Frontier Nuclear & Minerals Inc F-1, filed Sep 26, 2022
Frontier Nuclear & Minerals Inc. (FNUC)
As filed with the U.S. Securities and Exchange Commission on September 23, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SNOW LAKE RESOURCES LTD.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| Manitoba, Canada | 1099 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
info@snowlakelithium.com
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, NY 10168
(800)221-0102
(Names, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Louis A. Bevilacqua, Esq. | Rob Condon, Esq. |
| Bevilacqua PLLC | Dentons US LLP |
| 1050 Connecticut Avenue, NW, Suite 500 | 1221 Avenue of the Americas |
| Washington, DC 20036 | New York, New York 10020 |
| (202) 869-0888 | (212) 768-6700 |
Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION | DATED SEPTEMBER 23, 2022 |
10,000,000 Common Shares
Snow Lake Resources Ltd.
This is a follow-on firm commitment public offering of our 10,000,000 common shares, no par value per share, at an assumed price of US$3.00 per share, a price at which our common shares traded on September 23, 2022. Our common shares are listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol “LITM.” On September 23, 2022, the last reported sale price for our common share was US$3.18 per share. The final public offering price will be determined through negotiation between us and the representative of the underwriters in the offering and the assumed offering price used throughout this prospectus may not be indicative of the final offering price. At present, there is a very limited market for our common shares. 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 “Risk Factors.”
We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws, and, as such, are eligible for reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer.”
We are not considered a “controlled company” under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of this offering. Nonetheless, following the consummation of this offering, our directors, officers and principal shareholders will hold in aggregate approximately 32.47% or more of our common shares. As a result, these shareholders, if they act together, will be able to control the management and affairs of our Company.
As a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. We may in the future elect to follow home country practices in Canada with regard to certain corporate governance matters. See “Risk Factors—Risks Related to Our Common Shares and this Offering.”
Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our common shares.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| Per Share | Total | |||||||
| Public offering price | US$ | US$ | ||||||
| Underwriting discounts and commissions(1) | US$ | US$ | ||||||
| Proceeds to us, before expenses(2) | US$ | US$ | ||||||
| (1) | Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1% of the public offering price payable to the underwriters. We have agreed to reimburse the underwriters for certain expenses and the underwriters will receive compensation in addition to underwriting discounts and commissions. The registration statement, of which this prospectus is a part, also registers for sale warrants to purchase common shares to be issued to the representative of the underwriters. We have agreed to issue the warrants to the representative of the underwriters as a portion of the underwriting compensation payable to the underwriters in connection with this offering. See “Underwriting” for additional disclosure regarding underwriters’ compensation and offering expenses. |
| (2) | The total estimated expenses related to this offering are set forth in the section entitled “Expenses Related to The Offering”. |
We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to 1,500,000 common shares representing 15% of the total number of common shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discount. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be approximately $2.59 million, and the total gross proceeds to us, before underwriting discounts and commission expenses, will be $34.5 million. If we complete this offering, net proceeds will be delivered to us on the closing date.
The underwriters expect to deliver the common shares to purchasers on or about , 2022.
ThinkEquity
The date of this prospectus is , 2022.
Located in mining-friendly jurisdiction with access and infrastructure
Large Secure Land Position
● Snow Lake has a strong land position encompassing 55,318 acres
Pro Mining Community
● HudBay operates the Lalor Mine and concentrator in the Snow Lake district
● Recent investments in the district by several mining companies demonstrate high confidence in the potential for new mine discoveries
● Nearly a century of historic and consistent mining in the area
Access
● Year round access to the Property can be gained via boat, barge, helicopter or winter ice/bush roads
Existing Infrastructure
● Powerline traversing the Property
● Airstrip located 8.5km to the north
● Major Road access within 11km
● Railway access 65km to the south
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TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of common shares.
For investors outside the United States: Neither we, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common shares and the distribution of this prospectus outside the United States.
This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.
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SCIENTIFIC AND TECHNICAL INFORMATION
Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates
The U.S. Securities and Exchange Commission, or the SEC, adopted final rules in 2018 to amend and modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Act of 1933, as amended, or the Securities Act, or the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. These amendments, which we refer to as the SEC Mining Modernization Rules, became effective February 25, 2019, with compliance, following a transition period, required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Mining Modernization Rules, following the transition period, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 has been rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K, or S-K 1300. Domestic companies and foreign private issuers that file reports with the SEC are now required to disclose mineral resources, mineral reserves, and material exploration results for material mining operations in accordance with S-K 1300.
As a Canadian foreign private issuer that is not eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, we are required to provide disclosure on our mineral properties under the SEC Mining Modernization Rules beginning with our fiscal year starting July 1, 2021. We provide that disclosure in this prospectus.
As a result of the adoption of the SEC Mining Modernization Rules, the SEC now recognizes estimates of “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards that are required under NI 43-101. Information regarding inferred mineral resources contained or referenced in this prospectus now complies with the SEC disclosure guidelines adopted under the SEC Mining Modernization Rules as codified in S-K 1300 and should be comparable to similar information made public by other companies that report in accordance with U.S. or Canadian standards.
We are still in the exploration stage and our planned commercial operations have not commenced. There is currently no commercial production at our Snow Lake Lithium™ Project sites (previously called Thompson Brothers Lithium Project or TBL property). We have completed a technical report that, we believe, is in compliance with the SEC’s new S-K 1300 disclosure rules. We have not yet completed a preliminary feasibility study, or PFS, of the Snow Lake Lithium™ property. As such, our Snow Lake Lithium™ property’s’ estimated proven or probable mineral reserves, expected mine life and lithium pricing cannot be determined at this time as the feasibility studies, drilling and pit design optimizations have not yet been undertaken.
Qualified Person Statement
Some scientific and technical information contained herein with respect to the Snow Lake Lithium™ Project is derived from the report titled “Technical Report Summary and Resource Estimate, Snow Lake Lithium™ Project, Snow Lake Area, Herb Lake Mining Division, Manitoba, Canada” prepared for us with an effective date of June 7, 2021. We refer to this report herein as our S-K 1300 Report or our S-K 1300 compliant indicated and inferred mineral resource report. Canmine Consultants and Nuterra Geoscience have approved and verified the scientific and technical information related to the Snow Lake Lithium™ Project contained in the S-K 1300 Report and reproduced in this prospectus.
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GLOSSARY OF MINING TERMS
The following is a glossary of certain mining terms that may be used in this prospectus.
| Ag | Silver. |
| Alluvial | A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g gold or diamond) associated with an alluvial placer. |
| Assay | A metallurgical analysis used to determine the quantity (or grade) of various metals in a sample. |
| Au | Gold. |
| Claim | A mining right that grants a holder the exclusive right to search and develop any mineral substance within a given area. |
CIM |
The Canadian Institute of Mining, Metallurgy and Petroleum. |
| CIM Standards | The CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council from time to time. |
| Concentrate | A clean product recovered in flotation, which has been upgraded sufficiently for downstream processing or sale. |
| Core drilling | A specifically designed hollow drill, known as a core drill, is used to remove a cylinder of material from the drill hole, much like a hole saw. The material left inside the drill bit is referred to as the core. In mineral exploration, cores removed from the core drill may be several hundred to several thousand feet in length. |
| Cu | Copper. |
| Competent Person | A Competent Person is a minerals industry professional responsible for the preparation and/or signing off reports on exploration results and mineral resources and reserves estimates and who is accountable for the prepared reports. A Competent Person has a minimum of five years’ relevant experience in the style of mineralization or type of deposit under consideration and in the activity which that person is undertaking. A Competent Person must hold acceptable qualification titles as listed in all Reporting Codes and Reporting Standards (NRO Recognized Professional Organizations with enforceable disciplinary processes including the powers to suspend or expel a member) and thus is recognized by governments, stock exchanges, international entities, and regulators. |
| Cut-off grade | When determining economically viable mineral reserves, the lowest grade of mineralized material that can be mined and processed at a profit. |
| Deposit | An informal term for an accumulation of mineralization or other valuable earth material of any origin. |
| Dilational structure | Structures composed of mechanisms whose only degree of freedom corresponds to dilation. |
| Drift | A horizontal or nearly horizontal underground opening driven along a vein to gain access to the deposit. |
| Dyke | A long and relatively thin body of igneous rock that, while in the molten state, intruded a fissure in older rocks. |
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| En-echelon | Structures within rock caused by noncoaxial shear. |
| Exploration | Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. |
| Flotation | A milling process in which valuable mineral particles are induced to become attached to bubbles and float as others sink. |
| FS | A Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study. |
| Grade | Term used to indicate the concentration of an economically desirable mineral or element in its host rock as a function of its relative mass. With gold, this term may be expressed as grams per tonne (g/t) or ounces per tonne (opt). |
| Greywacke | A variety of sandstone generally characterized by its hardness, dark color, and poorly sorted angular grains of quartz, feldspar, and small rock fragments set in a compact, clay-fine matrix. |
| Ha | Hectare - An area totaling 10,000 square meters or 2.47 acres. |
| IA | Initial Assessment. A study, other than a pre-feasibility or feasibility study, that includes an economic analysis of the potential viability of mineral resources completed per the S-K 1300 standard of disclosure. |
| Indicated Mineral Resource | Part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. |
| Inferred Mineral Resource | Part of a mineral resource for which quantity and grade or quality can be estimated on the basis of limited geological evidence and sampling and reasonably implied, but not verified, geological and grade continuity. |
| Km | Kilometre(s). Equal to 0.62 miles. |
| kMT | Kilo metric tonne. |
| LCE | Lithium Carbonate Equivalent - Trade in lithium is largely centered around key lithium raw materials and chemicals such as spodumene concentrate, lithium carbonate and lithium hydroxide, which vary significantly in their lithium content. To normalize this varied lithium content data, market participants will often also report data in terms of a “lithium carbonate equivalent,” or “LCE.” |
| Lithologic | The character of a rock formation, a rock formation having a particular set of characteristics. |
| M | Metre(s). Equal to 3.28 feet. |
| Mafic | Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals. |
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| Massive | Said of a mineral deposit, especially of sulfides, characterized by a great concentration of mineralization in one place, as opposed to a disseminated or vein-like deposit. |
| Measured Mineral Resource | Part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. |
| Metallurgy | The science and art of separating metals and metallic minerals from their ores by mechanical and chemical processes. |
| Mineral | A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form. |
| Mineral Deposit | A mass of naturally occurring mineral material, e.g., metal ores or nonmetallic minerals, usually of economic value, without regard to mode of origin. |
| Mineralization | A natural occurrence in rocks or soil of one or more yielding minerals or metals. |
| Mineral Project | The term “mineral project” means any exploration, development or production activity, including a royalty or similar interest in these activities, in respect of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base, precious and rare metals, coal, and industrial minerals. |
| Mineral Reserve | The economically mineable part of a Measured and/or Indicated Mineral Resource. |
| Mineral Resource | A concentration or occurrence of diamonds, natural, solid, inorganic or fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. |
| Net Smelter Royalty | The aggregate proceeds received from time to time from any arm’s length smelter or other arm’s length purchaser from the sale of any ores, concentrates, metals or other material of commercial value, net of expenses. |
| Modifying Factors | Considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. |
| Mt | Metric tonne. Metric measurement of weight equivalent to 1,000 kilograms or 2,204.6 pounds. |
| NI 43-101 | National Instrument 43-101 is a national instrument for the Standards of Disclosure for Mineral Projects within Canada. The Instrument is a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on stock exchanges within Canada. issuers that are subject to Canadian securities laws. This includes Canadian entities as well as foreign-owned mining entities who have securities that trade on stock exchanges or Over The Counter (OTC) markets overseen by the Canadian Securities Administrators (CSA), even if they only trade on Over The Counter (OTC) derivatives or other instrumented securities. |
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| Ore | Mineralized material that can be extracted and processed at a profit. |
| Ounce | A measure of weight in gold and other precious metals, correctly troy ounces, which weigh 31.2 grams as distinct from an imperial ounce which weigh 28.4 grams. |
| Pegmatite | An igneous rock, formed by slow crystallization at high temperature and pressure at depth, and exhibiting large interlocking crystals usually greater in size than 2.5 cm (1 in). |
| PFS | Preliminary feasibility study. A Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study. |
| Probable Mineral Reserve | The mineable part of an indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve. |
| Proven Mineral Reserve | The term “proven mineral reserve” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors. |
| Qualified Person | An individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization. |
| Reclamation | Restoration of mined land to original contour, use, or condition where possible. |
| Spodumene | A pyroxene mineral consisting of lithium aluminium inosilicate, LiAl(SiO3)2, and is a source of lithium. |
| Sedimentary | Said of rock formed at the Earth’s surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited, or chemically precipitated. |
| Strike | The direction, or bearing from true north, of a vein or rock formation measure on a horizontal surface. |
| Tenement | A mineral claim. |
| Tonne | A metric ton of 1,000 kilograms (2,205 pounds). |
| μm | Micrometer. |
| Zn | Zinc. |
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This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common shares. You should carefully read the entire prospectus, including the risks associated with an investment in our company discussed in the “Risk Factors” section of this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-looking statements. See the section titled “Special Note Regarding Forward-Looking Statements.”
In this prospectus, “we,” “us,” “our,” “our company,” “Snow Lake” and similar references refer to Snow Lake Resources Ltd. and its consolidated subsidiaries.
Our Company
Our Mission
Snow Lake is committed to operating a fully renewable and sustainable lithium mine that can deliver a completely traceable, carbon neutral and zero harm product to the electric vehicle and battery market in North America. We aspire to set the standard for responsible lithium battery manufacturing.
Overview
We are an exploration stage mining company engaged in lithium exploration in the province of Manitoba, Canada.
On March 7, 2019, we and Nova Minerals Limited, or Nova, a major shareholder, entered into a share sale agreement, whereby, as part of a group restructuring, we acquired all of the outstanding capital stock of Thompson Bros (Lithium) Pty Ltd., a wholly owned subsidiary of Nova and owner of the Snow Lake Lithium™ Project discussed below.
Our primary focus is currently conducting exploration for lithium at our 100% owned Snow Lake Lithium™ Project. See “Business – Our Mineral Project – Snow Lake Lithium™ Project.” Our objective is to develop a world-class lithium mine in Manitoba and to become the first fully energy renewable lithium hydroxide producer in North America, strategically located to supply the U.S. “Auto Alley,” from Michigan to the southern United States, and the European battery market via our nearby access to the Hudson Bay Railway and the Port of Churchill. With our commitment to the environment, corporate social responsibility and sustainability, we aim to derive substantial revenues from the sale of lithium to the growing electric vehicle, or EV and battery storage markets in the United States and abroad. With access to renewable energy produced in Manitoba, we expect to become the first supplier in North America of lithium mined exclusively with the benefit of power produced from fully sustainable, local sources.
The Historical Setting for the Growth of Lithium Demand
The unprecedented prosperity of the 20th century is very much attributable to the discovery of oil in Western Pennsylvania in the mid-1800s and the subsequent invention of the internal combustion engine. The symbiotic relationship between oil and the internal combustion engine has been the underpinning of world economic growth, expansion and, most importantly, the empowerment of millions of people to whom mobility and freedom have become a way of life. The interstate highways that flourished in the United States over the past century have enabled commercial fluidity across the globe that capitalized exponentially on the gilded age of rail.
Until recently, a world without oil and the internal combustion engine was inconceivable and environmentalists protesting the high price being paid for our economic way of life, were brandished unrealistic luddites. The paradox of environmental sensitivity and the irreversible progress of a polluting population seemed permanently juxtaposed, until it wasn’t.
Today, we have reached the confluence where economic reality and social responsibility can finally meet. Thanks to technological innovation, through the development of the lithium battery we can now create an electric fleet of vehicles that not only delivers luxury and economy but is also ecologically friendly to our planet. We are now on the precipice of the next great economic age - preceded by the steam engine, the railroad, the combustion engine and the internet, we are now ready to be catapulted into the electric age. With the advent of the lithium battery, no longer will we have to rely on fossil fuel to power our economy or our cars as we embark into the next great age and, more importantly, we can limit and ultimately reverse the damage caused to our planet by the rapid economic expansion of the past century.
The Coming Commodity Supercycle and Growth in Lithium Demand
From our perspective, indications suggest that we are currently on the verge of a commodity supercycle fueled by pent up demand, infrastructure spending and post-COVID-19 economic exuberance. We expect that lithium, in particular, will benefit not only from a general rise in commodity demand but, specifically, from what we see as the tipping point for vehicle fleet electrification.
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We believe that the journey now to the full electrification of our global automobile fleet has begun. Demand for EVs is being driven by conscious consumers who take the threat of global warming seriously and who have forced a universal commitment from the manufacturing industry to produce cars to match their environmentally conservative outlook. During the coming years, the achievement of this fleet conversion will be the primary challenge for the worldwide automobile industry and the determining factor will not be design or engineering, but batteries. Batteries will be the fuel and gold of the 21st century. Based on today’s predictions of the trajectory of future EV growth, the world will not have sufficient battery capacity to match growing demand. Today’s global fleet of approximately 1.4 billion automobiles includes 10 million plug in electric vehicles, an increase from only one million such EVs in 2015. Extrapolating the growth trajectory of EV demand, we believe that current industrial infrastructure is not scaled sufficiently to meet the coming demand.
Lithium is the key mineral ingredient in the power storage component of the EV revolution and the global demand growth curve for lithium consumption over the next decade is expected to be exponential. While normal commodity cycles are affected by incremental and organic growth, it is only once in a century that we witness new, previously nonexistent demand grow to accommodate a new economic, social and cultural reality.
We believe that current global lithium production cannot cover a fraction of the projected exponential growth anticipated in the coming EV growth cycle and we intend to position our company to become a significant lithium supplier to the North American automotive industry and beyond.
The table below shows the expected increase in lithium consumption through 2025.
As can be seen in this table, the leading driver for the growth in lithium consumption has been, and will continue to be, battery production for EVs. Fortune Business Insights has predicted that the EV market will exhibit a CAGR of 21.1% during the period from 2019 to 2026.
Today, a large portion of the global lithium output is mined in diverse global locations such as Australia and Chile, transported great distances, primarily to China, for processing and then shipped again, back to the North American automobile industry. This is not a sustainable model and will not provide the necessary environmental or geopolitical comfort that will be required to electrify the global fleet of automobiles.
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Our Corporate Strategy
Recently, EV auto makers have begun to face consumer scrutiny relating to the sourcing of materials, including lithium, that go into the makeup of electric vehicles. Additionally, in recent years, pressure has begun to be placed on EV auto makers by consumers and investors demanding that environmental, sustainability and governance, or ESG, standards be met in exchange for their investment dollars.
Extracting a natural resource to meet demand in an age-old fashion similar to how other commodities are mined is not our approach. Today’s environmentally conscious consumers no longer want to be willfully ignorant of the sourcing and impact of the raw materials that are part of their everyday lives. Today’s conscious consumers of electric vehicles will not be satisfied by a pollution free means of transportation if the means to deliver that environmentally friendly car involve dubious mining ethics, pollutive extraction and processing, long distance logistics and general environmental damage in the process. It is understandable that consumers and investors who wish to see a sustainable future through EVs and sustainable lithium batteries would also care that their production does not put the environment, and their future, at unnecessary risk.
Snow Lake is committed to being the first, fully renewable energy powered electric mine in the world that can deliver fully traceable, conflict free, net zero carbon, battery grade lithium to the electric vehicle consumer market. We intend to set the standard for responsible battery manufacturing.
We intend to achieve our environmental, sustainability and governance friendly strategy through utilization and operation of the following initiatives and resources:
| ● | We have entered into a memorandum of understanding, or MOU, with Meglab Electronique Inc. for Meglab’s delivery to us of the first all-electric lithium mine in the world. We have also entered into a MOU with CentrePort Canada Inc. to have CentrePort as the potential location to build our hydroxide plant. In April 2021, we entered into a MOU with IMG Investitions- und Marketinggesellschaft Sachsen-Anhalt mbH, the economic development agency for the state of Saxony-Anhalt, to consider investment in a lithium hydroxide plant in the Saxony-Anhalt region for final processing. We cannot guarantee, however, that the above nonbinding MOUs will lead to definitive agreements. |
| ● | Power to operate our future lithium mine is expected to be supplied by Manitoba Hydro on a 97% renewable basis; |
| ● | We are currently identifying sites within Manitoba for hydroxide processing of spodumene that will be powered by renewable energy sources; |
| ● | The Arctic Gateway Group’s Hudson Bay Railway lines are located within 65 kilometers of our Snow Lake Lithium™ property will connect our lithium mining operations to the North American auto industry with a minimum carbon footprint, with total mine to manufacturer distance of less than 1,000 miles; and |
These factors will give us a competitive edge and first mover status in delivering a fully verifiable, environmentally friendly product to a rapid growth market that is consumer driven to demand a new level of transparency and responsibility.
Practical Steps
We have launched our PFS, which will include in depth metallurgy analysis, resource definition, engineering assessment and ore sorting optimization, among other studies, during the second half of 2022. During the first quarter of 2022 we began an additional drilling program to further expand our existing resource and a mag drone survey that will be partially financed by a grant from the Manitoba Government. During the remainder of 2022 we intend to survey historic drilling holes from Sherritt Gordon’s lithium discoveries more than 50 years ago, the records of which are intact. Also, we began our environmental studies process during the latter part of 2021 and sometime in 2023 we will begin the permitting for the start of our future mining operations. We are confident that we will confirm the historic mineralization assessments on the Snow Lake Lithium™ property and be in a position to begin the construction and commissioning of our mining operations during 2024/2025.
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The Snow Lake Lithium™ Project
Our 100% owned Snow Lake Lithium™ Project consists of 122 mineral claims located on Crown land near Snow Lake, central Manitoba, Canada. We refer to this property as the Snow Lake Lithium™ property. The Snow Lake Lithium™ property encompasses two lithium-rich spodumene pegmatite clusters known as the Thompson Brothers and Sherritt Gordon, or SG, pegmatite dykes. A preliminary exploration program was conducted during 2017/2018 with respect to the Thompson Brothers dyke resulting in an S-K 1300 compliant updated estimate dated June 9, 2021 of an Indicated Resource of 9,082,600 tonnes of lithium bearing ore grading 1.00% lithium oxide, or Li2O, for 91,200 Li2O tonnes, and an Inferred Resource of 1,967,900 tonnes of lithium bearing ore grading 0.98% Li2O, for 19,300 Li2O tonnes. Further drilling will be required to determine whether the Snow Lake Lithium™ property contains proven or probable mineral reserves, and then we will have to engage in economic modeling and analysis to determine the economic viability of the project. We expect that if the S-K 1300 compliant numbers are confirmed as probable or proven resources, a fully functioning lithium mine could provide 8 to10 years of producing 160k tonnes per annum of 6% lithium ore concentrate.
Our Opportunity
Our Snow Lake Lithium™ Project is strategically located in Manitoba, Canada, ideally situated to economically deliver mined and processed lithium products to the EV battery industry serving North America’s “Auto Alley” from Michigan to the southern United States. With direct rail access running north to the Port of Churchill, which supplies access to Europe by ship, we expect to be able to economically deliver our future lithium output to the markets of Europe as well. Preliminary exploration of our Snow Lake Lithium™ property indicates a substantial S-K 1300 compliant indicated and inferred resource of lithium ore, and we have only explored 1% of the Snow Lake Lithium™ property. We expect to prove this indicated and inferred resource in the near future through further exploration and technical analysis and reporting, although we can provide no guarantee that our indicated and inferred resource will be confirmed as proven or probable. With expected to be proven mineral resources and our prime location, successful completion of a PFS, obtaining of the required permitting and building of a mine and ore concentrator, we expect to be able to produce economically significant amounts of marketable lithium ore concentrate in a socially responsible and environmentally friendly way while utilizing renewable energy to power our mining operations. Assuming our successful execution of the required exploration and development steps and operating in accordance with our ESG corporate principals, we expect to be in a strong position to be able to exploit, through offtake agreements with OEM manufacturers, the anticipated rising demand for lithium hydroxide to meet the burgeoning needs of the EV battery and related markets in North America and beyond.
Our Competitive Strengths
We believe that the following competitive strengths contribute to be our success and to differentiate us from our competitors:
| ● | Our initial metallurgical test work yielded a spodumene concentrate grading 6.37% Li2O and our preliminary flotation tests indicate that a spodumene concentrate with +6.0% Li2O may be readily produced from the deposit. These preliminary findings suggest that our Snow Lake Lithium™ property might contain lithium resources meeting industry and market specifications. For a discussion of this historical metallurgical test work, see “Business – Historical Mineral Processing and Metallurgical Testing” below. |
| ● | Our Snow Lake Lithium™ property is large, and we believe it is host to valuable lithium resources in commercial quantities. |
| ● | Access to Manitoba produced 97%+ renewable energy is expected to enable us to become the first supplier in North America of lithium mined exclusively with the benefit of fully renewable sources of energy. |
| ● | No significant technical challenges related to exploration and development of the deposits have been identified. |
| ● | We are strategically located in the North American market. |
| ● | Our operations are located in an exceptional mining friendly jurisdiction with excellent mining infrastructure. |
| ● | Our leadership team consists of experienced mining executives and operators, with a track record of de-risking and delivering. |
| ● | The combination of the benefits of mining under a fully renewable energy ecosystem, location in a mining friendly jurisdiction, and strategic proximity to the major United States EV manufacturing markets should make us an attractive source for offtake agreements with lithium battery and/or EV manufacturers who will need to secure their raw material supplies. |
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Our Growth Strategies
We have developed a strategic plan for further exploration and development of the Snow Lake Lithium™ property that includes the following milestones:
| ● | Complete resource update in accordance with the SEC’s new Mining Modernization Rules (field work completed) to expand and upgrade from Inferred to Indicated Resources. |
| ● | Complete Preliminary Feasibility Study, or PFS, study (began in the first quarter of 2022). |
| ● | Complete next stage of resource exploration drilling leading to resource upgrade to the Measured from Indicated level. |
| ● | Continue exploration of the TB1 dyke, which currently makes up our S-K 1300 compliant resource, to expand our known resource at this location. |
| ● | Continue exploration drilling at the Sherritt Gordon pegmatite dykes where preliminary exploration in the 1940s identified near surface spodumene deposits. Although no SG resources are included in our S-K 1300 compliant indicated and inferred mineral resource report, we expect that additional exploration of the SG dykes will result in the discovery of JORC reportable resources. |
| ● | Continue exploration of additional prospects located on our Snow Lake Lithium™ property could add additional tonnage through further drilling. We also intend to explore for extensions to the existing mineral resources and other potential mineralization within the Snow Lake Lithium™ property. |
Recent Developments
Collaboration with LG Energy Solution to Establish Lithium Supply Chain in North America
We signed a non-binding Memorandum of Understanding (MOU) with LG Energy Solution (LGES: KRX 373220) on September 22, 2022 as a next step towards building the domestic supply chain for the North American electric vehicle market.
We and LGES will collaborate to explore the opportunity to create one of Canada's first lithium hydroxide processing plants in CentrePort, Winnipeg, Manitoba. Under the terms of the MOU, we will supply LGES with lithium over a 10-year period once production starts in 2025. The MOU and contemplated partnership will be subject to a number of conditions, including the completion of due diligence from both parties.
A scoping study, in partnership with Primero, is already underway to identify the technologies, innovations and skills required to deliver a world-class lithium hydroxide plant within the Manitoba Province.
As of September 23, 2022, our cash and cash equivalents balance was C$19,955,558 (US$14,803,826 based on the exchange rate of 1.348 as of September 22, 2022 ).
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:
Risks Related to Our Business and Industry
Risks and uncertainties related to our business and industry include, but are not limited to, the following:
| ● | We have a limited operating history and have not yet generated any revenues; | |
| ● | Our financial statements have been prepared on a going concern basis and our financial status creates a doubt whether we will continue as a going concern; | |
| ● | If we do not obtain additional financing, our business may be at risk or execution of our business plan may be delayed; | |
| ● | The coronavirus pandemic may cause a material adverse effect on our business; | |
| ● | All of our business activities are now in the exploration stage and there can be no assurance that our exploration efforts will result in the commercial development of lithium hydroxide; | |
| ● | Our mineral resources described in our most recent S-K 1300 compliant indicated and inferred mineral resource report are only estimates and no assurance can be given that the anticipated tonnages and grades will be achieved, or that the indicated level of recovery will be realized. Although S-K 1300 compliant, there has been insufficient drilling on the Snow Lake Lithium™ property to qualify our inferred resource under the SEC’s new Mining Modernization Rules. Further drilling will be required to determine whether the Snow Lake Lithium™ property contains proven or probable mineral reserves and there can be no assurance that we will be successful in our efforts to prove our resource; |
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| ● | Mineral exploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us; | |
| ● | Our business operations are exposed to a high degree of risk associated with the mining industry; | |
| ● | We may not be able to obtain or renew licenses or permits that are necessary to our operations; | |
| ● | Our Snow Lake Lithium™ property may face indigenous land claims; | |
| ● | Volatility in lithium prices and lithium demand may make it commercially unfeasible for us to develop our Snow Lake Lithium™ Project; | |
| ● | There can be no guarantee that our interest in the Snow Lake Lithium™ property is free from any title defects; | |
| ● | Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies; | |
| ● | We currently report our financial results under International Financial Reporting Standards, or IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles; | |
| ● | Our directors and officers are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenue; and | |
| ● | In the event that key personnel leave our company, we would be harmed since we are heavily dependent upon them for all aspects of our activities. |
Risks Related to This Offering and Ownership of Our Common Shares
Risks and uncertainties related to this offering and our Common Shares include, but are not limited to, the following:
● |
We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree; | |
| ● | If through additional drilling we are not able to prove our resource according to the SEC’s new Mining Modernization Rules, your investment in our common shares could become worthless; | |
| ● | You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in the prospectus based on foreign laws; | |
| ● | We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies; | |
| ● | As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares; | |
| ● | A major shareholder, Nova Minerals, owns a significant interest in our outstanding common shares. As a result, it will have the ability to influence all matters submitted to our shareholders for approval; and | |
| ● | Future issuances of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our common shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common shares. |
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In addition, we face other risks and uncertainties that may materially affect our business prospects, financial condition, and results of operations. You should consider the risks discussed in “Risk Factors” and elsewhere in this prospectus before investing in our common shares.
Our Corporate Structure
We were incorporated in the Province of Manitoba, Canada under The Corporations Act (Manitoba), or MCA, on May 25, 2018 by our major shareholder Nova. As of the date of this prospectus, Nova owned approximately 36.82% of our outstanding common shares. Nova has agreed to lock up its holdings of 6,600,000 our common shares until March 21, 2023.
We have three wholly owned subsidiaries, Snow Lake Exploration Ltd., or Snow Lake Exploration, Snow Lake (Crowduck) Ltd., or Snow Lake Crowduck, and Thompson Bros (Lithium) PTY Ltd. (formerly Manitoba Minerals Pty Ltd), or Thompson Bros. Through a series of agreements between 2016 to 2019 we acquired a 100% interest in the Snow Lake Lithium™ property. Our subsidiary, Thompson Bros, which owned our 20 claims before they were transferred to Snow Lake Crowduck, has been deregistered in Australia and Manitoba.
Corporate Information
Our corporate address is 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada. Our company email address is info@snowlakelithium.com.
Our registered office is located at 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada.
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, N.Y. 10168.
Our website can be found at https://snowlakelithium.com. The information contained on our website is not a part of this prospectus, nor is such content incorporated by reference herein, and should not be relied upon in determining whether to make an investment in our common shares.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” under the Jumpstart Our Business Act of 2012, as amended, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
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Implications of Being a Foreign Private Issuer
We are subject to the information reporting requirements of the Exchange Act that are applicable to “foreign private issuers,” and under those requirements we file certain reports with the SEC. As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we will be subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we have four months after the end of each fiscal year to file our annual reports with the SEC and we are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. We also present our financial statements pursuant to IFRS, as issued by the International Accounting Standards Board, instead of pursuant to U.S. generally accepted accounting principles. Furthermore, our officers, directors and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. In addition, as a foreign private issuer, we are permitted, and intend to follow certain home country corporate governance practices instead of those otherwise required under the listing rules of Nasdaq for domestic U.S. issuers. These exemptions and leniencies will reduce the frequency and scope of information and protections available to you in comparison to those applicable to a U.S. domestic reporting companies.
Notes on Prospectus Presentation
Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Certain market data and other statistical information contained in this prospectus are based on information from independent industry organizations, publications, surveys and forecasts. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed above, our internal research and our knowledge of the Canadian mining industry. While we believe such information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source.
Our reporting currency and our functional currency is Canadian dollar. This prospectus contains translations of Canadian dollars into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from Canadian dollars into U.S. dollars relating to the unaudited interim consolidated financial statements as of December 31, 2021 and for the six months ended December 31, 2021 and 2020 in this prospectus were made at a rate of C$1.2777 per US$1.00, the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board in effect as of December 30, 2021. All translations from Canadian dollars into U.S. dollars relating to the audited consolidated financial statements as of and for the years ended June 30, 2021 and 2020 in this prospectus were made at a rate of C$1.2404 per US$1.00, the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board in effect as of June 30, 2021. On September 16, 2022, the noon buying rate for Canadian dollar was 1.3273 per US$1.00. We make no representation that the Canadian dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Canadian dollar, as the case may be, at any particular rate or at all.
All references in the prospectus to “U.S. dollars,” “dollars,” “US$” and “$” are to the legal currency of the United States and all references to “C$” are to the legal currency of Canada.
Share Consolidation (a “Reverse Split”)
On October 7, 2021, we effectuated a one-for-five reverse stock split of our common shares, or the Reverse Split. The Reverse Split combined each five of our common shares into one common share. Fractional shares will not be issued to any existing shareholder in connection with the Reverse Split, but the Company purchased from each existing shareholder the right to such fractional share that would have been issued, at a price based on our initial public offering price. The right to fractional shares which the Company purchased resulting from the Reverse Split, in the aggregate, was less than ten (10) common shares. The historical audited financial statements included elsewhere in this prospectus have been adjusted for the Reverse Split. Unless otherwise indicated, all other share and per share data in this prospectus have been retroactively adjusted, where applicable, to reflect the Reverse Split as if it had occurred as at the June 30, 2019 fiscal year end.
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The Offering
Shares offered
Common shares outstanding immediately before the offering |
10,000,000 common shares, assuming an offering price of US$3.00 per share, a price at which our common shares traded on September 23, 2022.
17,924,758 common shares. | |
Common shares outstanding immediately after the offering
|
27,924,758 common shares (or 29,424,758 common shares if the underwriters exercise the over-allotment option in full). | |
| Over-Allotment Option | We have granted the representative of the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to 1,500,000 additional common shares, constituting 15% of the numbers of our common shares to be offered by us pursuant to this offering (excluding shares subject to this option), at the follow-on public offering price less the underwriting discount. | |
| Underwriters’ Warrants | We will issue to the representative of the underwriters, or its permitted designees, warrants to purchase up to common shares representing 5% of the common shares offered hereby, or up to 575,000 common shares if the underwriters exercise their over-allotment option in full. The underwriters’ warrants will have an exercise price of 125% of the per share public offering price, will become exercisable 180 days after the commencement of sales of this offering, and will terminate on the fifth anniversary of the commencement of sales of this offering.
| |
| Lockup | The representative of the underwriters has required that officers and substantially all directors of the Company enter into lock-up agreements pursuant to which these officers and directors have agreed that, without the prior consent of the representative, they will not, for a period of 60 days following the closing of the offering, subject to certain exceptions, offer, sell or otherwise dispose of or transfer any securities of the Company owned by them as of the date of the closing of the offering or acquired during the lock-up period.
| |
| Use of proceeds | We expect to receive net proceeds of approximately US$27.5 million from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of the over-allotment option. We plan to use the net proceeds of this offering for resource development activities, technical studies and reports, working capital and general corporate purposes. See “Use of Proceeds.” | |
| Risk factors | Investing in our common shares involves a high degree of risk and purchasers of our common shares may lose part or all of their investment. See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our common shares. | |
| Nasdaq Capital Market Symbol | Our common shares are listed on the Nasdaq Capital Market under the symbol “LITM.” | |
The number of common shares outstanding is based on 17,924,758 shares outstanding as of the date of this prospectus and excludes:
| ● | 520,000 common shares issuable upon the exercise of outstanding options under our Amended and Restated Stock Option Plan at a weighted average exercise price of C$2.50 (approximately US$2.02) per share; | |
| ● | 1,062,407 common shares issuable upon the exercise of outstanding options under our Amended and Restated Stock at a weighted average exercise price of US$7.50 per share; |
| ● | 824,325 additional common shares that are reserved for future issuance under our Amended and Restated Stock Option Plan; |
| ● | 637,106 common shares issuable upon the exercise of outstanding warrants at a weighted average exercise price of C$1.56 (approximately US$1.27) per share; |
| ● | 184,000 common shares issuable upon exercise of the warrants issued to the representative of the underwriters in our initial public offering at a weighted average exercise price of US$9.375 per share; and | |
| ● | up to 575,000 common shares issuable upon exercise of the warrants to be issued to the representative of the underwriters in this offering. |
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Summary Consolidated Financial Information
The following summary historical financial information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in the prospectus and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.
The following summary consolidated financial data as of December 31, 2021 and 2020 is derived from our unaudited consolidated financial statements included elsewhere in this prospectus.
Our financial statements are prepared and presented in accordance with IFRS. Our historical results for any period are not necessarily indicative of our future performance.
| Six Months Ended December 31, | ||||||||||||
2020 (unaudited) | 2021 (unaudited) | 2021 (unaudited) | ||||||||||
| Statements of Loss Data | C$ | C$ | US$ | |||||||||
| Total operating expenses | (108,790 | ) | (2,925,819 | ) | (2,289,911 | ) | ||||||
| Total other income (loss) | 5,031 | 513,161 | 401,629 | |||||||||
| Net loss | (103,759 | ) | (2,412,658 | ) | (1,888,282 | ) | ||||||
| Net loss per share – basic and diluted | (0.01 | ) | (0.17 | ) | (0.14 | ) | ||||||
| Weighted average shares outstanding – basic and diluted | 13,008,014 | 13,943,543 | 13,943,543 | |||||||||
The following as adjusted consolidated statements of financial position as of December 31, 2021, gives effect to the sale by us of common shares offered by us in this Prospectus (excluding the underwriter’s over-allotment option), after deducting the estimated underwriting discounts and other offering expenses.
| As of December 31, | As of December 31 | |||||||||||||||
2020 (unaudited) | 2021 (unaudited) | 2021 (unaudited) | As adjusted for the offering | |||||||||||||
| Statements of Financial Position Data | C$ | C$ | US$ | (unaudited) US$ | ||||||||||||
| Cash | 52,293 | 30,779,336 | 24,089,642 | 51,539,642 | ||||||||||||
| Current assets | 63,580 | 32,086,248 | 25,112,505 | 52,562,505 | ||||||||||||
| Total assets | 5,643,039 | 38,255,963 | 29,941,272 | 57,391,272 | ||||||||||||
| Current liabilities | 539,173 | 2,049,882 | 1,604,353 | 1,604,353 | ||||||||||||
| Total liabilities | 539,173 | 2,049,882 | 1,604,353 | 1,604,353 | ||||||||||||
| Shareholders’ equity | 5,103,866 | 36,206,081 | 28,336,919 | 55,786,919 | ||||||||||||
| Total liabilities and shareholders’ equity | 5,643,039 | 38,255,963 | 29,941,272 | 57,391,272 | ||||||||||||
The following summary consolidated financial data as of June 30, 2021 and 2020 is derived from our audited consolidated financial statements included elsewhere in this prospectus.
Our financial statements are prepared and presented in accordance with IFRS. Our historical results for any period are not necessarily indicative of our future performance.
| Years Ended June 30, | ||||||||||||
| 2020 | 2021 | 2021 | ||||||||||
| Statements of Loss Data | C$ | C$ | US$ | |||||||||
| Total operating expenses | (247,364 | ) | (595,598 | ) | (480,166 | ) | ||||||
| Total other income (loss) | 65,248 | 43,162 | 34,797 | |||||||||
| Net loss | (182,116 | ) | (552,436 | ) | (445,369 | ) | ||||||
| Net loss per share – basic and diluted | (0.01 | ) | (0.04 | ) | (0.03 | ) | ||||||
| Weighted average shares outstanding – basic and diluted | 13,007,995 | 13,008,669 | 13,008,669 | |||||||||
| As of June 30, | ||||||||||||
| 2020 | 2021 | 2021 | ||||||||||
| Statements of Financial Position Data | C$ | C$ | US$ | |||||||||
| Cash | 143,089 | 318,844 | 257,049 | |||||||||
| Current assets | 154,480 | 397,461 | 320,430 | |||||||||
| Total assets | 5,551,359 | 6,127,685 | 4,940,088 | |||||||||
| Current liabilities | 343,734 | 1,374,819 | 1,108,367 | |||||||||
| Total liabilities | 343,734 | 1,374,819 | 1,108,367 | |||||||||
| Shareholders’ equity | 5,207,625 | 4,752,866 | 3,831,720 | |||||||||
| Total liabilities and shareholders’ equity | 5,551,359 | 6,127,685 | 4,940,088 | |||||||||
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An investment in our common shares involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, before purchasing our common shares. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Special Note Regarding Forward-Looking Statements.”
Risks Related to Our Business and Industry
We have a limited operating history and have not yet generated any revenues.
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. We were formed in May 2018 and we have not yet begun commercial production of lithium hydroxide. To date, we have no revenues. We are in the exploration stage of our development with the potential to establish commercial operations still an unknown. We intend to proceed with the development of the Snow Lake Lithium™ property through to economic studies such as a PFS and provided the results are positive, through to mine development. We intend in the longer term to derive substantial revenues from becoming a strategic supplier of battery-grade lithium hydroxide to the growing electric vehicle and battery storage markets. Our company is in the exploration stage, and we do not expect to start generating revenues until the fourth quarter of 2024, at the earliest. Our planned exploration and development of mineral resources, primarily lithium, will require significant investment prior to commercial introduction and may never be successfully developed or commercially successful.
Our financial statements have been prepared on a going concern basis and our financial status creates a doubt whether we will continue as a going concern.
Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern.
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 commence our business operations and to rely otherwise. As of December 31, 2021, we had cash of C$30,779,336 (approximately US$24,089,642) and during the six-month period ended December 31 2021, and 2020, we had a net loss of C$2,412,658 (approximately US$1,888,282) and C$103,759, respectively. As of June 30, 2021, we had cash of C$318,844 (approximately US$257,049) and during the fiscal year ended June 30, 2021, and 2020, we had a net loss of C$552,436 (approximately US$445,369) and C$182,116, respectively. Subsequently on November 18, 2021, we completed our initial public offering of common shares on the Nasdaq resulting in net proceeds of US$25.29 million. Additional funding will be needed to implement our business plan that includes various expenses such as continuing our mining exploration program, legal, operational set-up, general and administrative, marketing, employee salaries and other related start-up expenses. Obtaining additional funding will be subject to various factors, including general market conditions, investor acceptance of our business plan and ongoing results from our exploration efforts. These financings could result in substantial dilution to the holders of our common shares, or require contractual or other restrictions on our operations or on alternatives that may be available to us. If we raise additional funds by issuing debt securities, these debt securities could impose significant restrictions on our operations. Any such required financing may not be available in amounts or on terms acceptable to us, and the failure to procure such required financing could have a material and adverse effect on our business, financial condition and results of operations, or threaten our ability to continue as a going concern.
We may not be able to acquire additional funds on acceptable terms, or at all. If we are unable to raise adequate funds, we may have to delay, reduce the scope of or eliminate some or all of our planned exploration programs. If we do not have, or are not able to obtain, sufficient funds, we may be required to delay further exploration, development or commercialization of our expected mineral resources, if and when verified. We also may have to reduce the resources devoted to our mining efforts or cease operations. Any of these factors could harm our operating results.
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The coronavirus pandemic may cause a material adverse effect on our business.
The COVID-19 outbreak has led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings. On March 11, 2020, the federal government of Canada announced a $1 billion package to help Canadians through the health crisis. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in Canada.
As a result of the measures adopted by the Province of Manitoba and the federal government of Canada, certain of our mining exploration activities have been delayed. The access to investor capital as well as the potential for a 14-day quarantine when travelling into the Province of Manitoba have discouraged us from engaging in certain exploration activities in the near term. As a result of these unexpected delays, we had placed our focus on completing lab work and technical report writing using the field data that we have previously compiled. In August 2021, members of our team made a site visit to Manitoba and conducted mapping and prospecting and in October 2021 additional members of our team visited the site. In February 2022, a drilling program began at the site that is ongoing as of the date of filing.
The spread of the virus in many countries continues to adversely impact global economic activity and has contributed to significant volatility and negative pressure in financial markets and supply chains. The pandemic has had, and could have a significantly greater, material adverse effect on the Canadian economy as a whole, as well as the local economy where we conduct our operations. The pandemic has resulted, and may continue to result for an extended period, in significant disruption of global financial markets, which may reduce our ability to access capital in the future, which could negatively affect our liquidity.
If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, our business operations could be further delayed or interrupted. We expect that government and health authorities may announce new or extend existing restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. We may also experience limitations in employee resources. In addition, our operations could be disrupted if any of our employees were suspected of having the virus, which could require quarantine of some or all such employees or closure of our facilities for disinfection. We may also delay or reduce certain capital spending and related projects until the travel and logistical impacts of the pandemic are lifted, which will delay the completion of such projects. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.
The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this prospectus, including the effectiveness of vaccines and other treatments and other new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global lithium mining and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.
To the extent the pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
Our business is subject to operational risks that are generally outside of our control and could adversely affect our business.
Mineral mining sites, like the sites where our Snow Lake Lithium™ property is located, by their nature are subject to many operational risks and factors that are generally outside of our control and could adversely affect our business, operating results and cash flows. These operational risks and factors include the following:
| ● | unanticipated ground and water conditions; |
| ● | adverse claims to water rights and shortages of water to which we have rights; |
| ● | adjacent land ownership that results in constraints on current or future operations; |
| ● | geological problems, including earthquakes and other natural disasters; |
| ● | metallurgical and other processing problems; |
| ● | the occurrence of unusual weather or operating conditions and other force majeure events; |
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| ● | lower than expected ore grades or recovery rates; |
| ● | accidents; |
| ● | delays in the receipt of or failure to receive necessary government permits; |
| ● | the results of litigation, including appeals of agency decisions; |
| ● | uncertainty of exploration and development; |
| ● | delays in transportation; |
| ● | interruption of energy supply; |
| ● | labor disputes; |
| ● | inability to obtain satisfactory insurance coverage; and |
| ● | the failure of equipment or processes to operate in accordance with specifications or expectations. |
Any one or more of these factors or other risks could cause us not to realize the anticipated benefits of an acquisition of properties or companies and could have a material adverse effect on our financial condition.
All of our business activities are now in the exploration stage and there can be no assurance that our exploration efforts will result in the commercial development of lithium hydroxide.
All of our operations are at the exploration stage and there is no guarantee that any such activity will result in commercial production of lithium mineral deposits. Very limited drilling has been conducted on our Snow Lake Lithium™ property to date, which makes the extrapolation of an S-K 1300 compliant indicated or inferred resource to an S-K 1300 probable or proven reserve and to commercial viability impossible without further drilling. We intend to engage in that additional exploratory drilling with proceeds from our initial public offering but we can provide no assurance of future success from our planned additional drilling program. The exploration for lithium deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish proven mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by us or any future development programs will result in a profitable commercial mining operation. There is no assurance that our mineral exploration activities will result in any discoveries of commercial quantities of lithium. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted. Our long-term profitability will be in part directly related to the cost and success of our exploration programs and any subsequent development programs.
Our mineral resources or reserves may be significantly lower than expected.
We are in the exploration stage and our planned principal operations have not commenced. There is currently no commercial production on the Snow Lake Lithium™ property and we have not yet completed a preliminary feasibility study. As such, our estimated proven or probable mineral reserves, expected mine life and lithium pricing cannot be determined as the exploration program, drilling, feasibility studies and pit (or mine) design optimizations have not yet been undertaken, and the actual mineral reserves may be significantly lower than expected. You should not rely on the S-K 1300 compliant technical report, or PFS, if and when completed and published, as indications that we will have successful commercial operations in the future. Even if we prove reserves on the Snow Lake Lithium™ property, we cannot guarantee that we will be able to develop and market them, or that such production will be profitable.
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The estimation of lithium reserves is not an exact science and depends upon a number of subjective factors. Any indicated or inferred resource figures presented in this prospectus are estimates from the written reports of technical personnel and mining consultants who were contracted to assess the mining prospects. Resource estimates are a function of geological and engineering analyses that require us to forecast production costs, recoveries, and metals prices. The accuracy of such estimates depends on the quality of available data and of engineering and geological interpretation, judgment, and experience. Estimated indicated or inferred lithium resources may not be upgraded to indicated or measured or to probable or proved reserves, and any reserves may not be realized in actual production and our operating results may be negatively affected by inaccurate estimates. Additionally, resource estimates do not determine the economics of a mining project and, although we have begun to prepare a preliminary feasibility study, even once the PFS is produced we cannot guarantee that it will reflect positive economics for our mining resources or that we will be able to execute our plans to create an economically viable mining operation.
Our mineral resources described in our most recent S-K 1300 compliant indicated and inferred mineral resource report are only estimates and no assurance can be given that the anticipated tonnages and grades will be achieved, or that the indicated level of recovery will be realized.
We intend to continue exploration on our Snow Lake Lithium™ property and we may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. We can provide investors with no assurance that exploration on our current properties, or any other property that we may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent us from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of viable lithium mineral deposits on our properties, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.
We have no history of mineral production.
We are an exploration stage company and we have no history of mining or refining mineral products from our properties. As such, any future revenues and profits are uncertain. There can be no assurance that our Snow Lake Lithium™ Project will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to further technical studies, permitting requirements and construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations. There is no certainty that we will generate revenue from any source, operate profitably or provide a return on investment in the future.
Lithium mining and production is relatively new to the Province of Manitoba and the Snow Lake area.
If and when our lithium resources on the Snow Lake Lithium™ property are proven, we intend to work towards entering the production stage of our operations. We intend not to use diesel or gasoline fuel for any of our mining, sorting and concentrating activities. This means that the sorting and concentrating of, and the production of our spodumene lithium into a lithium hydroxide will be conducted through a fully electrified process, potentially not using any fossil fuels to generate the electrical power needed to run our operations. Lithium mining has occurred at the Tanco mine located north east of Winnipeg, but the mining and processing of lithium ore has not previously been undertaken in or near the Snow Lake region of Manitoba. Locating the necessary experts and work force that are familiar with and trained in this particular mining process may be a challenge and our success may be hindered by the lack of historical familiarity with the processes and challenges faced in lithium mining and production.
