Frontier Nuclear & Minerals Inc 20-F for FY2025
Frontier Nuclear & Minerals Inc. (FNUC)
About this 20-F
Frontier Nuclear & Minerals Inc filed this 20-F on October 31, 2025, covering the fiscal year ended June 30, 2025 (FY2025).
Headline figures
Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 15.99M CAD
- compared with a net loss of 6.85M CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
OR
For
the fiscal year ended
OR
For the transition period from __________ to _________
OR
Date of event requiring this shell company report __________
Commission
file number
(Exact name of the Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Executive Officer
Tel: (204) 815-5806
Email:
(Name,
Telephone, E-mail and/or
Facsimile number and Address
of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
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: Common Shares, no par value per share, as of June 30, 2025.
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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☐ No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒
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☐ 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 | ☒
|
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:
| ☐ U.S. 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).
| ☐ Yes |
Annual Report on Form 20-F
Year Ended June 30, 2025
TABLE OF CONTENTS
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), and, where appropriate, its consolidated 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 “US$” or “U.S. dollars” are to the legal currency of the United States, and references to “C$” or “Canadian dollars” are to the legal currency of Canada.
Our reporting currency and functional currency is the Canadian dollar. Our financial statements are denominated in Canadian dollars and presented in Canadian dollars. 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 daily average exchange rate on June 30, 2025 of C$1.3643 per US$1.00, as reported by the Bank of Canada. All references to the daily average exchange rate in this Annual Report are in reference to such rate as reported by the Bank of Canada. 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 following table sets forth, for each of the periods indicated, the high, low and average exchange rates, and the exchange rate at the end of the period, for US$1.00 into the Canadian dollar equivalent, based on the indicative exchange rate as reported by the Bank of Canada:
| Year Ended June 30, | |||
| 2025 | 2024 | 2023 | |
| High | C$1.4603 | C$1.3875 | C$1.3856 |
| Low | C$1.3460 | C$1.3128 | C$1.2753 |
| Average | C$1.3954 | C$1.3551 | C$1.3397 |
| Rate at end of period | C$1.3643 | C$1.3687 | C$1.3240 |
On October 30, 2025, the daily average exchange rate for Canadian dollars in terms of U.S. dollars as reported by the Bank of Canada was C$0.7149 per US$1.00.
The audited consolidated financial statements and notes thereto as of and for fiscal years 2025, 2024 and 2023 included 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 Reverse Stock Split
On May 2, 2025, we effected a one-for-thirteen (1-for-13) reverse stock split of our common shares, or the Reverse Stock Split, pursuant to which our shareholders received one issued and outstanding post-Reverse Stock Split common share in exchange for 13 outstanding pre-Reverse Stock Split common shares. Unless otherwise noted, all share and per share information and data in this Annual Report have been retroactively adjusted to reflect the Reverse Stock Split.
1
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 plans, 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 development program cost estimates; |
| ● | expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations; |
| ● | expectations regarding the benefits of acquisitions and other investments; |
| ● | receipt and timing of exploration and development permits and other third-party approvals; |
| ● | government regulation of mineral exploration and development operations; |
| ● | expectations regarding any social or local community issues that may affect 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 “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate, “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” 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.
The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements are made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws.
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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 securities. 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 securities 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 revenue. |
| ● | All of our current mineral projects are now in the exploration stage and there can be no assurance that any 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. |
3
| ● | We have no history of uranium extraction and sales. Our ability to generate revenue is subject to a number of factors, any one of which 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 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. |
| ● | 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. |
| ● | Mineral resources or reserves may be significantly lower than expected. |
| ● | 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. |
| ● | Some of our projects may face indigenous land claims. |
| ● | Volatility in prices and demand may require us to abandon, reduce or delay certain projects. |
| ● | 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, state 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. |
| ● | 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 securities. |
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 revenue.
We were formed in May 2018 and we have not yet begun commercial production. Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. To date, we have not generated any revenue. We have incurred significant losses since our inception. For the years ended June 30, 2025 and 2024, we incurred net losses of C$16.0 million (approximately US$11.7 million) and C$6.9 million (approximately US$5.0 million, based on the daily average exchange rate on June 28, 2024), respectively. As of June 30, 2025, we had an accumulated deficit of C$42.5 million (approximately US$31.2 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.
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All of our current projects are at the exploration stage, and are subject to the substantial risks and uncertainties discussed in this “Risk Factors” section and elsewhere in this Annual Report. There is no guarantee that any exploration efforts with respect to such projects will result in 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 current mineral projects are now in the exploration stage and there can be no assurance that any exploration efforts will result in commercial development of mineral ore or deposits.
All of our current mineral projects are at the exploration stage and there is no guarantee that any exploration efforts will result in commercial production of mineral ore or deposits.
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 any planned exploration programs 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 ore or deposits. There is also no assurance that, even if commercial quantities of ore or deposits 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, 2025, we had cash of C$17.8 million (approximately US$13.0 million). Additional funding will be needed to implement our business plans that includes various expenses such as continuing our exploration and development 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 plans 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.
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 and development 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 exploration and development efforts or cease operations. Any of these factors could harm our business.
We have no history of mineral production.
We are an exploration stage company and we have no history of mining mineral products. 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.
5
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; 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 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 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 the Pine Ridge Uranium Project (as defined herein), 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 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 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.
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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, 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, provincial, 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, development, pre-extraction programs and mining activities are also subject to stringent environmental protection laws and regulations at the international, federal, provincial, 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 at all or in a timely manner.
Furthermore, the aforementioned 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.
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.
A nuclear incident occurred in Japan in March 2011 which 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 our 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.
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, development 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 uranium and other critical minerals, 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 legal liability. Although we expect that adequate precautions to minimize risks 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 exploration or development programs will result in a profitable commercial mining operation. 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 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 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.
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Our exploration projects have no operating history upon which to base estimates of future capital and operating costs. 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 our projects 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 be completed 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; |
| ● | 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 other critical minerals; |
| ● | unavailability, shortages or delays in obtaining critical mining and processing equipment and other exploration services; |
| ● | 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 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.
9
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 desired 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 legal liabilities. Moreover, these factors may result in a mineral deposit which has been mined profitably in the past to become unprofitable. The foregoing are also applicable to sites not yet in production and to expanded operations. Successful mining operations will be reliant upon the availability of processing and refining facilities and secure transportation infrastructure at a rate 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 operations, assuming our exploration efforts will be successful, we may need to construct and support the construction of infrastructure, which may include 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. 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.
Mineral resources or reserves may be significantly lower than expected.
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 the course of our exploration efforts, we may, in the future, provide estimates of mineral resources and reserves. Estimates of mineral resources and reserves are inherently uncertain and are based on limited sampling, geological interpretations, and a number of assumptions relating to geological, technical, and economic parameters. As a result, actual mineralization or grades encountered, and the economic viability of mining a deposit, may differ materially from any estimates. There can be no assurance that any mineral resource or reserve estimates we disclose will be accurate or that any tonnages, grades or recoveries we anticipate will be realized.
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In addition, fluctuations in commodity prices, changes in cut-off grades, recovery rates, operating costs, or metallurgical and mining factors may render certain mineral resources or reserves uneconomic. As further drilling or analysis is conducted, or as market conditions change, resource and reserve estimates may require revision. Such revisions could result in lower estimates of mineral resources or reserves, which may materially affect the economic feasibility of the applicable project and could lead to asset write-downs or the cessation of operations.
Any subsequent material reduction in any estimated mineral resources or reserves we provide could adversely affect our business, financial condition, and results of operations and could result in decreased investor confidence in our disclosures and valuation.
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 operations. 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 in this Annual Report do not give effect to any adjustments relating to the carrying values of assets and liabilities and reported revenues and expenses, and classifications of statements of financial position that would be necessary if we were unable to realize our assets and settle our liabilities as a going concern in the normal course of operations.
Some of our projects may face indigenous land claims.
Some of our projects may 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 affected projects 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 affected projects. 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 any such affected projects.
Volatility in prices and demand may require us to abandon, reduce or delay certain projects.
Previously, our sole material property was our Snow Lake Lithium™ Project , a lithium project. Due to depression in the lithium market and weak demand for lithium, we pivoted away from such project. We cannot assure you that similar or other circumstances will not force us to abandon, reduce or delay any of our current or future projects. Our business is significantly affected by fluctuations in the prices and demand for the minerals we intend to produce. Mineral prices are influenced by numerous factors beyond our control, including global economic conditions (including market expectations for inflation and interest rates), the pace of nuclear energy deployment, geopolitical events, technological developments, government policies on energy transition and resource security, global supply and demand dynamics, currency exchange rate fluctuations, and actions taken by major producing or consuming nations.
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Sustained periods of low prices or weakened demand may result in lower returns on investment, and the deferral or cancellation of capital expenditures and exploration activities. Even temporary price volatility can disrupt project planning and financing activities, leading us to reassess or delay exploration, development, or expansion initiatives. In some circumstances, we may determine that certain projects are no longer economically viable and may be required to write down related assets or abandon the projects entirely.
Conversely, prolonged periods of high prices can also create challenges, including cost inflation, supply constraints for key inputs, and increased competition for labor and equipment, which may adversely affect project schedules. Any material delays, cancellations, or reductions in our projects due to price or demand volatility could have a material adverse effect on our business, financial condition and results of operations.
Government policy developments and regulatory changes can further exacerbate price and demand volatility. For example changes in nuclear energy policies, uranium trade restrictions, critical mineral classification frameworks, export controls, and environmental permitting regimes in key markets could materially affect global supply and demand dynamics. Shifts in such policies may delay the development of projects, restrict access to end markets, or alter incentives for investment in critical supply chains. Any such regulatory or policy changes could adversely impact the economic viability of our current or future projects, and our ability to advance our business strategy.
As a non-revenue generating company, we are dependent upon the capital markets to raise financing to fund our exploration activities. Depression in the market for any of the minerals we focus on could suppress investor interest in our projects related to such minerals, thereby limiting our ability to raise financing to explore such projects.
There can be no guarantee that our interests in our mineral resource projects are free from any title defects.
We take all reasonable steps to ensure we have proper title to our projects. 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 our detriment 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 and development 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 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.
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Failure to comply with federal, provincial, state 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.
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 United States generally accepted accounting principles.
We report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted accounting principles, or U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.
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Our assets and operations are subject to economic, geopolitical and other uncertainties.
Economic, geopolitical and other uncertainties may negatively affect our business. Economic conditions globally are beyond our control. In addition, the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect both local and global economies. Downturns in the economy or geopolitical uncertainties may cause us to delay or cancel projects, which could have a material adverse effect on our business, results of operations and financial condition.
Our operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights, could result in loss, reduction or expropriation of entitlements.
In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of 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 securities.
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 critical minerals 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. We may not be unable to successfully compete for financing or for qualified employees or we may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition, results of operations and future prospects as well as our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.
Our executive officers are engaged in other business activities and, accordingly, may not devote sufficient time to our business affairs, which may affect our ability to conduct operations.
Our Chief Executive Officer is an employee and devotes substantially all of his time to our business. Some of our other executive officers are engaged as consultants under independent contractor agreements rather than as employees and, as such, they have been and are involved in other business activities and have consulting clients in addition to working for us. Although we expect that as our business operations ramp up such executive officers will devote substantially all of their time to our business, as a result of the other business endeavors that they are currently engaged in, such executive officers may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations. In addition, management of our company may be periodically interrupted or delayed as a result of these officers’ other business interests.
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We may be subject to potential conflicts of interest.
We may be subject to potential conflicts of interests, as certain directors of our company are, and may continue to be, engaged in the mining industry through their participation in corporations, partnerships or joint ventures, which are potential competitors of our company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of our company. Our directors and officers with conflicts of interest will be subject to the procedures set out under applicable laws 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.
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.
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We may not be able to achieve the expected benefits of recent acquisitions and investments and our assessment and estimates of the projects involved in such acquisitions and investments may prove to be incorrect.
We may not be able to achieve the expected benefits of our recent acquisitions and investments, and there can be no assurance that any of such acquisitions and investments will be beneficial to us. Our assessment and estimates of the properties involved in such acquisitions and investments have been limited and may prove to be incorrect. Our assessment may not have revealed all existing or potential problems. We have assumed risks that some or all of such properties may not perform in accordance with our expectations, and we may be left with no recourse for liabilities and other problems associated with some or all of such properties.
The market price of our securities may decline as a result of such acquisitions and investments if, among other things, some or all of the properties involved are not successfully developed or if the liabilities, expenses, defects, or transaction costs related to some or all of such properties are greater than expected. The market price of our securities may also decline if we do not achieve the perceived benefits of some or all of such acquisitions and investments as rapidly or to the extent anticipated by us or by securities market participants or if the effect of some or all of such acquisitions and investments on our business, results of operations or financial condition or prospects is not consistent with our expectations or those of securities market participants.
We may acquire other businesses or form joint ventures or make investments in other companies that could negatively affect our operating results, dilute our shareholders’ ownership, increase our debt or cause us to incur significant expense.
We may, in the future, pursue acquisitions of businesses and assets. We also may pursue joint ventures or investments. We have little experience forming joint ventures and limited experience investing in or acquiring other companies. We may not be able to find suitable joint ventures, investment or acquisition candidates, and we may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we may not be able to integrate the acquired company successfully into our existing business, and we could assume unknown or contingent liabilities, including regulatory violations. Any future acquisitions or investments also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a material adverse effect on our financial condition, results of operations and cash flows. Integration of an acquired company also may disrupt ongoing operations and require management resources that we would otherwise focus on developing our existing business. We may experience losses related to investments in other companies, which could have a material negative effect on our results of operations and financial condition. We may not realize the anticipated benefits of any acquisition, technology license, collaboration or joint venture.
To finance any acquisitions or joint ventures, we may choose to issue our common shares, and/or securities convertible into or exercisable for our common shares, as consideration, which would dilute the ownership of our shareholders. Additional funds may not be available on terms that are favorable to us, or at all.
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 in this Annual 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.
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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 we 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 our management and could force us to pay substantial legal fees. Any conclusion of these matters in a manner adverse to us could have a material adverse effect on our business, results of operation, financial condition and cash flows. For example, we may be required to pay substantial damages, incur payments of fines and penalties, suffer a significant adverse impact on our reputation, and management’s attention and resources may be diverted from other priorities, including the execution of business plans and strategies that are important to our ability to grow our business, any of which could have a material adverse effect on our business. If we do not have sufficient funds to settle or pay any damages and costs with respect to any lawsuits, this would have a material adverse effect on our business, financial condition and results of operation.
Land reclamation requirements may be burdensome.
Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.
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. These costs are expected to increase further once we cease to qualify as an emerging growth 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 U.S. 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; |
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| ● | comply with the 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 require us 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 has resulted, and will continue to result, in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could continue to have a material adverse effect on our business, financial condition and results of operations.
We currently qualify as 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, and are therefore permitted to take advantage of certain reduced reporting requirements and other exemptions from obligations applicable to larger public companies. When we cease to qualify as an emerging growth company, we will become subject to additional reporting and compliance requirements that will increase our costs and the demands on our resources. The additional obligations of being a fully reporting public company may require us to hire additional personnel, engage additional outside advisors, and devote greater management attention to compliance, all of which could increase our operating expenses and adversely affect our business, financial condition and results of operations.
We also currently qualify as a “foreign private issuer” under SEC rules, which allows us to file our annual reports on Form 20-F, to follow certain of our home country’s corporate governance practices in lieu of certain U.S. requirements, and to benefit from reduced reporting obligations compared to U.S. domestic issuers. If we were to lose our status as a foreign private issuer, we would be required to comply with the more extensive periodic reporting requirements applicable to U.S. domestic issuers, including the obligation to file quarterly reports on Form 10-Q and current reports on Form 8-K, to prepare financial statements in accordance with U.S. GAAP rather than IFRS as issued by the IASB, and to comply fully with the proxy solicitation rules and certain executive compensation disclosure requirements of the SEC. The loss of foreign private issuer status would significantly increase our regulatory and compliance costs and the demands placed on our management and administrative resources, which could have a material adverse effect on our business, financial condition and results of operations.
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Furthermore, pursuing these opportunities may divert management’s attention and resources from our core business activities, expose us to unforeseen liabilities, or result in conflicts of interest.
Risks Related to Ownership of Our Securities
Risks and uncertainties related to our securities include, but are not limited to, the following:
The adoption and implementation of our shareholder rights plan could lead to, among other adverse effects, dilution of shareholder value and negative market perception. Our shareholder rights plan could also deter acquisitions that may otherwise be beneficial to our shareholders.
On March 10, 2025, our board of directors adopted our shareholder rights plan (commonly referred to as a “Poison Pill”), or the Rights Plan, with an effective date of March 31, 2025. Our shareholders ratified the Rights Plan at our 2025 annual general and special meeting of our shareholders held on May 8, 2025. The Rights Plan could lead to significant dilution of our outstanding shares in the event of a triggering acquisition. This dilution could negatively impact the value of existing shares and reduce earnings per share for current shareholders. Any potential acquirer could face substantial dilution as well, which could make it more difficult or costly for them to acquire a controlling interest in us. Further, the existence of the Rights Plan could be perceived by the market or potential investors as a defensive tactic to entrench current management and prevent beneficial acquisitions. This perception could negatively impact the market price of our securities or affect our reputation with investors, potentially resulting in reduced investor interest or a decline in the price of our securities. In addition, the Rights Plan could deter potential acquirers or strategic partners from pursuing acquisition opportunities, joint ventures, or other forms of strategic collaboration. This could limit our ability to engage in transactions that may otherwise be in our best interest or the best interests of our shareholders. The Rights Plan also grants substantial discretion to our board of directors to determine whether to trigger the Rights Plan. While our board of directors is expected to act in our and our shareholders’ best interests, there is a risk that such discretion could be perceived as self-serving, especially if our board of directors blocks a legitimate acquisition offer to protect its own position. This could lead to shareholder dissatisfaction or legal challenges.
We may not be able to maintain a listing of our common shares on Nasdaq.
Our common shares are listed on Nasdaq, which requires us to 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.
We have, in the past, received notifications from Nasdaq that we were not in compliance with Nasdaq’s minimum bid requirements, due to the minimum bid price of our common shares having been below US$1.00 per share for 30 consecutive business days. Although we regained compliance on each such occasion, 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 also significantly impair our ability to raise capital and the value of your investment.
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The market prices for securities of mining companies, including our securities, historically have been and may continue to be volatile.
The market prices for securities of mining companies, including our securities, historically have been and may continue to be volatile. Future developments concerning us or our industry, including downward fluctuations in the price of uranium or lithium, may have a significant impact on the market price of our securities.
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 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 securities of companies in ways that are unrelated to the operating performance of such companies. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of our securities.
Factors that may cause our securities to fluctuate include, without limitation:
| ● | actual or anticipated variations in our operating results; |
| ● | increases in market interest rates that lead investors of our securities 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 other critical minerals; |
| ● | 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; |
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| ● | 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.
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 of directors 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 the sole source of gain for investors in our common shares 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 some of our operations outside the United States and some 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 some of our assets, and substantially all the assets of our directors and officers and certain of the 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 U.S. 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.
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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases, distributed pursuant to the rules and regulations of Nasdaq press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be 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 Securities Act, as modified by 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.
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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 securities 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 our fiscal year; (iii) does not require us to have a nominating/corporate governance committee composed entirely of independent directors; and (iv) does not require us to have a compensation committee composed entirely of independent directors. Consequently, we are exempt from independent director requirements of Rule 5605(d) and Rule 5605(e) of Nasdaq’s 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.
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.
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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 we conduct or borrowings we make which 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.
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ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company.
Our Corporate History
Snow Lake Resources Ltd. was 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 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 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 our Snow Lake Lithium™ Project, an exploration stage project that was previously our sole material property but we no longer consider material.
Global Uranium Acquisition Corp Pty Ltd. is a private Australian asset holding company, incorporated on March 22, 2024.
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, a Namibian private company that holds EPL-5887. EPL-5887 hosts our Engo Valley Uranium Project.
