UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
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For the fiscal year ended
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For the transition period from __________ to _________
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Tel: (204) 815-5806
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| ☒ | ☐ No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
☐ Large Accelerated filer | ☐ Accelerated filer | ☒ |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Annual Report on Form 20-F
Year Ended June 30, 2023
TABLE OF CONTENTS
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Item 14. | Material Modifications to The Rights Of Security Holders And Use Of Proceeds | 95 |
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Item 16E | — Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 98 |
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Item 16I | — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 99 |
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ii
CERTAIN INFORMATION
As used in this Annual Report on Form 20-F (the “Annual Report”), unless otherwise indicated or the context otherwise requires, references to
| ● | “we,” “Snow Lake,” “us,” “our,” “the Company,” or “our company” are to Snow Lake Resources Ltd., including its subsidiaries; |
| ● | “common shares” are to our common shares, no par value; and |
| ● | “NASDAQ” are to the Nasdaq Capital Market. |
In this Annual Report on Form 20-F, references to “Canada” are to Canada and its provinces and territories and references to “$,” “USD,” “dollars,” “USD$” or “U.S. dollars” are to the legal currency of the United States and references to “C$,” or “Canadian dollar” are to the legal currency of Canada.
Solely for the convenience of the reader, this Annual Report on Form 20-F contains translations of certain Canadian dollar amounts into U.S. dollars at specified rates. Except as otherwise stated in this Annual Report on Form 20-F, all translations from Canadian dollar to U.S. dollars are based on the closing rate of C$1.3240 per $1.00 for cable transfers of Canadian dollars, as certified by Bank of Canada on June 30, 2023. On October 30, 2023, the closing rate for Canadian dollar was C1.3833 per US$1.00. No representation is made that such Canadian dollar amounts referred to in this Annual Report on Form 20-F could have been or could be converted into U.S. dollars at such rates or any other rates. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.
The audited consolidated financial statements and notes thereto as of and for fiscal 2023, 2022 and 2021 included elsewhere in this Annual Report on Form 20-F have been prepared in accordance with International Financial Reporting Standards, or IFRS. Our fiscal year end is June 30.
Share Consolidation (“Reverse Split”)
On October 7, 2021, we effectuated a one-for-five reverse stock split of our common shares, or the Reverse Split. The Reverse Split combined each five of our common shares into one common share. Fractional shares were not issued to any existing shareholder in connection with the Reverse Split, but the Company purchased from each existing shareholder the right to such fractional share that would have been issued, at a price based on our initial public offering price. The right to fractional shares which the Company purchased resulting from the Reverse Split, in the aggregate, was less than ten (10) common shares. The historical audited financial statements included elsewhere in this Annual Report on Form 20-F have been adjusted for the Reverse Split. Unless otherwise indicated, all other share and per share data in this Annual Report on Form 20-F have been retroactively adjusted, where applicable, to reflect the Reverse Split as if it had occurred as at the June 30, 2019 fiscal year end. References to “post-consolidation” below are references to the number of our common shares after giving effect to this share consolidation.
FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Risk Factors”, “Information on the Company”, “Operating and Financial Review and Prospects,” and elsewhere in this Annual Report. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
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| ● | our goals and strategies; |
| ● | expectations regarding revenue, expenses and operations; |
| ● | our having sufficient working capital and be able to secure additional funding necessary for the continued exploration of our property interests; |
| ● | expectations regarding the potential mineralization, geological merit and economic feasibility of our projects; |
| ● | expectations regarding exploration results at the Snow Lake Lithium™ Project; |
| ● | mineral exploration and exploration program cost estimates; |
| ● | expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations; |
| ● | receipt and timing of exploration permits and other third-party approvals; |
| ● | government regulation of mineral exploration and development operations; |
| ● | expectations regarding any social or local community issues that may affected planned or future exploration and development programs; and |
| ● | key personnel continuing their employment with us. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this Annual Report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
3.D. Risk factors
You should carefully consider all of the information in this Annual Report, including various changing regulatory, competitive, economic, political and social risks and conditions described below, before making an investment in our common shares. One or more of a combination of these risks could materially impact our business, results of operations and financial condition. In any such case, the market price of our common shares could decline, and you may lose all or part of your investment.
Our Risks and Challenges
Our prospects should be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by similar companies. Our ability to realize our business objectives and execute our strategies is subject to risks and uncertainties, including, among others, the following summary risk factors set forth in more detail below:
·We have a limited operating history and have not yet generated any revenues;
·Our financial statements have been prepared on a going concern basis and our financial status creates a doubt whether we will continue as a going concern;
·If we do not obtain additional financing, our business may be at risk or execution of our business plan may be delayed;
·Future pandemics, such as the recent coronavirus pandemic may cause a material adverse effect on our business;
·We have obtained an S-K 1300 compliant mineral resource report which represented only estimates and no assurance can be given that any anticipated tonnages and grades will be achieved, or that the indicated level of recovery will be realized. Further drilling will be required to determine whether the Snow Lake Lithium™ property contains proven or probable mineral reserves and there can be no assurance that we will be successful in our efforts to prove our resource.
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·Mineral exploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us;
·Our business operations are exposed to a high degree of risk associated with the mining industry;
·We may not be able to obtain or renew licenses or permits that are necessary to our operations;
·Our Snow Lake Lithium™ property may face indigenous land claims;
·Volatility in lithium prices and lithium demand may make it commercially unfeasible for us to develop our Snow Lake Lithium™ property;
·The future market demand for lithium is and will be heavily dependent on the growth and development and continuing market acceptance and growth in market share of EVs with the overall North American and worldwide auto industry. Any reduction in the rate of growth of the EV industry may adversely affect lithium prices and the commercial feasibility of our Snow Lake Lithium™ property;
·There can be no guarantee that our interest in the Snow Lake Lithium™ property is free from any title defects;
·Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies;
·We currently report our financial results under International Financial Reporting Standards, or IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles;
·Our directors and officers are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenue; and
·In the event that key personnel leave our company, we would be harmed since we are heavily dependent upon them for all aspects of our activities.
Risks Related to Our Business and Industry
Risks and uncertainties related to our business and industry include, but are not limited to, the following:
All of our business activities are now in the exploration stage and there can be no assurance that our exploration efforts will result in the commercial development of lithium concentrate or lithium hydroxide.
All of our operations are at the exploration and development stage and there is no guarantee that any such activity will result in commercial production of lithium mineral deposits. We have an S-K 1300 mineral resource estimate based on drilling to date. We intend to engage in additional exploratory drilling with proceeds from potential subsequent financings. in order to upgrade the resource classification of the Snow Lake Lithium™ property, and to eventually upgrade the resource into proven and probable reserves. The exploration for lithium deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish proven mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by us or any future development programs will result in a profitable commercial mining operation. There is no assurance that our mineral exploration activities will result in any discoveries of commercial quantities of lithium. There is also no assurance that, even if commercial quantities of ore are
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discovered, a mineral property will be brought into commercial production. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted. Our long-term profitability will be in part directly related to the cost and success of our exploration programs and any subsequent development programs.
Our mineral resources or reserves may be significantly lower than expected or as currently published.
We are in the exploration and development stage and our planned principal operations have not commenced. There is currently no commercial production on the Snow Lake Lithium™ property and we have not yet completed a pre-feasibility study (“PFS”). As such, our estimated proven or probable mineral reserves, expected mine life and lithium pricing cannot be determined as the exploration program, drilling, feasibility studies and pit (or mine) design optimizations have not yet been undertaken, and the actual mineral reserves may be significantly lower than expected. You should not rely on the past or any future S-K 1300 compliant technical report, or PFS, if and when completed and published, as indications that we will have successful commercial operations in the future. Even if we prove reserves on the Snow Lake Lithium™ property, we cannot guarantee that we will be able to develop and market them, or that such production will be profitable.
The estimation of lithium reserves is not an exact science and depends upon a number of subjective factors. Any measured, indicated or inferred resource figures presented in this Annual Report are estimates from the written reports of technical personnel and mining consultants who were contracted to assess the mining prospects. Resource estimates are a function of geological and engineering analyses that require us to forecast production costs, recoveries, and metals prices. The accuracy of such estimates depends on the quality of available data and of engineering and geological interpretation, judgment, and experience. Estimated indicated or inferred lithium resources may not be upgraded to measured or indicated, or to probable or proved reserves, and any reserves may not be realized in actual production and our operating results may be negatively affected by inaccurate estimates. Additionally, resource estimates do not determine the economics of a mining project and, although we have begun to prepare a PFS, even once the PFS is produced we cannot guarantee that it will reflect positive economics for our mining resources or that we will be able to execute our plans to create an economically viable mining operation.
Our mineral resources described in our most recent S-K 1300 compliant measured, indicated and inferred mineral resource report are only estimates and no assurance can be given that the anticipated tonnages and grades will be achieved, or that the indicated level of recovery will be realized.
We intend to continue exploration on our Snow Lake Lithium™ property and we may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. We can provide investors with no assurance that exploration on our current properties, or any other property that we may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent us from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of viable lithium mineral deposits on our properties, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.
We have no history of mineral production.
We are an exploration and development stage company and we have no history of mining mineral products from our properties. As such, any future revenues and profits are uncertain. There can be no assurance that our Snow Lake Lithium™ property will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to further technical studies, permitting requirements and construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate
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sufficient revenue to fund continuing operations. There is no certainty that we will generate revenue from any source, operate profitably or provide a return on investment in the future.
Lithium mining and production is relatively new to the Province of Manitoba and the Snow Lake area.
If and when our lithium resources on the Snow Lake Lithium™ property are proven, we intend to work towards entering the production stage of our operations.. Lithium mining has occurred at the Tanco mine located north east of Winnipeg, but the mining and processing of lithium ore has not previously been undertaken in or near the Snow Lake region of Manitoba. Locating the necessary experts and work force that are familiar with and trained in this particular mining process may be a challenge and our success may be hindered by the lack of historical familiarity with the processes and challenges faced in lithium mining and production.
Mineral exploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us.
Exploration and mining operations generally involve a degree of risk. Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of lithium, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life and damage to property and environmental damage, all of which may result in possible legal liability. Although we expect that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geo-mechanical issues, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of our operations that would have a material adverse effect on our business, financial condition, results of operations and prospects.
The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral deposit may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral resources and reserves, to develop metallurgical processes and to construct mining and processing facilities and infrastructure at a particular site. It is impossible to ensure that the exploration or development programs planned by us will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices that are highly cyclical, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our company not receiving an adequate return on invested capital. There is no certainty that the expenditures made towards the search and evaluation of mineral deposits will result in the discovery of mineral resources or the development of commercial quantities of mineral reserves.
Our development projects have no operating history upon which to base estimates of future capital and operating costs. Mineral resource and reserve estimates and estimates of capital and operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of capital and operating costs based upon anticipated tonnage and grades to be mined and processed, ground conditions, the configuration of the deposit, expected recovery rates of minerals from ore, estimated operating costs, and other factors. As a result, actual production, cash operating costs and economic returns could differ significantly from those estimated.
There are numerous risks associated with the development of the Snow Lake Lithium™ property.
Our future success will largely depend upon our ability to successfully explore, develop and manage the Snow Lake Lithium™ property. In particular, our success is dependent upon management’s ability to implement our strategy, to develop the project and to maintain ongoing lithium production from the mines that we expect to develop.
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Development of the Snow Lake Lithium™ property could be delayed, experience interruptions, incur increased costs or be unable to complete due to a number of factors, including but not limited to:
| ● | changes in the regulatory environment including environmental compliance requirements; |
| ● | non-performance by third party consultants and contractors; |
| ● | inability to attract and retain a sufficient number of qualified workers; |
| ● | unforeseen escalation in anticipated costs of exploration and development, or delays in construction, or adverse currency movements resulting in insufficient funds being available to complete planned exploration and development; |
| ● | increases in extraction costs including energy, material and labor costs; |
| ● | lack of availability of mining equipment and other exploration services; |
| ● | shortages or delays in obtaining critical mining and processing equipment; |
| ● | catastrophic events such as fires, storms or explosions; |
| ● | the breakdown or failure of equipment or processes; |
| ● | construction, procurement and/or performance of the processing plant and ancillary operations falling below expected levels of output or efficiency; |
| ● | civil unrest in and/or around the mine site and supply routes, which would adversely affect the community support of our operations; |
| ● | changes to anticipated levels of taxes and imposed royalties; and/or |
| ● | a material and prolonged deterioration in lithium market conditions, resulting in material price erosion. |
It is not uncommon for new mining developments to experience these factors during their exploration or development stages or during construction, commissioning and production start-up, or indeed for such projects to fail as a result of one or more of these factors occurring to a material extent. There can be no assurance that we will complete the various stages of exploration and development necessary in order to achieve our strategy in the timeframe pre-determined by us or at all. Any of these factors may have a material adverse effect on our business, results of operations and activities, financial condition and prospects.
Changes in technology and future demand may result in an adverse effect on our results of operation.
Currently lithium is a key metal used in batteries, including those used in electric vehicles. However, the technology pertaining to batteries, electric vehicles and energy creation and storage is changing rapidly and there is no assurance lithium will continue to be used to the same degree as it is now, or that it will be used at all. Any decline in the use of lithium ion batteries or technologies utilizing such batteries may result in a material and adverse effect on our future profitability, results of operation and financial condition.
Our business operations are exposed to a high degree of risk associated with the mining industry.
Our business operations are exposed to a high degree of risk inherent in the mining sector. Risks which may occur during the exploration and development of mineral resources include environmental hazards, industrial accidents, equipment failure, import/customs delays, shortage or delays in installing and commissioning plant and equipment, metallurgical and other processing problems, seismic activity, unusual or unexpected formations, formation pressures, rock bursts, wall failure, cave ins or slides, burst dam banks, flooding, fires, explosions, power outages, opposition with respect to mining activities from individuals, communities, governmental agencies and non-governmental
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organizations, interruption to or the increase in costs of services, cave-ins and interruption due to inclement or hazardous weather conditions.
Commencement of mining can also reveal mineralization or geologic formations, including higher than expected content of other minerals that can be difficult to separate from rare earth metals, which can result in unexpectedly low recovery rates.
Such occurrences could cause damage to, or destruction of properties, personal injury or death, environmental damage, pollution, delays, increased production costs, monetary losses and potential legal liabilities. Moreover, these factors may result in a mineral deposit, which has been mined profitably in the past to become unprofitable. They are also applicable to sites not yet in production and to expanded operations. Successful mining operations will be reliant upon the availability of processing and refining facilities and secure transportation infrastructure at the rate of duty over which we may have limited or no control. Any liabilities that we incur for these risks and hazards could be significant and the costs of rectifying the hazard may exceed our asset value.
Infrastructure required to carry on our business may be affected by unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure.
Exploitation of the Snow Lake Lithium™ property will depend to a significant degree on adequate infrastructure. In the course of developing our expected operations, assuming our exploration efforts will be successful, we may need to construct and support the construction of infrastructure, which includes permanent gas pipelines, water supplies, power, transport and logistics services which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure or any failure or unavailability in such infrastructure could materially adversely affect our operations, financial condition and results of operations.
We may not be able to obtain or renew licenses or permits that are necessary to our operations.
In the ordinary course of business, we will be required to obtain and renew governmental licenses or permits for exploration, development, construction and commencement of mining at the Snow Lake Lithium™ property. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings on the part of our company. The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities. We may not be able to obtain or renew licenses or permits that are necessary to our operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from the Snow Lake Lithium™ property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact our operations and profitability.
Our financial statements have been prepared on a going concern basis and our financial status creates a doubt whether we will continue as a going concern.
Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern.
The Snow Lake Lithium™ property may face indigenous land claims
The Snow Lake Lithium™ property may now or in the future be the subject of indigenous land claims. The legal nature of land claims is a matter of considerable complexity. The impact of any such claim on our ownership interest in the Snow Lake Lithium™ property cannot be predicted with any degree of certainty and no assurance can be given
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that a broad recognition of indigenous rights in the area in which the Snow Lake Lithium™ property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on our operations. Even in the absence of such recognition, we may at some point be required to negotiate with, and seek the approval of holders of, such interests in order to facilitate exploration and development work on the Snow Lake Lithium™ property. There is no assurance that we will be able to establish a practical working relationship with the indigenous groups in the area which would allow us to ultimately develop the Snow Lake Lithium™ property.
Volatility in lithium prices and lithium demand may make it commercially unfeasible for us to develop our Snow Lake Lithium™ Project.
The development of our Snow Lake Lithium™ property is dependent on the continued growth of the lithium market, and the continued increased demand for lithium chemicals by emerging producers of electric vehicles and other users of lithium-ion batteries. These producers and the related technologies are still under development and a continued sustained increase in demand is not certain. To the extent that such demand does not manifest itself, and the lithium market does not continue to grow, or existing producers increase supply to satisfy this demand, then our ability to develop our Snow Lake Lithium™ property will be adversely affected. Our lithium exploration and development activities may be significantly adversely affected by volatility in the price of lithium. Mineral prices fluctuate widely and are affected by numerous factors beyond our control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our lithium activities not producing an adequate return on invested capital to be profitable or viable.
There can be no guarantee that our interest in the Snow Lake Lithium™ property is free from any title defects.
We have taken all reasonable steps to ensure it has proper title to the Snow Lake Lithium™ property. However, there can be no guarantee that our interest in the Snow Lake Lithium™ property is free from any title defects, as title to mineral rights involves certain intrinsic risks due to the potential problems arising from the unclear conveyance history characteristic of many mining projects. There is also the risk that material contracts between us and relevant government authorities will be substantially modified to the detriment of us or be revoked. There can be no assurance that our rights and title interests will not be challenged or impugned by third parties.
Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies.
Our exploration programs are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies. If we are unable to obtain the requisite critical supplies in time and at commercially acceptable prices or if there are significant disruptions in the supply of electricity, water or other inputs to the mine site, our business performance and results of operations may experience material adverse effects.
We may experience an inability to attract or retain qualified personnel.
Our success depends to a large degree upon our ability to attract, retain and train key management personnel, as well as other technical personnel. If we are not successful in retaining or attracting such personnel, our business may be adversely affected. Furthermore, the loss of our key management personnel could materially and adversely affect our business and operations.
As our business becomes more established, it will also be required to recruit additional qualified key financial, administrative, operations and marketing personnel. There will be no guarantee that we will be able to attract and keep such qualified personnel and if we are not successful, it could have a material and adverse effect on our business and results from operations.
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Failure to comply with federal, provincial and/or local laws and regulations could adversely affect our business.
Our mining operations are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people, and other matters. This includes periodic review and inspection of the Snow Lake Lithium™ property that may be conducted by applicable regulatory authorities.
Although the exploration activities on the Snow Lake Lithium™ property have been and, we expect, will continue to be carried out in accordance with all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existing laws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New laws and regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringent implementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditures costs, or reduction in levels of exploration, development and/or production.
Failure to comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburse any parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposed against us for infringement of applicable laws or regulations.
Failure to comply with environmental regulation could adversely affect our business.
All phases of our operations with respect to the Snow Lake Lithium™ property will be subject to environmental regulation. Environmental legislation involves strict standards and may entail increased scrutiny, fines and penalties for non-compliance, stringent environmental assessments of proposed projects and a high degree of responsibility for companies and their officers, directors and employees. Changes in environmental regulation, if any, may adversely impact our operations and future potential profitability. In addition, environmental hazards may exist on the Snow Lake Lithium™ property that are currently unknown. We may be liable for losses associated with such hazards, or may be forced to undertake extensive remedial cleanup action or to pay for governmental remedial cleanup actions, even in cases where such hazards have been caused by previous or existing owners or operators of the properties, or by the past or present owners of adjacent properties or by natural conditions. The costs of such cleanup actions may have a material adverse impact on our operations and future potential profitability.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
We currently report our financial results under IFRS, which differs in certain significant respects from U.S. generally accepted accounting principles.
We report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted accounting principles, or U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.
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Our assets and operations are subject to economic, geopolitical and other uncertainties.
Economic, geopolitical and other uncertainties may negatively affect our business. Economic conditions globally are beyond our control. In addition, the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect both local and global economies. Downturns in the economy or geopolitical uncertainties may cause future customers to delay or cancel projects, reduce their overall capital or operating budgets or reduce or cancel orders which could have a material adverse effect on our business, results of operations and financial condition.
Our operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights, could result in loss, reduction or expropriation of entitlements.
In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of equity securities and other companies in ways that are unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of our common shares.
As we face intense competition in the mineral exploration and exploitation industry, there can be no assurance that we will be able to compete effectively with other companies.
The mining industry, and the lithium mining sector in particular, is very competitive. Our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment.
As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. we may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees or we may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition, results of operations and future prospects as well as our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.
Our executive officers are engaged in other business activities and, accordingly, may not devote sufficient time to our business affairs, which may affect our ability to conduct operations.
Our Chief Executive Officer is an employee and devotes substantially all of his time to our business. Some of our other executive officers are engaged as consultants under independent contractor agreements rather than as employees and, as such, they have been and are involved in other business activities and have consulting clients in addition to working for us. Although we expect that as our business operations ramp up such executive officers will devote substantially all of their time to our business, as a result of the other business endeavors that they are currently engaged in, such executive officers may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations. In addition, management of our company may be periodically interrupted or delayed as a result of these officers’ other business interests.
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We may be subject to potential conflicts of interest.
We may be subject to potential conflicts of interests, as certain directors of our company are, and may continue to be, engaged in the mining industry through their participation in corporations, partnerships or joint ventures, which are potential competitors of our company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of our company. Our directors and officers with conflicts of interest will be subject to the procedures set out in the related Canadian law and regulations.
We may not meet cost estimates.
A change in the timing of any projected cash flows due to capital funding or, once in production, production shortfalls or labor disruptions would result in delays in receipt of such cash flows and in using such cash to fund operating activities and, as applicable, reduce debt levels. This could result in additional loans to finance capital expenditures in the future.
The level of capital and operating cost estimates which are used for determining and obtaining financing and other purposes are based on certain assumptions and are fundamentally subject to considerable uncertainties. It is very likely that actual results for the Snow Lake Lithium™ property will differ from our current projections, estimates and assumptions, and these differences may be significant. Moreover, experience from actual mining may identify new or unexpected conditions that could decrease operational activities, and/or increase capital and/or operating costs above, the current estimates. If actual results are less favorable than we currently estimate, our business, results from operations, financial condition and liquidity could be materially adversely affected.
We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure and have uncertain returns.
We may seek to expand through future acquisitions of either companies or properties, however, there can be no assurance that we will locate attractive acquisition candidates, or that we will be able to acquire such candidates on economically acceptable terms, if at all, or that we will not be restricted from completing acquisitions pursuant to contractual arrangements. Future acquisitions may require us to expend significant amounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integrating personnel with disparate backgrounds and combining different corporate cultures.
Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations about mineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas new to us; and (viii) the loss of key employees and/or key relationships at the acquired project.
At times, future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligence prior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that fails to meet expectations, our business, results of operations, cash flows or financial condition may be materially adversely affected. The potential impairment or complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earnings and could negatively affect our balance sheet.
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Legal proceedings may arise from time to time in the course of our business.
Legal proceedings may arise from time to time in the course of our business. Such litigation may be brought from time to time in the future against us. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Other than as disclosed elsewhere in this report, we are not currently subject to material litigation nor have we received an indication that any material claims are forthcoming. However, due to the inherent uncertainty of the litigation process, we could become involved in material legal claims or other proceedings with other parties in the future. The results of litigation or any other proceedings cannot be predicted with certainty. The cost of defending such claims may take away from management’s time and effort and if we are incapable of resolving such disputes favorably, the resultant litigation could have a material adverse impact on our financial condition, cash flow and results from operation.
Adverse outcomes in litigation matters that arise in the future, could negatively affect our business, results of operations, financial condition and cash flows.
The outcome of litigation and other legal proceedings that the Company may be involved in the future, is difficult to assess or quantify. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the litigation process could take away from the time and effort of the Company’s management and could force the Company to pay substantial legal fees. Any conclusion of these matters in a manner adverse to us could have a material adverse effect on our business, results of operation, financial condition and cash flows. For example, we may be required to pay substantial damages, incur payments of fines and penalties, suffer a significant adverse impact on our reputation, and management’s attention and resources may be diverted from other priorities, including the execution of business plans and strategies that are important to our ability to grow our business, any of which could have a material adverse effect on our business. If we do not have sufficient funds to settle or pay any damages and costs with respect to any lawsuits, this would have a material adverse effect on our business, financial condition and results of operation.
Land reclamation requirements may be burdensome.
Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.
In the event that key personnel leave our company, we would be harmed since we are heavily dependent upon them for all aspects of our activities.
We are heavily dependent on our officers and directors, the loss of whom could have, in the short-term, a negative impact on our ability to conduct our activities and could cause additional costs from a delay in the exploration and development of our Snow Lake Lithium™ property.
The obligations associated with being a public company require significant resources and management attention, and we incur significant costs as a result of being a public company.
As a public company, we face increased legal, accounting, administrative and other costs and expenses that we did not incur as a private company. We are subject to the reporting requirements of the Exchange Act, which requires that we file annual and other reports with respect to our business and financial condition, as well as the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, and the continued listing requirements of Nasdaq, each of which imposes additional reporting and other obligations on public companies. As a public company, we are required to, among other things:
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| ● | prepare and file annual and other reports in compliance with the federal securities laws; |
| ● | expand the roles and duties of our board of directors and committees thereof and management; |
| ● | hire additional financial and accounting personnel and other experienced accounting and finance staff with the expertise to address complex accounting matters applicable to public companies; |
| ● | institute more comprehensive financial reporting and disclosure compliance procedures; |
| ● | involve and retain, outside counsel and accountants to assist us with the activities listed above; |
| ● | build and maintain an investor relations function; |
| ● | establish new internal policies, including those relating to trading in our securities and disclosure controls and procedures; |
| ● | comply with the initial listing and maintenance requirements of Nasdaq; and |
| ● | comply with the Sarbanes-Oxley Act. |
We expect these rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, to continue to incur legal and financial compliance costs and make some activities more time consuming and costly than for private companies. These laws, regulations and standards are subject to varying interpretations, in many cases, due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Ownership of Our Common Shares
Risks and uncertainties related to our common shares include, but are not limited to, the following:
·We have a limited operating history and have not yet generated any revenues;
·Our financial statements have been prepared on a going concern basis and our financial status creates a doubt whether we will continue as a going concern;
·If we do not obtain additional financing, our business may be at risk or execution of our business plan may be delayed;
Our continued development may require us to raise additional financing in the future through the issuance of additional equity securities or convertible debt securities.
Our continued development may require the Company to raise additional financing in the future through the issuance of additional equity securities or convertible debt securities. If we raise additional funding by issuing additional equity securities or convertible debt securities such financings may substantially dilute the interests of our shareholders and reduce the value of their investment. Additional financings and share issuances may result in a substantial dilution to our shareholders of the Company and decrease the value of our securities.
The failure to raise or procure such additional funds as required could result in the delay or indefinite postponement of business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company.
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The market prices for securities of mining companies, including our securities, historically have been and may continue to be volatile.
The market prices for securities of mining companies, including our securities, historically have been and may continue to be volatile. Future developments concerning us or our industry, including downward fluctuations in the price of lithium, may have a significant impact on the market price of the common shares.
There may not be an active liquid market for the common shares and there is no guarantee that an active trading market for the common shares will be maintained on Nasdaq.
There may not be an active liquid market for the common shares. There is no guarantee that an active trading market for the common shares will be maintained on Nasdaq. Investors may not be able to sell their common shares quickly or at the latest market price if trading in the common shares is not active.
Management will have discretion in the use of available funds.