Mineral exploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us.
Exploration and mining operations generally involve a degree of risk. Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of rare earth metals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life and damage to property and environmental damage, all of which may result in possible legal liability. Although we expect that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geo-mechanical issues, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of our operations that would have a material adverse effect on our business, financial condition, results of operations and prospects.
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The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral deposit may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral resources and reserves, to develop metallurgical processes and to construct mining and processing facilities and infrastructure at a particular site. It is impossible to ensure that the exploration or development programs planned by us will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices that are highly cyclical, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our company not receiving an adequate return on invested capital. There is no certainty that the expenditures made towards the search and evaluation of mineral deposits will result in the discovery of mineral resources or the development of commercial quantities of mineral reserves.
Our development projects have no operating history upon which to base estimates of future capital and operating costs. Mineral resource and reserve estimates and estimates of operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of capital and operating costs based upon anticipated tonnage and grades to be mined and processed, ground conditions, the configuration of the deposit, expected recovery rates of minerals from ore, estimated operating costs, and other factors. As a result, actual production, cash operating costs and economic returns could differ significantly from those estimated.
There are numerous risks associated with the development of the Snow Lake Lithium™ property.
Our future success will largely depend upon our ability to successfully explore, develop and manage the Snow Lake Lithium™ property. In particular, our success is dependent upon management’s ability to implement our strategy, to develop the project and to maintain ongoing lithium production from the mines that we expect to develop.
Development of the Snow Lake Lithium™ property could be delayed, experience interruptions, incur increased costs or be unable to complete due to a number of factors, including but not limited to:
| ● | changes in the regulatory environment including environmental compliance requirements; |
| ● | non-performance by third party consultants and contractors; |
| ● | inability to attract and retain a sufficient number of qualified workers; |
| ● | unforeseen escalation in anticipated costs of exploration and development, or delays in construction, or adverse currency movements resulting in insufficient funds being available to complete planned exploration and development; |
| ● | increases in extraction costs including energy, material and labor costs; |
| ● | lack of availability of mining equipment and other exploration services; |
| ● | shortages or delays in obtaining critical mining and processing equipment; |
| ● | catastrophic events such as fires, storms or explosions; |
| ● | the breakdown or failure of equipment or processes; |
| ● | construction, procurement and/or performance of the processing plant and ancillary operations falling below expected levels of output or efficiency; |
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| ● | civil unrest in and/or around the mine site and supply routes, which would adversely affect the community support of our operations; |
| ● | changes to anticipated levels of taxes and imposed royalties; and/or |
| ● | a material and prolonged deterioration in lithium market conditions, resulting in material price erosion. |
It is not uncommon for new mining developments to experience these factors during their exploration or development stages or during construction, commissioning and production start-up, or indeed for such projects to fail as a result of one or more of these factors occurring to a material extent. There can be no assurance that we will complete the various stages of exploration and development necessary in order to achieve our strategy in the timeframe pre-determined by us or at all. Any of these factors may have a material adverse effect on our business, results of operations and activities, financial condition and prospects.
Changes in technology and future demand may result in an adverse effect on our results of operation.
Currently lithium is a key metal used in batteries, including those used in electric vehicles. However, the technology pertaining to batteries, electric vehicles and energy creation and storage is changing rapidly and there is no assurance lithium will continue to be used to the same degree as it is now, or that it will be used at all. Any decline in the use of lithium ion batteries or technologies utilizing such batteries may result in a material and adverse effect on our future profitability, results of operation and financial condition.
Our business operations are exposed to a high degree of risk associated with the mining industry.
Our business operations are exposed to a high degree of risk inherent in the mining sector. Risks which may occur during the exploration and development of mineral resources include environmental hazards, industrial accidents, equipment failure, import/customs delays, shortage or delays in installing and commissioning plant and equipment, metallurgical and other processing problems, seismic activity, unusual or unexpected formations, formation pressures, rock bursts, wall failure, cave ins or slides, burst dam banks, flooding, fires, explosions, power outages, opposition with respect to mining activities from individuals, communities, governmental agencies and non-governmental organizations, interruption to or the increase in costs of services, cave-ins and interruption due to inclement or hazardous weather conditions.
Commencement of mining can also reveal mineralization or geologic formations, including higher than expected content of other minerals that can be difficult to separate from rare earth metals, which can result in unexpectedly low recovery rates.
Such occurrences could cause damage to, or destruction of properties, personal injury or death, environmental damage, pollution, delays, increased production costs, monetary losses and potential legal liabilities. Moreover, these factors may result in a mineral deposit, which has been mined profitably in the past to become unprofitable. They are also applicable to sites not yet in production and to expanded operations. Successful mining operations will be reliant upon the availability of processing and refining facilities and secure transportation infrastructure at the rate of duty over which we may have limited or no control. Any liabilities that we incur for these risks and hazards could be significant and the costs of rectifying the hazard may exceed our asset value.
Infrastructure required to carry on our business may be affected by unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure.
Exploitation of the Snow Lake Lithium™ property will depend to a significant degree on adequate infrastructure. In the course of developing our expected operations, assuming our exploration efforts will be successful, we may need to construct and support the construction of infrastructure, which includes permanent gas pipelines, water supplies, power, transport and logistics services which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure or any failure or unavailability in such infrastructure could materially adversely affect our operations, financial condition and results of operations.
We may receive negative conclusions from further economic assessments.
The net proceeds from our follow-on public offering are being used to, among other things, fund the preparation of a preliminary feasibility study on the Snow Lake Lithium™ property and for the continuation of the exploration work to establish the economic potential of the Snow Lake Lithium™ property. Until such time as any further economic assessment is concluded, uncertainty will exist as to the economic viability of the Snow Lake Lithium™ property. In the event that any further economic assessments have negative conclusions, investors may lose some or all of their investment.
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We may not be able to obtain or renew licenses or permits that are necessary to our operations.
In the ordinary course of business, we will be required to obtain and renew governmental licenses or permits for exploration, development, construction and commencement of mining at the Snow Lake Lithium™ property. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings on the part of our company. The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities. We may not be able to obtain or renew licenses or permits that are necessary to our operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from the Snow Lake Lithium™ property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact our operations and profitability.
The Snow Lake Lithium™ property may face indigenous land claims
The Snow Lake Lithium™ property may now or in the future be the subject of indigenous land claims. The legal nature of land claims is a matter of considerable complexity. The impact of any such claim on our ownership interest in the Snow Lake Lithium™ property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights in the area in which the Snow Lake Lithium™ property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on our operations. Even in the absence of such recognition, we may at some point be required to negotiate with, and seek the approval of holders of, such interests in order to facilitate exploration and development work on the Snow Lake Lithium™ property. There is no assurance that we will be able to establish a practical working relationship with the indigenous groups in the area which would allow us to ultimately develop the Snow Lake Lithium™ property.
Volatility in lithium prices and lithium demand may make it commercially unfeasible for us to develop our Snow Lake Lithium™ Project.
The development of our Snow Lake Lithium™ Project is dependent on the continued growth of the lithium market, and the continued increased demand for lithium chemicals by emerging producers of electric vehicles and other users of lithium-ion batteries. These producers and the related technologies are still under development and a continued sustained increase in demand is not certain. To the extent that such demand does not manifest itself, and the lithium market does not continue to grow, or existing producers increase supply to satisfy this demand, then our ability to develop our Snow Lake Lithium™ Project will be adversely affected. Our lithium exploration and development activities may be significantly adversely affected by volatility in the price of lithium. Mineral prices fluctuate widely and are affected by numerous factors beyond our control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our lithium activities not producing an adequate return on invested capital to be profitable or viable.
There can be no guarantee that our interest in the Snow Lake Lithium™ property is free from any title defects.
We have taken all reasonable steps to ensure it has proper title to the Snow Lake Lithium™ property. However, there can be no guarantee that our interest in the Snow Lake Lithium™ property is free from any title defects, as title to mineral rights involves certain intrinsic risks due to the potential problems arising from the unclear conveyance history characteristic of many mining projects. There is also the risk that material contracts between us and relevant government authorities will be substantially modified to the detriment of us or be revoked. There can be no assurance that our rights and title interests will not be challenged or impugned by third parties.
Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies.
Our exploration programs are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies. If we are unable to obtain the requisite critical supplies in time and at commercially acceptable prices or if there are significant disruptions in the supply of electricity, water or other inputs to the mine site, our business performance and results of operations may experience material adverse effects.
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We may experience an inability to attract or retain qualified personnel.
Our success depends to a large degree upon our ability to attract, retain and train key management personnel, as well as other technical personnel. If we are not successful in retaining or attracting such personnel, our business may be adversely affected. Furthermore, the loss of our key management personnel could materially and adversely affect our business and operations.
As our business becomes more established, it will also be required to recruit additional qualified key financial, administrative, operations and marketing personnel. There will be no guarantee that we will be able to attract and keep such qualified personnel and if we are not successful, it could have a material and adverse effect on our business and results from operations.
Failure to comply with federal, provincial and/or local laws and regulations could adversely affect our business.
Our mining operations are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people, and other matters. This includes periodic review and inspection of the Snow Lake Lithium™ property that may be conducted by applicable regulatory authorities.
Although the exploration activities on the Snow Lake Lithium™ property have been and, we expect, will continue to be carried out in accordance with all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existing laws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New laws and regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringent implementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditures costs, or reduction in levels of exploration, development and/or production.
Failure to comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburse any parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposed against us for infringement of applicable laws or regulations.
Failure to comply with environmental regulation could adversely affect our business.
All phases of our operations with respect to the Snow Lake Lithium™ property will be subject to environmental regulation. Environmental legislation involves strict standards and may entail increased scrutiny, fines and penalties for non-compliance, stringent environmental assessments of proposed projects and a high degree of responsibility for companies and their officers, directors and employees. Changes in environmental regulation, if any, may adversely impact our operations and future potential profitability. In addition, environmental hazards may exist on the Snow Lake Lithium™ property that are currently unknown. We may be liable for losses associated with such hazards, or may be forced to undertake extensive remedial cleanup action or to pay for governmental remedial cleanup actions, even in cases where such hazards have been caused by previous or existing owners or operators of the properties, or by the past or present owners of adjacent properties or by natural conditions. The costs of such cleanup actions may have a material adverse impact on our operations and future potential profitability.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
We currently report our financial results under IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles.
We report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted accounting principles, or U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.
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Our assets and operations are subject to economic, geopolitical and other uncertainties.
Economic, geopolitical and other uncertainties may negatively affect our business. Economic conditions globally are beyond our control. In addition, the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect both local and global economies. Downturns in the economy or geopolitical uncertainties may cause future customers to delay or cancel projects, reduce their overall capital or operating budgets or reduce or cancel orders which could have a material adverse effect on our business, results of operations and financial condition.
Our operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights, could result in loss, reduction or expropriation of entitlements.
In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of equity securities and other companies in ways that are unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of our common shares.
As we face intense competition in the mineral exploration and exploitation industry, there can be no assurance that we will be able to compete effectively with other companies.
The mining industry, and the lithium mining sector in particular, is very competitive. Our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment.
As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. we may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees or we may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition, results of operations and future prospects as well as our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.
Our executive officers are engaged in other business activities and, accordingly, may not devote sufficient time to our business affairs, which may affect our ability to conduct operations.
Our 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. Our VP of Resource Development may also be engaged in the exploration program of our majority shareholder, Nova, and our Chief Executive Officer and our Chief Operating Officer each have consulting clients in addition to working for us. Although we expect that as our business operations ramp up our 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, our executive officers may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations. In addition, management of our company may be periodically interrupted or delayed as a result of these officers’ other business interests.
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We may be subject to potential conflicts of interest.
We may be subject to potential conflicts of interests, as certain directors of our company are, and may continue to be, engaged in the mining industry through their participation in corporations, partnerships or joint ventures, which are potential competitors of our company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of our company. Our directors and officers with conflicts of interest will be subject to the procedures set out in the related Canadian law and regulations.
We may not meet cost estimates.
A change in the timing of any projected cash flows due to capital funding or, once in production, production shortfalls or labor disruptions would result in delays in receipt of such cash flows and in using such cash to fund operating activities and, as applicable, reduce debt levels. This could result in additional loans to finance capital expenditures in the future.
The level of capital and operating cost estimates which are used for determining and obtaining financing and other purposes are based on certain assumptions and are fundamentally subject to considerable uncertainties. It is very likely that actual results for the Snow Lake Lithium™ property will differ from our current projections, estimates and assumptions, and these differences may be significant. Moreover, experience from actual mining may identify new or unexpected conditions that could decrease operational activities, and/or increase capital and/or operating costs above, the current estimates. If actual results are less favorable than we currently estimate, our business, results from operations, financial condition and liquidity could be materially adversely affected.
We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure and have uncertain returns.
We may seek to expand through future acquisitions of either companies or properties, however, there can be no assurance that we will locate attractive acquisition candidates, or that we will be able to acquire such candidates on economically acceptable terms, if at all, or that we will not be restricted from completing acquisitions pursuant to contractual arrangements. Future acquisitions may require us to expend significant amounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integrating personnel with disparate backgrounds and combining different corporate cultures.
Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations about mineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas new to us; and (viii) the loss of key employees and/or key relationships at the acquired project.
At times, future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligence prior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that fails to meet expectations, our business, results of operations, cash flows or financial condition may be materially adversely affected. The potential impairment or complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earnings and could negatively affect our balance sheet.
Legal proceedings may arise from time to time in the course of our business.
Legal proceedings may arise from time to time in the course of our business. Such litigation may be brought from time to time in the future against us. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Other than as disclosed elsewhere in this prospectus, 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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Land reclamation requirements may be burdensome.
Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.
In the event that key personnel leave our company, we would be harmed since we are heavily dependent upon them for all aspects of our activities.
We are heavily dependent on our officers and directors, the loss of whom could have, in the short-term, a negative impact on our ability to conduct our activities and could cause additional costs from a delay in the exploration and development of our Snow Lake Lithium™ property.
The obligations associated with being a public company require significant resources and management attention, and we incur significant costs as a result of being a public company.
As a public company, we face increased legal, accounting, administrative and other costs and expenses that we did not incur as a private company. We are subject to the reporting requirements of the Exchange Act, which requires that we file annual and other reports with respect to our business and financial condition, as well as the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, and the continued listing requirements of Nasdaq, each of which imposes additional reporting and other obligations on public companies. As a public company, we are required to, among other things:
| ● | prepare and file annual and other reports in compliance with the federal securities laws; |
| ● | expand the roles and duties of our board of directors and committees thereof and management; |
| ● | hire additional financial and accounting personnel and other experienced accounting and finance staff with the expertise to address complex accounting matters applicable to public companies; |
| ● | institute more comprehensive financial reporting and disclosure compliance procedures; |
| ● | involve and retain, outside counsel and accountants to assist us with the activities listed above; |
| ● | build and maintain an investor relations function; |
| ● | establish new internal policies, including those relating to trading in our securities and disclosure controls and procedures; |
| ● | comply with the initial listing and maintenance requirements of Nasdaq; and |
| ● | comply with the Sarbanes-Oxley Act. |
We expect these rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, to continue to incur legal and financial compliance costs and make some activities more time consuming and costly than for private companies. These laws, regulations and standards are subject to varying interpretations, in many cases, due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition and results of operations.
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Risks Related to This Offering and Ownership of Our Common Shares
An active market in which investors can resell their common shares may not be available.
Our common shares were listed and began trading on the Nasdaq Capital Market on November 19, 2021 under the symbol “LTIM.” Prior to the listing, there was no public market for our common shares. A liquid public market for our common shares may not sufficiently develop. The prices at which our securities are traded may decline, meaning that you may experience a decrease in the value of your common shares regardless of our operating performance or prospects.
The market price of our common shares may fluctuate, and you could lose all or part of your investment.
The market price for our common shares has been volatile, in part because our shares do not have a substantial history of trading publicly. In addition, the market price of our common shares may fluctuate significantly in response to several factors, most of which we cannot control, including:
| ● | actual or anticipated variations in our operating results; |
| ● | increases in market interest rates that lead investors of our common shares to demand a higher investment return; |
| ● | changes in earnings estimates; |
| ● | changes in market valuations of similar companies; |
| ● | actions or announcements by our competitors; |
| ● | adverse market reaction to any increased indebtedness we may incur in the future; |
| ● | additions or departures of key personnel; |
| ● | actions by shareholders; |
| ● | announcement’s by Government, or general market confidence; and |
| ● | our ability to maintain the listing of our common shares on Nasdaq. | |
| ● | speculation in the media, online forums, or investment community; |
Volatility in the market prices of our securities may prevent investors from being able to sell their securities at or above their purchase price. As a result, you may suffer a loss on your investment.
We may not be able to maintain a listing of our common shares on Nasdaq.
Although our common shares are listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s listing standards, our common shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common shares from Nasdaq may materially impair our shareholders’ ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares. The delisting of our common shares could significantly impair our ability to raise capital and the value of your investment.
On September 19, 2022, we received a letter from the staff of the Listing Qualifications Department of the Nasdaq Stock Market LLC stating the Company is no longer in compliance with Nasdaq’s audit committee requirement as set forth in Listing Rule 5605 due to the removal of Mr. Nachum Labkowski from the Company’s audit committee on September 7, 2022. Mr. Labkowski was also removed as member of the nominating and corporate governance committee. He remains as an independent director of our board of directors.
The letter also states that Nasdaq will provide the Company a cure period in accordance with Listing Rule 5605(c)(4). Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance, such cure period to expire on the earlier of the Company’s next annual shareholders’ meeting or September 7, 2023; provided, however, that if the Company’s next annual shareholders’ meeting is held before March 6, 2023, then the Company must evidence compliance no later than March 6, 2023.
The receipt of the Notification Letter has no immediate effect on the listing of the Company’s common shares, which will continue to trade uninterrupted on Nasdaq under the ticker “LITM”. We are working with the relevant authorities to remedy this issue and is conducting a search for a new director who meets the requirements of Nasdaq and is available for appointment to the Company’s board of directors and audit committee within the cure period. The Company must also submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the listing rule within the cure period.
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We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.
We intend to the proceeds from this offering for resource development activities including, possibly, resource development activities, technical studies and reports, capital costs, corporate purposes and general corporate expenses. However, we have considerable discretion in the application of the proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds” below for more information.
You will experience immediate and substantial dilution as a result of this offering.
As of December 31, 2021, our net tangible book value was approximately US$29,941,272, or approximately US$1.69 per share. Since the effective price per share of our common shares being offered in this offering is substantially higher than the net tangible book value per share, you will suffer substantial dilution with respect to the net tangible book value of the common shares you purchase in this offering. Based on the assumed public offering price of US$3.00 per share being sold in this offering, and our net tangible book value per share as of December 31, 2021, if you purchase shares in this offering, you will suffer immediate and substantial dilution of US$0.69 per share (or US$0.66 per share if the underwriters exercise the over-allotment option in full) with respect to the net tangible book value of the common shares. See the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.
We do not expect to declare or pay dividends in the foreseeable future.
We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our common shares will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.
If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common shares could be negatively affected.
Any trading market for our common shares may be influenced in part by any research reports that securities industry analysts publish about us. We may not obtain further research coverage by securities industry analysts. If no further securities industry analysts commence coverage of us, the market price and market trading volume of our common shares could be negatively affected. In the event we are covered by more analysts, and one or more of such analysts downgrade our shares, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our common shares could be negatively affected.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in the prospectus based on foreign laws.
We are incorporated in the Province of Manitoba, Canada under The Corporations Act (Manitoba). We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, a majority of our directors and executive officers and the experts named in this prospectus reside outside the United States, and a significant amount of their assets are located outside the United States. As a result, service of process upon such persons may be difficult or impossible to effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all the assets of our directors and officers and the Canadian experts named herein, are located outside of the United States, any judgment obtained in the United States, including a judgment based upon the civil liability provisions of United States federal securities laws, against us or any of such persons may not be collectible within the United States. In Canada, provincial and territorial reciprocal enforcement of judgments legislation sets out the procedure for registering foreign judgments and this procedure varies depending on the province or territory of the enforcing court. If a foreign judgment originates from a jurisdiction not captured by the applicable provincial or territorial reciprocal enforcement of judgments or enforcement of foreign judgments legislation, the foreign judgment may be capable of enforcement at common law and the party seeking to enforce the foreign judgment must commence new proceedings in the domestic or enforcing court. For more information regarding the relevant laws of Canada, see “Enforceability of Civil Liabilities.”
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.
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We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our common shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common shares.
As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.
We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. Certain corporate governance practices in Canada, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For instance, we are not required to:
| ● | have a compensation committee and a nominating/corporate governance committee to be comprised solely of “independent directors;” or |
| ● | hold an annual meeting of shareholders no later than one year after the end of its fiscal year. |
We currently follow our home country practice that (i) does not require us to seek shareholder approval for amending our share incentive plans; (ii) does not require us to hold an annual meeting of shareholders no later than one year after the end of its fiscal year; (iii) a nominating/corporate governance committee does not need to compose entirely of independent directors; and (iv) a compensation committee does not need to compose entirely of independent directors. Consequently, we are exempt from independent director requirements of Rule 5605 (d) and (e) of Nasdaq Capital Market listing standards, except for the requirements under subsection (b)(2) thereof pertaining to executive sessions of independent directors. Accordingly, our investors may not be provided with the benefits of certain corporate governance requirements of Nasdaq.
Nova Minerals as a major shareholder owns a significant amount of our common shares. As a result, although less than a majority of our outstanding common shares, it will have the ability to significantly influence all matters submitted to our shareholders for approval.
A major shareholder, Nova, owns approximately 36.82% of our outstanding common shares. Although Nova does not own a majority of our outstanding common shares, it may have the ability to significantly influence all matters submitted to our shareholders for approval including:
| ● | election of our board of directors; |
| ● | removal of any of our directors; |
| ● | any amendments to our certificate or articles of incorporation; and |
| ● | adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. |
In addition, this concentration of ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our share price or prevent our shareholders from realizing a premium over our share price.
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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 connection with our initial public offering, we, all of our directors and officers and shareholders holding more than 97% of our outstanding common shares as of November 18, 2021 on a fully-diluted basis, have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common shares or securities convertible into or exercisable or exchangeable for our common shares for a period of (i) 180 days after November 18, 2021 in the case of our company, (ii) 12 months after November 18, 2021 in the case of our directors and officers, and (iii) 180 days after November 18, 2021 in the case of our shareholders, including our majority owner, Nova. In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our common shares may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our common shares. In connection with our initial public offering, Nova agreed to lock up its holdings of our common shares until May 17, 2022; provided, however, that Nova obtained a waiver from the underwriter in our initial public offering to sell the common shares covered under the resale prospectus. On March 21, 2022, in consideration for such waiver, the underwriter required Nova to amend the original lock up to extend the period of such lock up until March 21, 2023 with respect to its 6,600,000 common shares. As of the date of this prospectus, most of our shareholders’ lock up agreements have expired.
Future issuances of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our common shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common shares.
In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of common shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common shares.
There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our shares.
In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.
Based on the expected composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear, because we will hold a substantial amount of cash as the result of our initial public offering, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.
If we were a PFIC for any taxable year during which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Material United States and Canadian Income Tax Considerations—U.S. Federal Income Taxation Considerations—Passive Foreign Investment Company Consequences” for additional information.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus 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 “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our goals and strategies; |
| ● | expectations regarding revenue, expenses and operations; |
| ● | our having sufficient working capital and be able to secure additional funding necessary for the continued exploration of our property interests; |
| ● | expectations regarding the potential mineralization, geological merit and economic feasibility of our projects; |
| ● | expectations regarding exploration results at the Snow Lake Lithium™ Project; |
| ● | mineral exploration and exploration program cost estimates; |
| ● | expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations; |
| ● | receipt and timing of exploration permits and other third-party approvals; |
| ● | government regulation of mineral exploration and development operations; |
| ● | expectations regarding any social or local community issues that may affected planned or future exploration and development programs; and |
| ● | key personnel continuing their employment with us. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus. 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.
This prospectus also contains certain data and information, which we obtained from various government and private publications. Although we believe that the publications and reports are reliable, we have not independently verified the data. Statistical data in these publications includes projections that are based on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.
The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Although we have ongoing disclosure obligations under United States federal securities laws, we do not intend to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise.
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We estimate that we will receive approximately $27.5 million in net proceeds from the sale of common shares offered by us in this offering (or approximately $31.6 million if the underwriters exercise in full their option to purchase up to additional common shares from us), after deducting the underwriting discounts and commissions and estimated offering expenses of approximately $2.6 million payable by us. Our estimated net proceeds is based on the sale of common shares in this offering at an assumed public offering price of US$3.00 per share, a price at which our common shares traded on September 23, 2022.
Each $0.25 increase or decrease in the assumed public offering price of $3.00 per share would increase or decrease, respectively, our net proceeds by approximately $2.3 million, assuming the maximum number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriters’ fees and estimated offering expenses payable by us.
We plan to use the net proceeds of this offering for resource development activities, technical studies and reports, working capital and general corporate purposes.
The foregoing represents our current intentions to use and allocate the net proceeds of this offering based upon our present plans and business conditions. Our management, however, will have broad discretion in the way that we use the net proceeds of this offering. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Shares—We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.”
Pending our use of the net proceeds from this offering, we may invest the net proceeds in a variety of capital preservation investments, including short-term, investment grade, interest bearing instruments and U.S. government securities.
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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 will 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, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. Further, under the terms of the MCA, we are prohibited from declaring or paying a dividend if our board has reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due, or the realizable value of our assets would thereby be less than the aggregate of our liabilities and stated capital. See also “Risk Factors—Risks Related to This Offering and Ownership of Our Common Shares—We do not expect to declare or pay dividends in the foreseeable future.”
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The following table sets forth our cash and capitalization as of December 31, 2021:
| ● | on an actual basis; and |
| ● | on an as adjusted basis to reflect the sale of 10,000,000 common shares by us in this offering at an assumed public offering price of US$3.00 per share (a price at which our common shares traded on September 23, 2022), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. |
The as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the public offering price of our common shares and other terms of this offering determined at pricing. You should read this table together with our financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
| Actual | As adjusted | |||||||||||||||
| C$ | US$ | C$ | US$ | |||||||||||||
| Cash | 30,779,336 | 24,089,642 | 65,852,201 | 51,539,642 | ||||||||||||
| Total long-term obligations | - | - | - | - | ||||||||||||
| Shareholders’ equity: | ||||||||||||||||
| Share capital | 37,925,083 | 29,682,307 | 72,997,948 | 57,132,307 | ||||||||||||
| Reserves | 2,965,180 | 2,320,717 | 2,965,180 | 2,320,717 | ||||||||||||
| Deficit | (4,684,182 | ) | (3,666,105 | ) | (4,684,182 | ) | (3,666,105 | ) | ||||||||
| Total shareholder’s equity | 36,206,081 | 28,336,919 | 71,278,946 | 55,786,919 | ||||||||||||
| Total capitalization | 36,206,081 | 28,336,919 | 71,278,946 | 55,786,919 | ||||||||||||
If the underwriters exercise the over-allotment option in full, each of our as adjusted cash, share capital, total shareholders’ equity and total capitalization would be US$55,657,142, US$61,249,807, US$59,904,419, US$59,904,419, respectively.
The table above is based on 17,924,758 shares outstanding as of the date of this prospectus and excludes:
| ● | 520,000 common shares issuable upon the exercise of outstanding options under our Amended and Restated Stock Option Plan at a weighted average exercise price of C$2.50 (approximately US$2.02) per share; | |
| ● | 1,062,407 common shares issuable upon the exercise of outstanding options under our Amended and Restated Stock at a weighted average exercise price of US$7.50 per share; |
| ● | 824,325 additional common shares that are reserved for future issuance under our Amended and Restated Stock Option Plan; |
| ● | 637,106 common shares issuable upon the exercise of outstanding warrants at a weighted average exercise price of C$1.56 (approximately US$1.27) per share; |
| ● | 184,000 common shares issuable upon exercise of the warrants issued to the representative of the underwriters in our initial public offering at a weighted average exercise price of US$9.375 per share. |
A $0.25 increase or decrease in the assumed public offering price of $3.00 per share, which is the price of our common share traded on Nasdaq on September 23, 2022, would increase or decrease, as appropriate, our as adjusted cash and cash equivalents, total shareholders’ equity and total capitalization by approximately $2.3 million, assuming the number of common shares offered by us as set forth on the cover page of this prospectus remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us in this offering.
Similarly, a 1,000,000 shares increase or decrease in the number of shares offered by us, based on the assumed public offering price of $3.00 per share, would increase or decrease our as adjusted cash and cash equivalents and total shareholders’ equity by approximately $2.7 million, after deducting underwriters discounts and commissions and estimated offering expenses payable by us in this offering.
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If you invest in our common shares, your interest will be diluted to the extent of the difference between the public offering price per common share and our net tangible book value per common share after this offering. Dilution results from the fact that the assumed public offering price per common share is substantially in excess of the net tangible book value per common share attributable to the existing shareholders for our presently outstanding common shares.
Our net tangible book value was approximately US$29.9 million, or approximately US$1.69 per common share, as of December 31, 2021. Our net tangible book value represents the amount of our total consolidated tangible assets (which is calculated by subtracting deferred tax assets from our total consolidated assets), less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per share after giving effect to this offering.
After giving effect to our sale of 10,000,000 common shares in this offering at the assumed public offering price of US$ 3.00 per share, a price at which our common shares traded on September 23, 2022, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our as adjusted net tangible book value as of December 31, 2021 would have been approximately US$ 57.4 million, or approximately US$2.06 per share. This amount represents an immediate increase in as adjusted net tangible book value of US$0.37 per share to existing shareholders and an immediate dilution in as adjusted net tangible book value of US$ 0.69 per share to purchasers of our common shares in this offering, as illustrated in the following table.
| Assumed follow-on public offering price per common share | US$3.00 | |||
| Net tangible book value per common share before this offering (as of December 31, 2021) | US$1.69 | |||
| As adjusted net tangible book value per common share after this offering | US$2.06 | |||
| Increase in net tangible book value per common share to the existing shareholders | US$0.37 | |||
| Dilution in net tangible book value per common share to new investors in this offering | US$0.69 |
If the underwriters exercise their over-allotment option in full, the as adjusted net tangible book value per common share, as adjusted to give effect to this offering, would be US$ 2.09 per share, and the dilution in as adjusted net tangible book value per share to new investors purchasing common shares in this offering would be US$0.66 per share.
Each $0.25 increase or decrease in the assumed public offering price of $3.00 per share, which is the price of our common share traded on Nasdaq on September 23, 2022, would increase or decrease the as adjusted net tangible book value per common share after this offering by $ 0.08 per common share and the dilution per share to investors participating in this offering by $0.08 per common share, assuming that the maximum number of common shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us in this offering.
We may also increase or decrease the number of common shares we are offering. An increase of 1,000,000 in the number of shares offered by us would increase or decrease our as adjusted net tangible book value per common share by approximately $0.03, and the dilution per common share to investors participating in this offering by $0.03 after deducting underwriting discounts and commissions and estimated offering expenses payable by us in this offering.
The as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual public offering price of our common shares and other terms of this offering determined at pricing.
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The table above is based on 17,924,758 shares outstanding as of the date of this prospectus and excludes:
| ● | 520,000 common shares issuable upon the exercise of outstanding options under our Amended and Restated Stock Option Plan at a weighted average exercise price of C$2.50 (approximately US$2.02) per share; | |
| ● | 1,062,407 common shares issuable upon the exercise of outstanding options under our Amended and Restated Stock at a weighted average exercise price of US$7.50 per share; |
| ● | 824,325 additional common shares that are reserved for future issuance under our Amended and Restated Stock Option Plan; |
| ● | 637,106 common shares issuable upon the exercise of outstanding warrants at a weighted average exercise price of C$1.56 (approximately US$1.27) per share; |
| ● | 184,000 common shares issuable upon exercise of the warrants issued to the representative of the underwriters in our initial public offering at a weighted average exercise price of US$9.375 per share. |
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. The discussion 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, including those discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
The audited consolidated financial statements for the years ended June 30, 2021 and 2020, as well as the unaudited condensed consolidated financial statements for the periods ended December 31, 2021 and December 31, 2020, are prepared pursuant to IFRS and in accordance with the standards of the U.S. 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. generally accepted accounting principles.
The management’s discussion and analysis of the financial condition and results of operations (“MD&A”) of the Company for the year ended June 30, 2021, and its financial position as of the same date, should be read in conjunction with the Company’s audited consolidated financial statements as at June 30, 2021(“F2021”), including the notes thereto. The comparative reporting period is the year ended June 30, 2020 (“F2020”).
The management’s discussion and analysis for the six months period ended December 31, 2021, and its financial position as of the same date, should be read in conjunction with the Company’s unaudited condensed consolidated financial statements as at December 31, 2021, including the notes thereto. The comparative reporting period is the six-month period ended December 31, 2020.
All figures are in Canadian dollars, unless otherwise noted.
Cautionary Note Regarding Forward-looking Information and Statements:
This MD&A may contain forward-looking statements that are based on the Company’s expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements speak only as of the date on which they are made, and there are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Examples of some of the specific risks associated with the operations of the Company are set out below under “Risk Factors”. Actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements.
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Certain information included in this management’s discussion and analysis may constitute forward-looking information within the meaning of securities laws. In some cases, forward-looking information can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “believe”, “plan”, “scheduled”, “intend”, “estimate”, “forecast”, “predict”, “potential”, “continue”, “anticipate” or other similar expressions concerning matters that are not historical facts. Forward-looking information may relate to management’s future outlook and anticipated events or results, and may include statements or information regarding the future plans or prospects of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.
For expansion of certain risks and uncertainties that could contribute to a difference in results, please review those risks listed under the heading “Risks Factors” in this MD&A. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking statements are not guaranteeing future performance and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company takes no responsibility to update them or to revise them to reflect new events or circumstances, except as required by law.
Overview
We are an exploration stage mining company engaged in lithium exploration in the province of Manitoba, Canada. Our primary focus is currently conducting exploration for lithium at our 100% owned Snow Lake Lithium™ Project. See “Business – Our Mineral Project – Snow Lake Lithium™ Project.” Our objective is to develop a world-class lithium mine in the jurisdictionally friendly Canadian province of Manitoba and to become the first fully renewable lithium hydroxide producer in North America, strategically located to supply the U.S. “Auto Alley” and the European battery market via our nearby access to the Hudson Bay Railway and the Port of Churchill. With our commitment to the environment, corporate social responsibility and sustainability, we aim in the longer term to derive substantial revenues from the sale of lithium hydroxide to the growing electric vehicle and stationary (e.g., residential, utility and industrial) battery storage markets in the U.S. and abroad. With access to renewable energy produced in Manitoba, we expect to become the first supplier in North America of lithium mined exclusively with the benefit of power produced from fully sustainable, local sources.
Overall Performance
| I. | Principal business and corporate history |
We were incorporated under the Corporations Act (Manitoba) on May 25, 2018. The corporate and principal place of business is 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada. The Company is a Canadian natural resource exploration company engaged in the exploration and development of mineral resources through the subsidiaries:
| i. | Snow Lake Exploration Ltd. |
| ii. | Snow Lake (Crowduck) Ltd. |
In this registration statement, Snow Lake and the subsidiaries it controlled are referred to as “the Group”.
On March 7, 2019, we and Nova Minerals Ltd. entered into a share sale agreement (the “Agreement”), whereby we acquired all 100,000,000 of the issued and outstanding shares of Thompson Bros (Lithium) Pty Ltd (“Thompson Bros”), formerly Manitoba Minerals Pty Ltd. (“Manitoba Minerals”), a wholly owned subsidiary of Nova Minerals Ltd. as part of a group restructuring. Subsequently, on February 9, 2021, Thompson Bros was dissolved.
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Recent Developments
Impact of Coronavirus Pandemic
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. The virus has since spread to over 150 countries. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. On March 11, 2020, the federal government of Canada announced a $1 billion package to help Canadians through the health crisis. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in Canada.
As a result of the measures adopted by the Province of Manitoba and the federal government of Canada, certain of our mining exploration activities have been delayed occasionally. Drilling was able to begin in January 2022 and continue with very little interruption.
We have taken steps to take care of our employees, including providing the ability for employees to work remotely and implementing strategies to support appropriate social distancing techniques for those employees who are not able to work remotely. We have also taken precautions with regard to employee, facility and office hygiene as well as implementing significant travel restrictions. We are also assessing our business continuity plans for all business units in the context of the pandemic. This is a rapidly evolving situation, and we will continue to monitor and mitigate developments affecting our workforce, our suppliers, our customers, and the public at large to the extent we are able to do so. We have and will continue to carefully review all rules, regulations, and orders and responding accordingly.
The spread of the virus in many countries continues to adversely impact global economic activity and has contributed to significant volatility and negative pressure in financial markets and supply chains. The pandemic has had, and could have a significantly greater, material adverse effect on the Canadian economy as a whole, as well as the local economy where we conduct our operations. The pandemic has resulted, and may continue to result for an extended period, in significant disruption of global financial markets, which may reduce our ability to access capital in the future, which could negatively affect our liquidity.
If the current pace of the pandemic cannot be slowed and the spread of the virus is not contained, our business operations could be further delayed or interrupted. We expect that government and health authorities may announce new or extend existing restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. We may also experience limitations in employee resources. In addition, our operations could be disrupted if any of our employees were suspected of having the virus, which could require quarantine of some or all such employees or closure of our facilities for disinfection. We may also delay or reduce certain capital spending and related projects until the travel and logistical impacts of the pandemic are lifted, which will delay the completion of such projects. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.
The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this prospectus, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.
Emerging Growth Company
In November 2021, we closed an initial public offering (“IPO”) where the Company issued 3,680,000 shares at US$7.50 per shares for gross proceeds of US$27.6 million. The Company currently qualifies as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
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We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Results of Operations
Comparison of the years ended June 30, 2021 and 2020
For the year ended June 30, 2021, the Company had not yet placed any of its mineral properties into production, the Company incurred a net loss of C$552,436 (June 30, 2020 - C$182,116). As of June 30, 2021, the Company had a deficit (accumulated losses) of C$2,271,524 (June 30, 2020 - C$1,719,088) and current liabilities in excess of current assets of C$977,358 (June 30, 2020 – C$189,254). There is no certainty that additional financing at terms that are acceptable to the Company will be available, and an inability to obtain financing would have a direct impact on the Company’s ability to continue as a going concern.
The following table sets forth key components of our results of operations during the years ended June 30, 2021 and 2020.
| Years ended June 30, | 2021 | 2020 | Increase / (Decrease) | |||||||||||||||||
| C$ | US$ | C$ | C$ | US$ | ||||||||||||||||
| Expenses | ||||||||||||||||||||
| Bank fees and interest | 2,084 | 1,680 | 2,669 | (585 | ) | (472 | ) | |||||||||||||
| Consulting fees | 34,399 | 27,732 | 43,255 | (8,856 | ) | (7,140 | ) | |||||||||||||
| Director and officer consulting fees | 200,858 | 161,930 | 118,700 | 82,158 | 66,235 | |||||||||||||||
| General and administrative | 8,254 | 6,654 | 20,626 | (12,372 | ) | (9,974 | ) | |||||||||||||
| Interest expense and accretion | 140,264 | 113,080 | - | 140,264 | 113,080 | |||||||||||||||
| Amortization of transaction cost | 13,284 | 10,709 | - | 13,284 | 10,709 | |||||||||||||||
| Professional fees | 174,211 | 140,447 | 57,272 | 116,939 | 94,275 | |||||||||||||||
| Transfer agent and regulatory fees | 22,244 | 17,933 | 3,885 | 18,359 | 14,801 | |||||||||||||||
| Travel expenses | - | - | 957 | (957 | ) | (772 | ) | |||||||||||||
| (595,598 | ) | (480,166 | ) | (247,364 | ) | (348,234 | ) | (280,743 | ) | |||||||||||
| Other income (loss) | ||||||||||||||||||||
| Foreign currency gain (loss) | (254 | ) | (205 | ) | (6,001 | ) | 5,747 | 4,633 | ||||||||||||
| Gain on change in fair value of derivative liability | 32,676 | 26,343 | - | 32,676 | 26,343 | |||||||||||||||
| Recovery of accounts payable | 10,740 | 8,658 | - | 10,740 | 8,658 | |||||||||||||||
| Recovery of flow through share liability | - | - | 71,249 | (71,249 | ) | (57,440 | ) | |||||||||||||
| Income (loss) and comprehensive income (loss) for the period | (552,436 | ) | (445,369 | ) | (182,116 | ) | (370,320 | ) | (298,549 | ) | ||||||||||
Revenues. We have not generated any revenues to date and do not anticipate generating any revenues until the fourth quarter of 2024, at the earliest.
Consulting fees: Consulting fees include the fees that we pay to our third-party consultants, including professional accounting services, taxation, and other related support. Our consulting fees marginally decreased during the year ended June 30, 2021, when compared to the year ended June 30, 2020, due to the rationalization of certain services obtained during fiscal 2021.
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Director and officer consulting fees: Directors and officers fees increased by C$82,158 (USD$66,235) resulting from an increase in CFO fees of C$5,000, an increase in Chief Executive Officer (CEO) fees of approximately C$54,000 and the creation on December 2021 of the new VP Corporate Development position representing for fiscal 2021 an expense of C$23,000.
General and administrative: The reduction in general and administrative fees of C$12,372 (US$9,974) is mainly due to an increase in tax related fees for approximately C$8,000, a reduction in general office expenses by approximately $9,000, a decrease in insurances by approximately C$6,000 and a reduction in other general expenses related to Thomson Bros approximately C$4,000.
Professional fees. Professional fees include the fees that we pay to professional advisors, such as our legal counsel. Our professional fees increased by C$116,939 (USD$94,275), resulting from an increase in audit related fees for approximately C$41,000 and legal fees that increased by C$75,000. Both increases are mainly related to additional services associated with the listing of the Company.
Transfer agent and regulatory fees. Transfer agent and regulatory fees increased by C$18,359 (US$14,801) resulting from an increase in transfer agent fees of approximately C$20,000, services that we did not have during F2020, and a decrease in share registry fees of approximately C$2,000.
Foreign currency (loss) gain. For the year ended June 30, 2021, we incurred a foreign currency translation loss of C$254 (US$205), as compared to a foreign currency translation loss of C$6,001 for the comparative period.
Recovery of flow through share liability. As the Company did not have any flow-through share liability outstanding during F2021, no recovery was recorded. For the year ended June 30, 2020, the Company incurred a recovery of flow through share liability of C$71,249 (US$57,440). Flow-through share arrangements involve resource expenditure deductions for income tax purposes which are renounced to purchasers of common shares in accordance with income tax legislation. Each flow-through share entitles the holder to a 100% tax deduction in respect of qualifying Canadian exploration expenses. The value of the flow-through share liability was determined using the residual value method, after determining the fair value of the common shares and common shares purchase warrants issued in our December 2018 private placement financing. During the six months ended December 31, 2020, we satisfied all of our flow-through obligations and recognized a recovery on the statement of loss and comprehensive loss for the full amount of the flow-through share liability.
Convertible debenture
In February 2021, the Company issued convertible debt (the “Debentures”) for a total of C$865,263 (US$697,356). The Debentures were sold at a discount of approximately 5% for proceeds of C$805,000 (US$648,984), and included a conversion feature to convert the Debenture into common shares of the Company as well as granted 346,104 warrants to subscribers of the Debentures.
If convertible debt is convertible to equity at a variable conversion rate, where the quantity of shares or units into which the debt is convertible varies based on changes in variables affecting calculation of the conversion price, the value of the conversion component is first calculated and classified as a derivative liability, with the residual value allocated to the loan liability component, which is recognized as a liability and, where applicable, to warrants issued to debenture holders, which are recognized in reserves. Subsequent to initial recognition, the liability component of a convertible debenture is measured at amortized cost using the effective interest method and accreted to face value over the term of the convertible debenture.
The Company determined the fair value of the conversion feature component upon initial recognition was C$442,589 (US$356,812). The residual C$362,411 (US$292,173) value of the C$805,000 net proceeds received was allocated on a pro-rata basis between the debt component (C$271,642 – US$218,995) and the warrants component (C$90,769 – US$73,159) based on their relative fair values. The Company recognized C$101,565 (US$81,881) of accretion expense relating to accreting the debt component of the Debentures up to their principal value and C$38,699 (US$31,199) of cash interest payable.
The Company recognized C$32,676 (US$26,343) as a gain in the fair value of the conversion feature of the derivative liability, representing the change in fair value from inception to June 30, 2021.
Loss and comprehensive loss. As a result of the cumulative effect of the factors described above, we had a loss and comprehensive loss of C$552,436 (US$445,369) for the year ended June 30, 2021, as compared to C$182,116 for the year ended June 30, 2020, an increase of C$370,320 (US$298,549).
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Comparison of the six months ended December 31, 2021 and 2020
For the six months ended December 31, 2021, the Company had not yet placed any of its mineral properties into production, the Company incurred a net loss of C$2,412,658 (December 31, 2020 - $103,759). As of December 31, 2021, the Company had a deficit (accumulated losses) of C$4,684,182 (June 30, 2021 - $2,271,524) and current assets in excess of current liabilities of C$30,036,366, compared to an excess of current liabilities of C$977,358 for the year ended June 30, 2021. There is no certainty that additional financing at terms that are acceptable to the Company will be available, and an inability to obtain financing would have a direct impact on the Company’s ability to continue as a going concern.
The following schedule sets forth key components of our results of operations during the six-month periods ended Dec 31, 2021, and Dec 31, 2020.
| Six months ended December 31, | 2021 | 2020 | Change | |||||||||
| C$ | C$ | C$ | ||||||||||
| Expenses | ||||||||||||
| Bank fees and interest | 4,077 | 557 | 3,520 | |||||||||
| Consulting fees | 82,771 | 24,650 | 58,121 | |||||||||
| Director and officer consulting fees | 238,102 | 71,093 | 167,009 | |||||||||
| General and administrative | 32,118 | 6,593 | 25,525 | |||||||||
| Interest expense and accretion on convertible debenture | 126,884 | - | 126,884 | |||||||||
| Other interest and charges | 28,207 | - | 28,207 | |||||||||
| Insurances | 98,299 | - | 98,299 | |||||||||
| Amortization of transaction cost | 50,618 | - | 50,618 | |||||||||
| Professional fees | 393,811 | 5,897 | 387,914 | |||||||||
| Share-based payments | 1,713,160 | - | 1,713,160 | |||||||||
| Transfer agent and regulatory fees | 139,491 | - | 139,491 | |||||||||
| Travel expenses | 18,281 | - | 18,281 | |||||||||
| (2,925,819 | ) | (108,790 | ) | (2,817,029 | ) | |||||||
Revenues. We have not generated any revenues to date and do not anticipate generating any revenues until the fourth quarter of 2024, at the earliest.
Consulting fees: Consulting fees include the fees that we pay to our third-party consultants, including professional accounting services, taxation, and other related support. Our consulting fees increased during the six months period ended December 31, 2021, when compared to the six months ended December 31, 2020, mainly as a result of the initiation of environmental assessment activities as well as cost associated with our IPO. This account is mainly composed of sustainability and Environmental, Social, and Governance (ESG) services, where approximately C$38,000 were spent during the six months ended December 31, 2021, and approximately C$46,000 in accounting services related to the filing of the F-1 related to the Company’s IPO.
Director and officer consulting fees: Directors and officers fees increased by C$167,009 (US$130,711) resulting from an increase in compensation to senior executives.
General and administrative: The increase in general and administrative fees by C$25,525 is mainly related to investor relations website setup and monthly maintenance for the same.
Interest expenses and accretion on convertible debt. In February 2021, the Company issued the Debentures for a total of C$865,263 (the “Subscribed Amount”). The Debentures were sold at a discount of approximately 5% for proceeds of C$805,000, net of a C$15,000 cash commission. The Company incurred approximately C$35,000 in interest on the Debentures during the six months ended December 31, 2021. In addition, we incurred approximately C$92,000 in accreted expenses related to the Debentures.
Insurances. The increase in insurance expenses relates to new director and officers’ liability insurance contracted during the year.
Amortization of transaction cost. As part of the convertible debenture issued during February 2021, we accreted approximately C$51,000 of charges related to this debt financing.
Professional fees. Professional fees include the fees that we pay to professional advisors, such as our legal counsel. Our professional fees increased by C$387,914, resulting from an increase in legal fees related to Nasdaq application and other services associated with the listing of the Company.
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Share based payments. On November 18, 2021, the Company granted an aggregate of 1,269,386 incentive stock options to officers, directors, and consultants of the Company. The fair value of each option was estimated on the date of the grant using the Black-Scholes option pricing model, with the following assumptions: share price of US$7.5, expected dividend yield of 0%, expected volatility of 70%; risk-free interest rate of 1.47%; and an expected average life of 5 years. The fair value of all these options was estimated at C$6,989,950 on granting. As the options vest over a period of a year at a rate of 25% per quarter, the Company has recognized the proportionate vested portion into income.
Transfer agent and regulatory fees. Transfer agent and regulatory fees increased by C$139,491 resulting from an increase in transfer agent fees and initial listing fees in Nasdaq, services that we did not have during the comparative period.
Loss and comprehensive loss. As a result of the cumulative effect of the factors described above, we had a loss and comprehensive loss of C$2,412,658 for the period ended December 31, 2021, as compared to C$103,759 for the period ended December 31, 2020, an increase of C$2,308,899.
Other items:
Foreign currency (loss) gain. For the period ended December 31, 2021, we incurred a foreign currency translation loss of C$18,198, as compared to a foreign currency translation loss of C$5,031 for the comparative period.
Gain on change in fair value of derivative liabilities. As the convertible debentures issued on February 2021, are considered a derivative liability due to its denomination in foreign currency, the Company is required to remeasure its value at each reporting period. The Company reported a gain in the change in the fair value of this derivative of C$463,968.
Liquidity and Capital Resources
As of June 30, 2021, we had not yet placed any of our mineral properties into production and we had cash in the amount of C$318,844 (US$257,049), a deficit (accumulated losses) of C$2,271,524 (US$1,831,283) and current liabilities in excess of current assets of C$977,358 (US$787,938). These conditions indicate a material uncertainty that may cast significant doubt on our ability to continue as a going concern. Therefore, the report of our auditors on our audited consolidated financial statements for the fiscal year ended June 30, 2021 contains a going concern qualification. Our audited consolidated financial statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities 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. Such adjustments could be material.
As of December 31, 2021, we had not yet placed any of our mineral properties into production and we had cash in the amount of C$30,779,336 (June 30, 2021 - C$318,844), a deficit (accumulated losses) of C$4,684,182 (June 30, 2021 - C$2,271,524) and a working capital of C$30,036,366 (June 30, 2021 – deficiency of C$977,358). We have depended on loans, both from related and unrelated parties, and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.