Snow Lake Exploration (US) Ltd., was incorporated in Delaware on April 2, 2024, and is an asset holding company that holds our interest in Engo Valley Pty Ltd.
Snow Lake Investments (US) Ltd. was incorporated in Delaware on April 2, 2024, and holds our interest in Kadmos Energy Services LLC, a recently-formed nuclear energy company dedicated to the design and deployment of small modular reactors.
We also hold investments in a number of public companies with critical mineral assets.
Corporate Information
Our corporate address is 360 Main St., 30th Floor, Winnipeg, Manitoba 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, Manitoba 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 securities. We have included our website address in this Annual Report solely as an inactive textual reference.
Recent Developments
Acquisition of Interest in the Engo Valley Uranium Project
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.
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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 155,730 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$0.12.84). In accordance with the terms of the share purchase agreement, 50% of the First Stage Shares 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. |
| (ii) | We acquired 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. |
Having acquired the Second Stage Interest, we are now 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 79,302 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 Nasdaq (which was US$0.12.61); 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 79,302 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 (which was US$0.12.61).
The foregoing description of the material terms of the share purchase agreement is qualified in its entirety by reference to the share purchase agreement, which is incorporated by reference as an exhibit to this Annual Report.
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On February 13, 2025, we announced the successful completion of our Phase 1 drill program at the Engo Valley Uranium Project. The Phase 1 drill program consisted of 1,570 meters of drilling in 20 reverse circulation drill holes, with downhole radiometrics completed on each drill hole. Our Phase 2 drill program at the Engo Valley Uranium Project is currently underway, and is planned to consist of up to 7,500 meters of a combination of reverse circulation and diamond drilling, and is designed to provide a drill database sufficient to calculate a maiden uranium mineral resource estimate in accordance with SK-1300. On June 18, 2025, we announced the completion of the first segment of our Phase 2 drill program at the Engo Valley Uranium Project, and the commencement of the diamond drilling segment of our Phase 2 drill program at the Engo Valley Uranium Project.
We do not consider the Engo Valley Uranium Project material at this time.
Termination of Letter of Intent for the Buffalo Uranium Project
On February 18, 2025, we entered into a binding letter of intent to acquire Bazooka Resources Pty Ltd., a private Australian company which then held an exclusive option to acquire a 100% interest in the Buffalo Uranium Project, an exploration stage uranium project located in Wyoming. We subsequently made the determination to terminate the binding letter of intent.
Relinquishment of Interest in the Black Lake Uranium Project
On
June 21, 2024, we acquired Global Uranium Acquisition Corp (Pty) Ltd, a private Australian company, or Global Uranium, pursuant
to a share purchase agreement among us, Global Uranium and the shareholders of Global Uranium. Global Uranium was party to a mineral
property option agreement with Doctors Investment Group Ltd., a private British Columbia company and the sole registered and beneficial
owner of 100% of the right, title and interest in the mineral claims comprising the Black Lake Uranium Project, an exploration
stage project located in the Athabasca Basin, Saskatchewan, Canada. Pursuant to mineral property option agreement, Global Uranium
could earn a 100% interest in the Black Lake Uranium Project upon the satisfaction of certain conditions consisting of cash payments
and exploration expenditures.
We did not consider the Black Lake Uranium Project material.
On March 24, 2025, we relinquished all our interests in the Black Lake Uranium Project.
August 2024 ATM Offering
On August 22, 2024, we entered into an ATM Sales Agreement with ThinkEquity LLC, as sales agent, pursuant to which we could offer and sell up to US$1,000,000 of our common shares, or the August 2024 ATM Offering. The ATM Sales Agreement was amended to increase the amount of common shares we could sell pursuant to the ATM Offering to US$2,900,000. The August 2024 ATM Offering was concluded in [●] 2025. During the year ended June 30, 2025, we sold a total of 1,009,919 common shares pursuant to the August 2024 ATM Offering for aggregate gross proceeds of US$2,897,622, before placement agent fees and offering expenses.
December 2024 Best Efforts Public Offerings
On December 20, 2024, we closed a best-efforts public offering pursuant to which we sold an aggregate of 1,211,538 common shares at a public offering price of US$5.33 per share, for gross proceeds of approximately US$6.46 million, before placement agent fees and offering expenses.
On December 31, 2024, we closed a best-efforts public offering pursuant to which we sold an aggregate of 1,442,307 common shares at a public offering price of US$10.40 per share, for gross proceeds of approximately US$15.0 million before placement agent fees and offering expenses.
January 2025 Best Efforts Public Offering
On January 27, 2025, we closed a best-efforts public offering pursuant to which we sold an aggregate of 1,230,769 common shares at a public offering price of US$13.00 per share, for gross proceeds of US$16.0 million, before placement agent fees and offering expenses.
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April 2025 ATM Offering
On April 17, 2025, we entered into an ATM Sales Agreement with ThinkEquity LLC, as sales agent, pursuant to which we could offer and sell up to US$50,000,000 of our common shares, or the April 2025 ATM Offering. To date, we have sold a total of 7,685,923 common shares pursuant to the April 2025 ATM Offering for aggregate gross proceeds of US$40,033,249, before placement agent fees and offering expenses.
Entry into Binding Term Sheet
We entered into a binding term sheet with Free Battery Metal Limited (formerly, Titus Energy Corp.), or Free Battery, effective January 10, 2025, pursuant to which we can earn up to an 80% interest in Free Battery’s Mound Lake Property. A definitive agreement has not been executed as of the date of this Annual Report. We do not consider the Mound Lake Property material, and cannot provide assurance that a definitive agreement will be executed.
Acquisition of interest in the Pine Ridge Uranium Project
On March 12, 2025, we announced that we had entered into a 50/50 joint venture, or the Joint Venture, with Global Uranium and Enrichment Limited, an Australian public listed company, or GUE (ASX:GUE), to acquire 100% of the Pine Ridge Uranium Project, an exploration project located in Wyoming, United States. We also announced that we would become a cornerstone investor in GUE through the acquisition of a 19.99% interest in GUE.
Powder River Basin LLC, a limited liability company 50% owned by Usuran Resources Inc, a wholly owned subsidiary of GUE, and 50% owned by Snow Lake Exploration (US) Ltd., our wholly owned subsidiary, entered into a Purchase and Sale Agreement with Stakeholder Energy, LLC, or the Pine Ridge Purchase and Sale Agreement. Pursuant to the Pine Ridge Purchase and Sale Agreement, Stakeholder Energy, LLC agreed to sell the Pine Ridge Uranium Project to Powder River Basin LLC for the following consideration:
| (i) | Payment by Powder River Basin LLC to Stakeholder Energy, LLC of an aggregate of US$22,500,000 in cash, payable in three installments of US$7,500,000 each, as follows: |
| (a) | US$7,500,000 to be paid at the closing, or the Pine Ridge Closing, of the purchase of the Pine Ridge Uranium Project pursuant to the Pine Ridge Purchase and Sale Agreement, or the First Installment (which amount has been paid); |
| (b) | US$7,500,000 to be paid on or before the one-year anniversary of the Pine Ridge Closing, or the Second Installment; and |
| (c) | US$7,500,000 to be paid on or before the two-year anniversary of the Pine Ridge Closing, or the Third Installment. |
In addition, the Pine Ridge Purchase and Sale Agreement obligates Powder River Basin LLC to pay Stakeholder Energy, LLC a production royalty based on an applicable royalty percentage (which will be calculated by a net smelter returns variable between 3.5% and 6%, dependent on U3O8 realized price) from uranium, vanadium and related minerals produced and sold or deemed sold by Powder River Basin LLC from any additional property or property interests acquired by the Powder River Basin LLC, or its affiliates or permitted assigns, within 20 years after March 11, 2025.
The Pine Ridge Purchase and Sale Agreement also requires Powder River Basin LLC to expend a minimum of US$10,000,000 in exploration and development costs by the three-year anniversary of the Pine Ridge Closing.
In connection with Powder River Basin LLC’s payment and performance obligations under the Pine Ridge Purchase and Sale Agreement, the terms of the agreement governing the Joint Venture, or the Joint Venture Agreement, obligates each party to the Joint Venture (being Usuran Resources Inc, a wholly owned subsidiary of GUE, and Snow Lake Exploration (US) Ltd., our wholly owned subsidiary) to contribute the following amounts in cash to Powder River Basin LLC:
| (i) | US$5,250,000
prior to the first anniversary of the Pine Ridge Closing (of which US$3,750,000 was required
to be, and was, contributed prior to the Pine Ridge Closing); |
| (ii) | US$5,250,000
prior to the second anniversary of the Pine Ridge Closing; and |
| (iii) | US$2,000,000 prior to the third anniversary of the Closing under the Acquisition Agreement. |
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The Pine Ridge Closing occurred on April 28, 2025. On April 28, 2025, we also consummated our acquisition of a 19.99% interest
in GUE.
The Joint Venture entity, Powder River Basin LLC, has a management committee consisting of four representatives, two of which are required to be, and have been, appointed by Usuran Resources Inc and two of which are required to be, and have been, appointed by Snow Lake Exploration (US) Ltd. Powder River Basin LLC is required to be managed by one manager. The initial manager is Usuran Resources Inc.
The foregoing descriptions of the material terms of the Pine Ridge Purchase and Sale Agreement and the Joint Venture Agreement are qualified in their entirety by reference to the respective agreements, each of which is incorporated by reference as an exhibit to this Annual Report.
The Pine Ridge Uranium Project is an In-Situ Recovery (ISR) uranium exploration project located in the southwestern Powder River Basin of Wyoming, United States.
On July 25, 2025, we announced the commencement of an initial drill program, consisting of approximately 38,000 meters (or 125,000 feet) of drilling, at the Pine Ridge Uranium Project. On September 17, 2025, we announced initial drill results on the Pine Ridge Uranium Project. Drilling is expected to continue through the end of November 2025.
While the Pine Ridge Uranium Project is currently our main project, we currently do not consider the Pine Ridge Uranium Project material to our company at this time.
Shareholder Rights Plan
On March 10, 2025, our board of directors adopted our Rights Plan, with an effective date of March 31, 2025, to protect our interests and the interests of our shareholders from the likelihood that any entity, person or group gains control of us through open-market accumulation or other means without payment of an adequate control premium.
On May 5, 2025, our shareholders passed a non-binding resolution ratifying our Rights Plan at our 2025 annual general and special meeting of our shareholders.
The Rights Plan was not adopted by our board of directors in response to any specific takeover bid or other proposal to acquire control of us and is not intended to deter offers that are fair and otherwise in the best interests of all our shareholders.
A summary of the Rights Plan is incorporated by reference as an exhibit to this Annual Report.
Share Repurchase/Buyback Program
On March 18, 2025, we announced that our board of directors had authorized a share repurchase program for up to US$10 million, or the Buy Back Program. Purchases under the Buy Back Program commenced on March 24, 2025 and ended on April 17, 2025. We repurchased an aggregate of the equivalent of 22,919 common shares under the Buy Back Program, all of which shares were returned to treasury and cancelled.
Change
to Quorum Requirement in Bylaws
At our 2025 annual general and special meeting of our shareholders held on May 8, 2025, our shareholders approved a resolution changing the quorum provisions in our bylaws. The effect of such change is that a quorum at any meeting of our shareholders (unless a great number of persons is required to be present or a greater number of shares are required by the MCA or by our articles or by any other bylaw) will be one person, representing in the aggregate not less than thirty percent (30%) of the shares entitled to be voted at the meeting. If a quorum is not present at the opening of the meeting of shareholders, the shareholders present or represented at the meeting, subject to the approval of the chair of the meeting, may adjourn the meeting to a fixed time and place and those present at the adjourned meeting shall constitute quorum provided that at least two shareholders representing in the aggregate not less than five percent (5%) of the shares entitled to vote at the adjourned meeting are present at the adjourned meeting.
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Share Consolidation or Reverse Stock Split
On May 2, 2025, we effected a one-for-thirteen (1-for-13) Reverse Stock Split, pursuant to which our shareholders received one issued and outstanding post-Reverse Stock Split common share in exchange for 13 outstanding pre-Reverse Stock Split common shares. The Reverse Stock Split was previously authorized by our shareholders at our 2024 annual general and special meeting of our shareholders held on May 8, 2024.
Entry into Definitive Agreement to Acquire GUE
On October 6, 2025, we announced an entry into a definitive agreement with GUE (Global Uranium and Enrichment Limited) to acquire 100% of the shares and options of GUE that we do not already own.
[●]
Kadmos Energy Services
On October 17, 2025, we entered into a series of agreements with Kadmos Energy Services LLC, or Kadmos, a Delaware limited liability company, to acquire an equity interest in Kadmos. The investment was completed on October 21, 2025.
Under a subscription and purchase agreement, we subscribed for 4,900,000 Class A Membership Units of Kadmos for total consideration of US$10,000,000. Of the US$10,000,000 amount, US$2,000,000 was paid in cash at closing and the remaining US$8,000,000 was evidenced by a secured promissory note issued to Kadmos. The investment was completed concurrently with the execution of an amended and restated operating agreement, secured promissory note, and unit pledge agreement.
The promissory note provides that repayment of principal may be made, at our sole discretion, in either cash or our common shares. The note is secured by up to 3,920,000 Class A Units in Kadmos pursuant to the Unit Pledge Agreement, which provides for an automatic release of pledged units as payments are made and forfeiture of the proportionate number of units upon default.
The amended and restated operating agreement became effective on October 17, 2025, and established the capital and governance structure of Kadmos, as follows:
| ● | 4,900,000 Class A Units were issued to Snow Lake Investments (US) Ltd., our subsidiary (part of which is subject to the pledge agreement); |
| ● | 5,100,000 Class B Units were issued to Exodys Energy and certain founding members of Kadmos; and |
| ● | 1,000,000 Profits Interest Units are authorized under a 2025 Equity Incentive Plan for employees and consultants. |
Kadmos is governed by a board of managers. The board of managers of Kadmos initially consists of three members of which one is required to be, and has been, appointed by us. The board of managers of Kadmos will expand to five members if we contribute an additional US$2,000,000 under the promissory note, thereby granting us the right to appoint a majority of the members of the board of directors of Kadmos.
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Capital Expenditures and Divestitures
From July 1, 2024 to June 30, 2025, we have expended an aggregate of US$9,048,056 in principal capital expenditures and divestitures, consisting of:
| (i) | An aggregate of US$4,550,000 in expenditures relating to the Pine Ridge Uranium Project; |
| (ii) | An aggregate of US$1,121,451 in expenditures relating to the Engo Valley Uranium Project; |
| (iii) | An aggregate of US$534,207 in expenditures relating to the Black Lake Uranium Project (including expenses related to the relinquishment of our rights in the Black Lake Uranium Project); and |
| (iv) | An aggregate of US$2,842,398 in expenditures relating to all our other projects, including discontinued projects. |
Further, drilling programs on the Pine Ridge Uranium Project and the Engo Valley Uranium Project will require additional capital expenditure.
We are obligated to contribute an aggregate of US$8,000,000 over time in, at our sole option and discretion, either cash or our shares in Kadmos.
We also hold investments in a number of companies with critical mineral assets. From July 1, 2024 to date, we have made the following investments in other companies:
| (i) | An amount of C$1.1 million (approximately US$806,000), in the form of a secured convertible note, in Commerce Resources Corp, a Canadian junior mineral resource company focused on the exploration and development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. On October 22, 2025, Mont Royal Resources Limited and Commerce Resources Corp. completed their merger pursuant to which Mont Royal Resources Limited completed its acquisition of 100% of the issued and outstanding shares of Commerce Resources Corp. Our convertible note was converted into shares of Mont Royal Resources Limited on completion of the merger; |
| (ii) | An amount of AUD$1.4 million (approximately US$914,500, based on the historical mid-market exchange rate on June 30, 2025 of US$0.6532 per UAD$1.00), through our participation in an equity financing, in GTi Energy Ltd., which owns the Lo Herma uranium project, located in the Powder River Basin in Wyoming, United States; |
| (iii) | An amount of US$1,159,741 (as of June 30, 2025) in Resolution Minerals Ltd., which interests we have since disposed of; and |
| (iv) | An amount of US$3,813,851 in GUE. |
4.B. Business Overview
INDUSTRY
We obtained the industry, market and competitive position data included 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.
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Overview
We are a Canadian nuclear fuel cycle and critical minerals company with a portfolio of U.S.-focused
uranium projects, together with interests in next-generation uranium enrichment and small modular reactors. Currently, our main
uranium project is the Pine Ridge Uranium Project, a 50/50 joint venture exploration stage project located in the Powder River
Basin in Wyoming, United States. We also hold a portfolio of additional exploration stage critical minerals projects located in
Manitoba, Canada and Namibia, as well as investments in a number of companies with critical minerals assets, including rare earths
and lithium, in North America.
As at the date of this Annual Report, we 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 electricity1. Global demand for electricity is estimated to grow by approximately 50% by 2040, with calls to triple global nuclear capacity by 2050. 2
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 29), a total of 31 countries agreed to target tripling nuclear capacity by 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.3
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 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, then 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.
On May 22, 2025, the U.S. Administration issued four executive orders, or the Nuclear Executive Orders, designed specifically to accelerate the deployment of nuclear energy in the United States. The Nuclear Executive Orders are designed to:
| ● | Accelerate the deployment of nuclear energy in the United States; |
| ● | Deploy advanced nuclear reactor technologies, including small modular reactors; |
| ● | Quadruple nuclear energy in the United States by 2050; and |
| ● | Reinvigorate the nuclear industrial base, including uranium mining and enrichment. |
Combined with all previous executive orders issued by the current U.S. Administration during 2025 on critical minerals, including uranium, these orders are expected to increase global demand for uranium and accelerate U.S. domestic uranium mining.
1 Source: World Nuclear Association. (2025, September 23). Uranium Mining Overview.
2 Source: World Nuclear Association. (2025, April 2). World Energy Needs and Nuclear Power.
3 Source: World Nuclear Association.
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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.
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$80 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 Projects
Until February 2024, our Snow Lake Lithium™ Project constituted our sole material project. Due to a sustained depression and weak demand in the lithium market, we pivoted to focusing on our uranium projects and anticipate primarily focusing on our uranium projects over the next year.
Currently, our main uranium project is the Pine Ridge Uranium Project. Our other uranium project is the Engo Valley Uranium Project. A description of the aforementioned two uranium projects is set forth below. We currently do not consider any of our projects (uranium or otherwise) material at this time.
Our Uranium Projects
The Pine Ridge Uranium Project
On March 12, 2025, we announced that we had entered into a 50/50 joint venture, or the Joint Venture, with Global Uranium and Enrichment Limited, an Australian public listed company, or GUE (ASX:GUE), to acquire 100% of the Pine Ridge Uranium Project, an exploration project located in Wyoming, United States. We also announced that we would become a cornerstone investor in GUE through the acquisition of a 19.99% interest in GUE.
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Powder River Basin LLC, a limited liability company 50% owned by Usuran Resources Inc, a wholly owned subsidiary of GUE, and 50% owned by Snow Lake Exploration (US) Ltd., our wholly owned subsidiary, entered into a Purchase and Sale Agreement with Stakeholder Energy, LLC, or the Pine Ridge Purchase and Sale Agreement. Pursuant to the Pine Ridge Purchase and Sale Agreement, Stakeholder Energy, LLC agreed to sell the Pine Ridge Uranium Project to Powder River Basin LLC for the following consideration:
| (i) | Payment by Powder River Basin LLC to Stakeholder Energy, LLC of an aggregate of US$22,500,000 in cash, payable in three installments of US$7,500,000 each, as follows: |
| (a) | US$7,500,000 to be paid at the closing, or the Pine Ridge Closing, of the purchase of the Pine Ridge Uranium Project pursuant to the Pine Ridge Purchase and Sale Agreement, or the First Installment (which amount has been paid); |
| (b) | US$7,500,000 to be paid on or before the one-year anniversary of the Pine Ridge Closing, or the Second Installment; and |
| (c) | US$7,500,000 to be paid on or before the two-year anniversary of the Pine Ridge Closing, or the Third Installment. |
In addition, the Pine Ridge Purchase and Sale Agreement obligates Powder River Basin LLC to pay Stakeholder Energy, LLC a production royalty based on an applicable royalty percentage (which will be calculated by a net smelter returns variable between 3.5% and 6%, dependent on U3O8 realized price) from uranium, vanadium and related minerals produced and sold or deemed sold by Powder River Basin LLC from any additional property or property interests acquired by the Powder River Basin LLC, or its affiliates or permitted assigns, within 20 years after March 11, 2025.