Management will have broad discretion concerning the use of available funds, as well as the timing of their expenditures. Depending on fluctuations in lithium prices and other factors, the intended use of available funds may change. As a result, an investor will be relying on the judgment of management for the application of the net proceeds from the offering of any securities and use of available funds. Management may use the net proceeds from the offering of any securities and available funds in ways that an investor may not consider desirable if they believe it would be in our best interests to do so. The results and the effectiveness of the application of proceeds from an offering of any securities and available funds are uncertain. If the proceeds and available funds are not applied effectively, our results of operations may suffer.
·If through additional drilling we are not able to prove our resource according to the SEC’s new Mining Modernization Rules, your investment in our common shares could become worthless;
·You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in this Annual Report based on foreign laws;
·We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies;
·As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares;
·A major shareholder, Nova Minerals, owns a significant interest in our outstanding common shares. As a result, it will have the ability to influence all matters submitted to our shareholders for approval; and
·Future issuances of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our common shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common shares.
In addition, we face other risks and uncertainties that may materially affect our business prospects, financial condition, and results of operations. You should consider the risks discussed here and elsewhere in this Annual Report before investing in our common shares.
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An active market in which investors can resell their common shares may not be available.
Our common shares were listed and began trading on the Nasdaq Capital Market on November 19, 2021 under the symbol “LTIM.” Prior to the listing, there was no public market for our common shares. A liquid public market for our common shares may not sufficiently develop. The prices at which our securities are traded may decline, meaning that you may experience a decrease in the value of your common shares regardless of our operating performance or prospects.
The market price of our common shares may fluctuate, and you could lose all or part of your investment.
The market price for our common shares has been volatile, in part because our shares do not have a substantial history of trading publicly. In addition, the market price of our common shares may fluctuate significantly in response to several factors, most of which we cannot control, including:
| ● | actual or anticipated variations in our operating results; |
| ● | increases in market interest rates that lead investors of our common shares to demand a higher investment return; |
| ● | changes in earnings estimates; |
| ● | changes in market valuations of similar companies; |
| ● | actions or announcements by our competitors; |
| ● | adverse market reaction to any increased indebtedness we may incur in the future; |
| ● | additions or departures of key personnel; |
| ● | actions by shareholders; |
| ● | announcements by governments, or general market confidence; and |
| ● | our ability to maintain the listing of our common shares on Nasdaq. |
| ● | speculation in the media, online forums, or investment community; |
Volatility in the market prices of our securities may prevent investors from being able to sell their securities at or above their purchase price. As a result, you may suffer a loss on your investment.
We may not be able to maintain a listing of our common shares on Nasdaq.
Although our common shares are listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s listing standards, our common shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common shares from Nasdaq may materially impair our shareholders’ ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares. The delisting of our common shares could significantly impair our ability to raise capital and the value of your investment.
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We do not expect to declare or pay dividends in the foreseeable future.
We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our common shares will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.
If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common shares could be negatively affected.
Any trading market for our common shares may be influenced in part by any research reports that securities industry analysts publish about us. We may not obtain further research coverage by securities industry analysts. If no further securities industry analysts commence coverage of us, the market price and market trading volume of our common shares could be negatively affected. In the event we are covered by more analysts, and one or more of such analysts downgrade our shares, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our common shares could be negatively affected.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in the report based on foreign laws.
We are incorporated in the Province of Manitoba, Canada under The Corporations Act (Manitoba). We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, a majority of our directors and executive officers and the experts named in this report reside outside the United States, and a significant amount of their assets are located outside the United States. As a result, service of process upon such persons may be difficult or impossible to effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all the assets of our directors and officers and the Canadian experts named herein, are located outside of the United States, any judgment obtained in the United States, including a judgment based upon the civil liability provisions of United States federal securities laws, against us or any of such persons may not be collectible within the United States. In Canada, provincial and territorial reciprocal enforcement of judgments legislation sets out the procedure for registering foreign judgments and this procedure varies depending on the province or territory of the enforcing court. If a foreign judgment originates from a jurisdiction not captured by the applicable provincial or territorial reciprocal enforcement of judgments or enforcement of foreign judgments legislation, the foreign judgment may be capable of enforcement at common law and the party seeking to enforce the foreign judgment must commence new proceedings in the domestic or enforcing court.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases, distributed pursuant to the rules and regulations of Nasdaq Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and
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less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our common shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common shares.
As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.
We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. Certain corporate governance practices in Canada, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For instance, we are not required to:
| ● | have a compensation committee and a nominating/corporate governance committee to be comprised solely of “independent directors;” or |
| ● | hold an annual meeting of shareholders no later than one year after the end of its fiscal year. |
We currently follow our home country practice that (i) does not require us to seek shareholder approval for amending our share incentive plans; (ii) does not require us to hold an annual meeting of shareholders no later than one year after the end of its fiscal year; (iii) does not require us to have a nominating/corporate governance committee composed entirely of independent directors; and (iv) does not require us to have a compensation committee composed entirely of independent directors. Consequently, we are exempt from independent director requirements of Rule 5605 (d) and (e) of Nasdaq Capital Market listing standards, except for the requirements under subsection (b)(2) thereof pertaining to executive sessions of independent directors. Accordingly, our investors may not be provided with the benefits of certain corporate governance requirements of Nasdaq.
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Nova as a major shareholder owns a significant amount of our common shares. As a result, although less than a majority of our outstanding common shares, it will have the ability to significantly influence all matters submitted to our shareholders for approval.
A major shareholder, Nova, owns approximately 32.48% of our outstanding common shares. Although Nova does not own a majority of our outstanding common shares, it may have the ability to significantly influence all matters submitted to our shareholders for approval including:
| ● | election of our board of directors; |
| ● | removal of any of our directors; |
| ● | any amendments to our certificate or articles of incorporation; and |
| ● | adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. |
In addition, this concentration of ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our share price or prevent our shareholders from realizing a premium over our share price.
Future issuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expiration of lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could cause the market price of our common shares to decline and would result in the dilution of your holdings.
Future issuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expiration of lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could cause the market price of our common shares to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common shares. In all events, future issuances of our common shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our common shares. In addition to any adverse effects that may arise upon the expiration of any such lock-up agreements, it is likely that the lock-up provisions in such agreements will include a provision that the lock-up terms may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our common shares may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our common shares. In connection with our initial public offering, Nova agreed to lock up its holdings of our common shares until May 17, 2022; provided, however, that Nova obtained a waiver from the underwriter in our initial public offering to sell the common shares covered under the resale prospectus. On March 21, 2022, in consideration for such waiver, the underwriter required Nova to amend the original lock up to extend the period of such lock up until March 21, 2023 with respect to its 6,600,000 common shares. As of the date of this Annual Report, all of our shareholders’ lock up agreements have expired.
Future issuances of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our common shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common shares.
In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of common shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on
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market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common shares.
There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our shares.
In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.
Based on the expected composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear, because we will hold a substantial amount of cash as the result of our initial public offering, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.
If we were a PFIC for any taxable year during which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor.
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company.
Our Corporate History
We were incorporated in the Province of Manitoba, Canada under the Corporations Act (Manitoba) on May 25, 2018. We have two wholly owned subsidiaries, Snow Lake Exploration and Snow Lake Crowduck. A former wholly owned subsidiary, Thompson Bros, has been deregistered in Australia and Manitoba.
Snow Lake Exploration was incorporated by us on May 25, 2018 in Manitoba, Canada. Snow Lake Exploration is an operating company formed to conduct the exploration and development of mineral resources.
Snow Lake Crowduck was incorporated by us on May 25, 2018 in Manitoba, Canada. Snow Lake Crowduck is an asset holding company that holds all of the ownership interests in 122 mineral claims on the Snow Lake Lithium™ property.
Thompson Bros was incorporated by our major shareholder, Nova, on May 11, 2016 under the name Manitoba Minerals Pty Ltd., or MMPL, in Melbourne, Australia. On March 8, 2019, we acquired all of the outstanding common shares of Thompson Bros from Nova by agreeing to exchange with Nova 47,999,900 of our common shares for all of the issued common shares of Thompson Bros. On July 14, 2019, we changed the name of MMPL to Thompson Bros. The claims held by Thompson Bros have been transferred to Snow Lake Crowduck. Thompson Bros has been deregistered in Australia and Manitoba.
Corporate Information
Our corporate address is, 360 Main St 30th Floor, Winnipeg, MB R3C 4G1, Canada. Our company email address is info@snowlakelithium.com.
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Our registered office is located at 360 Main St 30th Floor, Winnipeg, MB R3C 4G1, Canada.
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, N.Y. 10168.
Our website can be found at https://snowlakelithium.com. The information contained on our website is not a part of this Annual Report, nor is such content incorporated by reference herein, and should not be relied upon in determining whether to make an investment in our common shares.
Recent Developments
On September 22, 2022, the Company signed a non-binding memorandum of understanding (“MOU”) with LG Energy Solution (“LGES”). The non-binding MOU with LGES represents a next step towards building the domestic supply chain for the North American EV market. LGES, a split-off from LG Chem, is a leading global manufacturer of lithium-ion batteries for EVs, mobility, IT, and energy storage systems. With 30 years of experience in revolutionary battery technology and extensive research and development, LGES is the top battery-related patent holder in the world with over 24,000 patents. Its robust global network, which spans North America, Europe, Asia, and Australia, includes battery manufacturing facilities established through joint ventures with major automakers such as General Motors, Stellantis N.V. and Hyundai Motor Group. Together with LGES, the Company will collaborate to explore the opportunity to create one of Canada’s first lithium hydroxide processing plants in CentrePort, Manitoba. Under the terms of the MOU, Snow Lake will supply LGES with lithium over a 10-year period once production starts in 2025. The MOU and contemplated partnership will be subject to a number of conditions, including the completion of due diligence from both parties. A scoping study, in partnership with Primero, has been completed to identify the technologies, innovations and skills required to deliver a world-class lithium hydroxide plant within the Province of Manitoba. There has been no substantial progress yet on implementing the goals of the MOU, and there is no assurance that the proposed collaboration contemplated by the MOU will in fact occur.
On January 6, 2023, the Company announced that it has acquired additional land claims in the historic mining district of Snow Lake, Manitoba. The Company staked a total of nine claims covering an area of 1,728 hectares near Dion Creek, Lost Frog Lake, and the Grass River East. These claims are located in areas known for their pegmatite occurrences as mapped by the Ministry of Northern Development and Mines. With the acquisition of additional land claims in and around Snow Lake Lithium’s current resource block, the Company’s total land position now stands at 24,515 hectares (60,577-acres), an increase of approximately 8% as compared to the prior land position.
On January 16, 2023, the Company announced the resignation of Philip Gross, Hadassah Slater and Allan Engel, as directors of Snow Lake, effective immediately prior to the commencement of the Company’s annual general and special meeting held at 9:00 a.m. (Central Time) on January 17, 2023 (the “Meeting”).
On January 17, 2023, the Company announced the results of the Meeting, during which Peretz Shapiro, Nachum Labkowski, Brian Imrie, Shlomo Kievman and Kathleen Skerrett were elected to the board of directors (the “Board”) of Snow Lake, in addition to Dale Schultz. Following the Meeting, the Company also announced the resignation of Philip Gross and Derek Knight, as Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”)/Secretary of Snow Lake, respectively. As a result of the changes, Mr. Labkowski was appointed Chairman of the Board. Mr. Shapiro was also appointed as Interim COO, as the Board appointed a special committee to retain an advisor to search for a permanent CEO.
On January 29, 2023, the Company announced that it was moving forward on a PEA which will focus on outlining a pathway to accelerating revenues from the Company’s flagship projects; the Thomson Brothers and Grass River lithium projects. The PEA considered the feasibility of a DSO operation, which will enable the company to fund a significant portion of future development out of cash flow. Additionally, the Company announced its intentions to release an updated Resource Estimate for the Thomson Brothers project, a maiden resource estimate for the Grass River project, as well as the results from a metallurgical study from the Grass River project in Q2 of 2023.
On March 16, 2023, the Company announced the results of a metallurgical testwork program conducted for its Grass River lithium project. SGS Canada were engaged to conduct the study on behalf of the Company, with a metallurgical target of producing a spodumene concentrate grading >6% Li20 and <1.0% Fe2O3 while maximising recovery. The
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Company is pleased to announce that these targets have been achieved with the developed flowsheet showing an 83.5% lithium recovery. For a summary of the merallurgical testwork program results, please refer to the press release dated March 16, 2023, which can be found on EDGAR under the Company’s profile.
On June 30, 2023, the Company provided an update and analysis on the recently completed Grass River project resource drilling campaign. For a summary of the update, please refer to the press release dated June 30, 2023, which can be found on EDGAR under the Company’s profile.
On July 17, 2023, the Company announced the appointment of Frank Wheatley as CEO with immediate effect. Mr. Wheatley brings more than 30 years of mining and resource industry experience. He also has extensive domestic and international experience with development and operating gold, copper and lithium companies, including project development, project financing, environmental permitting in accordance with all international best practice and ESG standards, as well as mergers and acquisitions.
On August 9, 2023, we obtained a report dated August 9, 2023 with an effective date of July 12, 2023 (the “IA”) compliant with Regulation S-K 1300 (“S-K 1300”) assessing the potential mineral resources. The IA was prepared by ABH Engineering Inc. (“ABH”) of Vancouver, BC in accordance with the United States Securities and Exchange Commission requirements under S-K 1300. The IA is preliminary in nature and is intended to provide an initial, high-level review of the Snow Lake Lithium™ property's economic potential and design options. The projected economic results include numerous assumptions and are based on measured, indicated and inferred mineral resource estimates for the Snow Lake Lithium™ property, as specified in the IA. Inferred resources are considered to be too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the IA will be realized. Unlike mineral reserves, mineral resource estimates do not have demonstrated economic viability.
On September 21, 2023, the Company closed its best-efforts flow-through financing through the issuance of 2,133,979 common shares at a price of $3.6117 (USD $2.67) per common share, for gross proceeds of $7,707,292 (USD $5,697,710) (the “Offering”). The proceeds of the Offering will be used exclusively to further the Company’s lithium exploration and development programs in Manitoba. The shares were offered for purchase and sale to purchasers in the province of Manitoba on a private placement basis under Canadian law. The Offering was registered under applicable U.S. securities laws pursuant to a registration statement on Form F-3 filed with, and previously declared effective by, the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended.
On October 5, 2023, the Company announced the final set of results from the 2022/2023 winter-spring drill program at its 100% owned Grass River lithium project. For a summary of the update, please refer to the press release dated October 5, 2023, which can be found on EDGAR under the Company’s profile.
Our Claims History
On April 21, 2016, an agreement between Strider Resources Ltd, or Strider Resources, and Ashburton Ventures Inc., or Ashburton Ventures (now known as Progressive Planet Solutions Inc., or PPSL), was entered into pursuant to which Ashburton Ventures acquired the right to earn up to a 100% interest in the Snow Lake Lithium™ property then owned by Strider Resources and consisting, at that time, of the 20 claims, subject to a 2% net smelter royalty payable to Strider Resources, by meeting certain cash and share requirements to Strider Resources and certain expenditure requirements on the Snow Lake Lithium™ property exploration project.
On September 26, 2016, Ashburton Ventures entered into an agreement with MMPL (now known as Thompson Bros) pursuant to which MMPL acquired the right to earn up to a 95% interest in the Snow Lake Lithium™ property, subject to the 2% net smelter royalty payable to Strider Resources, by funding the option requirements of Ashburton Ventures in its agreement with Strider Resources of April 21, 2016. This agreement was amended on April 12, 2017, to reduce the maximum MMPL could earn to an 80% interest in the Snow Lake Lithium™ property.
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In the fall of 2016, to meet the expenditure requirements of the previously mentioned agreements, a modest program of prospecting and soil sampling was completed on the Snow Lake Lithium™ property, followed by a five hole (1,007 m) drill program on the Snow Lake Lithium™ property.
In March to April of 2018, Snow Lake Crowduck staked the 18 claims.
On November 14, 2018, PPSL entered into a separate agreement with us pursuant to which we agreed to purchase the remaining 20% interest in the Snow Lake Lithium™ property from PPSL, subject to the 2% net smelter royalty payable to Strider Resources, in exchange for 2,400,000 (post consolidation) of our common shares. 300,000 (post consolidation) of these shares were issued to Strider Resources.
On November 15, 2018, an agreement among Strider Resources, PPSL and us was entered into to enable us to purchase of 100% of the Snow Lake Lithium™ property from Strider Resources.
On March 8, 2019, as amended on April 1, 2019, we entered into an agreement with Nova and MMPL to purchase MMPL from Nova in exchange for 9,599,980 of our common shares.
On April 12, 2019 we fulfilled our contractual obligations with Strider Resources and exercised our option to acquire the 100% ownership interest in the Snow Lake Lithium™ property, subject to the 2% net smelter royalty payable to Strider Resources, 80% of which was in the name of MMPL at that time. In consideration of this acquisition, we issued 2,100,000 (post consolidation) of our common shares to PPSL and 300,000 (post consolidation) shares Strider Resources.
On February 11, 2020 we purchased from Thompson Bros (formerly MMPL) the 80% interest in the Snow Lake Lithium™ property held by Thompson Bros. After this transaction, we owned 100% of the Snow Lake Lithium ™ property interest.
On February 25, 2020 we transferred our 100% interest in the Snow Lake Lithium™ property to our wholly owned subsidiary, Snow Lake (Crowduck) Ltd. This interest remains subject to a 2% net smelter royalty payable to Strider Resources.
On May 22, 2020, we changed the recordation of the Snow Lake Lithium™ property claims so that the entire Snow Lake Lithium™ property made up of 38 claims covering 5596 hectares of land became registered in the name of Snow Lake (Crowduck) Ltd. Claim credits that we were entitled to were used to extend the expiry of all of the Snow Lake Lithium™ property claims to 2023 and beyond.
From May 21, 2021 through June 9, 2021 an additional 22 claims covering 3,187 hectares of land were staked by Snow Lake (Crowduck) Ltd., bringing the total claim package to 60 claims covering 8,783 hectares. From December 2021 through January 2022 an additional 13,603.30 hectares of land were staked by Snow Lake (Crowduck) Ltd. The status of these claims is pending with the Manitoba Department of Agriculture and Resource Development and until the claims are deemed to be active by the Manitoba Department of Agriculture and Resource Development they could be cancelled, rejected or otherwise not become the property of Snow lake (Crowduck) Ltd.
From January 26, 2022 through February 7, 2022, four mineral leases were requested from among land already covered by Snow Lake (Crowduck) Ltd.’s existing mineral claim package and covering 1,335ha of land. One lease has been granted and three leases are presently in pending status.
To date, we have invested a limited amount of capital in the Snow Lake Lithium™ property and historical drilling on the Snow Lake Lithium™ property has been limited as well. To prove our lithium resource on the Snow Lake Lithium™ property, we will need to engage in a drilling program that will require additional capital expenditure. We believe that the funds raised in our initial public offering and the recent offering of our common shares provided us with the funds needed to complete our planned exploration drilling program, to generate the required data to prove our resources.
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4.B. Business Overview
INDUSTRY
Information included in this Annual Report on Form 20-F relating to our industry consists of estimates based on reports compiled by professional third-party organizations and analysts, data from external sources, our knowledge of the industry in which we operate, and our own calculations based on such information. While we have compiled, extracted, and reproduced industry data from external sources, including third-party, industry, or general publications, we have not independently verified the data. Similarly, while we believe our management estimates to be reasonable, they have not been verified by any independent sources. Forecasts and other forward-looking information with respect to industry and ranking are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Annual Report on Form 20-F.
This Overview reports the Company’s activities through October 25, 2023, unless otherwise indicated. All figures are expressed in Canadian dollars, unless otherwise noted.
During the year ended June 30, 2023, the Company remained at the exploration and development stage, had not placed any of its mineral properties into production, and has not generated any revenues. It intends to proceed with the development of the Snow Lake Lithium™ property through economic studies such as a PFS and provided the results are positive, through to mine development. The Company intends, in the longer term, to derive substantial revenues from becoming a strategic supplier of lithium concentrate to the growing electric vehicle and battery storage markets. The Company is not expected to start generating revenues until 2025 at the earliest. Our planned exploration and development of mineral resources, primarily lithium, will require significant investment prior to commercial introduction and may never be successfully developed or commercially successful.
Business Outlook and Strategy
The Company’s primary focus is currently conducting exploration for lithium at our 100% owned Snow Lake Lithium™ property. Our objective is to develop a world-class lithium mine in the Province of Manitoba and to become a lithium concentrate producer in North America, strategically located to supply the United States (“U.S.”) “Auto Alley,” from Michigan to the southern U.S., with direct rail access running south via Winnipeg. With our commitment to the environment, corporate social responsibility and sustainability, we aim to derive substantial revenues from the sale of lithium to the growing electric vehicle, or EV and battery storage markets in the U.S. and abroad. With access to renewable energy produced in Manitoba, we expect to become the first supplier in North America of lithium mined exclusively with the benefit of power produced from fully sustainable, renewable, local sources.
The Snow Lake Lithium™ Property
Our 100% owned Snow Lake Lithium™ property covers a 24,515 hectares (60,577-acre) site that has only been 1% explored and contains an identified-to-date 8.2 million metric tonnes measured, measured, indicated and inferred resource at between 0.99% and 1.13% Li2O. The Snow Lake Lithium™ property is strategically located in Manitoba, ideally situated to economically deliver mined and processed lithium products to the EV battery industry serving North America’s “Auto Alley”. With direct rail access running north to the Port of Churchill, which supplies access to Europe by ship, we would potentially expect to be able to economically deliver our future lithium output to the markets of Europe as well. Preliminary exploration of our Snow Lake Lithium™ property indicates a substantial S-K 1300 compliant measured, indicated and inferred resource of lithium ore, and we have only explored 1% of the Snow Lake Lithium™ property. We expect to prove this measured, indicated and inferred resource in the near future through further exploration and technical analysis and reporting, although we can provide no guarantee that our measured, indicated and inferred resource will be confirmed as proven or probable reserves. With expected to be proven mineral resources and our prime location, successful completion of a PFS, obtaining of the required permitting and building of a mine and ore concentrator, we expect to be able to produce economically significant amounts of marketable lithium ore concentrate in a socially responsible and environmentally friendly way while utilizing renewable energy to power our mining operations.
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The Historical Setting for the Growth of Lithium Demand
The unprecedented prosperity of the 20th century is very much attributable to the discovery of oil in Western Pennsylvania in the mid-1800s and the subsequent invention of the internal combustion engine. The symbiotic relationship between oil and the internal combustion engine has been the underpinning of world economic growth, expansion and, most importantly, the empowerment of millions of people to whom mobility and freedom have become a way of life. The interstate highways that flourished in the U.S. over the past century have enabled commercial fluidity across the globe that capitalized exponentially on the gilded age of rail.
Until recently, a world without oil and the internal combustion engine was inconceivable and environmentalists protesting the high price being paid for our economic way of life, were brandished unrealistic luddites. The paradox of environmental sensitivity and the irreversible progress of a polluting population seemed permanently juxtaposed, until it wasn’t.
Today, we have reached the confluence where economic reality and social responsibility can finally meet. Thanks to technological innovation, through the development of the lithium battery, we can now create an electric fleet of vehicles that not only delivers luxury and economy but is also ecologically friendly to our planet. We are now on the precipice of the next great economic age - preceded by the steam engine, the railroad, the combustion engine and the internet, we are now ready to be catapulted into the electric age. With the advent of the lithium battery, no longer will we have to rely on fossil fuel to power our economy or our cars as we embark into the next great age and, more importantly, we can limit and ultimately reverse the damage caused to our planet by the rapid economic expansion of the past century.
The Coming Commodity Supercycle and Growth in Lithium Demand
From the Company’s perspective, indications suggest that we are currently on the verge of a commodity supercycle fueled by pent up demand, infrastructure spending and post-COVID-19 economic exuberance. We expect that lithium, in particular, will benefit not only from a general rise in commodity demand but, specifically, from what we see as the tipping point for vehicle fleet electrification.
We believe that the journey now to the full electrification of our global automobile fleet has begun. Demand for EVs is being driven by conscious consumers who take the threat of global warming seriously and who have forced a universal commitment from the manufacturing industry to produce cars to match their environmentally conservative outlook. During the coming years, the achievement of this fleet conversion will be the primary challenge for the worldwide automobile industry and the determining factor will not be design or engineering, but batteries. Batteries will be the fuel and gold of the 21st century. Based on today’s predictions of the trajectory of future EV growth, the world will not have sufficient battery capacity to match growing demand. Today’s global fleet of approximately 1.4 billion automobiles includes 10 million plugs in EVs, an increase from only one million such EVs in 2015. Extrapolating the growth trajectory of EV demand, we believe that current industrial infrastructure is not scaled sufficiently to meet the coming demand.
Lithium is the key mineral ingredient in the power storage component of the EV revolution and the global demand growth curve for lithium consumption over the next decade is expected to be exponential. While normal commodity cycles are affected by incremental and organic growth, it is only once in a century that we witness new, previously nonexistent demand grow to accommodate a new economic, social and cultural reality.
We believe that current global lithium production cannot cover a fraction of the projected exponential growth anticipated in the coming EV growth cycle and we intend to position the Company to become a significant lithium supplier to the North American automotive industry and beyond.
Market Overview
Mining accounts for a significant portion of Canada’s economy. Natural Resources Canada2 pegged domestic mineral production at C$47 billion (approximately US$37.89 billion) in 2018. Canada’s mining and exploration companies are also important players in the international mining industry. Manitoba hosts the historic Tanco mine, which sits atop the world-class Tanco lithium-cesium-tantalum deposit and is located at Bernic Lake. The Tanco pegmatite was first discovered in the 1920s and ultimately developed into a large deposit of spodumene, one of the primary minerals
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mined for its lithium content. While the Tanco mine first opened in 1969 as a tantalum operation, it was not until the 1980s that it began mining spodumene as a pyroceramic. In fact, one of the major uses of the Tanco spodumene was as an ingredient in Corningware cookware3.
Historically, the Tanco mine’s production focused on spodumene for industrial use. With the advent and growth of lithium battery-powered cars, interest has developed in the Tanco mine region in the search for, and exploration of, lithium-rich spodumene deposits.
Lithium-bearing pegmatites occur across the Province of Manitoba including in areas such as Snow Lake, Red Sucker Lake, Gods Lake and Cross Lake, all hosting known pegmatite lithium deposits. The emergence of the electric vehicle, or EV, market has spurred investment and mining interest in Manitoba for lithium exploration activity with New Age Metals, Grid Metals, and Snow Lake’s neighbor Foremost Lithium being a few of the mining companies exploring for lithium in Manitoba.
Lithium Production – Supply, Demand and Price Trends
Lithium prices almost tripled between mid-2015 and mid-2018 as the world’s fleet of electric vehicles hit 5 million and the auto industry began to become concerned regarding the supply of raw materials. As can be seen in the lithium spot price charts below, from mid-2018 through the beginning of 2021, lithium prices declined steadily. Recently, lithium prices have begun to rise again, we believe, reflecting an increase in demand for battery powered vehicles.
Source: Fastmarkets
2 | https://www.nrcan.gc.ca/our-natural-resources/minerals-mining/minerals-metals-facts/minerals-and-the-economy/20529 |
3 | https://investingnews.com/daily/resource-investing/battery-metals-investing/lithium-investing/manitoba-a-little-known-source-of-lithium/ |
In 2019, the world consumed approximately 315,000 tonnes of lithium carbonate equivalent, or LCE, a 21% increase from the 261,000 tonnes consumed in 2018, according to the December 2019 Resources and Energy Report on Lithium from the Australian government4. World lithium production is estimated to have grown to 470,000 tonnes in 2019, up 18% from 20185. In 2019, oversupply in the lithium market caused a significant pull back on price. At the end of 2018/beginning of 2019, Fastmarkets reported 99.5% lithium carbonate battery-grade spot prices, CIF China, Japan & Korea, of US$13,000-$15,000 per tonne6. In 2019, prices declined throughout the year. In June 2019, Fastmarkets reported 99.5% lithium carbonate battery-grade spot prices, CIF China, Japan & Korea, of US$11,000-$12,500 per tonne7, and by the end of December 2019, prices of US$8,000-$9,500 per tonne were reported8. The 99.5% lithium carbonate battery-grade spot prices for Europe and the U.S. were reported at US$10,000-$11,500 per tonne9.
