20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 2)

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report __________

Commission file number 001-41085

Snow Lake Resources Ltd.

(Exact name of the Registrant as specified in its charter)

Manitoba, Canada

(Jurisdiction of incorporation or organization)

360 Main St 30th Floor, Winnipeg, MB R3C 0V1 Canada

(Address of principal executive offices)

Frank Wheatley, Chief Executive Officer

Tel: (204) 815-5806

Email: info@snowlakelithium.com

360 Main St 30th Floor, Winnipeg, MB R3C 0V1 Canada

(Name, Telephone, E-mail and/or
Facsimile number and Address
of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, no par value	LITM	The NASDAQ Stock Market, LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

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: 18,185,810 Common Shares, no par value per share, as of June 30, 2023.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

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.

☐ Yes ☒ No

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.

☒ Yes ☐ No

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).

☒ Yes ☐ 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	☒  Non-accelerated filer
		☒  Emerging Growth Company

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:

☐  US GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐  Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐  Item 17 ☐ Item 18

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).

☐ Yes ☒ No

 

Annual Report on Form 20-F

Year Ended June 30, 2023

TABLE OF CONTENTS

		Page
PART I
Item 1.	Identity Of Directors, Senior Management and Advisers	3
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
A.	[Reserved]	3
B.	Capitalization and indebtedness	3
C.	Reasons for the offer and use of proceeds	3
D.	Risk Factors	3
Item 4.	Information On the Company	19
A.	History and Development of The Company	19
B.	Business overview	22
C.	Organizational structure	63
D.	Property, plants and equipment	64
Item 4A.	Unresolved Staff Comments	64
Item 5.	Operating and Financial Review and Prospects	64
A.	Operating Results	64
B.	Liquidity and Capital Resources	70
C.	Research and development	72
D.	Trend Information	72
E.	Critical Accounting Estimates	72
Item 6.	Directors, Senior Management and Employees	75
A.	Directors and senior management	75
B.	Compensation	77
C.	Board practices	79
D.	Employees	83
E.	Share ownership	83
Item 7.	Major Shareholders and Related Party Transactions	86
A.	Major shareholders	86
B.	Related party transactions	83
C.	Interests of experts and counsel	87
Item 8.	Financial Information	88
A.	Consolidated Statements and Other Financial Information	88
B.	Significant Changes	88
Item 9.	The Offer and Listing	89
A.	Offer and listing details	89
B.	Plan of distribution	89
C.	Markets	89
D.	Selling shareholders	89
E.	Dilution	89
F.	Expenses of the issue	89

Item 10.	Additional Information	89
A.	Share capital	89
B.	Memorandum and articles of association	89
C.	Material contracts	89
D.	Exchange controls	89
E.	Taxation	90
F.	Dividends and Paying Agents	97
G.	Statement by Experts	97
H.	Documents on Display	97
I.	Subsidiary Information	97
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	98
Item 12.	Description of Securities Other Than Equity Securities	98
A.	Debt Securities	98
B.	Warrants and Rights	98
C.	Other Securities	98
D.	American Depositary Shares	98
PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	99
Item 14.	Material Modifications to The Rights Of Security Holders And Use Of Proceeds	99
Item 15.	Controls and Procedures	100
Item 16	[Reserved]	101
Item 16A	— Audit Committee Financial Expert	101
Item 16B	— Code of Ethics	101
Item 16C	— Principal Accountant Fees and Services	101
Item 16D	— Exemption from the Listing Standards for Audit Committees	102
Item 16E	— Purchases of Equity Securities by the Issuer and Affiliated Purchasers	102
Item 16F	— Change in Registrant’s Certifying Accountant	102
Item 16G	— Corporate Governance	102
Item 16H	— Mine Safety Disclosure	103
Item 16I	— Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	103
PART III
Item 17.	Financial Statements	104
Item 18.	Financial Statements	104
Item 19.	Exhibits	104

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.

1

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:

●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.

2

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™ Project contains proven or probable mineral reserves and there can be no assurance that we will be successful in our efforts to prove our resource.   

●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;  

3

●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™ Project 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™ Project;  

●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™ Project;   

●There can be no guarantee that our interest in the Snow Lake Lithium™ Project 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.

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™ Project, 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 such risks. 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 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.

4

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™ Project 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™ Project, 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 are planning 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™ Project 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™ Project 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 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™ Project 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

5

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™ Project.

Our future success will largely depend upon our ability to successfully explore, develop and manage the Snow Lake Lithium™ Project. 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.

Development of the Snow Lake Lithium™ Project 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; 

6

●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 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 lithium 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.

7

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™ Project 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™ Project. 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™ Project. 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™ Project may face indigenous land claims.

The Snow Lake Lithium™ Project 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™ Project cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights in the area in which the Snow Lake Lithium™ Project 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™ Project. 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™ Project.

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™ Project 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™ Project 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

8

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™ Project is free from any title defects.

We have taken all reasonable steps to ensure it has proper title to the Snow Lake Lithium™ Project. However, there can be no guarantee that our interest in the Snow Lake Lithium™ Project 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.

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™ Project that may be conducted by applicable regulatory authorities.

Although the exploration activities on the Snow Lake Lithium™ Project 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.

9

Failure to comply with environmental regulation could adversely affect our business.

All phases of our operations with respect to the Snow Lake Lithium™ Project 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™ Project 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.

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

10

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.

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™ Project 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

11

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 fail 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.

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.

12

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™ Project.

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:

●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;  

13

●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.

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, Ltd (“Nova”) 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  

14

●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.

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.

15

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 less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be

16

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.

17

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 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

18

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 Ltd. (“Snow Lake Exploration”) and Snow Lake Crowduck Ltd. (“Snow Lake Crowduck”)  A former wholly owned subsidiary, Thompson Bros Lithium (Proprietary) Limited (“TBL”), 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 133 mineral claims on the Snow Lake Lithium™ Project.

TBL 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 TBL from Nova by agreeing to exchange with Nova 47,999,900 of our common shares for all of the issued common shares of TBL. On July 14, 2019, we changed the name of MMPL to TBL. The claims held by TBL have been transferred to Snow Lake Crowduck. TBL 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.

Our registered office is located at 360 Main St 30th Floor, Winnipeg, MB R3C 4G1, Canada.

19

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 (together the “Snow Lake Lithium™ Project”). The PEA considered the feasibility of a direct shipping ore (“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 lithium project, as well as the results from a metallurgical study from the Grass River lithium 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 maximizing recovery. The Company announced that these targets were achieved with the developed flowsheet showing an overall processing recovery of 80%.. For a summary of the metallurgical testwork program results, please refer to the press release dated March 16, 2023, which can be found on EDGAR under the Company’s profile.

20

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 35 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 of the Snow Lake Lithium™ Project.  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™ 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™ Project, 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™ Project 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™ Project exploration project.

On September 26, 2016, Ashburton Ventures entered into an agreement with MMPL, pursuant to which MMPL acquired the right to earn up to a 95% interest in the Snow Lake Lithium™ Project, 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™ Project.

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™ Project, followed by a five-hole (1,007 m) drill program on the Snow Lake Lithium™ Project.

In March to April of 2018, Snow Lake Crowduck staked 18 mineral 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™ Project from PPSL, subject to the 2% net smelter royalty payable

21

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™ Project 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™ Project, 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 TBL (formerly MMPL) the 80% interest in the Snow Lake Lithium™ Project held by TBL. After this transaction, we owned 100% of the Snow Lake Lithium ™ Project interest.

On February 25, 2020 we transferred our 100% interest in the Snow Lake Lithium™ Project to our wholly owned subsidiary, Snow Lake Crowduck. 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™ Project claims so that the entire Snow Lake Lithium™ Project made up of 38 claims covering 5596 hectares of land became registered in the name of Snow Lake Crowduck. Claim credits that we were entitled to were used to extend the expiry of all of the Snow Lake Lithium™ Project 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 SL Crowduck, 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.

To date, we have invested a limited amount of capital in the Snow Lake Lithium™ Project and historical drilling on the Snow Lake Lithium™ Project has been limited as well. To prove our lithium resource on the Snow Lake Lithium™ Project, 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.

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™ Project 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.

22

The Company is not expected to start generating revenues until 2028 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™ Project. 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™ Project

Our 100% owned Snow Lake Lithium™ Project 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 of measured, indicated and inferred resource at between 0.99% and 1.13% Li2O. The Snow Lake Lithium™ Project 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™ Project 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™ Project. 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.

Market overview

Global Lithium Demand

As part of a legislated (Paris Agreement, 2015) commitment to limit greenhouse gas (GHG) emissions, various countries have begun to implement zero-emission vehicle mandates. This has been one of three primary drivers for electric vehicle (EV) uptake, alongside improved and most recently, lower prices. The combined effects are gradual but compounding.

Prior to 2018 lithium was still used primarily in ceramics and glass, grease, air treatment, metallurgical and medical uses (often generalised to “industrial” end uses). Many of these end uses may use any one or a combination of spodumene, mica, or lithium chemicals depending on their cost and availability. Lithium has numerous remarkable properties which make it suitable for these end uses; its addition to grease imparts thermal stability, in glassmaking it decreases melting temperatures and viscosity, in steelmaking it reduces mould viscosity and crystallisation temperatures and it is used as a mood stabiliser in pharmaceuticals.

In 2018, lithium ion battery (LiB) demand emerged as the dominant end use for lithium, making up 51% of the 268kt LCE of global demand that year, increasing to 88% of demand in 2022. The growth of LiB demand is primarily attributable to EVs, which now form a significant part of the global vehicle market (Figure 1, LHS). Global EV penetration was 0.6% in 2015, rising to 13% in 2022 (Figure 1, RHS).

23

Figure 1: Global vehicle sales (LHS) and PC & LDV BEV Penetration Rate (RHS)
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

Lithium’s innate characteristics have played a primary role in its usefulness in LiBs. Li has the smallest ionic radius and lowest density of all the alkali metals, the highest specific heat capacity of any solid element and has a very high electrochemical potential. This, alongside dedicated research and development (R&D) efforts pointed towards LiB have led to the emergence of batteries with high levels of safety & performance, including a high voltage and charge storage per unit mass and unit volume. The characteristics of LiBs mean that they are highly suitable for EVs. LiBs are also well-suited for portable devices (e.g. laptops, mobile phones), and energy storage systems (ESS). This is demonstrated in Figure 2, showing that the deployment of LiB is primarily into EVs (90% of LiB demand by 2040). Also shown in figure 2, high case demand, reflects automaker targets and government policies. This scenario quickly deviates from our base case demand forecast, and demonstrates that demand is already somewhat constrained by current cathode, cell and EV production capabilities and plans. On the other hand, raw material constrained case reflects demand destruction, where lithium supply is the limiting factor for demand growth.

Focusing on base-case demand, various battery chemistries are used according to their intended performance. Generally speaking, the ESS market is forecast to become dominated by lithium-iron-phosphate (LFP) cathodes due to long cycle life and increased safety properties. Lithium-cobalt-oxide (LCO) has a high specific energy that makes it an ideal choice for portable applications.

For EVs, nickel-cobalt-manganese (NCM) has become the preferred technology for a majority of Western EVs in recent years, largely due to the high-nickel chemistry variants’ greater energy density and therefore longer range. LFP technologies, which are unable to match the gravimetric and volumetric energy densities of high-nickel NCMs, have made significant headway in recent year, notably in the Chinese market. Western OEMs have implied a willingness to use the technology for mass market EVs in future; but for the time being the LFP supply chain is still overwhelming dominated by Chinese companies.

All of this results in a generally diverse LiB cathode landscape, but with LFP and high-nickel NCM cathodes generally dominating throughout the forecast period (Figure 3).

24

Figure 2 and Figure 3: LiB Demand by end-use | LiB demand by cathode type
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

As far as overall lithium demand is concerned, the balance between end use (EV vs portables, vs ESS), and the split between NCM and LFP cathode types, is of secondary importance—lithium intensity per KWh of LiB cells produced differs somewhat but not hugely (Figure 4). LiB cathode chemistry does however determine the required form of lithium chemical consumed (Figure 5); to that extent is critically important, however it should be noted that demand on a global scale is forecast to remain relatively balanced.

25

Figure 4:  Global lithium demand by end-use      Figure 5: Global Demand by Li Chemistry

Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

Global Lithium Supply

2.1 Mined Supply

Global lithium supply was estimated at 728 kt LCE (thousand tonnes of lithium carbonate equivalent) in 2022. By 2040, supply is expected to have originated in roughly equal parts from secondary (recycled) sources, greenfield projects, and brownfield projects and their expansions (figure 6).

Figure 6: Lithium Mined Production by Status
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

26

Lithium is currently exclusively extracted from igneous pegmatitic rocks and brines. Spodumene was estimated to be the dominant source of mined lithium in 2022, accounting for 45% of total supply, while brine accounted for 44%. Both spodumene and brine will lose market share to clay, mica, others, as well as secondary supply (recycling) over the forecast period (figure 7).

Figure 7: Lithium Mined Production by Deposit Type
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

2.1 Global Resources vs Supply

The dominance of brine and spodumene production is partly due to geological availability, and geographical distribution. Global brine and spodumene resources account for 59% (supply: 45%) and 22% (supply 44%) respectively (figure 8). The apparent resource/supply incongruence is partly explained by the fact that time-to-market for spodumene is faster than brine, since many were known to geologists as tantalum mines (e.g. Wodgina, Greenbushes), and also because their capital intensity is generally lower. On the other hand, some brine remains unexploited, particularly in Bolivia, where political constraints and brine-quality have thus far prohibited meaningful development.

Notably, clay hosted lithium micas makes up 16% of resources, but is not currently mined; while hard-rock Mica, which makes up just 1% of global resources, accounted for >

27

Figure 8: Global distribution of (announced) lithium resources
As of Nov. 2023 (Benchmark Mineral Intelligence)

 

2.2 Chemical Supply

Lithium chemical supply differs from mined-supply in that chemical-supply represents the final chemical produced (figure 9) before end-use (whereas mined supply represents spodumene concentrate or LiCl concentrate). Chemical supply therefore represents an anhydrous lithium chloride, carbonate or hydroxide, suitable for end-use. It is important to note that while lithium sulfate appears in figure 9, this will eventually be converted to carbonate, hydroxide or chloride. These plants are simply those that have announced plans to convert spodumene into sulfate, but will on-sell it as a mid-stream product.

Figure 9: Global Lithium Production by Chemical
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

28

Various spodumene converters are non-integrated and will rely on yet-to-be-defined sources of feedstock, and as such, future lithium chemical supply may be slightly higher than mined-supply in this model; these converters have been captured for sake of completeness. In addition, a large number of projects exist that convert carbonate to hydroxide, or to chloride, or vice-versa, or in some cases convert technical-grade to battery-grade; for simplicity and to avoid double-counting, these have not been included here. In terms of the chemical supply output, this is partly determined by demand, but partly determined by geology and geography.

It should be noted that the operating portion of chemical supply is significantly higher than mined supply, and that supply increases over the short-medium term. This is due to currently-low capacity utilisation of Chinese spodumene converters. Brownfield expansions form a larger part of chemical supply compared to mined-supply owing to the large contribution from Chinese spodumene converters building expansions despite low capacity utilisation in existing plants.

Figure 10: Lithium chemical market supply by status
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

Global and North American chemical balance

In late 2021, the lithium market entered a deficit position with inventories quickly worked-through. Throughout 2022, inventories began to increase throughout the Chinese supply chain, despite still being in a deficit.

Figure 11: Lithium mined supply vs end-use demand, market balance
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

29

In terms of global lithium chemical balances, it is important to note the interchangeability of lithium hydroxide and carbonate, particularly in China, where there are flexible lines in operation that are able to produce either chemical from brine or spodumene, depending on supply and demand. This means that individual balances of carbonate and hydroxide (figure 12) are of less importance than the overall picture, when viewed from a global perspective. I.e. carbonate and hydroxide balance out, as spodumene converters may selectively, with short-notice, produce either carbonate or hydroxide; similarly it is common practice to convert carbonate to hydroxide and vice versa.

Figure 12: Global supply and end-use demand, by chemical (Hydroxide LHS, Carbonate RHS)
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

Individual chemical balances on a regional basis do however provide a useful perspective; particularly as onshoring trends increase. These trends are particularly strong for Europe and North America, where countries wish to ensure supply chain continuity against disruption caused by Chinese supply chain dominance. Additionally, Chinese automaker efforts to scale up and take market-share from incumbent automakers in overseas markets has produced an existential crises for North American and European carmakers, which are not only significant sources of government-revenue, but also a source of jobs and national identity.

As a response to this, and in line with GHG mitigation efforts, the United States of America (USA) has passed the Inflation Reduction Act (IRA) of 2022. This significant piece of legislation extends consumer tax credits to incentivize the purchase of EVs, and it also provides tax credits for domestic production of battery cells, battery packs, and critical minerals. These incentives are meant to encourage onshoring and friend-shoring of the EV supply chain, reducing reliance on other countries for essential battery materials and securing the nation's position in the rapidly evolving EV market.

To receive these credits, a certain percentage of critical minerals in the EV battery must be extracted or processed in the USA or a country with a free trade agreement (FTA) with the USA, or recycled in North America. This percentage starts at 40% in 2024 and increases to 80% by 2027. The IRA also requires a certain percentage of battery components to be manufactured or assembled in North America. This percentage starts at 50% in 2024 and increases to 100% by 2029. The IRA also requires that the final assembly of the EV must take place in North America. This requirement is effective immediately.

Additionally, in order for an EV to be eligible for an EV tax credit under the IRA, it must not contain critical minerals or battery components that have been sourced from/produced by a Foreign Entity of Concern (FEOC). The proposed guidelines, which will have to provide guidance until the final rules are released in 2024, leave some ambiguity around the treatment of firms for which non-state Chinese firms control a 25% or greater interest.

By setting these requirements, the IRA incentivizes companies to invest in domestic production and onshoring of the EV supply chain, making them eligible for tax credits and other benefits.

30

There are therefore several financial rewards on offer for automakers that incorporate onshoring into their supply chain.

Lithium is a key component of any LiB supply chain, but despite North America’s significant resources, political will and a long history of extraction (e.g. Kings Mountain and Silver Peak), supply has been unable to keep up with end-use demand (Figure 13)

Figure 13: North American supply and end-use demand, by chemical (Hydroxide RHS, Carbonate LHS)
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast & Rho Motion data

 

North American demand is skewed towards lithium hydroxide over carbonate due to an existing NCM focus in the region. High nickel chemistries are favoured due to their higher energy densities, as well as R&D potential to further improve performance, while LFP offers little upside. That said, demand for LFP has potential to grow in North America as the low- to mid- range EV demand grows. In any case, the choice between carbonate and hydroxide in North America is currently of secondary importance when the North American market is forecast to remain in a deficit for the foreseeable future.

Pricing

Lithium has experienced significant volatility in pricing over the last 10-12 years. In 2012, spodumene pricing was >

Methodology

In order to determine market prices, Benchmark undertakes price assessments and market analysis (for CIF Asia, EXW China, CIF EU, FOB South America, CIF North America, FOB North America, and FOB Australia markets) by contacting and recording primary inputs received by primary market participants. Over time, Benchmark has observed the lithium market moving away from multi-year fixed price contracts towards variably-priced index-linked contracts. Benchmark forecasts CIF Asia, spot prices, utilising separate methodologies for short, medium and long term periods. Benchmark’s short-term outlook is broken down into a quarters. Developments are guided by the aforementioned primary price research conducted by analysts to ascertain the current direction of market pricing. The medium term outlook is primarily based on supply and demand, and is informed by our detailed understanding of the pipeline of new greenfield and brownfield capacity. Benchmark’s long term price methodology is based on an incentive price calculation; this assumes that there will be an ongoing requirement for new greenfield capacity over

31

the course of the forecast period. Benchmark’s long-term incentive price is used in the assessment of project economics and reflects the fact that there will be a need for the development of higher capex projects over time.

Figure 14: Quarterly price forecast for spodumene (6% concentrate) (LHS) and carbonate (RHS)
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

  Figure 15: Annual price forecast for lithium carbonate
Source: Benchmark Mineral Intelligence, Q4 2023 Lithium Forecast

 

Ideal Location

The Snow Lake Lithium™ Project 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™ Project 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.

37Ibid. 

32

 

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

38https://www.hydro.mb.ca/your_home/electric_vehicles/ 

39https://www.gica.global/initiative/north-americas-super-corridor-coalition-nasco 

33

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

34

Operational Overview

We are an emerging lithium company focused on the development of our 100% owned Snow Lake Lithium™ Project 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™ Project, which consists of 133 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™ Project. This Project 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™ Project 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™ Project is situated, is mining friendly, and the Hudson Bay Railway is 65 km to the south of the Snow Lake Lithium™ Project. 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™ Project 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™ Project. 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 processing 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 S Crowduck is our asset holding company. The Snow Lake Lithium™ Project is located in north central Manitoba, measuring about 15 km by 6 km, comprises 133 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™ Project, 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.  

Economic highlights of the Technical Report Summary and Initial Assessment

·The post-tax economics result for all mineral resources (including inferred resources) shows a 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. The inferred mineral resources used in the cash flow represent 12.6% of all mineral resources. 

·The post-tax economics result for measured and indicated mineral resources (no inferred resources) shows a net present value (“NPV”) using a seven percent discount rate of US$1.03 billion and projected post-tax internal rate of return (“IRR”) of 143%, with a payback period of 15 months.   

35

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

Pre-Tax Economic Results
All Mineral Resources (With Inferred Resources)		Measured and Indicated Resources (Without Inferred Resources)
Net Present Value	$1.76 Billion	Net Present Value	$1.52 Billion
Internal Rate of Return	208 %	Internal Rate of Return	175 %
Payback Period	14 Months	Payback Period	15 Months

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

Post-Tax Economic Results
All Mineral Resources (With Inferred Resources)		Measured and Indicated Resources (Without Inferred Resources)
Net Present Value	$1.19 Billion	Net Present Value	$1.03 Billion
Internal Rate of Return	170 %	Internal Rate of Return	143 %
Payback Period	14 Months	Payback Period	15 Months

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

·Projected total initial capital expenditure of US$50 million in year 0, 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 projected capital expenditure 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™ Project are conceptual in nature. This Mineral Resource Estimate is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.

The Technical Report Summary and Initial Assessment presents the detailed cash flow models for all mineral resources and for measured and indicated only along with the sensitivity analysis.

Geology

·Updated mineral resource estimate for the Project in accordance with S-K 1300 of:  

oMeasured resource of 748,632 tonnes grading 1.13% Li2O 

oIndicated resource of 6,560,006 tonnes grading 1.11% Li2O 

oInferred resource of 1,007,119 tonnes grading 0.99% Li2O  

36

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

	Resources
	Amount (Tonnes)	Grades (%Li2O)	Cut-off Grade (%Li2O)	Metallurgical Recovery (%)
Measured Mineral Resources	664,540	1.15	0.3	77
Indicated Mineral Resources	6,275,985	1.11	0.3	77
Measured + Indicated Mineral Resources	6,940,525	1.13	0.3	77
Inferred Mineral Resources	774,657	1.03	0.3	77

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

·Mineral Resources were independently prepared by ABH Engineering Inc. 

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

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

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

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

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

·A 2500 tonne per day mill rate was used. 

·The resources are presented undiluted. 

·Values may not sum due to rounding. 

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

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

	Resources
	Amount (Tonnes)	Grades (%Li2O)	Cut-off Grade (%Li2O)	Metallurgical Recovery (%)
Measured Mineral Resources	84,092	0.98	0.05	91
Indicated Mineral Resources	284,021	1.03	0.05	91
Measured + Indicated Mineral Resources	368,113	1.01	0.05	91
Inferred Mineral Resources	232,462	0.87	0.05	91

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

·Mineral Resources were independently prepared by ABH Engineering Inc. 

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

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

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

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

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

·A 2500 tonne per day mill rate was used. 

·The resources are presented undiluted. 

·Values may not sum due to rounding. 

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

37

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

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

Cut-Off Grade

The calculations for the cut-off grade for the open pit mineral resources and the cut-off grade for the underground mineral resources along with the unit operating costs and recoveries used are presented in the 2023 Technical Report Summary and Initial Assessment.

A conservative cut-off grade of 0.05% Li2O was chosen for open pit mining and 0.3% Li2O for underground mining. These numbers were chosen to ensure that there is sufficient consideration for the inherent risks of mining and the costs associated. A higher cut-off grade decreases the risks due to uncertain market conditions and fluctuating commodity prices.

Mineral Resource Estimate Comparison Between 2022 and 2023

Table 3: Mineral Resource Comparison Between 2022 Fiscal Year and 2023 Fiscal Year

	2022 Fiscal Year			2023 fiscal year
	Amount (tonnes)	Grade (%Li2O)	Contained Li2O	Amount (tonnes)	Grade (%Li2O)	Contained Li2O (% Li2O)	% Change in contained Li2O
Measured Mineral Resources	-	-	-	748,632	1.13	8,473	100%
Indicated Mineral Resources	9,082,600	1.00	90,826	6,560,006	1.11	72,417	-20%
Inferred Mineral Resources	1,967,900	0.98	19,285	1,007,119	0.99	10,006	-48%
					Overall Resource Change		-17%

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

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

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

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

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

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

38

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

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

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™ Project 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™ Project 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.

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.

39

Internal Controls Disclosure

Part of the verification process includes the Qualified Person analyzing the Quality Assurance/Quality Control (QAQC) protocols that were used by Nova/SLR. Another part of the verification process is to analyze the QAQC protocols that are in place at the lab.

The historical drilling (1942-1997) on the TBL property could not be validated. This is because the locations of the holes weren’t surveyed, the logging records are poor and incomplete, assay certificates are unavailable, and no QAQC data is available. This data was useful for geological and exploration purposes; however, this data is not suitable for inclusion in the resource estimate in accordance with SK-1300 regulations.

Previous Site Visit by Canmine Consultants 

The former Qualified Person (Frank Hrdy) had visited the site several times while the drilling campaign was ongoing. He personally discussed core logging and handling procedures. He also had the logging geologist lay out some example core so that the former Qualified Person could verify that the procedures used were industry standard, and acceptable for the purposes of SK- 1300. A follow-up re-logging and re-sampling program was suggested by the Qualified Person. This was to ensure that mineralized sections at the margins of the dike contacts and into the host rock that were missed the first-time logging, were logged to an acceptable standard.

The Qualified Person also conducted a DGPS survey of many of the drill holes but could not locate all of them because drilling was done on frozen ground, and some were under deeper water during his sight visit. He also visited the SGS Laboratory in Saskatoon for a tour of the facilities.

The former Qualified Person’s site visit covered up to hole TBL-024 but did not include any of the 2022 drilling.

Quality Assurance and Quality Control 

QAQC are the major components of quality management. Quality Assurance is “The assembly of all planned and systematic actions necessary to provide adequate confidence that a product, process, or service will satisfy given quality requirements”. Quality control is defined as “The system of activities to verify if the quality control activities are effective”. These systems are designed to monitor precision and accuracy of assay data. Checks for contamination are also performed using these procedures. QAQC checks can also disclose overall sampling-assay variability of the sampling method itself. The QA are checks and procedures which are followed before a batch of samples are sent to the laboratory. This involves the insertion of check samples which include blanks, duplicates, and Certified Reference Standards. QC is the process that is used to check precision of the assay data on returning from the laboratory. This is critical for determining the quality of the data as well as any deviation that exists from the norms. The checks can also be used determine if any re-sampling needs to be performed.

The 2017 drilling program was managed by Dahrouge Geological Consulting Ltd. During the site visit in 2019, the previous Qualified Person was not shown the core handling, logging, sampling, shipping, assaying, security protocols from the 2017 program at the time that he wrote the report. However, he was shown the QAQC program during the, however, the re-logging and re-sampling in August 2019, that was conducted to industry accepted QAQC protocols. In addition, all drill core that was analyzed by Actlabs from the 2017 drilling campaign was re-assayed by SRC.

QAQC protocols consist of the regular insertion of blanks, duplicates, and Certified Reference Standards (OREAS 147, 148, 149 and 999) with every 20-sample batch. Drill core samples that were a part of the TBL Project were sent to SRC labs in Saskatoon for preparation and analyses and the duplicates and check samples were sent to SGS Laboratories in Lakefield, Ontario.

Core boxes were inventoried, meterage blocks were verified, core recoveries and RQD were estimated, and bulk densities were determined. The core was logged and relevant data on lithologies, mineralogy, and structures were documented, and sampling intervals designated. An experienced logging geologist and technician followed standard core logging, cutting and sampling protocols.

The detailed sampling method and approach are presented in the 2023 Technical Report Summary and Initial Assessment.

40

Grade Distribution 

The lithium grade in the deposits is largely controlled by the presence or absence of spodumene. The highest grade encountered was 5.88% Li2O in DH GRP-014 from 198.22-198.87 m.

Database Verification 

The TBL and GR databases are well structured and complete. The personnel in the core shack maintained a digital library of all hand-written source data sheets (drill logs, core inventory, RQDs, sampling sheets, bulk density),

The Qualified Person performed a random audit of the assay certificates for holes TBL-007 and TBL-031. Hole TBL-007 was analyzed by SRC while hole 31 was assayed by SGS. When the database was compared to the assay certificates, no errors were found.

In the Qualified Person’s opinion all drill holes on the TB and GR deposits drilled by Nova, Quantum and Snow Lake Lithium are suitable for this resource estimate, while historic holes were not included. Industry best practices have been observed and followed, and the data sets are current.

Drill Hole Collar Verification During Site Visit 

Drill hole locations for 32 holes were located by the Qualified Person during his site visit and can be found in the appendix section of this report.

 

Photo of drill pad with casing left in and a picket labelled TBL 054

41

 

Close up view of wooden picket for DH TBL-054 with flagging tape

42

 

Drill hole location marked by metal flag

Opinion of the Author 

The QP is satisfied with regards to data verification, the database and QAQC protocols that were in place for the project.

It was noted that there was a fair amount of scatter for the Certified Reference Materials especially for OREAS 148 and 149. The standards showed a low to high migrating bias between insertions. This level of error is acceptable for this Initial Assessment. The QP has suggested that a QAQC remediation program to be conducted which is already underway. This remediation program is essential going forward to the pre-feasibility stage.

Estimation Methodology

  Leapfrog Geo and Leapfrog Edge were instrumental in the geological modeling and resource estimation of a lithium project, employing a block model with dimensions of 4x4x4 meters to ensure a precise representation of the mineral deposit. The use of Ordinary Kriging, coupled with a 0.3% Li2O cut-off and without imposing an upper grade cap, accurately captured the deposit's natural grade variability.

For the Thompson Brothers site, the estimation framework was anchored by two search ellipsoids: the primary with an orientation of 305°, complemented by a secondary, larger ellipsoid to expand the search in mineral-rich areas. Classification criteria specified distances of 175 meters for Inferred, 105 meters for Indicated, and 65 meters for

43

Measured resources. The site utilized 219 composite samples, each 2.0 meters in length, ensuring detailed and accurate resource estimation.

At the Grass River site, a customized approach was adopted for each dike:

Dike 1 featured three search ellipsoids, with maximum search distances of 155 meters for Inferred, 50 meters for Indicated, and 35 meters for Measured categories.

Dike 2 was evaluated using an intermediate ellipsoid (90 m by 60 m) and a larger one (165 m by 85 m), oriented at 216° and 219°, respectively.

Dike 3 incorporated a single ellipsoid with dimensions of 160 m by 80 m and an orientation of 226°.

Dike 4 employed one ellipsoid, sized at 150 m by 60 m, with an orientation of 205°.

Grade estimation for the Grass River site was refined using 1-meter composites for Dikes 3 & 4, and 2-meter composites for Dikes 1 & 2, with all Thompson Brothers composites uniformly set at 2.0 meters. A total of 99 composite samples, approximately 2 meters in length, were utilized at the Grass River site, complementing the comprehensive estimation approach.

A specific gravity of 2.7 g/cm³ was consistently applied across the project for tonnage calculations. The strict adherence to a principle requiring each block to contain a minimum of two and a maximum of 15-20 composite samples within the search radius contributed to the enhancement of the estimation process's precision and reliability.

1% Li2O DSO Price	$504/ per tonne
6% Li2O Concentrate Price	$3500/per tonne
Open Pit Mining Cost/tonne	$4.85
Underground Mining Cost/tonne	$33.46
Overall Sorter Recovery	83%
Overall Process Recovery	80%
Overall Recovery	66%
Processing Cost/tonne processed	$15.82
Open pit G&A Cost per tonne mined	$0.50
Underground G&A Cost per tonne mined	$1.00
1% Li2O DSO Haulage Cost/tonne	$100
6% Li2O Concentrate Haulage Cost/tonne	$15

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™ Project. 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.

44

Location and Description of Snow Lake Lithium™ Project

The Snow Lake Lithium™ Project is located in north central Manitoba, approximately 20 km (12.4 miles) east of the mining community of Snow Lake.

 

The Snow Lake Lithium™ Project comprises 133 mineral claims covering 24,515 hectares (60,577-acres) and is nearly four times the size of Manhattan. It straddles Crowduck Bay at the northeastern end of Lake Wekusko. The Snow Lake Lithium™ Project 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.

45

 

46

 

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.

The Snow Lake Lithium™ Project 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 cratons along complex convergent plate boundaries.

The Snow Lake Lithium™ Project 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  Snow Lake Lithium™ Project 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  Snow Lake Lithium™ Project are 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.

47

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 85° 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™ Project. 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 lithium pegmatite. This cluster, known as the Grass River lithium 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 quartz 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 Dyke SG-1 and SG-2. Here, three spodumene bearing outcrops have been mapped more than a 150 m strike length, trending east.

History of Snow Lake Lithium™ Project and Exploration Status

No records documenting the original discovery of lithium enriched pegmatite dykes on the Snow Lake Lithium™ Project have been located. Since the early 1940s various portions of the current Snow Lake Lithium™ Project have been explored by several companies. Certain target areas on the Snow Lake Lithium™ Project 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™ Project”.

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).

48

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™ Project, at that time consisting of the 20 claims, from Strider Resources and entered into an option financing agreement with TBL (then known as MMPL), at that time Nova”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™ Project (20 claims, 2,277 hectares, approximately 5626.59 acres).

During the winter of 2018, TBL (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.

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.

49

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.

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.

Further Metallurgical Testing of the Grass River Deposit Samples

The most recent metallurgical testwork was completed March 2023, SGS Lakefield has completed a scoping level metallurgical testwork program on the Grass River Lithium Deposit samples. The samples were crushed and screened at ½'’. The oversize fraction was sent for ore sorting testing with Steinert, and the passing fraction was stored for future testwork.

The objective of the tests was to achieve a final production of spodumene concentrate exceeding 6% and containing less than 1% Fe2O3, all while optimizing lithium recovery.

The Bond Ball Mill Work Index for the ore was determined to be 16.4 kWh/t. Magnetic separation effectively removed iron impurities, achieving less than 1.2% Fe2O3 after Dense Media Separation (DMS). The loss of lithium due to magnetic separation was less than 0.4% for Grass River ore. Dense Media Separation tests for the Grass River deposit showed a concentrate grade of 6.45% Li2O, at 67% Li2O recovedry. Mid-sizes and fines were collected and further

50

processed in a series of flotation, resulting in spodumene concentrate collected at 6.17% Li2O with a recovery of 91%. The combined Li2O recovery of the process is approximately 83.5%.

Ownership of the Snow Lake Lithium™ Project

The Snow Lake Lithium™ Project comprises 133 mineral claims, covering 24,515 hectares (approximately 60,577 acres).

Below is a list of the claim names, numbers, areas ownership and expiry dates. All claims are registered with the Manitoba Mineral Resources Division. Property surface rights are held by the Crown.

Number	Name	Disposition	Issue Date	Good To Date	Expiry Date	Area (ha)	Status	Note:
MB1052	ADD 1052	Mining Claim	2001-07-20	2030-07-20	2030-09-18	235	GOOD STANDING	1
MB1053	ADD 1053	Mining Claim	2001-07-20	2030-07-20	2030-09-18	83	GOOD STANDING	1
MB12130	BAZ 12130	Mining Claim	2017-12-05	2029-12-05	2030-02-03	192	GOOD STANDING	2
MB12132	BAZ 12132	Mining Claim	2017-12-05	2030-12-05	2031-02-03	256	GOOD STANDING	2
MB12631	PGB12631	Mining Claim	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING	6
MB12632	PGB12632	Mining Claim	2022-10-12	2024-10-12	2024-12-11	192	GOOD STANDING	6
MB12633	PGB12633	Mining Claim	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING	6
MB12634	PGB12634	Mining Claim	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING	6
MB12635	PGB12635	Mining Claim	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING	6
MB12900	PGB2900	Mining Claim	2022-01-20	2024-01-20	2024-03-20	256	GOOD STANDING	5
MB12901	PGB2901	Mining Claim	2022-01-20	2024-01-20	2024-03-20	256	GOOD STANDING	5
MB12902	PGB2902	Mining Claim	2022-01-20	2024-01-20	2024-03-20	256	GOOD STANDING	5
MB12903	PGB2903	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12904	PGB2904	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12905	PGB2905	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12906	PGB2906	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12907	PGB2907	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12908	PGB2908	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12909	PGB2909	Mining Claim	2022-01-21	2024-01-21	2024-03-21	112	GOOD STANDING	5
MB12910	PGB2910	Mining Claim	2022-01-21	2024-01-21	2024-03-21	112	GOOD STANDING	5
MB12911	PGB2911	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12912	PGB2912	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12913	PGB2913	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12914	PGB2914	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12915	PGB2915	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12916	PGB2916	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12917	PGB2917	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12918	PGB2918	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12919	PGB2919	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12920	PGB2920	Mining Claim	2022-01-21	2024-01-21	2024-03-21	144	GOOD STANDING	5
MB12921	PGB2921	Mining Claim	2022-01-21	2024-01-21	2024-03-21	174	GOOD STANDING	5
MB12922	PGB2922	Mining Claim	2022-01-21	2024-01-21	2024-03-21	152	GOOD STANDING	5
MB12923	PGB2923	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12924	PGB2924	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12925	PGB2925	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12926	PGB2926	Mining Claim	2022-01-21	2024-01-21	2024-03-21	212	GOOD STANDING	5
MB12927	PGB2927	Mining Claim	2022-01-21	2024-01-21	2024-03-21	202	GOOD STANDING	5
MB12928	PGB2928	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12929	PGB2929	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12934	PGB2934	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12935	PGB2935	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12936	PGB2936	Mining Claim	2022-01-21	2024-01-21	2024-03-21	136	GOOD STANDING	5
MB12937	PGB2937	Mining Claim	2022-01-21	2024-01-21	2024-03-21	64	GOOD STANDING	5
MB12938	PGB2938	Mining Claim	2022-01-21	2024-01-21	2024-03-21	178	GOOD STANDING	5
MB12939	PGB2939	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12940	PGB2940	Mining Claim	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING	5
MB12941	PGB2941	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12942	PGB2942	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12943	PGB2943	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12944	PGB2944	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12945	PGB2945	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12946	PGB2946	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12947	PGB2947	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12954	PGB2954	Mining Claim	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING	5
MB12955	PGB2955	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12956	PGB2956	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12957	PGB2957	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12958	PGB2958	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5

51

MB12959	PGB2959	Mining Claim	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING	5
MB12960	PGB2960	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12961	PGB2961	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12962	PGB2962	Mining Claim	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING	5
MB12963	PGB2963	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12964	PGB2964	Mining Claim	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING	5
MB12965	PGB2965	Mining Claim	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING	5
MB12967	ROCH2967	Mining Claim	2022-01-30	2024-01-30	2024-03-30	72	GOOD STANDING	5
MB12968	ROCH2968	Mining Claim	2022-01-30	2024-01-30	2024-03-30	256	GOOD STANDING	5
MB12969	ROCH2969	Mining Claim	2022-01-30	2024-01-30	2024-03-30	139	GOOD STANDING	5
MB12970	ROCH2970	Mining Claim	2022-01-30	2024-01-30	2024-03-30	248	GOOD STANDING	5
MB12972	ROCH2972	Mining Claim	2022-01-30	2024-01-30	2024-03-30	99	GOOD STANDING	5
MB12973	ROCH2973	Mining Claim	2022-01-30	2024-01-30	2024-03-30	75	GOOD STANDING	5
MB12974	ROCH2974	Mining Claim	2022-10-12	2024-10-12	2024-12-11	89	GOOD STANDING	6
MB12975	ROCH2975	Mining Claim	2022-10-12	2024-10-12	2024-12-11	148	GOOD STANDING	6
MB12976	ROCH2976	Mining Claim	2022-10-12	2024-10-12	2024-12-11	104	GOOD STANDING	6
MB12977	PGB12977	Mining Claim	2022-10-12	2024-10-12	2024-12-11	216	GOOD STANDING	6
MB12978	PGB12978	Mining Claim	2022-10-12	2024-10-12	2024-12-11	192	GOOD STANDING	6
MB12979	PGB2979	Mining Claim	2022-10-12	2024-10-12	2024-12-11	192	GOOD STANDING	6
MB13493	TBL 001	Mining Claim	2018-04-06	2025-04-06	2025-06-05	256	GOOD STANDING	3
MB13494	TBL 002	Mining Claim	2018-04-06	2025-04-06	2025-06-05	243	GOOD STANDING	3
MB13495	TBL 003	Mining Claim	2018-04-06	2025-04-06	2025-06-05	78	GOOD STANDING	3
MB13496	TBL 004	Mining Claim	2018-04-06	2025-04-06	2025-06-05	151	GOOD STANDING	3
MB13497	TBL 005	Mining Claim	2018-04-06	2025-04-06	2025-06-05	67	GOOD STANDING	3
MB13498	TBL 006	Mining Claim	2018-04-06	2025-04-06	2025-06-05	230	GOOD STANDING	3
MB13499	TBL 007	Mining Claim	2018-04-06	2025-04-06	2025-06-05	185	GOOD STANDING	3
MB13500	TBL 008	Mining Claim	2018-04-06	2025-04-06	2025-06-05	78	GOOD STANDING	3
MB13501	TBL 009	Mining Claim	2018-04-06	2025-04-06	2025-06-05	206	GOOD STANDING	3
MB13502	TBL 010	Mining Claim	2018-04-06	2025-04-06	2025-06-05	173	GOOD STANDING	3
MB13503	TBL 011	Mining Claim	2018-04-06	2025-04-06	2025-06-05	72	GOOD STANDING	3
MB13504	TBL 012	Mining Claim	2018-04-06	2025-04-06	2025-06-05	250	GOOD STANDING	3
MB13505	TBL 013	Mining Claim	2018-04-06	2025-04-06	2025-06-05	237	GOOD STANDING	3
MB13506	TBL 014	Mining Claim	2018-04-06	2025-04-06	2025-06-05	121	GOOD STANDING	3
MB13507	TBL 015	Mining Claim	2018-04-06	2025-04-06	2025-06-05	256	GOOD STANDING	3
MB13508	TBL 016	Mining Claim	2018-04-06	2025-04-06	2025-06-05	220	GOOD STANDING	3
MB13509	TBL 017	Mining Claim	2018-04-06	2025-04-06	2025-06-05	240	GOOD STANDING	3
MB13510	TBL 018	Mining Claim	2018-04-06	2025-04-06	2025-06-05	256	GOOD STANDING	3
MB13784	HERB 15	Mining Claim	2021-06-23	2024-06-23	2024-08-22	60	GOOD STANDING	4
MB13785	HERB 5	Mining Claim	2021-06-24	2024-06-24	2024-08-23	64	GOOD STANDING	4
MB13851	HERB 1	Mining Claim	2021-06-19	2024-06-19	2024-08-18	240	GOOD STANDING	4
MB13852	HERB 2	Mining Claim	2021-06-19	2024-06-19	2024-08-18	256	GOOD STANDING	4
MB13853	HERB 3	Mining Claim	2021-06-19	2024-06-19	2024-08-18	189	GOOD STANDING	4
MB13854	HERB 4	Mining Claim	2021-06-19	2024-06-19	2024-08-18	82	GOOD STANDING	4
MB13855	HERB 21	Mining Claim	2021-06-24	2024-06-24	2024-08-23	50	GOOD STANDING	4
MB13856	HERB 6	Mining Claim	2021-06-19	2024-06-19	2024-08-18	163	GOOD STANDING	4
MB13857	HERB 7	Mining Claim	2021-06-19	2024-06-19	2024-08-18	88	GOOD STANDING	4
MB13858	HERB 8	Mining Claim	2021-06-22	2024-06-22	2024-08-21	174	GOOD STANDING	4
MB13859	HERB 9	Mining Claim	2021-06-22	2024-06-22	2024-08-21	246	GOOD STANDING	4
MB13860	HERB 10	Mining Claim	2021-06-22	2024-06-22	2024-08-21	252	GOOD STANDING	4
MB13861	HERB 11	Mining Claim	2021-06-20	2024-06-20	2024-08-19	250	GOOD STANDING	4
MB13862	HERB 12	Mining Claim	2021-06-20	2024-06-20	2024-08-19	138	GOOD STANDING	4
MB13863	HERB 13	Mining Claim	2021-06-23	2024-06-23	2024-08-22	138	GOOD STANDING	4
MB13864	HERB 14	Mining Claim	2021-06-23	2024-06-23	2024-08-22	219	GOOD STANDING	4
MB13865	HERB 22	Mining Claim	2021-06-24	2024-06-24	2024-08-23	56	GOOD STANDING	4
MB13866	HERB 16	Mining Claim	2021-06-23	2024-06-23	2024-08-22	40	GOOD STANDING	4
MB13867	HERB 17	Mining Claim	2021-06-23	2024-06-23	2024-08-22	106	GOOD STANDING	4
MB13868	HERB 18	Mining Claim	2021-06-24	2024-06-24	2024-08-23	32	GOOD STANDING	4
MB13869	HERB 19	Mining Claim	2021-06-24	2024-06-24	2024-08-23	124	GOOD STANDING	4
MB13870	HERB 20	Mining Claim	2021-06-24	2024-06-24	2024-08-23	220	GOOD STANDING	4
MB5735	CRO 5735	Mining Claim	2010-02-11	2030-02-11	2030-04-12	216	GOOD STANDING	2
MB5736	CRO 5736	Mining Claim	2010-02-11	2030-02-11	2030-04-12	202	GOOD STANDING	2
MB5737	CRO 5737	Mining Claim	2010-02-11	2030-02-11	2030-04-12	250	GOOD STANDING	2
MB6301	ADD 6301	Mining Claim	2006-03-24	2030-03-24	2030-05-23	110	GOOD STANDING	1
MB6303	ADD 6303	Mining Claim	2008-03-17	2030-03-17	2030-05-16	180	GOOD STANDING	1
MB6305	ADD 6305	Mining Claim	2009-02-11	2030-02-11	2030-04-12	224	GOOD STANDING	1
MB9830	ADD 9830	Mining Claim	2018-03-06	2030-03-06	2030-05-05	40	GOOD STANDING	1
P2818F	ADD 13	Mining Claim	1994-09-30	2030-09-30	2030-11-29	16	GOOD STANDING	1
P3033F	ADD 3033	Mining Claim	1995-04-21	2031-04-21	2031-06-20	32	GOOD STANDING	1
P3035F	ADD 3035	Mining Claim	1995-04-21	2030-04-21	2030-06-20	53	GOOD STANDING	1
P3203F	ADD 3203	Mining Claim	1995-09-11	2030-09-11	2030-11-10	82	GOOD STANDING	1
P7463B	THOMPSON #2	Mining Claim	1964-11-05	2032-11-05	2031-01-04	21	GOOD STANDING	1
P7464B	THOMPSON #3	Mining Claim	1964-11-05	2032-11-05	2031-01-04	21	GOOD STANDING	1

52

W47378	THOMPSON 7	Mining Claim	1982-07-08	2030-07-08	2030-09-06	16	GOOD STANDING	1
W47380	THOMPSON 6	Mining Claim	1982-07-08	2033-07-08	2031-09-06	16	GOOD STANDING	1
W49853	ADD 49853	Mining Claim	1996-04-22	2033-04-22	2031-06-21	32	GOOD STANDING	1

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 (TBL) (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 / TBL 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 TBL. March 08, 2019 Snow Lake purchased TBLPL from Nova  (TBL had 80% rights to the project). At this time Snow Lake held 20% from PLAN, and the remaining 80% through their purchase of TBL 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 4, 2018 

4 -These claims were staked by the Company during May and June, 2021 

5 -These claims were staked by the Company during December 2021 and January 2022.   

6 -These claims were staked by the Company in September 2022. 

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.

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.

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.

53

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.

Local Resources

Snow Lake is the closest community to the Snow Lake Lithium™ Project . Snow Lake had a permanent resident population of 1,088 in 2021 and has 604 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 one doctors, an ambulance, three fire truck, a 3-person RCMP detachment, an RBC bank branch, grocery and hardware stores, one hotels/motel, two 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™ Project. The nearest rail access is at the Wekusko siding, approximately 65 km southeast of the Snow Lake Lithium™ Project.

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™ Project, 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™ Project, and we have not established any exploration infrastructure on the property.

The area of the Snow Lake Lithium™ Project 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 Snow Lake Lithium™ Project  can be used for hauling purposes.

Physiography

The Snow Lake Lithium™ Project is located along the southern edge of the Precambrian Shield within the Wekusko Eco-district, Churchill River Upland Eco-region, Boreal Shield Eco-zone.

54

The Snow Lake Lithium™ Project  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 Snow Lake Lithium™ Project  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.

Geological Setting and Mineralization

Regional Geological Setting

The Snow Lake Lithium™ Project 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

55

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™ Project. The Zoro pegmatites are located about 5 km east of the Snow Lake Lithium™ Project and are not part of the project. 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.

 

Project Geology and Lithium Mineralization

The Snow Lake Lithium™ Project 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  Snow Lake Lithium™ Project 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

56

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.

Thompson Brothers (TBL) Dykes

The TBL  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 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  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.

57

 

58

 

Grass River (GR) Dykes

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.

The GR 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%

59

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 GR dykes. Here, three spodumene bearing outcrops were mapped over a 150 m strike length, trending east. One grab sample from the GR dyke graded 3.78 % Li2O.

2022 Exploration Activities for Snow Lake Lithium™ Project

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.

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.

GR Pegmatite and Related Dykes

The GR 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 GR 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.

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 GR dyke set. The contract for the metallurgical work was awarded to SGS Laboratories Canada Inc. of Lakefield, Ontario. From both the TBL and GR 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 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. The study 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.

60

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™ Project 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™ Project is large and, we believe, is host to valuable lithium resources. Our Snow Lake Lithium™ Project 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™ Project hosts several identified spodumene pegmatite dykes with high-grade lithium found to date. With only 1% of the Snow Lake Lithium™ Project explored to date, we believe that there are many additional lithium bearing pegmatites on the Snow Lake Lithium™ Project 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™ Project, 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™ Project 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. 

 ●We are strategically located in the North American market. Our Snow Lake Lithium™ Project 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™ Project, 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 are planning to undertake a PFS on the Snow Lake Lithium™ Project. 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. 

61

 ●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.

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.

62

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 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.

63

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™ Project” 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”) was revised on March 19, 2024, and 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 amended and restated consolidated financial statements and the related notes thereto for the years ended June 30, 2023 (the “Restated 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 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.

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 United States 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 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 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 battery-grade lithium hydroxide to the growing electric vehicle and battery storage markets. The Company is not expected to start generating revenues until the fourth quarter of 2024, 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™ Project. Our objective is to develop a world-class lithium mine in the Province of Manitoba and to become the first fully energy renewable lithium concentrate and lithium hydroxide 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

64

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, local sources.

The Snow Lake Lithium™ Project

Our 100% owned Snow Lake Lithium™ Project covers a 59,587-acre site that has only been 1% explored and contains an identified-to-date 8.2 million metric tonnes measured, indicated and inferred resource at between 0.99% and 1.13% Li2O. The Snow Lake Lithium™ Project 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. Assuming our successful execution of the required exploration and development steps and operating in accordance with our ESG corporate principals, we expect to be in a strong position to be able to exploit, through offtake agreements with OEM manufacturers, the anticipated rising demand for lithium hydroxide to meet the burgeoning needs of the EV battery and related markets in North America and beyond.

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

65

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.

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.

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 24,114 hectares (59,587-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 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 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.

66

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 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 (GRP) 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.

67

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
	$	$	$
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	2,630,249	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	-	-
	(16,165,115)	(11,069,570)	(595,598)
	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	(15,462,945)	(9,446,454)	(552,436)

During Fiscal 2023, the Company incurred total operating expenses of $16,165,115, 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 totalled $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. On the other hand, 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 totalled $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 $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 totalled $2,630,249 (2022 – $8,035,506; 2021 – $nil), for a decrease of $5,405,257 from 2022. In January 2023, the Company granted restricted share units (“RSUs”) and stock  

68

options to certain officers and directors, where yielded fair values 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 totalled $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 totalled $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 totalled $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 totalled $248,746 (2022 – $112,074; 2021 – $nil), for an increase of $136,672 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 totalled $141,446 (2022 – $236,926; 2021 – $22,244), 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 $15,462,945 (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).

69

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.

	2023	2022	2021
	$	$	$
Operating Activities
Net loss for the year	(15,462,945)	(9,446,454)	(552,436)
Adjustments for non-cash items	4,426,669	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.

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

70

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 $3,883,529 (June 30, 2022 – $1,780,877; June 30, 2021 – $1,374,819), for a working capital of $1,032,707 (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. In the past year, the Company had substantially built up financial position through the raising of funds from the IPO and by conversion certain outstanding debentures and was able to raise additional funds from the Offering subsequent to year-end. 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 3(e) to the Restated 2023 Financials.

Summary of Significant Accounting Policies

The significant accounting policies used by the Company are described in greater detail in Note 4 to the Restated 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.

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.

71

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.

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

72

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.

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

73

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.

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.

74

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.

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

75

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 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 acquisitions, 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. 

76

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 earned or paid in cash (C$)		Option awards (C$)		Common Share Awards (C$)		Cash Bonus (C$)	Total (C$)		Outstanding options as of June 30, 2023 (Common Shares)
All directors and senior management as a group, consisting of 8 persons		3,921,502		1,515,266		907,250	334,738		6,678,756		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$346,654 and US$371,886 per fiscal year, respectively, to our directors and executive officers as a group.

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

77

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.

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

78

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.

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.

79

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.

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

80

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.

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

81

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.

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.

82

●	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 Company intends to follow the Home Country Practices instead.
●	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.

83

	Common Shares Beneficially Owned(1)
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	%

*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  

84

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.

85

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		951,347		687,585		200,858
Cash Payment		334,738		-		-
Exploration and evaluation expenditures		415,325		220,765		48,000
Addendum payments		2,554,830		-		-
Total		4,256,240		908,350		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 25 to the financial statements for more details).

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$$2,422,516 (2022 – C$8,035,506; 2021 – $nil) was recorded in connection with the vesting of these securities.

86

Other related party transactions

On January 25, 2023, the Company issued 240,000 common shares from the Shares-for-Debt Settlement as disclosed in Note 15(f) to the financial statements. As a result of the Shares-for-Debt Settlement, the Company recorded a loss on settlement of $157,501 on the consolidated statements of loss and comprehensive loss.

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.

87

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.

88

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.”

89

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.

90

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. 

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

91

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. 

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,

92

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 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.

93

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.

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

94

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 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.-

95

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. 

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. 

96

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.

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.

97

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.

98

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.

99

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.

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.

100

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.

“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. 

101

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.

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  

102

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.

103

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	Certificate of Incorporation dated May 25, 2018 and Articles of Incorporation of Snow Lake Resources Ltd. (incorporated by reference to Exhibit 3.1 to Registration Statement on Form F-1 filed on March 26, 2021)
1.2	Certificate of Amendment dated November 9, 2020 and Articles of Amendment of Snow Lake Resources Ltd. (incorporated by reference to Exhibit 3.2 to Registration Statement on Form F-1 filed on March 26, 2021)
1.3	Certificate of Amendment dated October 7, 2021 and Articles of Amendment of Snow Lake Resources Ltd. (incorporated by reference to Exhibit 3.3 to Amendment No. 4 to Form F-1 filed on October 22, 2021)
1.4	Certificate of Amendment dated October 21, 2021 and Articles of Amendment of Snow Lake Resources Ltd. (incorporated by reference to Exhibit 3.4 to Amendment No. 4 to Form F-1 filed on October 22, 2021)
1.5	Bylaws of Snow Lake Resources Ltd. (incorporated by reference to Exhibit 3.4 to Registration Statement on Form F-1 filed on March 26, 2021)
2.1*	Description of Securities Pursuant to Section 12 of the Exchange Act as of June 30, 2022
4.1	Definitive Agreement, dated April 21, 2016, between Strider Resources Limited and Ashburton Ventures Inc. (incorporated by reference to Exhibit 10.1 to Registration Statement on Form F-1 filed on March 26, 2021)
4.2	Option Financing Agreement, dated September 26, 2016, between Ashburton Ventures Inc. and Manitoba Minerals Pty Ltd. (incorporated by reference to Exhibit 10.2 to Registration Statement on Form F-1 filed on March 26, 2021)
4.3	Amending Agreement, dated April 12, 2017, between Ashburton Ventures Inc. and Manitoba Minerals Pty Ltd. (incorporated by reference to Exhibit 10.3 to Registration Statement on Form F-1 filed on March 26, 2021)
4.4	Purchase of the Thompson Project Option Interest Agreement, dated November 14, 2018, between Progressive Planet Solutions Inc. and Snow Lake Resources Ltd.. (incorporated by reference to Exhibit 10.4 to Registration Statement on Form F-1 filed on March 26, 2021)
4.5	Agreement dated November 15, 2018, among Strider Resources Limited, Progressive Planet Solutions Inc. and Snow Lake Resources Ltd.. (incorporated by reference to Exhibit 10.5 to Registration Statement on Form F-1 filed on March 26, 2021)
4.6	Sale of Shares Agreement, dated March 8, 2019, among Nova Minerals Ltd, Manitoba Minerals Pty Ltd and Snow Lake Resources Ltd. (incorporated by reference to Exhibit 10.6 to Registration Statement on Form F-1 filed on March 26, 2021)
4.7	Amending Agreement, dated April 1, 2019, among Nova Minerals Ltd., Snow Lake Resources Ltd. and Manitoba Minerals Pty Ltd. (incorporated by reference to Exhibit 10.7 to Registration Statement on Form F-1 filed on March 26, 2021)
4.8	Consulting CEO Agreement dated December 2, 2020 between Snow Lake Resources Ltd. and Philip Gross (incorporated by reference to Exhibit 10.8 to Registration Statement on Form F-1 filed on March 26, 2021)
4.9	Consultant Agreement dated December 2, 2020 between Snow Lake Resources Ltd. and Derek Knight (incorporated by reference to Exhibit 10.9 to Registration Statement on Form F-1 filed on March 26, 2021)
4.10	Consultant Agreement dated January 1, 2019 between Snow Lake Resources Ltd. and Dale Schultz (incorporated by reference to Exhibit 10.10 to Registration Statement on Form F-1 filed on March 26, 2021)

104

4.11	Consulting Services Agreement dated February 25, 2021 between Snow Lake Resources Ltd. and Fintera Consulting Inc. (incorporated by reference to Exhibit 10.11 to Registration Statement on Form F-1 filed on March 26, 2021)
4.12	Snow Lake Resources Ltd. Stock Option Plan dated May 1, 2019 (incorporated by reference to Exhibit 10.12 to Registration Statement on Form F-1 filed on March 26, 2021)
4.13	Grant Agreement dated October 7, 2020 between MMDF Corporation and the Registrant (incorporated by reference to Exhibit 10.13 to Registration Statement on Form F-1 filed on March 26, 2021)
4.14	Memorandum of Understanding dated March 24, 2021 between Meglab Electronique Inc. and Snow Lake Resources Ltd. (incorporated by reference to Exhibit 10.14 to Registration Statement on Form F-1 filed on March 26, 2021)
4.15	Form of Independent Director Agreement (incorporated by reference to Exhibit 10.2 to Form F-3 filed on June 1, 2023)
4.16	Form of Indemnity Agreement (incorporated by reference to Exhibit 10.3 to Form F-3 filed on June 1, 2023)
4.17	Form of Lock-Up Agreement (included in Exhibit 1.1) (incorporated by reference to Exhibit 10.17 to Amendment No. 4 to Form F-1 filed on October 22, 2021)
4.18	Form of Subscription Agreement for Unsecured Convertible Debenture dated December 2020 of Snow Lake Resources Ltd. (incorporated by reference to Exhibit 10.18 to Amendment No. 5 to Form F-1 filed on October 27, 2021)
4.19	Form of Unsecured Convertible Debenture dated February 2021 of Snow Lake Resources Ltd. (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to Form F-1 filed on October 27, 2021)
4.20	Snow Lake Resources Ltd. Amended and Restated Stock Option Plan adopted on October 26, 2021 (incorporated by reference to Exhibit 10.20 to Amendment No. 5 to Form F-1 filed on October 27, 2021)
4.21	Snow Lake Resources Ltd. Form of Stock Option Agreement (incorporated by reference to Exhibit 10.21 to Amendment No. 5 to Form F-1 filed on October 27, 2021)
4.22	Snow Lake Resources Ltd. Form of Note Conversion Agreement (incorporated by reference to Exhibit 10.22 to Amendment No. 6 to Form F-1 filed on November 4, 2021)
4.23*	Consultant Agreement dated November 1, 2021 between Snow Lake Resources Ltd. and DJS Consulting Inc.
4.24*	Consultant Agreement dated November 1, 2021 between Snow Lake Resources Ltd. and Surge Wealth Inc.
4.25*	Consultant Agreement dated November 1, 2021 between Snow Lake Resources Ltd. and Temple Global Asset Management LLC
4.26*	Form of Addendum to Consulting Services Agreement dated August 1, 2022
4.27*	Memorandum of Understanding between Snow Lake Resources Ltd. and Epiroc Canada Inc. dated April 11, 2022
4.28*	Snow Lake Resources Ltd. Amended and Restated Stock Option Plan adopted on September 7, 2022
4.29*	Memorandum of Understanding between Snow Lake Resources Ltd. and LG Energy Solution dated September 22, 2022
4.30	Consultant Agreement dated March 28, 2023 between Snow Lake Resources Ltd. and DJS Consulting Inc. (incorporated by reference to Exhibit 10.6 to Form F-3 filed on June 1, 2023)
4.31	Executive Employment Agreement between Snow Lake Resources Ltd. and Frank Wheatley dated July 14, 2023 (included in Exhibit 1.1) (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to Form F-3 filed on August 4, 2023)
8.1*	List of Subsidiaries of the Registrant
11.1	Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to Registration Statement on Form F-1 filed on March 26, 2021)
12.1**	Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
12.2**	Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
13.1***	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1**	Consent of De Visser Gray LLP

105

15.2**	Consent of Qualified Person – ABH Engineering Inc.
15.3**	Consent of Qualified Person – SLR Consulting (Canada) Ltd.
15.4**	Amended and Restated Technical Report Summary – Initial Assessment of the Snow Lake Lithium Project – Manitoba, Canada, dated August 9, 2023, revision dated May 9, 2024
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).

*Previously filed on Form 20-F on October 31, 2023 (SEC File No. 001-41085) and incorporated herein by reference. 

**Filed herewith. 

***Furnished herewith. 

106

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 2 to 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.
By:	/s/ Frank Wheatley	By:	/s/ Keith Li
Name:	Frank Wheatley	Name:	Keith Li
Title:	Chief Executive Officer (Principal Executive Officer)	Title:	Chief Financial Officer (Principal Financial and Accounting Officer
Date:	May 30, 2024	Date:	May 30, 2024

107

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 01054)	F-3
Consolidated Statements of Financial Position	F-5
Consolidated Statements of Loss and Comprehensive Loss	F-6
Consolidated Statements of Changes in Shareholders’ Equity	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9 – F-36

F-1

Snow Lake Resources Ltd. 

Amended and Restated 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.

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.

F-3

Other Matters

Subsequent to the issuance of the previously reported consolidated financial statements for the year ended June 30, 2023, it was determined that the grant of certain restricted share units (“RSUs”) was incorrectly classified under equity as at June 30, 2023. The correct treatment of these RSUs should be a classification as liability on the consolidated statements. See Note 2.

 

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

October 25, 2023, except for Note 2, as to which the date is March 19, 2024

We have served as the Company’s auditor since 2019.

F-4

Snow Lake Resources Ltd.

Amended and Restated Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	As at June 30, 2023	As at June 30, 2022
	$	$
Assets
Current Assets
Cash	3,840,880	23,792,408
Sales tax receivable (Note 5)	181,197	294,164
Prepaids and deposits (Note 6)	883,872	932,150
Due from related party (Note 20)	10,287	10,287
Total Current Assets	4,916,236	25,029,009
Exploration and evaluation assets (Note 7)	21,442,032	12,077,584
Right-of-use assets (Note 8)	60,720	-
Total Assets	26,418,988	37,106,593
Liabilities
Current Liabilities
Accounts payable and accrued liabilities (Note 9)	1,024,134	1,182,449
Due to related parties (Note 20)	86,616	110,274
Loan payable (Note 10)	-	201,157
Lease liabilities – current portion (Note 12)	29,921	-
Derivative liabilities (Note 13)	1,922,246	286,997
Other liabilities (Note 14)	820,612	-
Total Current Liabilities	3,883,529	1,780,877
Lease liabilities (Note 12)	31,107	-
Total Liabilities	3,914,636	1,780,877
Shareholders’ Equity
Share capital (Note 15)	40,570,773	39,733,633
Reserve for restricted share units (Note 16)	86,638	-
Reserve for share-based payments (Note 17)	6,477,565	6,067,323
Reserve for warrants (Note 18)	65,099	70,295
Accumulated deficit	(24,695,723)	(10,545,535)
Total Shareholders’ Equity	22,504,352	35,325,716
Total Liabilities and Shareholders’ Equity	26,418,988	37,106,593
Nature of operations and going concern (Note 1)
Commitments and contingencies (Note 25)
Subsequent events (Note 26)

Approved on behalf of the Board of Directors:
“Brian Imrie” (signed)	“Nochum Labkowski” (signed)
Director	Director

F-5

Snow Lake Resources Ltd.