The Pine Ridge Purchase and Sale Agreement also requires Powder River Basin LLC to expend a minimum of US$10,000,000 in exploration and development costs by the three-year anniversary of the Pine Ridge Closing.
In connection with Powder River Basin LLC’s payment and performance obligations under the Pine Ridge Purchase and Sale Agreement, the terms of the agreement governing the Joint Venture, or the Joint Venture Agreement, obligates each party to the Joint Venture (being Usuran Resources Inc, a wholly owned subsidiary of GUE, and Snow Lake Exploration (US) Ltd., our wholly owned subsidiary) to contribute the following amounts in cash to Powder River Basin LLC:
| (i) | US$5,250,000 prior to the first anniversary of the Pine Ridge Closing (of which US$3,750,000 was required to be, and was, contributed prior to the Pine Ridge Closing); |
| (ii) | US$5,250,000 prior to the second anniversary of the Pine Ridge Closing; and |
| (iii) | US$2,000,000 prior to the third anniversary of the Closing under the Acquisition Agreement. |
The Pine Ridge Closing occurred on April 28, 2025. On
April 28, 2025, we also consummated our acquisition of a 19.99% interest in GUE.
The Joint Venture entity, Powder River Basin LLC, has a management committee consisting of four representatives, two of which are required to be, and have been, appointed by Usuran Resources Inc and two of which are required to be, and have been, appointed by Snow Lake Exploration (US) Ltd. Powder River Basin LLC is required to be managed by one manager. The initial manager is Usuran Resources Inc.
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The foregoing descriptions of the material terms of the Pine Ridge Purchase and Sale Agreement and the Joint Venture Agreement are qualified in their entirety by reference to the respective agreements, each of which is incorporated by reference as an exhibit to this Annual Report.
The Pine Ridge Uranium Project is an In-Situ Recovery (ISR) uranium exploration project located in the southwestern Powder River Basin of Wyoming, United States. Historically, the Powder River Basin has been a significant area for uranium production in the United States, primarily via ISR production methods. The Pine Ridge Uranium Project is surrounded by existing uranium projects held by Uranium Energy Corp. and Cameco Corporation, and is also located approximately 15 kilometres (approximately 9.3 miles) from Cameco’s Smith Ranch Mill which has a licensed capacity of 5.5 million pounds U3O8 per annum. The Pine Ridge Uranium Project covers an area of approximately 15,130 hectares (approximately 37,387 acres).
On July 25, 2025, we announced the commencement of an initial drill program, consisting of approximately 38,000 meters (or 125,000 feet) of drilling, at the Pine Ridge Uranium Project. On September 17, 2025, we announced initial drill results on the Pine Ridge Uranium Project. Drilling is expected to continue through the end of November 2025.
While the Pine Ridge Uranium Project is currently our main project, we currently do not consider the Pine Ridge Uranium Project material to our company at this time. Our other uranium project is the Engo Valley Uranium Project, which is described below.
The Engo Valley Uranium Project
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.
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 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 155,730 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$12.84). In accordance with the terms of the share purchase agreement, 50% of the First Stage Shares 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. |
| (ii) | We acquired 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. |
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Having acquired the Second Stage Interest, we are now 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 ppm U3O8, we will issue to Engo Valley or as it directs, an aggregate of 79,302 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 US$12.61); 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 79,302 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 US$12.61). |
The foregoing description of the material terms of the share purchase agreement is qualified in its entirety by reference to the share purchase agreement, which is incorporated by reference as an exhibit to this Annual Report.
On February 13, 2025, we announced the successful completion of our Phase 1 drill program at the Engo Valley Uranium Project. The Phase 1 drill program consisted of 1,570 meters of drilling in 20 reverse circulation drill holes, with downhole radiometrics completed on each drill hole. Our Phase 2 drill program at the Engo Valley Uranium Project is currently underway, and is planned to consist of up to 7,500 meters of a combination of reverse circulation and diamond drilling, and is designed to provide a drill database sufficient to calculate a maiden uranium mineral resource estimate in accordance with SK-1300. On June 18, 2025, we announced the completion of the first segment of our Phase 2 drill program at the Engo Valley Uranium Project, and the commencement of the diamond drilling segment of our Phase 2 drill program at the Engo Valley Uranium Project.
We do not consider the Engo Valley Uranium Project material at this time.
Our Other Project
Kadmos Energy Services
On October 17, 2025, we entered into a series of agreements with Kadmos Energy Services LLC, or Kadmos, a Delaware limited liability company, to acquire an equity interest in Kadmos. The investment was completed on October 21, 2025.
Under a subscription and purchase agreement, we subscribed for 4,900,000 Class A Membership Units of Kadmos for total consideration of US$10,000,000. Of the US$10,000,000 amount, US$2,000,000 was paid in cash at closing and the remaining US$8,000,000 was evidenced by a secured promissory note issued to Kadmos. The investment was completed concurrently with the execution of an amended and restated operating agreement, secured promissory note, and unit pledge agreement.
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The promissory note provides that repayment of principal may be made, at our sole discretion, in either cash or our common shares. The note is secured by up to 3,920,000 Class A Units in Kadmos pursuant to the Unit Pledge Agreement, which provides for an automatic release of pledged units as payments are made and forfeiture of the proportionate number of units upon default.
The amended and restated operating agreement became effective on October 17, 2025, and established the capital and governance structure of Kadmos, as follows:
| ● | 4,900,000
Class A Units were issued to Snow Lake Investments (US) Ltd., our subsidiary (part of
which is subject to the pledge agreement); |
| ● | 5,100,000 Class B Units were issued to Exodys Energy and certain founding members of Kadmos; and |
| ● | 1,000,000 Profits Interest Units are authorized under a 2025 Equity Incentive Plan for employees and consultants. |
Kadmos is governed by a board of managers. The board of managers of Kadmos initially consists of three members of which one is required to be, and has been, appointed by us. The board of managers of Kadmos will expand to five members if we contribute an additional US$2,000,000 under the promissory note, thereby granting us the right to appoint a majority of the members of the board of directors of Kadmos.
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 the Pine Ridge Uranium Project. |
| ● | Our operations are located in the mining friendly jurisdictions. |
| ● | 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. |
Marketing and Advertising
Given the current stage of development of our mineral resource projects, we are currently 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 industry, primary uranium 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, we are currently not in a position to develop a customer base, as we do 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 exploration and mining industry is fragmented, and we are a very small participant in such sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.
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Intellectual Property
We do not have any registered intellectual property rights.
Facilities
Our corporate address is 360 Main St., 30th Floor, Winnipeg, Manitoba, R3C 4G1, Canada. Currently, we do not maintain any office or operational facilities other than an off-site storage facility for our core samples, which we lease at a nominal fee. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.
Employees
We have one employee at this time, our Chief Executive Officer Frank Wheatley. Other of our executive officers and advisers work for us as independent contractors under consulting agreements. These agreements, and the employment agreement with our Chief Executive Officer, typically include a confidentiality covenant that requires consultants to protect our confidential information during their engagement with us. In addition, these consulting agreements include typical non-compete clauses that prohibit the consultants from entering into competitive consulting or employment relationships while they are working for us.
Insurance
We currently insure our directors and officers through a 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 be subject to legal proceedings. We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
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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In the United States (where the Pine Ridge Uranium Project is located), principal federal regulatory authorities include:
| ● | The U.S. Nuclear Regulatory Commission, or the NRC, which regulates the possession, transfer, and use of source material (including uranium and thorium) under the Atomic Energy Act of 1954, as amended. Any entity seeking to construct or operate a uranium recovery facility must obtain a source material license from the NRC or, in “Agreement States,” from a state regulatory authority authorized by the NRC to administer such licensing. Wyoming became an Agreement State in 2018, and the Wyoming Department of Environmental Quality, or the WDEQ, now has primary authority for uranium recovery licensing within the state. |
| ● | The U.S. Environmental Protection Agency, or the EPA, which establishes environmental standards applicable to uranium recovery operations, including standards for air emissions, water discharges, groundwater protection, and hazardous waste management under statutes such as the Clean Air Act, Clean Water Act, Safe Drinking Water Act, and Resource Conservation and Recovery Act. |
At the state level, the WDEQ oversees environmental permitting, groundwater restoration, and reclamation under the Wyoming Environmental Quality Act. The Wyoming State Engineer’s Office regulates the use of groundwater and surface water for mining operations, while the Wyoming Office of State Lands and Investments administers mineral leases on state-owned lands.
We are also required to comply with numerous environmental and occupational safety standards. Non-compliance with these requirements can result in enforcement actions, including fines, suspension of permits, or other sanctions. The costs of compliance, as well as delays in obtaining necessary approvals, may materially affect our operations and results.
Environmental and mining regulations are subject to change, and future amendments may impose more stringent requirements or increase the cost and complexity of regulatory compliance, any, all, or any combination of which could have a material adverse effect on our business, financial condition or prospects.
4.C. Organizational structure
The
chart below presents our corporate structure:
4.D. Plants, Property and Equipment
Our corporate address is 360 Main St., 30th Floor, Winnipeg, Manitoba, R3C 4G1, 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.
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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, or the MD&A, summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the years ended June 30, 2025, 2024, and 2023. This MD&A should be read in conjunction with our consolidated financial statements and the related notes thereto for the years ended June 30, 2025, 2024 and 2023, or the 2025 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 2025 Financials and the financial information contained in this MD&A are prepared pursuant to IFRS and in accordance with the standards of the United States Public Company Accounting Oversight Board. As permitted by the rules of the SEC for foreign private issuers, we do not reconcile our financial statements to U.S. GAAP.
During the year ended June 30, 2025, we remained at the exploration stage, did not place any of our mineral properties into production, and did not generate any revenues. Our planned exploration and development of mineral resources, primarily uranium, 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 Developments” 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.
| 2025 | 2024 | 2023 | ||||||||||
| C$ | C$ | C$ | ||||||||||
| Expenses | ||||||||||||
| Professional fees | 1,584,940 | 1,563,678 | 6,971,520 | |||||||||
| Consulting fees | 6,432,754 | 937,410 | 858,517 | |||||||||
| Stock-based compensation | 361,977 | 953,845 | 2,630,249 | |||||||||
| Directors’ and officers’ consulting fees | 1,589,560 | 915,768 | 3,840,915 | |||||||||
| Insurance expense | 359,242 | 540,364 | 924,834 | |||||||||
| General and administrative expenses | 1,133,908 | 380,746 | 518,824 | |||||||||
| Travel expenses | 307,175 | 282,806 | 248,746 | |||||||||
| Transfer agent and regulatory fees | 258,964 | 144,611 | 141,446 | |||||||||
| Research expenses | — | 41,066 | 12,000 | |||||||||
| Depreciation on right-of-use assets | 29,040 | 31,680 | 2,640 | |||||||||
| Bank fees and interest | 8,598 | 7,097 | 13,577 | |||||||||
| Accretion expense | 1,735 | 5,907 | 654 | |||||||||
| Interest on loan and debentures | 10 | 77 | 1,193 | |||||||||
| Total Expenses | (12,067,903 | ) | (5,805,055 | ) | (16,165,115 | ) | ||||||
| Other Items | ||||||||||||
| Loss on termination of property options | (1,450,319 | ) | (4,652,894 | ) | — | |||||||
| Gain (loss) on change in fair value of derivative liabilities | 322,552 | 2,382,179 | (246,460 | ) | ||||||||
| Realized loss on sale of short-term investments | (41,063 | ) | — | — | ||||||||
| Unrealized gain on change of fair value of investments | 847,813 | — | — | |||||||||
| Share of loss on investment in joint venture | (17,315 | ) | — | — | ||||||||
| Gain (loss) on debt settlement | (3,670,079 | ) | 56,924 | (157,502 | ) | |||||||
| Taxes and penalties | (1,059,721 | ) | — | — | ||||||||
| Premium on flow-through shares | 2,016,543 | 1,159,632 | — | |||||||||
| Reversal on flow-through premium liability | 460,974 | — | — | |||||||||
| Grant income | — | — | 109,750 | |||||||||
| Interest income | 29,494 | 439 | — | |||||||||
| Foreign exchange gain (loss) | (1,356,764 | ) | 7,857 | 996,382 | ||||||||
| (3,917,885 | ) | (1,045,863 | ) | 702,170 | ||||||||
| Net Loss and Comprehensive Loss | (15,985,788 | ) | (6,850,918 | ) | (15,462,945 | ) | ||||||
During Fiscal 2025, we incurred total operating expenses of C$12,067,903, as compared to total operating expenses of C$5,805,055 in 2024 and C$16,165,115 in 2023. The substantial increase in operating expenses in fiscal 2025 compared to fiscal 2024 was primarily due to higher consulting and professional fees as we raised additional capital and expanded our exploration and evaluation property portfolio and scope. The increase in general and administrative expenses reflects the overall scale-up in corporate activity, including regulatory, marketing, and advisory costs associated with strengthening our project portfolio. The substantial reduction in operating expenses in fiscal 2024 compared to fiscal 2023 was a direct result of a one-time addendum payment made to certain of our former officers in fiscal 2023 (see below). Management continue to monitor cash flows and explore ways to reduce expenditure.
Professional fees in fiscal 2025 totalled
C$1,584,940, compared to C$1,563,678 in fiscal 2024 and C$6,971,520 in fiscal 2023. Professional fees are comprised primarily of
services from outside consultants, including legal counsel, accountants and auditors, which are all essential to our operations.
In fiscal 2023, we incurred substantial legal expenses in relation to a proxy requisition among certain shareholders and our former
management team, which culminated with a restructure which took place upon completion of an annual general and special meetings
in January 2023.
Consulting fees totalled C$6,432,754 in fiscal 2025, compared to C$937,410 in fiscal 2024 and C$858,517 in fiscal 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 building our marketing strategy. The substantial increase in consulting
in fiscal 2025 compared to fiscal 2024 and 2023 was due to our efforts towards raising a significant amount of money in order to
focus efforts on substantial exploration and evaluation activities.
Stock-based compensation totalled C$361,977 in fiscal 2025, compared to C$953,845 in fiscal 2024 and C$2,630,249 in fiscal 2023. We granted restricted share units and stock options to certain officers and directors, including a grant of our Chief Executive Officer 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.
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Directors’ and officers’ consulting fees totalled C$1,589,560 in fiscal 2025, compared to C$915,768 in fiscal 2024 and C$3,840,915 in fiscal 2023. As mentioned above, a one-time addendum payment was made to former executives of the Company in fiscal 2023. On November 1, 2022, we amended consulting agreements with entities controlled by our former Chief Executive Officer and Chief Operating Officer with regards to the termination clause of their respective agreements. As a result of the addendum, we recorded fees of C$1,672,988 and C$881,842, respectively, of which the payout was made to the respective entities controlled by the former Chief Executive Officer and Chief Operating Officer. Excluding the effect of the addendum payments, we were able to reduce these consulting fees in fiscal 2024. The increase in directors’ and officers’ consulting fees in fiscal 2025 compared to fiscal 2024 was due to one-time bonuses and payments to award directors and officers for their efforts during the year.
Insurance expense from directors’ and officers’ insurance coverage totalled C$359,242, C$540,364, and C$924,834 in fiscal years 2025, 2024, and 2023, respectively. Upon our listing, we were required to obtain directors’ and officers’ insurance for our officers and directors at a premium price due to our lack of history of operations. Since then, we have been able to renew our directors’ and officers’ insurance coverage at lower premiums, which explains the year-to-year reductions in insurance expense from fiscal 2023 through fiscal 2025.
General and administrative expenses totalled C$1,133,908, C$380,746, and C$518,824 in fiscal years 2025, 2024, and 2023, respectively. The increase in general and administrative expenses in fiscal 2025 compared to fiscal 2024 reflects the overall scale-up in corporate activity, including regulatory, marketing, and advisory costs associated with strengthening our project portfolio.
Travel expenses remained consistent, totalling C$307,175, C$282,806, and C$248,746 in fiscal years 2025, 2024, and 2023, respectively.
Other expenses include transfer agent and regulatory fees, research expenses, depreciation on right-of-use assets, bank fees and interest, accretion expense, and interest on loan and debentures. These expenses totaled C$298,347, C$230,438, and C$171,510 in fiscal years 2025, 2024, and 2023, respectively. The increase is primarily related to depreciation on the Company’s right-of-use assets. The increase in fiscal 2025 compared to fiscal 2024 was related to an increase in transfer agent and regulatory fees in connection with a series of equity offerings we conducted in fiscal 2025, partly offset by reductions in accretion expense and interest on loan and debentures. The increase in fiscal 2024 compared to fiscal 2023 was primarily due to increases in research expenses, depreciation on right-of-use assets and accretion expense, partly offset by reductions in bank fees and interest and interest on loan and debentures.
We also recorded losses relating to other items of C$3,917,885 in fiscal 2025, compared to losses relating to other items of C$1,045,863 in fiscal 2024 and C$702,170 in fiscal 2023. Items contributing to the significant increase in losses relating to other items in fiscal 2025 compared to prior years include a comparatively significant loss on debt settlement and foreign exchange loss.
Overall, we recorded net and comprehensive losses of C$15,985,788, C$6,850,918, C$15,462,945 in fiscal years 2025, 2024, and 2023, respectively, which translates to net losses per share of C$3.21, C$4.40, and C$11.15 for fiscal years 2025, 2024, and 2023, respectively.
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5.B. Liquidity and Capital Resources
The following table sets forth a summary of the Company’s consolidated cash flows for the periods indicated. The information should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report. Our historical results presented below are not necessarily indicative of cash flows that may be expected for any future period.
| 2025 | 2024 | 2023 | ||||||||||
| C$ | C$ | C$ | ||||||||||
| Cash Flows used in Operating Activities | (9,390,622 | ) | (3,742,326 | ) | (10,298,791 | ) | ||||||
| Cash Flows provided by (used in) Financing Activities | 46,172,166 | 6,909,611 | (191,307 | ) | ||||||||
| Cash Flows used by Investing Activities | (21,479,352 | ) | (4,481,208 | ) | (9,461,430 | ) | ||||||
| Increase (Decrease) in Cash | 15,302,192 | (1,313,923 | ) | (19,951,528 | ) | |||||||
| Cash, beginning of year | 2,526,957 | 3,840,880 | 23,792,408 | |||||||||
| Cash, end of year | 17,829,149 | 2,526,957 | 3,840,880 | |||||||||
During Fiscal 2025, net cash used in our operating activities was C$9,390,622, compared to C$$3,742,326 in fiscal 2023 and C$10,298,791 in fiscal 2023. The increase in operating spending in fiscal 2025 compared to fiscal 2024 was due to higher consulting and professional fees as we engaged additional technical, financial, and legal advisors to support capital raising activities, project advancement, and corporate development initiatives. We also increased spending on exploration and evaluation work across our properties as part of our strategy to expand and strengthen our project portfolio. The decrease in operating spending in fiscal 2024 compared to fiscal 2023 was due management’s emphasis on reducing discretionary expenditure. The comparative decrease in cash used in fiscal 2024 compared to fiscal 2023 was also related to the one-time addendum payments made to the respective entities controlled by our former Chief Executive Officer and Chief Operating Officer as noted in the “—Results of Operations” section above.
During Fiscal 2025, net cash provided by financing activities was C$46,172,166. The amount was related to net proceeds from issuances of common shares of C$46,601,843, of which C$662,083 in share issuance costs was in accounts payable at year end, net against C$195,638 spent on share repurchases, C$32,842 spent on lease payments, and C$863,280 spent on redemption of restricted share units. Issuances of common shares included (i) our August 2024 ATM Offering (ii) our two best efforts offerings in December 2024 and one best efforts offering in January 2025, and (iii) our April 2025 ATM Offering. See “4.A. History and Development of the Company—Recent Developments.”
