Frontier Nuclear & Minerals Inc 20-F for FY2024
Frontier Nuclear & Minerals Inc. (FNUC)
About this 20-F
Frontier Nuclear & Minerals Inc filed this 20-F on October 30, 2024, covering the fiscal year ended June 30, 2024 (FY2024).
Headline figures
Fiscal year ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- 6.85M CAD
- down 55.7% from net income of 15.46M CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
OR
For the fiscal year ended
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For the transition period from __________ to _________
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Date of event requiring this shell company report __________
Commission file number
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(Exact name of the Registrant as specified in its charter)
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(Jurisdiction of incorporation or organization)
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(Address of principal executive offices)
Tel: (204) 815-5806
Email:
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(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 |
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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:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| ☐ Yes | ☒ |
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 | ☒ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| ☒ | ☐ No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
☐ Large accelerated filer | ☐ Accelerated filer | ☒ |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ US GAAP | ☒ | ☐ 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).
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Annual Report on Form 20-F
Year Ended June 30, 2024
TABLE OF CONTENTS
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PART I |
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Item 1. | 3 | |
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Item 2. | 3 | |
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Item 3. | 3 | |
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B. | 3 | |
C. | 3 | |
D. | 3 | |
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Item 4. | 23 | |
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B. | 36 | |
C. | 46 | |
D. | 47 | |
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Item 4A. | 47 | |
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Item 5. | 47 | |
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B. | 50 | |
C. | 51 | |
D. | 52 | |
E. | 52 | |
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Item 6. | 54 | |
A. | 54 | |
B. | 56 | |
C. | 58 | |
D. | 66 | |
E. | 67 | |
F. | Disclosure of a registrant’s action to recover erroneously awarded compensation | 68 |
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Item 7. | 68 | |
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B. | 68 | |
C. | 70 | |
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Item 8. | 70 | |
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Item 9. | 71 | |
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C. | 71 | |
D. | 71 | |
E. | 71 | |
F. | 71 | |
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Item 10. | 71 | |
A. | 71 |
B. | 75 | |
C. | 75 | |
D. | 75 | |
E. | 75 | |
F. | 80 | |
G. | 81 | |
H. | 81 | |
I. | 81 | |
J. | 81 | |
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Item 11. | 81 | |
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Item 12. | 81 | |
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B. | 81 | |
C. | 81 | |
D. | 81 | |
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PART II |
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Item 13. | 82 | |
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Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 82 |
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Item 15. | 83 | |
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Item 16 | 84 | |
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Item 16A | 84 | |
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Item 16B | 84 | |
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Item 16C | 84 | |
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Item 16D | 85 | |
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Item 16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 85 |
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Item 16F | 85 | |
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Item 16G | 85 | |
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Item 16H | 86 | |
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Item 16I | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 86 |
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Item 16J | 86 | |
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Item 16K | 86 | |
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PART III |
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Item 17. | 88 | |
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Item 18. | 88 | |
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Item 19. | 88 |
CERTAIN INFORMATION
As used in this Annual Report on Form 20-F (this “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. (d/b/a Snow Lake Energy), 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, references to “Canada” are to Canada and its provinces and territories; 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 contains translations of certain Canadian dollar amounts into U.S. dollars at specified rates. Except as otherwise stated in this Annual Report, all translations from Canadian dollars to U.S. dollars are based on the closing rate of C$1.3687 per $1.00 for cable transfers of Canadian dollars, as certified by Bank of Canada on June 28, 2024. On October 28, 2024, the closing rate for Canadian dollar was C$1.3895 per US$1.00. No representation is made that such Canadian dollar amounts referred to in this Annual Report 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 years 2024, 2023 and 2022 included elsewhere in this Annual Report have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our fiscal year end is June 30.
Share Consolidation, or the Reverse Split
On October 7, 2021, we effectuated a one-for-five reverse stock split of our common shares, or the Reverse Split. The historical audited financial statements included elsewhere in this Annual Report have been adjusted for the Reverse Split. Unless otherwise indicated, all other share and per share data in this Annual Report have been retroactively adjusted, where applicable, to reflect the Reverse Split.
At the shareholders meeting held on May 2, 2024, approval was given to undertake a reverse stock split of our common shares at a ratio to be determined by the board of directors, at its sole discretion, at such time as the board of directors deems appropriate, but in any event no later than May 1, 2027.
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CAUTIONARY STATEMENT REGARDING 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;
●expectations regarding demand for, and prices of, minerals;
●our having sufficient working capital and being 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 any of our projects;
●mineral exploration and exploration program cost estimates;
●expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations;
●receipt and timing of exploration permits and other third-party approvals;
●government regulation of mineral exploration and development operations;
●expectations regarding any social or local community issues that may affected planned or future exploration and development programs; and
●key personnel continuing their employment with us.
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this Annual Report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
3.D. Risk Factors
You should carefully consider all of the information in this Annual Report, including various changing regulatory, competitive, economic, political and social risks and conditions described below, before making an investment in our common shares. One or more of a combination of these risks could materially impact our business, results of operations and financial condition. In any such case, the market price of our common shares could decline, and you may lose all or part of your investment. The risks described below and elsewhere in this Annual Report are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. Please also carefully read the section titled “Cautionary Statement Regarding Forward-Looking Statements.”
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.
·All of our business activities are now in the exploration stage and there can be no assurance that our exploration efforts will result in commercial development of mineral ore or deposits.
·If we do not obtain additional financing, our business may be at risk or execution of our business plan may be delayed.
·We have no history of mineral production.
·We may not achieve exploration success on our mineral resource projects.
·Fluctuations in the price of uranium and alternate sources of energy could have an adverse effect on our uranium projects and our securities.
·The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations
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and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.
·Our mineral resources or reserves may be significantly lower than expected or as currently published.
·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.
·We may not be able to obtain or renew licenses or permits that are necessary to our operations.
·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.
·The Black Lake Uranium Project, the Snow Lake Lithium™ Project, and the Shatford Lake Project may face indigenous land claims.
·Volatility in lithium prices and lithium demand has made it currently commercially unfeasible for us to develop our lithium projects, and we cannot assure you when, if ever, such prices and demand will improve to a level that will make development of our lithium projects commercially feasible.
·There can be no guarantee that our interests in our mineral resource projects are free from any title defects.
·Failure to comply with federal, provincial and/or local laws and regulations could adversely affect our business.
·Failure to comply with environmental regulation could adversely affect our business.
·We may not be able to maintain a listing of our common shares on Nasdaq.
·A single 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.
·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.
Risks Related to Our Business and Industry
Risks and uncertainties related to our business and industry include, but are not limited to, the following:
We have a limited operating history and have not yet generated any revenues.
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. We were formed in May 2018 and we have not yet begun commercial production. To date, we have no revenues. We have incurred significant losses since our inception. For the years ended June 30, 2024 and 2023, we incurred net losses of C$6.9 million (approximately $5.0 million) and C$15.5 million (approximately $11.7 million), respectively. As of June 30, 2024, we had an accumulated deficit of C$26.5 million (approximately $19.4 million). We expect to continue to incur significant expenses and operating losses for the foreseeable future as we continue to conduct exploration and development activities on our mineral resource projects.
We currently have a total of four mineral resource projects, or Projects, consisting of two uranium projects and two hard rock lithium projects. Our uranium projects consist of (i) the Black Lake Uranium Project, located in the Athabasca basin, Saskatchewan, Canada, and (ii) the Engo Valley Uranium Project, in Namibia. Our lithium projects consist of (i) the Shatford Lake Project, adjacent to the Tanco tantalum, cesium and lithium mine in Southern Manitoba, Canada, and (ii) the Thompson Brothers project and the Grass River project, or collectively, the Snow Lake
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Lithium™ Project, in the Snow Lake region of Northern Manitoba, Canada. We do not currently consider any of our Projects material. All of our current Projects are at the exploration stage and there is no guarantee that any such activity will result in commercial production of mineral ore or deposits at any of our Projects. Our Projects are subject to the substantial risks and uncertainties discussed in this section and elsewhere in this Annual Report, and there can be no assurance that any of our Projects will result in successful commercial production or that we will ever become profitable. Our failure to achieve or sustain profitability could negatively impact the value of our securities and have a material adverse effect on our prospects.
All of our business activities are now in the exploration stage and there can be no assurance that our exploration efforts will result in commercial development of mineral ore or deposits.
All of our operations are at the exploration stage and there is no guarantee that any such activity will result in commercial production of mineral ore or deposits. We do not consider any of our Projects material at this time.
In July 2023, we completed an S-K 1300 Technical Report Summary of Initial Assessment, or the PEA, for the Snow Lake Lithium™ Project, which considered a mine plan consisting of underground mining on both deposits, with an initial open pit on the Grass River deposit. However, as a result of a drop in lithium prices, after a stratospheric rise in 2022, followed by a precipitous 80% drop during 2023, demand for lithium continues to be weak, prices continue to decline, and a number of major global lithium producers continue to curtail production until the lithium market and lithium prices recover. At the present time, given the current state of the lithium market, we intend to limit additional exploratory drilling at the Snow Lake Lithium™ Project.
The exploration for mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish proven mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by us or any future development programs will result in a profitable commercial mining operation. There is no assurance that our mineral exploration activities will result in any discoveries of commercial quantities of uranium or 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, including, but not limited to: 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.
If we do not obtain additional financing, our business may be at risk or execution of our business plan may be delayed.
We have limited assets upon which to continue operations. As of June 30, 2024, we had cash and cash equivalents of C$2,526,957 (approximately US$1,846,246). Additional funding will be needed to implement our business plan that includes various expenses such as continuing our mineral exploration programs, legal, general and administrative, marketing, employee salaries and other related expenses. Obtaining additional funding will be subject to various factors, including general market conditions, investor acceptance of our business plan and ongoing results from our exploration efforts. These financings, if obtained, could result in substantial dilution to the holders of our common shares, or require contractual or other restrictions on our operations or on alternatives that may be available to us. If we raise additional funds by issuing debt securities, these debt securities could impose significant restrictions on our operations. Any such required financing may not be available in amounts or on terms acceptable to us, and the failure to procure such required financing could have a material and adverse effect on our business, financial condition and results of operations, or threaten our ability to continue as a going concern.
We may not be able to acquire additional funds on acceptable terms, or at all. If we are unable to raise adequate funds, we may have to delay, reduce the scope of or eliminate some or all of our planned exploration programs. If we do not have, or are not able to obtain, sufficient funds, we may be required to delay further exploration or development. We also may have to reduce the resources devoted to our exploration efforts or cease operations. Any of these factors could harm our business.
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We have no history of mineral production.
We are an exploration stage company and we have no history of mining mineral products from any of our properties. As such, any future revenues and profits are uncertain. There can be no assurance that any of our Projects 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.
We may not achieve exploration success on our mineral resource projects.
Exploration for mineral resources is highly speculative, and few properties that are explored are ultimately developed into producing mines. Our mineral resource projects are subject to all of the risks and uncertainties inherent in mineral resource exploration and development activities, including, without limitation: commodity price fluctuations, general economic, market and business conditions; regulatory processes and actions; failure to obtain necessary permits and approvals; technical challenges; new legislation; ability to raise further capital to fund; competitive and general economic factors and conditions; uncertainties resulting from potential delays or changes in plans; occurrence of unexpected events; and, management’s capacity to execute and implement its future plans. There can be no assurance that we will be successful in overcoming these risks, and we may not achieve exploration success on any of our mineral resource projects.
Further, even if commercial quantities of ore are discovered with respect to any of our Projects, we cannot assure you that it will be developed and brought into commercial production, whether as expected or at all. The commercial viability of a mineral deposit once discovered is dependent upon a number of factors, most of which are beyond our control and may result in us not receiving adequate return on investment capital. Our ability to achieve exploration success with any of our Projects, or ones we may acquire in the future, is also dependent upon the services of appropriately experienced personnel and/or third-party contractors who can provide such expertise. There can be no assurance that we will have available to us the necessary expertise when and if we bring any of our mineral resource projects into production.
We have no history of uranium extraction and sales. Our ability to generate revenue is subject to a number of factors, any one or more of which may adversely affect our financial condition and operating results.
We have no history of uranium extraction and generating revenue. If we are unable to directly develop existing uranium projects, such as our Black Lake Uranium Project or our Engo Valley Uranium Project, into uranium mines from which we can commence uranium extraction, it will negatively impact our ability to generate revenues. Any one or more of these occurrences may adversely affect our financial condition and operating results.
Fluctuations in the price of uranium and alternate sources of energy could have an adverse effect on our uranium projects and our securities.
The price of our securities will be sensitive to fluctuations in the price of uranium. Historically, fluctuations in the price of uranium have been, and are expected to continue to be, affected by numerous factors which are beyond our control. Such factors include, without limitation, demand for nuclear power, political and economic conditions in uranium producing and consuming countries, public and political response to a nuclear accident, improvements in nuclear reactor efficiencies, reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails, sales of excess inventories by governments and industry participants, and production levels and production costs in key uranium producing countries.
In addition, nuclear energy competes with other sources of energy like oil, natural gas, coal and hydroelectricity. These sources are somewhat interchangeable with nuclear energy, particularly over the longer term. If lower prices of oil, natural gas, coal and hydroelectricity are sustained over time, it may result in lower demand for uranium concentrates and uranium conversion services, which, among other things, could lead to lower uranium prices. Growth of the uranium and nuclear power industry will also depend on continuing and growing public support for nuclear technology to generate electricity. Unique political, technological and environmental factors affect the nuclear industry, exposing
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it to the risk of public opinion, which could have a negative effect on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident at a nuclear reactor anywhere in the world could affect acceptance of nuclear energy and the future prospects for nuclear generation.
All of the above factors could have a material and adverse effect on our ability to obtain the required financing in the future or to obtain such financing on terms acceptable to us, resulting in material and adverse effects on our exploration programs, our uranium projects and our financial condition.
The uranium industry is subject to influential political and regulatory factors which could have a material adverse effect on our business and financial condition.
The international uranium industry, including the supply of uranium concentrates, is relatively small, competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing and trade of uranium is subject to political changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and/or taxes and political sanctions). International agreements, governmental policies and trade restrictions are beyond our control. Changes in regulatory requirements, customs, duties or taxes may affect the availability of uranium, which could have a material adverse effect on our business and financial condition.
The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.
Uranium exploration and pre-extraction programs and mining activities are subject to numerous stringent laws, regulations and standards at the international, federal, state and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources.
The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the jurisdictions in which we operate, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency or special interest group may also have a material adverse effect on our operations.
Uranium exploration and pre-extraction programs and mining activities are also subject to stringent environmental protection laws and regulations at the international, federal, state and local levels. These laws and regulations include permitting and reclamation requirements, and regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.
Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs.
To the best of our knowledge, our operations are currently in compliance, in all material respects, with all applicable laws, regulations and standards. If we become subject to liability for any violations, we may not be able or may elect not to insure against such risk due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.
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Major nuclear incidents may have adverse effects on the nuclear and uranium industries.
The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electricity generation may be adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting the Company’s operations and prospects. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electricity generation.
The price of alternative energy sources affects the demand for and price of uranium.
The attractiveness of uranium as an alternative fuel to generate electricity may be dependent on the relative prices of oil, gas, wind, solar, coal and hydro-electricity and the possibility of developing other low-cost sources of energy. If the prices of alternative energy sources decrease or new low-cost alternative energy sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium.
Our mineral resources or reserves may be significantly lower than expected or as currently published.
We are in the exploration stage and our planned principal operations have not commenced. There is currently no commercial production on any of our Projects.
In July 2023, we completed the PEA for the Snow Lake LithiumTM Project, which considered a mine plan consisting of underground mining on both deposits, with an initial open pit on the Grass River deposit. The PEA 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 PEA. 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 PEA will be realized. Unlike mineral reserves, mineral resource estimates do not have demonstrated economic viability. Due to a number of factors, including the current state of the lithium market and warmer than normal winter weather conditions in Northern Manitoba during early 2024, we did not undertake a planned winter drilling campaign. During 2024, we will complete our second year of environmental baseline data collection. Additional exploration, including additional infill drilling, and drilling of the open extensions of both the Thompson Brothers and Grass River deposits, will be limited during 2024 due the factors described above. We are of the view that the Snow Lake Lithium™ Project does not have the scale, size, grade or project economics to make it an attractive exploration project at the present time given the current lithium pricing environment. While we do not intend to abandon the Snow Lake Lithium TM Project, further exploration activities have been limited until such time as the lithium market recovers, lithium prices recover, investor interest in the lithium sector returns, and capital once again becomes available to fund exploration and development of lithium projects.
Even if we prove reserves on the Snow Lake Lithium™ Project in the future, 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.
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Lithium mining and production is relatively new to the Province of Manitoba and the Snow Lake area.
Lithium mining has occurred at the Tanco mine located north east of Winnipeg, but the mining and processing of lithium ore has not previously been undertaken in or near the Snow Lake region of Manitoba. Locating the necessary experts and work force that are familiar with and trained in this particular mining process may be a challenge and our success may be hindered by the lack of historical familiarity with the processes and challenges faced in lithium mining and production.
Mineral exploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us.
Exploration and mining operations generally involve a degree of risk. Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of lithium and uranium, 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 exploration 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 our Projects.
Our future success will largely depend upon our ability to successfully explore, develop and manage our Projects. In particular, our success is dependent upon management’s ability to implement our strategy, to develop the project and to maintain ongoing production from the mines that are developed.
Development of any, some or all of our Projects 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, vendors, joint venture partners, and contractors;
●inability to attract and retain a sufficient number of qualified workers;
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●unforeseen escalation in anticipated costs of exploration and development, or delays in construction, or adverse currency movements resulting in insufficient funds being available to complete planned exploration and development;
●increases in extraction costs including energy, material and labor costs;
●changes in the supply of, demand for, and prices of, uranium or lithium;
●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 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 the prospects of our lithium Projects.
Currently lithium is a key metal used in batteries, including those used in EVs. However, the technology pertaining to batteries, EVs 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 the prospects of our lithium Projects.
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 uranium or 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
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applicable to sites not yet in production and to expanded operations. Successful mining operations will be reliant upon the availability of processing and refining facilities and secure transportation infrastructure at the rate of duty over which we may have limited or no control. Any liabilities that we incur for these risks and hazards could be significant and the costs of rectifying the hazard may exceed our asset value.
Infrastructure required to carry on our business may be affected by unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure.
Exploitation of our Projects 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 our Projects. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings on our part. 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 or mining license, or the cost to obtain or renew a license or permit may exceed what we believe we can recover from a specific 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. Our financial statements included elsewhere in this Annual Report 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 Black Lake Uranium Project, the Snow Lake Lithium™ Project, and the Shatford Lake Project may face indigenous land claims.
The Black Lake Uranium Project , the Snow Lake Lithium™ Project, and the Shatford Lake 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 Black Lake Uranium Project, the Snow Lake Lithium™ Project, and the Shatford Lake 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 such Projects are 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, and potentially provide compensation, in order to facilitate exploration and development work on the Black Lake Uranium Project, the Snow Lake Lithium™ Project, and the Shatford Lake 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 Black Lake Uranium Project, the Snow Lake Lithium™ Project, and the Shatford Lake Project.
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Volatility in lithium prices and lithium demand has made it currently commercially unfeasible for us to develop our lithium projects, and we cannot assure you when, if ever, such prices and demand will improve to a level that will make development of our lithium projects commercially feasible.
Until recently, the Snow Lake Lithium™ Project constituted our sole material property. The development of our Snow Lake Lithium™ Project and our Shatford Lake Project is dependent on the continued growth of the lithium market, and the continued increased demand for lithium chemicals by emerging producers of EVs 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.
The lithium market is currently depressed. Lithium prices continue to remain low after a stratospheric rise in 2022, followed by a precipitous 80% drop during 2023. Demand for lithium continues to be weak, and a number of major global lithium producers continue to curtail production until the lithium market and lithium prices recover. When the PEA on the Snow Lake Lithium™ Project was prepared in July 2023, the price of lithium concentrate was approximately USD$3,500 per tonne. Recently, prices have hovered around the USD$800 per tonne. The dramatic drop in lithium concentrate prices has had a significant negative effect on the project economics of the Snow Lake Lithium™ Project. Project economics are affected by a number of internal and external factors. Internal factors include the size, grade, throughput, cut-off grade, mine plan, infrastructure, permitting and project debt capacity of the project. External factors include the lithium market, lithium prices, supply and demand for lithium, current lithium producers, lithium development projects, and availability of exploration, development and construction financing.
In reviewing the Snow Lake Lithium™ Project, we considered the following adverse internal factors:
·the scale of the project is relatively small, and it does not enjoy the economies of scale of a larger, higher-grade project;
·the mineral resource estimate is relatively small, when calculated at historical lithium prices, and would become smaller if calculated at current lithium prices;
·the grade is relatively low;
·the project is relatively remote and will require extensive infrastructure to support development and operations, including power, water, highway and rail transportation, at significant cost;
·the net present value and internal rate of return, at current lithium prices, will be reduced from those at previous lithium prices; and
·overall project economics at current lithium prices will be reduced to the point where the project will probably not generate a net present value and rate of return that would be attractive to investors, and as such would not support further exploration, development and/or construction financing.
In reviewing the Snow Lake Lithium™ Project, we considered the following adverse external factors:
·the lithium market is currently depressed, and industry experts do not forecast a recovery in the near term;
·lithium prices suffered an 80% drop in 2023, have continued to drop in 2024, and have not yet shown any signs of a sustained recovery;
·In response to these lower prices, some lithium supply has already been curtailed as major global lithium producers have scaled back production until lithium prices recover;
·lithium demand remains weaker than has been previously forecast, with recovery in demand in the near term to be driven by recovery of growth in the EV market;
·competition amongst lithium exploration and development companies for projects, personnel and financing is intense; and
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·financing will be provided to those companies whose projects have size, scale, grade, infrastructure, and project economics that are superior to others.
There is considerable uncertainty as to when demand and prices will recover. Competition amongst lithium exploration and development companies, particularly in Canada, is intense and few projects will ultimately proceed through development, permitting, financing, construction and into commercial production. At current lithium prices, only a few lithium development projects would have the size and scale such that they can be considered economic, and as a result, only a few, will be able to secure the financing necessary to be explored, developed and placed into production.
One of the principal drivers of lithium demand is the EV market. While the EV market remains strong in China, uptake of EVs has slowed in North America and major North American original equipment manufacturers, or OEMs, have slowed, curtailed or abandoned EV programs, as the demand for EVs remains lower than has been previously forecast. North American OEMs are continuing to add hybrid vehicles to their product offerings, as the demand for pure EVs remains low. In addition, both North America and Europe are applying tariffs to foreign produced EVs.
As a non-revenue generating company, we are dependent upon the capital markets to raise financing to fund our exploration activities. At the present time, given the current state of the lithium market, and the state of the EV transition in North America, we believe there is little investor interest in lithium projects, and hence, little to no ability to raise financing to explore lithium projects.
There can be no guarantee that our interests in our mineral resource projects are free from any title defects.
We have taken all reasonable steps to ensure, we have proper title to the Black Lake Uranium Project, the Engo Valley Uranium Project, the Snow Lake Lithium™ Project, and the Shatford Lake Project. However, there can be no guarantee that our interests in such Projects are 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, we will also be required to recruit additional qualified key financial, administrative, operations and marketing personnel. Competition for such personnel is intense, and there is no guarantee that we will be able to attract and keep such qualified personnel. Failure to recruit and/or retain such qualified personnel, 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 our Projects that may be conducted by applicable regulatory authorities.
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Although the exploration activities on our current Projects have been and, we expect, will continue to be carried out in accordance with all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existing laws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New laws and regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringent implementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditures costs, or reduction in levels of exploration, development and/or production.
Failure to comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburse any parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposed against us for infringement of applicable laws or regulations.
Failure to comply with environmental regulation could adversely affect our business.
All phases of our operations with respect to our existing Projects 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 any of our current Projects 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. GAAP.
We report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and 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.
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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 uranium and lithium mining sectors in particular, are very competitive. Our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment.
As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees or we may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition, results of operations and future prospects as well as our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.
Our executive officers are engaged in other business activities and, accordingly, may not devote sufficient time to our business affairs, which may affect our ability to conduct operations.
Our Chief Executive Officer is an employee and devotes substantially all of his time to our business. Some of our other executive officers are engaged as consultants under independent contractor agreements rather than as employees and, as such, they have been and are involved in other business activities and have consulting clients in addition to working for us. Although we expect that as our business operations ramp up such executive officers will devote substantially all of their time to our business, as a result of the other business endeavors that they are currently engaged in, such executive officers may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations. In addition, management of our company may be periodically interrupted or delayed as a result of these officers’ other business interests.
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 our Projects 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.
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If actual results are less favorable than we currently estimate, our business, results from operations, financial condition and liquidity could be materially adversely affected.
We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure and have uncertain returns.
We may seek to expand through future acquisitions of either companies or properties, however, there can be no assurance that we will locate attractive acquisition candidates, or that we will be able to acquire such candidates on economically acceptable terms, if at all, or that we will not be restricted from completing acquisitions pursuant to contractual arrangements. Future acquisitions may require us to expend significant amounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integrating personnel with disparate backgrounds and combining different corporate cultures.
Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations about mineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas new to us; and (viii) the loss of key employees and/or key relationships at the acquired project.
At times, future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligence prior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that 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.
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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.
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 U.S. Securities Exchange Act of 1934, as amended, or 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 U.S. Securities and Exchange Commission, or SEC, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, or PCAOB, 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.
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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 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, liquidity, and minimum bid price 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.
On December 7, 2023, we received a written notification from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of our common shares had been below US$1.00 per share for 30 consecutive business days. In accordance with Nasdaq rules, we had a period of 180 calendar days (or until June 4, 2024) to regain compliance with the minimum bid price requirement. On January 11, 2024, we received written notification from the Nasdaq that we had regained compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of our common shares had been above US$1.00 per share for 10 consecutive business days.
Subsequently, on May 24, 2024, we received another written notification from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of our common shares had been below US$1.00 per share for 30 consecutive business days. In accordance with Nasdaq rules, we have a period of 180 calendar days (or until November 20, 2024) to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common shares must meet or exceed US$1.00 for at least 10 consecutive business days during this 180-calendar day period. In the event we do not regain compliance by November 20, 2024, we may be eligible for an additional 180 calendar day grace period if we meet the continued listing requirement for market value of publicly held shares (US$1.0 million) and all other Nasdaq initial listing standards, with the exception of the bid price and we provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If it appears to Nasdaq that we will not be able to cure the deficiency, or if we are not otherwise eligible for additional time to regain compliance, our common shares will be subject to delisting by Nasdaq. We may still appeal Nasdaq’s determination to delist our common shares, and during any appeal process, our common shares would continue to trade on Nasdaq. We cannot assure you that we will regain compliance with the minimum bid price requirement by November 20, 2024 or qualify for an additional 180 calendar day grace period in the event we are unable to satisfy the minimum bid price requirement by November 20, 2024. In the event of a Nasdaq determination to delist our common shares, we cannot assure you that our appeal, if any, against such determination, will be successful.
Should we regain compliance, we cannot assure you that we will not, in the future, fail to comply with Nasdaq’s requirements to maintain the listing of our common shares on Nasdaq, or that we will be able to regain compliance in the event of any such non-compliance. 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.
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 uranium or lithium, may have a significant impact on the market price of the common shares.
There may not be an active liquid market for our common shares and there is no guarantee that an active trading market for our common shares will be maintained.
Prior to the listing of our common shares on Nasdaq in November 2021, there was no public market for our common shares. There may not be an active liquid market for our common shares. There is no guarantee that an active trading market for our common shares will be maintained. 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. The lack of an active trading market may result
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in a decline of the prices at which our securities trade, 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 trading price of our common shares has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described in this “—Risk Factors” section. In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of equity securities in 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.
Factors that may cause our common shares to fluctuate include, without limitation:
●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;
●changes in the supply, demand, and prices, of uranium and lithium;
●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;
●results of our exploration or development efforts;
●general economic, industry and market conditions;
●sales or other issuances of securities by us or the expectation that such sales or other issuances will occur;
●our ability to maintain the listing of our common shares on Nasdaq;
●speculation about us or our business in the media, online forums, or investment community; and
●other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
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.
In addition, in the past, securities class action litigation has often been instituted against companies following periods of volatility in their share price. This type of litigation, if instituted against us, could result in substantial costs to us and divert our management’s attention and resources, which could seriously harm our business, financial condition, results of operations and prospects.
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Because we have no current plans to pay cash dividends on our common shares, you may not receive any return on investment unless you sell your common shares for a price greater than that which you paid for it.
We have never declared or paid cash dividends on our common shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our common shares in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that may restrict our ability to declare or pay cash dividends on our common shares. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. Further, under the terms of The Corporations Act (Manitoba), or the MCA, we are prohibited from declaring or paying a dividend if our board has reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due, or the realizable value of our assets would thereby be less than the aggregate of our liabilities and stated capital. We may not pay any dividends on our common shares in the foreseeable future. As a result, capital appreciation, if any, of our common shares will be your sole source of gain for the foreseeable future.
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 MCA. 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 Annual 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
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●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 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 are an “emerging growth company” as defined in the U.S. Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take, have taken, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.
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$1.235 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 is US$700 million or more as of the last business day of our most recently completed second fiscal quarter.
Because we are 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
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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 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.
A single 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.
As of October 22, 2024, a single major shareholder, Nova Minerals Limited, or Nova, owned approximately 23.07% 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. As of the date of this Annual Report, there are no existing lock up agreements with respect to our common shares.
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
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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 corporation organized outside the United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (i) at least 75% of its gross income is “passive income” or (ii) 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, 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 our current taxable year, based on the expected composition of our income and assets and the value of our assets, including goodwill, 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 U.S. Internal Revenue Service, or IRS. Accordingly, there can be no assurance that our conclusions regarding our status as a PFIC for our current 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 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.
The U.S. federal income tax rules relating to PFICs are very complex. Current and prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on their 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.
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 MCA on May 25, 2018. We currently have five wholly owned subsidiaries, Snow Lake Exploration Ltd., Snow Lake (Crowduck) Ltd., Global Uranium Acquisition Corp Pty Ltd., Snow Lake Investments (US) Ltd., and Snow Lake Exploration (US) Ltd. We also hold a majority interest in Engo Valley Pty Ltd.
Snow Lake Exploration Ltd. was incorporated by us on May 25, 2018 in Manitoba, Canada, and is an operating company formed to conduct the exploration and development of mineral resources.
Snow Lake (Crowduck) Ltd. was incorporated by us on May 25, 2018 in Manitoba, Canada, and is an asset holding company that holds all of the ownership interests in 133 mineral claims on the Snow Lake Lithium™ Project.
Global Uranium Acquisition Corp Pty Ltd. is a private Australian asset holding company, incorporated on March 22, 2024, that holds the option to acquire all of the ownership interests in the 20 mineral claims on the Black Lake Uranium Project. Details of the transaction relating to our acquisition of Global Uranium Acquisition Corp Pty Ltd. is described further below.
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Engo Valley Pty Ltd. is a private Australian asset holding company, incorporated on February 9, 2024, that holds an 85% interest in Namibia Minerals and Investment Holdings (Proprietary) Limited, the Namibian private company that holds EPL-5887. EPL-5887 hosts the Engo Valley Uranium Project. Details of the transaction relating to our acquisition of a majority interest in Engo Valley Pty Ltd. is discussed further below.
Snow Lake Exploration (US) Ltd., was incorporated in Delaware on April 2, 2024, and is an asset holding company that holds our majority interest in Engo Valley Pty Ltd.
Snow Lake Investments (US) Ltd. was incorporated in Delaware on April 2, 2024, and does not currently have any operations or assets.
Corporate Information
Our corporate address is, 360 Main St 30th Floor, Winnipeg, MB R3C 4G1, Canada. Our telephone number is (204) 815-5806 and our company email address is info@snowlakelithium.com.
Our registered office is located at 360 Main St 30th Floor, Winnipeg, MB R3C 4G1, Canada.
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168.
Our website can be found at https://snowlakeenergy.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. We have included our website address in this Annual Report solely as an inactive textual reference.
Recent Developments
On July 17, 2023, we announced the appointment of Frank Wheatley as our Chief Executive Officer 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 Technical Report Summary of Initial Assessment, dated August 9, 2023, with an effective date of July 12, 2023, or the PEA, compliant with Regulation S-K 1300, or S-K 1300, assessing the potential mineral resources of the Snow Lake Lithium™ Project. The PEA was prepared by ABH Engineering Inc. of Vancouver, BC in accordance with the SEC requirements under S-K 1300. The PEA considered a mine plan consisting of underground mining on both deposits, with an initial open pit on the Grass River deposit. Metallurgical testwork has demonstrated that conventional lithium process technologies of dense media separation and floatation will provide robust recoveries. The PEA contemplated that tailings would ultimately be backfilled underground, with no permanent tailing facility above ground. The PEA also looked at the possibility of direct shipping ore, or DSO, as an early cash flow generating opportunity to use revenue from DSO sales to offset initial capital costs to construct the mine and processing facility. The PEA 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 PEA. 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 PEA will be realized. Unlike mineral reserves, mineral resource estimates do not have demonstrated economic viability.
On September 21, 2023, we closed our best-efforts flow-through financing through the issuance of 2,133,979 common shares at a price of C$3.6117 (or approximately US$2.67) per common share, for gross proceeds of C$7,707,292 (or approximately US$5,697,710), or the September 2023 Offering. The proceeds of the September 2023 Offering was used for exploration activities on our Canadian mineral projects. The shares were offered for purchase and sale to purchasers in the province of Manitoba on a private placement basis under Canadian law. The September 2023 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 SEC under the Securities Act.
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On October 5, 2023, the Company announced the final set of results from the 2022/2023 winter-spring drill program at its 100% owned Snow Lake 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.
On December 8, 2023, we announced that we had received a written notification from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of our common shares had been below US$1.00 per share for 30 consecutive business days. On January 12, 2024, we announced that on January 11, 2024, we received a written notification from Nasdaq that we had regained compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of our common shares had been above US$1.00 per share for the prior 10 consecutive business days.
The Company commenced proceedings in 2023 in Manitoba and Ontario requesting a re-assessment of legal accounts issued by the Company’s former legal advisors. These proceedings were resolved in 2023 resulting in collective payments to the Company of approximately $150,000.
On January 30, 2024, we announced that we had signed an option agreement with ACME Lithium Inc., (“ACME”), pursuant to which ACME granted us the option to earn up to a 90% undivided interest in the mineral claims held by ACME at its Manitoba lithium pegmatite project areas, located in south eastern Manitoba, Canada, or the Shatford Lake Project.
We may exercise the option by paying a total cash amount of C$800,000 and incurring a total of C$1.8 million in exploration and development expenditures, in each case over a two-year period.
Once we have earned a 90% undivided interest in the Shatford Lake Project, and completed a positive feasibility study, a joint venture between us and ACME will be formed for further development, the detailed market standard terms and conditions of which will be agreed at the time of formation of the joint venture.
Upon formation of the joint venture: (i) we will hold a 90% interest, and ACME will hold 10% interest in the joint venture, (ii) our interest will be a 90% participating interest in the joint venture, but will fund 100% of all expenditures until the completion of a positive feasibility study, and (iii) ACME will retain a 10% free carried interest, without the need to contribute to expenditures until the completion of a positive feasibility study on the Shatford Lake Project.
The Shatford Lake Project is comprised of 37 mineral claims located over three project areas, being Shatford Lake, Birse Lake, and Cat-Euclid Lake, totaling approximately 17,000 acres. The project is located in the Bird River Greenstone Belt in southeastern Manitoba, Canada. The region hosts hundreds of individual pegmatite bodies, many of which are classified as complex rare-element lithium-cesium-tantalum, or LCT, pegmatites. Thirty-one of the mineral claims are contiguous to the south of Sinomine Corporation’s Tanco Mine, an LCT producer since 1969.
We do not consider the ShatfordLake Project material at this time.
Geological Setting of Shatford Project
The Shatford Project straddles a 15 kilometers long structural trend of the Greer-Shatford Shear Zone with numerous pegmatite dykes and favorable host rocks. It is situated in the southern limb of the Bird River greenstone belt in southeastern Manitoba. The region hosts hundreds of individual pegmatite bodies, many of which are classified as complex rare-element LTC pegmatites - known to account for a quarter of the world's lithium production.
The northeast corner of the Shatford Lake Project borders the mineral lease of the Tanco mine, with the Buck, Pelgi, and Dibs pegmatites nearby.
Tanco Mine
Tantalum Mining Corporation of Canada Ltd. ("Tanco") is 100% owned and operated by Sinomine (Hong Kong) Rare Metals Resource Co., and operates the Tanco mine located on the northwest shore of Bernic Lake, Lac du Bonnet, Manitoba. The Tanco mine pegmatite orebody was discovered in the late 1920's and the Tanco mine has been in commercial operation producing lithium in Manitoba for more than 50 years. In addition to lithium concentrate for the lithium battery market, the Tanco mine produces cesium-based products for the North American market.
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On May 23, 2024, we announced that field crews had initiated the 2024 exploration program on the Shatford Lake Project.
2024 Exploration Program
We, together with Critical Discoveries, a private geological services consulting company, designed a multi-phase exploration program for 2024 for the Shatford Lake Project, which includes:
·compiling and analyzing all past exploration data generated by ACME, including all geophysical and geochemical data, as well as past drilling results, in order to identify targets for field work;
·initial prospecting and mapping, focusing on the northwest corner of the Shatford Lake Project and then expanding to cover the balance of the project. Initial prospecting activities to date have included the discovery of numerous pegmatites under heavy overburden. Samples have been taken and submitted to an assay lab for analysis;
·depending on assay results and receipts of permits, a program of up to 2,000 meters of diamond drilling, spread over approximately 10 holes of approximately 200 meters each, and further dependent upon appropriate drill target identification from the previous phases of the program; and
·compilation and evaluation of all field data, assay results, and drill results from the 2024 exploration program.
Initial prospecting and mapping focused on the northwest corner of the Shatford Lake Project and then expanded to cover the balance of the project.
Initial prospecting activities included the discovery of multiple pegmatites under heavy overburden. Samples have been taken and submitted to the assay lab for analysis.
On September 4, 2024 and October 16, 2024, we provided further updates on the exploration program on the Shatford Lake Project. The 2024 prospecting/reconnaissance program has been successfully completed. There was a significant discovery of a >
Results included the discovery of numerous pegmatites under heavy overburden.
Phase 3 is intended to be a program of up to 2,000 meters of diamond drilling, spread over approximately 10 holes of approximately 200 meters each, and will not be completed during 2024 as permits are not yet in place and the weather window for drilling has largely closed. Phase 4 will be compilation and evaluation of all field data, assay results, and drill results from and drill program.
Geological Setting of Shatford Lake Project
The Shatford Lake Project straddles a 15 kilometers long structural trend of the Greer-Shatford Shear Zone with numerous pegmatite dykes and favorable host rocks. It is situated in the southern limb of the Bird River greenstone belt in southeastern Manitoba. The region hosts hundreds of individual pegmatite bodies, many of which are classified as complex rare-element LCT pegmatites - known to account for a quarter of the world's lithium production.
The northeast corner of the Shatford Lake Project borders the mineral lease of the Tanco mine, with the Buck, Pelgi, and Dibs pegmatites nearby.
The Shatford Lake Project is comprised of 37 mineral claims located over three project areas - Shatford Lake, Birse Lake, and Cat-Euclid Lake, totaling approximately 17,000 acres. The project is located in the Bird River Greenstone Belt in southeastern Manitoba. Thirty-one (31) of the mineral claims are contiguous to the south of Sinomine Corporation's world class Tanco Mine, an LCT producer since 1969.
Muskrat Dam Project
On February 5, 2024, the Company entered into an option agreement (the “Muskrat Dam Option Agreement”) with a private Manitoba company (“Manco”) to acquire a 90% undivided interest in a group of mineral claims in the Muskrat
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Dam Lake area of Western Ontario, near Kenora and the border with Manitoba (the “Muskrat Dam Project”). Pursuant to the Muskrat Dam Option Agreement, Manco granted the Company the Option to earn up to a 90% undivided interest in the Muskrat Dam Project upon the following terms and conditions:
·Cash payment of $50,000;
·Issuance of an aggregate of 500,000 common shares; and
·Issuance of an aggregate of 2,000,000 warrants to purchase 2,000,000 common shares at a price of USD $1.50 per share for a period of 5 years.
As part of its continued transition to a clean energy company, the acquisition of its two uranium projects, the current state of the lithium market, and the grass-roots nature of the project, the Company decided that the Muskrat Dam Project did not fit with the Company’s strategic plan. Accordingly, the option agreement was amended and terminated on June 28, 2024, and the Company issued an aggregate of 3,500,000 shares in consideration for the termination. The 2,000,000 warrants previously issued were cancelled.
On February 14, 2024, we issued 60,000 common shares upon the exercise of 60,000 restricted share units, or RSUs, previously granted to various directors.
On February 20, 2024, we issued 325,000 common shares as a result of a debt settlement.
In February 2024, our company, OG Acquisition 2 Corp., a private British Columbia company, or OG, Engo Valley Pty Ltd, a private Australian company, or Engo Valley, and Namibia Minerals and Investment Holdings (Proprietary) Limited, a private Namibian company, or NMIH, entered into a binding letter of intent, as amended by agreements dated March 15, 2024 and June 30, 2024, pursuant to which we agreed to acquire up to 100% of Engo Valley, which holds an 85% interest in NMIH, which in turn, is the sole registered and beneficial owner of 100% of the right, title and interest in Exclusive Prospecting License 5887, or EPL-5887. EPL 5887 hosts the Engo Valley Uranium Project. EPL-5887 covers an area of 69,530 hectares, is valid until February 12, 2026, and covers base and rare metals, industrial minerals, non-nuclear fuel mineral, nuclear fuel minerals, precious metals and precious stones.
On February 21, 2024, we announced that we had begun our transition to a diverse clean energy company with exclusive option to acquire interests in the Engo Valley Uranium Project.
The Engo Valley Uranium Project is located in the Skeleton Coast, in the Opuwo District of the Kunene Region, along the coast of northwest Namibia, approximately 600 kilometers north of Swakopmund, Namibia. Uranium mineralization was discovered in 1973 and exploration was conducted intermittently by Gencor between 1974 and 1980. The project is accessible from the south via 190km of desert track roads from Mowe Bay, via the Sarusas mine. To the east there are unconfirmed track roads that connect the project area to the settlement of Orupembe.
EPL 5887 is registered in the name of the NMIH. The License was granted for industrial minerals, non-nuclear fuel minerals, nuclear fuel minerals, precious metals and precious stones, which includes uranium. On March 6, 2024, we announced that the 5887 License had been renewed by the Namibian Ministry of Mines and Energy and is valid until February 12, 2026.
An environmental clearance certificate was issued by the Namibian Ministry of the Environment to the NMIH for a period of three years and is valid until at least August 15, 2024, permitting exploration work on the License. Application for renewal of the environmental clearance certificate has been made to the Namibian Ministry of the Environment, and is pending renewal.
In July 2024, we entered into a share purchase agreement with the shareholders of Engo Valley, or the Engo Valley Shareholders, Engo Valley, OG, and NMIH, to acquire Engo Valley in two stages, as follows:
(i)We acquired an initial 80% undivided interest in Engo Valley, which represents a 68% undivided interest in NMIH, or the First Stage Interest, by (a) paying to OG, upon the execution of the binding letter of intent, a cash amount of US$250,000, (b) incurring exploration expenditures of a minimum of US$200,000 on the Engo Valley Uranium Project on or prior to July 31, 2024, and (c) issuing to Engo Valley and its designees, on August 7, 2024 (being the closing date of the First Stage Interest), an aggregate of 2,024,496 of our common shares, or the First Stage Shares, being the common shares calculated by dividing US$2.0 million by the 5-day volume weighted average price of our common shares as of a specified date (which was US$0.9879). In accordance with the terms of the share purchase agreement, 50% of the First Stage Shares
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issued to Engo Valley and its designees have vested. The remaining 50% of the First Stage Shares have been placed in escrow, and will vest and be released from escrow upon the completion of an SK-1300 compliant mineral resource estimate on the Engo Valley Uranium Project; provided, that such unvested First Stage Shares will be cancelled if the SK-1300 compliant mineral resource estimate is not completed on or before June 30, 2025.
(ii)We will acquire an additional 20% undivided interest in Engo Valley, which represents a 17% undivided interest in NMIH, or the Second Stage Interest, upon our incurring additional exploration expenditures of a minimum of US$800,000 on the Engo Valley Uranium Project on or before June 30, 2025; provided that any expenditures we incurred in excess of the US200,000 minimum exploration expenditures in connection with our acquisition of the First Stage Interest will be credited against the expenditure commitment for the Second Stage Interest.
Our acquisition of the First Stage Interest was completed on August 7, 2024.
After our acquiring of the Second Stage Interest, we will be obligated to make the following payments to Engo Valley, in the form of our common shares, upon the achievement of the following milestones:
(i)Milestone Payment No. 1: In the event an SK-1300 compliant technical report determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 10 million pounds with a minimum average grade of 250 parts per million, or ppm, U3O8, we will issue to Engo Valley or as it directs, an aggregate of 1,030,927 of our common shares, being the common shares calculated by dividing US$1,000,000 by the closing price of our common shares on February 20, 2024, as reported by the Nasdaq Capital Market (which was USD$0.97); and
(ii)Milestone Payment No. 2: In the event an SK-1300 compliant technical report determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 25 million pounds with a minimum average grade of 250 ppm U3O8, we will issue to Engo Valley or as it directs, an aggregate of 1,030,927 of our common shares, being the common shares calculated by dividing US$1,000,000 by the closing price of our common shares on February 20, 2024, as reported by the Nasdaq Capital Market (which was USD$0.97).
We have designed a multi-phase exploration program for 2024 for the Engo Valley Uranium Project, which includes:
·analysis of all airborne survey data previously flown by the Namibian Government over the project area, together with all other historical exploration reports and data on the project area on file with the Namibian Ministry of Mines and Energy;
·topographical survey of the project site;
·locating all historic drill collars from Gencor’s 1970 drilling campaign;
·radon cup survey of all historical targets, as well as a number of new targets, in order to verify the historical airborne survey data and to confirm both historic and new drill targets;
·an initial 1,500-meter reverse circulation drill program to twin the historical drill holes, and to begin an in-fill grid pattern between the historical drill holes; and
·downhole radiometrics on each of the new drill holes.
Exploration field crews began mobilizing to site in May 2024 in order to undertake the field portion of Phase 1 of the program. Results from the radon cup survey, the initial phase of drilling, and the downhole gamma logging, will inform a second round of drilling. The two phases of drilling are designed to both test the validity of the various exploration targets and to produce an initial SK-1300 compliant mineral resource estimate.
On June 21, 2024, we provided a further update on the exploration program underway on the Engo Valley Uranium Project.
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The two initial components of the 2024 field program, (i) a topographical survey of the project site and (ii) locating all historic drill collars from Gencor's 1970 drilling campaign, had been completed.
The initial phase of a RadonX™ cup survey, where a total of 1,752 radon cups were deployed at a line and cup spacing of 400 meters and 200 meters, respectively, over a survey area of approximately 139 square kilometers, was initiated in late May and completed in early June
The initial phase of this survey successfully identified potentially uraniferous areas indicated by anomalous, and highly anomalous, radon flux. The anomalous zones within the northern portion of the survey area correlate well with historical targets identified by Gencor. The increased extent of these anomalies beyond those identified by Gencor, indicate the potential for extensions to the mineralization delineated by Gencor. The large anomalous area in the southern portion of the survey also correlates well with targets and mineralization identified by Gencor.
Based on these positive results, field crews deployed an infill RadonX™ cup survey over these anomalous areas every 100 meters, along 200-meter spaced survey lines, in order to more accurately identify targets for drill testing.
On July 25, 2024, we announced that after the initial phase of the radon cup survey, a second in-fill radon cup survey was deployed focusing on identified uranium anomalies. With results from both phases of the radon cup survey in hand, drill targets were finalized. The two phases of drilling were designed to both test the validity of the various exploration targets and to produce an initial SK-1300 compliant mineral resource estimate.
On October 22, 2024, we announced the commencement of drilling on the Engo Valley Uranium Project in Namibia, which consists of a two-phase drilling program designed to confirm the existence, and to delineate the extent, of historically documented uranium mineralization. The first phase consists of approximately 1,500 meters of reverse circulation drilling, to both twin and initiate an in-fill grid pattern between the historical drill holes. Downhole radiometrics will be undertaken on each new drill hole, with initial results expected shortly after drilling is completed. A second phase of drilling, consisting of approximately 2,100 meters of reverse circulation drilling, will be undertaken after the first phase to expand the infill grid with spacing sufficient to produce an initial SK-1300 compliant mineral resource estimate.
In May 2024, we entered into a share purchase agreement with the Global Uranium Shareholders and Global Uranium to acquire Global Uranium. Global Uranium is party to a mineral property option agreement with Doctors Investment, dated March 24, 2024, pursuant to which Global Uranium can earn a 100% interest in the Black Lake Uranium Project, as explained further below.
Doctors Investment Group Ltd., a private British Columbia company, or Doctors Investment, is the sole registered and beneficial owner of 100% of the right, title and interest in the mineral claims comprising the Black Lake Uranium Project.