During the six months ended December 31, 2021, the Company generated C$32,174,831, net of issuing costs, by issuing 4,590,899 common shares, with an average gross proceeds per share of $7.86. The breakdown is composed by the issuance of 3,680,000 shares issued on our IPO, 751,163 shares issued on conversion of convertible debt and 159,736 shares related to the conversion of warrants.
We have depended on loans, both from related and unrelated parties, and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.
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Anticipated Cash Requirements
We are planning to begin a two-phase exploration program that will include resource definition drilling of the TB-1 pegmatite as well as exploration drilling of the SG pegmatite cluster target.
As part of our planned phase 1 program, we intend to complete a stripping, mapping and sampling program on the SG pegmatite cluster in preparation for a phase 2 drilling program. Our preliminary cost estimate to complete phase 1 is C$250,000 (approximately US$201,548).
We are also planning a phase 2, 10,400 m drilling program to expand the dimensions of the TB-1 pegmatite and define the deposit in more detail. We will also begin developing an initial permitting plan and conduct additional metallurgical test work. We will complete a preliminary economic assessment report for the project. Will also plan to prospect the Snow Lake Lithium™ property in phase 2. Our current cost estimate to complete phase 2 is C$3,000,000 (approximately US$2,418,575).
We note that the cost estimates for our two-phase planned exploration program are only estimates and, as such, they are subject to change as we move forward to carry out the budgeted exploration activities.
Please see “Business—Our Mineral Project–Snow Lake Lithium™ Project—Exploration Plan for Snow Lake Lithium™ Property” for more details regarding these phases.
At June 30, 2021, we estimate our minimum operating expenses and working capital requirements for the next 12-month period to be as follows:
| Expense | Estimated Amount | |||||||
| C$ | US$ | |||||||
| Exploration | 3,000,000 | 2,418,575 | ||||||
| Consulting fees | 2,500,000 | 2,015,479 | ||||||
| Professional fees | 750,000 | 604,644 | ||||||
| Travel expenses | 200,000 | 161,238 | ||||||
| General and administrative expenses | 350,000 | 282,167 | ||||||
| Transfer agent and regulatory fees | 4,800 | 3,870 | ||||||
| Bank fees and interest | 2,000 | 1,612 | ||||||
| Total Operating Expenses | 6,806,800 | 5,487,585 | ||||||
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If we do not raise any additional funds, we will not have enough working capital to follow our projected costs for the next 12-month period. Under such circumstances, we anticipate that exploration expenses would be reduced significantly, as we would only pay the minimum costs to keep our properties in good standing, and generally reduce our overhead costs. Specifically, under such circumstances we would reduce our consulting fees, professional fees, travel expenses and general and administrative expenses.
We plan to raise our required funds primarily through future sales of our equity securities. Under such circumstances, there is no assurance that we will be able to obtain further funds required for our continued working capital requirements. Any issuance of our equity securities in the near future may result in substantial dilution to our existing shareholders.
Outlook
We are planning to begin a two-phase exploration program that will include resource definition drilling of the TB-1 pegmatite as well as exploration drilling of the SG pegmatite cluster target and additional outside targets as identified through prospecting and our ongoing geophysics drone survey.
As part of our planned phase 1 program, we intend to complete a stripping, mapping and sampling program on the SG pegmatite cluster in preparation for a phase 2 drilling program. Our preliminary cost estimate to complete phase 1 is C$250,000 (approximately US$201,548).
We are also planning a phase 2, 10,400 m drilling program to expand the dimensions of the TB-1 pegmatite and define the deposit in more detail. We will also begin developing an initial permitting plan and conduct additional metallurgical test work. The Company also plans to prospect the Snow Lake Lithium™ property in phase 2. Our current cost estimate to complete phase 2 is C$3,000,000 (approximately US$2,418,575).
We note that the cost estimates for our two-phase planned exploration program are only estimates and, as such, they are subject to change as we move forward to carry out the budgeted exploration activities.
We will conduct the following drilling programs and studies:
| ● | We will be conducting a winter ice road drilling program that will include three drills on the property and it is our intention to continue with at least two drills into the spring/summer season using helicopter support. |
| ● | We have initiated the environmental base line studies with SLR who will be conducting the comprehensive process that is required ultimately for achieving permitting on the project. |
| ● | We have initiated the metallurgy studies with SGS Lakefield in Ontario. |
| ● | We are conducting an ongoing geophysical drone survey to identify additional anomalies across the property. We have to date only prospected approximately 1% of the entire footprint. |
| ● | We are working closely with federal, provincial and municipal authorities to progress the various stages of the projects through the system. |
Summary of Cash Flow
Comparison of Years Ended June 30, 2021 and 2020
The following table provides detailed information about our net cash flow for all financial statement periods presented in this prospectus.
| Years Ended June 30, | ||||||||||||
| 2021 | 2020 | |||||||||||
| C$ | US$ | C$ | ||||||||||
| Net cash used in operating activities | (363,476 | ) | (293,031 | ) | (257,981 | ) | ||||||
| Net cash used in investing activities | (270,652 | ) | (218,197 | ) | (196,928 | ) | ||||||
| Net cash provided by (used in) financing activities | 809,883 | 652,920 | (1,001 | ) | ||||||||
| Net increase (decrease) in cash | 175,755 | 141,692 | (455,910 | ) | ||||||||
| Cash, beginning of year | 143,089 | 115,357 | 598,999 | |||||||||
| Cash, end of year | 318,844 | 257,049 | 143,089 | |||||||||
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Our net cash used in operating activities was C$363,476 (US$293,031) for the year ended June 30, 2021, as compared C$257,981 for the year ended June 30, 2020.
For the year ended June 30, 2021, our net loss of C$552,436 (US$445,369), and an increase in accounts payable of C$84,360 (US$68,010), an increase in accounts payable to related parties of C$61,694 (US$49,737) offset by increases in prepaids and deposits of C$67,179 (US$54,159), were the primary drivers of the net cash used in operating activities. Other non-cash items also affecting operating activities included interest expense and accretion and amortization of transaction costs related to the Debentures of C$153,548 (US$123,789) and a gain on change in the fair value of derivative liabilities of C$32,676 (US$26,343).
Our net cash used in investing activities was C$270,652 (US$218,197) for the year ended June 30, 2021, as compared to C$196,928 for the year ended June 30, 2020. Our net cash used in investing activities for the year ended June 30, 2021 and 2020 consisted entirely of payments for the exploration and evaluation of assets.
Our net cash provided by financing activities was C$809,883 (US$652,920) for the year ended June 30, 2021, as compared to C$1,001 net cash used in financing activities for the year ended June 30, 2020. Our net cash used in financing activities for the year ended June 30, 2020, consisted of payments for a loan from Nova Minerals Ltd. of C$1,114, offset by proceeds from the exercise of warrants of C$113, while our net cash provided by financing activities for the year ended June 30, 2021 consisted of proceeds from the issuance of Debentures for $805,000 (US$648,984) and proceeds from the exercise of options of C$4,883 (US$3,937).
Please see “Description of Share Capital—History of Securities Issuances” for a description of our recent private placements of securities.
Comparison of Six Months Ended December 31, 2021 and 2020
| Six months ended December 31, | 2021 | 2020 | ||||||
| C$ | C$ | |||||||
| Net cash used in operating activities | (2,230,581 | ) | (76,531 | ) | ||||
| Net cash provided by financing activities | 33,015,215 | 32,700 | ||||||
| Net cash used in investing activities | (324,142 | ) | (46,965 | ) | ||||
| Net increase (decrease) in cash | 30,460,492 | (90,796 | ) | |||||
| Cash, beginning of the period | 318,844 | 143,089 | ||||||
| Cash, end of the period | 30,779,336 | 52,293 | ||||||
Our net cash used in operating activities was C$2,230,581 for the period ended December 31, 2021, as compared C$76,531 for the period ended December 31, 2020.
Non-cash items affecting (reducing) the loss for the period includes share-based payments for C$1,713,160, a gain in the change in fair value of derivative liabilities of C$463,968 and the change in non-cash working capital items for C$1,244,617.
Our net cash used in investing activities was C$324,142 for the period ended December 31, 2021, as compared to C$46,965 for the period ended December 31, 2021. Our net cash used in investing activities for the six months ended December 31, 2021 as well as for year ended June 30, 2021 consisted entirely of payments for the exploration and evaluation of assets.
Our net cash provided by financing activities was C$33,015,215 for the period ended December 31, 2021, as compared to C$32,700 for the period ended December 31, 2020.
The Company raised C$34,988,520 (before issue cost) in its IPO and C$854,656 through the conversion of the Debentures, as during November 2021 all debtholders exercised their conversion rights at a price of C$1.25 per common share. Also C$239,720 was raised through the exercise of warrants. Total share issue cost incurred for the period was C$3,932,926.
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Related Party Transactions
The following schedule describes the amounts payable to related parties as of December 31, 2021, and for the year ended June 30, 2021 and 2020:
| Period Ended | ||||||||||||
| December 30, | June 30, | June 30, | ||||||||||
| 2021 | 2021 | 2020 | ||||||||||
| Payable to Nova Minerals | C$ | 233,299 | C$ | 236,402 | C$ | 205,648 | ||||||
| Payable to officers & directors | 16,271 | 43,240 | 12,300 | |||||||||
| C$ | 249,570 | C$ | 279,642 | C$ | 217,948 | |||||||
On March 8, 2019, we entered into a deed of assignment of debt with Nova Minerals Ltd. and Thompson Bros to facilitate the reassignment of the related party loan from Nova Minerals Ltd. to our company. Thereby, we are now a party to an amount owing from Thompson Bros of C$1,519,013 (approximately US$1,115,773) as of June 30, 2020. In consideration for the assignment, we issued one of our common shares to Nova Minerals Ltd. The related party loan is non-interest bearing and with no fixed repayment date or terms.
As of June 30, 2021 and 2020, we had C$236,402 (approximately US$190,585) and C$205,648, respectively, due to our major shareholder, Nova Minerals Ltd. This money was lent to us by Nova Minerals Ltd. to fund our startup as well as ongoing accounting, legal and general corporate costs. As of December 31, 2021 the balance outstanding was C$233,299.
During the six months ended December 31, 2021 and 2020, the Company incurred C$300,665 and C$71,093, respectively in directors & officers consulting fees.
Debenture Sales
In February 2021, the Company issued the Debentures for a total of C$865,263 (US$697,568) (the “Subscribed Amount”). The Debentures were sold at a discount of approximately 5% for proceeds of C$805,000 (US$648,984), net of a C$15,000 (US$12,093) cash commission.
Under the terms of the Agreement, the Subscribed Amount plus interest accrued, at a rate which should be the higher of (i) 12% per annum or (ii) Wall Street Prime Rate (currently approximately 3.3%) + 7%, is convertible, at the option of the Debenture holder, into common shares of the Company at a price that is the lesser of (i) C$1.25 per share or (ii) a 20% discount to the price of a Liquidity Transaction (defined below). The conversion feature expires (the “Expiry Date”) on the earlier of twenty-four months from execution, or the closing of a registered public offering (the “Liquidity Transaction”).
In the event of a default, interest accrues at the lesser of (i) 24% per annum or (ii) the maximum legally authorized rate. The Company has the right to repay the note prior to maturity at 110% of the then outstanding principal and interest. The Company must provide 30 days’ notice and the Lender shall have the right to convert prior to the 30-day notice expiration.
The remaining undiscounted principal balance outstanding of the Debentures as at June 30, 2021 was C$865,263 (US$697,568).
During November 2021 all Debentures holders exercised their conversion rights at a price of C$1.25 per common share.
Contractual Obligations commitments and contingencies
As of June 30, 2021 and 2020 we had C$236,402 (approximately US$190,585) and C$205,648, respectively, due to our major shareholder, Nova Minerals. This money was lent to us by Nova Minerals to fund our startup as well as ongoing accounting, legal and general corporate costs. This loan is non-interest bearing and with no fixed repayment date or terms.
The Company’s only undiscounted liabilities are accounts payable and accrued liabilities and amounts due to related parties, which are due within one year and as at June 30, 2021 totaled $541,767 (US$436,768) (June 30, 2020 – $343,734).
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On December 2, 2020, the Company entered into a consulting agreement with its CEO, cancellable on three-months’ notice. As part of his remuneration package, the Company’s CEO is entitled to the following compensation:
| ● | US$15,000 signing fee; |
| ● | US$10,000 retainer per month; and |
| ● | 240,000 Restricted Shares Units, to be awarded upon the achievement of the following targets: |
| o | 50,000 Restricted Share Units (“performance Shares”) to be awarded on completion of a preliminary economic assessment of Snow Lake Lithium™ property; |
| o | 70,000 Restricted Share Units to be awarded upon increasing the Snow Lake Lithium™ resource to above 12Mt lithium at or above 1% Li20 and at or above a cutoff grade of 0.4% Li20; |
| o | 120,000 Restricted Share Units to be awarded upon successful IPO. |
In January 2022, as part of the CEO’s compensation package, the Company issued the following restricted stock units (RSU) to its CEO:
| ● | 70,000 Restricted Share Units awarded for increasing the Snow Lake Lithium™ resource to above 12Mt lithium at or above 1% Li20 and at or above a cutoff grade of 0.43% Li20; |
| ● | 120,000 Restricted Share Units awarded for successful completion of IPO; and |
| ● | 50,000 RSU units related to the completion of a preliminary economic assessment of Snow Lake Lithium™ property. |
Except as indicated above, at June 30, 2021, and December 31, 2021, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates as well as, to a lesser extent, inflation.
Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. Our cash and short-term investments include cash in readily available checking accounts and guaranteed investment certificates. These securities are not dependent on interest rate fluctuations that may cause the principal amount of these assets to fluctuate.
Foreign Currency Exchange Risk
The majority of our cash flows, financial assets and liabilities are denominated in Canadian dollars, which is our functional and reporting currency. We are exposed to financial risk related to the fluctuation of foreign exchange rates and the degree of volatility of those rates. Currency risk is limited to the proportion of our business transactions denominated in currencies other than the Canadian dollar, primarily for capital expenditures, debt and various operating expenses such as salaries and professional fees. We also purchase property, plant and equipment in Canadian dollars. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.
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As of December 31, 2021, a 10.0% appreciation of the U.S. dollar against the Canadian dollar, from the exchange rate of C$1.2777 per US$1.00 as of December 31, 2021 to a rate of C$1.40547 per US$1.00, will result in an increase of approximately C$2,276,861 in our cash equivalent position. in our net proceeds from this offering. Conversely, a 10.0% depreciation of the U.S. dollar against the Canadian dollar, from the exchange rate of C$1.2777 per US$1.00 as of December 31, 2021 to a rate of C$1.14993 for $1.00, will result in a decrease of C$2,276,861 in our cash equivalent position.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.
Critical Accounting Policies
The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with IFRS requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:
(a) Foreign currency translation
The 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 statements of loss and comprehensive loss for the period in which they arise.
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(b) Current and non-current classification
Assets and liabilities are presented in the statement 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 consolidated entity’s 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 consolidated entity’s 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.
Deferred tax assets and liabilities are always classified as non-current.
(c) Cash
Cash consist of cash on hand, and deposits held with banks.
(d) Exploration and evaluation assets
Title to exploration and evaluation 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 title to all its properties are in good standing.
The Company accounts for exploration and evaluation assets in accordance with IFRS 6 – Exploration for and evaluation of mineral properties (“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 the 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 exploration and evaluation activities, including general administrative overhead costs, are expensed in the year 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, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of the estimated recoverable amount, are written off to the statement of loss and comprehensive loss.
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The Company assesses exploration and evaluation 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 and value in use.
Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered a mine under development. Exploration and evaluation 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.
(e) Provisions
Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
(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 fair value less costs of disposal and value in use. In assessing value in use, 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 it carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the statement 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 statement 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 amortization 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 fair value less costs of disposal and value-in-use. The value-in-use 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 cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
(h) Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortized cost and are not discounted. The amounts are unsecured.
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(i) Convertible debt
If convertible debt can be converted to equity at a fixed conversion rate at the option of the holder, the liability component of convertible debentures is recognized initially at the fair value of a similar liability that does not have an equity conversion option. The conversion component is initially valued at fair value based on generally accepted valuation techniques, with the residual value of the convertible debt allocated to loan liability and warrant components. Subsequent to initial recognition, the liability component of a convertible debenture is measured at amortized cost using the effective interest method and accreted to face value over the term of the convertible debenture.
If convertible debt is convertible to equity at a variable conversion rate, where the quantity of shares or units into which the debt is convertible varies based on changes in variables affecting calculation of the conversion price, the value of the conversion component is first calculated and classified as a derivative liability, with the residual value allocated to the loan liability component, which is recognized as a liability and, where applicable, to warrants issued to debenture holders, which are recognized in reserves. Subsequent to initial recognition, the liability component of a convertible debenture is measured at amortized cost using the effective interest method and accreted to face value over the terms of the convertible debenture. The conversion component of the convertible debentures is remeasured to fair value at the end of each reporting period using the Black Scholes valuation model, with gains or losses on remeasurement recognized in income and loss.
Any difference between the proceeds (net of transaction costs) and the redemption value is recognized as an adjustment to accretion expense over the period of the borrowings using the effective interest method.
Convertible debt is classified as current liability unless the Company has an unconditional right to defer settlement of the liability, or a portion of the liability, for at least 12 months after the reporting date.
(j) Share capital
Common shares are classified as share capital. Costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.
(k) Warrants
Share purchase warrants are classified as a component of equity. Share purchase 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. Share purchase warrants issued for broker/financing compensation, are recognized at the fair value using the Black-Scholes option pricing model at the date of issue. Share purchase warrants are initially recorded as a part of warrant reserves in equity at the recognized fair value. Upon exercise of the share purchase warrants the previously recognized fair value of the warrants exercised is reallocated to share capital from warrant reserves. The proceeds generated from the payment of the exercise price are also allocated to share capital.
(l) 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 the related exploration expenditures are incurred, the Company derecognizes the premium liability and recognizes the related recovery.
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(m) Income taxes
Income tax reported in the statement of loss and comprehensive loss for the period presented comprises current and deferred income tax. Income tax is recognized in the statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current income tax for each taxable entity in the Company is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the reporting date, and includes any adjustments to tax payable or recoverable with regards to previous periods.
Deferred income tax is determined using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred income tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using the expected future tax rates enacted or substantively enacted at the reporting date.
A deferred income tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Deferred income tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.
(n) Financial instruments
The following are the Company’s accounting policies under IFRS 9:
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortized cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognized when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it’s carrying value is written off.
Impairment of financial assets
The consolidated entity recognizes a loss allowance for expected credit losses on financial assets which are either measured at amortized cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognized is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
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Financial assets at amortized cost
Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. Gains and losses on derecognition of financial assets classified amortized cost are recognized in profit or loss.
Financial liabilities
Where the fair value option is taken for financial liabilities, the part of a fair value change relating to the Company’s own credit risk is recorded in other comprehensive income rather than in profit or loss, unless this creates an accounting mismatch. Financial liabilities are recognized initially at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method.
(o) Loss per share
Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. The diluted loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding on a diluted basis. The weighted average number of shares outstanding on a diluted basis takes into account the additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting period.
(p) Comprehensive loss
Other comprehensive loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Comprehensive loss comprises net loss and other comprehensive loss. Foreign currency translation differences arising on translation of foreign subsidiaries in functional currencies other than the reporting currency would also be included in other comprehensive loss.
(q) Changes in accounting policies
Leases
In January 2016, the IASB published a new accounting standard, IFRS 16 - Leases (“IFRS 16”) which supersedes IAS 17 - Leases. IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value.
The Company adopted IFRS 16 effective July 1, 2019. As the Company does not have any material lease agreements, the adoption of this standard did not materially impact the financial statements.
(r) Accounting standards issued but not yet effective
There are no accounting standards issued but not yet effective that are expected to have a material impact on the financial statements.
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CORPORATE HISTORY AND STRUCTURE
Our Corporate History
We were incorporated in the Province of Manitoba, Canada under the Corporations Act (Manitoba) on May 25, 2018. We have two wholly owned subsidiaries, Snow Lake Exploration and Snow Lake Crowduck.
Snow Lake Exploration was incorporated by us on May 25, 2018 in Manitoba, Canada. Snow Lake Exploration is an operating company formed to conduct the exploration and development of mineral resources.
Snow Lake Crowduck was incorporated by us on May 25, 2018 in Manitoba, Canada. Snow Lake Crowduck is an asset holding company that holds all of the ownership interests in 122 mineral claims on the Snow Lake Lithium™ property.
Thompson Bros was incorporated by our major shareholder, Nova, on May 11, 2016 under the name Manitoba Minerals Pty Ltd., or MMPL, in Melbourne, Australia. On March 8, 2019, we acquired all of the outstanding common shares of Thompson Bros from Nova by agreeing to exchange with Nova 47,999,900 of our common shares for all of the issued common shares of Thompson Bros. On July 14, 2019, we changed the name of MMPL to Thompson Bros. The claims held by Thompson Bros have been transferred to Snow Lake Crowduck. Thompson Bros has been deregistered in Australia and Manitoba.
Recent Development
Collaboration with LG Energy Solution to Establish Lithium Supply Chain in North America
We signed a non-binding Memorandum of Understanding (MOU) with LG Energy Solution (LGES: KRX 373220) on September 22, 2022 as a next step towards building the domestic supply chain for the North American electric vehicle market.
We and LGES will collaborate to explore the opportunity to create one of Canada's first lithium hydroxide processing plants in CentrePort, Winnipeg, Manitoba. Under the terms of the MOU, we will supply LGES with lithium over a 10-year period once production starts in 2025. The MOU and contemplated partnership will be subject to a number of conditions, including the completion of due diligence from both parties.
A scoping study, in partnership with Primero, is already underway to identify the technologies, innovations and skills required to deliver a world-class lithium hydroxide plant within the Manitoba Province.
Departure of Directors or Certain Officers and Appointment of Directors or Certain Officers
On July 11, 2022, we announced that Mr. Mario Miranda resigned as the Chief Financial Officer of the Company, effective as of June 30, 2022. Mr. Miranda’s decision to resign was not the result of any dispute or disagreements with the Company on any matter relating to the Company’s operation, policies (including accounting or financial policies) or practices. On the same date, the board of directors (the “Board”) of the Company appointed Mr. Keith Li as the Chief Financial Officer of the Company. See “Management” for Mr. Li’s biography.
On June 3, 2022, we announced that Mr. Louie Simens resigned as the Chairman of the Board of the Company, effective as of May 29, 2022. On the same date, the Board of the Company appointed Mr. Philip Gross as the Chairman of the Board of the Company.
On September 7, 2022, our independent director Nachum Labkowski, was removed as the Chair and member of the audit committee as well as member of the nominating and corporate governance committee. He remains as an independent director of our Board.
Shareholder Meeting Requisition Notice
As previously disclosed, we were provided with a shareholder meeting requisition notice (the “Requisition”) dated June 8, 2022 from a number of registered shareholders holding, collectively as a group, approximately 5.4% of the issued and outstanding shares in the Company (the “Concerned Shareholders”). The Concerned Shareholders include individuals and entities associated with Avrohom Mordechai (Avi) Kimelman, of St Kilda East, Victoria, Australia, a former director of the Company and former CEO and Director of Quantum Resources, which later changed its name to Nova Minerals Limited (NVA on the ASX). The Requisition requested that the directors of the Company call a meeting of the shareholders of the Company for the purpose of (a) removing all of the directors of the Company; (b) fixing the number of directors at six for the ensuing year; and (c) electing six nominee directors of the Kimelman Group.
The Requisition was reviewed by our professional advisors and we announced on June 29, 2022 that our Board has called a special meeting of shareholders to be held in conjunction with its annual meeting of shareholders on December 15, 2022 to consider the matters, among other business, raised by the Requisition. Shareholders will receive formal notice of the meeting and an information circular in sufficient time to consider all matters.
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We filed an application on July 20, 2022 with the court for a declaration that the notice of meeting by the Concerned Shareholders was null and void.
We appeared in the Court of Queen’s Bench (Manitoba) on July 28, 2022 to have the special meeting of shareholders purportedly called by the Concerned Shareholders for August 10, 2022 declared null and void. The Company’s application was successful in all respects. Pursuant to a Court order issued on August 5, 2022, the special meeting as called by the Concerned Shareholders was invalid, as was any business conducted at such meeting should one be convened. Additionally, the Court ordered that the special meeting of the shareholders of the Company called by the Board for December 15, 2022 was validly called in accordance with the relevant provisions of The Corporations Act (Manitoba), being the law applying to the Company’s corporate conduct and governance. Accordingly, any materials received from the Concerned Shareholders in connection with the August 10th invalidly called meeting was to be disregarded.
The decision of the Court is consistent with the position that we have taken since the dissident group led by the Concerned Shareholders announced its intention to hold its own shareholders’ meeting in the face of the Company’s decision to call an annual general meeting and special meeting of the shareholders for December 15, 2022. Shareholders will receive a formal notice of that meeting in due course together with an information circular stating with specificity the business to be conducted thereat.
Memorandum of Understanding (MOU) with Epiroc Canada Inc. (Epiroc)
On June 21, 2022, we signed a MOU with Epiroc for Epiroc to assist with the technical and commercial design of the world’s first fully electric lithium mine at our Snow Lake LithiumTM project in Manitoba, Canada.
As part of its collaboration with the Company, Epiroc will contribute to the review of site planning and design for our planned fully electric lithium mine and will give technical and engineering advice for the project’s overall development. Epiroc has a long history of offering innovative and safe equipment, as well as automation, digitalization, and electrification solutions to the industry. Epiroc has exhibited a remarkable aptitude in project coordination and vertical integration, as seen by its recent achievement in the Borden Mine project in Chapleau, Canada, which is the first all-electric gold mine in the world.
Collaborations with University of Manitoba
We announced on June 7, 2022 that we and the University of Manitoba undertook a research project to explore critical mineral inventory of the Snow Lake LithiumTM site. Results from the two-year project are expected to help shape the development of Canada’s future minerals and metals strategy to meet the growing demand for lithium. Our collaboration with the University of Manitoba will strengthen the understanding of the lithium deposits in Snow Lake LithiumTM site and to support the development of a framework to help shape Canada’s future minerals and metals strategy.
Received $158,000 Grant from Manitoba Chamber of Commerce
On April 12, 2022, we received a grant from the Manitoba Mineral Development Fund for the amount of CAD $157,500 to help fund the ongoing winter drilling campaign.
The previous grant from the Manitoba Mineral Development Fund of CAD $62,000 was utilized in the ongoing geophysics drone campaign that is proving extremely beneficial in identifying additional pegmatites across the 86 square mile property. The current drilling campaign has included three drills operating around the clock across the original resource at Thompson Brothers as well as the outside targets at Grass Rivers, BYP and Sherritt Gordon. The strategy is to expand the existing resource while identifying additional resources that will serve as a starter pit for commercial mining.
The new grant will assist with costs relating to the next phase of the drilling campaign as we transition from ice roads to helicopter drilling over the spring and summer months. With the current resource standing at 11.1 million metric tonnes indicated and inferred resource at 1% Li2O and a ten-year mine life, the ambition is now to multiply the resource and extend the mine life by decades. We have been assisted in these efforts by Quesnel Bros. Diamond Drilling Ltd. of Denare Beach, Saskatchewan; Forage BRL Drilling of Temagami, Ontario; and Heli Source Ltd., based in Snow Lake, Manitoba.
Resale of Nova’s 3,000,000 common shares
On April 7, 2022, we entered into an underwriting agreement with Nova, as the selling shareholder, and ThinkEquity LLC, as the representative for the underwriters listed on Schedule 1 thereto.
Pursuant to the Underwriting Agreement, Nova agreed to sell, and the underwriters agreed, severally and not jointly, to purchase 3,000,000 common shares of our Company, at a public offering price of $6.00 per share, before underwriting discounts.
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We did not receive any proceeds from the sale of 3,000,000 common shares by Nova. The offering was closed on April 12, 2022. Nova received gross proceeds from the offering of $18,000,000, before deducting underwriting discounts and other estimated expenses.
The offering was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-264098) initially filed with the Securities and Exchange Commission on March 22, 2022 and declared effective on April 7, 2022.
Pursuant to the Underwriting Agreement, Nova sold the shares to the underwriters at the at the offering price less an underwriting discount of $0.45 per share. Nova also reimbursed the representative for certain expenses incurred in connection with the offering.
Our Claims History
On April 21, 2016, an agreement between Strider Resources Ltd, or Strider Resources, and Ashburton Ventures Inc., or Ashburton Ventures (now known as Progressive Planet Solutions Inc., or PPSL), was entered into pursuant to which Ashburton Ventures acquired the right to earn up to a 100% interest in the Snow Lake Lithium™ property then owned by Strider Resources and consisting, at that time, of the 20 claims, subject to a 2% net smelter royalty payable to Strider Resources, by meeting certain cash and share requirements to Strider Resources and certain expenditure requirements on the Snow Lake Lithium™ property exploration project.
On September 26, 2016, Ashburton Ventures entered into an agreement with MMPL (now known as Thompson Bros) pursuant to which MMPL acquired the right to earn up to a 95% interest in the Snow Lake Lithium™ property, subject to the 2% net smelter royalty payable to Strider Resources, by funding the option requirements of Ashburton Ventures in its agreement with Strider Resources of April 21, 2016. This agreement was amended on April 12, 2017, to reduce the maximum MMPL could earn to an 80% interest in the Snow Lake Lithium™ property.
In the fall of 2016, to meet the expenditure requirements of the previously mentioned agreements, a modest program of prospecting and soil sampling was completed on the Snow Lake Lithium™ property, followed by a five hole (1,007 m) drill program on the Snow Lake Lithium™ property.
In March to April of 2018, Snow Lake Crowduck staked the 18 claims.
On November 14, 2018, PPSL entered into a separate agreement with us pursuant to which we agreed to purchase the remaining 20% interest in the Snow Lake Lithium™ property from PPSL, subject to the 2% net smelter royalty payable to Strider Resources, in exchange for 2,400,000 (post consolidation) of our common shares. 300,000 (post consolidation) of these shares were issued to Strider Resources.
On November 15, 2018, an agreement among Strider Resources, PPSL and us was entered into to enable us to purchase of 100% of the Snow Lake Lithium™ property from Strider Resources.
On March 8, 2019, as amended on April 1, 2019, we entered into an agreement with Nova and MMPL to purchase MMPL from Nova in exchange for 9,599,980 of our common shares.
On April 12, 2019 we fulfilled our contractual obligations with Strider Resources and exercised our option to acquire the 100% ownership interest in the Snow Lake Lithium™ Property, subject to the 2% net smelter royalty payable to Strider Resources, 80% of which was in the name of MMPL at that time. In consideration of this acquisition, we issued 2,100,000 (post consolidation) of our common shares to PPSL and 300,000 (post consolidation) shares Strider Resources.
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On February 11, 2020 we purchased from Thompson Bros (formerly MMPL) the 80% interest in the Snow Lake Lithium™ property held by Thompson Bros. After this transaction, we owned 100% of the Snow Lake Lithium ™ property interest.
On February 25, 2020 we transferred our 100% interest in the Snow Lake Lithium™ property to our wholly owned subsidiary, Snow Lake (Crowduck) Ltd. This interest remains subject to a 2% net smelter royalty payable to Strider Resources.
On May 22, 2020, we changed the recordation of the Snow Lake Lithium™ property claims so that the entire Snow Lake Lithium™ property made up of 38 claims covering 5596 hectares of land became registered in the name of Snow Lake (Crowduck) Ltd. Claim credits that we were entitled to were used to extend the expiry of all of the Snow Lake Lithium™ property claims to 2023 and beyond.
From May 21, 2021 through June 9, 2021 an additional 22 claims covering 3,187 hectares of land were staked by Snow Lake (Crowduck) Ltd., bringing the total claim package to 60 claims covering 8,783 hectares. From December 2021 through January 2022 an additional 13,603.30 hectares of land were staked by Snow Lake (Crowduck) Ltd. The status of these claims is pending with the Manitoba Department of Agriculture and Resource Development and until the claims are deemed to be active by the Manitoba Department of Agriculture and Resource Development they could be cancelled, rejected or otherwise not become the property of Snow lake (Crowduck) Ltd. If all the new claims which were staked are successfully included in our claim package, the entire land package would total 122 claims covering 22,386.30 hectares.
From January 26, 2022 through February 7, 2022, four mineral leases were requested from among land already covered by Snow Lake (Crowduck) Ltd.’s existing mineral claim package and covering 1,335ha of land. These leases are presently in pending status.
To date, we have invested a limited amount of capital in the Snow Lake Lithium™ Project and historical drilling on the Snow Lake Lithium™ property has been limited as well. To prove our lithium resource on the Snow Lake Lithium™ property, we will need to engage in a drilling program that will require additional capital expenditure. We believe that the funds raised in our initial public offering provided us with the funds needed to complete our planned exploration drilling program, to generate the required data to prove our resources.
Our Corporate Structure
The chart below presents our corporate structure:
Thompson Bros (Lithium) Pty Ltd. has been deregistered in Australia and Manitoba.
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Information included in this prospectus relating to our industry consists of estimates based on reports compiled by professional third-party organizations and analysts, data from external sources, our knowledge of the industry in which we operate, and our own calculations based on such information. While we have compiled, extracted, and reproduced industry data from external sources, including third-party, industry, or general publications, we have not independently verified the data. Similarly, while we believe our management estimates to be reasonable, they have not been verified by any independent sources. Forecasts and other forward-looking information with respect to industry and ranking are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.
Market Overview
Mining accounts for a significant portion of Canada’s economy. Natural Resources Canada2 pegged domestic mineral production at C$47 billion (approximately US$37.89 billion) in 2018. Canada’s mining and exploration companies are also important players in the international mining industry. Manitoba hosts the historic Tanco mine, which sits atop the world-class Tanco lithium-cesium-tantalum deposit and is located at Bernic Lake. The Tanco pegmatite was first discovered in the 1920s and ultimately developed into a large deposit of spodumene, one of the primary minerals mined for its lithium content. While the Tanco mine first opened in 1969 as a tantalum operation, it was not until the 1980s that it began mining spodumene as a pyroceramic. In fact, one of the major uses of the Tanco spodumene was as an ingredient in Corningware cookware3.
Historically, the Tanco mine’s production focused on spodumene for industrial use with minimal focus on lithium production. With the advent and growth of lithium battery-powered cars, interest has developed in the Tanco mine region in the search for, and exploration of, lithium-rich spodumene deposits.
Lithium-bearing pegmatites occur across the Province of Manitoba including in areas such as Snow Lake, Red Sucker Lake, Gods Lake and Cross Lake, all hosting known pegmatite lithium deposits. The emergence of the Electronic vehicle, or EV, market has spurred investment and mining interest in Manitoba for lithium exploration activity with New Age Metals, Grid Metals, and Snow Lake’s neighbor Far Resources being a few of the mining companies exploring for lithium in Manitoba.
Lithium Production – Supply, Demand and Price Trends
Lithium prices almost tripled between mid-2015 and mid-2018 as the world’s fleet of electric vehicles hit 5 million and the auto industry began to become concerned regarding the supply of raw materials. As can be seen in the lithium spot price charts below, from mid-2018 through the beginning of 2021, lithium prices declined steadily. Recently, lithium prices have begun to rise again, we believe, reflecting an increase in demand for battery powered vehicles.
| 2 | https://www.nrcan.gc.ca/our-natural-resources/minerals-mining/minerals-metals-facts/minerals-and-the-economy/20529 |
| 3 | https://investingnews.com/daily/resource-investing/battery-metals-investing/lithium-investing/manitoba-a-little-known-source-of-lithium/ |
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Source: Fastmarkets
In 2019, the world consumed approximately 315,000 tonnes of lithium carbonate equivalent, or LCE, a 21% increase from the 261,000 tonnes consumed in 2018, according to the December 2019 Resources and Energy Report on Lithium from the Australian government4. World lithium production is estimated to have grown to 470,000 tonnes in 2019, up 18% from 20185. In 2019, oversupply in the lithium market caused a significant pull back on price. At the end of 2018/beginning of 2019, Fastmarkets reported 99.5% lithium carbonate battery-grade spot prices, CIF China, Japan & Korea, of US$13,000-$15,000 per tonne6. In 2019, prices declined throughout the year. In June 2019, Fastmarkets reported 99.5% lithium carbonate battery-grade spot prices, CIF China, Japan & Korea, of US$11,000-$12,500 per tonne7, and by the end of December 2019, prices of US$8,000-$9,500 per tonne were reported8. The 99.5% lithium carbonate battery-grade spot prices for Europe and the U.S. were reported at US$10,000-$11,500 per tonne9.
Lithium prices plummeted in 2019, as a result of oversupply in the market and a slowdown in EV growth. This oversupply was attributed, primarily, to a number of new spodumene mines entering production in Australia. In China, in June 2019, the government cut subsidies for New Energy Vehicles, or NEVs, in half, by as much as 25,000 yuan (US$3,600) per vehicle10. Chinese NEV sales then began falling in July 2019 resulting in a reduction in NEV sales by 47% in October compared with the same month in the previous year11. These changes caused lithium consumers to hold back on purchases.
| 4 | https://publications.industry.gov.au/publications/resourcesandenergyquarterlydecember2019/documents/Resources-and-Energy-Quarterly-December-2019-Lithium.pdf |
| 5 | Ibid |
| 6 | https://www.metalbulletin.com/Article/3851378/GLOBAL-LITHIUM-WRAP-Chinese-lithium-prices-stable-ahead-of-year-end- other-regional-markets-flat.html |
| 7 | https://seekingalpha.com/article/4272099-lithium-miners-news-month-june-2019 |
| 8 | https://www.metalbulletin.com/Article/3914427/GLOBAL-LITHIUM-WRAP-Lunar-New-Year-production-logistics-halts-slow- Asian-market-activity.html |
| 9 | Ibid |
| 10 | https://www.cnbc.com/2019/06/19/china-subsidy-cuts-for-electric-carmakers-could-lead-to-consolidation.html and https://www.bloomberg.com/news/articles/2019-11-08/china-is-considering-cutting-electric-car-subsidies-again |
| 11 | https://stockhead.com.au/resources/tim-treadgold-lithium-stocks-close-to-the-bottom-its-time-to-revisit-a-sold-down-sector/ |
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As lithium prices declined, high cost, marginal producers began to cut production and halt expansion plans. For example, in August 2019, Albemarle Corporation announced it would delay construction plans for approximately 125,000 tonnes of additional lithium processing capacity due to the effect of oversupply on lithium prices12. Pilbara Minerals postponed stage two and three expansion plans at its Pilgangoora lithium-tantalum project in Western Australia that were projected to result in the production of an additional 7.5 million tonnes of lithium ore a year13.
In November 2019, Albemarle and Mineral Resources put their Wodgina project into care and maintenance indefinitely14. Albemarle indicated that the Wodgina mine would remain idle until demand for spodumene warranted a re-start15. Nemaska Lithium suspended operations in October 2019 at its Whabouchi lithium mine and applied for creditor protection in December 2019, thus removing planned production of 37,000 tonnes of LiOH and 205,000 tonnes of lithium concentrate from the market16. In In 2020, the outlook for lithium pricing continued to be bearish with commentators such as Morgan Stanley expecting lithium prices to fall further or to at least be stable in 2021 and 202217. January 2020, Galaxy Resources announced that in response to market conditions, it had reviewed operations at Mount Cattlin facility, resulting in a reduction in operations by approximately 60%18.
We expect that the reduction in lithium production from the cutbacks referenced above will work through the lithium supply chain resulting in a reduction in lithium stockpile levels and an increase in lithium pricing and demand.
The chart below shows the 2019 percentage breakdown of lithium demand by category of use.
Source: Roskill19
As can be seen in this chart, in 2019, rechargeable batteries accounted for 54% of total lithium demand, consisting almost entirely of Li-ion battery technology. Though the rise of hybrid and electric vehicle sales leading up to 2020 brought expectations of increased demand for lithium compounds, falling EV sales in the second half of 2019 in China, the largest market for EVs, and a global reduction in EV sales in 2020, caused by the onset of the COVID-19 pandemic and related lockdowns, halted lithium demand growth, impacting demand from both battery and industrial applications. Countering this 2019 and early 2020 decrease in lithium demand, James Jeary of CRU Group noted that “The main surprise in the lithium market this year [2020] was on the demand side,” he told INN20 during a January 2021 interview. “EV sales were hugely resilient, particularly in Europe. Even in China, the recovery of sales in H2 after a sluggish H1 has been very strong.”
| 12 | https://uk.reuters.com/article/us-albemarle-results/albemarle-to-delay-construction-plans-for-125000-tonnes-of-lithium- processing-idUKKCN1UY1QS |
| 13 | https://www.asx.com.au/asxpdf/20190501/pdf/444qxyxr97r2h0.pdf |
| 14 | https://www.afr.com/companies/mining/minres-reaps-us1-3-billion-for-stake-in-mothballed-lithium-mine-20191101-p536h2 |
| 15 | Ibid. |
| 16 | https://www.nemaskalithium.com/en/investors/press-releases/2019/53f0e3be-0d29-475e-b37f-7090e58ede31/ |
| 17 | https://www.spglobal.com/platts/en/market-insights/latest-news/metals/110819-lithium-producers-paint-gloomy-picture-for-2020 |
| 18 | https://www.reuters.com/article/galaxy-rsrcs-output/australias-galaxy-resources-to-slash-output-at-flagship-lithium-mine-in- 2020-idUSL4N29S077 |
| 19 | https://roskill.com/market-report/lithium/ |
| 20 | https://investingnews.com/daily/resource-investing/battery-metals-investing/lithium-investing/lithium-outlook/ |
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Increasing Lithium Demand
According to FastMarkets.com (see table above), demand for battery grade lithium is now expected to almost triple by 2025 to more than 850 thousand metric tonnes. The recent decline and cutbacks in upstream investment, however, could result in the market undersupply during the next few years. We believe that it is clear that investment needs to be made in lithium mining now to meet the upcoming expected increase in demand. Fastmarkets predicts the need for 16 new lithium mines of average size to go online prior to 2025. Roskill maintains the view that future refined lithium supply will remain tight, with a period of sustained supply deficit in the mid-2020s21 It is our understanding that further additions to lithium production capacity for mined and refined lithium products will be required to keep pace with demand growth, led by battery applications.
Demand for lithium is increasing outside of the EV market. According to the India Brand Equity Foundation22, electronics manufacturing is expected to grow at an annual rate of 30% between 2020 to 2025. Lithium primary cell batteries are central units in many consumer electronics goods. Major manufacturers in the primary battery market include Hitachi Maxell, Ultralife, Energizer, FDK Corporation, Tadiran, Vitzrocell, EVE Energy, Panasonic, SAFT, Varta, Duracell, EnerSys Ltd., Gp Batteries, Excell Battery Co., and Bren-tronics. The global lithium primary batteries market is expected to grow from $11.28 Billion in 2020 to $12.24 Billion in 2021 at a compound annual growth rate (CAGR) of 8.5%.23 The table below shows the expected growth of the consumer electronics lithium battery market in USD billions from 2020 to 202524.
The expectation of strong demand growth in the lithium market and related higher raw material prices has led some market participants to look at the economic viability of recycling to solve the projected lithium supply shortage. The table below presents a projection of the compound annual growth rate for the value of raw materials present in Li-ion batteries available for recycling.
| 21 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
| 22 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
| 23 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
| 24 | https://menafn.com/1101724172/Lithium-Primary-Batteries-Industry-Driven-By-Increasing-Demand-For-Consumer-Electronics |
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Source: Engineering.com25
Roskill’s longer term scenarios show strong growth for lithium demand over the coming decade; Roskill forecasts demand to exceed 1.0Mt LCE in 2027, with growth in excess of 18% per year to 203026.
We believe that the long-term outlook for lithium products remains strong. In research by Signumbox published in April 2019 and commissioned by Deutsche Lithium for their feasibility study, SignumBox indicated that it anticipated a global annual demand for lithium chemicals to reach approximately 1,700,000 tonnes of LCE by 2037, equating to an average annual growth rate of approximately 11.5% over the next 20 years27. A key theme at the Fastmarkets’ 11th Lithium Supply and Markets Conference (June 11, 2019) was that global lithium demand could outpace supply in the coming years, with the number of new projects expected to fall short of expected production amid doubts on capital availability and low lithium prices28.
Key Market Growth Drivers - EVs
Although Lithium has multiple industrial and consumer electronics applications, the most prominent application is battery production. Future lithium demand is heavily linked to future EV production. We believe that a robust U.S. climate change policy agenda that includes plans to facilitate the ramping up of EV production and government-mandated targets for EV market penetration is a positive catalyst for further growth in lithium demand.
As can be seen in the chart on page 60 above, the leading driver for the growth in lithium consumption has been battery production. Future lithium demand is heavily linked to future EV production. The majority of lithium production and downstream EV battery supply is currently based in China. We believe that with governments seeking to prevent supply line bottlenecks and shortages due to geopolitical or other factors, there will be increasing demand for local, i.e., U.S. and Canadian, lithium production. We also believe that climate change policy agendas as well as government mandated targets for EV market penetration will be positive catalysts for a growth in lithium demand over the coming years.
| 25 | https://www.engineering.com/story/the-whos-who-of-lithium-ion-battery-recycling |
| 26 | https://www.greencarcongress.com/2020/11/20201125-roskill.html |
| 27 | http://www.deutschelithium.de/wp-content/uploads/2019/06/NI43-101-Zinnwald_Feasibility-Study_Summary.pdf |
| 28 | https://www.indmin.com/Article/3878594/LITHIUM-CONF-Lithium-demand-could-outpace-supply-due-to-low-prices-few-projects.html |
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Due to serious issues surrounding global warming, we believe that it has become imperative to implement energy transformation. The Paris Agreement between counties around the world is an effort to collaborate on this transformation. It is estimated that to maintain the global temperature rise within 1.5 degrees, the consumption of electric energy as a renewable energy source will rise from 24 percent to 86 percent by 205029.This means that the EV industry should flourish in the coming years. Countries around the world have already formulated plans to support this change. For example, Japan and Germany have set plans to ban gas operated vehicles by the year 2050. It is estimated that global sales of new energy-efficient passenger vehicles are expected to reach 12 million in 2025, and the compound growth rate will reach 32.5% from 2019 to 2025. By 2030, the number of EVs on the road is expected to rise to 125 million30.
Annual global EV sales by market. (Source: Bloomberg New Energy Finance.)
| 29 | https://www.engineering.com/story/the-whos-who-of-lithium-ion-battery-recycling |
| 30 | Ibid. |
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Government Growth Drivers for the Lithium Battery Market
The primary drivers of this forecasted growth in EV sales, as demonstrated in the table below, are expected to be government policies (particularly in China), new regulations (particularly in Europe), and steadily increasing consumer adoption, as evidenced by a wider availability of EV models being produced by original equipment manufacturers, or OEMs.
Source: Livant IPO filing31
Governments have instituted incentives and other subsidies to support the development of EVs by automotive OEMs and to increase consumer adoption of EVs.
After entering commercial markets in the first half of the last decade, electric car sales have soared. Only about 17,000 electric cars were on the world’s roads in 2010. By 2019, that number had grown to 7.2 million EVs, 47% of which were in China. 32 The Chinese government has declared that the electric vehicle industry is of strategic importance over the long term. The “new energy” vehicle industry is one of ten industries targeted as a key effort to further the Chinese government’s “Made in China” initiative by 2025. In addition to China, several other countries have also announced plans to phase out and eventually replace internal combustion engine, or ICE, vehicles with EV models. Countries such as France, Norway, and the UK have all set dates for these bans, with Norway’s being the most aggressive, as all new car sales in Norway must be zero emissions (battery EV or fuel cell) by 2025.33
| 31 | https://www.sec.gov/Archives/edgar/data/1742924/000119312518258208/d603292ds1.htm |
| 32 | https://www.iea.org/reports/global-ev-outlook-2020 |
| 33 | https://www.forbes.com/sites/pikeresearch/2020/11/04/ice-bans-begin-to-take-shape-in-the-us/?sh=52a3b5273e17 |
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To meet these target dates, governments will need to provide assistance to the EV industry, in general, and to the lithium mining sector, in particular, by supportive actions such as removing red tape for new mining projects. Some projects are already seeing such support as American Lithium announced receipt in March 2021 of a grant to support the development of a lithium hydroxide plant in Nevada34. E3 Metals Corp, an Alberta, Canada based lithium exploration company, announced a Canadian federal government grant for expanded lithium extraction technology research with the University of Alberta.35
We believe the growth in the EV market worldwide has been aided by various incentive programs extended by the national governments to both automakers and consumers. In the graphic below, for example, government of Singapore is advertising their program to encourage EV adoption by offering incentives to consumers.
In September 2017, China issued a New Energy Vehicles (including BEVs and PHEVs) credit mandate, which became effective in 2019, and in 2018, the Chinese government adjusted its subsidy policy to favor BEVs that offer longer driving ranges. Additionally, federal tax credit incentives in the United States of up to $7,500 have also been made available for persons buying certain hybrid and all-electric cars.36
| 34 | https://thedeepdive.ca/american-lithium-receives-us-government-grant-for-lithium-processing-plant. |
| 35 | https://www.juniorminingnetwork.com/junior-miner-news/press-releases/2147-tsx-venture/etmc/44999-e3-metals-receives-federal-government-grant-for-expanded-lithium-extraction-technology-research-with-the-university-of-alberta.html |
| 36 | https://electrek.co/2021/03/03/which-electric-vehicles-still-qualify-for-us-federal-tax-credit/ |
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In response to the changing government policies and incentives favoring EVs, various OEMs have announced plans to expand EV production lines in the future. The chart below summarizes EV production plans from many major OEMs.
Source: Livant IPO filing37
In addition to expanding their offering of EV models, automotive OEMs are focused on improving total energy density and reducing weight in batteries to increase the driving range of EVs. To achieve these improvements, EV battery manufacturers are increasingly using high nickel content cathode materials that contain less cobalt and more nickel, while the lithium content remains largely unchanged.
High nickel content cathode technologies include lithium nickel-cobalt-aluminum oxide, or NCA, and lithium nickel-manganese-cobalt oxide containing 80% nickel, or NMC 811. NCA cathodes are already used in leading EV models, and automotive OEMs’ roadmaps for new EV models indicate an increasing transition to NMC 811 style batteries. Due to the underlying chemistry, battery-grade lithium hydroxide, the type of lithium we expect to mine, is required in the manufacturing of high nickel content cathode material, whereas lithium carbonate, produced from lithium brine, is used in lower energy density EV battery applications.
| 37 | Ibid. |
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Ideal Location
The Snow Lake Lithium™ Project is ideally located in North America’s “Auto Alley.” With the Hudson Bay Railway having a railhead 65 km from our project, the Snow Lake Lithium™ property has access to means of transportation to bring our lithium product north to the Port of Churchill, for shipment to Europe, or South to Auto Alley. The map below shows the extended reach of CN’s rail lines into the US Auto Alley.