During Fiscal 2024, net cash provided by financing activities was C$6,909,611, compared to net cash used in financing activities of C$191,307 in fiscal 2023. In fiscal 2024, we closed an offering for net proceeds of C$7,491,915. We also made a payment of C$546,476 upon the redemption of certain restricted share units and lease payments of C$35,828. In fiscal 2023, we did not participate in any material financing activities other than repaying a loan for C$201,532 and receiving total proceeds of C$31,578 upon exercises of warrants.
During Fiscal 2025, we also incurred investing cash outflows of C$21,479,352, compared to investing cash outflows of C$4,481,208 in fiscal 2024 and C$9,461,430 in fiscal 2023. The foregoing amounts primarily stemmed from payments made for our exploration and evaluation assets on our various projects, investments in our joint venture, investments in short-term and long-term loan receivable, and investments in short-term and long-term marketable securities.
As we are yet to generate any revenue to date, we currently have no regular cash flows from operations, and the level of operations is principally a function of availability of capital resources. Our primary source of funding has historically been through public and private equity financings and private placements of convertible debentures.
In fiscal 2025, we raised an aggregate of approximately US$44,207,788 through offerings. During the year, we concluded the August 2024 ATM Offering, pursuant to which we sold a total of 1,009,919 common shares for aggregate net proceeds of US$2,897,622. On December 20, 2024, we closed a best-efforts public offering pursuant to which we sold an aggregate of 1,211,538 common shares at a public offering price of US$5.33 per share, for net proceeds of approximately US$6,457,500. On December 31, 2024, we closed another best-efforts public offering pursuant to which we sold an aggregate of 1,442,307 common shares at a public offering price of US$10.40 per share, for net proceeds of approximately US$15,000,000. On January 27, 2025, we closed a third best-efforts public offering pursuant to which we sold an aggregate of 1,230,769 common shares at a public offering price of US$13.00 per share, for net proceeds of approximately US$16,000,000. Finally, on April 17, 2025, we effected the April 2025 ATM Offering, pursuant to which we could offer and sell up to US$50,000,000 of our common shares. As of June 30, 2025, we had sold a total of 948,359 common shares pursuant to the April 2025 ATM Offering for net proceeds of US$3,858,666. As of the date of this Annual Report, we have sold a total of 7,685,923 common shares pursuant to the April 2025 ATM Offering for net proceeds of US$40,033,238.
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Going forward, we will likely have to continue to rely on equity or debt financing in order to maintain our working capital and expenditures requirements, and to service our flow-through expenditures requirement. There is no guarantee that we will be able to successfully complete such financing, as market conditions and business performance may dictate availability and interest.
As at June 30, 2025, we had cash of C$17,829,149, which we believe, but can provide no guarantee, will be sufficient to meet our anticipated operating expenses and capital expenditures requirements through at least the next 12 months. Management is actively monitoring cash forecasts and managing performance against its forecasts. In fiscal 2025, we built up our financial position through a series of public offerings. Nevertheless, we remain cautious in our capital management approach and will continue to look for new sources of financing in the next 12 months to fund our working capital to advance our operations.
Significant Accounting Judgments, Estimates and Assumptions
The preparation of our 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 2025 Financials.
Summary of Significant Accounting Policies
The significant accounting policies used by us are described in greater detail in Note 3 to the 2025 Financials.
Off Balance Sheet Arrangements
As at June 30, 2025 and the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our results of operations or financial condition.
Contingencies
Our exploration and evaluation 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, 2025, we believe our operations are materially in compliance with all applicable laws and regulations. We expect to make future expenditures to comply with such laws and regulations.
As of June 30, 2025, we had made a claim against certain of our former directors 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 Chief Executive Officer and Chief Operating Officer and their holding companies, for termination payments of US$1,392,000 (to US$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. We take the position that the amendments are void and that the former Chief Executive Officer and Chief Operating Officer were not entitled to any payments under their consulting agreements. We seek to recover the payments made to the former Chief Executive Officer and Chief Operating Officer.
As of the date of this Annual Report, 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. We take 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 us to file our Replies and Defences to Counterclaims, and then proceed to discovery. As at June 30, 2025, as the outcome of the claims remains uncertain, we had not recognized any contingent assets on the consolidated statements of financial position.
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On July 13, 2023, we also filed an application against our 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, we received an aggregate amount of C$150,000, relating to compensation against applications filed against certain former legal counsels.
Subsequent Events
Subsequent to June 30, 2025, the Company had sold 6,737,564 common shares for gross proceeds of US$36,174,572 under the ATM Sales Agreement with the Agent.
On July 17, 2025, the Board of Directors of the Company passed a resolution with the following key actions:
| ● | 107,125 RSUs were granted to directors, audit committee members, and consultants. |
| ● | The price of all outstanding stock options was reduced to US$5.00. |
| ● | 4,000 options were granted to a member of the Board, vesting immediately, with an exercise price of US$5.00 and an expiry of January 30, 2028. |
Subscription Agreement with GTI Energy Limited
Subsequent to year end, the Company entered into a Subscription Agreement with GTI Energy Limited (“GTI”), an Australian public company listed on the ASX.
Under the agreement, the Company subscribed for 424,866,286 fully paid ordinary shares in GTI at an issue price of A$0.0035 per share, for total consideration of A$1,487,032. The subscription also included 212,433,143 free-attaching options with an exercise price of A$0.010 per option expiring September 25, 2028.
Proposed Acquisition of Global Uranium and Enrichment Limited
On October 6, 2025, the Company entered into a binding Scheme Implementation Deed (“SID”) with GUE, pursuant to which the Company will acquire 100% of the shares and unlisted options of GUE that it does not already own.
Investment in Kadmos Energy Services LLC
On October 17, 2025, the Company entered into a series of agreements with Kadmos Energy Services LLC (“Kadmos”), a Delaware limited liability company, to acquire an equity interest in Kadmos.
Under the Subscription and Purchase Agreement, the Company subscribed for 4,900,000 Class A Membership Units of Kadmos for total consideration of US$10,000,000. Of this amount, US$2,000,000 was paid in cash at closing and the remaining US$8,000,000 was evidenced by a Secured Promissory Note (the “Note”) issued to Kadmos. The investment was completed concurrently with the execution of the Amended and Restated Operating Agreement, Secured Promissory Note, and Unit Pledge Agreement.
The Note provides that repayment of principal may be made, at the Company’s sole discretion, in either cash or freely tradable common shares of the Company. The Note is secured by up to 3,920,000 Class A Units in Kadmos pursuant to the Unit Pledge Agreement, which provides for an automatic release of pledged units as payments are made and forfeiture of the proportionate number of units upon default.
The Amended and Restated Operating Agreement became effective on October 17, 2025, and established the capital and governance structure of Kadmos as follows:
| • | 4,900,000 Class A Units issued to Snow Lake Investments (US) Ltd.; |
| • | 5,100,000 Class B Units issued to Exodys Energy and founding members; and |
| • | 1,000,000 Profits Interest Units authorized under a 2025 Equity Incentive Plan and Phantom Equity Plan for employees and consultants. |
The Board of Managers initially consists of three members of which one will be appointed by the Company. The Board will expand to five members if the Company contributes an additional US$2,000,000 under the Note, thereby granting the Company the right to appoint a majority of directors.
5.C. Research and Development, Patents and Licenses, Etc.
We have no significant research and development plans at present.
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During fiscal 2024 and 2023, we incurred expenses in connection with certain work through a collaboration with the University of Manitoba to strengthen the understanding of lithium deposits in Snow Lake, Manitoba, which are recorded as research expenses in for fiscal 2024 and 2023.
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 our 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 our ability to continue as a going concern by reviewing our performance, resources, and future obligations. The conclusion that we 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 our business obligations for at least the next 12 months, after taking into account expected cash flows, including financing activities, and our 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 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, or IFRS 6, to determine an accounting policy specifying which expenditures, if any, are capitalized as exploration and evaluation assets, and to apply the policy consistently. Exploration and evaluation expenditures not capitalized as exploration and evaluation assets are expensed as incurred. Once the technical feasibility and commercial viability of extracting a mineral resource are demonstrable, an entity stops recording exploration and evaluation expenditures for that mineral project, tests capitalized exploration and evaluation assets (if any) for impairment and reclassifies those exploration and evaluation 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 us. In determining whether an outlay will be material, we consider 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.
Determination of joint control and classification
The assessment of whether we have control, joint control, or significant influence over another entity requires judgment. Key considerations include: (i) the activities that most significantly affect returns and how decisions about those activities are made; (ii) whether decisions require unanimous consent of the parties that collectively control the arrangement; (iii) whether rights held by other parties are substantive or protective; and (iv) the legal form of any separate vehicle and the contractual terms. These judgments affect whether an investee is consolidated as a subsidiary, accounted for as a joint operation or joint venture, or as an associate. Changes in facts and circumstances may result in a re-assessment of the classification.
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 we anticipate a future income tax payment based on our estimates, we recognize a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when we become aware of this difference.
In addition, when we incur losses that cannot be associated with current or past profits, we assess the probability of taxable profits being available in the future based on our 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 and warrants, including finders’ warrants, are initially recognized at fair value using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgments are used in applying the valuation techniques. These assumptions and judgments include the expected volatility of the share price, expected forfeitures, expected dividend yield, expected term of the warrants or options, and expected risk-free interest rate. Such assumptions and judgments are inherently uncertain. Changes in these assumptions can affect the fair value estimates of stock-based compensation.
Expected credit losses on financial assets
Determining an allowance for expected credit losses for amounts receivable and all debt financial assets not held at fair value through profit or loss requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management’s judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest.
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Functional currency
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which they operate. Determination of functional currency involves significant judgments and other entities may make different judgments based on similar facts. Periodically, we reconsider the functional currency of our business if there is a change in the underlying transactions, events or conditions which determine our primary economic environment.
Shares issued for non-cash consideration
We are 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 | 67 | Chief Executive Officer | ||
| Kyle Nazareth | 34 | Interim Chief Financial Officer | ||
| Brian Youngs | 73 | Vice President, Exploration | ||
| Peretz Schapiro | 45 | Director | ||
| Nachum Labkowski | 39 | Director | ||
| Kathleen Skerrett | 56 | Independent Director | ||
| Brian Imrie | 64 | Independent Director | ||
| Shlomo Kievman | 40 | Independent Director | ||
| Jack Wortzman | [●] | Independent Director |
On July 1, 2024, our board of directors appointed Mr. Kyle Nazareth, as our Interim Chief Financial Officer, 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 Chief Executive Officer of Yellowhead Mining Inc. from 2013 to 2018 and as the Chief Executive Officer of and Karnalyte Resources Inc. from 2018 to 2019. From 2019 until present, Mr. Wheatley has been Chief Executive Officer 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.
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 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.
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Peretz Schapiro. Mr. Schapiro has served as our director since January 17, 2023. Mr. Schapiro holds a Master’s 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.
Nachum Labkowski. Mr. Labkowski has served as a member of our board of directors since November 2018 and is currently the Chairman of our board of directors. 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.
Jack Wortzman. Mr. Wortzman has served as our director since May 8, 2025. Mr. Wortzman played an integral role within the final engineering components of the Industrial and Manufacturing Engineer Department of the Oakville Assembly Plant of Ford of Canada for a period of 18 years. His achievement was the installation of robotic projects and efficiencies which resulted in savings in manpower reductions and higher quality product. He was also instrumental in designing and implementing a method for the distribution of daily workload and task costs in the installation and service of Heating, Ventilation, and Air Conditioning (HVAC) at Enbridge Inc. and Direct Energy for 12 years. He holds a degree from Ryerson University in Cost Accounting. Mr. Wortzman presently sits on the board of several companies.
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, 2025. 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, 2025.
| Name: | Salary or Fees earned or paid in cash (C$) |
Option awards (C$) |
Common Share Awards (C$) |
Cash Bonus (C$) |
Total (C$) |
Outstanding options as of June 30, 2025 (Common Shares) |
||||||||||||||||
| All directors and senior management as a group, consisting of 9 persons | 1,049,877 | 361,977 | - | 618,869 | 2,030,723 | 62,137 | ||||||||||||||||
For the fiscal year ended June 30, 2025, we paid aggregate cash compensation of C$1,668,746 (approximately US$1,223,152 based on the average exchange rate of 1.3643), 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 185,133 common shares. On September 7, 2022, the Plan was purported to be further amended and restated, or the Purported 2022 Plan, to add cashless exercise of the Options under the Plan. On May 17, 2023, our board of directors 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, our board of directors 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, our board of directors 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.
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The following summary briefly describes the principal features of the Plan and is qualified in its entirety by reference to the full text of the Plan.
Purposes of Plan: The purpose of the Plan is to advance the interests of our Company, through the grant of Options, by providing an incentive mechanism to foster the interest of Eligible Persons in the success of our Company and our Affiliates; encouraging Eligible Persons to remain with our Company; and attracting new directors, officers, employees and consultants.
Administration of the Plan: The Plan is currently administered by our board of directors. Our board of directors 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. our board of directors’ 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, 118,996 of our common shares are reserved for future issuance under the Plan and 66,137 of our common shares are currently potentially issuable upon the exercise of outstanding options at an exercise price of US$5.00 per share.
Stock Options:
General. Subject to the provisions of the Plan, our board of directors 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 our board of directors 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.
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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 common shares to the holder of the option based upon the fair market value of the shares on the date of exercise.
Expiration of Options. if not previously exercised, an Option will expire on the expiration date established by the administrator at the time of grant. In the case of stock options, such term cannot exceed ten years.
Blackout Period. The expiration date of an Option shall automatically extend if such expiration date falls within a period, or the blackout period, during which our company prohibits Optionees from exercising their Options to the extent that: (i) the blackout period is formally imposed by our company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information. For greater certainty, in the absence of our company formally imposing a blackout period, the expiration date of any Options will not be automatically extended in any circumstances; (ii) the blackout period must expire upon the general disclosure of the undisclosed material information. The expiration date of the affected Options can be extended to no later than ten business days after the expiry of the blackout period; and (iii) the automatic extension of an Optionee’s Options will not be permitted where the Optionee or our company is subject to a cease trade order (or similar order under securities laws) in respect of our common shares.
Vesting Schedule. Options shall vest as determined by our board of directors. 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. Our board of directors 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, our board of directors 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.
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6.C. Board Practices
Nasdaq’s listing rules generally require that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors currently consists of five directors, Peretz Schapiro, Nachum Labkowski, Brian Imrie, Shlomo Kievman and Kathleen Skerrett, three of whom, Mr. Imrie, Mr. Kievman, and Ms. Skerrett are independent within the meaning of Nasdaq’s rules.
A director is not required to hold any shares in our company to qualify to serve as a director. Our board of directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities, subject to applicable stock exchange limitations, if any, whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third-party.
Board Committees
We have a standing audit committee, a compensation committee and a nominating and corporate governance committee of our board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee
Our audit committee consists of Brian Imrie, Shlomo Kievman and Kathleen Skerrett, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605(c)(2) of the Nasdaq Marketplace Rules. Brian Imrie serves as chairman of the audit committee. Our board has determined that each of Brian Imrie, Shlomo Kievman and Kathleen Skerrett qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
The audit committee is responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting our board of directors in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing hedging transactions; and (viii) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.
Compensation Committee
Our compensation committee consists of Nachum Labkowski, Peretz Schapiro and Shlomo Kievman. Shlomo Kievman satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605(c)(2) of the Nasdaq Marketplace Rules. Nachum Labkowski serves as chairman of the compensation committee. The compensation committee assists our board of directors 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 our board of directors regarding the compensation of our independent directors; (iii) making recommendations to our board of directors 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.
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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 our board of directors in selecting individuals qualified to become our directors and in determining the composition of our board of directors 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 our board of directors by reviewing nominees for election to our board of directors submitted by shareholders and recommending to our board of directors director nominees for each annual meeting of shareholders and for election to fill any vacancies on our board of directors ; (ii) advising our board of directors 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 our board of directors and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.
Duties of Directors
Under Canadian law, directors have fiduciary obligations to our company. Under the MCA, directors, when exercising the powers and discharging their duties, must act honestly and in good faith with a view to the best interests of our company and exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances.
Under Manitoba corporate law, the MCA imposes specific statutory liabilities on directors of corporations in certain situations. In certain circumstances, directors can be held liable, for example, for the authorization of share issues for a consideration other than money at less than fair market value, or for all debts not exceeding six months’ wages payable to each of the employees for services performed for the corporation while they are directors, or for the payment of a dividend if there were reasonable grounds for believing that the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital. Under numerous other provisions in federal and provincial statutes, directors may also face personal liability for, among other things, environmental offences, source deductions from payrolls, and tax remittances. Corporate directors have a number of defenses to legal actions in which it is alleged that they have breached their statutory or fiduciary duties, including:
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| ● | 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.
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 |
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| ● | 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, or the 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 restricted stock units 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 restricted stock units 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 restricted stock units and stock options as of the date of termination shall expire immediately on the date of termination. |
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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; |
| ● | 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 restricted stock units 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 our board of directors; 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: |
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| ○ | an amount equal to 24 (twenty four) months, base salary; |
| ○ | any unvested restricted stock units and stock options to which Mr. Wheatley is entitled as of the change of control date shall immediately vest upon change of control; |
| ○ | such additional benefits, payments and entitlements which the 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 Mr. Wheatley up to the date of termination; and |
| ○ | re-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; |
| ● | 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; and |
| ● | all stock options and restricted stock units 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 restricted stock units 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 an exhibit to this Annual Report. Mr. Wheatley will be compensated in the amount of US$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 our board of directors. Mr. Wheatley will also be compensated in the form of 19,231 stock options and 15,385 restricted stock units, with a vesting schedule as detailed in section 4.4 of his agreement, of which half were vested on January 9, 2025, and on July 21, 2025 an additional 3,846 became eligible to vest and he was granted another 26,000 restricted stock units. 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.
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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 an exhibit to this Annual Report. Mr. Schapiro will be compensated in the amount of US$8,000 per month during the term of his employment and will be granted [10,769] restricted stock units for the common shares of the Company which will vest per the vesting schedule as noted in section 4.1 of his agreement. Further, if Mr. Schapiro’s agreement is terminated for cause, any restricted stock units granted to him that would have vested as of the termination date will be converted into common shares of the Company and any restricted stock units granted that have not vested as of the termination date will be canceled. If Mr. Schapiro’s agreement is terminated without cause, any restricted stock units 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 an exhibit to this Annual Report. Mr. Youngs will be compensated in the amount of C$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
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.
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Kyle Nazareth
Kyle Nazareth’s agreement is governed under the services agreement between Branson Corporate Services Ltd., or 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 an exhibit to this Annual Report. Under the agreement, Branson will provide Chief Final Officer 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: |
| ○ | Branson’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 |
| ○ | 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 |
| ○ | any 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 |
| ○ | 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 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 corresponding corporate governance requirements otherwise imposed by the Nasdaq Stock Market Rules for U.S. domestic registrants.