Amended and Restated 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
Professional fees (Note 13)	6,971,520	698,209	174,211
Directors’ and officers’ consulting fees (Note 19)	3,840,915	687,585	200,858
Stock-based compensation (Notes 14, 16, 17 and 20)	2,630,249	8,035,506	-
Insurance expense	924,834	681,504	-
Consulting fees (Note 13)	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 (Note 9)	2,640	-	-
Interest on loan and debentures (Notes 10 and 11)	1,193	167,873	140,264
Amortization of transaction costs (Note 11)	-	56,512	13,284
Accretion expense (Note 12)	654	-	-
	(16,165,115)	(11,069,570)	(595,598)
Other Items
(Loss) gain on change in fair value of derivative liabilities (Note 13)	(246,460)	1,103,839	32,676
Loss on shares-for-debt settlement (Note 15(f))	(157,502)	-	-
Grant income (Note 14)	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	(15,462,945)	(9,446,454)	(552,436)
Weighted Average Number of Outstanding Shares
Basic and diluted (Note 19)	18,033,851	15,884,041	13,008,669
Net Loss per Share
Basic and diluted (Note 19)	(0.85)	(0.60)	(0.04)

F-6

Snow Lake Resources Ltd.

Amended and Restated Consolidated Statements of Changes in Shareholders’ Equity

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

	Number of Shares	Share Capital	Share-Based Payments Reserve	Restricted Share Units Reserve	Warrants Reserve	Accumulated Deficit	Total
	#	$	$	$	$	$	$
Balance, June 30, 2020	13,008,006	5,745,369	1,154,905	-	26,439	(1,719,088)	5,207,625
Exercise of warrants (Notes 15 and 18)	2,170	4,883	-	-	-	-	4,883
Issuance of warrants from convertible debentures (Notes 11 and 18)	-	-	-	-	90,769	-	90,769
Issuance of finder's warrants from convertible debentures (Notes 11 and 18)	-	-	-	-	2,025	-	2,025
Net loss for the year	-	-	-	-	-	(552,436)	(552,436)
Balance, June 30, 2021	13,010,176	5,750,252	1,154,905	-	119,233	(2,271,524)	4,752,866
Issuance of shares on IPO (Note 15)	3,680,000	34,988,520	-	-	-	-	34,988,520
Share issue costs (Note 15)	-	(4,233,129)	-	-	-	-	(4,233,129)
Issuance of conversion of debentures (Notes 11, 13 and 15)	751,163	857,399	-	-	5,895	-	863,294
Issuance of shares on vesting of RSUs (Notes 15 and 16)	240,000	1,950,645		(1,950,645)	-	-	-
Stock-based compensation (Note 17)	-	-	6,084,861	1,950,645	-	-	8,035,506
Cancellation of stock options (Note 17)	-	-	(1,172,443)	-	-	1,172,443	-
Exercise of warrants (Notes 15 and 18)	243,419	419,946	-	-	(54,833)	-	365,113
Net loss for the year	-	-	-	-	-	(9,446,454)	(9,446,454)
Balance, June 30, 2022	17,924,758	39,733,633	6,067,323	-	70,295	(10,545,535)	35,325,716
Issuance of shares on debt settlement (Note 15(f))	240,000	800,366	-	-	-	-	800,366
Stock-based compensation (Notes 16 and 17)	-	-	1,722,999	86,638	-	-	1,809,637
Cancellation of stock options (Note 17)	-	-	(1,312,757)	-	-	1,312,757	-
Exercise of warrants (Notes 15 and 17)	21,052	36,774	-	-	(5,196)	-	31,578
Net loss for the year	-	-	-	-	-	(15,462,945)	(15,462,945)
Balance, June 30, 2023	18,185,810	40,570,773	6,477,565	86,638	65,099	(24,695,723)	22,504,352

F-7

Snow Lake Resources Ltd.

Amended and Restated Consolidated Statements of Cash Flows

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

	2023	2022	2021
	$	$	$
Operating Activities
Net loss for the year	(15,462,945)	(9,446,454)	(552,436)
Adjustments for non-cash items:
Depreciation on right-of-use assets (Note 8)	2,640	-	-
Interest expenses and accretion (Notes 10 and 11)	1,841	148,406	140,264
Amortization of transaction costs (Note 11)	-	56,512	13,284
Issuance of warrants for investor relations services (Note 13)	409,495	-	-
Issuance of warrants for claims settlement (Note 13)	979,294	-	-
Loss (gain) on change in fair value of derivative liabilities (Note 13)	246,460	(1,103,839)	(32,676)
Loss on shares-for-debt settlement (Note 15(f))	157,502	-	-
Stock-based compensation (Notes 14, 16 and 17)	2,630,249	8,035,506	-
Recovery of accounts payable	-	-	(10,740)
Foreign exchange gain	(812)	(14,000)	-
	(11,036,276)	(2,323,869)	(442,304)
Net change in non-cash working capital items:
Sales tax receivable	112,967	(283,520)	(47)
Prepaids and deposits	66,645	(864,177)	(67,179)
Accounts payable and accrued liabilities (Note 9)	581,531	552,249	84,360
Due to related party	(23,658)	(179,655)	61,694
Cash Flows (used in) Operating Activities	(10,298,791)	(3,098,972)	(363,476)
Financing Activities
Proceeds from issuance of convertible debentures (Note 11)	-	-	805,000
Proceeds from issuance of shares on IPO (Note 15)	-	34,988,520	-
Share issuance costs (Note 15)	-	(2,995,448)	-
Proceeds received from loan (Note 10)	-	873,253	-
Repayment on loan (Note 10)	(201,532)	(679,617)	-
Proceeds from exercise of warrants (Note 15)	31,578	365,114	4,883
Payments made on lease deposit	(18,367)	-	-
Lease payments (Note 8)	(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
Supplemental Information
Exploration and evaluation assets in accounts payable	388,107	485,089	117,015

F-8

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

1.Nature of Operations and Going Concern 

Snow Lake Resources Ltd., d/b/a Snow Lake Lithium Ltd. (“Snow Lake” or the “Company”) was incorporated in the Province of Manitoba, Canada, under the Corporations Act (Manitoba) on May 25, 2018. The Company is a Canadian natural resource exploration company engaged in the exploration and development of mineral resources through its subsidiaries: Snow Lake Exploration Ltd. and Snow Lake (Crowduck) Ltd. The corporate and registered office of the Company is 360 Main St, 30th Floor, Winnipeg, Manitoba, R3C 4G1, Canada.

On November 22, 2021, the Company was listed for trading under the NASDAQ Composite under the ticker symbol “LITM”.

On November 23, 2021, the Company closed its initial public offering (“IPO”) through the issuance of 3,680,000 common shares, at a price of $9.51 (USD $7.50) per share for gross proceeds of $34,988,520 (USD $27,600,000).

Although the Company has taken steps to verify title to the mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, undetected defects, unregistered claims, native land claims, and non-compliance with regulatory and environmental requirements.

For the year ended June 30, 2023, the Company incurred a net loss of $15,462,945 (2022 –$9,446,454; 2021 –$552,436) and negative cash flow from operations of $10,298,791 (2022 –$3,098,972; 2021 –$363,476), and as at June 30, 2023, the Company had an accumulated deficit of $24,695,723 (June 30, 2022 –$10,545,535; June 30, 2021 – accumulated deficit of $2,271,524). The Company has not yet placed any of its mineral properties into production and, as a result, the Company has no source of operating cash flow. The Company’s ability to continue as a going concern is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations, or, in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations. These conditions, and the unpredictability of the mining business, represent material uncertainties which may cast significant doubt upon the Company’s ability to continue as a going concern.  

These consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, and do not reflect the adjustments to the carrying values of assets and liabilities and the reported revenues and expenses, and classifications of statements of financial position that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

2.Restatement of Previously Reported Consolidated Financial Statements 

Subsequent to the issuance of the previously reported consolidated financial statements for the year ended June 30, 2023 (filed on EDGAR on October 31, 2023), it was determined that the grant of certain restricted share units (“RSUs”) was incorrectly classified under equity as at June 30, 2023. The correct treatment of these RSUs should be a classification as liability on the consolidated statements of financial position, to be measured at fair value at the end of each reporting period (see Note 14 for details).

The incorrect classification caused an overstated balance for reserve for RSUs by $735,268, an understated balance for other liabilities by $820,612, and an understated stock-based compensation amount of $85,344, which caused the net loss and comprehensive loss for the year ended June 30, 2023 to be misstated As a result of the corrections, certain balances on the consolidated statement of financial position as at June 30, 2023, and the consolidated statement of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the year ended June 30, 2023 were also affected.

F-9

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

2.Restatement of Previously Reported Consolidated Financial Statements (continued) 

Line items on the amended and restated consolidated statement of financial position as at June 30, 2023, and the consolidated statement of loss and comprehensive loss, changes in shareholders’ equity and cash flows are as follows:

Consolidated Statement of Financial Position and Changes in Shareholders’ Equity

	Previously reported	Adjustments	Restated
	$	$	$
Liabilities
Other liabilities	-	820,612	820,612
Total Current Liabilities	3,062,917	820,612	3,883,529
Total Liabilities	3,094,024	820,612	3,914,636
Shareholders’ Equity
Reserve for restricted share units	821,906	(735,268)	86,638
Accumulated deficit	(24,610,379)	(85,344)	(24,695,723)
Total Shareholders’ Equity	23,324,964	(820,612)	22,504,352

Consolidated Statement of Loss and Comprehensive Loss

	Previously reported	Adjustments	Restated
	$	$	$
Expenses
Stock-based compensation	2,544,905	85,344	2,630,249
Total Expenses	(16,079,771)	(85,344)	(16,165,115)
Net Loss and Comprehensive Loss	(15,377,601)	(85,344)	(15,462,945)

Consolidated Statement of Cash Flows

	Previously reported	Adjustments	Restated
	$	$	$
Operating Activities
Net loss for the year	(15,377,601)	(85,344)	(15,462,945)
Stock-based compensation	2,544,905	85,344	2,630,249

3.Basis of Presentation 

(a)Statement of Compliance 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies set out below were consistently applied to all periods presented unless otherwise noted.

These consolidated financial statements were reviewed, approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on March 19, 2024.

F-10

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.Basis of Presentation (continued) 

(b)Basis of Measurement  

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value, as explained in the accounting policies as set out in Note 4. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

(c)Basis of Consolidation 

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are-deconsolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

(d)Functional Currency 

These consolidated financial statements are presented in Canadian dollars (“$” or “CAD”), which is the Company’s functional currency. The functional currency is the currency of the primary economic environment in which the Company operates.

(e)Significant Accounting Judgments and Estimates 

The preparation of these 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.

F-11

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.Basis of Presentation (continued) 

(e)Significant Accounting Judgments and Estimates (continued) 

Economic recoverability of future economic benefits of exploration and evaluation assets

Management has determined that exploration and evaluation (“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.

Technical feasibility and commercial viability

Management exercises judgment, in accordance with IFRS 6 – Exploration for and Evaluation of Mineral Resources (“IFRS 6”), 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.

Options, restricted share units and warrants

Options, 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.

F-12

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

3.Basis of Presentation (continued) 

(e)Significant Accounting Judgments and Estimates (continued) 

Expected credit losses on financial assets

Determining an allowance for expected credit losses (“ECL”) for amounts receivable and all debt financial assets not held at fair value through profit or loss (“FVTPL”) 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.

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.

4.Summary of Significant Accounting Policies 

(a)Current and Non-Current Classification 

Assets and liabilities are presented in the consolidated statements of financial position based on current and non-current classification.

An asset is classified as current when it is either expected to be realized or intended to be sold or consumed in the normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when it is either expected to be settled in the normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

(b)Cash  

Cash in the consolidated statements of financial position comprises cash at a chartered bank in Canada and funds held in trust with the Company’s legal counsels which is available on demand.

(c)Exploration and Evaluation Assets 

Title to E&E assets including mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing historical characteristic of many properties. The Company has investigated title to all its mineral properties and, to the best of its knowledge, titles to all its mineral properties are in good standing.

F-13

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(c)Exploration and Evaluation Assets (continued) 

The Company accounts for E&E assets in accordance with IFRS 6. Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation are recognized and capitalized, in addition to acquisition costs. These expenditures include but are not limited to acquiring licenses, researching and analyzing existing exploration data, conducting geological studies, exploration drilling and sampling and payments made to contractors and consultants in connection with the exploration and evaluation of the property. Costs not directly attributable to E&E activities, including general administrative overhead costs, are expensed in the period in which they occur.

Acquisition costs incurred in obtaining legal right to explore a mineral property are deferred until the legal right is granted and thereon reclassified to mineral properties. Transaction costs incurred in acquiring an asset are deferred until the transaction is completed and then included in the purchase price of the asset acquired.

When a project is deemed to no longer have commercially viable prospects to the Company, E&E expenditures in respect of that project are deemed to be impaired. As a result, those E&E expenditure costs, in excess of the estimated recoverable amount, are written off to the consolidated statements of loss and comprehensive loss.

The Company assesses E&E assets for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell (“FVLCS”) and value-in-use (“VIU”).

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered a mine under development. E&E assets are also tested for impairment before the assets are transferred to development properties.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

(d)Financial Instruments 

The Company classifies and measures financial instruments in accordance with IFRS 9 – Financial Instruments (“IFRS 9”). A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The Company recognizes financial assets and financial liabilities on the consolidated statements of financial position when it becomes a party to the financial instrument or derivative contract.

Classification

The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at FVTPL; (b) those to be measured subsequently at fair value through other comprehensive income (loss) (“FVTOCI”); and (c) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company’s financial assets include cash, other receivables excluding any sales tax amounts, and due from related party. The Company’s financial liabilities include its accounts payable, due to related parties, loan payable, lease liabilities, derivative liabilities and other liabilities.

F-14

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(d)Financial Instruments (continued) 

Classification (continued)

Fair value through profit or loss

This category includes derivative instruments as well as quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVTOCI. This category would also include debt instruments whose cash flow characteristics do not meet the solely payment of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in the consolidated statements of loss and comprehensive loss.

Financial assets at fair value through other comprehensive income

Debt and equity instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVTOCI. Movements in fair values are recognized in other comprehensive income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit and loss.

When the financial asset is derecognized, the cumulative gain or loss recognized in OCI is reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial assets is recognized using the effective interest rate method and presented in “interest income”. As at June 30, 2023 and 2022, the Company did not have any financial assets at FVTOCI.

Amortized cost

Debt and equity instruments that are held for collection of contractual cash flows where those cash flows represent SPPI are measured at amortized cost. Interest income from these financial assets is included in interest income using the effective interest rate method.

The Company’s classification of financial assets and financial liabilities is summarized below:

Cash	FVTPL
Due to/from related parties	Amortized cost
Accounts payable	Amortized cost
Loan payable	Amortized cost
Lease liabilities	Amortized cost
Derivative liabilities	FVTPL
Other liabilities	FVTPL

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

F-15

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(d)Financial Instruments (continued) 

Measurement (continued)

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets, including equity investments, are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or OCI (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in OCI.

Expected credit loss impairment model

Under IFRS 9, the Company recognizes a provision for ECL on financial assets that are measured on amortized cost. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts.

Derecognition

The Company derecognizes financial assets only when the contractual rights to cash flow from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire.  The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains or losses on derecognition are generally recognized in profit or loss.

Determination of fair value

The determination of fair value requires judgment and is based on market information, where available and appropriate. The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

(e)Impairment of Assets 

At each reporting date, the Company reviews the carrying amounts of its assets to determine whether there are any indicators of impairment. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. An asset’s recoverable amount is the higher of FVLCS and VIU. In assessing VIU, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

F-16

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(e)Impairment of Assets (continued) 

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the consolidated statements of loss and comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal of impairment is recognized in the consolidated statements of loss and comprehensive loss.

(f)Impairment of Non-Financial Assets 

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset’s FVLCS and VIU. The VIU is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or CGU to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a CGU.

(g)Leased Assets 

The Company is party to a lease of a mining analyzer which is used for its E&E activities. The Company assesses service arrangements to determine if an asset is explicitly or implicitly specified in the agreement and if it has the right to control the use of the identified asset.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company then recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The ROU asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the ROU asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The Company elected to recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and lease of assets of low value, and not to recognize these short-term leases on the consolidated statements of financial position.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate, which was determined to be about 14%. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured, the amount of the remeasurement is recognized as a corresponding adjustment to the carrying amount of the ROU asset or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

F-17

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(h)Provisions 

A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

(i)Income Taxes 

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or OCI.

Current income tax is recognized and measured at the amount expected to be recovered from, or payable to, the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recorded for temporary differences at the date of the consolidated statements of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of a deferred tax asset is reviewed at the end of the reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of the reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset if, and only if, they relate to income taxes levied by the same taxation authority and the Company has the legal rights and intent to offset.

Estimates

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

(j)Share Capital 

Common shares are classified as share capital. Costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.

F-18

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(k)Share-Based Payments Transactions 

The Company operates a stock option plan (the “Option Plan”). Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or at the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The fair value of options is determined based on the application of the Black-Scholes valuation model (“Black-Scholes”). The fair value of equity-settled stock-based compensation transactions is recognized as an expense with a corresponding increase in the share-based payments reserve.

If share-settled awards are modified, as a minimum an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

Amounts recorded for cancelled or expired unexercised options are transferred to accumulated deficit in the period of which the cancellation or expiry occurs.

The Company also operates a RSUs Plan, where RSUs are granted to directors, employees and consultants from time to time. RSUs are measured at the fair value of the date of grant, based on the closing price of the Company’s common shares on the date of grant. The fair value of stock-based compensation on RSUs is recognized as an expense with a corresponding increase in the reserve for RSUs over the vesting period.

From time to time, the Company may also grant RSUs with a put right option, which provides the grantee with the right (the “Put Right Option”), but not the obligation to cause the Company to purchase all or a portion of the vested RSUs at a put purchase price (the “Put Purchase Price”). As the grantee has the choice of settlement through cash or in shares, these RSUs with the Put Right Option are considered to be a compound financial instrument that includes both a liability component and an equity component. At the measurement date, the Company accounts for the two components separately i.e. applying the requirements for cash-settled share-based payments to the liability component and applying the requirements for equity-settled share-based payments to the equity component, if that component has a recognized value. Applying the requirements for equity-settled share-based payments, the value of the equity component is not remeasured subsequently. Applying the requirements for cash-settled share-based payments, the liability is remeasured at each reporting date and on settlement date to its fair value.

If the grantee chooses cash settlement, then the cash payment settles the liability. Any equity component previously recognized in equity remains in equity. If the grantee employee chooses settlement in equity instruments, then the liability is transferred to equity as consideration for issuing the equity instruments.

(l)Warrants 

Share purchase warrants (each a “Warrant”) are classified as a component of equity. Warrants issued along with shares in an equity unit financing are measured using the residual approach, whereby the fair value of the Warrant is determined after deducting the fair value of the shares from the unit price less applicable financing costs. Warrants issued for broker/financing compensation, are recognized at the fair value using Black-Scholes at the date of issuance. Warrants are initially recorded as a part of the reserves in warrant in equity at the recognized fair value.

Upon exercise of the Warrants, the previously recognized fair value of the Warrants exercised is reallocated to share capital from warrants reserve. Proceeds generated from the payment of the exercise price are also allocated to share capital. Amounts recorded for expired unexercised warrants are transferred to accumulated deficit in the period of which the expiry occurs.

F-19

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(m)Flow-Through Shares 

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expended at the end of the year is disclosed separately.

The issuance of flow-through common shares results in the tax deductibility of the qualifying resource expenditures funded from the proceeds of the sales of such common shares being transferred to the purchasers of the shares. On the issuance of such shares, the Company bifurcates the flow-through shares into a flow-through share premium, equal to the estimated fair value of the premium that investors pay for the flow-through tax feature, which is recognized as a liability, and equity values of share capital and/or warrants. As related exploration expenditures are incurred, the Company derecognizes the premium liability and recognizes the related recovery.

(n)Loss Per Share 

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted (loss) earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.

(o)Foreign Currency Translation  

Monetary assets and liabilities denominated in currencies other than CAD are translated into CAD at the rate of the consolidated financial statements of the Company are prepared in its functional currency, determined on the basis of the primary economic environment in which the entity operates. Given that operations are in Canada, the presentation and functional currency of the Company is the Canadian dollar.

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.

(p)Related Party Transactions 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

(q)Adoption of New Accounting Standards and Amendments 

The Company adopted the following amendments, effective July 1, 2022. The changes were made in accordance with the applicable transitional provisions. The Company had assessed that no material impact is expected upon the adoption of the following amendments on its consolidated financial statements:

F-20

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

4.Summary of Significant Accounting Policies (continued) 

(q)Adoption of New Accounting Standards and Amendments (continued) 

Amendments to IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”)

In May 2020, the IASB issued amendments to update IAS 37. The amendments specify that in assessing whether a contract is onerous under IAS 37, the cost of fulfilling a contract includes both the incremental costs and an allocation of costs that relate directly to contract activities. The amendments also include examples of costs that do, and do not, relate directly to a contract.

Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

In February 2021, the IASB issued Definition of Accounting Estimates, which amended IAS 8. The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The amendments to IAS 8 are effective for annual periods beginning on or after January 1, 2023. The Company early-adopted these amendments as permitted.

5.Sales Tax Receivable 

The Company’s sales tax receivable balance represents amounts due from government taxation authorities in respect of the Good and Services Tax/Harmonized Sales Tax. The Company anticipates full recovery of these amounts and therefore no ECL has been recorded against these receivables, which are due in less than one year.

6.Prepaid Expenses 

	June 30, 2023	June 30, 2022	June 30, 2021
	$	$	$
Prepaid insurance	283,307	483,278	4,796
Advances made to suppliers and deposits	600,565	448,872	63,177
	883,872	932,150	67,973

7.Exploration and Evaluation Assets 

The following summarizes the movement of the Company’s E&E assets for the years ended June 30, 2023, 2022 and 2021:

	$
Balance, June 30, 2020	5,396,879
Exploration and evaluation expenditures	333,345
Balance, June 30, 2021	5,730,224
Exploration and evaluation expenditures	6,347,360
Balance, June 30, 2022	12,077,584
Exploration and evaluation expenditures	9,364,448
Balance, June 30, 2023	21,442,032

F-21

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

8.Right-of-Use Assets 

Effective June 15, 2023, the Company entered into a lease agreement for mining equipment used in its E&E activities, for a term of two years. As at June 30, 2023, the Company’s ROU assets are as follows:

	$
Cost
Balance, June 30, 2022 and 2021	-
Additions for right-of-use assets	63,360
Balance, June 30, 2023	63,360
Accumulated Amortization
Balance, June 30, 2022 and 2021	-
Depreciation	2,640
Balance, June 30, 2023	2,640
Net Book Value
June 30, 2022 and 2021	-
June 30, 2023	60,720

9.Accounts Payable and Accrued Liabilities 

	June 30, 2023	June 30, 2022	June 30, 2021
	$	$	$
Trade payables	722,376	568,065	215,640
Accrued liabilities	301,758	614,384	46,485
	1,024,134	1,182,449	262,125

Accounts payable of the Company are principally comprised of amounts outstanding for trade purchases incurred in the normal course of business.

10.Loan Payable  

On November 29, 2021, the Company entered into a loan agreement for USD $692,970 (CAD $873,253) (the “Loan”). The Loan bears an interest rate of 4.7% and is payable in monthly instalments of USD $78,512. Interest related to the Loan totaled $16,226 and was included in interest on loan and debentures. The Loan matured and was paid off on August 18, 2022.

11.Convertible Debentures 

In February 2021, the Company issued convertible debts (the “Debentures”) for a total of $865,263 (the “Subscribed Amount”). The Debentures were sold at a discount of approximately 5% for proceeds of $805,000, net of a $15,000 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) $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 24 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.

F-22

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

11.Convertible Debentures (continued) 

The Company determined the fair value of the conversion feature component upon initial recognition was $442,589. The residual $362,411 value of the $805,000 net proceeds received was allocated on a pro-rata basis between the debt component ($271,642) and the warrants component ($90,769) based on their relative fair values. The debt component was discounted at a rate of 20% and 346,104 subscriber warrants were valued using Black-Scholes, based on the following assumptions: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest of 0.18% – 0.22%, market price of $1.50, and an exercise price of $1.50. During the year ended June 30, 2022, the Company recognized accretion expense of $91,895 (2021 – $101,565) relating to accreting the debt component of the Debentures up to their principal value, and interest of $34,990 (2021 – $38,699).

The Company incurred $24,507 in transaction costs pursuant to the issuance of the Debentures, including paying a $15,000 cash commission, issuing 15,000 finders’ warrants (each a “Finder’s Warrants”) exercisable at $1.50 for the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange and $27 in bank charges. These costs, along with the $45,263 discount, are being amortized over the term of the Debentures. The 15,000 Finders’ Warrants were valued using Black-Scholes, based on the following assumption: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest rate of 0.18% – 0.22%, market price of $1.50, and an exercise price of $1.50.

During the year ended June 30, 2022, the Company amortized $56,512 (2021 –$13,284) of transaction costs and discount in the consolidated statements of loss and comprehensive loss, including $2,025 recorded to warrants reserve for the value of the Finders’ Warrants allocated to the warrants component in 2021.

On November 23, 2021, all debt holders exercised their conversion rights at a price of $1.25 per common share. As a result of the conversion, 751,163 common shares were issued.

The following table reflects the continuity of the Debentures for the years ended June 30, 2022 and 2021:

	$
Balance, June 30, 2020	-
Principal value of convertible debentures	865,263
Discount on proceeds received	(45,263)
Cash commission	(15,000)
Allocation to conversion feature	(442,589)
Allocation to warrant	(90,769)
Value at initial recognition	271,642
Accretion expense	101,565
Interest expense	38,699
Amortization of transaction costs	11,233
Balance, June 30, 2021	423,139
Accretion expense	91,895
Interest expense	34,990
Amortization of transaction costs	50,617
Conversion of Debentures	(600,641)
Balance, June 30, 2022	-

F-23

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

12.Lease Liabilities 

The movements and carrying amounts of the Company’s ROU assets under lease as per disclosed in Note 8, are summarized as follows:

	$
Balance, June 30, 2022 and 2021	-
Additions of lease	63,360
Lease payments	(2,986)
Accretion on lease liabilities	654
Balance, June 30, 2023	61,028

	$
Current	29,921
Non-current	31,107
	61,028

13.Derivative Liabilities 

Conversion feature of Debentures

Upon issuance of the Debentures in February 2021, the Company allocated the conversion feature component valued at $442,589 as a derivative liability.

During the year ended June 30, 2021, a gain on change in fair value on the conversion feature of $32,676 was recorded on the consolidated statements of loss and comprehensive loss.

During the year ended June 30, 2022, a gain on change in fair value on the conversion feature of $153,155 was recorded on the consolidated statements of loss and comprehensive loss up to the conversion of the Debentures. As a result of the conversion, a fair value of $256,758 was allocated to share capital.

IPO Finders’ Warrants

In connection with the IPO which closed on November 23, 2021, the Company issued 184,000 Finders’ Warrants exercisable at USD $9.375 before November 19, 2026. The fair value of these Finders’ Warrants was estimated at $1,237,681 using Black-Scholes with the following assumptions: expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 1.58%, and an expected life of five years.

As at June 30, 2022, the derivative liability related to the Finders’ Warrants was measured at a fair value of $286,997 using Black-Scholes with the following assumptions: share price of USD $2.40, exercise price of USD $9.375, expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.10% and an estimated remaining life of 4.40 years. During the year ended June 30, 2022, the Company recorded a fair value decrease of $950,684 on the derivative liability related to the Finders’ Warrants.

As at June 30, 2023, the derivative liability related to the Finders’ Warrants was measured at a fair value of $379,025 using Black-Scholes with the following assumptions: share price of USD $2.27, exercise price of USD $9.375, expected volatility of 146% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.77% and an estimated remaining life of 3.40 years. During the year ended June 30, 2023, the Company recorded a fair value increase of $92,028 on the derivative liability related to the Finders’ Warrants.

F-24

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

13.Derivative Liabilities (continued) 

Incentive Warrants

On February 17, 2023, the Company issued 225,000 incentive warrants (each a “Incentive Warrant”) to a third-party pursuant to an engagement agreement between the parties, whereby each Incentive Warrant is exercisable for a period of two years at an exercise price of: (i) USD $3 for 75,000 Warrants; (ii) USD $4 for 75,000 Warrants; and (iii) USD $5 for 75,000 Warrants. On initial recognition, the fair value of these Incentive Warrants was estimated at $409,496 using Black-Scholes with the following assumptions: expected volatility of 148% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.15%, and an expected life of two years. The fair value of the Incentive Warrants was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.

As at June 30, 2023, the derivative liability related to the Incentive Warrants was measured at a fair value of $401,544 using Black-Scholes with the following assumptions: share price of USD $2.27, exercise price ranging from USD $3 to $5, expected volatility of 154% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.54% and an estimated remaining life of 1.64 years. During the year ended June 30, 2023, the Company recorded a fair value decrease of $7,952 on the derivative liability related to the Incentive Warrants.

Settlement Warrants

On March 31, 2023, the Company issued 500,000 settlement warrants (each a “Settlement Warrant”) to two additional third-parties pursuant to an agreement for release and settlement of claims advanced against the Company, whereby each Settlement Warrant is exercisable for a period of three years at an exercise price of USD $2.50. On initial recognition, the fair value of these Settlement Warrants was estimated at $979,294 using Black-Scholes with the following assumptions: expected volatility of 140% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.51%, and an expected life of three years. The fair value of the Settlement Warrants was recorded as professional fees on the consolidated statements of loss and comprehensive loss.

As at June 30, 2023, the derivative liability related to the Settlement Warrants was measured at a fair value of $1,141,677 using Black-Scholes with the following assumptions: share price of USD $2.27, exercise price of USD $2.50, expected volatility of 140% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.21% and an estimated remaining life of 2.75 years. During the year ended June 30, 2023, the Company recorded a fair value increase of $162,383 on the derivative liability related to the Settlement Warrants.

The changes to the derivative liabilities for the years ended June 30, 2023, 2022 and 2021 are as follows:

	$
Balance, June 30, 2020	-
Fair value of derivative liability on date of issuance	442,589
Fair value changes of derivative liability – conversion feature	(32,676)
Balance, June 30, 2021	409,913
Fair value changes of derivative liability – conversion feature	(153,155)
Fair value allocated on conversion of Debentures	(256,758)
Fair value of derivative liability – Finders’ Warrants	1,237,681
Fair value changes of derivative liability – Finders’ Warrants	(950,684)
Balance, June 30, 2022	286,997
Fair value of derivative liabilities on date of issuance	1,388,790
Fair value changes of derivative liability – Finders’ Warrants	92,028
Fair value changes of derivative liability – Incentive Warrants	(7,952)
Fair value changes of derivative liability – Settlement Warrants	162,383
Balance, June 30, 2023	1,922,246

F-25

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

14.Other Liabilities 

On January 30, 2023, the Company granted 470,000 RSUs to various directors, of which 400,000 RSUs contained the Put Right Option where the directors can elect to settle in cash or in equity. These RSUs vest at various stages pending conditions of certain milestones. These RSUs with the Put Right Option are classified as other liabilities on the consolidated statements of financial position.

As at June 30, 2023, these RSUs were measured at a fair value of $820,612 based on a put right exercise price (the “Put Right Exercise Price”) of USD $2.50. During the year ended June 30, 2023, the fair value of these RSUs was recorded as stock-based compensation on the consolidated statements of loss and comprehensive loss.

15.Share Capital 

Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

Common shares issued and outstanding as at June 30, 2023, 2022 and 2021 are as follows:

	Number of common shares	Amount
	#	$
Balance, June 30, 2020	13,008,006	5,745,369
Shares issued from exercise of warrants (a)	2,170	4,883
Balance, June 30, 2021	13,010,176	5,750,252
Shares issued on initial public offering (b)	3,680,000	34,988,520
Shares issue costs (b)	-	(4,233,129)
Shares issued on conversion of debentures (c)	751,163	857,399
Shares issued on vesting of restricted share units (d)	240,000	1,950,645
Shares issued from exercise of warrants (e)	243,419	419,946
Balance, June 30, 2022	17,924,758	39,733,633
Shares issued on debt settlement (f)	240,000	800,366
Shares issued from exercises of warrants (g)	21,052	36,774
Balance, June 30, 2023	18,185,810	40,570,773

Share capital transactions for the year ended June 30, 2021

(a)During the year ended June 30, 2021, 2,170 common shares were issued as a result of the exercise of Warrants for cash proceeds of $4,883. 

Share capital transactions for the year ended June 30, 2022

(b)On November 23, 2021, the Company completed the IPO through the issuance of 3,680,000 common shares, including 480,000 common shares issued under the underwriters’ over-allotment option, at a price of $9.51 (USD $7.50) per share for gross proceeds of $34,988,520 (USD $27,600,000). In connection with the IPO, the Company granted the underwriters 184,000 Finders’ Warrants with each Finders’ Warrant exercisable into one common share of the Company at the price of USD $9.375 until November 19, 2026 (see Notes 13 and 18). In addition, the Company paid total issuance costs of $2,995,448 comprised of (i) a cash commission of $2,624,139 to the underwriters, (ii) underwriters’ fees of $304,248, and (iii) other closing expenses of $67,061. 

F-26

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

15.Share Capital (continued) 

Share capital transactions for the year ended June 30, 2022 (continued)

(c)On November 23, 2021, the Company also issued 751,163 common shares for the conversion of all outstanding Debentures at a conversion price of $1.25 per common share. The total amount of $863,294 was transferred from derivative liabilities to share capital. 

(d)On January 9, 2022, the Company issued 240,000 common shares as a result of the vesting of RSUs. These common shares were valued at an amount of $1,950,645. See Note 16 for more details. 

(e)During the year ended June 30, 2022, 243,419 common shares were issued as a result of the exercise of Warrants for cash proceeds of $365,114. 

Share capital transactions for the year ended June 30, 2023

(f)On January 25, 2023, the Company issued 240,000 common shares with a fair value of $800,366 to settle a debt (the “Shares-for-Debt Settlement”) of USD $480,000 owed by a director to a third-party, in relation to services provided by the third-party related to the requisitioning of a shareholders’ meeting, which the Company had agreed to complete the settlement on behalf of the director. As a result of the Shares-for-Debt Settlement, the Company recorded a loss on settlement of $157,501 on the consolidated statements of loss and comprehensive loss. 

(g)During the year ended June 30, 2023, 21,052 common shares were also issued as a result of the exercise of Warrants for cash proceeds of $31,578. 

16.Reserve for RSUs 

On January 9, 2022, the Company granted 240,000 RSUs to a former officer, which vested immediately. The RSUs were settled and immediately converted into common shares. Stock-based compensation of $1,950,645 in connection with the vesting of these RSUs was recorded during the year ended June 30, 2022.

On January 30, 2023, the Company granted 470,000 RSUs to various directors. 70,000 of these RSUs vest on January 30, 2024. The grant date fair value attributable to these 70,000 RSUs was $209,422, of which $86,638 was recorded as stock-based compensation in connection with the vesting of these RSUs during the year ended June 30, 2023.

The other RSUs vest at various stages pending conditions of certain milestones and are classified under other liabilities (see Note 14 for details).

As at June 30, 2023, the Company had 470,000 RSUs outstanding (June 30, 2022 and 2021 – nil).

17.Reserve for Share-Based Payments 

The Company maintains the Option Plan whereby certain key officers, directors and consultants may be granted stock options for common shares of the Company. The maximum number of common shares that are issuable under the Option Plan is limited to 2,406,732 common shares. Under the Option Plan, the exercise price of each option may not be lower than the greater of the closing price of the Company’s shares on the trading day prior to the grant date or the grant date itself, whichever is higher. Vesting of options is determined at the discretion of the Board. As at June 30, 2023, the Company had 944,325 common shares available for issuance under the Option Plan.

F-27

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

17.Reserve for Share-Based Payments (continued) 

The following summarizes the stock option activity for the years ended June 30, 2023, 2022 and 2021:

	2023		2022		2021
	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price
	#	$	#	$	#	$
Outstanding, beginning of year	1,620,489	7.23	820,000	2.50	820,000	0.50
Granted	350,000	USD 2.50	1,269,386	USD 7.50	-	-
Cancelled	(360,000)	2.50	(300,000)	2.50	(160,000) (1)	2.50
Cancelled	(148,082)	USD 7.50	(168,897)	USD 7.50	-	-
Reinstated	-	-	-	-	160,000 (1)	2.50
Outstanding, end of year	1,462,407	7.53	1,620,489	7.23	820,000	2.50
Exercisable, end of year	1,462,407	7.53	1,070,246	6.08	820,000	2.50

(1)160,000 options were cancelled and reinstated as a result of the resignation and reincorporation of a director. 

Option activities for the year ended June 30, 2021

No options were granted during the year ended June 30, 2021.

Option activities for the year ended June 30, 2022

On November 18, 2021, the Company granted 1,269,386 options to various officers and directors at an exercise price of USD $7.50, expiring on November 18, 2026. The options vest in equal increments after three months, six months, nine months and 12 months until fully vested. The options were valued using Black-Scholes with the following assumptions: expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 1.47%, forfeiture rate of 20% and an expected life of five years. The grant date fair value attributable to these options was $7,167,552, of which $848,520 was recorded as stock-based compensation in connection with the vesting of these options during the year ended June 30, 2023 (2022 – $6,084,861).

On June 29, 2022, 168,897 of these options were cancelled. As a result of these cancellations, an amount of $1,172,443 was reallocated from share-based payments reserve to accumulated deficit.

Option activities for the year ended June 30, 2023

On January 30, 2023, the Company granted 350,000 options to various directors. The options are exercisable at a price of USD $2.50 per common share for a period of five years and vested immediately on grant. The options were valued using Black-Scholes with the following assumptions: expected volatility of 113% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.04%, forfeiture rate of 20% and an expected life of five years. The grant date fair value attributable to these options of $666,746 was recorded as stock-based compensation in connection with the vesting of these options during the year ended June 30, 2023.

On May 17, 2023, the Board extended the date of expiry of the remaining 160,000 options previously granted in May 25, 2019, from May 24, 2023 to May 24, 2029. The extension constituted a modification in accordance with the guidance of IFRS 2 – Share-Based Payments. As the modification increases the fair value of the options, measured immediately before and after the modification, the Company recorded the incremental fair value, the difference between the fair value of the modified options and that of the original grant. As a result, the Company recorded an additional stock-based compensation of $207,733, which is included in share-based payments reserve.

F-28

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

17.Reserve for Share-Based Payments (continued) 

Option activities for the year ended June 30, 2023 (continued)

During the year ended June 30, 2023, 148,082 options exercisable at USD $7.50 and 360,000 options exercisable at $2.50, were cancelled. As a result of these cancellations, an amount of $1,312,757 was reallocated from share-based payments reserve to accumulated deficit.

The following table summarizes information of stock options outstanding and exercisable as at June 30, 2023:

Date of expiry	Number of options outstanding	Number of options exercisable	Exercise price	Weighted average remaining contractual life
	#	#	$	Years
November 18, 2026	952,407	952,407	USD 7.50	3.39
January 30, 2028	350,000	350,000	USD 2.50	4.59
May 24, 2029	160,000	160,000	USD 2.50	5.90
	1,462,407	1,462,407	7.53	3.95

18.Reserve for Warrants 

The following summarizes the warrant activity for the years ended June 30, 2023, 2022 and 2021:

	2023		2022		2021
	Number of warrants	Weighted average exercise price	Number of warrants	Weighted average exercise price	Number of warrants	Weighted Average exercise price
	#	$	#	$	#	$
Outstanding, beginning of year	821,106	3.93	880,525	1.55	551,929	1.59
Issued from debentures financing	-	-	-	-	361,098	1.50
Issued as Finders’ Warrants from IPO	-	-	184,000	USD 9.375	-	-
Issued as Incentive Warrants	75,000	USD 3.00	-	-	-	-
Issued as Incentive Warrants	75,000	USD 4.00	-	-	-	-
Issued as Incentive Warrants	75,000	USD 5.00	-	-	-	-
Issued as Settlement Warrants	500,000	USD 2.50	-	-	-	-
Exercised	(21,052)	1.50	(243,419)	1.50	(2,170)	2.25
Expired	-	-	-	-	(30,332)	2.25
Outstanding, end of year	1,525,054	4.00	821,106	3.93	880,525	1.55

Warrant issuances for the year ended June 30, 2021

As part of the Debentures issuance in February 2021, the Company issued 346,108 Warrants to subscribers of the Debentures. Debenture holders were eligible to receive such number of Warrants equal to half of the number of common shares issuable upon conversion of the Debentures at the conversion price of $1.25. Each Warrant is exercisable into one common share at an exercise price of $1.50 per Warrant until the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange. These Warrants were valued at $90,769, recorded to the warrants reserve after allocating, on a pro-rata basis, the $362,411 residual value of the Debentures between the debt and warrants components after the initial allocation of $442,589 of the $805,000 net proceeds received to the conversion feature.

F-29

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

18.Reserve for Warrants (continued) 

Warrant issuances for the year ended June 30, 2021 (continued)

The Debenture Warrants were valued using Black-Scholes based on the following assumptions: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest rate of 0.18% - 0.22%, market price of $1.50, and an exercise price of $1.50. $2,025 of Debenture transaction costs was recorded to warrants reserve in amortizing the value of transaction costs allocated to the warrants component of the Debentures.

15,000 Debenture Finders’ Warrants exercisable on the same terms as the Debenture Warrants were also issued, and they were valued at $9,480 using Black-Scholes based on the following assumptions: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest rate of 0.18%, market price of $1.50, and an exercise price of $1.50.  The value of these warrants allocated to loan liability transaction costs is being amortized in the statement of loss and comprehensive loss in accreting up the carrying value of the Debenture loan liability to its principal balance and the value allocated to Debenture warrants transaction costs is being amortized to the warrants reserve over the term of the Debentures.

Warrant issuances for the year ended June 30, 2022

As part of the IPO which closed on November 23, 2021, the Company issued 184,000 Finders’ Warrants exercisable at USD $9.375 before November 19, 2026. As these Finders’ Warrants are denominated in USD, they are considered derivative liabilities hence classified as such (see Note 13 for details).

Warrant issuances for the year ended June 30, 2023

As part of an engagement agreement, the Company issued 225,000 Incentive Warrants exercisable at USD $3, $4 and $5, respectively, up to February 17, 2025, and as part of settlement 500,000 Settlement Warrants exercisable at USD $2.50 up to March 31, 2026. As the Incentive Warrants and Settlement Warrants are denominated in USD, they are considered derivative liabilities hence classified as such (see Note 13 for details).

The following table summarizes information of warrants outstanding as at June 30, 2023:  

Date of expiry	Number of warrants outstanding	Exercise price	Weighted average remaining contractual life
	#	$	Years
November 19, 2023	32,000	1.25	0.39
November 19, 2023	512,627	1.50	0.39
November 19, 2023	71,427	2.25	0.39
February 17, 2025	75,000	USD 3.00	1.64
February 17, 2025	75,000	USD 4.00	1.64
February 17, 2025	75,000	USD 5.00	1.64
March 31, 2026	500,000	USD 2.50	2.75
November 19, 2026	184,000	USD 9.375	3.40
	1,525,054	4.00	1.71

F-30

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

19.Basic and Diluted Loss per Share 

The calculations of basic and diluted loss per share for the year ended June 30, 2023 were based on the net loss of $15,462,945 (2022 – net loss of $9,446,454; 2021 – net loss of $552,436) and the weighted average number of basic and diluted common shares outstanding of 18,033,851 (2022 –15,884,041; 2021 –13,008,669).

The details of the computation of basic and diluted loss per share are as follows:

	2023	2022	2021
	$	$	$
Net Loss	(15,462,945)	(9,446,454)	(552,436)
	#	#	#
Basic weighted-average number of shares outstanding	18,033,851	15,884,041	13,008,669
Assumed conversion of dilutive stock options and warrants	-	-	-
Diluted weighted-average number of shares outstanding	18,033,851	15,884,041	13,008,669
	$	$	$
Basic and diluted loss per share	(0.85)	(0.60)	(0.04)

20.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
	$	$	$
Directors’ and officers’ consulting fees	951,347	687,585	200,858
Cash payment	334,738	-	-
Exploration and evaluation expenditures	415,325	220,765	48,000
Addendum payments	2,554,830	-	-
	4,256,240	908,350	248,858

Directors’ and officers’ consulting fees

During the year ended June 30, 2023, fees of $492,377 (2022 –$585,615; 2021 –$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 $415,325 (2022 –$220,765; 2021 –$48,000) for services rendered by the Company’s former VP of Resources Development, and the VP of Exploration, had been capitalized as E&E assets on the consolidated statements of financial position.

F-31

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

20.Related Party Transactions (continued) 

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 $1,672,988 (USD $1,224,040) and $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 25 for more details).

Share-based compensation

During the year ended June 30, 2023, the Company had granted certain RSUs and options to various directors and officers. Total stock-based compensation of $2,422,516 (2022 –$8,035,506; 2021 –nil) was recorded in connection with the vesting of these securities.

Other related party transactions

On January 25, 2023, the Company issued 240,000 common shares from the Shares-for-Debt Settlement as disclosed in Note 15(f). As a result of the Shares-for-Debt Settlement, the Company recorded a loss on settlement of $157,502 on the consolidated statements of loss and comprehensive loss.

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
	$	$	$
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	279,642

21.Income Taxes 

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2022 – 27%) to the effective tax rate is as follows:

	2023	2022	2021
	$	$	$
Net loss before income tax	(15,462,945)	(9,446,454)	(552,436)
Combined federal and provincial statutory income tax rates	27%	27%	27%
Expected income tax recovery at statutory rates	4,174,995	2,550,543	149,158
Non-deductible differences	(225,472)	(1,102,753)	(7,310)
Change in unrecognized deductible temporary differences	(3,949,523)	(1,447,790)	(141,848)
Total income tax recovery	-	-	-

F-32

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

21.Income Taxes (continued) 

Unrecognized deductible temporary differences

The income tax benefit of the following deductible temporary differences has not been recorded in these financial statements because of the uncertainly of their recovery:

	2023	2022	2021
	$	$	$
Non-capital losses carried forward	5,226,507	1,110,151	300,805
Exploration and evaluation assets	(100,081)	(100,058)	(109,447)
Other items	493,493	660,396	15,278
	5,619,919	1,670,489	206,636

Non-capital losses carried forward

The Company has non-capital tax losses available to reduce taxes in future years of approximately $19,357,000 (2022 –$4,112,000; 2021 –$1,114,000).  These losses have expiry dates between 2038 and 2042.

Tax attributes are subject to review, and potential adjustment, by tax authorities.

22.Capital Management 

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The management of the capital structure is based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities, issue debt instruments or return capital to its shareholders. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

23.Financial Risks 

The Company is exposed to various risks as it relates to financial instruments. Management, in conjunction with the Board, mitigates these risks by assessing, monitoring and approving the Company’s risk management process. There have not been any changes in the nature of these risks or the process of managing these risks from the previous reporting periods.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, other receivable (excluding sales tax receivable), and due from related party, which expose the Company to credit risk should the borrower default on maturity of the instruments. Cash is held with reputable chartered bank in Canada, which is closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments included in cash, other receivables, and due from related party is minimal.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. The Company generates cash flow primarily from its financing and investing activities.

F-33

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

23.Financial Risks (continued) 

Liquidity risk (continued)

As at June 30, 2023, the Company had a cash balance of $3,840,880 (June 30, 2022 –$23,792,408; June 30, 2021 –$318,844), to settle current liabilities of $3,883,529 (June 30, 2022 –$1,780,877; June 30, 2021 –$1,374,819).

As at June 30, 2023, the Company had the following contractual obligations:

	Less than 1 year	1 to 3 years	3 to 5 years	Total
	$	$	$	$
Accounts payable and accrued liabilities	1,024,134	-	-	1,024,134
Due to related parties	86,616	-	-	86,616
Lease liabilities	29,921	31,107	-	61,028
Derivative liabilities	1,922,246	-	-	1,922,246
Other liabilities	820,612	-	-	820,612
Total	3,883,529	31,107	-	3,914,636

The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecasts and actual cash flows for a rolling period of 12 months to identify financial requirements. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long-term financing of its operations. Management believes there is sufficient capital to meet short-term business obligations, after taking into account cash flow requirements from operations and the Company’s cash position as at June 30, 2023.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s loans payable and convertible debentures have fixed interest rates. As at June 30, 2023, the Company had no hedging agreements in place with respect to floating interest rates. Management believes that the interest rate risk concentration with respect to financial instruments is minimal.

Foreign exchange risk

Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to its foreign activities. The Company has from time to time, financial instruments and transactions denominated in foreign currencies, notably in USD. The Company’s primary exposure to foreign exchange risk is that transactions denominated in foreign currency may expose the Company to the risk of exchange rate fluctuations. Based on its current operations, management believes that the foreign exchange risk remains minimal.

Fair value

Fair value estimates of financial instruments are made at a specific point in time based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

As at June 30, 2023, the Company’s financial instruments consisted of cash, other receivables (excluding sales tax recoverable), due from related party, accounts payable, due to related parties, lease liabilities, derivative liabilities and other liabilities. The fair value of other receivables (excluding sales tax recoverable), due from related party, accounts payable and due to related parties are approximately equal to their carrying value due to their short-term nature. The fair values of the lease liabilities approximate their carrying amounts as they were measured taking into consideration comparable instruments with similar risks in determining the rates at which to discount their amount in applying their respective measurement models.

F-34

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

23.Financial Risks (continued) 

Fair value (continued)

The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

·Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.  

·Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and  

·Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).  

	Level 1	Level 2	Level 3	Total
	$	$	$	$
Cash	3,480,880	-	-	3,480,880
Derivative liabilities	-	(1,922,246)	-	(1,922,246)
Other liabilities	-	(820,612)	-	(820,612)

As at June 30, 2023, the Company’s financial instruments carried at fair value consisted of its cash, which is classified as Level 1, and its derivative liabilities and other liabilities, which have been classified as Level 2, respectively. There were no transfers between Levels 2 and 3 for recurring fair value measurements during the years ended June 30, 2023, 2022 and 2021.

24.Grant Income 

During the year ended June 30, 2023, the Company received a grant for $109,750 (2022 –$109,745; 2021 –$nil) from the Manitoba Minerals Development Fund, for the purposes of supporting strategic projects that contribute to sustainable economic growth in the Province of Manitoba.

25.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.

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.

F-35

Snow Lake Resources Ltd.

Notes to the Amended and Restated Consolidated Financial Statements

For the Years Ended June 30, 2023, 2022 and 2021

(Expressed in Canadian Dollars)

26.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 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”). 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.

F-36

EX-12.1

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

I, Frank Wheatley, certify that:

1. I have reviewed this Amendment No. 2 to the annual report on Form 20-F of Snow Lake Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: May 30, 2024

By:	/s/ Frank Wheatley
	Name: Frank Wheatley
	Title: Chief Executive Officer (Principal Executive Officer)

EX-12.2

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

I, Keith Li, certify that:

1. I have reviewed this Amendment No. 2 to the annual report on Form 20-F of Snow Lake Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: May 30, 2024

By:	/s/ Keith Li
	Name: Keith Li
	Title: Chief Financial Officer (Principal Financial and Accounting Officer)

EX-13.1

Certification Pursuant to 18 U.S.C. Section 1350

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Snow Lake Resources Ltd. (the “Company”), does hereby certify, to such officer’s knowledge, that:

Amendment No. 2 to the Annual Report on Form 20-F for the year ended June 30, 2023 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 30, 2024
By:	/s/ Frank Wheatley
	Name: Frank Wheatley
	Title: Chief Executive Officer (Principal Executive Officer)

Date:  May 30, 2024

By:	/s/ Keith Li
	Name: Keith Li
	Title: Chief Financial Officer (Principal Financial and Accounting Officer)

EX-15.1

 

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in Snow Lake Resources Ltd.’s Registration Statements on Form S-8 (File No. 333-261358) of our report dated October 25, 2023, except to Note 2, as to which the date is March 19, 2024, relating to the amended and restated consolidated financial statements of Snow Lake Resources Ltd, which appears in this Amendment No. 2 to the annual report on Form 20-F.

May 30, 2024

/s/ De Visser Gray LLP

De Visser Gray LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

EX-15.2

CONSENT OF QUALIFIED PERSON

May 30, 2024

U.S. Securities and Exchange Commission 

100 F Street NE, 

Washington, DC 20549 

United States of America

ABH Engineering Inc.

2630 Croydon Drive

Surrey, BC

Canada

V3Z 6T3

Dear Sirs/Mesdames,

I, Brent Hilscher of ABH Engineering, Inc., in connection with Snow Lake Resources Ltd.’s (the “Company”) annual report on Form 20-F (and any amendments or supplements and/or exhibits thereto, collectively, the “Annual Report”), consent to:

· the public filing by the Company and use of the technical report titled “Technical Report Summary, Initial Assessment of the Snow Lake Lithium Project, Manitoba, Canada” (the “Technical Report”), with an effective date of July 12, 2023, and a revision date of May 9, 2024, that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Annual Report;

· the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Annual Report and any such Technical Report; and

· any extracts from or a summary of the Technical Report in the Annual Report and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Annual Report; and

ABH Engineering, Inc., an independent geological consultant, served as a qualified person as defined in S-K 1300 for Sections 1 through 16 and 18 through 26 and reviewed Section 17 of the Technical Report. I am responsible for authoring, and this consent pertains to, the related sections as discussed above of the Technical Report. I certify that I have read the Registration Statement and the Prospectus contained therein and that both fairly and accurately represent the information in the sections of the Technical Report for which I am responsible.

Dated: May 30, 2024

By:	/s/ Brent Hilscher
Name:	Brent Hilscher
Title:	Vice President

EX-15.3

SLR Consulting (Canada) Ltd.
55 University Ave., Suite 501, Toronto, ON  M5J 2H7

May 30, 2024

Consent of Qualified Person

SLR Consulting (Canada) Ltd. (“SLR”), in connection with Snow Lake Resources Ltd.’s (the “Company”) annual report on Form 20-F (and any amendments or supplements and/or exhibits thereto, collectively, the “Annual Report”), consent to:

·the public filing by the Company and use of the technical report titled “Technical Report Summary, Initial Assessment of the Snow Lake Lithium Project, Manitoba, Canada” (the “Technical Report”), with an effective date of July 12, 2023, and a revision date of May 9, 2024, that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Annual Report; 

·the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Annual Report and any such Technical Report; and 

·any extracts from or a summary of the Technical Report in the Annual Report and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is included or incorporated by reference in the Annual Report. 

SLR, an independent consulting company, served as a qualified person as defined in S-K 1300 for Sections 1.10, 17, 22.5, and 23.6. SLR is responsible for authoring, and this consent pertains to, the related sections as discussed above of the Technical Report. SLR certifies that it has read the Registration Statement and the Prospectus contained therein and that both fairly and accurately represent the information in the sections of the Technical Report for which it is responsible.

SLR Consulting (Canada) Ltd.

Per:

/s/ Stephan Theben                                  

Stephan Theben, M. Eng., SME(RM)

Managing Principal, Mining Sector Lead

Environment & Social Impact Assessment

EX-15.4

 

Moving Forward, Together.

Technical Report Summary

Initial Assessment of the Snow Lake Lithium Project Manitoba, Canada

Prepared for:

Snow Lake Resources Ltd., d/b/a Snow Lake Lithium Ltd.

 

Prepared by:

ABH Engineering Inc.

SLR Consulting (Canada) Ltd.