Additionally, Manitoba is a green province, with 97%38 of electricity derived from renewable sources. This offers the potential to have a nearly net zero mine and production plant producing renewable products.
CN’s network of rail lines. Source: CN website
If one compares the map above to the map of the North American auto industry below, it can be seen that Snow Lake’s Snow Lake Lithium™ Project is strategically situated to access and address this market.
U.S “AutoAlley”.
Source: Global Infrastructure Connectivity Alliance39
| 38 | https://www.hydro.mb.ca/your_home/electric_vehicles/ |
| 39 | https://www.gica.global/initiative/north-americas-super-corridor-coalition-nasco |
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The maps below present a more detailed depiction of the location of U.S. automotive plants, primarily in the “Auto Alley.”
Source: MarkLines – Automotive Industry Portal
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Overview
We are an emerging lithium chemicals and exploration company focused on the development of our 100% owned Snow Lake Lithium™ property in the historic and preeminent mining center of Snow Lake, Manitoba, Canada. Our goal is to become a strategic supplier of battery-grade lithium hydroxide to the growing electric vehicle battery and battery storage markets. Our primary asset is the Snow Lake Lithium™ property, which consists of 38 contiguous mining claims located 20 km from Snow Lake, Manitoba. To capitalize on the fast-growing lithium market, our main focus is to monetize the resources and reserves held in the Snow Lake Lithium™ property. This property has an S-K 1300 compliant indicated and inferred mineral resource estimate of approximately 11.1 million tonnes of lithium bearing ore consisting of an Indicated Resource of 9,082,600 tonnes of lithium bearing ore grading 1.00% Li2O, for 91,200 Li2O tonnes, and an Inferred Resource of 1,967,900 tonnes of lithium bearing ore grading 0.98% Li2O, for 19,300 Li2O tonnes.
The Snow Lake Lithium™ Project is ideally located in the Province of Manitoba, Canada, where 97% of the electrical energy supply is from hydro- electric renewable sources. The region of Snow Lake, where the Snow Lake Lithium™ Property is situated, is mining friendly, and the Hudson Bay Railway is 65 km to the south of the Snow Lake Lithium™ property. The Hudson Bay rail runs north to the Port of Churchill which supplies access to Europe by ship, or south to the EV manufacturing markets in Michigan and the southern US. We intend to be the first producer of battery grade lithium in North America using fully renewable sources of energy to power all of our future mining operations. Our belief is that investors and customers will demand ethically mined commodities created through the use of renewable energy sources enabling the ecologically friendly development of the electric vehicle market as a viable alternative to ICE powered vehicles. We intend to be a leader in these efforts and our Snow Lake Lithium™ property’s location provides for that unique opportunity.
We are of exploring our Snow Lake Lithium™ property expecting that following a planned two-phase exploration program we will be in a position to move towards the development of our mineral resources, and, ultimately to the establishing of commercial operations. We are planning to complete a preliminary feasibility study, or PFS, which will be used to seek additional funding for the development of the Snow Lake Lithium™ property. The studies will review the test work, process design, vendor furnished equipment packages and other mine development requirements as well as cost estimates for the possible development of a commercial spodumene floatation plant. In addition, the studies will examine permitting and potential environmental issues for the proposed floatation plant locations as well as operational expenditures and capital expenditures, which will be inputted into a general economic model.
We engage in our exploration of lithium mineral resources through two subsidiaries: Snow Lake Exploration and Snow Lake Crowduck. Snow Lake Exploration is our operating company and Snow Lake Crowduck is our asset holding company. The Snow Lake Lithium™ property is located in north central Manitoba, measuring about 15 km by 6 km, comprises 122 mineral claims covering 22,386.30 hectares (approximately 55,318 acres) and straddles Crowduck Bay at the northeastern end of Lake Wekusko.
Our Exploration Target – Snow Lake Lithium™ Project – Indicated and Inferred Resources
On June 3, 2021, our major shareholder, Nova Minerals, announced the existence of an S-K 1300 compliant indicated and inferred lithium mineral resource at our Snow Lake Lithium™ Project in central Manitoba, Canada. The main features of this resource, as reflected in the table below, can be characterized as follows:
| ● | An S-K 1300 compliant indicated and inferred mineral resource estimate of approximately 11.1 million tonnes of lithium bearing ore consisting of an Indicated Resource of 9,082,600 tonnes of lithium bearing ore grading 1.00% Li2O, for 91,200 Li2O tonnes, and an Inferred Resource of 1,967,900 tonnes of lithium bearing ore grading 0.98% Li2O, for 19,300 Li2O tonnes. |
| ● | The indicated and inferred resource is entirely from a single high grade lithium bearing spodumene pegmatite dyke partially outcropping at surface. |
| ● | The indicated and inferred resource covers less than 1% of the Snow Lake Lithium™ property area. |
We note that the ranges of potential tonnage and grade (or quality) of the lithium resource at our Snow Lake Lithium™ Project are conceptual in nature. We have conducted insufficient exploration of our Snow Lake Lithium™ Project to estimate a mineral resource (i.e., a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction), and it is uncertain whether further exploration will result in the estimation of a mineral resource. Our Snow Lake Lithium™ Project exploration target, therefore, does not represent, and should not be construed to be, an estimate of a mineral resource or a mineral reserve.
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Snow Lake Lithium™ Project Indicated and Inferred Resource
| Cut-Off 0.3 Li2O% | Tonnes (t) | Grade Li2O% | Li2O tonnes | |||||||||
| Indicated | 9,082,600 | 1.00 | 91,200 | |||||||||
| Inferred | 1,967,900 | 0.98 | 19,300 | |||||||||
Our lithium resource is comprised entirely from one Spodumene bearing pegmatite dyke (the TB1 Dyke) as defined by our 2017/2018 drill programs with approximately 4,800 meters drilled during that period. This main dyke is close to additional lithium bearing mineralization that is as yet undefined and does not comprise part of the existing resource. The resource remains open at depth and along strike in both the north and south directions which have been among targets for the recent phase of drilling.
Estimation was conducted only within the mineralized pegmatite with internal and external waste excluded as identified by hard boundaries. Interpretation occurred on a two dimensional sectional basis then combined to form a three dimensional volume model of the in-situ pegmatite dyke. No waste material in the host country rock was estimated.
The resource was estimated using Micromine software with an inverse distance squared interpolation method due to insufficient data available to suit variography and kriging.
The resultant resource is classified as containing both indicated and inferred resource in accordance with S-K 1300 when taking into consideration, data density, deposit geometry, likely extensions and possible interpretation alternatives. A sufficient number of holes required to provide more than an indicated category confidence in the Snow Lake Lithium™ resource have not been drilled. We have not completed any economic modelling or reporting and, therefore, the available, historical drilling information is considered early stage, and the risk of the failure of additional drilling to provide confirmation of our indicated and inferred resource is great. To date, a limited amount of capital has been invested in the Snow Lake Lithium™ Project and the future success of the project will rely heavily on the availability of additional capital which may not be available to us on favorable terms, if at all. Future capital investment in us may result in dilution of your investment in our common shares and a failure to confirm our resource may result in a failure of our business and the complete loss of your investment.
Geology and Interpretation
The TBL dykes in the Snow Lake Lithium™ Project have been modelled as intrusions into pebble to clast rich metaconglomerates and greywackes of host sediments. The dyke has been interpreted as sub vertical, dipping between 2.5° – 8.5° towards 130° azimuth. The strike of the body has minor variations around a general trend azimuth of 040° and an interpreted plunge of 5° to the north based on visual trends seen from drill core. The dyke carries both mineralized and unmineralized pegmatite as identified by the presence of spodumene as the lithium bearing mineral. Spodumene is considered the most important lithium ore mineral due to its high lithium content. Only the lithium bearing pegmatite has been previously modelled in this instance, which at the time of the previous report extended for a total length of 1,012 m ranging in true thickness from a maximum of 18 m to a minimum of 1.8 m,
The dyke is generally orientated between 20° and 40° offset from the apparent foliation in the surrounding country rock and there is outcropping evidence of additional mineralized and unmineralized pegmatite in the area that is yet to be defined in terms of size and or orientation.
Drilling
All holes were drilled with diamond drill bits providing NQ sized core. The total number of meters drilled during our 2022 exploration program was 20,008 m from 59 holes with a maximum depth of 371 m. This includes 29 holes drilled for metallurgical and geotechnical assessment totaling 1,693 m. Holes were drilled at varying angles to allow multiple intersections and multiple holes to be drilled from single drill locations to minimize earthworks and clearing.
Sampling
Core was logged by professional consulting geologists and sampled on a geological basis. Sample lengths were typically 1 m intervals but some samples were as small as 0.14 m or as large as 1.75 m. Core was halved with a diamond saw and placed into plastic sample bags for delivery to SRC Geoanalytical Laboratories in Saskatoon, Canada for sample preparation and analysis. QA/QC sampling consisted of the regular insertion of blanks, reject duplicates, and Certified Reference Standards within each 20 sample batch.
Sample Analysis
Core samples were crushed to better than 70% -2 mm and a 1 kg split was pulverized to better than 85% passing 75μm. All samples were analyzed using SRC procedure code ICP1 using total and partial digestions and ICP analysis. SRC uses Internal QA/QC procedures to monitor the accuracy and precision of their work.
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Estimation Methodology
Estimation was conducted in Micromine software with parent cell dimensions of 1 m across strike, 25 m along strike and 5 m vertically to account for the vertically dipping narrow mineralization geometry and the sparse data availability nominally around 110 m vertically between intercepts and 100 m horizontally along strike. Sub-celling was used along the deposit margins to honor the interpreted wireframes. Deposit orientations were measured manually on screen and assigned within the estimation parameters.
Samples were composited to 1 m length weighted intervals with any residual added to the end of the intersection. No high grade cuts were deemed necessary due to the lack of any significant outliers although a 0.5% Li2O grade was used as a minimum basis for interpretation.
Li2O was estimated using an orientated inverse distance squared method along with discretization of 2x2x2 to avoid overly localized estimates. The model was interpolated with a single mineralization domain but conducted systematically due to minor variation in structural orientations within the dyke. The primary search ellipse radius used 120 m along strike, 2 m across strike and 120 m vertically oriented to the azimuth, dip and plunge of the respective structural orientations identified. A secondary search of 240 m x 8 m x 240 m was used to fill any remaining empty cells after the primary search.
A density factor of 2.75t/m3 was used for reporting of tonnes based on documented averages for pegmatite globally and a recent resource report from FAR Resources for their Zoro Lithium project located approximately 3km west of the Snow Lake Lithium™ property.
Both statistical and visual validation methods were conducted prior to final reporting.
Cut-off Grades
CIM Definition Standards for a Mineral Resource as a “concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality that there are reasonable prospect for eventual economic extraction.” In our case, a cut-off grade of 0.3% Li2O was used for resource reporting. This 0.3% Li2O cut-off grade was used to measure our resources as, according to our S-K 1300 Report, that is a reasonable grade necessary to cover estimated production costs in accordance with the following criteria (in US dollars):
| 6% Li2O Concentrate Price | $600 / per tonne | |||
| Mining Cost/ton | $ | 20 | ||
| Extraction Recovery | 80 | % | ||
| Processing Cost/tonne | $32 – to 6% Li2O | |||
| Concentrate Haulage/ton | $ | 88 | ||
Classification
The resource is classified entirely as a combination of indicated and inferred in accordance with the S-K 1300 when taking into consideration, data density, deposit geometry, likely extensions and possible interpretation alternatives.
Other Modifying Factors
A preliminary metallurgical test was conducted to determine possible concentrate grade recoverable from the Snow Lake Lithium™ deposit. The test returned a concentrate grade of 6.37% Li2O from a composite sample of 1.4% Li2O indicating the potential to make a commercial product from the Thompson Bros pegmatite. No engineering studies have been conducted however, given the sub vertical nature of the deposit, underground mining is anticipated to be the method of extraction.
Location and Description of Snow Lake Lithium™ Property
The Snow Lake Lithium™ property is located in north central Manitoba, approximately 20 km (12.4 miles) east of the mining community of Snow Lake.
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The Snow Lake Lithium™ property comprises 122 contiguous mineral claims covering 22,386.30 hectares (approximately 55,318 acres) and is nearly four times the size of Manhattan. It straddles Crowduck Bay at the northeastern end of Lake Wekusko. The property is centered on UTM coordinates 455,000 E 6,080,000 N (NAD83, Zone 14) and lies within the National Topographic System map sheet 63JSE13. The map below shows an outline of our claims area as well as a proposed pipeline route to the nearest rail road junction.
Snow Lake is located some 684 km north of Winnipeg, a 7-hour (700 km) drive on well maintained, paved roadways. Daily flights are available from Winnipeg to both Flin Flon and Thompson. Flin Flon is a 2 hour (200 km) drive west on paved highway to Snow Lake. Thompson is a 2.5 hour (260 km) drive northeast from Snow Lake on paved highway.
The Snow Lake Lithium™ property is located in the Churchill geological province at the eastern end of the Flin Flon Belt. The Flin Flon Belt (1.92-1.88 Ga) is one of the largest Proterozoic volcanic-hosted massive sulphide districts in the world. The east-trending Flin Flon Volcanic Belt (230 X 50 km) is interpreted to be remnant of a Paleoproterozoic orogenic mountain belt which developed as new ocean basin and arc crust interacted with Archean rocks of the Hearne and Superior cratonnes along complex convergent plate boundaries.
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The Snow Lake Lithium™ property is bisected by the regional Crowduck Bay Fault. The rocks on the eastern side of this fault consist of folded Missi Group sandstones (greywackes) and conglomerates, part of the Eastern Missi Block. To the west, across the fault, the property is underlain by plutonic rocks intruding turbidites of the Burntwood Group, part of the Wekusko Lake Block.
There are two main clusters of spodumene-bearing pegmatite dykes on the property known as the Thompson Brothers and Sherritt Gordon lithium pegmatites. These dyke clusters occur on either side of the Crowduck Bay Fault. The dykes are all tabular in form, but each cluster has a distinct orientation. Additional north-northeast trending pegmatite dykes have been mapped along the Crowduck Bay Fault corridor towards the north.
Thompson Brothers Lithium Pegmatites
The Thompson Brothers dykes are located on the east shore of Grass River linking Wekusko Lake with Crowduck Bay. Here, three mineralized dykes, the TB-1, 2 and 3, intrude Missi Group pebble to cobble conglomerates and greywackes. The Thompson Brothers dykes were drilled by Nova in 2017 and 2018.
Dyke TB-1 strikes 040° and dips about 85o SE. The Thompson Brothers deposit has been drill tested over a 1Km strike and to a vertical depth of 1/2 Km. The deposit averages 7 to 10m in true width. The mineralized dyke remains open to depth and along strike. Dyke TB-2 occurs to the north of TB-1 has been traced for about 400 m along strike. Based on limited drilling, dyke TB-2 is up to 2.8 m thick and its orientation is interpreted to be sub-parallel to dyke TB-1. Dyke TB-2 could represent the faulted northern extension of dyke TB-1 or an en-echelon, dilational structure. Dyke TB-2 remains open along strike to the north and to depth. Dyke TB-3 is located about 250 m to the northwest of dykes TB-1 and 2. TB-3 has been traced for about 150 m along strike. The TB-3 pegmatite is up to 2.0 m thick, strikes 040° and dips about 080° towards the northwest. In general, the Thompson Brothers dykes appear concordant with the northeast-trending foliation and strata.
Sherritt Gordon Lithium Pegmatites
On April 10, 2018, we announced the discovery of a second pegmatite cluster on the Snow Lake Lithium™ property. As part of our compilation of historical data, our consulting geologists discovered details on a cluster of spodumene-bearing pegmatite dykes located about 2 km southwest of the recently drilled Thompson Brothers pegmatite. This cluster, known as the Sherritt Gordon pegmatites, intrudes the outermost quartz diorite phase of the Rex Lake Pluton and was traced about 600 m along strike by Sherritt Gordon Mines Limited in the 1940s. Dyke SG-1 ranges from 1.5 to 5 m in width and dips 80o to the southwest. Dyke SG-2 is thinner and located about 70 m to the northeast of SG-1 and dips 50o – 70o southwest.
The Sherritt Gordon, or SG, dykes intrude the outermost quart diorite phase of the compositional zoned Rex Lake Pluton on the west side of the Grassy River narrows. Both dykes display some pinch and swell structures along strike, as well as slight changes in strike. Dyke SG-1 has been traced for about 500 meters, striking 1200 and dipping 80o to the southwest. Dyke SG-1 ranges from 10 cm to 5 meters in width and splits into 3 thinner subparallel dykes at its southeastern end. Dyke SG-2 has been traced for almost 400 m, striking parallel to SG-1 at about 70 m towards the east. The dyke dips 50o-70o to the southwest and its width varies between 1.5 cm and 4 meters.
A third outcropping pegmatite dyke (Grassy River pegmatite) is located about 150 meters south of the SG dykes. Here, three spodumene bearing outcrops have been mapped more than a 150 m strike length, trending east.
History of Snow Lake Lithium™ Property and Exploration Status
No records documenting the original discovery of lithium enriched pegmatite dykes on the Snow Lake Lithium™ property have been located. Since the early 1940s various portions of the current Snow Lake Lithium™ property have been explored by several companies. Certain target areas on the Snow Lake Lithium™ property have been known as the “Sherritt Gordon Property,” the “Violet Property”, the “Strider Lithium Property.” and the “Thompson Brothers Lithium Property” and now the “Snow Lake Lithium™ Property”.
The highlights of the exploration history are summarized as follows:
In 1942, Sherritt Gordon Mines drilled and cored 20 holes (632 meters), testing one of 2 spodumene bearing pegmatite dykes on the east side of the narrows linking Wekusko Lake to Crowduck Bay. These dykes were originally staked in 1931 by Peer Kobar.
In 1956, Combined Developments Ltd. explored parts of the property. The area was prospected, mapped and 26 cored drill holes were completed on the TB-1 pegmatite (2,356 meters).
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From 1976 until 1987, the Thompson brothers explored part of the property. They completed several trenches and sampling. In 1978, they cored their first drill hole to a depth of 28.2 meters in 1979, hole #1 was deepened to 58.6 meters. In 1981, the Thompson brothers cored their second drill hole. Hole #2 was drilled to a depth of 61 meters.
In 1989, Lakefield Research metallurgical test work produced a spodumene concentrate from a sample taken from a trench on claim ADD 13. The assay head grade of the rock sample was 2.93% Li2O. The resulting concentrate was 5.19% Li2O.
In 1995, minor trenching and sampling of the TB-1 dyke was completed by Strider Resources. In 1996, a 1,600-meter by 400-meter grid was cut by Strider Resources with lines spaced at 50 meter intervals. In 1997, a three-hole drill program, totaling 930 meters, was completed.
In April 2016, Ashburton Ventures (now known as Progressive Planet Solutions Inc.) optioned the Snow Lake Lithium™ property, at that time consisting of the 20 claims, from Strider Resources and entered into an option financing agreement with Thompson Bros (then known as Manitoba Minerals PTY Ltd.), at that time Nova Minerals’s wholly-owned subsidiary. Through financing provided by MMPL, parts of the property were prospected, and an attempt was made to locate the historical drill holes. Nine surface samples of pegmatite were assayed. In the fall of 2016, a modest program of prospecting and soil sampling was completed. In the winter of 2017, five drill holes targeting the TB-1 pegmatite totaling 1,007 meters were cored.
In March and April 2018, Snow Lake Crowduck staked an additional 18 mineral claims (3,319 hectares, approximately 8,201.43 acres) contiguous with the original Snow Lake Lithium™ property (20 claims, 2,277 hectares, approximately 5626.59 acres).
During the winter of 2018, Thompson Bros (then MMPL) cored 19 drill holes totaling 3,798 meters focusing on the Thompson brothers pegmatite cluster. Drill sections and plans were prepared, and interpretations of the geology and mineralization were completed. A project data base was created and a model for the deposit has been developed.
In July 2021, we completed an S-K 1300 compliant resource estimate of an Indicated Resource of 9,082,600 tonnes of lithium bearing ore grading 1.00% Li2O, for 91,200 Li2O tonnes, and an Inferred Resource of 1,967,900 tonnes of lithium bearing ore grading 0.98% Li2O, for 19,300 Li2O tonnes. This S-K 1300 Report was prepared by Canmine Consultants and Nuterra Geoscience, each of whom served as Qualified Persons as that term is defined in S-K 1300. This estimate was prepared taking into consideration data density, deposit geometry, likely extensions and interpretive alternatives. A density factor of 2.70 t/m3 was used. Surpac version 6.4.1 was the software used to create the geological model and to estimate the resources. We intend to complete a two-phase exploration program on the Snow Lake Lithium™ property including the completion of a PFS.
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Historical Mineral Processing and Metallurgical Testing
The Saskatchewan Research Council (SRC) completed a preliminary metallurgical testing program on the Snow Lake Lithium™ Project (Xia, L. and Adeoye, A., 2018). The primary objective of this preliminary testing program was to produce a spodumene concentrate with +6.0 % Li2O.
Test work was completed on a 55 kg composite sample of 67 individual assay reject samples crushed to -2.0 mm (10 mesh) received from SRC Geoanalytical Laboratories. All of the 67 individual assay rejects were combined and homogenized to create a composite feed sample. A head assay sample was taken from the homogenized composite sample for ICP analysis. The ICP analysis OLD indicated that the composite graded 1.43% Li2O.
The composite sample was ground to 100% passing 300 μm before being classified into two fractions: coarse fraction (53-300 μm) and fine fraction (-53 μm). Before flotation, de-sliming and magnetic separation were performed to minimize the interference of ultra fines (-38 μm) and magnetic (iron) materials on the flotation.
Preliminary flotation tests indicated that a spodumene concentrate with +6.0 % Li2O could be readily produced from the samples provided. The flotation process included one stage mica flotation, one stage spodumene rougher flotation, and five stages of cleaner flotations. H2SO4 was used to adjust the flotation pH in mica flotation. ArmacHT was used as the mica collector. Oleic acid was used as the spodumene collector. Vanofroth was used as the frother in all flotations. The reagent conditioning and dosages were not optimized.
Good spodumene concentrate can be produced from both coarse fraction (53-300 μm) and fine fraction (38-53 μm). A 43.3 % coarse recovery and a 22.9 % fine flotation recovery were achieved with concentrate grade of 6.35 % Li2O and 6.37% Li2O, respectively. A total 1905.5 g coarse spodumene concentrate with 6.35 % Li2O and 377.9 g fine spodumene concentrate with 6.37 % Li2O were produced. Mass balance and flotation optimization were not considered.
Xia and Adeoye recommend a second stage of test work including:
| ● | Detailed mineralogy analysis including mineral association, liberation, grain size, etc.; |
| ● | Comminution test to determine crushing index and mill work index; |
| ● | Pre-concentration test to increase the feed grade such as sorting, gravity separation and magnetic separation; |
| ● | Flotation tests to determine the optimal reagent scheme and to maximize the Li2O recovery; |
| ● | Locked cycle flotation tests to validate the flotation performance and to establish mass balance; and, |
| ● | Further hydrometallurgical testing to produce better grade Li2CO3. |
Currently, more advanced metallurgical testing is being conducted. We cannot be sure, however, when new test results will be available or what they will show.
Ownership of the Snow Lake Lithium™ Property
The Snow Lake Lithium™ property comprises 122 contiguous mineral claims, covering 22,386.30 hectares (approximately 55,318 acres).
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Below is a list of the claim names, numbers, areas ownership and expiry dates. All claims are registered with the Manitoba Mineral Resources Division (Formerly the Mines Branch) which, as of October 23, 2019, is a division of the Manitoba Department of Agriculture and Resource Development (ARD). Property surface rights are held by the Crown.
| Claims Held by Snow Lake (Crowduck) Ltd. | ||||||||||||||
| Disposition
/ Lease Number |
Disposition
/ Lease Name |
Method
of Acquisition |
Issue
Date |
Expiry
Date |
Area (Hectares) |
Area
(Acres) |
||||||||
| P2818F | ADD 13 | Optioned1 | 1994-09-30 | 2030-11-29 | 16 | 39.536832 | ||||||||
| MB1052 | ADD 1052 | Optioned1 | 2001-07-20 | 2030-09-18 | 235 | 580.69722 | ||||||||
| MB1053 | ADD 1053 | Optioned1 | 2001-07-20 | 2030-09-18 | 83 | 205.097316 | ||||||||
| P3033F | ADD 3033 | Optioned1 | 1995-04-21 | 2030-06-20 | 32 | 79.073664 | ||||||||
| P3035F | ADD 3035 | Optioned1 | 1995-04-21 | 2030-06-20 | 53 | 130.965756 | ||||||||
| P3203F | ADD 3203 | Optioned1 | 1995-09-11 | 2030-11-10 | 82 | 202.626264 | ||||||||
| W49853 | ADD 49853 | Optioned1 | 1996-04-22 | 2030-06-21 | 32 | 79.073664 | ||||||||
| MB6301 | ADD 6301 | Optioned1 | 2006-03-24 | 2030-05-23 | 110 | 271.81572 | ||||||||
| MB6303 | ADD 6303 | Optioned1 | 2008-03-17 | 2030-05-16 | 180 | 444.78936 | ||||||||
| MB6305 | ADD 6305 | Optioned1 | 2009-02-11 | 2030-04-12 | 224 | 553.515648 | ||||||||
| P7463B | THOMPSON #2 | Optioned1 | 1964-11-05 | 2030-01-04 | 21 | 51.892092 | ||||||||
| P7464B | THOMPSON #3 | Optioned1 | 1964-11-05 | 2030-01-04 | 21 | 51.892092 | ||||||||
| W47380 | THOMPSON 6 | Optioned1 | 1982-07-08 | 2030-09-06 | 16 | 39.536832 | ||||||||
| W47378 | THOMPSON 7 | Optioned1 | 1982-07-08 | 2030-09-06 | 16 | 39.536832 | ||||||||
| MB5735 | CRO 5735 | Optioned1 | 2010-02-11 | 2030-04-12 | 216 | 533.747232 | ||||||||
| MB5736 | CRO 5736 | Optioned1 | 2010-02-11 | 2030-04-12 | 202 | 499.152504 | ||||||||
| MB5737 | CRO 5737 | Optioned1 | 2010-02-11 | 2030-04-12 | 250 | 617.763 | ||||||||
| MB9830 | ADD 9830 | Optioned1 | 2018-03-06 | 2030-05-05 | 40 | 98.84208 | ||||||||
| MB12130 | BAZ 12130 | Optioned2 | 2017-12-05 | 2030-02-03 | 192 | 474.441984 | ||||||||
| MB12132 | BAZ 12132 | Optioned2 | 2017-12-05 | 2031-02-03 | 256 | 632.589312 | ||||||||
| MB13493 | TBL 001 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 256 | 632.589312 | ||||||||
| MB13494 | TBL 002 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 243 | 600.465636 | ||||||||
| MB13495 | TBL 003 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 78 | 192.742056 | ||||||||
| MB13496 | TBL 004 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 151 | 373.128852 | ||||||||
| MB13497 | TBL 005 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 67 | 165.560484 | ||||||||
| MB13498 | TBL 006 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 230 | 568.34196 | ||||||||
| MB13499 | TBL 007 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 185 | 457.14462 | ||||||||
| MB13500 | TBL 008 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 78 | 192.742056 | ||||||||
| MB13501 | TBL 009 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 206 | 509.036712 | ||||||||
| MB13502 | TBL 010 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 173 | 427.491996 | ||||||||
| MB13503 | TBL 011 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 72 | 177.915744 | ||||||||
| MB13504 | TBL 012 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 250 | 617.763 | ||||||||
| MB13505 | TBL 013 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 237 | 585.639324 | ||||||||
| MB13506 | TBL 014 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 121 | 298.997292 | ||||||||
| MB13507 | TBL 015 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 256 | 632.589312 | ||||||||
| MB13508 | TBL 016 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 220 | 543.63144 | ||||||||
| MB13509 | TBL 017 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 240 | 593.05248 | ||||||||
| MB13510 | TBL 018 | Staked by Company3 | 2018-04-06 | 2023-06-05 | 256 | 632.589312 | ||||||||
72
| Claims Held by Snow Lake (Crowduck) Ltd. | ||||||||||||||
| Disposition
/ Lease Number |
Disposition
/ Lease Name |
Method
of Acquisition |
Issue
Date |
Expiry
Date |
Area (Hectares) |
Area
(Acres) |
||||||||
| MB13851 | HERB 1 | Staked by Company4 | 2021-06-19 | 2023-08-18 | 240 | 593.05248 | ||||||||
| MB13852 | HERB 2 | Staked by Company4 | 2021-06-19 | 2023-08-18 | 256 | 632.589312 | ||||||||
| MB13853 | HERB 3 | Staked by Company4 | 2021-06-19 | 2023-08-18 | 189 | 467.028828 | ||||||||
| MB13854 | HERB 4 | Staked by Company4 | 2021-06-19 | 2023-08-18 | 82 | 202.626264 | ||||||||
| MB13785 | HERB 5 | Staked by Company4 | 2021-06-24 | 2023-08-23 | 64 | 158.147328 | ||||||||
| MB13856 | HERB 6 | Staked by Company4 | 2021-06-19 | 2023-08-18 | 163 | 402.781476 | ||||||||
| MB13857 | HERB 7 | Staked by Company4 | 2021-06-19 | 2023-08-18 | 88 | 217.452576 | ||||||||
| MB13858 | HERB 8 | Staked by Company4 | 2021-06-22 | 2023-08-21 | 174 | 429.963048 | ||||||||
| MB13859 | HERB 9 | Staked by Company4 | 2021-06-22 | 2023-08-21 | 246 | 607.878792 | ||||||||
| MB13860 | HERB 10 | Staked by Company4 | 2021-06-22 | 2023-08-21 | 252 | 622.705104 | ||||||||
| MB13861 | HERB 11 | Staked by Company4 | 2021-06-20 | 2023-08-19 | 250 | 617.763 | ||||||||
| MB13862 | HERB 12 | Staked by Company4 | 2021-06-20 | 2023-08-19 | 138 | 341.005176 | ||||||||
| MB13863 | HERB 13 | Staked by Company4 | 2021-06-23 | 2023-08-22 | 138 | 341.005176 | ||||||||
| MB13864 | HERB 14 | Staked by Company4 | 2021-06-23 | 2023-08-22 | 219 | 541.160388 | ||||||||
| MB13784 | HERB 15 | Staked by Company4 | 2021-06-23 | 2023-08-22 | 60 | 148.26312 | ||||||||
| MB13866 | HERB 16 | Staked by Company4 | 2021-06-23 | 2023-08-22 | 40 | 98.84208 | ||||||||
| MB13867 | HERB 17 | Staked by Company4 | 2021-06-23 | 2023-08-22 | 106 | 261.931512 | ||||||||
| MB13868 | HERB 18 | Staked by Company4 | 2021-06-24 | 2023-08-23 | 32 | 79.073664 | ||||||||
| MB13869 | HERB 19 | Staked by Company4 | 2021-06-24 | 2023-08-23 | 124 | 306.410448 | ||||||||
| MB13870 | HERB 20 | Staked by Company4 | 2021-06-24 | 2023-08-23 | 220 | 543.63144 | ||||||||
| MB13855 | HERB 21 | Staked by Company4 | 2021-06-24 | 2023-08-23 | 50 | 123.5526 | ||||||||
| MB13865 | HERB 22 | Staked by Company4 | 2021-06-24 | 2023-08-23 | 56 | 138.378912 | ||||||||
| MB12900 | PGB2900 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 255.5 | 631.353786 | ||||||||
| MB12901 | PGB2901 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12902 | PGB2902 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12903 | PGB2903 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12904 | PGB2904 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12905 | PGB2905 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12906 | PGB2906 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12907 | PGB2907 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
73
| Claims Held by Snow Lake (Crowduck) Ltd. | ||||||||||||||
| Disposition
/ Lease Number |
Disposition
/ Lease Name |
Method
of Acquisition |
Issue
Date |
Expiry
Date |
Area (Hectares) |
Area
(Acres) |
||||||||
| MB12908 | PGB2908 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12909 | PGB2909 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 112 | 276.757824 | ||||||||
| MB12910 | PGB2910 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 112 | 276.757824 | ||||||||
| MB12911 | PGB2911 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12912 | PGB2912 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12913 | PGB2913 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12914 | PGB2914 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12915 | PGB2915 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12916 | PGB2916 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12917 | PGB2917 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12918 | PGB2918 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12919 | PGB2919 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12920 | PGB2920 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 144 | 355.831488 | ||||||||
| MB12921 | PGB2921 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 174 | 429.963048 | ||||||||
| MB12922 | PGB2922 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 152 | 375.599904 | ||||||||
| MB12923 | PGB2923 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 255.9 | 632.3422068 | ||||||||
| MB12924 | PGB2924 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12925 | PGB2925 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12926 | PGB2926 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 147.2 | 363.7388544 | ||||||||
| MB12927 | PGB2927 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 202 | 499.152504 | ||||||||
| MB12928 | PGB2928 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12929 | PGB2929 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12934 | PGB2934 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12935 | PGB2935 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12936 | PGB2936 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 136 | 336.063072 | ||||||||
| MB12937 | PGB2937 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 64 | 158.147328 | ||||||||
| MB12938 | PGB2938 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 178 | 439.847256 | ||||||||
| MB12939 | PGB2939 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12940 | PGB2940 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12941 | PGB2941 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
74
| Claims Held by Snow Lake (Crowduck) Ltd. | ||||||||||||||
| Disposition
/ Lease Number |
Disposition
/ Lease Name |
Method
of Acquisition |
Issue
Date |
Expiry
Date |
Area (Hectares) |
Area
(Acres) |
||||||||
| MB12942 | PGB2942 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12943 | PGB2943 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12944 | PGB2944 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12945 | PGB2945 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12946 | PGB2946 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12947 | PGB2947 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12954 | PGB2954 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 128 | 316.294656 | ||||||||
| MB12955 | PGB2955 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12956 | PGB2956 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12957 | PGB2957 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12958 | PGB2958 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12959 | PGB2959 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 128 | 316.294656 | ||||||||
| MB12960 | PGB2960 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12961 | PGB2961 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12962 | PGB2962 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 128 | 316.294656 | ||||||||
| MB12963 | PGB2963 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12964 | PGB2964 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12965 | PGB2965 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 128 | 316.294656 | ||||||||
| MB12967 | ROCH2967 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 64 | 158.147328 | ||||||||
| MB12968 | ROCH2968 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 256 | 632.589312 | ||||||||
| MB12969 | ROCH2969 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 183 | 452.202516 | ||||||||
| MB12970 | ROCH2970 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 247.5 | 611.58537 | ||||||||
| MB12972 | ROCH2972 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 93.4 | 230.7962568 | ||||||||
| MB12973 | ROCH2973 | Staked by Company5 | 2022-01-01 | 2024-01-01 | 74.8 | 184.8346896 | ||||||||
| Total
= 22,386.30 hectares |
Total
= 55,317.71 acres |
|||||||||||||
| 1 - | These claims were optioned 100% from Strider Resources, by Progressive Planet Solutions (PLAN) (formerly named Ashburton Ventures) April 21, 2016. September 26, 2016 Thompson Bros (Lithium) Pty Ltd (TBLPL) (formerly named Manitoba Minerals PTY Ltd) optioned 100% rights of them from PLAN by funding the requirements of the Strider Option. April 12, 2017 the PLAN / TBLPL Option was amended to reduce the right to just 80% option purchase. November 14, 2018 PLAN optioned the rights to the remaining 20% option to Snow Lake. November 15, 2018 PLAN and Strider amended their option to allow the sale of 100% of the project to Snow Lake via TBLPL. March 08, 2019 Snow Lake purchased TBLPL from Nova Minerals (TBLPL had 80% rights to the project). At this time Snow Lake held 20% from PLAN, and the remaining 80% through their purchase of TBLPL from Nova. April 12, 2019 all option requirements were fulfilled and the property was 100% held by Snow Lake (subject to 2% NSR) |
| 2 - | These two claims were added to the Option agreement as they were staked within the area of material interest. Snow Lake paid the staking costs to Strider and they were added to the option. |
| 3 - | These claims were staked by the Company on or around April 04, 2018 |
| 4 - | These claims were staked by the Company May to June, 2021 |
| 5 - | These claims were staked by the Company December 2021 to January 2022. These claims are currently held in pending status. If they are approved, it is estimated that the expiry of the claim would be 2 years following the issue date. |
75
Leases Held by Snow Lake (Crowduck) Ltd.
Disposition
/ | Disposition / Lease Name | Method of Acquisition | Issue Date | Expiry Date | Area (Hectares) | Area (Acres) | ||||||||||
| ML338 | Requested6 | 2022-01-26 | 2024-01-25 | 207 | 512 | |||||||||||
| ML339 | Requested6 | 2022-02-07 | 2024-02-06 | 318 | 786 | |||||||||||
| ML340 | Requested6 | 2022-02-07 | 2024-02-06 | 578 | 1,428 | |||||||||||
| ML341 | Requested6 | 2022-02-07 | 2024-02-06 | 232 | 573 | |||||||||||
| Total
= 1,335 hectares | Total
= 3,299 acres | |||||||||||||||
| 6 - | These leases were requested by the company between the dates of January 26, 2022 and February 7, 2022 to cover land already controlled by the Company. These leases are currently held in pending status. If they are approved, it is estimated that the expiry of the lease would be 2 years following the issue date. |
Permitting in Manitoba
All mineral claims in good standing on Crown land in Manitoba are entitled to be explored without any permitting, except as indicated below. All mineral exploration programs in Manitoba require work permits for timber removal, shoreland alteration and road construction that are issued annually by the provincial Department of Conservation and Climate. For more intrusive explorations, such as line cutting (using chain saws), overburden stripping, blasting and/or diamond drilling, a work permit granted under Section 7(1)(c) of The Crown Lands Act or Section 23 (1) of The Wildfires Act, Province of Manitoba would be required. Permits address conditions for exploration that must be adhered to in a given work area based on the planned exploration activities.
The type and duration of the camp infrastructure required for exploration also dictates the type of permit required in Manitoba. Temporary camps established for less than one year are covered by a work permit, whereas a separate permit issued by the Manitoba Department of Labor - Fire Commissioners Office is required for exploration camps on Crown land established for periods longer than one year.
For advanced exploration and exploitation (also known as mining), we will need to consult with government officials in order to determine the necessary permits. Permitting processes will be included in the scope of our PFS.
Thompson Bros obtained the permits required to complete the 2018 exploration drilling program. There are no current environmental liabilities with respect to historical exploration and the 2018 drilling program was completed in accordance with industry best practices.
We currently hold the following exploration or exploitation permits from the Manitoba government:
Company | License/Permit | Issuing Authority | Issuance Date | Term | ||||
| Snow Lake Resources Ltd. | Work Permit to drill program on Crown (Manitoba) lands | Manitoba Mineral Resources Department | April 29, 2022 | April 30, 2025 |
Climate, Local Resources, Infrastructure and Physiography
Climate
The Snow Lake region is marked by short, cool summers and long, cold winters. The region has a sub-humid high boreal climate.
The mean summer temperature is 12.5°C (54.5°F ) and the mean winter temperature is -18.5°C (-1.3°F ). The temperatures are highest on average in July, at around 17.0°C. January is the coldest month, averaging -23.3°C. The mean annual temperature is approximately -2.5°C. The area is generally clear of snow cover between the beginning of June and the end of September.
The mean annual precipitation is about 450 mm, 35% as snow. The least amount of precipitation occurs in February, averaging 16 mm. The most rainfall occurs in July, averaging 74 mm. Average monthly winds for the area range from 10 km/hr to 13 km/hr, with 40% of the winds originating from the NW, NE or N. Exploration activities can be carried out all year around.
Local vegetation consists of closed stands of black spruce and jack pine, with lesser aspen, white birch, white spruce and balsam fir. Permafrost may occur locally in organic deposits. Wildlife includes moose, black bear, lynx, wolf, barren-ground caribou, beaver, muskrat, snowshoe hare and red-backed vole. Bird species include raven, common loon, spruce grouse, bald eagle, grey jay, hawk owl and waterfowl, including ducks and geese.
76
Local Resources
Snow Lake is the closest community to the property. Snow Lake had a permanent resident population of 899 in 2016 and has 498 private dwellings. There are two small residential subdivisions located on Wekusko Lake along Highway 392, as well as cottages at Herb Lake and Cotes Landings. There are also a small number of seasonal remote cabins located on Wekusko Lake. The Wekusko Falls Provincial Park (88 ha) is located on the east side of Wekusko Lake and offers camping. The Wekusko Falls Lodge provides accommodations and meals.
Snow Lake is an established mining community and has the infrastructure in place to support exploration and mining operations in the region. Services include a health facility staffed with two doctors, an ambulance, a fire truck, a 3-person RCMP detachment, an RBC bank branch, grocery and hardware stores, two hotels/motels, three service stations, a kindergarten to grade 12 school, a hockey arena, a five-sheet curling rink and a nine-hole golf course. A small-craft charter service operates out of the community of Snow Lake, where small planes and helicopters can be chartered. There is a 1,100 m by 20 m municipal gravel airstrip located approximately 8.5 km northwest of the Snow Lake Lithium™ property. The nearest rail access is at the Wekusko siding, approximately 65 km southeast of the Snow Lake Lithium™ property.
The nearest larger population centres include Flin Flon (208 km) and Thompson (260 km), both accessible by paved highway. Flin Flon, with a population of 7,000, is a nearby provincial regional government centre and a major service and supply centre for the region. The nearest full-service commercial airport is located at Baker’s Narrows, near Flin Flon. The nearest international airport is located in Winnipeg.
The Snow Lake region has a history of virtually continuous production from a series of base and precious metal mines since 1949. Hudbay Minerals Inc., or Hudbay, currently operates the Lalor gold mine, located about 8 km west of Snow Lake. Hudbay also operates a 2,700 tonne per day zinc and copper concentrator in Snow Lake.
Infrastructure
Gridding, trenching, stripping and road building in the target areas on the Snow Lake Lithium™ property, we expect, should be easily accomplished. Ample water is available for drilling purposes.
There are no permanent or temporary structures on the Snow Lake Lithium™ property, and we have not established any exploration infrastructure on the property.
The area of the Snow Lake Lithium™ property is sufficiently large to host a mining operation. A power line traverses the southern extremity of the property. The valley located directly east of the property could serve as a potential tailing storage area. Winter access roads to the property can be used for hauling purposes.
77
Physiography
The Snow Lake Lithium™ property is located along the southern edge of the Precambrian Shield within the Wekusko Eco-district, Churchill River Upland Eco-region, Boreal Shield Eco-zone.
The property straddles Crowduck Bay at the northeastern end of Lake Wekusko. Wekusko Lake is a large, shallow body of water covering an area of approximately 25 km long by 3 to 10 km wide. Crowduck Bay is part of a long (12 km) narrow channel leading to the Grass River that continues towards the northeast. Most of the shoreline of Crowduck Bay is flanked by steep, 15 to 20 m slopes. The lake elevation is approximately 257.5 m above sea level and the highest topographical point on the Property is approximately 305 m above sea level. Most ridges and low-lying areas trend towards the northeast.
The dominant soils are well to excessively drained dystic brunisols that have developed on shallow, sandy and stony veneers of water-worked glacial till overlying bedrock. Significant areas consist of peat-filled depressions with very poorly drained Typic and Terric Fibrisolic and Mesisolic Organic soils overlying loamy to clayey glaciolacustrine sediments.
Geological Setting and Mineralization
Regional Geological Setting
The Snow Lake Lithium™ property is located in the Churchill geological province at the eastern end of the Flin Flon Belt. The Flin Flon Belt (1.92-1.88 Ga) is one of the largest Proterozoic volcanic-hosted massive sulphide districts in the world. More than 118.7 Mt have been mined from 25 distinct deposits and a further 64.3 Mt are contained in 43 sub-economic or pre-production deposits.
The east-trending Flin Flon Volcanic Belt (230 X 50 km) is interpreted to be remnant of a Paleoproterozoic orogenic mountain belt, which developed as new ocean basin and arc crust interacted with Archean rocks of the Hearnne and Superior cratons along complex convergent plate boundaries. To the north of the Flin Flon belt lies the east-trending Kisseynew Sedimentary Gneiss Belt. Located to the south of the Flin Flon belt are the flat-lying Paleozoic rocks of the Western Canada Sedimentary Basin.
Local Geological Setting and Lithium Mineralization
The bedrock geology to the east of Wekusko Lake consists of several fault-bounded blocks of juvenile ocean floor, arc related volcanic rocks and fluvial–alluvial and turbiditic sedimentary rocks. The Western Missi Block is bounded by the Crowduck Bay fault to the east and the Herb Lake Fault the west and the strata are folded into a tight syncline. The Missi Group rocks (1.85-1.83 Ga), are dominantly sedimentary, but do contain rare, thin units of interbedded felsic volcanic rocks. The sedimentary rocks consist of polymictic conglomerates, greywackes and sandstones interpreted to have been deposited in an alluvial-fluvial environment. Across the Herb Lake Fault towards the southeast, the Herb Lake Block consists of a folded sequence of mafic to felsic volcanic rocks. Basalts dominate in the core of the fold, with basaltic andesites and andesites becoming more prevalent as the contact with the felsic volcanic rocks is approached. The Herb Lake Volcanic Assemblage is intruded by quartz porphyritic granites, which are themselves cut by the faults bounding the Herb Lake Block. To the northeast, the North Roberts Lake Block is characterized by mafic volcanic rocks (1.92-1.87) interpreted as ocean floor. Towards the west, across the Crowduck Bay Fault, the Central Wekusko Block consists of sedimentary strata dominated by turbidites of the Burntwood Group (1.85-1.84 Ga) and intruded by plutonic rocks.
To the east of Wekusko Lake there are three main clusters of spodumene-bearing pegmatite dykes known as the Thompson Brothers, Sherritt Gordon and Zoro pegmatites. The Thompson Brothers and Sherritt Gordon pegmatites both occur on the Snow Lake Lithium™ property. The Zoro pegmatites are located about 5 km east of the Snow Lake Lithium™ property and are not part of the property. The Zoro property is being explored by Foremost Lithium Ltd. Commonalities in mineralogy, textures and form exist between all 3 dyke clusters; however, they each occur in separate fault bounded crustal blocks and have different orientations. All 3 dyke clusters are interpreted to have been emplaced into fracture systems during the latest regional D5 structural event recognized in the area.
78
 |  |
Property Geology and Lithium Mineralization
The Snow Lake Lithium™ property is bisected by the regional Crowduck Bay Fault. The rocks on the eastern side of this fault consist of folded Missi Group sandstones (greywackes) and conglomerates, part of the Eastern Missi Block. To the west, across the fault, the Property is underlain by plutonic rocks intruding turbidites of the Burntwood Group, part of the Wekusko Lake Block.
79
The Thompson Brothers (TBL) and Sherritt Gordon (SGP) spodumene bearing, lithium-enriched pegmatite dyke clusters occur on either side of the Crowduck Bay Fault. The dykes are all tabular in form, but each cluster has a distinct orientation. Additional north-northeasterly trending pegmatite dykes have been mapped along the Crowduck Bay fault corridor towards the north.
Mineralogy
No detailed mineralogical studies have been completed by us. Cerny et al., (1980) reports that the mineralogy of the Thompson Brothers and Sherritt Gordon pegmatite clusters are similar and composed of spodumene, quartz, microcline, with lesser muscovite, biotite, garnet, beryl and apatite. Modal spodumene abundance ranges between 10 and 20% and commonly occurs as large, well formed, columnar crystals raging between 1 and 35 cm in length. The spodumene crystals are commonly in planar alignment and may be oriented obliquely to the dyke contacts. These textures have been interpreted to be the result of continuous crystallization in slowly opening fractures. Mineralogical and geochemical characterization studies have been initiated with Dr. Mostafa Fayek at the Department of Geological Sciences, University of Manitoba with support from Snow Lake Lithium.
Thompson Brothers (TB) Dykes
The TBL property spodumene-bearing dykes are located on the east shore of Grass River linking Wekusko lake with Crowduck Bay. Here, three mineralized dykes, the TB-1, 2 and 3, intrude Missi Group pebble to cobble conglomerates and greywackes. The Thompson Bros spodumene-bearing lithium rich dykes were drilled by /Nova Minerals Ltd. in 2017 and 2018.
Pegmatite TB-1 is illustrated in plan, longitudinal section and cross-section. The TB-1 dyke was intersected by 24 drill holes during the 2017-2018 season, and an additional 30 drill holes in 2022. Dyke TB-1 strikes 040° and dips about 85o SE. The Thompson Brothers deposit has now been drill tested to over a 1km strike length and to a vertical depth of 1/2 Km. The deposit averages 7 to 10m in true width. Dyke TB-1 has two drill intercepts at a vertical depth of about 350 m. The mineralized dyke remains open to depth and along strike to the north and south. The Li2O grades are typically consistent across the width of the dyke; however, locally, the margins of the dyke fall below the cut-off grade of 0.30 % Li2O.
Dyke TB-2 occurs to the north of TB-1 has been traced for about 400 m along strike. This dyke has not been located in surface outcrops. Based on limited drilling, dyke TB-2 is up to 2.8 m thick and its orientation is interpreted to be sub-parallel to dyke TB-1. Dyke TB-3 is located about 250 m to the northwest of dykes TB-1 and 2. TB-3 has been traced for about 150 m along strike. The TB-3 pegmatite is up to 2.0 m thick, strikes 040° and dips about 080° towards the northwest.
All the TBL property dykes are sub-parallel to the northeast-trending foliation and strata in general. Dyke TB-2 could represent the faulted northern extension of dyke TB-1 or an en-echelon, dilational structure. Dyke TB-2 remains open along strike to the north and to depth.
Bannatyne (1985) noted 2 additional spodumene bearing pegmatites about 500 m south of the TBL-1. Both dykes are exposed along the steep east shore of Grass River Narrows. These dykes have not been mapped or sampled to date.
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Sherritt Gordon (SG) Dykes
The Sherritt Gordon dykes intrude the outermost quart diorite phase of the compositional zoned Rex Lake Pluton on the west side of the Grassy River narrows. Both dykes display some pinch and swell structures along strike, as well as slight changes in strike.
Dyke SG-1 has been traced for about 500 m, striking 1200 and dipping 800 SW. Dyke SG-1 ranges from 10 cm to 5 m in width and splits into 3 thinner subparallel dykes at its southeastern end. Dyke SG-1 is asymmetric, with the grain size increasing to the hanging-wall contact, and some accumulation of the spodumene, quartz and blocky K-feldspar along this contact.