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Lithium prices plummeted in 2019, as a result of oversupply in the market and a slowdown in EV growth. This oversupply was attributed, primarily, to a number of new spodumene mines entering production in Australia. In China, in June 2019, the government cut subsidies for New Energy Vehicles, or NEVs, in half, by as much as 25,000 yuan (US$3,600) per vehicle10. Chinese NEV sales then began falling in July 2019 resulting in a reduction in NEV sales by 47% in October compared with the same month in the previous year11. These changes caused lithium consumers to hold back on purchases.
As lithium prices declined, high cost, marginal producers began to cut production and halt expansion plans. For example, in August 2019, Albemarle Corporation announced it would delay construction plans for approximately 125,000 tonnes of additional lithium processing capacity due to the effect of oversupply on lithium prices12. Pilbara Minerals postponed stage two and three expansion plans at its Pilgangoora lithium-tantalum project in Western Australia that were projected to result in the production of an additional 7.5 million tonnes of lithium ore a year13.
In November 2019, Albemarle and Mineral Resources put their Wodgina project into care and maintenance indefinitely14. Albemarle indicated that the Wodgina mine would remain idle until demand for spodumene warranted a re-start15. Nemaska Lithium suspended operations in October 2019 at its Whabouchi lithium mine and applied for creditor protection in December 2019, thus removing planned production of 37,000 tonnes of LiOH and 205,000 tonnes of lithium concentrate from the market16. In In 2020, the outlook for lithium pricing continued to be bearish with commentators such as Morgan Stanley expecting lithium prices to fall further or to at least be stable in 2021 and 202217. January 2020, Galaxy Resources announced that in response to market conditions, it had reviewed operations at Mount Cattlin facility, resulting in a reduction in operations by approximately 60%18.
We expect that the reduction in lithium production from the cutbacks referenced above will work through the lithium supply chain resulting in a reduction in lithium stockpile levels and an increase in lithium pricing and demand.
4 | https://publications.industry.gov.au/publications/resourcesandenergyquarterlydecember2019/documents/Resources-and-Energy-Quarterly-December-2019-Lithium.pdf |
5 | Ibid |
6 | https://www.metalbulletin.com/Article/3851378/GLOBAL-LITHIUM-WRAP-Chinese-lithium-prices-stable-ahead-of-year-end- |
7 | https://seekingalpha.com/article/4272099-lithium-miners-news-month-june-2019 |
8 | https://www.metalbulletin.com/Article/3914427/GLOBAL-LITHIUM-WRAP-Lunar-New-Year-production-logistics-halts-slow- |
9 | Ibid |
10 | https://www.cnbc.com/2019/06/19/china-subsidy-cuts-for-electric-carmakers-could-lead-to-consolidation.html and https://www.bloomberg.com/news/articles/2019-11-08/china-is-considering-cutting-electric-car-subsidies-again |
11 | https://stockhead.com.au/resources/tim-treadgold-lithium-stocks-close-to-the-bottom-its-time-to-revisit-a-sold-down-sector/ |
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The chart below shows the 2019 percentage breakdown of lithium demand by category of use.
Source: Roskill19
As can be seen in this chart, in 2019, rechargeable batteries accounted for 54% of total lithium demand, consisting almost entirely of Li-ion battery technology. Though the rise of hybrid and electric vehicle sales leading up to 2020 brought expectations of increased demand for lithium compounds, falling EV sales in the second half of 2019 in China, the largest market for EVs, and a global reduction in EV sales in 2020, caused by the onset of the COVID-19 pandemic and related lockdowns, halted lithium demand growth, impacting demand from both battery and industrial applications. Countering this 2019 and early 2020 decrease in lithium demand, James Jeary of CRU Group noted that “The main surprise in the lithium market this year [2020] was on the demand side,” he told INN20 during a January 2021 interview. “EV sales were hugely resilient, particularly in Europe. Even in China, the recovery of sales in H2 after a sluggish H1 has been very strong.”
12 | https://uk.reuters.com/article/us-albemarle-results/albemarle-to-delay-construction-plans-for-125000-tonnes-of-lithium- |
13 | https://www.asx.com.au/asxpdf/20190501/pdf/444qxyxr97r2h0.pdf |
14 | https://www.afr.com/companies/mining/minres-reaps-us1-3-billion-for-stake-in-mothballed-lithium-mine-20191101-p536h2 |
15 | Ibid. |
16 | https://www.nemaskalithium.com/en/investors/press-releases/2019/53f0e3be-0d29-475e-b37f-7090e58ede31/ |
17 | https://www.spglobal.com/platts/en/market-insights/latest-news/metals/110819-lithium-producers-paint-gloomy-picture-for-2020 |
18 | https://www.reuters.com/article/galaxy-rsrcs-output/australias-galaxy-resources-to-slash-output-at-flagship-lithium-mine-in- |
19 | https://roskill.com/market-report/lithium/ |
20 | https://investingnews.com/daily/resource-investing/battery-metals-investing/lithium-investing/lithium-outlook/ |
28
Increasing Lithium Demand
According to FastMarkets.com (see table above), demand for battery grade lithium is now expected to almost triple by 2025 to more than 850 thousand metric tonnes. The recent decline and cutbacks in upstream investment, however, could result in the market undersupply during the next few years. We believe that it is clear that investment needs to be made in lithium mining now to meet the upcoming expected increase in demand. Fastmarkets predicts the need for 16 new lithium mines of average size to go online prior to 2025. Roskill maintains the view that future refined lithium supply will remain tight, with a period of sustained supply deficit in the mid-2020s21 It is our understanding that further additions to lithium production capacity for mined and refined lithium products will be required to keep pace with demand growth, led by battery applications.
Demand for lithium is increasing outside of the EV market. According to the India Brand Equity Foundation22, electronics manufacturing is expected to grow at an annual rate of 30% between 2020 to 2025. Lithium primary cell batteries are central units in many consumer electronics goods. Major manufacturers in the primary battery market include Hitachi Maxell, Ultralife, Energizer, FDK Corporation, Tadiran, Vitzrocell, EVE Energy, Panasonic, SAFT, Varta, Duracell, EnerSys Ltd., Gp Batteries, Excell Battery Co., and Bren-tronics. The global lithium primary batteries market is expected to grow from $11.28 Billion in 2020 to $12.24 Billion in 2021 at a compound annual growth rate (CAGR) of 8.5%.23 The table below shows the expected growth of the consumer electronics lithium battery market in USD billions from 2020 to 202524.
29
The expectation of strong demand growth in the lithium market and related higher raw material prices has led some market participants to look at the economic viability of recycling to solve the projected lithium supply shortage. The table below presents a projection of the compound annual growth rate for the value of raw materials present in Li-ion batteries available for recycling.
Source: Engineering.com25
Roskill’s longer term scenarios show strong growth for lithium demand over the coming decade; Roskill forecasts demand to exceed 1.0Mt LCE in 2027, with growth in excess of 18% per year to 203026.
We believe that the long-term outlook for lithium products remains strong. In research by Signumbox published in April 2019 and commissioned by Deutsche Lithium for their feasibility study, SignumBox indicated that it anticipated a global annual demand for lithium chemicals to reach approximately 1,700,000 tonnes of LCE by 2037, equating to an average annual growth rate of approximately 11.5% over the next 20 years27. A key theme at the Fastmarkets’ 11th Lithium Supply and Markets Conference (June 11, 2019) was that global lithium demand could outpace supply in the coming years, with the number of new projects expected to fall short of expected production amid doubts on capital availability and low lithium prices28.
Key Market Growth Drivers - EVs
Although Lithium has multiple industrial and consumer electronics applications, the most prominent application is battery production. Future lithium demand is heavily linked to future EV production. We believe that a robust U.S. climate change policy agenda that includes plans to facilitate the ramping up of EV production and government-mandated targets for EV market penetration is a positive catalyst for further growth in lithium demand.
As can be seen in the chart above, the leading driver for the growth in lithium consumption has been battery production. Future lithium demand is heavily linked to future EV production. The majority of lithium production and downstream EV battery supply is currently based in China. We believe that with governments seeking to prevent supply line bottlenecks and shortages due to geopolitical or other factors, there will be increasing demand for local, i.e., U.S. and Canadian, lithium production. We also believe that climate change policy agendas as well as government mandated targets for EV market penetration will be positive catalysts for a growth in lithium demand over the coming years.
30
21 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
22 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
23 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
24 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
Due to serious issues surrounding global warming, we believe that it has become imperative to implement energy transformation. The Paris Agreement between counties around the world is an effort to collaborate on this transformation. It is estimated that to maintain the global temperature rise within 1.5 degrees, the consumption of electric energy as a renewable energy source will rise from 24 percent to 86 percent by 205029. This means that the EV industry should flourish in the coming years. Countries around the world have already formulated plans to support this change. For example, Japan and Germany have set plans to ban gas operated vehicles by the year 2050. It is estimated that global sales of new energy-efficient passenger vehicles are expected to reach 12 million in 2025, and the compound growth rate will reach 32.5% from 2019 to 2025. By 2030, the number of EVs on the road is expected to rise to 125 million30.
Annual global EV sales by market. (Source: Bloomberg New Energy Finance.)
Government Growth Drivers for the Lithium Battery Market
The primary drivers of this forecasted growth in EV sales, as demonstrated in the table below, are expected to be government policies (particularly in China), new regulations (particularly in Europe), and steadily increasing consumer adoption, as evidenced by a wider availability of EV models being produced by original equipment manufacturers, or OEMs.
25 | https://www.engineering.com/story/the-whos-who-of-lithium-ion-battery-recycling |
26 | https://www.greencarcongress.com/2020/11/20201125-roskill.html |
27 | http://www.deutschelithium.de/wp-content/uploads/2019/06/NI43-101-Zinnwald_Feasibility-Study_Summary.pdf |
28 | https://www.indmin.com/Article/3878594/LITHIUM-CONF-Lithium-demand-could-outpace-supply-due-to-low-prices-few-projects.html |
29 | https://www.engineering.com/story/the-whos-who-of-lithium-ion-battery-recycling |
30 | Ibid. |
31
Source: Livant IPO filing31
Governments have instituted incentives and other subsidies to support the development of EVs by automotive OEMs and to increase consumer adoption of EVs.
After entering commercial markets in the first half of the last decade, electric car sales have soared. Only about 17,000 electric cars were on the world’s roads in 2010. By 2019, that number had grown to 7.2 million EVs, 47% of which were in China. 32 The Chinese government has declared that the electric vehicle industry is of strategic importance over the long term. The “new energy” vehicle industry is one of ten industries targeted as a key effort to further the Chinese government’s “Made in China” initiative by 2025. In addition to China, several other countries have also announced plans to phase out and eventually replace internal combustion engine, or ICE, vehicles with EV models. Countries such as France, Norway, and the UK have all set dates for these bans, with Norway’s being the most aggressive, as all new car sales in Norway must be zero emissions (battery EV or fuel cell) by 2025.33
To meet these target dates, governments will need to provide assistance to the EV industry, in general, and to the lithium mining sector, in particular, by supportive actions such as removing red tape for new mining projects. Some projects are already seeing such support as American Lithium announced receipt in March 2021 of a grant to support the development of a lithium hydroxide plant in Nevada34. E3 Metals Corp, an Alberta, Canada based lithium exploration company, announced a Canadian federal government grant for expanded lithium extraction technology research with the University of Alberta.35
We believe the growth in the EV market worldwide has been aided by various incentive programs extended by the national governments to both automakers and consumers. In the graphic below, for example, government of Singapore is advertising their program to encourage EV adoption by offering incentives to consumers.
31 | https://www.sec.gov/Archives/edgar/data/1742924/000119312518258208/d603292ds1.htm |
32 | https://www.iea.org/reports/global-ev-outlook-2020 |
33 | https://www.forbes.com/sites/pikeresearch/2020/11/04/ice-bans-begin-to-take-shape-in-the-us/?sh=52a3b5273e17 |
32
In September 2017, China issued a New Energy Vehicles (including BEVs and PHEVs) credit mandate, which became effective in 2019, and in 2018, the Chinese government adjusted its subsidy policy to favor BEVs that offer longer driving ranges. Additionally, federal tax credit incentives in the United States of up to $7,500 have also been made available for persons buying certain hybrid and all-electric cars.36
In response to the changing government policies and incentives favoring EVs, various OEMs have announced plans to expand EV production lines in the future. The chart below summarizes EV production plans from many major OEMs.
34 | https://thedeepdive.ca/american-lithium-receives-us-government-grant-for-lithium-processing-plant. |
35 | https://www.juniorminingnetwork.com/junior-miner-news/press-releases/2147-tsx-venture/etmc/44999-e3-metals-receives-federal-government-grant-for-expanded-lithium-extraction-technology-research-with-the-university-of-alberta.html |
36 | https://electrek.co/2021/03/03/which-electric-vehicles-still-qualify-for-us-federal-tax-credit/ |
33
Source: Livant IPO filing37
In addition to expanding their offering of EV models, automotive OEMs are focused on improving total energy density and reducing weight in batteries to increase the driving range of EVs. To achieve these improvements, EV battery manufacturers are increasingly using high nickel content cathode materials that contain less cobalt and more nickel, while the lithium content remains largely unchanged.
High nickel content cathode technologies include lithium nickel-cobalt-aluminum oxide, or NCA, and lithium nickel-manganese-cobalt oxide containing 80% nickel, or NMC 811. NCA cathodes are already used in leading EV models, and automotive OEMs’ roadmaps for new EV models indicate an increasing transition to NMC 811 style batteries. Due to the underlying chemistry, battery-grade lithium hydroxide, the type of lithium we expect to mine, is required in the manufacturing of high nickel content cathode material, whereas lithium carbonate, produced from lithium brine, is used in lower energy density EV battery applications.
Ideal Location
j
The Snow Lake Lithium™ property is ideally located in North America’s “Auto Alley.” With the Hudson Bay Railway having a railhead 65 km from our project, the Snow Lake Lithium™ property has access to means of transportation to bring our lithium product north to the Port of Churchill, for shipment to Europe, or South to Auto Alley. The map below shows the extended reach of CN’s rail lines into the US Auto Alley.
Additionally, Manitoba is a green province, with 97%38 of electricity derived from renewable sources.
37 | Ibid. |
34
CN’s network of rail lines. Source: CN website
If one compares the map above to the map of the North American auto industry below, it can be seen that Snow Lake’s Snow Lake Lithium™ Project is strategically situated to access and address this market.
U.S “AutoAlley”.
Source: Global Infrastructure Connectivity Alliance39
38 | https://www.hydro.mb.ca/your_home/electric_vehicles/ |
39 | https://www.gica.global/initiative/north-americas-super-corridor-coalition-nasco |
35
The maps below present a more detailed depiction of the location of U.S. automotive plants, primarily in the “Auto Alley.”
Source: MarkLines – Automotive Industry Portal
36
Operational Overview
We are an emerging lithium company focused on the development of our 100% owned Snow Lake Lithium™ property in the historic and preeminent mining center of Snow Lake, Manitoba, Canada. Our goal is to become a strategic supplier of lithium concentrate to the growing electric vehicle battery and battery storage markets. Our primary asset is the Snow Lake Lithium™ property, which consists of 38 contiguous mining claims located 20 km from Snow Lake, Manitoba. To capitalize on the fast-growing lithium market, our main focus is to monetize the resources and reserves held in the Snow Lake Lithium™ property. This property has an S-K 1300 compliant measured, indicated and inferred mineral resource estimate of approximately 8.2 million tonnes of lithium bearing ore consisting of a measured resource of 748,632 tonnes grading 1.13% Li2O, an indicated resource of 6,560,006 tonnes grading 1.10% Li2O, and an inferred resource of 1,007,119 tonnes grading 0.99% Li2O.
The Snow Lake Lithium™ property is ideally located in the Province of Manitoba, Canada, where 97% of the electrical energy supply is from hydro- electric renewable sources. The region of Snow Lake, where the Snow Lake Lithium™ property is situated, is mining friendly, and the Hudson Bay Railway is 65 km to the south of the Snow Lake Lithium™ property. The Hudson Bay rail runs north to the Port of Churchill which supplies access to Europe by ship, or south to the EV manufacturing markets in Michigan and the southern US.
We are exploring our Snow Lake Lithium™ property expecting that following exploration we will be in a position to move towards the development of our mineral resources, and, ultimately to the establishing of commercial operations. We are planning to complete a preliminary feasibility study, or PFS, which will be used to seek additional funding for the development of the Snow Lake Lithium™ property. The studies will review the test work, process design, vendor furnished equipment packages and other mine development requirements as well as cost estimates for the possible development of a commercial spodumene floatation plant. In addition, the studies will examine permitting and potential environmental issues for the proposed concentrate plant locations as well as operational expenditures and capital expenditures, which will be inputted into a general economic model.
We engage in our exploration of lithium mineral resources through two subsidiaries: Snow Lake Exploration and Snow Lake Crowduck. Snow Lake Exploration is our operating company and Snow Lake Crowduck is our asset holding company. The Snow Lake Lithium™ property is located in north central Manitoba, measuring about 15 km by 6 km, comprises 122 mineral claims covering 24,515 hectares (approximately 60,577 acres) and straddles Crowduck Bay at the northeastern end of Lake Wekusko.
Our Exploration Target – Snow Lake Lithium™ Project – Mineral Resources
We recently obtained a report dated August 9, 2023 with an effective date of July 12, 2023 (the “IA”) compliant with Regulation S-K 1300 (“S-K 1300”) assessing the potential mineral resources. The IA was prepared by ABH Engineering Inc. (“ABH”) of Vancouver, BC in accordance with the United States Securities and Exchange Commission requirements under S-K 1300. The IA is preliminary in nature and is intended to provide an initial, high-level review of the Project's economic potential and design options. The projected economic results include numerous assumptions and are based on measured, indicated and inferred mineral resource estimates for the Snow Lake Lithium™ property , as specified in the IA. Inferred resources are considered to be too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the IA will be realized. Unlike mineral reserves, mineral resource estimates do not have demonstrated economic viability.
Some of the highlights of the IA are as follows:
·Projected base case post-tax net present value (“NPV”) using a seven percent discount rate of US$1.19 billion and projected post-tax internal rate of return (“IRR”) of 170%, with a payback period of 14 months.
·Updated mineral resource estimate for the Project in accordance with S-K 1300 of:
oMeasured resource of 748,632 tonnes grading 1.13% Li2O
37
oIndicated resource of 6,560,006 tonnes grading 1.10% Li2O
oInferred resource of 1,007,119 tonnes grading 0.99% Li2O
·Projected total initial capital expenditure of US$50 million in year 1, US$96 million over the balance of the 9-year mine life, with the majority of the US$96 million being spent in year 1, and with US$10 million of the US$96 million being spent in closure costs, for a total of US$146 million
·Initial mine plan contemplates open pit and underground mining, with direct shipping ore (“DSO”) in year 0 to fund capital expenditures in year 1 to complete the construction of the processing facility to produce a 6% spodumene concentrate
·Metallurgical test-work to date confirms the amenability of the deposit to conventional dense media separation (“DMS”) and flotation for production of a 6% spodumene concentrate.
We note that the ranges of potential tonnage and grade (or quality) of the lithium resource at our Snow Lake Lithium™ property are conceptual in nature. We have conducted insufficient exploration of our Snow Lake Lithium™ property to estimate a mineral resource (i.e., a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction), and it is uncertain whether further exploration will result in the estimation of a mineral resource. Our Snow Lake Lithium™ property exploration target, therefore, does not represent, and should not be construed to be, an estimate of a mineral resource or a mineral reserve.
Snow Lake Lithium™ property Mineral Resource Estimate
Category |
| Tonnes(t) |
|
| Grade |
|
| ||
Measured resource of 748,632 |
|
| 1.13% |
|
|
| Li20 |
|
|
Indicated resource of 6,560,006 |
|
| 1.10% |
|
|
| Li2O |
|
|
Inferred resource of 1,007,119 |
|
| 0.99% |
|
|
| Li20 |
|
|
The mineral resource is classified into measured, indicated and inferred resources in accordance with S-K 1300 when taking into consideration, data density, deposit geometry, likely extensions and possible interpretation alternatives. We have not completed any economic modelling or reporting and, therefore, the available, historical drilling information is considered early stage, and the risk of the failure of additional drilling to provide confirmation of our mineral resource is great. To date, a limited amount of capital has been invested in the Snow Lake Lithium™ property and the future success of the project will rely heavily on the availability of additional capital which may not be available to us on favorable terms, if at all. Future capital investment in us may result in dilution of your investment in our common shares and a failure to confirm our resource may result in a failure of our business and the complete loss of your investment.
Geology and Interpretation
The Thompson Brothers dykes in the Snow Lake Lithium™ property have been modelled as intrusions into pebble to clast rich metaconglomerates and greywackes of host sediments. The dyke has been interpreted as sub vertical, dipping between 2.5° – 8.5° towards 130° azimuth. The strike of the body has minor variations around a general trend azimuth of 040° and an interpreted plunge of 5° to the north based on visual trends seen from drill core. The dyke carries both mineralized and unmineralized pegmatite as identified by the presence of spodumene as the lithium bearing mineral. Spodumene is considered the most important lithium ore mineral due to its high lithium content. Only the lithium bearing pegmatite has been previously modelled in this instance, which at the time of the previous report extended for a total length of 1,012 m ranging in true thickness from a maximum of 18 m to a minimum of 1.8 m,
The dyke is generally orientated between 20° and 40° offset from the apparent foliation in the surrounding country rock and there is outcropping evidence of additional mineralized and unmineralized pegmatite in the area that is yet to be defined in terms of size and or orientation.
38
Drilling
All holes were drilled with diamond drill bits providing NQ sized core. The total number of meters drilled during our 2022 exploration program was 19,703 m from 113 holes with a maximum depth of 532 m. This includes 29 holes drilled for metallurgical and geotechnical assessment totaling 1,693 m. Holes were drilled at varying angles to allow multiple intersections and multiple holes to be drilled from single drill locations to minimize earthworks and clearing.
Sampling
Core was logged by professional consulting geologists and sampled on a geological basis. Sample lengths were typically 1 m intervals but some samples were as small as 0.14 m or as large as 1.75 m. Core was halved with a diamond saw and placed into plastic sample bags for delivery to SRC Geoanalytical Laboratories in Saskatoon, Canada for sample preparation and analysis. QA/QC sampling consisted of the regular insertion of blanks, reject duplicates, and Certified Reference Standards within each 20 sample batch.
Sample Analysis
Core samples were crushed to better than 70% -2 mm and a 1 kg split was pulverized to better than 85% passing 75μm. All samples were analyzed using SRC procedure code ICP1 using total and partial digestions and ICP analysis. SRC uses Internal QA/QC procedures to monitor the accuracy and precision of their work.
Estimation Methodology
Estimation was conducted in Micromine software with parent cell dimensions of 1 m across strike, 25 m along strike and 5 m vertically to account for the vertically dipping narrow mineralization geometry and the sparse data availability nominally around 110 m vertically between intercepts and 100 m horizontally along strike. Sub-celling was used along the deposit margins to honor the interpreted wireframes. Deposit orientations were measured manually on screen and assigned within the estimation parameters.
7
Samples were composited to 1 m length weighted intervals with any residual added to the end of the intersection. No high grade cuts were deemed necessary due to the lack of any significant outliers although a 0.5% Li2O grade was used as a minimum basis for interpretation.
Li2O was estimated using an orientated inverse distance squared method along with discretization of 2x2x2 to avoid overly localized estimates. The model was interpolated with a single mineralization domain but conducted systematically due to minor variation in structural orientations within the dyke. The primary search ellipse radius used 120 m along strike, 2 m across strike and 120 m vertically oriented to the azimuth, dip and plunge of the respective structural orientations identified. A secondary search of 240 m x 8 m x 240 m was used to fill any remaining empty cells after the primary search.
A density factor of 2.75t/m3 was used for reporting of tonnes based on documented averages for pegmatite globally and a recent resource report from FAR Resources for their Zoro Lithium project located approximately 3km west of the Snow Lake Lithium™ property.
Both statistical and visual validation methods were conducted prior to final reporting.
Cut-off Grades
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):
39
6% Li2O Concentrate Price |
|
| $600 / per tonne |
|
Mining Cost/ton |
| $ | 20 |
|
Extraction Recovery |
|
| 80 | % |
Processing Cost/tonne |
|
| $32 – to 6% Li2O |
|
Concentrate Haulage/ton |
| $ | 88 |
|
Classification
The resource is classified entirely as a combination of measured, indicated and inferred in accordance with the S-K 1300 when taking into consideration, data density, deposit geometry, likely extensions and possible interpretation alternatives.
Other Modifying Factors
A preliminary metallurgical test was conducted to determine possible concentrate grade recoverable from the Snow Lake Lithium™ property. The test returned a concentrate grade of 6.37% Li2O from a composite sample of 1.4% Li2O indicating the potential to make a commercial product from the Thompson Brothers pegmatite. No engineering studies have been conducted however, given the sub vertical nature of the deposit, underground mining is anticipated to be the method of extraction.
Location and Description of Snow Lake Lithium™ Property
The Snow Lake Lithium™ property is located in north central Manitoba, approximately 20 km (12.4 miles) east of the mining community of Snow Lake.
The Snow Lake Lithium™ property comprises 122 contiguous mineral claims covering 22,114 hectares (approximately 55,587 acres) and is nearly four times the size of Manhattan. It straddles Crowduck Bay at the northeastern end of Lake Wekusko. The property is centered on UTM coordinates 455,000 E 6,080,000 N (NAD83, Zone 14) and lies within the National Topographic System map sheet 63JSE13. The map below shows an outline of our claims area as well as a proposed pipeline route to the nearest rail road junction.
40
Snow Lake is located some 684 km north of Winnipeg, a 7-hour (700 km) drive on well maintained, paved roadways. Daily flights are available from Winnipeg to both Flin Flon and Thompson. Flin Flon is a 2 hour (200 km) drive west on paved highway to Snow Lake. Thompson is a 2.5 hour (260 km) drive northeast from Snow Lake on paved highway.
41
The Snow Lake Lithium™ property is located in the Churchill geological province at the eastern end of the Flin Flon Belt. The Flin Flon Belt (1.92-1.88 Ga) is one of the largest Proterozoic volcanic-hosted massive sulphide districts in the world. The east-trending Flin Flon Volcanic Belt (230 X 50 km) is interpreted to be remnant of a Paleoproterozoic orogenic mountain belt which developed as new ocean basin and arc crust interacted with Archean rocks of the Hearne and Superior cratonnes along complex convergent plate boundaries.
The Snow Lake Lithium™ property is bisected by the regional Crowduck Bay Fault. The rocks on the eastern side of this fault consist of folded Missi Group sandstones (greywackes) and conglomerates, part of the Eastern Missi Block. To the west, across the fault, the property is underlain by plutonic rocks intruding turbidites of the Burntwood Group, part of the Wekusko Lake Block.
There are two main clusters of spodumene-bearing pegmatite dykes on the property known as the Thompson Brothers and Grass River lithium pegmatites. These dyke clusters occur on either side of the Crowduck Bay Fault. The dykes are all tabular in form, but each cluster has a distinct orientation. Additional north-northeast trending pegmatite dykes have been mapped along the Crowduck Bay Fault corridor towards the north.