Effective Date: 12 July 2023

Report Date: 9 August 2023

Revision Date: 9 May 2024 (Sections 1.6, 9,10, 11,19,22)

Section 10, Section 11, Section 12,

Date and Signature Page

This technical report titled “Initial Assessment of the Snow Lake Lithium Project Manitoba, Canada” is effective as of July 12, 2023 and has been prepared by

Section(s)	Responsible Qualified Person(s) or Consulting Firm	Signature	Date Signed
Section 1, Section 2, Section 3,
Section 4, Section 5, Section 6,
Section 7, Section 8, Section 9,
Section 10, Section 11, Section 12,
Section 13, Section 14, Section 15,	ABH Engineering Inc.	“Signed”	August 9, 2023
Section 16, Section 18, Section 19,
Section 20, Section 21, Section 22,
Section 23, Section 24, Section 25,
Section 26
Section 1.10, Section 17, Section 22.5, Section 23.6	SLR Consulting (Canada) Ltd.	“Signed”	August 9, 2023

1.	Executive Summary		23
	1.1	Introduction	23
	1.2	Property Description and Ownership	23
	1.3	Geology and Mineralization	24
	1.4	Exploration	25
	1.5	Metallurgical Testing	25
	1.6	Mineral Resource Estimate	26
	1.7	Mining Methods	28
	1.8	Process and Recovery Methods	32
	1.9	Infrastructure	33
	1.10	Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups	34
	1.11	Capital and Operating Cost Estimates	35
	1.12	Economic Analysis	36
2.	Introduction		38
	2.1	Purpose of the Technical Report Summary	38
	2.2	Sources of Information and Data	39
	2.3	Site Inspection	39
3.	Property Description and Location		39
	3.1	Project Ownership	40
	3.2	Surface and Mineral Rights	40
	3.3	Permits	41
	3.4	Social License	42
	3.5	Environmental Considerations	45
	3.6	Government Grants	45
4.	Accessibility, Climate, Local Resources, Infrastructure and Physiography		46

	4.1	Accessibility		46
	4.2	Climate		47
	4.3	Local Resources		48
	4.4	Infrastructure		49
	4.5	Physiography		49
5.	History			51
	5.1	History and Mining in Snow Lake		51
	5.2	Production		54
6.	Geological Setting, Mineralization and Deposit			54
	6.1		Regional Geology	54
		6.1.1	Surficial Geology	55
		6.1.2	Property Geology	56
		6.1.3	Structural Geology	58
	6.2	Mineralization		59
	6.3	Deposit		62
7.	Exploration			67
	7.1	Drilling		71
8.	Sample Preparation, Analyses, and Security			73
	8.1	Logging and Sample Preparation		73
	8.2	Drill Sites		79
	8.3	Drill Core Analysis		80
	8.4	Authors Opinion		82
9.	Data Verification			82
	9.1	Previous Site Visit by Canmine Consultants		82
	9.2	Quality Assurance and Quality Control		83
	9.3	Sampling Method and Approach		84

	9.4	Bulk Density Determinations		85
	9.5	Blanks		87
	9.6	Certified Reference Materials (Standards)		88
	9.7	SRC and SGS Internal Duplicates		93
	9.8	Qualified Person’s Samples from Site Visit		94
	9.9	Grade Distribution		100
	9.10	Database Verification		100
	9.11	Drill Hole Collar Verification During Site Visit		101
	9.12	Opinion of the Author		103
10.	Mineral Processing and Metallurgical Testing			104
	10.1	Thompson Brothers		104
		10.1.1	Metallurgical Testwork	104
		10.1.2	Testwork Results	104
		10.1.3	Heavy Liquid Separation	104
		10.1.4	Flotation	109
	10.2	Grass River		114
		10.2.1	Metallurgical Testwork	114
		10.2.2	Testwork Results	116
11.	Mineral Resource Estimate			133
	11.1	Estimation Method		142
	11.2	Density		144
	11.3	Cut-Off Grade		144
	11.4	Grade Capping		145
	11.5	Block Model Parameters		146
	11.6	Interpolation and Search Factors		147

	11.7	Variography Study		152
	11.8	Classification		155
	11.9	Factors that May Affect the Mineral Resource Estimate		158
	11.10	QP’s Opinion		158
12.	Mineral Reserve Estimate			159
13.	Mining Methods			159
	13.1	Grass River		160
		13.1.1	Open Pit	160
		13.1.2	Underground	164
	13.2	Thompson Brothers		169
		13.2.1	Underground	169
		13.2.2	Mining Equipment	173
		13.2.3	Mining Schedule	174
14.	Process and Recovery Methods			181
	14.1	Introduction		181
	14.2	Assumptions		181
	14.3	Flowsheet		182
	14.4	Process Description		184
		14.4.1	Material Stockpiling	184
		14.4.2	Primary Crushing	185
		14.4.3	Ore Sorting	185
		14.4.4	Secondary Crushing	185
		14.4.5	Dense Media Separation	186
		14.4.6	Grinding	186
		14.4.7	Magnetic Separation	186
		14.4.8	Mica Processing	187

		14.4.9	Spodumene Processing	187
		14.4.10	Concentrate Dewatering	188
		14.4.11	Tailings Treatment	188
	14.5	Recoveries		188
15.	Infrastructure			190
	15.1	Access Road		190
		15.1.1	Road Maintenance	192
	15.2	Buildings		193
	15.3	Power		194
	15.4	Water Management		197
	15.5	Tailings and Waste Disposal		197
		15.5.1	Tailings	197
		15.5.2	Waste Rock Facilities	198
	15.6	Wastewater Treatment		199
16.	Market Studies			199
	16.1	Lithium Supply and Demand Forecast		199
	16.2	Lithium in EV Batteries		201
	16.3	Product Review and Pricing		204
17.	Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups (third party)			206
	17.1	Environmental Studies		206
	17.2	Project Permitting		210
		17.2.1	Federal Permits or Approvals	211
		17.2.2	Provincial Permits or Approvals	213
		17.2.2.1	Environment Act Proposal (EAP)	214
	17.3	Social or Community Requirements		215

	17.4	Mine Closure Planning		216
18.	Capital and Operating Costs			217
	18.1	Basis of Estimate		218
	18.2	Capital Cost Estimates		218
		18.2.1	Initial CAPEX	219
		18.2.2	Remaining CAPEX	219
		18.3	Operating Cost Estimates	220
19.	Economic Analysis			221
	19.1	Inputs and Assumptions		222
	19.2	Revenues and Royalties		223
	19.3	Pre-Tax Cash Flow and Results		224
	19.4	Taxes and Post-Tax Cash Flow		226
	19.5	Sensitivity Analysis		236
20.	Adjacent Properties			243
	20.1	Zoro Lithium Deposit		243
	20.2	Peg North Lithium Deposit		244
	20.3	Lalor Mine		245
	20.4	Laguna Gold Property		246
21.	Other Relevant Data and Information			247
	22.	Interpretation and Conclusions		247
	22.1	Mineral Resources		247
	22.2	Mining Methods		247
	22.3	Recovery Methods		248
	22.4	Infrastructure		248
	22.5	Environmental Studies, Permitting and Plans		249

	22.6	Economic Estimates and Analysis	250
23.	Recommendations		251
	23.1	Phase 1: Exploration	251
	23.2	Phase 2: Drilling	252
	23.3	Phase 3: Metallurgical analysis and optimization	252
	23.4	Phase 4: Geotechnical study and closure plan	252
	23.5	Phase 5: Prefeasibility Level Report	253
	23.6	Environmental Recommendations	253
24.	References		254
25.	Reliance on Information Provided by the Registrant		256
26.	Appendices		256

List of Figures

Figure 1 1: Open pit of Grass River	30
Figure 1 2: Underground workings of Grass River	31
Figure 1 3: Underground workings of Thompson Brothers	31
Figure 1 4: Layout of infrastructure on site	34
Figure 3 1: Showing the location of staked claims.	40
Figure 3 2: Map showing Treaty areas of Manitoba, where the Wekusko Lake region lies on the border of the land within the Treaty 5 territory. (Government of Canada, 2023)	43
Figure 3 3: Close up view of land covered by Treaty 5. The magenta line represents the boundary of Treaty 5 with the southern portion being a part of that land. Yellow circles show TB and GR projects. GR dikes are on land covered by Treaty 5, and the TB dike strad	44
Figure 3 4: Indigenous Groups of Manitoba and Indigenous Mining Agreements.	45
Figure 4 1: Thompson Brothers Lithium Project located in the Snow Lake Region of Manitoba, Canada	47
Figure 4 2: Soil profile of Snow Lake Region (Obtained from Soil of the Snow Lake Area (agr.gc.ca))	50
Figure 6 1: Regional Geology Map of Manitoba.	55
Figure 6 2: Quaternary Geology of the Wekusko Lake Region. Red dots show the location of the TBL and GR dikes. (Modified from https: //www.gov.mb.ca/iem/geo/gis/sgcms/pdfs/SG-63J_2006.pdf)	56
Figure 6 3: Geology of the Thompson Brothers Lithium Project,	57
Figure 6 4: An example of part of a pegmatite dike with spodumene (green) and potassium feldspar (pink) megacrysts	60
Figure 6 5: Piece of drill core showing the presence of spodumene (green), potassium feldspar (pink), biotite (black) and tourmaline (light to dark grey)	61
Figure 6 6: The formation of pegmatite deposits (Taken from Benn, D.N., 2022)	63
Figure 6 7: The fractionation of metals with distance from the granitic source showing the complexity of these types of deposits.	64
Figure 6 8: The Four Classes of Granitic Pegmatites (Černy, P., 1991)	65
Figure 6 9: Classification of Pegmatites of the Rare-Element Class (Černy, P., 1991)	66
Figure 7 1: Locations Selected for the Soil Sampling Program.	69

Figure 7 2: Targets for the 2017 drilling campaign.	70
Figure 7 3: Results of EarthEx Drone Manetic Susceptibility Map	71
Figure 8 1: Photo of the core logging area adjoining the core shack.	74
Figure 8 2: The core cutting facilities using the diamond core saw. Core racks outside of the cutting area hold core boxes that are awaiting cutting.	76
Figure 8 3: Core bundled, tagged and ready for storage.	77
Figure 8 4: Box ends with metal tags	78
Figure 8 5: Core storage area at the town gun range.	79
Figure 9 1: Histogram of sample interval width.	85
Figure 9 2: Bulk density Determinations in t/m3.	87
Figure 9 3: Snow Lake Quality Assurance and Quality Control Performance	88
Figure 9 4: Photo of drill pad with casing left in and a picket labelled TBL 054	101
Figure 9 5: Close up view of wooden picket for DH TBL-054 with flagging tape	102
Figure 9 6: Drill hole location marked by metal flag	103
Figure 10 1: Liberation profile for HLS sinks	108
Figure 10 2: Liberation profile for HLS floats	108
Figure 10 3: Kinetic rougher flotation cumulative recovery curves	110
Figure 10 4: Spodumene liberation profiles for tests F7 and F8	113
Figure 10 5: Sample Preparation Flowsheet	116
Figure 10 6: Grade, Recovery and Mass Pull Results of Cumulative Sink Products	120
Figure 10 7: Grade, Recovery and Mass Pull Results of Cumulative Sink Products	122
Figure 10 8: Global Results – Comparison of HLS Li Grade vs Recovery	123
Figure 10 9: Near Density Effect on the DMS 1st Pass	125
Figure 10 10: Near Density Effect on the DMS 2nd Pass	126
Figure 10 11: Magnetic separation results of +3.3mm fraction	128
Figure 10 12: Magnetic separation results of -3.3mm fraction	129

Figure 10 13: Second pass of magnetic separation of -3.3mm fraction middlings	130
Figure 10 14: Flotation test results	133
Figure 11 1: Long Section View of Grade distribution for TB	138
Figure 11 2: Long Section View of Grade distribution for GR	139
Figure 11 3: Plan View of topography	140
Figure 11 4: Oblique View of Topography with Grade Distribution	141
Figure 11 5: Oblique View with Drill Holes and Grade Shell	141
Figure 11 6: Block model parameters for the Thompson Brothers deposit	146
Figure 11 7: Block model parameters for the Grass River deposit	146
Figure 11 8: Search parameters used for the TB resource estimate.	147
Figure 11 9: Search parameters used for the GR Dk1 resource estimate.	148
Figure 11 10: Search parameters used for the GR Dk2 resource estimate.	149
Figure 11 11: Search parameters used for the GR Dk3 resource estimate.	150
Figure 11 12: Search parameters used for the GR Dk4 resource estimate.	151
Figure 13 1: Ultimate Pit Limits.	161
Figure 13 2: Grass River underground development and ore bodies.	165
Figure 13 3: Thompson Brothers underground development and ore body.	169
Figure 13 4: Production Totals for Underground and Open Pit Operations	176
Figure 13 5: Production totals per year by Resource Classification	180
Figure 14 1: Processing flowsheet	183
Figure 15 1: Snow Lake Lithium infrastructure layout	190
Figure 15 2: Snow Lake Lithium Access Road	192
Figure 15 3: Location of Mine Site, Transmission Facilities, and Herblet Lake Substation. (AIM Report)	195
Figure 15 4: Power substation layout (AIM Report)	196
Figure 16 1 : Lithium Market Supply vs. Demand Projection	200

Figure 16 2: Projected Electric Vehicles Sales	202
Figure 16 3: Projected Global Market Vehicles Sales for ICE and EVs.	203
Figure 16 4: Timeline of Major OEM Targets for EV and Hybrid Vehicle Sales.	204
Figure 16 5: Spodumene and Lithium Hydroxide Spot Prices (CIF China).	205
Figure 19 1: Pre -Tax Annual and Cumulative Undiscounted Cash Flows	225
Figure 19 2: Spider Chart for Pre-Tax NPV Sensitivity Analysis Based on All Mineral Resources.	238
Figure 19 3: Tornado Chart for Pre-Tax NPV Sensitivity Analysis Based on All Resources.	239
Figure 19 4: Spider Chart for Pre-Tax NPV Sensitivity Analysis Based on All Mineral Resources.	241
Figure 19 5: Tornado Chart for Pre-Tax NPV Sensitivity Analysis Based on Measured and Indicated Mineral Resources.	242
Figure 20 1: Zoro Project property outline and pegmatite discoveries	243
Figure 20 2: Peg North Property and other Foremost Lithium owned properties near Snow Lake, Manitoba	244
Figure 20 3: Laguna Gold Property Claim Map, Snow Lake, Manitoba	246

List of Tables

Table 1 1: Grass River and Thompson Brothers Underground: Summary of Lithium Mineral Resources based on a 6% Li2O Lithium Concentrate Price of $3,500	26
Table 1 2: Grass River Open Pit: Summary of Lithium Mineral Resources based on a 6% Li2O Concentrate Price of $3,500	27
Table 1 3: Annual Mining Production	28
Table 1 4: Li2O Recovery of the Thompson Brothers and Grass River Deposit	33
Table 1 5: Key Economic Results for All Mineral Resources	37
Table 1 6: Key Economic Results for Measured and Indicated Mineral Resources	38
Table 9 1: Summary Statistics for Sampled Drill Core Intervals in the Database	84
Table 9 2: Summary Statistics for Bulk Density Determinations	86
Table 9 3: Certified Lithium Values for Certified Reference Standards	89
Table 9 4: Internal duplicates for SRC and SGS laboratories	93
Table 10 1: Heavy Liquid Separation Products	105
Table 10 2: Heavy Liquid Composite Products	105
Table 10 3: HLS products assay by size fraction	106
Table 10 4: Sink/Float Mineralogy by size fraction	107
Table 10 5: Rougher flotation test parameters	109
Table 10 6: Overall recoveries of Li2O from rougher flotation tests	110
Table 10 7: Rougher optimization tests	111
Table 10 8: Cleaner Flotation Trials	111
Table 10 9: Locked Cycle Test Results	112
Table 10 10: LCT6 final tailings mineralogy and reconciliation	114
Table 10 11: Weight fractions of the main composite	115
Table 10 12: Ore sorting results and assays	116
Table 10 13: Table of minerals from XRD analysis	117
Table 10 14: summary of the grindability tests.	118

Table 10 15: Magnetic separation products results.	119
Table 10 16: Combined Sink Products Results Before Magnetic Separation	119
Table 10 17: Combined Sink Products Results After Magnetic Separation	119
Table 10 18: Magnetic separation products results.	121
Table 10 19: Combined Sink Products Results Before Magnetic Separation	121
Table 10 20: Combined Sink Products Results After Magnetic Separation	121
Table 10 21: Global HLS Test Results with target product grade of 6% Li2O (-6.3mm/+ 0.85mm)	123
Table 10 22: Global HLS Test Results with target product grade of 6% Li2O (-9.5mm/+ 0.85mm)	123
Table 10 23: Interpolated HLS Test Results for DMS Performance Estimation	124
Table 10 24: Potential Impact of Near Density Material on DMS 1st Pass	125
Table 10 25: Potential Impact of Near Density Material on DMS 2nd Pass	126
Table 10 26: Summary of DMS testwork at 2.7 and 2.9 SGs	127
Table 10 27: Overall Mass Balance of DMS Product	130
Table 10 28: Magnetic separation results +3.3mm and –3.3mm DMS concentrate	130
Table 10 29: Combined size fraction DMS concentrate Magnetic separation results.	131
Table 10 30: Flotation Reagent List	131
Table 10 31: Mica flotation results.	132
Table 11 1: Grass River and Thompson Brothers Underground: Summary of Lithium Mineral Resources based on a 6% Li2O Lithium Concentrate Price of $3,500	134
Table 11 2: Grass River Open Pit: Summary of Lithium Mineral Resources based on a 6% Li2O Concentrate Price of $3,500	135
Table 11 3: Resource Estimate for the Thompson Brothers and Grass River, Underground Lithium Project	135
Table 11 4: TB and GR underground resource estimate at difference cut-off grade	136
Table 11 5: Resource Estimate for the GR, Open Pit Lithium Project	136
Table 11 6: GR open pit resource estimate at different cut-off grades	137
Table 13 1: In-pit and In-stope resources at respective cut-off grades.	160

Table 13 2: Pit Optimization Inputs	164
Table 13 3: Underground design parameters.	167
Table 13 4: Underground design parameters.	171
Table 13 5: Mining equipment list.	174
Table 13 6: Production Totals for Underground and Open Pit Operations	175
Table 13 7: Grass River Open Pit Production Schedule	177
Table 13 8: Grass River Underground Production Schedule	177
Table 13 9: Thompson Brothers Underground Production Schedule	178
Table 13 10: Production totals per year by resource classification	179
Table 14 1: Spodumene recovery at different stages of the process.	189
Table 17 1: Summary of Environmental Baseline Studies and Findings	207
Table 18 1: Snow Lake Capital Expenditure Summary	218
Table 18 2: Initial CAPEX Summary	219
Table 18 3: Remaining CAPEX Summary (Year 1 to 9)	220
Table 18 4: Summary of Key Unit Operating Costs	220
Table 18 5: Life of Mine Operating Costs	221
Table 19 1: Projected Annual Revenues Pre-Royalties.	223
Table 19 2: Total Revenue Post-Royalties.	224
Table 19 3: Pre-Tax Annual Cash Flow.	224
Table 19 4: Pre-Tax Key Economic Results for All Mineral Resources.	225
Table 19 5: Pre-Tax Ket Economic Results for Measured and Indicated Mineral Resources	226
Table 19 6: Annual Taxes Breakdown and Post-Tax Cash Flow Summary for Measured, Indicated and Inferred Resources.	227
Table 19 7: Annual Taxes Breakdown and Post-Tax Cash Flow Summary for Measured and Indicated Resources.	228
Table 19 8: Detailed Cashflow (All Mineral Resources)	229
Table 19 9: Detailed Cashflow (Measured and Indicated Resources)	232

Table 19 10: Post-Tax Key Economic Results for All Mineral Resources……………………..236
Table 19 11: Post-Tax Key Economic Results for Measured and Indicated Mineral Resources.	236
Table 19 12: Sensitivity Analysis for Pre-Tax NPV Estimates for All Mineral Resources.	237
Table 19 13: Sensitivity Analysis on Pre-Tax NPV for Measured and Indicated Mineral Resources	240
Table 22 1: Summary of Key Economic Results for All Mineral Resources.	250
Table 22 2: Summary of Key Economic Results for Measured and Indicated Mineral Resources.	251

List of Acronyms

AACE	American Association of Cost Engineers
ABH	ABH Engineering Inc.
AI	Abrasion Index
AIM	AIM Power Solutions
BWI	Bond Ball Work Index
CAPEX	Capital Expenditures
CAT	Caterpillar Inc.
CIM	Canadian Institute of Mining, Metallurgy and Petroleum
Corp	Corporation
CRM	Certified Reference Material
DGPS	Differential Global Positioning System
DMS	Dense Media Separation
DSO	Direct Shipping Ore
EDA	Flotigam EDA (ether monoamine collector)
EV	Electric Vehicle
F80	Feed Particle Size at 80% Passing
FA2	Sylfat FA2 (fatty acid collector)
G&A	General and Administrative
GPS	Global Positioning System
GR	Grass River
GRL	Grass River Lithium
HLS	Heavy Liquid Separation
IAA	Impact Assessment Act
ICE	Internal Combustion Engine Vehicles
ICP	Inductively Coupled Plasma
ICPAES	Inductively Coupled Plasma Atomic Emission Spectrometry
ICPMS	Inductively Coupled Plasma Mass Spectrometry
Inc	Incorporation
IRR	Internal Rate of Return
ISO/IEC	International Organization for Standardization / International Electrotechnical Commission
JORC	Joint Ore Reserve Committee
LCE	Lithium Carbonate Equivalent
LCT	Lithium, Cesium, and Tantalum
LHD	Load Haul Dump
LOM	Life of Mine
Ltd	Limited
MCA	Mineral Claims Area
MMDF	Manitoba Mineral Development Fund
N	North
NAD83	North American Datum of 1983
NE	Northeast
NI 43-101	National Instrument 43-101
NPV	Net Present Value
NQ	47.6mm Sized Core
NTS	National Topographic System
NW	Northwest
NYF	Niobium, Yttrium, and Fluorine
OEM	Original Equipment Manufacturer
OPEX	Operating Expenditures

OREAS	Ore Research and Exploration Assay Standards
P. Eng	Professional Engineer
P. Geo	Professional Geoscientist
P80	Product Particle Size at 80% Passing
PHEV	Plug-in Hybrid Electric Vehicles
PMC	PMC Laboratory Ltd.
P-T	Pressure-Temperature
PTY	Proprietary
QAQC	Quality Assurance and Quality Control
QP	Qualified Person
ROM	Run-of-mine
RQD	Rock Quality Designation
RWI	Bond Rod Mill Work Index
SD	Standard Deviation
SEC	United States Securities and Exchange Commission
SG	Specific Gravity
SGS	SGS Canada Inc.
SLR	Snow Lake Resources Ltd.
SQ-XRD	SQ X-ray Diffraction
SRC	SRC Geochemical Laboratories
TB	Thompson Brothers
TBL	Thompson Brothers Lithium
TPA100	Tetradecanoyl phorbol acetate
TRS	Initial Assessment Technical Report Summary
UAV	Unmanned Aerial Vehicle
US	United States
UTM	Universal Transverse Mercator
VMS	Volcanogenic Massive Sulfide
VP	Vice President
WRA	Whole Rock Analysis
XRD	X-Ray Diffraction
XRT	X-Ray Transmission

List of Elements

Ag	Silver
As	Arsenic
B	Boron
Be	Beryllium
Bi	Bismuth
Cd	Cadmium
Ce	Cerium
Cs	Cesium
F	Fluorine
Fe	Iron
Fe2O3	Ferric Oxide
H2O	Water (hydrogen dioxide)
K(Li1.5Al1.5)(AlSi3O10)(F,OH)2	Lepidolite
KLi2Al(Si4O10)(F,OH)2	Lepidolite
Li	Lithium
Li2O	Lithium Oxide
LiAl(Si4O10)	Petalite
LiAlPO4(F,OH)	Amblygonite-montebrasite
LiAlSi2O6	Spodumene
Na2CO3	Sodium Carbonate
Na2O2	Sodium Peroxide
NaOH	Sodium Hydroxide
Nb	Niobium
P	Phosphorus
Rb	Rubidium
Sn	Tin
Ta	Tantalum
Ti	Titanium
W	Tungsten

List of Units

'	Foot
"	Inch
$/t milled	Dollar per tonne milled
$/t mined open pit	Dollar per tonne mined open pit
$/t mined underground	Dollar per tonne mined underground
$/t ore of DSO	Dollar per tonne of ore of DSO
$/t ore of product	Dollar per tonne of ore of product
%	Percent
°	Degree
°C	Degrees Celsius
µm	Micrometre (microns)
CAD$	Canadian dollars
cm	Centimeters
g	Grams
g/cm3	Grams per cubic gram
g/t	Grams per tonne
Ga	Gallium
ha	Hectares
kg	kilograms
km	Kilometers
km/hr	Kilometers per Hour
kV	Kilovolts
kW	Kilowatt
kWh/t	Kilowatt-hour per tonne
m	Metres
m/month	Metres per month
m3/s	Cubic metre per second
mm	Millimeters
Mt	Megatonne
MVA	Megavolt ampere
MW	Megawatts
pH	Potential Hydrogen
t	Tonne
t/m3	Tonnes per cubic metre
tpd	Tonnes per day
tph	Tonnes per hour
US$	US dollars
w/w	Weight per weight

 

1.Executive Summary  

1.1Introduction 

ABH Engineering Inc. (ABH) was consulted by Snow Lake resources (SLR) for the preparation of the following Initial Assessment Technical Report Summary (TRS) on the Thompson Brothers Lithium (TBL) and the Grass River Lithium (GRL) deposits, collectively known as the Snow Lake Lithium Project, located in Manitoba, Canada. The purpose of this Technical Summary Report is to conduct an initial assessment and prepare a document compliant with the United States Securities and Exchange Commission (SEC) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 and item 601 (b)(96) of Regulation S-K (SK-1300).

The scope of the Initial Assessment includes the study of the mineral resources, and the economic and technical viability of mineral extraction for the two deposits. The Thompson Brothers Lithium and Grass River Lithium deposits are in the mining friendly region of Snow Lake, Manitoba.

The Snow Lake Lithium Project is located 20km east of Snow Lake, Manitoba. Snow Lake is located approximately 684 km north of Winnipeg. The town centre of Flin Flon is located 200km away and is connected to Snow Lake though a well-paved highway. Flin Flon can be accessed via air from Winnipeg, allowing for an established route to the property.

1.2Property Description and Ownership 

The Thompson Brothers (TB) and Grass River (GR) properties are in North-Central Manitoba at the northeast end of Wekusko Lake, with approximate UTM coordinates of 455,000 E and 6,080,000 N, NAD83 Zone 14, lying within National Topographic System (NTS) Map Sheet 63JSE13.

The Snow Lake Lithium Project property area originally comprised 38 adjoining mineral dispositions covering 5,596 ha. The company had acquired additional land holdings of 13,603 ha of Crown land. Through additional staking of mineral dispositions on Crown Land in 2022, the SLR has increased the property area to the present 24, 515 ha.

22

 

1.3Geology and Mineralization   

Pegmatites are formed through extremely slow cooling of igneous bodies, forming during the very last stage of crystallization of magma, and the melt becoming enriched in volatiles and rare elements. (Omanayin, Y.A., et al., 2022) The mineral composition of pegmatites usually comprises of crystals of quartz, feldspars and micas; pegmatites range in composition from mafic, granitic to syenitic.

Resource-grade mineralization on the Snow Lake Lithium Project is hosted by the Thompson Brothers dike (TBL) on the east side of Crowduck Bay (northeast end of Wekusko Lake) and the Grass River set of four dikes (GR) on the west side of Crowduck Bay; several smaller and/or less intensively mineralized dikes have also been identified in the TBL and the GR.

The Thompson Brothers dike has been modelled as an intrusion into a pebble meta-conglomerate / greywacke group of host sediments. The dike has been interpreted as sub vertical, dipping between –81.5° and –87.5° towards 130° azimuth. The trend of the ore body has slight variations and is rolling to the East and West. The dip of the ore body is also rolling slightly. The dike carries both mineralised and unmineralized pegmatite as identified by the presence of spodumene as the lithium bearing mineral. Only the lithium bearing pegmatite has been modelled in this instance which extends 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; however, mineralisation has not been closed off either at depth or to the north or south of the drilled area.

The dike is generally orientated between 20° and 40° offset from the apparent foliation in the surrounding country rock and there is outcropping evidence of additional mineralised and unmineralized pegmatite in the area that is yet to be defined in terms of size and or orientation.

The dikes on the GR property intrude into older andesitic and monzonitic rocks. The average trend of the dikes is 125° and average dip of 60°. The total depth of the mineralized dikes is 574 m, a total length of 500m and a total width of 200m. As in the TB dikes, the pegmatite bodies have mineralized and unmineralized sections which were distinguished by the presence or absence of spodumene.

23

 

1.4Exploration  

In the fall of 2016, a modest program of prospecting, outcrop mapping, surface rock sampling, and soil sampling was completed. The primary purpose of the exploration program was to validate and expand on the previous work campaign.

In the winter of 2017, six drill holes totalling 1,007 m targeting the TB-1 pegmatite were cored (TBL-1 to 6). During the winter of 2018, 19 additional drill holes totalling 3,798 m were cored on the Property (TBL-15 to 24). Drill sections and plans were prepared, and interpretations of the geology and mineralization completed by SLR. A project database had been created and a model for the deposit had been developed. In March 2018, Manitoba Minerals/Nova Minerals staked an additional 18 mineral claims (3,319 ha) contiguous with the original TBL Property (20 claims, 2,277 ha).

SLR started a drill program in 2022 which consisted of drilling an additional 30 holes on the Thompson Brothers property. The company’s focus then shifted to the Grass River pegmatites on the property where 47 holes were drilled to date.

The company had also executed a magnetic survey utilizing a flying drone that can map the fabrics which control the mineralization as well as contrasts in magnetic susceptibility with neighboring lithologies. The EarthEx Drone Mag had previously demonstrated in 2019 that the magnetic susceptibility of the TB Pegmatite was notably lower than the surrounding country rocks. The

1.5Metallurgical Testing 

Metallurgical test work programs were conducted on samples from Grass River and Thompson Brothers deposits. Testing for comminution, flotation, dense media were conducted by SGS Lakefield for the Grass River samples and by PMC Laboratory Ltd. for the Thompson Brothers samples. Sorting tests were conducted by Steinert and Tomra on Grass River and Thompson Brothers material.

24

 

Sorting tests were effective in removing Fe₂O₃ impurities from the product stream, reducing the content from 2.23% to 0.63% while maintaining high lithium recoveries of 97% and rejecting 20% of the mass as waste.

The Bond Ball Mill Work Index of the ore was determined at 16.4 kWh/t.

Magnetic separation proved to be effective in removing the iron impurities, achieving less than 1.2% Fe₂O₃ after DMS for ore from both deposits. Lithium loss due to magnetic separation was less than 0.4% for Grass River ore.

The Dense Media Separation tests for the Grass River deposit shows that the concentrate grade is 6.45% Li₂O, and 5.27% Li₂O for the Thompson Brothers deposit. The middlings and fines were collected and sent for further processing and resulting in spodumene concentrate collected at the spodumene flotation process at 6.17% Li₂O for the Grass River deposit and 6.48% Li₂O for the Thompson Brothers deposit.

1.6Mineral Resource Estimate 

Table 1-1:Grass River and Thompson Brothers Underground: Summary of Lithium Mineral Resources based on a 6% Li2O Lithium Concentrate Price of $3,500

	Resources
	Amount (Tonnes)	Grades (%Li2O)	Cut-off Grade (%Li2O)	Metallurgical Recovery (%)
Measured Mineral Resources	664,540	1.15	0.3	77
Indicated Mineral Resources	6,275,985	1.11	0.3	77
Measured + Indicated Mineral Resources	6,940,525	1.13	0.3	77
Inferred Mineral Resources	774,657	1.03	0.3	77

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

·Mineral Resources were independently prepared by ABH Engineering Inc. 

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

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

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

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

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

·A 2500 tonne per day mill rate was used. 

·The resources are presented undiluted. 

·Values may not sum due to rounding. 

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

25

 

Table 1-2:Grass River Open Pit: Summary of Lithium Mineral Resources based on a 6% Li2O Concentrate Price of $3,500

	Resources
	Amount (Tonnes)	Grades (%Li2O)	Cut-off Grade (%Li2O)	Metallurgical Recovery (%)
Measured Mineral Resources	84,092	0.98	0.05	91
Indicated Mineral Resources	284,021	1.03	0.05	91
Measured + Indicated Mineral Resources	368,113	1.01	0.05	91
Inferred Mineral Resources	232,462	0.87	0.05	91

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

·Mineral Resources were independently prepared by ABH Engineering Inc. 

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

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

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

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

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

·A 2500 tonne per day mill rate was used. 

·The resources are presented undiluted. 

·Values may not sum due to rounding. 

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

26

 

1.7Mining Methods 

The project consists of two deposits: Grass River and Thompson Brothers. The Grass River deposit will be mined starting with a conventional truck-and shovel open pit operation that will transition into an underground longhole longitudinal bottom-up stoping on retreat using unconsolidated backfill. The backfill material will consist of dewatered and filtered tailings mixed with material that was rejected by the sorters.

The open pit operation will be done by a mining contractor with the pit producing for only one year before transitioning into underground. Mining will begin with four starter pits with three of the pits merging as mining progresses. The open pit operation will produce 624,000 tonnes of ore at an average grade of 0.91% Li₂O. Material that meets the 1% Li₂O threshold will be direct shipped, with the remaining ore that is above the mill cutoff grade being stockpiled. Table 1-3 summarizes the annual mining production over the life of mine.

Table 1-3:Annual Mining Production

Description	Unit	Year 0	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Total
Ore Mined	‘000 tonnes		624	932	1,353	1,362	1,327	1,283	1,237	1,249	411	9,776
Waste Mined	‘000 tonnes	289	2,997	260	22	23	22	21	21	13	-	3,380
Total Mined	‘000 tonnes	289	3,621	1,192	1,375	1,384	1,349	1,304	1,258	1,262	411	13,156
Lithium Mined	‘000 tonnes Li2O		5.66	7.39	10.43	10.32	11.05	10.44	12.56	11.66	2.54	82.05
Average Mined Diluted Grade%	Li2O		0.91	0.79	0.77	0.76	0.83	0.81	1.02	0.93	0.62	0.84

27

 

After the crown pillars at Grass River are recovered, the pits will be used as additional storage for excess tailings and waste that does not fit into underground voids.

Thompson Brothers will be mined using a similar method as Grass River: longhole longitudinal bottom-up stoping on retreat using unconsolidated backfill. The backfill material will consist of dewatered and filtered tailings mixed with material that was rejected by the sorters. No surface mining will be done at Thompson Brothers.

Underground mining of both deposits will utilize the same equipment fleet, with the fleet owned and operated by Snow Lake. The fleet will be mostly electric with the exception of some diesel support equipment.

Between the two deposits, underground production targets 912,500 tonnes per year (tpy) of sorted ore. This results in an average underground production of 1,249,000 tpy of ore. Total production from both underground deposits is 9.78 million tonnes of ore over the life of mine at an average grade of 0.84% Li₂O.

The total life of mine including open pit and underground operations is 9 years.

28

 

 

Figure 1-1: Open pit of Grass River

29

 

 

Figure 1-2: Underground workings of Grass River

 

Figure 1-3: Underground workings of Thompson Brothers

30

 

1.8Process and Recovery Methods 

The spodumene processing circuit for Snow Lake Lithium follows a well-proven extraction circuit. that is standard with in the industry. The ROM material will be first crushed using a jaw crusher at approximately 3,000 tonnes per day (tpd) pre-concentrated using X-ray transmission (XRT) ore-sorters to reduce the amount of low-grade material in the mill feed material. The accepted material from XRT sorters will be sent to the processing plant at approximately 2,500 tpd, and the rejects will be sent to a waste rock pile.

When the sorter accepted material enters the processing plant, the material will be cone crushed to particle size – 9.5 mm. The material of size +0.85 mm will be sent to 2 stages of Dense Media Separation (DMS), at SG 2.7 and SG 2.9 respectively.  The dense material collected from the second stage of DMS will reach approximately 6% Li₂O and is sent to the final product disk filter.

The remainder of the material will be sent to the magnetic separator to remove the iron impurities in the material, and to the deslime cyclones to remove the fines. This will be followed by mica flotation, where the mica is removed and send to thickener. Finally, the remaining slurry is sent to spodumene flotation for extraction of final product.

31

 

The spodumene recovery at the main stages is as shown below in Table 1-4 below:

Table 1-4: Li₂O Recovery of the Thompson Brothers and Grass River Deposit

	Thompson Brothers	Grass River
Sorter Recovery	83%	83%
DMS Product Recovery	58%	67%
Mill Recovery	77%	91%
Overall Recovery (with Sorter)	64%	75%
Combined
Total Overall Mill Recovery	80%
Total Overall Recovery (with Sorter)	66%

1.9Infrastructure 

Figure 1-4 shows the proposed infrastructure at the Thompson Brothers Lithium site.

Infrastructure will include:

·7 km new access road that allows construction, capital equipment, and operations supplies to be delivered. 

·Administration and mine office  

·Combination mine shop and warehouse 

·Processing plant 

·Water treatment facility 

·Retention pond for storage of process water 

·Power transmission line and substation 

32

 

·Ventilation shaft structures at each deposit 

·Fuel and lubricant storage 

·Underground Portal at each deposit 

Tailings pond will not be required, with filtered dried tailings being used as backfill for underground workings and to partially fill the open pits at Grass River.  

 

Figure 1-4: Layout of infrastructure on site

1.10Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups 

Snow Lake Resources initiated environmental and social baseline programs in May 2022 and these programs continue in 2023.  Baseline programs are aimed at collecting two years of baseline data to support the environmental applications needed to authorise the Project.  Baseline study areas were informed by the Mineral Claims Area (MCA) held by Snow Lake Resources.  The baseline programs will be reviewed and revised by considering the site layout and Project description in this report.  

33

 

The Project is not anticipated to require environmental review under the Federal Impact Assessment Act (IAA), although the Minister of Environment and Climate Change of Canada may designate a physical activity that is not prescribed by the Physical Activities Regulations if, in their opinion, the Project may cause adverse effects within federal jurisdiction, or public concerns warrant the designation. The Project will require an Environment Act Licence under the Manitoba Environment Act and the application will require supporting environmental and social studies.  The Project activities will include the diversion of a watercourse which will require an authorisation under the Federal Fisheries Act and potential compensation or an offset plan. This authorisation process can be lengthy and engineering and environmental studies will be required to support the application. Other authorisations will be required for the Project as described in this report.  

The town of Snow Lake is the nearest community to the MCA. The Project lies within Treaty 5 land with several Indigenous communities’ signatories. Mathias Colomb Cree Nation has asserted that the Project lies within the Nation’s Traditional Territory.  Engagement activities were initiated mid 2022 with Indigenous and local communities.  Engagement activities continue in 2023 with the additional objective of understanding any community traditional land uses.     

An approved Mine Closure Plan and financial assurance will be required prior to commencement of the Project.

1.11Capital and Operating Cost Estimates 

The capital and operating costs in this report are estimated by ABH Engineering Inc. and considered Class 4 estimates per the American Association of Cost Engineers (AACE) standards with an accuracy of -30 to +50% and contingencies added not exceeding 15% of the total cost. The estimations for capital and operating costs are compiled using vendor quotes, benchmarking from similar projects, and Qualified Persons estimates.

The initial capital cost required in year 0 is estimated at $50 million, whereas the remaining capital in subsequent years is estimated at $96 million. The bulk of the remaining capital is spent in year 1 to build the mill, powerline and substation, and other infrastructure costs. A closure cost of $10 million at the end of production. The total projected CAPEX is $146 million.

34

 

The most significant unit operating costs are underground mining estimated at $33.5 per tonne mined, and processing costs at $15.8 per tonne milled. Although the unit cost for DSO transportation to China is at $99.97 per tonne shipped, it represents less than 5% of the total LOM OPEX as it only applies to a small amount of ore shipped in year 1. The total operating cost over the LOM is estimated at $613 million. Mining cost makes up around 50% of the total operating cost, followed by underground development at 20%, and processing costs at 17% of the total operating cost.

1.12Economic Analysis 

The economic analysis in the initial assessment is preliminary and shows results including inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized. Economic results in this report will be shown based on all mineral resources, then reported based on measured and indicated resources only.

Cash flow calculations are based on a spodumene price estimation of $3500 per tonne, and $504 for the DSO product, along with NPV discount rate of 7% and private royalty of 1%. Provincial and federal taxes are assumed and presented in Section 19 of the report.  Pre-tax and post-tax key economic results for all mineral resources are presented in Table 1-5 below.

35

 

Table 1-5:Key Economic Results for All Mineral Resources

Economic Results – All Mineral Resources
	Pre-Tax	Post-Tax
Net Present Value	$1.76 Billion		$1.19 Billion
Internal Rate of Return	208 %		170 %
Payback Period	14 Months		14 Months

The key economic results based on measured and indicated resources is summarized in Table 1-6 below:

Table 1-6:Key Economic Results for Measured and Indicated Mineral Resources

Economic Results – Measured and Indicated Mineral Resources
	Pre-Tax	Post-Tax
Net Present Value	$1.52 Billion		$1.03 Billion
Internal Rate of Return	175 %		143 %
Payback Period	15 Months		15 Months

36

 

A Sensitivity analysis is conducted to study the variation of pre-tax NPV when changing major economic inputs. This includes varying the spodumene selling price, project CAPEX and OPEX, mill recovery, and NPV discount rate. The analysis shows that the pre-tax NPV is most sensitive to changes of spodumene price and most resistant to CAPEX fluctuations. An increase of 30% in spodumene will increase the NPV to $2.5 billion. Even in case of a 30% decrease in spodumene price, the pre-tax NPV is estimated to remain above $1 billion. The sensitivity analysis is also conducted based on measured and indicated resources and the detailed results are presented in 19.5.

2.Introduction 

The province of Manitoba is rich in valuable mineral resources such as gold, copper, lithium and more. With the increasing demand for lithium supply in the medical industry, aerospace technologies and most importantly the large demand for electric vehicles, the production of lithium ore becomes crucial in the mining industry.

Snow Lake Resources Ltd., d/b/a/ Snow Lake Lithium Ltd. (NASDAQ: LITM) (‘Snow Lake Lithium” or the “Company”) 100% owns the Thompson Brother Lithium Property (TBL Property) near the town of Snow Lake, Manitoba.  The Thompson Brothers Lithium Property contains the bisection of two pegmatite dikes that are enriched in lithium.

Snow Lake Lithium commissioned ABH Engineering Inc. (ABH) to complete an Initial Assessment (IA) of the Thompson Brothers Deposit and the Grass River Deposit with in the TBL Property. The following Technical Report Summary (TRS) is compliant with the Securities and Exchange Commission (SEC) Regulation S-K 1300.

2.1Purpose of the Technical Report Summary  

The purpose of the Technical Report Summary is to provide a rounded preliminary level study of the Thompson Brothers and Grass River deposits that considers the geological setting, mineral resources, mining methods, metallurgical testing program, processing methods and economics. Snow Lake Lithium may decide to file the TRS with SEC to disclose the available information of the mineral property to the public.

37

 

2.2Sources of Information and Data 

This Technical Report Summary was prepared by ABH, and communication with Snow Lake Resources was conducted through the following list of personnel:

·Christopher Gerteisen, Nova Minerals 

·Louie Simens, Nova Minerals  

·Peretz Schapiro, Snow Lake Lithium  

Any additional documentation and sources of information can be found in Section 24. References and Section 25. Reliance on Information Provided by the Registrant.

2.3Site Inspection  

Qualified Person from ABH completed the site inspection of the Snow Lake Lithium Property from May 23-25, 2023, to review the cores, logs and collected samples for the purpose Quality Assurance and Quality Control.

3.Property Description and Location 

The Thompson Brothers (TB) and Grass River (GR) properties are located in North-Central Manitoba at the Northeast end of Wekusko Lake. The UTM coordinates are 455,000 E and 6,080,000 N, NAD83 Zone 14 and within National Topographic System (NTS) Map Sheet 63JSE13. The properties are situated approximately 20 km east of the town of Snow Lake. The site of the abandoned Herb Lake Town, which was once a thriving mining town with a population of over 800 people is also nearby. The town of Snow Lake is a mining-friendly jurisdiction that has seen past producing mines of various commodities and is the location of the currently operating Hudbay Minerals’ New Britannia Mill, processing ores hauled from the Lalor Mine, some 10 km to the west.

38

 

3.1Project Ownership 

The Thompson Brothers Lithium Property originally was comprised of 38 adjoining mineral claims covering 5,596 ha. The company had acquired additional land holdings of 13,603 ha of Crown land. On January 6, 2023, the company announced that they had staked 9 more mineral dispositions which cover an area of 1,729 ha near Dion Creek, Lost Frog Lake, and Grass River East shown below. This brings SLR’s total land holdings to 24,114 ha.

 

Figure 3-1:Showing the location of staked claims.

Legal Disclaimer: The claims that are shown on this map are for visual purposes only. The author has not been able to verify that the claims that are shown match the governments archives and claims map. The author does not take any responsibility for any erroneous claims information.

39

 

3.2Surface and Mineral Rights 

In order for a person to have access to a parcel of land and stake a claim the operator must comply with the Surface Rights Act (1987) s. 16(1) that states “Unless expressly authorized by the Surface Rights Board, no operator has the right to enter upon, use, occupy or take the surface of any land, until the operator has obtained a lease of the rights specified therein granted by the owner and occupant, if any”.

Staking claims in Manitoba requires any person who is over the age of 18 to get a license. These licenses cost a small fee and are valid for a lifetime. A prospector must then comply with Manitoba’s rules with regards to claim boundaries that surround the property. The claim must be recorded within 30 days and filed with the Manitoba Economic Development, Investment and Trade Office. A claim sketch is also required.

To obtain a mineral lease, an application should be made in writing to the minister along with an application fee and rent for the first year.

There are minimum expenditures of work that are required to keep a mineral exploration lease and this work must be recorded. These expenditures can be found in Appendix A and B of the Mines and Minerals Act (1992), Mineral Disposition and Mineral Lease Regulation (1992). Under section 40 of Mineral Disposition and Mineral Lease Regulation (1992) work must be reported no longer than 60 days after each of the 5th, 10th, 15th, and 21st anniversaries of the issuance of the mineral’s lease.

3.3Permits 

Nova Minerals had given an update on the TB project through a press release dated February 7, 2017. The company had received drill permitting from the relevant local and provincial departments to undertake a drilling program during the winter months.

40

 

The directors notified the public on January 22, 2018, that they had a significant exploration program planned for the winter of 2018, and that all drill and work permits have been received from the Office of Manitoba Sustainable Development.

On December 13, 2021, SLR announced that they had received the permit that was required to initiate its 2022 winter drilling program.

SLR had engaged with SLR Consulting Canada to conduct environmental baseline studies as the first step in the environmental permitting process, which is required to progress an exploration project to the commercial mining and production stage. The environmental study was estimated to take approximately 2 years for completion.

3.4Social License 

The Snow Lake lithium project is near the town of Snow Lake which has been very open to mining activity in the region. Historic Herb Town was the site of a mining boom that drew prospectors to the region after the discovery of free gold in a quartz vein on the east shore of Wekusko(Herb) Lake. (Taken from https://www.mhs.mb.ca/docs/mb_history/68/herblake.shtml) There seems to be very little negative community and social impact.

The Wekusko Lake region lies near the boundary of land covered by Treaty Area 5 as shown in Figure 4.3, however, there are no First Nation Communities in the surrounding area as shown in Figure.

The company intends to have the project running completely on electricity for the production stage of the operation. Mining, sorting, and concentrating activities are going to be free of diesel or gasoline to ensure that the project has a neutral carbon footprint.

41

 

 

Figure 3-2: Map showing Treaty areas of Manitoba, where the Wekusko Lake region lies on the border of the land within the Treaty 5 territory. (Government of Canada, 2023)

42

 

 

Figure 3-3: Close up view of land covered by Treaty 5. The magenta line represents the boundary of Treaty 5 with the southern portion being a part of that land. Yellow circles show TB and GR projects. GR dikes are on land covered by Treaty 5, and the TB dike strad

43

 

 

Figure 3-4: Indigenous Groups of Manitoba and Indigenous Mining Agreements.

3.5Environmental Considerations 

Snow Lake Lithium has contracted with SLR Consulting Canada to conduct environmental baseline studies.

3.6Government Grants  

SLR had received a government grant in the amount of $62,000 CAD from the Manitoba Chamber of Commerce, Manitoba Mineral Development Fund. The grant was for the use of a UAV drone magnetic survey which will be employed by EarthEx Geophysical Solutions Inc. The drone was to conduct magnetic mapping of structural fabrics that control crystallization. The results would be used for future drill targeting.

44

 

On April 12, 2022, the company announced that they had received a second grant from the Manitoba Chamber of Commerce from the Manitoba Mineral Development Fund in the amount of $157,500 CAD to support its ongoing winter drilling campaign. The company planned on using the grant to assist with costs that relate to the next phase of helicopter supported drilling during the spring and summer months.

4.Accessibility, Climate, Local Resources, Infrastructure and Physiography 

4.1Accessibility 

The Thompson Brothers Lithium deposit is located 20km east of Snow Lake, Manitoba. Snow Lake is located approximately 684 km north of Winnipeg, a 7 hr (700 km) drive on well maintained, paved roadways.  The property can be accessed year-round via helicopter. The town of Snow Lake runs a craft charter service that hosts small planes and helicopters. The town centre of Flin Flon is located 200km away and is connected to Snow Lake though a well-paved highway. Flin Flon can be accessed via air from Winnipeg, allowing for an established route to the property from anywhere.

During the summer, the property is accessible through boat or barge across the adjacent Wekusko Lake. During the winter, ice and bush roads provide direct access to the property’s drill sites. Additionally, the Hudson Bay railway which runs latitudinally through Manitoba is located 35km south of the property, a municipal airstrip can be found 10km north, and the nearest highway is within 11km of the site.

45

 

 

Figure 4-1: Thompson Brothers Lithium Project located in the Snow Lake Region of Manitoba, Canada

4.2Climate 

The Snow Lake region is marked by short, cool summers and long, cold winters (Table 3).  The region has a sub-humid high boreal climate.  

46

 

The mean summer temperature is 12.5°C and the mean winter temperature is - 18.5° C. 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.  Rainfall is experienced throughout the year, being most abundant in June and July. Summer months face around 70mm of precipitation, but peak to over 100mm on occasion. Snowfall occurs from October to May and is usually over 20cm each month. 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. Exploration work, specifically diamond drilling is best performed from mid-January to the end of March when ice conditions are suitable to allow diamond drilling on Tower Lake and the large swamp area to the east.

4.3Local Resources 

The Manitoba Mineral Development Fund (MMDF) has commissioned a $60,000 grant to Snow Lake Resources to conduct a UAV EarthEx Survey to identify new pegmatite bodies. This is slated to begin during Winter 2021. Additionally, Snow Lake Resources have developed a relationship with Arctic Gateway Group, owners of the Hudson Bay Railway, to allow for ore to be transported either to the Port of Churchill or potentially to Tanco Mining’s spodumene flotation circuit. Tanco Mining signed a Memorandum of Understanding in 2019 with Snow Lake Resources to look into the potential of allowing them to use their processing facilities to produce saleable lithium concentrate. On April 12, 2022, the company announced that they had received a second grant from the Manitoba Chamber of Commerce for the Manitoba Mineral Development Fund in the amount of $157,500 CAD to support its ongoing winter drilling campaign. The company planned on using the grant to assist with costs that relate to the next phase of helicopter supported drilling during the spring and summer months.

47

 

The region of Snow Lake is an established mining community with over 70 years of mining activities taking place in the area. The town of Snow Lake is the closest populated area to the property and is host to common town infrastructure such as housing, sewage systems, a police and fire department, and restaurants. Other nearby community centers include Flin Flon and Thompson, both accessible by highway from Snow Lake. The nearest airport facility is located in Flin Flon, and Winnipeg (700km away) holds the closest international airport to the site. Gogal Air provides charter flights with helicopters and small airplanes in and out of Snow Lake. The company also specializes in air support for the mining industry. They have the resources to assist in drill moves and transport personnel to the field for claim staking. There is a gravel airstrip located approximately 8.5 km northwest of the property. Thompson

Snow Lake is the closest town to the SLR property and has the potential to provide work opportunities to local residents during the life span of the mine. According to the 2016 census profile, Snow Lake had a population of 899 with 498 total private dwellings. There was a 24.3% increase in population growth from 2011-2016. The total population of working age residents (15-65 years old) in the town is 590 people, making up 66% of the total population. 170 residents are 65 and older, and 30 residents are children between the ages of 0-14 years old.

4.4Infrastructure 

Currently, there is no permanent infrastructure at the Thompson Brothers property. A nearby valley could potentially host a future tailings storage facility. Construction of ramps and underground mining infrastructure is a possibility at the property.

4.5Physiography 

The Property is positioned towards the lower end of the Precambrian Shield within the Churchill River Upland Ecoregion of the Boreal Shield Eco-zone, which is the largest eco-zone in Canada. The property is neighbored by Wekusko Lake, part of the Wekusko Ecodistrict. It generally consists of acidic granitoid bedrock that form lightly sloped broadlands. The soil and rock composition are mainly stony, sandy morainal veneers on highlands, while lowlands primarily consist of peat-covered clayey glaciolacustrine blankets. Many of the ridges in addition to the low-lying areas tend to form towards the northeast.

48

 

Black spruce is a primary component of the area’s forest, although forest fires have created gaps in the forest cover. Aspen, jack pine, birch, and grass are also commonly found growing in the region. The Wekusko Lake is the main water source for the region, although other lakes and rivers around the area additionally contribute towards their respective zones.

 

Figure 4-2: Soil profile of Snow Lake Region (Obtained from Soil of the Snow Lake Area (agr.gc.ca))

49

 

5.History  

5.1History and Mining in Snow Lake 

Data taken from (https://web33.gov.mb.ca/imaqs/page/viewer/assessmentSearchForm.jsf). This history can be found from assessment reports maintained by the government of Manitoba.

Two geologists, J.B.Tyrell (1896) and W. McInnes, while working for the Geological Survey of Canada, explored Wekusko Lake and attracted other prospectors to the area. (https://northernprospector.ca/the-little-town-that-could-the-55th-parallel-boasts-19-producing-mines-over-the-last-100-years/) The first gold was discovered by M.J. Hackett and Richard Woosey, who staked the Kiski-Wekusko gold claims in 1914.

This led to a large area being staked in the region and the discovery of the first major gold-bearing vein that was named Rex M.C. (which was later became Laguna (Rex) Mine). After the sinking of two shafts, the area was home to a gold rush. Rex Mine, which was later renamed to Lagoona Gold Mines, produced 7,000 oz of gold.

The town of Snow Lake was established in 1947 to support the development and mining of the Nor-Acme Gold Mine. The region has since seen the production of 19 mines.

In 1949, Howe Sound began producing gold at the Nor-Acme Gold Mine, which poured its first bar in 1949 and closed in 1958.

The Stall Lake Mine was a volcanic massive sulphide copper-gold-zinc deposit that was mined and operated from 1964-1994. Anderson Lake Mine was also a massive sulfide copper-zinc which started mining in 1968 and closed in 1988.

Several lithium (spodumene)-bearing pegmatites have been discovered in the region. The first discovery was made by Peter Konbar while exploring his own claims. (Bannatyne, 1985) By 1932, 3 separate dikes had been outlined on surface. (Bannatyne, 1985)

50

 

These pegmatite dikes were named the Sherritt Gordon pegmatites after the company working on the dikes. (Later renamed the Grass River pegmatites) After further exploration in the area, several other pegmatite bodies were discovered in 1955 by Combined Developments and were named the Violet Pegmatites. These pegmatites are now known as the Thompson Brothers Pegmatites, which were named to honor the “Thompson Brothers” for their historic work early in the property’s history.

In 1942, mapping and sampling was conducted by Sherritt Gordon Mines on the property. Subsequently 29 diamond drill holes were drilled by Sherritt Gordon Mines on one of the spodumene bearing pegmatite dikes. Only 21 of these holes were drilled on the current claims held by SLR.

In 1956, CJ Power drilled 5 holes for a total of 246 m. These holes are outside of the current property boundary. From the logs, it was noted that pegmatites were intersected, however, spodumene was absent. Therefore, no logs or assays were completed. They had also excavated trenches on several islands in the Crowduck Bay Area. Magnetawan Iron Mines Ltd had also carried out exploration in 1956 while searching for other copper and nickel prospects on the northeastern shore of Crowduck Bay. Ground based geophysics and mapping were conducted which returned poor results. A 11-hole drill program followed for Cu and Ni (nickel).

Combined Developments Ltd had conducted a 26-hole drill program in 1956 as well, totaling 2,356 m. The holes had intersected the Violet Pegmatite containing spodumene and assays were sent to the lab for testing.

The Thompson Brothers as they were known, explored the property for around 10 years, from 1976-1987, by completing trenching and sampling. They drilled 2 shallow holes of 28.2 (later deepened to 58.77 m) and 60.96 m. The first hole was drilled in 1978-1979 and the second hole was drilled in 1981.

51

 

In 1985, there was development work that was done on Thompson #1 and Thompson #5 which included blasting and trenching one area. The trenching and blasting exposed a previously covered portion with abundant (20%) spodumene.  

In 1989, Lakefield Research carried out metallurgical testing and produced a spodumene concentrate from samples that were taken from a trench. The head grade of the rock sample was 2.93% Li₂O. From this sample, they managed to produce a concentrate that had a grade of 5.19% Li₂O.

Minor trenching and sampling of the TB-1 dike had been carried out in 1995 by Strider Resources. The following year, a 1,600mX400m grid was cut on the property with lines spaced every 50m.

From 1997-2006, 60 holes were drilled, however, only 3 of these were on the claims currently held by SLR.

Between 2007-2009, the property was optioned off to two other companies (Black Pearl Minerals and Forbes and Manhattan Inc), however no work was completed.

Bison Gold worked on the southwest side of Crowduck Bay where 266 soil samples were taken. Although the assays that were returned for gold (Au) were poor, one sample returned an anomalous Li grade from a known pegmatite occurrence.

In 2016, Ashburton optioned the TBL Property from Strider and then entered into an option agreement with Manitoba Minerals PTY Ltd of which Nova Minerals is the parent company. The property was prospected, and an attempt was made to find historical drill holes. Nine surface samples of pegmatite were sent for assays. In the Fall 2016, a program of prospecting and soil sampling was completed. During the winter of 2017, 6 drill holes totaling 1,006.58 m was completed on the TB-1 pegmatite. No report was done to summarize this work, however, the data files are available and have been reviewed as a part of this report. Quantum changed its name to Nova Minerals on December 15, 2017. Ashburton Ventures Inc. changed its name to Progressive Planet Solutions Inc. on May 31, 2018.

52

 

In 2018, Nova Minerals carried out another drill program consisting of 18 holes totaling 3,798.14 m on the TBL project. In March 2018, Nova staked an additional 18 mineral claims (Block B, 3,319 ha) contiguous with the original TBL property (Block A, 2,277 ha.) which can be seen in Figure 3.1. The Block B claims have been transferred to Snow Lake (Crowduck) Ltd., a wholly owned subsidiary of SLR.

In July 2018, Nova Minerals Inc. released an inferred resource estimate of 6.4 Mt @1.38% Li₂O. This resource estimate was prepared by Olaf Frederickson in accordance with JORC.

During 2021, Snow Lake Resources retained Frank Hrdy, P. Geo to prepare an NI 43-101 report. Conclusions drawn from that report were that the project was at an advanced stage, and that the project consists of Mineral Resource Estimate of 9,082,649 tonnes grading 1.00% Li₂O and the Inferred Resource of 1,967,911 tonnes at 0.98% Li₂O.  

*For a complete set of drilling information of the property can be found in Appendix A of this report.

5.2 Production 

To date, there has been no Li production from the pegmatites in the region. However, the Tanco Mine in southeastern Manitoba, northeast of Winnipeg has been a producer of Li, along with tantalum (Ta) and niobium (Nb) from a large pegmatite deposit. This deposit is of a different class from the classification that Cerny, P., had developed.

6.Geological Setting, Mineralization and Deposit 

6.1 Regional Geology 

The TBL and GR projects are geographically located in the Churchill geological province at the northeastern edge of the east-trending Flin Flon Volcanic Belt. The geological province has been dated at 1.92-1.88 billion years. The Flin Flon domain lies to the South of the Kisseynew Sedimentary Gneiss Belt which is 140 km wide, 240 km long and trending east. The Kisseynew Domain is a metasedimentary terrane that was caught in the collision zone of the Trans-Hudson orogen between the Archean Superior and Hearne Cratons at approximately 1.9-1.7 billion years. (Ansdell, K.M., et al., 1995) The generation of 1.92-1.87 billion years arc and oceanic crust in the Reindeer zone was followed by intra-oceanic accretion. Subsequently, intrusive and volcanic arcs had developed on top of the intra-oceanic accretionary complex which make up the Flin Flon Domain.  

53

 

To the south of the Flin Flon domain, rocks from the West Canada Sedimentary Basin can be found.

 

Figure 6-1: Regional Geology Map of Manitoba.

6.1.1Surficial Geology 

The rocks that make up the project area are Precambrian intrusives, metasedimentary, and metavolcanic which has a landscape of glacially scoured irregular surfaces with high relief. The units that are shown in purple in Figure 6.2 are offshore glaciolacustrine sediments composed of beds of clay, silt, and minor sand measuring between 1-20 m thick. The sediments were deposited from suspension of in offshore, deep water of glacial Lake Agassiz. They are usually scoured and homogenized by icebergs. The organics are mostly composed of peat or muck. Low relief wetland deposits can also be found, especially in areas of very low relief. The type of wetland settings that these rocks can be found in are fen, bog, swamp, and marsh.

54

 

 

Figure 6-2: Quaternary Geology of the Wekusko Lake Region. Red dots show the location of the TBL and GR dikes. (Modified from https://www.gov.mb.ca/iem/geo/gis/sgcms/pdfs/SG-63J_2006.pdf)

6.1.2Property Geology 

On the East side of Wekusko Lake, the bedrock consists of several fault-bounded blocks made up of juvenile ocean floor, arc related volcanic rocks and fluvial-alluvial and turbiditic sedimentary rocks.

55

 

 

Figure 6-3: Geology of the Thompson Brothers Lithium Project,

The Western Missi Block is bounded to the west by the Crowduck Bay Fault and to the east by the Herb Lake Fault. The strata here are folded into a tight syncline. The rocks that make up the Missi Group (1.85-1.83 billion years) are mostly clastic sedimentary rocks consisting of polymictic conglomerates, greywackes and sandstones which are thought to have been deposited in an alluvial-fluvial environment. The Missi group also contains thin units of interbedded felsic volcanic rocks. On the southeast side of the Herb Lake Fault lies the Herb Lake Block which mostly consists of a folded sequence of mafic to felsic volcanic rocks. The core of the fold is dominated by basalt with more felsic compositions of basaltic

56

 

andesite and andesites becoming more prevalent towards the contacts with the felsic volcanic rocks. To the northeast of the map, the North Roberts Fault block consists of mafic volcanic rocks (1.92-1.87 billion years) which were remnants of the ocean floor during the Trans-Hudson orogeny.

To the west of the Crowduck Bay fault, the rocks are mostly sedimentary turbidite sequences of the Burntwood Group (1.85-1.84 billion years) that were subsequently intruded by plutonic rocks.  

To the east of Wekusko Lake there are 3 main clusters of spodumene-bearing pegmatite dikes that are known as the Thompson Brothers (TB), Grass River (GR) and Zoro pegmatites. All pegmatites except for the Zoro pegmatite occur on the property. The Zoro pegmatite is on property owned by Foremost Lithium (formerly Far Resources) located to the east of the Thompson Brothers dike.

The GR pegmatites intrude diorite to quartz diorite while the Thompson Brothers pegmatite intrudes into sedimentary greywackes and conglomerate rocks of the Missi group. The dikes also differ in orientation.

All dike cluster are interpreted to have exploited fracture systems that formed during the regional D4 structural event which is highlighted below. (Cerny,P., et al. 1991)

6.1.3Structural Geology 

Structural studies of the Wekusko Lake geology record 4 deformational events that have affected rocks in the area. (Benn, D.N., 2022)

57

 

1.Folding associated with the accretion of the Flin Flon-Glennie arc between 1.88-1.87 billion years. This involved crustal shortening and plutonism.  

2.South-southwest compression and the collision between the Kisseynew domain and Flin Flon-Glennie arc with the Sask craton (1.84-1.81 billion years). The result was that the Kisseynew turbidite basin was inverted. Regional metamorphism peaked at 1.81 billion years and at the time, the Snow Lake block had reached temperatures between 500 and 700°C and pressures of 0.4-0.6 GPa.  

3.After peak metamorphism the D3 event recorded transpressional northwest trending shortening which buried the Sask Craton at syn- to post-peak metamorphic conditions. The formation of the Crowduck Bay Fault and Roberts Lake Fault blocks was associated with this event. The event is also recorded by Northeast trending mineral extension lineations.  

4. A period of brittle to ductile deformation followed which was caused by northwest trending compression. This event might be a continuation of the D3 event; however, dates have not been obtained. 

6.2Mineralization 

The Flin Flon belt has been the host to a variety of precious base metal and REE deposits. Major mineralizing events took place during the 3 stages of crustal development of the Trans-Hudson Orogen. These deformation events were pre-accretion, post-accretion, and continent-continent collision. Gold and syngenetic base metal gold deposits are associated with the pre-accretionary stage. The syn- post-accretionary stage hosts intrusion-related precious metal deposits. The continental collision stage is the host to orogenic gold and lithium-cesium-tantalum pegmatite deposits.

The mineral being sought after at the Snow Lake project is spodumene, a pyroxene group, lithium aluminum silicate (LiAlSi₂O₆). Spodumene occurs as prismatic and elongated crystals and tends to have striations across the crystal face (Figure 6-4). It comes in a variety of colors, generally based on how iron-rich the mineral is.  Iron rich minerals appear dark green while white spodumene is a product of low iron.  Interestingly, the TBL and GR spodumene is a light green colour but is Fe-poor.

58

 

 

Figure 6-4: An example of part of a pegmatite dike with spodumene (green) and potassium feldspar (pink) megacrysts

59

 

 

Figure 6-5: Piece of drill core showing the presence of spodumene (green), potassium feldspar (pink), biotite (black) and tourmaline (light to dark grey)

The TB and GR pegmatite dike clusters make up part of the Wekusko Lake pegmatite dike field. Several other dikes have been recorded towards the north along the Crowduck Bay fault. These clusters of dikes are also known as dike swarms. The dikes are all tabular in form and steeply dipping.  

The Thompson Brothers dikes are located on the east shore of Grass River linking Crowduck Bay to Wekusko Lake. At this location, there are 3 mineralized pegmatite dikes named TB-1, TB-2 and TB-3 that intrude into Missi group pebble to cobble conglomerates and greywackes.

60

 

The TB-1 dike was drill tested by Nova Minerals in 2017 and 2018 with 24 diamond drill holes, and 30 drill holes were drilled by Snow Lake Lithium in 2022 on the main dike.

The TB-1 dike strikes 040° and dips about 85° southeast. It ranges from 2.9-15.4 meters in true thickness but averages approximately 7.7 meters wide.

Dike TB-2 is situated to the north of TB-1 and has been traced for about 400 m along strike. This dike has not been located in outcrop and has had minimal drill testing with 8 holes. It is approximately 2.8 m thick and oriented sub-parallel to TB-1.

Dike TB-3 is located approximately 250m to the northwest of dikes TB-1 & 2. It is approximately 2.0 m thick and oriented sub-parallel to the other dikes with a strike of 040 and dip of 80° to the northwest.

All TB dikes are sub-parallel to the northeast-trending foliation and strata in general. Dike TB-2 could represent the faulted northern extension of dike TB-1, or an en-echelon dilational structure. Dike TB-2 remains open along strike to the north and to depth.

Grass River consists of 4 sub-parallel lithium-bearing pegmatite dikes.

The dikes on the GR property intrude into older andesitic and monzonitic rocks. The average trend of the dikes is 125° and average dip of 60°. The total depth of the mineralized dikes is 574 m, a total length of 500m and a total width of 200m. As in the TB dikes, the pegmatite bodies have mineralized and unmineralized sections which were distinguished by the presence or absence of spodumene

6.3Deposit 

Pegmatites are a type of coarse-grained intrusive igneous rock which have highly evolved compositions and can be enriched in incompatible elements. (Benn, D.N., 2022) These deposits are known to host industrial, rare metals, exotic minerals, and gemstones. The pegmatites of the Wekusko Lake pegmatite field occur as steeply dipping dikes. (Benn, D.N., et al., (2022) The pegmatites of interest have been dated at 1.78 billion years.

61

 

Pegmatites typically occur as dike swarms that emanate from the roof of a source granitic pluton. (Benn, D.N., 2022).

 

Figure 6-6: The formation of pegmatite deposits (Taken from Benn, D.N., 2022)

Pegmatites are formed from extremely slowly cooled igneous body which forms during the very last stage crystallization of magma and are enriched in volatiles and rare elements. (Omanayin, Y.A., et al., 2022) The minerals which make up pegmatites are usually crystals of quartz, feldspars and micas. These types of igneous rocks can range in composition from mafic to granitic to syenitic (Omanayin, Y.A., et al., 2022) These bodies can occur in many geological settings as irregular masses, lenses, sills or dikes and can have extents from a few metres to several kilometers across. (Omanayin, Y.A., et al., 2022) The crystals of the slow-cooling magma are typically 3 cm or more across, however, it has been documented that crystals can also span 10 meters or so. (Omanayin, Y.A., et al., 2022)

62

 

Baker hypothesized that early in the cooling history of a pluton, dikes cannot propagate longer distances and will be closer to the source of the parent intrusion (Baker, D.R., 1998) This is because the surrounding country rocks have not been significantly heated. Dikes that form a lot later can propagate approximately 10 km away from the source. Because these magmas migrate from the source, it can be expected that these systems are chemically more evolved than the parent source.

The granitic magmatic bodies that are the sources of pegmatites contain substantial water. The first minerals to crystallize are usually anhydrous minerals such as felspars which, in turn, leaves the magma increasingly water-rich. (Omanayin, Y.A., et al., 2022) Rare elements such as Li, Nb, Ta, Be, W and Sn are restricted from entering into atomic substitution in the granitic minerals and become concentrated in the water-rich residual magma forming minerals such as spodumene, niobite, tantalite, beryl, wolframite, cassiterite and Columbite. (Omanayin, Y.A., et al., 2022) As quartz and feldspar start to crystallize, the melt becomes more enriched in incompatible elements (Ta and Nb), Rare alkalis (Li, Cs, Rb) and fluxes of B, F, Li, P and H₂O. These phases help lower the granite melt solidus, reduce the viscosity, and increase ionic diffusivity. (Benn, D.N., 2022)

 

Figure 6-7: The fractionation of metals with distance from the granitic source showing the complexity of these types of deposits.

Cerny attempted to classify pegmatites, grouping them into classes, families, types, and subtypes. These classifications are based on emplacement depth, bulk chemistry, geochemical signature of accessory minerals, metamorphic environment, and P-T conditions of crystallization. These classification schemes are widely used and accepted and are outlined in the tables below. (Cerny, P., 1991)

63

 

 

Figure 6-8: The Four Classes of Granitic Pegmatites (Černy, P., 1991)

The classes are abyssal, muscovite, Rare-Element and Miarolitic. The Rare-Element Class is subdivided into the LCT (lithium, cesium and tantalum), and NYF (niobium, yttrium and fluorine). The types of pegmatites which have an enriched Li-signature are the Complex and Albite-Spodumene subtypes. The predominant lithium minerals which are associated with pegmatites are spodumene (LiAlSi2O6), petalite (LiAl(Si4O10)), and lepidolite (KLi2Al (Si4O10)(F,OH)2 to K(Li1.5Al1.5)(AlSi3O10)(F,OH)2) and also the phosphate series amblyonite-montebrasite (LiAlPO4(F,OH)). (Cerny, P., 2012)

64

 

 

Figure 6-9:Classification of Pegmatites of the Rare-Element Class (Černy, P., 1991)

65

 

Pegmatites commonly exhibit zoning in the deposit. These zones are characterized by their differences in grain size, texture, or mineralogy. Pegmatites that do not display zoning are usually near the source granite and tend to be poorly evolved. (Benn, D.M., 2022) 5 to 9 zones can be observed in most pegmatites. (Up to 11 at the Tanco Mine) The 5 main zones are, from the inner to the outer margins, the border, wall, intermediate, central and core zones. Not all zoning is always present at all dikes. Zonation can vary with depth and the contacts between the zones can be gradational.

The pegmatites of the Wekusko Lake area from the drill logs appear to be of the complex albite spodumene type because they do not have any complex internal zonation of mineralogical units or diverse mineralogy.

7.Exploration 

Nova Minerals announced in May 2016, that the company was planning on developing an exploration program for the Snow Lake property that would verify the historic estimate as a mineral resource in accordance with the S-K 1300 code which would include:

•A high-resolution airborne magnetic survey over the entire property. 

•Due diligence drilling over the known dikes. 

•Additional exploration drilling along strike to potentially test new targets that were identified. 

•Property-scale mapping, prospecting, and sampling to explore larger property for other dikes or a continuation of the dike corridor. 

•Take additional sample material for further metallurgical studies. 

Early reconnaissance exploration was taken on the property in 2016 and consisted of mapping of Li-bearing outcrops as well as surface sampling of spodumene bearing pegmatites. The goal of the exploration program was to prove the presence of lithium and determine Li content using modern technology and checking this with broader historic work conducted on the property to validate the data.

66

 

The interpretation of the historical data has proven that there are other lithium bearing structures on the property which has the potential to increase overall tonnages on the deposit.

In November 2016, an exploration program was conducted on the TB property by Dahrouge Geological Consulting Ltd on behalf of Ashburton Ventures. The primary purpose of this exploration program was to validate and expand on the previous 2016 work campaign, as well as other historical work that was undertaken on the property. The crew was also employed to investigate the potential for other pegmatites on the property, as well as carry out further geological mapping and sampling of the pegmatite outcrops.

From 2016-2017, exploration work on the property included 2 modest programs of prospecting, outcrop mapping, surface rock sampling (9 samples) and soil sampling (942 samples). Two lines were missed for the soil sampling program due to a combination of poor weather conditions and difficult access from the lake. Other samples could not be taken because of swampy conditions, or lack of profile to sample.

67

 

 

Figure 7-1:Locations Selected for the Soil Sampling Program.

On August 28, 2018, the company announced that the prospecting team had found a new zone of spodumene bearing outcrops previously identified as part of the Sherritt Gordon pegmatite cluster 300 m to the southeast. The company was pleased with the new discovery which has the potential to increase the resource estimate and add to the scale of the Thompson Brothers deposit.