Dyke SG-2 has been traced for almost 400 m, striking parallel to SG-1 at about 70 m towards the east. The dyke dips 500-700 SW and its width ranges between 1.5 cm and 4 m. Dyke SG-2 seems to be homogeneous in mineral distribution, and it shows only some coarsening of grain size inwards.
In 1942, the SG-1 pegmatite was drill tested by Sherritt Gordon Mines Limited (now known as Sherritt Inc.). Some 21 shallow drill holes were cored (632 m). Rather than reporting assays for lithium, results in the historical drill logs are reported in “Gravitational Determination Percent Spodumene” which are qualitative in nature and should not be relied upon. The historical drilling results yielded average estimated spodumene contents ranging from 7.22 – 31.9% over widths ranging from 1.52 - 5.79 m. One 2018 reconnaissance grab sample from the SG-1 dyke graded 2.15 % Li2O. The SG-1 pegmatite was drill tested to a depth of 50 m and remains open to depth.
The Sherritt Gordon pegmatites are interpreted to have intruded sub-parallel late stage, en-echelon fractures that were subsequently deformed and locally displaced. If both dykes continue to depth, they could merge or intersect at a depth of about 160 m.
A third outcropping pegmatite dyke was discovered in during field reconnaissance in 2018. The Grassy River pegmatite is located about 150 m south of the Sherritt Gordon dykes. Here, three spodumene bearing outcrops were mapped over a 150 m strike length, trending east. One grab sample from the Grassy River dyke graded 3.78 % Li2O.
An additional spodumene bearing pegmatite dyke is located about 1.5 km to the south of the Sherritt Gordon occurrence. This dyke occurs about 1 km south of our claim boundary and is not part of the Snow Lake Lithium™ property.
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2022 Exploration Activities for Snow Lake Lithium™ Property
We have concluded an exploration and resource development drilling program that included resource definition drilling of the TB-1 pegmatite as well as exploration drilling of the SG pegmatite cluster targets. The preliminary details are discussed below. It should be noted that assay results and detailed surveys of drill holes are pending.
TBL Pegmatite Dyke
During the 2022 winter, spring and summer months, the TBL pegmatite dyke was drilled to further define and extend the resource previously announced. An additional 30 drill holes were completed on the TBL dyke along with a further 8 holes on a northeast extension to the TBL dyke denoted as the BYP drill holes. A total of 8,118 m of drilling on the TBL dyke and 1,136 m of drilling on the BYP extension was completed. Geological logging and sampling of the Spodumene-bearing pegmatite intersections showed strong continuation of the mineralization, both along strike and at depth.
SGP Pegmatite and Related Dykes
The aforementioned SGP pegmatite dykes to the southwest of the TBL dyke were the target of further exploration and drilling during the last year. Ground exploration and drilling further defined the SGP dykes and defined two additional sets of related dykes, denoted “Crowduck Bay Pegmatite’ (CBP) and “Grass River Pegmatite” (GRP). These dyke sets pinch and swell as they intrude the host country rock, and are mineralogically similar to the TBL dyke. Spodumene crystals in these dykes are noted to be coarser grained than their counterparts in the TBL dyke. Preliminary survey data indicates an overall southeast strike and southwest azimuth dip to the dykes. Analysis of ongoing surveys will further define the strike and dip of the SGP, CBP and GRP dykes. A total of 46 drill holes were completed on the these dyke sets, resulting in 9,061 meters of rock drilled. Additional filed mapping and sampling is planned for the autumn of 2022.
Development Activities
Drilling was performed to obtain samples for metallurgical and geotechnical evaluation of the pegmatites and host rocks. The completion of 19 drill holes yielded a one-ton sample of pegmatite ore for the TBL main dyke and the GRP dyke set, respectively. The contract for the metallurgical work was awarded to SGS Laboratories Canada Inc. of Lakefield, Ontario. From both the TBL and SGP dikes, geotechnical holes were drilled to collect wall and ore rock samples for geotechnical investigations. A total of 10 geotechnical holes were drilled, providing 556 meters of rock for sampling. The geotechnical analyses have been outsourced out to the University of Saskatchewan.
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We contracted with SLR Consulting (Canada) Ltd. to conduct a two-year baseline environmental study that includes water, soil, and acoustic studies. This work is presently in progress. Furthermore, Western Heritage Ltd. is conducting an archaeological survey and evaluation for our TBL main dyke and the GRP dyke set.
In the summer of 2022, we conducted a Lidar survey, and it will be utilized to map road construction to the SGP-CBP-GRP outcrop and drilling region.
In late winter of 2022, we expect to conduct a drone magnetometer survey to analyze the geophysical trace of the non-magnetic pegmatite dykes.
An updated resource is expected by the end of 2022 once all of the assays have been received and detailed surveys of the drill collars has been completed.
Our Competitive Strengths
We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
| ● | Our initial metallurgical test work has yielded a spodumene concentrate grading 6.37% Li2O. Initial metallurgical test work demonstrates the Snow Lake Lithium™ property can produce a concentrate material of 6.37% Li2O using standard metallurgical laboratory test techniques. Spodumene concentrates were achieved with concentrate grade of 6.37% Li2O, indicating the likelihood that industry relevant amounts of concentrate can be produced. We expect that if these inferred numbers are confirmed as probable or proven resources, a fully functioning lithium mine could provide 8 to10 years of producing 160k tonnes per annum of 6% lithium ore concentrate. |
| ● | Our Snow Lake Lithium™ property is large and, we believe, is host to valuable lithium resources. Our Snow Lake Lithium™ property comprises 22,386.30 hectares (approximately 55,318 acres) and is host to the TB-1 spodumene bearing, lithium-enriched pegmatite dykes and other targets that could potentially contribute to a future lithium resource. Our Snow Lake Lithium™ property hosts several identified spodumene pegmatite dykes with high-grade lithium found to date. With only 1% of the Snow Lake Lithium™ property explored, we believe that there are many additional lithium bearing pegmatites on the Snow Lake Lithium™property yet to be explored. |
| ● | Historic flotation tests indicate that a spodumene concentrate with +6.0% Li2O may be readily produced from the deposit. We announced in 2018 outstanding new high-grade drill results at the Snow Lake Lithium™ property, with release of the complete data set from the recent phase of drilling. The results confirm a high-grade and consistent lithium bearing pegmatite dyke in the Snow Lake Lithium™ property that appears open at depth and along strike at both ends. Additional dykes were also identified and require further follow up expected as part of the next field program as weather conditions permit. |
| ● | No significant technical challenges related to exploration and development of the deposits have been identified. We expect, although we cannot guarantee, that our drill hole database for holes TBL 1 – 28 and their interpretation will be used to support the planning of future drilling programs. No significant technical challenges related to exploration and development of these deposits have been identified to date |
| ● | We are strategically located in the North American market. Our Snow Lake Lithium™ property is located in proximity to major downstream lithium processing facilities as well as to major US battery customers including General Motors, BMW, Nissan, Mercedes and Tesla automobile manufactures. With Snow Lake’s access to the Hudson Bay railway just 65 km from the Snow Lake Lithium™ property, our project is strategically located close to the CN rail lines to deliver lithium product to the entire Auto Alley market. |
| ● | Leadership team of experienced mining executives and operators, with a track record of de-risking and delivering. We believe that our management team’s experience, knowledge and vision in the mining industry will enable us to achieve growth. Our management team consists of a finance expert holding senior positions in both listed and private entities across a diverse range of investment disciplines, a mining engineering technician who has worked in the mineral exploration industry for more than 20 years with many years of experience in construction and project management in the mining industry. |
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Our Growth Strategies
We have developed a strategic plan for further exploration and development of the project that includes the following milestones:
| ● | Complete preliminary feasibility study. We have commenced a PFS on the Snow Lake Lithium™ property. This represents the next step in the process of moving from exploration towards the potential to establish commercial operations. The study will review the test work, process design, vendor furnished equipment packages and preliminary design in addition to cost estimates for the development of a commercial spodumene floatation plant. |
| ● | Complete next stage of resource exploration drilling leading to resource upgrade to the Measured from Indicated level and the discovery of new mineralization resources. Our principal short term objective is to implement our Phase 1 exploration program. We also intend to continue drilling to provide sufficient data to be able to upgrade our indicated resources to measured resources, to add additional tonnage through further walk up drilling and to explore for extensions to the existing mineral resources and other potential mineralization within the Snow Lake Lithium™ property. |
Marketing and Advertising
We intend to sell the lithium hydroxide that we expect to produce to electric vehicle manufacturers and stationary battery storage partners. This is in line with the wider industry requirements for battery-grade lithium chemicals, where users typically require long-term supply contracts. It is our belief that the customer will drive the need for near net zero production of lithium in the near future. We therefore feel our company is perfectly situated in the province of Manitoba that generates 96% of its energy from Hydroelectric, and 3% from wind. This provides Snow Lake an opportunity to have a near net zero production facility which could demand a premium to other dirtier producers.
Our Customers
Major OEM battery manufacturers as well as EV Manufacturers would be the primary US battery customers. These include General Motors, BMW, Nissan, Mercedes, Jaguar and Tesla automobile manufactures among others. We believe that, assuming we prove our lithium resources and proceed to build and operate a functioning lithium ore mining and processing facility, we will be well positioned to be a supplier of choice to these OEMs, based on the competitive economics enabled by our well situated geographical location, renewable energy sources, and mining friendly government regime.
Competition
We face intense competition in the mineral exploration and exploitation industry on an international, national and local level. We compete with other mining and exploration companies, many of which possess greater financial resources and technical facilities than we do, in connection with the exploration and mining of suitable properties and in connection with the engagement of qualified personnel. The lithium exploration and mining industry is fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have. We believe that we can mitigate these factors through the We are also subject to competition from other large national and international mining companies such as Sayona Mining Limited and Core Lithium Ltd.
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Intellectual Property
We do not have any registered intellectual property rights.
Facilities
Our corporate address is 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada. Currently, we no 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 do not have any employees at this time.
Currently, all of our executive officers and advisers work for us as independent contractors under consulting agreements. These agreements 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.
Insurance
We currently insure our directors and officers through a D&O insurance policy with Lloyds of London and an excess liability coverage insurance policy with Xl Specialty Insurance Co. We currently do not insure against mine exploration and development risks.
Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
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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Directors and Executive Officers
The following table sets forth certain information regarding our directors and executive officers.
| NAME | AGE | POSITION | ||
| Philip Gross | 50 | Chief Executive Officer and Chairman of the Board | ||
| Keith Li | 43 | Chief Financial Officer | ||
| Dale Schultz | 56 | Director and VP of Resource Development | ||
| Derek Knight | 40 | Chief Operating Officer and Secretary | ||
| Brian Youngs | 71 | Vice President, Exploration | ||
| Nachum Labkowski | 37 | Independent Director | ||
| Hadassah Slater | 38 | Independent Director | ||
| Allan David Engel | 55 | Independent Director |
Philip Gross. Mr. Gross has served as our Chief Executive Officer and the Chairman of the Board since January 2021 and May 2022. Mr. Gross has more than two decades of experience in the resource and mining sector as an active investor and a hands on participant. He has worked extensively in both the physical and financial aspects of the sector and has extensive mining experience including as CEO of an OTC listed mid-tier gold producer. Mr. Gross has previously worked for some of the largest global commodities supply chain management firms. His commodity repertoire ranges across the spectrum of metals, mining and agriculture with a heavy focus on project development and execution. During the past five years as CIO of Temple Asset Management, Philip has been active in a variety of resource strategies working together with hedge funds and family wealth funds, including relating to gold mines in Brazil, iron ore in Chile, cocoa in Ecuador and cashews in Nigeria.
Keith Li. Mr. Li has served as our Chief Financial Officer since June 30, 2022. Mr. Li has over 15 years of experience in accounting, audit and executive level financial management. Prior to joining Snow Lake, Mr. Li has been serving as the Chief Financial Officer at Branson Corporate Services Ltd., providing outsourced fractional CFO functions and executive level financial services to public companies, including preparation of IFRS-compliant financial statements and MD&A since November 2017. Prior to joining our company, Mr. Li was a senior auditor with McGovern Hurley LLP from September 2011 to August 2016. From August 2016 to November 2017, he held the role of External Reporting Manager for Sears Canada Inc., and was responsible in overseeing the financial reporting functions of the company. Since joining Branson, Mr. Li had assumed the roles of Chief Financial Officer for many of Branson’s publicly-listed clients, including Pharmadrug Inc. from December 2017 to present, Quinsam Capital Corporation from March 2018 to present, Psyched Wellness Ltd. since January 2020 to present, Jubilee Gold Exploration Ltd. since January 2020 to present, Universal PropTech Inc. from June 2020 to present, Corcel Exploration Inc. since March 2021 to present, and US Critical Metals Corp. since August 2021 to present. Mr. Li is responsible in overseeing the financial reporting and accounting functions of these companies. Mr. Li is a Chartered Professional Accountant and holds a Bachelor of Commerce in Finance from McGill University.
Dale Schultz. Mr. Schultz has served as our VP of Resource Development since October 20, 2021 and as a member of our board of directors since December 2019. Mr. Schultz served as our Chief Operating Officer and Secretary from December 2019 to October 20, 2021. From 2019 Mr. Schultz also managed the exploration program on the Estelle project in Alaska for Nova. From 2018 through 2019, he completed field mapping and sampling of the Temagami green stone belt for Temagami Gold Inc. and Progenitor Metals Corp. Between 2017 and 2018, Mr. Schultz managed a 4000m diamond drill campaign on the Snow Lake Lithium™ property (now owned by Snow Lake Resources) for the previous operator, Nova. From 2016 to 2017 while working for Cobalt Power, he logged core in the Northern Ontario Cobalt Mining Camp. Mr. Schultz has 30 years of exploration and mining experience through roles at Echo Bay Lupin Mine in the Summer of 1986 and 1987, Claude Resources Seabee Mine from March of 1992 to April 1995, Battle Mountain’s Hemlo Camp and Kori Kollo Mine from May of 1995 to April of 2000, and TVX New Britannia Mine, in Snow Lake, Manitoba, from December of 2002 to January 2004. Mr. Schultz has also provided geological consulting services in South and Central America and Asia, and is currently the Principle Geologist with DJS Consulting. He is a graduate of the University of Saskatchewan with a B.Sc. and M.Sc. in Geological Sciences and is a member of the Engineers and Geoscientists of Manitoba.
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Derek Knight. Mr. Knight has served as our Chief Operating Officer and Secretary since October 20, 2021. Mr. Knight served as our Chief Executive officer from November 28, 2018 until December 2, 2020, on which date he was appointed as our Vice President, Corporate Development. He resigned as the Vice President, Corporate Development of our Company on October 20, 2021. Prior to joining our company, Mr. Knight was Chief Operating Officer and Vice-President of Operations at Progressive Planet Solutions Inc. from June 2018 to November 2018, and Vice President of operations at thus company from March 2018 to June 2018. During this time, he was instrumental in the transaction transferring the Snow Lake Lithium™ property to our company. From April 2017 through February 2018, he held the role of Maintenance Planner and Continuous Improvement Lead at Unilever, and from February 2016 until April 2017, Mr. Knight managed the investments for his family office, on a full time basis. Since May 2003, Mr. Knight has also held various roles with UA Local 67, Plumbers, Steamfitters and Welders where his responsibilities included project management, supervisory, planning, project execution, and continuous improvement. Mr. Knight holds several professional trade licenses and has extensive experience working in large industrial environments in senior executive operating roles. He participated in the Power Engineering Program of Studies at Mohawk College of Applied Arts & Technology in 2003 and the Advanced Plumbing program in 2007, in Ontario, Canada. In 2019, Mr. Knight completed the Canadian Securities Course of the Canadian Securities Institute.
Brian Youngs. Mr. Youngs joined our company in January 2018 and has served as our Vice President of Exploration since November 2018. Mr. Youngs has more than 25 years of experience in mining exploration. In a number of private and publicly traded junior mining companies, including Randsburg International Gold Corp. from May 2003 to June 2005, Wabana Exploration Inc. from 1999 to 2001 and Meegwich Consultants from 1996 to 2003. He has worked throughout Canada and internationally, as senior airborne geophysics technician with Geotech Ltd. Inc., from June 2008 to December 2017. Mr. Youngs graduated from Northern College – Haileybury School of Mines, Mining Engineering Technician program and is a member of the Ontario Association of Certified Engineering Technicians and Technologists. He has also received a GIS Specialist Diploma from Sault College and a Computer Graphics Design Diploma from Sheridan College.
Nachum Labkowski. Mr. Labkowski has served as a member of our board of directors since November 2018. He is currently the Chief Executive Officer and principal investor in Halevi Enterprises, a private equity firm which Mr. Labkowski founded in 2010 that holds equity in more than 30 private companies and invests in real estate worldwide. Mr. Labkowski’s unique approach to investing has provided significant returns from those companies he has invested in to date.
Hadassah Slater. Ms. Slater has served as a member of our board of directors since October 2021. Ms. Slater brings with her 10 years of leadership experience as President of the Board of Directors for a large Canadian non-for-profit company. Ms. Slater has created a $33 million dollar non-profit center in Toronto, Canada using various government and private charitable funds and grants. From August 2017 to present, she has been the President of the Board of Directors at Kayla’s Children Center, a non-profit organization that aims at creating opportunities for children with disabilities by offering therapy, education and adapted recreation. Her latest project created an endowment fund for this non-for-profit with plans of future exponential growth. From April 2011 to August 2017, Ms. Slater worked as the President of Board of Directors for Project Aim Programs, which is a summer camp and year round respite program for children with disabilities. Her experience in strategic business direction, employee leadership, government lobbying, and investor relations is valuable. Ms. Slater studied for her Master’s in Business Administration in an international program at Bar Ilan University from 2006 to 2007.
Allan David Engel. Mr. Engel has served as a member of our board of directors since September 2021. Mr. Engel has three decades experience in managing investments on behalf of private and family trusts in the United Kingdom, Europe and Israel. He holds a Diploma in Law from KT College, Jerusalem, Israel, where he studied from 1984 to 1988. Since 2014 he has built up a portfolio of investments in the UK concentrating mainly on real estate, but also publishing and broadcast media. From February 2014 to date, he has been employed by Daymar (London) as Chief Operating Officer, where his duties include acquiring and managing a portfolio of commercial real estate investments on behalf of private and corporate clients.
No family relationship exists between any of our directors and executive officers. 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.
Board of Directors
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, Philip Gross, Dale Schultz, Nachum Labkowski, Hadassah Slater and Allan David Engel, three of whom, Mr. Labkowski, Ms. Slater and Mr. Engel, are independent within the meaning of Nasdaq’s rules.
A director is not required to hold any shares in our company to qualify to serve as a director. Our board of directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities, subject to applicable stock exchange limitations, if any, whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third-party.
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Board 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 Hadassah Slater and Allan David Engel, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule5605(c)(2) of the Nasdaq Marketplace Rules. Hadassah Slater serves as chairman of the audit committee. Our board has determined that Hadassah Slater qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
The audit committee is responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing hedging transactions; and (viii) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.
Compensation Committee
Our compensation committee consists of Allan David Engel, Hadassah Slater and Philip Gross. Allan David Engel and Hadassah Slater satisfy the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605(c)(2) of the Nasdaq Marketplace Rules. Hadassah Slater serves as chairman of the compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
The compensation committee is responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) making recommendations to the board regarding the compensation of our independent directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and (iv) reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Allan David Engel, Hadassah Slater and Philip Gross. Allan David Engel serves as chairman of the nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The nominating and corporate governance committee is responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board director nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance; (iv) overseeing compliance with the our code of ethics; and (v) approving any related party transactions.
The nominating and corporate governance committee’s methods for identifying candidates for election to our board of directors will include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives, individuals personally known to the members of our board of directors, and other research. The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.
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In making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.
Duties of Directors
Under Canadian law, directors have fiduciary obligations to our company. Under the MCA, directors, when exercising the powers and discharging their duties, must act honestly and in good faith with a view to the best interests of our company and exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances.
Under Manitoba corporate law, the MCA imposes specific statutory liabilities on directors of corporations in certain situations. In certain circumstances, directors can be held liable, for example, for the authorization of share issues for a consideration other than money at less than fair market value, or for all debts not exceeding six months’ wages payable to each of the employees for services performed for the corporation while they are directors, or for the payment of a dividend if there were reasonable grounds for believing that the corporation is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital. Under numerous other provisions in federal and provincial statutes, directors may also face personal liability for, among other things, environmental offences, source deductions from payrolls, and tax remittances. Corporate directors have a number of defenses to legal actions in which it is alleged that they have breached their statutory or fiduciary duties, including:
| ● | dissenting from a resolution passed or action taken at a board meeting, which may relieve the director of any liability for the results of that decision; |
| ● | raising a “good faith reliance” defense to an accusation of breach of a fiduciary duty, whereby the director is entitled to rely in good faith on financial statements or reports made by an officer of the corporation, the corporation’s auditor, or by other professionals, such as a lawyer, an accountant, or an engineer; and |
| ● | availing themselves of a due diligence defense that permits directors to avoid a number of statutory liabilities, including breach of fiduciary duty, where the directors exercise the same degree of care, diligence and skill as a reasonably prudent person in comparable circumstances. |
Conflicts of Interest
There are potential conflicts of interest to which the directors, officers, insiders and promoters of our company will be subject in connection with the operations of our company. Some of the directors, officers, insiders and promoters are engaged in and will continue to be engaged in corporations or businesses which may be in competition with the business of our company. Accordingly, situations may arise where the directors, officers, insiders and promoters will be in direct competition with our company. The directors and officers of our company have a fiduciary obligation to act in the best interests of our company, avoid conflicts of interest and to disclose to all other board members any relevant information about potential conflicts. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to our company may result in a breach of their obligations to the other companies, and in certain circumstances this could expose our company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of our company. Such conflicting legal obligations may expose our company to liability to others and impair our ability to achieve our business objectives. All of the directors or officers of our company have entered into non-competition or non-disclosure 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.
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Terms of Directors and Officers
Our officers are appointed by and serve at the discretion of our board of directors. Unless the shareholders, by ordinary resolution, elect directors to hold office for a term expiring later than the close of the next annual meeting of shareholders, the term of office of a director upon election or appointment, subject to Section 103 of the MCA, shall cease at the close of the first annual meeting of shareholders following his or her election or appointment, provided that if no directors are elected at such annual meeting, he or she shall continue in office until his or her successor is elected or appointed. The following persons are disqualified by the MCA from being a director of the Company: (i) anyone who is less than 18 years of age; (ii) a person who is not an individual; and (iii) a person who has the status of a bankrupt.
Employment and Indemnification Agreements
The Company has entered into consulting agreements with Philip Gross, Dale Schultz, Derek Knight and Brian Youngs. Our executive officers are employed as consultants. The consulting agreement can be terminated by the Company without cause upon the payment of thirty-six months’ service fees in lieu of such notice and an amount equal to thirty-six months’ board (Secretary) fees, such service and board (secretary) fees to be paid in a lump sum, immediately upon termination, to the consultant on the sole condition that the consultant delivers to the Company a signed release. In addition, the consulting agreement can be terminated by the consultant, at any time, following a change of control.
Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information. In addition, certain of our executive officers, including our Chief Executive Officer, Philip Gross, have agreed to be bound by non-competition and non-solicitation restrictions set forth in their agreements.
Although as independent contractors our executive officers have been involved in other business activities, we expect that as our business operations ramp up our executive officers will devote substantially all of their time to our business operations.
We expect to enter into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
Compensation of Directors and Officers
Currently, there are no requirements for disclosure of the compensation of officers and directors on an individual basis for our most recently completed fiscal year under Canadian law. For the fiscal year ended June 30, 2020 and June 30, 2021, we paid aggregate cash compensation of C$100,500 (approximately US$81,022) and C$200,858 (approximately US$161,930), respectively, to our directors and executive officers as a group. For the fiscal year ended June 30, 2022, we paid aggregate cash compensation of C$728,008 (approximately US$575,091 based on the average exchange rate of 1.2659), to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. For information regarding share awards granted to our directors and executive officers, see “—Stock Option Plan.”
We plan to pay aggregate cash compensation of US$144,000 and US$820,000 per fiscal year, respectively, to our directors and executive officers as a group.
Stock Option Plan
On May 1, 2019, we established the Snow Lake Resources Ltd. Stock Option Plan, which as amended and restated on October 26, 2021, or the Plan. The purpose of the Plan is to grant stock options, or Options, to encourage eligible persons to remain with our Company and to attract new directors, officers, employees and consultants. The aggregate number of common shares that may be reserved for issuance pursuant to Options under the Plan shall not exceed 2,406,732 common shares. On September 7, 2022, we further amended the Plan to add cashless exercise of the Options under the Plan. Under cashless exercise, a participant may elect to exercise an Option without payment of the aggregate exercise price due on such exercise with written notice to the Company. No fractional common shares will be issued to any participant electing a cashless exercise.
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 the Board of Directors, or the Board. The Board shall have the authority to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed upon the acquisition, sale or other disposition of common shares acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Participant’s rights in respect of an Option or common shares acquired upon exercise of an Option may be forfeited; and to interpret the terms of the Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of the Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan. The Board’s interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon our Company, Eligible Persons, Participants and all other persons.
Eligible Persons: Eligible Persons include Directors, Officers, Employees or Consultants. An Eligible Person may receive Options on more than one occasion and may receive separate Options, with differing terms, on any one or more occasions.
Shares Available Under the Plan: The aggregate number of common shares that may be reserved for issuance pursuant to Options under the Plan shall not exceed 10% of the outstanding common shares at the time of the granting of Options, less the aggregate number of common shares then reserved for issuance pursuant to any other share compensation arrangement.
As of the date of this prospectus, 824,325 of our common shares are reserved for issuance under the Plan, 1,062,407 of our common shares are currently issued and outstanding at an exercise price of US$7.50 per share, and 520,000 of our common shares are currently issued and outstanding at an exercise price of C$2.50 (approximately US$2.02) per share.
Stock Options:
General. Subject to the provisions of the Plan, the Board has the authority to determine all grants of stock options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine. No fractional common shares shall be reserved for issuance under the Plan and the Board may determine the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated.
Option Price. Our Company must not grant Options with an exercise price lower than the greater of the closing market prices of the underlying securities on: (a) the trading day prior to the date of grant of the Options; and (b) the date of grant of the Options.
Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of Common Stock to the holder of the option based upon the fair market value of the shares on the date of exercise.
Expiration of Options. if not previously exercised, an Option will expire on the expiration date established by the administrator at the time of grant. In the case of stock options, such term cannot exceed ten years.
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Blackout Period. The expiration date of an Option shall automatically extend if such expiration date falls within a period, or the blackout period, during which our company prohibits Optionees from exercising their Options to the extent that: (i) the blackout period is formally imposed by our company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information. For greater certainty, in the absence of our company formally imposing a blackout period, the expiration date of any Options will not be automatically extended in any circumstances; (ii) the blackout period must expire upon the general disclosure of the undisclosed material information. The expiration date of the affected Options can be extended to no later than ten business days after the expiry of the blackout period; and (iii) the automatic extension of an Optionee’s Options will not be permitted where the Optionee or our company is subject to a cease trade order (or similar order under securities laws) in respect of our common shares.
Vesting Schedule. Options shall vest as determined by the Board. Options that may be granted to Eligible Persons performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such Options vesting in any three month period.
No Rights as a Shareholder. Nothing in the Plan or any Option shall confer upon a Participant any rights as a shareholder of our company with respect to any of the common shares underlying an Option unless and until such Participant shall have become the holder of such common shares upon exercise of such Option in accordance with the terms of the Plan.
Amendment, Suspension and Termination. The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate the Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of the Participant holding such outstanding Options. If the Plan is suspended or terminated, the provisions of the Plan and any administrative guidelines, rules and regulations relating to the Plan shall continue in effect for the duration of such time as any Option remains outstanding.
Non-Assignability. Options may not be assigned or transferred.
Governing Law. The Plan, all Option Agreements, the grant and exercise of Options thereunder, and the sale, issuance and delivery of common shares thereunder upon exercise of Options are governed by the laws of the Province of Manitoba and the federal laws of Canada. The Courts of the Province of Manitoba shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising under the Plan.
Other Material Provisions: Every Option shall be evidenced by an Option Agreement executed by us and the Participant, which shall, if the participant is an employee, consultant or management company employee, contain a representation and warranty by us and such Participant. In the event of changes in our outstanding common shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the common shares, the Board shall make, as it shall deem advisable and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in: (i) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to the Plan; (ii) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Options, and in the exercise price for such shares or other securities or property; and (iii) the vesting of any Options.
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The following table sets forth certain information with respect to the beneficial ownership of our common shares as of the date of this prospectus for (i) each of our executive officers and directors; (ii) all of our executive officers and directors as a group; and (iii) each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common shares.
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any common shares that such person or any member of such group has the right to acquire within sixty (60) days of the date of this prospectus. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of the date of this prospectus are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person. The percentage of Common Shares beneficially owned after this offering assumes no exercise of the over-allotment option.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o our company, Snow Lake Resources Ltd., 242 Hargrave Street, #1700, Winnipeg, Manitoba R3C 0V1 Canada.
| Common
Shares Beneficially Owned Prior to this Offering(1) | Common Shares Beneficially Owned After this Offering | |||||||||||||||
| Name of Beneficial Owner | Shares | % | Shares | % | ||||||||||||
| Philip Gross, Chief Executive Officer and Chairman of the Board(2) | 637,658 | 3.48 | % | 637,658 | 2.25 | % | ||||||||||
| Keith Li, Chief Financial Officer(3) | 0 | 0 | % | 0 | 0 | |||||||||||
| Dale Schultz, VP of Resource Development and Director(4) | 400,489 | 2.19 | % | 400,489 | 1.41 | % | ||||||||||
| Derek Knight, Chief Operating Officer(5) | 1,136,313 | 6.21 | % | 1,136,313 | 4.02 | % | ||||||||||
| Brian Youngs, Vice President, Exploration(6) | 72,000 | * | 72,000 | * | ||||||||||||
| Hadassah Slater, Director(7) | 55,000 | * | 55,000 | * | ||||||||||||
| Allan David Engel, Director(8) | 55,000 | * | 2,356,459 | * | ||||||||||||
| Nachum Labkowski, Director(9) | 252,882 | 1.39 | % | 252,882 | * | |||||||||||
| All executive officers and directors (8 persons) | 2,609,341 | 13.35 | % | 2,609,341 | 8.83 | % | ||||||||||
| Nova Minerals Limited(10) | 6,600,000 | 36.82 | % | 6,600,000 | 23.63 | % | ||||||||||
| * | Less than 1% |
| (1) | As of the date of this prospectus, a total of 17,924,758 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 240,000 restricted common shares and options for the purchase of 397,658 common shares exercisable within 60 days. Temple Global Asset Management LLC, a Delaware limited liability company (“Temple Global”) was granted options to purchase 397,658 common shares on November 21, 2021. Mr. Gross, in his capacity as the Chief Executive Officer of Temple Global, has the power to vote and the power to direct the disposition of all securities held by Temple Global. The address of Temple Global is 322 West 72nd Street, New York, New York, 10023. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All 397,658 shares of the options are exercisable within 60 days of the date of this prospectus. |
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| (3) | Currently holds no shares or options |
| (4) | Consists of 8,000 restricted common shares, warrants for the purchase of 4,000 common shares exercisable within 60 days and options for the purchase of 388,489 common shares exercisable within 60 days. DJS Consulting Inc, a sole proprietorship (“DJS”) was granted options to purchase 160,000 options on May 25, 2019 having a weighted exercise price of C$2.50 and a term of five years. DJS was also granted 228,489 common shares on November 21, 2021 having a weighted average exercise price of US$7.50 per share and a term of five years. The November 21, 2021 options are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All 388,489 shares of the options are exercisable within 60 days of the date of this prospectus. Mr. Schultz, in his capacity as the sole proprietor of DJS, has the power to vote and the power to direct the disposition of all securities held by DJS. The address of DJS is 31 Spruce Drive, Temagami Ontario, Canada. |
| (5) | Consists of 681,738 restricted common shares, warrants for the purchase of 84,285 common shares exercisable within 60 days and options for the purchase of 228,489 common shares exercisable within 60 days. Mr. Knight was granted option to purchase 140,000 common shares on May 25, 2019 at a weighted average exercise price of C$2.50 for five years. Surge Wealth Inc., an Ontario corporation (“Surge Wealth”) was granted options to purchase 228,489 common shares on November 21, 2021. Mr. Knight, in his capacity as the President and Director of Surge Wealth, has the power to vote and the power to direct the disposition of all of the securities held by Surge Wealth. The address of Surge Wealth is 522 Ryerse Blvd, Simcoe, ON, CA. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All 228,489 of the options are exercisable within 60 days of the date of this prospectus. |
| (6) | Consists of 8,000 restricted common shares, warrants for the purchase of 4,000 common shares exercisable within 60 days and options for the purchase of 60,000 common shares exercisable within 60 days. |
| (7) | Consists of options for the purchase of 55,000 common shares exercisable within 60 days. Ms. Slater was granted options to purchase 55,000 common shares on November 21, 2021. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All 55,000 of the options are exercisable within 60 days of the date of this prospectus. |
| (8) | Consists of options for the purchase of 55,000 common shares exercisable within 60 days. Mr. Engel was granted options to purchase 55,000 common shares on November 21, 2021. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. All 55,000 of the options are exercisable within 60 days of the date of this prospectus. |
| (9) | Consists of options for the purchase of 252,882 common shares exercisable within 60 days. Mr. Labkowski was granted options to purchase 160,000 common shares on May 25, 2019, and options to purchase 97,771 common shares on November 21, 2021. The May 25, 2019 options have a weighted average exercise price of C$2.50 per share and a term of five years. The options issued on November 21, 2021 have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such Options vesting in any three-month period. 97,771 of the options are exercisable within 60 days of the date of this prospectus.
|
| (10) | Christopher Gerteisen is the Chief Executive Officer of Nova and has voting and investment power over the securities held by it. Mr. Gerteisen disclaims beneficial ownership of the shares held by Nova except to the extent of his pecuniary interest, if any, in such shares. The address of Nova is Suite 602, 566 St Kilda Road, Melbourne, Victoria 3004 Australia. |
None of our major shareholders have different voting rights from other shareholders. As noted in the table above, Nova holds approximately 36.82% of our outstanding common shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
See “Description of Share Capital—History of Securities Issuances” for historical changes in our shareholding.
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In addition to the compensation arrangements discussed under “Management,” the following is a description of the material terms of those transactions with related parties to which we are party and which we are required to disclose pursuant to the disclosure rules of the SEC.
As of June 30, 2021 and 2020, we had C$236,402 (approximately US$190,585) and C$205,648 (approximately US$165,792), respectively, due to our major shareholder, Nova. This money was lent to us by Nova Minerals to fund our startup as well as ongoing accounting, legal and general corporate costs. This loan has since been repaid in full.
On March 8, 2019, we entered into a deed of assignment of debt with Nova and Thompson Bros to facilitate the reassignment of the related party loan from Nova to our company. Thereby, we are now a party to an amount owing from Thompson Bros amounting to C$1,519,013 (approximately US$1,224,615). In consideration for the assignment, we issued one of our common shares to Nova. The related party loan is non-interest bearing and with no fixed repayment date or terms.
Nova, our largest shareholder, advanced us approximately $250,000 at a nominal interest rate, which funds were used to make our first premium payment for our directors’ and officers’ insurance. We repaid this amount upon the completion of our initial public offering.
During the three and six months ended December 31, 2021 and 2020, the Company made payments to directors and officers, or to companies associated with these individuals, which are classified under the following categories:
Consulting fees paid to officers & directors:
| Three Months Ended | Six Months Ended | |||||||||||||||
| Periods ended December 31, | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Directors & Officers consulting fees | C$ | 173,671 | C$ | 45,593 | C$ | 238,102 | C$ | 71,093 | ||||||||
| Exploration and evaluation expenditures | 50,563 | - | 62,563 | - | ||||||||||||
| C$ | 224,234 | C$ | 45,593 | C$ | 300,665 | C$ | 71,093 | |||||||||
Management consulting fees are paid to companies controlled by the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”).
Included under Other Interest and Charges there are C$24,762 (USD 20,000) related to a short-term loan charge paid to Nova Minerals Limited.
All related party balances payable, for services and business expense reimbursements rendered as of December 31, 2021 and June 30, 2021, are non-interest bearing and payable on demand, and are comprised of the following:
| December 30, 2021 | June 30, 2021 | |||||||
| Payable to Nova Minerals | C$ | 233,299 | C$ | 236,402 | ||||
| Payable to officers & directors | 16,271 | 43,240 | ||||||
| C$ | 249,570 | C$ | 279,642 | |||||
In January 2022, as part of the CEO’s compensation package, the company issued the following RSU to its CEO:
| ● | 70,000 Restricted Share Units awarded for increasing the Snow Lake Lithium™ resource to above 12Mt lithium at or above 1% Li20 and at or above a cutoff grade of 0.43% Li20; |
| ● | 120,000 Restricted Share Units awarded for successful completion of IPO; and |
| ● | 50,000 RSU units related to the completion of a preliminary economic assessment of Snow Lake Lithium™ property. |
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General
The following is a description of the material terms of our share capital as set forth in our articles of incorporation, as amended, and certain related sections of the Corporations Act (Manitoba). For more detailed information, please see our articles of incorporation and amendments thereto, which are filed as exhibits to the registration statement of which this prospectus forms a part.
As of the date of this prospectus, we had 17,924,758 common shares issued and outstanding held by 196 holders as shown on our shareholder list dated as of September 18, 2022.
Our share capital consists of an unlimited number of common shares, no par value per share, of which 17,924,758 are issued and outstanding, and an unlimited number of preferred shares, issuable in series, no par value per share, none of which are issued and outstanding.
Share Capital
Common Shares
Our articles of incorporation, as amended by our articles of amendment on October 7, 2021, deleted all references to our Class A, Class B, Class C and Class D common shares and all of our outstanding Class A common shares were reclassified as common shares. There are no Class B, Class C or Class D common shares issued and outstanding.
Under our amended articles of incorporation, the holders of our common shares are entitled to one vote for each share held at any meeting of the shareholders. Subject to the prior rights of the holders of our preferred shares, the holders of our common shares are entitled to receive dividends as and when declared by our board of directors. See “Dividend Policy.” Subject to the prior payment to the holders of our preferred shares, in the event of our liquidation, dissolution or winding-up or other distribution of our assets among our shareholders, the holders of our common shares are entitled to share pro rata in the distribution of the balance of our assets. Holders of common shares have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common shares. There are no provision in our amended articles requiring holders of common shares to contribute additional capital, or permitting or restricting the issuance of additional securities or any other material restrictions. The rights, preferences and privileges of the holders of common shares will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred shares that we may designate in the future.
Preferred Shares
Our articles of incorporation, as amended by our articles of amendment on October 7, 2021, deleted all references to our Class A, Class B and Class C preferred shares. Under our amended articles of incorporation, we are authorized to issue, without shareholder approval, an unlimited number of preferred shares, and subject to the provisions of the MCA, having the rights, privileges, restrictions and conditions, including dividend and voting rights, as set out in the articles, and such rights and privileges, including dividend and voting rights, may be superior to those of the common shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our common shares and the voting and other rights of the holders of common shares. We have no current plans to issue any preferred shares.
Warrants
See “—History of Securities Issuances” below for a description of the warrants that we have issued in connection with our private placements.
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Options
We have granted to employees, consultants and directors options to purchase 1,582,407 common shares under our 2019 stock option plan and we currently have 824,325 remaining options available for issuance under our amended and restated stock option plan adopted on October 26, 2021. See “Management—Stock Option Plan.”
History of Securities Issuances
Upon our incorporation, on May 25, 2018, we issued 100 common shares to our major shareholder, Nova, for a total purchase price of C$1.00 (approximately US$0.81).
On November 29, 2018, we closed a private placement financing, pursuant to which we issued 800,000 units at a price of C$1.25 (approximately US$1.01) per unit for aggregate gross proceeds of C$1,000,000 (approximately US$734,538). Each unit is comprised of one common share and a warrant for the purchase of one-half of one (1/2) common share at an exercise price of C$1.50 (approximately US$1.21) per whole common share. The warrants may be exercised at any time until the earlier of (i) five years after the date of issuance or (ii) two years from the completion of a liquidity transaction, which is defined as a business combination with a public company pursuant to a reverse take-over, merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale or exchange of assets or similar transaction, or an initial public offering. We also issued warrants for the purchase of 32,000 common shares to the broker. This warrant has an exercise price of C$1.25 (approximately US$1.01) and may also be exercised at any time until the earlier of (i) five years after the date of issuance or (ii) two years from the completion of a liquidity transaction.
On December 31, 2018, we closed a private placement financing, pursuant to which we issued 142,856 units at a price of C$1.75 (approximately US$1.41) per unit for aggregate gross proceeds of C$250,000 (approximately US$201,548). Each unit is comprised of one common share and a warrant for the purchase of one-half of one (1/2) common share at an exercise price of C$2.25 (approximately US$1.81) per whole common share. The warrants may be exercised at any time until the earlier of (i) five years after the date of issuance or (ii) two years from the completion of a liquidity transaction (as defined above). If, following the closing of our initial public offering, the closing price of our common shares is equal to or greater than C$3.75 for any 20 consecutive trading days, we may, upon providing written notice to the holders of these warrants, accelerate the expiry date of the warrants to the date that is 30 days following the date of such written notice.
On March 8, 2019, we issued 9,599,980 common shares to Nova Minerals in connection with our acquisition from Nova of all of the common shares of Thompson Bros. See “Corporate History and Structure” for more information regarding this transaction.
On March 15, 2019, we closed a private placement financing, pursuant to which we issued 65,107 units at a price of C$1.75 (approximately US$1.41) per unit for aggregate gross proceeds of C$113,938 (approximately US$91,856). Each unit is comprised of one common share and a warrant for the purchase of one-half of one (1/2) common share at an exercise price of C$2.25 (approximately US$1.81) per whole share. These warrants may be exercised at any time until March 15, 2021.
On March 28, 2019, we issued one common share to Nova in relation to the intercompany loan re-assignment described under “Related Party Transactions” above.
On April 12, 2019, we issued 2,100,000 common shares to Progressive Planet and 300,000 common shares to Strider Resources in connection with our acquisition of the Snow Lake Lithium™ property. See “Corporate History and Structure” for more information regarding this transaction.
On May 25, 2019, we issued to certain of our officers and directors options to acquire 1,040,000 of our common shares. Some of those options have since been terminated; options to purchase 820,000 of our common shares remain outstanding. Each option provides the option holder the right to purchase one of our common shares until May 24, 2023, as an exercise price of C$2.50 per share.
On February 11, 2020, we issued 50 common shares on the exercise of a warrant for proceeds of C$113 (approximately US$91).
On January 1, 2021, Philip Gross became our Chief Executive Officer. Under our consulting agreement with Mr. Gross, we agreed to issue to him up to 240,000 of our restricted common shares under the following conditions: (i) 50,000 restricted share units are to be awarded to Mr. Gross on completion of an initial assessment of the Snow Lake Lithium™ property, (ii) 70,000 restricted share units to be awarded upon increasing the Snow Lake Lithium™ property resource to above 12Mt lithium at or above 1% Li20 and at or above a cut-off grade of 0.4% Li20; and (iii) 120,000 restricted share units awarded upon the completion of our initial public offering.
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On February 8, 2021, we conducted an initial closing of a private placement offering of our unsecured convertible debentures in which we sold C$470,000 (approximately $378,910) in principal amount of the convertible debentures. On February 22, 2021, we conducted a second and final closing of this offering in which we sold C$350,000 (approximately $282,167) in principal amount of the convertible debentures. The convertible debentures, which were issued with an original issue discount of 5%, bear interest on the unpaid principal amount at a rate equal to the greater of 12% per annum, and (ii) the WSJ prime rate plus 7%, calculated and added to the principal amount annually, payable in cash in arrears on the maturity date. The convertible debenture matures on the earlier of (i) December 23, 2022, (ii) the date that we complete a public offering, and (iii) such earlier date as the principal amount of the debentures may become due, subject to and in accordance with the terms, conditions and provisions of the debentures, and further subject to extension upon mutual agreement of the parties. The convertible debentures entitle the purchasers to receive warrants to purchase a number of our common shares equal to 50% of the number of our common shares issuable upon conversion of the convertible debentures and at the time of the closing of this private placement, we issued to the debenture holders a total of 361,098 warrants to purchase Common Shares. Each warrant entitles the holder to purchase our common shares at an exercise price of C$1.50 (approximately $1.21) per share and expires on the earlier of five years from the date of issuance and two years after the closing of our initial public offering. Pursuant to the terms and conditions of section 6(h) of the debenture subscription agreement, the debenture holder has the registration rights that would require us to include the debentures, common shares, and warrants (i) not previously sold or transferred by the debenture holder; or (ii) not otherwise able to be freely sold by the debenture holder. Pursuant to section 15 of the debenture, the debenture holder also has participation rights to subscribe for and purchase the securities offered in our initial public offering, at the initial public offering price, up to an amount of the Common Shares equal to the debenture holder’s principal amount. We received written waivers, dated October 26, 2021, from all of the debenture holders under which the debenture holders agreed to waive notice rights, registration rights and participation rights under the subscription agreements and related documents for the unsecured convertible debentures. On October 30, 2021, we entered into a note conversion agreement, which we refer to as the Conversion Agreement, with all of the debenture holders relating to the conversion of their unsecured convertible debentures into our common shares. Pursuant to the Conversion Agreement, the entire principal amount and accrued but unpaid interest as of October 31, 2021 of the debentures were converted into our common shares upon the closing of our initial public offering at a price that is equal to the lesser of (i) C$1.25 (approximately US$1.01) per share or (ii) a 20% discount to the price at which we sell securities in our initial public offering, for an aggregate number of 751,163 shares. Upon execution of the Conversion Agreement, all the holders of the debentures also agreed to waive their rights to receive the payment of accrued and outstanding interest under the debentures and will instead convert the accrued and outstanding interest into the common shares of the Company. A form of the Conversion Agreement is filed as an exhibit to this registration statement.
Between March 10, 2021 and March 15, 2021, we issued 2,170 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$4,883 (approximately US$3,937).
On November 21, 2021, we granted options to purchase 1,269,386 common shares to our directors and officers under our Stock Option Plan. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than1/4 of such options vesting in any three-month period.
On November 23, 2021, we issued 3,680,000 common shares at US$7.50 per share in connection with our initial public offering.
On November 30, 2021, we issued 159,736 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$239,604 (approximately US$193,229.03).
Between January 01, 2022 and January 10, 2022, we issued 240,000 of our common shares upon the issuance of shares to the CEO Philip Gross in accordance with the RSU package approved by the Company’s board of directors.
On April 08, 2022, we issued 42,105 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$63,157.50 (approximately US$50,933.47)
On April 28, 2022, we issued 21,052 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$31,578 (approximately US$25,466.13)
On June 15, 2022, we issued 10,000 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$15,000 (approximately US$12,096.77)
On July 06, 2022, we issued 10,526 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$15,789 (approximately US$12,733.06)
Limitation of Liability and Indemnification of Directors and Officers
Under the MCA, we may indemnify our current or former directors or officers or another individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity which the Company is or was a shareholder or creditor of, 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 his or her association with us or another entity. The MCA also provides that we may also advance moneys to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below.
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However, indemnification is prohibited under the MCA unless the individual:
| ● | acted honestly and in good faith with a view to our best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request; and |
| ● | 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 his or her conduct was lawful; |
Our bylaws require us to indemnify each of our current or former directors and officers and each individual who acts or acted at our request as a director or officer of another entity which the Company is or was a shareholder or creditor of, as well as their respective heirs and successors, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they were made a party by reason of being or having been a director or officer, except as may be prohibited by the MCA.
We have entered into indemnity agreements with our directors and our executive officers which provide, among other things, that we will indemnify our directors and executive officers to the fullest extent permitted by law from and against all liabilities, costs, charges and expenses incurred as a result of our directors and executive officers actions in the exercise of their duties as a director or officer; provided that, we shall not indemnify such individuals if, among other things, they did not act honestly and in good faith with a view to our best interests and, in the case of a criminal or penal action, the individuals did not have reasonable grounds for believing that their conduct was lawful.
At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification would be required or permitted.
Material differences between Manitoba Corporate Law and Delaware General Corporation Law
Our corporate affairs are governed by our articles of incorporation and bylaws and the provisions of the MCA. The MCA differs from the various state laws applicable to U.S. corporations and their stockholders. The following is a summary of the material differences between the MCA and the Delaware General Corporation Law, or DGCL. This summary is qualified in its entirety by reference to the DGCL, the MCA and our governing corporate instruments.
Number and Election of Directors
Under the DGCL, the board of directors must consist of at least one number. The number of directors shall be fixed by the bylaws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall only be made by an amendment of the certificate of incorporation. Under the DGCL, directors are elected at annual stockholder meetings by a plurality vote of the stockholders, unless a shareholder-adopted bylaw prescribes a different required vote.
Under the MCA, the board of directors must consist of at least three members, at least two of whom shall not be officers or employees of us or our affiliates, so long as Snow Lake remains a “distributing corporation” for purposes of the MCA, which includes a corporation whose securities are listed on a recognized stock exchange, in or outside Canada. Under the MCA, the shareholders of a corporation elect directors by ordinary resolution at each annual meeting of shareholders at which such an election is required.
Director Qualifications
Delaware law does not have director residency requirements comparable to those of the MCA. Delaware law permits a corporation to prescribe qualifications for directors under its certificate of incorporation or bylaws.
Under the MCA, a director is not required to hold a share in our capital as qualification for his or her office but must be qualified as required by the MCA to become, act or continue to act as a director. The MCA provides that the following persons are disqualified from being a director of a corporation: (i) a person who is less than 18 years of age; (ii) a person who is of unsound mind and has been so found by a court in Canada or elsewhere; (iii) a person who is not an individual; and (iv) a person who has the status of a bankrupt. Further, the MCA provides that at least 25% of the directors of the company must be resident Canadians, or at least one of the directors if the company has less than four directors.
Vacancies on the Board of Directors
Under the DGCL, vacancies and newly created directorships resulting from an increase in the authorized number of directors, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
Under the MCA, vacancies that exist on the board of directors may be filled by the board of directors if the remaining directors constitute a quorum, unless the vacancy results from an increase in the number or in the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles, in which case, or if the remaining directors do not constitute a quorum, the remaining directors shall call a meeting of shareholders to fill the vacancy.
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Transactions with Directors and Officers
The DGCL generally provides that no transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if (i) the material facts as to the director’s or officer’s interest and as to the transaction are known to the board of directors or the committee, and the board or committee in good faith authorizes the transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material facts as to the director’s or officer’s interest and as to the transaction are disclosed or are known to the stockholders entitled to vote thereon, and the transaction is specifically approved in good faith by vote of the stockholders; or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.