Thompson Brothers Lithium Pegmatites
The Thompson Brothers dykes are located on the east shore of Grass River linking Wekusko Lake with Crowduck Bay. Here, three mineralized dykes, the TB-1, 2 and 3, intrude Missi Group pebble to cobble conglomerates and greywackes. The Thompson Brothers dykes were drilled by Nova in 2017 and 2018.
Dyke TB-1 strikes 040° and dips about 85o SE. The Thompson Brothers deposit has been drill tested over a 1Km strike and to a vertical depth of 1/2 Km. The deposit averages 7 to 10m in true width. The mineralized dyke remains open to depth and along strike. Dyke TB-2 occurs to the north of TB-1 has been traced for about 400 m along strike. Based on limited drilling, dyke TB-2 is up to 2.8 m thick and its orientation is interpreted to be sub-parallel to dyke TB-1. Dyke TB-2 could represent the faulted northern extension of dyke TB-1 or an en-echelon, dilational structure. Dyke TB-2 remains open along strike to the north and to depth. Dyke TB-3 is located about 250 m to the northwest of dykes TB-1 and 2. TB-3 has been traced for about 150 m along strike. The TB-3 pegmatite is up to 2.0 m thick, strikes 040° and dips about 080° towards the northwest. In general, the Thompson Brothers dykes appear concordant with the northeast-trending foliation and strata.
Grass River Lithium Pegmatites
On April 10, 2018, we announced the discovery of a second pegmatite cluster on the Snow Lake Lithium™ property. As part of our compilation of historical data, our consulting geologists discovered details on a cluster of spodumene-bearing pegmatite dykes located about 2 km southwest of the recently drilled Thompson Brothers pegmatite. This cluster, known as the Grass River pegmatites, intrudes the outermost quartz diorite phase of the Rex Lake Pluton and was traced about 600 m along strike by Sherritt Gordon Mines Limited in the 1940s. Dyke SG-1 ranges from 1.5 to 5 m in width and dips 80o to the southwest. Dyke SG-2 is thinner and located about 70 m to the northeast of SG-1 and dips 50o – 70o southwest.
The Grass River dykes intrude the outermost quart diorite phase of the compositional zoned Rex Lake Pluton on the west side of the Grassy River narrows. Both dykes display some pinch and swell structures along strike, as well as slight changes in strike. Dyke SG-1 has been traced for about 500 meters, striking 1200 and dipping 80o to the southwest. Dyke SG-1 ranges from 10 cm to 5 meters in width and splits into 3 thinner subparallel dykes at its southeastern end. Dyke SG-2 has been traced for almost 400 m, striking parallel to SG-1 at about 70 m towards the east. The dyke dips 50o-70o to the southwest and its width varies between 1.5 cm and 4 meters.
A third outcropping pegmatite dyke (Grassy River pegmatite) is located about 150 meters south of the SG dykes. Here, three spodumene bearing outcrops have been mapped more than a 150 m strike length, trending east.
42
History of Snow Lake Lithium™ Property and Exploration Status
No records documenting the original discovery of lithium enriched pegmatite dykes on the Snow Lake Lithium™ property have been located. Since the early 1940s various portions of the current Snow Lake Lithium™ property have been explored by several companies. Certain target areas on the Snow Lake Lithium™ property have been known as the “Sherritt Gordon Property,” the “Violet Property”, the “Strider Lithium Property.” and the “Thompson Brothers Lithium Property” and now the “Snow Lake Lithium™ property”.
The highlights of the exploration history are summarized as follows:
In 1931 while working a gold showing near Crowduck Narrows on Wekusko Lake the Kobar brothers discovered a lithium deposit. After a good amount of trenching and clearing the property was optioned to Sherritt Gordon in 1942.
In 1942, Sherritt Gordon Mines drilled and cored 20 holes (632 meters), testing one of 2 spodumene bearing pegmatite dykes on the east side of the narrows linking Wekusko Lake to Crowduck Bay. These dykes were originally staked in 1931 by Peer Kobar.
In 1956, Combined Developments Ltd. explored parts of the property. The area was prospected, mapped and 26 cored drill holes were completed on the TB-1 pegmatite (2,356 meters).
From 1976 until 1987, the Thompson brothers explored part of the property. They completed several trenches and sampling. In 1978, they cored their first drill hole to a depth of 28.2 meters in 1979, hole #1 was deepened to 58.6 meters. In 1981, the Thompson brothers cored their second drill hole. Hole #2 was drilled to a depth of 61 meters.
In 1989, Lakefield Research metallurgical test work produced a spodumene concentrate from a sample taken from a trench on claim ADD 13. The assay head grade of the rock sample was 2.93% Li2O. The resulting concentrate was 5.19% Li2O.
In 1995, minor trenching and sampling of the TB-1 dyke was completed by Strider Resources. In 1996, a 1,600-meter by 400-meter grid was cut by Strider Resources with lines spaced at 50 meter intervals. In 1997, a three-hole drill program, totaling 930 meters, was completed.
In April 2016, Ashburton Ventures (now known as Progressive Planet Solutions Inc.) optioned the Snow Lake Lithium™ property, at that time consisting of the 20 claims, from Strider Resources and entered into an option financing agreement with Thompson Bros (then known as Manitoba Minerals PTY Ltd.), at that time Nova Minerals’s wholly-owned subsidiary. Through financing provided by MMPL, parts of the property were prospected, and an attempt was made to locate the historical drill holes. Nine surface samples of pegmatite were assayed. In the fall of 2016, a modest program of prospecting and soil sampling was completed. In the winter of 2017, five drill holes targeting the TB-1 pegmatite totaling 1,007 meters were cored.
In March and April 2018, Snow Lake Crowduck staked an additional 18 mineral claims (3,319 hectares, approximately 8,201.43 acres) contiguous with the original Snow Lake Lithium™ property (20 claims, 2,277 hectares, approximately 5626.59 acres).
During the winter of 2018, Thompson Bros (then MMPL) cored 18 drill holes totaling 3,798 meters focusing on the Thompson brothers pegmatite cluster. Drill sections and plans were prepared, and interpretations of the geology and mineralization were completed. A project data base was created and a model for the deposit has been developed.
In July 2021, we completed an S-K 1300 compliant resource estimate of an Indicated Resource of 9,082,600 tonnes of lithium bearing ore grading 1.00% Li2O, for 91,200 Li2O tonnes, and an Inferred Resource of 1,967,900 tonnes of lithium bearing ore grading 0.98% Li2O, for 19,300 Li2O tonnes. This S-K 1300 Report was prepared by Canmine Consultants and Nuterra Geoscience, each of whom served as Qualified Persons as that term is defined in S-K 1300. This estimate was prepared taking into consideration data density, deposit geometry, likely extensions and interpretive alternatives. A density factor of 2.70 t/m3 was used. Surpac version 6.4.1 was the software used to create the geological model and to estimate the resources. We intend to complete a two-phase exploration program on the Snow Lake Lithium™ property including the completion of a PFS.
43
Historical Mineral Processing and Metallurgical Testing
The Saskatchewan Research Council (SRC) completed a preliminary metallurgical testing program on the Snow Lake Lithium™ Project (Xia, L. and Adeoye, A., 2018). The primary objective of this preliminary testing program was to produce a spodumene concentrate with +6.0 % Li2O.
Test work was completed on a 55 kg composite sample of 67 individual assay reject samples crushed to -2.0 mm (10 mesh) received from SRC Geoanalytical Laboratories. All of the 67 individual assay rejects were combined and homogenized to create a composite feed sample. A head assay sample was taken from the homogenized composite sample for ICP analysis. The ICP analysis OLD indicated that the composite graded 1.43% Li2O.
The composite sample was ground to 100% passing 300 μm before being classified into two fractions: coarse fraction (53-300 μm) and fine fraction (-53 μm). Before flotation, de-sliming and magnetic separation were performed to minimize the interference of ultra fines (-38 μm) and magnetic (iron) materials on the flotation.
Preliminary flotation tests indicated that a spodumene concentrate with +6.0 % Li2O could be readily produced from the samples provided. The flotation process included one stage mica flotation, one stage spodumene rougher flotation, and five stages of cleaner flotations. H2SO4 was used to adjust the flotation pH in mica flotation. ArmacHT was used as the mica collector. Oleic acid was used as the spodumene collector. Vanofroth was used as the frother in all flotations. The reagent conditioning and dosages were not optimized.
Good spodumene concentrate can be produced from both coarse fraction (53-300 μm) and fine fraction (38-53 μm). A 43.3 % coarse recovery and a 22.9 % fine flotation recovery were achieved with concentrate grade of 6.35 % Li2O and 6.37% Li2O, respectively. A total 1905.5 g coarse spodumene concentrate with 6.35 % Li2O and 377.9 g fine spodumene concentrate with 6.37 % Li2O were produced. Mass balance and flotation optimization were not considered.
Xia and Adeoye recommend a second stage of test work including:
| ● | Detailed mineralogy analysis including mineral association, liberation, grain size, etc.; |
| ● | Comminution test to determine crushing index and mill work index; |
| ● | Pre-concentration test to increase the feed grade such as sorting, gravity separation and magnetic separation; |
| ● | Flotation tests to determine the optimal reagent scheme and to maximize the Li2O recovery; |
| ● | Locked cycle flotation tests to validate the flotation performance and to establish mass balance; and, |
| ● | Further hydrometallurgical testing to produce better grade Li2CO3. |
Currently, more advanced metallurgical testing is being conducted. We cannot be sure, however, when new test results will be available or what they will show.
A Metallurgical Investigation into the Potential Gravity and Flotation Recovery of Spodumene
In June 2022 we received the final report from PMC Laboratory Ltd of a 150kg sample sent from SGS-Lakefield.
The program's purpose was to conduct a metallurgical investigation into the potential for gravity and flotation recovery of spodumene. The information previously provided indicated the presence of coarse spodumene grains. The primary focus was to evaluate different processing methods with the goal of producing a saleable spodumene concentrate at an acceptable recovery rate.
This sample was determined to have a value of approximately 0.54% Li (1.16 Li2O) with good agreement between direct assays, calculated assays, SQ-XRD and TIMA/EDS measurements.
44
Heavy liquid separation tests achieved products with Li2O grades ranging between 3.7 and 7.0% in the specific gravity ranges of >2.8 <3.2, with a cumulative Li2O recovery of 57.7% into 10.4% of the HLS feed mass.
The Flotation feed material was prepared by crushing and grinding the as-received sample, followed by removing the fines and magnetic fractions.
Mineralogical findings support the major metallurgical observations and performance witnessed. Final flotation tailings spodumene is very coarse and recovery-limiting characteristics may include a combination of size, shape factor, interlocking of quartz and a surface expression of micas.
Ownership of the Snow Lake Lithium™ Property
The Snow Lake Lithium™ property comprises 122 contiguous mineral claims, covering 24,515 hectares (approximately 60,577 acres).
Below is a list of the claim names, numbers, areas ownership and expiry dates, including one mining lease. All claims and leases are registered with the Manitoba Mineral Resources Division (Formerly the Mines Branch) which, as of October 23, 2019, is a division of the Manitoba Department of Agriculture and Resource Development (ARD). Property surface rights are held by the Crown.
|
| Claims Held by Snow Lake Crowduck |
|
| |||
Number | Name | Disposition | Issue Date | Good To Date | Expiry Date | Area (ha) | Status |
MB1052 | ADD 1052 | Mining Claim | 2001-07-20 | 2030-07-20 | 2030-09-18 | 235 | Converted To Lease |
MB1053 | ADD 1053 | Mining Claim | 2001-07-20 | 2030-07-20 | 2030-09-18 | 83 | Converted To Lease |
MB12130 | BAZ 12130 | Mining Claim | 2017-12-05 | 2029-12-05 | 2030-02-03 | 192 | GOOD STANDING |
MB12132 | BAZ 12132 | Mining Claim | 2017-12-05 | 2030-12-05 | 2031-02-03 | 256 | GOOD STANDING |
MB12631 | PGB12631 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 240 | GOOD STANDING |
MB12632 | PGB12632 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 192 | GOOD STANDING |
MB12633 | PGB12633 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 240 | GOOD STANDING |
MB12634 | PGB12634 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 240 | GOOD STANDING |
MB12635 | PGB12635 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 240 | GOOD STANDING |
MB12900 | PGB2900 | Mining Claim | 2022-01-20 | 2024-01-20 | 2024-03-20 | 256 | GOOD STANDING |
MB12901 | PGB2901 | Mining Claim | 2022-01-20 | 2024-01-20 | 2024-03-20 | 256 | GOOD STANDING |
MB12902 | PGB2902 | Mining Claim | 2022-01-20 | 2024-01-20 | 2024-03-20 | 256 | GOOD STANDING |
MB12903 | PGB2903 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12904 | PGB2904 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12905 | PGB2905 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12906 | PGB2906 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12907 | PGB2907 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12908 | PGB2908 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12909 | PGB2909 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 112 | GOOD STANDING |
MB12910 | PGB2910 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 112 | GOOD STANDING |
MB12911 | PGB2911 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12912 | PGB2912 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12913 | PGB2913 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12914 | PGB2914 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12915 | PGB2915 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12916 | PGB2916 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12917 | PGB2917 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12918 | PGB2918 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12919 | PGB2919 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12920 | PGB2920 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 144 | GOOD STANDING |
MB12921 | PGB2921 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 174 | GOOD STANDING |
MB12922 | PGB2922 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 152 | GOOD STANDING |
MB12923 | PGB2923 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12924 | PGB2924 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12925 | PGB2925 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12926 | PGB2926 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 212 | GOOD STANDING |
MB12927 | PGB2927 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 202 | GOOD STANDING |
MB12928 | PGB2928 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12929 | PGB2929 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12934 | PGB2934 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12935 | PGB2935 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12936 | PGB2936 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 136 | GOOD STANDING |
45
MB12937 | PGB2937 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 64 | GOOD STANDING |
MB12938 | PGB2938 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 178 | GOOD STANDING |
MB12939 | PGB2939 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12940 | PGB2940 | Mining Claim | 2022-01-21 | 2024-01-21 | 2024-03-21 | 256 | GOOD STANDING |
MB12941 | PGB2941 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12942 | PGB2942 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12943 | PGB2943 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12944 | PGB2944 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12945 | PGB2945 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12946 | PGB2946 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12947 | PGB2947 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12954 | PGB2954 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 128 | GOOD STANDING |
MB12955 | PGB2955 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12956 | PGB2956 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12957 | PGB2957 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12958 | PGB2958 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12959 | PGB2959 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 128 | GOOD STANDING |
MB12960 | PGB2960 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12961 | PGB2961 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12962 | PGB2962 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 128 | GOOD STANDING |
MB12963 | PGB2963 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12964 | PGB2964 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 256 | GOOD STANDING |
MB12965 | PGB2965 | Mining Claim | 2022-01-25 | 2024-01-25 | 2024-03-25 | 128 | GOOD STANDING |
MB12967 | ROCH2967 | Mining Claim | 2022-01-30 | 2024-01-30 | 2024-03-30 | 72 | GOOD STANDING |
MB12968 | ROCH2968 | Mining Claim | 2022-01-30 | 2024-01-30 | 2024-03-30 | 256 | GOOD STANDING |
MB12969 | ROCH2969 | Mining Claim | 2022-01-30 | 2024-01-30 | 2024-03-30 | 139 | GOOD STANDING |
MB12970 | ROCH2970 | Mining Claim | 2022-01-30 | 2024-01-30 | 2024-03-30 | 248 | GOOD STANDING |
MB12972 | ROCH2972 | Mining Claim | 2022-01-30 | 2024-01-30 | 2024-03-30 | 99 | GOOD STANDING |
MB12973 | ROCH2973 | Mining Claim | 2022-01-30 | 2024-01-30 | 2024-03-30 | 75 | GOOD STANDING |
MB12974 | ROCH2974 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 89 | GOOD STANDING |
MB12975 | ROCH2975 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 148 | GOOD STANDING |
MB12976 | ROCH2976 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 104 | GOOD STANDING |
MB12977 | PGB12977 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 216 | GOOD STANDING |
MB12978 | PGB12978 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 192 | GOOD STANDING |
MB12979 | PGB2979 | Mining Claim | 2022-10-12 | 2024-10-12 | 2024-12-11 | 192 | GOOD STANDING |
MB13493 | TBL 001 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 256 | GOOD STANDING |
MB13494 | TBL 002 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 243 | GOOD STANDING |
MB13495 | TBL 003 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 78 | GOOD STANDING |
MB13496 | TBL 004 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 151 | GOOD STANDING |
MB13497 | TBL 005 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 67 | GOOD STANDING |
MB13498 | TBL 006 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 230 | GOOD STANDING |
MB13499 | TBL 007 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 185 | GOOD STANDING |
MB13500 | TBL 008 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 78 | GOOD STANDING |
MB13501 | TBL 009 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 206 | GOOD STANDING |
MB13502 | TBL 010 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 173 | GOOD STANDING |
MB13503 | TBL 011 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 72 | GOOD STANDING |
MB13504 | TBL 012 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 250 | GOOD STANDING |
MB13505 | TBL 013 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 237 | GOOD STANDING |
MB13506 | TBL 014 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 121 | GOOD STANDING |
MB13507 | TBL 015 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 256 | GOOD STANDING |
MB13508 | TBL 016 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 220 | GOOD STANDING |
MB13509 | TBL 017 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 240 | GOOD STANDING |
MB13510 | TBL 018 | Mining Claim | 2018-04-06 | 2025-04-06 | 2025-06-05 | 256 | GOOD STANDING |
MB13784 | HERB 15 | Mining Claim | 2021-06-23 | 2024-06-23 | 2024-08-22 | 60 | GOOD STANDING |
MB13785 | HERB 5 | Mining Claim | 2021-06-24 | 2024-06-24 | 2024-08-23 | 64 | GOOD STANDING |
MB13851 | HERB 1 | Mining Claim | 2021-06-19 | 2024-06-19 | 2024-08-18 | 240 | GOOD STANDING |
MB13852 | HERB 2 | Mining Claim | 2021-06-19 | 2024-06-19 | 2024-08-18 | 256 | GOOD STANDING |
MB13853 | HERB 3 | Mining Claim | 2021-06-19 | 2024-06-19 | 2024-08-18 | 189 | GOOD STANDING |
MB13854 | HERB 4 | Mining Claim | 2021-06-19 | 2024-06-19 | 2024-08-18 | 82 | GOOD STANDING |
MB13855 | HERB 21 | Mining Claim | 2021-06-24 | 2024-06-24 | 2024-08-23 | 50 | GOOD STANDING |
MB13856 | HERB 6 | Mining Claim | 2021-06-19 | 2024-06-19 | 2024-08-18 | 163 | GOOD STANDING |
MB13857 | HERB 7 | Mining Claim | 2021-06-19 | 2024-06-19 | 2024-08-18 | 88 | GOOD STANDING |
MB13858 | HERB 8 | Mining Claim | 2021-06-22 | 2024-06-22 | 2024-08-21 | 174 | GOOD STANDING |
MB13859 | HERB 9 | Mining Claim | 2021-06-22 | 2024-06-22 | 2024-08-21 | 246 | GOOD STANDING |
MB13860 | HERB 10 | Mining Claim | 2021-06-22 | 2024-06-22 | 2024-08-21 | 252 | GOOD STANDING |
MB13861 | HERB 11 | Mining Claim | 2021-06-20 | 2024-06-20 | 2024-08-19 | 250 | GOOD STANDING |
MB13862 | HERB 12 | Mining Claim | 2021-06-20 | 2024-06-20 | 2024-08-19 | 138 | GOOD STANDING |
MB13863 | HERB 13 | Mining Claim | 2021-06-23 | 2024-06-23 | 2024-08-22 | 138 | GOOD STANDING |
MB13864 | HERB 14 | Mining Claim | 2021-06-23 | 2024-06-23 | 2024-08-22 | 219 | GOOD STANDING |
MB13865 | HERB 22 | Mining Claim | 2021-06-24 | 2024-06-24 | 2024-08-23 | 56 | GOOD STANDING |
46
MB13866 | HERB 16 | Mining Claim | 2021-06-23 | 2024-06-23 | 2024-08-22 | 40 | GOOD STANDING |
MB13867 | HERB 17 | Mining Claim | 2021-06-23 | 2024-06-23 | 2024-08-22 | 106 | GOOD STANDING |
MB13868 | HERB 18 | Mining Claim | 2021-06-24 | 2024-06-24 | 2024-08-23 | 32 | GOOD STANDING |
MB13869 | HERB 19 | Mining Claim | 2021-06-24 | 2024-06-24 | 2024-08-23 | 124 | GOOD STANDING |
MB13870 | HERB 20 | Mining Claim | 2021-06-24 | 2024-06-24 | 2024-08-23 | 220 | GOOD STANDING |
MB5735 | CRO 5735 | Mining Claim | 2010-02-11 | 2030-02-11 | 2030-04-12 | 216 | GOOD STANDING |
MB5736 | CRO 5736 | Mining Claim | 2010-02-11 | 2030-02-11 | 2030-04-12 | 202 | GOOD STANDING |
MB5737 | CRO 5737 | Mining Claim | 2010-02-11 | 2030-02-11 | 2030-04-12 | 250 | GOOD STANDING |
MB6301 | ADD 6301 | Mining Claim | 2006-03-24 | 2030-03-24 | 2030-05-23 | 110 | GOOD STANDING |
MB6303 | ADD 6303 | Mining Claim | 2008-03-17 | 2030-03-17 | 2030-05-16 | 180 | GOOD STANDING |
MB6305 | ADD 6305 | Mining Claim | 2009-02-11 | 2030-02-11 | 2030-04-12 | 224 | GOOD STANDING |
MB9830 | ADD 9830 | Mining Claim | 2018-03-06 | 2030-03-06 | 2030-05-05 | 40 | GOOD STANDING |
P2818F | ADD 13 | Mining Claim | 1994-09-30 | 2030-09-30 | 2030-11-29 | 16 | GOOD STANDING |
P3033F | ADD 3033 | Mining Claim | 1995-04-21 | 2031-04-21 | 2031-06-20 | 32 | GOOD STANDING |
P3035F | ADD 3035 | Mining Claim | 1995-04-21 | 2030-04-21 | 2030-06-20 | 53 | GOOD STANDING |
P3203F | ADD 3203 | Mining Claim | 1995-09-11 | 2030-09-11 | 2030-11-10 | 82 | GOOD STANDING |
P7463B | THOMPSON #2 | Mining Claim | 1964-11-05 | 2030-11-05 | 2031-01-04 | 21 | GOOD STANDING |
P7464B | THOMPSON #3 | Mining Claim | 1964-11-05 | 2030-11-05 | 2031-01-04 | 21 | GOOD STANDING |
W47378 | THOMPSON 7 | Mining Claim | 1982-07-08 | 2030-07-08 | 2030-09-06 | 16 | GOOD STANDING |
W47380 | THOMPSON 6 | Mining Claim | 1982-07-08 | 2031-07-08 | 2031-09-06 | 16 | GOOD STANDING |
W49853 | ADD 49853 | Mining Claim | 1996-04-22 | 2031-04-22 | 2031-06-21 | 32 | GOOD STANDING |
|
|
|
|
|
| 24515 | Total ha |
ML339 |
| Mineral Lease | 2023-04-06 | 2024-04-06 | 2024-05-06 | 318 | GOOD STANDING |
|
|
|
|
|
|
|
|
1 - | These claims were optioned 100% from Strider Resources, by Progressive Planet Solutions (PLAN) (formerly named Ashburton Ventures) April 21, 2016. September 26, 2016 Thompson Bros (Lithium) Pty Ltd (TBLPL) (formerly named Manitoba Minerals PTY Ltd) optioned 100% rights of them from PLAN by funding the requirements of the Strider Option. April 12, 2017 the PLAN / TBLPL Option was amended to reduce the right to just 80% option purchase. November 14, 2018 PLAN optioned the rights to the remaining 20% option to Snow Lake. November 15, 2018 PLAN and Strider amended their option to allow the sale of 100% of the project to Snow Lake via TBLPL. March 08, 2019 Snow Lake purchased TBLPL from Nova Minerals (TBLPL had 80% rights to the project). At this time Snow Lake held 20% from PLAN, and the remaining 80% through their purchase of TBLPL from Nova. April 12, 2019 all option requirements were fulfilled and the property was 100% held by Snow Lake (subject to 2% NSR) |
2 - | These two claims were added to the Option agreement as they were staked within the area of material interest. Snow Lake paid the staking costs to Strider and they were added to the option. |
3 - | These claims were staked by the Company on or around April 04, 2018 |
4 - | These claims were staked by the Company May to June, 2021 |
5 - | These claims were staked by the Company December 2021 to January 2022. These claims are currently held in pending status. If they are approved, it is estimated that the expiry of the claim would be 2 years following the issue date. |
Permitting in Manitoba
All mineral claims in good standing on Crown land in Manitoba are entitled to be explored without any permitting, except as indicated below. All mineral exploration programs in Manitoba require work permits for timber removal, shoreland alteration and road construction that are issued annually by the provincial Department of Conservation and Climate. For more intrusive explorations, such as line cutting (using chain saws), overburden stripping, blasting and/or diamond drilling, a work permit granted under Section 7(1)(c) of The Crown Lands Act or Section 23 (1) of The Wildfires Act, Province of Manitoba would be required. Permits address conditions for exploration that must be adhered to in a given work area based on the planned exploration activities.
The type and duration of the camp infrastructure required for exploration also dictates the type of permit required in Manitoba. Temporary camps established for less than one year are covered by a work permit, whereas a separate permit issued by the Manitoba Department of Labor - Fire Commissioners Office is required for exploration camps on Crown land established for periods longer than one year.
47
For advanced exploration and exploitation (also known as mining), we will need to consult with government officials in order to determine the necessary permits. Permitting processes will be included in the scope of our PFS.
Thompson Bros obtained the permits required to complete the 2018 exploration drilling program. There are no current environmental liabilities with respect to historical exploration and the 2018 drilling program was completed in accordance with industry best practices.
We currently hold the following exploration or exploitation permits from the Manitoba government:
Company |
| License/Permit |
| Issuing Authority |
| Issuance Date |
| Term |
Snow Lake Resources Ltd. |
| Work Permit to drill program on Crown (Manitoba) lands |
| Manitoba Mineral Resources Department |
| April 29, 2022 |
| April 30, 2025 |
Snow Lake Resources Ltd. |
| Work Permit to drill program on Crown (Manitoba) lands |
| Manitoba Mineral Resources Department |
| June 13, 2022 |
| April 30, 2025 |
Climate, Local Resources, Infrastructure and Physiography
Climate
The Snow Lake region is marked by short, cool summers and long, cold winters. The region has a sub-humid high boreal climate.
The mean summer temperature is 12.5°C (54.5°F ) and the mean winter temperature is -18.5°C (-1.3°F ). The temperatures are highest on average in July, at around 17.0°C. January is the coldest month, averaging -23.3°C. The mean annual temperature is approximately -2.5°C. The area is generally clear of snow cover between the beginning of June and the end of September.
The mean annual precipitation is about 450 mm, 35% as snow. The least amount of precipitation occurs in February, averaging 16 mm. The most rainfall occurs in July, averaging 74 mm. Average monthly winds for the area range from 10 km/hr to 13 km/hr, with 40% of the winds originating from the NW, NE or N. Exploration activities can be carried out all year around.
Local vegetation consists of closed stands of black spruce and jack pine, with lesser aspen, white birch, white spruce and balsam fir. Permafrost may occur locally in organic deposits. Wildlife includes moose, black bear, lynx, wolf, barren-ground caribou, beaver, muskrat, snowshoe hare and red-backed vole. Bird species include raven, common loon, spruce grouse, bald eagle, grey jay, hawk owl and waterfowl, including ducks and geese.