Pursuant to the share purchase agreement we agreed to acquire Global Uranium for the following consideration:
·Payment by us to Global Uranium of an amount of C$50,000, in cash, upon the execution of the letter of intent relating to the acquisition, which amount has been paid;
·Our issuance to the Global Uranium Shareholders of an aggregate of 1,000,000 of our fully paid and non-assessable common shares, or the Initial Snow Lake Shares, upon execution of the share purchase agreement; and
·Our issuance to the Global Uranium Shareholders of an aggregate of 1,000,000 of our fully paid and non-assessable common shares, in the event an SK-1300 compliant technical report determines that there is a uranium mineral resource on the Black Lake Uranium Project of a minimum of 10 million pounds U3O8 with a minimum average grade of 500 ppm U3O8 per tonne.
Our acquisition of Global Uranium was completed on June 21, 2024.
Pursuant to Global Uranium’s mineral property option agreement with Doctors Investment, Global Uranium can earn a 100% interest in the Black Lake Uranium Project, upon the satisfaction of the following conditions:
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(i)Cash Payments: Payment by Global Uranium to Doctors Investment of the following amounts in cash:
(a)C$50,000 within two days of signing the mineral property option agreement, which amount has been paid;
(b)C$150,000 within 30 days of the signing of the mineral property option agreement, which amount has been paid;
(c)C$250,000 on or before the first anniversary of the signing of the mineral property option agreement;
(d)C$350,000 on or before the second anniversary of the signing of the mineral property option agreement;
(e)C$400,000 on or before the third anniversary of the signing of the mineral property option agreement; and
(f)C$600,000 on or before the fourth anniversary of the signing of the mineral property option agreement; and
(ii)Exploration Expenditures. Global Uranium incurring the following exploration expenditures on the Black Lake Uranium Project:
(a)C$500,000 in exploration expenditures on or before the first anniversary of the signing of the mineral property option agreement;
(b)C$500,000 in exploration expenditures on or before the second anniversary of the signing of the mineral property option agreement; and
(c)C$1,000,000 in exploration expenditures on or before the third anniversary of the signing of the mineral property option agreement.
Global has the right under the Option Agreement to accelerate both cash payments and/or the exploration expenditures prescribed under the Option Agreement.
Following the exercise of the option, Global Uranium will grant a 1% net smelter royalty to Doctors Investment upon commencement of commercial production, which net smelter royalty may be purchased by Global Uranium at any time at a cost of C$1,500,000.
The Black Lake Uranium Project is located in the Athabasca Basin, Saskatchewan, Canada, 55 kilometers (or approximately 34 miles) to the northeast of the town of Stoney Rapids, Saskatchewan, Canada. It consists of 20 mining claims covering 18,908 hectares and is divided into four projects, namely, Higginson Lake, Charlebois Lake, Fisher Hayes and Spreckley Lake.
Uranium mineralization was discovered in 1950 and exploration was conducted intermittently by a number of companies during the 1950's and 1970's. The Black Lake Uranium Project is considered to be an exploration stage project with historical, non-modern mining code compliant uranium resources, that would benefit from modern exploration techniques and technology for uranium exploration.
In the Black Lake Uranium Project, uranium mineralization occurs in the local geology consisting of a series of pegmatitic and migmatitic rocks, conformably intermixed with metasedimentary units overlying a granitic gneiss basement. These pegmatitic and migmatitic rocks are found to be locally mineralized with uranium-bearing minerals.
The bedrock in the Black Lake area is composed of an ancient precambrian sedimentary assemblage now folded and fractured and highly metamorphosed by the later granitic intrusive masses. The sedimentary assemblage is thoroughly recrystallized, generally pronounced banded and most are strongly gneissoid or schistose. Pegmatites and related
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migmatites are closely related and mineralogically similar to the granite, but formed later. They form as dykes and sills and are spatially related to the granite - granite gneiss contact with the metasediments. The area is structurally complex.
Black Lake and the surrounding area is known for its uranium and to a lesser extent molybdenum mineralization in pegmatites and migmatite which occurs as lens like, and possibly en-echelon type bodies within dykes and sills. Radioactivity can be traced continuously along strike over several kilometers. Radioactive minerals of most of the mineralized pegmatites and migmatites are primary accessory constituents; however, some are sheared, while others are injected via hydrothermal solutions.
The Black Lake Uranium Project underwent significant exploration during the 1950's and 1970's by a number of companies. The historic programs focused on Higginson Lake and Charlebois Lake and confirmed 28 historic uranium showings. Prior work included a variety of geophysical, geochemical and drilling programs. A total of 13 SMDI (Saskatchewan Mineral Deposit Index) sites have been recorded on the Higginson Lake Project. The Charlebois Project has extensive uranium showings and in addition to mapping, surveying, trenching and a number of shallow drill holes completed during the 1950's.
Fisher Hayes and Spreckley Lake were also subject to scintillometer surveys, trenching and diamond drilling during the 1950's.
On July 24, 2024, the Company provided an update on its Black Lake Uranium Project.
2024 Exploration Program
We have designed a multi-phase exploration program for 2024 for the Black Lake Uranium Project, which includes:
·compiling, digitizing and reviewing all historical exploration plans, maps, geological reports, survey reports, assessment reports, all previous geologic, radiometric, and scintillometer surveys, assay results from prior diamond drilling programs on the Higginson Lake, Charlebois Lake and Spreckley Lake project areas from prior companies’ exploration programs in the 1950’s and 1970’s;
·an airborne survey over the entire Black Lake Uranium Project area;
·upon receipt of permits, a program of prospecting and mapping and ground geophysics, focusing on areas of known mineralization, in order to assist in locating high-value drill targets; and
·upon receipt of permits, a program of diamond drilling, which is intended to be a program of up to 2,000 meters of diamond drilling, spread over approximately 10 holes of approximately 200 meters each, dependent upon appropriate drill target identification from prior phases of the program. Based upon successful drilling, the objective of the 2024 work program would be to produce an initial SK-1300 compliant mineral resource estimate.
On May 8, 2024, we held our annual general and special meeting of our shareholders, or the 2024 Annual Meeting, at which our shareholders passed a special resolution authorizing and approving our continuance from the Province of Manitoba into the Province of Ontario, or the Continuance, under the Business Corporations Act (Ontario), or the OBCA, and to effect, at such time as our board deems appropriate, but in any event no later than three years after the 2024 Annual Meeting, such Continuance in accordance with the MCA, and the OBCA, subject to our board of directors’ authority to decide not to proceed with the Continuance.
If the Continuance is effected, we will become a corporation under the laws of the Province of Ontario as if we had been incorporated under the OBCA. While the Continuance, if effected, will not, by itself, result in any change of our business or our assets or liabilities, or in the persons who constitute our board of directors or management, it will affect certain rights of our shareholders as they currently exist under the MCA. Consequently, you should consult your legal advisors regarding the implications of our effecting the Continuance, prior to making an investment decision with respect to our common shares or other securities. A comparative summary of certain differences between the MCA and the OBCA is set forth in our management information circular for the 2024 Annual Meeting, dated March 28, 2024, attached as Exhibit 99.1 to our Form 6-K furnished to the SEC on April 11, 2024. Such summary is not a
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comprehensive review of the two statutes, and is qualified in its entirety by the full text both statutes and the regulations thereunder.
At the 2024 Annual Meeting, our shareholders also passed a special resolution authorizing and approving the consolidation of our issued and outstanding common shares at a consolidation ratio to be determined by our board of directors, at its sole discretion, and to effect, at such time as our board of directors deems appropriate, but in any event no later than three years after the 2024 Annual Meeting, a share consolidation of all of our issued and outstanding common shares on the basis of such determined consolidation ratio, subject to our board of directors’ authority to decide not to proceed with the consolidation.
At the 2024 Annual Meeting, our shareholders also passed a special resolution to authorize our board of directors to amend our articles to change our current name to a name to be decided by our board of directors, in its sole discretion, and to effect such name change, at such time as our board of directors deems appropriate, but in any event no later than three years after the 2024 Annual Meeting, subject to our board of directors’ authority to decide not to proceed with the name change.
On May 24, 2024, we announced that we had received a written notification from Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of our common shares had been below US$1.00 per share for 30 consecutive business days. In accordance with Nasdaq rules, we have a period of 180 calendar days (or until November 20, 2024) to regain compliance with the minimum bid price requirement. See “Risk Factors—We may not be able to maintain a listing of our common shares on Nasdaq” for additional details.
Effective June 30, 2024, our prior chief financial officer, Keith Li, resigned from his position. In connection therewith, Kyle Nazareth was appointed as our Interim Chief Financial Officer (“CFO”), effective July 1, 2024. Kyle Nazareth became our Interim Chief Financial Officer on July 1, 2024.
On July 5, 2024, we announced that geopolitical events continue to shape both the uranium and lithium markets, with the uranium market showing considerable strength, and the lithium market continuing to show weakness. Given the current state of the uranium and lithium markets, our primary focus over the next year will be to advance the exploration of our two uranium projects, while taking a slower, more careful approach to exploring our two lithium projects. In the same corporate update, we announced that due to a number of factors, including warmer than normal winter weather conditions in Northern Manitoba during early 2024, and the current state of the lithium market, we did not undertake our planned winter drilling campaign. During 2024, we will complete our second year of environmental baseline data collection. Additional exploration, including additional infill drilling, and drilling of the open extensions of both the Thompson Brothers and Grass River deposits, will be limited during 2024 due to a number of factors including depressed lithium prices which continue to remain low after a stratospheric rise in 2022, followed by a precipitous 80% drop during 2023. Demand for lithium continues to be weak, and a number of major global lithium producers continue to curtail production until the lithium market and lithium prices recover.
When we obtained the PEA in July 2023, the price of lithium concentrate was approximately USD$3,500 per tonne. Recently, prices have hovered around the USD$800 to USD$1,000 per tonne. The dramatic drop in lithium concentrate prices has a significant negative effect on the project economics of the Snow Lake Lithium™ Project.
Project economics are affected by a number of internal and external factors. Internal factors include the size, grade, throughput, cut-off grade, mine plan, infrastructure, permitting and project debt capacity of the project. External factors include the lithium market, lithium prices, supply and demand for lithium, current lithium producers, lithium development projects, and availability of exploration, development and construction financing.
In reviewing the Snow Lake Lithium™ Project, we considered the following adverse internal factors:
·the scale of the project is relatively small, and it does not enjoy the economies of scale of a larger, higher-grade project;
·the mineral resource estimate is relatively small, when calculated at historical lithium prices, and would become smaller if calculated at current lithium prices;
·the grade is relatively low;
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·the project is relatively remote and will require extensive infrastructure to support development and operations, including power, water, highway and rail transportation, at significant cost;
·the net present value and internal rate of return, at current lithium prices, will be reduced from those at previous lithium prices; and
·overall project economics at current lithium prices will be reduced to the point where the project will probably not generate a net present value and rate of return that would be attractive to investors, and as such would not support further exploration, development and/or construction financing.
In reviewing the Snow Lake Lithium™ Project, we considered the following adverse external factors:
·the lithium market is currently depressed, and industry experts do not forecast a recovery in the near term;
·lithium prices suffered an 80% drop in 2023 and have not yet shown any signs of a sustained recovery;
·In response to these lower prices, some lithium supply has already been curtailed as major global lithium producers have scaled back production until lithium prices recover;
·lithium demand remains weaker than has been previously forecast, with recovery in demand in the near term to be driven by recovery of growth in the EV market;
·competition amongst lithium exploration and development companies for projects, personnel and financing is intense; and
·financing will be provided to those companies whose projects have size, scale, grade, infrastructure, and project economics that are superior to others.
There is considerable uncertainty as to when demand and prices will recover. Competition amongst lithium exploration and development companies, particularly in Canada, is intense and few projects will ultimately proceed through development, permitting, financing, construction and into commercial production. At current lithium prices, only a few lithium development projects would have the size and scale such that they can be considered economic, and as a result, only a few, will be able to secure the financing necessary to be explored, developed and placed into production.
One of the principal drivers of lithium demand is the EV market. While the EV market remains strong in China, uptake of EVs has slowed in North America and major North American original equipment manufacturers, or OEMs, have slowed, curtailed or abandoned EV programs, as the demand for EVs remains lower than has been previously forecast. North American OEMs are continuing to add hybrid vehicles to their product offerings, as the demand for pure EVs remains low. In addition, both North America and Europe are applying tariffs to foreign produced EVs.
As a non-revenue generating company, we are dependent upon the capital markets to raise financing to fund our exploration activities. At the present time, given the current state of the lithium market, and the state of the EV transition in North America, we believe there is little investor interest in lithium projects, and hence, little to no ability to raise financing to explore lithium projects.
As a result of the above and other factors, we are of the view that the Snow Lake Lithium™ Project does not have the scale, size, grade or project economics to make it an attractive exploration project at the present time given the current lithium pricing environment. As we did not see the possibility of being able to generate or create any shareholder value from the further exploration of the Snow Lake Lithium™ Project at the time the decision was made, we came to the conclusion that the Snow Lake Lithium™ Project was no longer a material asset to the Company. Further supporting this conclusion is the current positive state of the uranium market, and given the state of the uranium market, there is substantially more investor interest in uranium projects, and more available capital to companies exploring and developing prospective uranium projects in friendly jurisdictions. Accordingly, we have shifted our focus to spend the majority of our time and exploration and evaluation expenditures on our two uranium projects, as these projects hold the potential to create more shareholder value than continuing significant exploration work on our lithium projects at the present time. Limited exploration activities will continue on the Shatford Lake Project, and environmental baseline data collection will continue on the Snow Lake Lithium™ Project, during 2024.
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While we do not intend to abandon the Snow Lake Lithium™ Project, further exploration activities have been limited until such time as the lithium market recovers, lithium prices recover, investor interest in the lithium sector returns, and capital once again becomes available to fund exploration and development of lithium projects.
On August 22, 2024, we entered into an ATM Sales Agreement with ThinkEquity LLC, or ThinkEquity, as amended on October 18, 2024, as sales agent, pursuant to which we may offer and sell, from time to time through ThinkEquity, our common shares. The offer and sale of our common shares, if any, will be made pursuant to our shelf registration statement on Form F-3 (File No. 333-272324), previously declared effective by the SEC on August 9, 2023, as supplemented by the prospectus supplement relating to the common shares which may be issued from time to time pursuant to the ATM Sales Agreement, dated August 22, 2024. Pursuant to such prospectus supplement, we may offer and sell up to US$1,000,000 of our common shares. As of the date of this Annual Report, an aggregate of 820,541 common shares have been sold under the ATM Sales Agreement.
Under the ATM Sales Agreement, ThinkEquity may sell the Company’s common shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Capital Market, or on any other existing trading market for our common shares. We are not obligated to make any sales of common shares under the ATM Sales Agreement and no assurance can be given that we will sell any common shares under the ATM Sales Agreement, or, if we do, as to the price or number of common shares that we will sell, or the dates on which any such sales will take place. The aggregate compensation payable to ThinkEquity as sales agent is equal to 3.0% of the gross proceeds of our common shares sold pursuant to the ATM Sales Agreement. In addition, we agreed in the ATM Sales Agreement to provide indemnification and contribution to ThinkEquity against certain liabilities, including liabilities under the Securities Act.
The ATM Sales Agreement may be terminated by either party as set forth in the ATM Sales Agreement. The foregoing is not a complete description of the ATM Sales Agreement and is qualified by reference to the full text and terms of the atm Sales Agreement, which is filed as Exhibit 4.12 to this Annual Report.
On October 18, 2024, the ATM Sales Agreement was amended (“Amended ATM Sales Agreement”). Pursuant to the amended ATM Sales Agreement, the Company may offer and sell up to US$2,900,000 of its common shares. The offer and sale of the Company’s common shares, if any, will be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-272324), previously declared effective by the SEC on August 9, 2023, as supplemented by the prospectus supplement relating to the common shares which may be issued from time to time pursuant to the Amended ATM Sales Agreement, dated October 18, 2024. The foregoing is not a complete description of the Amended ATM Sales Agreement and is qualified by reference to the full text and terms of the Amended ATM Sales Agreement, which is filed as Exhibit 4.19 to this Annual Report.
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.
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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 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.
On January 29, 2024, we entered into an option agreement with ACME, pursuant to which ACME granted us the option to earn up to a 90% undivided interest in the mineral claims held by ACME at its Manitoba lithium pegmatite project areas, located in southeastern Manitoba, Canada (that is, the Shatford Lake Project).
On March 24, 2024, Global Uranium entered into the option agreement with Doctors Investment, pursuant to which Global Uranium can earn a 100% interest in the Black Lake Uranium Project. Doctors Investment is the sole registered and beneficial owner of 100% of the right, title and interest in the mineral claims comprising the Black Lake Uranium Project. On June 21, 2024, we completed our acquisition of Global Uranium.
On August 7 we completed our acquisition of the First Stage Interest of Engo Valley, which holds an 85% interest in NMIH, which in turn, is the sole registered and beneficial owner of 100% of the right, title and interest in EPL-5887, which hosts the Engo Valley Uranium Project.
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. We have also invested a limited amount of capital in exploration programs related to the Shatford Lake Project, the Engo Valley Uranium Project, and the Black Lake Uranium Project. Drilling programs to prove our lithium resource on the Snow Lake Lithium™ Project or to identify a potential lithium resource on the Shatford Lake Project will require additional capital expenditure. Further, drilling programs on the Engo Valley Uranium Project and the Black Lake Lithium Project to identify a potential uranium resource will require additional capital expenditure.
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4.B. Business Overview
INDUSTRY
We obtained the industry, market and competitive position data included or incorporated by reference in this Annual Report from our internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties. We have not independently verified the accuracy or completeness of the data contained in the third-party research and other publicly available information. Further, while we believe that our internal research is reliable, such research has not been verified by any third party. While we believe the industry, market and competitive position data included or incorporated by reference in this Annual Report is reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this Annual Report. These and other factors could cause results to differ materially from those expressed in the estimates made by the third parties or by us.
Our Corporate Strategy
Our corporate strategy is to assemble and develop a portfolio of clean energy mineral projects designed to support the clean energy transition and EV transition. Our overall focus is on uranium and lithium minerals projects. Geopolitical events continue to shape both the uranium and lithium markets, with the uranium market showing considerable strength, and the lithium market continuing to show weakness. Given the current state of the uranium and lithium markets, our primary focus over the next year will be to advance the exploration of our two uranium projects, while taking a slower, more careful approach to exploring our two lithium projects.
Overview
Snow Lake Resources Ltd., d/b/a Snow Lake Energy, is a Canadian clean energy exploration company listed on Nasdaq:LITM, with a global portfolio of clean energy mineral projects comprised of two uranium projects and two hard rock lithium projects. The Black Lake Uranium Project is an exploration stage project located in the Athabasca Basin, Saskatchewan and the Engo Valley Uranium Project is an exploration stage project located in the Skeleton Coast of Namibia. The Shatford Lake Project is an exploration stage project located adjacent to the Tanco lithium tantalum, cesium mine in Southern Manitoba, and the Snow Lake Lithium™ Project is an exploration stage project located in the Snow Lake region of Northern Manitoba (see “Corporate Developments” for more details).
We currently do not consider any of our projects material.
Uranium Market
Overview
Currently, the primary significant commercial use for U3O8 is as a fuel for nuclear power plants for the generation of electricity2. Global demand for electricity is estimated to grow by approximately 50% by 2040, with calls to triple global nuclear capacity by 20503.
Nuclear energy underpins the three major global trends of electrification, decarbonization, and energy security. Nuclear power plays a critical role in energy transition, as it is widely stated that there is no path to net zero carbon without nuclear power. At the 2023 United Nations Climate Change Conference or Conference of the Parties of the UNFCCC (more commonly known as COP 28), a total of 22 countries agreed to target tripling nuclear capacity by
2 Source: World Nuclear Association, Uranium Mining Overview, available at https://world-nuclear.org/information-library/nuclear-fuel-cycle/mining-of-uranium/uranium-mining-overview
3 Source: World Nuclear Association, World Energy Needs and Nuclear Power, available at https://world-nuclear.org/information-library/current-and-future-generation/world-energy-needs-and-nuclear-power#:>
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2050 as countries focus on energy security and affordability. Nuclear energy provides clean, non-CO2 emissions, and low-cost energy, with greater generating capacity per footprint than other fuel sources. Nuclear power programs continue to expand, with 440 operating reactors in 31 countries, and with 60 reactors under construction in 18 countries.4
Geopolitical Events
Geopolitical events continue to shape the global uranium market, including the ongoing Russian invasion of Ukraine, political instability in Niger, and the United States passing a series of laws banning the importation of Russian uranium and facilitating American nuclear energy leadership. These events continue to influence and drive the global energy mix and policy, with renewed focus on nuclear power as a means of ensuring energy security.
During 2024, the United States has passed two significant pieces of legislation designed to advance clean energy, enhance energy security and independence, and revive an aging nuclear energy industry at home and bolster cutting-edge technologies abroad.
In May 2024, President Biden signed into law the “Prohibiting Russian Uranium Imports Act,” which bans the import of enriched uranium produced in Russia or by Russian entities, and is designed to enhance the United States' energy security by reducing its dependence on Russia for nuclear fuels. It also unlocks funding to support domestic uranium production. Russia is currently the largest foreign supplier of enriched uranium to the United States, according to U.S. Energy Department data.
In June 2024, the U.S. Senate passed the “Accelerating Deployment of Versatile, Advanced Nuclear for Clean Energy Act,” or the ADVANCE Act, which is designed to reestablish the United States as the global leader in nuclear energy in the 21st century. The ADVANCE Act is aimed at strengthening the United States' energy security, as well as expanding nuclear power as a clean, reliable power source designed to remain a major part of the United States future energy mix.
Supply of Uranium
Geopolitical events continue to disrupt the global uranium supply chain. A combination of low prices over the past decade, underinvestment in uranium projects and nuclear power, mine closures, challenges in re-starting idled uranium mines, and the COVID-19 pandemic, have all contributed to a reduction in the global supply of uranium. More recently, uranium producers, developers, and physical uranium holding companies have continued to buy physical uranium, putting further strain on the uranium supply chain.
Demand for Uranium
Demand for uranium is being driven by the increasing focus on nuclear power as a component part of net zero, a policy shift to include nuclear power as clean energy, and the number of nuclear reactors in operation and under construction.
As noted above, with 440 operating reactors in 31 countries, and with 60 reactors under construction in 18 countries, total uncovered uranium requirements are estimated to be more than 500 million pounds through 2030. The World Nuclear Association's Nuclear Fuel Report (2023) predicts a 28% increase in uranium demand from 2023 through 2030, with a 51% increase in uranium demand for the period from 2031 through 2040, providing plenty of scope for growth in nuclear capacity in a world focused on carbon emissions. Demand for uranium is forecast to outstrip uranium supply over the next decade.
4 Source: World Nuclear Association.
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Prices
As a result of the demand-and-supply dynamics, prices of uranium have recovered from their lows over the past decade and briefly exceeded US$100 per pound U3O8 in January 2024, with current prices hovering around US$85 per pound U3O8.
We are of the view that the combination of supply and demand factors, against the backdrop of the search for solutions to decarbonization and managing global geopolitical risks, is positive for uranium exploration over the next decade.
Our Uranium Projects
The Engo Valley Uranium Project
In February 2024, our company, OG, and NMIH, entered into a binding letter of intent, as amended by agreements dated March 15, 2024 and June 30, 2024, pursuant to which we will acquire up to 85% of NMIH, which in turn, is the sole registered and beneficial owner of 100% of the right, title and interest in EPL-5887. EPL 5887 hosts the Engo Valley Uranium Project. EPL-5887 covers an area of 69,530 hectares, is valid until February 12, 2026, and covers base and rare metals, industrial minerals, non-nuclear fuel mineral, nuclear fuel minerals, precious metals and precious stones.
The Engo Valley Uranium Project is located in the Skeleton Coast, in the Opuwo District of the Kunene Region, along the coast of northwest Namibia, approximately 600 kilometers (or approximately 373 miles) north of Swakopmund, Namibia. It is accessible from the south via 190 kilometers (or approximately 118 miles) of desert track roads from Mowe Bay, via the Sarusas mine. To the east, there are unconfirmed track roads that connect the project area to the settlement of Orupembe.
In July 2024, we entered into a share purchase agreement with Engo Valley, the Engo Valley Shareholders and NMIH, to acquire the 85% interest in NMIH in two stages, as follows:
(i)We will acquire an initial 68% undivided interest in NMIH, or the First Stage Interest, upon (a) our payment to OG of an amount of US$250,000 in cash, upon the execution of the binding letter of intent, which payment has been made, (b) our incurring of exploration expenditures of a minimum of US$200,000 on the Engo Valley Uranium Project on or before July 14, 2024 (which has been completed), and (c) our issuance to OG or as it directs, upon execution of a formal share purchase agreement, of an aggregate of 2,024,496 of our common shares, or the First Stage Shares, being the common shares calculated by dividing US$2.0 million by the 5-day volume weighted average price of our common shares as of a specified date (which was US$0.9879). The First Stage Shares will be issued subject to our satisfactory completion of due diligence on OG, NMIH, and EPL-5887, from the date of execution of the LOI until July 14, 2024, or the Due Diligence Period, and will vest and be released from escrow as follows: (a) 50% of the First Stage Shares will vest upon the expiry of the Due Diligence Period, and will be released from escrow upon renewal of EPL-5887 (which renewal was completed in February 2024), and (b) the remaining 50% of the First Stage Shares will vest and be released from escrow upon the completion of an SK-1300 compliant mineral resource estimate on the Engo Valley Uranium Project. The unvested First Stage Shares will be cancelled if the SK-1300 compliant mineral resource estimate is not completed within 12 months of the execution date of the binding letter of intent.
(ii)We will acquire an additional 17% undivided interest in NMIH, or the Second Stage Interest, upon our incurring additional exploration expenditures of a minimum of US$800,000 on the Engo Valley Uranium Project within 12 months of acquiring the First Stage Interest; provided, that any expenditures we incur in excess of the minimum expenditures required to acquire the First Stage Interest will be credited against the expenditure commitment for the Second Stage Interest.
Our acquisition of the First Stage Interest was completed on August 7, 2024.
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After our acquiring of the First Stage Interest and Second Stage Interest, we will be obligated to make the following payments to OG, or as directed by OG, in the form of our common shares, upon the achievement of the following milestones:
(i)Milestone Payment No. 1: In the event an SK-1300 compliant technical report determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 10 million pounds with a minimum average grade of 150 parts per million, or ppm, U3O8, we will issue to OG, an aggregate of 1,030,927 of our common shares, being the common shares calculated by dividing US$1,000,000 by the closing price of our common shares on February 20, 2024, as reported by the Nasdaq Capital Market (which was USD$0.97); and
(ii)Milestone Payment No. 2: In the event an SK-1300 compliant technical report determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 25 million pounds with a minimum average grade of 150 ppm U3O8, we will issue to OG, an aggregate of 1,030,927 of our common shares, being the common shares calculated by dividing US$1,000,000 by the closing price of our common shares on February 20, 2024, as reported by the Nasdaq Capital Market (which was USD$0.97).
Our acquisition of the Second Stage Interest in NMIH is subject to various conditions, some of which are described above, and there is no assurance that all the required conditions will be satisfied such that we will acquire the Second Stage Interest.
We have designed a multi-phase exploration program for 2024 for the Engo Valley Uranium Project, which includes:
·analysis of all airborne survey data previously flown by the Namibian Government over the project area, together with all other historical exploration reports and data on the project area on file with the Namibian Ministry of Mines and Energy;
·topographical survey of the project site;
·locating all historic drill collars from Gencor's 1970 drilling campaign;
·radon cup survey of all historical targets, as well as a number of new targets, in order to verify the historical airborne survey data and to confirm both historic and new drill targets;
·an initial 1,000-meter reverse circulation drill program to twin the historical drill holes, and to begin an in-fill grid pattern between the historical drill holes; and
·downhole radiometrics on each of the new drill holes.
Exploration field crews began mobilizing to site in May 2024 in order to undertake the field portion of Phase 1 of the program. Results from the radon cup survey, the initial phase of drilling, and the downhole gamma logging, will inform a second round of drilling. The two phases of drilling are designed to both test the validity of the various exploration targets and to produce an initial SK-1300 compliant mineral resource estimate.
We do not consider the Engo Valley Uranium Project material at this time.
The foregoing description of the material terms of our acquisition of an interest in NMIH is qualified in its entirety by reference to the share purchase agreement dated July 31, 2024, which is filed as exhibit 4.15 to this Annual Report.
The Black Lake Uranium Project
The Black Lake Uranium Project is located in the Athabasca Basin, Saskatchewan, Canada, 55 kilometers (or approximately 34 miles) to the northeast of the town of Stoney Rapids, Saskatchewan, Canada. It consists of 20 mining claims covering 18,908 hectares and is divided into four projects, namely, Higginson Lake, Charlebois Lake, Fisher Hayes and Spreckley Lake.
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In May 2024, we entered into a share purchase agreement with the Global Uranium Shareholders and Global Uranium to acquire Global Uranium.
Doctors Investment Group Ltd., a private British Columbia company, or Doctors Investment, is currently the sole registered and beneficial owner of 100% of the right, title and interest in the mineral claims comprising the Black Lake Uranium Project.
Global Uranium is party to a mineral property option agreement with Doctors Investment, dated March 24, 2024, pursuant to which Global Uranium can earn a 100% interest in the Black Lake Uranium Project, as explained further below.
Pursuant to the share purchase agreement we agreed to acquire Global Uranium for the following consideration:
·Payment by us to Global Uranium of an amount of C$50,000, in cash, upon the execution of the letter of intent relating to the acquisition, which amount has been paid;
·Our issuance to the Global Uranium Shareholders of an aggregate of 1,000,000 of our fully paid and non-assessable common shares, or the Initial Snow Lake Shares, upon execution of the share purchase agreement which shares have been issued; and
·Our issuance to the Global Uranium Shareholders of an aggregate of 1,000,000 of our fully paid and non-assessable common shares, in the event an SK-1300 compliant technical report determines that there is a uranium mineral resource on the Black Lake Uranium Project of a minimum of 10 million pounds U3O8 with a minimum average grade of 500 ppm U3O8 per tonne.
Our acquisition of Global Uranium was completed on June 21, 2024.
Pursuant to Global Uranium’s mineral property option agreement with Doctors Investment, Global Uranium can earn a 100% interest in the Black Lake Uranium Project, upon the satisfaction of the following conditions:
(iii)Cash Payments: Payment by Global Uranium to Doctors Investment of the following amounts in cash:
(a)C$50,000 within two days of signing the mineral property option agreement, which amount has been paid;
(b)C$150,000 within 30 days of the signing of the mineral property option agreement, which amount has been paid;
(c)C$250,000 on or before the first anniversary of the signing of the mineral property option agreement;
(d)C$350,000 on or before the second anniversary of the signing of the mineral property option agreement;
(e)C$400,000 on or before the third anniversary of the signing of the mineral property option agreement; and
(f)C$600,000 on or before the fourth anniversary of the signing of the mineral property option agreement; and
(iv)Exploration Expenditures. Global Uranium incurring the following exploration expenditures on the Black Lake Uranium Project:
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(a)C$500,000 in exploration expenditures on or before the first anniversary of the signing of the mineral property option agreement;
(b)C$500,000 in exploration expenditures on or before the second anniversary of the signing of the mineral property option agreement; and
(c)C$1,000,000 in exploration expenditures on or before the third anniversary of the signing of the mineral property option agreement.
Global Uranium has the right under the mineral property option agreement to accelerate both cash payments and/or the exploration expenditures prescribed under the mineral property option agreement.
Following the exercise of the option, Global Uranium will grant a 1% net smelter royalty to Doctors Investment upon commencement of commercial production, which net smelter royalty may be purchased by Global Uranium at any time at a cost of C$1,500,000.
We have designed a multi-phase exploration program for the Black Lake Uranium Project, which includes:
·compiling, digitizing and reviewing all historical exploration plans, maps, geological reports, survey reports, assessment reports, all previous geologic, radiometric, and scintillometer surveys, assay results from prior diamond drilling programs on the Higginson Lake, Charlebois Lake and Spreckley Lake project areas from prior companies’ exploration programs in the 1950’s and 1970’s;
·an airborne survey over the entire Black Lake Uranium Project area;
·upon receipt of permits, a program of prospecting and mapping and ground geophysics, focusing on areas of known mineralization, in order to assist in locating high-value drill targets; and
·upon receipt of permits, a program of diamond drilling, which is intended to be a program of up to 2,000 meters of diamond drilling, spread over approximately 10 holes of approximately 200 meters each, dependent upon appropriate drill target identification from prior phases of the program. Based upon successful drilling, the objective of the work program would be to produce an initial SK-1300 compliant mineral resource estimate.
We cannot assure you that all of the conditions necessary for Global Uranium to earn a 100% interest in the Black Lake Uranium Project will be satisfied.
We do not consider the Black Lake Uranium Project material at this time.
The foregoing descriptions of the material terms of our acquisition of Global Uranium, and Global Uranium’s mineral property option agreement with Doctors Investment, are qualified in their entirety by reference to their respective agreements, each of which is filed as exhibits 4.14 and 4.13 to this Annual Report.
Lithium Market
Until recently, our Snow Lake Lithium™ Project constituted our sole material project. The lithium market currently remains depressed. Lithium prices continue to remain low after a stratospheric rise in 2022, followed by a precipitous 80% drop during 2023. Prices continue to drop in 2024. Demand for lithium continues to be weak, and a number of major global lithium producers continue to curtail production until the lithium market and lithium prices recover. Given the current state of the lithium markets, as mentioned above, our primary focus over the next year will be to advance the exploration of our two uranium projects, while taking a slower, more careful approach to exploring our two lithium projects described below.
At present, we do not consider our lithium projects to be material to our company.
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Our Lithium Projects
The Shatford Lake Project
In January 2024, we signed an option agreement with ACME, pursuant to which ACME granted us the option to earn up to a 90% undivided interest in the mineral claims held by ACME at the Shatford Lake Project.
We may exercise the option by paying a total cash amount of C$500,000 and incurring a total of C$1.8 million in exploration and development expenditures, in each case over a two-year period.
Once we have earned a 90% undivided interest in the Shatford Lake Project, and completed a positive feasibility study, a joint venture between us and ACME will be formed for further development, the detailed market standard terms and conditions of which will be agreed at the time of formation of the joint venture.
Upon formation of the joint venture: (i) we will hold a 90% interest, and ACME will hold 10% interest in the joint venture, (ii) our interest will be a 90% participating interest in the joint venture, but will fund 100% of all expenditures until the completion of a positive feasibility study, and (iii) ACME will retain a 10% free carried interest, without the need to contribute to expenditures until the completion of a positive feasibility study on the Shatford Lake Project.
The Shatford Lake Project is comprised of 37 mineral claims located over three project areas, being Shatford Lake, Birse Lake, and Cat-Euclid Lake, totaling approximately 17,000 acres. The project is located in the Bird River Greenstone Belt in southeastern Manitoba, Canada. The region hosts hundreds of individual pegmatite bodies, many of which are classified as complex rare-element lithium-cesium-tantalum, or LCT, pegmatites. Thirty-one of the mineral claims are contiguous to the south of Sinomine Corporation’s Tanco Mine, an LCT producer since 1969.
Together with Critical Discoveries, a private geological services consulting company, we have designed a four-phase exploration program for 2024. Phase 1 consists of compiling and analyzing all past exploration data generated by ACME, including all geophysical and geochemical data, as well as past drilling results, in order to identify targets for field work in Phase 2. Phase 1 has been completed and Phase 2 has been initiated with the Critical Discoveries' exploration field team. Initial prospecting and mapping will focus on the northwest corner of the Shatford Lake Project and will then expand to cover the balance of the project. Initial prospecting activities to date have included the discovery of numerous pegmatites under heavy overburden. Samples have been taken and submitted to the assay lab for analysis.
Depending on assay results, Phase 3 is intended to be a program of up to 2,000 meters of diamond drilling, spread over approximately 10 holes of approximately 200 meters each, dependent upon appropriate drill target identification from Phase 2 of the program. Phase 4 will be compilation and evaluation of all field data, assay results, and drill results from the 2024 exploration program.
We do not consider the Shatford Lake Project material at this time.
The foregoing description of the material terms of our option agreement relating to the Shatford lake Project is qualified in its entirety by reference to the option agreement, dated January 29, 2024, between us and ACME, which is filed as exhibit 4.16 to this Annual Report.
The Snow Lake Lithium™ Project
The Snow Lake Lithium™ Project is a 100%-owned exploration stage project located in the Snow Lake region of Northern Manitoba, Canada, comprising 122 mineral claims covering 24,515 hectares (approximately 60,577 acres). The Snow Lake Lithium™ Project consists of two deposits, the Thompson Brothers deposit and the Grass River deposit, which together have a measured, indicated and inferred resource estimate of approximately 8.2 million tonnes grading approximately 1% Li2O. To date, a total of 26,000 meters of drilling has been completed, of which approximately 20,000 meters are included in the current mineral resource estimate, with approximately 6,000 meters of drilling not included.
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In July 2023, we completed the PEA, which considered a mine plan consisting of underground mining on both deposits, with an initial open pit on the Grass River deposit. Metallurgical testwork has demonstrated that conventional lithium process technologies of dense media separation and floatation will provide robust recoveries. The PEA contemplated that tailings would ultimately be backfilled underground, with no permanent tailing facility above ground. The PEA also looked at the possibility of direct shipping ore, or DSO, as an early cash flow generating opportunity to use revenue from DSO sales to offset initial capital costs to construct the mine and processing facility. We believe, but cannot assure you, that options exist to sell the DSO to a variety of parties. The PEA 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 PEA. 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 pea will be realized. Unlike mineral reserves, mineral resource estimates do not have demonstrated economic viability.
Due to a number of factors, including the current state of the lithium market and warmer than normal winter weather conditions in Northern Manitoba during early 2024, we did not undertake a planned winter drilling campaign. During 2024, we will complete our second year of environmental baseline data collection. Additional exploration, including additional infill drilling, and drilling of the open extensions of both the Thompson Brothers and Grass River deposits, is not planned to take place during 2024 due the factors described above.
We are of the view that the Snow Lake Lithium™ Project does not have the scale, size, grade or project economics to make it an attractive exploration project at the present time given the current lithium pricing environment. As such, our management has determined that the Snow Lake Lithium™ Project is no longer a material asset to the Company. While we do not intend to abandon the Snow Lake LithiumTM Project, further exploration activities have been limited until such time as the lithium market recovers, lithium prices recover, investor interest in the lithium sector returns, and capital once again becomes available to fund exploration and development of lithium projects.
We do not consider the Snow Lake Lithium™ Project material at this time.
Our Competitive Strengths
We believe that the following competitive strengths will contribute to our success and differentiate us from our competitors:
·We have a unique portfolio of clean energy mineral projects including uranium and lithium projects.
·Our operations are located in the mining friendly jurisdictions of Canada and Namibia.
·Our uranium operations are located in Canada, the world’s second largest uranium producer, and Namibia, the world’s third largest uranium producer.
·Our uranium projects are considered to be top tier exploration projects with historical, non-modern mining code compliant uranium resources, that would benefit from modern exploration techniques and technology for uranium exploration.
·Our leadership team consists of experienced mining executives, with a track record of exploration, development and operations, as well as corporate financing and mergers and acquisitions.
Our Growth Strategies
We have a corporate strategy to assemble and develop a portfolio of clean energy mineral projects designed to support the clean energy transition and the EV transition. We continue to review North American opportunities in the clean
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energy space, in an effort to identify additional sources of clean energy that have the potential to be commercialized, that would contribute to net zero, and that would complement our current portfolio of uranium and lithium projects.
We have developed a strategic plan for exploration and development of our projects that includes the following milestones:
·Undertake exploration activities on our uranium projects. We intend to conduct exploration activities on our Engo Valley Uranium Project and Black Lake Uranium Project to confirm the existence of historical uranium mineralization and to produce S-K 1300 compliant mineral resource estimates.
·Undertake preliminary exploration activities on our Shatford Lake Project. We intend to conduct initial exploration activities on our Shatford Lake Project to identify and confirm the potential existence of tantalum, cesium and lithium mineralization.
·Acquisitions of additional clean energy projects. In addition to our existing projects, our growth strategy includes the acquisition of other clean energy projects, including in areas of clean energy beyond uranium and uranium.
Marketing and Advertising
Given the current stage of development of our mineral resource projects, the company is not in a position to consider the form and terms and conditions of potential sale of products produced from our projects. Typically, in the uranium and lithium industries, primary uranium or lithium concentrate is sold under long term offtake agreements. Such arrangements typically specify quantities, price, product specifications and requirements, delivery schedules, together with other customary terms and conditions.
Our Customers
Given the current stage of development of our mineral resource projects, the company is not in a position to develop a customer base, as the company does not have sample products available for product qualification.
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 uranium and lithium exploration and mining industries are fragmented, and we are a very small participant in each 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
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consultants to protect our confidential information during their engagement with us. In addition, these consulting agreements include typical non-compete clauses that prohibit the consultants from entering into competitive consulting or employment relationships while they are working for us.
Insurance
We currently insure our directors and officers through a Directors and Officers insurance policy with Berkley Insurance Company. 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, or the Motion, in the Court of King’s Bench (Manitoba), or the Manitoba Court, seeking to prevent us 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.
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4.C. Organizational structure
The chart below presents our corporate structure:
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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 “Item 4.B. Business Overview - Industry” 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. 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. See also “Cautionary Statement Regarding Forward-looking Statements.”
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 Energy (“Snow Lake”, “we” or the “Company”) summarizes the significant factors affecting the Company’s operating results, financial condition, liquidity and cash flows as of and for the years ended June 30, 2024, 2023, and 2022. This MD&A should be read in conjunction with the Company’s consolidated financial statements and the related notes thereto for the years ended June 30, 2024, 2023 and 2022 (the “2024 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 2024 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 (“SEC”) 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 22, 2024, unless otherwise indicated. All figures are expressed in Canadian dollars, unless otherwise noted.
During the year ended June 30, 2024, the Company remained at the exploration stage, had not placed any of its mineral properties into production, and has not generated any revenues. The Company’s planned exploration and development of mineral resources, primarily uranium and lithium, will require significant investment prior to commercial introduction and may never be successfully developed or commercially successful.
Business Outlook and Strategy
See “4.B. Business Overview - Industry” above.
Corporate Developments
See “4.A. History and Development of the Company - Recent Development” above.
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Results of Operations
The following table sets forth a summary of our 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.
| 2024 | 2023 | 2022 |
| $ | $ | $ |
Expenses |
|
|
|
Professional fees | 1,563,678 | 6,971,520 | 698,209 |
Directors’ and officers’ consulting fees | 915,768 | 3,840,915 | 687,585 |
Stock-based compensation | 953,845 | 2,630,249 | 8,035,506 |
Insurance expense | 540,364 | 924,834 | 681,504 |
Consulting fees | 937,410 | 858,517 | 220,890 |
General and administrative expenses | 380,746 | 518,824 | 129,415 |
Travel expenses | 282,806 | 248,746 | 112,074 |
Transfer agent and regulatory fees | 144,611 | 141,446 | 236,926 |
Bank fees and interest | 7,097 | 13,577 | 9,343 |
Research expenses | 41,066 | 12,000 | 33,733 |
Depreciation on right-of-use assets | 31,680 | 2,640 | - |
Interest on loan and debentures | 77 | 1,193 | 167,873 |
Amortization of transaction costs | - | - | 56,512 |
Accretion expense | 5,907 | 654 | - |
| (5,805,055) | (16,165,115) | (11,069,570) |
|
|
|
|
| 2024 | 2023 | 2022 |
|
| $ | $ |
Other Income |
|
|
|
Loss on termination of Muskrat Dam Project | (4,652,894) | - | - |
(Loss) gain on change in fair value of derivative liabilities | 2,382,180 | (246,460) | 1,103,839 |
Loss on shares-for-debt settlement | 56,924 | (157,502) | - |
Premium on flow-through shares | 1,159,632 | - | - |
Grant income | - | 109,750 | 109,745 |
Interest income | 438 | - | - |
Foreign exchange gain (loss) | 7,857 | 996,382 | 409,532 |
| (1,045,863) | 702,170 | 1,623,116 |
Net Loss and Comprehensive Loss | (6,850,918) | (15,462,945) | (9,446,454) |
During Fiscal 2024, the Company incurred total operating expenses of $5,805,055, as compared to total operating expenses of $16,165,115 in 2023 and $11,069,570 in 2022. The substantial reduction in operating expenses in the current period is a direct result of a one-time addendum payment made to certain former officers of Snow Lake in 2022 (see below). Management has also been monitoring cash flows, and in an effort to reduce expenditure, the Company has seen a reduction in expenses such as professional fees, directors’ and officers’ consulting fees, among others.
·Professional fees totaled $1,563,678 (2023 – $6,971,520; 2022 - $698,209), for a decrease of $5,407,842 from 2023. Professional fees are comprised primarily of services from outside consultants, including legal counsel, accountants and auditors, which are all essential to the Company’s operations. In the 2023 comparative period, the Company incurred substantial legal expenses in relation to a proxy requisition among certain shareholders and the former management team, which culminated with the restructure which took place upon completion of an annual general and special meetings in January 2023.
·Consulting fees totaled $937,410 (2023 – $858,517; 2022 – $220,890), for an increase of $78,893 from 2023. Consulting fees are comprised of third-party work 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. In October 2023, the Company also issued 300,000 warrants to a third-party pursuant to a marketing services agreement. These warrants, while classified as derivative liabilities, were recorded as consulting fees in the amount of $171,631.
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·Non-cash stock-based compensation totaled $953,845 (2023 – $2,630,249; 2022 - $8,035,506), for a decrease of $1,676,404 from 2023. The Company had previously granted restricted share units (“RSUs”) and stock options to certain officers and directors, including a grant of these securities to the CEO in July 2023. The amount of stock-based compensation recorded 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.
·Directors’ and officers’ consulting fees totaled $915,768 (2023 – $3,840,915; 2022 - $687,585), for a decrease of $2,925,147 from 2023. As mentioned above, a one-time addendum payment was made to former executives of the Company in the comparative period. On November 1, 2022, the Company amended the consulting agreements with the entities controlled by the former CEO and COO with regards to 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. Excluding the effect of the addendum payments, the Company was able to reduce these consulting fees, which is consistent to its current cash management approach.
·Insurance expense from directors’ and officers’ (“D&O”) insurance coverage totaled $540,364 (2023 –$924,834; 2022 - $681,504), for a decrease of $384,470 from 2023. Upon listing, the Company was required to obtain D&O insurance for its officers and directors, at a premium price due to its lack of history of operations. Since then, the Company has been able to renew its D&O insurance coverage at lower premiums.
·General and administrative (“G&A”) expenses totaled $380,746 (2023 – $518,824; 2022 - $129,415), for decrease of $138,078 from 2023. The decrease in G&A expenses is directly related to the emphasis placed by management to reduce expenditure.
·Travel expenses totaled $282,806 (2023 – $248,746; 2022 - $112,074) and remained relatively consistent from 2023 to 2024. Since travel restrictions from COVID began lifting in 2022, management had resumed travelling for business purposes.
·Other expenses include transfer agent and regulatory fees, research expenses, depreciation, bank fees, interest, and accretion expense. These expenses totaled $230,438 (2023 - $171,509; 2022 - $504,387) for an increase of $58,929 from 2023. The increase is primarily related to depreciation on the Company’s right-of-use assets.
The Company also recorded total other losses of $1,045,863 (2023 – other incomes of $702,170; 2022 – other incomes of $1,623,116). The other incomes and losses are comprised of changes in the fair value of derivatives for a gain of $2,382,179 (2023 – loss of $246,460; 2022 – gain of $1,103,839), premium on flow-through shares of $1,159,632 (2023 - $nil; 2022 - $nil), gain on debt settlement of $56,924 (2023 – loss of $157,502; 2022 - $nil), and gains or incomes from grants, interest and foreign exchange of $8,296 (2023 - $1,106,132, 2022 - $519,277), net of a loss on the termination of the Muskrat Dam Project of $4,652,894 (2023 - $nil; 2022 - $nil).
Overall, the Company recorded a net loss of $6,850,918 for the year ended June 30, 2024 (2023 – $15,462,945; 2022 - $9,446,454), which is a net loss per share of $0.34 (2023 – $0.86; 2022 - $0.60).
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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 this Annual Report. Our historical results presented below are not necessarily indicative of cash flows that may be expected for any future period.
| 2024 | 2023 | 2022 |
| $ | $ | $ |
Cash Flows used in Operating Activities | (3,742,326) | (10,298,791) | (3,098,972) |
Cash Flows provided by (used in) Financing Activities | 6,909,611 | (191,307) | 32,551,822 |
Cash Flows used by Investing Activities | (4,481,208) | (9,461,430) | (5,979,286) |
Decrease in Cash | (1,313,923) | (19,951,528) | 23,473,564 |
Cash, beginning of year | 3,840,880 | 23,792,408 | 318,844 |
Cash, end of year | 2,526,957 | 3,840,880 | 23,792,408 |
During Fiscal 2024, net cash used in the Company’s operating activities was $3,742,326 (2023 – $10,298,791; 2022 - $3,098,972). The decrease in operating spending is a reflection on management’s emphasis on reducing discretionary expenditure while the scope of activities continues to increase. The comparative decrease in cash used is also related to the one-time addendum payments of $1,672,988 (USD $1,224,040) and $881,842 (USD $648,020), made to the respective entities controlled by the former CEO and COO as noted in the “Results of Operations” section.
During Fiscal 2024, net cash provided in financing activities was $6,909,612 (2023 – net cash used of $191,307; 2022 net cash provided of $32,551,822). In September 2023, the Company closed the Offering for gross proceeds of $7,707,292 (USD $5,697,710), offset by associated share issuance costs paid for $215,377. The Company also made a payment of $546,476 upon the redemption of certain RSUs and lease payments of $35,828. In the comparative period, the Company did not participate in much financing activities other than having repaid a loan for $201,532, while it also received total proceeds of $31,578 on exercises of warrants.