Nova Minerals carried out a drilling program during the winter months starting in 2017 and finished in 2018 to test the extent of the TB dike. The drill holes were then analyzed for their lithium potential. SLR also drilled another part of the Thompson Brothers property (Holes BYP 001-008).

68

 

 

Figure 7-2:Targets for the 2017 drilling campaign.

SLR started a drill program in 2022 which consisted of drilling an additional 30 holes on the Thompson Brothers property. The company’s focus then shifted to the Grass River pegmatites on the property where 47 holes were drilled to date.

69

 

The company had also completeda magnetic survey, utilizing a flying drone mapping the fabric controlling the mineralization as well as delineating contrasts in magnetic susceptibility at lithological contacts. The EarthEx Drone Mag had previously demonstrated in 2019 that the magnetic susceptibility of the TB Pegmatite was notably lower than the surrounding country rocks. The results of the drone survey were released on February 15, 2022 and are shown below.

 

Figure 7-3:Results of EarthEx Drone Manetic Susceptibility Map

7.1Drilling 

A table of drilling information as well as drill core highlights can be found in the Appendix section of this report.

70

 

1942: Sherritt Gordon drilled 28 holes with one wedge hole totaling 906.72 m. Due to their age, the assessment reports didn’t include coordinates for the drill locations or drilling azimuths. All holes were drilled at a dip of -35° to -45°,

1955: Combined Developments completed a total of 17 holes on the Violet Property. The holes totaled 1,676.23m and drilled at an azimuth of 030 to 090 and at dips ranging from -45° to -60°. The coordinates for these locations are recorded.

1956: Combined Developments drill program continued through 1956 with 9 holes for a total of 1,122.41m. These holes followed the abovementioned azimuths and dips.  

1978-1979: The Thompson Brothers carried out a lot of work on the property in the years 1978-79 and 1981. In the year 1978, the brothers drilled a hole for a total of 28.2 m in 1978 and then deepened this hole to 59.73 m the following year.

1981: Thompson Brothers drilled another hole at 090/-47 to a total depth of 60.96m.

The plan for the 2017 drilling program was to set preliminary drill targets that were identified using historic hole information. The holes would be along a series of section lines that would intersect the pegmatite at varying depths along the strike length using step out drilling at 100-meter intervals. The step out direction would be from the southwest to the northeast.

During the winter of 2017, six holes were drilled by Manitoba Minerals PTY (a subsidiary of Nova Minerals) to a total depth of 1,007 m to test the extent of the TB-1 pegmatite.  The drill holes are listed in Appendix A and were given hole ID’s TBL-1 through TBL-6. NQ size core was drilled and recovered.

Drilling resumed during the winter months of 2018 with 18 additional holes (TBL- 7 through 24) cored for a total of 3,798 m. Drill sections and plans were prepared by SLR. Interpretations of geology and mineralization were established, and a project database was created for the project. A resource model was also planned for the deposit.

71

 

During the 2018 drilling program, Asabanaka Drill Services G.P. Corp. was selected as a contractor to provide drilling services. A Zinex A-5 drill produced NQ sized core. The core was found to be competent with excellent recovery averaging 99.75%. This phase of drilling was designed to test the extensions of the known pegmatite, identification and preliminary definition of nearby sub-parallel pegmatites outcropping to the northwest, and infill drilling for resource definition.

A third drill program was initiated by SLR in 2022 and included expanding the initial resource of the Thompson Brothers pegmatite dike. An additional 38 holes were drilled in 2022 by SLR and were named TBL-025 to TBL-054. 8 holes were also drilled on another prospect named BYP-001 to BYP-008. The drilling company that was used for the project was called Quesnel Bros Drilling which supplied two drills. SLR had also signed a contract for a third drill from Forage BRL to join the drilling campaign.

The Grass River pegmatites were drilled for the first time by SLR in 2022. The drill program consisted of 47 drill holes totaling 9,187 m. These drill holes and highlights are listed in Appendix A.

8.Sample Preparation, Analyses, and Security 

The Qualified Person was on site at the SLR property from May 23-25th, 2023. He was accompanied by Mr. Brian Youngs (VP of Exploration), and Mr. Ronald Scott (On site Geologist) of SLR. The logging and cutting facilities were carried out at a residence rented by SLR, and the core storage facility was temporarily beside the gun range in town.

8.1Logging and Sample Preparation 

While on site, the Qualified Person was given a tour of the core cutting and logging facilities and discussed with staff the procedures that were in place when the core was delivered to the logging facilities:

Each morning, the core would be delivered to the gun range in town by helicopter. The core would arrive with lids taped on top in bundles. The core was then loaded into a truck and transported to the logging facilities, brought inside and spread out on sawhorses.

72

 

 

Figure 8-1: Photo of the core logging area adjoining the core shack.

The geological technician would check to see whether the blocks inserted by the drillers contained any errors. They would also ensure that the core was oriented the right way and that no boxes were missing. The geological technician would also record the RQD (Rock Quality Designation).

73

 

The Qualified Person is satisfied that there was an established chain of custody in place from the time that the drillers emptied the core barrel into the core boxes at the drill, to the time that it arrived at the core logging facilities.

The logging geologist would first analyze the core, making notes of any interesting features, structures, and mineralization. Sampling was performed by the logging geologist who would start inserting sample tags at certain intervals chosen by him. The samples would start 20 m before the start of the dike, and end 20 m after the dike, to ensure that any mineralization in the wall rock would be sampled and sent to the lab for assaying. The core was then photographed while it was wet, with the sample tags in place before being taken to the cutting shack. After being photographed, the core was taken to the cutting shack, where it was cut by the logging geologist using a diamond saw. The unmineralized sections were not cut and would remain as full core in the core box.

74

 

 

Figure 8-2: The core cutting facilities using the diamond core saw. Core racks outside of the cutting area hold core boxes that are awaiting cutting.

After the core was cut, the witness core would be palletized as a bundle and taken to the gun range in town for storage; the mineralized and unmineralized sections separated in two storage areas. Affixed to the end of the core boxes are metal tags that have been stapled to the boxes for identification. The metal tags were labelled with hole name, box number and meterage.

75

 

 

Figure 8-3: Core bundled, tagged and ready for storage.

76

 

 

Figure 8-4: Box ends with metal tags

77

 

 

Figure 8-5: Core storage area at the town gun range.

The mineralized samples were cut and bagged along with the correct sample tag. They were then placed into rice bags with a maximum weight of 18.14 kg and then zip-tied closed.

The logging, cutting, and sampling facilities were found to be adequate and have met industry-accepted standards.

8.2Drill Sites 

The drill holes were geo-spotted, using a Reflex TN14 Gyrocompass, used instead of a traditional compass, greatly improving the accuracy of the drill azimuth and dip. The casing was left in the drill holes during the 2017 drilling campaign, casing was pulled out in 2018, in 2022 casing was also left in the holes. Drill hole caps were placed on the drill casing with the name of the hole, azimuth, and dip. For holes without casing, hole names, azimuth and dip were labelled on a picket and then inserted next to the drill hole as a record.

78

 

During the QP visit, it was found that hole TBL-020 was missing boxes of some of the best mineralized intercepts, potentially due to a box-tag mislabeling error. A search for the missing core boxes was conducted and abandoned after a short while. The QP was assured that the core would be properly stored on core racks in a storage facility in the coming months, and that these errors would be addressed at this time.

8.3Drill Core Analysis 

The core from 2017 was analyzed at Actlabs in Ancaster, Ontario. The 2018 and early 2022 drill core was analyzed by SRC Geochemical Laboratories, Saskatoon, Saskatchewan, Canada. Post March 2022, SGS Laboratories carried out the preparation of the samples at their lab in Lakefield, Ontario and then shipped sample pulps to their lab in Burnaby, British Columbia for analysis.

Actlabs Quality Assurance system is accredited to international quality standards through the Standards Council of Canada and the Canadian Association for Laboratory Accreditation. They are certified to the standard of ISO/IEC 17025:2017.

SRC management systems operate in accordance with ISO/IEC 17025:2005, General Requirement for the Competence of Mineral Testing and Calibration Laboratories. They are also compliant with ASB Requirements and Guidance for Mineral Analysis Testing Laboratories. The lab is assessed on a regular basis, both externally and internally to ensure that it continually meets these requirements.  SRC’s management system and selected methods are accredited by the Standards Council of Canada.

SGS Canada also conforms to the requirements and is accredited to ISO/IEC 17025 standards.

Sample preparation includes all steps that are taken in the lab to render a sample into a form that is suitable for chemical analysis. This results in sub-samples that are representative of the total sample. Drill core preparation consisted of crushing,, splitting and pulverizing samples. The labs employ standard industry procedures. Each sample is crushed to better than 70% – 2mm and a 1 kg split was pulverized to better than 85% passing 75 µm. The samples were analyzed using partial and total acid digestion.

79

 

The samples at Actlabs were analyzed using code UT-7 Sodium Peroxide Fusion (ICP and ICPMS). This is a total fusion analysis which results in total metal recovery. The elements analyzed were Al, As, B ,Ba, Be, Bi, Ca, Cd, Ce, Co, Cr, Cs, Cu, Dy, Er, Eu, Fe, Ga, Gd, Ge, Ho, Hf, In, K, La, Li, Mg, Mn, Nb, Nd, Ni, Pb, Pr, Rb, S, Sb, Se, Si Sm, Sn, Sr, Ta, Tb, Te, Th, Ti, Tl, Tm, U, V, W, Y, Yb, Zn. The detection limit for Li was 3 ppm.

SRC analyzed the samples under procedure code ICP1 which is a four-acid digestion procedure producing both a total and partial digestion ICP analysis. Partial digestion was achieved by preparing 1.00 g pulp and then digesting it with 2.25 ml of 8:1 HNO₃:HCl for 1 hour at 95°C. The elements that were analyzed after partial digestion were Ag, As, Bi, Co, Cu, Ge, Hg, Mo, Ni, Pb, Sb, Se, Te, U, V, Zn. Total digestion was carried out by preparing 0.125 g of pulp and gently heating it in a mixture of HF/HNO₃/HCLO₄ until dry and the residue is then dissolved in dilute HNO_3. The elements that were analyzed after total digestion were Ho, K₂O, La, Li, MgO, MnO, Mo, Na₂O, Nb, Ni, P₂O₅, Pb, Pr, Sc, Sm, Sn, Sr, Ta, Tb, Th, TiO₂, U, W, Y, Yb, Zn and Zr.

SGS used a Na₂O₂ fusion with method code GE_ICP92A50 for Li, Ag, As, Bi, Cd, Ce and then analyzed by ICPAES. The other elements (Co, Cs, Dy, Er, Eu, Ga, Gd, Ge, Hf, Ho, In, La, Lu, Mo, Nb, Nd, Pb, Pr, Rb, Sb, Sm, Sn, Ta, Tb, Th, Tl, Tm, U, W, Y, Yb, and Zr) were tested with a Na₂O₂/NaOH fusion and analyzed using ICPMS with method code GE_IMS91A50. The detection limit for Li was 10 ppm.

Lithium values were given in ppm and converted to Li₂O using a conversion factor of 2.153.

All labs have internal QAQC procedures in place to monitor the accuracy and precision of their work.

80

 

8.4Author’s Opinion 

The QP has verified that there was a documented and reliable chain of custody of drill core from the time the drillers had emptied the core tube into the core boxes, delivered it to the core shack, to the cutting shack and transportation to the lab for analysis.

All core logging, sampling and cutting was done to industry accepted standards for the project. The QP is also satisfied that all assaying was done by labs that are accredited and meet ISO/IEC 17025 standards.

9.Data Verification 

Part of the verification process includes the Qualified Person analyzing the Quality Assurance/Quality Control (QAQC) protocols that were used by Nova/SLR. Another part of the verification process is to analyze the QAQC protocols that are in place at the lab.

The historical drilling (1942-1997) on the TBL property could not be validated. This is because the locations of the holes weren’t surveyed, the logging records are poor and incomplete, assay certificates are unavailable, and no QAQC data is available. This data was useful for geological and exploration purposes; however, this data is not suitable for inclusion in the resource estimate in accordance with SK-1300 regulations.

9.1Previous Site Visit by Canmine Consultants 

The former Qualified Person (Frank Hrdy) had visited the site several times while the drilling campaign was ongoing. He personally discussed core logging and handling procedures. He also had the logging geologist lay out some example core so that the former Qualified Person could verify that the procedures used were industry standard, and acceptable for the purposes of SK-1300. A follow-up re-logging and re-sampling program was suggested by the Qualified Person. This was to ensure that mineralized sections at the margins of the dike contacts and into the host rock that were missed the first-time logging, were logged to an acceptable standard.

81

 

The Qualified Person also conducted a DGPS survey of many of the drill holes but could not locate all of them because drilling was done on frozen ground, and some were under deeper water during his site visit. He also visited the SGS Laboratory in Saskatoon for a tour of the facilities.

The former Qualified Person’s site visit covered up to hole TBL-024 but did not include any of the 2022 drilling.

9.2Quality Assurance and Quality Control 

QAQC are the major components of quality management. Quality Assurance is “The assembly of all planned and systematic actions necessary to provide adequate confidence that a product, process, or service will satisfy given quality requirements”. Quality control is defined as “The system of activities to verify if the quality control activities are effective”. These systems are designed to monitor precision and accuracy of assay data. Checks for contamination are also performed using these procedures. QAQC checks can also disclose overall sampling-assay variability of the sampling method itself. The QA are checks and procedures which are followed before a batch of samples are sent to the laboratory. This involves the insertion of check samples which include blanks, duplicates, and Certified Reference Standards. QC is the process that is used to check precision of the assay data on returning from the laboratory. This is critical for determining the quality of the data as well as any deviation that exists from the norms. The checks can also be used determine if any re-sampling needs to be performed.

The 2017 drilling program was managed by Dahrouge Geological Consulting Ltd. During the site visit in 2019, the previous Qualified Person was not shown the core handling, logging, sampling, shipping, assaying, security protocols from the 2017 program at the time that he wrote the report. However, he was shown the QAQC program during the, however, the re-logging and re-sampling in August 2019, that was conducted to industry accepted QAQC protocols. In addition, all drill core that was analyzed by Actlabs from the 2017 drilling campaign was re-assayed by SRC.

QAQC protocols consist of the regular insertion of blanks, duplicates, and Certified Reference Standards (OREAS 147, 148, 149 and 999) with every 20-sample batch. Drill core samples that were a part of the TBL Project were sent to SRC labs in Saskatoon for preparation and analyses and the duplicates and check samples were sent to SGS Laboratories in Lakefield, Ontario.

82

 

Core boxes were inventoried, meterage blocks were verified, core recoveries and RQD were estimated, and bulk densities were determined. The core was logged and relevant data on lithologies, mineralogy, and structures were documented, and sampling intervals designated. An experienced logging geologist and technician followed standard core logging, cutting and sampling protocols.  

9.3Sampling Method and Approach 

Sampling of mineralized core was done on a geological basis, as determined by the person responsible for logging the core. The logging geologist was responsible for marking sample intervals and drawing a cut line down the core to visually aid the core cutters on where to make their cut. Photos of the drill core were digitally taken before being sampled. Sampling intervals were typically 1.0 m, with samples as short as .07 m. and as long as 1.75 m.

Table 9-1: Summary Statistics for Sampled Drill Core Intervals in the Database

TBL and GR Database – Sampling Interval Statistics
Count	1967
Minimum	0.07
Maximum	1.75
Range	1.68
Average	1.06
Standard Deviation	0.034
Median	1
Mode	1

83

 

The cutting of the core was done using a diamond saw. Half of the cut core was placed in plastic sample bags, and the remaining half left in the core box. For consistency, the same half of core was collected for each sample. Sample intervals were marked with a red grease pencil and a metal tab was stapled into the core box at the beginning of each sample interval as a visual aid to know where the last sample ends and the next sample starts. Another sample tag was placed in the sample bag which was sealed with a plastic bar lock tie and placed into woven rice bags to prepare them for shipping. A third tag was kept with the geologist for records of the sample, in case these need to be looked at again or resampled in the future.

 

Figure 9-1: Histogram of sample interval width.

9.4Bulk Density Determinations 

Bulk density measurements were made on a continuing basis during both drill programs. Sections of core were trimmed perpendicular to the core axis, and the average length and diameter of each was measured using a caliper. Each core sample was then weighed. These data were used to calculate the average bulk density of 2.71 t/m3 based on 48 individual measurements.

84

 

Table 9-2: Summary Statistics for Bulk Density Determinations

TBL Database – Specific Gravity Statistics
Count	37
Minimum	2.59
Maximum	2.83
Range	0.24
Average	2.71
Standard Deviation	0.064
Median	2.72
Mode	2.76

85

 

 

Figure 9-2: Bulk density Determinations in t/m³.

9.5Blanks 

Certified Reference Blanks were inserted into the sample stream at SRC and SGS for analysis. This was done at a frequency of 1 for every 20 samples. The reasoning behind inserting blanks is that the blanks should not contain any lithium. If lithium is detected, this alerts the person doing the analysis that there is most likely cross-contamination during sample preparation and assaying. This can be due to several factors.

86

 

 

Figure 9-3: Snow Lake Quality Assurance and Quality Control Performance

From Figure 9-3, blanks 22 and 23 are shown to have values of 0.144% and 0.088% Li₂O respectively. These blanks are above the acceptance line which is determined by taking the detection limit and multiplying by 10. In the Author’s opinion, the blanks are acceptable for this report and support the use of the analytical results for continued interpretation, evaluation, and the resource estimate.

9.6Certified Reference Materials (Standards) 

Standards are used to monitor analytical accuracy and to identify potential problems with specific batches of samples. Four standards were chosen for the analysis and named Oreas 147, 148, 149 and 999. One standard was inserted into the sample stream for every 20 samples taken.

87

 

Table 9-3: Certified Lithium Values for Certified Reference Standards

 

 

 

88

 

When analyzing CRM data, there are two situations that make the sample fail. A sample that has a concentration that is greater than 3 standard deviations from the mean is a failure. Also, two adjacent standards that are greater than two standard deviations from the mean, on the same side of the mean are failures due to bias. With CRM 148, both bias and failures are apparent.

 

 

89

 

 

90

 

 

91

 

9.7SRC and SGS Internal Duplicates 

Duplicate samples are used to monitor and assess variability of grade as a function of sample homogeneity and laboratory error. In total, 104 duplicates were submitted for the analysis based on a sampling frequency of 1 for every 20 samples.

Table 9-4: Internal duplicates for SRC and SGS laboratories

Item	Original	Duplicate
Count	104	104
Mean	1.042	1.029
Minimum	0.003	0.003
Maximum	3.796	3.336
Range	3.793	3.333
Median	0.935	0.951
Sample variance	0.814	0.748
Standard Deviation	0.902	0.865
Correlation Coefficient	0.988

92

 

The sample data displays a high correlation coefficient and very close means. It is the author’s opinion; the duplicate reject samples indicate that both labs are achieving good analytical precision.

 

9.8 Qualified Person’s Samples from Site Visit 

ABH Engineering’s Qualified Person took samples while on site; samples listed in the table below. Validation samples from TB and GR were taken by cutting witness core, producing ¼ core samples; samples weresent to SGS Lakefield for assay preparation.

A set of four blank materials were inserted into the batch of validation samples prior to being sent to SGS laboratories for analysis; results are shown below.

93

 

 

The data show that all the samples passed, the analysed values being below 10 times the detection limit for Li. In the Qualified Person’s opinion, the resampling of the blanks is suitable for use on the project, indicating that there aren’t any contamination issues.

 

94

 

There was only 1 standard available for sampling by the Qualified Person. The standard shows that the sample passed as it is between the median and the median minus two standard deviations.

 

While the CRM, OREAS 999, does show some biases the standard samples have passed and are sufficient for this report.

The lab had also tested their standards for analysis using OREAS 148 and 753 to check for precision and bias. The performance charts are shown below.

95

 

 

The duplicate pairs that were sent by the Qualified Person to Lakefield for analysis showed a close correlation with the 1:1 trend line within ±10% as an industry accepted standard.

96

 

 

The lab had also re-run some of the samples to check for accuracy of duplicated materials which is shown in the figure below. The trendlines are overlapping showing excellent accuracy between the lab’s resampling for duplicates.

97

 

 

The Qualified Person while on site, had taken some of the already cut core and cut it again to produce ¼ core and sent these samples to Lakefield for preparation. The duplicates should follow a 1:1 trendline, however, the Qualified Person has sampled ¼ core.

Variations in grade can also occur due to the large crystal size of the lithium bearing spodumene. The large crystals may have an effect on lithium values if the whole sample doesn’t catch an entire crystal, or if half of the core contains more of the crystal than the other half.

Samples that had Li grades that were below cut-off grade were initially included and then filtered out to decrease the variation percentage between ½ and ¼ core. The difference between the samples was calculated to be 20% before leaving out samples that were below cut off grade and 15% after leaving them out, which is shown below.

98

 

 

9.9Grade Distribution 

The lithium grade in the deposits is largely controlled by the presence or absence of spodumene. The highest grade encountered was 5.88% Li2O in DH GRP-014 from 198.22-198.87 m.

9.10Database Verification 

The TBL and GR databases are well structured and complete. The personnel in the core shack maintained a digital library of all hand-written source data sheets (drill logs, core inventory, RQDs, sampling sheets, bulk density),

The Qualified Person performed a random audit of the assay certificates for holes TBL-007 and TBL-031. Hole TBL-007 was analyzed by SRC while hole 31 was assayed by SGS. When the database was compared to the assay certificates, no errors were found.

In the Qualified Person’s opinion all drill holes on the TB and GR deposits drilled by Nova, Quantum and Snow Lake Lithium are suitable for this resource estimate, while historic holes were not included. Industry best practices have been observed and followed, and the data sets are current.

99

 

9.11Drill Hole Collar Verification During Site Visit 

Drill hole locations for 32 holes were located by the Qualified Person during his site visit and can be found in the appendix section of this report.

 

Figure 9-4: Photo of drill pad with casing left in and a picket labelled TBL 054

100

 

 

Figure 9-5: Close up view of wooden picket for DH TBL-054 with flagging tape

101

 

 

Figure 9-6: Drill hole location marked by metal flag

9.12Opinion of the Author 

The QP is satisfied with regards to data verification, the database and QAQC protocols that were in place for the project.

It was noted that there was a fair amount of scatter for the Certified Reference Materials especially for OREAS 148 and 149. The standards showed a low to high migrating bias between insertions. This level of error is acceptable for this Initial Assessment. The QP has suggested that a QAQC remediation program to be conducted which is already underway. This remediation program is essential going forward to the pre-feasibility stage.

102

 

10.Mineral Processing and Metallurgical Testing  

10.1Thompson Brothers  

10.1.1Metallurgical Testwork 

An approximately 150 kg of crushed sample was sent to PMC Laboratory Ltd. The sample was homogenized and split into ~10 kg test charges.

10.1.2Testwork Results 

Received samples were analyzed by semi-quantitative XRD, direct head assays and size-by-size assays. The direct head assay measured 0.54% Li (1.16% Li2O) grade. SQ-XRD results measured 15.4% spodumene corresponding to a lithium grade of 1.23% which is within analytical error of the head grade indicating that spodumene is the sole host of contained Li2O.

10.1.3Heavy Liquid Separation 

Prior to the heavy liquid separation test on the head sample the –500um fraction was screened out and the remaining sample underwent magnetic separation. After screening and magnetic separation 84.9 % of the Li₂O contained within 80% of the mass proceeded to HLS. HLS was effective in concentrating lithium even at coarse crush size of P100 –12.5mm with the highest Li₂O grades of 7% and 6.81% at 3.0 SG and combined 3.2+3.1 SG sinks respectively. Table 10-1 shows the results of the HLS test. Based on the HLS Li₂O distribution the 2.8 to 3.2 SG sinks can be considered the product and 2.8 SG float can be considered the tailings. The result is 10.4% of the mass of HLS feed recovered 57.5% of the Li₂O producing a concentrate grade of 5.27% Li₂O as shown in Table 10-2.

103

 

Table 10-1: Heavy Liquid Separation Products

 

The HLS sink products of SG 2.8 to 3.0 were combined for size-by-size assay with results shown in Table 10-3. The analysis of the HLS tails showed that 85% of the Li₂O in tails reports to the +2360 um fraction suggesting that higher may be achieved by a further reduction in particle size.

104

 

Table 10-3: HLS products assay by size fraction

 

Modal Mineralogy and Liberation Analysis if HLS products

The mineralogical analysis of the HLS fractions is shown in Table 10-4. The spodumene grade increases with decreasing size in the sinks fraction and decreases with decreasing size in the float fraction

105

 

Table 10-4: Sink/Float Mineralogy by size fraction

 

The liberation profiles for spodumene in the HLS Sink and Float fractions are shown in Figure 10-1 and Figure 10-2

In the sinks only 58% of the spodumene in the +1.18mm fraction meets the target 6% Li₂O grade. In the –1.18mm spodumene particles, 70% of contained spodumene reports as meeting desired grade. Particles larger than 6mm were absent from the HLS Sink concentrate, indicating that particles coarser than 6mm had insufficient spodumene to increase overall density enough to allow the particle to sink.

In the float product, target grade particles represent only 25% of contained spodumene in the +1.18 mm fraction, and 70% in the – 1.18 mm fraction.

106

 

 

Figure 10-2: Liberation profile for HLS floats

107

 

10.1.4Flotation 

10kg samples were ground to produce P80 sizes of 425 um and 212 um respectively. The ground slurry was wet screened at 38 um to produce a +38 um fraction that was sent for magnetic separation. The -38 um fraction was discarded as slime. The non-magnetic fractions were split into 1 kg charges to be used as flotation feed.

Table 10-5 outlines four different conditions that were tested on the non-magnetic fractions of each grind size.

Table 10-5: Rougher flotation test parameters

 

Table 10-6 and Figure 10-3 summarizes the Li₂O recovery from the eight rougher flotation tests performed. Tests F1 to F4 with a grind size of P80 427 um show poor performance compared to the tests of F5 to F8 with a particle size P80 of 237 um. Tests that used NaOh as a pH modifier outperformed lime, while using Aero 845 as a secondary collector. Overall, test F7 and produced the highest Li₂O recovery at 74.0%. Test F7 was used as the reference for rougher optimization tests (F9-F10).

108

 

Table 10-6: Overall recoveries of Li₂O from rougher flotation tests

 

Figure 10-3: Kinetic rougher flotation cumulative recovery curves

Collector dosages were increased for tests F9 and F10, using F7 as a base. Table 10-7 shows a summary of the effects of collector dosage on lithium recovery. Overdosing on the collector shows a negative effect on recovery

109

 

Table 10-7: Rougher optimization tests

 

Cleaner Flotation

Table 10-8 presents the three conditions implemented to test the effect of the dispersant, Cyquest 3223, and the impact of varying dosage of primary collector, Aero 727.  Tests determined that using a high dosage of Aero 727 had a negative impact on lithium recovery. Introduction of a dispersant also had a detrimental effect on lithium recovery.

Table 10-8: Cleaner Flotation Trials

 

110

 

Locked Cycle Test

A six-cycle Locked Cycle Test was conducted based on the findings of previous test work. Table 10-9 shows the results of the test. The 1st stage cleaner flotation produced a concentrate of 5.82% Li₂O at 68.3% recovery, the 2^nd stage produced 6.48% Li₂O at 52.8% recovery and the 3^rd stage cleaner produced a concentrate of 7.24% Li₂O with a 30.6% recovery. It is expected that a higher-grade concentrate could be produced if desliming were done at 53 um instead of 38 um.

Table 10-9: Locked Cycle Test Results

 

Modal Mineralogy and Liberation Analysis

Test F8 showed a poorer performance compared to F7, with losses attributed to coarse liberated spodumene. A liberation profile is shown in Figure 10-4. Concentrate liberation is consistent but particles over 90% liberated account for 54% of F7 and 64% of F8 tails.

111

 

 

Figure 10-4: Spodumene liberation profiles for tests F7 and F8

Table 10-10 shows that in LCT cleaner tailings mineralogy 98% of Li reports to the +106um size fraction.

112

 

Table 10-10: LCT6 final tailings mineralogy and reconciliation

 

10.2Grass River 

10.2.1Metallurgical Testwork 

A total of 1,163kg of samples: 962 kg of pegmatite and 201 kg of waste rock in the form of full drill core were sent to SGS Lakefield for a scoping level metallurgical test program. The samples were crushed and screened at ½'’. The oversize +½'’ fraction was separated and sent for ore sorter testing to Steinert. The – ½'’ fraction was stored for further testwork.

The sorted product was received from Steinert and the material was submitted for lithium assay and WRA (whole rock analysis).

113

 

To create the composite for metallurgical testwork, the sorter product was mixed with the fine pegmatite and the waste samples. The fine waste material was mixed with the fine pegmatite to resemble the grade of the fine fraction.  The weight fraction of each sample in the main composite is shown in Table 10-11.

Table 10-11: Weight fractions of the main composite

Sample	Weight (kg)
Ore Sorter Product	731
Fine Pegmatite Fraction (-½”)	169
Fine Waste Fraction (-½”)	10.5
Composite Total	910.5

Figure 10-5 shows the sample preparation flowsheet. An 80 kg sample was taken from the main composite with the rest stored for future testwork. From this subsample, 20 kg of –12.7 mm material was stored for HLS testwork and 15kg were submitted for Bond rod mill grindability testing. The remaining 45kg of material was crushed to P100 of –9.5 mm. From the –9.5 mm material 10 kg was screened to remove the –0.85 mm material. The remaining –9.5 mm material was further crushed to P100 of –6.3 mm. From the –6.3 mm material 10 kg was screened to remove the –0.85 mm material. The +0.84 to –9.5 mm and +0.85 to –6. 3mm material was sent for Heavy liquid separation (HLS) tests. The remaining –6.3mm material was crushed to 3.3 mm and 10 kg of this material went for Bond Work Index tests. The leftover 15 kg of material was crushed to 1.7 mm and subsampled for lithium assay and whole rock analysis (WRA).

114

 

 

Figure 10-5: Sample Preparation Flowsheet

10.2.2Testwork Results 

10.2.2.1Ore Sorting Results 

Ore sorting proved to be particularly effective for this deposit. The sorted product graded 1.72% Li₂O, with 96.8% of the lithium contained in 80.3% of the mass. In addition, it was effective in eliminating Fe₂O₃ from the product stream. The product contained 0.68% Fe₂O₃, while the waste contained 8.53%. The assayed percentages of the ore sorter product and waste are shown in Table 10-12.

Table 10-12:Ore sorting results and assays

 

115

 

10.2.2.2XRD Mineralogy Analysis 

Table 10-13 shows the results of a semi-quantitative XRD mineralogy analysis that was conducted on the main composite sample.

Table 10-13: Table of minerals from XRD analysis

 

10.2.2.3Grindability Testing 

Bond Abrasion testing was performed on the Main Composite material between +12.7 m and -19.1 mm. The Abrasion Index (AI) of the composite was 0.642g.

Bond Rod Mill Grindability test was conducted on the composite sample -12.7 mm + 1.18 mm. F80 and P80 sizes were 8,961 μm and 924 μm, respectively. The calculated Bond Rod Mill Work Index (RWI) was 13.8 kWh/t.

Bond Ball Mill Grindability test was performed on the composite sample -2.2 mm/+300 um. The F80 and P80 sizes were 2,445 um and 250 um, respectively. The Bond Ball Mill Work Index (BWI) of the composite sample was 16.4 kWh/t.

Table 10-14 gives a summary of the grindability test results.

116

 

Table 10-14: summary of the grindability tests.

Test	Value	Unit
Abrasion Index (AI)	0.642	g
Bond Rod Mill Work Index (RWI)	13.8	kWh/t
Bond Ball Mill Work Index (BWI)	16.4	kWh/t

10.2.2.4Heavy Liquid Separation 

The Heavy Liquid Separation test provides the baseline for expected dense media separation performance. Two 10 kg samples of –6.3/+0.85 mm and –9.5/+0.85 mm size fractions were submitted for testwork. The samples were immersed in a liquid comprised of methylene iodide diluted with acetone to target liquid specific gravities (SG) in the range of 2.6 to 3.0. The sink fraction of the particles was removed, and the float fraction successively repassed at lower SGs. The resulting sink products as well as one float product and the –0.85 mm size fraction were submitted for WRA. Dry magnetic separation was performed on SG < 2.8 sink products to lower the iron grade and the resulting non-magnetic and magnetic products were submitted for WRA and lithium assay.  

Magnetic Separation and HLS Testwork on the -6.3 mm/+0.85 mm Fraction

Table 10-15, Table 10-16 and Table 10-17 show the magnetic separation results. Magnetic separation was very effective in removing iron, with the separation products grading 4.1 to 15.1% Fe₂O₃ and a lithium loss of less than 0.4%. Magnetic separation was effective in rejecting iron-bearing gangue, achieving a combined sinks product contained less than 1% Fe₂O₃ after magnetic separation (Figure 10-6). The Li₂O grade of the HLS sinks products decreased gradually from SG of 3.00 to 2.80, however at SG of 2.70 there was a significant drop in the Li₂O grade from 5.75% to 3.75% Li₂O. The steep reduction of Li₂O grade was a result of a 12% higher mass pull in the SG 2.70 sink than the SG 2.80 sink. The results of the HLS test with the –6.3/+0.85 mm fraction show that a cut-point SG of 2.82 can be used to produce a concentrate grading >6.0% Li₂O and <1.0% Fe₂O₃ with a recovery of 70.5% (that number is copied from lab data but varies from the table data... doublecheck that).

117

 

Table 10-15:Magnetic separation products results.

 

Table 10-16: Combined Sink Products Results Before Magnetic Separation

 

Table 10-17: Combined Sink Products Results After Magnetic Separation

 

118

 

 

Figure 10-6: Grade, Recovery and Mass Pull Results of Cumulative Sink Products

10.2.2.5Magnetic Separation and HLS Testwork on the -9.5 mm/+0.85 mm Fraction 

Table 10-18, Table 10-19 and Table 10-20 show the magnetic separation results for the –9.5 mm/+0.85 mm fraction. Magnetic separation products graded 4.9% - 13.9% Fe₂O₃ with a lithium loss of less than 0.6%.  Magnetic separation was able to reduce the Fe₂O₃ grade in the lithium concentrate from 1.6-1.8% to ~1.2%. The Fe₂O₃ grade was still above the 1% target which may be attributed to lower liberation of iron gangue at the coarser top particle sizes. Further liberation of coarser material may be needed for better iron rejection. Similar to the –6.3 mm/+0.85 mm fraction results, Li₂O₃ grade decreased as the SG decreased. There was also a significant reduction in grade between the SG cut-points of 2.80 and 2.70. The target grade of 6% Li₂O₃ can be achieved after magnetic separation at an SG of 2.85 with the –9.5/+0.85 mm fraction with a lithium recovery of 70.9% (again double check since not same as table data).

119

 

Table 10-18: Magnetic separation products results.

 

Table 10-19: Combined Sink Products Results Before Magnetic Separation

 

Table 10-20: Combined Sink Products Results After Magnetic Separation

 

120

 

 

Figure 10-7: Grade, Recovery and Mass Pull Results of Cumulative Sink Products

Global test results are shown in Figure 10-8, Table 10-21and Table 10-22 below.

121

 

 

Figure 10-8: Global Results – Comparison of HLS Li Grade vs Recovery

Table 10-21: Global HLS Test Results with target product grade of 6% Li₂O (-6.3mm/+ 0.85mm)

 

Table 10-22: Global HLS Test Results with target product grade of 6% Li₂O (-9.5mm/+ 0.85mm)

 

122

 

10.2.2.6Dense Media Separation 

For the DMS testwork, the Main Composite sample was crushed to 9.5 mm and the fines fraction -0.85 mm was screened out and stored.  During DMS testwork, the -0.85 mm fraction from the first pass was rejected again prior to the 2nd DMS pass by wet screening at 0.85 mm. After DMS, dry magnetic separation was performed on the concentrate. The fines fractions from the DMS were combined with the DMS 2nd pass tailings to form the feed to the flotation circuit. The DMS pilot plant used was a DRAA pump-fed cyclone plant with the density of the circulating media controlled to produce the desired SG cut-point in the cyclone. Tracer tests were conducted before and after each DMS pass to ensure the target of the SG cut-point.

Estimation of DMS Performance Based on HLS Results

Table 10-23 shows the predicted recovery expected at a concentrate of 6.18% Li₂O grade after magnetic separation.

Table 10-23: Interpolated HLS Test Results for DMS Performance Estimation

 

Impact of Near Density Material on DMS

The potential impacts of near density on the DMS 1st and 2nd pass sinks were evaluated by interpolating the HLS test results at +/- 0.02 SG changes within the target SG cuts. Figure 10-9 and Table 10-24 show the Near Density Effect on the 1st pass of the DMS. The SG changes have the potential to change DMS sinks grade from 3.43% to 4.06% Li₂O and lithium distribution from 93.1% to 96.1%. A decrease of SG to 2.68 results in an increased mass pull by ~5% due to lighter materials reporting to the first pass sinks product. An increase to 2.72 results in a reduced sinks mass pull of 2.5%.

123

 

 

Figure 10-9: Near Density Effect on the DMS 1st Pass

Table 10-24: Potential Impact of Near Density Material on DMS 1st Pass

 

Figure 10-10 and Table 10-25 show the Near Density Effect on the 2nd pass of the DMS. Concentrate grade is predicted between 5.84% and 6.05% at SG ranges of 2.92 to 2.88. The predicted recovery is between 79% to 82% with mass distribution between 49% and 53%. After the 2nd pass the concentrate is further upgraded with magnetic separation.

124

 

 

Figure 10-10: Near Density Effect on the DMS 2nd Pass

Table 10-25: Potential Impact of Near Density Material on DMS 2nd Pass

 

DMS Testwork Results

DMS testwork was performed on ~87 kg of –9.5 mm/0.85 mm fraction of the Main Composite. The 1st pass was performed at 2.70 SG target, and the 2nd pass at 2.90 SG. 58.7% of the mass was rejected as the DMS tailings with a 0.14% Li₂O grade and 5.7% lithium distribution. The 2nd pass of the DMS produced the 6.07% Li₂O concentrate with 69.3% lithium distribution. Table 10-26 shows a summary of the DMS Testwork. The middlings had a 1.77% Li₂O grade and a distribution of 14%. Compared with HLS test results, the DMS concentrate had higher Li₂O grades and lithium distribution. The DMS concentrate, due to the high Fe₂O₃ content requires magnetic separation. The produced DMS middlings were combined with the fine fraction from the DMS screen and the –0.85 mm fraction to produce flotation feed.  

125

 

Table 10-26: Summary of DMS testwork at 2.7 and 2.9 SGs

 

Magnetic Separation of DMS Concentrate

A high intensity dry roll magnetic separator was used on a 10 kg subsample of the DMS concentrate. The subsample was split into +3.3 mm and –3.3 mm fractions and each fraction were processed separately. Table 10-27 shows the DMS overall mass balance.

The results of magnetic separation with the +3.3 mm fraction are shown visually in Figure 10-11. The results of magnetic separation for the –3.3 mm fraction is shown in Figure 10-12. Most of the dark magnetic iron bearing and mica particles were rejected for both size fractions.

The magnetic middlings contained some spodumene as a minor loss in the –3.3 mm fraction. To reduce lithium losses, the middlings fraction was passed through magnetic separation again (Figure 10-13).

The final combined non-magnetic and magnetic products assayed 0.91% Fe₂O₃ and 9.41% Fe₂O₃ which met concentrate requirements. Through magnetic separation the Li₂O grade in DMS concentrate was upgraded to 6.52%, and Fe₂O₃ grade was reduced to 0.98%. The target grade of >6.0% Li₂O and <1.0% Fe₂O₃ was successfully achieved in the DMS process.

126

 

 

Figure 10-11: Magnetic separation results of +3.3mm fraction

127

 

 

Figure 10-12: Magnetic separation results of -3.3mm fraction

128

 

 

Figure 10-13: Second pass of magnetic separation of -3.3mm fraction middlings

Table 10-27: Overall Mass Balance of DMS Product

 

Table 10-28: Magnetic separation results +3.3mm and –3.3mm DMS concentrate

 

129

 

Table 10-29: Combined size fraction DMS concentrate Magnetic separation results.

10.2.2.7Flotation 

The 14 kg sample of flotation feed was stage ground to 100% passing 300 um. The ground material was filtered, dried, homogenized and split into 2 kg portions for flotation testing. The original size of the combined DMS middlings and -0.8 mm fines was P80 of 1726 um which was reduced to P80 of 215 um after stage grinding.

All reagents used for flotation are listed in Table 10-30. A blend of 90% FA2 and 10% TPA100 was used as the primary collector for spodumene. Diluted NaOH and Na2CO3 were used to adjust the pH.

Table 10-30: Flotation Reagent List

 

Prior to flotation the samples were passed through wet high intensity magnetic separation (WHIMS) at 10,000 and 13,000 gauss. Two flotation tests (F1 and F2) were performed. Both tests used the same procedure of floating mica first using EDA as the collector followed by one rougher stage and two rougher-scavenger stages.

130

 

Table 10-31 shows the mica flotation results. The mica removal stage reported a mass pull of 7.1% and 8.3% for the two tests with corresponding lithium losses of 4.1% and 5.6% respectively.

Table 10-31: Mica flotation results.

 

After completion of the mica flotation, the feed was subjected to an alkaline scrubbing stage at a pH of 11 using NaOH. The feed was deslimed and dewatered before conditioning at ~60% (w/w) solids with a fatty acid collector. In the first test (F1) the collector dosage was around 400 g/t, in the second test (F2) the dosage was increased to about 500 g/t. Scavenger flotation was performed on both tests, but the concentrate from the scavengers was not passed to the cleaning stages.  Three stages of cleaner flotation were used to produce the final spodumene concentrate. The results of the tests are shown inFigure 10-14. Each point on the Figure (right to left) represents the rougher-scavenger, rougher, 1st cleaner, 2nd cleaner, 3rd cleaner, and non-magnetic 3rd cleaner concentrate. A higher collector dosage was beneficial to flotation performance Test F2 final non-magnetic 3rd cleaner concentrate achieved a stage lithium recovery of 66% at 6.22% Li₂O and 0.87% Fe₂O₃ meeting the concentrate target grade and purity.

131

 

 

Figure 10-14: Flotation test results

11.Mineral Resource Estimate  

The S-K 1300 definition for a mineral resource is 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 prospects for eventual economic extraction”.

The cutoff grade for the dikes is dependent on whether the mining method is a surface cut or open pit. The surface cut would be down to a depth of 40 m with a cutoff grade of 0.05 % Li₂O, with a 0.3% Li₂O for underground mining. Open pit mining is far less expensive than underground mining, which is why it can afford a lower cutoff grade. These cut-off grades were used as the minimum grade that is necessary to cover estimated production. Based on these cutoff grades. the mineral resource estimate were generated for underground and open pit, and are presented below along with the point of reference unit costs and parameters.

132

 

Table 11-1:Grass River and Thompson Brothers Underground: Summary of Lithium Mineral Resources based on a 6% Li2O Lithium Concentrate Price of $3,500

	Resources
	Amount (Tonnes)	Grades (%Li2O)	Cut-off Grade (%Li2O)	Metallurgical Recovery (%)
Measured Mineral Resources	664,540	1.15	0.3	77
Indicated Mineral Resources	6,275,985	1.11	0.3	77
Measured + Indicated Mineral Resources	6,940,525	1.13	0.3	77
Inferred Mineral Resources	774,657	1.03	0.3	77

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

·Mineral Resources were independently prepared by ABH Engineering Inc. 

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

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

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

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

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

·A 2500 tonne per day mill rate was used. 

·The resources are presented undiluted. 

·Values may not sum due to rounding. 

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

133

 

Table 11-2:Grass River Open Pit: Summary of Lithium Mineral Resources based on a 6% Li2O Concentrate Price of $3,500

	Resources
	Amount (Tonnes)	Grades (%Li2O)	Cut-off Grade (%Li2O)	Metallurgical Recovery (%)
Measured Mineral Resources	84,092	0.98	0.05	91
Indicated Mineral Resources	284,021	1.03	0.05	91
Measured + Indicated Mineral Resources	368,113	1.01	0.05	91
Inferred Mineral Resources	232,462	0.87	0.05	91

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

·Mineral Resources were independently prepared by ABH Engineering Inc. 

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

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

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

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

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

·A 2500 tonne per day mill rate was used. 

·The resources are presented undiluted. 

·Values may not sum due to rounding. 

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

Table 11-3:  Resource Estimate for the Thompson Brothers and Grass River, Underground Lithium Project

 

134

 

Table 11-4: TB and GR underground resource estimate at difference cut-off grade

 

Table 11-5: Resource Estimate for the GR, Open Pit Lithium Project

 

135

 

Table 11-6: GR open pit resource estimate at different cut-off grades

 

136

 

 

Figure 11-1: Long Section View of Grade distribution for TB in Block Model

137

 

 

Figure 11-2: Long Section View of Grade distribution for GR in Block Model

138

 

 

Figure 11-3: Plan View of Block Models on Satellite image

139

 

 

Figure 11-4: Oblique View of GR and TB Block Models showing Grade Distribution

 

Figure 11-5: Oblique View of GR and TB showing Drill Holes and Grade Shells

140

 

11.1Estimation Method 

As of 2023, the total exploration drill holes completed on the property since 1942 is 161 drill holes at a total depth of 27,475.48 m. All drill holes prior to 2017 could not be located, therefore, they were not used for the resource estimate.

The total number of drill holes on the TB project by Quantum/Nova Minerals was 62 at a total depth of 14, 065.86 m. At Grass River, SLR started drilling in 2022 and completed 47 holes for a total of 9,186 m.

All the holes were drilled with NQ sized core barrel diameters. All holes were drilled with NQ sized core barrel diameters. Holes were drilled at various angles to allow for multiple intersections and multiple holes to be drilled from single drill pads to minimize the environmental footprint.

The entire Resource Estimation is presented  Tables 11-1 through 11-4, and was constrained using 3D grade shells. Block size is 4x4x4 meters and grade estimation was carried out using Ordinary Kriging with 1m composites for dikes 3 & 4, and 2 m composites for Dikes 1 & 2 for GR. Composites for TB were set to 2.0 meters for TB. No upper grade cap was used and a lower cut-off grade 0.3% Li₂O for underground development. For TB, blocks were estimated using two search ellipsoids. The first ellipsoid has an orientation of 305°, 64° plunge, and 82° dip, and with a search ellipsoid major dimension of 140 m and semi-major dimension of 130 m. The second ellipsoid has an orientation of 305°, 64° plunge, and 82° dip, and with a search ellipsoid major dimension of 200 m and semi-major dimension of 180 m. For GR, blocks were estimated using a search ellipsoid for each dike. The Dike 1 (Image 1) has three search ellipsoids: the shorter ellipsoid has an orientation of 220°, 67° plunge, and 63° dip, and with a search ellipsoid major dimension of 45 m and semi-major dimension of 35 m. The intermediate ellipsoid has an orientation of 204°, 17° plunge, and 81° dip, and with a search ellipsoid major dimension of 70 m and semi-major dimension of 55 m. The larger ellipsoid has an orientation of 204°, 17° plunge, and 81° dip, and with a search ellipsoid major dimension of 125 m and semi-major dimension of 75 m. The Dike 2 (Image 1) has two search ellipsoids: the intermediate ellipsoid has an orientation of 216°, 12° plunge, and 73° dip, and with a search ellipsoid major dimension of 90 m and semi-major dimension of 60 m. The larger ellipsoid has an orientation of 219°, 7° plunge, and 72° dip, and with a search ellipsoid major dimension of 165 m and semi-major dimension of 85 m. The Dike 3 (Image 1) has one search ellipsoid; the ellipsoid has an orientation of 226°, 19° plunge, and 72° dip, and with a search ellipsoid major dimension of 160 m and semi-major dimension of 80 m. The Dike 4 (Image 1) has one search ellipsoid; the ellipsoid has an orientation of 205°, 12° plunge, and 78° dip, and with a search ellipsoid major dimension of 150 m and semi-major dimension of 60 m.

141

 

For Thompson Brothers, a maximum search distance of 175 m for Inferred class categories, 105 m for Indicated and 65 m for Measured. Tonnages were calculated by using a specific gravity of 2.7 g/cm³. A total of 219 composite samples were used for the resource estimate (each approximately 2.0 meters in length). Blocks needed to have a minimum of two and a maximum of 15 composite samples within the given search radius to be included in the Resource Estimate. For Grass River, classification was estimated using different search distance for each dike. Dike 1The Dike 1 (Image 1) has a maximum search distance of 155 for Inferred class categories, 50 m for Indicated and 35 m for Measured. Tonnages were calculated by using a specific gravity of 2.7 g/cm³. 99 composite samples were used for the resource estimate (each approximately 2.0 meters in length). Blocks needed to have a minimum of two and a maximum of 20 composite samples within the given search radius to be included in the Resource Estimate. Dike 2 has a maximum search distance of 155 for Inferred class categories, 70 m for Indicated and 45 m for Measured. Tonnages were calculated by using a specific gravity of 2.7 g/cm³. 99 composite samples were used for the resource estimate (each approximately 2.0 meters in length).

Blocks needed to have a minimum of two and a maximum of 20 composite samples within the given search radius to be included in the Resource Estimate.

Leapfrog Geo was the software that was used to create the geological model and Leapfrog Edge was the software used to estimate the resource.

142

 

11.2 Density 

The SLR lithium project Resource Estimate used a density of 2.70 g/cm³ which was measured in 37 drill holes. This was calculated from the weighted average of spodumene bearing pegmatites that were tested for density. This value was slightly lower than the pegmatites which did not host spodumene mineralization.  

11.3 Cut-Off Grade 

A 0.30% Li₂O cut-off grade was used to estimate the underground resource and 0.05% Li₂O was used to estimate the open pit resource as these are the maximum grades that are needed to cover estimated production costs.

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

 

Open pit cut-off grade calculation:

 

Price of 6% Li₂O: $3,500 per tonne

Mining cost: $4.85 per tonne mined

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

Sorting Cost: $1.50 per tonne mined

G&A Cost: $0.50 per tonne mined

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

Sorter Recovery: 83%

Processing Recovery for Open pit material: 91%

143

 

Underground cut-off grade calculation:

 

Price of 6% Li₂O: $3,500 per tonne

Mining cost: $33.46 per tonne mined

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

Sorting Cost: $1.50 per tonne mined

G&A Cost: $1.00 per tonne mined

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

Sorter Recovery: 83%

Processing Recovery for underground material: 77%

A conservative cut-off grade of 0.05% Li2O was chosen for open pit mining and 0.3% Li2O for underground mining. These numbers were chosen to ensure that there is sufficient consideration for the inherent risks of mining and the costs associated. A higher cut-off grade decreases the risks due to uncertain market conditions and fluctuating commodity prices.

11.4Grade Capping 

To evaluate whether cutting of the higher-grade samples was appropriate, a decile analysis was performed.  the conclusion of grade capping analysis was that there is good correlation of the data and thus capping was unnecessary.

144

 

11.5  Block Model Parameters 

Figure 11-6 and Figure 11-7 below are the parameters used for the Thompson Brothers and Grass River deposit respectively.

 

Figure 11-6: Block model parameters for the Thompson Brothers deposit.

 

Figure 11-7:Block model parameters for the Grass River deposit.

145

 

11.6 Interpolation and Search Factors 

For Thompson Brothers, all existing drill hole information was used to create 2 m downhole drill assay composites. On the other hand, for Grass River, different composites were used. For Dike1(Dk1) and Dike2 (Dk2), 2 m downhole drill assay composites were used. For Dike 3 (Dk3) and Dike 4 (Dk4), 1 m downhole drill assay composites were used. The block model size was selected to match mineralized zone continuity and the size of the mining equipment that currently considered as likely to be used. Larger block sizes also reduce grade variability with the intention of producing more accurate grade estimating and controlling will occur during production.

Interpolation Method: Ordinary Kriging with interpolation block sizes is equal to 4m x 4m x 4m. Cap grade is 0. A visual representation of the search ellipse was plotted and visualized to ensure that it logically follows strike, dip and plunge of Li mineralization. The search parameters that were used are as follows:

 

Figure 11-8: Search parameters used for the TB resource estimate.

146

 

 

Figure 11-9: Search parameters used for the GR Dk1 resource estimate.

147

 

 

Figure 11-10: Search parameters used for the GR Dk2 resource estimate.

148

 

 

Figure 11-11: Search parameters used for the GR Dk3 resource estimate.

149

 

 

Figure 11-12: Search parameters used for the GR Dk4 resource estimate.

150

 

11.7Variography Study 

For this Resource Estimate a variography study was conducted to determine which search factors were to be used, but all searches were confined to a grade shell which constrained the search significantly to a geological interpretation. Following are the results from this study:

Search Ellipse Parameters

Experimental Variogram Thompson Brothers Variogram Parameters: Max Distance: 140200 m, Dip Azimuth: 305040 degrees, Variogram Pitch: 64, Plunge: 55 degrees, Spread Angle: 2522.5 degrees, Spread Limit: None, Statistics: 21914,103 samples, Mean: 1.250.513481, Variance: 0.28.953493, Standard Deviation: 0.442.992239.

Variogram Results: Model Type: Spherical, Structure 1: Sill = 1.011097, Range = 140145 m (Figure 14-10 and Figure 14-11).

 

Experimental Variogram Grass River Dike 1 Variogram Parameters: Max Distance: 70 m, Dip Azimuth: 204 degrees, Variogram Pitch: 17 degrees, Spread Angle: 22 degrees, Spread Limit: None, Statistics: 99 samples, Mean: 1.08, Variance: 0.51, Standard Deviation: 0.71.

151

 

Variogram Results: Model Type: Spherical, Structure 1: Sill = 0.8979, Range = 70 m (Figure 14-10 and Figure 14-11).

 

Experimental Variogram Grass River Dike 2 Variogram Parameters: Max Distance: 90 m, Dip Azimuth: 216 degrees, Variogram Pitch: 12 degrees, Spread Angle: 29 degrees, Spread Limit: None, Statistics: 30 samples, Mean: 1.15, Variance: 0.41, Standard Deviation: 0.64.

Variogram Results: Model Type: Spherical, Structure 1: Sill = 1.067, Range = 90 m (Figure 14-10 and Figure 14-11).

152

 

 

Experimental Variogram Grass River Dike 3 Variogram Parameters: Max Distance: 160 m, Dip Azimuth: 226 degrees, Variogram Pitch: 19 degrees, Spread Angle: 26 degrees, Spread Limit: None, Statistics: 38 samples, Mean: 0.44, Variance: 0.29, Standard Deviation: 0.54.

Variogram Results: Model Type: Spherical, Structure 1: Sill = 1.18, Range = 160 m (Figure 14-10 and Figure 14-11).

 

153

 

Experimental Variogram Grass River Dike 4 Variogram Parameters: Max Distance: 150 m, Dip Azimuth: 205 degrees, Variogram Pitch: 12 degrees, Spread Angle: 29 degrees, Spread Limit: None, Statistics: 73 samples, Mean: 1.34, Variance: 0.65, Standard Deviation: 0.80.

Variogram Results: Model Type: Spherical, Structure 1: Sill = 0.96, Range = 150 m (Figure 14-10 and Figure 14-11).

 

11.8Classification 

Resource classifications that are followed for SK-1300 National Reporting Standards for the U.S. are based on the SME Guide for Reporting Exploration Results, Mineral Resources and Mineral Reserves (The 2017 SME Guide).

154

 

Measured Mineral Resource

A “Measured” Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling, and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve. A Mineral Deposit or part of a deposit may be classified as a Measured Mineral Resource when the nature, quality, amount, and distribution of data are such as to leave no reasonable doubt, in the opinion of the Competent Person determining the Mineral Resource, that the tonnage, grade, geometry of production planning, and scheduling increments can be estimated within close limits and that any variation from the estimate would not significantly affect potential economic viability of individual increments (typically quarterly or smaller). This class requires a high level of confidence in, and understanding of, the geology and controls of the Mineral Deposit. A Measured Mineral Resource estimate is of sufficient quality to support detailed technical and economic studies leading to Mineral 2017 SME Guide Page 23 of 97 4282851.4 Reserves which can serve as the basis for major development decisions with no additional sampling or other geological definition required to support these decisions.

Indicated Mineral Resource

“An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling, and testing, and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve. A Mineral Deposit or part of a deposit may be classified as an Indicated Mineral Resource in a Public Report when the nature, quality, amount, and distribution of data are such as to allow the Competent Person determining the Mineral Resource to confidently interpret the geological framework and to assume physical continuity of mineralization. Confidence in the estimate is sufficient to allow the appropriate application of technical and economic parameters to prepare incremental mine plans (typically annual or phases) and production schedules and to enable an evaluation of economic viability. Overall confidence in the estimates is high, while local confidence is reasonable. The Competent Person should recognize the importance of the Indicated Mineral Resource class to the advancement of the project. An Indicated Mineral Resource estimate is of sufficient quality to support detailed technical and economic studies leading to Probable Mineral Reserves which can serve as the basis for major development decisions. In assessing continuity between points of observation, the Competent Person should consider the likely cut-off grade and geometric limits that would be used to prepare incremental (e.g., annual or phased) mine plans.”

155

 

Inferred Mineral Resource

“An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and should not be converted directly to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. The “Inferred” class is intended to cover situations where a mineral concentration or occurrence has been identified and limited measurements and sampling completed, but the data are sufficient to allow the inference of geological (and grade or quality) continuity. An Inferred Mineral Resource can be based on interpolation between widely spaced data where there is reason to expect geological continuity of mineralization, but not excessively extrapolated from the data. The proportion of extrapolated Mineral Resource outside the nominal drill grid spacing should be limited and disclosed. Confidence in the estimate is sufficient to allow the application of assumed but not verified technical and economic parameters for conceptual planning. However, confidence is often not sufficient to allow the results of the application of these technical and economic parameters to be used for incremental planning and production scheduling. For this reason, there is no direct link from an Inferred Mineral Resource to any class of Mineral Reserves”.

156

 

11.9Factors that May Affect the Mineral Resource Estimate 

This estimate is based on information and sampling gathered using appropriate techniques from DDHs. The current estimate was prepared by using industry standard techniques and has been validated for bias and acceptable grade-tonnage characteristics.

There may be some outside factors that could impact the estimate in a material way such as:

·Estimation of a global bulk tonnage is based on a limited number of densities determinations 

·Commodity pricing assumptions 

·Metal recovery assumptions  

·Mining and processing cost assumptions 

·Assumptions that require work permits 

At this time, there are no other known factors or issues that may affect the evaluation other than the normal risks that face every mining project. Issues may arise at a later date in regard to environmental, permitting, taxation, socio-economic, marketing, and political factors. ABH Engineering is not aware of any known legal or title issues that would affect this estimate in a material way.

157

 

11.10QP’s Opinion 

It is the QP’s opinion that the Mineral Resource Block Model is representative of the deposit and that the data is of sufficient quality to support the 2023 Mineral Resource Estimate.

This estimate could be affected by future changes in cut-off grade resulting from changes in mining costs, processing recoveries, or metal prices. It may also be affected with changes in geological knowledge as a result of new exploration data,

12.Mineral Reserve Estimate  

No Mineral Reserves are reported at this stage of the project.

13.Mining Methods 

The mine plan is based on mineral resources contained in two deposits: Thompson Brothers and Grass River. The deposits are located within 5km of each other and will be serviced by the same processing plant once it is built in year 2. Ore from year one of production that meets the grade threshold of 1% Li₂O for direct shipping will be sold, ore that does not meet that grade will be stockpiled next to the future mill location to be processed in year 2.  

For the Grass River deposit the extraction of mineable resources will begin as a conventional open pit truck and shovel operation conducted by contract miners for the first year, then proceed to underground production for the rest of the mine life with its own workforce. Mining of the underground portion of the deposit will be done using the longhole stoping mining method starting from the bottom up and on retreat with uncemented backfill. A fully electrified equipment fleet consisting of articulated trucks and LHDs will be used.

For the Thompson Brothers deposit, the extraction of mineral resources will be done using the same underground production method and equipment as for the Grass River deposit (longhole stoping from bottom up on retreat with uncemented backfill). There will be no open pit extraction for the Thompson Brothers deposit.

158

 

The project is planned to achieve extraction of 9.78 Mt of ore at an average grade of 0.84% over the 9-year mine life. Table 13-1 shows the summary of the in-pit and in-stope resources from each deposit at respective cut-off grades. Economic cut-off grades vary between the open pit and underground sections.

Table 13-1: In-pit and In-stope resources at respective cut-off grades.

Grass River Open Pit	0.05% Li2O cutoff
Ore	624	kt
Grade	0.91	%
Grass River Underground	0.3% Li2O cutoff
Ore	1796	kt
Grade	0.79	%
Thompson Brothers Underground	0.3% Li2O cutoff
Ore	7355	kt
Grade	0.85	%
Total	0.3% Li2O cutoff
Ore	9776	kt
Grade	0.84	%

Both deposits are located on relatively flat topography with the deposits separated by the Grass River. Development of the open pit of Grass River deposit will require removal of overburden which will be stored for later use during the reclamation phase. The open pit and underground were modelled separately, and the mining schedules for each deposit were combined to create the overall combined mining schedule.

13.1Grass River 

13.1.1Open Pit 

Mining will start as an open pit at Grass River being conducted as a conventional open pit truck and shovel operation utilizing a mining contractor with its own equipment. Surface mining will be done over the course of a year, with the final pit limits reached at the end of the first year of production.

159

 

The grass river ore body consists of 4 distinct dikes and mining will start with 4 starter pits with 3 of the pits merging into a larger one. One of the dikes is located far enough away from the other 3 to maintain a separate pit. The final pit limits at the end of year 1 are shown Figure 13-1.

 

Figure 13-1: Ultimate Pit Limits.

To minimize the amount of waste material mined, two different in-pit haul road sizes will be used at different stages of the pit production. The initial haul roads will be sized to accommodate two-way traffic for CAT 770 or equivalent at a 17m width, with the final pushback to be conducted in the last months using the purchased electric articulated 40t, trucks which will later be used for underground production, paired to smaller excavators. The final pit sequence will require a road width of 7m for two-way traffic. The maximum grade of the initial haul road will be 10%, and of the final haul road will be 15%.

160

 

Ore from the pit that meets the quality requirements of 1% Li₂O will be shipped and sold directly. Ore material that is below the 1% Li₂O threshold will be stockpiled at a location next to the planned mill site.

Open Pit Key Design Criteria

The following inputs were used for mine planning and design of the open pit:

·Resource models are based on a block model populated using ordinary Krieging estimation. 

·Blocks reflect the smallest mining unit for mining selectivity of 4m x 4m x 4m. 

·Measured, indicated, and inferred class mineral resource estimates are included in pit optimizations. 

·Stockpiles, waste piles, haul roads and other infrastructure were planned to minimize land and water body disturbance, and to minimize haulage distances. 

Cut – Off Grades

The economic cut-off grades used for the pit design varies from the economic cut-off grade used for underground mine design. The cut-off grade chosen is the Li₂O grade required to pay for the mining costs, ore sorting, subsequent processing and G&A costs.  The cut-off grade was based on a final 6% Li₂O spodumene product that would be produced by the mill in year 2 and onwards. The economic inputs used as a basis for the cutoff grade are:

·6% Li₂O concentrate price - $3,500/t 

·1% Li₂O DSO price – $504/t 

161

 

·Process Recovery at Cut-off - 90.1% Li₂O 

·Process Costs - $15.82/t 

·G&A Costs - $1.50/t 

·Contract Mining Costs – $4.85/t 

·Haulage for 1% Li₂O DSO - $99.97/t 

·Haulage for 6% Li₂O Concentrate - $15.02/t 

A cut-off grade of 0.05% Li₂O was chosen for the initial mine modelling of the open pit of Grass River.

Dilution

A 10% mining dilution factor was applied to the open pit material to account for mixing of ore and waste during the mining process.

Pit Slopes

An overall slope angle of 45 degrees was chosen and is deemed sufficient for the preliminary design. Mining will utilize 10m high benches with a bench face angle of 71 degrees and 6.5m wide safety benches. To determine the safe overall slope angles for the pit, benchmarks consisting of nearby properties, research data, internal data were used. A more detailed geotechnical assessment will be required for further stages of the project.

162

 

Pit optimization

Pit optimization was conducted with Genesis software using the dressed cones method. This algorithm uses the Lithium grades, and specific gravity combined with the economic inputs to give each block a cost and revenue. The algorithm then uses the engineering parameter to select an optimal order in which the blocks should be mined. The pit shells were generated from the ordering of the blocks based on the cumulative economics of all the blocks that must be mined prior to the final block. This optimized block order was then compared with the profit for each block if it were mined using underground methods, and the optimal transition point from open pit to underground was chosen that maximizes NPV, with the additional requirement of ensuring that there is sufficient cash flow from the open pit’s direct-ship operation to pay for the processing plant’s CAPEX. Table 13-2 shows the parameters that were used for the pit optimization.

Table 13-2: Pit Optimization Inputs

Item	Value	Unit
Mining Cost – Open Pit	4.85	$/t
Processing Cost	15.82	$/t
G & A Cost	0.50	$/t
Processing Recovery	90.1	%
Average Sorter Recovery	83	%
Mining Cost - Underground	33.46	$/t

13.1.2Underground 

The mining method selected will be a bottom-up longitudinal longhole stoping on retreat with uncemented backfill consisting of filtered, dewatered tailings mixed with ore sorter reject material. This backfill will form a suitable working surface for LHDs and haul trucks as mining proceeds upward. Figure 13-2 shows the underground development around Grass River.

163

 

 

Figure 13-2: Grass River underground development and ore bodies.