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Local Resources
Snow Lake is the closest community to the property. Snow Lake had a permanent resident population of 899 in 2016 and has 498 private dwellings. There are two small residential subdivisions located on Wekusko Lake along Highway 392, as well as cottages at Herb Lake and Cotes Landings. There are also a small number of seasonal remote cabins located on Wekusko Lake. The Wekusko Falls Provincial Park (88 ha) is located on the east side of Wekusko Lake and offers camping. The Wekusko Falls Lodge provides accommodations and meals.
Snow Lake is an established mining community and has the infrastructure in place to support exploration and mining operations in the region. Services include a health facility staffed with two doctors, an ambulance, a fire truck, a 3-person RCMP detachment, an RBC bank branch, grocery and hardware stores, two hotels/motels, three service stations, a kindergarten to grade 12 school, a hockey arena, a five-sheet curling rink and a nine-hole golf course. A small-craft charter service operates out of the community of Snow Lake, where small planes and helicopters can be chartered. There is a 1,100 m by 20 m municipal gravel airstrip located approximately 8.5 km northwest of the Snow Lake Lithium™ property. The nearest rail access is at the Wekusko siding, approximately 65 km southeast of the Snow Lake Lithium™ property.
The nearest larger population centres include Flin Flon (208 km) and Thompson (260 km), both accessible by paved highway. Flin Flon, with a population of 7,000, is a nearby provincial regional government centre and a major service and supply centre for the region. The nearest full-service commercial airport is located at Baker’s Narrows, near Flin Flon. The nearest international airport is located in Winnipeg.
The Snow Lake region has a history of virtually continuous production from a series of base and precious metal mines since 1949. Hudbay Minerals Inc., or Hudbay, currently operates the Lalor gold mine, located about 8 km west of Snow Lake. Hudbay also operates a 2,700 tonne per day zinc and copper concentrator in Snow Lake.
Infrastructure
Gridding, trenching, stripping and road building in the target areas on the Snow Lake Lithium™ property, we expect, should be easily accomplished. Ample water is available for drilling purposes.
There are no permanent or temporary structures on the Snow Lake Lithium™ property, and we have not established any exploration infrastructure on the property.
The area of the Snow Lake Lithium™ property is sufficiently large to host a mining operation. A power line traverses the southern extremity of the property. The valley located directly east of the property could serve as a potential tailing storage area. Winter access roads to the property can be used for hauling purposes.
Physiography
The Snow Lake Lithium™ property is located along the southern edge of the Precambrian Shield within the Wekusko Eco-district, Churchill River Upland Eco-region, Boreal Shield Eco-zone.
The property straddles Crowduck Bay at the northeastern end of Lake Wekusko. Wekusko Lake is a large, shallow body of water covering an area of approximately 25 km long by 3 to 10 km wide. Crowduck Bay is part of a long (12 km) narrow channel leading to the Grass River that continues towards the northeast. Most of the shoreline of Crowduck Bay is flanked by steep, 15 to 20 m slopes. The lake elevation is approximately 257.5 m above sea level and the highest topographical point on the Property is approximately 305 m above sea level. Most ridges and low-lying areas trend towards the northeast.
The dominant soils are well to excessively drained dystic brunisols that have developed on shallow, sandy and stony veneers of water-worked glacial till overlying bedrock. Significant areas consist of peat-filled depressions with very poorly drained Typic and Terric Fibrisolic and Mesisolic Organic soils overlying loamy to clayey glaciolacustrine sediments.
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Geological Setting and Mineralization
Regional Geological Setting
The Snow Lake Lithium™ property is located in the Churchill geological province at the eastern end of the Flin Flon Belt. The Flin Flon Belt (1.92-1.88 Ga) is one of the largest Proterozoic volcanic-hosted massive sulphide districts in the world. More than 118.7 Mt have been mined from 25 distinct deposits and a further 64.3 Mt are contained in 43 sub-economic or pre-production deposits.
The east-trending Flin Flon Volcanic Belt (230 X 50 km) is interpreted to be remnant of a Paleoproterozoic orogenic mountain belt, which developed as new ocean basin and arc crust interacted with Archean rocks of the Hearnne and Superior cratons along complex convergent plate boundaries. To the north of the Flin Flon belt lies the east-trending Kisseynew Sedimentary Gneiss Belt. Located to the south of the Flin Flon belt are the flat-lying Paleozoic rocks of the Western Canada Sedimentary Basin.
Local Geological Setting and Lithium Mineralization
The bedrock geology to the east of Wekusko Lake consists of several fault-bounded blocks of juvenile ocean floor, arc related volcanic rocks and fluvial–alluvial and turbiditic sedimentary rocks. The Western Missi Block is bounded by the Crowduck Bay fault to the east and the Herb Lake Fault the west and the strata are folded into a tight syncline. The Missi Group rocks (1.85-1.83 Ga), are dominantly sedimentary, but do contain rare, thin units of interbedded felsic volcanic rocks. The sedimentary rocks consist of polymictic conglomerates, greywackes and sandstones interpreted to have been deposited in an alluvial-fluvial environment. Across the Herb Lake Fault towards the southeast, the Herb Lake Block consists of a folded sequence of mafic to felsic volcanic rocks. Basalts dominate in the core of the fold, with basaltic andesites and andesites becoming more prevalent as the contact with the felsic volcanic rocks is approached. The Herb Lake Volcanic Assemblage is intruded by quartz porphyritic granites, which are themselves cut by the faults bounding the Herb Lake Block. To the northeast, the North Roberts Lake Block is characterized by mafic volcanic rocks (1.92-1.87) interpreted as ocean floor. Towards the west, across the Crowduck Bay Fault, the Central Wekusko Block consists of sedimentary strata dominated by turbidites of the Burntwood Group (1.85-1.84 Ga) and intruded by plutonic rocks.
To the east of Wekusko Lake there are three main clusters of spodumene-bearing pegmatite dykes known as the Thompson Brothers, Sherritt Gordon and Zoro pegmatites. The Thompson Brothers and Sherritt Gordon pegmatites both occur on the Snow Lake Lithium™ property. The Zoro pegmatites are located about 5 km east of the Snow Lake Lithium™ property and are not part of the property. The Zoro property is being explored by Foremost Lithium Ltd. Commonalities in mineralogy, textures and form exist between all 3 dyke clusters; however, they each occur in separate fault bounded crustal blocks and have different orientations. All 3 dyke clusters are interpreted to have been emplaced into fracture systems during the latest regional D5 structural event recognized in the area. [The first one Grass river swarm replaces the one on page 53, the next one is on page 55 the Thompson Brothers Area, followed by Grass river area.]
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Property Geology and Lithium Mineralization
The Snow Lake Lithium™ property is bisected by the regional Crowduck Bay Fault. The rocks on the eastern side of this fault consist of folded Missi Group sandstones (greywackes) and conglomerates, part of the Eastern Missi Block. To the west, across the fault, the Property is underlain by plutonic rocks intruding turbidites of the Burntwood Group, part of the Wekusko Lake Block.
The Thompson Brothers (TBL) and Grass River Swarm (GRS) spodumene bearing, lithium-enriched pegmatite dyke clusters occur on either side of the Crowduck Bay Fault. The dykes are all tabular in form, but each cluster has a distinct orientation. Additional north-northeasterly trending pegmatite dykes have been mapped along the Crowduck Bay fault corridor towards the north.
Mineralogy
No detailed mineralogical studies have been completed by us. Cerny et al., (1980) reports that the mineralogy of the Thompson Brothers and Sherritt Gordon pegmatite clusters are similar and composed of spodumene, quartz, microcline, with lesser muscovite, biotite, garnet, beryl and apatite. Modal spodumene abundance ranges between 10 and 20% and commonly occurs as large, well formed, columnar crystals raging between 1 and 35 cm in length. The spodumene crystals are commonly in planar alignment and may be oriented obliquely to the dyke contacts. These textures have been interpreted to be the result of continuous crystallization in slowly opening fractures. Mineralogical and geochemical characterization studies have been initiated with Dr. Mostafa Fayek at the Department of Geological Sciences, University of Manitoba with support from Snow Lake Lithium.
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Thompson Brothers (TB) Dykes
The TBL property spodumene-bearing dykes are located on the east shore of Grass River linking Wekusko lake with Crowduck Bay. Here, three mineralized dykes, the TB-1, 2 and 3, intrude Missi Group pebble to cobble conglomerates and greywackes. The Thompson Bros spodumene-bearing lithium rich dykes were drilled by /Nova Minerals Ltd. in 2017 and 2018.
Pegmatite TB-1 is illustrated in plan, longitudinal section and cross-section. The TB-1 dyke was intersected by 24 drill holes during the 2017-2018 season, and an additional 30 drill holes in 2022. Dyke TB-1 strikes 040° and dips about 85o SE. The Thompson Brothers deposit has now been drill tested to over a 1km strike length and to a vertical depth of 1/2 Km. The deposit averages 7 to 10m in true width. Dyke TB-1 has two drill intercepts at a vertical depth of about 350 m. The mineralized dyke remains open to depth and along strike to the north and south. The Li2O grades are typically consistent across the width of the dyke; however, locally, the margins of the dyke fall below the cut-off grade of 0.30 % Li2O.
Dyke TB-2 occurs to the north of TB-1 has been traced for about 400 m along strike. This dyke has not been located in surface outcrops. Based on limited drilling, dyke TB-2 is up to 2.8 m thick and its orientation is interpreted to be sub-parallel to dyke TB-1. Dyke TB-3 is located about 250 m to the northwest of dykes TB-1 and 2. TB-3 has been traced for about 150 m along strike. The TB-3 pegmatite is up to 2.0 m thick, strikes 040° and dips about 080° towards the northwest.
All the TBL property dykes are sub-parallel to the northeast-trending foliation and strata in general. Dyke TB-2 could represent the faulted northern extension of dyke TB-1 or an en-echelon, dilational structure. Dyke TB-2 remains open along strike to the north and to depth.
Bannatyne (1985) noted 2 additional spodumene bearing pegmatites about 500 m south of the TBL-1. Both dykes are exposed along the steep east shore of Grass River Narrows. These dykes have not been mapped or sampled to date.
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Grass River Swarm
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Following drilling done in 2022 the third dyke was confirmed yet it needs further drilling to prove if this is two over lapping dykes or it stepover to offset it. Due to the new dykes the area is now called the Grass River Swarm.
The Grass River dykes intrude the outermost quart diorite phase of the compositional zoned Rex Lake Pluton on the west side of the Grassy River narrows. Both dykes display some pinch and swell structures along strike, as well as slight changes in strike.
Dyke SG-1 has been traced for about 500 m, striking 1200 and dipping 800 SW. Dyke SG-1 ranges from 10 cm to 5 m in width and splits into 3 thinner subparallel dykes at its southeastern end. Dyke SG-1 is asymmetric, with the grain size increasing to the hanging-wall contact, and some accumulation of the spodumene, quartz and blocky K-feldspar along this contact.
Dyke SG-2 has been traced for almost 400 m, striking parallel to SG-1 at about 70 m towards the east. The dyke dips 500-700 SW and its width ranges between 1.5 cm and 4 m. Dyke SG-2 seems to be homogeneous in mineral distribution, and it shows only some coarsening of grain size inwards.
In 1942, the SG-1 pegmatite was drill tested by Sherritt Gordon Mines Limited (now known as Sherritt Inc.). Some 21 shallow drill holes were cored (632 m). Rather than reporting assays for lithium, results in the historical drill logs are reported in “Gravitational Determination Percent Spodumene” which are qualitative in nature and should not be relied upon. The historical drilling results yielded average estimated spodumene contents ranging from 7.22 – 31.9% over widths ranging from 1.52 - 5.79 m. One 2018 reconnaissance grab sample from the SG-1 dyke graded 2.15 % Li2O. The SG-1 pegmatite was drill tested to a depth of 50 m and remains open to depth.
The Grass River pegmatites are interpreted to have intruded sub-parallel late stage, en-echelon fractures that were subsequently deformed and locally displaced. If both dykes continue to depth, they could merge or intersect at a depth of about 160 m.
A third outcropping pegmatite dyke was discovered in during field reconnaissance in 2018. The Grass River pegmatite is located about 150 m south of the Grass River dykes. Here, three spodumene bearing outcrops were mapped over a 150 m strike length, trending east. One grab sample from the Grassy River dyke graded 3.78 % Li2O.
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2022 Exploration Activities for Snow Lake Lithium™ Property
We have concluded an exploration and resource development drilling program that included resource definition drilling of the TB-1 pegmatite as well as exploration drilling of the SG pegmatite cluster targets. The preliminary details are discussed below. It should be noted that assay results and detailed surveys of drill holes are pending.
TBL Pegmatite Dyke
During the 2022 winter, spring and summer months, the TBL pegmatite dyke was drilled to further define and extend the resource previously announced. An additional 30 drill holes were completed on the TBL dyke along with a further 8 holes on a northeast extension to the TBL dyke denoted as the BYP drill holes. A total of 7,688 m of drilling on the TBL dyke and 1,136 m of drilling on the BYP extension was completed. Geological logging and sampling of the Spodumene-bearing pegmatite intersections showed strong continuation of the mineralization, both along strike and at depth.
SGP Pegmatite and Related Dykes
The aforementioned SGP, now called Grass River, pegmatite dykes to the southwest of the TBL dyke were the target of further exploration and drilling during the last year. Ground exploration and drilling further defined the SGP dykes and defined two additional sets of related dykes, denoted “Crowduck Bay Pegmatite’ (CBP) and “Grass River Pegmatite” (GRP). These dyke sets pinch and swell as they intrude the host country rock, and are mineralogically similar to the TBL dyke. Spodumene crystals in these dykes are noted to be coarser grained than their counterparts in the TBL dyke. Preliminary survey data indicates an overall southeast strike and southwest azimuth dip to the dykes.
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Analysis of ongoing surveys will further define the strike and dip of the SGP, CBP and GRP dykes. A total of 46 drill holes were completed on these dyke sets, resulting in 9,186 meters of rock drilled.
Development Activities
Drilling was performed to obtain samples for metallurgical and geotechnical evaluation of the pegmatites and host rocks. The completion of 15 drill holes yielded a one-ton sample of pegmatite ore for the TBL main dyke and 14 drill holes for the GRP dyke set. The contract for the metallurgical work was awarded to SGS Laboratories Canada Inc. of Lakefield, Ontario. From both the TBL and SGP dikes, geotechnical holes were drilled to collect wall and ore rock samples for geotechnical investigations. A total of 10 geotechnical holes were drilled, providing 556 meters of rock for sampling. The geotechnical analyses have been outsourced out to the University of Saskatchewan.
We contracted with SLR Consulting (Canada) Ltd. to conduct a two-year baseline environmental study that includes water, soil, and acoustic studies. This work is presently in progress. Furthermore, Western Heritage Ltd. is conducting an archaeological survey and evaluation of the Snow Lake Lithium™ project.
In the summer of 2022, we conducted a Lidar survey, and it will be utilized to map road construction to the Grass River outcrop and drilling region.
In spring of 2023, we conducted a large helicopter borne magnetometer survey to analyze the geophysical trace of the non-magnetic pegmatite dykes. We recently received the results of this extensive survey over our newest claim area to the east of the original claim block. We look forward to analyzing this data in greater depth.
An updated mineral resource estimate is expected by the end of 2024 once drilling is completed in winter 2023/24 and all of the assays have been received and detailed surveys of the drill collars has been completed.
Our Competitive Strengths
We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
| ● | Our initial metallurgical test work has yielded a spodumene concentrate grading 6.37% Li2O. Initial metallurgical test work demonstrates the Snow Lake Lithium™ property can produce a concentrate material of 6.37% Li2O using standard metallurgical laboratory test techniques, indicating the likelihood that industry relevant amounts of concentrate can be produced. |
| ● | Our Snow Lake Lithium™ property is large and, we believe, is host to valuable lithium resources. Our Snow Lake Lithium™ property comprises 24,515 hectares (approximately 60,577 acres) and is host to spodumene bearing, lithium-enriched pegmatite dykes and other targets that could potentially contribute to a future lithium resource. Our Snow Lake Lithium™ property hosts several identified spodumene pegmatite dykes with high-grade lithium found to date. With only 1% of the Snow Lake Lithium™ property explored, we believe that there are many additional lithium bearing pegmatites on the Snow Lake Lithium™ property yet to be explored. |
| ● | Historic flotation tests indicate that a spodumene concentrate with +6.0% Li2O may be readily produced from the deposit. We announced in 2018 outstanding new high-grade drill results at the Snow Lake Lithium™ property, with release of the complete data set from the recent phase of drilling. The results confirm a high-grade and consistent lithium bearing pegmatite dyke in the Snow Lake Lithium™ property that appears open at depth and along strike at both ends. Additional dykes were also identified and require further follow up expected as part of the next field program as weather conditions permit. |
@ | ● | No significant technical challenges related to exploration and development of the deposits have been identified. We expect, although we cannot guarantee, that our drill hole database and their interpretation will be used to support the planning of future drilling programs. No significant technical challenges related to exploration and development of these deposits have been identified to date |
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| ● | We are strategically located in the North American market. Our Snow Lake Lithium™ property is located in proximity to major downstream lithium processing facilities as well as to major US battery customers including General Motors, BMW, Nissan, Mercedes and Tesla automobile manufactures. With Snow Lake’s access to the Hudson Bay railway just 65 km from the Snow Lake Lithium™ property, our project is strategically located close to the CN rail lines to deliver lithium product to the entire Auto Alley market. |
| ● | Leadership team of experienced mining executives and operators, with a track record of de-risking and delivering. We believe that our management team’s background and experience in the mining industry will enable us to achieve growth. Our management team consists of members with extensive experience in the mining industry. |
Our Growth Strategies
We have developed a strategic plan for further exploration and development of the Snow Lake Lithium™ project that includes the following milestones:
| ● | Complete preliminary feasibility study. We have commenced a PFS on the Snow Lake Lithium™ property. This represents the next step in the process of moving from exploration towards the potential to establish commercial operations. The study will review the test work, process design, vendor furnished equipment packages and preliminary design in addition to cost estimates for the development of a commercial spodumene processing plant. |
| ● | Complete next stage of resource exploration drilling leading to an updated mineral resource estimate We intend to continue drilling to both upgrade our mineral resources, as well as to explore for extensions to the existing mineral resources. |
| ● | Acquisitions of additional lithium properties and projects. In addition to our organic growth strategy of developing the Snow Lake Lithium™ project, we intend to engage in strategic acquisitions of additional lithium properties and projects of merit. |
Marketing and Advertising
We intend to sell the lithium concentrate that we expect to produce to lithium refiners under long term offtake agreements. This is in line with the wider industry requirements for battery-grade lithium chemicals, where users typically require long-term supply contracts. We therefore feel our company is perfectly situated in the province of Manitoba that generates 97% of its energy from Hydroelectric, and 3% from wind.
Our Customers
Major lithium refiners would be the primary customers. We believe that, assuming we prove our lithium resources and proceed to build and operate a functioning lithium ore mining and processing facility, we will be well positioned to be a supplier of choice to these lithium refiners, based on the competitive economics enabled by our well situated geographical location, renewable energy sources, and mining friendly government regime.
Competition
We face intense competition in the mineral exploration and exploitation industry on an international, national and local level. We compete with other mining and exploration companies, many of which possess greater financial resources and technical facilities than we do, in connection with the exploration and mining of suitable properties and in connection with the engagement of qualified personnel. The lithium exploration and mining industry is fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.
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Intellectual Property
We do not have any registered intellectual property rights.
Facilities
Our corporate address is 360 Main St 30th Floor, Winnipeg, MB R3C 0V1 Canada. Currently, we do not maintain any office or operational facilities other than an off-site storage facility for our core samples, which we lease at a nominal fee. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.
Employees
We have one employee at this time, our Chief Executive Officer Frank Wheatley. Other of our executive officers and advisers work for us as independent contractors under consulting agreements. These agreements, and the employment agreement with our Chief Executive Officer, typically include a confidentiality covenant that requires consultants to protect our confidential information during their engagement with us. In addition, these consulting agreements include typical non-compete clauses that prohibit the consultants from entering into competitive consulting or employment relationships while they are working for us.
Insurance
We currently insure our directors and officers through a D&O insurance policy with Lloyds of London and an excess liability coverage insurance policy with Xl Specialty Insurance Co. We currently do not insure against mine exploration and development risks.
Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business.
A group of concerned shareholders, including Nova, our largest shareholder, at the time holding approximately 37% of our issued and outstanding common shares, filed a Notice of Motion (the “Motion”) in the Court of King’s Bench (Manitoba) (the “Manitoba Court”) seeking to prevent the Company from effecting the follow-on offering contemplated by the registration statement on F-1 (File No. 333-267600), initially filed with the SEC on September 19, 2022, as thereafter amended. Nova claimed that the offering was oppressive and was made for the improper purpose of diluting Nova’s shareholdings and entrenching the current management of the Company. 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, the record date for the determination of the shareholders entitled to vote at the Company’s annual shareholder meeting set for December 15, 2022. The order also had the effect of forcing the Registrant to withdraw its public offering of common shares pursuant to the Registration Statement filed publicly on September 26, 2022. Accordingly, we withdrew the F-1 (File No. 333-267600) on October 3, 2022.
Government Regulation
Our business is subject a variety of laws and regulations applicable to companies conducting business in the mining industry. In Canada, mining law is divided between the federal and provincial governments. Ownership of lands and minerals generally belongs to the province in which they are located. Within the Province of Manitoba, mining activity is regulated by the Department of Agriculture and Resource Development and is governed primarily by provisions of The Mines and Minerals Act (Manitoba) together with its accompanying regulations and guidelines. The provinces have jurisdiction over mineral exploration, development, conservation and management. The federal government shares jurisdiction with the provinces on some related matters (taxation and the environment) and has exclusive jurisdiction over areas such as exports and foreign investment controls. Federal and provincial legislation affecting
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mining activities tends to fall into two main categories: (a) private matters of title and taxation; and (b) economic, social and environmental policies.
4.C. Organizational structure
The chart below presents our corporate structure:
Thompson Bros (Lithium) Pty Ltd. has been deregistered in Australia and Manitoba.
4.D. Plants, Property and Equipment
Our corporate address is 360 Main St 30th Floor, Winnipeg, MB R3C 0V1 Canada.. Currently, we do not maintain any office or operational facilities other than an off-site storage facility for our core samples, which we lease at a nominal fee. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans. For a description of the real property owned by us, please see ”Location and Description of Snow Lake Lithium™ Property” herein.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, including those set forth under Item 3 “Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. See also “Introductory Notes—Forward-looking Information.”
5.A. Operating Results
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Snow Lake Resources Ltd., d/b/a Snow Lake Lithium Ltd. (“Snow Lake”, “we” or the “Company”) summarizes the significant factors affecting the Company’s operating results, financial condition, liquidity and cash flows as of and for the years ended June 30, 2023, 2022 and 2021. This MD&A should be read in conjunction with the Company’s consolidated financial statements and the related notes thereto for the years ended June 30, 2023 (the “2023 Financials”). Amounts are expressed in Canadian dollars unless otherwise stated. This MD&A contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information
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currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors. See also “Introductory Notes – Forward-Looking Information.”
The 2023 Financials and the financial information contained in this MD&A are prepared pursuant to International Financial Reporting Standards (“IFRS”) and in accordance with the standards of the United States Public Company Accounting Oversight Board. As permitted by the rules of the U.S. Securities and Exchange Commission for foreign private issuers, we do not reconcile our financial statements to United States generally accepted accounting principles.
This MD&A reports the Company’s activities through June 30, 2023, unless otherwise indicated. All figures are expressed in Canadian dollars, unless otherwise noted.
During the year ended June 30, 2023 (“Fiscal 2023”), the Company remained at the exploration stage, had not placed any of its mineral properties into production, and has not generated any revenues. It intends to proceed with the development of the Snow Lake Lithium™ property through economic studies such as a pre-feasibility study (PFS) and provided the results are positive, through to mine development. The Company intends, in the longer term, to derive substantial revenues from becoming a strategic supplier of lithium concentrate to the growing electric vehicle and battery storage markets. The Company is not expected to start generating revenues until 2025, at the earliest. Our planned exploration and development of mineral resources, primarily lithium, will require significant investment prior to commercial introduction and may never be successfully developed or commercially successful.
Corporate Developments
On September 22, 2022, the Company signed a non-binding memorandum of understanding (“MOU”) with LG Energy Solution (“LGES”). The non-binding MOU with LGES represents a next step towards building the domestic supply chain for the North American EV market. LGES, a split-off from LG Chem, is a leading global manufacturer of lithium-ion batteries for EVs, mobility, IT, and energy storage systems. With 30 years of experience in revolutionary battery technology and extensive research and development, LGES is the top battery-related patent holder in the world with over 24,000 patents. Its robust global network, which spans North America, Europe, Asia, and Australia, includes battery manufacturing facilities established through joint ventures with major automakers such as General Motors, Stellantis N.V. and Hyundai Motor Group. Together with LGES, the Company will collaborate to explore the opportunity to create one of Canada’s first lithium hydroxide processing plants in CentrePort, Manitoba. Under the terms of the MOU, Snow Lake will supply LGES with lithium over a 10-year period once production starts in 2025. The MOU and contemplated partnership will be subject to a number of conditions, including the completion of due diligence from both parties. A scoping study, in partnership with Primero, has been completed to identify the technologies, innovations and skills required to deliver a world-class lithium hydroxide plant within the Province of Manitoba.
On January 6, 2023, the Company announced that it has acquired additional land claims in the historic mining district of Snow Lake, Manitoba. The Company staked a total of nine claims covering an area of 1,728 hectares near Dion Creek, Lost Frog Lake, and the Grass River East. These claims are located in areas known for their pegmatite occurrences as mapped by the Ministry of Northern Development and Mines. With the acquisition of additional land claims in and around Snow Lake Lithium’s current resource block, the Company’s total land position now stands at 24,515 hectares (60,577-acres), an increase of approximately 8% as compared to the prior land position.
On January 16, 2023, the Company announced the resignation of Philip Gross, Hadassah Slater and Allan Engel, as directors of Snow Lake, effective immediately prior to the commencement of the Company’s annual general and special meeting held at 9:00 a.m. (Central Time) on January 17, 2023 (the “Meeting”).
On January 17, 2023, the Company announced the results of the Meeting, during which Peretz Shapiro, Nachum Labkowski, Brian Imrie, Shlomo Kievman and Kathleen Skerrett were elected to the board of directors (the “Board”) of Snow Lake, in addition to Dale Schultz. Following the Meeting, the Company also announced the resignation of Philip Gross and Derek Knight, as Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”)/Secretary of Snow Lake, respectively. As a result of the changes, Mr. Labkowski was appointed Chairman of the Board. Mr. Shapiro was also appointed as Interim COO, as the Board appointed a special committee to retain an advisor to search for a permanent CEO.
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On January 29, 2023, the Company announced that it was moving forward on a PEA which will focus on outlining a pathway to accelerating revenues from the Company’s flagship projects; the Thomson Brothers and Grass River lithium projects. The PEA will consider the feasibility of a DSO operation, which will enable the company to fund a significant portion of future development out of cash flow. Additionally, the Company announced its intentions to release an updated mineral resource estimate for the Thomson Brothers Project, a Maiden Resource Estimate for the Grass River Project, as well as the results from a metallurgical study from the Grass River Project in Q2 of 2023.
On March 16, 2023, the Company announced the results of a metallurgical testwork program conducted for its Grass River lithium project. SGS Canada were engaged to conduct the study on behalf of the Company, with a metallurgical target of producing a spodumene concentrate grading >6% Li20 and <1.0% Fe2O3 while maximising recovery. The Company announced that these targets have been achieved with the developed flowsheet showing an 83.5% lithium recovery. For a summary of the merallurgical testwork program results, please refer to the press release dated March 16, 2023, which can be found on EDGAR under the Company’s profile.