During Fiscal 2024, the Company also incurred investing cash outflows of $4,481,208 (2023 – $9,461,430; 2022 - $5,979,286) through payments made for the Company’s exploration and evaluation (“E&E”) assets on the various active projects.
As the Company has yet to generate any revenues to date, it currently has no regular cash flows from operations, and the level of operations is principally a function of availability of capital resources. The primary source of funding has historically been through private placement financing of equity securities and convertible debentures. During the current period, the Company was able to raise approximately $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, and to service its flow-through expenditures requirement. 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, 2024, the Company had current assets of $3,274,285 (2023 – $4,916,236; 2022 - $25,029,009), including cash of $2,526,957 (2023 – $3,840,880; 2022 - $23,792,408) to settle current liabilities of $1,941,111 (2023 – $3,883,529; 2022 - $1,780,877), for a working capital of $1,333,174 (2023 –$1,032,707; 2022 - $23,248,132).
Management is actively monitoring cash forecasts and managing performance against its forecasts. In the past year, the Company had built up its financial position through the raising of funds from the issuance of shares and by conversion certain outstanding debentures and was able to raise additional funds from the Offering during the period. 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.
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Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue and expenses. These are described in greater detail in Note 2(e) to the 2024 Financials.
Summary of Significant Accounting Policies
The significant accounting policies used by the Company are described in greater detail in Note 3 to the 2024 Financials.
Off Balance Sheet Arrangements
As at June 30, 2024 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, 2024, 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, 2024, 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, 2024, as the outcome of the claims remains uncertain, the Company had not recognized any contingent assets on the consolidated statements of financial position.
Subsequent Events
On August 7, 2024, the Company issued 2,024,496 common shares in connection with our acquisition of the First Stage Interest with respect to the Engo Valley Uranium Project.
On August 22, 2024, the Company entered into an ATM Sales Agreement, as amended on October 18, 2024, with ThinkEquity LLC (the “Agent”), as sales agent, pursuant to which the Company may offer and sell, from time to time through the Agent, up to US$2,900,000 of common shares of the Company. As of the date of these consolidated financial statements, the Company has sold 820,541 common shares for gross proceeds of USD $327,847.
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, 2024, 2023, and 2022.
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5.D. Trend Information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.
5.E. Critical Accounting Estimates
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue, and expenses. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. These estimates are reviewed periodically, and adjustments are made as appropriate in the period they become known.
Items for which actual results may differ materially from these estimates are described as follows:
Going concern
At each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern by reviewing the Company’s performance, resources, and future obligations. The conclusion that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budgets, expected profitability, investment and financing activities and management’s strategic planning. The assumptions used in management’s going concern assessment are derived from actual operating results along with industry and market trends. Management believes there is sufficient capital to meet the Company’s business obligations for at least the next 12 months, after taking into account expected cash flows, including financing activities, 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 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.
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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, 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 (“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.
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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 |
| 66 |
| Chief Executive Officer |
Peretz Schapiro |
| 44 |
| Director |
Kyle Nazareth |
| 33 |
| Interim Chief Financial Officer |
Brian Youngs |
| 72 |
| Vice President, Exploration |
Nachum Labkowski |
| 38 |
| Director |
Kathleen Skerrett |
| 54 |
| Independent Director |
Brian Imrie |
| 62 |
| Independent Director |
Shlomo Kievman |
| 39 |
| Independent Director |
On July 1, 2024, our board of directors appointed Mr. Kyle Nazareth, 33, as our Interim Chief Financial Officer (“CFO”), effective July 1, 2024. Effective June 30, 2024, Keith Li resigned as Chief Financial Officer to pursue other opportunities.
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 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). Mr. Schapiro previously also served as our interim Chief Operating Officer, a position from which he resigned on January 30, 2024.
Kyle Nazareth. Mr. Nazareth has served as our Interim Chief Financial Officer since July 1, 2024. Mr. Nazareth brings over a decade of experience in managing public companies, advising on capital market transactions, and providing financial stewardship across diverse industries. Mr. Nazareth is currently the Founder and Principal of Nazareth Financial, a role he has held September 2020. Mr. Nazareth joined Branson Corporate Services Ltd. in June 2024 where he is the Chief Financial Officer, a role in which he is also currently serving. Prior to joining Branson Corporate Services Ltd., which provides accounting services to the Company, Mr. Nazareth served as Chief Financial Officer for Danavation Technologies Inc. between May 2022 and September 2023. Between January 2018 and September 2020, Mr. Nazareth served as Manager, Finance at Auxly Cannabis Group Inc. Mr. Nazareth is a Chartered Professional Accountant and has been a member of the Chartered Professional Accountants of Ontario since June
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2016. Mr. Nazareth holds a Bachelor of Business Administration from the York University's Schulich School of Business.
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 and is currently the Chairman of Snow Lake. 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.
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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, 2024. 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, 2024.
Name: |
| Salary or Fees |
|
| Option |
|
| Common |
|
| Cash Bonus |
| Total |
|
| Outstanding |
| |||||
All directors and senior management as a group, consisting of 8 persons |
|
| 1,012,126 |
|
|
| 361,081 |
|
|
| 592,764 |
|
| - |
|
| 6,678,756 |
|
|
| 1,462,407 |
|
For the fiscal year ended June 30, 2024, we paid aggregate cash compensation of C$1,012,126 (approximately US$746,968 based on the average exchange rate of 1.3551), 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.”
Stock Option Plan
On May 1, 2019, we established the Snow Lake Resources Ltd. Stock Option Plan, which, as amended and restated on October 26, 2021, is referred to herein as the “Plan”). The purpose of the Plan is to grant stock options, or Options, to encourage eligible persons to remain with our Company and to attract new directors, officers, employees and consultants. The aggregate number of common shares that may be reserved for issuance pursuant to Options under the Plan shall not exceed 2,406,732 common shares. On September 7, 2022, the Plan was purported to be further amended and restated (the “Purported 2022 Plan”) to add cashless exercise of the Options under the Plan. On May 17, 2023, the Board determined that the September 7, 2022 meeting was neither properly called nor held and accordingly the Purported 2022 Plan, including the cashless exercise feature, was never adopted and the Plan remained the stock option plan in effect prior to the September 7, 2022 meeting. In addition, on May 17, 2023, the Board determined that in the event that it is determined by a court of competent jurisdiction in a final, non-appealable judgement that the Purported 2022 Plan were validly approved, the Board approved the removal of the cashless exercise feature from the Purported 2022 Plan and revert back to the Plan.
Options give the option holder the right to acquire from us a designated number of common shares at a purchase price that is fixed upon the grant of the option. The exercise price shall not be lower than the greater of the closing market prices of the underlying securities on: (a) the trading day prior to the date of grant of the Options; and (b) the date of grant of the Options.
The following summary briefly describes the principal features of the Plan and is qualified in its entirety by reference to the full text of the Plan.
Purposes of Plan: The purpose of the Plan is to advance the interests of our Company, through the grant of Options, by providing an incentive mechanism to foster the interest of Eligible Persons in the success of our Company and our Affiliates; encouraging Eligible Persons to remain with our Company; and attracting new directors, officers, employees and consultants.
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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, 1,598,961 of our common shares are reserved for future issuance under the Plan, 97,771 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, 300,000 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 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
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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.
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Board Diversity
The Company believes it is important that its board of directors is composed of individuals reflecting the diversity represented by our employees and our communities. Below is enhanced disclosure regarding the diversity of the board of directors as required by the Nasdaq’s Board Diversity Rule:
Board Diversity Matrix Snow Lake Resources Ltd. | ||||||||
Country of Principal Executive Offices | Canada | |||||||
Foreign Private Issuer | Yes | |||||||
Disclosure Prohibited under Home Country Law | No | |||||||
| As of 11/17/2022 | As of 12/31/2023 | ||||||
Total Number of Directors | 5 | 5 | ||||||
Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | Female | Male | Non-Binary | Did Not Disclose Gender |
Directors | 1 | 4 | 0 | 0 | 1 | 4 | 0 | 0 |
Demographic Background | ||||||||
Underrepresented Individual in Home Country Jurisdiction | 2 | 4 | ||||||
LGBTQ+ | - | 0 | ||||||
Did Not Disclose Demographic Background | - | 0 | ||||||
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
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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 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
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of a dividend if there were reasonable grounds for believing that the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital. Under numerous other provisions in federal and provincial statutes, directors may also face personal liability for, among other things, environmental offences, source deductions from payrolls, and tax remittances. Corporate directors have a number of defenses to legal actions in which it is alleged that they have breached their statutory or fiduciary duties, including:
·dissenting from a resolution passed or action taken at a board meeting, which may relieve the director of any liability for the results of that decision;
·raising a “good faith reliance” defense to an accusation of breach of a fiduciary duty, whereby the director is entitled to rely in good faith on financial statements or reports made by an officer of the corporation, the corporation’s auditor, or by other professionals, such as a lawyer, an accountant, or an engineer; and
·availing themselves of a due diligence defense that permits directors to avoid a number of statutory liabilities, including breach of fiduciary duty, where the directors exercise the same degree of care, diligence and skill as a reasonably prudent person in comparable circumstances.
Conflicts of Interest
There are potential conflicts of interest to which the directors, officers, insiders and promoters of our company will be subject in connection with the operations of our company. Some of the directors, officers, insiders and promoters are engaged in and will continue to be engaged in corporations or businesses which may be in competition with the business of our company. Accordingly, situations may arise where the directors, officers, insiders and promoters will be in direct competition with our company. The directors and officers of our company have a fiduciary obligation to act in the best interests of our company, avoid conflicts of interest and to disclose to all other board members any relevant information about potential conflicts. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to our company may result in a breach of their obligations to the other companies, and in certain circumstances this could expose our company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of our company. Such conflicting legal obligations may expose our company to liability to others and impair our ability to achieve our business objectives. All of the directors or officers of our company have entered into non-competition or non-disclosure agreements with our company. Conflicts, if any, will be subject to the procedures and remedies as provided under the MCA and applicable securities laws, regulations and policies.
Terms of Directors and Officers
Our officers are appointed by and serve at the discretion of our board of directors. Unless the shareholders, by ordinary resolution, elect directors to hold office for a term expiring later than the close of the next annual meeting of shareholders, the term of office of a director upon election or appointment, subject to Section 103 of the MCA, shall cease at the close of the first annual meeting of shareholders following his or her election or appointment, provided that if no directors are elected at such annual meeting, he or she shall continue in office until his or her successor is elected or appointed. The following persons are disqualified by the MCA from being a director of the Company: (i) anyone who is less than 18 years of age; (ii) a person who is not an individual; and (iii) a person who has the status of a bankrupt.
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Employment and Indemnification Agreements
Frank Wheatley
The Company has entered into an employment agreement with Frank Wheatley. The employment agreement can be terminated in the following instances:
·By the Company without cause at any time and for any reason if the Company, in its sole discretion, so determines, by written notice of termination to Frank Wheatley, provided such termination without just cause is not based on grounds prohibited under any human rights legislation or on grounds which are otherwise prohibited by law., or
·By Frank Wheatley at any time and for any reason by giving ninety days’ prior notice in writing to the Company, or
·By the Company for just cause, effective immediately, by giving written notice of termination to Frank Wheatley setting out the basis for termination, or
·As a result of a change of control of the Company, or
·Upon permanent disability or death.
If Mr. Wheatley’s employment is terminated without just cause by the Company without cause, the Company shall pay and provide Mr. Wheatley with:
·an amount equivalent to 3 (three) months' base salary if the Company gives notice pursuant to section 5.5 of his agreement within 6 (six) months of the effective date;
·an amount equivalent to 6 (six) months' base salary if the Company gives notice pursuant to section 5.5 of his agreement after 6 (six) months of the effective date, but before 12 (twelve) months of the effective date;
·an amount equivalent to 12 (twelve) months' base salary if the Company gives notice pursuant to section 5.5 of his agreement after 12 (twelve) months of the effective date.
·such additional benefits, payments and entitlements which the Employment Standards Act (“ESA”) states that an employee is entitled to upon termination;
·any accrued, but unpaid base salary and bonus (if any) earned by Mr. Wheatley up to the date of termination;
·any accrued, but unpaid vacation pay earned by the executive up to the date of termination;
·re-imbursement of any pre-approved expenses incurred by Mr. Wheatley, but which remain unpaid up to the date of termination; and
·all stock options and RSUs to which Mr. Wheatley is entitled, which have vested on or before the date of termination, shall remain exercisable until one year after the date of termination.
If Frank Wheatley terminates his employment agreement, he shall not be entitled to any notice or pay in lieu of notice of termination, severance or similar payment in respect of such termination other than:
·any accrued and unpaid base salary and bonus (if any) earned by Frank Wheatley up to the date of termination;
·any accrued, but unpaid vacation pay earned by Frank Wheatley up to the date of termination;
·any other payments, benefits and entitlements to which Frank Wheatley is entitled under the ESA in such circumstances, other than termination pay and severance pay;
·reimbursement of any pre-approved expenses incurred by Frank Wheatley, but which remain unpaid up to the date of termination; and
·all stock options and RSUs to which Frank Wheatley is entitled, which have vested on or before the date of termination, shall remain exercisable until one year after the date of termination. Any unvested RSUs and stock options as of the date of termination shall expire immediately on the date of termination.
If Mr. Wheatley’s employment is terminated by the Company for just cause as enumerated in section 5.2(g) of his agreement, in that any action taken by Mr. Wheatley has a detrimental effect on the Company’s reputation or business, Mr. Wheatley shall not be entitled to any notice of termination or pay in lieu of notice, severance pay or similar payment in respect of such termination, but he shall receive the following payments:
·any accrued and unpaid base salary and bonus (if any) earned by Frank Wheatley up to the date of termination;
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·any accrued, but unpaid vacation pay earned by Frank Wheatley up to the date of termination;
·any other payments, benefits and entitlements to which Frank Wheatley is entitled under the ESA in such circumstances, other than termination pay and severance pay;
·reimbursement of any pre-approved expenses incurred by Frank Wheatley, but which remain unpaid up to the date of termination.
If Mr. Wheatley’s employment is terminated by the Company for any just cause as enumerated in sections 5.2(a)-(k) in his agreement other than 5.2(g) and 5.2(j), Mr. Wheatley shall only be entitled to:
·accrued and unpaid base salary and bonus (if any) earned by Mr. Wheatley up to the date of termination;
·accrued, but unpaid vacation pay earned by Mr. Wheatley up to the date of termination;
·any other payments, benefits and entitlements to which Mr. Wheatley is entitled pursuant to the ESA and which the ESA states that an employee is entitled to upon termination of employment, including termination pay and any applicable severance pay; and
·reimbursement of any pre-approved expenses incurred by the Executive, but which remain unpaid up to the date of termination. In the event of a termination of his agreement for any just cause as enumerated in sections 5.2(a)-(k) in his agreement other than 5.2(j), any vested and unvested RSUs and stock options as of the date of termination shall expire immediately on the date of termination.
If Mr. Wheatley’s employment is terminated because of a change of control where:
·Mr. Wheatley is dismissed from his employment with the Company without just cause (as defined in section 5.2 of his agreement) in the twelve (12) months following the change of control. The Company will not dismiss Mr. Wheatley for any reason unless such dismissal is specifically approved by the board; or
·within the twelve (12) months following the change of control, the position, responsibilities. Salary, bonus arrangement, or benefits provided to Mr. Wheatley in the agreement are materially reduced without the express written consent of Mr. Wheatley, and Mr. Wheatley delivers notice of resignation within thirty (30) days of said material reduction; or
·if, and subject to the event in section 5.9 (e) (b) of his agreement occurring, then within sixty (60) days following the date which is one hundred and twenty (120) days after the date of the change of control, Mr. Wheatley delivers thirty (30) days advance notice of resignation to the Company; then the Company shall pay and provide Mr. Wheatley:
oan amount equal to 24 (twenty four) months, base salary;
oany unvested RSUs and stock options to which Mr. Wheatley is entitled as of the change of control date shall immediately vest upon change of control;
osuch additional benefits, payments and entitlements which the ESA states that an employee is entitled to upon termination;
oany accrued, but unpaid base salary and bonus (if any) earned by Mr. Wheatley up to the date of termination;
oany accrued, but unpaid vacation pay earned by Mr. Wheatley up to the date of termination; and
ore-imbursement of any pre-approved expenses incurred by Mr. Wheatley, but which remain unpaid up to the date of termination.
If Mr. Wheatley’s employment is terminated as a result of permanent disability or death, Mr. Wheatley shall be entitled to:
·any accrued and unpaid base salary and bonus (if any) earned by Mr. Wheatley up to the date of termination;
·any accrued, but unpaid vacation pay earned by Mr. Wheatley up to the date of termination;
·any other payments, benefits and entitlements to which Mr. Wheatley is entitled pursuant to the ESA in such circumstances:
·re-imbursement of any pre-approved expenses incurred by Mr. Wheatley, but which remain unpaid up to the date of termination; and
·in the case of a termination as a result of permanent disability of his agreement, the payments described in the section 5.3 of his agreement.
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·all stock options and RSUs to which Mr. Wheatley is entitled, which have vested on or before the date of termination, shall remain exercisable until one year after the date of termination. Any unvested RSUs and stock options as of the date of termination shall expire immediately on the date of termination.
Mr. Wheatley will serve as an employee of the Company performing the duties as specified in section 3.1 of his agreement, which is filed as Exhibit 4.11 to this Annual Report. Mr. Wheatley will be compensated in the amount of $350,000 on an annual basis and will be entitled to participate in benefit programs established by the Company from time to time for its senior management personnel. Mr. Wheatley is entitled to an annual bonus in the sole and unfettered secretion of the board of directors. Mr. Wheatley will also be compensated in the form of 250,000 stock options and 200,000 RSUs, with a vesting schedule as detailed in section 4.4 of his agreement. Mr. Wheatley shall disclose to the Company, as the Company may direct, all ideas, suggestions, discoveries, inventions and improvements which he may make solely, jointly or in common with other employees, during the term of his employment with the Company and which relate to the business activities of the Company. Any improvements corning within the scope of the business of the Company made and/or developed by Mr. Wheatley while in the employ of the Company, whether or not conceived or made during regular working hours, or whether or not Mr. Wheatley is specifically instructed to make or develop the same, shall be for the benefit of the Company and shall be considered to have been made by virtue of Mr. Wheatley’s agreement and shall immediately become the exclusive property of the Company. Mr. Wheatley shall assign, set over and transfer to the Company, as the Company may direct, his entire right, title and interest in and to any and all the improvements and to all patents, copyrights or other intellectual property rights (or applications therefor) which may be or have been filed and/or issued by or to his or on his behalf, and Mr. Wheatley agrees to execute and deliver to the Company, any and all instruments necessary or desirable to accomplish the foregoing and, in addition, to do all lawful acts which may be necessary or desirable to assist the Company to obtain and enforce protection of the improvements. Mr. Wheatley also waives all moral rights in any improvements and all work produced by Mr. Wheatley during the term of his agreement.
The Company has entered into consulting agreements with entities owned by Peretz Schapiro and Brian Youngs. They are employed as consultants.
Peretz Schapiro
Peretz Schapiro’s agreement can be terminated by either party without cause upon ninety days’ written advance notice to the other party and each party may terminate the agreement for cause, without advance notice or payment in lieu of such notice, effectively immediately. Mr. Schapiro will act as an independent contractor and provide the services listed under Schedule 1 of his agreement, which is filed as Exhibit 4.24 to this Annual Report. Mr. Schapiro will be compensated in the amount of $8,000 per month during the term of his employment and will be granted 140,000 RSUs for the Common Shares of the Company which will vest per the vesting schedule as noted in section 4.1 of Exhibit 4.24. Further, if Mr. Schapiro’s agreement is terminated for cause, any RSus granted to him that would have vested as of the termination date will be converted into common shares of the Company and any RSus granted that have not vested as of the termination date will be canceled. If Mr. Schapiro’s agreement is terminated without cause, any RSUs granted to him shall be extended for a period of 1 (one) year from the termination date. Mr. Schapiro will be the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the services performed under the consulting agreement.
Brian Youngs
Brian Youngs’ agreement can be terminated in three instances:
·By the Company without cause upon the provision of thirty days’ written notice to Brian Youngs or by payment of thirty days’ service fees in lieu of such notice, or
·By the Company for cause without notice or payment in lieu thereof, or
·By Brian Youngs upon the provision of ninety days’ written notice to the Company.
Brian Youngs will act as an independent contractor and will provide the services listed in section 3 of his agreement, which is filed as Exhibit 4.25 to this Annual Report. Mr. Youngs will be compensated in the amount of CAD$10,000 per month without deduction at source by the Company for the purpose of withholding income tax, employment insurance payments or Canada Pension Plan contributions or remittance of a similar nature. Mr. Youngs is required to provide the Company full written details of all inventions, works and of all works embodying Intellectual Property Rights made wholly or partially by Mr. Youngs at any time during the course of his agreement and all Intellectual
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Property Rights subsisting (or which may in the future subsist) in all such inventions and works shall automatically, on creation vest in the Company absolutely. To the extent that they do not vest automatically, Mr. Youngs will hold
them in trust for the Company.
Kyle Nazareth
Kyle Nazareth’s agreement is governed under the services agreement between Branson Corporate Services Ltd. (“Branson”) and the Company, under which the Company has engaged Branson to perform certain services outlined in Scheule A of the agreement, which is filed as Exhibit 4.22 to this Annual Report. Under the agreement, Branson will provide CFO service to the Company through the Company’s appointment of Kyle Nazareth as Chief Financial Officer. The agreement can be terminated in two instances:
·The Company or Branson may, at any time, give 30 days’ advance written notice to the other party of its intention to terminate the agreement and on the expiration of such period the agreement will be terminated. In such event, the Company will be obligated to pay the remaining unpaid remuneration to the up to and including date of termination, or
·The Company may terminate the agreement without advance written notice to Branson and without further remuneration past the date of termination, upon the occurrence of any of the following events:
oBranson’s or one of its employees commission of a crime which relates directly to the performance of the agreement, or any act by Branson involving money or other property involving the Company or an affiliate of the Company that would constitute a crime in the jurisdiction involved; or
oany act by Branson or one of its employees of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or an affiliate or customer of the Company; or
oany material breach by Branson of any of the terms of the agreement which remains uncured after the expiration of 30 days following the delivery of written notice of such breach to Branson by the Company; or
oBranson’s failure to devote adequate time to the Company’s business, or conduct by Branson amounting to insubordination or inattention to, or substandard performance of Branson’s duties and responsibilities under the agreement, which remains uncured after the expiration of thirty days following the delivery of written notice of such failure or conduct to Branson by the Company.
Upon termination of the agreement, Branson will return to the Company, all Company’s property including all written information, tapes, discs or memory devices and copies thereof, and any other material on any medium in Branson’s possession or control pertaining to the business of the Company, without retaining any copies or records of any confidential information.
The remuneration of Branson will be at the rate and on the terms specified in Schedule B of the agreement.
General Information
Each of Frank Wheatley, Peretz Schapiro, Brian Youngs, and Kyle Nazareth’s agreements detailed here have non-disclosure/confidentiality and non-solicitation provisions. Mr. Wheatley’s and Mr. Nazareth’s agreements also have an additional non-competition provision.
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 an 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
65
corresponding corporate governance requirements otherwise imposed by the Nasdaq Stock Market Rules for U.S. domestic registrants.
In accordance with Canadian law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Stock Market Rules, as a foreign private issuer, we have elected to rely on home country governance requirements and certain exemptions thereunder rather than the Nasdaq Stock Market Rules, with respect to the following requirements:
| ● | Annual Shareholder Meeting - Nasdaq Rule 5620(a) |
|
|
|
|
| The Company is currently following Home Country Practices in lieu of Nasdaq Rule 5620(a), which requires a company to hold an annual meeting of shareholders no later than one year after the end of its fiscal year. |
|
|
|
| ● | Compensation Committee Composition - Nasdaq Rule 5605(d)(2) |
|
|
|
|
| The Company does not intend to follow Nasdaq Rule 5605(d)(2), which requires a compensation committee to compose entirely of independent directors. The Company intends to follow the Home Country Practices instead. |
|
|
|
| ● | Nominating and Corporate Governance Committee Composition – Nasdaq Rule 5605(e)(1) |
|
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|
|
| 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) |
|
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| The Company’s independent directors may not have regularly scheduled meetings at which only independent directors are present. |
|
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| ● | Shareholder Approval for Issuance of Securities - Nasdaq Rule 5635(d) |
|
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|
| 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). |
|
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| ● | Shareholder Approval for Equity Compensation – Nasdaq Rule 5635(c) |
|
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| 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. |
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| ● | Shareholder Approval for Change of Control – Nasdaq Rule 5635(b) |
|
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| The Company will not seek shareholders’ approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company. |
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| ● | Shareholder Approval for Acquisition of Stock or Assets of Another Company – Nasdaq Rule 5635(a) |
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| The Company will not seek shareholders’ approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company in certain circumstances. |
6.D. Employees
We have one employee at this time, our Chief Executive Officer Frank Wheatley.
66
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 |
|
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| ● | Each person who is known by us to beneficially own 5% or more of each class of our voting securities. |
|
| Common Shares |
| |||||
Directors and Executive Officers |
| Number of Shares |
|
| Percent of Class (%) |
| ||
Frank Wheatley, Chief Executive Officer (2) |
|
| 200,000 |
|
|
| *% |
|
Kyle Nazareth, Interim Chief financial Officer |
|
| 0 |
|
|
| *% |
|
Peretz Schapiro, Director(3) |
|
| 0 |
|
|
| *% |
|
Brian Youngs, Vice President, Exploration(4) |
|
| 72,000 |
|
|
| *% |
|
Nachum Labkowski, Director(5) |
|
| 252,882 |
|
|
| *% |
|
Kathleen Skerrett, Director(3) |
|
| 0 |
|
|
| *% |
|
Brian Imrie, Director(3) |
|
| 0 |
|
|
| *% |
|
Shlomo Kievman, Director(3) |
|
| 0 |
|
|
| *% |
|
All executive officers and directors (8 persons) |
|
| 524,882 |
|
|
| 1.83% |
|
Nova Minerals Limited(6) |
|
| 6,600,000 |
|
|
| 23.07% |
|
Derek Knight(7) |
|
| 1,136,313 |
|
|
| 3.97% |
|
*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.
67
(5) Consists of options for the purchase of 252,882 common shares exercisable within 60 days. Mr. Labkowski was granted options to purchase 160,000 common shares on May 25, 2019, and options to purchase 97,771 common shares on November 21, 2021. The May 25, 2019 options have a weighted average exercise price of C$2.50 per share and a term of five years. The options issued on November 21, 2021 have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. 97,771 of the options are exercisable within 60 days of the date of this report.
(6)Christopher Gerteisen is the Chief Executive Officer of Nova and has voting and investment power over the securities held by it. Mr. Gerteisen disclaims beneficial ownership of the shares held by Nova except to the extent of his pecuniary interest, if any, in such shares. The address of Nova is Suite 602, 566 St Kilda Road, Melbourne, Victoria 3004 Australia.
(7)Consists of 681,738 restricted common shares, warrants for the purchase of 84,285 common shares exercisable within 60 days and options for the purchase of 228,489 common shares exercisable within 60 days. Mr. Knight was granted an option to purchase 140,000 common shares on May 25, 2019 at a weighted average exercise price of C$2.50 for five years. Surge Wealth Inc., an Ontario corporation (“Surge Wealth”) was granted options to purchase 228,489 common shares on November 21, 2021. Mr. Knight, in his capacity as the President and Director of Surge Wealth, has the power to vote and the power to direct the disposition of all of the securities held by Surge Wealth. The address of Surge Wealth is 522 Ryerse Blvd, Simcoe, ON, CA. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All 228,489 of the options are exercisable within 60 days of the date of this report.
None of our major shareholders have different voting rights from other shareholders. As noted in the table above, Nova holds approximately 23.07% of our outstanding common shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
None.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major shareholders
Please refer to Item 6 “Directors, Senior Management and Employees—E. Share Ownership.”
7.B. Related Party Transactions
In accordance with IAS 24 – Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the compensation committee of our board of directors. The remuneration of directors and other members of key management personnel during the years ended June 30, 2024, 2023, and 2022 were as follows:
|
| 2024 |
| 2023 |
|
| 2022 |
|
| |||
|
| C$ |
| C$ |
|
| C$ |
|
| |||
Directors’ and officers’ consulting fees |
| 877,632 |
|
| 951,347 |
|
|
| 687,585 |
|
|
|
Cash Payment |
| - |
|
| 334,738 |
|
|
| - |
|
|
|
Exploration and evaluation expenditures |
| 134,764 |
|
| 415,325 |
|
|
| 220,765 |
|
|
|
Addendum payments |
| - |
|
| 2,554,830 |
|
|
| - |
|
|
|
Total |
| 1,012,126 |
|
| 4,256,240 |
|
|
| 908,350 |
|
|
|
68
Directors’ and officers’ consulting fees
During the year ended June 30, 2024, fees of $317,973 (2023 – $492,377; 2022 - $585,615) included in directors’ and officers’ consulting fees had been paid to companies controlled by officers of the Company.
Cash payment
During the year ended June 30, 2023, a payment of USD $250,000 ($334,738) (2022 - $nil) had been paid to a director of the Company.
Exploration and evaluation expenditures
During the year ended June 30, 2024, fees of $134,764 (2023 – $415,325; 2022 - $220,765) for services rendered by the Company’s Vice President of Exploration and its former Vice President of Resources Development, 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 $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, 2024, the Company has made a claim against these former officers (see Note 22 for more details).
Share-based compensation
During the year ended June 30, 2024, the Company had granted certain RSUs and options to various directors and officers. Total stock-based compensation of $953,845 (2023 – $2,422,516; 2022 - $8,035,506) 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 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 for the year ended June 30, 2023.
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.
Related party balances
All related party balances, for services and business expense reimbursements rendered as at June 30, 2024, 2023, and 2022 are non-interest bearing and payable on demand, and are comprised of the following:
| June 30, 2024 | June 30, 2023 | June 30, 2022 |
| $ | $ | $ |
Payable to officers and directors | 60,121 | 86,616 | 110,274 |
Payable (receivable) from Nova Minerals Ltd. | 81,023 | (10,287) | (10,287) |
| 141,144 | 76,329 | 99,987 |
69
During the year ended June 30, 2024, Nova Minerals Ltd. charged the Company an amount of $220,348 (2023 – $nil; 2022 - $nil) for reimbursable legal fees, which are recorded as professional fees on the consolidated statements of loss and comprehensive loss.
7.C. Interests of Experts and Counsel
Not Applicable.
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 2024, 2023, and 2022 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 $534,240 (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 $215,377.
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
70
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.
On February 8, 2024, the Company issued 500,000 common shares in connection with the Muskrat Dam Project option agreement. These common shares were valued at $733,615 based on the Company’s 30-day-volume-weighted-adjusted share price on the date of issuance.
On February 14, 2024, the Company issued 60,000 common shares upon the vesting of restricted share units valued at $179,505.
On February 20, 2024, the Company issued 325,000 common shares to 10152300 Manitoba LTD. pursuant to a debt settlement agreement for legal expenses between the parties. These common shares were valued at $426,155 based on the Company’s closing share price on the date of issuance.
On June 21, 2024, the Company issued 1,000,000 common shares pursuant to an agreement for the acquisition of the Black Lake Uranium Project. These common shares were valued at $994,765 based on the Company’s closing share price on the date of issuance.
On June 28, 2024, the Company issued 3,500,000 common shares in consideration for the amendment and termination of the Muskrat Dam Option Agreement. These common shares were valued at $3,415,591 based on the Company’s closing share price on the date of issuance.
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 are currently listed on the Nasdaq Capital Market, and have been listed on such exchange since November 19, 2021, in each case, 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
On October 7, 2021, we effectuated a one-for-five reverse stock split of our common shares, or the Reverse Split. The historical audited financial statements included elsewhere in this Annual Report have been adjusted for the Reverse Split. Unless otherwise indicated, all other share and per share data in this Annual Report have been retroactively adjusted, where applicable, to reflect the Reverse Split.
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At the shareholders meeting held on May 2, 2024, approval was given to undertake a reverse stock split of our common shares at a ratio to be determined by the board of directors, at its sole discretion, at such time as the Board of Directors deems appropriate, but in any event no later than May 1, 2027.
The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value of which 25,766,065 common shares are issued and outstanding as of June 30, 2024. No preferred shares have been issued.
Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders of the Company, to receive dividends as and when declared by the directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive, conversion or other subscription rights attached to the common shares of the Company.
All shares have been issued pursuant to resolutions of the board of directors of the Company.
Outstanding Share Data | No. of Common Shares | No. of Preferred Shares | Exercise Price per Share | Expiry Date |
Issued and Outstanding as at October 29, 2024 | 28,611,102 | Nil | N/A | N/A |
Warrants | 1,295,000 | Nil | $5.17 | October 2, 2024 – September 21, 2028 |
Stock Options | 807,771 | Nil | $3.96 | July 14, 2026 – May 24, 2029 |
Restricted Share Units | 440,000 | Nil | N/A | N/A |
Fully Diluted as at October 29, 2024 | 31,153,873 | Nil | N/A | N/A |
Item 10.A.4. Warrants
All warrants have been issued pursuant to resolutions of the board of directors of the Company.
The following summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended June 30, 2024, 2023 and 2022:
Warrants activity for the years ended June 30, 2024, 2023 and 2022 are as follows:
|
| Number of Warrants |
| Weighted Average Exercise Price | |||||
Balance, June 30, 2022 |
|
|
| 821,106 |
|
|
| C$3.93 |
|
Issued |
|
|
| 725,000 |
|
|
| USD $2.97 |
|
Exercised |
|
|
| (21,025) |
|
|
| C$1.50 |
|
Balance, June 30, 2023 |
|
|
| 1,525,054 |
|
|
| C$4.00 |
|
Expired |
|
|
| (616,054) |
|
|
| C$1.57 |
|
Cancelled |
|
|
| (2,000,000) |
|
|
| USD$1.50 |
|
Issued |
|
|
| 2,386,000 |
|
|
| USD$1.67 |
|
Balance, June 30, 2024 |
|
|
| 1,295,000 |
|
|
| C$5.13 |
|
72
As of June 30, 2024, the following warrants were outstanding:
Expiry Date |
| Exercise Price |
| Number of Warrants Outstanding | ||||
October 2, 2024 |
| $ | USD 2.00 |
|
|
| 100,000 |
|
October 2, 2024 |
| $ | USD 2.50 |
|
|
| 100,000 |
|
October 2, 2024 |
| $ | USD 3.00 |
|
|
| 100,000 |
|
February 17, 2025 |
| $ | USD 3.00 |
|
|
| 75,000 |
|
February 17, 2025 |
| $ | USD 4.00 |
|
|
| 75,000 |
|
February 17, 2025 |
| $ | USD 5.00 |
|
|
| 75,000 |
|
March 31, 2026 |
| $ | USD 2.50 |
|
|
| 500,000 |
|
November 19, 2026 |
| $ | USD 9.375 |
|
|
| 184,000 |
|
September 21, 2028 |
| $ | USD 2.67 |
|
|
| 86,000 |
|
|
|
| C$5.13 |
|
|
| 1,295,000 |
|
The weighted average remaining contractual life for warrants outstanding at June 30, 2024 is 1.47 years (2023 – 1.71 years; 2022 – 2.07 years).
Item 10.A.5. Stock Options
From time to time, the Company grants stock options to its directors, officers, employees and consultants on terms and conditions acceptable to the regulatory authorities. The stock options entitle the holders to acquire common shares of the Company from treasury.
The Plan was approved by the shareholders on September 7, 2022. The Company’s Plan provides that the board of directors of the Company may grant to directors, officers, employees and consultants of the Company options to acquire up to 10% of the 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. 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.
As of June 30, 2024, there were 807,771 stock options outstanding (June 30, 2023: 1,462,407) (June 30, 2022: 1,620,489).
The names and titles of the directors/executive officers of the Company to whom outstanding stock options have been granted and the numbers of common shares subject to such options as of October 29, 2024 are as follows:
Name | Number of Options | Number of Options currently vested | Exercise Price | Expiration Date |
Nachum Labkowski, Director | 160,000 | 160,000 | C $2.50 | May 24, 2029 |
| 97,771 | 97,771 | USD $7.50 | November 18, 2026 |
| 100,000 | 100,000 | USD $2.50 | January 30, 2028 |
Brian Imrie, Director | 50,000 | 50,000 | USD $2.50 | January 30, 2028 |
Peretz Schapiro, Director | 50,000 | 50,000 | USD $2.50 | January 30, 2028 |
Shlomo Kievman, Director | 50,000 | 50,000 | USD $2.50 | January 30, 2028 |
Kathleen Skerrett, Director | 50,000 | 50,000 | USD $2.50 | January 30, 2028 |
Frank Wheatley, CEO | 250,000 | 62,500 | USD $2.25 | July 14, 2026 |
73
Item 10. A.6. History of Share Capital
There are no special voting rights attached to any of the Company’s issued and outstanding shares. Shares were issued for cash, finders fees (warrants, exercised), for debt settlement, for acquisitions, and pursuant to property option agreements.
The Company has financed its operations through the issuance of common shares through private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:
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 C $9.51 (USD $7.50) per share for gross proceeds of C $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. In addition, the Company paid total issuance costs of C $2,995,448 comprised of (i) a cash commission of C $2,624,139 to the underwriters, (ii) underwriters’ fees of C $304,248, and (iii) other closing expenses of C $67,061.
On November 23, 2021, the Company also issued 751,163 common shares for the conversion of all outstanding debentures at a conversion price of C $1.25 per common share.
On January 9, 2022, the Company issued 240,000 common shares as a result of the vesting of RSUs.
During the year ended June 30, 2022, 243,419 common shares were issued as a result of the exercise of warrants.
On January 25, 2023, the Company issued 240,000 common shares 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.
During the year ended June 30, 2023, 21,052 common shares were also issued as a result of the exercise of Warrants.
On September 21, 2023, the Company issued 21,276 common shares to a third-party pursuant to a letter agreement.
On October 20, 2023, the Company issued 40,000 common shares to a third-party pursuant to a marketing agreement.
On February 8, 2024, the Company issued 500,000 common shares in connection with the Muskrat Dam Project option agreement.
On February 14, 2024, the Company issued 60,000 common shares upon the vesting of restricted share units.
On February 20, 2024, the Company issued 325,000 common shares to 10152300 Manitoba LTD. pursuant to a debt settlement agreement for legal expenses between the parties.
On June 21, 2024, the Company issued 1,000,000 common shares pursuant to an agreement for the acquisition of the Black Lake Uranium Project.
On June 28, 2024, the Company issued 3,500,000 common shares in consideration for the amendment and termination of the Muskrat Dam Option Agreement.
On August 7, 2024, the Company issued 2,024,496 common shares in connection with our acquisition of the First Stage Interest with respect to the Engo Valley Uranium Project.
Subsequent to June 30, 2024, the Company has sold 820,541 common shares under the ATM financing.
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Flow Through Shares
Canadian tax legislation allows for investment tax credits, at a rate of 15%, applicable to certain mining exploration expenses in Canada pursuant to a Flow-through share issuance agreement. Common shares of exploration companies which are issued under the program are known as “Flow-Through” shares as the Company making the qualified expenditures flow-through such tax credits received to the purchasers of these specific common shares. A Flow-through share investor could apply this tax credit to reduce his or her Canadian Federal income tax payable. In order to apply for the credits, the flow-through shareholder must be resident in Canada and subject to Canada Federal Income Tax for the taxation year in which the credit is being claimed.
The mining exploration expenses that qualify for the investment tax credit under the Flow-through program must be incurred in the scope of mining exploration activities conducted from or above the ground surface in order to determine the existence or location of mineral materials. These minerals include the deposit of common metals or the deposit of minerals for which the Minister of Natural Resources has stated that the principal mineral extract is an industrial mineral contained in a non-stratified deposit. The mining exploration activities that qualify include expenses incurred in order to determine the existence, location, extent, or quality of a mineral resource in Canada, including the prospector costs, the geological, geophysical or geochemical study costs, the costs of steelhead or diamond drilling, by hammering or other methods, and the costs of digging trenches. It is not intended for expenses related to existing mines.
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 C $3.6117 (USD $2.67) per common share, for gross proceeds of C $7,707,292 (USD $5,697,710). In connection with the offering, the Company issued 86,000 agents’ 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 C $215,377.
Warrants
At October 29, 2024, an aggregate of 1,295,000 common shares were issuable upon the exercise of outstanding common share purchase warrants, with a weighted average exercise price of $5.13 per common share.
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 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.”
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 Annual 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
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in a business or part of a business carried on in Canada; (v) is not an “insurer” as that term is defined in the Canadian Tax Act; (vi) 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 (vii) 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.
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:
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| ● | 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 shares pursuant to this Annual Report and hold such common shares as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or 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 or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, 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, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or 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 10% 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, partnerships and other pass-through entities, and investors in such pass-through entities. This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences.
As used in this discussion, the term “U.S. Holder” means a beneficial owner of our common shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds our common shares, the U.S. federal income tax consequences relating to an investment in our common shares will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of our common shares. Persons considering an investment in our common shares should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of our common shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.
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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 (i) at least 75% of its gross income is “passive income” or (ii) 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, 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, 2024, 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 2024 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 a PFIC in any taxable year 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 (i) 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 (ii) 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 a PFIC for any year during which a U.S. Holder holds our common shares, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds our common shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our common shares. If the election is made, the U.S. Holder will be deemed to sell our common shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s common shares would not be treated as shares of a PFIC unless we subsequently become a PFIC.
If we are 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,
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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. 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 are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our common shares, the consequences to them of an investment in a PFIC, any elections available with respect to our common shares and the IRS information reporting obligations with respect to the purchase, ownership and disposition of the common shares of a PFIC.
Distributions
Subject to the discussion above under “—Passive Foreign Investment Company Consequences”, a U.S. Holder that receives a distribution with respect to our common shares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s common shares. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s common shares, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends. Distributions on our common shares that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.
A U.S. Holder receiving a distribution from which the 25% Canadian withholding tax (as described above in “Canadian Income Tax Considerations – Dividends”) has been deducted may be entitled to a foreign tax credit in determining the U.S. Holder’s federal income tax liability for the year in which the distribution is received. The availability of a full or partial foreign tax credit in respect of such Canadian withholding tax is determined under rules of considerable complexity, and the foreign tax credit may not be available in all cases. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the availability of the foreign tax credit with respect to distributions received from which Canadian tax has been withheld at source.
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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 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. Any gain or loss recognized from the sale or other disposition of our common shares will generally be gain or loss from sources within the United States for U.S. foreign tax credit purposes.
Medicare Tax
Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of our common shares. If you are a United States person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of this Medicare tax to your income and gains in respect of your investment in our common shares.
Information Reporting
U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our common shares, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). As described above under “Passive Foreign Investment Company Consequences”, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than US$100,000 for our common shares may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.
U.S. Holders should consult their own tax advisors regarding the information reporting rules.
10.F. Dividends and Paying Agents
Not applicable.
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10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We have filed this Annual Report 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 Annual 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 Annual 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.
10.J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our activities expose us 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. We use 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 21 to our consolidated financial statements included elsewhere in this Annual Report for further information with respect to certain of these risks.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
We do not have any American Depositary Shares.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
14.A.-D. Material Modifications to the Rights of Security Holders.
There have been no material modifications to the rights of our security holders.
14.E. Use of Proceeds.
The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File Number 333-254755) (the “F-1 Registration Statement”) in relation to our initial public offering of 3,680,000 common shares at a public offering price of US$7.50 per share. ThinkEquity LLC acted as the representative for the several underwriters of the offering.
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, 2022 to June 30, 2024, the total expenses incurred for our company’s account in connection with our IPO was approximately $3.0 million, which included $2.9 million in underwriting discounts and commissions for the IPO and approximately $0.1 million in other costs and expenses. We received net proceeds of approximately $32.0 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, 2024, the following is our reasonable estimate of the uses of the proceeds from the IPO:
●Approximately C$9.2 million was used for resource development activities such as drilling, soil sampling, as well as potential project acquisition;
●Approximately C$6.12 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 $C15.8 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$0.9 million was used for general corporate expenses.
Other than the changes in percentages for each of the 4 uses described above that were anticipated when filed the F-1 Registration Statement, there has not been 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, all of the net proceed of the initial public offering have been expended.
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ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the 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 interim 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, 2024. Based on that evaluation, our management, including our chief executive officer and interim 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 Exchange Act. 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, 2024. 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, 2024.
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) that occurred during the year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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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. Each of Brian Imrie, Shlomo Kievman and Kathleen Skerrett 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, 2024, 2023, and 2022 by DeVisser Gray LLP, the Company’s principal accounting firm.
Accountant Fees and Services |
| 2024 |
| 2023 |
|
| 2022 |
|
|
| |||
|
| C$ |
| C$ |
|
| C$ |
|
|
| |||
Audit Fees |
| 45,000 |
|
| 45,000 |
|
|
| 45,000 |
|
|
|
|
Audit Related Fees (F1 review) |
| 9,500 |
|
| 9,500 |
|
|
| 9,500 |
|
|
|
|
Tax Fees |
|
|
|
| - |
|
|
| - |
|
|
|
|
All Other Fees |
| 8,000 |
|
| 8,000 |
|
|
| 8,000 |
|
|
|
|
|
| 62,000 |
|
| 62,000 |
|
|
| 62,000 |
|
|
|
|
Audit Fees
The audit fees for the years ended June 30, 2024, 2023, and 2022, are C$45,000 (approximately US$33,333), C$45,000 (approximately US$33,988), and C$45,000 (approximately US$34,922) respectively, which were paid for professional services rendered for the audits of our consolidated financial statements. Other fees of C$17,500 (approximately US$12,963), C$17,500 (approximately US$13,218), and C$17,500 (approximately USD$13,581) 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.
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
84
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 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.
85
●We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5605(e)(1)(B), which requires a nominating and corporate governance committee to compose entirely of independent directors. Nachum Labkowski and Peretz Schapiro serve as non-independent directors in our nominating and corporate governance committee.
●We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5635(a), which requires shareholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company in certain circumstances.
·We are currently following Canadian corporate governance practice in lieu of Nasdaq Rule 5635(b), which requires shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company.
●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.
ITEM 16H. MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
The Company has adopted a written insider trading policy, or the Stock Trading Policy, that is reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, and any listing standards applicable to the Company. The Stock Trading Policy provides guidance to the directors, officers, employees, consultants, and contractors, including agents, of the Company (“Company Personnel”) and its subsidiaries with respect to stock trading and assists the Company Personnel in understanding their obligations and responsibilities under Canadian and United States securities laws and regulations, as applicable.
A copy of the Stock Trading Policy, as currently in effect, is filed as exhibit 11.2 to this Annual Report.
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
The Company uses a third-party information technology service provider to manage its information system, including cybersecurity risk assessment procedures to ensure effectiveness in cybersecurity management, strategy and governance, and reporting cybersecurity risks.
86
As of the date of this Annual Report, the Company has not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.
Cybersecurity Governance
The Company’s Chief Financial Officer is responsible for assessing and managing material risks from cybersecurity threats. The Chief Financial Officer oversees the Company’s efforts to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
The Board has specific responsibility for overseeing cybersecurity risk management and evaluation and being informed on risks from cybersecurity threats. The Chief Financial Officer reports, with support of the third-party information technology service provider, to the Board on cybersecurity risk management matters as needed. Any material cybersecurity incidents would be reported to the Board by the CFO. In the case of a material cybersecurity incident, the Board is responsible for ensuring that the proposed action and disclosure of the incident is adequate and that measures are put in place to prevent further incidents.
87
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 Annual Report.
All financial statements in this Annual Report, unless otherwise stated, are presented in accordance with IFRS.
ITEM 19. EXHIBITS
Exhibit No. |
| Description |
1.1 |
| |
1.2 |
| |
1.3 |
| |
1.4 |
| |
1.5 |
| |
1.6* |
| |
2.1* |
| Description of Securities Pursuant to Section 12 of the Exchange Act as of June 30, 2024 |
4.1 |
| |
4.2 |
| Form of Independent Director Agreement (incorporated by reference to Exhibit 10.2 to Form F-3 filed on June 1, 2023) |
4.3 |
| Form of Indemnity Agreement (incorporated by reference to Exhibit 10.3 to Form F-3 filed on June 1, 2023) |
4.4 |
| |
4.5 |
| |
4.6 |
| |
4.7 |
| Consultant Agreement dated November 1, 2021 between Snow Lake Resources Ltd. and Surge Wealth Inc. (incorporated by reference to Exhibit 4.24 to Form 20-F filed on October 31, 2023) |
4.8 |
| |
4.9 |
| Form of Addendum to Consulting Services Agreement dated August 1, 2022 (incorporated by reference to Exhibit 4.26 to Form 20-F filed on October 31, 2023) |
4.10 |
| Snow Lake Resources Ltd. Amended and Restated Stock Option Plan adopted on September 7, 2022 (incorporated by reference to Exhibit 4.28 to Form 20-F filed on October 31, 2023) |
4.11 |
| |
4.12 |
|
88
4.13 |
| |
4.14 |
| |
4.15 |
| |
4.16 |
| |
4.17* |
| |
4.18* |
| |
4.19* |
| |
4.20* |
| |
4.21* |
| |
4.22* |
| |
4.23* |
| Form of Subscription Agreement for Flow-Through Common Shares, dated September 2023 |
4.24* |
| Consultant Agreement dated January 1, 2022 between Snow Lake Resources Ltd. and Brian Youngs |
4.25* |
| |
8.1* |
| |
11.1 |
| |
11.2* |
| |
12.1* |
| |
12.2* |
| |
13.1** |
| |
15.1* |
| |
97* |
| |
101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Filed herewith.