The ore bodies are contained in competent metamorphosed greywacke and diorite host rock, are fairly uniform and have a steep dip varying from 66° to vertical. Widths range from 1m to 15m and an average width of about 7m making the selected mining method well–suited to this deposit.

As the pit is being mined on the surface, the necessary pre-production development will be conducted in the pre-production year, year 1, and part of year 2. While development of the ramp, vent raise and haulage drifts finishes in the first 4 months of year 2, the mill will be fed by stockpiled material originally sourced from the open pit.

To maximize the ore recovery, larger stope blasts with additional dilution are planned. This additional dilution is a minor issue as all the ore recovered from underground will go through an ore sorting system which is effective in removing the additional waste. Dilution and recovery for this mining method is estimated respectively at 25% and 95%.

164

 

Underground levels are matched to the stope heights and are spaced at 25m starting at level 140 and 115 for Dikes 1 and 4. Dikes 2 and 3 will start at level 85. All dikes will be mined up from the bottom levels to level 215. Stopes will be 25m in height, have a minimum width of 4m and a maximum width of 15m.

A main decline allowing two-way traffic was chosen as the main means of haulage and underground access. The maximum grade of the main decline will be 15% with dimensions of the cross-section of 9.5m width by 5m height. The main decline will also serve as the air exhaust for purposes of ventilation. The speed on the ramp will be limited to a maximum of 20km/h for vehicles going down and 15 km/h for vehicles going up.

Ore and waste will be transported using 40-tonne electric articulated trucks paired with 14- tonne electric LHDs. Backfill formed from tailings filter cake mixed with the coarse particles of the ore sorter rejects will be transported underground using the same trucks.

Haulage drifts will have dimensions of 5m width x 5m height with a 1% grade towards the ramp to assist in dewatering where the water will drain into a sump located at the main ramp of each level. The haulage drifts are sized for one-way haul truck traffic. Speeds within the haulage drifts will be limited to 20km/h with passing bays every 100m. The chosen mining method is longitudinal, with most of the haulage drifts to be driven through the ore.

A refuge station will be located at the 115 level of the main decline.

A crown pillar of 15m will be left in place, which will be retrieved after each respective dike finishes mining. Dike 1 and Dike 4 will finish being mined in year 2, with crown pillar retrieval in the same year. Mining of Dikes 2 and 3 will be complete year 9 with the crown pillar retrieval performed in the same year. Once the crown pillars have been recovered, the northern pit and sections of the southern pit corresponding to Dikes 1 and 4 may be backfilled with tailings and sorter reject material. Table 13-3 shows the parameters used for underground mine design.

165

 

A crown pillar of 15m will be left in place, which will be retrieved after each respective dike finishes mining. Dike 1 and Dike 4 will finish mining in year 2, with crown pillar retrieval in the same year. Dikes 2 and 3 will finish mining in year 9 with crown pillar retrieval in the same year. Once the crown pillars has been retrieved, the northern pit and sections of the southern pit corresponding to Dikes 1 and 4 may be backfilled with tailings and sorter reject material. Two stopes at the same time are planned to be in production at the Grass River: one stope per dike. In year 8 when mining of Grass River resumes, only one stope at a time will be in production at the Grass River, with the other stope in production at Thompson Brothers.

Table 13-3: Underground design parameters.

Parameter	Unit	Value
Main Ramp
Grade	%	<15
Width	m	9.5
Height	m	5
Advance Rates	m/month	122
Max Vehicle Speed - Up	km/h	15
Max Vehicle Speed - Down	km/h	20
Haulage Drifts - Through Waste
Grade	%	<1
Width	m	5
Height	m	5
Advance Rates	m/month	122
Max Vehicle Speed	km/h	20
Vent Raise
Diameter	m	3
Stope
Width	m	4 to 15
Height	m	25
Dilution	%	25
Recovery	%	95

166

 

Ventilation

An all-electric mining fleet will be used except for the utility pick-up trucks and other ancillary equipment. The ventilation system has been designed to allow equipment with a total diesel engine power of 1350kW at any one time underground. This will require 60.4m3/s of fresh air. The ventilation system was designed to provide 85m3/s of fresh air. In the winter months heating of the intake air to above 0 °C will be done.

A 3m wide vent raise will be the air intake and provide fresh air. It will be fitted with a manway as a means of secondary egress. The main ramp will serve as the air exhaust. The ventilation system used will be a positive pressure system, with a construction on the surface at the vent raise containing the required ventilation and heating system equipment.

Hydrology and Dewatering

Due to the widespread presence of surface water including a major river and numerous lakes and wetlands nearby, the inflow of water into the mine workings are expected to be moderate. Sumps will be located at the main ramp on each level of the underground workings, and haulage drifts will have a 1% grade to drain water into each sump. Pumps will be located at each sump with a main pump located at the portal on the surface. Water will be pumped to the retaining pond located next to the processing plant to be used in processing, with the excess treated and discharged. No hydrology studies have been conducted, and a detailed hydrological investigation will need to be done for future studies.

167

 

Geotechnical Parameters

Geotechnically, the rock is fairly competent. Ore body material consists mostly of spodumene, quartz, feldspar and mica pegmatite. The host rock consists mostly of metamorphosed Monzonite and Andesite. Ground support will include bolting and application of shotcrete where appropriate. Detailed geotechnical investigations will need to be conducted for future studies, and for detailed ground support design.

13.2Thompson Brothers 

The Thompson Brothers deposit will be mined entirely using underground methods. No surface infrastructure aside from an access portal, waste rock dump, haul road and a building housing ventilation equipment at the top of the vent raise will be required at the deposit.

13.2.1Underground 

The same mining method as for the Grass River deposit of bottom-up longitudinal longhole stoping on retreat with uncemented backfill will be used. Figure 13-3 shows the underground development around Thompson Brothers.

168

 

 

Figure 13-3: Thompson Brothers underground development and ore body.

The ore body has overall a straight shape and a steep dip varying from 77° to vertical. Width ranges from 2m to 15m, with an average width of about 12m making the selected mining method well suited to this deposit.

To maximize ore recovery, larger stope blasts with additional dilution are also planned. This additional dilution is a minor issue as all the ore recovered from underground will go through an ore sorting system which is effective in removing the additional waste. Dilution and recovery for this mining method is estimated at 25% and 95% respectively.

Mining will start at level -205 and go upwards until level 215 is reached at which point mining of the Thompson Brothers deposit has finished. This will leave crown pillar with a minimum thickness of 15m. The crown pillar will not be retrieved. Underground levels are matched to the stope heights and are every 25m starting at level –205 with the exception of the top level with a reduced height of 20m.

169

 

Mining of the Thompson Brothers deposit will begin in year 3 after Dikes 1 and 4 of Grass River have been mined out.  This will allows for sufficient time for the main ramp and haulage drifts of Thompson Brothers to reach the bottom level of the ore body. The equipment used will be relocated from Grass River and used in Thompson Brothers until year 8 when the equipment will be moved back to Grass River to complete the mining of the Dikes 2 and 3 in years 8 and 9. The stopes will also have a minimum width of 4m and a maximum width of 15m. Two stopes at the same time are planned to be in production at the Thompson Brothers from years 3 to year 7. In year 8, only one stope will be in production at the Thompson Brothers, with the other stope in production at Grass River.

The main decline and haulage drifts will be designed similarly to the development as Grass River.

A main decline accommodating two-way traffic was chosen as the main means of haulage and underground access. The maximum grade of the main decline will be 15% with dimensions of the cross-section of 9.5m width by 5m height. The main decline will also serve as the air exhaust for purposes of ventilation. The speed on the ramp will be limited to a maximum of 20km/h for vehicles going down and 15 km/h for vehicles going up. A refuge station will be located at the -130 level of the main decline.

Ore and waste will be transported using 40-tonne electric articulated trucks loaded by 14-tonne electric LHDs. Backfill in the form of filter cake formed from tailings mixed with coarse particles of ore sorter rejects will be transported using the same trucks.

Haulage drifts will have dimensions of 5m width x 5m height with a 1% grade towards the ramp to assist in dewatering where the water will drain into a sump located at each level. The haulage drifts are sized for one-way haul truck traffic. Speeds within the haulage drifts will be limited to 20km/h with passing bays every 100m. The chosen mining method is longitudinal, with most of the haulage drifts to be driven through the ore body. Table 13-4 shows the parameters used for the underground mine design.

170

 

Table 13-4: Underground design parameters.

Parameter	Unit	Value
Main Ramp
Grade	%	<15
Width	m	9.5
Height	m	5
Advance Rates	m/month	122
Max Vehicle Speed - Up	km/h	15
Max Vehicle Speed - Down	km/h	20
Haulage Drifts - Through Waste
Grade	%	<1
Width	m	5
Height	m	5
Advance Rates	m/month	122
Max Vehicle Speed	km/h	20
Vent Raise
Diameter	m	3
Stope
Width	m	4 to 15
Height	m	25
Dilution	%	25
Recovery	%	95

Haulage drifts will have dimensions of 5m width x 5m height with a 1% grade towards the ramp to assist in dewatering where the water will drain into a sump located at each level. The haulage drifts are sized for one-way haul truck traffic. Speeds within the haulage drifts will be limited to 20km/h with passing bays every 100m. The chosen mining method is longitudinal, with most of the haulage drifts to be driven through the ore body.

Ventilation

A similar ventilation system as that of Grass River will be used for Thompson Brothers.

171

 

An all-electric mining fleet will be used except for the utility pick-up trucks and other ancillary equipment. The ventilation system has been designed to allow equipment with a total diesel engine power of 1350kW at any one time underground. This will require 60.4m3/s of fresh air. The ventilation system was designed to provide 85m3/s of fresh air. In the winter months heating of the intake air to above 0 °C will be done.

A 3m wide vent raise will be the air intake and provide fresh air. It will be fitted with a manway as a means of secondary egress. The main ramp will serve as the air exhaust. The ventilation system used will be a positive pressure system, with a construction on the surface at the vent raise containing the required ventilation and heating system equipment.

Hydrology and Dewatering

As with the Grass River deposit, a similar water handling system will be used. Due to the widespread presence of surface water including a major river and numerous lakes and wetlands nearby, the inflow of water into the mine workings are expected to be moderate. Sumps will be located at the main ramp on each level of the underground workings, and haulage drifts will have a 1% grade to drain water into each sump. Pumps will be located at each sump with a main pump located at the portal on the surface. Water will be pumped to the retaining pond located next to the processing plant to be used in processing, with the excess treated and discharged. No hydrology studies have been conducted, and a detailed hydrological investigation will need to be done for future studies.

Geotechnical Parameters

The overall geotechnical characteristics of the rock are the same as described for the Grass River deposit (fairly competent). Dike material consists mostly of spodumene, quartz, feldspar and mica pegmatite. The host rock consists mostly of medium-to-highly metamorphosed Greywacke and Conglomerates. Ground support will include bolting and application of shotcrete where appropriate. Detailed geotechnical investigations will need to be conducted for future studies, and for detailed ground support design.

172

 

13.2.2Mining Equipment 

Open pit production at the Grass River deposit will mostly utilize a surface mining fleet typical of open pits in North America. The mining method used will be a conventional truck and shovel system. The fleet will be owned, provided and operated by a mining contractor. The surface mining equipment will not be purchased, and it will be the responsibility of the contractor to provide and select the suitable equipment to match the planned production of 3.28 Mt of ore and waste in year 1 while respecting the mine design and haulage road design criteria. During the last months of open pit production some of the underground truck fleet will be utilized to minimize the size of the in-pit haul roads and thereby reduce the stripping ratios of the open pits.

Underground production will utilize an Owner’s mining equipment fleet. The fleet will be fully electrified to reduce the ventilation requirements and related expenses. The fleet will be typical of one used for a longhole stoping mining method. The selected equipment is based on a target production of 1.35 Mt of ore per year from the underground workings which corresponds to a 2,500 tpd feed to the mill after being sorted. The average feed to the sorting plant is 3000tpd.   Table 13-5 lists all of the production and ancillary mining equipment which will be required for the mine operations, and the years in which this equipment is planned to be purchased. Due to the short mine life, a fleet replacement part way through the mine life will not be required.

Table 13-5: Mining equipment list.

Year 0	# of Units
ANFO Loader Trucker	1
Backhoe	1
Dual Boom Jumbos	2
Electric 14 Tonne LHD	2
Electric 40 Tonne Truck	2
Grader	1
Personnel Carrier	2
Rock Bolter	1
Rubber Tire Dozer	1
Scissor Lift	2
Shotcrete Sprayer	1
Track Dozer	1
Utility Truck	6
Water Truck	1
Year 1	# of Units
Anfo Loader Truck	1
Dual Boom Jumbo	1
Electric 14 Tonne LHD	2
Electric 40 Tonne Truck	3
Personnel Carrier	1
Production Stope Drill	2
Rock Bolter	1
Shotcrete Sprayer	1

173

 

13.2.3Mining Schedule 

The production schedule by year, pit and phase is shown in Table 13-6, Table 13-7, Table 13-8, Table 13-9, Table 13-10 and Figure 13-4. Table 13-10 gives the total production schedule by resource classification. Grass River will start as an open pit operation for the first year, directly shipping ore that meets the minimum threshold grade of 1% Li2O and stockpiling the remainder to await the construction of the mill. Initial production during year 1 is such that the revenues from material that is direct shipped will be sufficient to pay for the construction of the processing plant as well as for part of the underground pre-development at Thompson Brothers and Grass River.

Table 13-6: Production Totals for Underground and Open Pit Operations

Description	Unit	Year 0	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Totals
Ore Mined	‘000 tonnes		624	932	1,353	1,362	1,327	1,283	1,237	1,249	411	9,776
Waste Mined	‘000 tonnes	289	2,997	260	22	23	22	21	21	13	-	3,380
Total Mined	‘000 tonnes	289	3,621	1,192	1,375	1,384	1,349	1,304	1,258	1,262	411	13,156
Lithium Mined	‘000 tonnes Li2O		5.66	7.39	10.43	10.32	11.05	10.44	12.56	11.66	2.54	82.05
Average Mined Diluted Grade%	Li2O		0.91	0.79	0.77	0.76	0.83	0.81	1.02	0.93	0.62	0.84

174

 

 

Figure 13-4: Production Totals for Underground and Open Pit Operations

175

 

Table 13-7: Grass River Open Pit Production Schedule

Description	Unit	Year 1
Ore Mined	'000 tonnes	624.0
Waste Mined	'000 tonnes	2,660.8
Lithium Mined	'000 tonnes Li2O	5.7
Stripping Ratio		4.3
Average Mined Grade (%Li2O)	%	0.91%
Total Tonnage	'000 tonnes	3,284.9

Table 13-8: Grass River Underground Production Schedule

Description	Unit	Year 0	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Total
Ore Mined	'000 tonnes			932.1						454.3	410.6	1,797.0
Waste Mined	'000 tonnes	102.5	149.7	66.0								318.2
Lithium Mined	'000 tonnes Li2O			7.4						4.0	2.5	13.9
Average Mined Diluted Grade (% Li2O)	%			0.79%						0.88%	0.62%	0.78%
Total Tonnage	'000 tonnes			998.1						454.3	410.6	1,862.7

176

 

Table 13-9: Thompson Brothers Underground Production Schedule

Description	Unit	Year 0	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Totals
Ore Mined	'000 tonnes				1,352.6	1,361.6	1,326.8	1,282.8	1,237.2	794.2		7,355.3
Waste Mined	'000 tonnes	186.8	186.8	194.2	22.5	22.6	22.1	21.3	20.6	13.2		690.0
Lithium  Mined	'000 tonnes Li2O				10.4	10.3	11.1	10.4	12.6	7.7		62.5
Average Mined Diluted Grade  (%Li2O)	%				0.77%	0.76%	0.83%	0.81%	1.02%	0.96%		0.85%
Total Tonnage	'000 tonnes	186.8	186.8	194.2	1,375.1	1,384.3	1,348.9	1,304.1	1,257.8	807.4		8,045.3

177

 

Table 13-10: Production totals per year by resource classification

Description	Classification	Unit	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Total
	Measured	kt	288	55	236	87	70	240	105	254	26	1,361
	Indicated	kt	269	678	869	1,233	941	982	1,132	870	245	7,219
	Inferred	kt	67	199	248	42	316	61	0	125	139	1,196
Ore Tonnage	Total	kt	624	932	1,353	1,362	1,327	1,283	1,237	1,249	411	9,776
	% Measured	%	46%	6%	17%	6%	5%	19%	8%	20%	6%	14%
	% Indicated	%	43%	73%	64%	91%	71%	77%	92%	70%	60%	74%
	% Inferred	%	11%	21%	18%	3%	24%	5%	0%	10%	34%	12%
	Measured	%	0.90%	0.93%	0.69%	0.78%	0.60%	0.75%	1.00%	0.94%	1.03%	0.83%
Li2O Grade	Indicated	%	0.91%	0.83%	0.79%	0.76%	0.85%	0.84%	1.02%	0.95%	0.58%	0.85%
	Inferred	%	0.89%	0.63%	0.80%	0.71%	0.84%	0.72%	1.00%	0.80%	0.60%	0.76%
	Measured	Kt Li2O	2.61	0.51	1.62	0.68	0.42	1.80	1.05	2.38	0.27	11
	Indicated	Kt Li2O	2.45	5.62	6.83	9.34	7.97	8.20	11.51	8.28	1.43	62
	Inferred	Kt Li2O	0.59	1.25	1.98	0.30	2.66	0.44	0.00	1.00	0.84	9
Contained	Total	Kt Li2O	5.66	7.39	10.43	10.32	11.05	10.44	12.56	11.66	2.54	82
Lithium	% Measured	%	46%	7%	16%	7%	4%	17%	8%	20%	11%	14%
	% Indicated	%	43%	76%	65%	91%	72%	79%	92%	71%	56%	75%
	% Inferred	%	11%	17%	19%	3%	24%	4%	0%	9%	33%	11%
	Measured +Indicated*	%	89%	83%	81%	97%	76%	96%	100%	91%	67%	89%

*Measured and indicated classified mineral resources are used to calculate the cash flows in Section 19.

178

 

 

Figure 13-5: Production totals per year by Resource Classification

The stockpiled ore will all be processed in the first 4 months of year 2 as the underground pre-development of haulage drifts and ramps finishes and production from the stopes can begin in month 4 of year 2.

The production schedule for the underground was designed to allow sufficient time for the pre-development of the higher-grade deeper Thompson Brothers deposit, feeding the processing plant using the highest-grade dikes of the shallower Grass River deposit in year 2 prior to switching production fully to Thompson Brothers from year 3 to 7. O Once the Thompson Brothers completes, satisfying full production annual requirements at end of year 7, the lower-grade dikes (2 and 3) of the Grass River deposit will be mined in years 8 and 9 with the remaining ore tonnage from Thompson Brothers in year 8.

179

 

14.Process and Recovery Methods 

The processing plant will be located in between the Grass River deposit and Thompson Brothers deposit. The following section of the report will outline the recovery process for the ore fed from both deposits.

14.1Introduction 

The following sections of the report will outline the lithium oxide recovery process, and consists of descriptions of:

·Design assumptions  

·Flowsheet design 

·Process Description  

·Product grade and recovery 

In the first year of production, the material that meets the required 1% Li₂O grade is sold as Direct Shipping Ore (DSO). During the same year, the mill will be constructed and made ready for processing in the following year.

14.2Assumptions 

The design of the flowsheet is based on the lab scale test results from PMC Ltd. and SGS Lakeville for the Thompson Brothers deposit and the Grass River deposit respectively. The grade and recovery from the two deposits will be different based on the results of the two sets of tests. In addition, the ROM grade for each deposit is predicted based on the current geological interpretation and mining methods.

180

 

In addition, the design of the current circuit is based on a constant mill feed of 2500 tonnes per day. Prior to milling, the ROM material is sent to a set of two sensor-based ore sorters to pre-concentrate the material. Based on the characteristic of the feed material, the percent of mass pull and mass reject varies. However, for the current stage of the study, it is assumed that the mill is fed at a constant rate. Additional optimization can be performed in the future.

14.3Flowsheet 

The flowsheet follows the interpretation of the test procedures suggested by SGS and PMC. The important procedure includes reduction in particle size, removing gangue material, removing mica and iron content and extraction of the spodumene content. The Dense Media Separation (DMS) and flotation procedure is conventional for spodumene concentration. With the including of sensor-based ore sorting, the material is pre-concentrated before being sent to the mill, creating higher mill feed grades and lower iron content.

A summary of the plant operation equipment is as follow:

·Jaw crusher  

·XRT ore sorters  

·Cone crusher 

·Dense Media Separators (DMS) 

·Ball mill  

·Magnetic separators 

·Desliming cyclones  

·Conditioning tanks  

181

 

·Flotation cells 

oRougher cells  

oScavenger cells  

oCleaner cells  

·Thickener  

·Disk filters  

The complete flowsheet of the process can be seen in          Figure 14-1.

182

 

 

Figure 14-1: Processing flowsheet

183

 

14.4Process Description 

The plant begins with the crushing of ROM ore into smaller fragments. The crushed ore is then subjected to ore sorting, where XRT sorters are utilized to separate high-grade ore for further processing, ensuring optimal efficiency.

Following ore sorting, the pre-concentrated ore undergoes further crushing to liberate spodumene crystals dense media separation. This involves suspending the crushed ore in a dense medium, typically a ferrosilicon-based mixture, to exploit differences in density between valuable minerals and gangue materials. This first step removes waste and improves overall efficiency.

The ore floated from the DMS second pass is then finely ground via the ball mill, promoting mineral liberation by increasing the surface area of the particles. The heavy material from the second pass of DMS will be collected and sent through the magnetic separator to create a non-magnetic high grade DMS concentrate that can be sold as the final product.

To separate mica from the spodumene concentrate, flotation is employed. A desliming cyclone is placed before and after the mica flotation process to remove fines. The crushed and ground ore is mixed with water and chemicals, generating a froth that selectively floats the mica while allowing the spodumene to sink. The separated mica concentrate is collected and disposed of separately.

Dewatering is then conducted to reduce excess water content in the spodumene concentrate, employing techniques such as filtration or centrifugation. Lastly, tailings treatment is carried out to responsibly manage the waste generated during the milling process. This involves minimizing water content and potential environmental impact through techniques like thickening, filtration, and the use of tailings ponds for storage and sedimentation.

14.4.1Material Stockpiling 

In the initial year of production, the higher grade open-pit material coming from the Grass River deposit will be directly shipped as >1% Li₂O product at a lower price in comparison to the 6% Li₂O final product. In the same year, the lower grade material mined that is unsuitable for DSO standards will be stockpiled and processed once the construction of the mill is complete. The total mass stockpiled at the end of year 1 is approximately 311,175 tonnes, with an average grade of 0.5% Li₂O. The stockpile will be located on a pad next to the mill.

184

 

14.4.2Primary Crushing 

The ROM ore is first sent to a jaw crusher to reduce particle size and is dry screened, where particles greater in size than ½ inch are sent to sorters, and the fine material is by-passed to the cone crusher. Since the mill feed remains constant at 2500 tonnes per day (104 tph), the change in mass pull from the sorter will change the feed rate into the feeder. Therefore, the crusher will be operating at a capacity of 130 to 350 tph, at different sorter acceptance percentages.

14.4.3Ore Sorting 

The crushed ore material from the jaw crusher is directed towards two XRT ore sorters for pre-concentration before being sent to the mill. Prior to reaching the sorters, the crushed material is dry screened to ensure that all particles are larger than ½ inch. Any fine materials failing to meet this size requirement are considered as bypass material and allowed to proceed without sorting.

On average between the two deposits, approximately 34% of the material will be rejected by the sorters due to its low grade and high iron content. By removing these non-economical or un-recoverable material, the sorters ensure that only the valuable and economically viable ore proceeds for further milling. This grade-based rejection process optimizes the efficiency and profitability of the operation by focusing resources on the higher-grade material, thereby maximizing the overall value extracted from the ore.

14.4.4Secondary Crushing  

The cone crusher will be taking feed from the undersize sorter bypass material and the accepted mass pull coming from the two XRT sorters. The purpose of the cone crusher is to further reduce particle size to -9.5 mm. The dry screened fines of -0.85 mm will be by-passed by the DMS, while the rest will proceed to the DMS stage.

185

 

14.4.5Dense Media Separation 

DMS is used in the circuit as a method to further preconcentrate the spodumene content and remove unwanted waste material. The DMS plant will consist of two stages, where the first pass concentrates material to SG 2.7, and the second stage further concentrates the material to SG 2.9. The concentrated material in the end of the stages will be concentrate product 6% Li₂O and recovering approximately 58% for the Thompson Brothers deposit and 67% for the Grass River deposit. The concentrated material in the end of the stages will be concentrate product 6% Li₂O and recovering approximately 58% of Li₂O for the Thompson Brothers deposit and 67% for the Grass River deposit.

14.4.6Grinding  

A conventional ball mill is utilized to reduce the particle size of the DMS floated material. This grinding process aims to reduce the initial particle size (F80) from 2445 µm to a final particle size (P80) of 250 µm. The ball mill will be 7.2 m in diameter by 12.6m long mill loaded with steel grinding media. It is sized to handle 27tph of material. The ball mill product will be sent to magnetic separation for iron removal and desliming.

A conventional ball mill is utilized to reduce the particle size of the DMS floated material. The material, already concentrated through dense media separation, is fed into the ball mill. This grinding process aims to reduce the initial particle size (F80) from 2445 µm to a final particle size (P80) of 250 µm. The ball mill will be 7.2m in diameter by 12.6m long mill loaded with steel grinding media. It is sized to handle 27tph of material. The ball mill product will be sent to magnetic separation for iron removal and desliming.

14.4.7Magnetic Separation  

After grinding in the ball mill, the fine material undergoes magnetic separation to reduce the iron content. This process utilizes powerful magnetic fields to attract and separate the iron impurities from the ore. By removing the iron impurities, magnetic separation enhances the quality and purity of the final product, ensuring that it meets the desired specifications for further processing and utilization. The inclusion of magnetic separation in the milling process plays a crucial role in achieving high-grade spodumene concentrate with reduced impurities, thus improving the overall quality of the final product. In this case, the magnetic waste will be sent to a thickener and the non-magnetic material will be processed into the next step of flotation. The magnetic separation stage will also be used on the DMS concentrate to reduce iron impurity in the product.

186

 

14.4.8Mica Processing 

After removal of the magnetic waste, the non-magnetic material will be sent to the flotation circuit. The first step of the flotation process is to eliminate the mica using a dispersant and a fatty acid collector. The throughput into the mica flotation is approximately 570 tpd or 24 tph. The flotation process consists of two conditioning tanks, one rougher cell and two scavenger cells.

14.4.9Spodumene Processing  

The spodumene product will be extracted using conditioning and flotation, operating at a throughput of approximately 523 tpd or 22 tph. The pre-conditioning stage prior to flotation through the roughers consists of two conditioning tanks. In this stage, the material is treated by conditioning with methyl isobutyl carbinol (MIBC) and other fatty acid combination chemicals for approximately ten minutes at each tank. The pre-conditioned material will be processed through three rougher cells at retention times of two minutes. Later, the collected overflow material will be conditioned once again using sodium carbonate (Na₂CO₃) and frothers before proceeding on to two scavenger cells and six cleaner cells.

The collected overflow from the rougher cells will be sent to conditioning and scavenger cells and the remaining material will be sent directly to the cleaner cells. The spodumene product will be collected from the overflow from the scavenger cells and the cleaner cells.

187

 

14.4.10Concentrate Dewatering  

The spodumene concentrate has a lithium oxide (Li₂O) content of approximately 6%. This concentration level indicates the anticipated enrichment of lithium within the final product, making it suitable for future processing and utilization in various applications.

Tailings will be directed to a disk filter for dewatering. The disk filter will play a crucial role in separating the solid particles from the liquid, effectively reducing the water content in the concentrate.

14.4.11Tailings Treatment 

The tailings are collected into the thickener and dewatered using a disc filter. The tailings treatment circuit will be sized to process a feed consisting of a slurry of 40% solids at a rate of 225m³/h, outputting 90tph of tailings filter cake which will be used for backfilling of underground workings with the excess used to backfill the open pits. The particle size of the tailings is estimated at a P80 of 250µm. The tailing streams are sourced from:

·Magnetic material from magnetic separators 

·Desliming fines 

·Mica flotation concentrate 

·Spodumene flotation tailings 

14.5Recoveries 

Recoveries of spodumene at different stages of the processing cycle is as shown in

Table 14-1 below. The recoveries utilized for the table are based on the combination of the recoveries from the Thompson Brothers and Grass River deposit based on the source of the mined and processed material.

188

 

Table 14-1: Spodumene recovery at different stages of the process.

Years
	Unit	Total	0	1	2	3	4	5	6	7	8	9
Ore Mined	Tonne	9,776,271		624,038	932,074	1,352,585	1,361,634	1,326,821	1,282,814	1,237,191	1,248,537	410,579
Waste Mined	Tonne	2,660,817		2,660,817
Sorter Mass Pull to Product		66%			64%	67%	67%	69%	71%	74%	73%	50%
Sorter Recovery (%Li2O)	%	83%			85%	85%	85%	86%	88%	90%	89%	84%
Mill
Average Mined Grade (%Li2O)	%	0.84%		0.91%	0.79%	0.77%	0.76%	0.83%	0.81%	1.02%	0.93%	0.62%
Average Mill Feed Grade (%Li2O)	%	1.05%			0.96%	0.98%	0.96%	1.04%	1.00%	1.23%	1.14%	1.04%
1st DMS Feed	t	5732812.403			700,927	808,359	808,443	808,408	808,405	808,420	808,475	181,375
2nd DMS Feed	t	2368182.099			289,548	333,927	333,962	333,947	333,946	333,952	333,975	74,925
Ball Mill Feed	t	1475260.98			180,374	208,020	208,042	208,033	208,032	208,036	208,050	46,674
Mica Flotation Feed	t	1475260.98			180,374	208,020	208,042	208,033	208,032	208,036	208,050	46,674
Spodumene Flotation Feed	t	1353616.653			165,501	190,868	190,887	190,879	190,878	190,882	190,895	42,826
Overall Mill Recovery	%	81%			0.905	0.770	0.770	0.770	0.770	0.770	0.820	0.905
Product
Lithium Mass in Mill Product	t	53954.90062			6,854	6,858	6,764	7,333	7,041	8,656	8,513	1,934
Saleable Product Mass at 1.3%	tonne	312862.5		312,863
Saleable Product Mass at 6%	tonne	899248.3437			114,240	114,306	112,728	122,225	117,348	144,275	141,886	32,241

189

 

15.Infrastructure  

The following section outlines the required infrastructure on site at Snow Lake Lithium. As seen in Figure 15-1, the layout shows the location of the processing plant, office building, water treatment plant and the power substation on site.

 

Figure 15-1: Snow Lake Lithium infrastructure layout

15.1Access Road 

The nearest roadway to the Snow Lake properties is Highway 393 located near Osborn Lake, approximately 15km north of the project site infrastructure. As of October 21st, 2022, a 7 kilometers section of the access road is available connecting from the end of Highway 393 and extending towards the south. The proposed all-weather access road will continue from the existing access road to the site infrastructure between the Thompson Brothers Lithium deposit and the Grass River Lithium deposit.

190

 

The new access road of 7 km will be constructed to the project site to allow construction and transportation of capital equipment and ongoing supplies to be delivered. The haul road will be able to allow the passing of B-doubles size trucks up to 26m long and 2.5m wide.

The province of Manitoba is known for its vast sources of fresh water and many small bodies of water scattered across the province. In between Highway 393 and the site, there are small ponds and streams that occur depending on the season and climate of the year. The ground condition of the soil near the road location as shown in Figure 15-2 Snow Lake Lithium property is scouted to be terra firma, which is considered suitable for road construction. 5 Bridges will be placed at the streams and marsh areas in between the highway and the site infrastructure. More soil study will be performed to confirm the feasibility of the road construction for the next stage of study.

 

Figure 15-2: Snow Lake Lithium Access Road

191

 

A new road of approximately 7 kilometers will be constructed to the project site to allow construction and capital equipment and ongoing operations supplies to be safely delivered. This road will be designed to meet both American and Canadian standards. The road network for the Snow Lake project site will consist of a haul/service road. The road will be constructed from gravel sourced from open pit waste rock with a maximum gradient of 10%. Site roads will also be constructed using the same material meeting the same gradient requirements.

15.1.1Road Maintenance 

Most of the day-to-day maintenance of the access road will be performed by the site support crew. A dedicated motor grader will operate on the road on a Monday-to-Friday, day shift only basis. The gangue and overburden material from mining activity can be utilized as aggregate material for re-surfacing during the winter. During periods of extended adverse weather, road maintenance activities may need to be increased. Additional equipment from the site support and mining fleets may be utilized during the maintenance periods.

15.2Buildings 

The following buildings will be required:

Buildings required include the administration and mine office buildings, process plant, laboratory, reagent storage facility, combination mill shop, truck shop, warehouse, water treatment facility and storage. A refueling and lubrication area will also be included.

The office and mine dry will be placed in one building. The building will serve as offices for administration, engineering, and geology. The administration and mine offices will consist of a modular office complex sized to accommodate approximately 30 people including private and open office spaces and a conference room. The mine dry will be incorporated into the administration building. Lavatory and wash facilities will be located throughout the project site.

192

 

The laboratory will be located within the processing mill. The laboratory will include a finished steel building with a dust collection system for the sample preparation area and a ventilation system.

The mill workshop and warehouse building will be located adjacent to the process plant and will include a tool room, offices, a meeting, a break room, and a bathroom. The main building will consist of a corrugated steel roof with open sides, including a 10-ton overhead crane for maintenance activities.

To provide sufficient power to site, a substation will be constructed on site, to the south of the processing plant. The substation will be connected to the transmission line tapped into the Hydro Manitoba power station at Hurbert Lake.

The water treatment facility will be located north of the office building and processing plant to for the treatment of process water prior to disposal.

The explosives magazine for use in underground development and stoping will be located underground at each deposit. Temporary storage facilities for explosives to be used for open pit excavations and initial ramp development will be located on the surface for the first year and will be dismantled and removed in year 2.

A small facility for the storage of fuel and lubricant will be located on the surface near to the processing plant.

In addition, there will be two constructions at the ventilation shaft of each deposit housing the ventilation equipment and covering the secondary egress openings.

15.3Power  

The following section is in reference to the

design study “Snow Lake Lithium Mine Transmission Line Feasibility Design Report” prepared by AIM Power Solutions (“AIM”) that outlines the transmission infrastructure requirements for Snow Lake Lithium property. The design and financial estimates are in reference to the economic inputs and parameters presented by Snow Lake Lithium and AIM.

193

 

The Snow Lake Lithium property is located 20 km east of the town of Snow Lake. As shown in Figure 15-3, the power supply will be sourced from the Herblet Lake Substation operated by Manitoba Hydro.

 

Figure 15-3: Location of Mine Site, Transmission Facilities, and Herblet Lake Substation. (AIM Report)

The preliminary power requirement estimate for the Snow Lake Lithium site is approximately 25MW of electricity. To this request, Manitoba Hydro has confirmed that 25MVA of power is available at the Herblet Lake Substation.

The initial requirement for the interconnection is the transmission of electricity by connecting a 230kV Transmission line connecting the mine site to the Herblet Lake Substation. The Manitoba hydro interconnection requirement also includes an interconnection tap station near the Herblet Lake location and a substation near Snow Lake Lithium mine like shown in Figure 15-3. The purpose of the substation is to step down the voltage from 230kV to 13.8kV. All infrastructure construction cost and maintenance for transmission line, tap station and substation are to be completed by Snow Lake Lithium.

194

 

The recommended method of power connection by AIM is to discuss the possibility of tapping directly onto the 230kV line at the location 2.5 km south of Snow Lake Lithium property on a case-by-case basis. The maximum number of taps for a 230kW transmission line is one tap per line from the interconnection tap station, and the substation on site would still be required to step down voltage to 13.8kV.

However, due to the significant decrease in the length of the transmission line, the capital cost required from Snow Lake Lithium is decreased by approximately 20 million $ USD.

 

Figure 15-4: Power substation layout (AIM Report)

195

 

At the current stage of study, further permitting and detailed design work is required to be completed prior to the consideration of site construction. The estimated schedule of the construction project is approximately two years after the completion of the final permits and can be started in parallel with or prior to other site construction. Other recommendations and detailed design parameters are included in the “Snow Lake Lithium Mine Transmission Line Feasibility Design Report”.

15.4Water Management 

A minor creek crosses within the boundaries of the planned Grass River open pit and will require diversion. A suggested diversion channel is shown in Figure 151.

Ditches will be constructed around the mill site to divert stormwater. Water for the process plant and the supporting infrastructure will be sources from the dewatering of the underground mining activities. The underground seepage water is collected and pumped to the mill to be used for processing purposes. Additionally, water will be reclaimed from the product and the tailings streams by means of filters to be re-used in the process. Between the reclaimed water, water from surface runoff and water pumped from underground as part of dewatering there will be enough to meet the processing plant requirements.

Surface runoff from waste rock facilities and stockpiles will be collected and used within the process or sent for treatment. A temporary retention pond will be constructed and used to store water for use in the process or to await treatment in the water treatment facility.  The pond will be filled and reclaimed as part of reclamation activities at the end of mine life.

There is no information available on the regional groundwater flow system. The Manitoba Water well records indicate little groundwater development near the proposed Project Site (Source: Lalor 43-101 Technical Report). There are no groundwater wells in use within a distance of at least 5 km. Potable water may be sourced from nearby Grass River and filtered and sterilized to appropriate standards for human consumption. Potable water will be stored in a storage tank on site.

196

 

15.5Tailings and Waste Disposal 

15.5.1Tailings 

For the Snow Lake Lithium project tailings ponds and associated infrastructure will not be required. All tailings produced will be dewatered using a filter and used as either backfill for the underground workings of Thompson Brothers and Grass River, or as backfill into the Grass River pits once the crown pillars have been recovered. Between the underground voids left from stoping, and the Grass River pits there is sufficient space in these locations to fit all tailings produced.

The source of the tailings include: DMS floats, magnetic separator tailings, mica concentrates, slime removal and spodumene flotation tailings. In total, approximately 1,600 tonnes per day of material are rejected by the processing circuit as tailings. The tailings are sent to the thickener and followed by disc filter to remove the excess water. The fine dewatered tailings are combined with sorter reject material to be used as backfill for underground development and stopes of the Thompson Brother deposit, backfill material for the underground development and stopes of the Grass River deposit or as backfill material placed into the open pits at Grass River.

Temporary storage of approximately 75,000 tonnes of dry tailings will be required for several months in year 2 to await until the first stope of Grass River is mined. These tailings will be stored in the same location as the ore stockpile, with tailings in the form of dry filter cake taking place of material that is withdrawn from the stockpile.

15.5.2Waste Rock Facilities 

Two separate waste rock facilities will be required for this project:

•The Grass River facility sized to accommodate 1,860,000 m3 of material located to the North of the Grass River deposit. This facility will contain coarse waste rock from the open pits in addition to waste rock from underground development through waste.  

197

 

•The Thompson Brothers facility sized to accommodate 432,000 m3 of material located next to the portal to Thompson Brothers. This facility will contain waste rock from underground development through waste of the Thompson Brothers deposit.  

The waste rock from these facilities will be inert: non-acid generating and non-metal leaching.  The waste rock facilities will be built with slope angles of 45 degrees corresponding to the angle of repose and will be re-contoured to an appropriate angle during reclamation. Ditches around the waste rock facilities will collect run-off and send it for treatment. Utilization of waste rock as aggregate for construction of roads and infrastructure was considered but not used for sizing of the waste rock facilities.  

15.6Wastewater Treatment 

After extraction, the wastewater generated exhibits relatively low levels of pollutants, but will still require a wastewater treatment plant prior to release into surface water bodies. While the wastewater may have reduced pollutant concentrations compared to other industrial sites, it is essential to implement a treatment system that ensures regulatory compliance and protects the surrounding environment. The process water is treated and stored at a water retention pond on site. This can be stored and used in future processing activities. Runoff from the waste rock dumps and stockpiles will also be collected in perimeter ditches and used in the process or sent for treatment prior to discharge.  A separated water treatment plant is required to treat the domestic sewage water stream and can be recycled for non-potable usage. Lastly, a potable water treatment plant is required to purify water for consumption and lavatory purposes of the employees on site.

16.Market Studies  

The Snow Lake Lithium Project is currently not in production and no sales of lithium products have been made in the past. To evaluate the lithium and spodumene market, an assessment has been conducted to outline lithium supply chain predictions, long-term forecast for EV batteries sales and demand up to year 2040, and spodumene market predictions gathered from multiple financial sources.

198

 

16.1Lithium Supply and Demand Forecast 

Lithium is the key element needed in the production of lithium-ion batteries, which are the primary power source for electric vehicles (EVs). As the transition to EVs by major car manufacturers continues to rise worldwide, so does the demand for lithium. The projection for lithium supply and demand indicates that this upwards trend is set to continue, leading to a continuous increase in the price of both lithium and its key raw material, spodumene ore, until the market demand is met.

 

Figure 16-1 : Lithium Market Supply vs. Demand Projection

Looking at Figure 16-1 above released by Benchmark Mineral Intelligence in 2019, it is predicted that the market demand for lithium carbonate and other lithium products will not slow down by the year 2040, reaching 6 million tonnes of lithium carbonate equivalent (LCE).  

199

 

A report by Bloomberg states that the demand for lithium-ion batteries is expected to go up by 11 fold between 2020 and 2030, driven by the growing purchase of EVs. This increase is forecasted to increase the demand for lithium from approximately 325,000 tons in 2020 to over 1.5 million tons by 2030. This corresponds to a compound annual growth rate of 20%, which is a significant increase compared to the 6% average growth rate in the past decade.

In addition to the EV batteries market, the need for lithium is also predicted to grow in other sectors, such as consumer electronics and renewable energy storage. Lithium-ion batteries are essential for grid-scale energy storage, providing a way to store and distribute renewable energy sources. The increasing demand for consumer electronics, such as laptops and smartphones, is also driving the need for lithium. This explains the disconnect between the price trend of lithium carbonate and spodumene seen recently. The price of spodumene is not following the downward trend in lithium carbonate price seen in the first months of 2023.

16.2 Lithium in EV Batteries

The expected growth of EV demand will keep driving up the demand for lithium. Figure 16-2 below obtained from the 2021 US Department of Energy National Blueprint for Lithium Batteries shows the projected increase of EV sales by some of the major key countries in the EV market. The US is expected to increase their EV sales by at least 10 times by the year 2040.

200

 

 

Figure 16-2:  Projected Electric Vehicles Sales

Another key metric to consider is the global sales projection of battery electric vehicles (BEV) and plug-in hybrid electric vehicles (PHEV) compared to projected market for the internal combustion engine vehicles (ICE).

Looking at Figure 16-3 below, currently the EV market makes up less than 5% of the global passenger car and light duty vehicles market. By the year 2030, the EV market share is expected to rise to above 25%, with the sales for ICE decreasing rapidly.

201

 

 

Figure 16-3: Projected Global Market Vehicles Sales for ICE and EVs.

With the expected shift in demand from ICE to electric vehicles, original equipment manufacturers (OEM) have been competing to capitalize on the new market by setting high targets for EV sales in the upcoming years. Figure 16-4 below shows the timeline for OEM targets for EV and hybrid vehicles sales. If the set targets are reached by 2030, most manufacturers will have at least 50% of their produced cars as electric, with some promising to fully switch to hybrid/electric car production.

202

 

 

Figure 16-4: Timeline of Major OEM Targets for EV and Hybrid Vehicle Sales.

16.3 Product Review and Pricing  

Spodumene ore, produced at 6% Li₂O, is an essential raw material used in the production of lithium carbonate and other lithium products such as lithium hydroxide, and its demand is closely linked to the EV market. Spodumene is a hard rock mineral that can be concentrated to 5 to 6% Li₂O, making it an attractive source for lithium production.

203

 

The need for spodumene ore is expected to grow in line with the increasing demand for lithium. The primary spodumene-producing countries are Australia, China, and Canada, with Australia accounting for the majority of global spodumene production. However, the supply of spodumene ore is also limited, and new sources are difficult to develop due to the high costs and multi-level extraction processes involved. Lithium producing mines that can supply 5 to 6% spodumene product will need to ramp up their production and other lithium projects need to commence to keep up the increasing demand.

 

Figure 16-5: Spodumene and Lithium Hydroxide Spot Prices (CIF China).

Figure 16-5 above shows the 5-6% spodumene and lithium hydroxide spot prices (CIF China) over the last five years up to February 2023. The price of spodumene increased sharply after 2021 with the increase in demand for EVs, reaching US$ 6,000 per tonne at the end of 2022. The price dropped down to US$ 5,000 per tonne in February 2023, and further down to US$ 3,800 per tonne in May 2023 where it is expected to stabilize for the near future.

204

 

Overall, it is reasonable to use an estimate of $3,500 per tonne for 6% spodumene selling price for this assessment, based on the recent spodumene spot price. Lithium price increases though probable based on projected demand, are not included in the economic model.

The price for DSO in this assessment is estimated based on recent sale announcements of 1 to 1.5% Li₂O products in the Chinese market reaching up to $900 per tonne. The expected DSO grade for the Snow Lake Lithium project is 1.3% Li₂O. Adjusting for the grade and the current pricing of spodumene, a selling price of $504 per tonne is used for this study.

17.Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups (third party) 

17.1Environmental Studies 

Baseline desktop studies and a full year of baseline fieldwork have been completed for the Project (May 2022 to June 2023). A second year of baseline work was initiated in June 2023. The baseline programs are aimed at providing two years of baseline data to support the provincial environmental application process and to compare with construction and operational monitoring data to monitor Project effects.  

The study areas for the baseline work were informed by the MCA held by Snow Lake Resources and extend out of this area as deemed necessary to characterise the baseline environment. The Project area is defined by the MCA. The baseline programs will be reviewed and revised by considering the site layout and Project description provided by ABH Engineering.

A brief description and key results of these studies are included in Table 17-1 below.

205

 

Table 17-1:Summary of Environmental Baseline Studies and Findings 

Environmental Discipline	Description and Findings
Climate and air quality	·The closest weather station is located at the Flin Flon airport, approximately 108 km west of the Project MCA.  ·There are no baseline substantive emissions sources in the Project area vicinity.  ·An on-site weather station will be installed in the summer or fall of 2023 to collect weather data.
Surface water	·The Project lies within the Grass River Watershed. The Grass River flows through the Project MCA and continues north until finally discharging into Hudson’s Bay.  ·Local streamflow monitoring was conducted at two points on the Grass River, downstream and upstream of the MCA. Campaigns were conducted in fall (October) 2022, winter (April) and spring (June) 2023. An additional field campaign is planned for the summer of 2023 to complete a full year of quarterly local data collection covering the four climatic seasons.   ·Surface water quality samples have been collected from rivers and lakes monthly in and around the Project MCA since June 2022 and is ongoing.  ·Flow in the Grass River is perennial and exhibits moderate variability. Flows peak in June with contribution from the spring melt and are the lowest in the winter. Flows are sustained in the river in the fall due to rainfall inputs.   ·Aluminium and iron, followed by arsenic are the parameters that most frequently exceeded Canadian Council of Ministers of the Environment (CCME) guidelines across all sampled watersheds. Other metal exceedances found with less frequency were copper, hexavalent chromium, lead, mercury, and zinc. This monitoring data will be used to compare with construction and operational phase monitoring data to monitor potential Project effects.
Aquatic habitat Fish and fish habitat Benthic invertebrates Sediment	·Field surveys were conducted in the summer (August) and fall (September) of 2022 and plan to be continued during summer and fall of 2023 to provide two years of baseline data.  ·Available fish habitat is heavily influenced by beaver activity.  ·None of the fish species found are listed as provincially or federally protected species at risk.  ·Mercury levels in fish were predominantly within food guidelines in the small-bodied fish captured.   ·Aquatic sediment sample analyses showed some elevated concentrations of chromium and arsenic that exceeded the CCME Sediment Quality Guidelines for the Protection of Aquatic Life. This monitoring data will be used to compare with construction and operational phase monitoring data to monitor potential Project effects

206

 

Vegetation and wetlands	·Field surveys were conducted in the spring and summer (July) of 2022 and spring (June) 2023. Vegetation plots were surveyed along with soil plots and targeted land cover types identified through desktop research.    ·There is significant beaver activity in the Project MCA.  ·The Manitoba Conservation Data Centre (MCDC) identified several potential species at risk present in the Project area. Only one of these species have been found during fieldwork to date, namely the Dragon's mouth orchid which was found on the eastern side of the Grass River. This plant is listed as rare by MCDC.   ·65 culturally significant plants were observed. These species have been defined as culturally significant to Aboriginal Peoples of the boreal forest; however, it has not been confirmed if any or all plants identified are significant to the Indigenous communities that may access the area.  ·No invasive species were identified within the 40 vegetation plots indicating little disturbance in these areas. However, invasive species were noted in areas of previous disturbance and along access roads.
Wildlife and wildlife habitat	·Field surveys were conducted in the spring and summer of 2022, spring 2023 and plan to be continued during fall and winter of 2023 to provide two years of baseline data.   ·The Project is located within Wildlife Management Area 7A and is designated as a Game Hunting Area by the Manitoba Government Wildlife Lands database. The area provides hunting license information for moose, black bear, grey wolf and coyote, and game birds.   ·There are no records of refuges, special conservation areas, managed hunting areas, or animal control areas under the Manitoba Wildlife Act within the Project area.  ·A small heard of caribou were observed in the MCA. Manitoba North boreal caribou are currently listed as threatened under the Manitoba Endangered Species and Ecosystems Act (ESEA) and the Federal Species at Risk Act (SAR).   ·Three SAR incidentally observed are federally listed as ‘Special Concern’ including the wolverine, northern leopard frog, and the common nighthawk. The common nighthawk is listed as ‘Threatened’ and is protected under Manitoba’s ESEA Act.
Soil and soil productivity	·Field surveys were conducted in the spring and summer (July) of 2022 and spring (June) 2023. Soil plots were surveyed along with vegetation plots and targeted land cover types identified through desktop research.     ·Soil samples collected from representative soil plots were sent for laboratory analysis in 2022. Most soil parameters met criteria for greenfield sites, however 15 of the 22 soil samples collected (68%) were found to be above the CCME criteria for chromium, and 12 (55%) were above the CCME criteria for nickel. This monitoring data will be used to compare with construction and operational phase monitoring data to monitor potential Project effects.

207

 

Groundwater levels and quality	·The Project lies within the Precambrian Shield physiographic region in an area with sporadic discontinuous permafrost.   ·During 2022 baseline field studies included borehole drilling and installation, groundwater level measurements, and groundwater quality sampling in selected boreholes. Additional borehole drilling and aquifer testing is planned for 2023, in addition to water level measurement and groundwater quality sampling.  ·Groundwater levels are typically shallow.  ·The groundwater quality data shows that concentrations of total and dissolved metals including aluminium, arsenic, cadmium, chromium, copper, iron, lead, mercury, nickel, selenium, silver, sodium, thallium, uranium, vanadium and zinc; as well as fluoride and total dissolved solids exceeded either MB WQO, CCME WQG or Alberta Tier 1 Soil and Groundwater Remediation Guidelines. This monitoring data will be used to compare with construction and operational phase monitoring data to monitor potential Project effects.  ·No groundwater users have been identified in the region to date.
Geochemical characterisation	·Limited geochemical data is available for the Project to date. Acid Base Accounting (ABA) testing of seven rock samples in 2019 showed that the material was non-potentially acid generating (non-PAG).  ·Field-based kinetic testing is underway and results to date indicate that that only arsenic and copper routinely exceeded the CCE WQG for long-term exposure for all rock types, with aluminum and uranium exceeding on one occasion for the Monzonite and Pegmatite rock material, respectively.  ·Additional activities planned for 2023 include laboratory-based static and kinetic testing to inform designs for disposal of waste rock on site.
Noise and vibration	·The closest town to the Project MCA is Snow Lake. The closest property is 13 km south-west of the western boundary of the MCA, identified using satellite imagery.   ·Noise monitoring was conducted in 2022 and the results were well below the Health Canada’s lowest “Maximum Desirable” for a “Residential Area” sound level.  ·There is no evidence of existing vibration sources at or in the vicinity of the Project or nearest vibration sensitive receptors. Therefore, the baseline vibration velocities are likely to be low and due to natural sources only.

208

 

Social environment and land use

·The closest town to the Project MCA is Snow Lake. No known communities or individual homesteads have been identified within the Project MCA.  ·According to the Manitoba Province, the Project lies within Treaty 5 land. Opaskwayak Cree Nation (OCN), Cross Lake Band of Indians (CLBI) (also traditionally referred to as Pimicikamak Cree Nation), Nisichawayasihk Cree Nation (NCN), Norway House Cree Nation (NHCN), Mosakahiken Cree Nation (MCN) are all Treaty 5 signatories and reside on Treaty 5 Territory.  ·According to information provided by Mathias Colomb Cree Nation (MCCN) (also traditionally referred to as Pukatawagan Cree Nation), the Project MCA lies within MCCN asserted Traditional Territory and claims a portion of the treaty 5 adhesion territory to be Treaty 6 territory. MCCN is a Treaty 6 signatory.   ·Norway House Cree Nation (NHCN) is understood to have a Treaty Land Entitlement (TLE) relatively close to the Project MCA.  ·Some Manitoba Metis Federation (MMF) members reside in the Herb Lake area.  ·Social baseline and land use data collection will continue in 2023 and will also aim to understand any Indigenous community traditional land uses.

Archaeology, heritage and cultural resources

·Field surveys were conducted in the spring and summer of 2022 although these focussed on planned resource drilling areas. Fieldwork will be continued during summer 2023 to survey additional areas within the MCA.  ·Based on desktop research, four archaeological sites occur within the Project MCA and two more within 1 km of the Mineral Rights Area. These include mostly campsite remains from before European contact. These areas will be surveyed during fieldwork planned for 2023.   ·Two new archaeological sites were found during field surveys along the Grass River and have been registered in the Provincial Archaeological Site Inventory. These include an old prospector’s camp and a bench feature, with quartz flakes.   ·It is possible that cultural resources occur within the Project area, and this will need to form part of a Traditional Knowledge and Land Use study.

17.2Project Permitting 

Snow Lake Resources holds an Exploration Work Permit issued by the Manitoba Sustainable Development department issued on April 29, 2022, which expires April 2025.

This section focusses on the Project permitting requirements for the construction and operation of the proposed mine.

It should be noted that this permitting list does not consider the powerline and related infrastructure as this will need to be permitted by Manitoba Hydro, the provincial power utility. SLR understands that Snow Lake Resource was pursuing the option of building, owning and operating this infrastructure but this is yet to be advanced.

209

 

17.2.1Federal Permits or Approvals 

At this stage, Snow Lake Resources plans to remain below the thresholds requiring a federal Environmental Assessment (EA). The key mining thresholds are as follows:

Activity 18: The construction, operation, decommissioning and abandonment of one of the following:

(c) a new metal mine, other than a rare earth element mine, placer mine or uranium mine, with an ore production capacity of 5,000 tons per day or more.

(d) a new metal mill, other than a uranium mill, with an ore input capacity of 5,000 tons per day or more.

Other potential Project activities are unlikely to reach the specified thresholds, although this must be confirmed as the engineering studies and designs progress. Therefore, the Project is not expected to require a federal EIA.

It should however be noted that under the Impact Assessment Act (IAA), the Minister of Environment and Climate Change (ECCC) may designate a physical activity that is not prescribed by the Physical Activities Regulations if, in their opinion, either the carrying out of that physical activity may cause adverse effects within federal jurisdiction or adverse direct or incidental effects, or public concerns related to those effects warrant the designation. This means that the Minister could require a federal EIA. A federal EIA process could easily take three to five years to complete. Indigenous communities, other communities and stakeholders could also request that the Minister designate the Project for federal EIA. Therefore, positive engagement and relationship building with the Indigenous communities and stakeholders is important.

Key federal review and approval processes are expected to be applicable to the Project include:

·Fisheries Act: A Fisheries Act authorization (Section 35) will be required if infrastructure or activities cause harmful alteration, disruption, or destruction of fish habitat. All the water features have been found to provide fish habitat during current baseline studies. The current Project plan requires a diversion of an unnamed watercourse (refer to Figure 15-1) around the Grass River open pits, in addition to a bridge crossing the Grass River to access the Thompson underground mining area. 

210

 

It is expected that an authorisation will be required from the Department of Fisheries and Ocean (DFO) for the watercourse diversion, whereas the bridge crossing may require a review by DFO or an authorisation, depending on the bridge design.

An application will require detailed engineering designs, a legal survey and aquatic ecology impact assessment work. Once the application is submitted, the Minister has 60 calendar days to determine if the application is complete and notify the applicant of this determination. If the application is complete, the Minister has 90 calendar days to either issue the authorization or notify the applicant in writing that the authorization is refused. It should be noted that the time limit for reviewing the application (either the 60- or 90-day time limit) will not apply in certain circumstances, such as if there are material changes to the proposed activities, or engagement processes cause delays.

It is further expected that compensation or offset plan will be required to address the loss of fish habitat. This will be determined during the application process.

·The Metal and Diamond Mining Effluent Regulations (MDMER): This regulation will apply if the mine discharges effluent of 50 m³ per day or discharges a deleterious substance (suspended solids (SS), arsenic, copper, cyanide, lead, nickel, zinc, radium 226, un-ionized ammonia). There are maximum concentrations specified for these substances (e.g., SS limit is 15.00 mg/L monthly mean concentration). Any discharge of excess water will need to comply with specified quality requirements. A water balance must still be developed for the Project; however, it is considered likely that the mine will have a positive water balance and need to treat and discharge excess water.  

In addition, should mine waste like tailings or waste rock overprint watercourses or wetlands, a Schedule 2 MDMER amendment will be required, which will include a complex and detailed alternatives assessment of mine waste disposal alternatives. This process is onerous and lengthy, taking 18 to 24 months. At this stage it is understood that there will be no permanent tailings storage on surface and waste rock dumps will be located more than 100 metres from all watercourses and waterbodies.  

211

 

Other federal legislation will apply to the Project but is expected to be addressed in Project planning through appropriate scheduling and retention of licensed contractors. This includes requirements under the Migratory Birds Convention Act, Transportation of Dangerous Goods Act, Explosives Act, Navigable Waters Act etc.

17.2.2Provincial Permits or Approvals 

Key provincial environmental permitting and approvals processes that may be applicable to the Project include the following:

·Class II Environmental Act Proposal (EAP): Mining is listed as a Class II Development under The Environment Act, Regulation 164/88. Works resulting in modification to lake or river levels and alterations to stream channels which affect fish mobility and fish habitat are also Class II activities and would apply to the proposed watercourse diversion. At this stage, no Class I or III activities have been identified for the Project, however this will need to be verified as engineering studies and design work progresses.   

Class II and III developments must undergo the EA (environmental assessment) and licensing process and receive an Environment Act Licence prior to construction and operation. Class III development applications must be approved by the Manitoba Sustainable Development Minister. Once the EAB has received the EAP, it has 60 days for Class II and 120 days for Class III developments, to determine timing for review and decision-making. There are no legislated timeframes for review and decision of applications. This unknown has the potential to affect the Project execution timeline.

·Heritage clearance: Clearance will be required in terms of the Heritage Resources Act. The time taken for regulatory review and decision-making is not provided in the regulations. 

·Approved Mine Closure Plan: An approved closure plan is required prior to a permit being granted for a new mining operation in terms of the Mines and Minerals Act. The time taken for regulatory review and decision-making is not provided in the regulations. 

212

 

·Water abstraction approval: Abstraction of water from surface or groundwater will require a licence in terms of the Water Rights Act. However, a licence is not required if a licence is issued under the Environment Act. The time taken for regulatory review and decision-making is not provided in the regulations. 

·Water control works and watercourse diversion approval: Water control works (drains, culverts, dikes, dams, etc.) and a watercourse diversion will require a licence in terms of the Water Rights Act. The time taken for regulatory review and decision-making is not provided in the regulations. 

It is worth mentioning that Manitoba recently entered into an Agreement for the Conservation and Recovery of the Caribou, Boreal population in December 2022, with His Majesty the King in Right of Canada, as represented by the Minister of the Environment who is responsible for the Department of the Environment, pursuant to the Species at Risk Act (SARA) and the Wildlife Act. The purpose of this agreement is stated as:

·To set out effective conservation and recovery measures that will be taken to support conservation and recovery of Boreal Woodland Caribou local populations in Manitoba. These measures include landscape planning and caribou population and habitat monitoring. 

·To coordinate conservation activities. 

·To facilitate the integration of new information into updated recovery and planning documents. 

Caribou have been found within the Project MCA and surrounds and therefore it is possible that there could be specific management plans and mitigation measures needed, which must still be determined by the province.

Other provincial legislation will apply to the Project but is expected to be addressed in Project planning through appropriate scheduling e.g., adherence to the Manitoba Restricted Activity Timing Windows for the Protection of Fish and Fish Habitat, and retention of licensed contractors. This includes requirements under the Endangered Species and Ecosystems Act, Groundwater Well and Water Act, Water Protection Act, Transportation of Dangerous Goods Act etc.

213

 

17.2.2.1Environment Act Proposal (EAP) 

This section describes the main application prZocess needed for the Project, an EAP in terms of the Manitoba Environmental Act.

The EA and licensing process is summarised below:

·The project proponent must submit an Environment Act Proposal (EAP) to the Environmental Approvals Branch (EAB). Proponents are encouraged to consult with staff of the department, affected public, interested parties and Indigenous communities to identify issues and concerns prior to finalizing the EAP. The department will check the EAP for completeness.  

·Screening phase includes public review of the EAP and technical review by a Technical Advisory Committee (TAC). The EAB will review all public and TAC comments on the EAP and may request additional information from the proponent to address concerns. The EAB can decide that a full Environmental Impact Statement (EIS) is needed and issue guidelines for the proponent to prepare a full EIS.  

·Decision phase is when the EAB issues a licence or rejects the application. This decision is made by the Director of the EAB for Class I and Class II developments and by the Minister for Class III developments. As mentioned above, the EAB has received has 60 days for Class II and 120 days for Class III developments, to determine timing for review and decision-making.  

17.3Social or Community Requirements 

As mentioned in Section 3, the town of Snow Lake is the nearest community to the Project area. The Project lies within Treaty 5 land with several Indigenous communities’ signatories. Mathias Colomb Cree Nation has asserted that the Project lies within the Nation’s Traditional Territory.

Seven Indigenous communities have been identified as being potentially interested in engagement on the Project, although most of these communities reside 100 km more from the Project area. These include MCCN and the Treaty 5 signatories referred to in Section 2, including OCN, CLBI, NCN, NHCN, MCN and the MMF. It is understood that some MMF members reside in the Herb Lake area.

214

 

Early engagement efforts have been made since May 2022 facilitated by SLR by contacting and communicating with these Indigenous communities, as well as with the mayors of the Town of Snow Lake, Thompson, the Pas and Flin Flon. A Project introductory letter was submitted and a request for meetings to engage directly with the Indigenous community Chiefs and councils, as well as the mayors and councils were sent out. These letters were followed up with electronic emails and phone calls. Responses were received from five out of seven of the Indigenous communities. Meetings have been held with:

·Manitoba Meti Federation in June 2022 and June 2023. 

·Mathias Colomb Cree Nation in April 2023. 

·Norway House Cree Nation in November 2022 and April 2023. 

An engagement plan is being developed and additional meetings are expected to be held with these communities later in 2023. Snow Lake Resources legal representatives have engaged with Mathias Colomb Cree Nation directly, and this will continue.

Responses were also received from all the mayors contacted and meetings are planned for the fall of 2023.

Snow Lake Resources has an email account for communities and stakeholders to make contact and SLR has managed numerous emails on behalf of Snow Lake Resources since May 2022.

SLR has also held virtual meetings and communicated with the Manitoba Consultation & Reconciliation Office in May and August 2022 and most recently in June 2023 to discuss plans and progress in engaging with Indigenous communities.

Detailed Records of Consultation are kept and maintained by SLR on behalf of Snow Lake Resources.

215

 

17.4Mine Closure Planning 

As mentioned previously, an approved closure plan is required prior to a permit being granted for a new mining operation in terms of the Mines and Minerals Act.

The mine closure plan should follow the Mine Closure Regulations and guidelines. Key information to be provided includes:

·Baseline conditions; 

·Detailed project description and site layout; 

·Life of the project; 

·Planned production levels; 

·Tailings dam size, location and associated infrastructure (if applicable); 

·Dams and drainage control structures; 

·Surface stability assessment; 

·Systems for the treatment, management or disposal of waste and for storage of petroleum products, chemicals, hazardous substances and toxic substances; 

·End land use (post closure); and 

·Monitoring plans. 

Financial assurance must be provided in terms of the Manitoba Mine Closure Regulation 67/99, and the Mine Closure Guidelines for Financial Assurance.

216

 

18.Capital and Operating Costs  

The following section outlines the capital and operating costs estimated for the LOM of the Snow Lake Project at Thompson Brothers and Grass River deposits. The estimated values are reported in US Dollars, unless stated otherwise.

The production and financial plan for this project is based on mining Grass River open-pit resources during year 1 using contract miners.  The lithium oxide ore mined higher than 1% grade is sold as direct ship ore, and the remaining ore is stockpiled to be processed in year 2. Profits gained from DSO will be used to pay for the capital costs required for building the mill and ore sorters, buying the remaining mining equipment, and building the powerline and substation.

Underground mining starts in year 2 and continues through the LOM with the mined ore sent through the ore sorters for waste removal and iron reduction. Sorter accepts are combined with the fines to the mill at a constant throughput of 2500 tonnes per day producing a 6% spodumene product.