On June 30, 2023, the Company provided an update and analysis on the recently completed Grass River lithium project resource drilling campaign. For a summary of the update, please refer to the press release dated June 30, 2023, which can be found on EDGAR under the Company’s profile.
On July 17, 2023, the Company announced the appointment of Frank Wheatley as CEO with immediate effect. Mr. Wheatley brings more than 30 years of mining and resource industry experience. He also has extensive domestic and international experience with development and operating gold, copper and lithium companies, including project development, project financing, environmental permitting in accordance with all international best practice and ESG standards, as well as mergers and acquisitions.
On September 21, 2023, the Company closed its best-efforts flow-through financing through the issuance of 2,133,979 common shares at a price of $3.6117 (USD $2.67) per common share, for gross proceeds of $7,707,292 (USD $5,697,710) (the “Offering”). The proceeds of the Offering will be used exclusively to further the Company’s lithium exploration and development programs in Manitoba. The shares were offered for purchase and sale to purchasers in the province of Manitoba on a private placement basis under Canadian law. The Offering was registered under applicable U.S. securities laws pursuant to a registration statement on Form F-3 filed with, and previously declared
effective by, the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended.
On October 5, 2023, the Company announced the final set of results from the 2022/2023 winter-spring drill program at its 100% owned Grass River lithium project. For a summary of the update, please refer to the press release dated October 5, 2023, which can be found on EDGAR under the Company’s profile.
Results of Operations
The following table sets forth a summary of the Company’s consolidated results of operations for the periods indicated. The information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.”
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| 2023 | 2022 | 2021 |
| $ | $ | $ |
Expenses |
|
|
|
Professional fees | 6,971,520 | 698,209 | 174,211 |
Directors’ and officers’ consulting fees | 3,840,915 | 687,585 | 200,858 |
Stock-based compensation | 2,544,905 | 8,035,506 | - |
Insurance expense | 924,834 | 681,504 | - |
Consulting fees | 858,517 | 220,890 | 34,399 |
General and administrative expenses | 518,824 | 129,415 | 8,254 |
Travel expenses | 248,746 | 112,074 | - |
Transfer agent and regulatory fees | 141,446 | 236,926 | 22,244 |
Bank fees and interest | 13,577 | 9,343 | 2,084 |
Research expenses | 12,000 | 33,733 | - |
Depreciation on right-of-use assets | 2,640 | - | - |
Interest on loan and debentures | 1,193 | 167,873 | 140,264 |
Amortization of transaction costs | - | 56,512 | 13,284 |
Accretion expense | 654 | - | - |
| (16,079,771) | (11,069,570) | (595,598) |
Results of Operations
The following table sets forth a summary of the Company’s consolidated results of operations for the periods indicated. The information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.
| 2023 | 2022 | 2021 |
| $ | $ | $ |
Other Income |
|
|
|
(Loss) gain on change in fair value of derivative liabilities | (246,460) | 1,103,839 | 32,676 |
Loss on shares-for-debt settlement | (157,502) | - | - |
Grant income | 109,750 | 109,745 | - |
Recovery of accounts payable | - | - | 10,740 |
Foreign exchange gain (loss) | 996,382 | 409,532 | (254) |
| 702,170 | 1,623,116 | 43,162 |
Net Loss and Comprehensive Loss | (15,377,601) | (9,446,454) | (552,436) |
During Fiscal 2023, the Company incurred total operating expenses of $16,079,771, as compared to total operating expenses of $11,069,570 in 2022 and $595,598 in 2021. The substantial increase in operating expenses in Fiscal 2023 is primarily due to increases in professional fees and directors’ and officers’ consulting fees, of which key components of Snow Lake’s results of operations during the years ended June 30, 2023, 2022 and 2021 are discussed as follows:
·Professional fees totaled $6,971,520 (2022 – $698,209; 2021 – $174,211), for an increase of $6,273,311 from 2022. Part of the increase is due to expenses incurred in relation to the Company’s status as a public company as it had to rely on the services of outside consultants in areas such as legal counsel, accountants and auditors, which remain critical to the Company’s operations post-listing. The Company also incurred substantial expenses in relation to the proxy requisition among certain shareholders and the old management, which culminated with the restructure which took place upon completion of the Meeting.
·Directors’ and officers’ consulting fees totaled $3,840,915 (2022 – $687,585; 2021 – $200,858), for an increase of $3,153,330 from 2022. The substantial increase is primarily due to certain addendum payments made to the former executives during the period. On November 1, 2022, the Company purported to amend the consulting agreements with the entities controlled by the former CEO and COO, with an addendum which amended the termination clause of their respective agreements. As a result of the addendum, the Company recorded fees of
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$1,672,988 (USD $1,224,040) and $881,842 (USD $648,020), respectively, of which the payout was made to the respective entities controlled by the former CEO and COO.
·Non-cash stock-based compensation totaled $2,544,905 (2022 – $8,035,506; 2021 – $nil), for a decrease of $5,490,601 from 2022. In January 2023, the Company granted restricted share units (“RSUs”) and stock options to certain officers and directors, which were valued at a much lower amount as compared to 2022. The value of stock-based compensation is dependent on the valuation of the grant date fair value of these securities, which is subject to various estimates, based on the application of the Black-Scholes valuation model which requires management to make various assumptions and estimates which are susceptible to uncertainty, including the expected volatility of the share price, expected forfeitures, expected dividend yield, expected term of the warrants or options, and expected risk-free interest rate. Changes in these input assumptions can significantly affect the fair value estimate.
·Insurance expense from directors’ and officers’ (“D&O”) insurance coverage totaled $924,834 (2022 –$681,504; 2021 – $nil), for an increase of $243,330 from 2022. Upon listing, the Company was required to obtain D&O insurance for its officers and directors. The higher insurance expense amount for Fiscal 2023 is also a reflection of the coverage used up for the current year in question. Going forward, management expects to obtain D&O insurance coverage at possibly lower premiums.
·Consulting fees totaled $858,517 (2022 – $220,890; 2021 – $34,399), for an increase of $637,627 from 2022. Consulting fees comprised of third-party work primarily for marketing, investor relations and information technology. These fees are primarily related to promotional activities related to costs associated with the Company building its marketing strategy.
·General and administrative (“G&A”) expenses totaled $518,824 (2022 – $129,415; 2021 – $8,254), for an increase of $389,409 from 2022. The increase in G&A expenses is directly correlated to the increased scope of activities as the Company continued expansion from its drilling program.
·Travel expenses totaled $248,746 (2022 – $112,074; 2021 – $nil), for an increase of $103,672 from 2022. Since travel restrictions from COVID began lifting in 2022, management had resumed travelling for business purposes as COVID restrictions began lifting.
·Transfer agent and regulatory fees totaled $141,446 (2022 – $236,926; 2021 – $139,491), for a decrease of $95,480 from 2022. Similar to D&O insurance, it was essential for the Company to appoint a transfer agent upon listing to assist in recording changes of ownership and maintaining security holder records. Regulatory fees comprised of filing in conjunction of the listing and ensuing filing requirements, are also included in transfer agent and regulatory fees. As there were little financing activities undertaken during the current year, a relative decrease in such expenses was incurred.
·The Company also recorded other income of $702,170 (2022 – $1,623,116; 2021 – $43,162), comprised primarily of a foreign exchange translation gain of $996,382 (2022 – $409,532; 2021 – loss of $254) recorded due to the translation of certain balances into the functional and presentation currency of the Company, and grant income of $109,745 (2022 – $109,745; 2021 – $nil) received from the Manitoba Mineral Development Fund. These increases were partially offset by an increase in loss on change in fair value of derivative liabilities of $1,350,299, to a loss of $246,460 (2022 – gain of $1,103,839; 2021 – gain of $32,676), and a loss on shares-for-debt settlement of $157,502 (2022 and 2021 – $nil) entered during the year.
As a result of the above items, net loss for the year ended June 30, 2023 was $15,377,601 (2022 – $9,446,454; 2021 – $552,436). Net loss per share for Fiscal 2023 was $0.85 per basic and diluted share (2022 – $0.60; 2021 – $0.04 per basic and diluted share).
5.B. Liquidity and Capital Resources
The following table sets forth a summary of the Company’s consolidated cash flows for the periods indicated. The information should be read together with our consolidated financial statements and related notes included elsewhere in the 2023 Financials. Our historical results presented below are not necessarily indicative of cash flows that may be expected for any future period.
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| 2023 | 2022 | 2021 |
| $ | $ | $ |
Operating Activities |
|
|
|
Net loss for the year | (15,377,601) | (9,446,454) | (552,436) |
Adjustments for non-cash items | 4,341,325 | 7,122,585 | 110,132 |
Net change in non-cash working capital items | 737,485 | (775,103) | 78,828 |
Cash Flows (used in) Operating Activities | (10,298,791) | (3,098,972) | (363,476) |
|
|
|
|
Financing Activities |
|
|
|
Proceeds from issuance of convertible debentures | - | - | 805,000 |
Proceeds from issuance of shares on IPO | - | 34,988,520 | - |
Share issuance costs | - | (2,995,448) | - |
Proceeds received from loan | - | 873,253 | - |
Repayment on loan | (201,532) | (679,617) | - |
Proceeds from exercise of warrants | 31,578 | 365,114 | 4,883 |
Payments made on lease deposit | (18,367) | - | - |
Lease payments | (2,986) | - | - |
Cash Flows provided by (used in) Financing Activities | (191,307) | 32,551,822 | 809,883 |
|
|
|
|
Investing Activities |
|
|
|
Payments for exploration and evaluation assets | (9,461,430) | (5,979,286) | (270,652) |
Cash Flows (used by) Investing Activities | (9,461,430) | (5,979,286) | (270,652) |
|
|
|
|
(Decrease) increase | (19,951,528) | 23,473,564 | 175,755 |
Cash, beginning of year | 23,792,408 | 318,844 | 143,089 |
Cash, end of year | 3,840,880 | 23,792,408 | 318,844 |
During Fiscal 2023, net cash used in the Company’s operating activities was $10,298,791 (2022 – $3,098,972; 2021 – $363,476). The substantial increase for Fiscal 2023 in operating spending is a direct reflection of the increased scope of activities as the Company continued to evolve as a public company and expand its drilling program, and it also included the purported addendum payments of $1,672,988 (USD $1,224,040) and $881,842 (USD $648,020), which had been made to the respective entities controlled by the former CEO and COO as noted in the “Results of Operations” section. With a healthy cash position on hand, the Company made several advances to secure the services of certain vendors for the next 12 months, in order to assist its growth strategy.
During Fiscal 2023, net cash used in financing activities was $191,307 (2022 – net cash provided of $32,551,822; 2021 – net cash provided of $809,883). In the current year, the Company did not participate in much financing activities other than having repaid a loan for $201,532, and a deposit and payments made on leases. In November 2021, the Company closed the IPO for gross proceeds raised of almost $35 million, with issuance cost of $2,995,448 paid on closing. The Company also received a loan of $873,253 to finance its D&O insurance, of which $679,617 had been repaid up to June 30, 2022, as well as total proceeds of $365,114 on exercises of warrants. In 2021, the Company raised funds of $805,000 through the issuance of certain convertible debentures, and it also received proceeds of $4,883 through exercises of warrants.
During Fiscal 2023, the Company also incurred investing cash outflows of $9,461,430 (2022 – $5,979,286; 2021 – $270,652) through payments made for the Company’s exploration and evaluation (“E&E”) assets on the Snow Lake Lithium™ Project. The substantial increase in the use of cash for investing activities is directly tied to the increased exploration activities as drilling programs commenced in Snow Lake, Manitoba.
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As the Company has yet to generate any revenues to date, it currently has no regular cash flows from operations, and the level of operations is principally a function of availability of capital resources. The primary source of funding has historically been through private placement financing of equity securities and convertible debentures. Subsequent to year-end, the Company was able to raise about $7.7 million through the Offering. Going forward, the Company will likely have to continue to rely on equity or debt financing in order to maintain its working capital and expenditures requirements. There is no guarantee that the Company will be able to successfully complete such financing, as market conditions and business performance may dictate availability and interest.
As at June 30, 2023, the Company had current assets of $4,916,236 (2022 – $25,029,009; 2021 –$397,461), including cash of $3,840,880 (June 30, 2022 – $23,792,408; June 30, 2021 – $318,844) to settle current liabilities of $3,062,917 (June 30, 2022 – $1,780,877; June 30, 2021 – $1,374,819), for a working capital of $1,853,319 (June 30, 2022 –$23,248,132; June 30, 2021 – working capital deficiency of $977,358).
Management is actively monitoring cash forecasts and managing performance against its forecasts. Subsequent to June 30, 2023, the Company was able to raise additional funds from the Offering conducted in September 2023. Nevertheless, management will remain cautious in its capital management approach, and continue to look for new sources of financing in the next 12 months, to fund its working capital to advance the Company’s operations.
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue and expenses. These are described in greater detail in Note 2(e) to the 2023 Financials.
Summary of Significant Accounting Policies
The significant accounting policies used by the Company are described in greater detail in Note 3 to the 2023 Financials.
Off Balance Sheet Arrangements
As at June 30, 2023 and the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company.
Contingencies
The Company’s E&E activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. As at June 30, 2023, the Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make future expenditures to comply with such laws and regulations.
As of June 30, 2023, Snow Lake has also made a claim against certain former directors of the Company and their holding companies for, among other things, breach of fiduciary duty as a result of, amongst other matters, of those directors approving changes to the consulting agreements between the former CEO and COO and their holding companies, for termination payments of USD $1,392,000 (to USD $1,872,000) during a time where it was clear that a change of control of the Company was imminent and increased the range of instances where they would be eligible for those payments. The Company takes the position that the amendments are void and that the former CEO and COO were not entitled to any payments under their consulting agreements. Snow Lake seeks to recover the payments made to the former CEO and COO.
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As of the date of approval of these consolidated financial statements, all defendants have now filed Statements of Defence. All defendants have made counterclaims seeking indemnification for legal fees incurred in responding to this claim in relation to directors’ indemnity agreements they have with the Company. The Company takes the position that the defendants are not eligible for indemnity payments as a result of their breaches of fiduciary duties. The next step will be for the Company to file its Replies and Defences to Counterclaims, and then proceed to discovery. As at June 30, 2023, as the outcome of the claims remains uncertain, the Company had not recognized any contingent assets on the consolidated statements of financial position.
Subsequent Events
On July 13, 2023, the Company filed an application against its former Manitoba law firm seeking to assess for reasonableness certain invoices of the law firm rendered between May 2022 and January 2023, as well as the repayment of any fees paid to the law firm which the Court finds to be unreasonable. This application is at the early stages.
On July 17, 2023, the Company granted 250,000 options and 200,000 RSUs to its new CEO. 25% of the options will vest six months from the grant date, 25% will vest 12 months from the grant date, with the remainder to vest 18 months from the grant date. The RSUs, on the other hand, will vest at various stages depending on the Company’s volume weighted average price exceeding certain thresholds.
On July 29, 2023, a former director resigned from the Company, resulting in 50,000 options and 10,000 RSUs being cancelled.
On September 21, 2023, the Company closed the Offering through the issuance of 2,133,979 common shares at a price of $3.6117 (USD $2.67) per common share, for gross proceeds of $7,707,292 (USD $5,697,710). In connection with the Offering, the Company issued 86,000 warrants at USD $2.67 per share with an expiry of five years and paid fees and expenses to various agents in the amount of $215,376.
On September 21, 2023, the Company also issued 21,276 common shares to a third-party pursuant to a letter agreement between the parties.
As of August 9, 2023 160,000 RSUs out of the 470,000 RSUs awarded on January 30, 2023 had met the milestones required to vest, on September 26, 2023, the Company paid $546,476 (USD$400,000) to redeem 160,000 of the vested RSUs at USD $2.50 each.
On October 20, 2023, the Company issued 40,000 common shares to a third-party pursuant to a marketing services agreement (the “Marketing Agreement”) between the parties for a term of six months from October 2, 2023 to April 2, 2024. Upon execution of the agreement, the Company also paid a cash payment of USD $62,500 upon execution, The Company also issued 300,000 Warrants to the third-party pursuant to the Marketing Agreement, whereby each Warrant is exercisable for a period of 12 months at an exercise price of: (i) USD $2 for 100,000 Warrants; (ii) USD $2.50 for 100,000 Warrants; and (iii) USD $3 for 100,000 Warrants.
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Trend Information
5.C. Research and Development, Patents and Licenses, Etc.
The Company has no significant research and development plans at present, other than certain work through a collaboration with the University of Manitoba to strengthen the understanding of the lithium deposits in Snow Lake, Manitoba, which are recorded as research expenses in the years ended June 30, 2023, 2022 and 2021.
5.D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.
5.E. Critical Accounting Estimates
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue, and expenses. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. These estimates are reviewed periodically, and adjustments are made as appropriate in the period they become known. Items for which actual results may differ materially from these estimates are described as follows:
Going concern
At each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern by reviewing the Company’s performance, resources, and future obligations. The conclusion that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budgets, expected profitability, investment and financing activities and management’s strategic planning. The assumptions used in management’s going concern assessment are derived from actual operating results along with industry and market trends. Management believes there is sufficient capital to meet the Company’s business obligations for at least the next 12 months, after taking into account expected cash flows and the Company's cash position at year-end.
Fair value of financial assets and financial liabilities
Fair value of financial assets and financial liabilities on the consolidated statements of financial position that cannot be derived from active markets, are determined using a variety of techniques including the use of valuation models. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Judgments include, but are not limited to, consideration of model inputs such as volatility, estimated life and discount rates.
Economic recoverability of future economic benefits of exploration and evaluation assets
Management has determined that E&E assets and related costs incurred, which have been recognized on the consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.
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Technical feasibility and commercial viability
Management exercises judgment, in accordance with IFRS 6 – Exploration for and Evaluation of Mineral Resources, to determine an accounting policy specifying which expenditures, if any, are capitalized as E&E assets, and to apply the policy consistently. E&E expenditures not capitalized as E&E assets are expensed as incurred. Once the technical feasibility and commercial viability of extracting a mineral resource are demonstrable, an entity stops recording E&E expenditures for that mineral project, tests capitalized E&E assets (if any) for impairment and reclassifies those E&E assets to other applicable development-stage accounts. An assessment of technical feasibility and commercial viability is conducted on a project-by-project basis with regard to all relevant facts and circumstances. The nature and status of the mineral project is determined on the merits of the mineral project itself.
Provisions
Provisions recognized in the consolidated financial statements involve judgments on the occurrence of future events, which could result in a material outlay for the Company. In determining whether an outlay will be material, the Company considers the expected future cash flows based on facts, historical experience and probabilities associated with such future events. Uncertainties exist with respect to estimates made by management and as a result, the actual expenditure may differ from amounts currently reported.
Income taxes
Income taxes and tax exposures recognized in the consolidated financial statements reflect management’s best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.
In addition, when the Company incurs losses that cannot be associated with current or past profits, it assesses the probability of taxable profits being available in the future based on its budgeted forecasts. These forecasts are adjusted to take account of certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate the sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.
In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.
Options, restricted share units and warrants
Options, restricted share units (“RSUs”) and warrants, including finders’ warrants, are initially recognized at fair value using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgments are used in applying the valuation techniques. These assumptions and judgments include the expected volatility of the share price, expected forfeitures, expected dividend yield, expected term of the warrants or options, and expected risk-free interest rate. Such assumptions and judgments are inherently uncertain. Changes in these assumptions can affect the fair value estimates of stock-based compensation.
Expected credit losses on financial assets
Determining an allowance for expected credit losses for amounts receivable and all debt financial assets not held at fair value through profit or loss requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management’s judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest.
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Functional currency
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which they operate. Determination of functional currency involves significant judgments and other entities may make different judgments based on similar facts. Periodically, the Company reconsiders the functional currency of its business if there is a change in the underlying transactions, events or conditions which determine its primary economic environment.
Shares issued for non-cash consideration
The Company is required to recognize these transactions at fair value which requires judgment in selecting valuation techniques and other factors.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
The following table sets forth certain information regarding our directors and executive officers.
NAME |
| AGE |
| POSITION |
Frank Wheatley |
| 65 |
| Chief Executive Officer |
Peretz Schapiro |
| 43 |
| Interim Chief Operating Officer and Director |
Keith Li |
| 43 |
| Chief Financial Officer |
Brian Youngs |
| 71 |
| Vice President, Exploration |
Nachum Labkowski |
| 37 |
| Director and Chairman of the Board |
Kathleen Skerrett |
| 53 |
| Independent Director |
Brian Imrie |
| 61 |
| Independent Director |
Shlomo Kievman |
| 38 |
| Independent Director |
On July 14, 2023, our Board of Directors appointed Mr. Frank Wheatley, 65, as our Chief Executive Officer (“CEO”), effective July 17, 2023. Effective August 2, 2023, Dale Schultz resigned as VP of Resource Development.
Frank Wheatley. Prior to joining us, Mr. Wheatley has, for the past 35 years, been a senior executive and independent director of a number of Canadian public mining companies operating globally in precious, base and industrial metals. Mr. Wheatley was an independent director Teranga Gold Corporation from 2010 to 2021, when it was acquired by Endeavour Mining, and was appointed an independent director of Endeavour Mining upon the closing of the acquisition. He was the Executive Director of Talison Lithium Limited from 2010 to 2013, until its acquisition by Tianqui Lithium. Mr. Wheatley served as the CEO of Yellowhead Mining Inc. from 2013 to 2018 and as the CEO of and Karnalyte Resources Inc. from 2018 to 2019. From 2019 until present, Mr. Wheatley has been CEO of Wheatley Advisors Inc., providing bespoke advice on ESG matters to Canadian public mining companies in the battery metals space. Mr. Wheatley has extensive domestic and international experience with development and operating gold, copper, lithium and potash companies, including mergers and acquisitions, project financing, project development, and environmental permitting in accordance with all international best practice, environmental and corporate social responsibility standards. Mr. Wheatley has a BComm (Finance) and an LLB from the University of British Columbia. Mr. Wheatley has also been a member of the Law Society of British Columbia since 1985.
No family relationship exists between Mr. Wheatley and any of our other directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which Mr. Wheatley was selected as CEO.
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Peretz Schapiro. Mr. Schapiro has served as our interim Chief Operating Officer and as a director since January 17, 2023 . Mr. Schapiro holds a Masters degree in Applied Finance and has been a global investor for more than a decade, with a particular focus in the resources sector. He understands the fundamental parameters, strategic drivers, market requirements and what it takes for a high growth business. Mr Schapiro has a diverse professional background, with deep experience in resource exploration, corporate finance, management consulting, marketing and fundraising. Mr Schapiro is also the founding Chairman of Loyal Lithium Ltd (ASX:LLI) Founding Chairman of Summit Minerals (ASX:SUM), and has previously held directorships Asra Minerals Limited (ASX:ASR) and Okapi Resources (ASX:OKR).
Keith Li. Mr. Li has served as our Chief Financial Officer since June 30, 2022. Mr. Li has over 15 years of experience in accounting, audit and executive level financial management. Prior to joining Snow Lake, Mr. Li has been serving as the Chief Financial Officer at Branson Corporate Services Ltd., providing outsourced fractional CFO functions and executive level financial services to public companies, including preparation of IFRS-compliant financial statements and MD&A since November 2017. Prior to joining our company, Mr. Li was a senior auditor with McGovern Hurley LLP from September 2011 to August 2016. From August 2016 to November 2017, he held the role of External Reporting Manager for Sears Canada Inc., and was responsible in overseeing the financial reporting functions of the company. Since joining Branson, Mr. Li had assumed the roles of Chief Financial Officer for many of Branson’s publicly-listed clients, including Pharmadrug Inc. from December 2017 to October 2023, Quinsam Capital Corporation from March 2018 to present, Psyched Wellness Ltd. since January 2020 to present, Jubilee Gold Exploration Ltd. since January 2020 to present, Universal PropTech Inc. from June 2020 to August 2023, Corcel Exploration Inc. since March 2021 to present, US Critical Metals Corp. since August 2021 to present, and Hercules Silver Corp. since November 2022 to present. Mr. Li is responsible in overseeing the financial reporting and accounting functions of these companies. Mr. Li is a Chartered Professional Accountant and holds a Bachelor of Commerce in Finance from McGill University.
Brian Youngs. Mr. Youngs joined our company in January 2018 and has served as our Vice President of Exploration since November 2018. Mr. Youngs has more than 25 years of experience in mining exploration. In a number of private and publicly traded junior mining companies, including Randsburg International Gold Corp. from May 2003 to June 2005, Wabana Exploration Inc. from 1999 to 2001 and Meegwich Consultants from 1996 to 2003. He has worked throughout Canada and internationally, as senior airborne geophysics technician with Geotech Ltd. Inc., from June 2008 to December 2017. Mr. Youngs graduated from Northern College – Haileybury School of Mines, Mining Engineering Technician program and is a member of the Ontario Association of Certified Engineering Technicians and Technologists. He has also received a GIS Specialist Diploma from Sault College and a Computer Graphics Design Diploma from Sheridan College.
Nachum Labkowski. Mr. Labkowski has served as a member of our board of directors since November 2018. He is currently the Chief Executive Officer and principal investor in Halevi Enterprises, a private equity firm which Mr. Labkowski founded in 2010 that holds equity in more than 30 private companies and invests in real estate worldwide. Mr. Labkowski’s unique approach to investing has provided significant returns from those companies he has invested in to date.
Brian Imrie. Mr. Imrie is a retired investment banker with over 30 years of experience, primarily with global firms, providing advice and raising capital for companies in multiple industries. He was with Morgan Stanley in New York and Toronto from 1983-1997, Credit Suisse First Boston from 1997-2001, ran Mergers & Acquisitions for National Bank Financial from 2001-2008 and built and ran a global M&A business for KPMG Corporate Finance from 2009-2012. He was previously the Chairman/owner of Debro Inc., a chemical distribution company and serves on several other public and private boards. He received his MBA from Harvard University in 1987 and his BA in Economics from the University of Toronto in 1983.
Shlomo Kievman. Mr. Kievman is an experienced director bringing his extensive experience as a leader in the procurement of ideas and concepts which exemplify American innovation. Mr. Kievman, who has managed and founded several ventures and businesses over the past two decades, has an in-depth understanding and operational capacity for planning and analysis, business plan development, forecasting, financial analysis, and capital commitment planning, as well as competitive analysis and bench marking, providing the tools required to succeed. His work in public and private sectors in the USA and abroad has included business development, financial modeling, action planning, and conceptual design. Mr. Kievman graduated university with honors with a BA in Liberal Arts. He is the
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principal of Crown Equities, an investment firm transforming the global resources sector, leading several global organizations.
Kathleen Skerrett. Ms. Skerrett is the Chair of the Securities Group at Gardiner Roberts LLP, specializing in advising clients on forming, financing, maintaining and reorganizing public companies. Ms. Skerrett was called to the Bar in Ontario in 1996 after earning a Bachelor of Laws from the University in Toronto in 1994. She also earned a Bachelor of Commerce degree from Trinity College, University of Toronto in 1991 and has completed the Canadian Securities Course. Ms. Skerrett advises clients on all aspects of compliance with corporate and securities laws, including structuring of financing transactions, mergers and acquisition, corporate governance and continuous disclosure reporting. Ms. Skerrett has a broad breadth of industry experience including advising clients in the manufacturing, technology, financial and health and wellness sectors. In particular, she has developed a strong practice in the resource sector with expertise in both structuring mining related contracts and advising on additional public company compliance matters for this sector. Ms. Skerrett also provides advice on a variety of corporate matters to private entities. Ms. Skerrett has acted as a director and/or officer of a number of public companies listed on all of the Canadian stock exchanges and is currently on the board of directors of the Canada’s National Ballet School Foundation.
No family relationship exists between any of our directors and executive officers, except that Nachum Labkowski is Peretz Schapiro’s brother-in-law. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.