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In accordance with Canadian law and practice
and subject to the exemption set forth in Rule 5615 of the Nasdaq Stock Market Rules, as a foreign private issuer, we have elected
to rely on home country governance requirements and certain exemptions thereunder rather than the Nasdaq Stock Market Rules, with
respect to the following requirements:
| ● | Annual Shareholder Meeting - Nasdaq Rule 5620(a) |
The Company is currently following Home Country Practices in lieu of Nasdaq Rule 5620(a), which requires a company to hold an annual meeting of shareholders no later than one year after the end of its fiscal year.
| ● | Compensation Committee Composition - Nasdaq Rule 5605(d)(2) |
The Company does not intend to follow Nasdaq Rule 5605(d)(2), which requires a compensation committee to compose entirely of independent directors. The Company intends to follow the Home Country Practices instead.
| ● | Nominating and Corporate Governance Committee Composition - Nasdaq Rule 5605(e)(1) |
The Company does not intend to follow Nasdaq Rule 5605(e)(1), which requires a nominating and corporate governance committee to compose entirely of independent directors. The Company intends to follow the Home Country Practices instead.
| ● | Executive Sessions - Nasdaq Rule 5605(b)(2) |
The Company’s independent directors may not have regularly scheduled meetings at which only independent directors are present.
| ● | Shareholder Approval for Issuance of Securities - Nasdaq Rule 5635(d) |
The Company will not seek shareholders’ approval of any issuance of securities in connection with a transaction, other than a public offering, where such transaction involves the issuance of 20% or more of the Company’s total outstanding common shares (or securities exercisable for the Company’s common shares) at a price less than the minimum price as defined in Nasdaq Rule 5635(d)(1)(A).
Shareholder Approval for Equity Compensation - Nasdaq Rule 5635(c)
The Company will not seek shareholders’ approval for the establishment of or any material amendments to equity compensation or purchase plans or other equity compensation arrangements.
| ● | Shareholder Approval for Change of Control - Nasdaq Rule 5635(b) |
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.
| ● | Shareholder Approval for Acquisition of Stock or Assets of Another Company - Nasdaq Rule 5635(a) |
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.
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6.D. Employees
We
have one employee at this time, our Chief Executive Officer, Frank Wheatley.
Currently, all of our other executive officers and advisers work for us as independent contractors under consulting agreements. These agreements and the employment agreement with our Chief Executive Officer, typically include a confidentiality covenant that requires consultants to protect our confidential information during their engagement with us. In addition, these consulting agreements include typical non-compete clauses that prohibit the consultants from entering into competitive employment relationships while they are working for us.
6.E. Share Ownership
The following table sets forth information with respect to beneficial ownership of our share capital as of the date of this Annual Report by:
| ● | Each of our directors and named executive officers; |
| ● | All directors and named executive officers as a group; and |
| ● | Each person who is known by us to beneficially own 5% or more of each class of our voting securities. |
| Common Shares Beneficially Owned(1) |
||||||||
| Directors and Executive Officers | Number of Shares | Percent of Class (%) | ||||||
| Frank Wheatley, Chief Executive Officer (2) | [●] | *% | ||||||
| Kyle Nazareth, Interim Chief financial Officer | — | *% | ||||||
| Peretz Schapiro, Director(3) | [●] | *% | ||||||
| Brian Youngs, Vice President, Exploration(4) | [●] | *% | ||||||
| Nachum Labkowski, Director(5) | [●] | *% | ||||||
| Kathleen Skerrett, Director(6) | [●] | *% | ||||||
| Brian Imrie, Director(7) | [●] | *% | ||||||
| Shlomo Kievman, Director(8) | [●] | *% | ||||||
| Jack Wortzman(9) | [●] | *% | ||||||
| All executive officers and directors (9 persons) | [●] | [●%] | ||||||
*Less than 1%
| (1) | As of the date of this report, a total of [●] 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 [●] restricted stock units none of which are currently exercisable within 60 days and options for the purchase of [●]common shares, none of which are exercisable within 60 days. The restricted stock units are exercisable for the corresponding number of common shares and vest as follows: [●] restricted stock units shall vest upon the volume weighted average price, or VWAP, of the Company’s common shares exceeding the greater of each of these thresholds for a period of 20 consecutive trading days: (i) US$[●]; (ii) US$[●]; (iii) US$[●]; and (iv) US$[●], and [●] restricted stock units shall vest upon the VWAP of the Company’s common shares exceeding the greater of each of these thresholds for a period of 20 consecutive trading days: (i) US$[●]; and (ii) US$[●]. The options have an exercise price of US$[●] per share and a term of three years. They are subject to vesting over [●] months with [●]% of such Options vesting on [●], an additional [●]% vesting on [●] and the remaining [●]% vesting on [●]. 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. |
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| (3) | Consist of [●]. |
| (4) | Consists of [●] restricted common shares, warrants for the purchase of [●]common shares exercisable within 60 days and options for the purchase of [●] common shares exercisable within 60 days. |
| (5) | Consists of options for the purchase of [●] 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$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. 97,771 of the options are exercisable within 60 days of the date of this report. |
| (6) | Consist of [●]. |
| (7) | Consist of [●]. |
| (8) | Consist of [●]. |
| (9) | Consists of [●] |
None of our major shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
None.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major shareholders
Please refer to Item 6 “Directors, Senior Management and Employees-E. Share Ownership.”
7.B. Related Party Transactions
In accordance with IAS 24 - Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the compensation committee of our board of directors. The remuneration of directors and other members of key management personnel during the years ended June 30, 2025, 2024, and 2023 were as follows:
| 2025 | 2024 | 2023 | ||||||||||
| C$ | C$ | C$ | ||||||||||
| Directors' and Officers' consulting fees | 1,548,746 | 877,362 | 951,347 | |||||||||
| Cash payment | — | — | 334,738 | |||||||||
| Exploration and evaluation expenditures | 120,000 | 134,764 | 415,325 | |||||||||
| Addendum payments | — | — | 2,554,830 | |||||||||
| Total | 1,668,746 | 1,012,126 | 4,256,240 | |||||||||
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Exploration and evaluation expenditures
During the year ended June 30, 2025, fees of C$120,000 (2024 – C$134,764; 2023 - C$415,325) for services rendered by the Company’s Vice President of Exploration and its former Vice President of Resources Development, had been capitalized as exploration and evaluation assets on the consolidated statements of financial position.
Share-based compensation
During the year ended June 30, 2025, the Company had granted certain restricted stock units and options to various directors and officers. Total stock-based compensation of C$361,977 (2024 – C$953,845; 2023 - C$2,422,516) was recorded in connection with the vesting of these securities.
Other related party transactions
On January 25, 2023, the Company issued 18,462 common shares from a shares-for-debt settlement. As a result of the shares-for-debt settlement, the Company recorded a loss on settlement of C$157,501 on the consolidated statements of loss and comprehensive loss for the year ended June 30, 2023.
As at August 9, 2023, 12,308 restricted stock units with the put right option had met certain milestones required to vest. On September 26, 2023, the Company paid C$534,240 (US$400,000) to redeem these 12,308 restricted stock units at the put right exercise price.
On January 9, 2025, 13,267 restricted stock units were granted to members of our board of directors. These restricted stock units vest on the earlier of January 1, 2026 or the market capitalization of the Corporation exceeding U$150,000,0000 for 10 consecutive trading days.
On January 9, 2025, our board of directors passed a resolution by which the Chairman of the Board was granted 877,108 restricted stock units, which vest as follows:
| ● | 38,462 of the restricted stock units vest upon the earlier of (i) January 1, 2026; and (ii) the Company’s volume weighted average share price, or VWAP, exceeding a market capitalization of US$150,000,000 for 10 consecutive trading days; |
| ● | 76,923 of the restricted stock units vest on upon the Company’s VWAP exceeding a market capitalization of US$100,000,000 for 10 consecutive trading days; |
| ● | 76,923 of the restricted stock units vest on upon the Company’s VWAP exceeding a market capitalization of US$200,000,000 for 10 consecutive trading days; and |
| ● | upon every incremental U$100,000,000 increase in the Company’s market capitalization above US$200,000,000, an additional 76,923 restricted stock units shall vest. |
On January 10, 2025, 18,461 restricted stock units with the put right option were exercised. The Company paid C$863,280 (US$600,000) to redeem these 18,461 restricted stock units at the put right exercise price.
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 the Company, with an addendum which amended the termination clause of their respective agreements. As a result of the addendum, the Company recorded fees of C$1,672,988 (US$1,224,040) and C$881,842 (US$648,020), respectively, which are included in directors’ and officers’ consulting fees during the year ended June 30, 2023.
On December 5, 2022, payout was made to the respective entities controlled by the former Chief Executive Officer and the former Chief Operating Officer of the Company.
As of June 30, 2025, the Company has made a claim against these former officers.
Related party balances
All related party balances, for services and business expense reimbursements rendered as at June 30, 2025, 2024 and 2023 are non-interest bearing and payable on demand, and are comprised of the following:
| 2025 | 2024 | 2023 | ||||||||||
| C$ | C$ | C$ | ||||||||||
| Payable to officers and directors | 127,925 | 141,144 | 76,329 | |||||||||
| 127,925 | 141,144 | 76,329 | ||||||||||
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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 2025, 2024, and 2023 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 our 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.
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.
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9.F. Expenses of the Issue
Not Applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
On May 2, 2025, we effected a one-for-thirteen (1-for-13) reverse stock split of our common shares, or the Reverse Stock Split, pursuant to which our shareholders received one issued and outstanding post-Reverse Stock Split common share in exchange for 13 outstanding pre-Reverse Stock Split common shares. Unless otherwise noted, all share and per share information and data in this Annual Report have been retroactively adjusted to reflect the Reverse Stock Split.
The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value of which 8,748,167 common shares were issued and outstanding as of June 30, 2025. 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 our board of directors.
| Outstanding Share Data | No. of Common Shares |
No. of Preferred Shares |
Exercise Price per Share |
Expiry Date |
| Issued and Outstanding as at October 30, 2025 | [●] | Nil | N/A | N/A |
| Warrants | 78,462 | Nil | US$44.03 | March 31, 2026 – September 21, 2028 |
| Stock Options | 66,137 | Nil | US$5.00 | July 14, 2026 – May 24, 2029 |
| Restricted Share Units | [●] | Nil | N/A | N/A |
| Fully Diluted as at October 30, 2025 | [●] | Nil | N/A | N/A |
Item 10.A.4. Warrants
All warrants have been issued pursuant to resolutions of our board of directors.
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The following summarizes warrant activity for the years ended June 30, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Number of warrants |
Weighted average exercise price |
Number of warrants |
Weighted average exercise price |
Number of warrants |
Weighted average exercise price |
|||||||||||||||||||
| # | $ | # | $ | # | $ | |||||||||||||||||||
| Opening Balance | 99,614 | 66.69 | 117,312 | 52.00 | 63,162 | 51.09 | ||||||||||||||||||
| Issuance of Octagon Warrants | 19,231 | US$13.00 | ||||||||||||||||||||||
| Issuance of Agents’ Warrants | — | — | 6,615 | US$34.71 | — | — | ||||||||||||||||||
| Issuance of Incentive Warrants | — | — | — | — | 5,769 | US$39.00 | ||||||||||||||||||
| Issuance of Incentive Warrants | — | — | — | — | 5,769 | US$52.00 | ||||||||||||||||||
| Issuance of Incentive Warrants | — | — | — | — | 5,769 | US$65.00 | ||||||||||||||||||
| Issuance of Performance Warrants | — | — | 7,692 | US$26.00 | — | — | ||||||||||||||||||
| Issuance of Performance Warrants | — | — | 7,692 | US$32.50 | — | — | ||||||||||||||||||
| Issuance of Performance Warrants | — | — | 7,692 | US$39.00 | — | — | ||||||||||||||||||
| Issuance of Settlement Warrants | — | — | 153,846 | US$19.50 | 38,462 | US$32.50 | ||||||||||||||||||
| Exercised | — | — | — | — | (1,619 | ) | 19.50 | |||||||||||||||||
| Expired | (7,692 | ) | US$26.00 | (2,462 | ) | 16.25 | — | — | ||||||||||||||||
| Expired | (7,692 | ) | US$32.50 | (39,433 | ) | 19.50 | — | — | ||||||||||||||||
| Expired | (7,692 | ) | US$39.00 | (5,494 | ) | 29.25 | — | — | ||||||||||||||||
| Expired | (5,769 | ) | US$39.00 | |||||||||||||||||||||
| Expired | (5,769 | ) | US$52.00 | |||||||||||||||||||||
| Expired | (5,769 | ) | US$65.00 | |||||||||||||||||||||
| Cancellation of Settlement Warrants | — | — | (153,846 | ) | US$19.50 | — | — | |||||||||||||||||
| Ending Balance | 78,462 | US$44.03 | 99,614 | 66.69 | 117,312 | 52.00 | ||||||||||||||||||
As of June 30, 2025, the following warrants were outstanding:
| Date of expiry |
Number of |
Exercise price |
Weighted |
||||||||||
| # | US$ | Years | |||||||||||
| March 31, 2026 | 38,462 | 32.50 | 0.75 | ||||||||||
| April 1, 2026 | 19,231 | 13.00 | 0.75 | ||||||||||
| November 19, 2026 | 14,154 | 121.88 | 1.39 | ||||||||||
| September 21, 2028 | 6,615 | 34.71 | 3.23 | ||||||||||
| 78,462 | 44.03 | 1.08 | |||||||||||
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 Plan provides that our board of directors 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.
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As of June 30, 2025, there were 62,137 stock options outstanding (June 30, 2024: 62,137; June 30, 2023: 112,493).
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 30, 2025 are as follows:
| Name | Number of Options |
Number of Options currently vested |
Exercise Price |
Expiration Date |
| Nachum Labkowski,
Director |
12,308
|
12,308
|
US$5.00
|
May 24, 2029
|
| 7,522 | 7,521 | US$5.00 | November 18, 2026 | |
| 7,692 | 7,692 | US$5.00 | January 30, 2028 | |
|
Brian Imrie, Director |
3,846 | 3,846 | US$5.00 | January 30, 2028 |
| Jack Wortzman, Director | 4,000 | 4,000 | US$5.00 | January 30, 2028 |
|
Peretz Schapiro, Director |
3,846 | 3,846 | US$5.00 | January 30, 2028 |
|
Shlomo Kievman, Director |
3,846 | 3,846 | US$5.00 | January 30, 2028 |
|
Kathleen Skerrett, Director |
3,846 | 3,846 | US$5.00 | January 30, 2028 |
|
Frank Wheatley, Chief Executive Officer |
19,231 | 19,231 | US$5.00 | July 14, 2026 |
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 three fiscal years are as follows:
On January 25, 2023, the Company issued the equivalent of 18,462 common shares to settle a debt of US$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, the equivalent of 1,619 common shares were also issued as a result of the exercise of Warrants.
On September 21, 2023, the Company closed a best-efforts flow-through financing through the issuance of the equivalent of 164,152 common shares.
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On September 21, 2023, the Company issued the equivalent of 1,637 common shares to a third-party pursuant to a letter agreement.
On October 20, 2023, the Company issued the equivalent of 3,076 common shares to a third-party pursuant to a marketing agreement.
On February 8, 2024, the Company issued the equivalent of 38,462 common shares in connection with an option agreement relating to the Company’s Muskrat Dam Project, or the Muskrat Dam Option Agreement.
On February 14, 2024, the Company issued the equivalent of 4,615 common shares upon the vesting of restricted share units.
On February 20, 2024, the Company issued the equivalent of 25,000 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 the equivalent of 76,922 common shares pursuant to an agreement for the acquisition of the Black Lake Uranium Project.
On June 28, 2024, the Company issued the equivalent of 269,231 common shares in consideration for the amendment and termination of the Muskrat Dam Option Agreement.
On August 7, 2024, the Company issued the equivalent of 155,730 common shares in connection with our acquisition of the First Stage Interest with respect to the Engo Valley Uranium Project.
From August 22, 2024 until December 18, 2024, the Company sold the equivalent of 1,009,919 common shares under the August 2024 ATM Offering.
On December 20, 2024, the Company issued the equivalent of 1,211,538 common shares in a best-efforts public offering.
On December 31, 2024, the Company issued the equivalent of 1,442,307 common shares in a best-efforts public offering.
On January 10, 2025, the exercise prices on the Company’s then outstanding options were reduced, with the result that the weighted average exercise price of our outstanding options was been reduced from the equivalent of US$39.39 to the equivalent of US$19.50.
On January 10, 2025, the Company issued the equivalent of 7,692 common shares upon the vesting of the equivalent of 7,692 restricted share units, and the equivalent of 18,461 then vested restricted share units were redeemed for cash.
On January 10, 2025, the Company granted the equivalent of 890,375 restricted share units.
On January 10, 2025, the Company issued the equivalent of 45,384 common shares in connection with debt settlements and bonuses.
On January 27, 2025, the Company issued the equivalent of 1,230,769 common shares in a best-efforts public offering.
On February 28, 2025, the Company issued the equivalent of 416,922 common shares in connection with debt settlements.
On March 12, 2025, the Company issued the equivalent of 123,076 common shares in connection with debt settlements.
On March 13, 2025, the Company issued the equivalent of 121,153 common shares in connection with debt settlements.
From April 17, 2025 until June 30, 2025, the Company sold 948,359 common shares under the April 2025 ATM Offering.
During the year ended June 30, 2025, the Company bought back an aggregate of the equivalent of 22,919 common shares.
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Subsequent to June 30, 2025, the Company has sold 6,737,564 common shares under the April 2025 ATM Offering.
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 the equivalent of 164,152 common shares at a price of the equivalent of approximately C$46.95 (US$34.71) per common share, for gross proceeds of C$7,707,292 (US$5,697,710). In connection with the offering, the Company issued the equivalent of 6,615 agents’ warrants at the equivalent of approximately US$34.71 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 31, 2025, an aggregate of 78,462 common shares were issuable upon the exercise of outstanding common share purchase warrants, with a weighted average exercise price of US$44.03 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” below.
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10.E. Taxation
Canadian Income Tax Considerations
The following summary describes, as of the date hereof, the material Canadian federal income tax considerations generally applicable to a purchaser who acquires, as a beneficial owner, common shares pursuant to this 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 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.
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Dispositions
A Non-Canadian Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of a common share, nor will capital losses arising therefrom be recognized under the Canadian Tax Act, unless (i) the common shares are “taxable Canadian property” to the Non-Canadian Holder for purposes of the Canadian Tax Act at the time of disposition; and (ii) the Non-Canadian Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident.
Generally, the common shares will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that the common shares are listed at that time on a “designated stock exchange” (as defined in the Canadian Tax Act), which includes Nasdaq unless at any particular time during the 60-month period that ends at that time:
| ● | at least 25% of the issued shares of any class or series of our capital stock was owned by or belonged to any combination of (a) the Non-Canadian Holder, (b) persons with whom the Non-Canadian Holder does not deal at arm’s length, and (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, and |
| ● | more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of: (i) real or immoveable property situated in Canada, (ii) “Canadian resource properties” (as that term is defined in the Canadian Tax Act), (iii) “timber resource properties” (as that term is defined in the Canadian Tax Act) and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. |
Notwithstanding the foregoing, in certain circumstances, common shares could be deemed to be “taxable Canadian property.”
A Non-Canadian Holder’s capital gain (or capital loss) of a disposition or deemed disposition of common shares that constitute or are deemed to constitute taxable Canadian property (and are not “treaty-protected property” as defined in the Canadian Tax Act) generally will be computed and taxed as though the Canadian Holder were a Resident Holder. Such Non-Canadian Holder may be required to report the disposition or deemed disposition of common shares by filing a tax return in accordance with the Canadian Tax Act. Non-Canadian Holders whose common shares may be taxable Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.
U.S. Federal Income Taxation Considerations
The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of common shares by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase our common 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.
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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.
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.
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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, 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.
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Each U.S. person that is an investor of a PFIC is generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The U.S. federal income tax rules relating to PFICs 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.
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.
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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.
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.
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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 our board of directors. Please see note 26 to our consolidated financial statements included 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.
Not applicable.
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, 2025. 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 June 30, 2025.
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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets; (ii) 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 (iii) 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.
79
Management evaluated the effectiveness of our internal control over financial reporting as of June 30, 2025. 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, 2025.
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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
It should be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.
Our board of directors has determined that each of Brian Imrie, Shlomo Kievman and Kathleen Skerrett qualifies as an “Audit Committee Financial Expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC and also meets Nasdaq’s financial sophistication requirements. 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, 2025, 2024, and 2023 by DeVisser Gray LLP, the Company’s principal accounting firm.