18.1Basis of Estimate  

The capital and operating costs in this report are estimated by ABH Engineering Inc. and considered Class 4 estimates per the American Association of Cost Engineers (AACE) standards with an accuracy of -30 to +50% and contingencies added not exceeding 15% of the total cost.

CAPEX and OPEX were estimated using the following sources:

·Vendor quotes for mining equipment, infrastructure, processing unit operations, and other major equipment.  

·A power supply quote from AIM Power For the installation of a powerline and a substation. 

·Cost models and past project experience to estimate costs. 

·Benchmarking from similar projects with similar processing flowsheet and mining method.  

217

 

·Maintenance cost estimates, media and reagents market prices, and power cost in Manitoba for OPEX estimates.  

All cost information and assumptions were combined to estimate the total CAPEX and OPEX used in the economic analysis. General and Administration (G&A) costs are estimated as an operating cost based on the ore tonnage processed at the mill.

18.2Capital Cost Estimates  

Table 18-1: Snow Lake Capital Expenditure Summary

CAPEX	Amount (Million USD)
Initial CAPEX	50
Remaining CAPEX (Year 1 to 9)	96
Total CAPEX	146

The capital costs estimated to achieve the targeted production and milling rates are presented as initial CAPEX in year 0 and as total capital including cost to build the mill, ore sorters, powerline, and other infrastructure in year 1. The total amount also includes a closure cost at the end of mine life. A summary of the project’s capital costs is shown in Table 18-1.

18.2.1Initial CAPEX 

Initial capital costs consist mainly of pre-production development, mining equipment needed in year 0, and the construction of 4 bridges. The fifth bridge can be constructed in year 1 and therefore is not part of initial capital costs. There is also capital cost associated with road infrastructure.

The initial capital expenditure is summarized in Table 18-2 below. The costs presented include a 15% contingency.  

218

 

Table 18-2: Initial CAPEX Summary

Initial Capital Cost	Amount (Million USD)
Pre-Production Development	18.7
Mining Fleet	17.1
Bridge Construction	12.4
Road Infrastructure	0.8
Royalty CAPEX	1.0
Total	50.0

18.2.2Remaining CAPEX  

The bulk of the remaining capital costs will be spent in year 1 to build the mill and set up the ore sorting system. The installation cost of the powerline and substation is significant, along with the cost of building the fifth bridge. A closure cost of $10 million is estimated at the end of mine life.

The breakdown for the remaining capital costs is shown in Table 18-3. All costs include a 15% contingency.

Table 18-3: Remaining CAPEX Summary (Year 1 to 9)

Initial Capital Cost	Amount (Million USD)
Mill Equipment & Infrastructure	42.2
Remaining Mining Fleet	15.1
Ore Sorting System	7.2
Powerline & Substation	18.4
Bridge Construction	3.1
Closure Cost	10.0
Total	96.0

219

 

18.3Operating Cost Estimates 

The operating costs associated with the pit production at Grass River, underground mining production at Grass River and Thompson Brothers, and processing at the mill are summarized in this section.

Unit costs for the key parts of production and processing are summarized in Table 18-4 below.

Table 18-4: Summary of Key Unit Operating Costs

Unit Cost	Amount	Unit
Open Pit Contract Mining	4.85	$/t mined open pit
Underground Mining	33.46	$/t mined underground
Processing	15.82	$/t milled
Ore Sorting & Crushing	1.50	$/t mined underground
Transportation of DSO	99.97	$/t DSO
Transportation of Spodumene	15.02	$/t ore product
General and Administrative	1.50	$/t milled

The transportation cost of $99.97/t for DSO is estimated based on shipping the above 1% Li₂O product from Grass River pit to the Chinese market, whereas the 6% spodumene product recovered from the mill is transported locally for an estimated cost of $15.02/t.

The total LOM operating costs are estimated using the stated unit costs and the mass balance shown in the previous mining and processing sections.

A breakdown of the OPEX is shown in Table 18-5 below.

220

 

Table 18-5: Life of Mine Operating Costs

Unit Cost	Amount (Million USD)
Underground Development	120
Mining	322
Processing	102
Ore Sorting & Crushing	14
Transportation of DSO	31
Transportation of Spodumene	14
General and Administrative	10
Total	613

Mining costs make up more than 50% of the total operating costs. Underground development at Grass River and Thompson Brothers deposits are considered operating costs and represent about 20% of the total amount, and processing costs are roughly 17% of the total OPEX.

19.Economic Analysis  

This economic analysis in the initial assessment is preliminary and shows results including inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized.

The results in this study are the current forecast for future results or events and should not be solely relied upon by investors when making investment decisions. Further evaluation work and appropriate studies are required to establish sufficient confidence that the initial assessment results will be met.

This technical report contains forward-looking information that is susceptible to several risks, uncertainties, and factors that may result in differences between the evaluation presented in this economic analysis and the real results. Information such as the mining cost, proposed mine production plan, projected recovery rates, mineral resource estimates, risks regarding capital and operating expenditures, environmental uncertainties, and project completion schedule all may cause the actual results to differ from those presented here.

221

 

The conducted assessment includes all capital and operating costs stated in Section 18 and revenue estimates to create a year-by-year cash flow for the Snow Lake project. The key results reported in this section are the pre-tax net present value (NPV), internal rate of return (IRR), and project payback period. Federal and provincial taxes applied on the annual profit are assumed and outlined in section 19.3. Tax estimates are used to report key economic results after tax.

A sensitivity analysis is conducted to assess the variations to the NPV when altering the values of important financial parameters independently of each other. The parameters include spodumene price, CAPEX, OPEX, overall mill recovery, and NPV discount rate.

The annual cash flow and economic results are presented based on all mineral resources including inferred. The economic results are then estimated based on measured and indicated resources and reported distinctly. A sensitivity analysis is also performed using measured and indicated resources.

19.1Inputs and Assumptions 

The following assumptions and financial parameters are used in this initial assessment.

Production:

·Life of mine of 9 years. The mine is in production for only 4 months in the final year. 

·Total mined ore of 9.78 million tonnes. 

·Average mined ore grade of 0.84%. 

·Mining rate of 1700 tonnes per day in year 1 (open pit), and average underground mining. rate of 3135 tonnes per day.  

·Maximum sorter throughput of 3730 tonnes per day for 2 sorters. 

222

 

·Processing rate of 2500 tonnes per day. 

·Mined DSO and processed ore are sold in the same year of production. 

·89% of the contained lithium is classified as measured and indicated.  

Financial:

·6% spodumene product price of $3500 per tonne. 

·DSO above 1% Li₂O is sold in year 1 for $504 per tonne.  

·Costs and revenues shown in nominal 2023 US Dollars unless stated otherwise.  

·1% private royalty and an associated $1 million cost added to initial CAPEX.  

·NPV discount rate of 7%.  

·No inflation applied. 

19.2Revenues and Royalties  

The estimated annual revenues for the 9 years of production are presented in Table 19-1.

Table 19-1: Projected Annual Revenues Pre-Royalties.

	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Totals
Revenue (Million USD)	157.7	399.8	400.1	394.5	427.8	410.7	505.0	496.6	112.8	3,305

Year 1 revenue is generated from sale of DSO, whereas year 2 of production onwards produces 6% spodumene that is sold for $3500 per tonne. The total LOM revenue is $3.31 billion.

223

 

A 1% royalty is applied to the revenue stream and is associated with a capital cost of 1$ million in year 0.

Table 19-2: Total Revenue Post-Royalties.

Description	Amount (Million USD)
Revenue	3,305
1% Royalty	33
Revenue with royalty applied	3,272

19.3Pre-Tax Cash Flow and Results  

Post royalty Revenue and capital and operating cost estimates are used to calculate the annual pre-tax cash flows for the Snow Lake project. Table 19-3 and Figure 19-1 summarize the year-by-year pre-tax cash flows.

Table 19-3: Pre-Tax Annual Cash Flow.

		Years
Description	Unit	0	1	2	3	4	5	6	7	8	9	Totals
Revenue (Post Royalty)	Million $	-	156	396	396	391	424	407	500	492	112	3,272
CAPEX	Million $	50	86	-	-	-	-	-	-	-	10	146
OPEX	Million $	-	69	77	75	76	74	72	71	74	24	613
Cash Flow (Pre-Tax)	Million $	-50	1	319	321	315	349	334	429	418	78	2,513

224

 

 

Figure 19-1: Pre -Tax Annual and Cumulative Undiscounted Cash Flows

Based on the estimated cash flows shown above, the pre-tax NPV for the Snow Lake project is projected at $1.76 billion, with an IRR of 208% and a project payback period of 14 months. The key economic results for pre-tax estimates are shown in Table 19-4.

Table 19-4: Pre-Tax Key Economic Results for All Mineral Resources.

Pre-Tax Economic Results (all Resources)
Net Present Value	$1.76 Billion
Internal Rate of Return	208 %
Payback Period	14 Months

225

 

The pre-tax key economic results are estimated using measured and indicated resources only and the values are presented in Table 19-5 below.

Table 19-5: Pre-Tax Ket Economic Results for Measured and Indicated Mineral Resources

Pre-Tax Economic Results (Measured and Indicated Only)
Net Present Value	$1.52 Billion
Internal Rate of Return	175 %
Payback Period	15 Months

19.4Taxes and Post-Tax Cash Flow  

Taxes applied on the project annual profit are assumed and considered speculative for this initial assessment. Special taxes or tax refunds are not considered in the estimation.

Provincial mining taxes stated by the province of Manitoba are applied based on different profit brackets. It is worth noting that no mining tax is applied until the project has returned its initial investment. The provincial mining tax rates relevant to the reported annual profits in Table 19-2 are as follows:

·17% mining tax applied when annual profit is higher than $105 million. This applies to a portion of year 2 profits when initial investment is returned and all of year 3 to 8 profits.  

·15% mining tax applied when annual profit is between $55 and $100 million. This applies to year 9 profits.  

The province of Manitoba implements only mining taxes on profits with no provincial royalty on revenues.

In addition, federal taxes are assumed to be 15% applied on annual profits and are in effect once the initial investment is recovered.

226

 

Table 19-6: Annual Taxes Breakdown and Post-Tax Cash Flow Summary for Measured, Indicated and Inferred Resources.

		Years
Description	Unit	0	1	2	3	4	5	6	7	8	9	Totals
Revenue (Post Royalty)	Million $	-	156	396	396	391	424	407	500	492	112	3,272
CAPEX	Million $	50	86	-	-	-	-	-	-	-	10	146
OPEX	Million $	-	69	77	75	76	74	72	71	74	24	613
Cash Flow (Pre-tax)	Million $	-50	1	319	321	315	349	334	429	418	78	2,513
Provincial Taxes	Million $	-	-	40	48	47	52	50	64	63	12	377
Federal Taxes	Million $	-	-	46	55	54	59	57	73	71	12	426
Total Taxes	Million $	-	-	86	103	101	112	107	137	134	23	803
Cash Flow (Post-Tax)	Million $	-50	1	233	218	214	237	227	292	284	55	1,711

227

 

Table 19-7: Annual Taxes Breakdown and Post-Tax Cash Flow Summary for Measured and Indicated Resources.

		Years
Description	Unit	0	1	2	3	4	5	6	7	8	9	Totals
Revenue (Post Royalty)	Million $	-	142	319	321	379	321	389	500	449	75	2,898
CAPEX	Million $	50	86	-	-	-	-	-	-	-	10	146
OPEX	Million $	-	66	67	64	74	59	69	71	68	17	555
Cash Flow (Pre-tax)	Million $	-50	-11	251	257	306	262	320	429	382	47	2,194
Federal Taxes	Million $	-	-	29	39	46	39	48	64	57	7	329
Provincial Taxes	Million $	-	-	32	44	52	45	54	73	65	7	372
Total Taxes	Million $	-	-	61	82	98	84	102	137	122	14	701
Cash Flow (Post-Tax)	Million $	-50	-11	190	175	208	178	218	292	260	33	1,493

228

 

Table 19-8: Detailed Cashflow (All Mineral Resources)

Description	Unit	Total					Year
			0	1	2	3	4	5	6	7	8	9
	Production Schedule
Ore Mined (with Dilution)	tonne	9,776,271		624,038	932,074	1,352,585	1,361,634	1,326,821	1,282,814	1,237,191	1,248,537	410,579
Waste Mined		3,379,805	289,270	2,997,320	260,187	22,490	22,640	22,061	21,330	20,571	13,206	-
Lithium Mined	tonne	82,045		5,655	7,391	10,430	10,315	11,054	10,440	12,558	11,663	2,538
Average Mined Grade		0.008392		0.009062	0.007930	0.007711	0.007575	0.008331	0.008139	0.010150	0.009341	0.006183
Average Mined grade	% Li2O	0.84%		0.91%	0.79%	0.77%	0.76%	0.83%	0.81%	1.02%	0.93%	0.62%
Mill Feed tonnage	tonne	6,470,443			791,114	912,370	912,464	912,424	912,421	912,438	912,500	204,712
Mill Feed contained Lithium	tonne	67,694			7,574	8,907	8,784	9,524	9,144	11,242	10,382	2,138
Average Mill feed grade		0.01046			0.00957	0.00976	0.00963	0.01044	0.01002	0.01232	0.01138	0.01044
Average Mill feed grade	% Li2O	1.05%			0.96%	0.98%	0.96%	1.04%	1.00%	1.23%	1.14%	1.04%
Sorter Mass Pull to Product	%	66%			64%	67%	67%	69%	71%	74%	73%	50%
Li2O Sorter Recovery	%	84%			85%	85%	85%	86%	88%	90%	89%	84%
overall mill recovery	%	80%		81%	91%	77%	77%	77%	77%	77%	82%	91%
Lithium Mass (mill Product)	tonne	53,955			6,854	6,858	6,764	7,333	7,041	8,656	8,513	1,934
Overall Recovery		66%
1.3% Saleable Product Mass	tonne	312,863		312,863
6% Saleable Product Mass	tonne	899,248			114,240	114,306	112,728	122,225	117,348	144,275	141,886	32,241
	Revenue and Royalty
Revenue	$	3,305,051,903		157,682,700	399,841,398	400,071,107	394,548,000	427,786,333	410,718,000	504,962,128	496,599,351	112,842,886
Revenue	Million $	3,305		157.7	399.8	400.1	394.5	427.8	410.7	505.0	496.6
1% Royalty	$	33,050,519		1,576,827.00	3,998,413.98	4,000,711.07	3,945,480.00	4,277,863.33	4,107,180.00	5,049,621.28	4,965,993.51	1,128,428.86
Post-Royalty Revenue	$	3,272,001,384		156,105,873	395,842,984	396,070,396	390,602,520	423,508,470	406,610,820	499,912,506	491,633,357	111,714,457
Post-Royalty Revenue	M$	3,272		156	396	396	391	424	407	500	492	112
	CAPEX
Underground Development	$	18,746,400	18,746,400
Mill + Infrastructure	$	42,201,000		42,201,000
Powerline + Substation		18,420,000		18,420,000
Mining Equipment	$	32,198,230	17,083,830	15,114,400
Ore Sorters	$	7,150,000		7,150,000
Bridge Construction	$	15,500,000	12,400,000	3,100,000
Road Construction		800,000	800,000
Royalty CAPEX		1,000,000	1,000,000
Reclamation	$	10,000,000										10,000,000
Total CAPEX	$	146,015,630	50,030,230	85,985,400								10,000,000
Total CAPEX	M$	146	50	86								10
	Unit OPEX
Mine	$/t mined			4.85	33.46	33.46	33.46	33.46	33.46	33.46	33.46	33.46
Sorting + Crushing	$/t mined				1.50	1.50	1.50	1.50	1.50	1.50	1.50	1.50
1st DMS	$/t milled				3.95	3.95	3.95	3.95	3.95	3.95	3.95	3.95
2nd DMS _mag separation	$/t milled				5.10	5.10	5.10	5.10	5.10	5.10	5.10	5.10
Ball Mill Grinding	$/t milled				3.50	3.50	3.50	3.50	3.50	3.50	3.50	3.50
Mica Flotation	$/t milled				15.25	15.25	15.25	15.25	15.25	15.25	15.25	15.25
Spodumene Flotation	$/t milled				19.25	19.25	19.25	19.25	19.25	19.25	19.25	19.25
Tailings cost	$/t milled				2.50	2.50	2.50	2.50	2.50	2.50	2.50	2.50
Transportation DSO	$/t			100.00
Transportation of 6% Li2O	$/t				15.00	15.00	15.00	15.00	15.00	15.00	15.00	15.00
Stockpiling Open pit	$/t mined				0.20
G&A	$/t			0.50	1.50	1.50	1.50	1.50	1.50	1.50	1.50	1.50

229

 

Description	Unit	Total	Year
			0	1	2	3	4	5	6	7	8	9
	OPEX
Underground Development	$	119,543,240		21,899,500	29,017,664	10,558,471	10,629,104	10,357,348	10,013,826	9,657,684	12,088,132	5,321,511
Mine	$	322,165,276		15,931,543	31,187,188	45,257,502	45,560,261	44,395,414	42,922,952	41,396,398	41,776,048	13,737,969
Sorting + Crushing	$	13,728,350			1,398,111	2,028,878	2,042,450	1,990,231	1,924,221	1,855,786	1,872,806	615,868
1st DMS	$	22,644,609			2,768,663	3,193,020	3,193,350	3,193,210	3,193,200	3,193,258	3,193,477	716,430
2nd DMS +mag separation	$	12,077,729			1,476,694	1,703,029	1,703,205	1,703,131	1,703,125	1,703,156	1,703,273	382,115
Ball Mill Grinding	$	5,163,413			631,309	728,071	728,146	728,114	728,112	728,125	728,175	163,360
Mica Flotation	$	22,497,730			2,750,705	3,172,309	3,172,637	3,172,498	3,172,488	3,172,546	3,172,763	711,783
Spodumene Flotation	$	26,057,121			3,185,897	3,674,204	3,674,584	3,674,423	3,674,411	3,674,478	3,674,730	824,395
Tailings cost	$	13,927,986			1,692,185	1,995,159	1,999,340	1,975,498	1,987,683	1,920,407	1,926,537	431,178
Transportation DSO	$	31,286,250		31,286,250
Transportation of 6% Li2O	$	13,488,725			1,713,606	1,714,590	1,690,920	1,833,370	1,760,220	2,164,123	2,128,283	483,612
Stockpiling Open Pit	$	62,235			62,235
G&A	$	10,017,683		312,019	1,186,672	1,368,554	1,368,696	1,368,636	1,368,632	1,368,657	1,368,750	307,068
Total OPEX	$	612,660,347		69,429,312	77,070,928	75,393,788	75,762,694	74,391,873	72,448,868	70,834,619	73,632,974	23,695,291
Total OPEX	Million $	613	0	69	77	75	76	74	72	71	74	24
	Pre-Tax Cash Flow
Net Cash Flow	$	2,513,325,407	-50,030,230	691,161	318,772,056	320,676,608	314,839,826	349,116,597	334,161,952	429,077,888	418,000,383	78,019,166
Cumulative Cash Flow	$		-50,030,230	-49,339,069	269,432,988	590,109,596	904,949,421	1,254,066,018	1,588,227,970	2,017,305,858	2,435,306,241	2,513,325,407
Net Cash Flow	Million $	2,513	-50	1	319	321	315	349	334	429	418	78
Cumulative Cash flow	Million $		-50	-49	269	590	905	1,254	1,588	2,017	2,435	2,513
NPV Discount rate	%	7
	Pre-Tax Key Economic Results
Pre-Tax NPV	$	1,755,507,961
Pre-Tax IRR	%	208
Payback Period	Months	13.9
	Post-Tax Cash Flow
Federal Taxes 15%		376,998,811			40,414,948	48,101,491	47,225,974	52,367,490	50,124,293	64,361,683	62,700,057	11,702,875
Provincial Taxes 17%		425,704,936			45,803,608	54,515,023	53,522,770	59,349,821	56,807,532	72,943,241	71,060,065	11,702,875
Total Taxes	$	802,703,747			86,218,556	102,616,515	100,748,744	111,717,311	106,931,825	137,304,924	133,760,122	23,405,750
Post-Tax Net Cash Flow	$	1,710,621,659	-50,030,230	691,161	232,553,500	218,060,094	214,091,081	237,399,286	227,230,127	291,772,964	284,240,260	54,613,416
Cumulative Cash Flow	$		-50,030,230	-49,339,069	183,214,432	401,274,525	615,365,607	852,764,893	1,079,995,020	1,371,767,983	1,656,008,244	1,710,621,660
Net Cash Flow	Million $	1,711	-50	1	233	218	214	237	227	292	284	55
	Post-Tax Key Economic Results
Post-Tax NPV	$	1,192,581,476
Post-Tax IRR	%	170
Payback Period	Months	13.9

230

 

Table 19-9: Detailed Cashflow (Measured and Indicated Resources)

Description	Unit	Total					Year
			0	1	2	3	4	5	6	7	8	9
Production Schedule
Ore Mined (with Dilution)	tonne	8,580,015		556,875	733,450	1,104,750	1,319,650	1,011,160	1,221,790	1,237,100	1,124,020	271,220
Waste Mined		2,660,817		2,660,817
Lithium Mined	tonne	82,045		5,655	7,391	10,430	10,315	11,054	10,440	12,558	11,663	2,538
Average Mined Grade		0.009562		0.010155	0.010077	0.009441	0.007816	0.010932	0.008545	0.010151	0.010376	0.009359
Average Mined grade	% Li2O	0.96%		1.02%	1.01%	0.94%	0.78%	1.09%	0.85%	1.02%	1.04%	0.94%
Mill Feed tonnage	tonne	5,703,446			640,457	745,195	884,330	695,352	869,017	912,371	821,496	135,229
Mill Feed contained Lithium	tonne	59,995			6,095	7,216	8,533	7,228	8,758	11,244	9,489	1,431
Average Mill feed grade		0.01052			0.00952	0.00968	0.00965	0.01040	0.01008	0.01232	0.01155	0.01059
Average Mill feed grade	% Li2O	1.05%			0.95%	0.97%	0.96%	1.04%	1.01%	1.23%	1.16%	1.06%
Sorter Mass Pull to Product	%	66%			64%	67%	67%	69%	71%	74%	73%	50%
Li2O Sorter Recovery	%	84%			85%	85%	85%	86%	88%	90%	89%	84%
overall mill recovery	%	80%			91%	77%	77%	77%	77%	77%	82%	91%
Lithium Mass (mill Product)	t	47,687			5,516	5,556	6,570	5,566	6,744	8,658	7,781	1,295
Overall Recovery		66%
1.3% Saleable Product Mass	tonne	312,863		312,863
6% Saleable Product Mass	tonne	794,784			91,932	92,603	109,505	92,766	112,398	144,302	129,687	21,592
Revenue and Royalty
Revenue	$	2,924,798,145		143,054,100	321,761,548	324,109,735	383,267,591	324,679,653	393,394,644	505,056,859	453,903,512	75,570,503
Revenue	Million $	2,925		143	322	324	383	325	393	505	454	76
1% Royalty	$	29,247,981		1,430,541.00	3,217,615.48	3,241,097.35	3,832,675.91	3,246,796.53	3,933,946.44	5,050,568.59	4,539,035.12	755,705.03
Post-Royalty Revenue	$	2,895,550,164		141,623,559	318,543,933	320,868,638	379,434,915	321,432,856	389,460,697	500,006,291	449,364,476	74,814,798
Post-Royalty Revenue	Million $	2,896		142	319	321	379	321	389	500	449	75
CAPEX
Underground Development	$	18,746,400	18,746,400
Mill + Infrastructure	$	42,201,000		42,201,000
Powerline + Substation		18,420,000		18,420,000
Mining Equipment	$	32,198,230	17,083,830	15,114,400
Ore Sorters	$	7,150,000		7,150,000
Bridge Construction	$	15,500,000	12,400,000	3,100,000
Road Construction		800,000	800,000
Royalty CAPEX		1,000,000	1,000,000
Reclamation	$	10,000,000										10,000,000
Total CAPEX	$	146,015,630	50,030,230	85,985,400	0	0	0	0	0	0	0	10,000,000
Total CAPEX	M$	146	50	86	0	0	0	0	0	0	0	10
Unit OPEX
Mine	$/t mined			4.85	33.46	33.46	33.46	33.46	33.46	33.46	33.46	33.46
Sorting + Crushing	$/t mined				1.50	1.50	1.50	1.50	1.50	1.50	1.50	1.50
1st DMS	$/t milled				3.95	3.95	3.95	3.95	3.95	3.95	3.95	3.95
2nd DMS _mag separation	$/t milled				5.10	5.10	5.10	5.10	5.10	5.10	5.10	5.10
Ball Mill Grinding	$/t milled				3.50	3.50	3.50	3.50	3.50	3.50	3.50	3.50
Mica Flotation	$/t milled				15.25	15.25	15.25	15.25	15.25	15.25	15.25	15.25
Spodumene Flotation	$/t milled				19.25	19.25	19.25	19.25	19.25	19.25	19.25	19.25
Tailings cost	$/t milled				2.50	2.50	2.50	2.50	2.50	2.50	2.50	2.50
Transportation DSO	$/t			100.00
Transportation of 6% Li2O	$/t				15.00	15.00	15.00	15.00	15.00	15.00	15.00	15.00
Stockpiling Open pit	$/t mined				0.20
G&A	$/t			0.50	1.50	1.50	1.50	1.50	1.50	1.50	1.50	1.50

231

 

Description	Unit	Total	Year
			0	1	2	3	4	5	6	7	8	9
OPEX
Underground Development	$	119,543,240		21,899,500	29,017,664	10,558,471	10,629,104	10,357,348	10,013,826	9,657,684	12,088,132	5,321,511
Mine	$	284,385,807		15,931,543	24,541,237	36,964,935	44,155,489	33,833,414	40,881,093	41,393,366	37,609,709	9,075,021
Sorting + Crushing	$	12,034,710			1,100,175	1,657,125	1,979,475	1,516,740	1,832,685	1,855,650	1,686,030	406,830
1st DMS	$	19,960,349			2,241,406	2,607,960	3,094,889	2,433,522	3,041,298	3,193,024	2,874,991	473,259
2nd DMS +mag separation	$	10,646,052			1,195,476	1,390,982	1,650,690	1,297,943	1,622,107	1,703,031	1,533,405	252,418
Ball Mill Grinding	$	4,551,350			511,084	594,666	705,695	554,891	693,475	728,072	655,554	107,912
Mica Flotation	$	19,830,881			2,226,867	2,591,044	3,074,815	2,417,737	3,021,572	3,172,313	2,856,343	470,190
Spodumene Flotation	$	22,968,346			2,579,182	3,000,977	3,561,284	2,800,250	3,499,618	3,674,209	3,308,248	544,579
Tailings cost	$	12,271,654			1,371,312	1,631,482	1,937,062	1,506,465	1,891,546	1,920,172	1,729,524	284,092
Transportation DSO	$	28,383,750		28,383,750
Transportation of 6% Li2O	$	11,921,760			1,378,978	1,389,042	1,642,575	1,391,484	1,685,977	2,164,529	1,945,301	323,874
Stockpiling Open Pit	$	54,608			54,608
G&A	$	8,833,606		278,438	960,685	1,117,793	1,326,495	1,043,027	1,303,525	1,368,556	1,232,244	202,843
Total OPEX	$	555,386,112		66,493,230	67,178,674	63,504,477	73,757,572	59,152,820	69,486,722	70,830,608	67,519,481	17,462,528
Total OPEX	Million $	555		66	67	64	74	59	69	71	68	17
Pre-Tax Cash Flow
Net Cash Flow	$	2,194,148,421	-50,030,230	-10,855,071	251,365,259	257,364,161	305,677,343	262,280,036	319,973,975	429,175,683	381,844,996	47,352,270
Cumulative Cash Flow	$		-50,030,230	-60,885,301	190,479,958	447,844,119	753,521,462	1,015,801,498	1,335,775,473	1,764,951,156	2,146,796,151	2,194,148,421
Net Cash Flow	Million $	2,194	-50	-11	251	257	306	262	320	429	382	47
Cumulative Cash flow	Million $		-50	-61	190	448	754	1,016	1,336	1,765	2,147	2,194
NPV Discount rate	%	7
Pre-Tax Key Economic Results
Pre-Tax NPV	$	1,518,139,613
Pre-Tax IRR	%	175
Payback Period	Months	14.9
Post-Tax Cash Flow
Federal Taxes 15%		329,122,263			28,571,994	38,604,624	45,851,601	39,342,005	47,996,096	64,376,352	57,276,749	7,102,840
Provincial Taxes 17%		372,058,186			32,381,593	43,751,907	51,965,148	44,587,606	54,395,576	72,959,866	64,913,649	7,102,840
Total Taxes	$	701,180,449			60,953,586	82,356,532	97,816,750	83,929,611	102,391,672	137,336,218	122,190,399	14,205,681
Post-Tax Net Cash Flow	$	1,492,967,972	-50,030,230	-10,855,071	190,411,673	175,007,630	207,860,593	178,350,424	217,582,303	291,839,464	259,654,597	33,146,589
Cumulative Cash Flow	$		-50,030,230	-60,885,301	129,526,371	304,534,001	512,394,594	690,745,018	908,327,322	1,200,166,786	1,459,821,383	1,492,967,972
Net Cash Flow	Million $	1,493	-50	-11	190	175	208	178	218	292	260	33
Post-Tax Key Economic Results
Post-Tax NPV	$	1,030,611,483
Post-Tax IRR	%	143
Payback Period	Months	14.9

232

 

The post-tax key economic results based on all mineral resources are presented in Table 19-10 below:

Table 19-10:Post-Tax Key Economic Results for All Mineral Resources.

Post-Tax Economic Results (all Resources)
Net Present Value	$1.19 Billion
Internal Rate of Return	170 %
Payback Period	14 Months

Post-tax economic results are also shown in Table 19-11 below based on measured and indicated mineral resources only.

Table 19-11: Post-Tax Key Economic Results for Measured and Indicated Mineral Resources.

Post-Tax Economic Results (Measured and Indicated Only)
Net Present Value	$1.03 Billion
Internal Rate of Return	143 %
Payback Period	15 Months

19.5Sensitivity Analysis  

A sensitivity analysis is conducted to study the changes to the pre-tax NPV when key economic inputs are varied. The varied economic parameters and the points of variation are as follows:

·Spodumene price: ± 15% and ± 30% variation points.  

·Project LOM capital cost: ± 15% and ± 30% variation points. 

·Project LOM operating cost: ± 15% and ± 30% variation points.  

233

 

·Mill recovery: A change of ± 2 to the mill recovery percentage.  

·NPV discount rate: A change ± 2 to the NPV discount rate percentage.  

It is important to note that the inputs are varied independently, therefore the analysis does not consider the changes to other parameters when varying one of the inputs. The results are presented in Table 19-12 below.

Table 19-12: Sensitivity Analysis for Pre-Tax NPV Estimates for All Mineral Resources.

NPV Projection (Million USD) – All Mineral Resources
Parameter Variation	-30%	-15%	0%	+15%	+30%
Spodumene Price	1,052	1,404	1,756	2,107	2,459
LOM CAPEX	1,796	1,776	1,756	1,735	1,715
LOM OPEX	1,891	1,823	1,756	1,688	1,620
Parameter Variation		-2%	0	+2%
Mill Recovery		1,701	1,756	1,810
NPV Discount Rate		1,937	1,756	1,596

Figure 19-2 and Figure 19-3  show the results in the form of spider chart and tornado chart respectively. The spider chart highlights the variations of spodumene price, project CAPEX, and project OPEX. The tornado chart shows the pre-tax NPV sensitivity to all considered parameters.

234

 

 

Figure 19-2:  Spider Chart for Pre-Tax NPV Sensitivity Analysis Based on All Mineral Resources.

235

 

 

Figure 19-3: Tornado Chart for Pre-Tax NPV Sensitivity Analysis Based on All Resources.

The results show that the NPV is most sensitive to changes to spodumene price. In the case of spodumene price increasing by 30% to $4,550 per tonne, the project NPV may potentially increase to over $2.4 billion. It is also promising to note that a 30% decrease to the spodumene price would keep estimated NPV higher than $1 billion.

On the other hand, the NPV is most resistant to variations in capital cost, followed by mill recovery. A 30% increase to project capital has a small effect on the NPV and the project value is still above $1.7 billion.

The NPV discount rate also has a significant effect on the NPV. If a 5% discount rate is used for this project, the NPV reaches almost $2 billion. Using a 9% discount rate only drops the NPV projection to $1.6 billion.

A sensitivity analysis is also conducted for pre-tax NPV based on measured and indicated mineral resources only and presented in Table 19-13 below. Additionally, the spider and tornado charts are shown in Figure 19-4 and Figure 19-5 respectively.

236

 

Table 19-13: Sensitivity Analysis on Pre-Tax NPV for Measured and Indicated Mineral Resources

NPV Projection (Million USD) – Measured and Indicated Only
Parameter Variation	-30%	-15%	0%	+15%	+30%
Spodumene Price	899	1,208	1,518	1,828	2,137
LOM CAPEX	1,559	1,539	1,518	1,498	1,477
LOM OPEX	1,641	1,580	1,518	1,457	1,395
Parameter Variation		-2%	0	+2%
Mill Recovery		1,470	1,518	1,566
NPV Discount Rate		1,680	1,518	1,376

237

 

 

Figure 19-4: Spider Chart for Pre-Tax NPV Sensitivity Analysis Based on All Mineral Resources.

238

 

 

Figure 19-5: Tornado Chart for Pre-Tax NPV Sensitivity Analysis Based on Measured and Indicated Mineral Resources.

239

 

20.Adjacent Properties  

The Snow Lake region of Manitoba is a mining friendly jurisdiction with a variety of deposits and operations that are in exploration of production stages. The properties described in the following section are excluded from the Thompson Brothers property and cannot be verified to be indicative of its mineralization qualities.

20.1Zoro Lithium Deposit 

 

Figure 20-1: Zoro Project property outline and pegmatite discoveries

The Zoro Lithium Project is currently owned by Foremost Lithium, previously owned by Far Lithium. In 2018, under previous ownership, a NI 43-101 technical report was published based on a maiden 1.1 Mt resource grading 0.91% Li₂O. As shown in Figure 1, the deposit is located 20km east of the historical mining town of Snow Lake and approximately 5km east of the Thompson Brothers property, with a total of 16 claims that covers 3,603 hectares.

240

 

As of March 2023, preliminary metallurgical test results have confirmed that with Dense Media Separation (DMS) and flotation of the DMS middling together, the product of global lithium is able to reach 81.6% recovery of spodumene concentrate at the grade of 5.88% Li₂O.

20.2Peg North Lithium Deposit 

Peg North Project is located north of the Thompson Brothers Property near the town of Snow Lake. Figure 2 below shows the Peg North Property and the nearby Foremost Lithium properties. The property consists of 28 claims that cover 16,697 acres (6,757 hectares) of land. The claims extend from the northern deposit of Thompson Brothers deposit, which suggests that the two deposits potentially have similar mineralization and rock structure.

 

Figure 20-2: Peg North Property and other Foremost Lithium owned properties near Snow Lake, Manitoba

241

 

20.3Lalor Mine  

The Lalor Mine is 100% owned by Hudbay Minerals and is located 16km to the west of Snow Lake Lithium Property. The Lalor Mine is a zinc and copper producer with volcanogenic massive sulfide (VMS) deposits excavated using cut and fill mining method. The operation was under pre-feasibility level study in 2012 and was in production since 2016.  Lalor ore is trucked to the New Britannia mill in Snow Lake.

242

 

20.4Laguna Gold Property  

 

Figure 20-3: Laguna Gold Property Claim Map, Snow Lake, Manitoba

243

 

The Laguna Gold property hosting the historic Rex-Laguna gold mine, is the oldest, and highest-grade gold mine in Manitoba. The property is located within the Flin Flon-Snow Lake greenstone belt and produced over 60,000 ounces of gold grading 16.7 g/t up until 1940. It is currently owned by Kinross Gold (70%), who have completed 48 drill holes during their current exploration program. They have recently discovered a high-grade quartz vein that traces 250 meters across strike at 150 meters depth, located above the previously mined Laguna quartz vein. As of now, gold mineralization at the site is seen to be predominantly associated with arsenopyrite disseminated within sericitized zones along the margins of quartz veins.

21.Other Relevant Data and Information  

This section is not required for this report. All information and references are outlined in Chapter 2.

22.Interpretation and Conclusions  

The following section of the report outlines the interpretation of the data analyzed by the corresponding Qualified Persons in the report. The Qualified Persons have reviewed each section and have made conclusions based on currently information and assumptions and have made comments of the existing underlying risks and uncertainties.

22.1Mineral Resources  

Mineral Resources have been estimated by employing industry standard methods of grade shell modelling, followed by variographic determinations of geologic continuity of grades, which determines the range of measured, indicated and inferred ellipsoids for estimation of block models. The whole of the modelling and resource estimation is underpinned by geochemical analysis of the set of core samples.  The QAQC for the geochemical samples as reviewed and was found adequate for this Initial Assessment, but scatter and an apparent time-variant bias in CRM material analysis requires further study accompanied by a remediation program to better underpin PFS and FS studies; this QAQC study and remediation is currently underway.

22.2Mining Methods 

Reasonable open pit and underground mine plans, mine production schedules, mine capital and operating costs have been developed based on inferred, indicated, and measured mineral resources of the geological block models for Grass River and Thompson Brothers.      

244

 

22.3Recovery Methods 

The current recovery method is based on the metallurgical tests performed by PMC and SGS laboratory facilities. The method of spodumene recovery is considered conventional based on the current industry standard. The performance of this recovery method is supported by existing spodumene process mills that are currently in production.

The process method consists of pre-concentration methods such as ore sorting, Dense Media Separation (DMS) and magnetic separation that can eliminate the unwanted gangue material and magnetic iron impurities. The DMS stages are also placed to collect spodumene product of approximately 6% Li₂O before flotation and reduce circuit load for the remainder of the process. Following pre-concentration, flotation stages are implemented to remove mica and collect spodumene product.

In the metallurgical tests, there are slight variation in the proposed flowsheet and recovery for the Thompson Brothers and Grass River Deposit performed by PMC and SGS respectively. In the current flowsheet, ore from both deposits are send to the same mill, using the corresponding recoveries. Although, it is fair assumption for the current level of study, additional metallurgical tests are recommended for both deposits using the same flowsheet to verify the spodumene recoveries of each deposit.

22.4Infrastructure 

As mentioned in Chapter 15: Infrastructure, the main infrastructure outlined in the report are:

·Access road connecting the nearby Highway 393 and the mine site.  

·On-site buildings for office structures, processing plants, workshops, laboratories and etc.  

·The required power facilities, substations, and transmission lines.  

·The water management of potable water and process water. 

·The disposal and usage of fine tailings and waste rock from mining and processing activities.  

·The required infrastructure for the treatment of wastewater from processing.  

245

 

Based on the current understanding of the soil properties, the access road will be approximately 5m in width and in line with gravel road construction standards. The road is constructed using pre-stripping material from development activities and can accommodate B-train Doubles that are 2.5m wide. The ground condition is scouted to be terra firma for most of the road area, with some marsh areas. However, there are still uncertainties regarding the hydrogeology, hydrology, soil condition and topography of the Thompson Brothers Property. These parameters are to be focused on in the next stage of study to minimize risks and uncertainties in the feasibility of the road and building construction.

With the current processing flowsheet, the wastewater from processing will contain minimal hazardous chemicals that will pose threats to the surrounding environment.

22.5Environmental Studies, Permitting and Plans  

·Baseline studies were initiated in the spring of 2022 and seasonal studies are ongoing with the aim of collecting two years of baseline data to support the provincial environmental application process.   

·The Project is not anticipated to require environmental review under the Federal Impact Assessment Act (IAA), although the ECCC Minister may designate a physical activity that is not prescribed by the Physical Activities Regulations if, in their opinion, either the carrying out of that physical activity may cause adverse effects within federal jurisdiction or adverse direct or incidental effects, or public concerns related to those effects warrant the designation.  

·A provincial environmental review and authorisation process will be required, in addition to other authorizations that will be identified as Project planning evolves.  

·The proposed watercourse diversion will require an authorisation under the Federal Fisheries Act and compensation or an offset plan. The authorisation process can be lengthy and engineering and environmental studies will be required to support the application.  

246

 

·The town of Snow Lake is the nearest community to the Project area. The Project lies within Treaty 5 land with several Indigenous communities’ signatories. The MCCN have indicated that the Project lies within the Nation’s asserted Traditional Territory.  

·Seven Indigenous communities have been identified as being potentially interested in the Project, although most of these communities reside more than 100 km from the Project area. Early engagement of the seven identified Indigenous communities and the mayors of the closest towns was initiated in 2022 and further engagement is ongoing and planned. Engagement is currently focussed on the MCCN, NHCN and MMF.  

·A Mine closure plan will be required as part of the environmental approval process.  

22.6Economic Estimates and Analysis 

The initial capital cost required in year 0 is estimated at $50 million, whereas the remaining capital in subsequent years is estimated at $96 million. The bulk of the remaining capital is spent in year 1 to build the mill, powerline and substation, and other infrastructure costs. A closure cost of $10 million at the end of production. The total projected CAPEX is $146 million. After the initial $50 million in year 0, the remainder of CAPEX will be taken from revenue.

The most significant unit operating costs are underground mining estimated at $33.5 per tonne mined, and processing costs at $15.8 per tonne milled. The total operating cost over the LOM is estimated at $613 million. Mining cost makes up around 50% of the total operating cost, followed by underground development at 20%, and processing costs at 17% of the total operating cost.

Cash flow calculations are based on a spodumene price estimation of $3500 per tonne, and $504 for the DSO product, along with NPV discount rate of 7% and private royalty of 1%. Provincial and federal taxes are assumed and presented in Section 19 of the report.  Pre-tax and post-tax key economic results for all mineral resources are presented in Table 22-1  below.

247

 

Table 22-1:Summary of Key Economic Results for All Mineral Resources.

Economic Results – All Mineral Resources
	Pre-Tax	Post-Tax
Net Present Value	$1.76 Billion	$1.19 Billion
Internal Rate of Return	208 %	170 %
Payback Period	14 Months	14 Months

The key economic results based on measured and indicated resources is summarized in Table 22-2 below.

Table 22-2: Summary of Key Economic Results for Measured and Indicated Mineral Resources.

Economic Results – Measured and Indicated Mineral Resources
	Pre-Tax	Post-Tax
Net Present Value	$1.52 Billion	$1.03 Billion
Internal Rate of Return	175 %	143 %
Payback Period	15 Months	15 Months

A Sensitivity analysis is conducted to study the variation of pre-tax NPV when changing major economic inputs. This includes varying the spodumene selling price, project CAPEX and OPEX, mill recovery, and NPV discount rate. The analysis shows that the pre-tax NPV is most sensitive to changes of spodumene price and most resistant to CAPEX fluctuations. An increase of 30% in spodumene price can potentially increase the NPV to around $2.5 billion. The pre-tax NPV is estimated to remain above $1 billion in case of a 30% decrease in spodumene price. The sensitivity analysis is also conducted based on measured and indicated resources and the detailed results are presented in 19.5.

248

 

23.Recommendations  

At the current level of study for this Initial Assessment, the Thompson Brothers deposit and the Grass River deposit shows great economic potential. Based on work completed, additional drilling and testing is required to reach a conclusive interpretation of the project feasibility. The recommended next stages of exploration and studies are as shown below:  

23.1Phase 1: Exploration 

Snow Lake Resources has acquired additional claims on ground prospective for additional spodumene dikes; the plan is to perform basic exploration of this ground prior to any additional drilling of TBL and GR deposits. The program, comprising field mapping and prospecting, including helicopter support is to be directed to areas of outcrop exposure.  

Estimated cost: $1,275,700

23.2Phase 2: Drilling 

Grass River Swarm: 25 holes @ 200m/hole = 5,000 m. At $450/m = $2.25 M (can be done in the fall of 2023)

TBL Dike: 20 holes @ 400m/hole = 8,000m. At $450/m = $3.60 M (can be done in the winter of 2024)

Total cost is estimated at $5.85 M all in.

Factoring in contingencies @10% adds $585,000 for a final cost of $6,435,000.00.

Estimated cost: $ 6,435,000 USD

23.3Phase 3: Metallurgical analysis and optimization 

As part of the next level of study, additional metallurgical testing is required to confirm the recovery and grade of the spodumene product produced, and to confirm economic feasibility. The current flowsheet leaves room for optimization. Assuming the results remain positive, the project will be able to proceed to prefeasibility study.

Estimated cost: $ 200,000 USD

249

 

23.4Phase 4:  Geotechnical study and closure plan 

To optimize pit slopes and stopes as well as to ensure a safe design of open pit and underground development, a geotechnical drilling and mapping program consisting of at least 4 drill holes will be required to support Prefeasibility Study. A closure plan will be required for permitting and to support the Prefeasibility Study.

Estimated cost: $ 450,000 USD

23.5Phase 5: Prefeasibility Level Report 

With addition geological information, the mining and processing methods can be updated and optimized. The findings and changes will be presented in the format of a Prefeasibility level report that will be compliant with United States Securities and Exchange Commission (SEC) Modernized Property Disclosure Requirements for Mining Registrants.

Estimated cost: $ 622,000 USD

23.6Environmental Recommendations 

·Snow Lake Resources has no environmental or social policies at this stage. It is considered best practice for mining companies to develop and implement such policies which are signed by senior management. It is therefore recommended that the company develops these policies for implementation. 

·Continue baseline studies to provide a robust baseline characterisation that can support the required environmental application process, and which will also be used to compare future monitoring data against. The baseline programs should be reviewed now that the Project infrastructure and activities have been defined.  

250

 

·Alternatives should be considered for the placement of infrastructure and for alternative designs of infrastructure to minimise environmental and social impact, as well as considering engineering feasibility and cost. This should be included in the environmental assessment work to inform the provincial application process.   

·Develop an environmental approval and permitting plan with a schedule.  

·The proposed watercourse diversion will require significant time and effort to design and conduct the environmental studies needed to support an application in terms of the Federal Fisheries Act. It is recommended that Snow Lake Resources approach DFO as soon as basic design and impact mitigation information is available to support constructive discussion and planning with the regulator. A DFO authorisation can take a significant amount of time and potentially delay the Project.    

·Implement the 2023 engagement plan to progress engagement with Indigenous communities as well as stakeholders such as non-Indigenous communities, regulators and other interested parties. Positive engagement and relationship building with the Indigenous communities and stakeholders is important to progress the Project and environmental applications.  

·Compile a Mine Closure Plan and ensure the financial assurance is in place prior to commencement of the Project. 

·Ensure that all required approvals and permits are in place prior to commencement of the Project. 

251

 

24.References  

Ansdell, K. M., Lucas, S. B., Connors, K., & Stern, R. A. (1995). Kisseynew metasedimentary gneiss belt, Trans-Hudson orogen (Canada): Back-arc origin and collisional inversion. Geology, 23(11), 1039-1043

Baker, D. R. (1998). The escape of pegmatite dikes from granitic plutons; constraints from new models of viscosity and dike propagation. The Canadian Mineralogist, 36(2), 255-263

Bannatyne, B. B. (1985). Industrial minerals in rare-element pegmatites of Manitoba; Manitoba Energy and Mines, Geological Services. Economic Geology Report ER84-1, 5

Benn, D. N. (2022). White Micas as a tool for tracking pegmatite evolution and its use in Li exploration. A case study of Wekusko Lake, Manitoba, Canada

Benn, D., Martins, T., & Linnen, R. (2022). Fractionation and Enrichment Patterns in White Mica from Li Pegmatites of the Wekusko Lake Pegmatite Field, Manitoba, Canada. The Canadian Mineralogist, 60(6), 933-956

Černý, P. (1991). Rare-element granitic pegmatites. Part I: Anatomy and internal evolution of pegmatite deposits. Geoscience Canada, 18(2), 49-67

Černý, P., London, D., & Novák, M. (2012). Granitic pegmatites as reflections of their sources. Elements, 8(4), 289-294

Foremost lithium. Foremost Lithium Resource and Technology. (n.d.). https://foremostlithium.com/properties/zoro-lithium-project.html

Government of Canada. 2021. First Nations and Treaty Areas in Manitoba. https://www.sac-isc.gc.ca/eng/1100100020576/1616073943706

Government of Manitoba. 1996. Manitoba Laws. Retrieved from The Provincial Parks Act - C.C.S.M. c. P20: https://web2.gov.mb.ca/laws/statutes/ccsm/p020ei.php

Government of Manitoba. 2022a. Manitoba Laws. Retrieved from The Environment Act C.C.S.M. April 22. 2022. c.E125: https://web2.gov.mb.ca/laws/statutes/ccsm/e125e.php

252

 

Government of Manitoba. 2022a. Manitoba Laws. Retrieved from The Endangered Species and Ecosystems Act: https://web2.gov.mb.ca/laws/statutes/ccsm/e111e.php

Manitoba Sustainable Development, Work Permit No. 2022-02-25-008

Omanayin, Y. A., Waziri, N. M., Onoduku, U. S., Alabi, A. A., & Amadi, A. N. (2022). Geology and  Geochemistry of Pegmatites of Ogodo–Odobola, North Central Nigeria: A Status Review

SLR. 2023a. Baseline Report – Air Quality and Climate. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023b. Baseline Report – Aquatic Ecology. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023c. Baseline Report – Terrestrial Ecology. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023d. Baseline Report – Groundwater. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023e. Baseline Report – Geochemistry. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023f. Baseline Report – Hydrology. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023g. Baseline Report – Noise and Vibration. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023h. Baseline Report – Surface Water Quality. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

SLR. 2023i. Baseline Report – socioeconomic, Land Use and Indigenous Communities. Snow Lake Lithium Project. SLR Consulting (Canada) Ltd.

Western Heritage. 2023: Thompson Brothers Lithium Property Baseline Report – Archaeology, Heritage and Cultural Resources. Heritage Permit #A67-22

253

 

25.Reliance on Information Provided by the Registrant  

ABH Engineering has relied upon information provided by the registrant for matters discussed in this Initial Assessment. The main objective of preparing this report was to ensure maximum clarity and avoid any potential for misinterpretation.

26.Appendices 

Appendix A

Table A-1- SLR's mineral dispositions to date

Disposition Number	Disposition Name	Disposition/Lease Type	Map Number	Issue Date	Good To Date	Term Expiry Date	Area (ha)	Status
MB1052	ADD 1052	Mining Claim	63J13SE	2001-07-20	2030-07-20	2030-09-18	235	Converted To Lease
MB1053	ADD 1053	Mining Claim	63J13SE	2001-07-20	2030-07-20	2030-09-18	83	Converted To Lease
MB12130	BAZ 12130	Mining Claim	63J13NE	2017-12-05	2029-12-05	2030-02-03	192	GOOD STANDING
MB12132	BAZ 12132	Mining Claim	63J13NE	2017-12-05	2030-12-05	2031-02-03	256	GOOD STANDING
MB12631	PGB12631	Mining Claim	63J14SW	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING
MB12632	PGB12632	Mining Claim	63J14SE, 63J14SW	2022-10-12	2024-10-12	2024-12-11	192	GOOD STANDING
MB12633	PGB12633	Mining Claim	63J14SE	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING
MB12634	PGB12634	Mining Claim	63J14SE	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING
MB12635	PGB12635	Mining Claim	63J14SE	2022-10-12	2024-10-12	2024-12-11	240	GOOD STANDING
MB12900	PGB2900	Mining Claim	63J13SE	2022-01-20	2024-01-20	2024-03-20	256	GOOD STANDING
MB12901	PGB2901	Mining Claim	63J13SE	2022-01-20	2024-01-20	2024-03-20	256	GOOD STANDING
MB12902	PGB2902	Mining Claim	63J13SE	2022-01-20	2024-01-20	2024-03-20	256	GOOD STANDING
MB12903	PGB2903	Mining Claim	63J13SE	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12904	PGB2904	Mining Claim	63J13SE, 63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12905	PGB2905	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12906	PGB2906	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12907	PGB2907	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12908	PGB2908	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12909	PGB2909	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	112	GOOD STANDING
MB12910	PGB2910	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	112	GOOD STANDING
MB12911	PGB2911	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12912	PGB2912	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12913	PGB2913	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12914	PGB2914	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12915	PGB2915	Mining Claim	63J13SE, 63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12916	PGB2916	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING

254

 

MB12917	PGB2917	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12918	PGB2918	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12919	PGB2919	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12920	PGB2920	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	144	GOOD STANDING
MB12921	PGB2921	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	174	GOOD STANDING
MB12922	PGB2922	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	152	GOOD STANDING
MB12923	PGB2923	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12924	PGB2924	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12925	PGB2925	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12926	PGB2926	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	212	GOOD STANDING
MB12927	PGB2927	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	202	GOOD STANDING
MB12928	PGB2928	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12929	PGB2929	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12934	PGB2934	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12935	PGB2935	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12936	PGB2936	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	136	GOOD STANDING
MB12937	PGB2937	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	64	GOOD STANDING
MB12938	PGB2938	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	178	GOOD STANDING
MB12939	PGB2939	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12940	PGB2940	Mining Claim	63J14SW	2022-01-21	2024-01-21	2024-03-21	256	GOOD STANDING
MB12941	PGB2941	Mining Claim	63J14SW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12942	PGB2942	Mining Claim	63J14SW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12943	PGB2943	Mining Claim	63J14SW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12944	PGB2944	Mining Claim	63J14SW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12945	PGB2945	Mining Claim	63J14SW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12946	PGB2946	Mining Claim	63J14SW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12947	PGB2947	Mining Claim	63J14SW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12954	PGB2954	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING
MB12955	PGB2955	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12956	PGB2956	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12957	PGB2957	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12958	PGB2958	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12959	PGB2959	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING
MB12960	PGB2960	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12961	PGB2961	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING

255

 

MB12962	PGB2962	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING
MB12963	PGB2963	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12964	PGB2964	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	256	GOOD STANDING
MB12965	PGB2965	Mining Claim	63J14NW	2022-01-25	2024-01-25	2024-03-25	128	GOOD STANDING
MB12967	ROCH2967	Mining Claim	63J13SE	2022-01-30	2024-01-30	2024-03-30	72	GOOD STANDING
MB12968	ROCH2968	Mining Claim	63J13SE	2022-01-30	2024-01-30	2024-03-30	256	GOOD STANDING
MB12969	ROCH2969	Mining Claim	63J13SE	2022-01-30	2024-01-30	2024-03-30	139	GOOD STANDING
MB12970	ROCH2970	Mining Claim	63J13SE	2022-01-30	2024-01-30	2024-03-30	248	GOOD STANDING
MB12972	ROCH2972	Mining Claim	63J13SE	2022-01-30	2024-01-30	2024-03-30	99	GOOD STANDING
MB12973	ROCH2973	Mining Claim	63J13SE	2022-01-30	2024-01-30	2024-03-30	75	GOOD STANDING
MB12974	ROCH2974	Mining Claim	63J13SE	2022-10-12	2024-10-12	2024-12-11	89	GOOD STANDING
MB12975	ROCH2975	Mining Claim	63J13SE	2022-10-12	2024-10-12	2024-12-11	148	GOOD STANDING
MB12976	ROCH2976	Mining Claim	63J13SE	2022-10-12	2024-10-12	2024-12-11	104	GOOD STANDING
MB12977	PGB12977	Mining Claim	63J14SW	2022-10-12	2024-10-12	2024-12-11	216	GOOD STANDING
MB12978	PGB12978	Mining Claim	63J14SW	2022-10-12	2024-10-12	2024-12-11	192	GOOD STANDING
MB12979	PGB2979	Mining Claim	63J14SW	2022-10-12	2024-10-12	2024-12-11	192	GOOD STANDING
MB13493	TBL 001	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	256	GOOD STANDING
MB13494	TBL 002	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	243	GOOD STANDING
MB13495	TBL 003	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	78	GOOD STANDING
MB13496	TBL 004	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	151	GOOD STANDING
MB13497	TBL 005	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	67	GOOD STANDING
MB13498	TBL 006	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	230	GOOD STANDING
MB13499	TBL 007	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	185	GOOD STANDING
MB13500	TBL 008	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	78	GOOD STANDING
MB13501	TBL 009	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	206	GOOD STANDING
MB13502	TBL 010	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	173	GOOD STANDING
MB13503	TBL 011	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	72	GOOD STANDING
MB13504	TBL 012	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	250	GOOD STANDING
MB13505	TBL 013	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	237	GOOD STANDING
MB13506	TBL 014	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	121	GOOD STANDING
MB13507	TBL 015	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	256	GOOD STANDING
MB13508	TBL 016	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	220	GOOD STANDING
MB13509	TBL 017	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	240	GOOD STANDING
MB13510	TBL 018	Mining Claim	63J13NE	2018-04-06	2025-04-06	2025-06-05	256	GOOD STANDING
MB13784	HERB 15	Mining Claim	63J13NW	2021-06-23	2024-06-23	2024-08-22	60	GOOD STANDING

256

 

MB13785	HERB 5	Mining Claim	63J13NW	2021-06-24	2024-06-24	2024-08-23	64	GOOD STANDING
MB13851	HERB 1	Mining Claim	63J13NW	2021-06-19	2024-06-19	2024-08-18	240	GOOD STANDING
MB13852	HERB 2	Mining Claim	63J13NW	2021-06-19	2024-06-19	2024-08-18	256	GOOD STANDING
MB13853	HERB 3	Mining Claim	63J13NW	2021-06-19	2024-06-19	2024-08-18	189	GOOD STANDING
MB13854	HERB 4	Mining Claim	63J13NW	2021-06-19	2024-06-19	2024-08-18	82	GOOD STANDING
MB13855	HERB 21	Mining Claim	63J13NW	2021-06-24	2024-06-24	2024-08-23	50	GOOD STANDING
MB13856	HERB 6	Mining Claim	63J13NW	2021-06-19	2024-06-19	2024-08-18	163	GOOD STANDING
MB13857	HERB 7	Mining Claim	63J13NW	2021-06-19	2024-06-19	2024-08-18	88	GOOD STANDING
MB13858	HERB 8	Mining Claim	63J13NW	2021-06-22	2024-06-22	2024-08-21	174	GOOD STANDING
MB13859	HERB 9	Mining Claim	63J13NW	2021-06-22	2024-06-22	2024-08-21	246	GOOD STANDING
MB13860	HERB 10	Mining Claim	63J13NW	2021-06-22	2024-06-22	2024-08-21	252	GOOD STANDING
MB13861	HERB 11	Mining Claim	63J13NW	2021-06-20	2024-06-20	2024-08-19	250	GOOD STANDING
MB13862	HERB 12	Mining Claim	63J13NW	2021-06-20	2024-06-20	2024-08-19	138	GOOD STANDING
MB13863	HERB 13	Mining Claim	63J13NW	2021-06-23	2024-06-23	2024-08-22	138	GOOD STANDING
MB13864	HERB 14	Mining Claim	63J13NW	2021-06-23	2024-06-23	2024-08-22	219	GOOD STANDING
MB13865	HERB 22	Mining Claim	63J13NW	2021-06-24	2024-06-24	2024-08-23	56	GOOD STANDING
MB13866	HERB 16	Mining Claim	63J13NW	2021-06-23	2024-06-23	2024-08-22	40	GOOD STANDING
MB13867	HERB 17	Mining Claim	63J13NW	2021-06-23	2024-06-23	2024-08-22	106	GOOD STANDING
MB13868	HERB 18	Mining Claim	63J13NW	2021-06-24	2024-06-24	2024-08-23	32	GOOD STANDING
MB13869	HERB 19	Mining Claim	63J13NW	2021-06-24	2024-06-24	2024-08-23	124	GOOD STANDING
MB13870	HERB 20	Mining Claim	63J13NW	2021-06-24	2024-06-24	2024-08-23	220	GOOD STANDING
MB5735	CRO 5735	Mining Claim	63J13NE	2010-02-11	2030-02-11	2030-04-12	216	GOOD STANDING
MB5736	CRO 5736	Mining Claim	63J13NE	2010-02-11	2030-02-11	2030-04-12	202	GOOD STANDING
MB5737	CRO 5737	Mining Claim	63J13NE, 63J13SE	2010-02-11	2030-02-11	2030-04-12	250	GOOD STANDING
MB6301	ADD 6301	Mining Claim	63J13SE	2006-03-24	2030-03-24	2030-05-23	110	GOOD STANDING
MB6303	ADD 6303	Mining Claim	63J13NE, 63J13SE	2008-03-17	2030-03-17	2030-05-16	180	GOOD STANDING
MB6305	ADD 6305	Mining Claim	63J13NE	2009-02-11	2030-02-11	2030-04-12	224	GOOD STANDING
MB9830	ADD 9830	Mining Claim	63J13SE	2018-03-06	2030-03-06	2030-05-05	40	GOOD STANDING
ML339		Mineral Lease		2023-04-06	2024-04-06	2024-05-06	318	GOOD STANDING
P2818F	ADD 13	Mining Claim	63J13SE	1994-09-30	2030-09-30	2030-11-29	16	GOOD STANDING
P3033F	ADD 3033	Mining Claim	63J13SE	1995-04-21	2031-04-21	2031-06-20	32	GOOD STANDING
P3035F	ADD 3035	Mining Claim	63J13SE	1995-04-21	2030-04-21	2030-06-20	53	GOOD STANDING
P3203F	ADD 3203	Mining Claim	63J13SE	1995-09-11	2030-09-11	2030-11-10	82	GOOD STANDING
P7463B	THOMPSON #2	Mining Claim	63J13SE	1964-11-05	2030-11-05	2031-01-04	21	GOOD STANDING
P7464B	THOMPSON #3	Mining Claim	63J13SE	1964-11-05	2030-11-05	2031-01-04	21	GOOD STANDING

257

 

W47378	THOMPSON 7	Mining Claim	63J13SE	1982-07-08	2030-07-08	2030-09-06	16	GOOD STANDING
W47380	THOMPSON 6	Mining Claim	63J13SE	1982-07-08	2031-07-08	2031-09-06	16	GOOD STANDING
W49853	ADD 49853	Mining Claim	63J13SE	1996-04-22	2031-04-22	2031-06-21	32	GOOD STANDING

Table A-2: Historic and current drilling information by year

Year	Company	Prospect	DDH ID	AZIMUTH	DIP	CASING (m)	DEPTH (m)	EASTING (x)	Northing (Y)
1942	SG	N/A	1	028	-35	0.60	23.50	452893	6077492.6
1942	SG	N/A	2	028	-35	3.70	21.30	452876.5	6077492.3
1942	SG	N/A	3	028	-35	0.50	24.70	452861.4	6077496.7
1942	SG	N/A	4	028	-35	0.90	24.40	452848.6	6077506.1
1942	SG	N/A	5	028	-35	2.30	22.90	452837.8	6077518.5
1942	SG	N/A	6	028	-35	3.70	24.70	452808.9	6077530.3
1942	SG	N/A	7	028	-35	4.00	26.50	452823.7	6077525.9
1942	SG	N/A	8	028	-35	4.00	29.00	452795.4	6077537.7
1942	SG	N/A	9	028	-35	1.50	29.90	452781.3	6077543.1
1942	SG	N/A	10	028	-35	1.50	24.40	452768.2	6077551.2
1942	SG	N/A	11	028	-35	3.70	25.90	452754.4	6077557.6
1942	SG	N/A	11A	028	-35	4.50	26.80	452754.2	6077557.3
1942	SG	N/A	12	028	-35	6.70	29.90	452741.2	6077564.7
1942	SG	N/A	13	028	-35	5.50	31.40	452727.1	6077569.4
1942	SG	N/A	14	028	-35	3.00	31.40	452708.6	6077569.7
1942	SG	N/A	15	028	-35	4.60	25.60	452697.5	6077580.5
1942	SG	N/A	16	028	-35	4.30	22.90	452682.7	6077585.5
1942	SG	N/A	17	028	-35	1.50	24.40	452667.8	6077589.2
1942	SG	N/A	18	028	-35	2.00	43.60	452899.1	6077473.4
1942	SG	N/A	19	028	-35	2.00	42.70	452914.9	6077470.1
1942	SG	N/A	20	028	-35	0.90	76.20	452736.5	6077491.9
1955	CD	Violet	101	260	-45	3.96	78.64	454360.6	6078767.1
1955	CD	Violet	102	260	-45	3.09	59.44	454362	6078583.1
1955	CD	Violet	103	260	-45	6.10	81.69	454361.3	6078645.4
1955	CD	Violet	104	260	-45	4.57	71.32	454360.6	6078704.9
1955	CD	Violet	105	260	-40	14.02	53.04	454360.6	6078767.1
1955	CD	Violet	106	260	-65	7.01	79.86	454359.9	6078767.1
1955	CD	Violet	107	260	-45	6.40	73.76	454363.3	6078675.8
1955	CD	Violet	108	080	-50	5.18	83.82	454276.1	6078567.6
1955	CD	Violet	109	030	-50	3.35	50.60	454284.9	6078448.5
1955	CD	Violet	110	090	-50	5.64	72.24	454269.3	6078393.1
1955	CD	Violet	111	270	-45	10.06	66.75	454322.1	6078392.4
1955	CD	Violet	112	260	-60	5.18	134.11	454388.3	6078528.3
1955	CD	Violet	113	260	-60	3.35	119.48	454428.2	6079065.4
1955	CD	Violet	114	260	-60	5.18	123.92	454395.8	6078772.5
1955	CD	Violet	115	090	-50	7.62	108.81	454287.6	6078819.2
1955	CD	Violet	116	270	-45	5.79	112.47	454391	6078880.7
1955	CD	Violet	117	090	-45	16.15	94.49	454309.2	6078942.3
1956	CD	Violet	118	090	-45	5.18	82.60	454324.8	6079004.5
1956	CD	Violet	119	270	-45	13.72	73.76	454428.2	6079065.4
1956	CD	Violet	120	090	-45	14.94	63.09	454363.3	6079125.6
1956	CD	Violet	121	270	-59	7.62	119.79	454444.5	6079004.5
1956	CD	Violet	122	270	-60	20.42	198.73	454493.2	6078973.4
1956	CD	Violet	123	270	-60	8.69	201.47	454449.9	6078759.0