6.B. Compensation of Board Members and Executives
The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended June 30, 2023. The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period. We are not required to provide the compensation, on an individual basis, of our executive officers and directors under Canadian law.
All amounts reported in the table below reflect the cost to the Company, in thousands of Canadian dollars, for the year ended June 30, 2023.
Name: |
| Salary or Fees |
|
| Option |
|
| Common |
|
| Cash Bonus |
| Total |
|
| Outstanding |
| |||||
All directors and senior management as a group, consisting of 8 persons |
|
| 3,921,502 |
|
|
| 1,515,266 |
|
|
| 821,906 |
|
| 334,738 |
|
| 6,603,412 |
|
|
| 1,462,407 |
|
For the fiscal year ended June 30, 2023, we paid aggregate cash compensation of C$3,921,502 (approximately US$2,961,860 based on the average exchange rate of 1.3240), to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. For information regarding share awards granted to our directors and executive officers, see “—Stock Option Plan.”
We plan to pay aggregate cash compensation of US$346,6540 and US$371,886 per fiscal year, respectively, to our directors and executive officers as a group.
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Stock Option Plan
On May 1, 2019, we established the Snow Lake Resources Ltd. Stock Option Plan, which, as amended and restated on October 26, 2021, is referred to herein as the “Plan”). The purpose of the Plan is to grant stock options, or Options, to encourage eligible persons to remain with our Company and to attract new directors, officers, employees and consultants. The aggregate number of common shares that may be reserved for issuance pursuant to Options under the Plan shall not exceed 2,406,732 common shares. On September 7, 2022, the Plan was purported to be further amended and restated (the “Purported 2022 Plan”) to add cashless exercise of the Options under the Plan. On May 17, 2023, the Board determined that the September 7, 2022 meeting was neither properly called nor held and accordingly the Purported 2022 Plan, including the cashless exercise feature, was never adopted and the Plan remained the stock option plan in effect prior to the September 7, 2022 meeting. In addition, on May 17, 2023, the Board determined that in the event that it is determined by a court of competent jurisdiction in a final, non-appealable judgement that the Purported 2022 Plan were validly approved, the Board approved the removal of the cashless exercise feature from the Purported 2022 Plan and revert back to the Plan.
Options give the option holder the right to acquire from us a designated number of common shares at a purchase price that is fixed upon the grant of the option. The exercise price shall not be lower than the greater of the closing market prices of the underlying securities on: (a) the trading day prior to the date of grant of the Options; and (b) the date of grant of the Options.
The following summary briefly describes the principal features of the Plan and is qualified in its entirety by reference to the full text of the Plan.
Purposes of Plan: The purpose of the Plan is to advance the interests of our Company, through the grant of Options, by providing an incentive mechanism to foster the interest of Eligible Persons in the success of our Company and our Affiliates; encouraging Eligible Persons to remain with our Company; and attracting new directors, officers, employees and consultants.
Administration of the Plan: The Plan is currently administered by the Board of Directors, or the Board. The Board shall have the authority to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed upon the acquisition, sale or other disposition of common shares acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Participant’s rights in respect of an Option or common shares acquired upon exercise of an Option may be forfeited; and to interpret the terms of the Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of the Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan. The Board’s interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon our Company, Eligible Persons, Participants and all other persons.
Eligible Persons: Eligible Persons include Directors, Officers, Employees or Consultants. An Eligible Person may receive Options on more than one occasion and may receive separate Options, with differing terms, on any one or more occasions.
Shares Available Under the Plan: The aggregate number of common shares that may be reserved for issuance pursuant to Options under the Plan shall not exceed 10% of the outstanding common shares at the time of the granting of Options, less the aggregate number of common shares then reserved for issuance pursuant to any other share compensation arrangement.
As of the date of this Annual Report, 694,325 of our common shares are reserved for future issuance under the Plan, 952,407 of our common shares are currently potentially issuable upon the exercise of outstanding options at an exercise price of US$7.50 per share, 160,000 of our common shares are potentially issuable upon the exercise of outstanding options currently issued and outstanding at an exercise price of C$2.50 (approximately US$2.02) per share, 350,000 of our common shares are currently potentially issuable upon the exercise of outstanding options issued and outstanding at an exercise price of US$2.50 per share and 250,000 of our common shares are currently potentially issuable upon the exercise of outstanding options issued and outstanding at an exercise price of US$2.25 per share.
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Stock Options:
General. Subject to the provisions of the Plan, the Board has the authority to determine all grants of stock options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine. No fractional common shares shall be reserved for issuance under the Plan and the Board may determine the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated.
Option Price. Our Company must not grant Options with an exercise price lower than the greater of the closing market prices of the underlying securities on: (a) the trading day prior to the date of grant of the Options; and (b) the date of grant of the Options.
Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of Common Stock to the holder of the option based upon the fair market value of the shares on the date of exercise.
Expiration of Options. if not previously exercised, an Option will expire on the expiration date established by the administrator at the time of grant. In the case of stock options, such term cannot exceed ten years.
Blackout Period. The expiration date of an Option shall automatically extend if such expiration date falls within a period, or the blackout period, during which our company prohibits Optionees from exercising their Options to the extent that: (i) the blackout period is formally imposed by our company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information. For greater certainty, in the absence of our company formally imposing a blackout period, the expiration date of any Options will not be automatically extended in any circumstances; (ii) the blackout period must expire upon the general disclosure of the undisclosed material information. The expiration date of the affected Options can be extended to no later than ten business days after the expiry of the blackout period; and (iii) the automatic extension of an Optionee’s Options will not be permitted where the Optionee or our company is subject to a cease trade order (or similar order under securities laws) in respect of our common shares.
Vesting Schedule. Options shall vest as determined by the Board. Options that may be granted to Eligible Persons performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such Options vesting in any three month period.
No Rights as a Shareholder. Nothing in the Plan or any Option shall confer upon a Participant any rights as a shareholder of our company with respect to any of the common shares underlying an Option unless and until such Participant shall have become the holder of such common shares upon exercise of such Option in accordance with the terms of the Plan.
Amendment, Suspension and Termination. The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate the Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of the Participant holding such outstanding Options. If the Plan is suspended or terminated, the provisions of the Plan and any administrative guidelines, rules and regulations relating to the Plan shall continue in effect for the duration of such time as any Option remains outstanding.
Non-Assignability. Options may not be assigned or transferred.
Governing Law. The Plan, all Option Agreements, the grant and exercise of Options thereunder, and the sale, issuance and delivery of common shares thereunder upon exercise of Options are governed by the laws of the Province of Manitoba and the federal laws of Canada. The Courts of the Province of Manitoba shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising under the Plan.
74
Other Material Provisions: Every Option shall be evidenced by an Option Agreement executed by us and the Participant, which shall, if the participant is an employee, consultant or management company employee, contain a representation and warranty by us and such Participant. In the event of changes in our outstanding common shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the common shares, the Board shall make, as it shall deem advisable and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in: (i) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to the Plan; (ii) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and (iii) the vesting of any Options.
6.C. Board Practices
Nasdaq’s listing rules generally require that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors currently consists of five directors, Peretz Schapiro, Nachum Labkowski, Brian Imrie, Shlomo Kievman and Kathleen Skerrett, three of whom, Mr. Imrie, Mr. Kievman and Ms. Skerrett are independent within the meaning of Nasdaq’s rules.
A director is not required to hold any shares in our company to qualify to serve as a director. Our board of directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities, subject to applicable stock exchange limitations, if any, whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third-party.
Board Committees
We have a standing audit committee, a compensation committee and a nominating and corporate governance committee of our board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee
Our audit committee consists of Brian Imrie, Shlomo Kievman and Kathleen Skerrett, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605(c)(2) of the Nasdaq Marketplace Rules. Brian Imrie serves as chairman of the audit committee. Our board has determined that each of Brian Imrie, Shlomo Kievman and Kathleen Skerrett qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
The audit committee is responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing hedging transactions; and (viii) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.
75
Compensation Committee
Our compensation committee consists of Nachum Labkowski, Peretz Schapiro and Shlomo Kievman. Shlomo Kievman satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605(c)(2) of the Nasdaq Marketplace Rules. Nachum Labkowski serves as chairman of the compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
The compensation committee is responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) making recommendations to the board regarding the compensation of our independent directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and (iv) reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Nachum Labkowski, Peretz Schapiro and Kathleen Skerrett. Kathleen Skerrett serves as chairman of the nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The nominating and corporate governance committee is responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board director nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance; (iv) overseeing compliance with the our code of ethics; and (v) approving any related party transactions.
The nominating and corporate governance committee’s methods for identifying candidates for election to our board of directors will include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives, individuals personally known to the members of our board of directors, and other research. The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.
In making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.
Duties of Directors
Under Canadian law, directors have fiduciary obligations to our company. Under the MCA, directors, when exercising the powers and discharging their duties, must act honestly and in good faith with a view to the best interests of our company and exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances.
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Under Manitoba corporate law, the MCA imposes specific statutory liabilities on directors of corporations in certain situations. In certain circumstances, directors can be held liable, for example, for the authorization of share issues for a consideration other than money at less than fair market value, or for all debts not exceeding six months’ wages payable to each of the employees for services performed for the corporation while they are directors, or for the payment of a dividend if there were reasonable grounds for believing that the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital. Under numerous other provisions in federal and provincial statutes, directors may also face personal liability for, among other things, environmental offences, source deductions from payrolls, and tax remittances. Corporate directors have a number of defenses to legal actions in which it is alleged that they have breached their statutory or fiduciary duties, including:
·dissenting from a resolution passed or action taken at a board meeting, which may relieve the director of any liability for the results of that decision;
·raising a “good faith reliance” defense to an accusation of breach of a fiduciary duty, whereby the director is entitled to rely in good faith on financial statements or reports made by an officer of the corporation, the corporation’s auditor, or by other professionals, such as a lawyer, an accountant, or an engineer; and
·availing themselves of a due diligence defense that permits directors to avoid a number of statutory liabilities, including breach of fiduciary duty, where the directors exercise the same degree of care, diligence and skill as a reasonably prudent person in comparable circumstances.
Conflicts of Interest
There are potential conflicts of interest to which the directors, officers, insiders and promoters of our company will be subject in connection with the operations of our company. Some of the directors, officers, insiders and promoters are engaged in and will continue to be engaged in corporations or businesses which may be in competition with the business of our company. Accordingly, situations may arise where the directors, officers, insiders and promoters will be in direct competition with our company. The directors and officers of our company have a fiduciary obligation to act in the best interests of our company, avoid conflicts of interest and to disclose to all other board members any relevant information about potential conflicts. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to our company may result in a breach of their obligations to the other companies, and in certain circumstances this could expose our company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of our company. Such conflicting legal obligations may expose our company to liability to others and impair our ability to achieve our business objectives. All of the directors or officers of our company have entered into non-competition or non-disclosure agreements with our company. Conflicts, if any, will be subject to the procedures and remedies as provided under the MCA and applicable securities laws, regulations and policies.
Terms of Directors and Officers
Our officers are appointed by and serve at the discretion of our board of directors. Unless the shareholders, by ordinary resolution, elect directors to hold office for a term expiring later than the close of the next annual meeting of shareholders, the term of office of a director upon election or appointment, subject to Section 103 of the MCA, shall cease at the close of the first annual meeting of shareholders following his or her election or appointment, provided that if no directors are elected at such annual meeting, he or she shall continue in office until his or her successor is elected or appointed. The following persons are disqualified by the MCA from being a director of the Company: (i) anyone who is less than 18 years of age; (ii) a person who is not an individual; and (iii) a person who has the status of a bankrupt.
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Employment and Indemnification Agreements
The Company has entered into an employment agreement with Frank Wheatley. The employment agreement can be terminated by the Company without cause upon the payment of between three and twelve months of base salary depending on when such termination occurs.
The Company has entered into consulting agreements with entities owned by Peretz Schapiro and Brian Youngs. They are employed as consultants. Each consulting agreement can be terminated by the Company without cause upon the payment of ninety days’ service fees in lieu of such notice.
Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information. In addition, certain of our executive officers have agreed to be bound by non-solicitation restrictions set forth in their agreements.
Although as independent contractors certain of our executive officers have been involved in other business activities, we expect that as our business operations ramp up such executive officers will devote substantially all of their time to our business operations.
We have entered into a indemnification agreement with all of our directors and officers, pursuant to which we agree to indemnify them against certain liabilities and expenses incurred by them in connection with claims made by reason of their being a director or officer.
Differences between Canadian Laws and Nasdaq Requirements
The Sarbanes-Oxley Act, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, such as us, to comply with various corporate governance practices. In addition, following the listing of the common shares on Nasdaq, we are required to comply with the Nasdaq Stock Market Rules. Under those rules, we may elect to follow certain corporate governance practices permitted under Canadian law in lieu of compliance with corresponding corporate governance requirements otherwise imposed by the Nasdaq Stock Market Rules for U.S. domestic registrants.
In accordance with Canadian law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Stock Market Rules, as a foreign private issuer, we have elected to rely on home country governance requirements and certain exemptions thereunder rather than the Nasdaq Stock Market Rules, with respect to the following requirements:
| ● | Annual Shareholder Meeting - Nasdaq Rule 5620(a) |
|
|
|
|
| The Company is currently following Home Country Practices in lieu of Nasdaq Rule 5620(a), which requires a company to hold an annual meeting of shareholders no later than one year after the end of its fiscal year. |
|
|
|
| ● | Compensation Committee Composition - Nasdaq Rule 5605(d)(2) |
|
|
|
|
| The Company does not intend to follow Nasdaq Rule 5605(d)(2), which requires a compensation committee to compose entirely of independent directors. The Company intends to follow the Home Country Practices instead. |
|
|
|
| ● | Nominating and Corporate Governance Committee Composition – Nasdaq Rule 5605(e)(1) |
|
|
|
|
| The Company does not intend to follow Nasdaq Rule 5605(e)(1), which requires a nominating and corporate governance committee to compose entirely of independent directors. The Companyintends to follow the Home Country Practices instead. |
78
| ● | Executive Sessions - Nasdaq Rule 5605(b)(2) |
|
|
|
|
| The Company’s independent directors may not have regularly scheduled meetings at which only independent directors are present. |
|
|
|
| ● | Shareholder Approval for Issuance of Securities - Nasdaq Rule 5635(d) |
|
|
|
|
| The Company will not seek shareholders’ approval of any issuance of securities in connection with a transaction, other than a public offering, where such transaction involves the issuance of 20% or more of the Company’s total outstanding common shares (or securities exercisable for the Company’s common shares) at a price less than the minimum price as defined in Nasdaq Rule 5635(d)(1)(A). |
|
|
|
| ● | Shareholder Approval for Equity Compensation – Nasdaq Rule 5635(c) |
|
|
|
|
| The Company will not seek shareholders’ approval for the establishment of or any material amendments to equity compensation or purchase plans or other equity compensation arrangements. |
6.D. Employees
We have one employee at this time, our Chief Executive Officer Frank Wheatley.
Currently, all of our other executive officers and advisers work for us as independent contractors under consulting agreements. These agreements and the employment agreement with our Chief Executive Officer, typically include a confidentiality covenant that requires consultants to protect our confidential information during their engagement with us. In addition, these consulting agreements include typical non-compete clauses that prohibit the consultants from entering into competitive employment relationships while they are working for us.
6.E. Share Ownership
The following table sets forth information with respect to beneficial ownership of our share capital as of the date of this report by:
| ● | Each of our directors and named executive officers; |
|
|
|
| ● | All directors and named executive officers as a group; and |
|
|
|
| ● | Each person who is known by us to beneficially own 5% or more of each class of our voting securities. |
|
| Common Shares |
| |||||
Directors and Executive Officers |
| Number of Shares |
|
| Percent of Class (%) |
| ||
Frank Wheatley, Chief Executive Officer (2) |
|
| 200,000 |
|
|
| 0.97 | % |
Peretz Schapiro, Interim Chief Operating Officer and Director(3) |
|
| 0 |
|
|
| 0 | % |
Brian Youngs, Vice President, Exploration(4) |
|
| 72,000 |
|
|
| * | % |
Nachum Labkowski, Director(5) |
|
| 252,882 |
|
|
| 1.23% |
|
Kathleen Skerrett, Director(3) |
|
| 0 |
|
|
| 0% |
|
Brian Imrie, Director(3) |
|
| 0 |
|
|
| 0% |
|
Shlomo Kievman, Director(3) |
|
| 0 |
|
|
| 0% |
|
All executive officers and directors (8 persons) |
|
| 524,882 |
|
|
| 2.49 | % |
Nova Minerals Limited(6) |
|
| 6,600,000 |
|
|
| 32.48 | % |
Derek Knight(7) |
|
| 1,136,313 |
|
|
| 5.51 | % |
79
* | Less than 1% |
(1) | As of the date of this report, a total of 20,319,789 common shares are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner above, any securities that are exercisable or convertible within 60 days have been included in the denominator. |
(2) | Consists of 200,000 restricted stock units (“RSUs”) none of which are currently exercisable within 60 days and options for the purchase of 250,000 common shares, none of which are exercisable within 60 days. The RSUs are exercisable for the corresponding number of common shares and vest as follows: 33,000 RSUs shall vest upon the volume weighted average price (“VWAP”) of the Corporation’s common shares exceeding the greater of each of these thresholds for a period of 20 consecutive trading days: (i) US$3.00; (ii) US$3.50; (iii) US$4.50; and (iv) US$5.50, and 34,000 RSUs shall vest upon the “VWAP of the Corporation’s common shares exceeding the greater of each of these thresholds for a period of 20 consecutive trading days: (i) US$6.50; and (ii) US$7.50. The options have an exercise price of US$2.25 per share and a term of three years. They are subject to vesting over 18 months with 25% of such Options vesting on January 17, 2024, an additional 25% vesting on July 17, 2024 and the remaining 50% vesting on January 17, 2025. None of the options are exercisable within 60 days of the date of this Annual Report. Mr. Wheatley’s address is c/o our company, Snow Lake Resources Ltd., 360 Main St 30th Floor, Winnipeg, Manitoba R3C 4G1 Canada. |
(3) | Currently holds no shares or options |
(4) | Consists of 8,000 restricted common shares, warrants for the purchase of 4,000 common shares exercisable within 60 days and options for the purchase of 60,000 common shares exercisable within 60 days. |
(5) | Consists of options for the purchase of 252,882 common shares exercisable within 60 days. Mr. Labkowski was granted options to purchase 160,000 common shares on May 25, 2019, and options to purchase 97,771 common shares on November 21, 2021. The May 25, 2019 options have a weighted average exercise price of C$2.50 per share and a term of five years. The options issued on November 21, 2021 have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. 97,771 of the options are exercisable within 60 days of the date of this report. |
(6) | Christopher Gerteisen is the Chief Executive Officer of Nova and has voting and investment power over the securities held by it. Mr. Gerteisen disclaims beneficial ownership of the shares held by Nova except to the extent of his pecuniary interest, if any, in such shares. The address of Nova is Suite 602, 566 St Kilda Road, Melbourne, Victoria 3004 Australia.
|
(7) | Consists of 681,738 restricted common shares, warrants for the purchase of 84,285 common shares exercisable within 60 days and options for the purchase of 228,489 common shares exercisable within 60 days. Mr. Knight was granted an option to purchase 140,000 common shares on May 25, 2019 at a weighted average exercise price of C$2.50 for five years. Surge Wealth Inc., an Ontario corporation (“Surge Wealth”) was granted options to purchase 228,489 common shares on November 21, 2021. Mr. Knight, in his capacity as the President and Director of Surge Wealth, has the power to vote and the power to direct the disposition of all of the securities held by Surge Wealth. The address of Surge Wealth is 522 Ryerse Blvd, Simcoe, ON, CA. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All 228,489 of the options are exercisable within 60 days of the date of this report. |
None of our major shareholders have different voting rights from other shareholders. As noted in the table above, Nova holds approximately 32.48% of our outstanding common shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major shareholders
Please refer to Item 6 “Directors, Senior Management and Employees—E. Share Ownership.”
7.B. Related Party Transactions
In accordance with IAS 24 – Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the compensation committee of the Board. The remuneration of directors and other members of key management personnel during the years ended June 30, 2023, 2022 and 2021 were as follows:
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
|
| C$ |
|
| C$ |
|
| C$ |
| |||
Directors’ and officers’ consulting fees |
|
| 492,377 |
|
|
| 585,615 |
|
|
| 200,858 |
|
Cash Payment |
|
| 334,738 |
|
|
| - |
|
|
| - |
|
Exploration and evaluation expenditures |
|
| 415,325 |
|
|
| 220,765 |
|
|
| 48,000 |
|
Total |
|
| 1,242,440 |
|
|
| 806,380 |
|
|
| 248,858 |
|
Directors’ and officers’ consulting fees
During the year ended June 30, 2023, fees of C$492,377 (2022 – C$585,615; 2021 – C$200,858) included in directors’ and officers’ consulting fees had been paid to companies controlled by all former and current officers of the Company.
Cash payment
During the year ended June 30, 2023, a payment of USD $250,000 ($334,738) (2022 and 2021 – $nil) had been paid to a director of the Company.
Exploration and evaluation expenditures
During the year ended June 30, 2023, fees of C$415,325 (2022 – C$220,765; 2021 – C$48,000) for services rendered by the Company’s former VP of Resources Development, and the current VP of Exploration, had been capitalized as E&E assets on the consolidated statements of financial position.
Addendum payments
On November 1, 2022, the Company purported to amend the consulting agreements with the entities controlled by the former Chief Executive Officer and the former Chief Operating Officer of Snow Lake, with an addendum which amended the termination clause of their respective agreements. As a result of the addendum, the Company recorded fees of C$1,672,988 (USD $1,224,040) and C$881,842 (USD $648,020), respectively, which are included in directors’ and officers’ consulting fees during the year ended June 30, 2023. On December 5, 2022, payout was made to the respective entities controlled by the former CEO and COO.
As of June 30, 2023, the Company has made a claim against these former officers (see Note 23 to the financial statements for more details).
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Share-based compensation
During the year ended June 30, 2023, the Company had granted certain restricted share units and options to various directors and officers. Total stock-based compensation of C$$2,337,172 (2022 – C$8,035,506; 2021 – $nil) was recorded in connection with the vesting of these securities.
Related party balances
All related party balances payable, for services and business expense reimbursements rendered as at June 30, 2023, 2022 and 2021, are non-interest bearing and payable on demand, and are comprised of the following:
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
|
| C$ |
|
| C$ |
|
| C$ |
| |||
Payable to officers and directors |
|
| 86.616 |
|
|
| 110,274 |
|
|
| 236,402 |
|
(Receivable) payable to Nova Minerals Ltd. |
|
| (10,287 | ) |
|
| (10,287) |
|
|
| 43,240 |
|
|
|
| 76,329 |
|
|
| 99,987 |
|
|
| 279,6428 |
|
On March 8, 2019, we entered into a deed of assignment of debt with Nova Minerals Ltd. and Thompson Bros to facilitate the reassignment of the related party loan from Nova Minerals Ltd. to our company. Thereby, we are now a party to an amount owing from Thompson Bros of C$1,519,013 (approximately US$1,115,773) as of June 30, 2020. In consideration for the assignment, we issued one of our common shares to Nova Minerals Ltd. The related party loan is non-interest bearing and with no fixed repayment date or terms.
As of June 30, 2023, 2022 and 2021, we had C$10,287 (approximately US$7,982) due from our major shareholder, Nova Minerals Ltd., C$10,287 due from Nova Minerals Ltd., and C$43,240 due to Nova Minerals Ltd. This money was lent to us by Nova Minerals Ltd. to fund our startup as well as ongoing accounting, legal and general corporate costs. This loan has since been paid off.
During the years ended June 30, 2023, 2022 and 2021, the Company incurred C$951,347 (approximately US$718,540) C$687,585 and C$200,858, respectively in directors & officers consulting fees.
Debenture Sales
In February 2021, the Company issued convertible debts (the “Debentures”) for a total of C$865,263 (US$697,568) (the “Subscribed Amount”). The Debentures were sold at a discount of approximately 5% for proceeds of C$805,000 (US$648,984), net of a C$15,000 (US$12,093) cash commission.
Under the terms of the Agreement, the Subscribed Amount plus interest accrued, at a rate which should be the higher of (i) 12% per annum or (ii) Wall Street Prime Rate + 7%, is convertible, at the option of the Debenture holder, into common shares of the Company at a price that is the lesser of (i) C$1.25 per share or (ii) a 20% discount to the price of a Liquidity Transaction (defined below). The conversion feature expires (the “Expiry Date”) on the earlier of twenty-four months from execution, or the closing of a registered public offering (the “Liquidity Transaction”).
In the event of a default, interest accrues at the lesser of (i) 24% per annum or (ii) the maximum legally authorized rate. The Company has the right to repay the note prior to maturity at 110% of the then outstanding principal and interest. The Company must provide 30 days’ notice and the Lender shall have the right to convert prior to the 30-day notice expiration.
On November 23, 2021, all debt holders exercised their conversion rights at a price of C$1.25 per common share. As a result of the conversion, 751,163 common shares were issued.
7.C. Interests of Experts and Counsel
Not Applicable.
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ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information.
The Company’s consolidated financial statements are stated in Canadian dollars and are prepared in accordance with IFRS.
Audited Financial Statements
Our consolidated financial statements for the 2023, 2022 and 2021 fiscal years as required under Item 17 are included immediately following the text of this Annual Report. The audit reports of the Company are included herein immediately preceding the financial statements.
Policy on Dividend Distributions
The Company has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. The payment of dividends in the future, if any, is within the discretion of the Board of Directors and will depend upon our earnings, our capital requirements and financial condition and other relevant factors. We do not anticipate declaring or paying any dividends in the foreseeable future.
8.B. Significant Changes
Except for the following or as disclosed elsewhere in this annual report, no significant change has occurred since the date of our consolidated financial statements filed as part of this annual report.
On July 13, 2023, the Company filed an application against its former Manitoba law firm seeking to assess for reasonableness certain invoices of the law firm rendered between May 2022 and January 2023, as well as the repayment of any fees paid to the law firm which the Court finds to be unreasonable. This application is at the early stages.
On July 17, 2023, the Company granted 250,000 options and 200,000 RSUs to its new CEO. 25% of the options will vest six months from the grant date, 25% will vest 12 months from the grant date, with the remainder to vest 18 months from the grant date. The RSUs, on the other hand, will vest at various stages depending on the Company’s volume weighted average price exceeding certain thresholds.
On July 29, 2023, a former director resigned from the Company, resulting in 50,000 options and 10,000 RSUs being cancelled.
As of August 9, 2023 160,000 RSUs out of the 470,000 RSUs awarded on January 30, 2023 had met the milestones required to vest, and on September 26, 2023, the Company paid $546,476 (USD$400,000) to redeem 160,000 of the vested RSUs at USD $2.50 each.
On September 21, 2023, the Company closed its best-efforts flow-through financing of common shares through the issuance of 2,133,979 common shares at a price of $3.6117 (USD $2.67) per common share, for gross proceeds of $7,707,292 (USD $5,697,710). In connection with the Offering, the Company issued 86,000 warrants at USD $2.67 per share with an expiry of five years and paid fees and expenses to various agents in the amount of $215,376.
On September 21, 2023, the Company also issued 21,276 common shares to a third-party pursuant to a letter agreement between the parties.
On October 20, 2023, the Company issued 40,000 common shares to a third-party pursuant to a marketing services agreement (the “Marketing Agreement”) between the parties for a term of six months from October 2, 2023 to April 2, 2024. Upon execution of the agreement, the Company also paid a cash payment of USD $62,500 upon execution, The Company also issued 300,000 Warrants to the third-party pursuant to the Marketing Agreement, whereby each Warrant is exercisable for a period of 12 months at an exercise price of: (i) USD $2 for 100,000 Warrants; (ii) USD $2.50 for 100,000 Warrants; and (iii) USD $3 for 100,000 Warrants.