**Furnished herewith.
89
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing this 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/ Kyle Nazareth |
Name: | Frank Wheatley |
| Name: | Kyle Nazareth |
Title: | Chief Executive Officer |
| Title: | Interim Chief Financial Officer |
Date: | October 29, 2024 |
| Date: | October 29, 2024 |
90
Snow Lake Resources Ltd.
Consolidated Financial Statements
For the Years Ended June 30, 2024, 2023 and 2022
(Expressed in Canadian Dollars)
F-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page |
|
|
Report of Independent Registered Public Accounting Firm (PCAOB ID: 0 | F-3 |
F-4 | |
F-5 | |
F-6 | |
F-7 | |
F-8 – F-41 |
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, 2024 and 2023 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, 2024, 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, 2024 and 2023 and its financial performance and its cash flows for each of the years in the three-year period ended June 30, 2024, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no current source of revenue, has incurred losses from inception, has a net capital deficiency and dependent upon its ability to secure new sources of financing that raise substantial 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.
/s/
CHARTERED PROFESSIONAL ACCOUNTANTS
October 29, 2024
We have served as the Company’s auditor since 2019.
F-3
Snow Lake Resources Ltd. |
Consolidated Statements of Financial Position |
(Expressed in Canadian Dollars) |
As at June 30, 2024 | As at June 30, 2023 | |
| $ | $ |
Assets |
|
|
Current Assets |
|
|
Cash | ||
Sales tax receivable (Note 4) | ||
Prepaids and deposits (Note 5) | ||
Due from related party (Note 18) | ||
Total Current Assets | ||
Exploration and evaluation assets (Note 6) | ||
Right-of-use assets (Note 7) | ||
Total Assets | ||
Liabilities |
|
|
Current Liabilities |
|
|
Accounts payable and accrued liabilities (Note 8) | ||
Due to related parties (Note 18) | ||
Lease liabilities – current portion (Note 9) | ||
Derivative liabilities (Note 10) | ||
Other liabilities (Note 11) | ||
Total Current Liabilities | ||
Lease liabilities (Note 9) | ||
Flow-through share liability (Note 12) | ||
Total Liabilities | ||
Shareholders’ Equity |
|
|
Share capital (Note 13) | ||
Reserve for restricted share units (Note 14) | ||
Reserve for share-based payments (Note 15) | ||
Reserve for warrants (Note 16) | ||
Accumulated deficit | ( | ( |
Total Shareholders’ Equity | ||
Total Liabilities and Shareholders’ Equity | ||
|
|
|
Nature of operations and going concern (Note 1) |
|
|
Commitments and contingencies (Notes 22) |
|
|
Subsequent events (Note 6 and 23) |
|
|
Approved on behalf of the Board of Directors: |
|
|
|
|
|
“Brian Imrie” (signed) |
| “Nochum Labkowski” (signed) |
Director |
| Director |
The accompanying notes are an integral part of these consolidated financial statements
F-4
Snow Lake Resources Ltd. |
Consolidated Statements of Loss and Comprehensive Loss |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
2024 | 2023 | 2022 | |
| $ | $ | $ |
Expenses |
|
|
|
Professional fees (Note 10) | |||
Consulting fees (Note 10) | |||
Stock-based compensation (Notes 11, 14, 15 and 18) | |||
Directors’ and officers’ consulting fees (Note 18) | |||
Insurance expense | |||
General and administrative expenses | |||
Travel expenses | |||
Transfer agent and regulatory fees | |||
Research expenses | |||
Depreciation on right-of-use assets (Note 7) | |||
Bank fees and interest | |||
Accretion expense (Note 9) | |||
Interest on loan and debentures | |||
Amortization of transaction costs | |||
( | ( | ( | |
Other Items |
|
|
|
Loss on termination of Muskrat Dam Project (Note 6) | ( | ||
Gain (loss) on change in fair value of derivative liabilities (Note 10) | ( | ||
Gain (loss) on debt settlement | ( | ||
Premium on flow-through shares (Note 12) | |||
Grant income | |||
Interest income | |||
Foreign exchange gain | |||
( | |||
Net Loss and Comprehensive Loss | ( | ( | ( |
Weighted Average Number of Outstanding Shares |
|
|
|
Basic and diluted (Note 17) | |||
Net Loss per Share |
|
|
|
Basic and diluted (Note 17) | ( | ( | ( |
The accompanying notes are an integral part of these consolidated financial statements
F-5
Snow Lake Resources Ltd. |
Consolidated Statements of Changes in Shareholders’ Equity |
For the Years Ended June 30, 2024, 2023 and 2022 |
(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, 2021 | | | | | | ( | | |
Issuance of share on IPO (Note 13) | | | - | - | - | - | | |
Share issue costs (Note 13) | - | ( | - | - | - | - | ( | |
Issuance on conversion of debentures (Note 13) | | | - | - | | - | | |
Issuance of share on vesting of RSUs (Note 13 and 14) | | | - | ( | - | - | | |
Stock-based compensation (Note 1 and 15) | - | - | | | - | - | | |
Cancellation of stock options (Note 15) | - | - | ( | - | - | | | |
Exercise of warrants (Notes 13 and 16) | | | - | - | ( | - | | |
Net loss for the year | - | - | - | - | - | ( | ( | |
Balance, June 30, 2022 | | | | | | ( | | |
|
|
|
|
|
|
|
| |
Issuance of debt settlement | | | - | - | - | - | | |
Stock-based compensation (Note 15) | - | - | | | - | - | | |
Cancellation of stock options (Note 15) | - | - | ( | - | - | | | |
Exercise of warrants (Notes 13 and 16) | | | - | - | ( | - | | |
Net loss for the year | - | - | - | - | - | ( | ( | |
Balance, June 30, 2023 | | | | | | ( | | |
|
|
|
|
|
|
|
|
|
Issuance of shares on financing (Note 13) | | | - | - | - | - | | |
Flow-through share liability (Notes 12 and 13) | - | ( | - | - | - | - | ( | |
Share issue costs (Notes 13) | - | ( | - | - | - | - | ( | |
Issuance of shares per agreements (Note 13) | | | - | - | - | - | | |
Issuance of shares per option agreements (Note 13) | | | - | - | - | - | | |
Shares issued on vested RSUs (Notes 13 and 14) | | | - | ( | - | - | | |
Stock-based compensation (Notes 14 and 15) | - | - | | | - | - | | |
Cancellation of RSUs (Note 14) | - | - | - | ( | - | | - | |
Cancellation of stock options (Note 15) | - | - | ( | - | - | | | |
Expiry of warrants (Note 16) | - | - | - | - | ( | | - | |
Net loss for the year | - | - | - | - | - | ( | ( | |
Balance, June 30, 2024 | | | | | | ( | | |
F-6
Snow Lake Resources Ltd. |
Consolidated Statements of Cash Flows |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
2024 | 2023 | 2022 | |
| $ | $ | $ |
Operating Activities |
|
|
|
Net loss for the year | ( | ( | ( |
Adjustments for non-cash items: |
|
|
|
Depreciation on right-of-use assets (Note 7) | |||
Issuance of warrants for claims settlement | |||
Interest expenses and accretion (Note 9) | |||
Amortization of transaction costs | |||
Issuance of warrants for services (Note 10) | |||
Loss on termination of Muskrat Dam Project (Note 6) | |||
Loss (gain) on change in fair value of derivative liabilities (Note 10) | ( | ( | |
Issuance of shares per option agreements | |||
Loss on debt settled through the issuance of shares (Note 13) | |||
Issuance of shares-for-debt-settlement | |||
Premium on flow-through shares (Note 12) | ( | ||
Stock-based compensation (Notes 11, 14, 15 and 18) | |||
Foreign exchange loss (gain) | ( | ( | |
( | ( | ( | |
Net change in non-cash working capital items: |
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Sales tax receivable | ( | ||
Prepaids and deposits | ( | ||
Due from related party | |||
Accounts payable and accrued liabilities (Note 8) | |||
Due to related parties | ( | ( | |
Cash Flows used in Operating Activities | ( | ( | ( |
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Financing Activities |
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Proceeds from private placement financing (Note 13) | |||
Proceeds from issuance of shares on IPO (Note 13) | |||
Share issuance costs (Note 13) | ( | ( | |
Repayment on loan | ( | ||
Proceeds from exercise of warrants (Note 13) | |||
Payment on redemption of restricted share units (Note 11) | ( | ||
Payments made on lease deposit | ( | ||
Lease payments (Note 9) | ( | ( | |
Cash Flows provided by (used in) Financing Activities | ( | ||
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Investing Activities |
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Payments for exploration and evaluation assets | ( | ( | ( |
Cash Flows used in Investing Activities | ( | ( | ( |
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Decrease | ( | ( | |
Cash, beginning of year | |||
Cash, end of year | |||
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Supplemental Information |
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Exploration and evaluation assets in accounts payable | |||
Fair value of agent’s warrants issued as share issue costs (Note 10) |
The accompanying notes are an integral part of these consolidated financial statements
F-7
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
1. Nature of Operations and Going Concern
Snow Lake Resources Ltd., d/b/a Snow Lake Energy (“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., Snow Lake (Crowduck) Ltd., Global Uranium Acquisition Corp. PTY LTD., Snow Lake Exploration (US) Ltd., and Snow Lake Investments (US) 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”.
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, 2024, the Company incurred a net loss of $
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. 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 October 29, 2024.
F-8
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
2. 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 3. 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, including financing activities, and the Company's cash position at year-end.
F-9
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
2. Basis of Presentation (continued)
(e) Significant Accounting Judgments and Estimates (continued)
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 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.
F-10
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
2. Basis of Presentation (continued)
(e) Significant Accounting Judgments and Estimates (continued)
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 (“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.
3. Summary of Material 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.
F-11
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(a) Current and Non-Current Classification (continued)
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.
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.
F-12
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(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, lease liabilities, derivative liabilities and other liabilities.
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.
F-13
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(d) Financial Instruments (continued)
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, 2024 and 2023, 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 | |
Due to/from related parties | |
Accounts payable | |
Lease liabilities | |
Derivative liabilities | |
Other liabilities |
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.
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.
F-14
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(d) Financial Instruments (continued)
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.
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-15
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(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.
(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.
F-16
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(h) Provisions (continued)
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.
3. Summary of Material 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
F-17
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
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.
F-18
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(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.
(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.
F-19
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
3. Summary of Material Accounting Policies (continued)
(o) Foreign Currency Translation (continued)
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.
4. 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.
5. Prepaid Expenses
June 30, 2024 | June 30, 2023 | June 30, 2022 | |
| $ | $ | $ |
Prepaid insurance | |||
Advances made to suppliers and deposits | |||
6. Exploration and Evaluation Assets
The following summarizes the movement of the Company’s E&E assets for the years ended June 30, 2024, 2023 and 2022:
June 30, 2024 | June 30, 2023 | June 30, 2022 | |
| $ | $ | $ |
Balance, beginning of year | |||
Exploration and evaluation expenditures | |||
Disposal due to termination of Muskrat Dam Project | ( | ||
Balance, end of year |
ACME Option Agreement
On January 29, 2024, the Company entered into an option agreement (the “ACME Option Agreement”) with ACME Lithium Inc. (“ACME”), pursuant to which ACME has granted the Company the option to earn up to a 90% undivided interest in the mineral claims held by ACME at its Manitoba lithium project areas, located in south eastern Manitoba,
F-20
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
Canada (the “Shatford Lake Project”), which is comprised of 37 mineral claims located over three project areas - Shatford Lake, Birse Lake, and Cat-Euclid Lake, totaling approximately 17,000 acres.
Pursuant to the ACME Option Agreement, the Company may exercise the option by paying a total of $800,000 and incurring a total of $1,800,000 in exploration and development (“E&D”) expenditures over a two-year period, as follows:
·Initial payment: Cash payment of $20,000 (paid);
·Upon execution: Cash payment of $130,000 (paid);
·First year: Cash payment of $150,000 and minimum E&D expenditures of $600,000; and
·Second year: Cash payment of $500,000 and minimum E&D expenditures of $1,200,000.
Once the Company has earned a 90% undivided interest in the Shatford Lake Project, and completed a positive feasibility study, a joint venture (the “Joint Venture”) between Snow Lake and ACME will be formed for further development, the detailed market standard terms and conditions of which will be agreed at the time of formation of the Joint Venture.
Muskrat Dam Option Agreement
On February 5, 2024, the Company entered into another option agreement (the “Muskrat Dam Option Agreement”) with a private Manitoba company (“Manco”) to acquire a 90% undivided interest in a group of mineral claims in the Muskrat Dam Lake area of Western Ontario, near Kenora and the border with Manitoba (the “Muskrat Dam Project”). Pursuant to the Muskrat Dam Option Agreement, Manco had granted the Company the option to earn up to a 90% undivided interest in the Muskrat Dam Project upon the following terms and conditions:
F-21
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
6. Exploration and Evaluation Assets (continued)
Pursuant to the Muskrat Dam Option Agreement, the Company paid $50,000, issued an aggregate of 500,000 common shares (Note 13), and granted 2,000,000 2024 Settlement Warrants (each a 2024 Settlement Warrant), whereby each 2024 Settlement Warrant is exercisable for a period of five years at an exercise price of USD $1.50 (see Note 10).
The option agreement was amended and terminated on June 28, 2024, and the Company issued an aggregate of 3,500,000 shares in consideration for the termination (see Note 13). The 2,000,000 2024 Settlement Warrants previously issued were cancelled (see Note 10). A loss on termination of the Muskrat Dam Option Agreement of $
Engo Valley Uranium Project
On February 20, 2024, the Company and a British Columbia company (the “Vendor”) entered into a binding letter of intent (the “LOI”) to acquire 100% of Engo Valley Pty Ltd. (“Engo Valley”), a private Australian company, pursuant to which Snow Lake will acquire up to 85% undivided indirect interest in Namibia Minerals and Investment Holdings (Proprietary) Limited (the “Project Company”), a private Namibian company, which in turn is the sole registered and beneficial owner of 100% of the right, title and interest in the Exclusive Prospecting License - 5887 (the “License”) for the Engo Valley Uranium Project.
In July 2024, subsequent to year end, the Company entered into a share purchase agreement to acquire Engo Valley in two stages, as follows:
(a) First Stage Interest
Snow Lake acquired an initial 80% undivided interest in Engo Valley, which represents a 68% undivided indirect interest in the Project Company (the “First Stage Interest”), upon:
·payment to the Vendor of USD $250,000 in cash (paid);
·incurring exploration expenditures of a minimum of USD $200,000 (incurred); and
·allotting and issuing to the Vendor 2,024,496 common shares (issued subsequent to year end).
(b) Second Stage Interest
The Company will acquire an additional 20% undivided interest in Engo Valley, which represents a 17% undivided indirect interest in the Project Company by (the “Second Stage Interest”), for a total undivided indirect interest of 85% in the Project Company, upon:
·incurring additional exploration expenditures of a minimum of USD $800,000 on or before June 30, 2025, provided, that any expenditures we incurred in excess of the USD $200,000 minimum exploration expenditures in connection with our acquisition of the First Stage Interest will be credited against the expenditure commitment for the Second Stage Interest.
F-22
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
6. Exploration and Evaluation Assets (continued)
After the Company acquires the Second Stage Interest, the Company will be obligated to make the following payments to the Vendor, in the form of our common shares, upon the achievement of the following milestones:
i)Milestone Payment No. 1: In the event an SK-1300 compliant technical report determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 10 million pounds with a minimum average grade of 250 parts per million, or ppm, U3O8, the Company will issue an aggregate of 1,030,927 common shares; and
ii)Milestone Payment No. 2: In the event an SK-1300 compliant technical report determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 25 million pounds with a minimum average grade of 250 ppm U3O8, the Company will issue an aggregate of 1,030,927 common shares.
Black Lake Uranium Project
On May 8, 2024, Snow Lake entered into a share purchase agreement to acquire 100% of Global Uranium Acquisition Corp (Pty) Ltd ("Global Uranium"), a private Australian company, which in turn, has entered into a mineral property option agreement (the "Option Agreement") with Doctors Investment Group Ltd. ("Doctors"), a private British Columbia company, pursuant to which Global can earn a 100% interest in the Black Lake Uranium Project.
Snow Lake agreed to acquire Global Uranium in consideration of:
·payment of $50,000 in cash (paid);
·issuance of 1,000,000 common shares upon execution of the share purchase agreement (issued); and
·issuance of 1,000,000 common shares in the event that an SK-1300 compliant technical report determines that there is a uranium mineral resource on the Black Lake Uranium Project of a minimum of 10 million pounds U3O8 with a minimum average grade of 500 ppm U3O8 per tonne.
The acquisition was completed on June 21, 2024, and was accounted for as an asset acquisition as Global Uranium does not meet the definition of a business under IFRS 3. As Global Uranium had net assets of $nil on the date of acquisition, the full value of the consideration given up by the Company has been allocated to exploration and evaluation assets.
The Option Agreement provides that Global Uranium can earn a 100% interest in the Black Lake Uranium Project as follows:
a.Cash Payments by Global Uranium to Doctors of the following amounts:
i.$50,000 within 2 days of signing the Option Agreement (paid);
ii.$150,000 within 30 days of signing the Option Agreement (paid);
iii.$250,000 on or before the first anniversary of signing the Option Agreement;
iv.$350,000 on or before the second anniversary of signing the Option Agreement;
v.$400,000 on or before the third anniversary of signing the Option Agreement; and
vi.$600,000 on or before the fourth anniversary of signing the Option Agreement.
F-23
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
6. Exploration and Evaluation Assets (continued)
b.Exploration Expenditures – Global Uranium incurring the following exploration expenditures on the Black Lake Uranium Project:
i.$500,000 in exploration expenditures on or before the first anniversary of the signing of the Option Agreement;
ii.$500,000 in exploration expenditures on or before the second anniversary of the signing of the Option Agreement; and
iii.$1,000,000 in exploration expenditures on or before the third anniversary of the signing of the Option Agreement.
Global Uranium has the right under the Option Agreement to accelerate both cash payments and/or the exploration expenditures prescribed under the Option Agreement.
7. 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, 2024, 2023 and 2022, the Company’s leased equipment classified as right-of-use (“ROU”) assets are as follows:
| June 30, 2024 | June 30, 2023 | June 30, 2022 |
| $ | $ | $ |
Cost, beginning of year | 63,360 | - | - |
Additions for right-of-use assets | - | ||
Balance, end of year | 63,360 | 63,360 | - |
|
|
|
|
Accumulated Amortization, beginning of year | - | ||
Depreciation | - | ||
Accumulated Amortization, end of year | - | ||
|
|
|
|
Net Book Value | - |
8. Accounts Payable and Accrued Liabilities
June 30, 2024 | June 30, 2023 | June 30, 2022 | |
| $ | $ | $ |
Trade payables | |||
Accrued liabilities | |||
Accounts payable of the Company are principally comprised of amounts outstanding for trade purchases incurred in the normal course of business.
F-24
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
9. Lease Liabilities
The movements and carrying amounts of the Company’s ROU assets under lease as per disclosed in Note 7, are summarized as follows:
| $ |
Balance, June 30, 2022 and 2021 | |
Additions of lease | |
Lease payments | ( |
Accretion on lease liabilities | |
Balance, June 30, 2023 | |
Lease payments | ( |
Accretion on lease liabilities | |
Balance, June 30, 2024 |
| $ |
Current | |
Non-current | |
|
10. 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, 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 (each a “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 the Black-Scholes valuation model (“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, 2024, the derivative liability related to the Finders’ Warrants was measured at a fair value of $45,285 (2023 – $379,025; 2022 - $286,997) using Black-Scholes with the following assumptions: share price of USD $0.71, exercise price of USD $9.375, expected volatility of 129% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.02% and an estimated remaining life of 2.4 years.
During the year ended June 30, 2024, the Company recorded a fair value gain of $
F-25
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
10. 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 $3.00 for 75,000 Incentive Warrants; (ii) USD $4.00 for 75,000 Incentive Warrants; and (iii) USD $5.00 for 75,000 Incentive 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, 2024, the derivative liability related to the Incentive Warrants was measured at a fair value of $11,754 (2023 – $401,544, 2022 - $nil) using Black-Scholes with the following assumptions: share price of USD $0.71, exercise price ranging from USD $3.00 to $5.00, expected volatility of 131% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.02% and an estimated remaining life of 0.64 years.
During the year ended June 30, 2024, the Company recorded a fair value gain of $
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, 2024, the derivative liability related to the Settlement Warrants was measured at a fair value of $191,860 (2023 – $1,141,677; 2022 - $nil) using Black-Scholes with the following assumptions: share price of USD $0.71, exercise price of USD $2.50, expected volatility of 135% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.02% and an estimated remaining life of 1.75 years.
During the year ended June 30, 2024, the Company recorded a fair value gain of $
Agents’ Warrants
On September 21, 2023, the Company issued 86,000 agents’ warrants (each an “Agents’ Warrant”) in connection to the flow-through financing (the “Offering”), whereby each Agents’ Warrant is exercisable for a period of five years at an exercise price of USD $2.67. On initial recognition, the fair value of these Agents’ Warrants was estimated at $139,639 using Black-Scholes with the following assumptions: expected volatility of 139% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.25%, and an expected life of five years. The fair value of the Agents’ Warrants was recorded as share issuance costs and netted against share capital on the consolidated statements of financial position.
F-26
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
10. Derivative Liabilities (continued)
As at June 30, 2024, the derivative liability related to the Agents’ Warrants was measured at a fair value of $55,179 (2023 - $nil; 2022 - $nil) using Black-Scholes with the following assumptions: share price of USD $0.71, exercise price of USD $2.67, expected volatility of 124% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.51% and an estimated remaining life of 4.23 years.
During the year ended June 30, 2024, the Company recorded a fair value gain of $
Performance Warrants
On October 2, 2023, the Company issued 300,000 performance warrants (each a “Performance Warrant”) to a third-party pursuant to a marketing services agreement (the “Marketing Agreement”) between the parties, whereby each Performance Warrant is exercisable for a period of one year at an exercise price of: (i) USD $2.00 for 100,000 Performance Warrants; (ii) USD $2.50 for 100,000 Performance Warrants; and (iii) USD $3.00 for 100,000 Performance Warrants. On initial recognition, the fair value of these Performance Warrants was estimated at $171,631 using Black-Scholes with the following assumptions: expected volatility of 137% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.83%, and an expected life of one year. The fair value of the Performance Warrants was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.
As at June 30, 2024, the derivative liability related to the Performance Warrants was measured at a fair value of $946 (2023 - $nil; 2022 - $nil) using Black-Scholes with the following assumptions: share price of USD $0.71, exercise price ranging from USD $2.00 to $3.00, expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.02% and an estimated remaining life of 0.26 years.
During the year ended June 30, 2024, the Company recorded a fair value gain of $
2024 Settlement Warrants
On February 8, 2024, the Company issued 2,000,000 2024 Settlement Warrants pursuant to the Muskrat Dam Option Agreement, whereby each 2024 Settlement Warrant is exercisable for a period of five years at an exercise price of USD $1.50. On initial recognition, the fair value of these 2024 Settlement Warrants was estimated at $2,022,244 using Black-Scholes with the following assumptions: expected volatility of 138% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.66%, and an expected life of five years. The fair value of the 2024 Settlement Warrants was recorded as exploration and evaluation assets on the consolidated statements of financial position.
On June 28, 2024, the Muskrat Dam Option Agreement was terminated resulting in the cancellation of the 2024 Settlement Warrants. On June 28, 2024, the derivative liability was measured at a fair value of $
During the year ended June 30, 2024, the Company recorded a fair value gain of $
F-27
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
10. Derivative Liabilities (continued)
The changes to the derivative liabilities are as follows:
| $ |
Balance, June 30, 2021 | |
Fair value changes of derivative liability – conversion feature | ( |
Fair value allocated on conversion of Debentures | ( |
Fair value of derivative liabilities on date of issuance | |
Fair value changes of derivative liability – Finders’ Warrants | ( |
Balance, June 30, 2022 | |
Fair value of derivative liabilities on date of issuance | |
Fair value changes of derivative liability – Finders’ Warrants | |
Fair value changes of derivative liability – Incentive Warrants | ( |
Fair value changes of derivative liability – Settlement Warrants | |
Balance, June 30, 2023 | |
Fair value of derivative liabilities on date of issuance | |
Fair value changes of derivative liability – Finders’ Warrants | ( |
Fair value changes of derivative liability – Incentive Warrants | ( |
Fair value changes of derivative liability – Settlement Warrants | ( |
Fair value changes of derivative liability – Agents’ Warrants | ( |
Fair value changes of derivative liability – Performance Warrants | ( |
Fair value changes of derivative liability – 2024 Settlement Warrants | ( |
Disposal of 2024 Settlement Warrants | ( |
Balance, June 30, 2024 |
11. Other Liabilities
On January 30, 2023, the Company granted 470,000 RSUs to various directors, of which 400,000 RSUs contained a put right option (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 $
As at August 9, 2023, 160,000 RSUs with the Put Right Option had met certain milestones required to vest. On September 26, 2023, the Company paid $534,240 (USD $400,000) to redeem these 160,000 RSUs at the Put Right Exercise Price. As at June 30, 2024, the remaining RSUs with the Put Right Option were measured at a fair value of $
F-28
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
12. Flow-Through Share Liability
Flow-through share liability includes the liability portion of the flow-through shares issued. The flow-through common shares issued in the Offering (defined hereafter) completed on September 21, 2023 were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $
The following is a continuity schedule of the liability of the flow-through share liability:
| $ |
|
Balance, June 30, 2023 and 2022 | - |
|
Liability incurred on issuance of flow-through shares |
| |
Settlement of flow-through share liability on incurred expenditures | ( |
|
Balance, June 30, 2024 |
|
13. 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, 2024, 2023 and 2022 are as follows:
| Number of common shares |
Amount |
| # | $ |
Balance, June 30, 2021 | ||
Shares issued on initial public offering | ||
Share issue costs | - | ( |
Shares issued on conversion of debentures | ||
Shares issued on vested RSUs | ||
Shares issued from the exercise of warrants | ||
Balance, June 30, 2022 | ||
Shares issued on debt settlement | ||
Shares issued from the exercise of warrants | ||
Balance, June 30, 2023 | ||
Shares issued on private placement financing | ||
Flow-through premium | - | ( |
Share issue costs | - | ( |
Shares issued per agreements | ||
Shares issued per option agreements | ||
Shares issued on vested RSUs | ||
Balance, June 30, 2024 |
F-29
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
13. Share Capital (continued)
Share capital transactions for the year ended June 30, 2022
a)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. 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.
b)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.
c)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 14 for more details.
d)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
e)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.
f)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.
Share capital transactions for the year ended June 30, 2024
g)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 Agents’ 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 $215,377.
h)On September 21, 2023, the Company also issued 21,276 common shares to a third-party pursuant to a letter agreement between the parties. These common shares were valued at $40,457, based on the Company’s closing share price on the date of issuance, and the amount was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.
i)On October 20, 2023, the Company issued 40,000 common shares to a third-party pursuant to a marketing agreement. These common shares were valued at $51,986, based on the Company’s closing share price on the date of issuance, and the amount was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.
F-30
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
13. Share Capital (continued)
j)On February 8, 2024, the Company issued 500,000 common shares in connection with the Muskrat Dam Project option agreement. These common shares were valued at $733,615 based on the Company’s 30-day-volume-weighted-adjusted share price on the date of issuance.
k)On February 14, 2024, the Company issued 60,000 common shares upon the vesting of restricted share units valued at $179,505.
l)On February 20, 2024, the Company issued 325,000 common shares to 10152300 Manitoba LTD. pursuant to a debt settlement agreement for legal expenses between the parties. These common shares were valued at $426,155 based on the Company’s closing share price on the date of issuance.
m)On June 21, 2024, the Company issued 1,000,000 common shares pursuant to an agreement for the acquisition of the Black Lake Uranium Project. These common shares were valued at $994,765 based on the Company’s closing share price on the date of issuance.
n)On June 28, 2024, the Company issued 3,500,000 common shares in consideration for the amendment and termination of the Muskrat Dam Option Agreement. These common shares were valued at $3,415,591 based on the Company’s closing share price on the date of issuance.
14. Reserve for RSUs
On January 9, 2022, the Company granted
On January 30, 2023, the Company granted
RSUs with the Put Right Option which vest at various stages pending conditions of certain milestones are classified under other liabilities on the consolidated statements of financial position (see Note 11 for details).
On July 17, 2023, the Company granted
On July 29, 2023,
As at August 9, 2023, 160,000 RSUs with the Put Right Option had met certain milestones required to vest, and on September 26, 2023, the Company paid $534,240 (USD $400,000) to redeem these 160,000 RSUs (see Note 11 for details).
On February 14, 2024, 60,000 RSUs had met certain milestones required to vest and 60,000 common shares were issued for the redemption.
F-31
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
14. Reserve for RSUs (continued)
As at June 30, 2024, the Company had 440,000 RSUs outstanding (June 30, 2023 – 470,000 RSUs outstanding; June 30, 2022 - nil).
15. 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, 2024, the Company had 1,598,961 common shares available for issuance under the Option Plan.
The following summarizes the stock option activity for the years ended June 30, 2024, 2023 and 2022:
| 2024 | 2023 |
| 2022 | ||
|
Number of options | Weighted average exercise price |
Number of options | Weighted average exercise price |
Number of options | Weighted average exercise price |
| # | $ | # | $ | # | $ |
Opening Balance | ||||||
Granted | USD | USD | USD | |||
Cancelled | ( | USD | ( | USD | ( | USD |
Cancelled | ( | USD | ( | USD | ( | |
Ending Balance | ||||||
Exercisable | ||||||
Option activities for the year ended June 30, 2022
On November 18, 2021, the Company granted
On June 29, 2022,
Option activities for the year ended June 30, 2023
On January 30, 2023, the Company granted
F-32
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
15. Reserve for Share-Based Payments (continued)
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.
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.
Option activities for the year ended June 30, 2024
On July 14, 2023, the Company granted
On July 29, 2023,
The following table summarizes information of stock options outstanding and exercisable as at June 30, 2024:
Date of expiry | Number of options outstanding | Number of options exercisable |
Exercise price | Weighted average remaining contractual life |
| # | # | $ | Years |
July 17, 2026 | USD | |||
November 18, 2026 | USD | |||
January 30, 2028 | USD | |||
May 24, 2029 | ||||
|
F-33
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
16. Reserve for Warrants
The following summarizes the warrants activity for the years ended June 30, 2024, 2023 and 2022:
| 2024 | 2023 |
| 2022 | ||
|
Number of warrants | Weighted average exercise price |
Number of warrants | Weighted average exercise price |
Number of warrants | Weighted average exercise price |
| # | $ | # | $ | # | $ |
Opening Balance | ||||||
Issuance of Finders’ Warrants | - | - | - | - | USD | |
Issuance of Agents’ Warrants | USD | - | - | - | - | |
Issuance of Incentive Warrants | - | - | USD | - | - | |
Issuance of Incentive Warrants | - | - | USD | - | - | |
Issuance of Incentive Warrants | - | - | USD | - | - | |
Issuance of Performance Warrants | USD | - | - | - | - | |
Issuance of Performance Warrants | USD | - | - | - | - | |
Issuance of Performance Warrants | USD | - | - | - | - | |
Issuance of Settlement Warrants | USD | USD | - | - | ||
Exercised | - | - | ( | ( | ||
Expired | ( | - | - | - | - | |
Expired | ( | - | - | - | - | |
Expired | ( | - | - | - | - | |
Cancellation of Settlement Warrants | ( | USD | - | - | - | - |
Ending Balance | ||||||
Warrant issuances for the year ended June 30, 2022
As part of the IPO which closed on November 23, 2021,
Warrant issuances for the year ended June 30, 2023
As part of an engagement agreement,
Warrant issuances for the year ended June 30, 2024
As part of the Offering which closed on September 21, 2023
As part of the Marketing Agreement,
F-34
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
16. Reserve for Warrants (continued)
On February 8, 2024,
The following table summarizes information of warrants outstanding as at June 30, 2024:
Date of expiry | Number of warrants outstanding |
Exercise price | Weighted average remaining contractual life |
| # | $ | Years |
October 2, 2024 | USD | ||
October 2, 2024 | USD | ||
October 2, 2024 | USD | ||
February 17, 2025 | USD | ||
February 17, 2025 | USD | ||
February 17, 2025 | USD | ||
March 31, 2026 | USD | ||
November 19, 2026 | USD | ||
September 21, 2028 | USD | ||
|
17. Basic and Diluted Loss per Share
The calculations of basic and diluted loss per share for the year ended June 30, 2024, were based on the net loss of $
The details of the computation of basic and diluted loss per share are as follows:
2024 | 2023 | 2022 | |
| $ | $ | $ |
Net Loss for the year | ( | ( | ( |
| # | # | # |
Basic weighted-average number of shares outstanding | |||
Assumed conversion of dilutive stock options and warrants | |||
Diluted weighted-average number of shares outstanding | |||
| $ | $ | $ |
Basic and diluted loss per share | ( | ( | ( |
F-35
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
18. 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, 2024, 2023 and 2022 were as follows:
2024 | 2023 | 2022 | |
| $ | $ | $ |
Directors’ and officers’ consulting fees | |||
Cash payment | |||
Exploration and evaluation expenditures | |||
Addendum payments | |||
Directors’ and officers’ consulting fees
During the year ended June 30, 2024, fees of $
Cash payment
During the year ended June 30, 2023, a payment of USD $
Exploration and evaluation expenditures
During the year ended June 30, 2024, fees of $
Addendum payments
On November 1, 2022, the Company purported to amend the consulting agreements with the entities controlled by the former Chief Executive Officer (“CEO”) and the former Chief Operating Officer (“COO”) 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 $
On December 5, 2022, payout was made to the respective entities controlled by the former CEO and COO.
As of June 30, 2024, the Company has made a claim against these former officers (see Note 22 for more details).
Share-based compensation
During the year ended June 30, 2024, the Company had granted certain RSUs and options to various directors and officers. Total stock-based compensation of $
F-36
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
18. Related Party Transactions (continued)
Other related party transactions
On January 25, 2023, the Company issued
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.
Related party balances
All related party balances, for services and business expense reimbursements rendered as at June 30, 2024, 2023 and 2022 are non-interest bearing and payable on demand, and are comprised of the following:
June 30, 2024 | June 30, 2023 | June 30, 2022 | |
| $ | $ | $ |
Payable to officers and directors | |||
Payable (receivable) from Nova Minerals Ltd. | ( | ( | |
During the year ended June 30, 2024, Nova Minerals Ltd. charged the Company an amount of $220,348 (2023 – $nil; 2022 - $nil) for reimbursable legal fees, which are recorded as professional fees on the consolidated statements of loss and comprehensive loss.
19. Income Taxes
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2023 and 2022 – 27%) to the effective tax rate is as follows:
June 30, 2024 | June 30, 2023 | June 30, 2022 | |
| $ | $ | $ |
Net loss before income tax | ( | ( | ( |
Combined federal and provincial statutory income tax rates | |||
Expected income tax recovery at statutory rates | |||
Non-deductible differences | ( | ( | |
Flow through expenditures | ( | ||
True-up of prior year amounts | |||
Change in unrecognized deductible temporary differences | ( | ( | ( |
Total income tax recovery |
F-37
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
19. 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 uncertainty of their recovery:
2024 | 2023 | 2022 | |
| $ | $ | $ |
Non-capital losses carried forward | |||
Exploration and evaluation assets | ( | ( | |
Other items | |||
Non-capital losses carried forward
The Company has non-capital tax losses available to reduce taxes in future years of approximately $
Tax attributes are subject to review, and potential adjustment, by tax authorities.
20. 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.
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the flow-through obligations from the Offering.
21. 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 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 and due from related party is minimal.
F-38
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
21. Financial Risks (continued)
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.
As at June 30, 2024, the Company had a cash balance of $
As at June 30, 2024, 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 | ||||
Due to related parties | ||||
Lease liabilities | ||||
Derivative liabilities | ||||
Other liabilities | ||||
Total | - | - |
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, 2024.
Flow-through obligations
Pursuant to the terms of flow-through share agreements, the Company is also in the process of complying with its flow-through obligations to subscribers with respect to the Income Tax Act (Canada) requirements for flow-through shares. As of June 30, 2024, the Company had spent a total of $2,457,316 on eligible expenditures towards its flow-through obligations, with a remaining balance of $5,249,976 to be spent by December 31, 2024.
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. As at June 30, 2024, 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.
F-39
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
21. Financial Risks (continued)
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, 2024 the Company’s financial instruments consisted of cash, due from related parties, accounts payable, due to related parties, lease liabilities, derivative liabilities and other liabilities.
The fair value of 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.
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).
June 30, 2024 | Level 1 | Level 2 | Level 3 | Total |
| $ | $ | $ | $ |
Cash | - | |||
Derivative liabilities | ( | ( | ||
Other liabilities | - | ( | - | ( |
As at June 30, 2024, 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. There were no transfers between Levels 2 and 3 for recurring fair value measurements during the years ended June 30, 2024, 2023 and 2022.
F-40
Snow Lake Resources Ltd. |
Notes to the Consolidated Financial Statements |
For the Years Ended June 30, 2024, 2023 and 2022 |
(Expressed in Canadian Dollars) |
22. 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, 2024, 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, 2024, Snow Lake has 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 $
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, 2024, as the outcome of the claims remains uncertain, the Company had not recognized any contingent assets on the consolidated statements of financial position.
On July 13, 2023, the Company also 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. During the year ended June 30, 2024, the Company received an aggregate amount of $150,000, relating to compensation against applications filed against certain former legal counsels.
23. Subsequent Events
On August 7, 2024, the Company issued 2,024,496 common shares in connection with our acquisition of the First Stage Interest with respect to the Engo Valley Uranium Project.
On August 22, 2024, the Company entered into an ATM Sales Agreement, as amended on October 18, 2024, with ThinkEquity LLC (the “Agent”), as sales agent, pursuant to which the Company may offer and sell, from time to time through the Agent, up to US$2,900,000 of common shares of the Company. As of the date of these consolidated financial statements, the Company has sold 820,541 common shares for gross proceeds of USD $327,847.
F-41
AMENDED AND RESTATED BY-LAW NO 1
A by-law relating generally to the regulation of the
business and affairs of
SNOW LAKE RESOURCES LTD.
SECTION ONE
INTERPRETATION
1.1Definitions.
In this by-law and in all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means The Corporations Act (Manitoba) as amended or re-enacted from time to time and includes the regulations made pursuant to it;
“articles” means the articles of incorporation of the Corporation, as amended from time to time;
“board” means the board of directors of the Corporation;
“by-laws” means all by-laws of the Corporation;
“director” means a director of the Corporation;
“electronic document” means any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means;
“information system” means a system used to generate, send, receive, store, or otherwise process an electronic document;
“non-business day” means Saturday, Sunday and any other day that is a holiday as defined in The Interpretation Act (Manitoba); and
“number of directors” means the number of directors of the Corporation provided for in the articles or, where a minimum and maximum number of directors is provided for in the articles, the number of directors of the Corporation most recently elected by the shareholders of the Corporation.
1.2Each term used in the by-laws of the Corporation and defined in the Act has the meaning given to that term in the Act.
1.3In all by-laws of the Corporation, the singular includes the plural and the plural the singular and words in one gender include all genders.
1.4Headings used in all by-laws are for convenience of reference only and shall not affect the construction or interpretation of the by-laws.
1.5If any of the provisions contained in this by-law are inconsistent with those contained in the articles or a unanimous shareholder agreement, the provisions contained in the articles or unanimous shareholder agreement, as the case may be, shall prevail.
- 1 -
SECTION TWO
DIRECTORS
2.1Quorum. The quorum for the transaction of business at any meeting of the board shall consist of a majority of the number of directors. If, however, the number of directors is two, both directors must be present to constitute a quorum.
2.2Qualification. No person shall be qualified for election as a director if that person is less than 18 years of age, if that person is not an individual, or if that person has the status of a bankrupt. A director need not be a shareholder. At least twenty-five percent of the directors must be resident Canadians. However, if the Corporation has fewer than four directors, at least one director must be a resident Canadian.
2.3Election and Term. The election of directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders. A director not elected for an expressly stated term shall cease to hold office at the close of the first annual meeting following that director’s election or appointment. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
2.4Removal of Directors. Subject to the Act, the shareholders may by ordinary resolution passed at an annual or special meeting remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the directors.
2.5Vacation of Office. A director ceases to hold office when that director dies or resigns, is removed from office in accordance with the Act, or ceases to be qualified for election as a director in accordance with the Act. A director also ceases to hold office when that director’s written resignation is received by the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.
2.6Vacancies. Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number or minimum or maximum number of directors or from a failure of the shareholders to elect the number or minimum number of directors provided for in the articles.
2.7Remuneration and Expenses. The directors shall be paid such remuneration for their services as the board may from time to time determine and shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing in this by-law precludes any director from serving the Corporation in any other capacity and receiving remuneration for doing so.
- 2 -
SECTION THREE
MEETINGS OF DIRECTORS
3.1Canadian Majority. The board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least 25% of the directors present are resident Canadians, or, if the Corporation has fewer than 4 directors, at least one of the directors present is a resident Canadian. The board may, however, transact business at a meeting of directors when the number of directors who are required to be residents of Canada is not present if:
(a)a director who is a resident of Canada and is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and
(b)the number of directors who are required to be residents of Canada would have been present had that director been present at the meeting.
3.2Meetings by Telephone, Electronic or Other Communication Facility. A director may, to the extent and in the manner permitted by law, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of the Act to be present at that meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.
3.3Place of Meetings. Meetings of the board may be held at any place within or outside Canada. In any financial year of the Corporation, a majority of the meetings of the board need not be held within Canada.
3.4Calling of Meetings. Meetings of the board may be convened at any time by the president or any two directors upon notice given to all directors in accordance with subsection 3.5.
3.5Notice of Meeting. Notice of the time and place of each meeting of the board shall be given in the manner provided in subsection 11.1 to each director (a) not less than 48 hours before the time when the meeting is to be held if the notice is mailed, or (b) not less than 24 hours before the time the meeting is to be held if the notice is given personally or is delivered or is sent by any means of transmitted or recorded communication or as an electronic document.
3.6Waiver of Notice. A director may in any manner or at any time waive notice of or otherwise consent to a meeting of the board including by sending an electronic document to that effect. Attendance of a director at a meeting of the board shall constitute a waiver of notice of that meeting except where a director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been properly called.
3.7First Meeting of New Board. If a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.
3.8Adjourned Meeting. Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.
- 3 -
3.9Regular Meetings. The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose of that meeting or the business to be transacted at it to be specified.
3.10Chair. The chair of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director, is present at the meeting and is willing to serve: chair of the board, chief executive officer, president, or a vice-president (in order of seniority). If no such officer is present and willing to serve, the directors present shall choose one of their number to be chair.
3.11Votes to Govern. At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote.
3.12One Director Meeting. Where the board consists of only one director, that director may constitute a meeting.
SECTION FOUR
COMMITTEES
4.1Committee of Directors. The board may appoint from their number one or more committees of the board, however designated, and delegate to such committee any of the powers of the board except those which, under the Act, a committee of the board has no authority to exercise.
4.2Transaction of Business. The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside Manitoba.
4.3Procedure. Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure. To the extent that the board or the committee does not establish rules to regulate the procedure of the committee, the provisions of this by-law applicable to meetings of the board shall apply mutatis mutandis.
- 4 -
SECTION FIVE
OFFICERS
5.1Appointment. The board may designate the offices of the Corporation and from time to time appoint a chair of the board, chief executive officer, president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. One person may hold more than one office and, except for the chair of the board, an officer need not be a director.
5.2Chair of the Board. If appointed, the board may assign to the chair of the board any of the powers and duties that are by any provisions of this by-law assigned to the chief executive officer or to the president and subject to the Act, such other powers and duties as the board may specify. The chair of the board shall, when present, preside at all meetings of the board and shareholders. Subject to subsections 3.10 and 7.9, during the absence or disability of the chair of the board, the duties of the chair of the board shall be performed, and the powers exercised, by the first mentioned of the following officers then in office: the chief executive officer, the president, or a vice-president (in order of seniority).
5.3Chief Executive Officer. If appointed, the chief executive officer shall, subject to the authority of the board, have general supervision of the business and affairs of the Corporation. The chief executive officer shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the chief executive officer shall also have the powers and duties of that office.
5.4President. If appointed, the president shall have general supervision of the business and affairs of the Corporation, subject to the direction and authority of the board, the chair of the board and the chief executive officer and shall have such other powers and duties as the board may specify. During the absence or disability of the chief executive officer, or if no chief executive officer has been appointed, the president shall also have the powers and duties of that office. In the absence of the appointment of a chief executive officer or the designation of the chair of the board as such, the president shall be the chief executive officer of the Corporation. Otherwise, the president shall be the chief operating officer of the Corporation.
5.5Vice-President. If appointed, the vice-president, or if more than one, the vice-presidents, in order of seniority as designated by the board, shall be vested with all the powers and perform all the duties of the president if the president is absent, refuses to act or is unable to act. No vice-president, however, shall preside at any meeting of the directors unless appointed to do so by the board. A vice-president shall have such powers and duties as the board or the chief executive officer may specify.
5.6Secretary. If appointed, the secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose, minutes of all proceedings. The secretary shall also give or cause to be given, as and when instructed, all notices to shareholders, directors, officers and auditors shall be the custodian of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose, and shall have such other powers and duties as the board or the chief executive officer may specify.
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5.7Treasurer. If appointed, the treasurer shall keep or cause to be kept proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation. The treasurer shall render to the board, whenever required, an account of all transactions as treasurer and of the financial position of the Corporation and shall have such other powers and duties as the board or the chief executive officer may specify.
5.8Powers and Duties of Other Officers. The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.
5.9Variation of Powers and Duties. Subject to the provisions of the Act, the board may from time to time vary, add to or limit the powers and duties of any officer.
5.10Term of Office. The board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer’s rights under any employment contract. Otherwise, each officer appointed by the board shall hold office until a successor is appointed, except that the term of office of the chair of the board shall expire when that individual ceases to be a director.
5.11Agents and Attorneys. The board shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Manitoba with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.
5.12Fidelity Bonds. The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the board may from time to time prescribe.
SECTION SIX
PROTECTION OF DIRECTORS AND OFFICERS
6.1Limitation of Liability. No director or officer shall be liable (i) for the acts, receipts, neglects or defaults of any other director, officer, employee, or agent, (ii) for joining in any receipt or other act for conformity, (iii) for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, (iv) for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, (v) for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, (vi) for any loss occasioned by any error of judgment or oversight on the part of that person, (vii) for any other loss, damage or misfortune whatever which happen in the execution of the duties of that person’s office or in relation thereto, unless the same are occasioned by that person’s own wilful neglect or default. Nothing in this by-law, however, relieves any director or officer from the duty to act in accordance with the Act or from liability for any breach of the Act.
6.2Indemnity. The Corporation agrees to indemnify each director and officer of the Corporation, each former director and officer of the Corporation and each individual who acts or acted at the Corporation’s request as a director or officer, or each individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.
6.3Advance of costs. The Corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection 6.2. The individual shall repay the moneys if the individual does not fulfil the conditions of subsection 6.4.
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6.4Limitation in Indemnity. The Corporation’s indemnity granted in subsection 6.2 applies, however, only to the extent that the individual seeking indemnity:
(a)acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and
(b)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.
6.5Insurance. Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of any person referred to in subsection 6.2, as the board may from time to time determine.
SECTION SEVEN
MEETINGS OF SHAREHOLDERS
7.1Annual Meetings. The annual meeting of shareholders shall be held at such time in each year and, subject to subsection 7.3, at such place as the board, the chair of the board, the chief executive officer or the president may from time to time determine. Such meetings shall be held for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.
7.2Special Meetings. The board, the chair of the board, the chief executive officer or the president or the holders of not less than five percent (5%) of the issued and outstanding shares of the Corporation that carry the right to vote at a meeting sought, shall have power to call a special meeting of shareholders at any time.
7.3Place of Meetings. Meetings of shareholders shall be held at the place where the registered office of the Corporation is situated or, if the board so determines, at some other place within Manitoba or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Manitoba.
7.4Meetings by Telephone, Electronic or Other Communication Facility. Any person entitled to attend a meeting of shareholders may participate in the meeting, to the extent and in the manner permitted by law, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. The directors or the shareholders of the Corporation who call a meeting of shareholders pursuant to the Act may determine that the meeting shall be held, to the extent and in the manner permitted by law, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
7.5Notice of Meetings. Notice of the time and place of each meeting of shareholders (and of each meeting of shareholders adjourned for an aggregate of 30 days or more) shall be given in the manner provided in subsection 11.1 not less than 21 days and not more than 50 days before the date of the meeting, to each director, to the auditor and to each shareholder who at the close of business on the record date for notice, if any, is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and re-appointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit a shareholder to form a reasoned judgment thereon and shall state the text of any special
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resolution or by-law to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of or otherwise consent to a meeting of shareholders.
7.6List of Shareholders Entitled to Notice. For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. If a record date for the meeting is fixed pursuant to subsection 7.7, the shareholders listed shall be those registered at the close of business on the record date and such list shall be prepared not later than ten days after such record date. If no record date is fixed, the list shall be prepared at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held and shall list all shareholders registered at such time. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is kept and at the place where the meeting is held.