258

 

1956	CD	Violet	124	270	-63	6.55	188.67	454430.9	6078545.3
1956	CD	Violet	125	270	-63	3.35	113.08	454369.4	6078423.5
1956	CD	Violet	201	270	-45	4.57	63.09	454205.7	6079156.7
1978/79	TAA	TB 1	1	090	-60	0.61	58.77	454080.9	6078479.8
1981	TB	TB 2	2	090	-47	0.61	60.96	454236.1	6078655.6
1997	SR	TB 2-3	CAR-97-1	330	-70	3.00	197.20	454259.5	6078493.9
1997	SR	TB 3	CAR-97-2	300	-70	12.00	258.00	454336.2	6078798.2
1997	SR	TB 2-.3	CAR-97-3	300	-70	12.00	447.10	454148.3	6078556.1
2017	MM/QU	TB	TBL-001	300	-45	2.74	150.88	454268.4	6078489.3
2017	MM/QU	TB	TBL-002	300	-45	7.62	151.00	454135.9	6078340.0
2017	MM/QU	TB	TBL-003	300	-45	6.10	224.03	454306.9	6078374.4
2017	MM/QU	TB	TBL-004	300	-45	13.41	106.07	454213.5	6078410.2
2017	MM/QU	TB	TBL-005	300	-45	2.44	205.74	454355	6078453.2
2017	MM/QU	TB	TBL- 006	300	-45	5.79	168.86	454241.8	6078277.7
2018	MM/QU	TB	TBL-007	300	-45	12.00	148.64	454596.3	6078775.8
2018	MM/QU	TB	TBL-008	300	-45	17.80	152.00	454652.7	6078851.0
2018	MM/QU	TB	TBL-009	300	-45	11.59	185.00	454724	6078922.0
2018	MM/QU	TB	TBL-010	300	-45	12.68	200.00	454801.3	6078991.7
2018	MM/QU	TB	TBL-011	300	-45	6.53	194.00	454303.3	6078945.5
2018	MM/QU	TB	TBL-012	300	-45	4.16	209.00	454421.2	6078966.4
2018	MM/QU	TB	TBL-013	300	-45	4.30	280.00	454480.5	6079047.3
2018	MM/QU	TB	TBL-014	300	-45	4.34	255.50	454545.2	6079074.0
2018	MM/QU	TB	TBL-015	300	-45	2.50	179.00	454558.6	6079122.3
2018	MM/QU	TB	TBL-016	300	-45	4.80	152.00	454378.7	6078554.4
2018	MM/QU	TB	TBL-017	300	-65	4.20	236.00	454401.7	6078542.1
2018	MM/QU	TB	TBL-018	300	-65	7.67	299.00	454444.7	6078516.6
2018	MM/QU	TB	TBL-019	300	-44	7.25	152.00	454439.9	6078632.5
2018	MM/QU	TB	TBL-020	297	-64	8.70	209.00	454468.9	6078615.3
2018	MM/QU	TB	TBL-021	297	-76	2.50	371.00	454354.9	6078452.9
2018	MM/QU	TB	TBL-022	301	-69	2.58	287.00	454307	6078374.3
2018	MM/QU	TB	TBL-023	299	-44	4.37	89.00	454491.7	6078717.8
2018	MM/QU	TB	TBL-024	301	-64	5.85	200.00	454511	6078704.8
2022	SLR	TB	TBL-025	300	-45	3.81	209.00	454532.6	6078796.6
2022	SLR	TB	TBL-026	300	-70	4.91	168.00	454533.1	6078796.2
2022	SLR	TB	TBL-027	300	-75	9.87	347.00	454596.3	6078775.8
2022	SLR	TB	TBL-028	300	-76	2.76	62.00	454659	6078714.4
2022	SLR	TB	TBL-029	300	-76	3.80	482.00	454658.9	6078714.3
2022	SLR	TB	TBL-030	300	-57	24.00	387.15	454597.7	6078640.6
2022	SLR	TB	TBL-031	300	-66	23.30	464.00	454597.9	6078640.5
2022	SLR	TB	TBL-032	300	-64	18.00	422.00	454540.3	6078563.7
2022	SLR	TB	TBL-033	300	-75	17.80	569.00	454540.3	6078563.7
2022	SLR	TB	TBL-034	300	-65	14.00	23.00	454498.5	6078465.4
2022	SLR	TB	TBL-035	300	-70	17.00	491.00	454498.5	6078465.4
2022	SLR	TB	TBL-036	300	-66	27.25	532.40	454486.5	6078363.8
2022	SLR	TB	TBL-037	300	-66	4.90	296.00	454357.2	6078319.2
2022	SLR	TB	TBL-038	300	-62	1.60	233.00	454354.9	6078452.9
2022	SLR	TB	TBL-039	300	-45	4.25	251.00	454241.8	6078278.1
2022	SLR	TB	TBL-040	300	-65	5.00	312.00	454241.5	6078278.5
2022	SLR	TB	TBL-041	300	-62	12.70	355.60	454317.7	6078219.2
2022	SLR	TB	TBL-042	300	-72	10.70	444.00	454317.7	6078219.2
2022	SLR	TB	TBL-043	300	-45	12.40	435.00	454232.1	6078154.5
2022	SLR	TB	TBL-044	300	-45	11.60	125.00	454625.5	6078865.7
2022	SLR	TB	TBL-045	300	-55	11.53	101.00	454625.5	6078865.7
2022	SLR	TB	TBL-046	300	-65	11.37	104.00	454625.5	6078865.7

259

 

2022	SLR	TB	TBL-047	300	-75	11.12	134.00	454625.5	6078865.7
2022	SLR	TB	TBL-048	300	-45	8.00	80.00	454664.8	6078948.8
2022	SLR	TB	TBL-049	300	-60	5.57	101.00	454664.8	6078948.8
2022	SLR	TB	TBL-050	300	-75	5.18	122.00	454664.1	6078949.4
2022	SLR	TB	TBL-051	300	-45	5.40	119.00	454698.3	6078984.1
2022	SLR	TB	TBL-052	300	-65	4.75	125.00	454698.3	6078984.1
2022	SLR	TB	TBL-053	300	-75	4.80	194.00	454698.3	6078984.1
2022	SLR	TB	TBL-054	300	-75	7.45	437.00	454349.5	6078347.5
2022	SLR	TB	BYP-001	9	-45	2.95	60.05	454442.7	6079040.3
2022	SLR	TB	BYP-002	13.5	-60.2	2.85	181.97	454442.4	6079039.8
2022	SLR	TB	BYP-003	6.3	-42.1	2.85	125.58	454423.7	6079009.3
2022	SLR	TB	BYP-004	8.2	-65.7	2.75	111.86	454423.6	6079009.0
2022	SLR	TB	BYP-005	8.2	-79.7	2.60	124.05	454423.6	6079008.7
2022	SLR	TB	BYP-006	352.1	-45	5.75	195.98	454397.7	6078979.0
2022	SLR	TB	BYP-007	350	-60	4.80	163.68	454397.7	6078978.7
2022	SLR	TB	BYP-008	283.5	-44.3	2.65	172.82	454462.1	6079048.6
2022	SLR	GR	CBP-001	220	-45	2.50	197.00	452920.2	6077381.6
2022	SLR	GR	CBP-002	40	-45	2.87	242.00	452923	6077385.0
2022	SLR	GR	CBP-003	220	-45	6.91	299.09	452871.5	6077579.3
2022	SLR	GR	CBP-004	220	-65	0.25	150.00	452871.5	6077579.3
2022	SLR	GR	CBP-005	220	-45	1.25	171.00	452723.3	6077653.5
2022	SLR	GR	CBP-006	220	-65	2.00	110.00	452723.3	6077653.5
2022	SLR	GR	CBP-007	210	-45	18.50	291.00	452611.5	6077750.7
2022	SLR	GR	CBP-008	220	-65	15.00	112.00	452611.4	6077750.2
2022	SLR	GR	GRP-001	40	-45	4.40	75.00	452804.6	6077320.9
2022	SLR	GR	GRP-002	40	-60	1.40	90.00	452804.1	6077319.9
2022	SLR	GR	GRP-003	40	-45	0.87	149.00	452765.8	6077376.5
2022	SLR	GR	GRP-004	40	-60	5.44	152.00	452765.4	6077376.0
2022	SLR	GR	GRP-005	40	-80	1.30	152.80	452765.3	6077375.7
2022	SLR	GR	GRP-006	200	-45	3.00	23.00	452779	6077393.1
2022	SLR	GR	GRP-007	200	-70	1.20	26.00	452778.7	6077393.8
2022	SLR	GR	GRP-008	40	-45	0.70	176.00	452807.9	6077267.7
2022	SLR	GR	GRP-009	40	-60	1.28	233.00	452807.2	6077267.0
2022	SLR	GR	GRP-010	40	-45	2.40	266.00	452827.4	6077232.4
2022	SLR	GR	GRP-011	40	-60	1.00	224.00	452827.5	6077232.6
2022	SLR	GR	GRP-012	40	-75	6.71	272.00	452827.5	6077232.6
2022	SLR	GR	GRP-013	40	-75	1.00	275.00	452807.2	6077267.0
2022	SLR	GR	GRP-014	40	-45	1.50	242.00	452767.2	6077268.2
2022	SLR	GR	GRP-015	40	-60	0.10	302.00	452766.8	6077267.8
2022	SLR	GR	GRP-016	40	-75	0.30	203.00	452766.7	6077267.5
2022	SLR	GR	GRP-017	40	-45	1.37	257.00	452749	6077299.7
2022	SLR	GR	GRP-018	45	-60	0.55	236.00	452748.4	6077299.2
2022	SLR	GR	GRP-019	40	-45	18.00	263.00	452925.3	6077227.7
2022	SLR	GR	GRP-020	40	-60	12.25	257.00	452925.7	6077228.1
2022	SLR	GR	GRP-021	40	-45	1.70	206.00	452875.8	6077220.4
2022	SLR	GR	GRP-022	40	-65	17.73	209.00	452876	6077220.7
2022	SLR	GR	GRP-023	40	-45	1.05	236.00	452948.4	6077139.5
2022	SLR	GR	GRP-024	40	-45	1.50	262.00	452717.2	6077450.8
2022	SLR	GR	GRP-025	40	-65	1.30	154.00	452717.2	6077450.8
2022	SLR	GR	GRP-026	220	-45	29.82	68.00	452725.3	6077454.4
2022	SLR	GR	GRP-027	220	-65	1.55	101.00	452725.9	6077455.0
2022	SLR	GR	SGP-001	40	-45	2.35	176.00	452703.2	6077518.9
2022	SLR	GR	SGP-002	40	-60	3.30	216.00	452703.1	6077518.7
2022	SLR	GR	SGP-003	40	-45	5.12	201.00	452634.8	6077506.3

260

 

2022	SLR	GR	SGP-004	40	-60	1.10	252.00	452634.5	6077506.0
2022	SLR	GR	SGP-005	40	-45	7.33	302.00	452583.8	6077541.6
2022	SLR	GR	SGP-006	40	-60	5.00	293.88	452583.6	6077541.3
2022	SLR	GR	SGP-007	40	-45	7.10	191.00	452563.4	6077624.2
2022	SLR	GR	SGP-008	40	-60	2.20	125.00	452563	6077623.7
2022	SLR	GR	SGP-008A	40	-60	Wedge	248.00	452563	6077623.7
2022	SLR	GR	SGP-009	220	-45	3.70	146.00	452705.7	6077518.7
2022	SLR	GR	SGP-010	40	-45	2.30	247.00	452542.1	6077557.5
2022	SLR	GR	SGP-011	220	-45	3.00	107.00	452565.5	6077627.5

Abbreviations:

CDCombined Developments 

GR Grass River 

MMManitoba Minerals 

QU Quantum Minerals (Nova) 

SGSherritt Gordon 

SLRSnow Lake Resources 

TAAThompson and Associates 

TBThompson Brothers 

Table A-3 Drilling Highlights

Hole ID	Sample ID	From	To	Length (m)	Li (%)	Li2O (%)
TBL- 001	TBL001-009 to TBL001-022	35.40	47.00	11.60	0.63	1.42
TBL- 002	TBL002-002	8.50	9.34	0.84	0.24	0.52
TBL-002	TBL002-002 to TBL002-018	19.00	24.43	5.43	0.71	1.54
TBL- 003	TBL003-015 to TBL003-042	160.42	181.50	21.08	0.81	1.74
TBL- 004	TBL004-003 to TBL004-028	33.48	54.63	21.15	0.72	1.55
TBL- 005	TBL005-003 to TBL005-011	139.59	146.10	6.51	0.59	1.28
TBL- 007	SRC146514-SRC146516	111.27	113.68	2.41	0.29	0.65
TBL- 008	SRC146543-SRC146547	87.70	91.50	3.80	0.51	1.10
TBL- 009	SRC146559-SRC146561	108.75	110.60	1.85	0.53	1.15
TBL- 009	SRC146564-SRC146566	112.68	115.17	2.49	0.39	0.84
TBL- 010	SRC146583-SRC146584	141.61	143.23	1.62	0.20	0.44
TBL- 014	SRC146697-SRC146701	73.35	76.68	3.33	0.27	0.59
TBL- 016	SRC146747-SRC146754	82.12	90.13	8.01	0.68	1.46
TBL-016	SRC1467759-SRC146762	99.60	102.43	2.83	0.55	1.18
TBL- 017	SRC146770-SRC146801	150.00	176.94	26.94	0.71	1.53
TBL- 018	SRC146827-SRC146843	255.00	269.80	14.80	0.73	1.58
TBL- 019	SRC146862-SRC146865	86.00	89.93	3.93	0.10	1.51
TBL- 019	SRC146872-SRC146876	97.00	100.54	3.54	0.64	1.39
TBL-020	SRC146887-SRC146900	186.00	198.00	12.00	0.62	1.34
TBL- 021	SRC146931-SRC146957	337.00	359.00	22.00	0.37	0.79
TBL- 022	SRC146976-SRC146985	249.00	258.00	9.00	0.58	1.24
TBL- 023	SRC104507-SRC104524	60.00	74.00	14.00	0.68	1.47
TBL- 024	SRC104544-SRC104569	154.00	177.00	23.00	0.72	1.55
TBL- 025	178106-178120	21.00	39.00	18.00	0.71	1.52
TBL- 026	178154-178155	63.64	65.00	1.36	0.39	0.85
TBL- 027	178175-178201	233.00	267.50	34.50	0.70	1.49
TBL- 029	178221-178230	443.50	454.00	10.50	0.50	1.08
TBL- 031	178266-178272	418.50	425.73	7.23	0.68	1.47
TBL- 032	178289-178299	341.00	352.34	11.34	0.70	1.51
TBL- 035	178378-178391	429.50	447.47	17.97	0.63	1.36

261

 

TBL- 038	178426-178445	193.50	218.42	24.92	0.71	1.52
TBL- 039	178454-178456	194.60	196.85	2.25	0.56	1.20
TBL- 040	178465	225.32	226.34	1.02	0.34	0.74
TBL-040	178469	243.86	244.67	0.81	0.47	1.00
TBL- 041	178478	319.60	322.50	2.90	0.47	1.02
TBL-044	178501-178504	54.57	57.94	3.37	0.73	1.56
TBL- 045	178511-178516	60.50	66.03	5.53	0.70	1.50
TBL- 046	178529-178533	74.00	78.08	4.08	0.49	1.05
TBL- 048	178548	43.28	44.52	1.24	0.41	0.89
TBL- 049	178559-178561	46.18	48.37	2.19	0.57	1.24
TBL- 050	178578-178588	63.13	73.92	10.79	0.58	1.26
TBL- 052	178606	65.00	66.50	1.50	0.33	0.70
BYP-001	178803-178810	12.00	19.00	7.00	0.57	1.46
BYP-002	178834-178836	27.50	30.50	3.00	0.55	1.19
BYP-004	178845-178848	35.50	40.00	4.50	0.40	0.87
CBP-001	54706	29.50	30.50	1.00	0.51	1.09
CBP-001	54714-54721	179.87	188.00	8.13	0.52	1.12
CBP-003	54734-54736	27.60	29.60	2.00	0.57	1.22
CBP-005	54743-54746	3.00	7.50	4.50	0.54	1.15
CBP-006	54764-54765	17.00	19.33	2.33	0.86	1.85
CBP-006	54779	32.40	33.08	0.68	0.66	1.42
CBP-006	54784-54785	38.00	41.00	3.00	0.80	1.72
CBP-007	54799-54813	30.90	46.86	15.96	0.91	1.96
CBP-007	54810	43.50	45.00	1.50	1.44	3.10
GRP-001	51503-51507	34.80	39.39	-4.11	0.39	0.84
GRP-001	51504	36.00	37.10	1.10	0.71	1.54
GRP-001	51511-51513	41.86	44.22	2.36	0.43	0.92
GRP-002	51520-51524	69.00	75.00	6.00	0.59	1.27
GRP-003	51532-51537	16.04	22.00	5.96	1.11	2.38
GRP-003	51546-51551553	77.05	83.37	6.32	0.83	1.79
GRP-004	51571-51576	18.92	24.50	5.58	0.41	0.88
GRP-004	51584	96.10	97.00	0.90	0.52	1.12
GRP-004	51596-51598	108.24	112.00	3.76	0.64	1.37
GRP-005	51617-51625	30.50	41.00	10.50	0.63	1.34
GRP-006	51634-51637	4.00	8.00	4.00	0.63	1.35
GRP-006	51644-51647	13.10	17.00	3.90	0.98	2.11
GRP-007	51654-51659	5.00	11.00	6.00	0.52	1.11
GRP-008	51755-51764	69.00	77.80	8.80	0.98	2.10
GRP-008	51758	71.00	72.50	1.50	1.57	3.40
GRP-009	51793-51798	206.92	213.00	6.08	0.63	1.36
GRP-010	51673-51676	98.00	102.50	4.50	0.58	1.24
GRP-010	51681	105.50	107.00	1.50	0.58	1.25
GRP-010	51686	173.22	174.50	1.28	0.52	1.12
GRP-011	51706-51707	110.00	113.00	3.00	0.52	1.11
GRP-011	51725-51730	210.52	216.00	5.48	0.44	0.94
GRP-012	51738-51743	131.00	137.00	6.00	1.09	2.35
GRP-012	51743	135.50	137.00	1.50	1.87	4.01
GRP-012	51748-51749	141.50	143.90	2.40	0.51	1.09
GRP-013	51810-51815	125.00	131.00	6.00	0.94	0.94
GRP-013	51811	126.50	128.00	1.50	1.50	3.23
GRP-014	51823-51829	104.00	109.20	5.20	0.85	1.82
GRP-014	51836	192.28	193.52	1.24	1.03	2.20
GRP-014	51839-51841	197.30	198.90	1.60	1.61	3.47
GRP-014	51841	198.22	198.87	0.65	2.73	5.88
GRP-015	51853	143.21	144.73	1.52	0.92	1.98

262

 

GRP-015	51858	147.02	147.96	0.94	0.50	1.08
GRP-017	51882-51886	96.97	100.62	3.65	0.60	1.29
GRP-017	51898-51900	176.65	178.35	1.70	0.77	1.67
GRP-017	51912	207.81	208.86	1.05	0.54	1.16
GRP-018	51918-51920	118.50	120.39	1.89	0.45	0.96
GRP-018	51929-51932	210.30	213.20	2.90	0.94	2.03
GRP-018	51929	210.30	210.90	0.60	1.68	3.62
GRP-021	51952	72.62	74.00	1.38	0.51	1.09
GRP-021	51959-51961	84.21	86.46	2.25	1.26	2.71
GRP-021	51959	84.20	85.70	1.50	1.48	3.17
GRP-022	51983-51985	102.50	105.50	3.00	0.78	1.68
GRP-024	52013	25.90	27.10	1.20	0.81	1.74
GRP-024	52049-52051	223.68	226.53	2.85	0.58	1.24
GRP-025	52062	31.46	32.42	0.96	0.49	1.05
GRP-026	52085	34.00	35.00	1.00	0.46	0.98
GRP-027	52094	40.54	41.00	0.46	0.67	1.45
GRP-027	52100-52105	47.00	54.50	7.50	0.57	1.23
SGP-001	54503-54505	19.13	21.28	2.15	0.70	1.50
SGP-002	54520-54521	22.60	24.87	2.27	0.74	1.59
SGP-002	54527-54529	191.28	194.00	2.72	0.86	1.86
SGP-003	54553	65.40	66.80	1.40	0.53	1.14
SGP-003	54560	180.00	181.50	1.50	0.35	0.76
SGP-003	54562	181.50	183.00	1.50	0.52	1.12
SGP-005	54596	18.40	19.04	0.64	1.17	2.51
SGP-005	54616-54618	174.50	177.30	2.80	1.30	2.78
SGP-007	54669-54671	110.00	113.00	3.00	0.52	1.12
SGP-008A	54697	143.87	144.92	1.05	0.51	1.09
SGP-008A	54698	144.92	146.00	1.08	0.51	1.09
SGP-008A	54700	146.00	147.22	1.22	0.52	1.12
SGP-008A	54826	147.22	148.80	1.58	0.68	1.47
SGP-010	54690	185.72	187.02	1.30	0.69	1.49

263

 

Table A-4: GPS UTM coordinates from site visit compared to GPS coordinates recorded during drill line up

	Original Collars		QP Verification Collars		%Difference
DH Collar	Easting	Northing	Easting	Northing
CBP-007	452611.5	6077751	452612	6077745	0.000095	0.000096
CBP-008	452611.4	6077750	452612	6077745	0.000139	0.000089
GRP-008	452807.9	6077268	452805.9	6077263	0.000449	0.000079
GRP-009	452807.2	6077267	452805.9	6077263	0.000300	0.000067
GRP-013	452807.2	6077267	452805.9	6077263	0.000300	0.000067
GRP-024	452717.2	6077451	452715.6	6077448	0.000358	0.000052
GRP-025	452717.2	6077451	452715.6	6077448	0.000358	0.000052
SGP-005	452583.8	6077542	452582.7	6077540	0.000244	0.000026
SGP-006	452583.6	6077541	452582.7	6077540	0.000200	0.000020
SGP-007	452563.4	6077624	452563.7	6077621	0.000073	0.000056
SGP-008	452563	6077624	452563.7	6077621	0.000165	0.000048
SGP-009	452705.7	6077519	452705.7	6077517	0.000008	0.000026
SGP-010	452542.1	6077557	452539	6077556	0.000682	0.000022
SGP-011	452565.5	6077627	452565.3	6077625	0.000050	0.000040
TBL-001	454268.4	6078489	454225	6078469	0.009560	0.000341
TBL-002	454135.9	6078340	454138.2	6078341	0.000519	0.000010
TBL-003	454306.9	6078374	454306.9	6078376	0.000009	0.000025
TBL-004	454213.5	6078410	454213.9	6078412	0.000089	0.000030
TBL-007	454596.3	6078776	454595.6	6078769	0.000145	0.000117
TBL-016	454354.9	6078453	454376.9	6078556	0.004832	0.001694
TBL-017	454401.7	6078542	454402	6078542	0.000071	0.000003
TBL-018	454444.7	6078517	454444.4	6078517	0.000052	0.000011
TBL-021	454354.9	6078453	454356.2	6078451	0.000273	0.000034
TBL-022	454307	6078374	454306.9	6078376	0.000020	0.000025
TBL-025	454532.6	6078797	454534.2	6078804	0.000361	0.000120
TBL-026	454533.1	6078796	454534.2	6078804	0.000244	0.000127
TBL-027	454596.3	6078776	454595.6	6078769	0.000145	0.000117
TBL-028	454659	6078714	454658.5	6078713	0.000112	0.000027
TBL-029	454658.9	6078714	454658.5	6078713	0.000092	0.000025
TBL-034	454498.5	6078465	454497.1	6078462	0.000302	0.000053
TBL-035	454498.5	6078465	454497.1	6078462	0.000302	0.000053
TBL-054	454349.5	6078347	454349.4	6078349	0.000026	0.000026

264

 

Table A-5: Samples taken during the QP’s site visit

Hole ID	From	To	Length	Sample #	Notes
TBL-038	191.96	193.50	1.54	44451
TBL-038	193.50	195.00	1.50	44452
TBL-038	195.00	196.50	1.50	44453
TBL-038	196.50	198.00	1.50	44454
TBL-038	S	S	0.00	44455	OREAS 149
TBL-038	198.00	199.50	1.50	44456
TBL-038	199.50	201.00	1.50	44457
TBL-038	201.00	202.50	1.50	44458
TBL-038	B	B	0.00	44459	BLANK
TBL-038	202.50	204.00	1.50	44460
TBL-038	204.00	205.50	1.50	44461
TBL-038	205.50	207.00	1.50	44462
TBL-038	207.00	208.50	1.50	44463
TBL-038	207.00	208.50	1.50	44464	DUPLICATE
TBL-038	208.50	210.00	1.50	44465
TBL-038	210.00	211.50	1.50	44466
TBL-038	211.50	213.00	1.50	44467
TBL-038	213.00	214.50	1.50	44468
TBL-038	214.50	216.00	1.50	44469
TBL-038	216.00	217.50	1.50	44470
TBL-038	217.50	218.42	0.92	44471
TBL-038	217.50	218.42	0.92	44472	DUPLICATE
TBL-038	218.42	219.80	1.38	44473
CBP-005	1.35	2.00	0.65	44474
CBP-005	2.00	3.00	1.00	44475
CBP-005	3.00	4.50	1.50	44476
CBP-005	4.50	6.00	1.50	44477
CBP-005	B	B	0.00	44478	BLANK
CBP-005	6.00	7.50	1.50	44479
CBP-005	7.50	9.00	1.50	44480
CBP-005	9.00	10.50	1.50	44481
CBP-005	10.50	12.00	1.50	44482
CBP-005	10.50	12.00	1.50	44483	DUPLICATE
CBP-005	12.00	13.50	1.50	44484
CBP-005	S	S	0.00	44485	OREAS 999
CBP-005	13.50	15.00	1.50	44486
CBP-005	15.00	16.11	1.11	44487
CBP-005	16.11	16.80	0.69	44488
CBP-005	S	S	0.00	44489	OREAS 999
CBP-005	16.80	18.00	1.20	44490
GRP-003	75.55	77.05	1.50	44491
GRP-003	77.05	78.50	1.45	44492
GRP-003	S	S	0.00	44493	OREAS 999
GRP-003	78.50	80.00	1.50	44494
GRP-003	78.50	80.00	1.50	44495	DUPLICATE
GRP-003	80.00	81.50	1.50	44496

265

 

GRP-003	81.50	82.63	1.13	44497
GRP-003	82.63	83.37	0.74	44498
GRP-003	83.37	84.87	1.50	44499
GRP-003	83.37	84.87	1.50	44500	DUPLICATE
GRP-003	107.00	107.89	0.89	44501
GRP-003	107.89	108.90	1.01	44502
GRP-003	108.90	109.50	0.60	44503
GRP-003	109.50	110.81	1.31	44504	INTERVAL OF WALL RK FOLLOWS
GRP-003	113.00	114.52	1.52	44505
GRP-003	114.52	116.00	1.48	44506
GRP-003	116.00	116.71	0.71	44507
GRP-003	116.00	116.71	0.71	44508	DUPLICATE
GRP-003	116.71	117.72	1.01	44509
GRP-003	117.72	119.00	1.28	44510
GRP-003	119.00	119.66	0.66	44511
GRP-003	119.66	120.24	0.58	44512
GRP-003	120.24	121.50	1.26	44513
GRP-003	S	S	0.00	44514	OREAS 999

266

XML

Document and Entity Information	12 Months Ended
	Jun. 30, 2023 shares
Registrant CIK	0001769697
Fiscal Year End	--06-30
Entity Address, Postal Zip Code	00000
Document Period Start Date	Jul. 01, 2022
Document Financial Statement Error Correction	false
Document Type	20-F/A
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Document Shell Company Report	false
Securities Act File Number	001-41085
Entity Registrant Name	Snow Lake Resources Ltd.
Entity Incorporation, State or Country Code	A2
Entity Address, Address Line One	360 Main St 30th Floor
Entity Address, City or Town	Winnipeg
Entity Address, Country	CA
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	LITM
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	18,185,810
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Business Contact
Entity Address, Address Line One	360 Main St 30th Floor
Entity Address, City or Town	Winnipeg
Entity Address, Country	CA
Contact Personnel Name	Frank Wheatley
Contact Personnel Email Address	info@snowlakelithium.com

XML

Consolidated Statements of Financial Position - CAD ($)	Jun. 30, 2023	Jun. 30, 2022
Current Assets
Cash	$ 3,840,880	$ 23,792,408
Sales tax receivable	181,197	294,164
Prepaids and deposits	883,872	932,150
Due from related party	10,287	10,287
Total Current Assets	4,916,236	25,029,009
Exploration and evaluation assets	21,442,032	12,077,584
Right-of-use assets	60,720	0
Total Assets	26,418,988	37,106,593
Current Liabilities
Accounts payable and accrued liabilities	1,024,134	1,182,449
Due to related parties	86,616	110,274
Loan payable	0	201,157
Lease liabilities - current portion	29,921	0
Derivative liabilities	1,922,246	286,997
Other liabilities	820,612	0
Total Current Liabilities	3,883,529	1,780,877
Lease liabilities	31,107	0
Total Liabilities	3,914,636	1,780,877
Shareholders' Equity
Share capital	40,570,773	39,733,633
Reserve for restricted share units	86,638	0
Reserve for share-based payments	6,477,565	6,067,323
Reserve for warrants	65,099	70,295
Accumulated deficit	(24,695,723)	(10,545,535)
Total Shareholders' Equity	22,504,352	35,325,716
Total Liabilities and Shareholders' Equity	$ 26,418,988	$ 37,106,593

XML

Consolidated Statements of Loss and Comprehensive Loss	12 Months Ended
	Jun. 30, 2023 $ / shares	Jun. 30, 2023 CAD ($) shares	Jun. 30, 2022 $ / shares	Jun. 30, 2022 CAD ($) shares	Jun. 30, 2021 $ / shares	Jun. 30, 2021 CAD ($) shares
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		2,630,249		8,035,506		0
Insurance expense		924,834		681,504		0
Consulting fees		858,517		220,890		34,399
General and administrative expenses		518,824		129,415		8,254
Travel expenses		248,746		112,074		0
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		0
Depreciation on right-of-use assets		2,640		0		0
Interest on loan and debentures		1,193		167,873		140,264
Amortization of transaction costs		0		56,512		13,284
Accretion expense		654		0		0
Total Expenses		(16,165,115)		(11,069,570)		(595,598)
Other Items
(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)		0		0
Grant income		109,750		109,745		0
Recovery of accounts payable		0		0		10,740
Foreign exchange gain (loss)		996,382		409,532		(254)
Total other income		702,170		1,623,116		43,162
Net Loss and Comprehensive Loss		$ (15,462,945)		$ (9,446,454)		$ (552,436)
Weighted Average Number of Outstanding Shares
Basic and diluted (Note 19) | shares		18,033,851		15,884,041		13,008,669
Net Loss per Share
Basic and diluted (Note 19) | $ / shares	$ (0.85)		$ (0.6)		$ (0.04)

XML

Consolidated Statements of Changes in Shareholders' Equity - CAD ($)	Issued capital	Reserve of share-based payments	Warrants Reserve	Retained earnings	Reserve of change in value of time value of options	Total
Number of shares outstanding at beginning of period at Jun. 30, 2020	13,008,006
Equity at beginning of period at Jun. 30, 2020	$ 5,745,369	$ 1,154,905	$ 26,439	$ (1,719,088)	$ 0	$ 5,207,625
Exercise of Warrants	2,170
Increase (decrease) through exercise of warrants, equity	$ 4,883					4,883
Increase (decrease) through conversion of convertible instruments, equity			90,769			90,769
Issue of convertible instruments			2,025			2,025
Net loss for the year				(552,436)		552,436
Net loss for the year				552,436		(552,436)
Number of shares outstanding at end of period at Jun. 30, 2021	13,010,176
Equity at end of period at Jun. 30, 2021	$ 5,750,252	1,154,905	119,233	(2,271,524)	0	4,752,866
Exercise of Warrants	243,419
Increase (decrease) through exercise of warrants, equity	$ 419,946		(54,833)			365,113
Net loss for the year				(9,446,454)		9,446,454
Net loss for the year				9,446,454		(9,446,454)
Number of shares outstanding at end of period at Jun. 30, 2022	17,924,758
Equity at end of period at Jun. 30, 2022	$ 39,733,633	6,067,323	70,295	(10,545,535)	0	35,325,716
Increase (decrease) in number of ordinary shares issued	3,680,000
Increase (decrease) through change in equity of subsidiaries, equity	$ 34,988,520					34,988,520
Share issue related cost	$ (4,233,129)					(4,233,129)
Issuance of Conversion of Debentures (in Shares)	751,163
Issuance of Conversion Of Debenture	$ 857,399		5,895			863,294
Issuance of Shares on Vesting of RSUs Shares	240,000
Issue of equity	$ 1,950,645				(1,950,645)	0
Increase (decrease) through share-based payment transactions, equity		6,084,861			1,950,645	8,035,506
Cancellation of Stock Options		(1,172,443)		1,172,443		0
Exercise of Warrants	21,052
Increase (decrease) through exercise of warrants, equity	$ 36,774		(5,196)			31,578
Net loss for the year				(15,462,945)		15,462,945
Net loss for the year				15,462,945		(15,462,945)
Number of shares outstanding at end of period at Jun. 30, 2023	18,185,810
Equity at end of period at Jun. 30, 2023	$ 40,570,773	6,477,565	$ 65,099	(24,695,723)	86,638	22,504,352
Issuance of Shares on Vesting of RSUs Shares	470,000
Issue of equity					(209,422)
Increase (decrease) through share-based payment transactions, equity		1,722,999			$ 86,638	1,809,637
Cancellation of Stock Options		$ (1,312,757)		$ 1,312,757		0
Issuance of shares on debt settlement, shares	240,000
Issuance of shares on debt settlement	$ 800,366					$ 800,366

XML

Consolidated Statements of Cash Flows - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Operating Activities
Net loss for the year	$ (15,462,945)	$ (9,446,454)	$ (552,436)
Adjustments for non-cash items
Depreciation on right-of-use assets	2,640	0	0
Interest expenses and accretion	1,841	148,406	140,264
Amortization of transaction costs	0	56,512	13,284
Issuance of warrants for investor relations services	409,495	0	0
Issuance of warrants for claims settlement	979,294	0	0
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	0	0
Stock-based compensation	2,630,249	8,035,506	0
Recovery of accounts payable	0	0	(10,740)
Foreign exchange gain	(812)	(14,000)	0
Total adjustments for non-cash items	(11,036,276)	(2,323,869)	(442,304)
Net change in non-cash working capital items
Sales tax receivable	112,967	(283,520)	(47)
Prepaids and deposits	66,645	(864,177)	(67,179)
Accounts payable and accrued liabilities	581,531	552,249	84,360
Due to related party	(23,658)	(179,655)	61,694
Cash Flows (used in) Operating Activities	(10,298,791)	(3,098,972)	(363,476)
Financing Activities
Proceeds from issuance of convertible debentures	0	0	805,000
Proceeds from issuance of shares on IPO	0	34,988,520	0
Share issuance costs	0	(2,995,448)	0
Proceeds received from loan	0	873,253	0
Repayment on loan	(201,532)	(679,617)	0
Proceeds from exercise of warrants	31,578	365,114	4,883
Payments made on lease deposit	(18,367)	0	0
Lease payments	(2,986)	0	0
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
Supplemental Information
Exploration and evaluation assets in accounts payable	$ 388,107	$ 485,089	$ 117,015

XML

1. Nature of Operations and Going Concern

12 Months Ended

Jun. 30, 2023

Notes

1. Nature of Operations and Going Concern

1.Nature of Operations and Going Concern 

Snow Lake Resources Ltd., d/b/a Snow Lake Lithium Ltd. (“Snow Lake” or the “Company”) was incorporated in the Province of Manitoba, Canada, under the Corporations Act (Manitoba) on May 25, 2018. The Company is a Canadian natural resource exploration company engaged in the exploration and development of mineral resources through its subsidiaries: Snow Lake Exploration Ltd. and Snow Lake (Crowduck) Ltd. The corporate and registered office of the Company is 360 Main St, 30th Floor, Winnipeg, Manitoba, R3C 4G1, Canada.

On November 22, 2021, the Company was listed for trading under the NASDAQ Composite under the ticker symbol “LITM”.

On November 23, 2021, the Company closed its initial public offering (“IPO”) through the issuance of 3,680,000 common shares, at a price of $9.51 (USD $7.50) per share for gross proceeds of $34,988,520 (USD $27,600,000).

Although the Company has taken steps to verify title to the mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, undetected defects, unregistered claims, native land claims, and non-compliance with regulatory and environmental requirements.

For the year ended June 30, 2023, the Company incurred a net loss of $15,462,945 (2022 –$9,446,454; 2021 –$552,436) and negative cash flow from operations of $10,298,791 (2022 –$3,098,972; 2021 –$363,476), and as at June 30, 2023, the Company had an accumulated deficit of $24,695,723 (June 30, 2022 –$10,545,535; June 30, 2021 – accumulated deficit of $2,271,524). The Company has not yet placed any of its mineral properties into production and, as a result, the Company has no source of operating cash flow. The Company’s ability to continue as a going concern is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations, or, in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations. These conditions, and the unpredictability of the mining business, represent material uncertainties which may cast significant doubt upon the Company’s ability to continue as a going concern.  

These consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, and do not reflect the adjustments to the carrying values of assets and liabilities and the reported revenues and expenses, and classifications of statements of financial position that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

XML

2. Restatement of Previously Reported Consolidated Financial Statements

12 Months Ended

Jun. 30, 2023

Notes

2. Restatement of Previously Reported Consolidated Financial Statements

2.Restatement of Previously Reported Consolidated Financial Statements 

Subsequent to the issuance of the previously reported consolidated financial statements for the year ended June 30, 2023 (filed on EDGAR on October 31, 2023), it was determined that the grant of certain restricted share units (“RSUs”) was incorrectly classified under equity as at June 30, 2023. The correct treatment of these RSUs should be a classification as liability on the consolidated statements of financial position, to be measured at fair value at the end of each reporting period (see Note 14 for details).

The incorrect classification caused an overstated balance for reserve for RSUs by $735,268, an understated balance for other liabilities by $820,612, and an understated stock-based compensation amount of $85,344, which caused the net loss and comprehensive loss for the year ended June 30, 2023 to be misstated As a result of the corrections, certain balances on the consolidated statement of financial position as at June 30, 2023, and the consolidated statement of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the year ended June 30, 2023 were also affected.

2.Restatement of Previously Reported Consolidated Financial Statements (continued) 

Line items on the amended and restated consolidated statement of financial position as at June 30, 2023, and the consolidated statement of loss and comprehensive loss, changes in shareholders’ equity and cash flows are as follows:

Consolidated Statement of Financial Position and Changes in Shareholders’ Equity

	Previously reported	Adjustments	Restated
	$	$	$
Liabilities
Other liabilities	-	820,612	820,612
Total Current Liabilities	3,062,917	820,612	3,883,529
Total Liabilities	3,094,024	820,612	3,914,636
Shareholders’ Equity
Reserve for restricted share units	821,906	(735,268)	86,638
Accumulated deficit	(24,610,379)	(85,344)	(24,695,723)
Total Shareholders’ Equity	23,324,964	(820,612)	22,504,352

Consolidated Statement of Loss and Comprehensive Loss

	Previously reported	Adjustments	Restated
	$	$	$
Expenses
Stock-based compensation	2,544,905	85,344	2,630,249
Total Expenses	(16,079,771)	(85,344)	(16,165,115)
Net Loss and Comprehensive Loss	(15,377,601)	(85,344)	(15,462,945)

Consolidated Statement of Cash Flows

	Previously reported	Adjustments	Restated
	$	$	$
Operating Activities
Net loss for the year	(15,377,601)	(85,344)	(15,462,945)
Stock-based compensation	2,544,905	85,344	2,630,249

XML

3. Basis of Presentation

12 Months Ended

Jun. 30, 2023

Notes

3. Basis of Presentation

3.Basis of Presentation 

(a)Statement of Compliance 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies set out below were consistently applied to all periods presented unless otherwise noted.

These consolidated financial statements were reviewed, approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on March 19, 2024.

3.Basis of Presentation (continued) 

(b)Basis of Measurement  

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value, as explained in the accounting policies as set out in Note 4. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

(c)Basis of Consolidation 

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are-deconsolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

(d)Functional Currency 

These consolidated financial statements are presented in Canadian dollars (“$” or “CAD”), which is the Company’s functional currency. The functional currency is the currency of the primary economic environment in which the Company operates.

(e)Significant Accounting Judgments and Estimates 

The preparation of these 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.

3.Basis of Presentation (continued) 

(e)Significant Accounting Judgments and Estimates (continued) 

Economic recoverability of future economic benefits of exploration and evaluation assets

Management has determined that exploration and evaluation (“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.

Technical feasibility and commercial viability

Management exercises judgment, in accordance with IFRS 6 – Exploration for and Evaluation of Mineral Resources (“IFRS 6”), 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.

Options, restricted share units and warrants

Options, 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.

3.Basis of Presentation (continued) 

(e)Significant Accounting Judgments and Estimates (continued) 

Expected credit losses on financial assets

Determining an allowance for expected credit losses (“ECL”) for amounts receivable and all debt financial assets not held at fair value through profit or loss (“FVTPL”) 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.

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.

XML

4. Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2023

Notes

4. Summary of Significant Accounting Policies

4.Summary of Significant Accounting Policies 

(a)Current and Non-Current Classification 

Assets and liabilities are presented in the consolidated statements of financial position based on current and non-current classification.

An asset is classified as current when it is either expected to be realized or intended to be sold or consumed in the normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when it is either expected to be settled in the normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

(b)Cash  

Cash in the consolidated statements of financial position comprises cash at a chartered bank in Canada and funds held in trust with the Company’s legal counsels which is available on demand.

(c)Exploration and Evaluation Assets 

Title to E&E assets including mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing historical characteristic of many properties. The Company has investigated title to all its mineral properties and, to the best of its knowledge, titles to all its mineral properties are in good standing.

4.Summary of Significant Accounting Policies (continued) 

(c)Exploration and Evaluation Assets (continued) 

The Company accounts for E&E assets in accordance with IFRS 6. Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation are recognized and capitalized, in addition to acquisition costs. These expenditures include but are not limited to acquiring licenses, researching and analyzing existing exploration data, conducting geological studies, exploration drilling and sampling and payments made to contractors and consultants in connection with the exploration and evaluation of the property. Costs not directly attributable to E&E activities, including general administrative overhead costs, are expensed in the period in which they occur.

Acquisition costs incurred in obtaining legal right to explore a mineral property are deferred until the legal right is granted and thereon reclassified to mineral properties. Transaction costs incurred in acquiring an asset are deferred until the transaction is completed and then included in the purchase price of the asset acquired.

When a project is deemed to no longer have commercially viable prospects to the Company, E&E expenditures in respect of that project are deemed to be impaired. As a result, those E&E expenditure costs, in excess of the estimated recoverable amount, are written off to the consolidated statements of loss and comprehensive loss.

The Company assesses E&E assets for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell (“FVLCS”) and value-in-use (“VIU”).

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered a mine under development. E&E assets are also tested for impairment before the assets are transferred to development properties.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

(d)Financial Instruments 

The Company classifies and measures financial instruments in accordance with IFRS 9 – Financial Instruments (“IFRS 9”). A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The Company recognizes financial assets and financial liabilities on the consolidated statements of financial position when it becomes a party to the financial instrument or derivative contract.

Classification

The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at FVTPL; (b) those to be measured subsequently at fair value through other comprehensive income (loss) (“FVTOCI”); and (c) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company’s financial assets include cash, other receivables excluding any sales tax amounts, and due from related party. The Company’s financial liabilities include its accounts payable, due to related parties, loan payable, lease liabilities, derivative liabilities and other liabilities.

4.Summary of Significant Accounting Policies (continued) 

(d)Financial Instruments (continued) 

Classification (continued)

Fair value through profit or loss

This category includes derivative instruments as well as quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVTOCI. This category would also include debt instruments whose cash flow characteristics do not meet the solely payment of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in the consolidated statements of loss and comprehensive loss.

Financial assets at fair value through other comprehensive income

Debt and equity instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVTOCI. Movements in fair values are recognized in other comprehensive income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit and loss.

When the financial asset is derecognized, the cumulative gain or loss recognized in OCI is reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial assets is recognized using the effective interest rate method and presented in “interest income”. As at June 30, 2023 and 2022, the Company did not have any financial assets at FVTOCI.

Amortized cost

Debt and equity instruments that are held for collection of contractual cash flows where those cash flows represent SPPI are measured at amortized cost. Interest income from these financial assets is included in interest income using the effective interest rate method.

The Company’s classification of financial assets and financial liabilities is summarized below:

Cash	FVTPL
Due to/from related parties	Amortized cost
Accounts payable	Amortized cost
Loan payable	Amortized cost
Lease liabilities	Amortized cost
Derivative liabilities	FVTPL
Other liabilities	FVTPL

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

4.Summary of Significant Accounting Policies (continued) 

(d)Financial Instruments (continued) 

Measurement (continued)

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets, including equity investments, are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or OCI (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in OCI.

Expected credit loss impairment model

Under IFRS 9, the Company recognizes a provision for ECL on financial assets that are measured on amortized cost. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts.

Derecognition

The Company derecognizes financial assets only when the contractual rights to cash flow from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire.  The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains or losses on derecognition are generally recognized in profit or loss.

Determination of fair value

The determination of fair value requires judgment and is based on market information, where available and appropriate. The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

(e)Impairment of Assets 

At each reporting date, the Company reviews the carrying amounts of its assets to determine whether there are any indicators of impairment. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. An asset’s recoverable amount is the higher of FVLCS and VIU. In assessing VIU, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

4.Summary of Significant Accounting Policies (continued) 

(e)Impairment of Assets (continued) 

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the consolidated statements of loss and comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal of impairment is recognized in the consolidated statements of loss and comprehensive loss.

(f)Impairment of Non-Financial Assets 

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset’s FVLCS and VIU. The VIU is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or CGU to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a CGU.

(g)Leased Assets 

The Company is party to a lease of a mining analyzer which is used for its E&E activities. The Company assesses service arrangements to determine if an asset is explicitly or implicitly specified in the agreement and if it has the right to control the use of the identified asset.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company then recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The ROU asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the ROU asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The Company elected to recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and lease of assets of low value, and not to recognize these short-term leases on the consolidated statements of financial position.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate, which was determined to be about 14%. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured, the amount of the remeasurement is recognized as a corresponding adjustment to the carrying amount of the ROU asset or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

4.Summary of Significant Accounting Policies (continued) 

(h)Provisions 

A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

(i)Income Taxes 

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or OCI.

Current income tax is recognized and measured at the amount expected to be recovered from, or payable to, the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recorded for temporary differences at the date of the consolidated statements of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of a deferred tax asset is reviewed at the end of the reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of the reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset if, and only if, they relate to income taxes levied by the same taxation authority and the Company has the legal rights and intent to offset.

Estimates

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

(j)Share Capital 

Common shares are classified as share capital. Costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.

4.Summary of Significant Accounting Policies (continued) 

(k)Share-Based Payments Transactions 

The Company operates a stock option plan (the “Option Plan”). Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or at the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The fair value of options is determined based on the application of the Black-Scholes valuation model (“Black-Scholes”). The fair value of equity-settled stock-based compensation transactions is recognized as an expense with a corresponding increase in the share-based payments reserve.

If share-settled awards are modified, as a minimum an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

Amounts recorded for cancelled or expired unexercised options are transferred to accumulated deficit in the period of which the cancellation or expiry occurs.

The Company also operates a RSUs Plan, where RSUs are granted to directors, employees and consultants from time to time. RSUs are measured at the fair value of the date of grant, based on the closing price of the Company’s common shares on the date of grant. The fair value of stock-based compensation on RSUs is recognized as an expense with a corresponding increase in the reserve for RSUs over the vesting period.

From time to time, the Company may also grant RSUs with a put right option, which provides the grantee with the right (the “Put Right Option”), but not the obligation to cause the Company to purchase all or a portion of the vested RSUs at a put purchase price (the “Put Purchase Price”). As the grantee has the choice of settlement through cash or in shares, these RSUs with the Put Right Option are considered to be a compound financial instrument that includes both a liability component and an equity component. At the measurement date, the Company accounts for the two components separately i.e. applying the requirements for cash-settled share-based payments to the liability component and applying the requirements for equity-settled share-based payments to the equity component, if that component has a recognized value. Applying the requirements for equity-settled share-based payments, the value of the equity component is not remeasured subsequently. Applying the requirements for cash-settled share-based payments, the liability is remeasured at each reporting date and on settlement date to its fair value.

If the grantee chooses cash settlement, then the cash payment settles the liability. Any equity component previously recognized in equity remains in equity. If the grantee employee chooses settlement in equity instruments, then the liability is transferred to equity as consideration for issuing the equity instruments.

(l)Warrants 

Share purchase warrants (each a “Warrant”) are classified as a component of equity. Warrants issued along with shares in an equity unit financing are measured using the residual approach, whereby the fair value of the Warrant is determined after deducting the fair value of the shares from the unit price less applicable financing costs. Warrants issued for broker/financing compensation, are recognized at the fair value using Black-Scholes at the date of issuance. Warrants are initially recorded as a part of the reserves in warrant in equity at the recognized fair value.

Upon exercise of the Warrants, the previously recognized fair value of the Warrants exercised is reallocated to share capital from warrants reserve. Proceeds generated from the payment of the exercise price are also allocated to share capital. Amounts recorded for expired unexercised warrants are transferred to accumulated deficit in the period of which the expiry occurs.

4.Summary of Significant Accounting Policies (continued) 

(m)Flow-Through Shares 

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expended at the end of the year is disclosed separately.

The issuance of flow-through common shares results in the tax deductibility of the qualifying resource expenditures funded from the proceeds of the sales of such common shares being transferred to the purchasers of the shares. On the issuance of such shares, the Company bifurcates the flow-through shares into a flow-through share premium, equal to the estimated fair value of the premium that investors pay for the flow-through tax feature, which is recognized as a liability, and equity values of share capital and/or warrants. As related exploration expenditures are incurred, the Company derecognizes the premium liability and recognizes the related recovery.

(n)Loss Per Share 

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted (loss) earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.

(o)Foreign Currency Translation  

Monetary assets and liabilities denominated in currencies other than CAD are translated into CAD at the rate of the consolidated financial statements of the Company are prepared in its functional currency, determined on the basis of the primary economic environment in which the entity operates. Given that operations are in Canada, the presentation and functional currency of the Company is the Canadian dollar.

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.

(p)Related Party Transactions 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

(q)Adoption of New Accounting Standards and Amendments 

The Company adopted the following amendments, effective July 1, 2022. The changes were made in accordance with the applicable transitional provisions. The Company had assessed that no material impact is expected upon the adoption of the following amendments on its consolidated financial statements:

4.Summary of Significant Accounting Policies (continued) 

(q)Adoption of New Accounting Standards and Amendments (continued) 

Amendments to IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”)

In May 2020, the IASB issued amendments to update IAS 37. The amendments specify that in assessing whether a contract is onerous under IAS 37, the cost of fulfilling a contract includes both the incremental costs and an allocation of costs that relate directly to contract activities. The amendments also include examples of costs that do, and do not, relate directly to a contract.

Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

In February 2021, the IASB issued Definition of Accounting Estimates, which amended IAS 8. The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The amendments to IAS 8 are effective for annual periods beginning on or after January 1, 2023. The Company early-adopted these amendments as permitted.

XML

5. Sales Tax Receivable

12 Months Ended

Jun. 30, 2023

Notes

5. Sales Tax Receivable

5.Sales Tax Receivable 

The Company’s sales tax receivable balance represents amounts due from government taxation authorities in respect of the Good and Services Tax/Harmonized Sales Tax. The Company anticipates full recovery of these amounts and therefore no ECL has been recorded against these receivables, which are due in less than one year.

XML

6. Prepaid Expenses

12 Months Ended

Jun. 30, 2023

Notes

6. Prepaid Expenses

6.Prepaid Expenses 

	June 30, 2023	June 30, 2022	June 30, 2021
	$	$	$
Prepaid insurance	283,307	483,278	4,796
Advances made to suppliers and deposits	600,565	448,872	63,177
	883,872	932,150	67,973

XML

7. Exploration and Evaluation Assets

12 Months Ended

Jun. 30, 2023

Notes

7. Exploration and Evaluation Assets

7.Exploration and Evaluation Assets 

The following summarizes the movement of the Company’s E&E assets for the years ended June 30, 2023, 2022 and 2021:

	$
Balance, June 30, 2020	5,396,879
Exploration and evaluation expenditures	333,345
Balance, June 30, 2021	5,730,224
Exploration and evaluation expenditures	6,347,360
Balance, June 30, 2022	12,077,584
Exploration and evaluation expenditures	9,364,448
Balance, June 30, 2023	21,442,032

XML

8. Right-of-Use Assets

12 Months Ended

Jun. 30, 2023

Notes

8. Right-of-Use Assets

8.Right-of-Use Assets 

Effective June 15, 2023, the Company entered into a lease agreement for mining equipment used in its E&E activities, for a term of two years. As at June 30, 2023, the Company’s ROU assets are as follows:

	$
Cost
Balance, June 30, 2022 and 2021	-
Additions for right-of-use assets	63,360
Balance, June 30, 2023	63,360
Accumulated Amortization
Balance, June 30, 2022 and 2021	-
Depreciation	2,640
Balance, June 30, 2023	2,640
Net Book Value
June 30, 2022 and 2021	-
June 30, 2023	60,720

XML

9. Accounts Payable and Accrued Liabilities Disclosure

12 Months Ended

Jun. 30, 2023

Notes

9. Accounts Payable and Accrued Liabilities Disclosure

9.Accounts Payable and Accrued Liabilities 

	June 30, 2023	June 30, 2022	June 30, 2021
	$	$	$
Trade payables	722,376	568,065	215,640
Accrued liabilities	301,758	614,384	46,485
	1,024,134	1,182,449	262,125

Accounts payable of the Company are principally comprised of amounts outstanding for trade purchases incurred in the normal course of business.

XML

10. Loan Payable

12 Months Ended

Jun. 30, 2023

Notes

10. Loan Payable

10.Loan Payable  

On November 29, 2021, the Company entered into a loan agreement for USD $692,970 (CAD $873,253) (the “Loan”). The Loan bears an interest rate of 4.7% and is payable in monthly instalments of USD $78,512. Interest related to the Loan totaled $16,226 and was included in interest on loan and debentures. The Loan matured and was paid off on August 18, 2022.

XML

11. Convertible Debentures

12 Months Ended

Jun. 30, 2023

Notes

11. Convertible Debentures

11.Convertible Debentures 

In February 2021, the Company issued convertible debts (the “Debentures”) for a total of $865,263 (the “Subscribed Amount”). The Debentures were sold at a discount of approximately 5% for proceeds of $805,000, net of a $15,000 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) $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 24 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.

11.Convertible Debentures (continued) 

The Company determined the fair value of the conversion feature component upon initial recognition was $442,589. The residual $362,411 value of the $805,000 net proceeds received was allocated on a pro-rata basis between the debt component ($271,642) and the warrants component ($90,769) based on their relative fair values. The debt component was discounted at a rate of 20% and 346,104 subscriber warrants were valued using Black-Scholes, based on the following assumptions: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest of 0.18% – 0.22%, market price of $1.50, and an exercise price of $1.50. During the year ended June 30, 2022, the Company recognized accretion expense of $91,895 (2021 – $101,565) relating to accreting the debt component of the Debentures up to their principal value, and interest of $34,990 (2021 – $38,699).

The Company incurred $24,507 in transaction costs pursuant to the issuance of the Debentures, including paying a $15,000 cash commission, issuing 15,000 finders’ warrants (each a “Finder’s Warrants”) exercisable at $1.50 for the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange and $27 in bank charges. These costs, along with the $45,263 discount, are being amortized over the term of the Debentures. The 15,000 Finders’ Warrants were valued using Black-Scholes, based on the following assumption: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest rate of 0.18% – 0.22%, market price of $1.50, and an exercise price of $1.50.

During the year ended June 30, 2022, the Company amortized $56,512 (2021 –$13,284) of transaction costs and discount in the consolidated statements of loss and comprehensive loss, including $2,025 recorded to warrants reserve for the value of the Finders’ Warrants allocated to the warrants component in 2021.

On November 23, 2021, all debt holders exercised their conversion rights at a price of $1.25 per common share. As a result of the conversion, 751,163 common shares were issued.

The following table reflects the continuity of the Debentures for the years ended June 30, 2022 and 2021:

	$
Balance, June 30, 2020	-
Principal value of convertible debentures	865,263
Discount on proceeds received	(45,263)
Cash commission	(15,000)
Allocation to conversion feature	(442,589)
Allocation to warrant	(90,769)
Value at initial recognition	271,642
Accretion expense	101,565
Interest expense	38,699
Amortization of transaction costs	11,233
Balance, June 30, 2021	423,139
Accretion expense	91,895
Interest expense	34,990
Amortization of transaction costs	50,617
Conversion of Debentures	(600,641)
Balance, June 30, 2022	-

XML

12. Lease Liabilities

12 Months Ended

Jun. 30, 2023

Notes

12. Lease Liabilities

12.Lease Liabilities 

The movements and carrying amounts of the Company’s ROU assets under lease as per disclosed in Note 8, are summarized as follows:

	$
Balance, June 30, 2022 and 2021	-
Additions of lease	63,360
Lease payments	(2,986)
Accretion on lease liabilities	654
Balance, June 30, 2023	61,028

	$
Current	29,921
Non-current	31,107
	61,028

XML

13. Derivative Liabilities

12 Months Ended

Jun. 30, 2023

Notes

13. Derivative Liabilities

13.Derivative Liabilities 

Conversion feature of Debentures

Upon issuance of the Debentures in February 2021, the Company allocated the conversion feature component valued at $442,589 as a derivative liability.

During the year ended June 30, 2021, a gain on change in fair value on the conversion feature of $32,676 was recorded on the consolidated statements of loss and comprehensive loss.

During the year ended June 30, 2022, a gain on change in fair value on the conversion feature of $153,155 was recorded on the consolidated statements of loss and comprehensive loss up to the conversion of the Debentures. As a result of the conversion, a fair value of $256,758 was allocated to share capital.

IPO Finders’ Warrants

In connection with the IPO which closed on November 23, 2021, the Company issued 184,000 Finders’ Warrants exercisable at USD $9.375 before November 19, 2026. The fair value of these Finders’ Warrants was estimated at $1,237,681 using Black-Scholes with the following assumptions: expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 1.58%, and an expected life of five years.

As at June 30, 2022, the derivative liability related to the Finders’ Warrants was measured at a fair value of $286,997 using Black-Scholes with the following assumptions: share price of USD $2.40, exercise price of USD $9.375, expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.10% and an estimated remaining life of 4.40 years. During the year ended June 30, 2022, the Company recorded a fair value decrease of $950,684 on the derivative liability related to the Finders’ Warrants.

As at June 30, 2023, the derivative liability related to the Finders’ Warrants was measured at a fair value of $379,025 using Black-Scholes with the following assumptions: share price of USD $2.27, exercise price of USD $9.375, expected volatility of 146% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.77% and an estimated remaining life of 3.40 years. During the year ended June 30, 2023, the Company recorded a fair value increase of $92,028 on the derivative liability related to the Finders’ Warrants.

13.Derivative Liabilities (continued) 

Incentive Warrants

On February 17, 2023, the Company issued 225,000 incentive warrants (each a “Incentive Warrant”) to a third-party pursuant to an engagement agreement between the parties, whereby each Incentive Warrant is exercisable for a period of two years at an exercise price of: (i) USD $3 for 75,000 Warrants; (ii) USD $4 for 75,000 Warrants; and (iii) USD $5 for 75,000 Warrants. On initial recognition, the fair value of these Incentive Warrants was estimated at $409,496 using Black-Scholes with the following assumptions: expected volatility of 148% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.15%, and an expected life of two years. The fair value of the Incentive Warrants was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.

As at June 30, 2023, the derivative liability related to the Incentive Warrants was measured at a fair value of $401,544 using Black-Scholes with the following assumptions: share price of USD $2.27, exercise price ranging from USD $3 to $5, expected volatility of 154% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.54% and an estimated remaining life of 1.64 years. During the year ended June 30, 2023, the Company recorded a fair value decrease of $7,952 on the derivative liability related to the Incentive Warrants.

Settlement Warrants

On March 31, 2023, the Company issued 500,000 settlement warrants (each a “Settlement Warrant”) to two additional third-parties pursuant to an agreement for release and settlement of claims advanced against the Company, whereby each Settlement Warrant is exercisable for a period of three years at an exercise price of USD $2.50. On initial recognition, the fair value of these Settlement Warrants was estimated at $979,294 using Black-Scholes with the following assumptions: expected volatility of 140% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.51%, and an expected life of three years. The fair value of the Settlement Warrants was recorded as professional fees on the consolidated statements of loss and comprehensive loss.

As at June 30, 2023, the derivative liability related to the Settlement Warrants was measured at a fair value of $1,141,677 using Black-Scholes with the following assumptions: share price of USD $2.27, exercise price of USD $2.50, expected volatility of 140% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.21% and an estimated remaining life of 2.75 years. During the year ended June 30, 2023, the Company recorded a fair value increase of $162,383 on the derivative liability related to the Settlement Warrants.

The changes to the derivative liabilities for the years ended June 30, 2023, 2022 and 2021 are as follows:

	$
Balance, June 30, 2020	-
Fair value of derivative liability on date of issuance	442,589
Fair value changes of derivative liability – conversion feature	(32,676)
Balance, June 30, 2021	409,913
Fair value changes of derivative liability – conversion feature	(153,155)
Fair value allocated on conversion of Debentures	(256,758)
Fair value of derivative liability – Finders’ Warrants	1,237,681
Fair value changes of derivative liability – Finders’ Warrants	(950,684)
Balance, June 30, 2022	286,997
Fair value of derivative liabilities on date of issuance	1,388,790
Fair value changes of derivative liability – Finders’ Warrants	92,028
Fair value changes of derivative liability – Incentive Warrants	(7,952)
Fair value changes of derivative liability – Settlement Warrants	162,383
Balance, June 30, 2023	1,922,246

XML

14. Other Liabilities

12 Months Ended

Jun. 30, 2023

Notes

14. Other Liabilities

14.Other Liabilities 

On January 30, 2023, the Company granted 470,000 RSUs to various directors, of which 400,000 RSUs contained the Put Right Option where the directors can elect to settle in cash or in equity. These RSUs vest at various stages pending conditions of certain milestones. These RSUs with the Put Right Option are classified as other liabilities on the consolidated statements of financial position.

As at June 30, 2023, these RSUs were measured at a fair value of $820,612 based on a put right exercise price (the “Put Right Exercise Price”) of USD $2.50. During the year ended June 30, 2023, the fair value of these RSUs was recorded as stock-based compensation on the consolidated statements of loss and comprehensive loss.

XML

15. Share Capital

12 Months Ended

Jun. 30, 2023

Notes

15. Share Capital

15.Share Capital 

Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

Common shares issued and outstanding as at June 30, 2023, 2022 and 2021 are as follows:

	Number of common shares	Amount
	#	$
Balance, June 30, 2020	13,008,006	5,745,369
Shares issued from exercise of warrants (a)	2,170	4,883
Balance, June 30, 2021	13,010,176	5,750,252
Shares issued on initial public offering (b)	3,680,000	34,988,520
Shares issue costs (b)	-	(4,233,129)
Shares issued on conversion of debentures (c)	751,163	857,399
Shares issued on vesting of restricted share units (d)	240,000	1,950,645
Shares issued from exercise of warrants (e)	243,419	419,946
Balance, June 30, 2022	17,924,758	39,733,633
Shares issued on debt settlement (f)	240,000	800,366
Shares issued from exercises of warrants (g)	21,052	36,774
Balance, June 30, 2023	18,185,810	40,570,773

Share capital transactions for the year ended June 30, 2021

(a)During the year ended June 30, 2021, 2,170 common shares were issued as a result of the exercise of Warrants for cash proceeds of $4,883. 

Share capital transactions for the year ended June 30, 2022

(b)On November 23, 2021, the Company completed the IPO through the issuance of 3,680,000 common shares, including 480,000 common shares issued under the underwriters’ over-allotment option, at a price of $9.51 (USD $7.50) per share for gross proceeds of $34,988,520 (USD $27,600,000). In connection with the IPO, the Company granted the underwriters 184,000 Finders’ Warrants with each Finders’ Warrant exercisable into one common share of the Company at the price of USD $9.375 until November 19, 2026 (see Notes 13 and 18). In addition, the Company paid total issuance costs of $2,995,448 comprised of (i) a cash commission of $2,624,139 to the underwriters, (ii) underwriters’ fees of $304,248, and (iii) other closing expenses of $67,061. 

