UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
Snow Lake Resources Ltd.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
83336J208
(CUSIP Number)
Christopher Gerteisen
Suite 602, 566 St Kilda Road
Melbourne Victoria 3004 Australia
+61 3 9537 1238
with copy to:
Andrew Reilly
Rimon Law
Level 10, 20 Martin Place
Sydney, NSW 2000 Australia
andrew.reilly@rimonlaw.com
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 17, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.
CUSIP No. 83336J208
| (1) |
Names of reporting persons:
Nova Minerals Limited |
| (2) |
Check the appropriate box if a member of a group (a) ☒ (b) ☐ |
| (3) |
SEC use only
|
| (4) |
Source of funds
OO |
| (5) |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| (6) |
Citizenship or place of organization
Australia |
|
Number of shares beneficially owned by each reporting person with |
(7) |
Sole voting power
0 |
| (8) |
Shared voting power
6,600,000 | |
| (9) |
Sole dispositive power
0 | |
| (10) |
Shared dispositive power
6,600,000 |
| (11) |
Aggregate amount beneficially owned by each reporting person
6,600,000 |
| (12) |
Check if the aggregate amount in row (11) excludes certain shares
☐ |
| (13) |
Percent of class represented by amount in row (11)
36.8% |
| (14) |
Type of reporting person
OO |
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This Amendment No. 2 amends and supplements the initial Schedule 13D filed by the Reporting Person with the SEC on October 25, 2022 and as amended on November 29, 2022 (as amended hereby, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in such initial Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On January 17, 2023, the Issuer issued a press release (the “Press Release”) announcing the results of the Issuer’s 2022 Annual and Special Meeting of Shareholders held on January 17, 2023 (the “Special Meeting”), involving, among other things, the election of a slate of directors nominated by the Requisitioning Shareholders. The Press Release is attached hereto as Exhibit 99.4 and incorporated herein by reference. With the conclusion of the Special Meeting, the Support and Voting Agreement by and among the Reporting Person and the Requisitioning Shareholders has terminated and, with the election of the slate of directors nominated by the Requisitioning Shareholders, they and the Reporting Person have achieved their initial purpose described in their prior filings of their Schedule 13D, which purpose would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D reported in prior filings of their Schedule 13D. Accordingly, neither the Reporting Person nor the Requisitioning Shareholders collectively should continue to be deemed to be a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Exchange Act. As a result, the Reporting Person is filing this amendment to its Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
| 99.4 | Press Release dated January 17, 2023, issued by Snow Lake Resources Ltd. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Nova Minerals Limited | ||
| February 6, 2023 | By: | /s/ Christopher Gerteisen |
| Name: | Christopher Gerteisen | |
| Title: | Chief Executive Officer | |
| February 6, 2023 | By: | /s/ Craig Bentley |
| Name: | Craig Bentley | |
| Title: | Director of Finance and Compliance |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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Exhibit 99.4
Snow Lake Lithium Announces Results of the Annual General and Special Meeting of Shareholders – Nominees of the Concerned Shareholders Elected to the Board of Directors With Over 90% Support From Those Voting
WINNIPEG, MB / ACCESSWIRE / January 17, 2023 / Snow Lake Resources Ltd., d/b/a/ Snow Lake Lithium Ltd. (NASDAQ:LITM) (“Snow Lake Lithium” or the “Company”) is pleased to announce the results of its annual general and special meeting of the shareholders held on January 17, 2023 (the “Meeting”) at which 9,514,820 (53.08%) of the votes attached to the issued and outstanding common shares of the Company (the “Shares”) were represented.