80
| Accountant Fees and Services | 2025 | 2024 | 2023 | |||||||
| 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, 2025, 2024, and 2023, were C$45,000 (approximately US$32,985), 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$12,828), C$17,500 (approximately US$13,218), and C$17,500 (approximately US$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 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.
81
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 our 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 then largest shareholder. 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. |
| ● | 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. |
82
| ● | 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
We have adopted a written insider trading policy, or the Insider 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 Insider Trading Policy provides guidance to the directors, officers, employees, consultants, and contractors, including agents, of the Company, or Company Personnel, and the Company’s 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 Insider 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.
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.
Our board of directors 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 our board of directors on cybersecurity risk management matters as needed. Any material cybersecurity incidents would be reported to our board of directors by the Chief Financial Officer. In the case of a material cybersecurity incident, our board of directors 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.
83
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.
84
ITEM 19. EXHIBITS
85
*Filed or furnished herewith, as applicable.
86
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 (Principal Executive Officer) |
Title: | Interim Chief Financial
Officer (Principal Financial and Accounting Officer) | |
| Date: | October 31, 2025 | Date: | October 31, 2025 | |
87
Snow Lake Resources Ltd.
Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Snow Lake Resources Ltd.
Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
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, 2025 and 2024 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, 2025, and a summary of material 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, 2025 and 2024 and its financial performance and its cash flows for each of the years in the three-year period ended June 30, 2025, in accordance with IFRS Accounting 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. Without modifying our opinion, we draw attention to Note 1 in the financial statements, which indicates that the Company has not yet placed any of its mineral properties into production and, as a result, the Company has no source of operating cash flow. The Company’s ability to continue as a going concern is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations, or, in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that casts substantial doubt as to the Company's ability to continue as a going concern. 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.
CHARTERED PROFESSIONAL ACCOUNTANTS
October 31, 2025
We have served as the Company’s auditor since 2019.
1
Snow Lake Resources Ltd.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| As at | As at | |||||||
| June 30, 2025 | June 30, 2024 | |||||||
| $ | $ | |||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | ||||||||
| Sales tax receivable (Note 4) | ||||||||
| Prepaids and deposits (Note 5) | ||||||||
| Short-term loan receivable (Note 6) | ||||||||
| Short-term investments (Note 7) | ||||||||
| Total Current Assets | ||||||||
| Exploration and evaluation assets (Note 8) | ||||||||
| Investment in joint venture (Note 9) | ||||||||
| Long-term loan receivable (Note 10) | ||||||||
| Long-term investment (Note 11) | ||||||||
| Right-of-use assets (Note 12) | ||||||||
| Total Assets | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities (Note 13) | ||||||||
| Due to related party (Note 23) | ||||||||
| Lease liabilities - current portion (Note 14) | ||||||||
| Derivative liabilities (Note 15) | ||||||||
| Deferred liabilities (Note 9) | ||||||||
| Other liabilities (Note 16) | ||||||||
| Total Current Liabilities | ||||||||
| Deferred liabilities (Note 9) | ||||||||
| Flow-through premium liability (Note 17) | ||||||||
| Total Liabilities | ||||||||
| Equity | ||||||||
| Share capital (Note 18) | ||||||||
| Share-based payments reserve (Note 20) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Equity | ||||||||
| Nature of operations and going concern (Note 1) | ||||||||
| Contingencies (Note 27) | ||||||||
| Subsequent events (Note 28) | ||||||||
| 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
2
Snow Lake Resources Ltd.
Consolidated Statements of Loss and Comprehensive Loss
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Expenses | ||||||||||||
| Professional fees | ||||||||||||
| Consulting fees | ||||||||||||
| Stock-based compensation (Notes 16, 18, 19, 20, 23) | ||||||||||||
| Directors’ and officers’ consulting fees (Note 23) | ||||||||||||
| Insurance expense | ||||||||||||
| General and administrative expenses | ||||||||||||
| Travel expenses | ||||||||||||
| Transfer agent and regulatory fees | ||||||||||||
| Research expenses | ||||||||||||
| Depreciation on right-of-use assets (Note 12) | ||||||||||||
| Bank fees and interest | ||||||||||||
| Accretion expense (Note 14) | ||||||||||||
| Interest on loan and debentures | ||||||||||||
| Total Expenses | ( | ) | ( | ) | ( | ) | ||||||
| Other Items | ||||||||||||
| Loss on termination of property options (Note 8) | ( | ) | ( | ) | ||||||||
| Gain (loss) on change in fair value of derivative liabilities (Note 15) | ( | ) | ||||||||||
| Realized loss on sale of short-term investments (Note 7) | ( | ) | ||||||||||
| Unrealized gain on change of fair value of investments (Note 7, 11) | ||||||||||||
| Share of loss on investment in joint venture (Note 9) | ( | ) | ||||||||||
| Gain (loss) on debt settlement (Note 18) | ( | ) | ( | ) | ||||||||
| Taxes and penalties (Note 17) | ( | ) | ||||||||||
| Premium on flow-through shares (Note 17) | ||||||||||||
| Reversal on flow-through premium liability (Note 17) | ||||||||||||
| Grant income | ||||||||||||
| Interest income (Note 10) | ||||||||||||
| Foreign exchange gain (loss) | ( | ) | ||||||||||
| Total other income | ( | ) | ( | ) | ||||||||
| Net Loss and Comprehensive Loss | ( | ) | ( | ) | ( | ) | ||||||
| Weighted Average Number of Outstanding Shares | ||||||||||||
| Basic and diluted (Note 22) | ||||||||||||
| Net Loss per Share | ||||||||||||
| Basic and diluted (Note 22) | ( | ) | ( | ) | ( | ) | ||||||
The accompanying notes are an integral part of these consolidated financial statements
3
Snow Lake Resources Ltd.
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended June 30, 2025, 2024, and 2023
(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, 2022 | ( | ) | ||||||||||||||||||||||||||
| Issuance of debt settlement | ||||||||||||||||||||||||||||
| Stock-based compensation (Notes 16, 18, 19, 20, 23) | — | |||||||||||||||||||||||||||
| Cancellation of stock options (Note 20) | — | ( | ) | |||||||||||||||||||||||||
| Exercise of warrants (Notes 15, 21) | ( | ) | ||||||||||||||||||||||||||
| Net loss for the year | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares on financing (Note 18) | ||||||||||||||||||||||||||||
| Flow-through share liability (Notes 17, 18) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share issue costs (Note 18) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of shares per agreements (Note 18) | ||||||||||||||||||||||||||||
| Issuance of shares per option agreements (Note 8) | ||||||||||||||||||||||||||||
| Shares issued on vested RSUs (Notes 19) | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation (Notes 16, 18, 19, 20, 23) | — | |||||||||||||||||||||||||||
| Cancellation of RSUs (Note 19) | — | ( | ) | |||||||||||||||||||||||||
| Cancellation of stock options (Note 20) | — | ( | ) | |||||||||||||||||||||||||
| Expiry of warrants (Notes 15, 21) | — | ( | ) | |||||||||||||||||||||||||
| Net loss for the year | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares on financing (Note 18) | ||||||||||||||||||||||||||||
| Share issue costs (Note 18) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of shares per agreements (Note 18) | ||||||||||||||||||||||||||||
| Issuance of shares per option agreements (Note 8) | ||||||||||||||||||||||||||||
| Stock-based compensation (Notes 16, 18, 19, 20, 23) | ||||||||||||||||||||||||||||
| Treasury shares held for cancellation (Note 18) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Cash in lieu on shares consolidation | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss for the year | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
4
Snow Lake Resources Ltd.
Consolidated Statements of Cash Flows
For the Years Ended June 30, 2025, 2024, and 2023
(Expressed in Canadian Dollars)
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Operating Activities | ||||||||||||
| Net loss for the year | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments for non-cash items: | ||||||||||||
| Depreciation on right-of-use assets (Note 12) | ||||||||||||
| Issuance of warrants for claims settlement | ||||||||||||
| Accretion expense (Note 14) | ||||||||||||
| Interest income (Note 10) | ( | ) | ||||||||||
| Issuance of warrants for services (Notes 15, 21) | ||||||||||||
| Loss on termination of property options (Note 8) | ||||||||||||
| Loss (gain) on change in fair value of derivative liabilities (Note 15) | ( | ) | ( | ) | ||||||||
| Unrealized gain on change of fair value of investments (Note 7, 11) | ( | ) | ||||||||||
| Realized loss on sale of short-term investments (Note 7) | ||||||||||||
| Share of loss on investment in joint venture (Note 9) | ||||||||||||
| Issuance of shares per marketing service agreements | ||||||||||||
| Loss on debt settled through the issuance of shares (Note 18) | ||||||||||||
| Issuance of shares per agreements (Note 18) | ||||||||||||
| Premium on flow-through shares (Note 17) | ( | ) | ( | ) | ||||||||
| Reversal on flow-through premium liability (Note 17) | ( | ) | ||||||||||
| Stock-based compensation (Notes 16, 18, 19, 20, 23) | ||||||||||||
| Foreign exchange loss (gain) | ( | ) | ( | ) | ||||||||
| ( |
) | ( |
) | ( |
) | |||||||
| Adjustments for non-cash items: | ||||||||||||
| Sales tax receivable | ( | ) | ||||||||||
| Prepaids and deposits | ( | ) | ||||||||||
| Due from related party | ||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||
| Due to related parties | ( | ) | ( | ) | ||||||||
| Cash Flows used in Operating Activities | ( | ) | ( | ) | ( | ) | ||||||
| Financing Activities | ||||||||||||
| Proceeds from equity financing (Note 18) | ||||||||||||
| Share issuance costs (Note 18) | ( | ) | ( | ) | ||||||||
| Shares repurchased | ( | ) | ||||||||||
| Cash in lieu on shares consolidation | ( | ) | ||||||||||
| Repayment of loan | ( | ) | ||||||||||
| Proceeds from exercise of warrants (Note 21) | ||||||||||||
| Payment on redemption of restricted share units (Notes 16, 19, 23) | ( | ) | ( | ) | ||||||||
| Payments made on lease deposit | ( | ) | ||||||||||
| Lease payments (Note 14) | ( | ) | ( | ) | ( | ) | ||||||
| Cash Flows provided by (used in) Financing Activities | ( | ) | ||||||||||
| Investing Activities | ||||||||||||
| Payments for exploration and evaluation assets | ( | ) | ( | ) | ( | ) | ||||||
| Investments in Joint Venture (Note 9) | ( | ) | ||||||||||
| Investment in short-term loan receivable (Note 6) | ( | ) | ||||||||||
| Purchases of short-term investments (Note 7) | ( | ) | ||||||||||
| Investment in long-term loan receivable (Note 10) | ( | ) | ||||||||||
| Purchases of long-term investments (Note 11) | ( | ) | ||||||||||
| Proceeds from sale of short-term investments (Note 7) | ||||||||||||
| Cash Flows used in Investing Activities | ( | ) | ( | ) | ( | ) | ||||||
| (Decrease) Increase in Cash | ( | ) | ( | ) | ||||||||
| Cash, beginning of year | ||||||||||||
| Cash, end of year | ||||||||||||
| Supplemental Information | ||||||||||||
| Exploration and evaluation assets in accounts payable | ||||||||||||
| Share issuance costs in accounts payable | ||||||||||||
| Fair value of agent’s warrants issued as share issuance costs | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
5
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(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, 2025, 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 IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board. 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 31, 2025.
| (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. These 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.
6
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2. | Basis of Presentation (continued) |
| (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.
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.
7
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2. | Basis of Presentation (continued) |
| (e) | Significant Accounting Judgments and Estimates (continued) |
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.
Determination of joint control and classification
The assessment of whether the Company has control, joint control, or significant influence over another entity requires judgment. Key considerations include: (i) the activities that most significantly affect returns and how decisions about those activities are made; (ii) whether decisions require unanimous consent of the parties that collectively control the arrangement; (iii) whether rights held by other parties are substantive or protective; and (iv) the legal form of any separate vehicle and the contractual terms. These judgments affect whether an investee is consolidated as a subsidiary, accounted for as a joint operation or joint venture, or as an associate. Changes in facts and circumstances may result in a re-assessment of the classification.
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.
8
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 2. | Basis of Presentation (continued) |
| (e) | Significant Accounting Judgments and Estimates (continued) |
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.
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, funds held in trust with the Company’s legal counsels, and funds held with the Company’s financing agent and investment broker, which are 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.
9
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (d) | Joint arrangements |
The Company applies IFRS 11 Joint Arrangements to all arrangements where two or more parties are bound by a contractual arrangement and share joint control. The Company determines the type of joint arrangement by assessing its rights and obligations arising from the structure and terms of the arrangement, considering the legal form of the vehicle, the terms agreed by the parties, and other facts and circumstances.
Joint operations
When the Company has rights to the assets and obligations for the liabilities of the arrangement, it recognizes its direct share of assets, liabilities, revenues and expenses in accordance with the relevant IFRS standards.
Joint ventures
When the Company has rights to the net assets of the arrangement, the interest is classified as a joint venture and accounted for using the equity method under IAS 28. The investment is initially recognized at cost and subsequently adjusted for the Company’s share of the joint venture’s profit or loss and other comprehensive income. Unrealized gains and losses on transactions with the joint venture are eliminated to the extent of the Company’s interest, unless the transaction provides evidence of impairment. If the Company’s share of losses exceeds the carrying amount of the investment, the carrying amount is reduced to nil and further losses are recognized only to the extent that the Company has a legal or constructive obligation to make payments on behalf of the joint venture. The Company assesses investments in joint ventures for impairment in accordance with IAS 36.
| (e) | 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, short-term and long-term loans receivable, and short-term and long-term investments. 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.
10
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (e) | Financial Instruments (continued) |
Financial assets at fair value through other comprehensive income
Debt and equity instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVTOCI. Movements in fair values are recognized in other comprehensive income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit and loss.
When the financial asset is derecognized, the cumulative gain or loss recognized in OCI is reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial assets is recognized using the effective interest rate method and presented in “interest income”. As at June 30, 2025 and 2024, 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:
Schedule of Financial Assets and Financial Liabilities
| Cash | |
| Short-term loan receivable | |
| Short-term investments | |
| Long-term loan receivable | |
| Long-term investment | |
| Due to/from related parties | |
| Accounts payable | |
| Lease liabilities | |
| Deferred 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 profit and loss.
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.
11
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (e) | 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.
| (f) | 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.
| (g) | 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.
12
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (h) | 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.
| (i) | Provisions |
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
| (j) | 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.
13
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (j) | Income Taxes (continued) |
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.
| (k) | 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.
| (l) | Share-Based Payments Transactions |
The Company operates a stock option plan (the “Option Plan”). Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or at the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The fair value of options is determined based on the application of the Black-Scholes valuation model (“Black-Scholes”). The fair value of equity-settled stock-based compensation transactions is recognized as an expense with a corresponding increase in the share-based payments reserve.
If share-settled awards are modified, as a minimum an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
Amounts recorded for cancelled or expired unexercised options are transferred to accumulated deficit in the period of which the cancellation or expiry occurs.
The Company also operates a RSUs Plan, where RSUs are granted to directors, employees and consultants from time to time. RSUs are measured at the fair value of the date of grant, based on the closing price of the Company’s common shares on the date of grant. The fair value of stock-based compensation on RSUs is recognized as an expense with a corresponding increase in the reserve for RSUs over the vesting period.
From time to time, the Company may also grant RSUs with a put right option, which provides the grantee with the right (the “Put Right Option”), but not the obligation to cause the Company to purchase all or a portion of the vested RSUs at a put purchase price (the “Put Purchase Price”). As the grantee has the choice of settlement through cash or in shares, these RSUs with the Put Right Option are considered to be a compound financial instrument that includes both a liability component and an equity component. At the measurement date, the Company accounts for the two components separately i.e. applying the requirements for cash-settled share-based payments to the liability component and applying the requirements for equity-settled share-based payments to the equity component, if that component has a recognized value. Applying the requirements for equity-settled share-based payments, the value of the equity component is not remeasured subsequently. Applying the requirements for cash-settled share-based payments, the liability is remeasured at each reporting date and on settlement date to its fair value.
If the grantee chooses cash settlement, then the cash payment settles the liability. Any equity component previously recognized in equity remains in equity. If the grantee employee chooses settlement in equity instruments, then the liability is transferred to equity as consideration for issuing the equity instruments.
14
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (m) | 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.
| (n) | 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.
| (o) | 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.
| (p) | Foreign Currency Translation |
Monetary assets and liabilities denominated in currencies other than CAD are translated into CAD at the rate of the consolidated financial statements of the Company are prepared in its functional currency, determined on the basis of the primary economic environment in which the entity operates. Given that operations are in Canada, the presentation and functional currency of the Company is the Canadian dollar.
Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.
| (q) | 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.
15
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 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 |
Schedule of prepaid expenses
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Prepaid insurance | ||||||||||||
| Prepaid professional fees | ||||||||||||
| Prepaid rent | ||||||||||||
| Advances made to suppliers and deposits | ||||||||||||
| Prepaids and deposits | ||||||||||||
| 6. | Short-term loan receivable |
On
June 16, 2025, the Company advanced $
The loan is repayable in 39 consecutive weekly instalments of USD $44,041, commencing the first week of July 2025. The total expected cash inflow over the term of the loan is approximately USD $1,717,600. The effective yield embedded in the amortization schedule is approximately 43% per annum. Prepayment is permitted at any time, subject to a 1% premium if prepaid prior to the 26th weekly payment.
The facility is secured by a first-priority lien over the borrower’s present and future accounts receivable, inventory, equipment, general intangibles, and cash. The loan agreement also contains standard financial and reporting covenants, restrictions on incurrence of additional debt, and customary events of default provisions.
The
Company has designated this loan as a short-term financial asset measured at amortized cost. As at June 30, 2025, the short-term loan receivable was recorded at $
| 7. | Short-term investments |
The Company’s short-term investments consist of the following:
Schedule of Company’s Short-Term Investment
| Entity | Balance at June 30, 2023 and 2024 | Additions | Dispositions | Realized gain (loss) on sale of investments | Unrealized gain (loss) on change of fair value of investments | Balance at June 30, 2025 | ||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Top End Energy Limited (Shares) | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Resolution Minerals Ltd. (Shares) | — | ( | ) | |||||||||||||||||||||
| — | ( | ) | ( | ) | ||||||||||||||||||||
| 8. | Exploration and Evaluation Assets |
The following summarizes the movement of the Company’s E&E assets for the years ended June 30, 2025, 2024 and 2023:
Schedule of Movement Of The Company's EE Assets
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Balance, beginning of year | ||||||||||||
| Exploration and evaluation expenditures | ||||||||||||
| Disposal due to termination of property agreements | ( | ) | ( | ) | ||||||||
| Balance, end of year | ||||||||||||
16
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 8. | Exploration and Evaluation Assets (continued) |
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, Canada (the “Shatford Lake Lithium 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 (paid) and minimum E&D expenditures of $600,000 (incurred); 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 Lithium 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.
Engo Valley Uranium Project
On July 31, 2024, the Company and a British Columbia company (the “Vendor”) entered into a Share Purchase Agreement (the “SPA”) 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.
Pursuant to the SPA, the Company will 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 155,730 common shares (issued). |
| (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 (incurred), 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. |
17
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 8. | 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 its 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 79,302 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 79,302 common shares. |
Mound Lake Property
On January 10, 2025, the Company and Free Battery Metal Limited (“Free Battery”) entered into a Term Sheet pursuant to which Snow Lake can earn up to an 80% interest in Free Battery’s Mound Lake Property. The Mound Lake Property encompasses 243 single-cell unpatented mineral claims covering over 4,800 hectares.