15.Share Capital (continued) 

Share capital transactions for the year ended June 30, 2022 (continued)

(c)On November 23, 2021, the Company also issued 751,163 common shares for the conversion of all outstanding Debentures at a conversion price of $1.25 per common share. The total amount of $863,294 was transferred from derivative liabilities to share capital. 

(d)On January 9, 2022, the Company issued 240,000 common shares as a result of the vesting of RSUs. These common shares were valued at an amount of $1,950,645. See Note 16 for more details. 

(e)During the year ended June 30, 2022, 243,419 common shares were issued as a result of the exercise of Warrants for cash proceeds of $365,114. 

Share capital transactions for the year ended June 30, 2023

(f)On January 25, 2023, the Company issued 240,000 common shares with a fair value of $800,366 to settle a debt (the “Shares-for-Debt Settlement”) of USD $480,000 owed by a director to a third-party, in relation to services provided by the third-party related to the requisitioning of a shareholders’ meeting, which the Company had agreed to complete the settlement on behalf of the director. As a result of the Shares-for-Debt Settlement, the Company recorded a loss on settlement of $157,501 on the consolidated statements of loss and comprehensive loss. 

(g)During the year ended June 30, 2023, 21,052 common shares were also issued as a result of the exercise of Warrants for cash proceeds of $31,578. 

XML

16. Reserve for RSUs

12 Months Ended

Jun. 30, 2023

Notes

16. Reserve for RSUs

16.Reserve for RSUs 

On January 9, 2022, the Company granted 240,000 RSUs to a former officer, which vested immediately. The RSUs were settled and immediately converted into common shares. Stock-based compensation of $1,950,645 in connection with the vesting of these RSUs was recorded during the year ended June 30, 2022.

On January 30, 2023, the Company granted 470,000 RSUs to various directors. 70,000 of these RSUs vest on January 30, 2024. The grant date fair value attributable to these 70,000 RSUs was $209,422, of which $86,638 was recorded as stock-based compensation in connection with the vesting of these RSUs during the year ended June 30, 2023.

The other RSUs vest at various stages pending conditions of certain milestones and are classified under other liabilities (see Note 14 for details).

As at June 30, 2023, the Company had 470,000 RSUs outstanding (June 30, 2022 and 2021 – nil).

XML

17. Reserve for Share-Based Payments

12 Months Ended

Jun. 30, 2023

Notes

17. Reserve for Share-Based Payments

17.Reserve for Share-Based Payments 

The Company maintains the Option Plan whereby certain key officers, directors and consultants may be granted stock options for common shares of the Company. The maximum number of common shares that are issuable under the Option Plan is limited to 2,406,732 common shares. Under the Option Plan, the exercise price of each option may not be lower than the greater of the closing price of the Company’s shares on the trading day prior to the grant date or the grant date itself, whichever is higher. Vesting of options is determined at the discretion of the Board. As at June 30, 2023, the Company had 944,325 common shares available for issuance under the Option Plan.

17.Reserve for Share-Based Payments (continued) 

The following summarizes the stock option activity for the years ended June 30, 2023, 2022 and 2021:

	2023		2022		2021
	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price
	#	$	#	$	#	$
Outstanding, beginning of year	1,620,489	7.23	820,000	2.50	820,000	0.50
Granted	350,000	USD 2.50	1,269,386	USD 7.50	-	-
Cancelled	(360,000)	2.50	(300,000)	2.50	(160,000) (1)	2.50
Cancelled	(148,082)	USD 7.50	(168,897)	USD 7.50	-	-
Reinstated	-	-	-	-	160,000 (1)	2.50
Outstanding, end of year	1,462,407	7.53	1,620,489	7.23	820,000	2.50
Exercisable, end of year	1,462,407	7.53	1,070,246	6.08	820,000	2.50

(1)160,000 options were cancelled and reinstated as a result of the resignation and reincorporation of a director. 

Option activities for the year ended June 30, 2021

No options were granted during the year ended June 30, 2021.

Option activities for the year ended June 30, 2022

On November 18, 2021, the Company granted 1,269,386 options to various officers and directors at an exercise price of USD $7.50, expiring on November 18, 2026. The options vest in equal increments after three months, six months, nine months and 12 months until fully vested. The options were valued using Black-Scholes with the following assumptions: expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 1.47%, forfeiture rate of 20% and an expected life of five years. The grant date fair value attributable to these options was $7,167,552, of which $848,520 was recorded as stock-based compensation in connection with the vesting of these options during the year ended June 30, 2023 (2022 – $6,084,861).

On June 29, 2022, 168,897 of these options were cancelled. As a result of these cancellations, an amount of $1,172,443 was reallocated from share-based payments reserve to accumulated deficit.

Option activities for the year ended June 30, 2023

On January 30, 2023, the Company granted 350,000 options to various directors. The options are exercisable at a price of USD $2.50 per common share for a period of five years and vested immediately on grant. The options were valued using Black-Scholes with the following assumptions: expected volatility of 113% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.04%, forfeiture rate of 20% and an expected life of five years. The grant date fair value attributable to these options of $666,746 was recorded as stock-based compensation in connection with the vesting of these options during the year ended June 30, 2023.

On May 17, 2023, the Board extended the date of expiry of the remaining 160,000 options previously granted in May 25, 2019, from May 24, 2023 to May 24, 2029. The extension constituted a modification in accordance with the guidance of IFRS 2 – Share-Based Payments. As the modification increases the fair value of the options, measured immediately before and after the modification, the Company recorded the incremental fair value, the difference between the fair value of the modified options and that of the original grant. As a result, the Company recorded an additional stock-based compensation of $207,733, which is included in share-based payments reserve.

17.Reserve for Share-Based Payments (continued) 

Option activities for the year ended June 30, 2023 (continued)

During the year ended June 30, 2023, 148,082 options exercisable at USD $7.50 and 360,000 options exercisable at $2.50, were cancelled. As a result of these cancellations, an amount of $1,312,757 was reallocated from share-based payments reserve to accumulated deficit.

The following table summarizes information of stock options outstanding and exercisable as at June 30, 2023:

Date of expiry	Number of options outstanding	Number of options exercisable	Exercise price	Weighted average remaining contractual life
	#	#	$	Years
November 18, 2026	952,407	952,407	USD 7.50	3.39
January 30, 2028	350,000	350,000	USD 2.50	4.59
May 24, 2029	160,000	160,000	USD 2.50	5.90
	1,462,407	1,462,407	7.53	3.95

XML

18. Reserve for Warrants

12 Months Ended

Jun. 30, 2023

Notes

18. Reserve for Warrants

18.Reserve for Warrants 

The following summarizes the warrant activity for the years ended June 30, 2023, 2022 and 2021:

	2023		2022		2021
	Number of warrants	Weighted average exercise price	Number of warrants	Weighted average exercise price	Number of warrants	Weighted Average exercise price
	#	$	#	$	#	$
Outstanding, beginning of year	821,106	3.93	880,525	1.55	551,929	1.59
Issued from debentures financing	-	-	-	-	361,098	1.50
Issued as Finders’ Warrants from IPO	-	-	184,000	USD 9.375	-	-
Issued as Incentive Warrants	75,000	USD 3.00	-	-	-	-
Issued as Incentive Warrants	75,000	USD 4.00	-	-	-	-
Issued as Incentive Warrants	75,000	USD 5.00	-	-	-	-
Issued as Settlement Warrants	500,000	USD 2.50	-	-	-	-
Exercised	(21,052)	1.50	(243,419)	1.50	(2,170)	2.25
Expired	-	-	-	-	(30,332)	2.25
Outstanding, end of year	1,525,054	4.00	821,106	3.93	880,525	1.55

Warrant issuances for the year ended June 30, 2021

As part of the Debentures issuance in February 2021, the Company issued 346,108 Warrants to subscribers of the Debentures. Debenture holders were eligible to receive such number of Warrants equal to half of the number of common shares issuable upon conversion of the Debentures at the conversion price of $1.25. Each Warrant is exercisable into one common share at an exercise price of $1.50 per Warrant until the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange. These Warrants were valued at $90,769, recorded to the warrants reserve after allocating, on a pro-rata basis, the $362,411 residual value of the Debentures between the debt and warrants components after the initial allocation of $442,589 of the $805,000 net proceeds received to the conversion feature.

18.Reserve for Warrants (continued) 

Warrant issuances for the year ended June 30, 2021 (continued)

The Debenture Warrants were valued using Black-Scholes based on the following assumptions: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest rate of 0.18% - 0.22%, market price of $1.50, and an exercise price of $1.50. $2,025 of Debenture transaction costs was recorded to warrants reserve in amortizing the value of transaction costs allocated to the warrants component of the Debentures.

15,000 Debenture Finders’ Warrants exercisable on the same terms as the Debenture Warrants were also issued, and they were valued at $9,480 using Black-Scholes based on the following assumptions: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest rate of 0.18%, market price of $1.50, and an exercise price of $1.50.  The value of these warrants allocated to loan liability transaction costs is being amortized in the statement of loss and comprehensive loss in accreting up the carrying value of the Debenture loan liability to its principal balance and the value allocated to Debenture warrants transaction costs is being amortized to the warrants reserve over the term of the Debentures.

Warrant issuances for the year ended June 30, 2022

As part of the IPO which closed on November 23, 2021, the Company issued 184,000 Finders’ Warrants exercisable at USD $9.375 before November 19, 2026. As these Finders’ Warrants are denominated in USD, they are considered derivative liabilities hence classified as such (see Note 13 for details).

Warrant issuances for the year ended June 30, 2023

As part of an engagement agreement, the Company issued 225,000 Incentive Warrants exercisable at USD $3, $4 and $5, respectively, up to February 17, 2025, and as part of settlement 500,000 Settlement Warrants exercisable at USD $2.50 up to March 31, 2026. As the Incentive Warrants and Settlement Warrants are denominated in USD, they are considered derivative liabilities hence classified as such (see Note 13 for details).

The following table summarizes information of warrants outstanding as at June 30, 2023:  

Date of expiry	Number of warrants outstanding	Exercise price	Weighted average remaining contractual life
	#	$	Years
November 19, 2023	32,000	1.25	0.39
November 19, 2023	512,627	1.50	0.39
November 19, 2023	71,427	2.25	0.39
February 17, 2025	75,000	USD 3.00	1.64
February 17, 2025	75,000	USD 4.00	1.64
February 17, 2025	75,000	USD 5.00	1.64
March 31, 2026	500,000	USD 2.50	2.75
November 19, 2026	184,000	USD 9.375	3.40
	1,525,054	4.00	1.71

XML

19. Basic and Diluted Loss per Share

12 Months Ended

Jun. 30, 2023

Notes

19. Basic and Diluted Loss per Share

19.Basic and Diluted Loss per Share 

The calculations of basic and diluted loss per share for the year ended June 30, 2023 were based on the net loss of $15,462,945 (2022 – net loss of $9,446,454; 2021 – net loss of $552,436) and the weighted average number of basic and diluted common shares outstanding of 18,033,851 (2022 –15,884,041; 2021 –13,008,669).

The details of the computation of basic and diluted loss per share are as follows:

	2023	2022	2021
	$	$	$
Net Loss	(15,462,945)	(9,446,454)	(552,436)
	#	#	#
Basic weighted-average number of shares outstanding	18,033,851	15,884,041	13,008,669
Assumed conversion of dilutive stock options and warrants	-	-	-
Diluted weighted-average number of shares outstanding	18,033,851	15,884,041	13,008,669
	$	$	$
Basic and diluted loss per share	(0.85)	(0.60)	(0.04)

XML

20. Related Party Transactions

12 Months Ended

Jun. 30, 2023

Notes

20. Related Party Transactions

20.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
	$	$	$
Directors’ and officers’ consulting fees	951,347	687,585	200,858
Cash payment	334,738	-	-
Exploration and evaluation expenditures	415,325	220,765	48,000
Addendum payments	2,554,830	-	-
	4,256,240	908,350	248,858

Directors’ and officers’ consulting fees

During the year ended June 30, 2023, fees of $492,377 (2022 –$585,615; 2021 –$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 $415,325 (2022 –$220,765; 2021 –$48,000) for services rendered by the Company’s former VP of Resources Development, and the VP of Exploration, had been capitalized as E&E assets on the consolidated statements of financial position.

20.Related Party Transactions (continued) 

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 $1,672,988 (USD $1,224,040) and $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 25 for more details).

Share-based compensation

During the year ended June 30, 2023, the Company had granted certain RSUs and options to various directors and officers. Total stock-based compensation of $2,422,516 (2022 –$8,035,506; 2021 –nil) was recorded in connection with the vesting of these securities.

Other related party transactions

On January 25, 2023, the Company issued 240,000 common shares from the Shares-for-Debt Settlement as disclosed in Note 15(f). As a result of the Shares-for-Debt Settlement, the Company recorded a loss on settlement of $157,502 on the consolidated statements of loss and comprehensive loss.

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
	$	$	$
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	279,642

XML

21. Income Taxes

12 Months Ended

Jun. 30, 2023

Notes

21. Income Taxes

21.Income Taxes 

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2022 – 27%) to the effective tax rate is as follows:

	2023	2022	2021
	$	$	$
Net loss before income tax	(15,462,945)	(9,446,454)	(552,436)
Combined federal and provincial statutory income tax rates	27%	27%	27%
Expected income tax recovery at statutory rates	4,174,995	2,550,543	149,158
Non-deductible differences	(225,472)	(1,102,753)	(7,310)
Change in unrecognized deductible temporary differences	(3,949,523)	(1,447,790)	(141,848)
Total income tax recovery	-	-	-

21.Income Taxes (continued) 

Unrecognized deductible temporary differences

The income tax benefit of the following deductible temporary differences has not been recorded in these financial statements because of the uncertainly of their recovery:

	2023	2022	2021
	$	$	$
Non-capital losses carried forward	5,226,507	1,110,151	300,805
Exploration and evaluation assets	(100,081)	(100,058)	(109,447)
Other items	493,493	660,396	15,278
	5,619,919	1,670,489	206,636

Non-capital losses carried forward

The Company has non-capital tax losses available to reduce taxes in future years of approximately $19,357,000 (2022 –$4,112,000; 2021 –$1,114,000).  These losses have expiry dates between 2038 and 2042.

Tax attributes are subject to review, and potential adjustment, by tax authorities.

XML

22. Capital Management

12 Months Ended

Jun. 30, 2023

Notes

22. Capital Management

22.Capital Management 

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The management of the capital structure is based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities, issue debt instruments or return capital to its shareholders. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

XML

23. Financial Risks

12 Months Ended

Jun. 30, 2023

Notes

23. Financial Risks

23.Financial Risks 

The Company is exposed to various risks as it relates to financial instruments. Management, in conjunction with the Board, mitigates these risks by assessing, monitoring and approving the Company’s risk management process. There have not been any changes in the nature of these risks or the process of managing these risks from the previous reporting periods.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, other receivable (excluding sales tax receivable), and due from related party, which expose the Company to credit risk should the borrower default on maturity of the instruments. Cash is held with reputable chartered bank in Canada, which is closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments included in cash, other receivables, and due from related party is minimal.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. The Company generates cash flow primarily from its financing and investing activities.

23.Financial Risks (continued) 

Liquidity risk (continued)

As at June 30, 2023, the Company had a cash balance of $3,840,880 (June 30, 2022 –$23,792,408; June 30, 2021 –$318,844), to settle current liabilities of $3,883,529 (June 30, 2022 –$1,780,877; June 30, 2021 –$1,374,819).

As at June 30, 2023, the Company had the following contractual obligations:

	Less than 1 year	1 to 3 years	3 to 5 years	Total
	$	$	$	$
Accounts payable and accrued liabilities	1,024,134	-	-	1,024,134
Due to related parties	86,616	-	-	86,616
Lease liabilities	29,921	31,107	-	61,028
Derivative liabilities	1,922,246	-	-	1,922,246
Other liabilities	820,612	-	-	820,612
Total	3,883,529	31,107	-	3,914,636

The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecasts and actual cash flows for a rolling period of 12 months to identify financial requirements. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long-term financing of its operations. Management believes there is sufficient capital to meet short-term business obligations, after taking into account cash flow requirements from operations and the Company’s cash position as at June 30, 2023.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s loans payable and convertible debentures have fixed interest rates. As at June 30, 2023, the Company had no hedging agreements in place with respect to floating interest rates. Management believes that the interest rate risk concentration with respect to financial instruments is minimal.

Foreign exchange risk

Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to its foreign activities. The Company has from time to time, financial instruments and transactions denominated in foreign currencies, notably in USD. The Company’s primary exposure to foreign exchange risk is that transactions denominated in foreign currency may expose the Company to the risk of exchange rate fluctuations. Based on its current operations, management believes that the foreign exchange risk remains minimal.

Fair value

Fair value estimates of financial instruments are made at a specific point in time based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

As at June 30, 2023, the Company’s financial instruments consisted of cash, other receivables (excluding sales tax recoverable), due from related party, accounts payable, due to related parties, lease liabilities, derivative liabilities and other liabilities. The fair value of other receivables (excluding sales tax recoverable), due from related party, accounts payable and due to related parties are approximately equal to their carrying value due to their short-term nature. The fair values of the lease liabilities approximate their carrying amounts as they were measured taking into consideration comparable instruments with similar risks in determining the rates at which to discount their amount in applying their respective measurement models.

23.Financial Risks (continued) 

Fair value (continued)

The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

·Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.  

·Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and  

·Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).  

	Level 1	Level 2	Level 3	Total
	$	$	$	$
Cash	3,480,880	-	-	3,480,880
Derivative liabilities	-	(1,922,246)	-	(1,922,246)
Other liabilities	-	(820,612)	-	(820,612)

As at June 30, 2023, the Company’s financial instruments carried at fair value consisted of its cash, which is classified as Level 1, and its derivative liabilities and other liabilities, which have been classified as Level 2, respectively. There were no transfers between Levels 2 and 3 for recurring fair value measurements during the years ended June 30, 2023, 2022 and 2021.

XML

24. Grant Income

12 Months Ended

Jun. 30, 2023

Notes

24. Grant Income

24.Grant Income 

During the year ended June 30, 2023, the Company received a grant for $109,750 (2022 –$109,745; 2021 –$nil) from the Manitoba Minerals Development Fund, for the purposes of supporting strategic projects that contribute to sustainable economic growth in the Province of Manitoba.

XML

25. Contingencies

12 Months Ended

Jun. 30, 2023

Notes

25. Contingencies

25.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.

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.

XML

26. Subsequent Events

12 Months Ended

Jun. 30, 2023

Notes

26. Subsequent Events

26.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 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”). 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.

XML

4. Summary of Significant Accounting Policies: (a) Current and Non-Current Classification (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(a) Current and Non-Current Classification

(a)Current and Non-Current Classification 

Assets and liabilities are presented in the consolidated statements of financial position based on current and non-current classification.

An asset is classified as current when it is either expected to be realized or intended to be sold or consumed in the normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when it is either expected to be settled in the normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

XML

4. Summary of Significant Accounting Policies: (b) Cash (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(b) Cash

(b)Cash  

Cash in the consolidated statements of financial position comprises cash at a chartered bank in Canada and funds held in trust with the Company’s legal counsels which is available on demand.

XML

4. Summary of Significant Accounting Policies: (c) Exploration and Evaluation Assets (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(c) Exploration and Evaluation Assets

(c)Exploration and Evaluation Assets 

Title to E&E assets including mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing historical characteristic of many properties. The Company has investigated title to all its mineral properties and, to the best of its knowledge, titles to all its mineral properties are in good standing.

4.Summary of Significant Accounting Policies (continued) 

(c)Exploration and Evaluation Assets (continued) 

The Company accounts for E&E assets in accordance with IFRS 6. Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation are recognized and capitalized, in addition to acquisition costs. These expenditures include but are not limited to acquiring licenses, researching and analyzing existing exploration data, conducting geological studies, exploration drilling and sampling and payments made to contractors and consultants in connection with the exploration and evaluation of the property. Costs not directly attributable to E&E activities, including general administrative overhead costs, are expensed in the period in which they occur.

Acquisition costs incurred in obtaining legal right to explore a mineral property are deferred until the legal right is granted and thereon reclassified to mineral properties. Transaction costs incurred in acquiring an asset are deferred until the transaction is completed and then included in the purchase price of the asset acquired.

When a project is deemed to no longer have commercially viable prospects to the Company, E&E expenditures in respect of that project are deemed to be impaired. As a result, those E&E expenditure costs, in excess of the estimated recoverable amount, are written off to the consolidated statements of loss and comprehensive loss.

The Company assesses E&E assets for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell (“FVLCS”) and value-in-use (“VIU”).

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered a mine under development. E&E assets are also tested for impairment before the assets are transferred to development properties.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

XML

4. Summary of Significant Accounting Policies: (d) Financial Instruments (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(d) Financial Instruments

(d)Financial Instruments 

The Company classifies and measures financial instruments in accordance with IFRS 9 – Financial Instruments (“IFRS 9”). A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The Company recognizes financial assets and financial liabilities on the consolidated statements of financial position when it becomes a party to the financial instrument or derivative contract.

Classification

The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at FVTPL; (b) those to be measured subsequently at fair value through other comprehensive income (loss) (“FVTOCI”); and (c) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company’s financial assets include cash, other receivables excluding any sales tax amounts, and due from related party. The Company’s financial liabilities include its accounts payable, due to related parties, loan payable, lease liabilities, derivative liabilities and other liabilities.

4.Summary of Significant Accounting Policies (continued) 

(d)Financial Instruments (continued) 

Classification (continued)

Fair value through profit or loss

This category includes derivative instruments as well as quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVTOCI. This category would also include debt instruments whose cash flow characteristics do not meet the solely payment of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in the consolidated statements of loss and comprehensive loss.

Financial assets at fair value through other comprehensive income

Debt and equity instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVTOCI. Movements in fair values are recognized in other comprehensive income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit and loss.

When the financial asset is derecognized, the cumulative gain or loss recognized in OCI is reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial assets is recognized using the effective interest rate method and presented in “interest income”. As at June 30, 2023 and 2022, the Company did not have any financial assets at FVTOCI.

Amortized cost

Debt and equity instruments that are held for collection of contractual cash flows where those cash flows represent SPPI are measured at amortized cost. Interest income from these financial assets is included in interest income using the effective interest rate method.

The Company’s classification of financial assets and financial liabilities is summarized below:

Cash	FVTPL
Due to/from related parties	Amortized cost
Accounts payable	Amortized cost
Loan payable	Amortized cost
Lease liabilities	Amortized cost
Derivative liabilities	FVTPL
Other liabilities	FVTPL

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

4.Summary of Significant Accounting Policies (continued) 

(d)Financial Instruments (continued) 

Measurement (continued)

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets, including equity investments, are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or OCI (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in OCI.

Expected credit loss impairment model

Under IFRS 9, the Company recognizes a provision for ECL on financial assets that are measured on amortized cost. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts.

Derecognition

The Company derecognizes financial assets only when the contractual rights to cash flow from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire.  The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains or losses on derecognition are generally recognized in profit or loss.

Determination of fair value

The determination of fair value requires judgment and is based on market information, where available and appropriate. The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.

XML

4. Summary of Significant Accounting Policies: (e) Impairment of Assets (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(e) Impairment of Assets

(e)Impairment of Assets 

At each reporting date, the Company reviews the carrying amounts of its assets to determine whether there are any indicators of impairment. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. An asset’s recoverable amount is the higher of FVLCS and VIU. In assessing VIU, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

4.Summary of Significant Accounting Policies (continued) 

(e)Impairment of Assets (continued) 

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the consolidated statements of loss and comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal of impairment is recognized in the consolidated statements of loss and comprehensive loss.

XML

4. Summary of Significant Accounting Policies: (f) Impairment of Non-Financial Assets (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(f) Impairment of Non-Financial Assets

(f)Impairment of Non-Financial Assets 

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset’s FVLCS and VIU. The VIU is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or CGU to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a CGU.

XML

4. Summary of Significant Accounting Policies: (g) Leased Assets (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(g) Leased Assets

(g)Leased Assets 

The Company is party to a lease of a mining analyzer which is used for its E&E activities. The Company assesses service arrangements to determine if an asset is explicitly or implicitly specified in the agreement and if it has the right to control the use of the identified asset.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company then recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The ROU asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the ROU asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The Company elected to recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and lease of assets of low value, and not to recognize these short-term leases on the consolidated statements of financial position.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate, which was determined to be about 14%. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured, the amount of the remeasurement is recognized as a corresponding adjustment to the carrying amount of the ROU asset or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

XML

4. Summary of Significant Accounting Policies: (h) Provisions (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(h) Provisions

(h)Provisions 

A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

XML

4. Summary of Significant Accounting Policies: (i) Income Taxes (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(i) Income Taxes

(i)Income Taxes 

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or OCI.

Current income tax is recognized and measured at the amount expected to be recovered from, or payable to, the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recorded for temporary differences at the date of the consolidated statements of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of a deferred tax asset is reviewed at the end of the reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of the reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset if, and only if, they relate to income taxes levied by the same taxation authority and the Company has the legal rights and intent to offset.

Estimates

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

XML

4. Summary of Significant Accounting Policies: (j) Share Capital (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(j) Share Capital

(j)Share Capital 

Common shares are classified as share capital. Costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.

XML

4. Summary of Significant Accounting Policies: (k) Share-Based Payments Transactions (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(k) Share-Based Payments Transactions

(k)Share-Based Payments Transactions 

The Company operates a stock option plan (the “Option Plan”). Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or at the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The fair value of options is determined based on the application of the Black-Scholes valuation model (“Black-Scholes”). The fair value of equity-settled stock-based compensation transactions is recognized as an expense with a corresponding increase in the share-based payments reserve.

If share-settled awards are modified, as a minimum an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

Amounts recorded for cancelled or expired unexercised options are transferred to accumulated deficit in the period of which the cancellation or expiry occurs.

The Company also operates a RSUs Plan, where RSUs are granted to directors, employees and consultants from time to time. RSUs are measured at the fair value of the date of grant, based on the closing price of the Company’s common shares on the date of grant. The fair value of stock-based compensation on RSUs is recognized as an expense with a corresponding increase in the reserve for RSUs over the vesting period.

From time to time, the Company may also grant RSUs with a put right option, which provides the grantee with the right (the “Put Right Option”), but not the obligation to cause the Company to purchase all or a portion of the vested RSUs at a put purchase price (the “Put Purchase Price”). As the grantee has the choice of settlement through cash or in shares, these RSUs with the Put Right Option are considered to be a compound financial instrument that includes both a liability component and an equity component. At the measurement date, the Company accounts for the two components separately i.e. applying the requirements for cash-settled share-based payments to the liability component and applying the requirements for equity-settled share-based payments to the equity component, if that component has a recognized value. Applying the requirements for equity-settled share-based payments, the value of the equity component is not remeasured subsequently. Applying the requirements for cash-settled share-based payments, the liability is remeasured at each reporting date and on settlement date to its fair value.

If the grantee chooses cash settlement, then the cash payment settles the liability. Any equity component previously recognized in equity remains in equity. If the grantee employee chooses settlement in equity instruments, then the liability is transferred to equity as consideration for issuing the equity instruments.

XML

4. Summary of Significant Accounting Policies: (l) Warrants (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(l) Warrants

(l)Warrants 

Share purchase warrants (each a “Warrant”) are classified as a component of equity. Warrants issued along with shares in an equity unit financing are measured using the residual approach, whereby the fair value of the Warrant is determined after deducting the fair value of the shares from the unit price less applicable financing costs. Warrants issued for broker/financing compensation, are recognized at the fair value using Black-Scholes at the date of issuance. Warrants are initially recorded as a part of the reserves in warrant in equity at the recognized fair value.

Upon exercise of the Warrants, the previously recognized fair value of the Warrants exercised is reallocated to share capital from warrants reserve. Proceeds generated from the payment of the exercise price are also allocated to share capital. Amounts recorded for expired unexercised warrants are transferred to accumulated deficit in the period of which the expiry occurs.

XML

4. Summary of Significant Accounting Policies: (m) Flow-Through Shares (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(m) Flow-Through Shares

(m)Flow-Through Shares 

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expended at the end of the year is disclosed separately.

The issuance of flow-through common shares results in the tax deductibility of the qualifying resource expenditures funded from the proceeds of the sales of such common shares being transferred to the purchasers of the shares. On the issuance of such shares, the Company bifurcates the flow-through shares into a flow-through share premium, equal to the estimated fair value of the premium that investors pay for the flow-through tax feature, which is recognized as a liability, and equity values of share capital and/or warrants. As related exploration expenditures are incurred, the Company derecognizes the premium liability and recognizes the related recovery.

XML

4. Summary of Significant Accounting Policies: (n) Loss Per Share (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(n) Loss Per Share

(n)Loss Per Share 

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted (loss) earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.

XML

4. Summary of Significant Accounting Policies: (o) Foreign Currency Translation (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(o) Foreign Currency Translation

(o)Foreign Currency Translation  

Monetary assets and liabilities denominated in currencies other than CAD are translated into CAD at the rate of the consolidated financial statements of the Company are prepared in its functional currency, determined on the basis of the primary economic environment in which the entity operates. Given that operations are in Canada, the presentation and functional currency of the Company is the Canadian dollar.

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.

XML

4. Summary of Significant Accounting Policies: (p) Related Party Transactions (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(p) Related Party Transactions

(p)Related Party Transactions 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

XML

4. Summary of Significant Accounting Policies: (q) Adoption of New Accounting Standards and Amendments (Policies)

12 Months Ended

Jun. 30, 2023

Policies

(q) Adoption of New Accounting Standards and Amendments

(q)Adoption of New Accounting Standards and Amendments 

The Company adopted the following amendments, effective July 1, 2022. The changes were made in accordance with the applicable transitional provisions. The Company had assessed that no material impact is expected upon the adoption of the following amendments on its consolidated financial statements:

4.Summary of Significant Accounting Policies (continued) 

(q)Adoption of New Accounting Standards and Amendments (continued) 

Amendments to IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”)

In May 2020, the IASB issued amendments to update IAS 37. The amendments specify that in assessing whether a contract is onerous under IAS 37, the cost of fulfilling a contract includes both the incremental costs and an allocation of costs that relate directly to contract activities. The amendments also include examples of costs that do, and do not, relate directly to a contract.

Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

In February 2021, the IASB issued Definition of Accounting Estimates, which amended IAS 8. The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The amendments to IAS 8 are effective for annual periods beginning on or after January 1, 2023. The Company early-adopted these amendments as permitted.

XML

2. Restatement of Previously Reported Consolidated Financial Statements: Schedule of Consolidated Statement of Financial Position and Changes in Shareholders' Equity (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Consolidated Statement of Financial Position and Changes in Shareholders' Equity

Consolidated Statement of Financial Position and Changes in Shareholders’ Equity

	Previously reported	Adjustments	Restated
	$	$	$
Liabilities
Other liabilities	-	820,612	820,612
Total Current Liabilities	3,062,917	820,612	3,883,529
Total Liabilities	3,094,024	820,612	3,914,636
Shareholders’ Equity
Reserve for restricted share units	821,906	(735,268)	86,638
Accumulated deficit	(24,610,379)	(85,344)	(24,695,723)
Total Shareholders’ Equity	23,324,964	(820,612)	22,504,352

Consolidated Statement of Loss and Comprehensive Loss

	Previously reported	Adjustments	Restated
	$	$	$
Expenses
Stock-based compensation	2,544,905	85,344	2,630,249
Total Expenses	(16,079,771)	(85,344)	(16,165,115)
Net Loss and Comprehensive Loss	(15,377,601)	(85,344)	(15,462,945)

Consolidated Statement of Cash Flows

	Previously reported	Adjustments	Restated
	$	$	$
Operating Activities
Net loss for the year	(15,377,601)	(85,344)	(15,462,945)
Stock-based compensation	2,544,905	85,344	2,630,249

XML

4. Summary of Significant Accounting Policies: (d) Financial Instruments: Schedule of Financial Assets and Financial Liabilities (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Financial Assets and Financial Liabilities

Cash	FVTPL
Due to/from related parties	Amortized cost
Accounts payable	Amortized cost
Loan payable	Amortized cost
Lease liabilities	Amortized cost
Derivative liabilities	FVTPL
Other liabilities	FVTPL

XML

6. Prepaid Expenses: Schedule of prepaid expenses (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of prepaid expenses

	June 30, 2023	June 30, 2022	June 30, 2021
	$	$	$
Prepaid insurance	283,307	483,278	4,796
Advances made to suppliers and deposits	600,565	448,872	63,177
	883,872	932,150	67,973

XML

7. Exploration and Evaluation Assets: Schedule of Movement Of The Company's EE Assets (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Movement Of The Company's EE Assets

	$
Balance, June 30, 2020	5,396,879
Exploration and evaluation expenditures	333,345
Balance, June 30, 2021	5,730,224
Exploration and evaluation expenditures	6,347,360
Balance, June 30, 2022	12,077,584
Exploration and evaluation expenditures	9,364,448
Balance, June 30, 2023	21,442,032

XML

8. Right-of-Use Assets: Schedule of Right of Use Assets (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Right of Use Assets

	$
Cost
Balance, June 30, 2022 and 2021	-
Additions for right-of-use assets	63,360
Balance, June 30, 2023	63,360
Accumulated Amortization
Balance, June 30, 2022 and 2021	-
Depreciation	2,640
Balance, June 30, 2023	2,640
Net Book Value
June 30, 2022 and 2021	-
June 30, 2023	60,720

XML

9. Accounts Payable and Accrued Liabilities Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Accounts Payable and Accrued Liabilities

	June 30, 2023	June 30, 2022	June 30, 2021
	$	$	$
Trade payables	722,376	568,065	215,640
Accrued liabilities	301,758	614,384	46,485
	1,024,134	1,182,449	262,125

XML

11. Convertible Debentures: Disclosure of Debentures (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Disclosure of Debentures

	$
Balance, June 30, 2020	-
Principal value of convertible debentures	865,263
Discount on proceeds received	(45,263)
Cash commission	(15,000)
Allocation to conversion feature	(442,589)
Allocation to warrant	(90,769)
Value at initial recognition	271,642
Accretion expense	101,565
Interest expense	38,699
Amortization of transaction costs	11,233
Balance, June 30, 2021	423,139
Accretion expense	91,895
Interest expense	34,990
Amortization of transaction costs	50,617
Conversion of Debentures	(600,641)
Balance, June 30, 2022	-

XML

12. Lease Liabilities: Schedule of Lease Liabilities (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Lease Liabilities

	$
Balance, June 30, 2022 and 2021	-
Additions of lease	63,360
Lease payments	(2,986)
Accretion on lease liabilities	654
Balance, June 30, 2023	61,028

	$
Current	29,921
Non-current	31,107
	61,028

XML

13. Derivative Liabilities: Schedule of Changes to Derivative Liabilities (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Changes to Derivative Liabilities

	$
Balance, June 30, 2020	-
Fair value of derivative liability on date of issuance	442,589
Fair value changes of derivative liability – conversion feature	(32,676)
Balance, June 30, 2021	409,913
Fair value changes of derivative liability – conversion feature	(153,155)
Fair value allocated on conversion of Debentures	(256,758)
Fair value of derivative liability – Finders’ Warrants	1,237,681
Fair value changes of derivative liability – Finders’ Warrants	(950,684)
Balance, June 30, 2022	286,997
Fair value of derivative liabilities on date of issuance	1,388,790
Fair value changes of derivative liability – Finders’ Warrants	92,028
Fair value changes of derivative liability – Incentive Warrants	(7,952)
Fair value changes of derivative liability – Settlement Warrants	162,383
Balance, June 30, 2023	1,922,246

XML

15. Share Capital: Schedule of common shares issued and outstanding (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of common shares issued and outstanding

	Number of common shares	Amount
	#	$
Balance, June 30, 2020	13,008,006	5,745,369
Shares issued from exercise of warrants (a)	2,170	4,883
Balance, June 30, 2021	13,010,176	5,750,252
Shares issued on initial public offering (b)	3,680,000	34,988,520
Shares issue costs (b)	-	(4,233,129)
Shares issued on conversion of debentures (c)	751,163	857,399
Shares issued on vesting of restricted share units (d)	240,000	1,950,645
Shares issued from exercise of warrants (e)	243,419	419,946
Balance, June 30, 2022	17,924,758	39,733,633
Shares issued on debt settlement (f)	240,000	800,366
Shares issued from exercises of warrants (g)	21,052	36,774
Balance, June 30, 2023	18,185,810	40,570,773

XML

17. Reserve for Share-Based Payments: Schedule of Stock Option Activity Table (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Stock Option Activity Table

	2023		2022		2021
	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price
	#	$	#	$	#	$
Outstanding, beginning of year	1,620,489	7.23	820,000	2.50	820,000	0.50
Granted	350,000	USD 2.50	1,269,386	USD 7.50	-	-
Cancelled	(360,000)	2.50	(300,000)	2.50	(160,000) (1)	2.50
Cancelled	(148,082)	USD 7.50	(168,897)	USD 7.50	-	-
Reinstated	-	-	-	-	160,000 (1)	2.50
Outstanding, end of year	1,462,407	7.53	1,620,489	7.23	820,000	2.50
Exercisable, end of year	1,462,407	7.53	1,070,246	6.08	820,000	2.50

(1)160,000 options were cancelled and reinstated as a result of the resignation and reincorporation of a director. 

XML

17. Reserve for Share-Based Payments: Schedule of Information of Stock Options Outstanding Table (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Information of Stock Options Outstanding Table

Date of expiry	Number of options outstanding	Number of options exercisable	Exercise price	Weighted average remaining contractual life
	#	#	$	Years
November 18, 2026	952,407	952,407	USD 7.50	3.39
January 30, 2028	350,000	350,000	USD 2.50	4.59
May 24, 2029	160,000	160,000	USD 2.50	5.90
	1,462,407	1,462,407	7.53	3.95

XML

18. Reserve for Warrants: Schedule Summarizes the Warrant Activity (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule Summarizes the Warrant Activity

	2023		2022		2021
	Number of warrants	Weighted average exercise price	Number of warrants	Weighted average exercise price	Number of warrants	Weighted Average exercise price
	#	$	#	$	#	$
Outstanding, beginning of year	821,106	3.93	880,525	1.55	551,929	1.59
Issued from debentures financing	-	-	-	-	361,098	1.50
Issued as Finders’ Warrants from IPO	-	-	184,000	USD 9.375	-	-
Issued as Incentive Warrants	75,000	USD 3.00	-	-	-	-
Issued as Incentive Warrants	75,000	USD 4.00	-	-	-	-
Issued as Incentive Warrants	75,000	USD 5.00	-	-	-	-
Issued as Settlement Warrants	500,000	USD 2.50	-	-	-	-
Exercised	(21,052)	1.50	(243,419)	1.50	(2,170)	2.25
Expired	-	-	-	-	(30,332)	2.25
Outstanding, end of year	1,525,054	4.00	821,106	3.93	880,525	1.55

XML

18. Reserve for Warrants: Schedule of information of warrants outstanding (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of information of warrants outstanding

Date of expiry	Number of warrants outstanding	Exercise price	Weighted average remaining contractual life
	#	$	Years
November 19, 2023	32,000	1.25	0.39
November 19, 2023	512,627	1.50	0.39
November 19, 2023	71,427	2.25	0.39
February 17, 2025	75,000	USD 3.00	1.64
February 17, 2025	75,000	USD 4.00	1.64
February 17, 2025	75,000	USD 5.00	1.64
March 31, 2026	500,000	USD 2.50	2.75
November 19, 2026	184,000	USD 9.375	3.40
	1,525,054	4.00	1.71

XML

19. Basic and Diluted Loss per Share: Earnings per share (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Earnings per share

	2023	2022	2021
	$	$	$
Net Loss	(15,462,945)	(9,446,454)	(552,436)
	#	#	#
Basic weighted-average number of shares outstanding	18,033,851	15,884,041	13,008,669
Assumed conversion of dilutive stock options and warrants	-	-	-
Diluted weighted-average number of shares outstanding	18,033,851	15,884,041	13,008,669
	$	$	$
Basic and diluted loss per share	(0.85)	(0.60)	(0.04)

XML

20. Related Party Transactions: Schedule Of Remuneration Of Directors And Other Members Of Key Management Personnel (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule Of Remuneration Of Directors And Other Members Of Key Management Personnel

	2023	2022	2021
	$	$	$
Directors’ and officers’ consulting fees	951,347	687,585	200,858
Cash payment	334,738	-	-
Exploration and evaluation expenditures	415,325	220,765	48,000
Addendum payments	2,554,830	-	-
	4,256,240	908,350	248,858

XML

20. Related Party Transactions: Schedule Of All Related Party Balances Payable For Services And Business Expense Reimbursements Rendered (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule Of All Related Party Balances Payable For Services And Business Expense Reimbursements Rendered

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
	$	$	$
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	279,642

XML

21. Income Taxes: Schedule of Combined Canadian Federal and Provincial Statutory Income Tax Rate (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Combined Canadian Federal and Provincial Statutory Income Tax Rate

	2023	2022	2021
	$	$	$
Net loss before income tax	(15,462,945)	(9,446,454)	(552,436)
Combined federal and provincial statutory income tax rates	27%	27%	27%
Expected income tax recovery at statutory rates	4,174,995	2,550,543	149,158
Non-deductible differences	(225,472)	(1,102,753)	(7,310)
Change in unrecognized deductible temporary differences	(3,949,523)	(1,447,790)	(141,848)
Total income tax recovery	-	-	-

XML

21. Income Taxes: Schedule of Deductible Temporary Differences (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Deductible Temporary Differences

	2023	2022	2021
	$	$	$
Non-capital losses carried forward	5,226,507	1,110,151	300,805
Exploration and evaluation assets	(100,081)	(100,058)	(109,447)
Other items	493,493	660,396	15,278
	5,619,919	1,670,489	206,636

XML

23. Financial Risks: Schedule of contractual obligations (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of contractual obligations

	Less than 1 year	1 to 3 years	3 to 5 years	Total
	$	$	$	$
Accounts payable and accrued liabilities	1,024,134	-	-	1,024,134
Due to related parties	86,616	-	-	86,616
Lease liabilities	29,921	31,107	-	61,028
Derivative liabilities	1,922,246	-	-	1,922,246
Other liabilities	820,612	-	-	820,612
Total	3,883,529	31,107	-	3,914,636

XML

23. Financial Risks: Schedule of Fair Value Measurements (Tables)

12 Months Ended

Jun. 30, 2023

Tables/Schedules

Schedule of Fair Value Measurements

	Level 1	Level 2	Level 3	Total
	$	$	$	$
Cash	3,480,880	-	-	3,480,880
Derivative liabilities	-	(1,922,246)	-	(1,922,246)
Other liabilities	-	(820,612)	-	(820,612)

XML

1. Nature of Operations and Going Concern (Details)			12 Months Ended
	Nov. 23, 2021 USD ($) $ / shares shares	Nov. 23, 2021 CAD ($)	Jun. 30, 2023 CAD ($)	Jun. 30, 2022 CAD ($)	Jun. 30, 2021 CAD ($)
Details
Common shares issued (in shares) | shares	3,680,000
Weighted average share price | $ / shares	$ 9.51
Weighted Average Share Price 2019 - USD | $ / shares	$ 7.5
Gross Proceeds		$ 34,988,520	$ 0	$ 34,988,520	$ 0
Gross Proceeds	$ 27,600,000
Net loss for the year			15,462,945	9,446,454	552,436
Cash Flows (used in) Operating Activities			10,298,791	3,098,972	363,476
Accumulated deficit			$ 24,695,723	$ 10,545,535	$ 2,271,524

XML

2. Restatement of Previously Reported Consolidated Financial Statements: Schedule of Consolidated Statement of Financial Position and Changes in Shareholders' Equity (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Other liabilities	$ 820,612	$ 0
Total Current Liabilities	3,883,529	1,780,877	$ 1,374,819
Total Liabilities	3,914,636	1,780,877
Reserve for restricted share units	86,638	0
Accumulated deficit	(24,695,723)	(10,545,535)	(2,271,524)
Total Shareholders' Equity	22,504,352	35,325,716	4,752,866	$ 5,207,625
Stock-based compensation	2,630,249	8,035,506	0
Total Expenses	(16,165,115)	(11,069,570)	(595,598)
Net Loss and Comprehensive Loss	(15,462,945)	(9,446,454)	(552,436)
Net loss for the year	(15,462,945)	(9,446,454)	(552,436)
Stock-based compensation	2,630,249	$ 8,035,506	$ 0
Previously Reported
Other liabilities	0
Total Current Liabilities	3,062,917
Total Liabilities	3,094,024
Reserve for restricted share units	821,906
Accumulated deficit	(24,610,379)
Total Shareholders' Equity	23,324,964
Stock-based compensation	2,544,905
Total Expenses	(16,079,771)
Net Loss and Comprehensive Loss	(15,377,601)
Net loss for the year	(15,377,601)
Stock-based compensation	2,544,905
Revision of Prior Period, Adjustment
Other liabilities	820,612
Total Current Liabilities	820,612
Total Liabilities	820,612
Reserve for restricted share units	(735,268)
Accumulated deficit	(85,344)
Total Shareholders' Equity	(820,612)
Stock-based compensation	85,344
Total Expenses	(85,344)
Net Loss and Comprehensive Loss	(85,344)
Net loss for the year	(85,344)
Stock-based compensation	$ 85,344

XML

4. Summary of Significant Accounting Policies: (d) Financial Instruments: Schedule of Financial Assets and Financial Liabilities (Details)	12 Months Ended
	Jun. 30, 2023
Cash
Financial Assets And Financial Liabilities	FVTPL
Due to/from Related Parties
Financial Assets And Financial Liabilities	Amortized cost
Accounts Payable
Financial Assets And Financial Liabilities	Amortized cost
Loan Payable
Financial Assets And Financial Liabilities	Amortized cost
Lease Liabilities
Financial Assets And Financial Liabilities	Amortized cost
Derivative Liability
Financial Assets And Financial Liabilities	FVTPL

XML

6. Prepaid Expenses: Schedule of prepaid expenses (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Prepaid insurance	$ 283,307	$ 483,278	$ 4,796
Advances made to suppliers and deposits	600,565	448,872	63,177
Prepaids and deposits	$ 883,872	$ 932,150	$ 67,973

XML

7. Exploration and Evaluation Assets: Schedule of Movement Of The Company's EE Assets (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Details
Intangible exploration and evaluation assets	$ 21,442,032	$ 12,077,584	$ 5,730,224	$ 5,396,879
Exploration and evaluation expenditures	$ 9,364,448	$ 6,347,360	$ 333,345

XML

8. Right-of-Use Assets: Schedule of Right of Use Assets (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Additions to right-of-use assets	$ 63,360
Depreciation on right-of-use assets	2,640	$ 0	$ 0
Right-of-use assets	$ 60,720	$ 0

XML

9. Accounts Payable and Accrued Liabilities Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Details) - CAD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Trade payables	$ 722,376	$ 568,065	$ 215,640
Accrued liabilities	301,758	614,384	46,485
Accounts payable and accrued liabilities	$ 1,024,134	$ 1,182,449	$ 262,125

XML

10. Loan Payable (Details)	Nov. 29, 2021 USD ($)	Nov. 29, 2021 CAD ($)
Details
Loan Agreement - USD	$ 692,970
Loan Agreement		$ 873,253
Borrowings, interest rate basis	4.7%	4.7%
Monthly Installments Payable	$ 78,512
Gross loan commitments		$ 16,226

XML

11. Convertible Debentures (Details)		1 Months Ended	12 Months Ended
	Nov. 23, 2021 $ / shares shares	Feb. 28, 2021 CAD ($)	Jun. 30, 2023	Jun. 30, 2022 CAD ($)	Jun. 30, 2021 CAD ($)
Details
Convertible Debt Issue		$ 865,263
Debentures discount percentage		5.00%
Proceeds Value		$ 805,000
Cash Commission Amount		$ 15,000
Interest Accrued Description			(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) $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 24 months from execution, or the closing of a registered public offering (the “Liquidity Transaction”)
Interest Accrues Lesser Description			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
Fair Value Conversion Feature Description			The Company determined the fair value of the conversion feature component upon initial recognition was $442,589. The residual $362,411 value of the $805,000 net proceeds received was allocated on a pro-rata basis between the debt component ($271,642) and the warrants component ($90,769) based on their relative fair values. The debt component was discounted at a rate of 20% and 346,104 subscriber warrants were valued using Black-Scholes, based on the following assumptions: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest of 0.18% – 0.22%, market price of $1.50, and an exercise price of $1.50. During the year ended June 30, 2022, the Company recognized accretion expense of $91,895 (2021 – $101,565) relating to accreting the debt component of the Debentures up to their principal value, and interest of $34,990 (2021 – $38,699)
Transaction cost descriptions			The Company incurred $24,507 in transaction costs pursuant to the issuance of the Debentures, including paying a $15,000 cash commission, issuing 15,000 finders’ warrants (each a “Finder’s Warrants”) exercisable at $1.50 for the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange and $27 in bank charges. These costs, along with the $45,263 discount, are being amortized over the term of the Debentures. The 15,000 Finders’ Warrants were valued using Black-Scholes, based on the following assumption: expected life of 2.5 years, expected volatility of 70%, expected dividend yield of nil, risk-free interest rate of 0.18% – 0.22%, market price of $1.50, and an exercise price of $1.50
Amortized Transaction Cost				$ 56,512	$ 13,284
Warrants Reserve Value				$ 2,025
Common per share (in CAD per share) | $ / shares	$ 1.25
Issuance of Conversion of Debentures (in Shares) | shares	751,163

XML

11. Convertible Debentures: Disclosure of Debentures (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Details
Convertible Debentures and Derivative Liability		$ 423,139	$ 0
Principal Value of Convertible Debentures		865,263
Discount on proceeds received		(45,263)
Cash commission		(15,000)
Allocation to conversion feature		(442,589)
Allocation to warrant		(90,769)
Value at initial recognition		271,642
Accretion expense	$ 91,895	101,565
Interest expense	34,990	38,699
Amortization of transaction costs	50,617	$ 11,233
Conversion of Debentures	$ (600,641)

XML

12. Lease Liabilities: Schedule of Lease Liabilities (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Lease liabilities	$ 61,028	$ 0
Additions to right-of-use assets	63,360
Lease payments	(2,986)	0	$ 0
Accretion expense	654	0	$ 0
Lease liabilities - current portion	29,921	0
Lease liabilities	$ 31,107	$ 0

XML

13. Derivative Liabilities (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Feb. 28, 2021
Details
Derivative financial liabilities			$ 442,589
Gains on change in fair value of derivatives	$ 153,155	$ 32,676
Allocated to Share Capital	$ 256,758

XML

13. Derivative Liabilities: Schedule of Changes to Derivative Liabilities (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Details
Intangible assets other than goodwill	$ 1,922,246	$ 286,997	$ 409,913	$ 0
Fair value of derivative liability on date of issuance	1,388,790		442,589
Fair value changes of derivative liability –conversion feature		(153,155)	$ (32,676)
Fair value allocated on conversion of Debentures		(256,758)
Fair value of derivative liability - Finders' Warrants		1,237,681
Fair value changes of derivative liability –Finders’ Warrants	92,028	$ (950,684)
Fair value changes of derivative liability - Incentive Warrants	(7,952)
Fair value changes of derivative liability - Settlement Warrants	$ 162,383

XML

14. Other Liabilities (Details) - CAD ($)	Jun. 30, 2023	Jun. 30, 2022
Details
Other liabilities	$ 820,612	$ 0

XML

15. Share Capital: Schedule of common shares issued and outstanding (Details) - CAD ($)		12 Months Ended
	Nov. 23, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Total Shareholders' Equity		$ 22,504,352	$ 35,325,716	$ 4,752,866	$ 5,207,625
Increase (decrease) through exercise of warrants, equity		31,578	365,113	$ 4,883
Increase (decrease) through change in equity of subsidiaries, equity			34,988,520
Share issue related cost			(4,233,129)
Issuance of Conversion of Debentures (in Shares)	751,163
Issuance of Conversion Of Debenture			863,294
Issue of equity			$ 0
Issuance of shares on debt settlement		$ 800,366
Issued capital
Number of shares outstanding		18,185,810	17,924,758	13,010,176	13,008,006
Total Shareholders' Equity		$ 40,570,773	$ 39,733,633	$ 5,750,252	$ 5,745,369
Exercise of Warrants		21,052	243,419	2,170
Increase (decrease) through exercise of warrants, equity		$ 36,774	$ 419,946	$ 4,883
Increase (decrease) in number of ordinary shares issued			3,680,000
Increase (decrease) through change in equity of subsidiaries, equity			$ 34,988,520
Share issue related cost			$ (4,233,129)
Issuance of Conversion of Debentures (in Shares)			751,163
Issuance of Conversion Of Debenture			$ 857,399
Issuance of Shares on Vesting of RSUs Shares		470,000	240,000
Issue of equity			$ 1,950,645
Issuance of shares on debt settlement, shares		240,000
Issuance of shares on debt settlement		$ 800,366

XML

16. Reserve for RSUs (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Issue of equity		$ 0
Increase (decrease) through share-based payment transactions, equity	$ 1,809,637	8,035,506
Reserve of change in value of time value of options
Issue of equity	209,422	1,950,645
Increase (decrease) through share-based payment transactions, equity	$ 86,638	$ 1,950,645
Issued capital
Issuance of Shares on Vesting of RSUs Shares	470,000	240,000
Issue of equity		$ (1,950,645)

XML

17. Reserve for Share-Based Payments: Schedule of Stock Option Activity Table (Details) - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Options cancelled and reinstated as a result of the resignation and reincorporation of a director			160,000
Stock Options
Number Of Options Outstanding	1,462,407	1,620,489	820,000	820,000
Weighted Average Exercise Price Outstanding	$ 7.53	$ 7.23	$ 2.5	$ 0.5
Number Of Options Granted	350,000	1,269,386	0
Weighted Average Exercise Price Granted	$ 2.5	$ 7.5	$ 0
Number Of Options Cancelled Beginning	(360,000)	(300,000)	(160,000)
Weighted Average Exercise Price Cancelled Beginning	$ 2.5	$ 2.5	$ 2.5
Number Of Options Cancelled Ending	(148,082)	(168,897)	0
Weighted Average Exercises Price Cancelled	$ 7.5	$ 7.5	$ 0
Number Of Option Reinstatedin Dollars	0	0	160,000
Number Of Options Exercisable End Of Year	1,462,407	1,070,246	820,000
Weighted Average Exercise Price Exercisable End Of Year	$ 7.53	$ 6.08	$ 2.5

XML

17. Reserve for Share-Based Payments (Details)			12 Months Ended
	Jun. 29, 2022 CAD ($)	Nov. 18, 2021 CAD ($) shares	Jun. 30, 2023 CAD ($)	Jun. 30, 2022 CAD ($)	Nov. 18, 2021 $ / shares
Options Granted Shares | shares		1,269,386
Exercise price of outstanding share options | $ / shares					$ 7.5
Expected volatility, share options granted		100.00%
Expected dividend as percentage, share options granted		0.00%
Risk free interest rate, share options granted		1.47%
Tax rate effect from change in tax rate		20.00%
Expected Life		5 years
Fair Value Attributable		$ 7,167,552
Stockbased Compensations	$ 168,897	$ 848,520
Cancellation of Stock Options			$ 0	$ 0
Retained earnings
Cancellation of Stock Options			$ 1,312,757	$ 1,172,443

XML

17. Reserve for Share-Based Payments: Schedule of Information of Stock Options Outstanding Table (Details) - Stock Options - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Number Of Options Outstanding	1,462,407	1,620,489	820,000	820,000
Number Of Options Exercisable	1,462,407
Exercise Price	$ 7.53
Weighted Averages Remaining Contractual Lif	3 years 11 months 12 days
November 18, 2026
Number Of Options Outstanding	952,407
Number Of Options Exercisable	952,407
Exercise Price	$ 7.5
Weighted Averages Remaining Contractual Lif	3 years 4 months 20 days
January 30, 2028
Number Of Options Outstanding	350,000
Number Of Options Exercisable	350,000
Exercise Price	$ 2.5
Weighted Averages Remaining Contractual Lif	4 years 7 months 2 days
May 24, 2029
Number Of Options Outstanding	160,000
Number Of Options Exercisable	160,000
Exercise Price	$ 2.5
Weighted Averages Remaining Contractual Lif	5 years 10 months 24 days

XML

18. Reserve for Warrants: Schedule Summarizes the Warrant Activity (Details) - Warrants - $ / shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Number of Warrants Outstanding	1,525,054	821,106	880,525	551,929
Weighted Average Exercise Price Outstanding	$ 4	$ 3.93	$ 1.55	$ 1.59
Number Of Warrant Issued From Debentures Financing	0	0	361,098
Issued from debentures financing, per share			$ 1.5
Number Of Warrant Issued Of Finders Warrants From IPO	0	184,000	0
Issued as Finders' Warrants from IPO, per share		$ 9.375
Number of Issued as Incentive Warrants	75,000
Issued as Incentive Warrants - per share	$ 3
Number of Issued as Incentive Warrants 2	75,000
Issued as Incentive Warrants - per share 2	$ 4
Number of Issued as Incentive Warrants 3	75,000
Issued as Incentive Warrants - per share 3	$ 5
Number of Issued as Settlement Warrants	500,000
Issued as Settlement Warrants - per share	$ 2.5
Number Of Warrants Exercised	(21,052)	(243,419)	(2,170)
Number of Warrants Exercised, per share	$ 1.5	$ 1.5	$ 2.25
Number of Warrants Expired			(30,332)
Number of Warrants Expired, per share			$ 2.25

XML

18. Reserve for Warrants (Details)	12 Months Ended
	Jun. 30, 2023 CAD ($)	Jun. 30, 2022 USD ($)	Nov. 23, 2021 shares
Description of Warrant Issuances	the Company issued 346,108 Warrants to subscribers of the Debentures. Debenture holders were eligible to receive such number of Warrants equal to half of the number of common shares issuable upon conversion of the Debentures at the conversion price of $1.25. Each Warrant is exercisable into one common share at an exercise price of $1.50 per Warrant until the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange. These Warrants were valued at $90,769, recorded to the warrants reserve after allocating, on a pro-rata basis, the $362,411 residual value of the Debentures between the debt and warrants components after the initial allocation of $442,589 of the $805,000 net proceeds received to the conversion feature
Debenture Transaction Costs	$ 2,025
Proceeds from exercise of warrants		$ 9.375
Warrants
Number of shares issued | shares			184,000

XML

18. Reserve for Warrants: Schedule of information of warrants outstanding (Details) - Warrants	12 Months Ended
	Jun. 30, 2023 $ / shares shares
Number Of Options Outstanding | shares	1,525,054
Exercise Price | $ / shares	$ 4
Weighted Averages Remaining Contractual Lif	1 year 8 months 15 days
November 19, 2023
Number Of Options Outstanding | shares	32,000
Exercise Price | $ / shares	$ 1.25
Weighted Averages Remaining Contractual Lif	4 months 20 days
November 19, 2023 - 2
Number Of Options Outstanding | shares	512,627
Exercise Price | $ / shares	$ 1.5
Weighted Averages Remaining Contractual Lif	4 months 20 days
November 19, 2023 - 3
Number Of Options Outstanding | shares	71,427
Exercise Price | $ / shares	$ 2.25
Weighted Averages Remaining Contractual Lif	4 months 20 days
February 17, 2025
Number Of Options Outstanding | shares	75,000
Exercise Price | $ / shares	$ 3
Weighted Averages Remaining Contractual Lif	1 year 7 months 20 days
February 17, 2025 - 2
Number Of Options Outstanding | shares	75,000
Exercise Price | $ / shares	$ 4
Weighted Averages Remaining Contractual Lif	1 year 7 months 20 days
February 17, 2025 - 3
Number Of Options Outstanding | shares	75,000
Exercise Price | $ / shares	$ 5
Weighted Averages Remaining Contractual Lif	1 year 7 months 20 days
March 31, 2026
Number Of Options Outstanding | shares	500,000
Exercise Price | $ / shares	$ 2.5
Weighted Averages Remaining Contractual Lif	2 years 9 months
November 19, 2026
Number Of Options Outstanding | shares	184,000
Exercise Price | $ / shares	$ 9.375
Weighted Averages Remaining Contractual Lif	3 years 4 months 24 days

XML

19. Basic and Diluted Loss per Share (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Profit (loss), attributable to owners of parent	$ 15,462,945	$ 9,446,454	$ 552,436
Diluted weighted-average number of shares outstanding	18,033,851	15,884,041	13,008,669

XML

19. Basic and Diluted Loss per Share: Earnings per share (Details)	12 Months Ended
	Jun. 30, 2023 $ / shares	Jun. 30, 2023 CAD ($) shares	Jun. 30, 2022 $ / shares	Jun. 30, 2022 CAD ($) shares	Jun. 30, 2021 $ / shares	Jun. 30, 2021 CAD ($) shares
Details
Net Loss | $		$ (15,462,945)		$ (9,446,454)		$ (552,436)
Basic weighted-average number of shares outstanding		18,033,851		15,884,041		13,008,669
Assumed conversion of dilutive stock options and warrants		0		0		0
Diluted weighted-average number of shares outstanding		18,033,851		15,884,041		13,008,669
Basic and diluted loss per share | $ / shares	$ (0.85)		$ (0.6)		$ (0.04)

XML

20. Related Party Transactions: Schedule Of Remuneration Of Directors And Other Members Of Key Management Personnel (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Directors' and officers' consulting fees	$ 951,347	$ 687,585	$ 200,858
Cash payment	334,738	0	0
Exploration and evaluation expenditures	415,325	220,765	48,000
Addendum payments	2,554,830	0	0
Total	$ 4,256,240	$ 908,350	$ 248,858

XML

20. Related Party Transactions (Details)	12 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 CAD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2022 CAD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 CAD ($)
Revenue from rendering of information technology consulting services		$ 492,377		$ 585,615		$ 200,858
Payment to Director of the Company	$ 250,000		$ 334,738		$ 0
Tangible exploration and evaluation assets		415,325		220,765		48,000
Addendum Payments - fees		1,672,988		881,842
Addendum Payments - fees - USD	$ 1,224,040		$ 648,020
Stock Based Compensations		2,422,516		8,035,506		0
Loss on shares-for-debt settlement		$ 157,502		$ 0		$ 0
Issued capital
Issuance of shares on debt settlement, shares | shares	240,000	240,000

XML

20. Related Party Transactions: Schedule Of All Related Party Balances Payable For Services And Business Expense Reimbursements Rendered (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Payable to officers and directors	$ 86,616	$ 110,274	$ 236,402
(Receivable) payable to Nova Minerals Ltd	(10,287)	(10,287)	43,240
Amounts payable, related party transactions	$ 76,329	$ 99,987	$ 279,642

XML

21. Income Taxes: Schedule of Combined Canadian Federal and Provincial Statutory Income Tax Rate (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Net loss before income tax	$ (15,462,945)	$ (9,446,454)	$ (552,436)
Combined federal and provincial statutory income tax rates	27.00%	27.00%	27.00%
Expected income tax recovery at statutory rates	$ 4,174,995	$ 2,550,543	$ 149,158
Non-deductible differences	(225,472)	(1,102,753)	(7,310)
Change in unrecognized deductible temporary differences	(3,949,523)	(1,447,790)	(141,848)
Total income tax recovery	$ 0	$ 0	$ 0

XML

21. Income Taxes: Schedule of Deductible Temporary Differences (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Non-capital losses carried forward	$ 5,226,507	$ 1,110,151	$ 300,805
Exploration and evaluation assets	(100,081)	(100,058)	(109,447)
Other items	493,493	660,396	15,278
Other comprehensive income, before tax	$ 5,619,919	$ 1,670,489	$ 206,636

XML

21. Income Taxes (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Tax effect of tax losses	$ 19,357,000	$ 4,112,000	$ 1,114,000

XML

23. Financial Risks (Details) - CAD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Cash	$ 3,840,880	$ 23,792,408	$ 318,844
Total Current Liabilities	$ 3,883,529	$ 1,780,877	$ 1,374,819

XML

23. Financial Risks: Schedule of contractual obligations (Details) - CAD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Not later than one year
Accounts payable and accrued liabilities	$ 1,024,134
Payables to related parties	86,616
Loans payable in default	29,921
Non-current derivative financial liabilities	1,922,246
Financial liabilities	820,612
Later than one year and not later than three years
Accounts payable and accrued liabilities	0
Payables to related parties	0
Loans payable in default	31,107
Non-current derivative financial liabilities	0
Financial liabilities	0
Later than three years and not later than five years
Accounts payable and accrued liabilities	0
Payables to related parties	0
Loans payable in default	0
Non-current derivative financial liabilities	0
Financial liabilities	0
Accounts payable and accrued liabilities	1,024,134	$ 1,182,449	$ 262,125
Payables to related parties	86,616
Loans payable in default	61,028
Non-current derivative financial liabilities	1,922,246
Financial liabilities	$ 820,612

XML

23. Financial Risks: Schedule of Fair Value Measurements (Details)	Jun. 30, 2023 CAD ($)
Level 1 of fair value hierarchy
Other cash and cash equivalents	$ 3,480,880
Non-current derivative financial liabilities	0
Level 2 of fair value hierarchy
Other cash and cash equivalents	0
Non-current derivative financial liabilities	(1,922,246)
Other cash and cash equivalents	3,480,880
Non-current derivative financial liabilities	(1,922,246)
Level 3 of fair value hierarchy
Non-current derivative financial liabilities	$ 0

XML

24. Grant Income (Details) - CAD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Details
Grant income	$ 109,750	$ 109,745	$ 0

XML

25. Contingencies (Details)	12 Months Ended
	Jun. 30, 2023 USD ($)
Minimum
Changes made to Consulting Agreements	$ 1,392,000
Maximum
Changes made to Consulting Agreements	$ 1,872,000