The MCA requires that a director or officer of a corporation who is: (i) a party to a contract or transaction or proposed contract or transaction with the corporation; or (ii) a director or an officer, a person acting in a similar capacity, of a party to a contract or transaction or proposed contract or transaction, or (iii) has a material interest in, any person who is a party to a contract or transaction or proposed contract or transaction with the corporation, shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors (or committees of directors) the nature and extent of his or her interest. An interested director is prohibited from attending the part of the meeting during which the contract or transaction is discussed and is prohibited from voting on a resolution to approve the contract or transaction except in specific circumstances, such as a contract or transaction relating primarily to his or her remuneration as a director, a contract or transaction for indemnification or liability insurance of the director, or a contract or transaction with an affiliate of the corporation.
If a director or officer does not disclose his or her interest in accordance with the MCA, or (in the case of a director) votes in respect of a resolution on a contract or transaction in which he or she is interested contrary to the MCA, the corporation or a shareholder may ask the court to set aside the contract or transaction, according to the conditions the court sees fit. However, if a director or officer has disclosed his or her interest in accordance with the MCA and the contract or transaction was reasonable and fair to the corporation at the time it was approved by the directors, the contract or transaction is not invalid by reason only of the interest of the director or officer or that the director is present at or is counted to determine the presence of a quorum at the meeting of directors that authorized the contract or transaction.
Limitation on Liability of Directors
The DGCL permits a corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for a breach of the director’s fiduciary duty as a director, except for liability: (i) for breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL which concerns unlawful payment of dividends, stock purchases or redemptions; or (iv) for any transaction from which the director derived an improper personal benefit.
The MCA does not permit the limitation of a director’s liability as the DGCL does. However, the MCA provides that the corporation may indemnify directors and officers against liabilities incurred in the course of their duties and may purchase and maintain insurance against any liability incurred by the individual in their capacity as a director or officer. Further, the MCA provides that an officer or director is entitled to indemnity from a corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation, if the person seeking indemnity (i) was substantially successful on the merits in his or her defence of the action or proceeding, and (ii) he or she acted honestly and in good faith with a view to the best interest of the corporation, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. A director may also limit his liability by having his dissent entered into the minutes in respect of a decision or, by resigning from the board.
Call and Notice of Shareholder Meetings
Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting.
Under the DGCL, an annual or special stockholder meeting is held on such date, at such time and at such place as may be designated by the board of directors or any other person authorized to call such meeting under the corporation’s certificate of incorporation or bylaws. If an annual meeting for election of directors is not held on the date designated or an action by written consent to elect directors in lieu of an annual meeting has not been taken within 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the later of the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.
Under the MCA, written notice of the shareholders must be given to each shareholder entitled to vote at the meeting not less than twenty-one nor more than fifty days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting. Notice of a meeting of shareholders at which special business is to be transacted must state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (b) the text of any special resolution to be submitted to the meeting.
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Under the MCA, an annual meeting of shareholders must be held no later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year. Under the MCA, the directors of a corporation may call a special meeting at any time. A corporation may apply to the court for an order extending the time for calling an annual meeting.
In addition, holders of not less than five percent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.
Shareholder Action by Written Consent
Under the DGCL, a majority of the stockholders of a corporation may act by written consent without a meeting unless such action is prohibited by the corporation’s certificate of incorporation.
Under the MCA, a written resolution signed by all the shareholders of a corporation who would have been entitled to vote on the resolution at a meeting is effective to approve the resolution.
Shareholder Nominations and Proposals
Under the MCA, a shareholder entitled to vote at a shareholders’ meeting may submit a shareholder proposal relating to matters which the shareholder wishes to propose and discuss at a shareholders’ meeting and, subject to certain exceptions, such shareholder’s compliance with the prescribed time periods and other requirements of the MCA pertaining to shareholder proposals, the corporation is required to include such proposal in the information circular pertaining to the meeting for which it solicits proxies. Notice of such a proposal must be provided to the corporation at least 90 days before the anniversary date of the last annual shareholders’ meeting.
In addition, the MCA requires that any shareholder proposal that includes nominations for the election of directors must be signed by one or more holders of shares representing in the aggregate not less than five percent of the shares or five percent of the shares of a class or series of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.
The DGCL does not have a comparable provision.
Amendment of Governing Instrument
Generally, under the DGCL, the affirmative vote of the holders of a majority of the outstanding stock entitled to vote is required to approve a proposed amendment to the certificate of incorporation, following the adoption of the amendment by the board of directors of the corporation, provided that the certificate of incorporation may provide for a greater vote. Under the DGCL, holders of outstanding shares of a class or series are entitled to vote separately on an amendment to the certificate of incorporation if the amendment would have certain consequences, including changes that adversely affect the rights and preferences of such class or series.
Under the DGCL, after a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be vested in the stockholders entitled to vote; provided, however, that any corporation nay, in its certificate of incorporation, provide that bylaws may be adopted, amended or repealed by the board of directors. The fact that such power has been conferred upon the board of directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal the bylaws.
Under the MCA, amendments to the articles of incorporation generally require the approval of not less than two-thirds of the votes cast by shareholders entitled to vote on the resolution. Specified amendments may also require the approval of other classes of shares. If the amendment is of a nature affecting a particular class or series in a manner requiring a separate class or series vote, that class or series is entitled to vote on the amendment whether or not it otherwise carries the right to vote.
Under the MCA, the directors may, by resolution, make, amend or repeal any bylaws that regulate the business or affairs of a corporation and they must submit the bylaw, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the bylaw, amendment or repeal.
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Votes on Mergers, Consolidations and Sales of Assets
The DGCL provides that, unless otherwise provided in the certificate of incorporation or bylaws, the adoption of a merger agreement requires the approval of a majority of the outstanding stock of the corporation entitled to vote thereon.
Under the MCA, certain extraordinary corporate actions, such as amalgamations (other than with certain affiliated corporations), continuances and sales, leases or exchanges of the property of a corporation if as a result of such alienation the corporation would be unable to retain a significant part of its business activities, and other extraordinary corporate actions such as liquidations, dissolutions and (if ordered by a court) arrangements, are required to be approved by “special resolution” of the shareholders.
A “special resolution” is a resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on the resolution. In specified cases, a special resolution to approve the extraordinary corporate action is also required to be approved by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights.
Dissenter’s Rights of Appraisal
Under the DGCL, a stockholder of a Delaware corporation generally has the right to dissent from a merger or consolidation in which the Delaware corporation is participating, subject to specified procedural requirements, including that such dissenting stockholder does not vote in favor of the merger or consolidation. However, the DGCL does not confer appraisal rights, in certain circumstances, including if the dissenting stockholder owns shares traded on a national securities exchange and will receive publicly traded shares in the merger or consolidation. Under the DGCL, a stockholder asserting appraisal rights does not receive any payment for his or her shares until the court determines the fair value or the parties otherwise agree to a value. The costs of the proceeding may be determined by the court and assessed against the parties as the court deems equitable under the circumstances.
Under the MCA, each of the following matters listed will entitle shareholders to exercise rights of dissent and to be paid the fair value of their shares: (i) any amalgamation with another corporation (other than with certain affiliated corporations), (ii) an amendment to the corporation’s articles to add, change or remove any provisions restricting or constraining the issue or transfer of that class of shares, (iii) an amendment to the corporation’s articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on, (iv) a continuance under the laws of another jurisdiction, (v) a sale, lease or exchange of all or substantially all the property of the corporation other than in the ordinary course of business, (vi) an amendment to the corporation’s articles to convert the corporation from a corporation with share capital into a corporation without share capital (or vice versa), (vii) where a court order permits a shareholder to dissent in connection with an application to the court for an order approving an arrangement, (viii) certain amendments to the articles of a corporation which require a separate class or series vote by a holder of shares of any class or series.
However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy, unless otherwise authorized by the court. The MCA provides these dissent rights for both listed and unlisted shares.
Under the MCA, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act or omission of a corporation which is oppressive or unfairly prejudicial to or that unfairly disregards a shareholder’s interests.
Oppression Remedy
The MCA provides an oppression remedy that enables a court to make any order, whether interim or final, to rectify matters that are oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director or officer of the corporation if an application is made to a court by a “complainant”. An “complainant” with respect to a corporation means any of the following: (i) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates; (ii) a present or former officer or director of the corporation or any of its affiliates; (iii) the director appointed pursuant to the MCA; and (iv) any other person who in the discretion of the court has the interest to make the application.
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The oppression remedy provides the court with very broad and flexible powers to intervene in corporate affairs to protect shareholders and other complainants by making any interim or final order that it thinks fit including, without limiting the foregoing, (i) an order restraining the conduct complained of, (ii) an order appointing a receiver or receiver-manager, (iii) an order to regulate the corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholders agreement, (iv) an order directing an issue or exchange of securities, (v) an order appointing directors in place of or in addition to all or any of the directors then in office, (vi) an order directing a corporation, subject to certain restrictions, or any other person, to purchase securities of a security holder, (vii) an order directing the corporation, subject to certain restrictions, or any other person, to pay to a security holder any part of the moneys paid by him or her for securities, (viii) an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract, (ix) an order requiring the corporation, within a time specified by the court, to produce to the court or an interested person financial statements, (x) an order compensating an aggrieved person, or (xi) an order liquidating and dissolving the corporation. While conduct that is in breach of fiduciary duties of directors or that is contrary to the legal right of a complainant will normally trigger the court’s jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of those legal and equitable rights. Furthermore, the court may order a corporation to pay the interim costs, including legal fees and disbursements, of an applicant seeking an oppression remedy, but the applicant may be held accountable for interim costs on final disposition of the complaint. The DGCL does not provide for a similar remedy.
Shareholder Derivative Actions
Under Delaware law, stockholders may bring derivative actions on behalf of, and for the benefit of, the corporation. The plaintiff in a derivative action on behalf of the corporation either must be or have been a stockholder of the corporation at the time of the transaction or must be a stockholder who became a stockholder by operation of law in the transaction regarding which the stockholder complains.
Under the MCA, a complainant may apply to a court for leave to bring an action in the name of, and on behalf of, the corporation or its subsidiary, or to intervene in an existing action to which the corporation or its subsidiary is a party, for the purpose of prosecuting, defending or discontinuing an action on behalf of the corporation or on behalf of its subsidiary. Under the MCA, no action may be brought and no intervention in an action may be made unless a court is satisfied that: (i) the complainant has given the required notice to the directors of the corporation or of the subsidiary, as applicable, of the shareholder’s intention to apply to the court if the directors do not bring, diligently prosecute or defend or discontinue the action; (ii) the complainant is acting in good faith; (iii) it appears to be in the best interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.
Under the MCA, the court in a derivative action may make any order it thinks fit including, without limiting the generality of the foregoing, (i) an order authorizing the complainant or any other person to control the conduct of the action, (ii) an order giving directions for the conduct of the action, (iii) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary, and (iv) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.
Anti-Takeover and Ownership Provisions
Unless an issuer opts out of the provisions of Section 203 of the DGCL, Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with a holder of 15% or more of the corporation’s voting stock (as defined in Section 203), referred to as an interested stockholder, for a period of three years after the date of the transaction in which the interested stockholder became an interested stockholder, except as otherwise provided in Section 203. For these purposes, the term “business combination” includes mergers, assets sales and other similar transactions with an interested stockholder.
Rules and policies of certain Canadian securities regulatory authorities, including the Manitoba Securities Commission, such as Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions, or Multilateral Instrument 61-101, contain requirements in connection with, among other things, ‘related party transactions” and “business combinations”, including, among other things, any transaction by which an issuer directly or indirectly engages in the following with a related party: acquires, sells, leases or transfers an asset, acquires the related party, acquires or issues treasury securities, amends the terms of a security if the security is owned by the related party or assumes or becomes subject to a liability or takes certain other actions with respect to debt.
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Under Multilateral Instrument 61-101, the term “related party” includes directors, senior officers and holders of more than 10% of the voting rights attached to all outstanding voting securities of the issuer or holders of a sufficient number of any securities of the issuer to materially affect control of the issuer.
Multilateral Instrument 61-101 requires, subject to certain exceptions, the preparation of a formal valuation relating to certain aspects of the transaction and more detailed disclosure in the proxy material sent to security holders in connection with related party transaction including related to the valuation. Multilateral Instrument 61-101 also required, subject to certain exceptions, that an issuer not engage in a related party transaction unless the shareholders of the issuer, other than the related parties, approve the transaction by a simple majority of the votes cast.
Multilateral Instrument 62-104 provides that a take-over bid is triggered when a person makes “an offer to acquire voting securities or equity securities of a class made to one or more persons … where the securities subject to the offer to acquire, together with the offeror’s securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire...” When a take-over bid is triggered, an offeror must comply with certain requirements. These include, among other things, making the offer of identical consideration to all holders of the class of security that is the subject of the bid; making a public announcement of the bid in a newspaper; and sending out a bid circular to security holders which explains the terms and conditions of the bid. Directors of an issuer whose securities are the subject of a take-over bid are required to evaluate the proposed bid and circulate a directors’ circular indicating whether they recommend to accept or reject the bid or are not making a recommendation regarding the bid. Strict timelines must be adhered to.
Multilateral Instrument 62-104 further requires that whenever a person acquires beneficial ownership of, or control or direction over, voting or equity securities of any class of a reporting issuer or securities convertible into voting or equity securities of any class of a reporting issuer that, together with the person’s securities of that class, would constitute 10% or more of the outstanding securities of that class, the person must file a press release announcing that fact and file an “early warning report” with applicable Canadian securities regulators. An additional news release and report must be filed at each instance the person acquires an additional 2% or more of the outstanding securities or securities convertible into 2% or more of the outstanding securities.
An “issuer bid” is defined in Multilateral Instrument 62-104 to be “an offer to acquire or redeem securities of an issuer made by the issuer to one or more persons.” Similar requirements to a takeover bid exist for issuer bids. Multilateral Instrument 62-104 also contains a number of exemptions to the take-over bid and issuer bid requirements
Other Important Provisions in our Articles of Incorporation and Bylaws
The following is a summary of certain important provisions of our articles of incorporation, as amended, and our bylaws, as amended. Please note that this is only a summary, is not intended to be exhaustive and is qualified in its entirety by reference to our articles of incorporation and bylaws. For further information, please refer to the full version of our articles of incorporation and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.
Objects and Purposes of the Company
Our articles of incorporation do not contain and are not required to contain a description of our objects and purposes. There is no restriction contained in our articles of incorporation on the business that we may carry on.
Directors
Interested Transactions
The MCA states that a director must disclose to us, in accordance with the provisions of the MCA, the nature and extent of an interest that the director has in a material contract or material transaction, whether made or proposed, with us, if the director is a party to the contract or transaction, is a director or an officer or an individual acting in a similar capacity of a party to the contract or transaction, or has a material interest in a party to the contract or transaction.
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A director who holds an interest in respect of any material contract or transaction into which we have entered or propose to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless the contract or transaction:
| ● | relates primarily to the director’s remuneration as a director, officer, employee or agent of us or an affiliate; |
| ● | is for indemnity or insurance otherwise permitted under the MCA; or |
| ● | is with an affiliate. |
Remuneration of Directors
The MCA provides that the remuneration of our directors, if any, may be determined by our directors subject to our articles of incorporation and bylaws. That remuneration may be in addition to any salary or other remuneration paid to any of our employees who are also directors.
Age Limit Requirement
Neither our articles of incorporation nor the MCA impose any mandatory age-related retirement or non-retirement requirement for our directors.
Share Ownership
Neither our articles of incorporation nor the MCA provide that a director is required to hold any of our shares as a qualification for holding his or her office. Our board of directors has discretion to prescribe minimum share ownership requirements for directors.
Quorum
Under our bylaws, the quorum for the transaction of business at a meeting of our board of directors is a majority of the number of directors or the minimum number of directors required by our articles of incorporation or by a resolution of the shareholders.
Borrowing Powers
Pursuant to our bylaw relating to the borrowing powers of our directors, our board of directors may: (i) borrow money upon our credit in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise; (ii) issue debentures or other securities; (iii) sell, pledge or hypothecate debentures or other securities in such amounts as may be deemed expedient; (iv) mortgage, hypothecate, give as security or as guaranty, any or all real property, whether movable or immovable, as well as other rights and undertakings, present or future, of our company, to secure any debenture or other assets, present or future, of our company or for the repayment of all or any money borrowed or to be borrowed or other obligations or liabilities, present or future, of our company.
Action Necessary to Change the Rights of Holders of Our Shares
Our shareholders can authorize the amendment of our articles of incorporation to create or vary the special rights or restrictions attached to any of our shares by passing a special resolution. However, a right or special right attached to any class or series of shares may not be prejudiced or interfered with unless the shareholders holding shares of that class or series to which the right or special right is attached consent by a separate special resolution. A special resolution means a resolution passed by: (1) a majority of not less than two-thirds of the votes cast by the applicable class or series of shareholders who vote in person or by proxy at a meeting or (2) a resolution consented to in writing by all of the shareholders entitled to vote.
Shareholder Meetings
We must hold an annual general meeting of our shareholders at least once every year at a time and place determined by our board of directors, provided that the meeting must not be held later than 15 months after the preceding annual general meeting but no later than six months after the end of our preceding financial year. A meeting of our shareholders may be held anywhere in Canada, as provided in our bylaws or, at a place outside Canada if the place is specified in our articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.
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Our directors may, at any time, call a special meeting of our shareholders. Shareholders holding not less than 5% of our issued voting shares may also cause our directors to call a shareholders’ meeting.
A notice to convene a meeting, specifying the date, time and location of the meeting, and, where a meeting is to consider special business, the general nature of the special business, must be sent to shareholders, to each director and the auditor not less than 21 days prior to the meeting, although, as a result of applicable securities laws, the time for notice is effectively longer. Under the MCA, shareholders entitled to notice of a meeting may waive or reduce the period of notice for that meeting, provided applicable securities laws requirements are met. The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings at that meeting.
A quorum for meetings under our bylaws is one person present and holding, or represented by proxy, 51% of the issued shares entitled to be voted at the meeting. If a quorum is not present at the opening of the meeting, the shareholders may adjourn the meeting to a fixed time and place but may not transact any further business.
Holders of our outstanding common shares are entitled to attend meetings of our shareholders. Except as otherwise provided with respect to any particular series of preferred shares, and except as otherwise required by law, the holders of our preferred shares are not entitled as a class to receive notice of, or to attend or vote at any meetings of our shareholders. Our directors, our secretary (if any), our auditor and any other persons invited by our chairman or directors or with the consent of those at the meeting are entitled to attend at any meeting of our shareholders but will not be counted in the quorum or be entitled to vote at the meeting unless he or she is a shareholder or proxyholder entitled to vote at the meeting.
Director Nominations
Pursuant to our bylaw relating to the advance notice of nominations of directors, shareholders seeking to nominate candidates for election as directors other than pursuant to a proposal or requisition of shareholders made in accordance with the provisions of the MCA, must provide timely written notice to our corporate secretary. To be timely, a shareholder’s notice must be received (i) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the shareholder must be received not later than the close of business on the 10th day following the date of such public announcement; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board of directors, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. This bylaw also prescribes the proper written form for a shareholder’s notice.
Impediments to Change of Control
Our articles of incorporation do not contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves us.
Compulsory Acquisition
The MCA provides that if, within 120 days after the date of a take-over bid made to shareholders of a corporation, the bid is accepted by the holders of not less than 90% of the shares (other than the shares held by the offeror or an affiliate of the offeror) of any class of shares to which the bid relates, the offeror is entitled to acquire (on the same terms on which the offeror acquired shares under the take-over bid) the shares held by those holders of shares of that class who did not accept the take-over bid. If a shareholder who did not accept the take-over bid (a dissenting offeree) does not receive an offeror’s notice, with respect to a compulsory acquisition (as described in the preceding sentence), that shareholder may require the offeror to acquire those shares on the same terms under which the offeror acquired (or will acquire) the shares owned by the shareholders who accepted the take-over bid.
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Ownership and Exchange Controls
Competition Act
Limitations on the ability to acquire and hold our common shares may be imposed by the Competition Act (Canada). This legislation establishes a pre-merger notification regime for certain types of merger transactions that exceed certain statutory shareholding and financial thresholds. Transactions that are subject to notification cannot be closed until the required materials are filed and the applicable statutory waiting period has expired or been waived by the Commissioner of Competition, or the Commissioner. Further, the Competition Act (Canada) permits the Commissioner to review any acquisition of control over or of a significant interest in us, whether or not it is subject to mandatory notification. This legislation grants the Commissioner jurisdiction, for up to one year, to challenge this type of acquisition before the Canadian Competition Tribunal if it would, or would be likely to, substantially prevent or lessen competition in any market in Canada.
Investment Canada Act
The Investment Canada Act requires notification and, in certain cases, advance review and approval by the Government of Canada of an investment to establish a new Canadian business by a non-Canadian or of the acquisition by a non-Canadian of “control” of a “Canadian business”, all as defined in the Investment Canada Act. Generally, the threshold for advance review and approval will be higher in monetary terms for a member of the World Trade Organization. The Investment Canada Act generally prohibits the implementation of such a reviewable transaction unless, after review, the relevant minister is satisfied that the investment is likely to be of net benefit to Canada.
The Investment Canada Act contains various rules to determine if there has been an acquisition of control. For example, for purposes of determining whether an investor has acquired control of a corporation by acquiring shares, the following general rules apply, subject to certain exceptions. The acquisition of a majority of the voting shares of a corporation is deemed to be acquisition of control of that corporation. The acquisition of less than a majority but one-third or more of the voting shares of a corporation is presumed to be an acquisition of control of that corporation unless it can be established that, on the acquisition, the corporation is not controlled in fact by the acquiror through the ownership of voting shares. The acquisition of less than one-third of the voting shares of a corporation is deemed not to be acquisition of control of that corporation.
In addition, under the Investment Canada Act, national security review on a discretionary basis may also be undertaken by the federal government in respect of a much broader range of investments by a non-Canadian to “acquire, in whole or in part, or to establish an entity carrying on all or any part of its operations in Canada, with the relevant test being whether such an investment by a non-Canadian could be “injurious to national security.” The Minister of Industry has broad discretion to determine whether an investor is a non-Canadian and therefore may be subject to national security review. Review on national security grounds is at the discretion of the federal government and may occur on a pre- or post-closing basis.
See “Material United States and Canadian Income Tax Considerations—U.S. Federal Income Taxation Considerations” for additional information regarding the material U.S. federal income tax consequences relating to the ownership and disposition of our common shares by U.S. Holders (as defined thereto).
Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders. We cannot predict whether investors will find our company and our common shares less attractive because we are governed by foreign laws.
Listing
Our Common Shares are listed on the Nasdaq Capital Market under the symbol “LITM.”
Transfer Agent and Registrar
The transfer agent and registrar for our common shares in the United States will be VStock Transfer, LLC. The address for VStock Transfer, LLC is 18 Lafayette Place, Woodmere, New York, 11598, and the telephone number is 212 828-8436.
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SHARES ELIGIBLE FOR FUTURE SALE
After completion of this offering, we will have 27,924,758 common shares issued and outstanding (or 29,424,758 shares if the underwriters’ option to purchase additional shares is exercised in full).
All of the common shares sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless the shares are purchased by our “affiliates” as that term is defined in Rule 144 and except certain shares that will be subject to the lock-up period described below after completion of this offering. Any shares owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement.
All of the shares held by our officers and substantially all our directors totaling 2,356,459 common shares are anticipated to be subject to a 60-day lock-up restriction described under “Underwriting.” Accordingly, there will be a corresponding increase in the number of shares that become eligible for sale after the lock-up period expires. As a result of these agreements, subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:
| ● | beginning on the date of this prospectus, all of the shares sold in this offering will be immediately available for sale in the public market (except as described above); and |
| ● | beginning 60 days following the date of this prospectus, at the expiration of the lock-up period for our officers, and directors, 2,356,459 common shares will become eligible for sale in the public market, all of which shares will be held by affiliates and subject to the volume and other restrictions of Rule 144 and Rule 701 as described below. |
Lock-Up Agreements
Pursuant to certain “lock-up” agreements, we, our executive officers and substantially all our directors are anticipated to agree, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any Common Shares or securities convertible into or exchangeable or exercisable for any common shares, whether currently owned or subsequently acquired, without the prior written consent of the underwriters, for a period of 60 days from the date of this prospectus.
Rule 144
In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.
In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period, a number of shares that does not exceed the greater of:
| ● | 1% of the number of shares of our Common Shares then outstanding, which will equal approximately shares immediately after this offering; or |
| ● | the average weekly trading volume of our Common Shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. |
Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.
Rule 701
Rule 701 generally allows a shareholders who purchased our common shares pursuant to a written compensatory plan or contract and who is not deemed to have been our affiliate during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701 and are subject to the lock-up agreements described above.
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MATERIAL UNITED STATES AND CANADIAN INCOME TAX CONSIDERATIONS
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 prospectus and who, at all relevant times, for the purposes of the application of the Income Tax Act (Canada) and the Income Tax Regulations (which we collectively refer to as the Canadian Tax Act), (i) is not, and is not deemed to be, resident in Canada for purposes of the Canadian Tax Act and any applicable income tax treaty or convention; (ii) deals at arm’s length with us; (iii) is not affiliated with us; (iv) does not use or hold, and is not deemed to use or hold, common shares in a business or part of a business carried on in Canada; (v) has not entered into, with respect to the common shares, a “derivative forward agreement”, as that term is defined in the Canadian Tax Act and (vi) holds the common shares as capital property (which we refer to as a Non-Canadian Holder). This summary does not apply to a Non-Canadian Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank”, as that term is defined in the Canadian Tax Act. Such Non-Canadian Holders should consult their tax advisors for advice having regards to their particular circumstances.
This summary is based on the current provisions of the Canadian Tax Act, and an understanding of the current administrative policies of the Canada Revenue Agency published in writing prior to the date hereof. It takes into account all specific proposals to amend the Canadian Tax Act and the Canada-United States Tax Convention (1980), as amended, or the Canada-U.S. Tax Treaty, publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (which we refer to as the Proposed Amendments) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder, and no representations with respect to the income tax consequences to any particular shareholder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances.
Generally, for purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of the common shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Canadian Tax Act. The amount of any dividends, capital gains or capital losses realized by a Non-Canadian Holder may be affected by fluctuations in the Canadian exchange rate.
Dividends
Dividends paid or credited on the common shares or deemed to be paid or credited on the common shares to a Non-Canadian Holder will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Canadian Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident. For example, under the Canada-U.S. Tax Treaty, where dividends on the common shares are considered to be paid to or derived by a Non-Canadian Holder that is a beneficial owner of the dividends and is a U.S. resident for the purposes of, and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15% (or 5% in the case of a U.S. Holder that is a corporation beneficially owning at least 10% of all of the issued voting shares). We will be required to withhold the applicable withholding tax from any dividend and remit it to the Canadian government for the Non-Canadian Holder’s account. Non-Canadian Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty.
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.
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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 prospectus and hold such common shares as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, currency or securities dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold our common shares as part of a “straddle”, “hedge”, “conversion transaction”, “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more of the voting power of our shares, corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special tax accounting rules under Section 451(b) of the Code, partnerships and other pass-through entities, and investors in such pass-through entities. This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences.
As used in this discussion, the term “U.S. Holder” means a beneficial owner of our common shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.
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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 (1) at least 75% of its gross income is “passive income” or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, 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, 2021, 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 2021 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 (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our common shares, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of our common shares, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our common shares. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.
If we are 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.
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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.
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.
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A U.S. Holder receiving a distribution from which the 25% Canadian withholding tax (as described above in “Canadian Income Tax Considerations – Dividends”) has been deducted may be entitled to a foreign tax credit in determining the U.S. Holder’s federal income tax liability for the year in which the distribution is received. The availability of a full or partial foreign tax credit in respect of such Canadian withholding tax is determined under rules of considerable complexity, and the foreign tax credit may not be available in all cases. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the availability of the foreign tax credit with respect to distributions received from which Canadian tax has been withheld at source.
Dividends paid by a “qualified foreign corporation” are eligible for taxation for certain non-corporate U.S. Holders at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain requirements are met. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year (see discussion above under “—Passive Foreign Investment Company Consequences”), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances.
A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information provision, or (b) with respect to any dividend it pays on our common shares that are readily tradable on an established securities market in the United States. We believe that we qualify as a resident of Canada for purposes of, and are eligible for the benefits of, the U.S.-Canada Treaty, although there can be no assurance in this regard. Further, the IRS has determined that the U.S.-Canada Treaty is satisfactory for purposes of the qualified dividend rules and that it includes an exchange of information provision. Therefore, subject to the discussion above under “—Passive Foreign Investment Company Consequences”, if the U.S.-Canada Treaty is applicable, such dividends will generally be “qualified dividend income” in the hands of individual U.S. Holders, provided that certain conditions are met, including holding period and the absence of certain risk reduction transactions.
Sale, Exchange or Other Disposition of our Common Shares
Subject to the discussion above under “—Passive Foreign Investment Company Consequences”, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other 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.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN COMMON SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
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ENFORCEABILITY OF CIVIL LIABILITIES
We were incorporated under the laws of the Province of Manitoba, Canada. All of our directors and officers, as well as the certain experts named in the “Experts” section of this prospectus, reside outside of the United States. Service of process upon such persons may be difficult or impossible to effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all the assets of our directors and officers and the Canadian experts named herein, are located outside of the United States, any judgment obtained in the United States, including a judgment based upon the civil liability provisions of United States federal securities laws, against us or any of such persons may not be collectible within the United States. In addition, it may be difficult for an investor, or any other person or entity, to assert United States securities laws claims in original actions instituted in Canada. The Supreme Court of Canada has repeatedly affirmed that the requirements to enforce a foreign judgment are as follows:
| ● | the judgment of the foreign court must be final and conclusive; |
| ● | the court granting the foreign judgment must have had jurisdiction over the parties and the cause of action; |
| ● | the action to enforce a foreign judgment must have been commenced within applicable limitation periods; |
| ● | the judgment is not contrary to the law, public policy, security or sovereignty of Canada and its enforcement is not incompatible with Canadian concepts of justice or contrary to the laws governing enforcement of judgments; and |
| ● | the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; |
Foreign judgments enforced by Canadian courts generally will be payable in Canadian dollars. A Canadian court hearing an action to recover an amount in a non-Canadian currency will render judgment for the equivalent amount in Canadian currency.
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42th Street, 18th Floor, New York, N.Y. 10168.
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ThinkEquity LLC is the representative for the several underwriters of this offering, or the representative. We have entered into an underwriting agreement dated , 2022, with the underwriters named below. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has agreed, severally and not jointly, to purchase, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of common shares at the public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus, the number of shares listed next to its name in the following table:
| Underwriter | Number of Shares | |||
| ThinkEquity LLC | ||||
| Total | ||||
The underwriters are committed to purchase all common shares offered by us, if any are purchased. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, the underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the common shares offered by us in this prospectus are subject to various representations and warranties and other customary conditions specified in the underwriting agreement, such as receipt by the representative of officers’ certificates and legal opinions.
We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.
The underwriters are offering the common shares subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by its counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Discounts, Commissions and Reimbursement
The representative has advised us that the underwriters propose to offer the shares to the public at the initial public offering price per share set forth on the cover page of this prospectus. The underwriters may offer shares to securities dealers at that price less a concession of not more than US$ per share. After the initial offering to the public, the public offering price and other selling terms may be changed by the representative.
The following table summarizes the underwriting discounts and commissions, non-accountable underwriters’ expense allowance and proceeds, before expenses, to us assuming both no exercise and full exercise by the underwriters of their over-allotment option:
| Total | ||||||||||||
| Per Share | Offering without Over- Allotment Option | Offering with Over- Allotment Option | ||||||||||
| Public offering price | US$ | US$ | US$ | |||||||||
| Underwriting discounts and commissions (7.5%) | ||||||||||||
| Non-accountable expense allowance (1%) | ||||||||||||
| Proceeds, before expenses, to us | US$ | US$ | US$ | |||||||||
We have agreed to reimburse the representative for its out-of-pocket accountable expenses, including for background checks, bound volumes of the public offering materials and commemorative mementos and lucite tombstones, the fees and expenses of the representative’s legal counsel, the cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for this offering, data services and communications expenses, road show expenses, market making and trading, and clearing firm settlement expenses for this offering, up to US$222,500 in the aggregate. We have paid an expense deposit of US$50,000 to the representative of the underwriters upon execution of an engagement letter relating to this offering (the “Advance”), which will be applied against the actual out-of-pocket accountable expenses that will be incurred by the underwriters in connection with this offering, and will be reimbursed to us to the extent not incurred.
We estimate that the total expenses of this offering payable by us, not including underwriting discounts and commissions, will be approximately $ 583,873.15.
Over-Allotment Option
We have granted the representative an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the Representative to purchase up to an aggregate of up to 1,500,000 additional common shares, representing 15% of the common shares sold in this offering. The purchase price to be paid per additional common share of common stock shall be equal to the public offering price of one common share, less the underwriting discount.
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Representative’s Warrants
Upon the closing of this offering, we have agreed to issue to the representative, or its designees, warrants to purchase up to 575,000 common shares equal in the aggregate to 5% of the total shares sold in this public offering (the “Representative’s Warrants”). The Representative’s Warrants will be exercisable at a per share exercise price equal to US$ , which represents 125% of the public offering price per share sold in this offering. The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, during the four-and-½-year period commencing six months after the commencement of sales of this offering. The Representative’s Warrants also provide for one demand registration right of the shares underlying the Representative’s Warrants, and unlimited “piggyback” registration rights with respect to the registration of the shares of common stock underlying the Representative’s Warrants and customary antidilution provisions. The demand registration right provided will not be greater than five years from the effective date of the registration statement related to this offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration right provided will not be greater than seven years from the effective date of the registration statement related to this offering in compliance with FINRA Rule 5110(g)(8)(D).
The Representative’s Warrants and the shares of common stock underlying the Representative’s Warrants have been deemed compensation by the Financial Industry Regulatory Authority, or FINRA, and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The representative, or permitted assignees under such rule, may not sell, transfer, assign, pledge, or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the representative engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying shares for a period of 180 days from the effective date of the registration statement. Additionally, the Representative’s Warrants may not be sold transferred, assigned, pledged or hypothecated for a 180-day period following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The Representative’s Warrants will provide for adjustment in the number and price of the Representative’s Warrants and the shares of common stock underlying such Representative’s Warrants in the event of recapitalization, merger, stock split or other structural transaction, or a future financing undertaken by us.
Right of First Refusal
Until twenty four months from the closing of this offering, the representative shall have an irrevocable right of first refusal to act as sole investment banker, sole book-runner, sole financial advisor, sole underwriter and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity offerings for our company, or any successor to or any subsidiary of our company, including all equity linked financings, on terms customary to the representative. The representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offering and the economic terms of any such participation. The representative will not have more than one opportunity to waive or terminate the right of first refusal in consideration of any such transaction.
Discretionary Accounts
The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.
Lock-Up Agreements
We agreed that for a period of 60 days after the closing of this offering we will not, without the prior written consent of the representative and subject to certain exceptions, directly or indirectly:
| ● | offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares; |
| ● | file or caused to be filed any registration statement with SEC relating to the offering of any common shares or any securities convertible into or exercisable or exchangeable for common shares; |
| ● | complete any offering of our debt securities, other than entering into a line of credit with a traditional bank; or |
| ● | enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common shares, whether any such transaction is to be settled by delivery of common shares or such other securities, in cash or otherwise. |
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In addition, each of our executive officers and substantially all of our directors have agreed that for a period of 60 days after the date of this prospectus, without the prior written consent of the representative and subject to certain exceptions, they will not directly or indirectly:
| ● | offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of our common shares or any securities convertible into or exercisable or exchangeable for common shares; |
| ● | enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common shares or any securities convertible into or exercisable or exchangeable for common shares, whether any such transaction is to be settled by delivery of common shares or such other securities, in cash or otherwise; |
| ● | make any demand for or exercise any right with respect to the registration of any common shares or any securities convertible into or exercisable or exchangeable for common shares; or |
| ● | publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any common shares or any securities convertible into or exercisable or exchangeable for common shares. |
Electronic Offer, Sale and Distribution of Securities
A prospectus in electronic format may be made available on the websites maintained by the underwriters or selling group members. The underwriters may agree to allocate a number of securities to selling group members for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.
Stabilization
In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.
Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while this offering is in progress.
Over-allotment transactions involve sales by the underwriters of common shares in excess of the number of common shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of common shares over-allotted by the underwriters are not greater than the number of common shares that they may purchase in the over-allotment option. In a naked short position, the number of common shares involved is greater than the number of common shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing common shares in the open market.
Syndicate covering transactions involve purchases of common shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of common shares to close out the short position, the underwriters will consider, among other things, the price of common shares available for purchase in the open market as compared with the price at which it may purchase common shares through exercise of the over-allotment option. If the underwriters sell more common shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying common shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the common shares in the open market that could adversely affect investors who purchase in this offering.
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Penalty bids permit an underwriter to reclaim a selling concession from a syndicate member when the common shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common shares or preventing or retarding a decline in the market price of our common shares. As a result, the price of our common shares in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common shares. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.
Passive Market Making
In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our common shares on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the securities and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.
Other Relationships
The underwriters and their affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they may in the future receive customary fees. The representative of the underwriters acted as the representative of the underwriters for our IPO, and acted as representative of the underwriters for the selling shareholder in our April 2022 offering, for which it received compensation. Except as disclosed in this prospectus, we have no current arrangements with the underwriters for any further services.
Offer Restrictions Outside the United States
Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
Australia
This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.
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China
The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”
European Economic Area — Belgium, Germany, Luxembourg and Netherlands
The information in this document has been prepared on the basis that no offers of securities will be in member states (“Member State”) of the European Economic Area (the “EEA”)other than:
| ● | to legal entities that are qualified investors as defined in the Prospectus Regulation; |
| ● | to fewer than 150 natural or legal persons (other than qualified investors within the meaning of the Prospectus Regulation) subject to obtaining the prior consent of our company or any underwriter for any such offer; or |
| ● | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of securities shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive. |
This prospectus has been prepared on the basis that any offer of common shares in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Member State of shares of our common stock which are the subject of the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for the Company or any of the Representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the Representatives have authorized, nor do they authorize, the making of any offer of shares of our common stock in circumstances in which an obligation arises for the Company or the Representatives to publish a prospectus for such offer.
For the purposes of this provision, the expression an “offer of shares of our common stock to the public” in relation to any common shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common shares to be offered so as to enable an investor to decide to purchase or subscribe the common shares, as the same may be varied in that Member State by any measure implementing the Prospectus Regulation in that Member State, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
The above selling restriction is in addition to any other selling restrictions set out below.
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Notice to Prospective Investors in the United Kingdom
In relation to the United Kingdom, no offer of common shares which are the subject of the offering has been, or will be made to the public in the United Kingdom, other than:
| (a) | to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation (as defined below); |
| (b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of Representatives for any such offer; or |
| (c) | in any other circumstances falling within section 86 of the FSMA, |
provided that no such offer of common shares shall require us or any underwriter to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
In the United Kingdom, this prospectus is not a prospectus for the purposes of the UK Prospectus Regulation (as defined below). This prospectus has been prepared on the basis that any offer of shares of common stock in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of shares of common stock. Accordingly any person making or intending to make an offer in the United Kingdom of shares of common stock which are the subject of the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for the us or any of the underwriters to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither us nor the underwriters have authorized, nor do they authorize, the making of any offer of shares of common stock in circumstances in which an obligation arises for us or the underwriters to publish or supplement a prospectus for such offer.
For the purposes of this provision, the expression an “offer of shares of our common stock to the public” in relation to any shares of our common stock in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and the common shares to be offered so as to enable an investor to decide to purchase or subscribe the common shares, as the same may be varied in United Kingdom by any measure implementing the UK Prospectus Regulation, the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
The communication of prospectus and any other document or materials relating to the issue of the common shares offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the shares of common stock may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to us.
All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the shares of common stock in, from or otherwise involving the United Kingdom.
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France
This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers, or AMF. The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.
This document and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.
Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.
Ireland
The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005, or the Prospectus Regulations. The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.
Israel
The securities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority, or the ISA, nor have such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with this offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.
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Italy
The offering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa), or CONSOB, pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy, other than:
| ● | to Italian qualified investors, or Qualified Investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999, or Regulation no. 1197l, as amended; and |
| ● | in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended. |
Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:
| ● | made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No.58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and |
| ● | in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws. |
Any subsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.
Japan
The securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended, or the FIEL, pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution of an agreement to that effect.
Portugal
This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissao do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.
123
Sweden
This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.
Switzerland
The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority.
This document is personal to the recipient only and not for general circulation in Switzerland.
United Arab Emirates
Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by us.
No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.
Canada
The securities may be sold in Canada only to purchasers, purchasing, or deemed to be purchasing, as principal, that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario). Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws. Canadian purchasers should refer to any applicable provisions of the securities legislation of their province or territory for particulars of these rights or consult with a legal advisor.
124
EXPENSES RELATED TO THIS OFFERING
Set forth below is an itemization of our total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the common shares by us. All amounts shown are in US dollars and are estimates and subject to future contingencies, except the U.S. Securities and Exchange Commission registration fee and the Financial Industry Regulatory Authority filing fee.
| SEC registration fee | $ | 3,198.15 | ||
| FINRA filing fee | $ | 5,675.00 | ||
| Printer fees and expenses | $ | 5,000.00 | ||
| Legal fees and expenses | $ | 20,000.00 | ||
| Reimbursement of Underwriters’ expenses | $ | 525,000.00 | ||
| Transfer agent fees and expenses | $ | 5,000.00 | ||
| Accounting fees and expenses | $ | 15,000.00 | ||
| Miscellaneous | $ | 5,000.00 | ||
| Total | $ | 583,873.15 |
Certain legal matters concerning this prospectus will be passed upon for us by Bevilacqua PLLC. The validity of the common shares offered in this offering and certain other legal matters as to Canada law will be passed upon for us by Thompson Dorfman Sweatman LLP. Bevilacqua PLLC may rely upon Thompson Dorfman Sweatman LLP with respect to matters governed by Canadian law. The representative of the underwriters is being represented by Dentons US LLP, New York, New York.
Our consolidated financial statements as of June 30, 2020 and 2021 and for the years then ended included in this prospectus have been audited by DeVisser Gray LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The offices of DeVisser Gray LLP are located at 401-905 West Pender Street, Vancouver, BC V6C 1L6.
125
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules, under the Securities Act with respect to the common shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement on Form F-1 and its exhibits and schedules for further information with respect to us and the common shares.
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov. Additionally, we will make these filings available, free of charge, on our website at https://snowlakelithium.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.
As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
126
F-1
Snow Lake Resources Ltd.
Consolidated Financial Statements
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Snow Lake Resources Ltd.,
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Snow Lake Resources Ltd. (“the Company”), which comprise the consolidated statements of financial position as at June 30, 2021 and 2020 and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information (collectively referred to as the “financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2021 and 2020 and its financial performance and its cash flows for the years then ended, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Going Concern
Without modifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that there are material uncertainties that cast significant doubt about the going concern assumption. The Company has no current source of revenue, has incurred losses from inception and is dependent upon its ability to secure new sources of financing. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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
| /s/ De Visser Gray LLP | |
| De Visser Gray LLP | |
| Vancouver, Canada | |
| October 15, 2021 |
We have served as the Company’s auditor since 2019.
F-3
SNOW LAKE RESOURCES LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
| Years ended June 30, | Note | 2021 | 2020 | |||||||||
| $ | $ | |||||||||||
| Assets | ||||||||||||
| Current | ||||||||||||
| Cash | 318,844 | 143,089 | ||||||||||
| Prepaids and deposits | 67,973 | 794 | ||||||||||
| Sales tax receivable | 10,644 | 10,597 | ||||||||||
| 397,461 | 154,480 | |||||||||||
| Non-current | ||||||||||||
| Exploration and evaluation assets | 4 | 5,730,224 | 5,396,879 | |||||||||
| Total assets | 6,127,685 | 5,551,359 | ||||||||||
| Liabilities | ||||||||||||
| Current | ||||||||||||
| Accounts payable | 262,125 | 125,786 | ||||||||||
| Due to related parties | 7 | 279,642 | 217,948 | |||||||||
| Convertible debentures | 5 | 423,139 | - | |||||||||
| Derivative liability - convertible debentures conversion feature | 5 | 409,913 | - | |||||||||
| 1,374,819 | 343,734 | |||||||||||
| Shareholders’ Equity | ||||||||||||
| Share capital | 6 | 5,750,252 | 5,745,369 | |||||||||
| Reserves | 6 | 1,274,138 | 1,181,344 | |||||||||
| Deficit | (2,271,524 | ) | (1,719,088 | ) | ||||||||
| Total shareholders’ equity | 4,752,866 | 5,207,625 | ||||||||||
| Total liabilities and shareholders’ equity | 6,127,685 | 5,551,359 | ||||||||||
| Nature of operations and going concern (Note 1) | ||||||||||||
| Commitments and contingencies (Note 12) | ||||||||||||
| Subsequent event (Note 14) | ||||||||||||
Approved on behalf of the Board of Directors on October 15, 2021:
| “Louie Simens” | “Nachum Labkowski” | |
| Louie Simens, Director | Nachum Labkowski, Director |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
SNOW LAKE RESOURCES LTD.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
| Years ended June 30, | Note | 2021 | 2020 | ||||||||
| $ | $ | ||||||||||
| Expenses | |||||||||||
| Bank fees and interest | 2,084 | 2,669 | |||||||||
| Consulting fees | 34,399 | 43,255 | |||||||||
| Director and officer consulting fees | 200,858 | 118,700 | |||||||||
| General and administrative | 8,254 | 20,626 | |||||||||
| Interest expense and accretion | 5 | 140,264 | - | ||||||||
| Amortization of transaction costs | 5 | 13,284 | - | ||||||||
| Professional fees | 174,211 | 57,272 | |||||||||
| Transfer agent and regulatory fees | 22,244 | 3,885 | |||||||||
| Travel expenses | - | 957 | |||||||||
| (595,598 | ) | (247,364 | ) | ||||||||
| Other income (loss) | |||||||||||
| Foreign currency loss | (254 | ) | (6,001 | ) | |||||||
| Recovery of accounts payable | 10,740 | - | |||||||||
| Gain on change in fair value of derivative liability | 5 | 32,676 | - | ||||||||
| Recovery of flow through share liability | 6(f) | - | 71,249 | ||||||||
| Loss and comprehensive loss for the year | (552,436 | ) | (182,116 | ) | |||||||
| Weighted average number of shares outstanding | |||||||||||
| Basic and diluted | 13,008,669 | 13,007,995 | |||||||||
| Loss per share | |||||||||||
| Basic and diluted | |||||||||||
| $ | (0.04 | ) | $ | (0.01 | ) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SNOW LAKE RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian Dollars, except number of shares)
| Share Capital | Reserves | Total | ||||||||||||||||||||||||||||
| Common | Issued | Stock | Total | Accumulated | shareholders’ | |||||||||||||||||||||||||
| Note | shares * | capital | Warrant | options | Reserves | losses | equity | |||||||||||||||||||||||
| # | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance at June 30, 2019 | 13,007,956 | 5,745,215 | 26,480 | 1,154,905 | 1,181,385 | (1,536,972 | ) | 5,389,628 | ||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | (182,116 | ) | (182,116 | ) | |||||||||||||||||||||
| Warrants exercised | 6(d) | $ | 50 | 154 | (41 | ) | - | (41 | ) | - | 113 | |||||||||||||||||||
| Balance at June 30, 2020 | 13,008,006 | 5,745,369 | 26,439 | 1,154,905 | 1,181,344 | (1,719,088 | ) | 5,207,625 | ||||||||||||||||||||||
| Warrants exercised | 2,170 | 4,883 | - | - | - | - | 4,883 | |||||||||||||||||||||||
| Convertible debenture warrants | - | - | 90,769 | - | 90,769 | - | 90,769 | |||||||||||||||||||||||
| Convertible debenture finder’s warrants | - | - | 2,025 | 2,025 | 2,025 | |||||||||||||||||||||||||
| Loss for the period | - | - | - | - | (552,436 | ) | (552,436 | ) | ||||||||||||||||||||||
| Balance at June 30, 2021 | 13,010,176 | 5,750,252 | 119,233 | 1,154,905 | 1,274,138 | (2,271,524 | ) | 4,752,866 | ||||||||||||||||||||||
| * | The Company’s completed a 5:1 share consolidation on October 7, 2021. Shares, warrants and options presented in the consolidated financial statements are presented on a post-consolidation basis. |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
SNOW LAKE RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
| Years ended June 30, | 2021 | 2020 | ||||||
| $ | $ | |||||||
| Cash flows used in operating activities | ||||||||
| Loss for the year | (552,436 | ) | (182,116 | ) | ||||
| Adjustments for items not involving cash: | ||||||||
| Write-off of exploration and evaluation assets | - | - | ||||||
| Recovery of accounts payable | (10,740 | ) | - | |||||
| Interest expense and accretion | 140,264 | - | ||||||
| Amortization of transaction costs | 13,284 | - | ||||||
| Gain on change of fair value of derivative liability | (32,676 | ) | - | |||||
| Recovery of flow through share liability | - | (71,249 | ) | |||||
| Foreign exchange | - | 2,675 | ||||||
| Net changes in non-cash working capital: | ||||||||
| Prepaids and deposits | (67,179 | ) | 17,357 | |||||
| Sales tax receivable | (47 | ) | 16,034 | |||||
| Accounts payable | 84,360 | (52,992 | ) | |||||
| Due to related party | 61,694 | 12,310 | ||||||
| (363,476 | ) | (257,981 | ) | |||||
| Cash flows used in investing activities | ||||||||
| Payments for exploration and evaluation assets | (270,652 | ) | (196,928 | ) | ||||
| (270,652 | ) | (196,928 | ) | |||||
| Cash flows provided by (used in) financing activities | ||||||||
| Loan from Nova Minerals Limited | - | (1,114 | ) | |||||
| Proceeds from the exercise of warrants | 4,883 | 113 | ||||||
| Proceeds from issuance of convertible debentures | 805,000 | - | ||||||
| 809,883 | (1,001 | ) | ||||||
| Net increase (decrease) in cash | 175,755 | (455,910 | ) | |||||
| Cash, beginning of the year | 143,089 | 598,999 | ||||||
| Cash, end of the year | 318,844 | 143,089 | ||||||
Supplemental disclosure with respect to cash flows (Note 8)
The accompanying notes are an integral part of these consolidated financial statements.