Pursuant to the terms and conditions of the transaction, Snow Lake can earn up to an 80% interest in the Mound Lake property through the following Option Earn-Ins:
| ● | First Option: Upon payment of $20,000 by Snow Lake to Free Battery (paid), Snow Lake shall earn a 10% interest in the Mound Lake Property. |
| ● | Second Option: On or before the first anniversary of the effective date, Snow Lake shall have the right to acquire an additional 41% interest in the Mound Lake Property upon Snow Lake: |
| i) | having made work expenditures of at least $1,000,000; and |
| ii) | paying $500,000 to Free Battery. |
| ● | Third Option: On or before the second anniversary of the effective date, Snow Lake shall have the right to acquire an additional 29% interest in the Mound Lake Property upon Snow Lake: |
| i) | having made additional work expenditures of $1,000,000; and |
| ii) | paying an additional $1,000,000 to Free Battery. |
Prior to the completion of a pre-feasibility study on the Mound Lake Property, Snow Lake will be the operator of the Mound Lake Property and be responsible for all costs and expenses associated with exploration and development of the Mound Lake Property.
Following the completion of a pre-feasibility study on the Mound Lake Property, the parties shall diligently and in good faith negotiate the terms of a joint venture arrangement to advance development of the Mound Lake Property. Such arrangement will include, among other things, (i) a mechanism by which expenditures on the Mound Lake Property will be funded on a pro rata basis, based upon the respective parties proportionate interest in the Mound Lake Property; (ii) in the event any one party declines to fund the expenditures in proportion to their interest, their respective interest in the joint venture shall be reduced accordingly, subject to the Dilution Conversion (as defined hereinafter); (iii) a mechanism for preparing and approving a budget and work program in respect of the Mound Lake Property; and (iv) the ongoing management of the joint venture.
Following the exercise of the First Option, in the event that either party's interest in the Mound Lake Property falls below 10%, such party's interest shall be converted into a 1% net smelter return royalty on the Mound Lake Property, which shall not be subject to a right of first refusal or any other pre-emptive rights in favour to such party (the "Dilution Conversion").
Black Lake Uranium Project
On June 21, 2024, the Company acquired Global Uranium Acquisition Corp (Pty) Ltd. (“Global Uranium”) for cash consideration of $50,000 and the issuance of 76,923 common shares. Global Uranium held an option agreement to acquire a 100% interest in the Black Lake Uranium Project. On May 8, 2025, the Company defaulted on the option agreement. A loss on termination of the Black Lake option agreement of $1,379,415 was recorded in the consolidated statements of loss and comprehensive loss, consisting of previously capitalized E&E assets.
18
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 8. | Exploration and Evaluation Assets (continued) |
Buffalo Uranium Project
On February 18, 2025, the Company entered into a binding letter of intent to acquire Bazooka Resources Ltd. (“Bazooka”). Bazooka holds the exclusive option to acquire a 100% interest in the Buffalo Uranium Project. The Company made an initial cash payment of $70,904 (US$50,000) but subsequently made the determination to terminate the binding letter of intent. A loss on termination of $70,904 was recorded in the consolidated statements of loss and comprehensive loss, consisting of previously capitalized E&E assets.
Muskrat Dam Option Agreement
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 Dam Lake area of Western Ontario, near Kenora and the border with Manitoba (the “Muskrat Dam Project”).
Pursuant to the Muskrat Dam Option Agreement, the Company paid $50,000, issued an aggregate of 38,462 common shares (Note 18), and granted 153,846 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 $19.50 (see Note 15).
The
option agreement was amended and terminated on June 28, 2024, and the Company issued an aggregate of 269,231 shares in consideration
for the termination (see Note 18). The 153,846 2024 Settlement Warrants previously issued were cancelled (see Note 15). A loss
on termination of the Muskrat Dam Option Agreement of $
| 9. | Investment in Joint Venture |
On March 12, 2025, Snow Lake announced that it has entered into a 50/50 joint venture (the “Joint Venture”) with Global Uranium and Enrichment Limited (“GUE”), to acquire 100% of the Pine Ridge Uranium Project (“Pine Ridge”) in the Powder River Basin in Wyoming, United States.
The Company’s interest in the Joint Venture (“Powder River Basin LLC” or the “Buyer”) is accounted for using the equity method in the consolidated financial statements. Summarized financial information of the joint venture are set out below:
Schedule of financial information in Joint Venture
| June 30, 2025 | June 30, 2024 | |||||||
| $ | $ | |||||||
Current Assets, including cash and cash equivalents of $1,060,770 and prepayments of $93,953 | ||||||||
| Non-current assets | ||||||||
| Current liabilities | ( | ) | ||||||
| Non-current liabilities | ( | ) | ||||||
| Net Assets | ||||||||
The summarized statement of profit and loss of Powder River Basin LLC for the period from incorporation to June 30, 2025 is set out below:
Schedule of profit and loss of Powder River Basin LLC in Joint Venture
| June 30, 2025 | June 30, 2024 | |||||||
| $ | $ | |||||||
| Administrative expenses | ||||||||
| Insurance expenses | ||||||||
| Loss for the year | ( | ) | ||||||
| Company’s share of loss for the year | ( | ) | ||||||
19
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 9. | Investment in Joint Venture (continued) |
The carrying value of the investment in the Joint Venture is as follows:
| $ | ||||
| Balance, June 30, 2023 and 2024 | ||||
| Cash contributions to JV | ||||
| Deferred contributions | ||||
| Share of loss in Powder River Basin LLC | ( | ) | ||
| Balance, June 30, 2025 | ||||
Contingent Liabilities and Commitments:
The Buyer will purchase Pine Ridge from Stakeholder Energy LLC (Seller”) upon payment to the Seller of $US22,500,000 cash, to be paid in three equal installments of US$7,500,000, payable as follows:
| i. | US$7,500,000 to be paid at closing (Closing) of the Acquisition contemplated by the Purchase and Sale Agreement (Acquisition Agreement) (First Instalment); |
| ii. | US$7,500,000 to be paid on or before one-year from the date of Closing (Second Instalment); and |
| iii. | US$7,500,000 to be paid on or before two years from the date of Closing (Third Instalment). |
Further:
| i. | The Buyer shall pay the Seller a production royalty based on an applicable royalty percentage (which will be calculated by a Net Smelter Returns variable between 3.5% and 6%, dependent on U3O8 Realized Price) from uranium, vanadium and related minerals produced and sold or deemed sold by Buyer from any additional property or property interests acquired by the Buyer, or its affiliates or permitted assigns, within twenty (20) years after the effective date of March 11, 2025. |
| ii. | The
Buyer shall expend a minimum of US$ |
The Company is responsible for the 50% payment of the consideration. Deferred liabilities (current) have been recognised for its portion (US$3.75m) which is payable within 12 months and a further deferred liabilities (non-current) has been recognised for its portion (US$3.75m) which is payable within 24 months.
| 10. | Long-term loan receivable |
On
May 2, 2025, the Company subscribed to a secured convertible note issued by Commerce Resources Corp. for a principal amount of
$
The Convertible Note provides the Company with the option to convert the outstanding principal and accrued interest into common shares of Commerce Resources Corp. at a fixed price of $0.12 per share, or at the price of a subsequent equity financing (not lower than $0.10 per share). In addition, if a Liquidity Event (IPO or Merger) occurs within 12 months of issuance, the Convertible Note will automatically convert into common shares at the price of such financing, subject to a floor equal to the then-prevailing market price. If no conversion occurs, the obligations are repayable in cash at maturity. The Convertible Note is secured against the assets of Commerce Resources Corp.
During
the year ended June 30, 2025, the Company accrued interest income of $
| 11. | Long-term Investment |
The Company’s long-term investment consists of the following:
Schedule of Company’s long-term investment
| Entity | Balance
at June 30, 2023 and 2024 | Additions | Dispositions | Realized gain (loss) on sale of investment | Unrealized gain (loss) on change of fair value of investment | Balance
at June 30, 2025 | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Global Uranium and Enrichment Ltd. (Shares) | — | — | — | |||||||||||||||||||||
| — | — | — | ||||||||||||||||||||||
On April 16, 2025, the Company entered into a Subscription Agreement with Global Uranium and Enrichment Ltd. (“GUE”), an Australian Securities Exchange (ASX) listed entity. Pursuant to the agreement, the Company subscribed for shares of GUE at an aggregate subscription price of $, representing a 19.99% interest in GUE. In addition, the Company was granted 14,000,000 options exercisable at AUD $0.13 per share, expiring three years from the date of issue.
The subscription shares and any shares issued on exercise of the options are subject to a six-month voluntary escrow period from completion, subject to certain limited exceptions. The Company is also entitled to appoint one nominee to GUE’s board of directors, conditional upon maintaining at least a 10% equity interest in GUE.
20
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 12. | 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, 2025, 2024 and 2023, the Company’s leased equipment classified as right-of-use (“ROU”) assets are as follows:
Schedule of Right of Use Assets
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Cost, beginning of year | ||||||||||||
| Additions for right-of-use assets | ||||||||||||
| Balance, end of year | ||||||||||||
Accumulated Amortization, beginning of year | ||||||||||||
| Depreciation | ||||||||||||
| Accumulated Amortization, end of year | ||||||||||||
| Net Book Value | ||||||||||||
| 13. | Accounts Payable and Accrued Liabilities |
Schedule of Accounts Payable and Accrued Liabilities
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| 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.
| 14. | Lease Liabilities |
The movements and carrying amounts of the Company’s ROU assets under lease as per disclosed in Note 12, are summarized as follows:
Schedule of Lease Liabilities
| $ | ||||
Balance, June 30, 2022 | ||||
| Additions of lease | ||||
| Lease payments | ( | ) | ||
| Accretion on lease liabilities | ||||
| Balance, June 30, 2023 | ||||
| Lease payments | ( | ) | ||
| Accretion on lease liabilities | ||||
| Balance, June 30, 2024 | ||||
| Lease payments | ( | ) | ||
| Accretion on lease liabilities | ||||
| Balance, June 30, 2025 | ||||
21
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 15. | Derivative Liabilities |
The changes to the derivative liabilities are as follows:
Schedule of Changes to Derivative Liabilities
| $ | ||||
| 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 | ||||
| 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 – Octagon Warrants | ( | ) | ||
| Balance, June 30, 2025 |
IPO Finders’ Warrants
In connection with the IPO which closed on November 23, 2021, the Company issued 14,154 finders’ warrants (each a “Finders’ Warrant”) exercisable at USD $121.875 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, 2025, the derivative liability related to the Finders’ Warrants was measured at a fair value of $7,224 (2024 - $45,285; 2023 – $379,025) using Black-Scholes with the following assumptions: share price of USD $3.620, exercise price of USD $121.875, expected volatility of 161.90% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 2.60% and an estimated remaining life of 1.39 years.
During the year ended June 30, 2025, the Company recorded a fair value gain of $38,060 on the derivative liability related to the Finders’ Warrants (2024 – fair value gain of $333,740; 2023 – fair value loss of $92,028).
Incentive Warrants
On February 17, 2023, the Company issued 17,307 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 $39.00 for 5,769 Incentive Warrants; (ii) USD $52.00 for 5,769 Incentive Warrants; and (iii) USD $65.00 for 5,769 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, 2025, the derivative liability related to the Incentive Warrants was measured at a fair value of $nil as the Incentive Warrants expired on February 17, 2025 (2024 - $11,754; 2023 – $401,544).
22
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 15. | Derivative Liabilities (continued) |
During the year ended June 30, 2025, the Company recorded a fair value gain of $11,754 (2024 - $389,790; 2023 – $7,952) on the derivative liability related to the Incentive Warrants.
Settlement Warrants
On March 31, 2023, the Company issued 38,462 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 $32.50. 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, 2025, the derivative liability related to the Settlement Warrants was measured at a fair value of $31,238 (2024 - $191,860; 2023 – $1,141,677) using Black-Scholes with the following assumptions: share price of USD $3.62, exercise price of USD $32.50, expected volatility of 188.74% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 2.61% and an estimated remaining life of 0.75 years.
During
the year ended June 30, 2025, the Company recorded a fair value gain of $
Agents’ Warrants
On September 21, 2023, the Company issued 6,615 agents’ warrants (each an “Agents’ Warrant”) in connection to the flow-through financing, whereby each Agents’ Warrant is exercisable for a period of five years at an exercise price of USD $34.71. 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.
As at June 30, 2025, the derivative liability related to the Agents’ Warrants was measured at a fair value of $17,377 (2024 - $55,179; 2023 - $nil) using Black-Scholes with the following assumptions: share price of USD $3.62, exercise price of USD $34.71, expected volatility of 144.24% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 2.62% and an estimated remaining life of 3.23 years.
During
the year ended June 30, 2025, the Company recorded a fair value gain of $
Performance Warrants
On October 2, 2023, the Company issued 23,076 performance warrants (each a “Performance Warrant”) to a third-party pursuant to a marketing services agreement between the parties, whereby each Performance Warrant is exercisable for a period of one year at an exercise price of: (i) USD $26.00 for 7,692 Performance Warrants; (ii) USD $32.50 for 7,692 Performance Warrants; and (iii) USD $39.00 for 7,692 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, 2025, the derivative liability related to the Performance Warrants was measured at a fair value of $nil as the Performance Warrants expired on October 2, 2024 (2024 - $946; 2023 - $nil)
During the year ended June 30, 2025, the Company recorded a fair value gain of $946 on the derivative liability related to the Performance Warrants (2024 - $170,685; 2023 - $nil).
23
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 15. | Derivative Liabilities (continued) |
Octagon Warrants
On April 1, 2025, the Company issued 19,231 performance warrants (each an “Octagon Warrant”) to a third-party pursuant to the marketing agreement between the parties, whereby each Octagon Warrant is exercisable for a period of one year at an exercise price of USD $13.00. On initial recognition, the fair value of these Octagon Warrants was estimated at $129,440 using Black-Scholes with the following assumptions: expected volatility of 238.19%, expected dividend yield of 0%, risk-free interest rate of 2.49%, and an expected life of one year. The fair value of the Octagon Warrants was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.
As at June 30, 2025, the derivative liability related to the Octagon Warrants was measured at a fair value of $56,073 (2024 - $nil; 2023 - $nil) using Black-Scholes with the following assumptions: share price of USD $3.62, exercise price of USD $13.00, expected volatility of 263.09%, expected dividend yield of 0%, risk-free interest rate of 2.61% and an estimated remaining life of 0.81 years.
During
the year ended June 30, 2025, the Company recorded a fair value gain of $
2024 Settlement Warrants
On February 8, 2024, the Company issued 153,846 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 $19.50. 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 $
| 16. | Other Liabilities |
On January 30, 2023, the Company granted 36,154 RSUs to various directors, of which 30,769 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 August 9, 2023, 12,308 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 12,308 RSUs at the Put Purchase Price.
On January 10, 2025, the remaining 18,461 RSUs with the Put Right Option were exercised. The Company paid $863,280 (USD $600,000) to redeem these 18,461 RSUs at the Put Right Exercise Price.
During
the year ended June 30, 2025, stock-based compensation of $
24
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 17. | 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 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 $3,637,149 and was derecognized through income as eligible expenditures were incurred.
During the year ended June 30, 2025, the Company incurred eligible expenditures of $4,273,151, satisfying $2,016,543 of such premium (For the period from September 21, 2023, to June 30, 2024, the Company incurred eligible expenditures of $2,457,316, satisfying $1,159,632 of such premium).
As of December 31, 2024, the Company had not fully spent the required amount, resulting in tax penalties and investor compensation obligations. As a result, the Company recorded $1,059,721 for Part XII.6 tax payable to the Canada Revenue Agency and for investor compensation related to tax benefit adjustments.
As at June 30, 2025, the flow-through share liability is carried at a balance of $nil (June 30, 2024 - $2,477,517).
| 18. | Share Capital |
Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value.
On May 2, 2025, the Company completed a 1-for-13 reverse stock split of its outstanding common shares. All references to the number of common shares, earnings per share, and per share information in these consolidated statements have been retroactively adjusted to reflect the impact of the share split for all periods presented. The total number of common shares outstanding decreased from 101,406,557 to 7,800,497, with no change in total share capital.
Common shares issued and outstanding as at June 30, 2025, 2024 and 2023 are as follows:
Number of common shares | Amount | |||||||
| # | $ | |||||||
| 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 | ||||||||
| Shares issued on ATM financings | ||||||||
| Share issue costs | ( | ) | ||||||
| Shares issued per agreements | ||||||||
| Shares issued per option agreements | ||||||||
| Share based compensation | ||||||||
| Treasury shares held for cancellation | ( | ) | ( | ) | ||||
| Cash paid in lieu on shares consolidation | ( | ) | ( | ) | ||||
| Balance, June 30, 2025 | ||||||||
Share capital transactions for the year ended June 30, 2025
On August 7, 2024, the Company issued 155,730 common shares in connection with the acquisition of the First Stage Interest with respect to the Engo Valley Uranium Project. These common shares were valued at $1,490,860 based on the Company’s closing share price on the date of issuance.
25
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 18. | Share Capital (continued) |
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. During the year ended June 30, 2025, the Company has sold 1,009,919 common shares for gross proceeds of $4,081,551 (USD $2,897,622).
On December 20, 2024, the Company issued 1,211,538 common shares at a price of USD $5.33 per share in a best-efforts public offering, for gross proceeds of $9,276,199 (USD $6,457,500).
On December 31, 2024, the Company issued 1,442,307 common shares at a price of USD $10.40 per share in a best-efforts public offering, for gross proceeds of $21,583,500 (USD $15,000,000).
On January 27, 2025, the Company issued 1,230,769 common shares at a price of USD $13.00 per share in a best-efforts public offering for gross proceeds of $23,009,600 (USD $16,000,000).
On April 17, 2025, the Company entered into an ATM Sales Agreement with the Agent, pursuant to which the Company may offer and sell, from time to time through the Agent, up to US$50,000,000 of common shares of the Company. During the year ended June 30, 2025, the Company had sold 948,359 common shares for gross proceeds of $5,323,724 (USD$3,858,666).
In connection with the equity financings above, the Company paid fees and expenses for marketing, commissions, and professional services in the amount of $16,672,731.
On November 18, 2024, the Company issued 76,923 common shares to 10152300 Manitoba LTD. pursuant to a debt settlement agreement for legal expenses between the parties. These common shares were valued at $308,924 based on the Company’s closing share price on the date of issuance.
The Board of Directors approved the issuance of up to 38,461 shares to settle debts owed to various creditors under a Debt Settlement Agreement. The shares were issued on January 10, 2025. These common shares were valued at $489,627 based on the Company’s closing share price on the date of issuance.
On February 28, 2025, the Company issued 378,461 common shares to 10183923 Manitoba Ltd. and 38,461 common shares to 10152300 Manitoba LTD. pursuant to a debt settlement agreement between the respective parties. These common shares were valued at $5,358,848 and $544,598, respectively, based on the Company’s closing share price on the date of issuance.
On March 12, 2025, the Company issued 123,076 common shares to 10223254 Manitoba Ltd. pursuant to a debt settlement agreement between the parties. These common shares were valued at $838,126 based on the Company’s closing share price on the date of issuance.
On March 13, 2025, the Company issued 121,153 common shares to 10223778 Manitoba Ltd. pursuant to a debt settlement agreement between the parties. These common shares were valued at $785,213 based on the Company’s closing share price on the date of issuance.
On January 10, 2025, 6,923 common shares were granted to directors and committee members. These common shares were valued at $88,120 based on the Company’s closing share price on the date of issuance. The Company also issued 7,692 common shares to the CEO on the exercise of RSUs (See Note 19 for more information).
During the year ended June 30, 2025, the Company bought back 22,919 shares for $191,898.
Share capital transactions for the year ended June 30, 2024
On September 21, 2023, the Company closed its best-efforts flow-through financing through the issuance of 164,152 common shares at a price of $46.95 (USD $34.71) per common share, for gross proceeds of $7,707,292 (USD $5,697,710) (the “Offering”). In connection with the Offering, the Company issued 6,615 Agents’ Warrants at USD $34.71 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 1,637 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.
26
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 18. | Share Capital (continued) |
On October 20, 2023, the Company issued 3,076 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.
On February 8, 2024, the Company issued 38,462 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 4,615 common shares upon the vesting of restricted share units valued at $179,505.
On February 20, 2024, the Company issued 25,000 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 76,922 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 269,231 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.
Share capital transactions for the year ended June 30, 2023
On January 25, 2023, the Company issued 18,462 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.