7.7Record Date for Notice. The board may fix in advance a record date, preceding the date of any meeting of shareholders by not more than 50 days and not less than 21 days, for the determination of the shareholders entitled to notice of the meeting. Notice of any such record date shall be given not less than seven days before such record date by newspaper advertisement in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be the close of business on the day immediately preceding the day on which the notice is given.
7.8Waiver of Notice. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
7.9Chair, Secretary and Scrutineers. The chair of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: chair of the board, chief executive officer, president, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.
7.10Persons Entitled to be Present. The only persons entitled to be present at a meeting of the shareholders shall be those entitled to vote at that meeting, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.
7.11Quorum. A quorum at any meeting of shareholders (unless a great number of persons are required to be present or a greater number of shares are required by the Act or by the articles or by any other bylaw) shall be two persons in number, representing in the aggregate not less than forty (40%) percent of the shares entitled to be voted at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of the meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.
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7.12Right to Vote. Subject to the provisions of the Act as to authorized representatives of any other body corporate, at any meeting of shareholders in respect of which the Corporation has prepared the list referred to in subsection 7.6, every person who is named in such list shall be entitled to vote the shares shown thereon opposite the name of that person except to the extent that such person has transferred any shares after the date on which the list is prepared or, where a record date has been fixed, after the record date and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that the person owns such shares, demands at any time prior to the meeting that the name of that person be included to vote the transferred shares at the meeting. In the absence of such a list, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.
7.13Proxies. Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or the attorney of that shareholder and shall conform with the requirements of the Act.
7.14Time for Deposit of Proxies. The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by the secretary of the Corporation or by the chair of the meeting or any adjournment thereof prior to the time of voting.
7.15Joint Shareholders. If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.
7.16Votes to Govern. At any meeting of shareholders every question shall, unless otherwise required by law, be determined by the majority of the votes cast on the question. In the case of an equality of votes either upon a show of hands or upon a ballot, the chair of the meeting shall not be entitled to a second or casting vote.
7.17Show of Hands. Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chair of the meeting as to the result of the vote upon the question and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of such question, and the result of the vote so taken shall be the decision of the shareholders upon such question.
7.18Ballots. On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting may demand a ballot. A ballot so demanded shall be taken in such manner as the chair shall direct. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of the ballot so taken shall be the decision of the shareholders upon the question.
7.19Electronic Voting by Shareholders. Any vote at a meeting of the shareholders may be held, to the extent and in the manner permitted by law, entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility.
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7.20Voting while participating electronically. Any person participating in a meeting of shareholders by electronic means as provided in subsection 7.4 and entitled to vote at that meeting may vote, to the extent and in the manner permitted by law, by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
7.21Resolution in Writing. A resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.
SECTION EIGHT
SECURITIES
8.1Registration of Transfer. If a certificated security in registered form is presented to the Corporation with a request to register a transfer of the certificated security or an instruction is presented to the Corporation with a request to register a transfer of an uncertificated security, the Corporation must register the transfer in accordance with the Act and The Securities Transfer Act (Manitoba).
8.2Transfer Agents and Registrars. The board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The board may at any time terminate any such appointment.
8.3Lien on Shares. The Corporation has a lien on any share or shares registered in the name of a shareholder or the legal representative of that shareholder for any debt of that shareholder to the Corporation.
8.4Enforcement of Lien. The lien referred to in subsection 8.3 may be enforced by any means permitted by law and:
(a)where the share or shares are redeemable pursuant to the articles of the Corporation by redeeming such share or shares and applying the redemption price to the debt;
(b)subject to the Act, by purchasing the share or shares for cancellation for a price equal to the book value of such share or shares and applying the proceeds to the debt;
(c)by selling the share or shares to any third party whether or not such party is at arm’s length to the Corporation, and including, without limitation, any officer or director of the Corporation, for the best price which the directors consider to be obtainable for such share or shares; or
(d)by refusing to register a transfer of such share or shares until the debt is paid.
8.5Security Certificates. Share certificates shall, subject to compliance with the Act, be in such form as the board may from time to time by resolution approve and such share certificates shall be signed by any one director or officer of the Corporation. Where the Corporation has appointed a transfer or a branch transfer agent, the signature of all signatories maybe engraved, lithographed or otherwise mechanically reproduced upon certificates for shares in the capital of the Corporation, and when countersigned by or on behalf of a transfer agent or a branch transfer agent of the Corporation, certificates so signed shall be deemed to have been manually signed by the officer(s) or director(s) of the Corporation whose signature or signatures are so engraved, lithographed or otherwise mechanically reproduced thereon and shall be as valid to all intents and purposes as if they had been manually signed.
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8.6Replacement of Security Certificates. The board or any officer or agent designated by the board may in its or his or her discretion direct the issuance of a new share certificate or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses (including legal and transfer agent fees and expenses) and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.
8.7Joint Shareholders. If two or more persons are registered as joint holders of any security, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such security.
8.8Deceased Security Holders. Subject to the provisions of subsection 8.9, in the event of the death of a holder of any security, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation, which reasonable requirements shall, in the discretion of the board, not necessarily include the production of letters probate or letters of administration.
8.9Deceased Jointly-Held Security Holders. Where a share is registered in the name of two or more persons as joint holders with rights of survivorship, upon satisfactory proof of the death of one joint holder and without the requirement of letters probate or letters of administration, the Corporation shall treat the surviving joint holder(s) as the sole owner(s) of the share effective as of the date of death of such joint holder and the Corporation shall make the appropriate entry in the securities register to reflect such ownership.
8.10Electronic, Book-Based or Other Non-Certified Registration Positions. For greater certainty, but subject to the Act, a registered securityholder may have his or her holdings of securities of the Corporation evidenced by an electronic, book-based, direct registration service or other non-certificated entry or position on the register of the security holders to be kept by the Corporation in place of a physical security certificate pursuant to a registration system that may be adopted by the Corporation, in conjunction with its transfer agent (if any). This by-law shall be read such that a registered holder of securities of the Corporation pursuant to any such electronic, book-based, direct registration service or other non-certificated entry or position shall be entitled to all of the same benefits, rights, entitlements and shall incur the same duties and obligations as a registered holder of securities evidenced by a physical security certificate. The Corporation and its transfer agent (if any) may adopt such policies and procedures and require such documents and evidence as they may determine necessary or desirable, in order to facilitate the adoption and maintenance of a security registration system by electronic, book-based, direct registration system or other non-certificated means.
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SECTION NINE
DIVIDENDS AND RIGHTS
9.1Dividends. Subject to the Act, the board may from time to time by resolution declare, and the Corporation may, pay dividends to the shareholders according to their respective rights and interests in the Corporation.
Dividends may be paid in money or property, subject to the restrictions on the declaration and payment thereof under the Act, or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.
9.2Dividend Cheques. A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of that holder, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.
9.3Non-receipt of Cheques. If any person entitled to receive a dividend cheque notifies the Corporation that the cheque has not been received, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.
9.4Record Date for Dividends and Rights. The board may fix in advance a date as a record date for the determination of the persons entitled to receive payment of dividends and to subscribe for securities of the Corporation. Such record date shall not precede by more than 60 days the particular action to be taken. Notice of any such record date shall be given not less than seven days before such record date, by newspaper advertisement in the manner provided in the Act, unless notice of the record date is waived by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date. If the shares of the Corporation are listed for trading on one or more stock exchanges in Canada, notice of such record date shall also be sent to such stock exchanges. Where no record date is fixed in advance, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.
9.5Unclaimed Dividends. Any dividend unclaimed after a period of six years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Corporation.
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SECTION TEN
GENERAL
10.1Execution of Instruments. Unless otherwise authorized by the board, deeds, transfers, assignments, contracts, obligations, certificates, guarantees and indemnities and other instruments may be signed on behalf of the Corporation by any two of the chief executive officer, the president, the chair of the board, any vice-president, any director, the secretary, the treasurer or any other officer created by by-law or by the board. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal, if any, to any instrument requiring the same, but no instrument is invalid merely because the corporate seal is not affixed thereto.
10.2Voting Rights in other Corporations. All securities carrying voting rights of any other corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bond holders, debenture holders or holders of other securities (as the case may be) of such other corporation and in such manner as the board may from time to time determine. Any person or persons authorized to sign on behalf of the Corporation may also from time to time (i) execute and deliver proxies for and on behalf of the Corporation and (ii) arrange for the issuance of voting certificates or other evidence of the right to vote for and on behalf of the Corporation in such names as they may determine.
SECTION ELEVEN
NOTICES
11.1Method of Sending Notice. Any notice (which term includes any communication or document) to be sent pursuant to the Act, the articles, the by-laws or otherwise to a shareholder, director, officer, or to the auditor shall be sufficiently sent if (i) delivered personally to the person to whom it is to be sent, (ii) delivered to the recorded address or mailed to the recorded address of that person by prepaid mail (iii) sent to that person at the recorded address by any means of prepaid transmitted or recorded communication or (iv) provided as an electronic document to the information system of that person. A notice so delivered shall be deemed to have been sent when it is delivered personally or to the recorded address. A notice so mailed shall be deemed to have been sent when deposited in a post office or public letter box and shall be deemed to have been received on the fifth day after so depositing. A notice so sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been sent when dispatched by the Corporation if it uses its own facilities or information system and otherwise when delivered to the appropriate communication company or agency or its representative for dispatch. Notices sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been received on the business day on which such notices were sent, or on the next business day following, if sent on a day other than a business day. The secretary may change or cause to be changed the recorded address, including any address to which electronic communications of any kind may be sent, of any shareholder, director, officer or auditor in accordance with any information believed by the secretary to be reliable. The recorded address of a director shall be the latest address of that director as shown in the records of the Corporation.
11.2A requirement under the Act or this by-law to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unless
(a)the addressee has consented, in the manner prescribed under the Act, and has designated an information system for the receipt of the electronic document;
(b)the electronic document is provided to the designated information system, unless otherwise prescribed in the Act;
(c)the Act has been complied with;
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(d)the information in the electronic document is accessible by the sender so as to be usable for subsequent reference; and
(e)the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference.
An addressee may revoke consent to receive electronic documents in the manner prescribed in the Act.
A requirement under the Act for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document. A requirement under the Act to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed under the Act.
11.3A requirement under the Act for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the requirements prescribed under the Act are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:
(a)the signature resulting from the use by a person of the technology or process is unique to the person;
(b)the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and
(c)the technology or process can be used to identify the person using the technology or process.
11.4Notice to Joint Shareholders. If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice sent to one of such persons shall be sufficient notice to all of them.
11.5Computation of Time. In computing the date when notice must be sent under any provision requiring a specified number of days notice of any meeting or other event, both the date of sending the notice and the date of the meeting or other event shall be excluded.
11.6Undelivered Notices. If any notice sent to a shareholder pursuant to subsection 11.1 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until that shareholder informs the Corporation in writing of a new address.
11.7Omissions and Errors. The accidental omission to send any notice to any shareholder, director, officer or to the auditor or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
11.8Persons Entitled by Operation of Law. Every person who, by operation of law, transfer or by any other means whatever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly sent to the shareholder from whom that person derives title to such share prior to the name and address of that person being entered on the securities register (whether such notice was given before or after the happening of the event upon which that person became so entitled).
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11.9Deceased Shareholders. Any notice duly sent to any shareholder shall be deemed to have been duly served in respect of the shares held by the shareholder (whether held solely or with other persons), notwithstanding that such shareholder is then deceased and whether or not the Corporation has notice of such death, until some other person is entered in place of that person in the securities register of the Corporation as the holder or as one of the holders thereof and such service shall for all purposes be deemed a sufficient service of notice to the heirs, executors or administrators of that person and all persons, if any, interested with that person in such shares.
11.10Waiver of Notice. Any shareholder (or the duly appointed proxyholder of that shareholder), director, officer or auditor may at any time waive any notice, or waive or abridge the time for any notice, required to be given to that shareholder under any provisions of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board which may be given in any manner.
11.11Execution of Notices. The signature of any director or officer of the Corporation to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
11.12Proof of Service. A certificate of any officer or director of the Corporation in office at the time of making of the certificate or of an agent of the Corporation as to facts in relation to the sending of any notice to any shareholder, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.
SECTION TWELVE
ADVANCE NOTICE PROVISIONS
12.1Nomination of Directors. Subject to the provisions of the Act and the articles of the Corporation, a nominee will not be eligible for election as a director of the Corporation unless such nomination is made in accordance with the following procedures:
(a)subject to subsection 12.1(b), nominations of persons for election as directors at a meeting of shareholders may be made only:
i.by or at the direction of the board;
ii.pursuant to a proposal (as defined in the Act) or a requisition of a meeting of shareholders, in each case made in accordance with the Act; or
iii.by a nominating shareholder who delivers a nomination notice to the Corporation within the nomination window by personal delivery or by courier to the Corporation’s registered office addressed to the chief executive officer;
(b)the board may, prior to any meeting of shareholders, in its sole discretion, waive any requirement in this subsection 12.1. Unless waived by the board, a nomination window will not be changed by any adjournment or postponement of a meeting of shareholders, or the announcement of any adjournment or postponement;
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(c)for the purposes of this subsection 12.1, the following terms have the following meanings:
i.“local time” means the local time at the Corporation’s registered office;
ii.“meeting announcement date”, in respect of a meeting of shareholders, means the date of the first public filing or announcement of the date of that meeting;
iii.“nominating shareholder”, in respect of a meeting of shareholders, means a person who is a registered or beneficial holder of one or more voting shares carrying the right to vote on the election of directors at that meeting as of the record date for notice for that meeting, and as of the date on which the nomination notice is delivered to the Corporation;
iv.“nomination notice” means a written notice that sets out:
A.all information that would be required to be disclosed, under the Act and applicable securities laws, in a dissident proxy circular in connection with solicitations of proxies for the election of directors relating to a nominating shareholder (as if that nominating shareholder were a dissident soliciting proxies) and each person whom that nominating shareholder proposes to nominate for election as a director;
B.the class and number of shares of the Corporation held, directly or indirectly, by or on behalf of that nominating shareholder;
C.confirmation that the proposed nominees meet the qualifications of directors set out in the Act;
D.information on the residency of each proposed nominee, for the purposes of determining whether the residency requirements set out in the Act will be met; and
E.confirmation as to whether each proposed nominee is independent for the purposes of National Instrument 52-110 Audit Committees or any amendment or replacement of such instrument; and
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v.“nomination window”, in respect of a meeting of shareholders, means:
A.in the case of an annual meeting:
I.if that meeting is called for a date that is fewer than 50 days following the meeting announcement date, any time up to 5:00 p.m. (local time) on the 10th day following the meeting announcement date; and
II.otherwise, any time up to 5:00 p.m. (local time) on the date that is 30 days prior to the date of that meeting; or
B.in the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), any time up to 5:00 p.m. (local time) on the 15th day following the meeting announcement date.
MADE by the board this 29th day of March, 2024.
CONFIRMED by the shareholders in accordance with the Act the 8th day of May, 2024.
/s/ Frank Wheatley |
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Chief Executive Officer |
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Exhibit 2.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
As of June 30, 2022, Snow Lake Resources Ltd. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common shares, no par value per share (the “Common Shares”). References herein to “we,” “us,” “our” and “Company” refer to Snow Lake Resources Ltd.
The following represents a summary of our securities and does not purport to be complete. It is subject to and qualified in its entirety by reference to our articles of incorporation, as amended, bylaws, as amended, and certain related sections of the Corporations Act (Manitoba) (the “MCA”). We encourage you to read articles of incorporation and amendments thereto, which are attached as exhibits to this annual report, as well as the applicable provisions of Corporations Act (Manitoba) for additional information.
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Our articles of incorporation, as amended by our articles of amendment on October 7, 2021, cancelled our authorized Class B, Class C and Class D common shares and Class B and Class C preference shares, and reclassified all of our authorized and outstanding Class A common shares as common shares and all of our authorized Class A preferred shares as preferred shares. Of our authorized common shares and preference shares, only common shares are issued and outstanding.
Under our amended articles of incorporation, the holders of our common shares are entitled to one vote for each share held at any meeting of the shareholders. Subject to the prior rights of the holders of our preferred shares, the holders of our common shares are entitled to receive dividends as and when declared by our board of directors. Subject to the prior payment to the holders of our preferred shares, in the event of our liquidation, dissolution or winding-up or other distribution of our assets among our shareholders, the holders of our common shares are entitled to share pro rata in the distribution of the balance of our assets. Holders of common shares have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common shares. There are no provision in our amended articles requiring holders of common shares to contribute additional capital, or permitting or restricting the issuance of additional securities or any other material restrictions. The rights, preferences and privileges of the holders of common shares will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred shares that we may designate in the future.
Our articles of incorporation, as amended, authorizes the issuance of unlimited common shares and preference shares, with no par value of each. As of June 30, 2022, there were 17,924,758 common shares issued and outstanding and no preference shares have been issued and are outstanding. Our common shares have been listed on the Nasdaq Capital Market since November 19, 2021, under the symbol “LITM.”
Preemptive Rights (Item 9.A.3 of Form 20-F)
Our shareholders do not have preemptive rights.
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Limitations or Qualifications (Item 9.A.6 of Form 20-F)
None.
Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of Common Shares (Item 10.B.3 of Form 20-F)
Dividends Our articles of incorporation, as amended provide that the holders of our Common Shares shall be entitled to share rateably in dividends as may be declared thereon from time to time by the Board of Directors in its discretion.
Voting Rights Our articles of incorporation, as amended provide that the holders of Common Shares shall be entitled to receive notice of and to attend at all meeting of the shareholders of our corporation and shall be entitled to one voter thereat for each Common Share then held by such shareholder.
Shareholder Meetings
We must hold an annual general meeting of our shareholders at least once every year at a time and place determined by our board of directors, provided that the meeting must not be held later than 15 months after the preceding annual general meeting but no later than six months after the end of our preceding financial year. A meeting of our shareholders may be held at the place where the registered office of the Company is situated or, if the board so determines, at some other place within Manitoba or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Manitoba, as provided by our bylaws, as amended.
Our directors may, at any time, call a special meeting of our shareholders. Shareholders holding not less than 5% of our issued voting shares may also cause our directors to call a shareholders’ meeting.
A notice to convene a meeting, specifying the date, time and location of the meeting, and, where a meeting is to consider special business, the general nature of the special business, must be sent to shareholders, to each director and the auditor not less than 21 days prior to the meeting, although, as a result of applicable securities laws, the time for notice is effectively longer. Under the MCA, shareholders entitled to notice of a meeting may waive or reduce the period of notice for that meeting, provided applicable securities laws requirements are met. The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings at that meeting.
A quorum for meetings under our bylaws, as amended, is two persons in number, representing in the aggregate not less than forty (40%) percent of the shares entitled to be voted at the meeting (unless a great number of persons are required to be present or a greater number of shares are required by the MCA or by our articles of incorporation, as amended, or by any other bylaw ). If a quorum is not present at the opening of the meeting, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.
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Holders of our outstanding common shares are entitled to attend meetings of our shareholders. Except as otherwise provided with respect to any particular series of preferred shares, and except as otherwise required by law, the holders of our preferred shares are not entitled as a class to receive notice of, or to attend or vote at any meetings of our shareholders. Our directors, our secretary (if any), our auditor and any other persons invited by our chairman or directors or with the consent of those at the meeting are entitled to attend at any meeting of our shareholders but will not be counted in the quorum or be entitled to vote at the meeting unless he or she is a shareholder or proxyholder entitled to vote at the meeting.
Change in Control
There are no provisions in our articles of incorporation, as amended that would have the effect of delaying, deferring or preventing a change in control of us, and that would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.
Limitations on Ownership of Securities
There are no limitations specific to the rights of non-Canadians to hold or vote the Common Shares under the laws of Canada or Manitoba, or in our articles of incorporation, as amended.
Ownership Threshold
Our articles of incorporation, as amended do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada requires that we disclose in our management information circular for our annual meeting and certain other disclosure documents filed by us under such legislation, holders who beneficially own more than ten (10) percent of our issued and outstanding Common Shares. The MCA requires that we disclose in our annual return filed with The Companies Office in Manitoba holders of shares of ten (10) percent or more of our issued and outstanding Common Shares.
Transfer Agent and Registrar
The transfer agent and registrar for our common shares in the United States is Vstock Transfer, LLC. The address for VStock Transfer, LLC is 18 Lafayette Place, Woodmere, New York, 11598, and the telephone number is 212 828-8436.
Requirements to Change the Rights of Holders of Common Shares (Item 10.B.4 of Form 20-F)
Our shareholders can authorize the amendment of our articles of incorporation to create or vary the special rights or restrictions attached to any of our shares by passing a special resolution. However, a right or special right attached to any class or series of shares may not be prejudiced or interfered with unless the shareholders holding shares of that class or series to which the right or special right is attached consent by a separate special resolution. A special resolution means a resolution passed by: (1) a majority of not less than two-thirds of the votes cast by the applicable class or series of shareholders who vote in person or by proxy at a meeting or (2) a resolution consented to in writing by all of the shareholders entitled to vote.
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Limitations on the Rights to Own Common Shares (Item 10.B.6 of Form 20-F)
There are no limitations imposed by the MCA and our articles of incorporation, as amended, on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Our articles of incorporation do not contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves us.
Ownership Threshold (Item 10.B.8 of Form 20-F)
There are no provisions governing the ownership threshold above which shareholder ownership must be disclosed imposed by our articles of incorporation, as amended. Securities legislation in Canada requires that we disclose in our management information circular for our annual meeting and certain other disclosure documents filed by us under such legislation, holders who beneficially own more than ten (10) percent of our issued and outstanding Common Shares. The MCA requires that we disclose in our annual return filed with The Companies Office in Manitoba holders of shares of ten (10) percent or more of our issued and outstanding Common Shares.
Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
Our corporate affairs are governed by our articles of incorporation, as amended, and bylaws, as amended, and the provisions of the MCA. The MCA differs from the various state laws applicable to U.S. corporations and their stockholders. The following is a summary of the material differences between the MCA and the Delaware General Corporation Law, or DGCL. This summary is qualified in its entirety by reference to the DGCL, the MCA and our governing corporate instruments.
Number and Election of Directors
Under the DGCL, the board of directors must consist of at least one number. The number of directors shall be fixed by the bylaws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall only be made by an amendment of the certificate of incorporation. Under the DGCL, directors are elected at annual stockholder meetings by a plurality vote of the stockholders, unless a shareholder-adopted bylaw prescribes a different required vote.
Under the MCA, the board of directors must consist of at least three members, at least two of whom shall not be officers or employees of us or our affiliates, so long as Snow Lake remains a “distributing corporation” for purposes of the MCA, which includes a corporation whose securities are listed on a recognized stock exchange, in or outside Canada. Under the MCA, the shareholders of a corporation elect directors by ordinary resolution at each annual meeting of shareholders at which such an election is required.
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Director Qualifications
Delaware law does not have director residency requirements comparable to those of the MCA. Delaware law permits a corporation to prescribe qualifications for directors under its certificate of incorporation or bylaws.
Under the MCA, a director is not required to hold a share in our capital as qualification for his or her office but must be qualified as required by the MCA to become, act or continue to act as a director. The MCA provides that the following persons are disqualified from being a director of a corporation: (i) a person who is less than 18 years of age; (ii) a person who is of unsound mind and has been so found by a court in Canada or elsewhere; (iii) a person who is not an individual; and (iv) a person who has the status of a bankrupt. Further, the MCA provides that at least 25% of the directors of the company must be resident Canadians, or at least one of the directors if the company has less than four directors.
Vacancies on the Board of Directors
Under the DGCL, vacancies and newly created directorships resulting from an increase in the authorized number of directors, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
Under the MCA, vacancies that exist on the board of directors may be filled by the board of directors if the remaining directors constitute a quorum, unless the vacancy results from an increase in the number or in the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles, in which case, or if the remaining directors do not constitute a quorum, the remaining directors shall call a meeting of shareholders to fill the vacancy.
Transactions with Directors and Officers
The DGCL generally provides that no transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if (i) the material facts as to the director’s or officer’s interest and as to the transaction are known to the board of directors or the committee, and the board or committee in good faith authorizes the transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material facts as to the director’s or officer’s interest and as to the transaction are disclosed or are known to the stockholders entitled to vote thereon, and the transaction is specifically approved in good faith by vote of the stockholders; or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.
The MCA requires that a director or officer of a corporation who is: (i) a party to a contract or transaction or proposed contract or transaction with the corporation; or (ii) a director or an officer, a person acting in a similar capacity, of a party to a contract or transaction or proposed contract or transaction, or (iii) has a material interest in, any person who is a party to a contract or transaction or proposed contract or transaction with the corporation, shall disclose in writing to the corporation or request to have entered in
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the minutes of meetings of directors (or committees of directors) the nature and extent of his or her interest. An interested director is prohibited from attending the part of the meeting during which the contract or transaction is discussed and is prohibited from voting on a resolution to approve the contract or transaction except in specific circumstances, such as a contract or transaction relating primarily to his or her remuneration as a director, a contract or transaction for indemnification or liability insurance of the director, or a contract or transaction with an affiliate of the corporation.
If a director or officer does not disclose his or her interest in accordance with the MCA, or (in the case of a director) votes in respect of a resolution on a contract or transaction in which he or she is interested contrary to the MCA, the corporation or a shareholder may ask the court to set aside the contract or transaction, according to the conditions the court sees fit. However, if a director or officer has disclosed his or her interest in accordance with the MCA and the contract or transaction was reasonable and fair to the corporation at the time it was approved by the directors, the contract or transaction is not invalid by reason only of the interest of the director or officer or that the director is present at or is counted to determine the presence of a quorum at the meeting of directors that authorized the contract or transaction.
Limitation on Liability of Directors
The DGCL permits a corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for a breach of the director’s fiduciary duty as a director, except for liability: (i) for breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL which concerns unlawful payment of dividends, stock purchases or redemptions; or (iv) for any transaction from which the director derived an improper personal benefit.
The MCA does not permit the limitation of a director’s liability as the DGCL does. However, the MCA provides that the corporation may indemnify directors and officers against liabilities incurred in the course of their duties and may purchase and maintain insurance against any liability incurred by the individual in their capacity as a director or officer. Further, the MCA provides that an officer or director is entitled to indemnity from a corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation, if the person seeking indemnity (i) was substantially successful on the merits in his or her defence of the action or proceeding, and (ii) he or she acted honestly and in good faith with a view to the best interest of the corporation, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. A director may also limit his liability by having his dissent entered into the minutes in respect of a decision or, by resigning from the board.
Call and Notice of Shareholder Meetings
Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting.
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Under the DGCL, an annual or special stockholder meeting is held on such date, at such time and at such place as may be designated by the board of directors or any other person authorized to call such meeting under the corporation’s certificate of incorporation or bylaws. If an annual meeting for election of directors is not held on the date designated or an action by written consent to elect directors in lieu of an annual meeting has not been taken within 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the later of the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.
Under the MCA, written notice of the shareholders must be given to each shareholder entitled to vote at the meeting not less than twenty-one nor more than fifty days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting. Notice of a meeting of shareholders at which special business is to be transacted must state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (b) the text of any special resolution to be submitted to the meeting.
Under the MCA, an annual meeting of shareholders must be held no later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year. Under the MCA, the directors of a corporation may call a special meeting at any time. A corporation may apply to the court for an order extending the time for calling an annual meeting.
In addition, holders of not less than five percent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.
Shareholder Action by Written Consent
Under the DGCL, a majority of the stockholders of a corporation may act by written consent without a meeting unless such action is prohibited by the corporation’s certificate of incorporation.
Under the MCA, a written resolution signed by all the shareholders of a corporation who would have been entitled to vote on the resolution at a meeting is effective to approve the resolution.
Shareholder Nominations and Proposals
Under the MCA, a shareholder entitled to vote at a shareholders’ meeting may submit a shareholder proposal relating to matters which the shareholder wishes to propose and discuss at a shareholders’ meeting and, subject to certain exceptions, such shareholder’s compliance with the prescribed time periods and other requirements of the MCA pertaining to shareholder proposals, the corporation is required to include such proposal in the information circular pertaining to the meeting for which it solicits proxies. Notice of such a proposal must be provided to the corporation at least 90 days before the anniversary date of the last annual shareholders’ meeting.
In addition, the MCA requires that any shareholder proposal that includes nominations for the election of directors must be signed by one or more holders of shares representing in the aggregate not less than five percent of the shares or five percent of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.
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The DGCL does not have a comparable provision.
Amendment of Governing Instrument
Generally, under the DGCL, the affirmative vote of the holders of a majority of the outstanding stock entitled to vote is required to approve a proposed amendment to the certificate of incorporation, following the adoption of the amendment by the board of directors of the corporation, provided that the certificate of incorporation may provide for a greater vote. Under the DGCL, holders of outstanding shares of a class or series are entitled to vote separately on an amendment to the certificate of incorporation if the amendment would have certain consequences, including changes that adversely affect the rights and preferences of such class or series.
Under the DGCL, after a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be vested in the stockholders entitled to vote; provided, however, that any corporation may, in its certificate of incorporation, provide that bylaws may be adopted, amended or repealed by the board of directors. The fact that such power has been conferred upon the board of directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal the bylaws.
Under the MCA, amendments to the articles of incorporation generally require the approval of not less than two-thirds of the votes cast by shareholders entitled to vote on the resolution. Specified amendments may also require the approval of other classes of shares. If the amendment is of a nature affecting a particular class or series in a manner requiring a separate class or series vote, that class or series is entitled to vote on the amendment whether or not it otherwise carries the right to vote.
Under the MCA, the directors may, by resolution, make, amend or repeal any bylaws that regulate the business or affairs of a corporation and they must submit the bylaw, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the bylaw, amendment or repeal.
Votes on Mergers, Consolidations and Sales of Assets
The DGCL provides that, unless otherwise provided in the certificate of incorporation or bylaws, the adoption of a merger agreement requires the approval of a majority of the outstanding stock of the corporation entitled to vote thereon.
Under the MCA, certain extraordinary corporate actions, such as amalgamations (other than with certain affiliated corporations), continuances and sales, leases or exchanges of the property of a corporation if as a result of such alienation the corporation would be unable to retain a significant part of its business activities, and other extraordinary corporate actions such as liquidations, dissolutions and (if ordered by a court) arrangements, are required to be approved by “special resolution” of the shareholders.
A “special resolution” is a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on the resolution. In specified cases, a special resolution to approve the extraordinary corporate action is also required to be approved by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights.
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Dissenter’s Rights of Appraisal
Under the DGCL, a stockholder of a Delaware corporation generally has the right to dissent from a merger or consolidation in which the Delaware corporation is participating, subject to specified procedural requirements, including that such dissenting stockholder does not vote in favor of the merger or consolidation. However, the DGCL does not confer appraisal rights, in certain circumstances, including if the dissenting stockholder owns shares traded on a national securities exchange and will receive publicly traded shares in the merger or consolidation. Under the DGCL, a stockholder asserting appraisal rights does not receive any payment for his or her shares until the court determines the fair value or the parties otherwise agree to a value. The costs of the proceeding may be determined by the court and assessed against the parties as the court deems equitable under the circumstances.
Under the MCA, each of the following matters listed will entitle shareholders to exercise rights of dissent and to be paid the fair value of their shares: (i) any amalgamation with another corporation (other than with certain affiliated corporations), (ii) an amendment to the corporation’s articles to add, change or remove any provisions restricting or constraining the issue or transfer of that class of shares, (iii) an amendment to the corporation’s articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on, (iv) a continuance under the laws of another jurisdiction, (v) a sale, lease or exchange of all or substantially all the property of the corporation other than in the ordinary course of business, (vi) an amendment to the corporation’s articles to convert the corporation from a corporation with share capital into a corporation without share capital (or vice versa), (vii) where a court order permits a shareholder to dissent in connection with an application to the court for an order approving an arrangement, (viii) certain amendments to the articles of a corporation which require a separate class or series vote by a holder of shares of any class or series.
However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy, unless otherwise authorized by the court. The MCA provides these dissent rights for both listed and unlisted shares.
Under the MCA, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act or omission of a corporation which is oppressive or unfairly prejudicial to or that unfairly disregards a shareholder’s interests.
Oppression Remedy
The MCA provides an oppression remedy that enables a court to make any order, whether interim or final, to rectify matters that are oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director or officer of the corporation if an application is made to a court by a “complainant”. An “complainant” with respect to a corporation means any of the following: (i) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates; (ii) a present or former officer or director of the corporation or any of its affiliates; (iii) the director appointed pursuant to the MCA; and (iv) any other person who in the discretion of the court has the interest to make the application.
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The oppression remedy provides the court with very broad and flexible powers to intervene in corporate affairs to protect shareholders and other complainants by making any interim or final order that it thinks fit including, without limiting the foregoing, (i) an order restraining the conduct complained of, (ii) an order appointing a receiver or receiver-manager, (iii) an order to regulate the corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholders agreement, (iv) an order directing an issue or exchange of securities, (v) an order appointing directors in place of or in addition to all or any of the directors then in office, (vi) an order directing a corporation, subject to certain restrictions, or any other person, to purchase securities of a security holder, (vii) an order directing the corporation, subject to certain restrictions, or any other person, to pay to a security holder any part of the moneys paid by him or her for securities, (viii) an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract, (ix) an order requiring the corporation, within a time specified by the court, to produce to the court or an interested person financial statements, (x) an order compensating an aggrieved person, or (xi) an order liquidating and dissolving the corporation. While conduct that is in breach of fiduciary duties of directors or that is contrary to the legal right of a complainant will normally trigger the court’s jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of those legal and equitable rights. Furthermore, the court may order a corporation to pay the interim costs, including legal fees and disbursements, of an applicant seeking an oppression remedy, but the applicant may be held accountable for interim costs on final disposition of the complaint. The DGCL does not provide for a similar remedy.
Shareholder Derivative Actions
Under Delaware law, stockholders may bring derivative actions on behalf of, and for the benefit of, the corporation. The plaintiff in a derivative action on behalf of the corporation either must be or have been a stockholder of the corporation at the time of the transaction or must be a stockholder who became a stockholder by operation of law in the transaction regarding which the stockholder complains.
Under the MCA, a complainant may apply to a court for leave to bring an action in the name of, and on behalf of, the corporation or its subsidiary, or to intervene in an existing action to which the corporation or its subsidiary is a party, for the purpose of prosecuting, defending or discontinuing an action on behalf of the corporation or on behalf of its subsidiary. Under the MCA, no action may be brought and no intervention in an action may be made unless a court is satisfied that: (i) the complainant has given the required notice to the directors of the corporation or of the subsidiary, as applicable, of the shareholder’s intention to apply to the court if the directors do not bring, diligently prosecute or defend or discontinue the action; (ii) the complainant is acting in good faith; (iii) it appears to be in the best interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.
Under the MCA, the court in a derivative action may make any order it thinks fit including, without limiting the generality of the foregoing, (i) an order authorizing the complainant or any other person to control the conduct of the action, (ii) an order giving directions for the conduct of the action, (iii) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary, and (iv) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.
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Anti-Takeover and Ownership Provisions
Unless an issuer opts out of the provisions of Section 203 of the DGCL, Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with a holder of 15% or more of the corporation’s voting stock (as defined in Section 203), referred to as an interested stockholder, for a period of three years after the date of the transaction in which the interested stockholder became an interested stockholder, except as otherwise provided in Section 203. For these purposes, the term “business combination” includes mergers, assets sales and other similar transactions with an interested stockholder.
Multilateral Instrument 62-104 provides that a take-over bid is triggered when a person makes “an offer to acquire voting securities or equity securities of a class made to one or more persons … where the securities subject to the offer to acquire, together with the offeror’s securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire...” When a take-over bid is triggered, an offeror must comply with certain requirements. These include, among other things, making the offer of identical consideration to all holders of the class of security that is the subject of the bid; making a public announcement of the bid in a newspaper; and sending out a bid circular to security holders which explains the terms and conditions of the bid. Directors of an issuer whose securities are the subject of a take-over bid are required to evaluate the proposed bid and circulate a directors’ circular indicating whether they recommend to accept or reject the bid or are not making a recommendation regarding the bid. Strict timelines must be adhered to.
Multilateral Instrument 62-104 further requires that whenever a person acquires beneficial ownership of, or control or direction over, voting or equity securities of any class of a reporting issuer or securities convertible into voting or equity securities of any class of a reporting issuer that, together with the person’s securities of that class, would constitute 10% or more of the outstanding securities of that class, the person must file a press release announcing that fact and file an “early warning report” with applicable Canadian securities regulators. An additional news release and report must be filed at each instance the person acquires an additional 2% or more of the outstanding securities or securities convertible into 2% or more of the outstanding securities.
An “issuer bid” is defined in Multilateral Instrument 62-104 to be “an offer to acquire or redeem securities of an issuer made by the issuer to one or more persons.” Similar requirements to a takeover bid exist for issuer bids. Multilateral Instrument 62-104 also contains a number of exemptions to the take-over bid and issuer bid requirements
Changes in Capital (Item 10.B.10 of Form 20-F)
Our shareholders may from time to time by special resolution:
| ● | consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
| ● | sub-divide our existing shares, or any of them into shares of a smaller amount of existing shares; |
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| ● | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled; or |
| ● | convert all or any of our paid up shares into paid up shares of any denomination. |
A special resolution means a resolution passed by: (1) a majority of not less than two-thirds of the votes cast by the applicable class or series of shareholders who vote in person or by proxy at a meeting or (2) a resolution consented to in writing by all of the shareholders entitled to vote.
Debt Securities (Item 12.A of Form 20-F)
Not applicable.
Warrants and Rights (Item 12.B of Form 20-F)
Not applicable.
Other Securities (Item 12.C of Form 20-F)
Not applicable.
American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
Not applicable.
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DEED OF ACKNOWLEDGEMENT AND VARIATION TO SHARE PURCHASE AGREEMENT
1.BACKGROUND
On 8 May 2024, Critical Minerals Consulting Pty Ltd, Nysha Investments Pty Ltd, FBG Consulting Corp, Summit Strategies LLC, Yarrawindi Holdings Pty Ltd, Global Uranium Acquisition Corp Pty Ltd and Snow Lake Resources Ltd. entered into a share purchase agreement (Agreement).
Capitalised terms that are not otherwise defined in this deed have the meanings given in the Agreement.
Under the Agreement, the Sellers agreed to sell, and the Buyer agreed to purchase, 100% of the Global Shares.
The purpose of this deed is to confirm that Nysha Investments Pty Ltd, one of the Sellers, entered into the Agreement in its own right and in its capacity as trustee for Nysha Investments Trust.
2.ACKNOWLEDGEMENT AND VARIATION
By execution of this deed, the Parties acknowledge and agree that:
(a)Nysha Investments Pty Ltd entered into the Agreement in its own right and in its capacity as trustee for Nysha Investments Trust;
(b)on and with effect from 8 May 2024 (being, the date of execution of the Agreement) (Effective Date), the Agreement is amended on the terms set out in the Schedule to this deed;
(c)the provisions of the Agreement shall be construed and shall be given effect in all respects as if it had been amended by this deed on the Effective Date;
(d)the Agreement and this deed are to be read and construed as one document; and
(e)all the provisions of the Agreement which were in full force and effect at the date of this deed remain in full force and effect, other than as varied by this deed.
3.GENERAL
(a)Each Party represents and warrants that this deed is duly authorised, executed and delivered on behalf of that Party and constitutes a valid and legally binding agreement of that Party enforceable in accordance with its terms.
(b)Each of the Parties will pay their respective legal, accounting and other professional advisory fees, costs and expenses incurred in connection with the preparation, execution and delivery of this deed.
(c)This deed is made under and will be governed by and construed in accordance with the laws of Ontario, Canada.
(d)Any inconsistency between the Agreement and this deed will be interpreted in such a manner as to give effect to this deed.
(e)This deed may be executed in any number of counterparts and by different Parties in separate counterparts. Each counterpart when so executed is deemed an original but all of which together constitute one and the same instrument.
EXECUTED by the Parties as a deed.
Dated thisday of2024.
EXECUTED by | ) |
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Bhavdip Sanghavi |
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Name of sole director who states that he or she is the sole director of Global Uranium Acquisition Corp Pty Ltd |
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EXECUTED by NYSHA INVESTMENTS PTY LTD ACN 649 688 120 in its own capacity and in its capacity as trustee for NYSHA INVESTMENTS TRUST | ) |
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Signature of director |
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Bhavdip Sanghavi |
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Name of director |
| Name of director/company secretary* |
*please delete as applicable
EXECUTED by | ) |
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Andrew Denniss |
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Name of sole director and company secretary who states that he or she is the sole director and company secretary of Yarrawindi Holdings Pty Ltd |
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EXECUTED by | ) |
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Bhavdip Sanghavi |
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Name of sole director and company secretary who states that he or she is the sole director and company secretary of Critical Minerals Consulting Pty Ltd |
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EXECUTED by FBG CONSULTING CORP | ) |
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Feliberto Gurat |
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Director |
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EXECUTED by SUMMIT STRATEGIES LLC | ) |
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Yoseph Stam |
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Director |
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Director/Secretary |
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EXECUTED by SNOW LAKE RESOURCES LTD. | ) |
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SCHEDULE – AMENDMENTS TO THE AGREEMENT
(a)references in the Agreement to Nysha Investments Pty Ltd are to be read and construed as references to Nysha Investments Pty Ltd in its own capacity and in its capacity as trustee for Nysha Investments Trust.
(b)The following is inserted as a new clause 3.1(o):
Trustee: Where a Seller has entered into this Agreement in its capacity as trustee of a trust:
(i)it is the only trustee of that trust and has been validly appointed as trustee of that trust and it is not aware of any action to remove or replace it as trustee of that trust;
(ii)it has entered into this Agreement in its capacity as trustee of that trust;
(iii)it has power under the trust deed to enter into and observe and perform its obligations under this Agreement, including the power to sell the Global Shares held by it and to transfer legal and beneficial title in and to the Global Shares held by it to the Buyer;
(iv)it has obtained all necessary resolutions, consents and approvals required to enter into this Agreement and the execution, delivery and performance of this Agreement will not result in a breach of, or constitute a default under, the trust deed;
(v)the entry into and the performance of this Agreement by it is for the benefit of the beneficiaries of that trust, whose consents (if necessary) have been duly obtained and are in full force and effect;
(vi)that trust has not been terminated and no vesting of that trust’s property has occurred, and it is not aware of any action proposed to terminate or vest the property of that trust; and
(vii)it has a right to be indemnified fully out of that trust’s assets in respect of all of the obligations and liabilities incurred by it, or which may be incurred by it, under this Agreement.
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made as of July 31, 2024, by and among Snow Lake Resources Ltd. (“Snow Lake”), Nachal G Pty Ltd (the "Seller"), Aaron Meckler (“Meckler”), Joses Malakia Amakutuwa (“Amakutuwa”), Yehoshua Gestetner (“Gestetner”), Denis Hayes (“Hayes”), Andrew Phillips (“Phillips”, and collectively with Meckler, Amakutuwa, Gestetner and Hayes the “Beneficial Sellers”) and 10152300 Manitoba Ltd. (the “Escrow Agent”). Capitalized terms used in this Escrow Agreement and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (defined below).
WHEREAS, Snow Lake has entered into a share purchase agreement with the Seller, Beneficial Sellers and others (the “Purchase Agreement”), dated as of July 31, 2024, for the sale and purchase of 100% of the issued and outstanding ordinary shares of Engo Valley Pty Ltd;
AND WHEREAS, concurrently with the execution of this Escrow Agreement, Snow Lake has deposited 1,012,249 common shares of Snow Lake (the “Escrowed Shares”), registered in the name of Escrow Agent, into the custody of the Escrow Agent (the “Escrow Account”), to be held and distributed by the Escrow Agent for the benefit of Beneficial Sellers and Snow Lake in accordance with Sections 8.7 of the Purchase Agreement and the terms of this Escrow Agreement. For the avoidance of doubt, the Beneficial Sellers shall benefit from all rights attaching or accruing to the Escrowed Shares whilst registered in the name of Escrow Agent, including the right to receive all dividends declared, made or paid after the date of the Escrow Agreement, the right to vote and rights on liquidation;
AND WHEREAS, the Purchase Agreement provides that the Escrowed Shares shall be held by the Escrow Agent for the purpose of satisfying the obligation of the Seller and Beneficial Sellers to Snow Lake pursuant to the Purchase Agreement as provided for therein;
AND WHEREAS, the Purchase Agreement provides that subject to Section 8.7 of the Purchase Agreement, the Escrow Agent shall release the Escrowed Shares to the Beneficial Sellers no later than five Business Days after Snow Lake files the SK-1300 Report referred to in Section 8.7(b) of the Purchase Agreement on EDGAR provided that such date is on or before June 30, 2025 (the “Release Date”);
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
TERMS OF THE ESCROW
1.1The parties hereby agree to the establishment of the Escrow Account with the Escrow Agent, and the Escrow Agent agrees to hold the Escrowed Shares in the Escrow Account in accordance with the terms of the Purchase Agreement and this Escrow Agreement.
1.2No later than five Business Days following the Release Date, the Escrow Agent shall release and deliver to the Beneficial Sellers the Escrowed Shares in the Escrow Account.
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1.3If Snow Lake has not received an S-K 1300 compliant mineral resource estimate, and an S-K Report, on the Engo Valley Uranium Project, on or before June 30, 2025 (being the “Expiry Date”), then the Escrowed Shares in the Escrow Account shall not be released by the Escrow Agent to the Beneficial Sellers and shall be released by the Escrow Agent to Snow Lake for cancellation, or as it otherwise directs.
1.4The Escrow Agent shall receive a fee of $2,500 from Snow Lake for acting as Escrow Agent. Other than such fee, the Escrow Agent shall not be entitled to any fee for acting in such capacity. In the event that the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated by Snow Lake for such services and reimbursed by Snow Lake for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event.
1.5Upon release or return of the Escrowed Shares pursuant to the terms hereunder, the Escrow Agent shall be relieved of further obligations and released from all liability under this Escrow Agreement.
1.6The Seller and the Beneficial Sellers acknowledges that the principal of the Escrow Agent is acting as counsel for Snow Lake in connection with the Purchase Agreement and the Seller and the Beneficial Sellers hereby waive any conflict of interest or breach of any duty relating to the Escrow Agent acting in such capacity. The Seller and the Beneficial Sellers confirm that they have had the opportunity to consult with independent counsel regarding this Escrow Agreement.
MISCELLANEOUS
2.1No waiver or any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.
2.2Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing to the following addresses (or such other address as may be notified by one party to the others from time to time) and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile prior to 5:30 p.m. (Eastern Time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile on a day that is not a Business Day or later than 5:30 p.m. (Eastern Time) on any Business Day, (c) the 2nd Business Day following the date of mailing, if sent by an internationally recognized courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. As used herein, “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City of Winnipeg are authorized or required by law to remain closed:
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2.2.1in the case of a Notice to the Seller or the Beneficial Sellers:
1/50 Ercildoune Street
Caulfield North, 3161, Victoria
Australia
Attention:Yehoshua Gestetner
Email:ShuieG@gmail.com
2.2.2in the case of a Notice to Snow Lake:
Snow Lake Resources Ltd.
360 Main Street, 30th Floor
Winnipeg, Manitoba, Canada R3C 0V1
Attention:Frank Wheatley
Email:fw@snowlakelithium.com
2.2.3in the case of a Notice to the Escrow Agent:
10152300 Manitoba Ltd
360 Main Street, 30th Floor
Winnipeg, Manitoba, Canada R3C 0V1
Attention:Shimmy Posen
Email:sposen@garfinkle.com
2.3This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto.
2.4This Escrow Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Escrow Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein (and no party shall be deemed as agent of the other).
2.5Whenever required by the context of this Escrow Agreement, the singular shall include the plural and masculine shall include the feminine. This Escrow Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same.
2.6The parties hereto expressly agree that this Escrow Agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the Province of Manitoba. Any action to enforce, arising out of, or relating in any way to, any provisions of this Escrow Agreement shall only be brought in the Province of Manitoba.
2.7The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the parties hereto.
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2.8The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud and willful misconduct.
2.9The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
2.10The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for hereunder in the absence of gross negligence, fraud and willful misconduct.
2.11The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary properly to advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation; provided that the costs of such compensation shall be borne by the Snow Lake.
2.12The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the Beneficial Sellers and Snow Lake at least thirty (30) days in advance of such resignation. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor escrow agent shall continue to act as Escrow Agent until a successor is approved and qualified to act as Escrow Agent. In the event of any such resignation, Snow Lake shall appoint a successor escrow agent (at the sole cost of Snow Lake), subject to consent of the Beneficial Sellers, such consent not to be unreasonably withheld, and the Escrow Agent shall deliver to such successor escrow agent any Escrowed Shares held by the Escrow Agent. Upon delivery of the Escrowed Shares to a successor escrow agent in accordance with this Section 2.14, the Escrow Agent shall thereafter be discharged from any further obligations hereunder, and all power, authority, duties and obligations of the Escrow Agent shall apply to any successor agent.
2.13If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments (at the sole cost of Snow Lake).
2.14Save as otherwise provided for in this Escrow Agreement and the Purchase Agreement, it is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents (if any) or the Escrowed Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s
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sole discretion (i) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrowed Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned by a final order, decree or judgment or a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (ii) to deliver the Escrowed Shares and any other property and documents held by the Escrow Agent hereunder to a provincial or Federal court having competent subject matter jurisdiction and located in the City of Manitoba in accordance with the applicable procedure therefore.
2.15Snow Lake agrees to defend, indemnify and hold harmless the Escrow Agent and each of the Escrow Agent’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any and all losses, liabilities, claims made by any Party or any other person or entity, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which arise directly or indirectly from this Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as the Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. In no event shall the indemnity from Snow Lake exceed the value of the Escrowed Shares. The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.
