

(iv)Ownership of Subject Shares. The Investor is the legal and beneficial owner of, or the beneficial owner exercising control or direction over, all of the Subject Shares, free and clear of any liens. The Subject Shares are the only securities of the Company owned, directly or indirectly, or over which control or direction is exercised by the Investor. The Investor has sole dispositive power and the sole power to agree to the matters set forth in this Agreement with respect to the Subject Shares. None of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting thereof, except as contemplated by this Agreement. The Investor has no agreement or option or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition or transfer to the Investor of additional securities of the Company. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual), capable of becoming an agreement or option for the purchase, acquisition or transfer from the Investor of any of the Subject Shares. 

 

(v)Litigation. There is no claim, action, lawsuit, arbitration, mediation or other proceeding in progress, pending or ongoing, or, to the knowledge of the Investor, threatened against or affecting the Investor that would reasonably be expected to have an adverse impact on the validity of this Agreement. 

 

Section 5.Notice. 

 

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; or (ii) one (1) Business Day after deposit with a nationally recognized overnight delivery service and concurrently sent by e-mail, in each case properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

 

To the Investor:

 

Nova Minerals Limited

Suite 602, 566 St Kilda Road

Melbourne, Victoria, 3004

Australia

 

Attention: Craig Bentley, Director of Finance & Compliance

E-mail:

 

To the Requisitioning Shareholders: As set forth in the respective addresses listed in Exhibit A hereto with a copy to (which shall not constitute notice):

 

Garfinkle Biderman LLP

1 Adelaide Street East, Suite 801

Toronto, Ontario  M5C 2V9

 

Attention: Shimmy Posen

E-mail: sposen@garfinkle.com


 

Section 6.Governing Law. 

 

This Agreement shall be governed by, and construed in accordance with, the law of the State of Victoria, and each party irrevocably submits to the personal jurisdiction of the State of Victoria as the exclusive venue for adjudication of any dispute hereunder.

 

Section 7.Entire Agreement. 

 

This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and supersedes all prior agreements with respect to the subject matter hereof. The Requisitioning Shareholders may enter into a materially similar agreement with one or more other investors but any such agreement shall constitute a separate obligation and one investor shall not become a third party beneficiary of another investor’s agreement.

 

Section 8.Receipt of Adequate Information; No Reliance; Representation by Counsel. 

 

Each party acknowledges that it has received adequate information to enter into this Agreement, that it has not relied on any promise, representation or warranty, express or implied not contained in this Agreement and that it has been represented by counsel in connection with this Agreement.  The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties.

 

Section 9.Indemnity. 

 

The Investor agrees to indemnify the Requisitioning Shareholders for 88.1% of any damages, costs and legal expenses that arise after the date of this Agreement from any claim (“Claim”) made by, or other legal proceeding against, Snow Lake Resources Ltd. The Investor shall advance 88.1% of any amounts under this section prior to the resolution of the merits of any Claim in circumstances in which any Requisitioning Shareholder is required to pay or deposit any money as security for costs or retainer prior to being able to defend or contest the same.

 

Section 10.Severability. 

 

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.

 

Section 11.Amendment. 

 

This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties.

 

Section 12.Termination. 

 

This Agreement shall terminate at the Effective Time or other date established by mutual written agreement of the parties hereto. Notwithstanding the foregoing, Section 9 (Indemnity) shall survive the termination of this Agreement. No termination of this Agreement shall relieve any Party from liability for any breach of this Agreement prior to such termination.


 

This Agreement shall terminate upon the earliest to occur of:

 

(i)the written agreement of the Requisitioning Shareholders and the Investor; 

 

(ii)the Effective Time; 

 

(iii)the withdrawal of Requisition; and 

 

(iv)December 31, 2022. 

 

Section 13.Injunctive Relief. 

 

The parties to this Agreement agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedies to which the parties to this Agreement may be entitled at law or in equity.

 

Section 14.Successors and Assigns; No Third Party Beneficiaries. 

 

This Agreement shall bind the successors and permitted assigns of the Parties, and inure to the benefit of any successor or permitted assign of any of the parties; provided, however, that no party may assign this Agreement without the prior written consent of the other parties.

 

Section 15.Counterparts. 

 

This Agreement may be executed in any number of counterparts (including counterparts by email) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties to this Agreement shall be entitled to rely upon delivery of an executed PDF or similar executed electronic copy of this Agreement, and such PDF or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties hereto.

 

 

(Signature page follows)


 

In Witness Whereof, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

 

NOVA MINERALS LIMITED

 

 

 

 

 

: /s/ Christopher Gerteisen

 

By: Christopher Gerteisen

 

Title: Executive Director & CEO

 

 

 

 

 

: /s/ Craig Bentley

 

By: Craig Bentley

 

Title: Director of Finance & Compliance

 

 

 

 

 

 

 

KUSHKUSH INVESTMENTS PLY LTD (ALEXANDRA DISCRETIONARY TRUST)

M + T K PTY LTD < MTK
SUPERANNUATION FUND>

 

 

 

 

 

 

 

 

Per:

/s/ Chana Kimelman

Per:

/s/ Moishe Kimelman

 

Chana Kimelman, Director

 

Moishe Kimelman, Director

 

 

 

 

DELAWARE IR LLC

 

 

 

 

 

 

 

 

 

 

Per:

/s/ Menachem Wagner

 

/s/ Benjamin Abraham Fogelgarn

 

Menachem Wagner, Manager

 

Benjamin Abraham Fogelgarn

 

 

 

 

 

 

YUKOR MIPOZ PTY LTD

 

 

 

 

 

 

 

 

 

/s/ Nikola Najdoski

Per:

/s/ Mordechai Zalman Fixler

 

Nikola Najdoski

 

Mordechai Zalman Fixler, Director

 

 

 

 

OZZI PTY LTD

DEERHUNTER INVESTMENTS PTY LTD

 

 

 

 

 

 

 

 

Per:

/s/ Mordechai Zalman Fixler

Per:

/s/ Romy Hersham

 

Mordechai Zalman Fixler, Director

 

Romy Hersham, Director


 

Exhibit A

 

Requisitioning

Shareholder

Shares of Common Shares Owned 

Notice

Kushkush Investments Ply Ltd (Alexandra Discretionary Trust)

338,118

 

M + T K PTY LTD < MTK SUPERANNUATION FUND>

51,338

 

Delaware IR LLC

220,328

 

Benjamin Abraham Fogelgarn

67,194

 

Nikola Najdoski

112,043

 

Yukor Mipoz Pty Ltd

45,580

 

Ozzi Pty Ltd

45,580

 

Deerhunter Investments Pty Ltd

91,610