During the year ended June 30, 2023, 1,619 common shares were also issued as a result of the exercise of Warrants for cash proceeds of $31,578.
| 19. | Reserve for RSUs |
On
January 30, 2023, the Company granted RSUs to various directors. 5,385 of these RSUs vested on January 30, 2024. The grant
date fair value attributable to these 5,385 RSUs was $
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 16 for details).
On July 17, 2023, the Company granted RSUs to an officer. The RSUs will vest at various stages depending on the Company’s volume weighted average price exceeding certain thresholds. As no vesting conditions were met, no stock-based compensation was recorded on these RSUs during the year ended June 30, 2024. On January 10, 2025, 7,692 of these RSUs had met certain milestones required to vest and were exercised. $ was recorded in share-based payments on exercise.
On July 29, 2023, 769 RSUs were cancelled. As a result of this cancellation, an amount of $12,377 was reallocated from RSU reserve to accumulated deficit.
As at August 9, 2023, 12,308 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 12,308 RSUs (see Note 16 for details).
On February 14, 2024, 4,615 RSUs met certain milestones required to vest and 4,615 common shares were issued on exercise.
27
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 19. | Reserve for RSUs (continued) |
On January 9, 2025, the Company granted 890,375 RSUs to certain directors and consultants. The RSUs will vest at various stages depending on the Company’s volume weighted average price exceeding certain thresholds. As no vesting conditions were met, no stock-based compensation was recorded on these RSUs during the year ended June 30, 2025. See Note 23 for more details.
On January 10, 2025, the remaining 18,461 RSUs with the Put Right Option were exercised. The Company paid $863,280 (USD $600,000) to redeem these 18,461 RSUs at the Put Right Exercise Price.
As at June 30, 2025, the Company had 898,067 RSUs outstanding (2024 – 33,846 RSUs outstanding; 2023 – 36,154 RSUs outstanding).
| 20. | 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 185,133 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, 2025, the Company had 122,996 common shares available for issuance under the Option Plan.
The following summarizes the stock option activity for the years ended June 30, 2025, 2024 and 2023:
Schedule of stock option activity
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| 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 | ||||||||||||||||||||||
| Cancelled | ( | ) | USD | ( | ) | USD | ||||||||||||||||||
| Cancelled | ( | ) | USD | ( | ) | USD | ||||||||||||||||||
| Modified | USD | |||||||||||||||||||||||
| Ending Balance | USD | |||||||||||||||||||||||
Option activities for the year ended June 30, 2025
On January 9, 2025, the Board of Directors approved the repricing of all outstanding stock options to a revised exercise price of USD $ per option. The repricing applied to all option holders on a consistent basis. Management assessed the impact of the repricing and determined that the revised exercise price did not result in any incremental fair value being conveyed to option holders. Accordingly, no additional share-based payment expense has been recognized in relation to this repricing.
Option activities for the year ended June 30, 2024
On
July 14, 2023, the Company granted options to an officer. The options are exercisable at a price of USD $ per common
share for a period of three years. 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 options were valued
using Black-Scholes with the following assumptions: expected volatility of % based on comparable companies, expected dividend
yield of %, risk-free interest rate of %, forfeiture rate of
On
July 29, 2023, options exercisable at USD $ and options exercisable at USD $, respectively, were cancelled.
As a result, an amount of $
28
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 20. | Reserve for Share-Based Payments (continued) |
Option activities for the year ended June 30, 2023
On January 30, 2023, the Company granted 26,923 options to various directors. The options are exercisable at a price of USD $32.50 per common share for a period of five years and vested immediately on grant. The options were valued using Black-Scholes with the following assumptions: expected volatility of 113% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.04%, forfeiture rate of 20% and an expected life of five years. The grant date fair value attributable to these options of $666,746 was recorded as stock-based compensation in connection with the vesting of these options during the year ended June 30, 2023.
On May 17, 2023, the Board extended the date of expiry of the remaining 12,308 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, options exercisable at USD $ and options exercisable at $, were cancelled.
As a result of these cancellations, an amount of $
The following table summarizes information of stock options outstanding and exercisable as at June 30, 2025:
Schedule of stock options outstanding and exercisable
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 | USD | ||||||||||||||||
| USD | |||||||||||||||||
| 21. | Reserve for Warrants |
The following summarizes the warrants activity for the years ended June 30, 2025, 2024 and 2023:
Schedule of summarizes the warrants activity
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| 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 Octagon 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 | ( | ) | USD | ( | ) | — | — | |||||||||||||||||
| Expired | ( | ) | USD | ( | ) | — | — | |||||||||||||||||
| Expired | ( | ) | USD | ( | ) | — | — | |||||||||||||||||
| Expired | ( | ) | USD | — | — | — | — | |||||||||||||||||
| Expired | ( | ) | USD | — | — | — | — | |||||||||||||||||
| Expired | ( | ) | USD | — | — | — | — | |||||||||||||||||
| Cancellation of Settlement Warrants | — | — | ( | ) | USD | — | — | |||||||||||||||||
| Ending Balance | USD | |||||||||||||||||||||||
For more information on the warrant issuances, see Note 15.
29
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 21. | Reserve for Warrants (continued) |
The following table summarizes information of warrants outstanding as at June 30, 2025:
Date of expiry | Number of warrants
| Exercise price | Weighted average remaining
| ||||||||||
| # | $ | Years | |||||||||||
| March 31, 2026 | USD | ||||||||||||
| April 1, 2026 | USD | ||||||||||||
| November 19, 2026 | USD | ||||||||||||
| September 21, 2028 | USD | ||||||||||||
| USD | |||||||||||||
| 22. | Basic and Diluted Loss per Share |
The calculations of basic and diluted loss per share for the year ended June 30, 2025, were based on the net loss of $15,985,788 (2024 –$6,850,918; 2023 –$15,462,945) and the weighted average number of basic and diluted common shares outstanding of (2024 – ; 2023 – ).
| 23. | 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, 2025, 2024 and 2023 were as follows:
Schedule Of Remuneration Of Directors And Other Members Of Key Management Personnel
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Directors' and Officers' consulting fees | ||||||||||||
| Cash payment | ||||||||||||
| Exploration and evaluation expenditures | ||||||||||||
| Addendum payments | ||||||||||||
Exploration and evaluation expenditures
During
the year ended June 30, 2025, fees of $
Share-based compensation
During
the year ended June 30, 2025, the Company had granted certain RSUs and options to various directors and officers. Total stock-based
compensation of $
Other related party transactions
On January 25, 2023, the Company issued 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 $ on the consolidated statements of loss and comprehensive loss for the year ended June 30, 2023.
As
at August 9, 2023, RSUs with the Put Right Option had met certain milestones required to vest. On September 26, 2023, the
Company paid $
30
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 23. | Related Party Transactions (continued) |
On January 9, 2025, 13,267 RSUs were granted to members of the Board of Directors. These RSUs vest on the earlier of January 1, 2026 or the market capitalization of the Corporation exceeding U$150,000,0000 for 10 consecutive trading days.
On January 9, 2025, the Board of Directors of the Company passed a resolution by which the Chairman of the Board was granted 877,108 RSUs, which vest as follows:
| ● | 38,462 of the RSUs vest upon the earlier of (i) January 1, 2026; and (ii) the Corporation’s volume weighted average share price (“VWAP”) exceeding a market capitalization of USD $150,000,000 for 10 consecutive trading days; |
| ● | 76,923 of the RSUs vest on upon the Corporation’s VWAP exceeding a market capitalization of USD $100,000,000 for 10 consecutive trading days; |
| ● | 76,923 of the RSUs vest on upon the Corporation’s VWAP exceeding a market capitalization of USD $200,000,000 for 10 consecutive trading days; and |
| ● | upon every incremental U$100,000,000 increase in the Corporation’s market capitalization above USD $200,000,000, an additional 76,923 RSUs shall vest. |
On January 10, 2025, 18,461 RSUs with the Put Right Option were exercised. The Company paid $863,280 (USD $600,000) to redeem these 18,461 RSUs at the Put Right Exercise Price.
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, 2025, the Company has made a claim against these former officers (see Note 27 for more details).
Related party balances
All related party balances, for services and business expense reimbursements rendered as at June 30, 2025, 2024 and 2023 are non-interest bearing and payable on demand, and are comprised of the following:
Schedule Of All Related Party Balances Payable For Services And Business Expense Reimbursements Rendered
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Payable to officers and directors | ||||||||||||
31
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 24. | Income Taxes |
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2024 and 2023 – 27%) to the effective tax rate is as follows:
| Schedule of Combined Canadian Federal and Provincial Statutory Income Tax Rate | June 30, 2025 | June 30, 2024 | June 30, 2023 | |||||||||
| $ | $ | $ | ||||||||||
| 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 | ||||||||||||
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:
| Schedule of Deductible Temporary Differences | June 30, 2025 | June 30, 2024 | June 30, 2023 | |||||||||
| $ | $ | $ | ||||||||||
| Non-capital losses carried forward | ||||||||||||
| Exploration and evaluation assets | ( | ) | ( | ) | ||||||||
| Other items | ||||||||||||
| Other comprehensive income, before tax | ||||||||||||
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
| 25. | 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.
| 26. | 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. 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 is minimal.
32
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 26. | 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, 2025, the Company had a cash balance of $
As at June 30, 2025, the Company had the following contractual obligations:
Schedule of contractual obligations
| Less than 1 year | 1 to 3 years | 3 to 5 years | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||
| Due to related parties | ||||||||||||||||
| Derivative liabilities | ||||||||||||||||
| Deferred liabilities - short-term | ||||||||||||||||
| Deferred liabilities - long-term | ||||||||||||||||
| 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, 2025.
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, 2025, the Company had no hedging agreements in place with respect to floating interest rates. Management believes that the interest rate risk concentration with respect to financial instruments is minimal.
Foreign exchange risk
Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to its foreign activities. The Company has from time to time, financial instruments and transactions denominated in foreign currencies, notably in USD. The Company’s primary exposure to foreign exchange risk is that transactions denominated in foreign currency may expose the Company to the risk of exchange rate fluctuations. Based on its current operations, management believes that the foreign exchange risk remains minimal.
Fair value
Fair value estimates of financial instruments are made at a specific point in time based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
As at June 30, 2025, the Company’s financial instruments consisted of cash, short-term and long-term loans receivable, short-term and long-term investments, accounts payable, due to related parties, lease liabilities, derivative liabilities, deferred liabilities, and other liabilities.
The fair value of accounts payable, short-term and long-term loans receivable, deferred liabilities 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.
33
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 26. | Financial Risks (continued) |
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
| ● | Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| ● | Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| ● | Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
Schedule of Fair Value Measurements
| June 30, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Long-term investment | ||||||||||||||||
| Derivative liabilities | ( | ) | ( | ) | ||||||||||||
| Total | ( | ) | ||||||||||||||
As at June 30, 2025, the Company’s financial instruments carried at fair value consisted of its cash and short-term and long-term investments, which are classified as Level 1, and its derivative 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, 2025, 2024 and 2023.
| 27. | 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, 2025, 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, 2025, 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, 2025, 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 $
34
Snow Lake Resources Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended June 30, 2025, 2024 and 2023
(Expressed in Canadian Dollars)
| 28. | Subsequent Events |
Subsequent to June 30, 2025, the Company had sold common shares for gross proceeds of US$ under the ATM Sales Agreement with the Agent.
On July 17, 2025, the Board of Directors of the Company passed a resolution with the following key actions:
| ● | 107,125 RSUs were granted to directors, audit committee members, and consultants. |
| ● | The price of all outstanding stock options was reduced to US$5.00. |
| ● | 4,000 options were granted to a member of the Board, vesting immediately, with an exercise price of US$5.00 and an expiry of January 30, 2028. |
Subscription Agreement with GTI Energy Limited
Subsequent to year end, the Company entered into a Subscription Agreement with GTI Energy Limited (“GTI”), an Australian public company listed on the ASX.
Under the agreement, the Company subscribed for fully paid ordinary shares in GTI at an issue price of A$ per share, for total consideration of A$. The subscription also included 212,433,143 free-attaching options with an exercise price of A$0.010 per option expiring September 25, 2028.
Proposed Acquisition of Global Uranium and Enrichment Limited
On October 6, 2025, the Company entered into a binding Scheme Implementation Deed (“SID”) with GUE, pursuant to which the Company will acquire 100% of the shares and unlisted options of GUE that it does not already own.
Investment in Kadmos Energy Services LLC
On October 17, 2025, the Company entered into a series of agreements with Kadmos Energy Services LLC (“Kadmos”), a Delaware limited liability company, to acquire an equity interest in Kadmos.
Under the Subscription and Purchase Agreement, the Company subscribed for Class A Membership Units of Kadmos for total consideration of US$. Of this amount, US$ was paid in cash at closing and the remaining US$ was evidenced by a Secured Promissory Note (the “Note”) issued to Kadmos. The investment was completed concurrently with the execution of the Amended and Restated Operating Agreement, Secured Promissory Note, and Unit Pledge Agreement.
The Note provides that repayment of principal may be made, at the Company’s sole discretion, in either cash or freely tradable common shares of the Company. The Note is secured by up to 3,920,000 Class A Units in Kadmos pursuant to the Unit Pledge Agreement, which provides for an automatic release of pledged units as payments are made and forfeiture of the proportionate number of units upon default.
The Amended and Restated Operating Agreement became effective on October 17, 2025, and established the capital and governance structure of Kadmos as follows:
| ● | Class A Units issued to Snow Lake Investments (US) Ltd.; |
| ● | Class B Units issued to Exodys Energy and founding members; and |
| ● | Profits Interest Units authorized under a 2025 Equity Incentive Plan and Phantom Equity Plan for employees and consultants. |
The Board of Managers initially consists of three members of which one will be appointed by the Company. The Board will expand to five members if the Company contributes an additional US$2,000,000 under the Note, thereby granting the Company the right to appoint a majority of directors.
35
Exhibit 1.5
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.
(the “Corporation”)
section
One
INTERPRETATION
| 1.1 | Definitions. |
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.
| 1.2 | Each term used in the by-laws of the Corporation and defined in the Act has the meaning given to that term in the Act. |
| 1.3 | In all by-laws of the Corporation, the singular includes the plural and the plural the singular and words in one gender include all genders. |
| 1.4 | Headings used in all by-laws are for convenience of reference only and shall not affect the construction or interpretation of the by-laws. |
| 1.5 | If 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. |
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section
Two
DIRECTORS
| 2.1 | Quorum. 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. |
| 2.2 | Qualification. 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. |
| 2.3 | Election 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. |
| 2.4 | Removal 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. |
| 2.5 | Vacation 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. |
| 2.6 | Vacancies. 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. |
| 2.7 | Remuneration 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. |
section
Three
MEETINGS OF DIRECTORS
| 3.1 | Canadian 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. |
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| 3.2 | Meetings 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. |
| 3.3 | Place 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. |
| 3.4 | Calling 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. |
| 3.5 | Notice 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. |
| 3.6 | Waiver 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. |
| 3.7 | First 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. |
| 3.8 | Adjourned 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. |
| 3.9 | Regular 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. |
| 3.10 | Chair. 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. |
| 3.11 | Votes 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. |
| 3.12 | One Director Meeting. Where the board consists of only one director, that director may constitute a meeting. |
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section
Four
COMMITTEES
| 4.1 | Committee 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. |
| 4.2 | Transaction 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. |
| 4.3 | Procedure. 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. |
section
Five
OFFICERS
| 5.1 | Appointment. 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. |
| 5.2 | Chair 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). |
| 5.3 | Chief 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. |
| 5.4 | President. 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. |
- 4 -
| 5.5 | Vice-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. |
| 5.6 | Secretary. 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. |
| 5.7 | Treasurer. 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. |
| 5.8 | Powers 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. |
| 5.9 | Variation 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. |
| 5.10 | Term 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. |
| 5.11 | Agents 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. |
| 5.12 | Fidelity 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
| 6.1 | Limitation 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. |
- 5 -
| 6.2 | Indemnity. 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. |
| 6.3 | Advance 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. |
| 6.4 | Limitation 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. |
| 6.5 | Insurance. 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
| 7.1 | Annual 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. |
| 7.2 | Special 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. |
| 7.3 | Place 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. |
| 7.4 | Meetings 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. |
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| 7.5 | Notice 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 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. |
| 7.6 | List 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. |
| 7.7 | Record 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. |
| 7.8 | Waiver 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. |
| 7.9 | Chair, 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. |
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| 7.10 | Persons 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. |
| 7.11 | Quorum. 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. |
| 7.12 | Right 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. |
| 7.13 | Proxies. 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. |
| 7.14 | Time 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. |
| 7.15 | Joint 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. |
| 7.16 | Votes 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. |
| 7.17 | Show 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. |
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| 7.18 | Ballots. 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. |
| 7.19 | Electronic 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. |
| 7.20 | Voting 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. |
| 7.21 | Resolution 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
| 8.1 | Registration 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). |
| 8.2 | Transfer 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. |
| 8.3 | Lien 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. |
| 8.4 | Enforcement 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 |
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| (d) | by refusing to register a transfer of such share or shares until the debt is paid. |
| 8.5 | Security 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. |
| 8.6 | Replacement 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. |
| 8.7 | Joint 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. |
| 8.8 | Deceased 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. |
| 8.9 | Deceased 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. |
| 8.10 | Electronic, 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
| 9.1 | Dividends. 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.
| 9.2 | Dividend 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. |
| 9.3 | Non-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. |
| 9.4 | Record 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. |
| 9.5 | Unclaimed 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. |
section
Ten
GENERAL
| 10.1 | Execution 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. |
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| 10.2 | Voting 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
| 11.1 | Method 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. |
| 11.2 | A 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; |
| (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. |
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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.
| 11.3 | A 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. |
| 11.4 | Notice 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. |
| 11.5 | Computation 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. |
| 11.6 | Undelivered 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. |
| 11.7 | Omissions 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. |
| 11.8 | Persons 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). |
| 11.9 | Deceased 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. |
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| 11.10 | Waiver 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. |
| 11.11 | Execution 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. |
| 11.12 | Proof 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
| 12.1 | Nomination 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; |
| (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; |
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| 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 |
| 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 | |
| Chief Executive Officer |
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Exhibit 1.6
AMENDEDMENT NO 1 TO THE AMENDED AND RESTATED BY-LAW NO 1
of
SNOW LAKE RESOURCES LTD.
(the “Corporation”)
At the Annual General and Special Meeting (the “Meeting”) of shareholders of the Corporation held on Thursday May 8, 2025, the shareholders approved the replacement of the existing quorum provision, being Section 7.11 of the amended and restated By-Law No. 1, with a new quorum provision. The text of the new quorum provision is as follows:
| “7.11 | Quorum. 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 one person, representing in the aggregate not less than thirty (30%) 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 at the meeting, subject to the approval of the chair of the meeting, may adjourn the meeting to a fixed time and place and those present at the adjourned meeting shall constitute quorum provided that at least two shareholders representing in the aggregate not less than five (5%) percent of the shares entitled to vote at the adjourned meeting are present at the adjourned meeting.” |
Exhibit 4.25
Exhibit 4.26
Exhibit 4.27
Exhibit 4.28
Exhibit 12.1
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 31, 2025
| By: | /s/ Frank Wheatley | |
| Name: Frank Wheatley | ||
| Title:
Chief Executive Officer (Principal Executive Officer) |
| 1 |
Exhibit 12.2
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 31, 2025
| By: | /s/ Kyle Nazareth | |
| Name: Kyle Nazareth | ||
| Title:
Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 13.1
Certification Pursuant to 18 U.S.C. Section 1350
Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Snow Lake Resources Ltd. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended June 30, 2025 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: October 31, 2025 | ||
| By: | /s/ Frank Wheatley | |
| Name: Frank Wheatley | ||
| Title: Chief Executive Officer (Principal Executive Officer) | ||
Date: October 31, 2025
| By: | /s/ Kyle Nazareth | |
| Name: Kyle Nazareth | ||
| Title: Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 15.1