F-7
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
Snow Lake Resources Ltd. (“Snow Lake” or the “Company”) was incorporated under the Canada Business Corporations Act on May 25, 2018. The corporate and principal place of business is 242 Hargrave St. #1700, Winnipeg, Manitoba, R3C 0V1 Canada. The Company is a Canadian natural resource exploration company engaged in the exploration and development of mineral resources through the subsidiaries:
| i. | Snow Lake Exploration Ltd. (“SLE”) |
| ii. | Snow Lake (Crowduck) Ltd. (“SLC”) |
| iii. | Thompson Bros Lithium Pty Ltd. (formerly Manitoba Minerals Pty Ltd.) (“Thompson Bros”) |
In this report, Snow Lake and the subsidiaries it controlled are referred to as “the Group”.
On March 7, 2019, Snow Lake and Nova Minerals Ltd. (“Nova”), a related party, entered into a share sale agreement (the “Agreement”), whereby Snow Lake acquired all 100,000,000 of the issued and outstanding shares of Thompson Bros Lithium Pty Ltd (“Thompson Bros”), formerly Manitoba Minerals Pty Ltd (“Manitoba Minerals”)., a wholly owned subsidiary of Nova as part of a group restructuring.
On February 9, 2021, Thompson Bros was dissolved.
For the year ended June 30, 2021, the Company had not yet placed any of its mineral properties into production, the Company incurred a net loss of $552,436 (June 30, 2020 - $182,116). As of June 30, 2021, the Company had a deficit (accumulated losses) of $2,271,524 (June 30, 2020 - $1,719,088) and current liabilities in excess of current assets of $977,358 (June 30, 2020 – current liabilities in excess of current assets of $189,254). There is no certainty that additional financing at terms that are acceptable to the Company will be available, and an inability to obtain financing would have a direct impact on the Company’s ability to continue as a going concern.
These conditions indicate a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
These financial statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities 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.
NOTE 2 – BASIS OF PRESENTATION
| (a) | Statement of compliance |
These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), effective for the financial year ended June 30, 2021. IFRS include International Accounting Standards (“IAS”) and interpretations issued by the IFRS Interpretations Committee (“IFRIC”).
These financial statements were approved and authorized for issuance by the Board of Directors of the Company on October 15, 2021.
| (b) | Basis of measurement |
These financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which are measured at fair value, or amortized cost, as applicable. The presentation currency is the Canadian dollar; therefore, all amounts are presented in Canadian dollars unless otherwise noted.
F-8
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 2 – BASIS OF PRESENTATION (continued)
| (c) | Significant accounting judgements and key sources of estimate uncertainty |
The preparation of the financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates.
Significant judgments exercised in applying accounting policies, apart from those involving estimates, that have the most significant effect on the amounts recognized in the financial statements are as follows:
| i. | Going concern |
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of the Company’s ability to source future operations and continue as a going concern involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. If the going concern assumption were not appropriate for the financial statements, then adjustments to the carrying value of assets and liabilities, the reported expenses and the statement of financial position would be necessary (Note 1).
| ii. | Functional currency |
The functional currency for the Company is the currency of the primary economic environment in which the entity operates. The Company has determined that the functional currency is the Canadian dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment.
During the year, the Company assessed Thompson Bros operating environment and concluded its functional currency should be the Canadian dollar. The main factor for change was the tendency of the entity to incur exploration expenditures in the Canadian dollar rather than the Australian dollar. The Company identified March 7, 2019, to be the date of transition.
| iii. | 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 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.
Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are:
| i. | Provisions |
Provisions recognized in the 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.
F-9
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 2 – BASIS OF PRESENTATION (continued)
| ii. | Convertible debt |
The Company presents convertible debt separately in its debt and equity components on the consolidated statement of financial position. The fair value of a compound instrument at issuance is assigned to its respective debt and equity components. If the debt is convertible into equity on a fixed-for-fixed basis, the fair value of the debt component is established first with the equity component being determined by the residual amount. If the debt is convertible on a variable basis based on changes in variables affecting calculation of the conversion price, the conversion feature is first valued at fair value, with the residual amount being allocated to the loan liability and, where applicable, to warrants issued to debenture holders, which are recorded to reserves.
| iii. | Income taxes |
The provision for income taxes and composition of income tax assets and liabilities requires management’s judgment. The application of income tax legislation also requires judgment in order to interpret legislation and apply those findings to the Company’s transactions.
| iv. | Equity-settled share-based payments |
Share-based payments are measured at fair value. Options and finder’s warrants are measured using the Black-Scholes option pricing model based on estimated fair values of all share-based awards at the date of grant and are expensed to earnings or loss from operations over each award’s vesting period. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Changes in these input assumptions can significantly affect the fair value estimate.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
| (a) | Foreign currency translation |
The 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 statements of loss and comprehensive loss for the period in which they arise.
| (b) | Current and non-current classification |
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
F-10
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (continued)
A liability is classified as current when: it is either expected to be settled in the consolidated entity’s 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.
Deferred tax assets and liabilities are always classified as non-current.
| (c) | Cash |
Cash consist of cash on hand, and deposits held with banks.
| (d) | Exploration and evaluation assets |
Title to exploration and evaluation 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 title to all its properties are in good standing.
The Company accounts for exploration and evaluation assets in accordance with IFRS 6 – Exploration for and evaluation of mineral properties (“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 the 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 exploration and evaluation activities, including general administrative overhead costs, are expensed in the year 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, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of the estimated recoverable amount, are written off to the statement of loss and comprehensive loss.
The Company assesses exploration and evaluation 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 and value in use.
Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered a mine under development. Exploration and evaluation 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.
| (e) | Provisions |
Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
F-11
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (continued)
| (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 fair value less costs of disposal and value in use. In assessing value in use, 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 it carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the statement 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 statement 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 recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use 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 cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
| (h) | Trade and other payables |
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured.
| (i) | Convertible debt |
If convertible debt can be converted to equity at a fixed conversion rate at the option of the holder, the liability component of convertible debentures is recognized initially at the fair value of a similar liability that does not have an equity conversion option. The conversion component is initially valued at fair value based on generally accepted valuation techniques, with the residual value of the convertible debt allocated to loan liability and warrant components. Subsequent to initial recognition, the liability component of a convertible debenture is measured at amortized cost using the effective interest method and accreted to face value over the term of the convertible debenture.
If convertible debt is convertible to equity at a variable conversion rate, where the quantity of shares or units into which the debt is convertible varies based on changes in variables affecting calculation of the conversion price, the value of the conversion component is first calculated and classified as a derivative liability, with the residual value allocated to the loan liability component, which is recognized as a liability and, where applicable, to warrants issued to debenture holders, which are recognized in reserves. Subsequent to initial recognition, the liability component of a convertible debenture is measured at amortized cost using the effective interest method and accreted to face value over the terms of the convertible debenture. The conversion component of the convertible debentures is remeasured to fair value at the end of each reporting period using the Black Scholes valuation model, with gains or losses on remeasurement recognized in income and loss.
F-12
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (continued)
Any difference between the proceeds (net of transaction costs) and the redemption value is recognized as an adjustment to accretion expense over the period of the borrowings using the effective interest method.
Convertible debt is classified as current liability unless the Company has an unconditional right to defer settlement of the liability, or a portion of the liability, for at least 12 months after the reporting date.
| (j) | Share capital |
Common shares are classified as share capital. Costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.
| (k) | Warrants |
Share purchase warrants are classified as a component of equity. Share purchase 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. Share purchase warrants issued for broker/financing compensation, are recognized at the fair value using the Black-Scholes option pricing model at the date of issue. Share purchase warrants are initially recorded as a part of warrant reserves in equity at the recognized fair value. Upon exercise of the share purchase warrants the previously recognized fair value of the warrants exercised is reallocated to share capital from warrant reserves. The proceeds generated from the payment of the exercise price are also allocated to share capital.
| (l) | 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 the related exploration expenditures are incurred, the Company derecognizes the premium liability and recognizes the related recovery.
| (m) | Income taxes |
Income tax reported in the statement of loss and comprehensive loss for the period presented comprises current and deferred income tax. Income tax is recognized in the statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current income tax for each taxable entity in the Company is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the reporting date, and includes any adjustments to tax payable or recoverable with regards to previous periods.
Deferred income tax is determined using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred income tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using the expected future tax rates enacted or substantively enacted at the reporting date.
F-13
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (continued)
A deferred income tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Deferred income tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.
| (n) | Financial instruments |
The following are the Company’s accounting policies under IFRS 9:
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it’s carrying value is written off.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
Financial assets at amortized cost
Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. Gains and losses on derecognition of financial assets classified amortized cost are recognized in profit or loss.
Financial liabilities
Where the fair value option is taken for financial liabilities, the part of a fair value change relating to the Company’s own credit risk is recorded in other comprehensive income rather than in profit or loss, unless this creates an accounting mismatch. Financial liabilities are recognized initially at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method.
F-14
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (continued)
| (o) | Loss per share |
Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. The diluted loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding on a diluted basis. The weighted average number of shares outstanding on a diluted basis takes into account the additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting period.
| (p) | Comprehensive loss |
Other comprehensive loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Comprehensive loss comprises net loss and other comprehensive loss. Foreign currency translation differences arising on translation of foreign subsidiaries in functional currencies other than the reporting currency would also be included in other comprehensive loss.
| (q) | Changes in accounting policies |
Leases
In January 2016, the IASB published a new accounting standard, IFRS 16 - Leases (“IFRS 16”) which supersedes IAS 17 - Leases. IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value.
The Company adopted IFRS 16 effective July 1, 2019. As the Company does not have any material lease agreements, the adoption of this standard did not materially impact the financial statements.
| (r) | Accounting standards issued but not yet effective |
There are no accounting standards issued but not yet effective that are expected to have a material impact on the financial statements.
NOTE 4 – EXPLORATION AND EVALUATION ASSETS
Changes in the Company’s exploration and evaluation assets during the years ended June 30, 2021 and 2020 are reconciled as follows:
| Years ended June 30, | 2021 | 2020 | ||||||
| Balance beginning of the year | $ | 5,396,879 | $ | 5,174,451 | ||||
| Exploration and evaluation expenditures | 333,345 | 222,428 | ||||||
| Balance end of the year | $ | 5,730,224 | $ | 5,396,879 | ||||
F-15
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 5 – CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITY
In February 2021, the Company issued convertible debt (the “Debentures”) for a total of $865,263 (the “Subscribed Amount”). The Debentures were sold at a discount of approximately 5% for proceeds of $805,000, net of a $15,000 cash commission.
Under the terms of the Agreement, the Subscribed Amount plus interest accrued, at a rate which should be the higher of (i) 12% per annum or (ii) Wall Street Prime Rate (currently approximately 3.3%) + 7%, is convertible, at the option of the Debenture holder, into common shares of the Company at a price that is the lesser of (i) $1.25 per share or (ii) a 20% discount to the price of a Liquidity Transaction (defined below). The conversion feature expires (the “Expiry Date”) on the earlier of twenty-four months from execution, or the closing of a registered public offering (the “Liquidity Transaction”).
In the event of a default, interest accrues at the lesser of (i) 24% per annum or (ii) the maximum legally authorized rate. The Company has the right to repay the note prior to maturity at 110% of the then outstanding principal and interest. The Company must provide 30 days’ notice and the Lender shall have the right to convert prior to the 30-day notice expiration.
The remaining undiscounted principal balance outstanding of the Debentures as at June 30, 2021 was $865,263.
The Company determined the fair value of the conversion feature component upon initial recognition was $442,589. The residual $362,411 value of the $805,000 net proceeds received was allocated on a pro-rata basis between the debt component ($271,642) and the warrants component ($90,769) based on their relative fair values. The debt component was discounted at a rate of 20% and 346,104 subscriber warrants were valued using the Black Scholes valuation model, using the following assumptions: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18% - 0.22%, market price: $1.50; and exercise price of $1.50. The Company recognized $101,565 of accretion expense relating to accreting the debt component of the Debentures up to their principal value and $38,699 of cash interest payable.
The Company incurred $24,507 in transaction costs pursuant to issuing the Debentures, including paying a $15,000 cash commission, issuing 15,000 finder’s warrants exercisable at $1.50 for the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange and $27 in bank charges. These costs, along with the $45,263 discount, are being amortized over the term of the Debentures. During the year ended June 30, 2021, the Company amortized $13,284 of transaction costs and discount in the statement of loss and comprehensive loss, including $2,025 recorded to the warrants reserve for the value of the finder’s warrants allocated to the warrants component. The 15,000 finder’s warrants were valued using the Black Scholes valuation model, using the following assumption: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18% - 0.22%, market price: $1.50; and exercise price of $1.50.
F-16
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 5 – CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITY (continued)
The following schedule describes the break-down of the components of the debenture and allocations to each of its components:
| Derivative | ||||||||||||||||
| liability- convertible | Warrants value | Interest | ||||||||||||||
| Convertible | debentures conversion | recorded to warrants | expense and | |||||||||||||
| debentures | feature | reserve | accretion | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Balance - June 30, 2019 and 2020 | - | - | - | - | ||||||||||||
| Principal value of convertible debentures | 865,263 | - | - | - | ||||||||||||
| Discount on proceeds received | (45,263 | ) | - | - | - | |||||||||||
| Cash commission | (15,000 | ) | - | - | - | |||||||||||
| Allocation to conversion feature | (442,589 | ) | 442,589 | - | - | |||||||||||
| Allocation to warrants | (90,769 | ) | - | 90,769 | - | |||||||||||
| Value at initial recognition | 271,642 | 442,589 | 90,769 | - | ||||||||||||
| Accretion expense | 101,565 | - | - | 101,565 | ||||||||||||
| Interest expense | 38,699 | - | - | 38,699 | ||||||||||||
| Amortization of transaction costs | 11,233 | - | 2,025 | - | ||||||||||||
| Gain on change in fair value of conversion feature derivative liability | - | (32,676 | ) | - | - | |||||||||||
| Balance - June 30, 2021 | 423,139 | 409,913 | 92,794 | 140,264 | ||||||||||||
NOTE 6 – SHARE CAPITAL AND RESERVES
| (a) | Authorized |
Unlimited number of voting common shares without par value.
Unlimited preferred shares.
| (b) | Issued Share Capital |
During the years ended June 30, 2021 and June 30, 2020, the Company had the following movements in common shares:
| Issue | Issued | |||||||||||
| Shares | price | capital | ||||||||||
| # | $ | $ | ||||||||||
| Balance – June 30, 2019 | 13,007,956 | 5,745,215 | ||||||||||
| Warrants exercised | 50 | 3.08 | 154 | |||||||||
| Balance – June 30, 2020 | 13,008,006 | 5,745,369 | ||||||||||
| Warrants exercised | 2,170 | 2.25 | 4,883 | |||||||||
| Balance – June 30, 2021 | 13,010,176 | 5,750,252 | ||||||||||
| (c) | Common Share Transaction Details |
The Company had the following common share transactions during the years ended June 30, 2021 and 2020:
| ● | On February 11, 2020, the Company issued 250 common shares pursuant to the exercise of warrants for proceeds of $154. Upon exercise of these warrants, $41 was reclassified from reserves to share capital. |
| ● | During March 2021, the Company issued 2,170 common shares pursuant to the exercise of warrants for proceeds of $4,883. |
F-17
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 6 – SHARE CAPITAL AND RESERVES (continued)
| (d) | Warrants |
The following table summarizes common share purchase warrants issued and outstanding as at June 30, 2021:
| Balance | Balance | |||||||||||||||||||||||
| Exercise | June 30, | June 30, | ||||||||||||||||||||||
| Grant Date | Price | 2020 | Granted | Exercised | Exercised | 2021 | ||||||||||||||||||
| November 29, 2018 (1) | $ | 1.50 | 400,000 | - | - | - | 400,000 | |||||||||||||||||
| December 3, 2018 (2) | $ | 1.25 | 32,000 | - | - | - | 32,000 | |||||||||||||||||
| December 31, 2018 (3) | $ | 2.25 | 71,427 | - | - | - | 71,427 | |||||||||||||||||
| March 18, 2019 (4) | $ | 2.25 | 32,502 | - | (2,170 | ) | (30,332 | ) | - | |||||||||||||||
| February 8, 2021 (4) | $ | 1.50 | 198,734 | - | - | 198,734 | ||||||||||||||||||
| February 8, 2021 (5) | $ | 1.50 | 15,000 | - | - | 15,000 | ||||||||||||||||||
| February 22, 2021 (4) | $ | 1.50 | 147,364 | - | - | 147,364 | ||||||||||||||||||
| Total | 535,929 | 361,098 | (2,170 | ) | (30,332 | ) | 864,525 | |||||||||||||||||
| (1) | The expiry date of the warrants is variable based on the occurrence of the Company going public and listing on a Canadian stock exchange. Accordingly, the expiry date of the warrants is the earlier of: |
| ● | 60 months from the grant date; or |
| ● | 24 months from the Company completing a listing on a Canadian stock exchange. |
| (2) | The expiry date of these broker warrants is variable based on the occurrence of the Company going public and listing on a Canadian stock exchange. Accordingly, the expiry date of the warrants is the earlier of: |
| ● | 60 months from the grant date; or |
| ● | 24 months from the Company completing a listing on a Canadian stock exchange. |
| (3) | The expiry date of these warrants was March 15, 2021. |
| (4) | The expiry date of these warrants is variable based on the occurrence of the Company going public and listing on a Canadian stock exchange. Accordingly, the expiry date of the warrants is the earlier of: |
| ● | 60 months from the grant date; or |
| ● | 24 months from the date the Company achieves a public offering of the common shares and such common shares are freely tradable. |
| (5) | The expiry date of these broker warrants is variable based on the occurrence of the Company going public and listing on a Canadian stock exchange. Accordingly, the expiry date of the warrants is the earlier of: |
| ● | 60 months from the grant date; or |
| ● | 24 months from the date the Company achieves a public offering of the common shares and such common shares are freely tradable. |
As part of the convertible debentures issued in February 2021, the Company issued 346,104 warrants to subscribers of the debentures. Debenture holders were eligible to receive such number of common shares purchase warrants equal to half of the number of common shares issuable upon conversion of the debenture at the initial conversion price ($1.25). Each warrant is exercisable into one common share at an exercise price of $1.50 per warrant until the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange. These warrants were valued at $90,769, recorded to the warrants reserve after allocating, on a pro-rata basis, the $362,411 residual value of the Debentures between the debt and warrants components after the initial allocation of $442,589 of the $805,000 net proceeds received to the conversion feature.
F-18
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 6 – SHARE CAPITAL AND RESERVES (continued)
The Debenture warrants were valued using the Black Scholes valuation model, using the following assumptions: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18% - 0.22%, market price: $1.50; and exercise price of $1.50. The Company recognized $101,565 of accretion expense relating to accreting the debt component of the Debentures up to their principal value and $38,699 of cash interest payable. $2,025 of Debenture transaction costs was recorded to the warrants reserve in amortizing the value of transaction costs allocated to the warrants component of the Debentures.
15,000 Debenture finder’s warrants exercisable on the same terms as the Debenture warrants were valued at $9,480 using the Black Scholes valuation model, using the following assumptions: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18% , market price: $1.50; and exercise price of $1.50. The value of these warrants allocated to loan liability transaction costs is being amortized in the statement of loss and comprehensive loss in accreting up the carrying value of the Debenture loan liability to its principal balance and the value allocated to Debenture warrants transaction costs is being amortized to the warrants reserve over the term of the Debentures.
On March 15, 2021, 30,332 warrants exercisable at $2.25 expired unexercised. The estimated fair value of these warrants when granted was $Nil.
In March 2021, 2,170 warrants exercisable at $2.25 were exercised for net proceeds of $4,883. The estimated fair value of these warrants when granted was $Nil.
| (e) | Stock Options |
The following table summarizes the stock options issued and outstanding as at June 30, 2021 and 2020:
| Weighted | ||||||||
| Number of | average | |||||||
| stock | exercise | |||||||
| options | price | |||||||
| # | $ | |||||||
| Balance at June 30, 2019 (1) | 1,040,000 | 2.50 | ||||||
| Option cancelled | (220,000 | ) | 2.50 | |||||
| Balance at June 30, 2020 (1) | 820,000 | 0.50 | ||||||
| Options cancelled (2) | (160,000 | ) | 2.50 | |||||
| Options reinstated (2) | 160,000 | 2.50 | ||||||
| Balance at June 30, 2021 (1) | 820,000 | 2.50 | ||||||
| (1) | The options vested on issuance and have an expiry date of May 24, 2023. |
| (2) | 160,000 options were cancelled and reinstated as a result of the resignation and reincorporation of a director. |
As at June 30, 2021, the weighted average remaining contractual life of the stock options is 1.90 years (June 30, 2020 - 2.90 years).
F-19
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 6 – SHARE CAPITAL AND RESERVES (continued)
| (f) | Flow-Through Shares |
Flow-through share arrangements involve resource expenditure deductions for income tax purposes which are renounced to purchasers of common shares in accordance with income tax legislation. Each flow-through share entitles the holder to a 100% tax deduction in respect of qualifying Canadian Exploration Expenses (“CEE”) as defined.
The value of the flow-through share liability was determined using the residual value method, after determining the fair value of the common shares and common shares purchase warrants attached to the Flow-Through Share Unit Financing. The Flow-Through Share Unit Financing premium established the flow-through share liability value at $71,249 as at June 30, 2019.
During the year ended June 30, 2020, the Company satisfied all of its flow-through obligations and recognized a recovery on the statement of loss and comprehensive loss for the full amount of the flow-through share liability.
NOTE 7 – RELATED PARTY TRANSACTIONS
| (a) | Related Party Transactions |
The Company incurred charges to directors and officers, or to companies associated with these individuals, which are included in the following categories, during the year ended June 30, 2021 and 2020:
| Years ended June 30, | 2021 | 2020 | ||||||
| Directors & officers consulting fees | $ | 200,858 | $ | 100,500 | ||||
| Exploration and evaluation expenditures | 48,000 | 57,243 | ||||||
| $ | 248,858 | $ | 157,743 | |||||
Management consulting fees are paid to companies controlled by the Chief Executive Officer (“CEO”), the President, the Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”).
| (b) | Related Party Balances |
All related party balances payable, for services and business expense reimbursements rendered as at June 30, 2021 and 2020, are non-interest bearing and payable on demand, and are comprised of the following:
| Balance at June 30, | 2021 | 2020 | ||||||
| Payable to Nova Minerals | $ | 236,402 | $ | 205,648 | ||||
| Payable to officers & directors | 43,240 | 12,300 | ||||||
| $ | 279,642 | $ | 217,948 | |||||
NOTE 8 – SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Significant non-cash transactions for the years ended June 30, 2021 and June 30, 2020 were as follows:
| June 30, 2021 | June 30, 2020 | |||||||
| $ | $ | |||||||
| Exploration and evaluation assets in accounts payable | 117,015 | 54,322 | ||||||
| 117,015 | 54,322 | |||||||
F-20
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 9 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
| (a) | Classification and measurement changes |
As at June 30, 2021, the Company’s financial instruments consist of cash, accounts payable, convertible debentures, amounts due to related parties and derivative liability. Cash, accounts payable and due to related party are designated as at amortized cost, while convertible debentures are initially measured at fair value, then amortized using the effective interest rate method and the derivative liability relating to the conversion feature of the convertible debentures is measured at fair value through profit and loss.
| (b) | Fair Value of Financial Instruments |
IFRS requires disclosures about the inputs to fair value measurements for financial assets and liabilities recorded at fair value, including their classification within a hierarchy that prioritizes the inputs to fair value measurement.
The three levels of hierarchy are:
Level 1 – Quoted prices 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.
As at June 30, 2021, the Company believes that the carrying values of cash, accounts payable, convertible debentures, derivative liability – convertible debentures conversion feature and due to related parties approximate their fair values because of their nature and relatively short maturity dates or durations.
| (c) | Financial Instruments Risk |
The Company’s financial instruments are exposed in varying degrees to a variety of financial risks. The Board approves and monitors the risk management processes:
| (i) | Credit risk: |
Credit risk exposure primarily arises with respect to the Company’s cash and receivables. The risk exposure is limited because the Company places its instruments in banks of high credit worthiness within Canada and continuously monitors the collection of other receivables.
| (ii) | Liquidity risk: |
Liquidity risk is the risk that the Company cannot meet its financial obligations as they become due. The Company’s approach to managing liquidity is to ensure as far as possible that it will have sufficient liquidity to settle obligations and liabilities when they become due. As at June 30, 2021, the Company had cash of $318,844 (June 30, 2020 - $143,089) and a working capital deficiency of $977,358 (June 30, 2020 – $189,254) with total liabilities of $1,374,819 (June 30, 2020 - $343,734).
| (iii) | Market risk: |
| a. | 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. A change of 100 basis points in the interest rates would not be material to the financial statements. |
| b. | Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in the foreign exchange rates. Assuming all other variables constant, an increase or a decrease of 10% of the Australian dollar against the Canadian dollar, the net loss of the Company and the equity for the year ended June 30, 2021 would have varied by a negligible amount. |
| c. | The Company had no hedging agreements in place with respect to foreign exchange rates. |
F-21
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 10 – CAPITAL MANAGEMENT
The Company’s objective when managing capital is to safeguard the Company’s 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.
NOTE 11 – SEGMENT INFORMATION
The Company has determined that it has one reportable operating segment, being the acquisition, exploration, and devaluation of mineral properties located in Canada. At June 30, 2021, all of the Company’s operating and capital assets are located in Canada.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
| a. | The Company only undiscounted liabilities are accounts payable and accrued liabilities and amounts due to related parties, which are due within one year and as at June 30, 2021 totaled $541,767 (June 30, 2020 – $125,786). |
| b. | On December 2, 2020, the Company entered into a consulting agreement with its CEO, cancellable on three-months’ notice. As part of his remuneration package, the Company’s CEO is entitled to the following compensation: |
| ● | US$15,000 signing fee; |
| ● | US$10,000 retainer per month; and |
| ● | 240,000 Restricted Shares Units, to be awarded upon the achievement of the following targets: |
| o | 50,000 Restricted Share Units (“performance Shares”) to be awarded on completion of an initial assessment of Snow Lake Lithium™ property; |
| o | 70,000 Restricted Share Units to be awarded upon increasing the Snow Lake Lithium™ resource to above 12Mt lithium at or above 1% Li20 and at or above a cutoff grade of 0.4% Li20; |
| o | 120,000 Restricted Share Units to be awarded upon successful IPO. |
F-22
SNOW LAKE RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended June 30, 2021 and 2020
(Expressed in Canadian Dollars)
NOTE 13 – INCOME TAXES
Income tax expense differs from the amount that would result by applying the combined Canadian federal and provincial income tax rates to net income before income taxes. The statutory rate was 27% (2020 – 27%) for the years ended June 30, 2021 and 2020.
| June 30, | June 30, | |||||||
| 2021 | 2020 | |||||||
| $ | $ | |||||||
| Loss before income taxes | 552,436 | 182,116 | ||||||
| Combined federal and provincial statutory income tax rates | 27 | % | 27 | % | ||||
| Income tax recovery at statutory rates | 149,158 | 49,171 | ||||||
| Non-deductible differences | (7,310 | ) | 18,711 | |||||
| Change in unrecognized deductible temporary differences | (141,848 | ) | (67,882 | ) | ||||
| 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 uncertainly of their recovery:
| June 30, | June 30, | |||||||
| 2021 | 2020 | |||||||
| $ | $ | |||||||
| Non-capital losses carried forward | 300,805 | 169,751 | ||||||
| Exploration and evaluation assets | (109,447 | ) | (60,266 | ) | ||||
| Other items | 15,278 | 5,409 | ||||||
| 206,636 | 114,894 | |||||||
Non-capital losses carried forward
The Company has non-capital tax losses available to reduce taxes in future years of approximately $1,114,000 (2020 – $629,000). These losses have expiry dates between 2038 and 2041.
Tax attributes are subject to review, and potential adjustment, by tax authorities.
NOTE 14 – SUBSEQUENT EVENT
On October 7, 2021, the Company completed a consolidation of its share capital on the basis of one new common share for every five pre-consolidation common shares.
F-23
Snow Lake Resources Ltd.
Condensed Consolidated Interim Financial Statements
For the Three and Six months Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
(UNAUDITED)
F-24
F-25
SNOW LAKE RESOURCES LTD.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
| December 31, | June 30, | |||||||||
| Note | 2021 | 2021 | ||||||||
| $ | $ | |||||||||
| Assets | ||||||||||
| Current | ||||||||||
| Cash | 30,779,336 | 318,844 | ||||||||
| Prepaids and deposits | 5 | 1,253,756 | 67,973 | |||||||
| Sales tax receivable | 53,156 | 10,644 | ||||||||
| 32,086,248 | 397,461 | |||||||||
| Non-current | ||||||||||
| Exploration and evaluation assets | 6 | 6,169,715 | 5,730,224 | |||||||
| Total assets | 38,255,963 | 6,127,685 | ||||||||
| Liabilities | ||||||||||
| Current | ||||||||||
| Accounts payable | 391,224 | 262,125 | ||||||||
| Loan payable | 7 | 782,423 | - | |||||||
| Due to related party | 11 | 249,570 | 279,642 | |||||||
| Convertible debentures | 8(a) | - | 423,139 | |||||||
| Derivative liability | 8(d) | 626,665 | 409,913 | |||||||
| 2,049,882 | 1,374,819 | |||||||||
| Shareholders’ Equity | ||||||||||
| Share capital | 9 | 37,925,083 | 5,750,252 | |||||||
| Reserves | 9 | 2,965,180 | 1,274,138 | |||||||
| Deficit | (4,684,182 | ) | (2,271,524 | ) | ||||||
| Total shareholders’ equity | 36,206,081 | 4,752,866 | ||||||||
| Total liabilities and shareholders’ equity | 38,255,963 | 6,127,685 | ||||||||
Nature of operations (Note 1)
Commitments and contingencies (Note 14)
Subsequent event (Note 15)
Approved on behalf of the Board of Directors on March 31, 2022:
| “Louie Simens” | “Nachum Labkowski” | |
| Louie Simens, Director | Nachum Labkowski, Director |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-26
SNOW LAKE RESOURCES LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
Expressed in Canadian Dollars)
| Three months | Six months | |||||||||||||||||
| Periods ended December 31, | Note | 2021 | 2020 | 2021 | 2020 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Expenses | ||||||||||||||||||
| Bank fees and interest | 3,284 | 354 | 4,077 | 557 | ||||||||||||||
| Consulting fees | 64,071 | 15,650 | 82,771 | 24,650 | ||||||||||||||
| Director and officer consulting fees | 173,671 | 45,593 | 238,102 | 71,093 | ||||||||||||||
| General and administrative | 10,616 | 385 | 32,118 | 6,593 | ||||||||||||||
| Interest expense and accretion on convertible debenture | 8(a) | 31,979 | - | 126,884 | - | |||||||||||||
| Other interest and charges | 7 & 11 | 28,207 | - | 28,207 | - | |||||||||||||
| Insurance | 96,656 | - | 98,299 | - | ||||||||||||||
| Amortization of transaction cost | 8(a) | 41,645 | - | 50,618 | - | |||||||||||||
| Professional fees | 378,133 | 1,372 | 393,811 | 5,897 | ||||||||||||||
| Share-based payments | 1,713,160 | - | 1,713,160 | - | ||||||||||||||
| Transfer agent and regulatory fees | 129,235 | - | 139,491 | - | ||||||||||||||
| Travel expenses | 18,281 | - | 18,281 | - | ||||||||||||||
| (2,688,938 | ) | (63,354 | ) | (2,925,819 | ) | (108,790 | ) | |||||||||||
| Other income (loss) | ||||||||||||||||||
| Foreign currency | 19,778 | 5,031 | 18,198 | 5,031 | ||||||||||||||
| Government grants | 10 | 30,995 | - | 30,995 | - | |||||||||||||
| Gain on change in fair value of derivative liability | 8(d) | 438,340 | - | 463,968 | - | |||||||||||||
| Loss and comprehensive loss for the period | (2,199,825 | ) | (58,323 | ) | (2,412,658 | ) | (103,759 | ) | ||||||||||
| Weighted average number of shares outstanding | ||||||||||||||||||
| Basic and diluted | 14,876,909 | 13,008,014 | 13,943,543 | 13,008,014 | ||||||||||||||
| Loss per share | ||||||||||||||||||
| Basic and diluted | $ | (0.15 | ) | $ | (0.00 | ) | $ | (0.17 | ) | $ | (0.01 | ) | ||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-27
SNOW LAKE RESOURCES LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian Dollars, except number of shares)
| Share Capital | Reserves | Total | |||||||||||||||||||||
| Notes | Common shares * | Issued capital | Warrant | Stock options | Total Reserves | Accumulated losses | shareholders’ equity | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Balance at June 30, 2020 | 13,008,006 | 5,745,369 | 26,439 | 1,154,905 | 1,181,344 | (1,719,088 | ) | 5,207,625 | |||||||||||||||
| Loss for the period | - | - | - | - | - | (103,759 | ) | (103,759 | ) | ||||||||||||||
| Balance at December 31, 2021 | 13,008,006 | 5,745,369 | 26,439 | 1,154,905 | 1,181,344 | (1,822,847 | ) | 5,103,866 | |||||||||||||||
| Warrants exercised | 2,170 | 4,883 | - | - | - | - | 4,883 | ||||||||||||||||
| Convertible debenture warrants | - | - | 90,769 | - | 90,769 | - | 90,769 | ||||||||||||||||
| Convertible debenture finder’s warrants | - | - | 2,025 | - | 2,025 | - | 2,025 | ||||||||||||||||
| Loss for the period | - | - | - | - | - | (448,677 | ) | (448,677 | ) | ||||||||||||||
| Balance at June 30, 2021 | 13,010,176 | 5,750,252 | 119,233 | 1,154,905 | 1,274,138 | (2,271,524 | ) | 4,752,866 | |||||||||||||||
| Issued on IPO | 3,680,000 | 34,988,520 | - | - | - | - | 34,988,520 | ||||||||||||||||
| Share issue cost | - | (3,932,926 | ) | - | - | - | - | (3,932,926 | ) | ||||||||||||||
| Convertible debenture finder’s warrants | - | - | 2,743 | - | 2,743 | - | 2,743 | ||||||||||||||||
| Warrants exercised | 159,736 | 264,581 | (24,861 | ) | - | (24,861 | ) | - | 239,720 | ||||||||||||||
| Shares issued on convertion of convertible debt | 751,163 | 854,656 | - | - | - | - | 854,656 | ||||||||||||||||
| Shared-based payments | - | - | - | 1,713,160 | 1,713,160 | - | 1,713,160 | ||||||||||||||||
| Loss for the period | - | - | - | - | - | (2,412,658 | ) | (2,412,658 | ) | ||||||||||||||
| Balance at December 31, 2021 | 17,601,075 | 37,925,083 | 97,115 | 2,868,065 | 2,965,180 | (4,684,182 | ) | 36,206,081 | |||||||||||||||
| * | The Company’s completed a 5:1 share consolidation on October 7, 2021. Shares, warrants, and options in the consolidated financial statements are presented on a post-consolidation basis. |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-28
SNOW LAKE RESOURCES LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
| Six months ended December 31, | 2021 | 2020 | ||||||
| $ | $ | |||||||
| Cash flows used in operating activities | ||||||||
| Loss for the period | (2,412,658 | ) | (103,759 | ) | ||||
| Adjustments for items not involving cash: | ||||||||
| Recovery of flow through share liability | - | - | ||||||
| Interest expense and accretion | 126,884 | - | ||||||
| Amortization of transaction cost | 50,618 | - | ||||||
| Share-based payments | 1,713,160 | - | ||||||
| Gain on change in fair value of derivative liability | (463,968 | ) | - | |||||
| Net changes in non-cash working capital: | ||||||||
| Prepaids and deposits | (1,185,783 | ) | - | |||||
| Sales tax receivable | (42,512 | ) | 104 | |||||
| Accounts payable | 13,750 | (34,103 | ) | |||||
| Due to related party | (30,072 | ) | 61,227 | |||||
| (2,230,581 | ) | (76,531 | ) | |||||
| Cash flows used in investing activities | ||||||||
| Payments for exploration and evaluation assets | (324,142 | ) | (46,965 | ) | ||||
| (324,142 | ) | (46,965 | ) | |||||
| Cash flows provided by (used in) financing activities | ||||||||
| Loan from Nova Minerals Limited | - | 32,700 | ||||||
| Proceeds from the exercise of warrants | 239,720 | - | ||||||
| Issue of loan payable | 782,423 | - | ||||||
| Proceeds from private placement | 34,988,520 | - | ||||||
| Transaction costs related to issuance of shares or options | (2,995,448 | ) | - | |||||
| 33,015,215 | 32,700 | |||||||
| Net increase (decrease) in cash | 30,460,492 | (90,796 | ) | |||||
| Cash, beginning of the period | 318,844 | 143,089 | ||||||
| Cash, end of the period | 30,779,336 | 52,293 | ||||||
Supplemental disclosure with respect to cash flows (Note 12)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-29
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOTE 1 – NATURE OF OPERATIONS
Snow Lake Resources Ltd., d/b/a Snow Lake Lithium Ltd. (Nasdaq: LITM) (“Snow Lake” or the “Company”) was incorporated under the Canada Business Corporations Act on May 25, 2018. The corporate and principal place of business is 242 Hargrave St. #1700, Winnipeg, Manitoba, R3C 0V1 Canada. The Company is a Canadian natural resource exploration company engaged in the exploration and development of mineral resources through the subsidiaries:
| i. | Snow Lake Exploration Ltd. (“SLE”) |
| ii. | Snow Lake (Crowduck) Ltd. (“SLC”) |
| iii. | Thompson Bros Lithium Pty Ltd. (formerly Manitoba Minerals Pty Ltd.) (“Thompson Bros”) (Now dissolved) |
In this report, Snow Lake and the subsidiaries it controls are referred to as “the Group”.
On March 7, 2019, Snow Lake and Nova Minerals Ltd. (“Nova”), a related party, entered into a share sale agreement (the “Agreement”), whereby Snow Lake acquired all 100,000,000 of the issued and outstanding shares of Thompson Bros Lithium Pty Ltd (“Thompson Bros”), formerly Manitoba Minerals Pty Ltd (“Manitoba Minerals”)., a wholly owned subsidiary of Nova as part of a group restructuring.
On February 9, 2021, Thompson Bros was dissolved.
On November 22, 2021, the Company initiated trading under NASDAQ Composite under the symbol “LITM”
On November 23, 2021, the Company closed its initial public offering (“IPO”) issuing 3,680,000 common shares, including 480,000 common shares issued under the underwriters’ over-allotment option, at a price of $9.51 (US$7.50) per share for gross proceeds of $34,988,520 (US$27,600,000). The Company incurred approximately $3.9 million in cost associated with the issuance.
These unaudited condensed consolidated interim financial statements were approved by the Board of Directors for issue on March 31, 2022.
NOTE 2 – BASIS OF PRESENTATION
| (a) | Accounting Policies |
The principal accounting policies applied in the preparation of these condensed consolidated interim financial statements are set out below. These policies have been consistently applied in the periods presented, unless otherwise stated. These unaudited condensed consolidated interim financial statements are expressed in Canadian dollars, which is the Company’s presentation and functional currency.
| (b) | Statement of compliance |
The Company applies International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretation issued by the International Financial Reporting Interpretations Committee (“IFRIC”). These unaudited condensed consolidated interim financial
statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC.
F-30
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
The policies applied in these unaudited condensed consolidated interim financial statements are based on IFRSs issued and outstanding as of March 31, 2022, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed consolidated interim financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended June 30, 2021. Any subsequent changes to IFRS that are given effect in the Company’s annual consolidated financial statements for the year ending June 30, 2022, could result in restatement of these unaudited condensed consolidated interim financial statements.
NOTE 3 – CAPITAL MANAGEMENT
The Company’s objective when managing capital is to safeguard the Company’s 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 adjusts in light of changes in economic conditions and the risk characteristics of the underlying assets.
NOTE 4 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
| (a) | Classification and measurement changes |
As of December 31, 2021, the Company’s financial instruments consist of cash, accounts payable, loan payable, amounts due to related parties and derivative liability. Cash, accounts payable and due to related party are designated as at amortized cost, convertible debentures are initially measured at fair value, then amortized using the effective interest rate method and the derivative liability relating to the conversion feature of the convertible debentures is measured at fair value through profit and loss.
| (b) | Fair Value of Financial Instruments |
IFRS requires disclosures about the inputs to fair value measurements for financial assets and liabilities recorded at fair value, including their classification within a hierarchy that prioritizes the inputs to fair value measurement.
The three levels of hierarchy are:
Level 1 – Quoted prices 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.
F-31
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
As of December 31, 2021, the Company believes that the carrying values of cash, accounts payable, loan payable, convertible debentures, derivative liability – convertible debentures conversion feature and due to related parties approximate their fair values because of their nature and relatively short maturity dates or durations.
| (c) | Financial Instruments Risk |
The Company’s financial instruments are exposed in varying degrees to a variety of financial risks. The Board approves and monitors the risk management processes:
| (i) | Credit risk: |
Credit risk exposure primarily arises with respect to the Company’s cash and receivables. The risk exposure is limited because the Company places its instruments in banks of high credit worthiness within Canada and continuously monitors the collection of other receivables.
| (ii) | Liquidity risk: |
Liquidity risk is the risk that the Company cannot meet its financial obligations as they become due. The Company’s approach to managing liquidity is to ensure as far as possible that it will have sufficient liquidity to settle obligations and liabilities when they become due. As of December 31, 2021, the Company had cash of $30,779,336 (June 30, 2021 - $318,844) and a working capital of $30,036,366 (June 30, 2021 – deficiency of $977,358) with total liabilities of $2,049,882 (June 30, 2021 - $1,374,819).
| (iii) | Market risk: |
| a. | 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. A change of 100 basis points in the interest rates would not be material to the financial statements. |
| b. | Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in the foreign exchange rates. |
| ● | Assuming all other variables constant, an increase or a decrease of 10% of the Australian dollar against the Canadian dollar, the net loss of the Company and the equity for the period ended December 2021 would have varied by approximately $17,000. |
| ● | Assuming all other variables constant, an increase or a decrease of 10% of the United States dollar against the Canadian dollar, the net loss / gain of the Company and the equity for the period ended December 2021 would have varied approximately $3,078,000. |
| c. | The Company had no hedging agreements in place with respect to foreign exchange rates. |
NOTE 5 – PREPAIDS AND DEPOSITS
Included under prepaid expenses are approximately $1,063,000 in prepaid insurance and $189,000 on advances related to exploration work.
F-32
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOTE 6 – EXPLORATION AND EVALUATION ASSETS
Changes in the Company’s exploration and evaluation assets between the year ended June 30, 2021, and the six months ended December 31, 2021 are reconciled as follows:
| As of | December 31, 2021 | June 30, 2021 | ||||||
| Balance beginning of the period | $ | 5,730,224 | $ | 5,396,879 | ||||
| Exploration and evaluation expenditures | 439,491 | 333,345 | ||||||
| Balance end of the period | $ | 6,169,715 | $ | 5,730,224 | ||||
NOTE 7 – LOAN PAYABLE
On November 29, 2021, the Company entered into a loan agreement for US$692,970. The loan carries an interest rate of 4.7% and is payable in equal instalments of US$78,512. Included under Other Interest Charges are $3,455 in interest expenses related to this loan. The loan matures on August 18, 2022.
NOTE 8 – CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITY
| (a) | Convertible debentures: |
In February 2021, the Company issued convertible debt (the “Debentures”) for a total of $865,263 (the “Subscribed Amount”). The Debentures were sold at a discount of approximately 5% for proceeds of $805,000, net of a $15,000 cash commission.
Under the terms of the Agreement, the Subscribed Amount plus interest accrued, at a rate which should be the higher of (i) 12% per annum or (ii) Wall Street Prime Rate (currently approximately 3.3%) + 7%, is convertible, at the option of the Debenture holder, into common shares of the Company at a price that is the lesser of (i) $1.25 per share or (ii) a 20% discount to the price of a Liquidity Transaction (defined below). The conversion feature expires (the “Expiry Date”) on the earlier of twenty-four months from execution, or the closing of a registered public offering (the “Liquidity Transaction”).
In the event of a default, interest accrues at the lesser of (i) 24% per annum or (ii) the maximum legally authorized rate. The Company has the right to repay the note prior to maturity at 110% of the then outstanding principal and interest. The Company must provide 30 days’ notice and the Lender shall have the right to convert prior to the 30-day notice expiration.
The remaining undiscounted principal balance outstanding of the Debentures as of June 30, 2021, was $865,263.
The Company determined the fair value of the conversion feature component upon initial recognition was $442,589. The residual $362,411 value of the $805,000 net proceeds received was allocated on a pro-rata basis between the debt component ($271,642) and the warrants component ($90,769) based on their relative fair values. The debt component was discounted at a rate of 20% and 346,104 subscriber warrants were valued using the Black Scholes valuation model, using the following assumptions: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18% - 0.22%, market price: $1.50; and exercise price of $1.50. The Company recognized $101,565 of accretion expense relating to accreting the debt component of the Debentures up to their principal value and $38,699 of cash interest payable.
F-33
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
The Company incurred $24,507 in transaction costs pursuant to issuing the Debentures, including paying a $15,000 cash commission, issuing 15,000 finder’s warrants exercisable at $1.50 for the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange and $27 in bank charges. These costs, along with the $45,263 discount, are being amortized over the term of the Debentures. During the year ended June 30, 2021, the Company amortized $13,284 of transaction costs and discount in the statement of loss and comprehensive loss, including $2,025 recorded to the warrants reserve for the value of the finder’s warrants allocated to the warrants component. The 15,000 finder’s warrants were valued using the Black Scholes valuation model, using the following assumption: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18% - 0.22%, market price: $1.50; and exercise price of $1.50.
During November 2021 all debt holders exercised their conversion rights at a price of $1.25 per common share.
The following schedule describes the break-down of the components of the debenture and allocations to each of its components:
| Convertible debenture | Derivative liability - convertible debenture conversion feature | Warrants value recorded to warrants reserve | Interest expenses and accretion | |||||||||||||
| Balance June 30, 2020 | $ | - | $ | - | $ | - | $ | - | ||||||||
| Principal value of convertible debenture | 865,263 | - | - | - | ||||||||||||
| Discount on proceeds received | (45,263 | ) | - | - | - | |||||||||||
| Cash commission | (15,000 | ) | - | - | - | |||||||||||
| Allocation to conversion feature | (442,589 | ) | 442,589 | - | ||||||||||||
| Allocation to warrants | (90,769 | ) | 90,769 | - | ||||||||||||
| Value at initial recognition | 271,642 | 442,589 | 90,769 | - | ||||||||||||
| Accretion expense | 101,565 | - | - | 101,565 | ||||||||||||
| Interest expense | 38,699 | - | - | 38,699 | ||||||||||||
| Amortization of transaction cost | 11,233 | - | 2,025 | - | ||||||||||||
| Gain on change in fair value of conversion feature derivative liability | - | (32,676 | ) | - | - | |||||||||||
| Balance June 30, 2021 | 423,139 | 409,913 | 92,794 | 140,264 | ||||||||||||
| Accretion expense | 91,895 | - | - | 91,895 | ||||||||||||
| Interest expense | 34,989 | - | - | 34,989 | ||||||||||||
| Amortization of transaction cost | 47,875 | - | 2,743 | 50,618 | ||||||||||||
| Gain on change in fair value of conversion feature derivative liability | - | (153,155 | ) | - | - | |||||||||||
| Warrants exercised | - | - | (24,861 | ) | - | |||||||||||
| Conversion of convertible debenture | (597,898 | ) | (256,758 | ) | - | - | ||||||||||
| Balance December 31, 2021 | $ | - | $ | - | $ | 70,676 | $ | 317,766 | ||||||||
F-34
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
| (b) | Compensation warrants: |
As part of the initial IPO that the Company closed on November 23, 2021, the Company issued 184,000 warrants exercisable at US$9.375 before November 23, 2026. The fair value of the warrants was recorded to share issue costs and was estimated at $937,478 on the date issued assuming an expected volatility of 70% and a risk-free interest rate of 1.58%; an expected life of five years.
The Company measures at each reporting period the fair value of its warrants denominated in a currency other that the Company’s functional currency which is the Canadian dollar. All the warrants issued under the IPO were denominated in United States dollars.
All derivatives have been classified as fair value through profit and loss, are included on the balance sheet within other assets, warrants or other liabilities. Gains and losses on re-measurement to fair value of warrants are included in “other gains and losses (net)”.
The fair value of all warrants is determined at each reporting period and at the time they are exercised. The difference between the carrying value and re-measured value is charged to income.
The warrants were valued using the Black Scholes valuation model, assuming a dividend yield as well as the risk-free rate, market price; and exercise price described in the table below:
| Canadian dollars | ||||||||||||||||||||||||||||||||||||
| Valuation date | Number of warrants | Market price of unit USD | Volatility | Risk-free interest rate | Expected life (yrs.) | Foreign exchange rate | Exercise price | Fair value of a unit | Fair value | |||||||||||||||||||||||||||
| November 23, 2021 | 184,000 | $ | 7.50 | 70 | % | 1.58 | % | 5.0 | 1.2707 | $ | 11.91 | $ | 5.09 | $ | 937,478 | |||||||||||||||||||||
| December 31, 2021 | 184,000 | $ | 5.76 | 70 | % | 1.25 | % | 4.9 | $ | 1.2678 | $ | 11.89 | $ | 3.41 | $ | 626,665 | ||||||||||||||||||||
| Revaluation | $ | (310,813 | ) | |||||||||||||||||||||||||||||||||
| (c) | Gain on change in fair value of derivative liabilities: |
The following schedule summarizes the gain (loss) on derivative liabilities for the three and six months ended December 31, 2021:
| Periods ended December 31, 2021 | Three months | Six months | ||||||
| Gain on change in fair value of conversion feature derivative liability | $ | 127,527 | $ | 153,155 | ||||
| Gain in reevaluation of derivative warrants | 310,813 | 310,813 | ||||||
| $ | 438,340 | $ | 463,968 | |||||
NOTE 9 – SHARE CAPITAL AND RESERVES
| (a) | Authorized |
Unlimited number of voting common shares without par value.
Unlimited preferred shares.