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ITEM 9. THE OFFER AND LISTING
9.A. Offer and Listing Details
Not Applicable.
9.B. Plan of Distribution
Not Applicable.
9.C. Markets
Our common shares have been listed on the Nasdaq Capital Market since November 19, 2021, under the symbol “LITM.”
9.D. Selling Shareholders
Not Applicable.
9.E. Dilution
Not Applicable.
9.F. Expenses of the Issue
Not Applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
Not applicable.
10.B. Memorandum and Articles of association
The description of certain terms and provisions of our articles of incorporation, as amended, and certain related sections of the Corporations Act (Manitoba) is incorporated by reference to our Registration Statement filed on Form F-1 (File No. 333-264098) filed with the SEC and as declared effective on April 7, 2022.
10.C. Material Contracts
All material contracts governing the business of the Company are described elsewhere in this annual report on Form 20-F or in the information incorporated by reference herein.
10.D. Exchange controls
Canada has no system of exchange controls. We are not aware of any governmental laws, decrees, regulations or other legislation in Canada that restrict the export or import of capital, including the availability of cash and cash equivalents for use by our affiliated companies, or that affect the remittance of dividends, interest, royalties or similar payments to non-resident holders of Company securities, although there may be Canadian and other foreign tax considerations. See Item 10(E) — “Taxation.”
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10.E. Taxation
Canadian Income Tax Considerations
The following summary describes, as of the date hereof, the material Canadian federal income tax considerations generally applicable to a purchaser who acquires, as a beneficial owner, common shares pursuant to this report and who, at all relevant times, for the purposes of the application of the Income Tax Act (Canada) and the Income Tax Regulations (which we collectively refer to as the Canadian Tax Act), (i) is not, and is not deemed to be, resident in Canada for purposes of the Canadian Tax Act and any applicable income tax treaty or convention; (ii) deals at arm’s length with us; (iii) is not affiliated with us; (iv) does not use or hold, and is not deemed to use or hold, common shares in a business or part of a business carried on in Canada; (v) has not entered into, with respect to the common shares, a “derivative forward agreement”, as that term is defined in the Canadian Tax Act and (vi) holds the common shares as capital property (which we refer to as a Non-Canadian Holder). This summary does not apply to a Non-Canadian Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank”, as that term is defined in the Canadian Tax Act. Such Non-Canadian Holders should consult their tax advisors for advice having regards to their particular circumstances.
This summary is based on the current provisions of the Canadian Tax Act, and an understanding of the current administrative policies of the Canada Revenue Agency published in writing prior to the date hereof. It takes into account all specific proposals to amend the Canadian Tax Act and the Canada-United States Tax Convention (1980), as amended, or the Canada-U.S. Tax Treaty, publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (which we refer to as the Proposed Amendments) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder, and no representations with respect to the income tax consequences to any particular shareholder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances.
Generally, for purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of the common shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Canadian Tax Act. The amount of any dividends, capital gains or capital losses realized by a Non-Canadian Holder may be affected by fluctuations in the Canadian exchange rate.
Dividends
Dividends paid or credited on the common shares or deemed to be paid or credited on the common shares to a Non-Canadian Holder will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Canadian Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident. For example, under the Canada-U.S. Tax Treaty, where dividends on the common shares are considered to be paid to or derived by a Non-Canadian Holder that is a beneficial owner of the dividends and is a U.S. resident for the purposes of, and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15% (or 5% in the case of a U.S. Holder that is a corporation beneficially owning at least 10% of all of the issued voting shares). We will be required to withhold the applicable withholding tax from any dividend and remit it to the Canadian government for the Non-Canadian Holder’s account. Non-Canadian Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty.
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Dispositions
A Non-Canadian Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of a common share, nor will capital losses arising therefrom be recognized under the Canadian Tax Act, unless (i) the common shares are “taxable Canadian property” to the Non-Canadian Holder for purposes of the Canadian Tax Act at the time of disposition; and (ii) the Non-Canadian Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident.
Generally, the common shares will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that the common shares are listed at that time on a “designated stock exchange” (as defined in the Canadian Tax Act), which includes Nasdaq unless at any particular time during the 60-month period that ends at that time:
| ● | at least 25% of the issued shares of any class or series of our capital stock was owned by or belonged to any combination of (a) the Non-Canadian Holder, (b) persons with whom the Non-Canadian Holder does not deal at arm’s length, and (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, and |
| ● | more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of : (i) real or immoveable property situated in Canada, (ii) “Canadian resource properties” (as that term is defined in the Canadian Tax Act), (iii) “timber resource properties” (as that term is defined in the Canadian Tax Act) and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. |
Notwithstanding the foregoing, in certain circumstances, common shares could be deemed to be “taxable Canadian property.”
A Non-Canadian Holder’s capital gain (or capital loss) of a disposition or deemed disposition of common shares that constitute or are deemed to constitute taxable Canadian property (and are not “treaty-protected property” as defined in the Canadian Tax Act) generally will be computed and taxed as though the Canadian Holder were a Resident Holder. Such Non-Canadian Holder may be required to report the disposition or deemed disposition of common shares by filing a tax return in accordance with the Canadian Tax Act. Non-Canadian Holders whose common shares may be taxable Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.
U.S. Federal Income Taxation Considerations
The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of common shares by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase our common and hold such common shares as capital assets. This summary does not deal with all possible tax consequences relating to an investment in our common shares, such as the tax consequences under state, local or other tax laws.
The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our common shares that is for U.S. federal income tax purposes:
| ● | an individual citizen or resident of the United States; |
| ● | a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
| ● | an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| ● | a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
86
A beneficial owner of our common shares that is described above is referred to herein as a “U.S. Holder”. If a beneficial owner of our common shares is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder”. The material U.S. federal income tax consequences applicable specifically to Non-U.S. Holders of owning and disposing of our common shares are described below under the heading “Non-U.S. Holders”.
This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect.
This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances.. In particular, this discussion considers only holders that own and hold our common shares as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:
| ● | financial institutions or financial services entities; |
| ● | insurance companies; |
| ● | currency or securities dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes; |
| ● | tax-exempt entities; |
| ● | governments or agencies or instrumentalities thereof; |
| ● | retirement plans; |
| ● | regulated investment companies; |
| ● | real estate investment trusts; |
| ● | certain expatriates or former long-term residents of the United States; |
| ● | persons who hold our common shares as part of a “straddle”, “hedge”, “conversion transaction”, “synthetic security” or integrated investment; |
| ● | persons that have a “functional currency” other than the U.S. dollar; |
| ● | persons that own directly, indirectly or through attribution 5% or more of the voting power of our shares; |
| ● | corporations that accumulate earnings to avoid U.S. federal income tax; |
| ● | persons subject to special tax accounting rules under Section 451(b) of the Code; or |
| ● | partnerships and other pass-through entities, and investors in such pass-through entities. |
87
This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations applicable to a holder of our common shares. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our common shares through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made) by us on our common shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our common shares will be in U.S. dollars.
We have not sought, and will not seek, a ruling from the Internal Revenue Service, or the IRS or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES. IT IS NOT TAX ADVICE. EACH HOLDER OF OUR COMMON SHARES IS URGED TO CONSULT ITS OWN TAX ADVISOR IN RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.
Passive Foreign Investment Company Consequences
In general, a corporation organized outside the United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (1) at least 75% of its gross income is “passive income” or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents (other than certain rents or royalties derived from the active conduct of a trade or business), and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
Although we do not believe that we were a PFIC for the year ending June 30, 2023, our determination is based on an interpretation of complex provisions of the law, which are not addressed in a significant number of administrative pronouncements or rulings by the Internal Revenue Service, or IRS. Accordingly, there can be no assurance that our conclusions regarding our status as a PFIC for the 2023 taxable year will not be challenged by the IRS and, if challenged, upheld in appropriate proceedings. In addition, because PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, there can be no assurance that we will not be a PFIC for the current taxable year. Because we may continue to hold a substantial amount of cash and cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our common shares, which may fluctuate considerably, we may be a PFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Our status as a PFIC is a fact-intensive determination made on an annual basis.
If we are determined to be a PFIC in any taxable year (or portion thereof) during which a U.S. Holder owns our common shares, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our common shares, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of our common shares, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our
88
common shares. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.
If we are determined to be a PFIC for any year during which a U.S. Holder holds our common shares, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds our common shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our common shares. If the election is made, the U.S. Holder will be deemed to sell our common shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s common shares would not be treated as shares of a PFIC unless we subsequently become a PFIC.
If we are determined to be a PFIC for any taxable year during which a U.S. Holder holds our common shares and one of our non-U.S. corporate subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to our non-U.S. subsidiaries.
If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our common shares if such U.S. Holder makes a valid “mark-to-market” election for our common shares. A mark-to-market election is available to a U.S. Holder only for “marketable stock”.
Our common shares will be marketable stock so long as they remain listed on Nasdaq and are regularly traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of our common shares held at the end of such taxable year over the adjusted tax basis of such common shares. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such our common shares over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in our common shares would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our common shares in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss.
A mark-to-market election will not apply to our common shares for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any non-U.S. subsidiaries that we may organize or acquire in the future. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs that we may organize or acquire in the future notwithstanding the U.S. Holder’s mark-to-market election for our common shares.
The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing fund, or QEF, election (or a QEF election along with a purging election). Pursuant to the QEF election, a U.S. Holder generally will be required to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends if we qualified as a PFIC in that taxable year. At this time, we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEF election. Consequently, prospective investors should assume that a QEF election will not be available.
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Each U.S. person that is an investor of a PFIC is generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The U.S. federal income tax rules relating to PFICs and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our common shares, the consequences to them of an investment in a PFIC, any elections available with respect to our common shares and the IRS information reporting obligations with respect to the purchase, ownership and disposition of the common shares of a PFIC.
Distributions
Subject to the discussion above under “—Passive Foreign Investment Company Consequences”, a U.S. Holder that receives a distribution with respect to our common shares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s common shares. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s common shares, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends. Distributions on our common shares that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.
A U.S. Holder receiving a distribution from which the 25% Canadian withholding tax (as described above in “Canadian Income Tax Considerations – Dividends”) has been deducted may be entitled to a foreign tax credit in determining the U.S. Holder’s federal income tax liability for the year in which the distribution is received. The availability of a full or partial foreign tax credit in respect of such Canadian withholding tax is determined under rules of considerable complexity, and the foreign tax credit may not be available in all cases. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the availability of the foreign tax credit with respect to distributions received from which Canadian tax has been withheld at source.
Dividends paid by a “qualified foreign corporation” are eligible for taxation for certain non-corporate U.S. Holders at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain requirements are met. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year (see discussion above under “—Passive Foreign Investment Company Consequences”), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances.
A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information provision, or (b) with respect to any dividend it pays on our common shares that are readily tradable on an established securities market in the United States. We believe that we qualify as a resident of Canada for purposes of, and are eligible for the benefits of, the U.S.-Canada Treaty, although there can be no assurance in this regard. Further, the IRS has determined that the U.S.-Canada Treaty is satisfactory for purposes of the qualified dividend rules and that it includes an exchange of information provision. Therefore, subject to the discussion above under “—Passive Foreign Investment Company Consequences”, if the U.S.-Canada Treaty is applicable, such dividends will generally
90
be “qualified dividend income” in the hands of individual U.S. Holders, provided that certain conditions are met, including holding period and the absence of certain risk reduction transactions.
Sale, Exchange or Other Disposition of our Common Shares
Subject to the discussion above under “—Passive Foreign Investment Company Consequences”, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other taxable disposition of our common shares in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in our common shares. Such capital gain or loss generally will be long-term capital gain taxable at a reduced rate for noncorporate U.S. Holders or long-term capital loss if, on the date of sale, exchange or other disposition, our common shares were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.
If Canadian income tax applies to any gain from the disposition of our common shares by a U.S. Holder, such tax may be treated as a foreign tax eligible for a deduction from such holder’s U.S. federal taxable income or a foreign tax credit against such holder’s U.S. federal income tax liability (subject to applicable conditions and limitations). In addition, if such Canadian tax applies to any gain, such U.S. Holder may be entitled to certain benefits under the U.S.-Canada Tax Treaty if such holder is considered a resident of the United States for purposes of, and otherwise meets the requirements of, the U.S.-Canada Tax Treaty. U.S. Holders should consult their own tax advisors regarding the deduction or credit for any such Canadian tax and their eligibility for the benefits of the U.S.-Canada Tax Treaty.
Medicare Tax
Under current law, U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% Medicare contribution tax on unearned income, including, without limitation, dividend on, and gains from the sale or other taxable disposition of our common shares, subject to certain limitations and exceptions. U.S. Holders should consult their own tax advisors regarding the effect, if any, of such tax on their ownership and disposition of our common shares..
Non-U.S. Holders
Cash dividends paid to a Non-U.S. Holder in respect to our common shares generally will not be subject to U.S. federal income tax, unless such dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States).
In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other taxable disposition of our common shares unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty is attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case such gain from U.S. sources generally is subject to U.S. federal income tax at a 30% rate or a lower applicable tax treaty rate).
Cash dividends and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States) generally will be subject to regular U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
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Information Reporting
In general, information reporting for U.S. federal income tax purposes should apply to cash distributions made on our common shares within the United States to a U.S. Holder (other than an exempt recipient) and to the proceeds from sales and other dispositions of our common shares by a U.S. Holder (other than an exempt recipient) to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances. In addition, certain information concerning a U.S. Holder’s adjusted tax basis in its common shares and adjustments to that tax basis and whether any gain or loss with respect to such common shares is long-term or short-term also may be required to be reported to the IRS, and certain holders may be required to file an IRS Form 8938 (Statement of Specified Foreign Financial Assets) to report their interest in our common shares.
Moreover, backup withholding of U.S. federal income tax, at a rate of 24%, generally will apply to cash dividends paid on our common shares to a U.S. Holder (other than an exempt recipient) and the proceeds from sales and other dispositions of our common shares by a U.S. Holder (other than an exempt recipient), in each case who:
| ● | fails to provide an accurate taxpayer identification number; |
|
|
|
| ● | is notified by the IRS that backup withholding is required; or |
| ● | in certain circumstances fails to comply with applicable certification requirements. |
A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN COMMON SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
10.F. Dividends and paying agents
Not applicable.
10.G. Statement by experts
Not applicable.
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10.H. Documents on display
We have filed this Annual Report on Form 20-F with the SEC under the Exchange Act. Statements made in this report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
We are subject to the informational requirements of the Exchange Act as a foreign private issuer and file reports and other information with the SEC. Reports and other information filed by us with the SEC, including this report, may be viewed from the SEC’s Internet site at http://www.sec.gov. In addition, we will provide hardcopies of our annual report free of charge to shareholders upon request.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
10.I. Subsidiary Information
Not required.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Snow Lake’s activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The overall risk management strategy focuses on the unpredictability of the finance markets and seeks to minimize the potential adverse effects on the financial performance. Snow Lake uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk. Risk management is carried out under the direction of the Board. Please see note 19 to our audited consolidated financial statements for further information with respect to certain of these risks.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
We do not have any American Depositary Shares.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
14.A.-D. Material Modifications to the Rights of Security Holders.
There have been no material modifications to the rights of our security holders.
14.E. Use of Proceeds.
The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File Number 333-254755) (the “F-1 Registration Statement”) in relation to our initial public offering of 3,680,000 common shares at a public offering price of US$7.50 per share.
The F-1 Registration Statement became effective on November 18, 2021. For the period from the effective date of the F-1 Registration Statement to June 30, 2022, the total expenses incurred for our company’s account in connection with our IPO was approximately $2.46 million, which included $2.07 million in underwriting discounts and commissions for the IPO and approximately $0.39 million in other costs and expenses. We received net proceeds of approximately $25.13 million from our initial public offering. None of the transaction expenses included payments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.
For the period from July 1, 2021, to June 30, 2023, the following is our reasonable estimate of the uses of the proceeds from the IPO:
| ● | Approximately C$4.74 million was used for resource development activities such as drilling, soil sampling, as well as potential project acquisition; |
| ● | Approximately C$1.56 million was used for technical studies and reports such as preliminary economic assessment, preliminary feasibility study, resource modelling and/or technical reports such as an S-K 1300 compliant report; |
| ● | Approximately $C2.04 million was used for corporate purposes such as salaries, office, public company fees, audit fees, director and officer insurance premium payments or other similar uses; and |
| ● | Approximately C$0.1 million was used for general corporate expenses. |
There has not been, and we do not expect, any material change in the planned use of proceeds from the initial public offering as described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act dated November 18, 2021. As of the date of this Annual Report on Form 20-F, we have allocated a portion of the net proceeds of the offering for additional exploratory drilling, the preparation of a preliminary feasibility study, other technical studies and reports, possible strategic project acquisitions, marketing and general corporate purposes.
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ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Our management carried out an evaluation, under the supervision of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of June 30, 2023. Based on that evaluation, our management, including our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the effectiveness of our internal control over financial reporting as of June 30, 2023. In making this evaluation, management used the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The COSO framework summarizes each of the components of a company’s internal control system, including the control environment, risk assessment, control activities, information and communication, and monitoring activities. Based on this evaluation, our management determined that our internal control over financial reporting was effective as of June 30, 2023.
Attestation Report of Independent Registered Public Accounting Firm
Not required.
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Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act, as amended) that occurred during the year ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
It should be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.
Our Board of Directors has determined that each of Brian Imrie, Shlomo Kievman and Kathleen Skerrett qualifies as an “Audit Committee Financial Expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC and also meets NASDAQ’s financial sophistication requirements. She is an “independent director” as defined by the rules and regulations of NASDAQ.
ITEM 16B. CODE OF ETHICS.
Our code of conduct and business ethics conforms to the rules and regulations of NASDAQ. The code of conduct and business ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, and addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. A copy of our Code of Conduct is available at our website. Any future changes to the Code of Conduct will be posted on the Company’s website or filed as an exhibit to a report filed with the SEC within five business days of the change being effective.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table represents aggregate fees billed to the Company for fiscal years ended June 30, 2023, 2022 and 2021 by DeVisser Gray LLP, the Company’s principal accounting firm.
Accountant Fees and Services |
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
|
| C$ |
|
| C$ |
|
| C$ |
| |||
Audit Fees |
|
| 45,000 |
|
|
| 45,000 |
|
|
| 33,000 |
|
Audit Related Fees (F1 review) |
|
| 9,500 |
|
|
| 9,500 |
|
|
| 30,000 |
|
Tax Fees |
|
| - |
|
|
| - |
|
|
| - |
|
All Other Fees |
|
| 8,000 |
|
|
| 8,000 |
|
|
| - |
|
|
|
| 62,000 |
|
|
| 62,000 |
|
|
| 63,000 |
|
Audit Fees
The audit fees for the years ended June 30, 2023, 2022 and 2021, are C$45,000 (approximately US$33,988), C$45,000 (approximately US$34,922) and C$33,000 (approximately US$25,609) respectively, were paid for professional services rendered for the audits of our consolidated financial statements. Other fees of C$17,500 (approximately US$13,218), C$17,500 (approximately USD$13,581) and C$30,000 (approximately $23,381) were paid for other services including half year reviews, consents, and assistance with review of documents filed with the SEC.
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“Audit-related fees” means fees billed for professional services rendered by our principal auditors associated with certain due diligence projects.
Tax Fees
“Tax Fees” consisted of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees were fees for tax consultancy and advice on other tax planning matters.
Our Board of Directors pre-approves all auditing services and permitted non-audit services to be performed for us by our independent auditor, including the fees and terms thereof (subject to the de minimums exceptions for non-audit services described in Section 10A(i)(l)(B) of the Exchange Act that are approved by our Board of Directors prior to the completion of the audit). The percentage of services provided for which we paid audit-related fees, tax fees, or other fees that were approved by our Board of Directors pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X promulgated by the SEC was 100%.
Other Fees
Not applicable.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
There were no purchases of equity securities made by or on behalf of us or any “affiliated purchaser” as defined in Rule 10b-18 of the Exchange Act during the period covered by this Annual Report.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE.
We are incorporated in Manitoba, Canada and our corporate governance practices are governed by applicable laws of Manitoba and our certificate of incorporation and amendments. In addition, because our common shares are listed on the Nasdaq Stock Market, or Nasdaq, we are subject to Nasdaq’s corporate governance requirements.
Prior to April 7, 2022, we were a “controlled company” within the meaning of the Nasdaq Listing Rules, where more than 50% of the voting power of our securities for the election of directors was held by an individual, group or another company and, as a result, qualified for and relied on exemptions from certain Nasdaq corporate governance requirements, including, without limitation (i) the requirement that to hold an annual meeting of shareholders no later than one year after the end of its fiscal year; (ii) the requirement that the compensation of our officers be determined or recommended to our board of directors by a compensation committee that is comprised solely of independent directors, and (iii) the requirement that director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating and corporate governance committee comprised solely of independent directors. Since we relied on the “controlled company” exemption, we were not required to have either a compensation committee or a nominating and corporate governance committee composed solely of independent directors.
97
On April 7, 2022, we ceased to be a “controlled company” under the rules of Nasdaq due to a resale offering conducted by our largest shareholder Nova. However, as a foreign private issuer, Nasdaq Listing Rule 5615(a)(3) permits us to follow home country practices in lieu of certain requirements of Listing Rule 5600, provided that we disclose in our annual report filed with the SEC each requirement of Rule 5600 that we do not follow and describe the home country practice followed in lieu of such requirement.
We are currently following some Canadian corporate governance practices in lieu of Nasdaq corporate governance listing standards as follows:
| ● | We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5605(d)(2), which requires a compensation committee to compose entirely of independent directors. Nachum Labkowski and Peretz Schapiro serve as non-independent directors in the compensation committee. |
| ● | We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5605(e)(1)(B), which requires a nominating and corporate governance committee to compose entirely of independent directors. Nachum Labkowski and Peretz Schapiro serve as non-independent directors in our nominating and corporate governance committee. |
| ● | We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5635(a), which requires shareholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company in certain circumstances. |
| ● | We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5635(c), which requires shareholder approval for the establishment of or any material amendments to equity compensation or purchase plans or other equity compensation arrangements. |
| ● | We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5635(d), which requires shareholder approval in order to enter into any transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common shares (or securities convertible into or exercisable for common shares) equal to 20% or more of the outstanding share capital of the Company or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the common shares. |
|
|
|
| ● | We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5605(b)(2) which requires the Company’s independent directors to have regularly scheduled meetings at which only independent directors are present. |
Our Canadian counsel has provided relevant letters to Nasdaq certifying that under Canadian law, we are not required to seek shareholders’ approval in the above circumstances.
ITEM 16H. MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 17. FINANCIAL STATEMENTS
The Company has elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
Our audited Financial Statements are included as the “F” pages attached to this report.
All financial statements in this Annual Report, unless otherwise stated, are presented in accordance with IFRS.
ITEM 19. EXHIBITS
Exhibit No. |
| Description |
1.1 |
| |
1.2 |
| |
1.3 |
| |
1.4 |
| |
1.5 |
| |
2.1* |
| Description of Securities Pursuant to Section 12 of the Exchange Act as of June 30, 2022 |
4.1 |
| |
4.2 |
| |
4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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99
100
13.1** |
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15.1* |
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96.1 |
| Technical Report Summary – Initial Assessment of the Snow Lake Lithium Project – Manitoba, Canada, dated August 9, 2023 (incorporated by reference to Exhibit 96.1 to Form 6-K filed on August 11,,2023) |
101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed with this annual report on Form 20-F |
| ** | Furnished with this annual report on Form 20-F |
101
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
SNOW LAKE RESOURCES LTD. |
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By: | /s/ Frank Wheatley |
| By: | /s/ Keith Li |
Name: | Frank Wheatley |
| Name: | Keith Li |
Title: | Chief Executive Officer |
| Title: | Chief Financial Officer |
Date: | October 27, 2023 |
| Date: | October 27, 2023 |
102
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page |
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Report of Independent Registered Public Accounting Firm (PCAOB ID: 0 | F-3 |
F-5 | |
F-6 | |
F-7 | |
F-8 | |
F-9 – F-35 |
F-1
Snow Lake Resources Ltd.
Consolidated Financial Statements
For the Years Ended June 30, 2023, 2022 and 2021
(Expressed in Canadian Dollars)
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Snow Lake Resources Ltd.,
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Snow Lake Resources Ltd. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2023 and 2022 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the three year period ended June 30, 2023, and a summary of significant accounting policies and other explanatory information (collectively referred to as the “financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and 2022 and its financial performance and its cash flows for each of the years in the three year period ended June 30, 2023, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Going Concern
Without modifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that there are material uncertainties that cast significant doubt about the going concern assumption. The Company has no current source of revenue, has incurred losses from inception and is dependent upon its ability to secure new sources of financing. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
F-3
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ De Visser Gray LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
October 25, 2023
We have served as the Company’s auditor since 2019.
F-4
Snow Lake Resources Ltd.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| As at June 30, 2023 | As at June 30, 2022 |
| $ | $ |
Assets |
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Current Assets |
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Cash | ||
Sales tax receivable (Note 4) | ||
Prepaids and deposits (Note 5) | ||
Due from related party (Note 18) | ||
Total Current Assets | ||
Exploration and evaluation assets (Note 6) | ||
Right-of-use assets (Note 7) | ||
Total Assets | ||
Liabilities |
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Current Liabilities |
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Accounts payable and accrued liabilities (Note 8) | ||
Due to related parties (Note 18) | ||
Loan payable (Note 9) | ||
Lease liabilities – current portion (Note 11) | ||
Derivative liabilities (Note 12) | ||
Total Current Liabilities | ||
Lease liabilities (Note 11) | ||
Total Liabilities | ||
Shareholders’ Equity |
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Share capital (Note 13) | ||
Reserve for restricted share units (Note 14) | ||
Reserve for share-based payments (Note 15) | ||
Reserve for warrants (Note 16) | ||
Accumulated deficit | ( | ( |
Total Shareholders’ Equity | ||
Total Liabilities and Shareholders’ Equity | ||
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Nature of operations and going concern (Note 1) |
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Commitments and contingencies (Note 23) |
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Subsequent events (Note 24) |
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The accompanying notes are an integral part of these consolidated financial statements
F-5
Snow Lake Resources Ltd.
Consolidated Statements of Loss and Comprehensive Loss
For the Years Ended June 30, 2023, 2022 and 2021
(Expressed in Canadian Dollars)
2023 | 2022 | 2021 | |
| $ | $ | $ |
Expenses |
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Professional fees (Note 12) | |||
Directors’ and officers’ consulting fees (Note 18) | |||
Stock-based compensation (Notes 14, 15 and 18) | |||
Insurance expense | |||
Consulting fees (Note 12) | |||
General and administrative expenses | |||
Travel expenses | |||
Transfer agent and regulatory fees | |||
Bank fees and interest | |||
Research expenses | |||
Depreciation on right-of-use assets (Note 7) | |||
Interest on loan and debentures (Notes 9 and 10) | |||
Amortization of transaction costs (Note 10) | |||
Accretion expense (Note 11) | |||
( | ( | ( | |
Other Items |
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(Loss) gain on change in fair value of derivative liabilities (Note 12) | ( | ||
Loss on shares-for-debt settlement (Note 13(f)) | ( | ||
Grant income (Note 22) | |||
Recovery of accounts payable | |||
Foreign exchange gain (loss) | ( | ||
Net Loss and Comprehensive Loss | ( | ( | ( |
Weighted Average Number of Outstanding Shares |
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Basic and diluted (Note 17) | |||
Net Loss per Share |
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Basic and diluted (Note 17) | ( | ( | ( |
The accompanying notes are an integral part of these consolidated financial statements
F-6