The board of directors of Snow Lake Lithium (the “Board”) was fixed at six directors (9,388,933 For, 104,239 Against and 22,188 Abstained). As per below, each of the nominees of the group of Concerned Shareholders were elected to the Board, in addition to Mr. Dale Shultz, to hold office until the next annual general meeting of shareholders or until they otherwise cease to hold office.
| DIRECTOR | FOR | %* | WITHHELD | %* | ||||||
| Dale Schultz | 9,370,557 | 98.58 | % | 134,337 | 1.41 | % | ||||
| Peretz Schapiro | 8,814,607 | 92.74 | % | 92,212 | 0.97 | % | ||||
| Nachum Labkowski | 8,812,507 | 92.72 | % | 94,312 | 0.99 | % | ||||
| Brian Imrie | 8,812,507 | 92.72 | % | 94,312 | 0.99 | % | ||||
| Shlomo Kievman | 8,812,507 | 92.72 | % | 94,312 | 0.99 | % | ||||
| Kathleen Skerrett | 8,812,507 | 92.72 | % | 94,312 | 0.99 | % | ||||
| OTHER NOMINEES | ||||||||||
| David Wasyng | 441,838 | 4.65 | % | 156,237 | 1.64 | % | ||||
| Hadassah Slater | 441,430 | 4.64 | % | 156,645 | 1.65 | % | ||||
| Tim Cattani | 433,341 | 4.56 | % | 164,734 | 1.73 | % | ||||
| Philip Gross | 432,313 | 4.55 | % | 165,762 | 1.74 | % | ||||
| Allan Engel | 430,766 | 4.53 | % | 167,309 | 1.76 | % |
* - Percentage of those voting.
As a result, Dale Schultz, Nachum Labkowski, Brian Imrie, Peretz Schapiro, Shlomo Kievman and Kathleen Skerrett shall serve as directors of the Company until the next annual general meeting of shareholders or until they otherwise cease to hold office. Full details and backgrounds regarding each of the directors is included in the information circular of the Concerned Shareholders dated November 29, 2022, which was filed on the Company’s SEDAR profile at www.sedar.com and on EDGAR at www.sec.gov..
In addition, shareholders of the Company: approved an ordinary resolution to reappoint De Visser Gray LLP as the auditor of the Company for the ensuing year and authorize the directors of the Company to set the auditor’s remuneration (9,353,918 For, Nil Against and 161,502 Abstained); and approved an ordinary resolution ratifying the adoption of the amendments to the Company’s by-laws (9,202,751 For, 239,655 Against and 73,014 Abstained).
Furthermore, the Company announces that Philip Gross and Derek Knight are no longer with the Company. At a meeting of the Board following the Meeting, Nachum Labkowski was appointed Chairman of the Board. In addition, the Board appointed a special committee to handle the immediate search for an interim and permanent CEO for the Company.
Nachum Labkowski, Chairman of the Board, commented:
“We are pleased to see that shareholders have shown their overwhelming support for the Concerned Shareholders and the Concerned Shareholders’ nominees.
As a board, we look forward to working together productively, as we continue to develop the Company’s projects. We are eagerly anticipating the start of a new 5,000m drill program later this week, and know there is a lot of work ahead of us. We would like to thank all shareholders for their patience and support.
We look forward to putting the Company back on track and setting it up for long term success.”
About Snow Lake Resources Ltd.
Snow Lake is committed to creating and operating a fully renewable and sustainable lithium mine that can deliver a completely traceable, carbon neutral and zero harm product to the North American electric vehicle and battery markets.
Our wholly owned Snow Lake Lithium™ Project now covers a 59,587-acre site that has only been 1% explored and contains an identified-to-date 11.1 million metric tonnes indicated and inferred resource at 1% Li2O.
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Forward-looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements, including without limitation statements with restoring Snow Lake Lithium. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Snow Lake Resources Ltd.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Some of these risks and uncertainties are described more fully in the section titled “Risk Factors” in our registration statements and reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Snow Lake Resources Ltd. undertakes no duty to update such information except as required under applicable law.
For more information, please contact:
Investors
ir@snowlakelithium.com
Media
media@snowlakelithium.com
Twitter:
@SnowLakeLithium
www.SnowLakeLithium.com
SOURCE: Snow Lake Resources Ltd.
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