2.16This Escrow Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be on and the same agreement. A signed copy of this Escrow Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Escrow Agreement.
2.17References to the Escrow Agent, Snow Lake and/or the Beneficial Sellers in this Escrow Agreement shall include their successors in title and permitted assigns.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of date first written above.
| SNOW LAKE RESOURCES LTD. | |
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| By: |
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| Name: Frank D. Wheatley |
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| Title: Chief Executive Officer |
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| YEHOSHUA GESTETNER | |
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| Name: Yehoshua Gestetner |
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| AARON MECKLER | |
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| Name: Aaron Meckler |
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| JOSE MALAKIA AMAKUTUWA | |
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| By: |
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| Name: Joses Malakia Amakutuwa |
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| DENIS HAYES | |
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| By: |
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| Name: Denis Hayes |
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| ANDREW PHILLIPS | |
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| Name: Andrew Phillips |
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| 10152300 MANITOBA LTD. | |
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| By: |
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| Name: Shimmy Posen |
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| Title: President |
October 18, 2024
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
Attention: Frank Wheatley, Chief Executive Officer
Dear Mr. Wheatley:
Reference is made to the ATM Sales Agreement, dated as of August 22, 2024 (the “ATM Agreement”), between Snow Lake Resources Ltd. (the “Company”) and ThinkEquity LLC (“ThinkEquity”). This letter (this “Amendment”) constitutes an agreement between the Company and ThinkEquity to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.
1. The defined term “Agreement” in the ATM Agreement is amended to mean the ATM Agreement as amended by this Amendment.
2. The headnote of the ATM Agreement, which precedes the provisions of the ATM Agreement, is hereby amended by amending and restating the entirety of such headnote as follows:
“Up to $2,900,000
Common Shares”
3. Section 1 of the ATM Agreement is hereby amended by amending and restating the entirety of Section 1 as follows:
“ Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, common shares (the "Placement Shares") of the Company, no par value (the "Common Shares") having an aggregate offering price of up to $2,900,000; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of Common Shares registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company's authorized capital stock), (c) exceed the number or dollar amount of Common Shares permitted to be sold under Form F-3 (including General Instruction I.B.5 thereof, if applicable) or (d) exceed the number or dollar amount of Common Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which has been declared effective by the Securities and Exchange Commission (the "Commission"), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Common Shares.
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder (the "Securities Act Regulations"), with the Commission a registration statement on Form F-3 (File No. 333-272324), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (as such prospectus or prospectus supplement is amended or supplemented from time to time, the "Prospectus Supplement"). The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, is herein called the "Registration Statement." The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the "Prospectus."
Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the "Incorporated Documents"), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR").”
4. The Company and ThinkEquity hereby agree that the date hereof shall be a Representation Date under the ATM Agreement and the Company shall file a Prospectus Supplement and deliver the deliverables pursuant to Sections 7(l), 7(m), 7(n), and 7(t) of the ATM Agreement within the time periods specified in the ATM Agreement; provided that, before the Company delivers the Placement Notice or ThinkEquity sells any Placement Shares, the Company shall deliver to ThinkEquity the deliverables pursuant to Sections 7(l), 7(m), 7(n), and 7(t) of the ATM Agreement.
5. In connection with this Amendment, the Company shall reimburse ThinkEquity for its expenses in the amount of $10,000, which shall be paid on the date hereof.
6. Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.
7. This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
[remainder of page intentionally left blank]
In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and ThinkEquity, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.
| Very truly yours, | |
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| THINKEQUITY LLC | |
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| By: |
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| Name: Eric Lord | |
| Title: Head of Investment Banking | |
Accepted and Agreed: |
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SNOW LAKE RESOURCES LTD. |
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Name: Frank Wheatley |
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Title: Chief Executive Officer |
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[SIGNATURE PAGE TO LITM AMENDMENT TO ATM AGREEMENT]
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT made this 6th day of June, 2022
BETWEEN:
Branson Corporate Services Ltd.
Having a place of business at 77 King Street West, Suite 2905, Toronto, Ontario M5K 1H1, Canada;
(“Branson”)
AND:
Snow Lake Resources Ltd. (as defined below)
Having a place of business at 242 Hargrave Street, #1700, Winnipeg, Manitoba R3C 0V1, Canada;
(the “Company”).
RECITALS:
WHEREAS the Company wishes to engage Branson to perform various services or terms and conditions outlined herein;
AND WHEREAS Branson wishes to perform such services on the terms and conditions outlined herein;
WITNESS THAT in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1Definitions
In this Agreement, including the recitals and any schedules, the following words and expressions have the following meanings unless the context otherwise requires:
(a)“Confidential Information” means all information or data which may before or after the date of this Agreement be delivered to Branson by the Company or by any affiliate of the Company or which may otherwise come within the knowledge of Branson or which may be developed by Branson or any subsidiary or affiliate of Branson or any employee of any of them in connection with the Services or from any of the other Confidential Information including, without limiting the generality of the foregoing, all information or data regarding manufacturing processes, programs, plants, products, costs, equipment, operations, distribution, marketing or customers relating to the products; all technical information, procedures, processes, diagrams, specifications, improvements, formulations, plans and data relating to the products and services and all documents delivered by the Company or any affiliate of the Company which are marked as confidential or as proprietary information.
(b)“Intellectual Property Rights” means all rights in respect of intellectual property including, without limitation, all patent, industrial design, integrated circuit topography, know-how,
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trade secret, privacy and trade-mark rights and copyright, to the extent those rights may subsist anywhere in the universe.
(c)“Service” means all service that Branson may provide from time to time for the Company including, without limitation, those provided in Schedule “A” hereto.
1.2Entire Agreement
This Agreement supersedes all previous invitations, proposals, letter, correspondence, negotiations, promises, agreement, covenants, conditions, representations and warranties with respect to the subject matter of this Agreement. There is no representation, warranty, collateral term or condition affecting this Agreement for which any party can be held responsible in any way, other than as expressed in writing in the Agreement.
1.3Amendments
No change or modification of this Agreement will be valid unless it is in writing and signed by each party to this Agreement.
1.4Invalidity of Particular Provision
It is intended that all of the provisions of this Agreement will be fully binding and effective between the parties. In the event that any particular provision or provisions or a part of one or more is found to be void, voidable or unenforceable for any reason whatsoever, then the particular provision or provisions or part of the provision will be deemed severed from the remainder of this Agreement. The other provisions of the Agreement will not be affected by the severance and will remain in full force and effect.
1.5Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.
ARTICLE 2
DUTIES OF BRANSON
2.1Engagement
The Company hereby engages Branson to provide the Services to the Company as described in Schedule “A” hereto and Branson hereby covenants and agrees to provide such Services to the Company subject to the terms and conditions of the Agreement.
2.2Scope of Duties
Branson will devote adequate time, attention, abilities and sufficient hours to its duties hereunder and Branson will give the Company the benefit of its knowledge, expertise and ingenuity.
2.3Duty to the Company
During the term of this Agreement, Branson will well and faithfully serve the Company and use all reasonable endeavours to promote the interest of the Company; will act honestly, in good faith and in the best interests of the Company. Branson will adhere to all applicable policies of the Company.
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2.4Business of the Company
Branson will not, during the term of this Agreement, engage in any business, enterprise or activity that is contrary to or detracts from the due performance of the business of the Company.
ARTICLE 3
REMUNERATION
3.1Remuneration
The remuneration of Branson will be at the rate and on the terms specified in Schedule “B” hereto, or on any replacement thereof initialled by all parties.
3.2Expenses
Unless otherwise specifically provided in Schedule “B”, Branson will be reimbursed by the Company for all reasonable pre-approved expenses necessarily and actually incurred by Branson in the performance of the Services, provided that Branson submits to the Company detailed invoices and supporting documentation acceptable to the Company, acting reasonably. Branson will invoice the Company for such pre-approved expenses monthly in arrears. All such Company approved invoices will be payable by the Company reasonably upon receipt of each such invoice.
3.3Management Services Agreement Not Employee
The parties agree that Branson is not an employee of the Company and, as such, save as required by law; there will be no deductions for any statutory withholdings such as income tax, Government Pension Plan, Employment Insurance or Workers Compensation.
ARTICLE 4
CONFIDENTIALITY
4.1General Obligation of Confidentiality
Branson acknowledges that the Confidential Information consists entirely of information and knowledge, which is the exclusive property of the Company or its subsidiaries and affiliates or persons from whom the Company has obtained its rights. Branson will treat the Confidential Information obtained by it in strict confidence and will not disclose the Confidential Information made available to it unless otherwise required by law, except as previously approved in writing by the Company. Branson will protect such Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve its secret and confidential nature. All documents containing Confidential Information are the property of the Company. Without limiting the generality of the foregoing, Branson hereby transfers to the Company the property rights in all documents which now or hereafter may contain the Confidential Information.
4.2Use of Confidential Information
Branson will not use Confidential Information for any purpose other than as may reasonably be required in order to perform the Services.
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4.3Exceptions
Any obligations specified in the Article will not apply to the following:
(a)any information, which is presently in the public domain; and
(b)any information which subsequently becomes part of the public domain through no fault of Branson or any officer, director, employee or agent of Branson; or
(c)any information, which is required to be disclosed by a court of competent jurisdiction.
ARTICLE 5
OWNERSHIP OF RIGHTS
5.1The Company’s Ownership of Rights
(a)Branson acknowledges and agrees as follows with respect to the ownership of rights by the Company and the limitation of Branson’s rights:
(b)Nothing contained in this Agreement will be construed as an assignment to Branson of any right, title or interest in the Confidential Information. All right, title and interest relating to the Confidential Information is expressly reserved by the Company.
(c)Branson will not at any time apply for any Intellectual Property Rights that would affect the ownership by the Company of any Intellectual Property Rights associated with the Confidential Information or file any document with any government authority anywhere in the world or take any other action which could affect such ownership of Intellectual Property Rights associated with the Confidential Information or aid or abet anyone else in doing so. To the extent that copyright may subsist in the Confidential Information Branson hereby waives all past, present and future moral rights Branson may have.
ARTICLE 6
NON-COMPETITION
6.1Non-Competition
Branson will not, without the prior written consent of the Company:
(a)divert or attempt to divert any business of, or any customers of the Company or of any of its subsidiaries, to any other competitive establishment, by direct or indirect inducement or otherwise; and
(b)directly or indirectly impair or seek to impair the reputation of the Company, nor any relationships that the Company has with its employees, customers, suppliers, agents or other parties with which the Company does business or has contractual relations; or
(c)directly or indirectly, in any way, solicit, hire or engage the services of any employee of the Company, or persuade or attempt to persuade any such individual to terminate his or her employment with the Company.
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6.2Non- Solicitation
(a)The Company will not, without the prior written consent of Branson during the term of this agreement or at any time for a period of two years following the termination of this agreement for whatever reason with or without cause either individually, or in partnership, or jointly, or in conjunction with any person as principal, agent, employee or shareholder or in any manner whatsoever on his behalf or on the behalf of anyone competing or endeavouring to compete with Branson, directly or indirectly solicit, or gain the custom of, interfere with or endeavour to entice away from Branson any person that to the knowledge of the Company:
(i)Is an employee or consultant of Branson at the date of termination, for whatever reason, of this agreement and with whom the Company dealt during the term of this agreement;
(ii)Was a client of Branson at any time during the term of this agreement and with whom the Company dealt with during the engagement; or
(iii)Has been pursued as a prospective client by or on behalf of Branson at any time for whatever reason and in respect of whom Branson has not determined to cease all such pursuit;
(b)The Company confirms that all restrictions in Section 6.2(a) are reasonable and valid and that the Company waives all defences to the strict enforcement of such restrictions in Section 6.2(a) by Branson
(c)Sections 6.2(a)(i), (ii) and (iii) are each separate and distinct covenants, severable one from the other and if any such a covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as determined and all such covenants will continue in full force and effect.
ARTICLE 7
INDEMNITY
7.1Indemnity
The Company and Branson will defend, indemnify and save harmless each other from and against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, cost and expenses including, without limiting the generality of the foregoing, legal fees and disbursements which the Company and Branson may be liable to pay or may incur by reason of a breach of the terms of this Agreement or any liability that Company may incur to any authority for source deductions and any other remittance obligations arising with respect to payment to Branson pursuant to this Agreement.
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ARTICLE 8
TERM
8.1This Agreement will take effect on the Effective Date and will continue in full force and effect until terminated by the Company or Branson in accordance with this Agreement.
8.2The Company or Branson may, at any time, give 30 days’ advance written notice to the other party of its intention to terminate this Agreement and on the expiration of such period this Agreement will be terminated. In such event, the Company will be obligated to pay the remaining unpaid remuneration to the up to and including date of termination.
8.3The Company may terminate this Agreement without advance written notice to Branson and without further remuneration past the date of termination, upon the occurrence of any of the following events:
(a)Branson’s or one of its employees commission of a crime which relates directly to the performance of this Agreement, or any act by Branson involving money or other property involving the Company or an affiliate of the Company that would constitute a crime in the jurisdiction involved; or
(b)any act by Branson or one of its employees of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or an affiliate or customer of the Company; or
(c)any material breach by Branson of any of the terms of this Agreement which remains uncured after the expiration of 30 days following the delivery of written notice of such breach to Branson by the Company; or
(d)Branson’s failure to devote adequate time to the Company’s business, or conduct by Branson amounting to insubordination or inattention to, or substandard performance of Branson’s duties and responsibilities under this Agreement, which remains uncured after the expiration of thirty days following the delivery of written notice of such failure or conduct to Branson by the Company.
8.4Upon termination of this Agreement, Branson will return to the Company, all Company’s property including all written information, tapes, discs or memory devices and copies thereof, and any other material on any medium in Branson’s possession or control pertaining to the business of the Company, without retaining any copies or records of any Confidential Information whatsoever.
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ARTICLE 9
GENERAL
9.1Arbitration
All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived there from, will be referred to and finally resolved by arbitration under the rules and statutes of the Province of Ontario.
9.2Notices
Any notice, direction, request or other communication required or contemplated by any provision of the Agreement will be given in writing and will be given by delivering or faxing same to the Company or Branson, as the case may be, as follows:
(a)To Branson at:
P.O. Box 121
77 King St. West Suite 2905
Toronto, ON M5K 1H1 Canada
Attention: Margaret Miller Email:kmiller@bransonservices.com
(b)To the Company at:
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg,
Manitoba R3C 0V1
Canada
Attention: Philip Gross
Chief Executive Officer
e-mail: pg@snowlakelithium.com
Any such notice, direction, request or other communication will be deemed to have been given or made on the date on which it was delivered or, in the case of fax, on the next business day after
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receipt of transmission. Either party may change its fax number or address for service from time to time by notice in accordance with the foregoing.
9.3Assignment
This Agreement is not assignable in whole or in part by Branson or the Company without the prior written consent of the other party. Any attempt to assign any of the rights, or to delegate any of the duties or obligations of this Agreement without such written consent is void. Any such change, which might occur without such consent or any assignment occurring by reason of operation of law such as upon a bankruptcy or amalgamation, will be deemed an event of default under this Agreement.
9.4Waiver
No failure or delay on the party of any party in exercising any power or right under this Agreement will operate as a waiver of such power or right, nor will any single or partial exercise of any such right or power preclude any further or other exercise of such right or power under this Agreement. No modification or waiver of any provision of this Agreement and no consent to any departure by any party from any provision of the Agreement will be effective unless it is in writing. Any such waiver or consent will be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any party in any circumstances will entitle such party to any other or further notice or demand in similar or other circumstances.
9.5Enurement
Subject to the restrictions on transfer contained in this Agreement, this Agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first written above:
Branson Corporate Services Ltd. |
| Snow Lake Resources Ltd. |
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Name: Margaret Miller |
| Name: Philip Gross |
Title: President & CEO |
| Title: Chief Executive Officer |
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SCHEDULE “A”
Services
Branson covenants and agrees with the Company that Branson shall provide the following services:
1.Keith Li will take on the role of Chief Financial Officer on July 1, 2022.
2.Branson shall provide executive level financial management services, including preparation of IFRS-compliant consolidated financial statements and MD&A, as required by the Company and for filing on EDGAR.
3.Branson shall maintain all accounting books and records as directed by the Company and shall provide annual and interim consolidated financial statements. Branson agrees to provide full accounting services as requested by the Company including preparing schedules and support for interim filings and the annual audit.
4.Branson shall manage the payment cycle process as directed by the Company. Branson agrees to handle the cash management process as requested by the Company including issuing payments to suppliers at month-end upon review and approval by management.
5.Branson shall liaise and provide information requested by the auditors of the Company during any audit or interim review period as the case may be.
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SCHEDULE “B”
Remuneration
1.The remuneration for Branson will be a set fee of $4,500 plus applicable taxes per month. The monthly fees are due on receipt.
2.The parties hereby agree to review and if necessary, renegotiate this agreement based on the current evolution of the Company.
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AMENDED MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT made this 1st day of November, 2022, retroactive to August 1, 2022.
BETWEEN:
Branson Corporate Services Ltd.
Having a place of business at 77 King Street West, Suite 2905, Toronto, Ontario M5K 1H1, Canada;
(“Branson”)
AND:
Snow Lake Resources Ltd. (as defined below)
Having a place of business at 242 Hargrave Street, #1700, Winnipeg, Manitoba R3C 0V1, Canada;
(the “Company”).
RECITALS:
WHEREAS the Company wishes to engage Branson to perform various services or terms and conditions outlined herein;
AND WHEREAS Branson wishes to perform such services on the terms and conditions outlined herein;
WITNESS THAT in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1Definitions
In this Agreement, including the recitals and any schedules, the following words and expressions have the following meanings unless the context otherwise requires:
(a)“Confidential Information” means all information or data which may before or after the date of this Agreement be delivered to Branson by the Company or by any affiliate of the Company or which may otherwise come within the knowledge of Branson or which may be developed by Branson or any subsidiary or affiliate of Branson or any employee of any of them in connection with the Services or from any of the other Confidential Information including, without limiting the generality of the foregoing, all information or data regarding manufacturing processes, programs, plants, products, costs, equipment, operations, distribution, marketing or customers relating to the products; all technical information, procedures, processes, diagrams, specifications, improvements, formulations, plans and data relating to the products and services and all documents delivered by the Company or any affiliate of the Company which are marked as confidential or as proprietary information.
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(b)“Intellectual Property Rights” means all rights in respect of intellectual property including, without limitation, all patent, industrial design, integrated circuit topography, know-how, trade secret, privacy and trade-mark rights and copyright, to the extent those rights may subsist anywhere in the universe.
(c)“Service” means all service that Branson may provide from time to time for the Company including, without limitation, those provided in Schedule “A” hereto.
1.2Entire Agreement
This Agreement supersedes all previous invitations, proposals, letter, correspondence, negotiations, promises, agreement, covenants, conditions, representations and warranties with respect to the subject matter of this Agreement. There is no representation, warranty, collateral term or condition affecting this Agreement for which any party can be held responsible in any way, other than as expressed in writing in the Agreement.
1.3Amendments
No change or modification of this Agreement will be valid unless it is in writing and signed by each party to this Agreement.
1.4Invalidity of Particular Provision
It is intended that all of the provisions of this Agreement will be fully binding and effective between the parties. In the event that any particular provision or provisions or a part of one or more is found to be void, voidable or unenforceable for any reason whatsoever, then the particular provision or provisions or part of the provision will be deemed severed from the remainder of this Agreement. The other provisions of the Agreement will not be affected by the severance and will remain in full force and effect.
1.5Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.
ARTICLE 2
DUTIES OF BRANSON
2.1Engagement
The Company hereby engages Branson to provide the Services to the Company as described in Schedule “A” hereto and Branson hereby covenants and agrees to provide such Services to the Company subject to the terms and conditions of the Agreement.
2.2Scope of Duties
Branson will devote adequate time, attention, abilities and sufficient hours to its duties hereunder and Branson will give the Company the benefit of its knowledge, expertise and ingenuity.
2.3Duty to the Company
During the term of this Agreement, Branson will well and faithfully serve the Company and use all reasonable endeavours to promote the interest of the Company; will act honestly, in good faith and in the best interests of the Company. Branson will adhere to all applicable policies of the Company.
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2.4Business of the Company
Branson will not, during the term of this Agreement, engage in any business, enterprise or activity that is contrary to or detracts from the due performance of the business of the Company.
ARTICLE 3
REMUNERATION
3.1Remuneration
The remuneration of Branson will be at the rate and on the terms specified in Schedule “B” hereto, or on any replacement thereof initialled by all parties.
3.2Expenses
Unless otherwise specifically provided in Schedule “B”, Branson will be reimbursed by the Company for all reasonable pre-approved expenses necessarily and actually incurred by Branson in the performance of the Services, provided that Branson submits to the Company detailed invoices and supporting documentation acceptable to the Company, acting reasonably. Branson will invoice the Company for such pre-approved expenses monthly in arrears. All such Company approved invoices will be payable by the Company reasonably upon receipt of each such invoice.
3.3Management Services Agreement Not Employee
The parties agree that Branson is not an employee of the Company and, as such, save as required by law; there will be no deductions for any statutory withholdings such as income tax, Government Pension Plan, Employment Insurance or Workers Compensation.
ARTICLE 4
CONFIDENTIALITY
4.1General Obligation of Confidentiality
Branson acknowledges that the Confidential Information consists entirely of information and knowledge, which is the exclusive property of the Company or its subsidiaries and affiliates or persons from whom the Company has obtained its rights. Branson will treat the Confidential Information obtained by it in strict confidence and will not disclose the Confidential Information made available to it unless otherwise required by law, except as previously approved in writing by the Company. Branson will protect such Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve its secret and confidential nature. All documents containing Confidential Information are the property of the Company. Without limiting the generality of the foregoing, Branson hereby transfers to the Company the property rights in all documents which now or hereafter may contain the Confidential Information.
4.2Use of Confidential Information
Branson will not use Confidential Information for any purpose other than as may reasonably be required in order to perform the Services.
4.3Exceptions
Any obligations specified in the Article will not apply to the following:
(a)any information, which is presently in the public domain; and
(b)any information which subsequently becomes part of the public domain through no fault of Branson or any officer, director, employee or agent of Branson; or
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(c)any information, which is required to be disclosed by a court of competent jurisdiction.
ARTICLE 5
OWNERSHIP OF RIGHTS
5.1The Company’s Ownership of Rights
(a)Branson acknowledges and agrees as follows with respect to the ownership of rights by the Company and the limitation of Branson’s rights:
(b)Nothing contained in this Agreement will be construed as an assignment to Branson of any right, title or interest in the Confidential Information. All right, title and interest relating to the Confidential Information is expressly reserved by the Company.
(c)Branson will not at any time apply for any Intellectual Property Rights that would affect the ownership by the Company of any Intellectual Property Rights associated with the Confidential Information or file any document with any government authority anywhere in the world or take any other action which could affect such ownership of Intellectual Property Rights associated with the Confidential Information or aid or abet anyone else in doing so. To the extent that copyright may subsist in the Confidential Information Branson hereby waives all past, present and future moral rights Branson may have.
ARTICLE 6
NON-COMPETITION
6.1Non-Competition
Branson will not, without the prior written consent of the Company:
(a)divert or attempt to divert any business of, or any customers of the Company or of any of its subsidiaries, to any other competitive establishment, by direct or indirect inducement or otherwise; and
(b)directly or indirectly impair or seek to impair the reputation of the Company, nor any relationships that the Company has with its employees, customers, suppliers, agents or other parties with which the Company does business or has contractual relations; or
(c)directly or indirectly, in any way, solicit, hire or engage the services of any employee of the Company, or persuade or attempt to persuade any such individual to terminate his or her employment with the Company.
6.2Non- Solicitation
(a)The Company will not, without the prior written consent of Branson during the term of this agreement or at any time for a period of two years following the termination of this agreement for whatever reason with or without cause either individually, or in partnership, or jointly, or in conjunction with any person as principal, agent, employee or shareholder or in any manner whatsoever on his behalf or on the behalf of anyone competing or endeavouring to compete with Branson, directly or indirectly solicit, or gain the custom of, interfere with or endeavour to entice away from Branson any person that to the knowledge of the Company:
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(i)Is an employee or consultant of Branson at the date of termination, for whatever reason, of this agreement and with whom the Company dealt during the term of this agreement;
(ii)Was a client of Branson at any time during the term of this agreement and with whom the Company dealt with during the engagement; or
(iii)Has been pursued as a prospective client by or on behalf of Branson at any time for whatever reason and in respect of whom Branson has not determined to cease all such pursuit;
(b)The Company confirms that all restrictions in Section 6.2(a) are reasonable and valid and that the Company waives all defences to the strict enforcement of such restrictions in Section 6.2(a) by Branson
(c)Sections 6.2(a)(i), (ii) and (iii) are each separate and distinct covenants, severable one from the other and if any such a covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as determined and all such covenants will continue in full force and effect.
ARTICLE 7
INDEMNITY
7.1Indemnity
The Company and Branson will defend, indemnify and save harmless each other from and against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, cost and expenses including, without limiting the generality of the foregoing, legal fees and disbursements which the Company and Branson may be liable to pay or may incur by reason of a breach of the terms of this Agreement or any liability that Company may incur to any authority for source deductions and any other remittance obligations arising with respect to payment to Branson pursuant to this Agreement.
ARTICLE 8
TERM
8.1This Agreement will take effect on the Effective Date and will continue in full force and effect until terminated by the Company or Branson in accordance with this Agreement.
8.2The Company or Branson may, at any time, give 30 days’ advance written notice to the other
party of its intention to terminate this Agreement and on the expiration of such period this Agreement will be terminated. In such event, the Company will be obligated to pay the remaining unpaid remuneration to the up to and including date of termination.
8.3The Company may terminate this Agreement without advance written notice to Branson and without further remuneration past the date of termination, upon the occurrence of any of the following events:
(a)Branson’s or one of its employees commission of a crime which relates directly to the performance of this Agreement, or any act by Branson involving money or other property involving the Company or an affiliate of the Company that would constitute a crime in the jurisdiction involved; or
(b)any act by Branson or one of its employees of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or an affiliate or customer of the Company; or
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(c)any material breach by Branson of any of the terms of this Agreement which remains uncured after the expiration of 30 days following the delivery of written notice of such breach to Branson by the Company; or
(d)Branson’s failure to devote adequate time to the Company’s business, or conduct by Branson amounting to insubordination or inattention to, or substandard performance of Branson’s duties and responsibilities under this Agreement, which remains uncured after the expiration of thirty days following the delivery of written notice of such failure or conduct to Branson by the Company.
8.4Upon termination of this Agreement, Branson will return to the Company, all Company’s property including all written information, tapes, discs or memory devices and copies thereof, and any other material on any medium in Branson’s possession or control pertaining to the business of the Company, without retaining any copies or records of any Confidential Information whatsoever.
ARTICLE 9
GENERAL
9.1Arbitration
All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived there from, will be referred to and finally resolved by arbitration under the rules and statutes of the Province of Ontario.
9.2Notices
Any notice, direction, request or other communication required or contemplated by any provision of the Agreement will be given in writing and will be given by delivering or faxing same to the Company or Branson, as the case may be, as follows:
(a)To Branson at:
P.O. Box 121
77 King St. West Suite 2905
Toronto, ON M5K 1H1 Canada
Attention: Margaret Miller Email:kmiller@bransonservices.com
(b)To the Company at:
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg, MB R3C 0V1
Canada
Attention: Philip Gross
Chief Executive Officer
e-mail: pg@snowlakelithium.com
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Any such notice, direction, request or other communication will be deemed to have been given or made on the date on which it was delivered or, in the case of fax, on the next business day after receipt of transmission. Either party may change its fax number or address for service from time to time by notice in accordance with the foregoing.
9.3Assignment
This Agreement is not assignable in whole or in part by Branson or the Company without the prior written consent of the other party. Any attempt to assign any of the rights, or to delegate any of the duties or obligations of this Agreement without such written consent is void. Any such change, which might occur without such consent or any assignment occurring by reason of operation of law such as upon a bankruptcy or amalgamation, will be deemed an event of default under this Agreement.
9.4Waiver
No failure or delay on the party of any party in exercising any power or right under this Agreement will operate as a waiver of such power or right, nor will any single or partial exercise of any such right or power preclude any further or other exercise of such right or power under this Agreement. No modification or waiver of any provision of this Agreement and no consent to any departure by any party from any provision of the Agreement will be effective unless it is in writing. Any such waiver or consent will be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any party in any circumstances will entitle such party to any other or further notice or demand in similar or other circumstances.
9.5Enurement
Subject to the restrictions on transfer contained in this Agreement, this Agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first written above:
Branson Corporate Services Ltd. |
| Snow Lake Resources Ltd. |
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Name: Margaret Miller |
| Name: Philip Gross |
Title: President & CEO |
| Title: Chief Executive Officer |
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SCHEDULE “A”
Services
Branson covenants and agrees with the Company that Branson shall provide the following services:
1.Branson will continue to provide CFO service through the Company’s appointment of Keith Li as CFO which was effective July 1, 2022.
2.Branson will continue to maintain all accounting books and records as directed by the Company and shall provide annual and semi annual consolidated financial statements. Branson agrees to provide full accounting services as requested by the Company including preparing schedules and support for semi annual filings and the annual audit.
3.Branson will continue to manage the payment cycle process as directed by the Company. Branson agrees to handle the cash management process as requested by the Company including issuing payments to suppliers at month-end upon review and approval by management.
4.Branson will continue to assist in complying with the Company’s quarterly Goods and Services Tax/Harmonized Sales Tax filings requirements with the Canada Revenue Agency.
5.Branson shall provide executive level financial management services, including preparation of IFRS-compliant consolidated financial statements and MD&A, as required by the Company and for filing on EDGAR.
6.Branson shall provide support on preparation of F1, F20 forms and other fillings, where necessary.
7.Branson shall provide unaudited quarterly financials for internal management discussions and review. This will include accumulating financial data necessary upon closing of each quarterly cycle to provide management with data to review the results of operations and for planning discussions.
8.Branson shall also assist in complying with the tax filings requirements of the Canada Revenue Agency and the Internal Revenue Service, through the tax service providers engaged by the Company.
9.Branson shall liaise and provide information requested by the auditors of the Company during any audit or interim review period as the case may be.
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SCHEDULE “B”
Remuneration
1.The remuneration for Branson will be a set fee of $7,500 plus applicable taxes per month retroactive to August 1, 2022. The monthly fees are due on receipt. Branson will issue billings for the months of August, September and October 2022, retroactive to August 1, 2022, for the incremental difference of $3,000 a month for the periods in question.
2.The parties hereby agree to review and if necessary, renegotiate this agreement based on the current evolution of the Company.
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AMENDED MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT made this 1st day of October 2024, retroactive to August 1,.2024.
BETWEEN:
Branson Corporate Services Ltd.
Having a place of business at 77 King Street West, Suite 2905, Toronto, Ontario M5K 1H1, Canada;
(“Branson”)
AND:
Snow Lake Resources Ltd. (as defined below)
Having a place of business at 242 Hargrave Street, #1700, Winnipeg, Manitoba R3C 0V1, Canada;
(the “Company”).
RECITALS:
WHEREAS the Company wishes to engage Branson to perform various services or terms and conditions outlined herein;
AND WHEREAS Branson wishes to perform such services on the terms and conditions outlined herein;
WITNESS THAT in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1Definitions
In this Agreement, including the recitals and any schedules, the following words and expressions have the following meanings unless the context otherwise requires:
(a)“Confidential Information” means all information or data which may before or after the date of this Agreement be delivered to Branson by the Company or by any affiliate of the Company or which may otherwise come within the knowledge of Branson or which may be developed by Branson or any subsidiary or affiliate of Branson or any employee of any of them in connection with the Services or from any of the other Confidential Information including, without limiting the generality of the foregoing, all information or data regarding manufacturing processes, programs, plants, products, costs, equipment, operations, distribution, marketing or customers relating to the products; all technical information, procedures, processes, diagrams, specifications, improvements, formulations, plans and data relating to the products and services and all documents delivered by the Company or any affiliate of the Company which are marked as confidential or as proprietary information.
(b)“Intellectual Property Rights” means all rights in respect of intellectual property including, without limitation, all patent, industrial design, integrated circuit topography, know-how,
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trade secret, privacy and trade-mark rights and copyright, to the extent those rights may subsist anywhere in the universe.
(c)“Service” means all service that Branson may provide from time to time for the Company including, without limitation, those provided in Schedule “A” hereto.
1.2Entire Agreement
This Agreement supersedes all previous invitations, proposals, letter, correspondence, negotiations, promises, agreement, covenants, conditions, representations and warranties with respect to the subject matter of this Agreement. There is no representation, warranty, collateral term or condition affecting this Agreement for which any party can be held responsible in any way, other than as expressed in writing in the Agreement.
1.3Amendments
No change or modification of this Agreement will be valid unless it is in writing and signed by each party to this Agreement.
1.4Invalidity of Particular Provision
It is intended that all of the provisions of this Agreement will be fully binding and effective between the parties. In the event that any particular provision or provisions or a part of one or more is found to be void, voidable or unenforceable for any reason whatsoever, then the particular provision or provisions or part of the provision will be deemed severed from the remainder of this Agreement. The other provisions of the Agreement will not be affected by the severance and will remain in full force and effect.
1.5Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.
ARTICLE 2
DUTIES OF BRANSON
2.1Engagement
The Company hereby engages Branson to provide the Services to the Company as described in Schedule “A” hereto and Branson hereby covenants and agrees to provide such Services to the Company subject to the terms and conditions of the Agreement.
2.2Scope of Duties
Branson will devote adequate time, attention, abilities and sufficient hours to its duties hereunder and Branson will give the Company the benefit of its knowledge, expertise and ingenuity.
2.3Duty to the Company
During the term of this Agreement, Branson will well and faithfully serve the Company and use all reasonable endeavours to promote the interest of the Company; will act honestly, in good faith and in the best interests of the Company. Branson will adhere to all applicable policies of the Company.
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2.4Business of the Company
Branson will not, during the term of this Agreement, engage in any business, enterprise or activity that is contrary to or detracts from the due performance of the business of the Company.
ARTICLE 3
REMUNERATION
3.1Remuneration
The remuneration of Branson will be at the rate and on the terms specified in Schedule “B” hereto, or on any replacement thereof initialled by all parties.
3.2Expenses
Unless otherwise specifically provided in Schedule “B”, Branson will be reimbursed by the Company for all reasonable pre-approved expenses necessarily and actually incurred by Branson in the performance of the Services, provided that Branson submits to the Company detailed invoices and supporting documentation acceptable to the Company, acting reasonably. Branson will invoice the Company for such pre-approved expenses monthly in arrears. All such Company approved invoices will be payable by the Company reasonably upon receipt of each such invoice.
3.3Management Services Agreement Not Employee
The parties agree that Branson is not an employee of the Company and, as such, save as required by law; there will be no deductions for any statutory withholdings such as income tax, Government Pension Plan, Employment Insurance or Workers Compensation.
ARTICLE 4
CONFIDENTIALITY
4.1General Obligation of Confidentiality
Branson acknowledges that the Confidential Information consists entirely of information and knowledge, which is the exclusive property of the Company or its subsidiaries and affiliates or persons from whom the Company has obtained its rights. Branson will treat the Confidential Information obtained by it in strict confidence and will not disclose the Confidential Information made available to it unless otherwise required by law, except as previously approved in writing by the Company. Branson will protect such Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve its secret and confidential nature. All documents containing Confidential Information are the property of the Company. Without limiting the generality of the foregoing, Branson hereby transfers to the Company the property rights in all documents which now or hereafter may contain the Confidential Information.
4.2Use of Confidential Information
Branson will not use Confidential Information for any purpose other than as may reasonably be required in order to perform the Services.
4.3Exceptions
Any obligations specified in the Article will not apply to the following:
(a)any information, which is presently in the public domain; and
(b)any information which subsequently becomes part of the public domain through no fault of Branson or any officer, director, employee or agent of Branson; or
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(c)any information, which is required to be disclosed by a court of competent jurisdiction.
ARTICLE 5 OWNERSHIP OF RIGHTS
5.1The Company’s Ownership of Rights
(a)Branson acknowledges and agrees as follows with respect to the ownership of rights by the Company and the limitation of Branson’s rights:
(b)Nothing contained in this Agreement will be construed as an assignment to Branson of any right, title or interest in the Confidential Information. All right, title and interest relating to the Confidential Information is expressly reserved by the Company.
(c)Branson will not at any time apply for any Intellectual Property Rights that would affect the ownership by the Company of any Intellectual Property Rights associated with the Confidential Information or file any document with any government authority anywhere in the world or take any other action which could affect such ownership of Intellectual Property Rights associated with the Confidential Information or aid or abet anyone else in doing so. To the extent that copyright may subsist in the Confidential Information Branson hereby waives all past, present and future moral rights Branson may have.
ARTICLE 6
NON-COMPETITION
6.1Non-Competition
Branson will not, without the prior written consent of the Company:
(a)divert or attempt to divert any business of, or any customers of the Company or of any of its subsidiaries, to any other competitive establishment, by direct or indirect inducement or otherwise; and
(b)directly or indirectly impair or seek to impair the reputation of the Company, nor any relationships that the Company has with its employees, customers, suppliers, agents or other parties with which the Company does business or has contractual relations; or
(c)directly or indirectly, in any way, solicit, hire or engage the services of any employee of the Company, or persuade or attempt to persuade any such individual to terminate his or her employment with the Company.
6.2Non- Solicitation
(a)The Company will not, without the prior written consent of Branson during the term of this agreement or at any time for a period of two years following the termination of this agreement for whatever reason with or without cause either individually, or in partnership, or jointly, or in conjunction with any person as principal, agent, employee or shareholder or in any manner whatsoever on his behalf or on the behalf of anyone competing or endeavouring to compete with Branson, directly or indirectly solicit, or gain the custom of, interfere with or endeavour to entice away from Branson any person that to the knowledge of the Company:
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(i)Is an employee or consultant of Branson at the date of termination, for whatever reason, of this agreement and with whom the Company dealt during the term of this agreement;
(ii)Was a client of Branson at any time during the term of this agreement and with whom the Company dealt with during the engagement; or
(iii)Has been pursued as a prospective client by or on behalf of Branson at any time for whatever reason and in respect of whom Branson has not determined to cease all such pursuit;
(b)The Company confirms that all restrictions in Section 6.2(a) are reasonable and valid and that the Company waives all defences to the strict enforcement of such restrictions in Section 6.2(a) by Branson
(c)Sections 6.2(a)(i), (ii) and (iii) are each separate and distinct covenants, severable one from the other and if any such a covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as determined and all such covenants will continue in full force and effect.
ARTICLE 7
INDEMNITY
7.1Indemnity
The Company and Branson will defend, indemnify and save harmless each other from and against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, cost and expenses including, without limiting the generality of the foregoing, legal fees and disbursements which the Company and Branson may be liable to pay or may incur by reason of a breach of the terms of this Agreement or any liability that Company may incur to any authority for source deductions and any other remittance obligations arising with respect to payment to Branson pursuant to this Agreement.
ARTICLE 8
TERM
8.1This Agreement will take effect on the Effective Date and will continue in full force and effect until terminated by the Company or Branson in accordance with this Agreement.
8.2The Company or Branson may, at any time, give 30 days’ advance written notice to the other party of its intention to terminate this Agreement and on the expiration
of such period this Agreement will be terminated. In such event, the Company will be obligated to pay the remaining unpaid remuneration to the up to and including date of termination.
8.3The Company may terminate this Agreement without advance written notice to Branson and without further remuneration past the date of termination, upon the occurrence of any of the following events:
(a)Branson’s or one of its employees commission of a crime which relates directly to the performance of this Agreement, or any act by Branson involving money or other property involving the Company or an affiliate of the Company that would constitute a crime in the jurisdiction involved; or
(b)any act by Branson or one of its employees of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or an affiliate or customer of the Company; or
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(c)any material breach by Branson of any of the terms of this Agreement which remains uncured after the expiration of 30 days following the delivery of written notice of such breach to Branson by the Company; or
(d)Branson’s failure to devote adequate time to the Company’s business, or conduct by Branson amounting to insubordination or inattention to, or substandard performance of Branson’s duties and responsibilities under this Agreement, which remains uncured after the expiration of thirty days following the delivery of written notice of such failure or conduct to Branson by the Company.
8.4Upon termination of this Agreement, Branson will return to the Company, all Company’s property including all written information, tapes, discs or memory devices and copies thereof, and any other material on any medium in Branson’s possession or control pertaining to the business of the Company, without retaining any copies or records of any Confidential Information whatsoever.
ARTICLE 9 GENERAL
9.1Arbitration
All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived there from, will be referred to and finally resolved by arbitration under the rules and statutes of the Province of Ontario.
9.2Notices
Any notice, direction, request or other communication required or contemplated by any provision of the Agreement will be given in writing and will be given by delivering or faxing same to the Company or Branson, as the case may be, as follows:
(a)To Branson at:
P.O. Box 121
77 King St. West Suite 2905
Toronto, ON M5K 1H1 Canada
Attention: Margaret Miller
Email:kmiller@bransonservices.com
(b)To the Company at:
Snow Lake Resources Ltd.
242 Hargrave Street, #1700
Winnipeg, MB R3C 0V1
Canada
Attention: Frank Wheatley
Chief Executive Officer
e-mail: fw@snowlakelithium.com
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Any such notice, direction, request or other communication will be deemed to have been given or made on the date on which it was delivered or, in the case of fax, on the next business day after receipt of transmission. Either party may change its fax number or address for service from time to time by notice in accordance with the foregoing.
9.3Assignment
This Agreement is not assignable in whole or in part by Branson or the Company without the prior written consent of the other party. Any attempt to assign any of the rights, or to delegate any of the duties or obligations of this Agreement without such written consent is void. Any such change, which might occur without such consent or any assignment occurring by reason of operation of law such as upon a bankruptcy or amalgamation, will be deemed an event of default under this Agreement.
9.4Waiver
No failure or delay on the party of any party in exercising any power or right under this Agreement will operate as a waiver of such power or right, nor will any single or partial exercise of any such right or power preclude any further or other exercise of such right or power under this Agreement. No modification or waiver of any provision of this Agreement and no consent to any departure by any party from any provision of the Agreement will be effective unless it is in writing. Any such waiver or consent will be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any party in any circumstances will entitle such party to any other or further notice or demand in similar or other circumstances.
9.5Enurement
Subject to the restrictions on transfer contained in this Agreement, this Agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first written above:
Branson Corporate Services Ltd. |
| Snow Lake Resources Ltd. |
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Name: Margaret Miller |
| Name: Frank Wheatley |
Title: President & CEO |
| Title: Chief Executive Officer |
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SCHEDULE “A”
Services
Branson covenants and agrees with the Company that Branson shall provide the following services:
1.Branson will continue to provide CFO service through the Company’s appointment of Kyle Nazareth as CFO which was effective July 1, 2024.
2.Branson will continue to maintain all accounting books and records as directed by the Company and shall provide annual and semi annual consolidated financial statements. Branson agrees to provide full accounting services as requested by the Company including preparing schedules and support for semi annual filings and the annual audit.
3.Branson will continue to manage the payment cycle process as directed by the Company. Branson agrees to handle the cash management process as requested by the Company including issuing payments to suppliers at month-end upon review and approval by management
4.Branson shall provide support on preparation of budget and Cash burn analysis
5.Branson shall provide support on preparation of the Continuity Schedule – for Shares, Options, Warrants, RSUs, and other committed securities
6.Branson will continue to assist in complying with the Company’s quarterly Goods and Services Tax/Harmonized Sales Tax filings requirements with the Canada Revenue Agency and US Tax parties
7.Branson shall provide executive level financial management services, including preparation of IFRS-compliant consolidated financial statements and MD&A, as required by the Company and for filing on EDGAR.
8.Branson shall provide support on preparation of F1, F20 forms and other fillings, where necessary.
9.Branson shall provide unaudited quarterly financials for internal management discussions and review. This will include accumulating financial data necessary upon closing of each quarterly cycle to provide management with data to review the results of operations and for planning discussions.
10.Branson shall also assist in complying with the tax filings requirements of the Canada Revenue Agency and the Internal Revenue Service, through the tax service providers engaged by the Company.
11.Branson shall liaise and provide information requested by the auditors of the Company during any audit or interim review period as the case may be.
12.Branson shall assist in the drafting of simple resolutions and Option agreements
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SCHEDULE “B”
Remuneration
1.The remuneration for Branson will be a set fee of $10,000 plus applicable taxes per month retroactive to August 1, 2024. The monthly fees are due on receipt. Branson will issue billings for the months of August and September 2024, retroactive to August 1, 2024, for the incremental difference of $2,500 a month for the periods in question.
2.The parties hereby agree to review and if necessary, renegotiate this agreement based on the current evolution of the Company.
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SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH COMMON SHARES
Instructions to Complete Subscription Agreement:
The following items in this Subscription Agreement must be completed. Please initial each applicable box. If the Subscriber is acting on behalf of more than one disclosed principal, a separate subscription agreement must be completed for each disclosed principal. | ||
All Subscribers | ||
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| All Subscriber and subscription information in the boxes on pp. (ii) – (iii). |
Accredited Investors | ||
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| Schedule B – Representation Letter (including Appendix I thereto) |
Accredited Investors (if you have checked box (j), (k) or (l) of Appendix I to Schedule B) | ||
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| Appendix II to Schedule B – Form 45-106F9 for Individual Accredited Investors |
You may not change any part of this Subscription Agreement without the consent of Snow Lake Resources Ltd. (the “Corporation”) | ||
Instructions for Delivery of Completed Subscription Agreement and Payment of Aggregate Subscription Price:
A duly completed and executed copy of this Subscription Agreement must be received, by no later than 10:00 a.m. (Winnipeg time) on September 18, 2023 (or such other date and time as may be determined by the Corporation), by the Corporation via email, at peretz@snowlakelithium.com with a copy to sposen@garfinkle.com
The entire subscription price must be paid by wire transfer payment in Canadian funds to the following account (including any applicable wire transfer fees) concurrently with the delivery of a completed Subscription Agreement:
Bank:TD Canada Trust 2038 Kipling Avenue Rexdale, Ontario, Canada, M9W 4K1
Institution #:0004
Branch Transit #:15522
Beneficiary Account #:CDN Account Number: 0495333
Beneficiary’s Account Name:Garfinkle Biderman LLP
Beneficiary’s Address: 1 Adelaide St. East, Suite 801 Toronto Ontario Canada M5C 2V9
Swift Code: TDOMCATTTOR
File Reference #:13717-004
Attention: Incoming wires to TD Canada Trust do not require ABA or Numbered Codes.
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(i)
SUBSCRIPTION AGREEMENT
TO:SNOW LAKE RESOURCES LTD., D/B/A SNOW LAKE LITHIUM (the “Corporation”)
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Corporation the number of common shares of the Corporation issued as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Flow-Through Shares”) at a subscription price of $3.6117 per Flow-Through Share, upon and subject to the terms and conditions set forth in this Subscription Agreement (as defined below) including the “Terms and Conditions of Subscription” attached hereto. The Subscriber further agrees, without limitation, that the Corporation may rely upon the Subscriber’s representations, warranties and covenants contained in this Subscription Agreement.
SUBSCRIBER AND SUBSCRIPTION INFORMATION
Please print all information (other than signatures), as applicable, in the space provided below.
(Name of Subscriber) Signature:
(Official Capacity or Title – if the Subscriber is not an individual)
(Name of individual whose signature appears above if different than the name of the Subscriber printed above.)
(Subscriber’s Residential Address (including Municipality, Province, and Postal Code))
(Subscriber’s Telephone Number) (Email Address)
(Social Insurance Number)
(Corporate/Business Number or Tax Identification Number) |
| Number of Flow-Through Shares: |
Subscription Price Per Flow-Through Share: $3.6117 | ||
Total Subscription Price (# of Flow-Through Shares x $3.6117): $ | ||
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Beneficial Subscriber Information (Please complete if purchasing as agent or trustee for a principal (a “Beneficial Subscriber”) and not purchasing as agent or trustee for accounts fully managed by the Subscriber)
(Name of Beneficial Subscriber for whom Subscriber is contracting)
(Beneficial Subscriber’s Residential Address (including Municipality, Province, and Postal Code))
(Telephone Number)
(Social Insurance Number, Corporate/Business Number or Tax Identification Number)
(Fax Number)
(Email Address) | ||
Registration Instructions:
(Name)
(Account Reference, if applicable)
(Address, including Municipality, Province and Postal Code)
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| Delivery Instructions as set forth below: ☐ same as Registered Address (otherwise complete below)
(Name)
(Account Reference, if applicable)
(Address, including Municipality, Province and Postal Code)
(Contact Name) (Telephone Number) |
(ii)
A.Present Ownership of Securities
The Subscriber either [check appropriate box]:
☐ | owns directly or indirectly, or exercises control or direction over, no common shares of the Corporation or securities convertible into common shares in the capital of the Corporation (excluding the securities subscribed for herein); or |
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☐ | owns directly or indirectly, or exercises control or direction over, common shares of the Corporation and convertible securities entitling the Subscriber to acquire an additional common shares in the capital of the Corporation (excluding the securities subscribed for herein). |
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B.“Insider” Status
The Subscriber either [check appropriate box]:
☐ | is an “Insider” of the Corporation as defined under applicable Canadian securities laws by virtue of being: (a)a director or senior officer of the Corporation; (b)a director or senior officer of a Corporation that is an Insider or subsidiary of the Corporation; (c)a person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation carrying more than 10% of the voting rights attached to all the Corporation’s outstanding voting shares; or (d)the Corporation itself if it holds any of its own securities; or |
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☐ | is not an Insider of the Corporation. |
C.“Registrant” Status
The Subscriber [check appropriate box]:
☐ | is a registrant, meaning a person registered or required to be registered under applicable Canadian securities laws; or |
☐ | is not a registrant. |
(iii)
ACCEPTANCE
The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement (including all applicable Schedules).
Signed this ____ day of September, 2023.
By: | SNOW LAKE RESOURCES LTD., D/B/A SNOW LAKE LITHIUM |
| Authorized signatory |
(iv)
TERMS AND CONDITIONS OF SUBSCRIPTION
1.1Definitions. Unless the context otherwise requires, the following terms have the following meanings:
(a)“$” means lawful money of Canada;
(b)“Agreement” or “Subscription Agreement” means this subscription agreement as the same may be amended, supplemented or restated from time to time;
(c)“Business Day” means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Winnipeg, Manitoba;
(d)“Closing” means the closing on the Closing Date of the issue and sale of the Flow-Through Shares as contemplated by this Subscription Agreement;
(e)“Closing Date” means September 21, 2023 or such other date determined by the Corporation;
(f)“Closing Time” means 10:00 a.m. (Winnipeg time) on the Closing Date or such other time determined by the Corporation;
(g)“Person” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind;
(h)“SEC” means the United States Securities and Exchange Commission;
(i)“Securities Laws” means the securities laws, regulations and rules, and the blanket rulings and policies and written interpretations of, and multilateral or national instruments adopted by, the Securities Regulator of the Selling Jurisdiction;
(j)“Securities Regulator” means the securities commission or other securities regulatory authorities of the Selling Jurisdiction;
(k)“Selling Jurisdiction” means the Province of Manitoba;
(l)“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
(m)“US Prospectus” means the final prospectus filed with the SEC under the US Shelf Registration Statement,
(n)“US Prospectus Supplement” means the supplement to the US Prospectus complying with Rule 424(b) promulgated under the U.S. Securities Act that is filed with the SEC and delivered by the Corporation to each Subscriber prior to the Closing;
(o)“US Shelf Registration Statement” means the effective registration statement with SEC file No. 333-272324 which registers the sale of the Flow-Through Shares to the Subscribers; and
(p)“U.S. Securities Act” means the United States Securities Act of 1933, as amended.
2.Terms of the Offering
2.1The Flow-Through Shares offered hereunder form part of a larger offering of up to 2,133,979 Flow-Through Shares at a price of $3.6117 for aggregate gross proceeds of up to $7,707,291.95 (the “Offering”).
2.2The Subscriber and the Corporation hereby irrevocably agree to be bound by the terms and conditions set forth in Schedule A relating to the Flow-Through Shares.
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2.3The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Beneficial Subscriber on whose behalf the Subscriber is contracting) that this subscription is subject to rejection or allotment by the Corporation in whole or in part.
2.4If this Subscription Agreement is rejected in whole, any payment delivered by or on behalf of the Subscriber to the Corporation on account of the aggregate subscription price for the Flow-Through Shares subscribed for will be promptly returned without interest or deduction. If this Subscription Agreement is accepted only in part, payment representing the amount by which the payment delivered by or on behalf of the Subscriber to the Corporation exceeds the subscription price of the number of Flow-Through Shares sold to the Subscriber pursuant to a partial acceptance of this Subscription Agreement will be promptly delivered to the Subscriber without interest or deduction.
3.Representations, Warranties and Covenants of the Subscriber
By executing this Subscription Agreement, the Subscriber (on its own behalf and, if applicable, on behalf of each Beneficial Subscriber for whom it is contracting hereunder) represents, warrants and covenants to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:
3.1it has been independently advised as to restrictions with respect to trading in and the restricted period or statutory hold period applicable to the Flow-Through Shares imposed by applicable Securities Laws in the jurisdiction in which it resides and the policies of any stock exchange to which they are subject, confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto other than as expressly set forth herein, acknowledges that it is aware of the characteristics of the Flow-Through Shares, the risks relating to an investment therein, and that it may not be able to resell the Flow-Through Shares until the expiration of the applicable hold period except in accordance with limited exemptions under applicable Securities Laws. The Subscriber further acknowledges that it should consult its own legal counsel in its jurisdiction for full particulars of applicable resale restrictions;
3.2other than the US Prospectus and US Prospectus Supplement, which the Subscriber acknowledges receipt of (and delivery of which may be effected in accordance with Rule 172 under the U.S. Securities Act), it has not received, nor has it requested, nor does it have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Flow-Through Shares, and other than the US Shelf Registration Statement, it has not become aware of any advertisement in printed public media, radio, television or telecommunications, including electronic display such as the Internet (including without limitation the Corporation’s web site) with respect to the distribution of the Flow-Through Shares or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
3.3if less than a complete copy of this Subscription Agreement is delivered to the Corporation, the Corporation and its advisors are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered, unaltered;
3.4the Subscriber and, if applicable, each Beneficial Subscriber is resident, or if not an individual, has a head office, in the jurisdiction indicated on page (ii) of this Subscription Agreement as the “Subscriber’s Residential Address” and the “Beneficial Subscriber’s Residential Address”, respectively, and such address was not created and is not used solely for the purpose of acquiring Flow-Through Shares. The Subscriber intends that the applicable laws of that jurisdiction govern the Subscriber’s purchase of the Flow-Through Shares and is not aware of any reason why the laws of such jurisdiction would not govern such purchase. The purchase by and sale to the Subscriber of the Flow-Through Shares, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase or sale (whether with or with respect to the Subscriber or any Beneficial Subscriber) has occurred only in such jurisdiction;
3.5if the Subscriber is resident in or otherwise subject to applicable Securities Laws and it is purchasing the Flow-Through Shares as principal or deemed to be purchasing as principal in accordance with applicable Securities Laws, it is either:
(a)an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) and has concurrently executed and delivered to the Corporation a Representation Letter in the form attached
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as Schedule B to this Subscription Agreement representing that the Subscriber qualifies under one of the categories of “accredited investor” set forth in such definition;
(b)not an individual, is subscribing for Flow-Through Shares with an aggregate acquisition cost of not less than $150,000 paid in cash at Closing, and was not created and is not used solely to purchase or hold securities in reliance on an exemption from the prospectus requirements under Securities Laws; or
(c)an employee, executive officer, director or consultant of the Corporation within the meaning of the terms as defined in NI 45-106.
3.6if the Subscriber is resident in or otherwise subject to applicable Securities Laws and it is neither purchasing as principal, nor deemed to be purchasing as principal in accordance with applicable Securities Laws, it is duly authorized to enter into and deliver this Subscription Agreement and to execute all documentation in connection with the purchase on behalf of and as agent for each Beneficial Subscriber, each of whom is named under “Name of Beneficial Subscriber for whom Subscriber is contracting” on page (ii) of this Agreement, and to provide and agree to each Subscriber’s representations, warranties and covenants on behalf of such Beneficial Subscriber, it acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities, the identity of each Beneficial Subscriber of Flow-Through Shares for whom it may be acting, and if it is acting as agent for one or more Beneficial Subscribers, each of such Beneficial Subscribers is purchasing as principal for its own account, and all of the representations, warranties and covenants, excluding this paragraph are also given in respect of such Beneficial Subscriber. The Beneficial Subscriber is either (i) an “accredited investor” as defined in NI 45-106 and the Subscriber has concurrently executed and delivered to the Corporation a Representation Letter in the form attached as Schedule B to this Subscription Agreement indicating that the Beneficial Subscriber fits within one of the categories of “accredited investor” set forth in such definition; (ii) not an individual, is subscribing for Flow-Through Shares with an aggregate acquisition cost of not less than $150,000 paid in cash at Closing, and was not created and is not used solely to purchase or hold securities in reliance on an exemption from the prospectus requirements under Securities Laws; or (iii) an employee, executive officer, director or consultant of the Corporation within the meaning of the terms as defined in NI 45-106.
3.7it acknowledges that:
(a)no Securities Regulator, securities commission or similar regulatory authority has reviewed or passed on the merits of the Flow-Through Shares;
(b)there is no government or other insurance covering the Flow-Through Shares;
(c)there are restrictions on the Subscriber’s ability to resell the Flow-Through Shares in Canada and in other jurisdictions other than in the United States and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Flow-Through Shares;
(d)the Subscriber will comply with all applicable Securities Laws concerning the subscription, purchase, holding, exercise and resale of the Flow-Through Shares and will not resell any of the Securities except in accordance with the provisions of applicable Securities Laws;
(e)the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the Canadian legal requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person or Corporation registered to sell securities under the applicable Securities Laws and, as a consequence of acquiring securities under this exemption, certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber;
(f)the common law may not provide the Subscriber with an adequate remedy in the event that the Subscriber suffers investment losses in connection with the securities acquired;
(g)the Subscriber may not receive information that would otherwise be required to be provided to it under applicable Securities Laws;
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(h)an investment in the Flow-Through Shares involves a high degree of risk and the Subscriber may lose its entire investment;
(i)the Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current shareholders or securityholders of the Corporation, including the Subscriber;
(j)the offer, issuance, sale and delivery of the Flow-Through Shares is conditional upon such sale being exempt from the Canadian prospectus filing or registration requirements and the requirement to deliver an offering memorandum in connection with the distribution of the Flow-Through Shares under the Securities Laws of the Selling Jurisdiction or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus;
(k)in purchasing the Flow-Through Shares, other than the US Prospectus and US Prospectus Supplement, the Subscriber has not relied upon any verbal or written representation, including any investor presentation delivered to Subscribers, as to any fact or otherwise made by or on behalf of the Corporation or any of its employees, agents or affiliates thereof or any other person associated therewith; and the Subscriber acknowledges that the decision to purchase the Flow-Through Shares was made solely on the basis of the US Prospectus and US Prospectus Supplement, currently available public information and this Subscription Agreement;
(l)the Corporation has the right to accept or reject the Subscriber’s subscription in whole or in part; and
(m)the Corporation’s counsel is acting as counsel to the Corporation, and not as counsel to the Subscriber;
3.8if the Subscriber is an individual, the Subscriber is of the full age of majority and is legally competent to execute, deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder and to take all action required pursuant hereto;
3.9if the Subscriber is acting as principal, this Subscription Agreement has been duly and validly authorized, executed and delivered by and, when accepted by the Corporation, will constitute a legal, valid, binding and enforceable obligation of the Subscriber;
3.10if the Subscriber is acting as agent for a Beneficial Subscriber, this Subscription Agreement has been duly and validly authorized, executed and delivered by and on behalf of, and when accepted by the Corporation, will constitute a legal, valid, binding and enforceable obligations of such Beneficial Subscriber;
3.11if it is not an individual, it has the requisite power, authority, legal capacity and competence to enter into, deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder and to undertake all actions required of the Subscriber hereunder and further certifies that all necessary approvals of directors, shareholders, partners, trustees or otherwise have been given and obtained, it was not created solely and is not being used solely to purchase or hold securities in reliance on an exemption from the prospectus requirements under Securities Laws and the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement;
3.12if the Subscriber is not an individual, the Subscriber has been duly organized and is validly existing under the laws of its jurisdiction of incorporation or formation and the laws of any other jurisdiction in which its properties or operations require qualification;
3.13it has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment;
3.14it is capable of assessing the proposed investment in the Flow-Through Shares as a result of the Subscriber’s own experience or as a result of advice received from a person registered under applicable Securities Laws;
3.15it is aware of the characteristics of Flow-Through Shares and acknowledges that there are risks relating to the purchase of the Flow-Through Shares and an investment therein;
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3.16it is not acting jointly or in concert with any other subscriber for Flow-Through Shares for the purpose of the acquisition of the Flow-Through Shares;
3.17if required by applicable Securities Laws, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Flow-Through Shares;
3.18the entering into and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Flow-Through Shares and the completion of the transactions contemplated hereby will not result in a violation of, or create a state of facts which, after notice or lapse of time, or both, would constitute a violation of any of the terms or provisions of any law, statute, regulation, rule, judgment, decree, order or ruling applicable to the Subscriber (including applicable Securities Laws) or any agreement to which the Subscriber is a party or by which it is bound, or if the Subscriber is not an individual, any of the Subscriber’s constating documents;
3.19the Subscriber acknowledges that it has been encouraged to and should obtain independent legal, tax and investment advice with respect to its subscription for these Flow-Through Shares and accordingly, has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement;
3.20it acknowledges the offer of the Flow-Through Shares does not constitute a recommendation to purchase the Flow-Through Shares or financial product advice and the Subscriber acknowledges that the Corporation has not had regard to the Subscriber’s particular objectives, financial situation and needs;
3.21it acknowledges and confirms that no representation has been made to it with respect to the future value or price of any of the Flow-Through Shares, that any person will resell or repurchase the Flow-Through Shares, or that any person will refund all or any part of the aggregate subscription price of the Flow-Through Shares other than as provided in this Subscription Agreement;
3.22the funds which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the “PCMLA”) and Terrorist Financing Act (Canada) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, under the PCMLA. To the best of the knowledge of the Subscriber: (a) none of the subscription funds to be provided by the Subscriber: (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States, or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and (b) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and will provide the Corporation with appropriate information in connection therewith;
3.23the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in the applicable Securities Laws) in the affairs of the Corporation that has not been generally disclosed to the public;
3.24the Subscriber has not received and does not expect to receive any financial assistance from the Corporation, directly or indirectly, in respect of the Subscriber’s purchase of Flow-Through Shares;
3.25there is no person acting or purporting to act on behalf of the Subscriber (including any Beneficial Subscriber), in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any other person establishes a claim that any fee or other compensation is payable in connection with this subscription for Flow-Through Shares on account of the Subscriber’s subscription, the Subscriber covenants to indemnify and hold harmless the Corporation with respect thereto and with respect to all costs reasonably incurred in the defence thereof;
3.26the representations, warranties, covenants and acknowledgments of the Subscriber herein are made with the intent that they be relied upon in determining the suitability of a purchaser of Flow-Through Shares and will be true and correct at the Closing Time on the Closing Date and will survive the completion of the issuance of the Flow-Through Shares. The Subscriber agrees to indemnify the Corporation and its directors, officers, employees, advisers, affiliates, shareholders and agents (including its legal counsel) from and against any and all losses, claims, costs, expenses, damages or liabilities whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding
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or investigation whether commenced or threatened) which any of them may suffer or incur based upon, arising out of or caused by reliance on such representations, warranties, acknowledgments and covenants. The Subscriber undertakes to immediately notify the Corporation at 360 Main Street, 30th floor, Winnipeg, Manitoba R3C 4G1, Attention: Peretz Shapiro, of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time;
3.27the Subscriber agrees to indemnify and hold harmless the Corporation and its directors, officers, employees, advisers, affiliates, shareholders and agents (including their respective legal counsel) from and against any and all losses, claims, costs, expenses, damages or liabilities whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) which any of them may suffer or incur based upon, arising out of or caused by any false representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any document furnished by the Subscriber to the Corporation in connection herewith;
3.28if the Subscriber is a resident of a country other than Canada or the United States (an “International Jurisdiction”) then in addition to the other representations and warranties contained herein, the Subscriber represents and warrants that:
(a)the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this Subscription Agreement, if any;
(b)the Subscriber is purchasing the Flow-Through Shares under exemptions from any prospectus, registration or similar requirements under the applicable securities laws of that International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Flow-Through Shares under the applicable securities laws of the International Jurisdiction without the need to rely on an exemption;
(c)the applicable securities laws do not require the Corporation to file a prospectus, registration statement or similar document or to register the Flow-Through Shares or to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction;
(d)the delivery of this Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Flow-Through Shares to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Corporation to become subject to or comply with any disclosure, prospectus, offering memorandum, registration or reporting requirements under any such applicable laws or require the Corporation to attorn to the jurisdiction of any governmental authority or regulator in such jurisdiction or require any translation of documents by the Corporation; and
(e)the Subscriber will, if requested by the Corporation, or its counsel, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsections 0, 0 and 0 above to the satisfaction of the Corporation and its counsel, acting reasonably;
4.Closing
4.1The Subscriber agrees to deliver to the Corporation via email, not later than 10:00 a.m. (Winnipeg time) on September 20, 2023 (or such other date and time as may be determined by the Corporation), in accordance with the delivery instructions set out on the cover page:
(a)this duly completed and executed Subscription Agreement;
(b)if the Subscriber is an “accredited investor”, a fully executed and completed Representation Letter in the form of Schedule B;
(c)if the Subscriber has checked box (j), (k) or (l) of Schedule B, a fully executed and completed Form 45-106F9 for Individual Accredited Investors in the form of Appendix II to Schedule B;
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(d)payment by wire transfer, made using the following account information, of an amount representing the aggregate purchase price for the Flow-Through Shares payable by the Subscriber for the Flow-Through Shares in Canadian funds:
Bank:TD Canada Trust
2038 Kipling Avenue
Rexdale, Ontario, Canada, M9W 4K1
Institution #:0004
Branch Transit #:15522
Beneficiary Account #:CDN Account Number: 0495333
Beneficiary’s Account Name:Garfinkle Biderman LLP
Beneficiary’s Address: 1 Adelaide St. East, Suite 801
Toronto Ontario Canada M5C 2V9
Swift Code: TDOMCATTTOR
File Reference #:13717-004
4.2The Closing will be held at the offices of the Corporation’s counsel at the Closing Time on the Closing Date.
4.3The Subscriber hereby irrevocably authorizes Garfinkle Biderman LLP to disburse the aggregate purchase price of the Flow-Through Shares subscribed for hereunder to the Corporation at the Closing Time.
4.4If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement have been complied with to the satisfaction of the Corporation, including satisfaction of all applicable requirements of Section 0 hereof by the Subscriber, or waived by the Corporation, the Corporation may proceed with delivery of the direct registration system (DRS) advice or certificates representing the Flow-Through Shares and such other documentation as may be required pursuant to this Subscription Agreement.
4.5If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement (other than delivery by the Corporation of the direct registration system (DRS) advice or certificates representing the Flow-Through Shares) have not been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation and the Subscriber will have no further obligations under this Subscription Agreement.
4.6The Corporation shall be entitled to rely on delivery of a facsimile or scanned copy of executed Subscription Agreements, and acceptance by the Corporation of such agreements shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document.
5.Privacy Legislation
The Subscriber acknowledges and consents to the fact that the Corporation is collecting the Subscriber’s (and any beneficial purchaser for which the Subscriber is contracting hereunder) personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing the Subscriber’s subscription. The Subscriber acknowledges and consents to the Corporation retaining the personal information for so long as permitted or required by applicable law or business practices. The Subscriber further acknowledges and consents to the fact that the Corporation may be required by applicable securities laws, stock exchange rules and/or the Investment Industry Regulatory Organization of Canada rules to provide regulatory authorities any personal information provided by the Subscriber respecting itself (and any beneficial purchaser for which the Subscriber is contracting hereunder). The Subscriber represents and warrants that it has the authority to provide the
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consents and acknowledgements set out in this paragraph on behalf of any beneficial purchasers for which the Subscriber is contracting.
6.Subscriber Acknowledgement
In addition, the Subscriber agrees and acknowledges that:
6.1the Corporation may deliver certain personal information, including information regarding the name, address, telephone number and amount subscribed for, to the securities regulatory authorities, including The Manitoba Securities Commission; and
6.2the information is being collected indirectly by the securities regulatory authorities under authority granted to them in securities legislation; and
6.3the information is being collected for the purposes of the administration and enforcement of such securities legislation.
7.Delivery of Certificates
The Subscriber hereby authorizes and directs the Corporation to deliver direct registration system (DRS) advice and/or certificates representing the Flow-Through Shares to the residential or business address indicated in this Subscription Agreement, as applicable.
8.Return of Subscription Funds
The Subscriber hereby authorizes and directs the Corporation to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, without interest or penalty.
9.Acceptance of Subscription
This subscription may be accepted in whole or in part by the Corporation at its sole discretion and the right is reserved to the Corporation at its sole discretion to allot to any Subscriber a number of Flow-Through Shares that is lower than that subscribed for. Confirmation of acceptance or rejection of this subscription will be forwarded to the Subscriber promptly after the acceptance or rejection of the subscription by the Corporation. If this subscription is rejected in whole, the funds delivered by the Subscriber to the Corporation representing the purchase price for the Flow-Through Shares subscribed for herein will be promptly returned to the Subscriber, without interest. If this subscription is accepted only in part, the portion of the purchase price representing that portion of the Flow-Through Shares which is not accepted will promptly be returned to the Subscriber, in accordance with Section 0 hereof.
10.Assignment
The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and its heirs, executors, administrators, successors and assigns; provided however, that this Subscription Agreement may not be assigned by the Subscriber without the consent of the Corporation, in its sole discretion. The benefits and the obligations of this Subscription Agreement, insofar as they apply to the Subscriber, shall pass with any assignment of this Subscription Agreement.
11.Miscellaneous
11.1Further Assurances. A party shall promptly do, sign, deliver or cause to be done, signed and delivered all further acts, documents and things that another party may reasonably require for the purpose of giving effect to this Agreement.
11.2Subscriber’s Costs. The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the sale of the Flow-Through Shares to the Subscriber will be borne by the Subscriber.
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11.3Notice. Any notice, consent or other communication under this Agreement shall be given in writing and delivered by hand or by bailiff or sent by email, and addressed as follows:
(a)if to the Subscriber, at the address indicated on page (ii) of this Agreement;
(b)if to the Corporation, at:
Snow Lake Resources Ltd.
360 Main Street, 30th floor
Winnipeg, Manitoba R3C 4G1
Attention: Peretz Shapiro, Director and Interim COO
Email: peretz@snowlakelithium.com
Such notice, consent or other communication will be deemed to have been given and received on the day it is actually delivered or sent (or if that day is not a Business Day, on the following Business Day), unless it is delivered or sent after 4:30 p.m. (Winnipeg time), in which case it will be deemed to have been given and received on the next Business Day. A party may, from time to time, designate another address in accordance with this Section 0.
11.4Severability. Each provision of this Agreement is separate and distinct and, if a provision of this Agreement is determined to be invalid, illegal or unenforceable, all other provisions will remain in full force and effect.
11.5Waivers. A failure to act or delay in acting by a party with respect to a non-performance, or the non exercise of a right, under this Agreement will not operate as a waiver of that performance or of that right. The waiver of a right under this Agreement by a party will not be effective unless it is given in a signed writing, in which case it will be effective in the specific instance and for the specific purpose given.
11.6Default. The debtor of an obligation under this Agreement will be in default of that obligation by the mere lapse of time for performing it.
11.7Successors and Assigns. This Agreement will bind and be for the benefit of a party’s successors and permitted assigns, jointly and severally, between them.
11.8Non-Assignment. No party may assign or delegate any right or obligation under this Agreement without the prior consent of each other party, which consent may not be unreasonably withheld or delayed.
11.9Amendment. This Agreement may be amended only in a writing signed by each party.
11.10Governing Law. This Agreement is governed by the laws of the province of Manitoba and the federal laws of Canada applicable therein (without regard to conflicts of law principles).
11.11Interpretation. The headings used in this Subscription Agreement have been inserted for convenience of reference only and will not affect the meaning or interpretation of this Subscription Agreement or any provision hereof. Words importing the singular number only will include the plural and vice versa.
11.12No Partnership. Nothing herein will constitute or be construed to constitute a partnership of any kind whatsoever between the Subscriber and the Corporation.
11.13Time of Essence. Time will be of the essence of this Subscription Agreement.
11.14Entire Agreement. This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof, and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.
11.15Counterparts. This Agreement may be signed in any number of counterparts, each of which is deemed to be an original and all of which when taken together are deemed to constitute one and the same instrument. Each counterpart may be delivered by fax or email and a faxed or emailed copy is as effective as an original.
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SCHEDULE A
TERMS AND CONDITIONS OF THE FLOW-THROUGH SHARES
1.Interpretation
1.1Definitions. Whenever used in this Schedule A, all capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement, except for the following words and terms which shall have the meanings set out below:
(a)“Business Day” means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Winnipeg, Manitoba;
(b)“Canadian Exploration Expense(s)” or “CEE” means an expense described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act, or that would be described in paragraph (h) of that definition if the references therein to “paragraphs (a) to (d) and (f) to (g.4)” were a reference to “paragraph (f)”, other than amounts which are (i) prescribed to be “Canadian exploration and development overhead expenses” for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or (iv) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act.
(c)“CEE Incurred in Manitoba Eligible for an Additional Credit” means, in respect of a Manitoba Investor, an expense which qualifies as a “flow-through mining expenditure” within the meaning of subsection 11.7(1) of the Manitoba Tax Act;
(d)“Commitment Amount” means $3.6117 per Flow-Through Share multiplied by the number of Flow-Through Shares purchased by the Subscriber pursuant to this Subscription Agreement;
(e)“CRA” means the Canada Revenue Agency;
(f)“Critical Minerals” means lithium, copper, nickel, cobalt, graphite, rare earth elements, scandium, titanium, gallium, vanadium, tellurium, magnesium, zinc, platinum group metals and uranium;
(g)“Expenditure Period” means the period commencing on the date of acceptance by the Corporation of this Subscription Agreement and ending on the earlier of:
(i)the date on which the Commitment Amount has been fully expended in accordance with the terms hereof; and
(ii)the Termination Date;
(h)“Follow-On Transaction” has the meaning ascribed to such term in Section 5(e) of this Schedule A;
(i)“Flow-Through Critical Mineral Mining Expenditure(s)” or “FTCMME” means an expense that will qualify, once renounced to a Subscriber who is an individual (other than a trust or estate), as a “flow-through critical mineral mining expenditure” within the meaning of subsection 127(9) of the Tax Act, of the Subscriber or, where the Subscriber is a partnership, of the members of the Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced;
(j)“Manitoba Investor” means a Subscriber of Flow-Through Shares who is liable for tax under the Manitoba Tax Act or is a partnership of which a partner or limited partner is liable for tax under the Manitoba Tax Act;
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(k)“Manitoba Tax Act” means The Income Tax Act (Manitoba), as amended, re-enacted or replaced from time to time, including where applicable any specific proposals to amend the Manitoba Tax Act that are publicly announced by the Minister of Finance (Manitoba) to have effect prior to the Closing Date;
(l)“Other Agreements” means all subscription agreements pursuant to the Offering for the issue of Flow-Through Shares by the Corporation to a Person other than the Subscriber;
(m)“Prescribed Forms” means the forms prescribed from time to time under or pursuant to subsection 66(12.7) of the Tax Act filed or to be filed by the Corporation within the prescribed times renouncing to the Subscriber the Qualifying Expenses incurred pursuant to this Subscription Agreement and all parts or copies of such forms required by the CRA to be delivered to the Subscriber;
(n)“Prescribed Relationship” means a relationship between the Corporation and the Subscriber (or in the case of a Subscriber that is a partnership, the partners of the Subscriber) where any such Person and the Corporation are related or otherwise do not deal at arm’s length for the purposes of the Tax Act (including, if the Subscriber is a partnership, having regard to subsection 66(17) of the Tax Act), or a relationship between the Corporation and the Subscriber as described in subsection 66(12.671) of the Tax Act;
(o)“Qualifying Expense” means an expense which: 1) qualifies as CEE, 2) qualifies as FTCMME; and 3) which is incurred (or is deemed to be incurred) on or after the Closing Date and on or before the Termination Date, that will be renounced by the Corporation pursuant to subsection 66(12.6) of the Tax Act, in conjunction with subsection 66(12.66) of the Tax Act, as necessary, with an effective date not later than December 31, 2023 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income under Part I of the Tax Act;
(p)“Tax Act” means the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended from time to time and including any specific proposals to amend the Tax Act that are publicly announced by the Minister of Finance (Canada) to have effect prior to the Closing Date;
(a)“Tax Regulations” means the Income Tax Regulations (Canada), as amended, re-enacted or replaced from time to time, including where applicable any specific proposals to amend the Tax Regulations that are publicly announced by the Minister of Finance (Canada) to have effect prior to the Closing Date; and
(q)“Termination Date” means the latest of: (i) December 31, 2024; or (ii) such date prescribed by the Tax Act and the Manitoba Tax Act until which the Corporation may incur (or be deemed to incur) Qualifying Expenses and renounce them to the Subscriber in accordance with the terms of this Subscription Agreement with an effective date no later than December 31, 2023.
2.Term of Subscription
Except as a result of any Follow-on Transaction or any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it has no knowledge, and provided that the Subscriber is not in breach of any of its representations, warranties, covenants or certifications under this Subscription Agreement which would prevent the renunciation of Qualifying Expenses to the Subscriber or cause the Flow-Through Shares to be “prescribed shares” (including, without limitation, the Subscriber’s representations in Section 5 of this Schedule A), the Flow-Through Shares will be upon issue “flow-through shares” as defined in subsection 66(15) of the Tax Act, and, accordingly, the Corporation agrees to: (a) incur (or be deemed to incur) Qualifying Expenses in an amount equal to the Commitment Amount during the Expenditure Period; and (b) renounce Qualifying Expenses equal to the Commitment Amount to the Subscriber with an effective date no later than December 31, 2023.
3.Representations, Warranties and Covenants of the Corporation
By execution of this Subscription Agreement, the Corporation hereby represents, warrants and covenants and agrees to and with the Subscriber (and acknowledges that the Subscriber is relying thereon) that:
(a)the Corporation has the full corporate power and authority to incur (or be deemed to incur) prior to the Termination Date and renounce to the Subscriber with an effective date no later than December 31, 2023, Qualifying Expenses in an amount equal to the Commitment Amount;
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(b)the expenditures renounced hereunder will be Qualifying Expenses;
(c)it will keep proper books, records and accounts of all Qualifying Expenses and all transactions affecting the Commitment Amount and the Qualifying Expenses, and upon reasonable notice, make such books, records and accounts available for inspection by or on behalf of the Subscriber at the Subscriber’s expense;
(d)it will incur (or be deemed to incur), during the Expenditure Period, Qualifying Expenses in connection with exploration work primarily targeting Critical Minerals on the Corporation’s properties in such amount that enables the Corporation to renounce to the Subscriber, in accordance with the Tax Act and this Subscription Agreement, Qualifying Expenses in an amount equal to the Commitment Amount;
(e)subject to the representations of the Subscriber in Section 5 of this Schedule A hereof being true at all material times, it will renounce, in accordance with the Tax Act and this Subscription Agreement, to the Subscriber effective on or before December 31, 2023, Qualifying Expenses which have been incurred (or are deemed to have been incurred), or which the Corporation plans to incur (or be deemed to incur), during the Expenditure Period in an amount equal to the Commitment Amount;
(f)the Corporation has obtained a certification by a “qualified professional engineer or professional geoscientist” as defined in subsection 127(9) of the Tax Act, completed in prescribed manner and form, that the Qualifying Expenses to be renounced to the Subscriber will be incurred pursuant to an exploration plan that primarily targets Critical Minerals;
(g)it will file with the CRA, the form prescribed by subsection 66(12.68) of the Tax Act together with copy of this Subscription Agreement and any “selling instrument” contemplated by such legislation within the time period prescribed by law;
(h)it will file with the CRA, the Prescribed Forms on or before the last day of the first month following each month in which any renunciation is made pursuant to the terms of this Subscription Agreement;
(i)it will timely file all forms and any supporting documentation required under the Tax Act and any corresponding provincial legislation, including prescribed forms, necessary to effectively renounce Qualifying Expenses equal to the Commitment Amount to the Subscriber as provided herein and to provide the Subscriber with a copy of all such forms as are required to be provided on a timely basis and in any event before March 1, 2024;
(j)the Corporation will file with the CRA, before March of the calendar year following a particular calendar year, any return required to be filed under Part XII.6 of the Tax Act in respect of the particular calendar year, and will pay any tax or other amount owing in respect of that return on a timely basis;
(k)it will not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenses to the Subscriber in an amount equal to the Commitment Amount;
(l)except as a result of any Follow-on Transaction or any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it has no knowledge, and provided that the Subscriber is not in breach of any of its representations, warranties, covenants or certifications under this Subscription Agreement which would prevent the renunciation of Qualifying Expenses to the Subscriber or cause the Flow-Through Shares to be “prescribed shares” (including, without limitation, the Subscriber’s representations and warranties in Section 5 of this Schedule A), upon issuance, the Flow-Through Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and not “prescribed shares” or “prescribed rights”, respectively, within the meaning of section 6202.1 of the Tax Regulations;
(m)to the best of the Corporation’s knowledge, the Corporation does not have and will not have prior to the Termination Date a Prescribed Relationship with the Subscriber;
(n)the Corporation is a “principal-business corporation” as defined in subsection 66(15) of the Tax Act and will continue to be a “principal-business corporation” until such time as all of the Qualifying Expenses
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required to be renounced under this Subscription Agreement have been incurred (or deemed to be incurred) and validly renounced pursuant to the Tax Act;
(o)the Corporation has no reason to believe that it will be unable to incur (or be deemed to incur) during the Expenditure Period, or that it will be unable to renounce to the Subscriber effective on or before December 31, 2023, Qualifying Expenses in an aggregate amount equal to the Commitment Amount and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation);
(p)the Corporation shall deliver to the Subscriber, before March 1, 2024, the relevant Prescribed Forms, fully completed and executed, renouncing to the Subscriber Qualifying Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2023 such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities;
(q)all the Qualifying Expenses to be renounced by the Corporation to the Subscriber pursuant to this Subscription Agreement:
(i)will constitute Qualifying Expenses on the effective date of the renunciation which is to be no later than December 31, 2023;
(ii)will not include expenses that are prescribed to constitute “Canadian exploration and development overhead expenses” (as defined in the Tax Regulations for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts which constitute specified expenses for seismic data described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of “expense” in subsection 66(15) of the Tax Act;
(iii)will not include any amount that has previously been renounced by the Corporation to the Subscriber or to any other person;
(iv)would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber; and
(v)will qualify, once renounced by the Corporation, as FTCMME.
(r)except if required under the Tax Act, the Corporation shall not reduce the amount renounced to the Subscriber pursuant to subsection 66(12.6) of the Tax Act. If the Corporation is required under the Tax Act or otherwise to reduce the amount renounced to the Subscriber, the reduction shall be made pro rata by the number of Flow-Through Shares issued or to be issued pursuant to this Subscription Agreement and the Other Agreements only after it has first reduced to the extent possible all Qualifying Expenses renounced to Persons (other than the Subscriber and the subscribers under the Other Agreements) under any agreements relating to shares or rights that are “flow-through shares” as defined in subsection 66(15) of the Tax Act entered into after the Closing Date;
(s)if the Corporation does not renounce to the Subscriber effective on or before December 31, 2023, Qualifying Expenses equal to the Commitment Amount, the Corporation shall, provided the Subscriber is not in breach of any of its representations, warranties and covenants under this Subscription Agreement that would prevent the renunciation of such expenses to the Subscriber, indemnify and hold harmless the Subscriber and each of the partners thereof if the Subscriber is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is definitively determined, but in any event no later than July 1, 2024, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the Tax Regulations) payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Corporation to the Subscriber is reduced pursuant to subsection 66(12.73) of the Tax Act, the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the
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amount is assessed by the CRA pursuant to a notice of assessment or reassessment or otherwise determined and communicated in writing to the Corporation, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of “excluded obligation” at subsection 6202.1(5) of the Tax Regulations) payable under the Tax Act (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the Subscriber may have against the Corporation. For certainty, the foregoing indemnity shall have no force or effect and the Subscriber shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the Flow-Through Shares to be “prescribed shares” or “prescribed rights” within the meaning of section 6202.1 of the Tax Regulations. To the extent that any Person entitled to be indemnified hereunder is not a party to this Subscription Agreement, the Subscriber shall obtain and hold the rights and benefits of this Subscription Agreement in trust for, and on behalf of, such Person and such Person shall be entitled to enforce the provisions of this section notwithstanding that such person is not a party to this Subscription Agreement;
(t)the Corporation shall incur (or be deemed to incur) and renounce Qualifying Expenses pursuant to this Subscription Agreement and the Other Agreements, pro rata by the number of such shares issued or to be issued pursuant thereto, before incurring (or being deemed to incur) and renouncing Qualifying Expenses pursuant to any other agreement that the Corporation may enter into after the Closing Date with any Person with respect to the issue of “flow-through shares” as defined in subsection 66(15) of the Tax Act;
(u)the Corporation shall not enter into any other agreement which would prevent or restrict its ability to renounce Qualifying Expenses to the Subscriber effective on or before December 31, 2023, in the amount of the Commitment Amount;
(v)if the Corporation receives, or becomes entitled to receive, assistance as defined in subsection 66(15) of the Tax Act that may reasonably be related to the Qualifying Expenses which could otherwise affect the amount that could be renounced to the Subscriber pursuant to this Subscription Agreement, the Corporation shall, to the extent that it is commercially reasonable to do so, incur (or be deemed to incur) additional Qualifying Expenses using funds from other sources in such amount that enables the Corporation to renounce to the Subscriber, with an effective date no later than December 31, 2023, Qualifying Expenses in an amount equal to the Commitment Amount;
(w)the Corporation shall use an amount equal to the gross proceeds from the issuance of the Flow-Through Shares for the exploration programs of the Corporation to be conducted on the Corporation’s properties located in the province of Manitoba;
(x)if the Corporation amalgamates with any one or more companies, any shares issued to or held by the Subscriber as a replacement for the Flow-Through Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act, as “flow-through shares” and in particular will not be “prescribed shares” as defined in section 6202.1 of the Tax Regulations; and
(y)the Flow-Through Shares shall not be subject to any resale restrictions pursuant to either (i) the regulations of any applicable stock exchange; or (ii) in the event that the Subscriber is a Manitoba Investor, Section 2.5(2) of National Instrument 45-102.
4.Manitoba Provincial Income Tax Considerations
4.1This Section 4 only applies to a Subscriber for Flow-Through Shares who is a Manitoba Investor regarding Qualifying Expenses incurred with respect to mineral resource properties situated in the province of Manitoba, Canada.
4.2The Corporation hereby further covenants and agrees with the Subscriber that the Qualifying Expenses to be incurred (or deemed to be incurred) by the Corporation and renounced to the Subscriber pursuant hereto will qualify, for a Manitoba Investor, to the extent of their respective shares of the Qualifying Expenses so renounced, as CEE Incurred in Manitoba Eligible for an Additional Credit and will be designated as such in all tax forms and slips to be filed by the Corporation as set forth herein.
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4.3Any reference in this Subscription Agreement to the Tax Act or a provision thereof shall include, for purposes of Manitoba income taxation, a reference to the Manitoba Tax Act or the equivalent provision thereof, if any. Any reference to a word or term defined in the Tax Act shall include, for purposes of Manitoba income taxation, a reference to the equivalent word or term, if any, defined in the Manitoba Tax Act. Any reference to a filing or similar requirement imposed under the Tax Act shall include, for purposes of Manitoba income taxation, a reference to the equivalent filing or similar requirement, where applicable, under the Manitoba Tax Act. Without limiting the generality of the foregoing, an obligation of the Corporation to renounce Qualifying Expenses under the Tax Act to the Subscriber shall include, for purposes of Manitoba income taxation, an obligation to renounce such amount under the Manitoba Tax Act.
5.Representations, Warranties and Covenants of the Subscriber
By executing this Subscription Agreement, the Subscriber (and, if applicable, the others for whom it is contracting hereunder) represents, warrants and covenants to the Corporation (and acknowledges that the Corporation, and its counsel are relying thereon) that:
(a)other than as provided in this Subscription Agreement, the Subscriber waives any right that it may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the operations relating to CEE and acknowledges that all such grants, credits, payments or benefits accrue to the benefit of the Corporation;
(b)the Subscriber does not and will not have prior to the Termination Date a Prescribed Relationship with the Corporation;
(c)the Subscriber has not entered into and will not enter into any agreement or arrangement with any person or partnership which will cause the Flow-Through Shares to become “prescribed shares” within the meaning of section 6202.1 of the Tax Regulations;
(d)the Subscriber is not a non-resident of Canada for the purposes of the Tax Act, or, if the Subscriber is a partnership, it is a “Canadian partnership” for the purposes of the Tax Act;
(e)if the Subscriber, or any Beneficial Purchaser, is acquiring Flow-Through Shares with the intention of (i) donating all or a portion of the Flow-Through Shares to a “qualified donee”, as defined in the Tax Act, as part of a charitable donation arrangement promoted by a third party; (ii) immediately selling all or a portion of the Flow-Through Shares to a third party; or (iii) any combination of (i) and (ii) above (each a “Follow-On Transaction”), the Subscriber, and any Beneficial Purchaser, acknowledges and confirms that, notwithstanding any provision of this Subscription Agreement, it is not relying on the Corporation, or their its counsel regarding any representations and warranties in respect of the tax consequences or potential tax benefits of participating in the Follow-On Transaction, including any risk that the Follow-On Transaction may cause the Flow-Through Shares to be “prescribed shares” within the meaning of the term as defined in section 6202.1 of the Tax Regulations; and
(f)there will be tax consequences to the Subscriber upon disposition of the Flow-Through Shares; such tax consequences may be material to the Subscriber; it is the sole responsibility of the Subscriber to determine and assess such tax consequences as may apply to the Subscriber’s particular circumstances; and the Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under Canadian federal or provincial or other tax laws of the Subscriber’s disposition of the Flow-Through Shares.
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REPRESENTATION LETTER FOR ACCREDITED INVESTORS
TO: SNOW LAKE RESOURCES LTD., D/B/A SNOW LAKE LITHIUM (the “Corporation”)
In connection with the purchase of Flow-Through Shares of the Corporation (the “Securities”) by the undersigned subscriber or, if applicable, the disclosed principal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Schedule B), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:
1.The Subscriber is either purchasing the Securities as principal for the Subscriber’s own account or is deemed under National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”) to be purchasing the Securities as principal;
2.The Subscriber is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying the indicated criterion as set out in Appendix I to this Representation Letter (YOU MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX I TO THIS REPRESENTATION LETTER AND, IF APPLICABLE, COMPLETE EACH QUESTION WHICH FOLLOWS THAT PARTICULAR PORTION OF THE DEFINITION). If the Subscriber is an individual relying on paragraph (j), (k) or (l) of the “accredited investor” definition in Appendix I to this Representation Letter, please duly complete and sign two copies of Form 45-106F9 – Form for Individual Accredited Investors in the form attached hereto as Appendix II to this Representation Letter.
3.The above representations, warranties and covenants will be true and correct both as of the execution of this Representation Letter and as of the issue date and acknowledges that they will survive the completion of the issue of the Securities; and
4.The undersigned acknowledges that the foregoing representations, warranties and covenants are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a purchaser of the Securities and that this Representation Letter is incorporated into and forms part of the Subscription Agreement and the undersigned undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Securities.
Dated: ______________________, 2023.
Print name of Subscriber
By:
Signature
Title
(please print name of individual whose signature appears above, if different from the name of the Subscriber printed above)
IMPORTANT: PLEASE INITIAL THE APPLICABLE CATEGORY OR CATEGORIES OF ACCREDITED INVESTOR IN APPENDIX I TO SCHEDULE A ON THE NEXT PAGE THAT DESCRIBES YOU
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CERTIFICATE OF ACCREDITED INVESTOR
NOTE: THE SUBSCRIBER MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.
Accredited Investor – (as defined in NI 45-106) includes:
_______ | (a)a Canadian financial institution, or a Schedule III bank, |
_______ | (b)the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), |
_______ | (c)a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
_______ | (d)a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, |
| Jurisdiction(s) registered: ________________ Categories of registration:________________ |
_______ | (e)an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), |
| Name of person with whom Subscriber is or was registered: _____________________________ Jurisdiction(s) registered: ________________ Categories of registration:________________ |
_______ | (f)the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, |
_______ | (g)a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montreal or an intermunicipal management board in Québec, |
_______ | (h)any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, |
_______ | (i)a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada, |
| Jurisdiction(s) registered: ________________ Registration number(s):________________ |
_______ | (j)an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix II to this Schedule B] |
_______ | (j.1)an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000, |
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_______ | (k)an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix II to this Schedule B] |
_______ | (l)an individual who, either alone or with a spouse, has net assets of at least $5,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix II to this Schedule B] |
_______ | (m)a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, |
| Type of entity: ______________ Jurisdiction and date of formation: ___________________ |
_______ | (n)an investment fund that distributes or has distributed its securities only to: (i)a person that is or was an accredited investor at the time of the distribution, (ii)a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or (iii)a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment], |
_______ | (o)an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, |
_______ | (p)a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, |
| Jurisdiction(s) registered: ________________ Registration number(s):________________ |
_______ | (q)a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, |
| Jurisdiction(s) registered or authorized: ________________________________________ Categories of registration: ___________________________________________________ |
_______ | (r)a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, |
| Registration number(s) assigned to purchaser: ________________________________________ Name of eligibility advisor or registered advisor: __________________________________ Jurisdiction(s) registered: ________________ Categories of registration:_______________ |
_______ | (s)an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) paragraph (i) in form and function, |
| Jurisdiction organized: ___________________Type of entity: _______________________ |
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_______ | (t)a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors [If this is your applicable category, each owner of interest must individually complete and submit to the Corporation its own copy of this Certificate of Accredited Investor], |
| Name(s) of owners of interest: __________________________________________________ Type of entity (if applicable): ____________________________________________ Categories of accredited investor: _______________________________________________ |
_______ | (u)an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, |
| Name of advisor: _____________________ Jurisdiction(s) registered: ________________ Categories of registration:______________ Basis of exemption: _____________________ |
_______ | (v)a person that is recognized or designated by the securities regulatory authority as an accredited investor, |
| Jurisdiction(s) recognized or designated: ________________________________________ |
_______ | (w)a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse. |
| Name(s) of settlor: ___________________________________________________________ Name(s) of trustees: ___________________________________________________________ Categories of accredited investor: _______________________________________________ Categories of beneficiaries: ___________________________________________________ |
For the purposes hereof:
(a)“Canadian financial institution” means
(i)an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or
(ii)a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
(b)“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means any person that holds or is one of a combination of persons that holds:
(i)a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or
(ii)more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;
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(c)“Director” means:
(i)a member of the board of Directors of a company or an individual who performs similar functions for a company, and
(ii)with respect to a person that is not a company, an individual who performs functions similar to those of a Director of a company;
(d)“eligibility adviser” means:
(i)a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and
(ii)in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:
1.have a professional, business or personal relationship with the issuer, or any of its Directors, executive Officers, founders, or control persons, and
2.have acted for or been retained personally or otherwise as an employee, executive Officer, Director, associate or partner of a person that has acted for or been retained by the issuer or any of its Directors, executive Officers, founders or control persons within the previous 12 months;
(e)“executive officer” means, for an issuer, an individual who is:
(i)a chair, vice-chair or president,
(ii)a vice-president in charge of a principal business unit, division or function including sales, finance or production,
(iii)an Officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer, or
(iv)performing a policy-making function in respect of the issuer;
(f)“financial assets” means:
(i)cash,
(ii)securities, or
(iii)a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
(g)“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;
(h)“founder” means, in respect of an issuer, a person who,
(i)acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and
(ii)at the time of the trade is actively involved in the business of the issuer;
(i)“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;
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(j)“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;
(k)“jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction;
(l)“local jurisdiction” means the jurisdiction in which the Canadian securities regulatory authority is situate;
(m)“non-redeemable investment fund” means an issuer,
(i)whose primary purpose is to invest money provided by its security holders;
(ii)that does not invest;
1.for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or
2.for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund; and
(iii)that is not a mutual fund;
(n)“person” includes:
(i)an individual,
(ii)a corporation,
(iii)a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
(iv)an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;
(o)“regulator” means, for the local jurisdiction, the Executive Director as defined under securities legislation of the local jurisdiction;
(p)“related liabilities” means
(i)liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
(ii)liabilities that are secured by financial assets;
(q)“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);
(r)“spouse” means, an individual who,
(i)is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
(ii)is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
(iii)in Alberta, is an individual referred to in paragraph (i) or (ii) above, or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and
(s)“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.
All monetary references are in Canadian Dollars
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APPENDIX II TO SCHEDULE B
FORM 45-106F9 FOR INDIVIDUAL ACCREDITED INVESTORS
WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. |
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER | ||||
1. About your investment | ||||
Type of securities: Flow-Through Shares | Issuer: Snow Lake Resources Ltd. | |||
Purchased from: Snow Lake Resources Ltd. | ||||
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER | ||||
2. Risk acknowledgement | ||||
This investment is risky. Initial that you understand that: | Your initials | |||
Risk of loss – You could lose your entire investment of $ ___________________________. |
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Liquidity risk – You may not be able to sell your investment quickly – or at all. |
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Lack of information – You may receive little or no information about your investment. |
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Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. |
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3. Accredited investor status | ||||
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. | Your initials | |||
•Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.) |
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•Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year. |
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•Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities. |
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•Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.) |
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4. Your name and signature | ||||
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. | ||||
First and last name: | ||||
Signature: | Date: | |||
SECTION 5 TO BE COMPLETED BY THE SALESPERSON | ||||
5. Salesperson information | ||||
First and last name of salesperson: | ||||
Telephone: | Email: | |||
Name of firm (if registered): | ||||
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER | ||||
6. For more information about this investment | ||||
Contact:
Snow Lake Resources Ltd., d/b/a Snow Lake Lithium
Attention: Peretz Shapiro, Director and Interim COO E-mail: peretz@snowlakelithium.com
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For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca. | ||||
Form instructions:
1.This form does not mandate the use of a specific font size or style but the font must be legible.
2.The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form.
3.The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.
- C-7 -
Brian Edward Youngs
8 Hazel Circle, Box 365
Temagami, ON, P0H 2H0
Dear Mr. Brian Youngs:
Snow Lake Resources Ltd. (the “Company”) is pleased to engage Brian Youngs (the “Consultant”) on new and enhanced terms and conditions, to provide Services, as defined herein, to the Company commencing on January 01, 2022. This Letter shall serve to confirm the new and enhanced terms and conditions upon which the Consultant agrees to provide such Services.
1.Term: The Consultant’s engagement by the Company pursuant to this Agreement shall commence on January 01, 2022, and continue until terminated in accordance with the provisions herein.
2.Reporting: As a consultant providing the duties of VP Exploration, the Consultant will report directly to the Company’s VP Resource Development and will comply with all reasonable instructions as may be given to the Consultant by the CEO, COO and the Company’s Board of Directors (the “Board”).
3.Services: Subject always to the overriding direction and control of the Company, the Consultant shall well and faithfully fulfill and perform all duties, tasks and deliverables as requested by the Company and the Board, including, but not limited to, the following:
(a)Assist the VP Resource Development in the field such as with drilling, prospecting, sampling, core cutting, organizing students or others to do field work or completing other field work which is not listed here;
(b)Assisting logistically with the setup of and clean up from the field activities whether it is the consultant or others completing the work;
(c)Organizing and managing of the project site area during field work ensuring the Company is stocked of fuel, core boxes sample tags and bags as required;
(d)Assisting the engineering and environmental studies as required by any reasonable efforts;
(e)Communicating with labs, engineering groups, contractors or other as required representing the Company;
(f)Using best efforts to identify and source new resource expansion opportunities;
(g)Overseeing the creation of maps, reports, news releases or other technical information as required;
(h)Managing of any company staking programs;
Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
(i)Assisting the VP Resource Development or the Company in whatever other activities are reasonably required;
(j)to ensure that the Company maintains high standards of corporate citizenship and social responsibility wherever it does business;
(k)to keep abreast of all material undertakings and activities of the Company and all material external factors affecting the Company and to ensure that processes and systems are in place to ensure that the CEO and management of the Company are adequately informed;
4.Laws, Rules and Regulations: During the term of this Agreement, the Consultant shall:
(a)not carry on or undertake any activity that would be inconsistent or conflict with their responsibilities under this Agreement;
(b)abide by all of the rules, policies, practices of the Company;
(c)adhere strictly to all reasonable instructions, directions, written rules, written regulations, written policies and practices given, made or established from time to time by the Company, including the Travel and Expenses Policy referred to herein;
(d)comply strictly with all applicable laws, regulations, bylaws and rules of all applicable governmental and regulatory authorities;
(e)keep current and valid all registrations and licenses as may be required from time to time by any governmental or other regulatory authorities, notifying the Company of any change to the status thereof; and
(f)be responsible for purchasing and maintaining all necessary insurance in respect of the Consultant’s tools and equipment and any other items owned, rented or leased by the Consultant and used in the course of performing the Services. The Consultant further agrees to purchase and maintain all necessary insurance related to the Services to be performed. The Consultant shall provide the Company with copies of records confirming such insurance upon request and shall immediately notify the Company of any disqualifications, conditions, suspensions and/or inquiries with respect to any such insurance coverage.
5.Time and Attention: The Consultant shall render the Services in accordance with the highest professional standards and shall devote the appropriate time and attention necessary to do so. While the Services provided by the Consultant hereunder are not and shall not be deemed exclusive to the Company, it is understood that the Company shall receive the Consultant’s primary resources and attention. Accordingly, the Consultant shall be free to render similar Services to others and engage in all such activities as the Consultant deems appropriate, provided that the Consultant’s performance hereunder is not impaired by such other activities; the Contactor is not in violation of this Agreement; the Consultant is reasonably available to provide such Services at the necessary times; and the Company’s board of directors has approved any such activities.
Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
6.Service Fees: The Consultant shall provide the Company with an Invoice for the Services rendered on a monthly basis within seven (7) days of the end of each month, detailing the Services rendered therein.
For the Consultant’s Services rendered hereunder, the Company agrees to pay the Consultant, a service fee of ten thousand dollars ($10,000.00) CAD per month of service, exclusive of G.S.T., within fourteen (14) days of receipt of the Contractor’s invoice.
7.Payment to Consultant: Payments made to the Consultant hereunder shall be made without deduction at source by the Company for the purpose of withholding income tax, employment insurance payments or Canada Pension Plan contributions or remittance of a similar nature. It will be the sole responsibility of the Consultant to remit any payments required by statute.
8.Share Options: Subject to section 16 of this Agreement, it is understood that this Agreement shall not impact, amend or circumscribe any share options or agreements that the Consultant may have previously entered into with the Company.
9.Indemnification Regarding Employee Status: The Consultant undertakes and agrees to defend and indemnify the Company and hold the Company harmless, at the Consultant’s sole expense, from and against all claims, demands, suits, losses, costs, damages and expenses that the Company may incur by reason of any liability on the part of the Company under the Income Tax Act (Canada), the Employment Insurance Act (Canada) the Excise Act or any other statute, to make contributions, withhold or remit any monies or make any deductions from payments, or to pay any related interest or penalties, by virtue of the Consultant or Brian Youngs being considered to be an employee of the Company.
10.Mutual Indemnity: Each party (the “Indemnifying Party”) agrees that it will indemnify and hold harmless the other, including any directors, officers, employees and agents (collectively, the “Indemnified Party”), at their sole expense from any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities whatsoever which the Indemnified Party may sustain, suffer or incur by reason of, or in connection with: a) the Indemnifying Party’s performance of, or failure to perform, their obligations set out herein; b) the Indemnifying Party acting outside the scope of this Agreement; or c) or as a result of misconduct, negligence or fraud of the Indemnifying Party.
11.Travel and Expenses Policy: The Consultant may be entitled to reimbursement for certain costs in accordance with the Company’s Travel and Expenses Policy.
12.Confidential Information: The Consultant specifically agrees and acknowledges that as a result of and during this Agreement, the Consultant shall, or may, be making use of, acquiring or adding information about certain matters and things which are the Company’s trade secrets and/or confidential and proprietary information, which includes without limitation: customer/client lists, including existing and potential customer/client information; customer/client preferences; customer/client and consumer data; product information, and any future or planned products or services; policies; product designs, developments and discoveries, third party database information; projections; sales and marketing information, including reports, strategies, techniques, plans, contracts, contacts, sales volume, profitability information, credit histories; inventions, improvements, data, reports and manuals; pending projects and proposals; research and development strategies, confidential personnel information, and pay administration information; Company strategies, and projections and future plans; any confidential technique, process, formula, development, experimental work, idea, secret, trade
Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
secret, know-how or other confidential matter related to the Company, the Company’s activities, processes and operations and the proposed activities, whether developed by the Company or by the Consultant (collectively, the “Confidential Information”). Confidential Information shall not include information which is in the public domain at the date of disclosure to the Consultant or which thereafter enters the public domain through no fault of the Consultant (but only after it enters the public domain).
The Consultant agrees that that they shall not, except with the prior written consent of the Company, or except if the Consultant is providing services on behalf of the Company solely for the benefit of the Company in connection with the Company’s business and in accordance with the Company’s business practices and policies, at any time during or following this contract for Services with the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose any of the information which has been obtained or disclosed to the Company as a result of this contract for Services with the Company, including any of the Confidential Information. Additionally, Confidential Information may be disclosed to the extent required or requested by governmental agency or by law, regulation or subpoena, or similar legal process, provided the Consultant delivers prior written notice to the Company.
13.Company Property: The Consultant agrees that they shall give the Company full written details of all Inventions, works and of all works embodying Intellectual Property Rights made wholly or partially by the Consultant at any time during the course of this Agreement which relate to, or are reasonably capable of being used in, the business of the Company. The Consultant acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Consultant will hold them in trust for the Company. The Consultant agrees to promptly execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this section.
The words “Intellectual Property Rights”, wherever used in this Agreement, mean patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. The word “Invention”, wherever used in this Agreement, means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium.
Upon any termination of this Agreement, the Consultant shall at once deliver or cause to be delivered to the Company all books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, and all copies of same, which are in the Consultant’s possession, charge, control or custody, including, without limitation, all Inventions, Confidential Information, samples and materials or goods bearing the name or trademarks of the Company.
Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
14.Non-Solicitation: To protect the legitimate interests of the Company, the Consultant agrees that they are subject to certain restrictions as to what the Consultant may do after the cessation of their engagement with the Company or upon termination of this Agreement, including what the Consultant may do in connection with clients/customers of the Company. The Consultant covenants and agrees with the Company that for a period of twelve (12) months after the date of cessation of engagement to provide Services or after the termination of this Agreement, the Consultant shall not:
(a)solicit, encourage, or in any way influence any person employed by, or engaged to render services on behalf of the Company, to leave the Company or to engage in any activity contrary to or conflicting with the interests of the Company;
(b)solicit, divert, appropriate or service, directly or indirectly, or assist or be connected with any person, firm, association or corporation soliciting, diverting, appropriating or servicing any of the clients/customers or prospective clients/customers with whom the Consultant dealt during their engagement to provide Services to the Company, with respect to services and products competitive with those of the Company and/or any persons or entities whose account with the Company generated revenues or performed services during the fiscal year immediately preceding the termination of this Agreement or cessation of the Consultant’s engagement to provide Services to the Company;
(c)induce or hire or attempt to induce or hire any employees of the Company to leave their employment, whether for their benefit or the benefit of others; or
(d)enter into, directly or indirectly, or on behalf of any other person, firm, association, corporation or other entity, any contractual relations with any clients/customers or prospective clients/customers, with whom the Consultant dealt or gained knowledge of during their engagement to provide Services to the Company, for the purpose of providing services similar to the services provided by the Company.
15.Enforcement: The Consultant acknowledges and agrees that each and every one of the restrictions in this Agreement are reasonable, valid and necessary to protect the legitimate interests of the Company, that the Consultant will not do or perform any act or attempt to do any act whatsoever which will or would whether directly or indirectly breach any or all of the said restrictions and further agrees that all defenses to the strict enforcement thereof by the Company are hereby waived. In addition, the Consultant acknowledges that a breach by the Consultant of any of the provisions contained in this Agreement may cause the Company great and irreparable injury and damage which cannot be reasonably or adequately compensated in damages in any action in law, and the Consultant hereby expressly agrees that the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach or recurrence of a breach of this Agreement by the Consultant. The Consultant also hereby expressly agrees that the Company shall be entitled to its reasonable legal costs and expenses on a solicitor and client basis incurred in properly enforcing any provision or provisions of this Agreement. Nothing contained herein, however, shall be construed as a waiver of any of the rights that the Company may have for damages or otherwise.
Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
16.Termination: This Agreement may be terminated:
(a)by the Company without cause upon the provision of thirty (30) days’ written notice to the Consultant or payment of thirty (30) days’ service fees in lieu of such notice;
(b)by the Company without notice or payment in lieu thereof, for cause; or
(c)by the Consultant upon the provision of ninety (90) days’ written notice to the Company.
17.Status: It is expressly agreed, represented, and understood that the parties hereto have entered into an arm’s length independent contract for the rendering of the Services referred to herein and that neither the Consultant or Brian Youngs are the employee, agent, or servant of the Company. Further, this Agreement shall not be deemed to constitute or create any partnership, joint venture, master – servant, employer – employee, principal – agent or any other relationship apart from an independent contractor/consultant and contractee relationship.
18.Individual to be Provided: The Consultant agrees that only Brian Youngs shall perform the required Services pursuant to this Agreement. The Consultant shall not substitute for Brian Youngs, any other individual unless agreed upon in writing by the Company.
19.Guarantee: Brian Youngs covenants and agrees to be bound personally by and duly perform and observe all covenants, agreements, obligations, liabilities and provisos of the Consultant and that the liability hereunder of the Consultant shall be joint and several with them and that they shall not be released nor shall their liability be altered, affected, reduced or limited in any way by any variation, alteration, amendment or renewal of this Agreement, or any term or provision hereof, whether such variation, alteration, amendment or renewal was made with their consent or otherwise.
20.Severability: In the event that any provision of this Agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other provision of this Agreement which will continue to be in full force and effect.
21.Waiver: The waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation.
22.Modification: Any modification of this Agreement must be in writing and signed by both the Consultant and the Company or it shall have no effect and shall be void.
23.Governing Law: This Agreement shall be governed by and construed in accordance with the law of the Province of Manitoba.
24.Interpretation. The use or reference to the singular and the masculine shall be read and construed as plural or the feminine or neuter whenever the context so requires.
Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
25.Entire Agreement: This Agreement contains the final and entire understanding and agreement between the Consultant and the Company with respect to the terms and conditions of their contract for Services with the Company, and supersedes all prior undertakings or agreements (whether in writing or verbal). The Consultant and the Company both hereby release each other and forever discharge each other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such prior representations or agreements.
26.Independent Legal Advice: The Consultant acknowledges that they have read and understood this Agreement, and acknowledge that they have had the opportunity to obtain legal advice about it.
Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
Please review this Agreement carefully. If after reading it and considering the contents, the Consultant and Brian Youngs are prepared to contract for Services with the Company, in accordance with the terms and conditions contained therein, please indicate acceptance by signing where indicated. The photocopy is for your files.
| Yours truly, |
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| Philip Gross |
| Snow Lake Resources Ltd. |
We have read, understood and agree with the foregoing. We have had a reasonable opportunity to consider this letter and the matters set out therein. We agree to contract for Services with the Company on the terms and conditions set out in this letter.
| Brian Youngs |
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| Name: Brian Youngs |
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Legal Address | www.SnowLakeLithium.com | Mailing Address |
Snow Lake Resources Ltd. |
| Snow Lake Resources ltd. |
242 Hargrave St #1700, |
| PO Box 126 |
Winnipeg, MB |
| Simcoe Ont |
R3C 0V1 |
| N3Y 4K8 |
Canada |
| Canada |
This Consulting Agreement (this “Agreement”) is entered into this 1st day of February, 2023.
B E T W E E N:
BREAKOUT STAR HOLDINGS PTY. LTD.,
a corporation incorporated under the laws of Australia
(the “Contractor”)
- and -
SNOW LAKE RESOURCES LTD.,
a corporation incorporated under the laws of the Province of Manitoba
(the “Client”)
WHEREAS, the Contractor is in the business of providing executive consulting services;
AND WHEREAS, the Client desires to retain the Contractor to provide executive consulting services upon the terms and conditions hereinafter set forth;
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
1.Term. This Agreement shall commence on February 1, 2023 and shall continue until completion of the Services (defined below) for a period of 12 months until January 31, 2024, unless earlier terminated in accordance with Section 10 (the “Term”). The parties may extend the Term by mutual written agreement. In this Agreement, “Termination Date” shall mean the effective date of the termination of this Agreement, whether the termination occurs during the Term or at the end of the Term.
2.Services
2.1The Contractor shall provide the services set forth in Schedule 1 (the “Services”) to the Client solely through the Contractor's own employee, Peretz Schapiro (the “Contractor's Personnel”). The Contractor shall not substitute the Contractor’s Personnel, nor shall the Contractor assign this Agreement or subcontract any of the Services without the written consent of the Client.
2.2The Contractor shall determine the manner or means by which it performs the Services for the Client.
2.3Unless otherwise set forth in Schedule 1, the Contractor shall furnish, at its own expense, the equipment, supplies, tools and other materials used to perform the Services.
2.4The Client shall provide the Contractor with access to its premises and equipment to the extent necessary for the Contractor's performance of the Services. The Contractor shall comply with all applicable Client policies and procedures relating to the Client's
business, including those related to occupational health and safety and to use of the Client’s facilities, supplies, information technology, equipment, networks and other resources.
2.5The Contractor shall make itself available for consultation with the Client at such times and places as are mutually agreeable to the parties. The Contractor agrees to prepare and submit to the Client such periodic reports regarding the performance of the Services, as the Client may require.
3.Independent Contractor Relationship
3.1The Contractor is and shall remain at all times an independent contractor and not an employee or dependent contractor of the Client. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary or employment relationship between the Contractor and the Client, for any purpose, and neither party has the authority to contract for or bind the other party in any manner whatsoever.
3.2The Contractor shall provide the Services to the Client on a non-exclusive basis and shall be free to provide its services to third parties during the Term of this Agreement; provided that the Contractor shall not provide such services in a way that is inconsistent with any of the provisions of this Agreement.
3.3Without limiting Section 3.1, the Contractor and the Contractor's Personnel shall not be eligible to participate in any benefit or compensation plans offered by the Client to its employees, including, without limitation, any payments under any employment standards legislation.
3.4The Client shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions, or employer health tax or worker's compensation insurance premiums for the Contractor and the Contractor's Personnel. The Contractor is responsible for these withholding, remitting and registration obligations, and shall indemnify the Client from and against any order, penalty, interest, taxes or contributions that may be assessed against the Client due to the failure or delay of the Contractor to make any such withholdings, remittances or registration, or to file any information required by any law.
3.5The Contractor shall be fully responsible for the Contractor's Personnel and shall indemnify the Client against any claims made by or on behalf of the Contractor's Personnel, including, without limitation, any claim for unpaid wages, overtime, vacation pay, or any other claim under employment standards legislation, reasonable notice of termination, or any other claim whether arising pursuant to contract, statute, common law or otherwise. Section 3.5 shall survive the termination of this Agreement and remain binding on the Contractor.
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4.1In consideration of the provision of the Services by the Contractor:
(a)the Client shall pay the Contractor the sum of $8,000.00 (Eight Thousand Dollars) per month during the Term (the “Fees”);
(b)the Client shall grant 140,000 (one hundred and forty-thousand) Restricted Stock Units (“RSU”) for the common shares of the Client to the Consultant that shall vest as follows:
(i)10,000 (ten thousand) of the RSU shall vest on the first anniversary of the grant;
(ii)30,000 (thirty thousand) of the RSU shall vest upon the earlier of:
(1)the Client finalizing a resources update; and
(2)the Client hiring a permanent CEO;
(iii)50,000 (fifty thousand) of the RSU shall vest as follows:
(1)30,000 (thirty thousand) RSU shall vest if a Preliminary Economic Assessment (“PEA”), has been completed within 6 (six) months of the date of this Agreement;
(2)20,000 (twenty thousand) RSU shall vest if the PEA referred to in section 4.1(b)(iii)(1) shows a value exceeding $1 (one) billion United States of America Dollars (“USD”) on a post-tax net present value basis; and
(3)the entire 50,000 (fifty thousand) RSU shall vest if the PEA referred to in Section 4.1(b)(iii)(1) shows a value exceeding $1 (one) billion USD on a post-tax net present value basis,
whichever of the events referred to in Section 4(b)(iii)(1), (2) and (3) occurs first.
(iv)50,000 (fifty thousand) RSU shall vest upon the Client completing a preliminary feasibility study.
(c)the Contractor shall be granted a put option that at any time after any of the RSU have vested, and prior to conversion of the RSU into common shares of the Client, whereby the Consultant shall be entitled to put any such vested and unconverted RSU to the Client for redemption at the price of $2.50 (Two Dollars and Fifty Cents) USD per RSU.
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4.2The Contractor shall be responsible for any expenses incurred by the Contractor or the Contractor's Personnel in connection with the performance of the Services. In no event shall the Client reimburse the Contractor for any such expenses.
4.3The Contractor shall issue invoices to the Client on a monthly basis for its fees for Services performed in the immediately preceding month, calculated as provided in Section 4.1(a).
4.4The Client shall pay all undisputed Fees within 14 (fourteen) days after the Client's receipt of the Contractor's invoice. All payments shall be in USD and made by certified cheque or wire transfer.
4.5The Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial or municipal governmental entity on any amounts payable by Client hereunder; provided that, in no event shall Client pay or be responsible for any taxes, statutory withholdings, deductions or remittances, imposed on or with respect to the Contractor's income, revenues, gross receipts, real or personal property, or other assets, or the Contractor's Personnel.
5.Intellectual Property Matters
5.1The Client is and shall be the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein. The Contractor irrevocably assigns to the Client, all rights, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.
5.2The Contractor irrevocably and unconditionally waives all moral rights that the Contractor may now have or may have in the future relating to the Deliverables.
5.3The Contractor shall make full and prompt disclosure to the Client of any inventions or processes made or conceived by the Contractor alone or with others during the Term, relating in any way to the Services, whether or not such inventions or processes are patentable and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Client. The Contractor shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Client.
5.4Upon the reasonable request of the Client, the Contractor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Client to prosecute, register, perfect, record or enforce its Intellectual Property Rights in any Deliverables.
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5.5The Contractor shall require each of the Contractor's Personnel to execute written agreements securing for the Client the rights provided for in this Section 5 prior to and as a condition of the Contractor's Personnel providing or performing any of the Services under this Agreement.
6.1The Contractor acknowledges that in the course of providing the Services, the Contractor may create or have access to information that is treated as confidential and proprietary by the Client, including, without limitation, information pertaining to any Deliverables, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”).
6.2The Contractor shall treat all Confidential Information as strictly confidential and only use the Confidential Information for the purpose of the Services. The Contractor shall not, without the prior written authorization of the Client, either during the Term or at any time after the termination of this Agreement:
(a)use any Confidential Information for the benefit or purposes of the Contractor or any other person, company or organization whatsoever; or
(b)disclose any Confidential Information to any person, company or other organization whatsoever.
6.3Confidential Information shall not include information that is or becomes generally available to the public other than through the Contractor's breach of this Agreement or is communicated to the Contractor by a third party that had no confidentiality obligations with respect to such information.
6.4If, either during the Term or after the termination of this Agreement, the Contractor is compelled or required to disclose any Confidential Information by law or court order or pursuant to any requirement, request or process of any legal, regulatory or governmental authority, the Contractor shall:
(a)give the Client immediate prior written notice of such requirement, request or process so that the Client may seek, at its sole cost and expense, an appropriate protective order or other remedy; and
(b)cooperate with the Client, at the Client's sole cost and expense, to obtain such protective order or other remedy.
6.5The Contractor shall require the Contractor's Personnel to execute written agreements securing for the Client the rights provided for in this Section 6 prior to and as a condition of the Contractor's Personnel providing or performing any Services under this Agreement.
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7.Non-Solicitation. During the Term of this Agreement and for a period of 12 (twelve) months following the termination or expiration of this Agreement, the Contractor shall not make any solicitation to employ the Client's personnel without the prior written consent of the Client. For the purposes of this clause, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto shall not be a breach of this clause.
8.Representations and Warranties
8.1The Contractor represents and warrants that:
(a)the Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully the Contractor's obligations in this Agreement;
(b)the Contractor's performance of the terms this Agreement and the engagement of the Contractor with the Client do not and will not breach any confidentiality, non-competition, non-solicitation, proprietary rights or other agreement entered into by the Contractor with any third party;
(c)the Contractor has the required skill, experience and qualifications to perform the Services;
(d)the Contractor shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and in compliance with all applicable federal, provincial, territorial and municipal laws and regulations;
(e)the Contractor shall devote such time, attention and energy as is necessary to implement and comply with its obligations under this Agreement;
(f)the Contractor will provide the Client with good and valid title in and to all Deliverables, free and clear of all encumbrances and liens of any kind; and
(g)all Deliverables are and shall be the Contractor's original work (except for material in the public domain or provided by the Client) and, to the best of the Contractor's knowledge do not and will not violate or infringe upon the intellectual property rights or any other rights whatsoever of any person, firm, corporation or other entity.
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8.2The Client represents and warrants that:
(a)the Client has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and
(b)the execution of their Agreement by its representatives whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate action.
9.1The Contractor shall defend, indemnify and hold harmless the Client and its officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, arising out of or resulting from:
(a)bodily injury, death of any person, or damage to real or tangible personal property, resulting from the Contractor's or the Contractor's Personnel's acts or omissions; and
(b)the Contractor's breach of any representation, warranty or obligation under this Agreement.
9.2The Client may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the Contractor.
10.1During the Term, either party may terminate this Agreement without cause upon 90 (ninty) days' written advance notice to the other party. The principles of mitigation apply to any damages owed for termination of this Agreement without required notice, other than minimum payments required by statute. In the event of termination by the Client pursuant to this clause, the Client shall pay the Contractor for any Services completed up to and including the effective date of such termination.
10.2Either party may terminate this Agreement during the Term, effective immediately for cause, without advance notice or payment in lieu of such notice. Without restricting the generality of the foregoing, “cause” includes a material breach of the provisions of this Agreement, where such breach is incapable of cure, or with respect to a material breach capable of cure, where the breaching party does not cure such breach within 3 (three) days after receipt of written notice of such breach.
Upon the expiration or the termination of this Agreement for any reason, or at any other time upon the Client's written request, the Contractor shall promptly after such expiration, termination or request:
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(a)deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Client's Confidential Information;
(b)permanently erase all of the Client's Confidential Information from the Contractor's computer systems; and
(c)certify in writing to the Client that the Contractor has complied with the requirements of this clause.
10.3In the event that this Agreement is terminated by the Client for cause pursuant to Section 10.2 hereof:
(a)Any RSU granted to the Contractor that have vested as of the Termination Date shall be converted to common shares of the Client; and
(b)Any RSU granted to the Contractor that have not vested as of the Termination Date shall be cancelled.
10.4In the event that this Agreement is terminated by either party pursuant to section 10.1 hereof, any RSU granted the Contractor is under this Agreement shall be extended for a period of 1 (one) year from the Termination Date.
11.1Each party shall, upon the reasonable request, and at the sole cost and expense, of the other party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
11.2This Agreement will be binding on and shall enure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right or benefit of any nature whatsoever. The Contractor shall not assign any rights under this Agreement, without the Client's prior written consent.
11.3The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of this Agreement or any provision of this Agreement.
11.4Any amendment to this Agreement must be in writing and executed by both parties. No waiver by any party of any of the provisions hereof shall be effective unless it is set in writing and signed by the waiving party. No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any other provision.
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11.5This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the Province of Manitoba in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.
11.6All terms and conditions under Section 3.4, Section 3.5, Section 5, Section 6, Section 7, Section 8.1(f), Section 9 and Section 10.3, shall survive the termination of this Agreement whether the termination is initiated by the Contractor, by the Client, on a with or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful.
11.7The Contractor acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach of this Agreement by the Contractor, and that, in addition to all other remedies available at law, the Client shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach.
11.8If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall apply to the term or provision only to the extent of that invalidity or unenforceability, and shall not affect any other term or provision of this Agreement.
11.9This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
11.10The use or reference to the singular and the masculine shall be read and construed as the plural or the feminine whenever the context so requires.
11.11Each of the parties acknowledge that they each have read and understood the terms of this Agreement and that have obtained, or had the opportunity to obtain, independent legal advice with respect to this Agreement before the same was signed by them.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| BREAKOUT STAR HOLDINGS PTY. LTD. Per: _________________________________ |
|
|
| SNOW LAKE RESOURCES LTD. |
| Per: _________________________________ |
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1.SERVICES
The Consultant shall provide the following services to the Client:
·Lead search for Chief Executive Officer for the Client
·Direct the Client's operations including:
oResource Estimates
oPEA
oEnvironmental studies
oNegotiations with First Nations
oDiscussions with Government entities
oDiscussions with potential off take partners
·Writing announcements for the Client
·Directing IR agencies
·Organising capital raising and other financing options
·Reviewing invoices
·Reviewing current contracts with vendors and suppliers
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LIST OF SUBSIDIARIES
Name of Subsidiary | Jurisdiction of Organization | Ownership |
Snow Lake Exploration Ltd. | Manitoba, Canada | Wholly owned subsidiary of Snow Lake Resources Ltd. |
Snow Lake (Crowduck) Ltd. | Manitoba, Canada | Wholly owned subsidiary of Snow Lake Resources Ltd. |
Snow Lake Exploration (US) Ltd. | Delaware, United States | Wholly owned subsidiary of Snow Lake Resources Ltd. |
Snow Lake Investments (US) Ltd. | Delaware, United States | Wholly owned subsidiary of Snow Lake Resources Ltd. |
Global Uranium Acquisitions Corp Pty Ltd | Australia | Wholly owned subsidiary of Snow Lake Resources Ltd. |
Engo Valley Pty Ltd | Australia | 80% owned by Snow Lake Resources Ltd. 20% owned by Aaron Meckler, Joses Malakia Amakutuwa, Yehoshua Gestetner, and Denis Hayes |
Namibia Minerals and Investment Holdings (Pty) Limited | Namibia | 85% owned by Engo Valley Pty Ltd. 15% owned by Joses Malakia Amakutuwa. |
Stock Trading Policy
Purpose
The board of directors (the “Board”) of Snow Lake Resources Ltd. has adopted this Stock Trading Policy (the “Policy”) to promote compliance with applicable securities laws and to preserve the reputation and integrity of Snow Lake Resources Ltd. and its subsidiaries (collectively, the “Company”) as well as that of all persons affiliated with the Company. This Policy prohibits certain persons who are aware of material nonpublic information about the Company from: (i) trading in securities of the Company or (ii) providing material nonpublic information to other persons who may trade on the basis of that information. This Policy provides guidelines with respect to transactions in the securities of the Company and the handling of confidential information about the Company and the companies with which the Company does business. The ultimate responsibility to avoid improper trading and comply with the law rests with each individual. The provisions of this Policy will be supplemented by any greater prohibitions or restrictions prescribed by any applicable laws or stock exchanges, including the Nasdaq.
Persons Subject to the Policy
This Policy applies to all members of the Board, executive officers and other employees, consultants and contractors, including agents, of the Company, owners of 10% or more of the Company’s voting securities (including securities which are issuable within the next sixty days), and anyone who possesses or has access to material, non-public information (inside information) (“Company Personnel”). Company Personnel are responsible for ensuring that their Family Members comply with this Policy, as applicable. Family Members means family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company securities. Finally, this Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. Collectively, this Policy refers to Company Personnel, their respective Family Members and their respective Controlled Entities, as “Covered Persons.” Any Company Personnel uncertain whether other prohibitions or restrictions apply should consult with the Company’s Chief Executive Officer.
Statement of Policies Prohibiting Insider Trading
Prohibited Activities
It is the policy of the Company that no director, executive officer or other employee, contractor or consultant of the Company (or any other Covered Person subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly, or indirectly or through family members or other persons or entities:
1.Engage in transactions in Company securities, except as otherwise specified in this Policy under the headings “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale” and “Rule 10b5-1 Plans;”
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2.Recommend the purchase or sale of any Company securities;
3.Disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors and expert consulting firms, other than with the prior written consent of the Company;
4.Electing to participate in a Company equity plan, such as the Company’s stock option plan, dated May 1, 2019 (“Stock Option Plan”); or
5.Assist anyone to engage in the above activities.
There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
Explanation of Insider Trading
As noted above, “insider trading” refers to the purchase or sale of a security while in possession of “material” “nonpublic” information relating to the Company or the security. “Securities” include not only shares, bonds, notes and debentures, but also options, warrants and similar instruments. “Purchase” and “sale” are defined broadly under applicable securities laws. “Purchase” includes not only the actual purchase of a security, but any contract or instruction to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract or instruction to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions including conventional cash-for-share transactions, conversions, a sale of a security upon a cashless exercise and acquisitions and exercises of warrants or puts, calls or other options related to a security. It is generally understood that insider trading includes the following:
·trading by insiders while in possession of material non-public information;
·trading by persons other than insiders while in possession of material non-public information where the information either was given in breach of an insider’s fiduciary duty to keep it confidential or was misappropriated; or
·communicating or tipping material non-public information to others, including recommending the purchase or sale of a security while in possession of such information.
Material Information. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Any information that could be expected to affect the Company’s share price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight.
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Possible material information or events include, but are not limited to: earnings information, quarterly results, and guidance on earnings estimates; financial condition, including material impairment charges or changes in the debt structure; mergers, acquisitions, tender offers and joint ventures; institution of, or developments in, significant litigation, investigations, regulatory actions or proceedings; new material contracts or developments (including material changes in previously announced schedules) regarding such projects or contracts; major management or organizational changes; changes in the Company’s strategy; events regarding the Company’s securities (e.g., defaults on any outstanding debt, share repurchase plans, share splits or changes in dividends or public or private sales of additional securities); bankruptcies or receiverships of the Company; and regulatory approvals or changes in regulations and any analysis of how they affect the Company.
Nonpublic Information. Nonpublic information is information that is not generally known or available to the public. Information is considered to be available to the public only when it has (1) been released broadly to the marketplace (such as by a press release, a SEDAR filing and an SEC filing), and (2) the investing public has time to absorb the information fully.
Excluded Transactions
Except as specifically noted below under the headings “Transactions Under Company Plans,” and “Transactions Not Involving a Purchase or Sale,” there are no exceptions to this Policy.
Transactions Under Company Plans
Trading includes purchases and sales of shares, derivative securities such as convertible debentures, preferred shares, and debt securities. Trading also includes certain transactions under Company benefit plans. This Policy does not apply to the vesting of restricted share units, or the exercise of a tax withholding right in which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted share units. The Policy does apply, however, to any market sale of shares.
Transactions Not Involving a Purchase or Sale
Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company’s securities while the person is aware of material nonpublic information, or the person making the gift is subject to the pre-clearance procedures specified in the addendum hereto under the heading “Pre-clearance Procedures.”
Blackout and Pre-clearance Procedures
To help prevent inadvertent violations of applicable securities laws and to avoid even the appearance of trading on the basis of inside information, the Company has adopted additional policies that apply to Board members, executive officers and employees of the Company (such additional policies are referred to herein as the “addendum”). For clarity, the addendum does not apply to Company consultants and contractors. The addendum generally prohibits persons covered by it from trading in the Company’s securities during quarterly blackout periods.
Options Exercises
Covered Persons are prohibited from trading or exercising options at any time the individual is in possession of material non-public information.
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Unauthorized Disclosure
Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden. The timing and nature of the Company’s disclosure of material information to outsiders is subject to legal rules, and if you violate those rules, you, the Company, and its management could be subject to substantial liability. Accordingly, it is important that responses to inquiries about the Company by the press, investment analysts or others in the financial community be made on the Company’s behalf only through authorized individuals. Please contact the Chief Executive Officer for more details regarding the Company’s policy on speaking to the media, financial analysts and investors.
Quiet Periods
The Company observes a quarterly quiet period, during which no earnings guidance or comments with respect to the current quarter’s operations or expected results will be provided to analysts, investors or other market professionals. The quiet period runs from the seventh (7th) day before the end of the fiscal quarter and ending after the second clear and full trading day following the quarterly financial results or the annual results being made public by news release.
The Company does not need to stop all communications with analysts or investors during the quiet period. However, communications should be limited to responding to inquiries concerning publicly available or non-material information. The purpose of this quiet period is to avoid the potential for, or perception of, selective disclosure.
Inside Information Regarding Other Companies
This Policy and the guidelines described herein also apply to material nonpublic information relating to companies with which the Company does business, including the Company’s vendors and suppliers or a company that is involved in a potential transaction or business relationship with the Company (“business partners”), when that information is obtained in the course of employment with, or the performance of services on behalf of, the Company. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s business partners. All Company Personnel should treat material nonpublic information about the Company’s business partners with the same care required with respect to information related directly to the Company.
Penalties for Policy Violation
The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in possession of such information, is prohibited by federal and state/provincial laws. Insider trading violations are pursued vigorously by government enforcement authorities. Penalties for violating the law include imprisonment, disgorgement of profits, civil fines of up to three times the profit gained or loss avoided, and criminal fines. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. Regulators have also prosecuted insider trading violations where an employee or insider has traded in the stock of another related company based on material nonpublic information learned in connection with their employment or role as an insider.
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In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even a government investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career. The Company will cooperate fully in all governmental investigations of insider trading.
Company Assistance
Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Company’s Chief Executive Officer.
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Stock Trading Policy Addendum
Additional Policies Applicable to all Members of the Board of Directors, Executive Officers and Other Employees of the Company
Pre-clearance Procedures
Prior to conducting any transactions in Company securities, including a gift of shares (other than transactions that are set forth under “Transactions Under Company Plans” or transactions pursuant to a Rule 10b5-1 Plan), all members of the Board, executive officers and other employees, consultants and contractors, including agents, of the Company, owners of 10% or more of the Company’s voting securities (including securities which are issuable within the next sixty days), and anyone who possesses or has access to material, non-public information (inside information) (collectively, “Reporting Insiders”) must request and obtain pre-clearance of such transaction from the Chief Executive Officer, and provide the Pre-clearance Request Form, attached hereto as Exhibit A, to the Chief Executive Officer. No transaction may be conducted in securities of the Company until the requesting Reporting Insider has received the approved Pre-clearance Request Form back from the Chief Executive Officer. In the case of the Chief Executive Officer pre-clearance of such transaction must be requested and obtained from the Chief Financial Officer of the Company.
This pre-clearance procedure has been established to provide assistance in preventing inadvertent violations of applicable securities laws, to avoid the appearance of impropriety in connection with the purchase and sale of the Company securities, and to ensure timely compliance with the strict time requirements for insider reporting that must be filed electronically through the “System for Electronic Disclosure by Insiders” (“SEDI”) and the beneficial ownership reports on Schedules 13D and 13G that must be filed electronically through the “Electronic Data Gathering, Analysis, and Retrieval system” (“EDGAR”). Filing of insider reports is the responsibility of each Reporting Insider. However, the Company will provide advice and assistance with respect to those filings.
A request for pre-clearance should be submitted to the Chief Executive Officer two (2) business days in advance of the proposed transaction. The Chief Executive Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. The Chief Executive Officer shall act in good faith when determining whether to approve a transaction submitted for pre-clearance. If a person seeks pre-clearance and permission to engage in the transaction is denied, then that person should refrain from initiating any transaction in Company securities, and should not inform any other person of the restriction.
When a request for pre-clearance is made, the requestor should carefully consider and disclose to the Chief Executive Officer whether the requestor may be aware of any material nonpublic information about the Company.
Blackout Periods
All Board members, executive officers and other employees of the Company are subject to the following blackout procedures. The blackout periods apply to trading in the Company’s securities.
Quarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Therefore, to avoid even the appearance of trading on the basis of material nonpublic information, you may
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not trade in the Company’s securities during the period beginning on the seventh day prior to the end of the third month of a fiscal quarter and ending at the close of trading on the second trading day following the Company’s issuance of its quarterly earnings release. Persons subject to these quarterly blackout periods include all Board members, executive officers and all other employees of the Company.
Interim Material Information. The Company may on occasion issue potentially material information by means of a press release, SEDAR filing, SEC filing or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market.
Event-specific Blackout Periods. From time to time, an event may occur that is material to the Company and is known by only a few Board members or executive officers. So long as the event remains material and nonpublic, Board members, executive officers, and other Company employees may not trade in the Company’s securities. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the Company to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information.
Exceptions. The quarterly trading restrictions and event-driven trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchase or Sale.” Further, the requirement for pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.”
Post-Termination Transactions. If you are aware of material nonpublic information when you terminate service as a Board member, executive officer or other employee of the Company, you may not trade in the Company securities until that information has become public or is no longer material. In all other respects, the procedures set forth in this Policy will cease to apply to your transactions in Company securities upon the expiration of any blackout period that is applicable to your transactions at the time of your termination of service.
Options Exercises
Directors, executive officers and other employees of the Company are prohibited from trading or exercising options during a blackout period or if the option holder is in possession of any material non-public information concerning the Company or its subsidiaries. If permitted under the Company’s equity plans, if the expiration date of an option would otherwise fall within a blackout period, the expiration date of an option can be extended to no later than ten (10) business days after the expiry of the blackout period.
Prohibited Transactions Applicable to Members of the Board, Executive Officers and Other Company Employees
The Company considers it improper and inappropriate for any Board member, executive officer or Company employee to engage in short-term or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead to inadvertent violations of the insider trading laws. Accordingly, your trading in Company securities is subject to the following additional guidelines.
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Short Sales. Short sales (sales of securities that are not yet owned) of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, you may not engage in short sales of the Company’s securities.
Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s share price and therefore creates the appearance that the Board member, executive officer or other Company employee is trading based on inside information. Transactions in options also may focus attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, you may not effect transactions in puts, calls or other derivative securities.
Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a person to lock in much of the value of his or her share holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the individuals to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as the Company’s other shareholders. Therefore, you are prohibited from engaging in any such transactions.
Pledging Policy Applicable to Board Members, Executive Officers and Other Company Employees
Securities held in a margin account can present problems if the individual does not have sufficient funds to meet a margin call and the securities are sold by the broker. Because such a sale may occur at a time when the individual is in possession of material non-public information or when otherwise not permitted to trade in the Company’s securities, Board members, executive officers and other Company employees may not hold the Company’s securities in a margin account or otherwise pledge the Company’s securities as collateral for a loan, except with the prior approval of the Chief Executive Officer, which shall be made in good faith.
Rule 10b5-1 Plans
Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company securities may be purchased or sold without regard to certain insider trading restrictions. To comply with this Policy, a Rule 10b5-1 Plan must be approved by the Chief Executive Officer.
In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information, be binding upon the insider and be in writing, provide that the person may not have any authority to subsequently influence how, when or whether a purchase or sale is consummated, and specify the amount, pricing and timing of transactions in advance. A Rule 10b5-1 Plan may not be entered into during a quarterly blackout period.
Any Rule 10b5-1 Plan to be entered into by a Board member, executive officer or other Company employee must be submitted for approval by the Chief Executive Officer prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required. Trading under any Rule 10b5-1 Plan may not begin until at least 30 days (or, if the employee is a Reporting Insider or certain other executives of the Company, 120 days) after the date that the plan is executed.
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Company Assistance
Any person who has a question about this memorandum or its application to any proposed transaction may obtain additional guidance from the Company’s Chief Executive Officer.
Certifications
All Board members, executive officers and other employees subject to the procedures set forth in this Addendum may be asked periodically to certify their compliance with this Policy.
Approved by the Board of Directors of the Company on [*]
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EXHIBIT A
PRE-CLEARANCE REQUEST FORM
To: Snow Lake Resources Ltd. (the “Company”)
Chief Executive Officer
From: _________________________
Re: Proposed transaction in the Company’s Securities
This is to advise you that the undersigned intends to execute a transaction in the Company’s securities on ___________ _____, 20_____ and thereafter until the trading window shall close and does hereby request that the Company pre-clear the transaction as required by the Company’s Stock Trading Policy (the “Policy”).
The general nature of the transaction is as follows (i.e. open market purchase of 10,000 shares of common shares through NASDAQ, privately negotiated sale of warrants for the purchase of 5,000 common shares, etc.):
_____________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
The undersigned is not in possession of material non-public information about the Company and will not enter into the transaction if the undersigned comes into possession of material non-public information about the Company between the date hereof and the proposed trade execution date.
The undersigned has read and understands the Policy and certifies that the above proposed transaction will not violate the Policy. The undersigned agrees to advise the Company promptly if, as a result of future developments, any of the foregoing information becomes inaccurate or incomplete in any respect. The undersigned understands that the Company may require additional information about the transaction, and agrees to provide such information upon request.
Very truly yours,
By:_______________
Name:
Title:
Date:
Approved:
By:_______________
Name:
Title:
Date:
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Certification Pursuant to Rule 13a-14(a) of the Exchange Act
I, Frank Wheatley, certify that:
1. I have reviewed this 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: October 29, 2024
By: | /s/ Frank Wheatley |
|
| Name: Frank Wheatley |
|
| Title: Chief Executive Officer |
|
Certification Pursuant to Rule 13a-14(a) of the Exchange Act
I, Kyle Nazareth, certify that:
1. I have reviewed this 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: October 29, 2024
By: | /s/ Kyle Nazareth |
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| Name: Kyle Nazareth |
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| Title: Interim Chief Financial Officer |
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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:
The Annual Report on Form 20-F for the year ended June 30, 2024 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.
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Date: October 29, 2024 |
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By: | /s/ Frank Wheatley |
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| Name: Frank Wheatley |
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| Title: Chief Executive Officer (Principal Executive Officer) |
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Date: October 29, 2024
By: | /s/ Kyle Nazareth |
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| Name: Kyle Nazareth |
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| Title: Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
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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 29, 2024, relating to the consolidated financial statements of Snow Lake Resources Ltd., which appears in this annual report on Form 20-F.
Date: October 29, 2024
/s/ De Visser Gray LLP
De Visser Gray LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
SNOW LAKE RESOURCES LTD.
POLICY REGARDING RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
The following is the policy of Snow Lake Resources Ltd. (the “Company”) regarding the recovery of incentive compensation erroneously awarded (the “Policy”) to Covered Persons as a result of erroneous financial measures that are restated. This policy is intended to comply with Rule 5608 of the Nasdaq Marketplace Rules (“Rule 5608”) and Securities and Exchange Commission (“SEC”) Rule 10D-1.
1.The Policy
It is the policy of the Company that if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will recover reasonably promptly from each Covered Person all Erroneously Awarded Compensation the Covered Person received during the Applicable Recovery Period due to the error in calculating Financial Reporting Measures that resulted in the restatement.
This Policy will apply to all Incentive-based compensation received by a person (a) after the person begins service as an Executive Officer or otherwise is designated by the Committee as a Covered Person (b) who served as an Executive Officer, or otherwise was a Covered Person, during the performance period for that Incentive-Based Compensation, (c) while the Company has a class of securities listed on the Nasdaq Stock Market LLC (“Nasdaq”) or any other national securities exchange or a national securities association, and (d) during the Applicable Recovery Period.
2.Defined Terms
When used in, or with regard to, this Policy, the following terms will have the meanings given to them in Rule 5608 (with all references to the issuer being to the Company):
Executive OfficerIncentive-Based Compensation
Financial Reporting MeasuresReceived
In addition, when used in, or with regard to, this Policy, the following terms will have the following meanings:
“Applicable Recovery Period” means, with respect to a Material Restatement, the three completed fiscal years immediately preceding the Restatement Date of that Material Restatement (including as a fiscal year any transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of between nine and twelve months due to the Company’s changing its fiscal year within or immediately following the aforementioned three completed fiscal years). The Company’s obligation to recover Erroneously Awarded Compensation will not be dependent on if or when the restated financial statements are filed.
“Committee” means the Compensation Committee of the Company’s Board of Directors.
“Covered Person” means an executive officer of the Company and any other person designated by the Committee to be a Covered Person during a specified period.
“Erroneously Awarded Compensation” means, with respect to a Material Restatement, the amount of Incentive-Based Compensation Received by a Covered Person during the Applicable Recovery Period in excess of the amount that would have been received by that Covered Person if the Incentive-Based Compensation had been determined based on the restated amounts determined following the Material Restatement, computed without respect to any taxes paid (i.e. without consideration of any withholding or other taxes paid when the Incentive-Based Compensation was awarded or issued). If the Incentive- Based Compensation is based on stock price or total shareholder return and the Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, it will be based on a reasonable estimate of the effect of the Material Restatement on the stock price or total shareholder return on which the Incentive-Based Compensation was received.
“Material Restatement” means an accounting restatement of previously issued financial statements of the Company due to the Company’s material noncompliance with a financial requirement under the securities laws.
“Restatement Date” means, with respect to a Material Restatement, the earlier of (i) the date the Company’s Board, a Committee of the Company’s Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare the Material Restatement, or (ii) the date a court, regulator or other legally authorized body, directs the Company to prepare the Material Restatement.
3.Exception to Policy
The Company may elect not to seek to recover Erroneously Awarded Compensation from a Covered Person if the Committee determines that recovery would be impractical and one or more of the following conditions is met: (i) the direct expense paid to a third party for assistance in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover the Erroneously Awarded Compensation, documented such reasonable attempt to recover, and provided that documentation to Nasdaq (ii) recovery would cause the Company to violate a law of Canada or a province of Canada that was adopted prior to November 28, 2022, and the Company obtains, and provides to Nasdaq, an opinion of Canadian counsel acceptable to Nasdaq that recovery would result in a violation of a law of Canada or a province of Canada, or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
4.No Indemnification
The Company is prohibited from indemnifying any Covered Person or former Covered Person against the loss of Erroneously Awarded Compensation. No Covered Person will be entitled to indemnification from the Company or any of its subsidiaries for any costs of defending against a claim by the Company for Erroneously Received Compensation.
5.Enforcement of Policy
The Committee will determine the steps the Company should take to recover Erroneously Awarded Compensation, provided that the Committee will not determine not to proceed against a Covered Person who received Erroneously Paid Compensation, unless it has received written advice from counsel to the effect that it is more likely than not that if the Company attempts to recover Erroneously Awarded Compensation, the effort will not result in a material net recovery by the Company (whether because of doubts regarding the Company’s right to recover the Erroneously Awarded Compensation or because of doubts about the Covered Person’s financial ability to return the Erroneously Awarded Compensation).
No Covered Person will be entitled to indemnification from the Company or any of its subsidiaries for any costs of defending against a claim by the Company for Erroneously Received Compensation.
6.Rights against Covered Persons
Every employee of the Company or any of its subsidiaries who is, or becomes, a Covered Person, will be deemed by accepting Incentive-Based Compensation to agree that that Incentive-Based Compensation is received, and will be held by the Covered Person, subject to this Policy, and that this Policy may be enforced to recover Erroneously Awarded Compensation from the Covered Person.
7.Administration and Interpretation
The Committee will be responsible for all decisions regarding the application and interpretation of this Policy. However, in interpreting this Policy, the Committee will do so in a manner that is, to the fullest extent practicable, consistent with SEC Rule 10D-1 and Rule 5608 of the Nasdaq Marketplace Rules.
8.Maintaining Records
The Company will be responsible for maintaining documentation of the determination of the reasonable estimate as detailed under the definition of “Erroneously Awarded Compensation" and provide such documentation to Nasdaq.
The Company will also be responsible for filing all disclosures with respect to such recovery policy in accordance with the requirements of the Federal securities laws, including the disclosure required by the applicable SEC filings.
9.Review
The Committee shall be responsible for administering this Policy. The Committee shall review this Policy periodically and recommend appropriate changes to the Board of Directors of the Company.
Approved by the Board of Directors on [*]