F-35
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
| (b) | Issued Share Capital |
The following schedule describes the Company’s capital transactions since June 30, 2020:
| Shares | Issued capital | |||||||
| # | $ | |||||||
| Balance – June 30, 2020 | 13,008,006 | 5,745,369 | ||||||
| Warrants exercised | 2,170 | 4,883 | ||||||
| Balance – June 30, 2021 | 13,010,176 | 5,750,252 | ||||||
| Shares issued on initial public offering | 3,680,000 | 34,988,520 | ||||||
| Conversion of convertible debt | 751,163 | 854,656 | ||||||
| Warrants exercised | 159,736 | 239,720 | ||||||
| Share issue costs | - | (3,932,926 | ) | |||||
| Fair value of warrants exercised | - | 24,861 | ||||||
| Balance December 31, 2021 | 17,601,075 | 37,925,083 | ||||||
| (c) | Common Share Transaction Details |
The Company had the following common share transactions during the year ended June 30, 2021, and the six months ended December 31, 2021:
| ● | During March 2021, the Company issued 2,170 common shares pursuant to the exercise of warrants for proceeds of $4,883. |
| ● | On November 23, 2021, the Company closed its IPO issuing 3,680,000 common shares, including 480,000 common shares issued under the underwriters’ over-allotment option, at a price of $9.51 (US$7.50) per share for gross proceeds of $34,988,520 (US$27,600,000). The Company incurred approximately $3.9 million in cost associated with the issuance. |
| ● | On November 23, 2021, the Company issued 751,163 common shares for the conversion of all outstanding convertible debt at a price of $1.25 per common share (see Note 8(a)). |
| ● | During December 2021, the company issued 159,736 common shares pursuant to the exercise of warrants for proceeds of $239,720. |
| ● | On November 30, 2021, the company issued 57,105 common shares pursuant to the exercise of warrants for proceeds of $85,657.50. |
| ● | On December 16, 2021, the company issued 102,631 common shares pursuant to the exercise of warrants for proceeds of $153,946.50. |
F-36
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
| (d) | Warrants |
The following tables summarizes common share purchase warrants transactions and outstanding as of December 31, 2021:
| Exercise | Balance | Balance | Expiry | |||||||||||||||||||
| Grant Date | price | 30-Jun-20 | Issued | Exercised | 31-Dec-21 | Dates | ||||||||||||||||
| November 29, 2018 | $ | 1.50 | 400,000 | - | (50,000 | ) | 350,000 | November 23, 2023 | ||||||||||||||
| December 3, 2018 | $ | 1.25 | 32,000 | - | - | 32,000 | November 23, 2023 | |||||||||||||||
| December 3, 2018 | $ | 1.25 | 16,000 | - | - | 16,000 | November 23, 2023 | |||||||||||||||
| December 31, 2018 | $ | 2.25 | 71,427 | - | - | 71,427 | November 23, 2023 | |||||||||||||||
| February 8, 2021 | $ | 1.50 | 198,734 | - | (94,736 | ) | 103,998 | November 23, 2023 | ||||||||||||||
| February 8, 2021 | $ | 1.50 | 15,000 | - | (15,000 | ) | - | November 23, 2023 | ||||||||||||||
| February 22, 2021 | $ | 1.50 | 147,364 | - | - | 147,364 | November 23, 2023 | |||||||||||||||
| November 23, 2021 | US 9.375 | - | 184,000 | - | 184,000 | November 23, 2026 | ||||||||||||||||
| Total | 880,525 | 184,000 | (159,736 | ) | 904,789 | |||||||||||||||||
As part of the convertible debentures issued in February 2021, the Company issued 346,098 warrants to subscribers of the debentures. Debenture holders were eligible to receive such number of common shares purchase warrants equal to half of the number of common shares issuable upon conversion of the debenture at the initial conversion price ($1.25). Each warrant was exercisable into one common share at an exercise price of $1.50 per warrant until the earlier of (i) 60 months from the grant date or (ii) 24 months from the Company completing a listing on a Canadian stock exchange. These warrants were valued at $90,769, recorded to the warrants reserve after allocating, on a pro-rata basis, the $362,411 residual value of the Debentures between the debt and warrants components after the initial allocation of $442,589 of the $805,000 net proceeds received to the conversion feature.
The Debenture warrants were valued using the Black Scholes valuation model, using the following assumptions: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18% - 0.22%, market price: $1.50; and exercise price of $1.50. The Company recognized $101,565 of accretion expense relating to accreting the debt component of the Debentures up to their principal value and $38,699 of cash interest payable. $2,025 of Debenture transaction costs was recorded to the warrants reserve in amortizing the value of transaction costs allocated to the warrants component of the Debentures.
15,000 Debenture finder’s warrants exercisable on the same terms as the Debenture warrants were valued at $9,480 using the Black Scholes valuation model, using the following assumptions: expected life: 2.5 years; volatility: 70%; dividend yield: nil; risk-free rate: 0.18%, market price: $1.50; and exercise price of $1.50. The value of these warrants allocated to loan liability transaction costs is being amortized in the statement of loss and comprehensive loss in accreting up the carrying value of the Debenture loan liability to its principal balance and the value allocated to Debenture warrants transaction costs is being amortized to the warrants reserve over the term of the Debentures.
As part of the IPO that the Company closed on November 23, 2021, the Company issued 184,000 warrants exercisable at US$9.375 before November 23, 2026. Since the warrants are denominated in USD they are considered derivative liabilities hence classified as such (see Note 8(b)).
| (e) | Stock Options |
The following table summarizes the stock options issued and outstanding as of June 30, 2021 and December 31, 2021:
F-37
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
| Number of stock options | Weighted average exercise price | |||||||
| # | $ | |||||||
| Balance at June 30, 2019 (1) | 1,040,000 | $ | 2.50 | |||||
| Option cancelled | (220,000 | ) | 2.50 | |||||
| Balance June 30, 2020 | 820,000 | 2.50 | ||||||
| Options cancelled | (160,000 | ) | 2.50 | |||||
| Options reinstated (2) | 160,000 | 2.50 | ||||||
| Balance at June 30, 2021 | 820,000 | 2.50 | ||||||
| Options granted (3) | 1,269,386 | 9.46 | ||||||
| Balance at December 31, 2021 | 2,089,386 | 6.73 | ||||||
| (1) | The options vested on issuance and have an expiry date of May 24, 2023. |
| (2) | 160,000 options were cancelled and reinstated as a result of the resignation and reincorporation of a director. |
| (3) | Exercisable at US$7.50 |
On November 18, 2021, Company granted an aggregate of 1,269,386 incentive stock options to officers, directors and consultants of the Company, pursuant to the Company’s Plan, at an exercise price of US$7.50 per share. All options vested quarterly over a period of one year, 25% vesting three months after granting, 25% six months after granting, 25% nine months after granting and 25% twelve months after granting. All options granted are exercisable until November 18, 2026. The fair value of each option was estimated on the date of the grant using the Black-Scholes option pricing model, with the following assumptions: share price of US$7.5, expected dividend yield of 0%, expected volatility of 70%; risk-free interest rate of 1.47%; and n expected average life of 5 years. The fair value of all these options was estimated at $6,989,950 on granting.
As of December 31, 2021, the weighted average remaining contractual life of the stock options is 3.52 years (June 30, 2021 - 1.90 years).
NOTE 10 – GOVERNMENT GRANTS
On December 14, 2021, the Company received a grant for $30,995 from the Manitoba Minerals Development Fund, for the purposes of supporting strategic projects that contribute to sustainable economic growth in the Province of Manitoba.
F-38
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOTE 11 – RELATED PARTY TRANSACTIONS
| (a) | Related Party Transactions |
During the three and six months ended December 31, 2021 and 2020, the Company made payments to directors and officers, or to companies associated with these individuals, which are classified under the following categories:
Consulting fees paid to officers & directors:
| Three months ended | Six months ended | |||||||||||||||
| Periods ended December 31, | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Directors & officers consulting fees | $ | 173,671 | $ | 45,593 | $ | 238,102 | $ | 71,093 | ||||||||
| Exploration and evaluation expenditures | 50,563 | - | 62,563 | - | ||||||||||||
| $ | 224,234 | $ | 45,593 | $ | 300,665 | $ | 71,093 | |||||||||
Management consulting fees are paid to companies controlled by the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”).
Included under Other Interest and Charges there are $24,762 (USD 20,000) related to a short-term loan charge paid to Nova Minerals Limited.
| (b) | Related Party Balances |
All related party balances payable, for services and business expense reimbursements rendered as of December 31, 2021 and June 30, 2021, are non-interest bearing and payable on demand, and are comprised of the following:
| December 30, | June 30, | |||||||
| 2021 | 2021 | |||||||
| Payable to Nova Minerals | $ | 233,299 | $ | 236,402 | ||||
| Payable to officers & directors | 16,271 | 43,240 | ||||||
| $ | 249,570 | $ | 279,642 | |||||
F-39
SNOW LAKE RESOURCES LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOTE 12 – SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Significant non-cash transactions for the six months ended December 31, 2021 and the year ended June 30, 2021 were as follows:
| December 31, | June 30, | |||||||
| 2021 | 2021 | |||||||
| Exploration and evaluation assets in accounts payable | $ | 232,364 | $ | 117,015 | ||||
| 232,364 | 117,015 | |||||||
NOTE 13 – SEGMENT INFORMATION
The Company has determined that it has one reportable operating segment, being the acquisition, exploration, and valuation of mineral properties located in Canada. At December 31, 2021, all of the Company’s operating and capital assets are located in Canada.
NOTE 14 – COMMITMENTS AND CONTINGENCIES
| a) | The Company’s only undiscounted liabilities are accounts payable and accrued liabilities and amounts due to related parties, which are due within one year. |
| b) | As part of his remuneration package, the Company’s CEO is entitled to the to receive Restricted Share Units (“RSU”) of which 240,000 were issued after December 31, 2021. See Note 15 – Subsequent Events |
NOTE 15 – SUBSEQUENT EVENT
In January 2022, as part of the CEO’s compensation package, the company issued the following RSU to its CEO:
| ● | 70,000 Restricted Share Units awarded for increasing the Snow Lake Lithium™ resource to above 12Mt lithium at or above 1% Li20 and at or above a cutoff grade of 0.43% Li20; |
| ● | 120,000 Restricted Share Units awarded for successful completion of IPO; and |
| ● | 50,000 RSU units related to the completion of a preliminary economic assessment of Snow Lake Lithium™ property. |
F-40
10,000,000 Common Shares
Snow Lake Resources Ltd.
PRELIMINARY PROSPECTUS
ThinkEquity
, 2022
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
| Item 6. | Indemnification of Directors and Officers. |
Under the MCA, we may indemnify our current or former directors or officers or another individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity which the Company is or was a shareholder or creditor of, 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 his or her association with us or another entity. The MCA also provides that we may also advance moneys to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below.
However, indemnification is prohibited under the MCA unless the individual:
| ● | acted honestly and in good faith with a view to our best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request; and |
| ● | 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 his or her conduct was lawful. |
Our bylaws require us to indemnify each of our current or former directors or officers and each individual who acts or acted at our request as a director or officer of another entity which the Company is or was a shareholder or creditor of, as well as their respective heirs and successors, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer, except as may be prohibited by the MCA.
Under the form of indemnification agreement filed as an exhibit to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.
The form of underwriting agreement filed as an exhibit to this registration statement will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities.
In the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act.
On March 15, 2019, we closed a private placement financing, pursuant to which we issued 65,100 units at a price of C$1.75 (approximately US$1.41) per unit for aggregate gross proceeds of C$113,938 (approximately US$91,856). Each unit is comprised of one common share and a warrant for the purchase of one-half of one (1/2) common share at an exercise price of C$2.25 (approximately US$1.81) per whole share. These warrants may be exercised at any time until March 15, 2021.
On March 28, 2019, we issued one common share to Nova in relation to the intercompany loan re-assignment described under “Related Party Transactions” above.
On April 12, 2019, we issued 2,100,000 common shares to Progressive Planet and 300,000 common shares to Strider Resources in connection with our acquisition of the Snow Lake Lithium™ property. See “Corporate History and Structure” for more information regarding this transaction.
On May 25, 2019, we issued to certain of our officers and directors options to acquire 1,040,000 of our common shares. Some of those options have since been terminated; options to purchase 820,000 of our common shares remain outstanding. Each option provides the option holder the right to purchase one of our common shares until May 24, 2023, as an exercise price of C$2.50 per share.
II-1
On February 11, 2020, we issued 50 common shares on the exercise of a warrant for proceeds of C$113 (approximately US$91).
On January 1, 2021, Philip Gross became our Chief Executive Officer. Under our consulting agreement with Mr. Gross, we agreed to issue to him up to 240,000 of our restricted common shares under the following conditions: (i) 50,000 restricted share units are to be awarded to Mr. Gross on completion of an initial assessment of the Snow Lake Lithium™ property, (ii) 70,000 restricted share units to be awarded upon increasing the Snow Lake Lithium™ property resource to above 12Mt lithium at or above 1% Li20 and at or above a cut-off grade of 0.4% Li20. And (iii) 120,000 restricted share units to be awarded upon the completion of our initial public offering.
On February 8, 2021, we conducted an initial closing of a private placement offering of our unsecured convertible debentures in which we sold C$470,000 (approximately $378,910) in principal amount of the convertible debentures. On February 22, 2021, we conducted a second and final closing of this offering in which we sold C$350,000 (approximately $282,167) in principal amount of the convertible debentures. The convertible debentures, which were issued with an original issue discount of 5%, bear interest on the unpaid principal amount at a rate equal to the greater of 12% per annum, and (ii) the WSJ prime rate plus 7%, calculated and added to the principal amount annually, payable in cash in arrears on the maturity date. The convertible debenture matures on the earlier of (i) December 23, 2022, (ii) the date that we complete a public offering, and (iii) such earlier date as the principal amount of the debentures may become due, subject to and in accordance with the terms, conditions and provisions of the debentures, and further subject to extension upon mutual agreement of the parties. The convertible debentures entitle the purchasers to receive warrants to purchase a number of our common shares equal to 50% of the number of our common shares issuable upon conversion of the convertible debentures and at the time of the closing of this private placement, we issued to the debenture holders a total of 361,098 warrants to purchase Common Shares. Each warrant entitles the holder to purchase our common shares at an exercise price of C$1.50 (approximately $1.21) per share and expires on the earlier of five years from the date of issuance and two years after the closing of this Offering. Pursuant to the terms and conditions of section 6(h) of the debenture subscription agreement, the debenture holder has the registration rights that would require us to include the debentures, common shares, and warrants (i) not previously sold or transferred by the debenture holder; or (ii) not otherwise able to be freely sold by the debenture holder in this offering. Pursuant to section 15 of the debenture, the debenture holder also has participation rights to subscribe for and purchase the securities offered in this offering, at the initial public offering price, up to an amount of the Common Shares equal to the debenture holder’s principal amount. We received written waivers, dated October 26, 2021, from all of the debenture holders under which the debenture holders agreed to waive notice rights, registration rights and participation rights under the subscription agreements and related documents for the unsecured convertible debentures. On October 30, 2021, we entered into a note conversion agreement, which we refer to as the Conversion Agreement, with all of the debenture holders relating to the conversion of their unsecured convertible debentures into our common shares. Pursuant to the Conversion Agreement, the entire principal amount and accrued but unpaid interest as of October 31, 2021 of the debentures are converted into our common shares upon the closing of this offering at a price that is equal to the lesser of (i) C$1.25 (approximately US$1.01) per share or (ii) a 20% discount to the price at which we sell securities in this offering, for an aggregate number of 751,163 shares. Upon execution of the Conversion Agreement, all the holders of the debentures also agreed to waive their rights to receive the payment of accrued and outstanding interest under the debentures and will instead convert the accrued and outstanding interest into the common shares of the Company. If the Offering does not close on or before January 1, 2022, then interest will begin to accrue again back from October 31, 2021. A form of the Conversion Agreement is filed as an exhibit to this registration statement.
Between March 10, 2021 and March 15, 2021, we issued 2,170 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$4,882 (approximately US$3,936).
On November 21, 2021, we granted options to purchase 892,718 common shares to entities that were held by our directors and officers. The options have a weighted average exercise price of US$7.50 per share and a term of five years. They are subject to vesting over a minimum of 12 months with no more than 1/4 of such options vesting in any three-month period.
On November 30, 2021, we issued 159,736 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$239,604 (approximately US$193,229.03).
Between January 01, 2022 and January 10, 2022, we issued 240,000 of our common shares upon the issuance of shares to the CEO Philip Gross in accordance with the RSU package approved by the Company’s board of directors.
On April 08, 2022, we issued 42,105 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$63,157.50 (approximately US$50,933.47)
On April 28, 2022, we issued 21,052 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$31,578 (approximately US$25,466.13)
On June 15, 2022, we issued 10,000 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$15,000 (approximately US$12,096.77)
On July 06, 2022, we issued 10,526 of our common shares upon the exercise of outstanding warrants for proceeds to us of C$15,789 (approximately US$12,733.06)
No underwriters were involved in these issuances. We believe that each of the above issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.
II-2
Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits
II-3
| † | Filed herewith. |
II-4
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
| (1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
II-5
provided, however, that:
paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form F-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
| (2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (4) | if the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
| (5) | that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and |
| (6) | that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and |
| (iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winnipeg, Manitoba, Canada on September 23, 2022.
| SNOW LAKE RESOURCES LTD. | ||
| By: | /s/ Philip Gross | |
| Name: | Philip Gross | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Philip Gross and Keith Li, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Signature |
Title |
Date | ||
| /s/ Philip Gross | Chief Executive Officer and Chairman of the Board (Principal | September 23, 2022 | ||
| Philip Gross | Executive Officer) | |||
| /s/ Keith Li | Chief Financial Officer (Principal Financial and | September 23, 2022 | ||
| Keith Li | Accounting Officer) | |||
| /s/ Dale Schultz | Director and VP of Resource Development | September 23, 2022 | ||
| Dale Schultz | ||||
/s/ Hadassah Slater |
Independent Director | September 23, 2022 | ||
| Hadassah Slater | ||||
| /s/ Allan David Engel | Independent Director | September 23, 2022 | ||
| Allan David Engel |
II-7
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Snow Lake Resources Ltd. has signed this registration statement or amendment thereto in New York on September 23, 2022.
| Authorized U.S. Representative | ||
| By: | /s/ Ms. Colleen A. De Vries | |
| Name: | Ms. Colleen A. De Vries | |
| Title: | Senior Vice President on behalf of Cogency Global Inc. | |
II-8
Exhibit 1.1
UNDERWRITING AGREEMENT
between
SNOW LAKE RESOURCES LTD.
and
THINKEQUITY LLC
as Representative of the Several Underwriters
SNOW LAKE RESOURCES LTD.
UNDERWRITING AGREEMENT
New
York, New York
[●], 2022
ThinkEquity LLC
As
Representative of the several Underwriters named on Schedule 1 attached hereto
17 State Street, 41st Fl
New York, NY 10004
Ladies and Gentlemen:
The undersigned, Snow Lake Resources Ltd., a corporation formed under the laws of the Province of Manitoba, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Snow Lake Resources Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
| 1. | Purchase and Sale of Shares. |
1.1 Firm Shares.
1.1.1. Nature and Purchase of Firm Shares.
(i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] (“Firm Shares”) of the Company’s common shares, no par value (the “Common Shares”).
(ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per share (92.5% of the per Firm Share offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).
1.1.2. Shares Payment and Delivery.
(i) Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Dentons US LLP, 1221 Avenue of the Americas, New York, New York 10020 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.”
(ii) Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.
1.2 Over-allotment Option.
1.2.1. Option Shares. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional Common Shares, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional Common Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”
1.2.2. Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be later than one (1) full Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
1.2.3. Payment and Delivery. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date, and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” share refer to the time and date of delivery of the Firm Shares and the Option Shares.
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1.3 Representative’s Warrants.
1.3.1. Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] Common Shares, representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Common Share of $[●], which is equal to 125% of the public offering price of the Firm Shares. The Representative’s Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying Common Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
1.3.2. Delivery. Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.
2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the Option Closing Date, if any, as follows:
2.1 Filing of Registration Statement.
2.1.1. Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-[●]), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof.
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Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated [●], 2022, that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.
“Applicable Time” means [●], Eastern time, on the date of this Agreement.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Public Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.
“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Pricing Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.
2.1.2. Pursuant to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-41085) providing for the registration pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Common Shares. The registration of the Common Shares pursuant to Section 12(b) under the Exchange Act has been declared effective by the Commission on or prior to the date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.
2.2 Stock Exchange Listing. The Common Shares have been approved for listing on the NASDAQ Capital Market (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect of, delisting the Common Shares from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
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2.3 No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission for additional information.
2.4 Disclosures in Registration Statement.
2.4.1. Compliance with Securities Act and 10b-5 Representation.
(i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(ii) Neither the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii) The Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting” section of the Prospectus: information under the captions “Stabilization,” “Discretionary Accounts” and “Electronic Offer, Sale and Distribution of Securities,” and the information with respect to dealers’ concessions and reallowances contained in the section entitled “Discounts, Commissions and Reimbursement” (the “Underwriters’ Information”).
(iv) Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriters’ Information.
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2.4.2. Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.
2.4.3. Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus.
2.4.4. Regulations. The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus which are not so disclosed.
2.4.5. Scientific and Technical Matters. All scientific and technical information set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus relating to the Thompson Brothers Lithium Project (as defined therein) and/or any mining properties that are material to the Company has been prepared in accordance with the standards set forth in in subpart 1300 of the Commission’ Regulation S-K of the Securities Act and, to the knowledge of the Company, there have been no material changes to such information since the date of delivery or preparation thereof, except as disclosed or included in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
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2.5 Changes After Dates in Registration Statement.
2.5.1. No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position with the Company.
2.5.2. Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.6 Independent Accountants. To the knowledge of the Company, DeVisser Gray LLP (the “Auditor”), whose report is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.7 Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by IFRS); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-IFRS financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.
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2.8 Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Common Shares of the Company or any security convertible or exercisable into Common Shares of the Company, or any contracts or commitments to issue or sell Common Shares or any such options, warrants, rights or convertible securities.
2.9 Valid Issuance of Securities, etc.
2.9.1. Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Common Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding Common Shares were at all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties of the purchasers of such Shares, exempt from such registration requirements.
2.9.2. Securities Sold Pursuant to this Agreement. The Public Securities and Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken. The Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative’s Warrant Agreement has been duly and validly taken; the Common Shares issuable upon exercise of the Representative’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative’s Warrant and the Representative’s Warrant Agreement, such Common Shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such Common Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
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2.10 Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.
2.11 Validity and Binding Effect of Agreements. This Agreement and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.12 No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof.
2.13 No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.
2.14 Corporate Power; Licenses; Consents.
2.14.1. Conduct of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.14.2. Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Representative’s Warrant Agreement and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement and the Representative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
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2.15 D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”) as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section 2.24 below), provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.16 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.
2.17 Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the Province of Manitoba, Canada, as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.18 Insurance. The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks which the Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least equal to $5,000,000 and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.
2.19 Transactions Affecting Disclosure to FINRA.
2.19.1. Finder’s Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determined by FINRA.
2.19.2. Payments Within Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than the payment to the Underwriters as provided hereunder in connection with the Offering.
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2.19.3. Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
2.19.4. FINRA Affiliation. To the Company’s knowledge, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company's securities or (iii) beneficial owner of the Company's unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
2.19.5. Information. All information provided by the Company in its FINRA questionnaire to Representative Counsel specifically for use by Representative Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material respects.
2.20 Foreign Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.21 Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
2.22 Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
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2.23 Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.24 Lock-Up Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and each owner of the Company’s outstanding Common Shares (or securities convertible or exercisable into Common Shares) (each individually, a “Lock-Up Party,” and collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit B (the “Lock-Up Agreement”), prior to the execution of this Agreement.
2.25 Subsidiaries. All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company taken as a whole. The Company’s ownership and control of each Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.26 Related Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.
2.27 Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
2.28 Sarbanes-Oxley Compliance.
2.28.1. Disclosure Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.
2.28.2. Compliance. The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.
2.29 Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.
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2.30 No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.
2.31 No Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent.
2.32 Intellectual Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons..
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2.33 Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.
2.34 ERISA Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
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2.35 Compliance with Laws. The Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the business of the Company as currently conducted (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other correspondence or notice from any other governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);(C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.
2.36 Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.37 Real Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
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2.38 Contracts Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated by reference as required.
2.39 Loans to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.40 [Reserved].
2.41 Industry Data. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.
2.42 Emerging Growth Company. From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly in or through any Person authorized to act on its behalf in any Testing-the Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
2.43 Foreign Private Issuer. The Company is a “foreign private issuer,” as such term is defined in Rule 405 of the Securities Act.
2.44 Testing-the-Waters Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the written consent of the Representative and with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company confirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule 2-C hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.
2.45 Electronic Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is required in connection with the Offering.
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2.46 Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Common Shares to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.47 Passive Foreign Investment Company Status. Based on the Company’s gross income and gross assets and the nature of the Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code (a “PFIC”) for the taxable year ended June 30, 2022.
2.48 Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of Canada and may be honored by courts located in Canada. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 hereof, and service of process effected in the manner provided for in Section 9.7 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement may be recognized and enforced by courts located in Canada. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the laws of Canada permit an action to be brought in a court of competent jurisdiction in Canada to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
2.49 Stamp Taxes. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there are no stamp or other issuance or transfer taxes or duties or other similar fees or charges and no capital gains, income, withholding or other taxes required to be paid by or on behalf of the several Underwriters in Canada or any political subdivision or taxing authority thereof or therein in connection with the (A) issue and allotment by the Company of the Public Securities to the several Underwriters, (B) sale and delivery by the several Underwriters of the Public Securities as described in the Registration Statement, the Disclosure Package and the Prospectus or (C) execution and delivery of this Agreement or any payment to be made pursuant hereto or thereto
2.50 Payments in Foreign Currency; Restrictions on Distributions. Under the current laws and regulations of Canada, dividends and other distributions declared and payable on the Common Shares may be paid by the Company to the holder thereof in United States Dollars and freely transferred to holders of the Common Shares regardless of jurisdiction of residence and, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, such holders should not be subject to income, withholding or other taxes under the laws and regulations of Canada or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in Canada or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in Canada or any political subdivision or taxing authority thereof or therein.
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2.51 Additional representations related to Canadian legal matters:
2.51.1. Subject to conducting the Offering as provided for in the section titled “Underwriting” in the Preliminary Prospectus, the Company is not required to file a prospectus with the securities commissions or other securities regulatory authorities prospectus in Canada (the “Canadian Securities Commissions”) pursuant to National Instrument 41-101 – General Prospectus Requirement (“NI 41-101”) and the respective rules and regulations made thereunder, together with applicable published national, multilateral and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions, and all discretionary rulings and orders applicable to the Company, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”) with respect to the offer and sale of the Public Securities.
2.51.2. Assuming that the Underwriters do not maintain a permanent establishment in Canada, are not otherwise subject to taxation in Canada, or are exempt therefrom, the issuance, delivery and sale to the Underwriters of the Public Securities to be sold by the Company hereunder are not subject to any tax imposed by Canada or any political subdivision thereof.
2.51.3. Without limiting the generality of the foregoing, the Company is in compliance in all material respects with the labor and employment laws and collective bargaining agreements and extension orders applicable to employees in Canada.
2.51.4. The Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under Canadian Securities Laws in connection with the transactions contemplated hereby which would require the Company to file a prospectus in Canada under Canadian Securities Laws.
2.51.5. The Company has duly designated Cogency Global Inc., as its authorized agent to receive service of process as set forth in Section 9.7 below.
2.51.6. Subject to the conditions, exceptions and qualifications set forth in the Registration Statement, and the Prospectus, an application to enforce, in Canada, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be brought in Canada.
2.51.7. For a period of twelve (12) months prior to and including the date of the Closing Date, the Company has not offered or sold any of its securities in Canada, except for the issuance of options or similar securities exercisable under the Company’s equity incentive plans into Common Shares, or the issuance of Common Shares, which are exempt from prospectus requirements under the Canadian Securities Law.
2.51.8. Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Canada.
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| 3. | Covenants of the Company. The Company covenants and agrees as follows: |
3.1 Amendments to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably object in writing.
3.2 Federal Securities Laws.
3.2.1. Compliance. The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public Securities and Representative’s Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the Public Securities and Representative’s Securities. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use its best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
3.2.2. Continued Compliance. The Company shall comply in all material respects with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotment Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.
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3.2.3. Exchange Act Registration. For a period of three (3) years after the date of this Agreement, the Company shall use its best efforts to maintain the registration of the Common Shares under the Exchange Act. The Company shall not deregister the Common Shares under the Exchange Act without the prior written consent of the Representative.
3.2.4. Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
3.2.5. Testing-the-Waters Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
3.3 Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to the Representative and counsel for the Representative, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
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3.4 Delivery to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3.5 Effectiveness and Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.
3.6 Review of Financial Statements. For a period of five (5) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.
3.7 Listing. The Company shall use its best efforts to maintain the listing of the Common Shares (including the Public Securities) on the Exchange for at least three years from the date of this Agreement.
3.8 Financial Public Relations Firm. As of the Effective Date, the Company shall have retained a financial public relations firm reasonably acceptable to the Representative and the Company, which firm shall be experienced in assisting issuers in public offerings of securities and in their relations with their security holders, and shall retain such firm or another firm reasonably acceptable to the Representative for a period of not less than two (2) years after the Effective Date.
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3.9 Reports to the Representative.
3.9.1. Periodic Reports, etc. For a period of two (2) years after the date of this Agreement, the Company shall furnish or make available to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities and also promptly furnish to the Representative: (i) a copy of each periodic report the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K prepared and filed by the Company; (iv) five copies of each registration statement filed by the Company under the Securities Act; and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and Representative Counsel in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section 3.9.1.
3.9.2. Transfer Agent; Transfer Sheets. For a period of two (2) years after the date of this Agreement, the Company shall retain a transfer agent and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Vstock Transfer, LLC is acceptable to the Representative to act as Transfer Agent for the Common Shares.
3.9.3. Trading Reports. For a period of one (1) year following the date of this Agreement, during such time as the Public Securities are listed on the Exchange, the Company shall provide to the Representative, at the Company’s expense, such reports published by Exchange relating to price trading of the Public Securities, as the Representative shall reasonably request.
3.10 Payment of Expenses
3.10.1. General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; (s) up to $10,000 of the Underwriters’ actual accountable “road show” expenses; and (t) up to $30,000 of the Underwriters’ market making and trading, and clearing firm settlement expenses for the Offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.
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3.10.2. Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.10.1, on the Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Firm Shares (excluding the Option Shares), less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.
3.11 Application of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
3.12 Delivery of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings statement (which need not be certified by independent registered public accounting firm unless required by the Securities Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.
3.13 Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Public Securities.
3.14 Internal Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.15 Accountants. As of the date of this Agreement, the Company shall retain an independent registered public accounting firm reasonably acceptable to the Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.
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3.16 FINRA. The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company's securities or (iii) any beneficial owner of the Company's unregistered equity securities which were acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
3.17 No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.
3.18 Company Lock-Up Agreements.
3.18.1. Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 60 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-8; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or other credit facility with a traditional bank or other lending institution, which involves no issuance of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company; or (v) amend, terminate, waive or otherwise modify provisions of any existing agreement pursuant to which Common Shares of the Company have been made the subject of lock-up or stop transfer restrictions, whether any such transaction described in clause (i), (ii), (iii), (iv) or (v) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.
The restrictions contained in this Section 3.18.1 shall not apply to (i) the Common Shares to be sold hereunder as well as the Representative’s Warrant and any Common Shares into which the Representative’s Warrant is exercisable, (ii) the issuance by the Company of Common Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance of Common Shares as part of the purchase price in connection with acquisitions or strategic transactions; (iv) the issuance of Common Shares to certain consultants as compensation for services rendered to the Company; or (v) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (ii), (iii), and (iv) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, and in case of (iv) above, no registration statement may be filed with respect to the Common Shares issued under (iv) above during the Lock-Up Period.
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3.18.2. Restriction on Continuous Offerings. Notwithstanding the restrictions contained in Section 3.18.1, the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 12 months after the date of this Agreement, directly or indirectly in any “at-the-market” or continuous equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.
3.19 Release of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.
3.20 Blue Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.21 Reporting Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company shall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463 under the Securities Act Regulations.
3.22 Emerging Growth Company Status. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Public Securities within the meaning of the Securities Act and (ii) fifteen (15) days following the completion of the Lock-Up Period.
4. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions:
4.1 Regulatory Matters.
4.1.1. Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:00 p.m., Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.
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4.1.2. FINRA Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. Exchange Stock Market Clearance. On the Closing Date, the Company’s Common Shares, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s Common Shares, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.
4.2 Company Counsel Matters.
4.2.1. Closing Date Opinion of Canadian Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Thompson Dorfman Sweatman LLP, Canadian counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.
4.2.2. Closing Date Opinion of US Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Bevilacqua PLLC, US counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.
4.2.3. Option Closing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinions of the counsel listed in Section 4.2.1 and 4.2.2, each dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsel in the opinions delivered on the Closing Date.
4.2.4. Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative Counsel if requested. The opinions of Thompson Dorfman Sweatman LLP and Bevilacqua PLLC, respectively, and any opinion relied upon by Thompson Dorfman Sweatman LLP shall include a statement to the effect that it may be relied upon by Representative Counsel in its opinion delivered to the Underwriters.
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4.3 Comfort Letters.
4.3.1. Cold Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed to the Representative and in form and substance satisfactory in all respects to you and to the Auditor, dated as of the date of this Agreement.
4.3.2. Bring-down Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more than three (3) business days prior to the Closing Date or the Option Closing Date, as applicable.
4.4 Officers’ Certificates.
4.4.1. Officers’ Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), of its Chief Executive Officer, its President and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Prospectus.
4.4.2. Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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4.5 No Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6 Delivery of Agreements.
4.6.1. Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.
4.6.2. Representative’s Warrant Agreement. On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.
4.7 Additional Documents. At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished with such documents and opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities and the Representative’s Securities as herein contemplated shall be satisfactory in form and substance to the Representative and Representative Counsel.
| 5. | Indemnification. |
5.1 Indemnification of the Underwriters.
5.1.1. General. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, and agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries (a “Claim”), (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as from time to time each may be amended and supplemented); (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (C) any application or other document or written communication (in this Section 5, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities and Representative’s Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Exchange or any other national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information or (ii) otherwise arising in connection with or allegedly in connection with the Offering. The Company also agrees that it will reimburse each Underwriter Indemnified Party for all fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party, or otherwise) (collectively, the “Expenses”), and further agrees wherever and whenever possible to advance payment of Expenses as they are incurred by an Underwriter Indemnified Party in investigating, preparing, pursuing or defending any Claim.
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5.1.2. Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company, and shall be advanced by the Company. The Company shall not be liable for any settlement of any action effected without its consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.
5.2 Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.
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5.3 Contribution.
5.3.1. Contribution Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the Offering of the Public Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed to be in the same proportion as the total net proceeds from the Offering of the Public Securities purchased under this Agreement (before deducting expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the shares of the Common Shares purchased under this Agreement, as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.3.1 in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering of the Public Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
5.3.2. Contribution Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute pursuant to this Section 5.3 are several and not joint.
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| 6. | Default by an Underwriter. |
6.1 Default Not Exceeding 10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default Exceeding 10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.
6.3 Postponement of Closing Date. In the event that the Firm Shares or Option Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Common Shares.
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| 7. | Additional Covenants. |
7.1 Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.
7.2 Prohibition on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity, without the Representative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business Day following the forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course of the Company’s business.
7.3 Right of First Refusal. Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twenty-four (24) months after the date the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twenty-four (24) month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative.
The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twenty-four (24) month period agreed to above
| 8. | Effective Date of this Agreement and Termination Thereof. |
8.1 Effective Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.
8.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
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8.3 Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $300,000, inclusive of the $50,000 advance for accountable expenses previously paid by the Company to the Representative (the “Advance”) and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).
8.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
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| 9. | Miscellaneous. |
9.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return receipt requested), personally delivered or sent by email and confirmed and shall be deemed given when so delivered or emailed and confirmed or if mailed, two (2) days after such mailing.
If to the Representative:
ThinkEquity LLC
17 State Street, 41st Fl
New
York, NY 10004
Attn: Head of Investment Banking
email: Notices@think-equity.com
with a copy (which shall not constitute notice) to:
Dentons US LLP
1221 Avenue of the Americas
New York, New York 10020
Attn: Rob Condon, Esq.
Fax No.: (212) 768-6800
If to the Company:
Snow Lake Resources Ltd.
77 King Street West, Suite 2905
Toronto, Ontario M5K1H1
Canada
Attention: Philip Gross
Fax No.:: (204) 934-0590
with a copy (which shall not constitute notice) to:
Bevilacqua PLLC
1050 Connecticut Avenue, NW, Suite 500
Washington, DC 20036
Attention: Louis A. Bevilacqua, Esq.
Email: lou@bevilacquapllc.com
9.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
9.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Company and ThinkEquity LLC dated September 16, 2022, shall remain in full force and effect.
9.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.
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9.6 Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.7 Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.8 Judgment Currency. The obligation of the Company in respect of any sum due to any Underwriter under this Agreement shall, notwithstanding any judgment in a currency other than U.S. dollars or any other applicable currency (the “Judgment Currency”), not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in the Judgment Currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase U.S. dollars or any other applicable currency with the Judgment Currency; if the U.S. dollars or other applicable currency so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the U.S. dollars or other applicable currency so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company an amount equal to the excess of the U.S. dollars or other applicable currency so purchased over the sum originally due to such Underwriter hereunder.
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9.9 Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
9.10 Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
[Signature Page Follows]
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If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
| Very truly yours, | |||
| SNOW LAKE RESOURCES LTD. | |||
| By: | |||
| Name: | |||
| Title: | |||
| Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: | ||
| THINKEQUITY LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page]
[SNOW LAKE– Underwriting Agreement
SCHEDULE 1
| Underwriter | Total
Number | Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised | ||||||
| ThinkEquity LLC | ||||||||
| TOTAL | ||||||||
Sch. 1-1
SCHEDULE 2-A
Pricing Information
Number of Firm Shares: [●]
Number of Option Shares: [●]
Public Offering Price per Share: $[●]
Underwriting Discount per Share: $[●]
Underwriting Non-accountable expense allowance per Share: $[●]
Proceeds to Company per Share (before expenses): $[●]
SCHEDULE 2-B
Issuer General Use Free Writing Prospectuses
[_____________]
SCHEDULE 2-C
Written Testing-the-Waters Communications
[None.]
Sch. 2-1
SCHEDULE 3
List of Lock-Up Parties
| 1. | Philip Gross |
| 2. | Keith Li |
| 3. | Dale Schultz |
| 4. | Derek Knight |
| 5. | Brian Youngs |
| 6. | Hadassah Slater |
| 7. | Allan David Engel |
Sch. 3-1
EXHIBIT A
Form of Representative’s Warrant Agreement
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
WARRANT TO PURCHASE COMMON SHARES
SNOW LAKE RESOURCES LTD.
Warrant Shares: _______
Initial Exercise Date: [●]
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Snow Lake Resources Ltd., a Manitoba, Canada corporation (the “Company”), up to ______ common shares, no par value, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Ex. A-1
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Commission” means the United States Securities and Exchange Commission.
“Effective Date” means the effective date of the registration statement on Form F-1 (File No. 333-[●]), including any related prospectus or prospectuses, for the registration of the Company’s common shares, no par value, under the Securities Act, that the Company has filed with the Commission.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Trading Day” means a day on which the New York Stock Exchange is open for trading.
“Trading Market” means any of the following markets or exchanges on which the Common Shares is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the Trading Market on which the Common Shares is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of a Common Share for such date (or the nearest preceding date) on the OTCQB or OTCQX as applicable, (c) if Common Shares is not then listed or quoted for trading on the OTCQB or OTCQX and if prices for Common Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Common Share so reported, or (d) in all other cases, the fair market value of the Common Shares as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
Ex. A-2
Section 2. Exercise.
a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise Price. The exercise price per Common Share under this Warrant shall be $[●],1 subject to adjustment hereunder (the “Exercise Price”).
c) Cashless Exercise. In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check, at the election of the Holder this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
| (A) | = | as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; |
| 1 | 125% of the public offering price per share. |
Ex. A-3
| (B) | = | the Exercise Price of this Warrant, as adjusted hereunder; and |
| (X) | = | the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. |
If Warrant Shares are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).
Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).
d) Mechanics of Exercise.
i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant Share Delivery Date (as defined below), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). If the Warrant Shares can be delivered via DWAC, the transfer agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation required by it to deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from the Holder, including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transfer agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of the Holder to provide a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares upon a cashless exercise of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the second Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
Ex. A-4
ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
iii. Rescission Rights. If the Company fails to cause its transfer agent to deliver to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall be required to return any Warrant Shares or Common Shares subject to any such rescinded exercise notice concurrently with the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).
iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.
Ex. A-5
v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
viii. Signature. This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder in order to exercise this Purchase Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this Purchase Warrant. No additional legal opinion, other information or instructions shall be required of the Holder to exercise this Purchase Warrant. The Company shall honor exercises of this Purchase Warrant and shall deliver Shares underlying this Purchase Warrant in accordance with the terms, conditions and time periods set forth herein.
e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Ex. A-6
Section 3. Certain Adjustments.
a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Shares or any other equity or equity equivalent securities payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Shares Equivalents, at an effective price per share less than the Exercise Price then in effect.
b) [RESERVED]
c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Shares Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
Ex. A-7
d) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other than cash dividends) or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable by holders of Common Shares as a result of such Fundamental Transaction for each Common Share for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.
g) Notice to Holder.
i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
Ex. A-8
ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed a notice to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchange their shares of the Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to provide such notice or any defect therein shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section 4. Transfer of Warrant.
a) Transferability. Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security:
i. by operation of law or by reason of reorganization of the Company;
ii. to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period;
Ex. A-9
iii. if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being offered;
iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or
v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period.
Subject to the foregoing restriction, any applicable securities laws and the conditions set forth in Section 4(d), this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
d) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.
Ex. A-10
Section 5. Registration Rights.
5.1. Demand Registration.
5.1.1 Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.
5.1.2 Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 5.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the Warrant Shares covered by such registration statement and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 5.1.2, the Holder shall be entitled to a demand registration under this Section 5.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement (as defined below) in accordance with FINRA Rule 5110(g)(8)(B).
Ex. A-11
5.2 “Piggy-Back” Registration.
5.2.1 Grant of Right. In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.
5.2.2 Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5.2.1 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the Initial Exercise Date until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 5.2.2; provided, however, that such registration rights shall terminate on the second anniversary of the Initial Exercise Date.
5.3 General Terms
5.3.1 Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Exchange Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of [●], 2022. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.
Ex. A-12
5.3.2 Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.
5.3.3 Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.
5.3.4 Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders, their Warrant Shares and their intended methods of distribution.
Ex. A-13
5.3.5 Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.
5.3.6 Damages. Should the registration or the effectiveness thereof required by Sections 5.1 and 5.2 hereof be delayed by the Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.
5.3.7 Termination of Registration Rights. The registration rights afforded to the Holder under this Section 5 shall terminate on the earliest date when all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration Statement, (ii) have been covered by an effective Registration Statement on Form F-1 or Form F-3 (or successor form), which may be kept effective as an evergreen Registration Statement, or (iii) may be sold by the Holder (including on a cashless basis) within a 90 day period without registration pursuant to Rule 144 or consistent with applicable SEC interpretive guidance (including CD&I no. 201.04 (April 2, 2007) or similar interpretive guidance).
Section 6. Miscellaneous.
a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).
b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.
d) Authorized Shares.
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Ex. A-14
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the underwriting agreement, dated [●], 2022, by and between the Company and ThinkEquity LLC, as representative of the underwriters set forth therein (the “Underwriting Agreement”).
f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Underwriting Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
Ex. A-15
h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Underwriting Agreement.
i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
Ex. A-16
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| SNOW LAKE RESOURCES LTD. | ||
| By: | ||
| Name: | ||
| Title: | ||
Ex. A-17
NOTICE OF EXERCISE
| TO: | SNOW LAKE RESOURCES LTD. |
_________________________
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
| ☐ | in lawful money of the United States; or |
| ☐ | if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c). |
(3) Please register and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor. If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended
[SIGNATURE OF HOLDER]
Name of Investing Entity: _______________________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________________________
Name of Authorized Signatory: ___________________________________________________________
Title of Authorized Signatory: ____________________________________________________________
Date: ________________________________________________________________________________
Ex. A-18
ASSIGNMENT FORM
(To
assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
_______________________________________________ whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________, _______
Holder’s Signature: _____________________________
Holder’s Address: _____________________________
_____________________________
NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
Ex. A-19
EXHIBIT B
Lock-Up Agreement
[●], 2022
ThinkEquity LLC
17 State Street, 41st Fl
New York, NY 10004
As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen:
The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Snow Lake Resources Ltd., a corporation organized under the laws of the Province of Manitoba, Canada (the “Company”), providing for the public offering (the “Public Offering”) of common shares, no par value, of the Company (the “Common Shares”).
To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 60 days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 60 days after the date of the Underwriting Agreement, and after such 180th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
Ex. B-1
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired.
If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned understands that, if the Underwriting Agreement is not executed by December 31, 2022, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
Ex. B-2
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.
| Very truly yours, | |
| (Name - Please Print) | |
| (Signature) | |
| (Name of Signatory, in the case of entities - Please Print) | |
| (Title of Signatory, in the case of entities - Please Print) |
| Address: | ||
Ex. B-3
EXHIBIT C
Form of Press Release
SNOW LAKE RESOURCES LTD.
[Date]
Snow Lake Resources Ltd. (the “Company”) announced today that ThinkEquity LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ common shares of the Company, is [waiving] [releasing] a lock-up restriction with respect to _________ common shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date.
This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
Ex. C-1
EXHIBIT D
Form of Opinion of Canadian Counsel
Ex. D-1
EXHIBIT E
Form of Opinion of US Counsel
Ex. E-1
Exhibit 5.1
September 23, 2022
Snow Lake Resources Ltd.
1700 – 242 Hargrave Street
Winnipeg, MB R3C 0V1
Re: Snow Lake Resources Ltd.
Dear Sirs/Mesdames:
We have acted as Canadian counsel to Snow Lake Resources Ltd., a Manitoba corporation (the “Corporation”), in connection with the Corporation’s filing of a Registration Statement on Form F-1 (the “Registration Statement”) filed by the Corporation under the Securities Act of 1933 of the United States (the “Act”) with the Securities and Exchange Commission ( the “SEC”) relating to the follow-on public offering (the “Offering”) by the Corporation of up to 10,000,000 common shares at a price per share of no less than $3.00 USD, without par value, of the Corporation but limited to an aggregate subscription amount of $30,000,000 USD and an additional up to 1,500,000 common shares that the underwriters have the option to purchase to cover any over-allotments (such common shares referred to as the “Common Shares” and the Common Shares being issued pursuant to the Offering specifically, the “Offering Shares”) pursuant to an underwriting agreement to be entered into on or prior to the closing date of the Offering (the “Underwriting Agreement”) between the Corporation and ThinkEquity, LLC, as representative, and the other several underwriters to be named therein.
Documents Reviewed
For the purposes of this opinion, we have examined and relied on, but have not participated in the preparation of, among other things, the following:
| (a) | A certificate of an officer of the Corporation dated September 23, 2022, attaching the constating documents and by-laws of the Corporation (the “Officer’s Certificate”); |
| (b) | a certificate of status dated September 23, 2022 issued by the Manitoba Companies Office (the “Certificate of Status”); and |
| (c) | resolutions of the directors of the Corporation relating to the Offering and the transactions contemplated thereby, including resolutions of the directors approving, among other things, the Offering. |
As to certain matters of fact, we have relied on the Officer’s Certificate, a copy of which has been provided to you with this opinion.
In preparation for the delivery of this opinion, we have examined the above-mentioned documents and we have examined all such other documents and made such other investigations as we consider relevant and necessary in order to give this opinion. In particular, we have not reviewed, and express no opinion on, any document that is referred to or incorporated by reference into the documents reviewed by us. As to various questions of fact material to this opinion which we have not independently established, we have examined and relied upon, without independent verification, certificates of public officials and officers of the Corporation including, without limitation, the Officer’s Certificate.
For purposes of the opinion set forth below, we have assumed:
| (a) | the legal capacity of all individuals; |
| (b) | the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, telecopied, photostatic, electronically transmitted copies (including commercial reproductions); |
| (c) | the identity and capacity of any person acting or purporting to act as a corporate or public official; |
| (d) | the accuracy and completeness of all information provided to us by public officials or offices of public record; |
| (e) | the accuracy and completeness of all representations and statements of fact contained in all documents, instruments and certificates (including the Officer’s Certificate); |
| (f) | the accuracy and completeness of the minute books and all other corporate records of the Corporation reviewed by us; |
| (g) | the facts stated in the Certificate of Status continue to be true as of the date hereof; |
| (h) | the Offering Shares will be offered, issued and sold in compliance with applicable United States federal and state securities laws, and in the manner stated in the Registration Statement; and |
| (i) | that the facts stated in the Certificate of Status and the Officer’s Certificate shall continue to be true and correct as at the date of completion of the Offering. |
2
We have not undertaken any independent investigation to verify the accuracy of any of the foregoing assumptions.
When our opinion refers to Offering Shares or Common Shares to be issued having been issued as being “fully paid and non- assessable”, such opinion indicates that the holder of such Common Shares cannot be required to contribute any further amounts to the Corporation by virtue of his, her or its status as holder of such Common Shares, either in order to complete payment for the Common Shares, to satisfy claims of creditors or otherwise. No opinion is expressed as to the adequacy of any consideration received for such Common Shares.
We are qualified to practise law only in the Province of Manitoba. Our opinion below is limited to the existing laws of the Province of Manitoba and the federal laws of Canada applicable therein as of the date of this opinion and should not be relied upon, nor are they given, in respect of the laws of any other jurisdiction. In particular, we express no opinion as to United States federal or state securities laws or any other laws, rule or regulation, federal or state, applicable to the Corporation. We disclaim any obligation or duty to update this opinion to reflect any changes in such laws or other circumstances after the date hereof.
In rendering our opinion in paragraph 1 below as to the valid existence of the Corporation, we have relied solely on the Certificate of Status, a copy of which has been delivered to you.
Based and relying upon and subject to the foregoing and the qualifications expressed below, we are of the opinion that:
| 1. | The Corporation is a corporation registered under The Corporations Act (Manitoba) and is still in existence. |
| 2. | The Offering Shares have been duly authorized by all necessary corporate action on the part of the Corporation and, upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable. |
We hereby consent to the reference to our firm’s name under the caption “Legal Matters” in the prospectus included in the Registration Statement and the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.
This opinion letter is furnished to you at your request in accordance with the requirements of Item 8(5.1) of Form F-1 in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. No opinion is expressed as to the contents of the Registration Statement, other than the opinions expressly set forth herein relating to the Offering Shares. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Yours truly, | |
| /s/ THOMPSON DORFMAN SWEATMAN LLP | |
| THOMPSON DORFMAN SWEATMAN LLP |
3
Exhibit 10.23
DJS CONSULTING INC
31 Spruce Drive
Temagami, Ontario
P0H 2H0
Dear Dale Schultz:
Snow Lake Resources Ltd. (the “Company”) is pleased to engage DJS Consulting Inc (the “Consultant”) on new and enhanced terms and conditions, to provide Services, as defined herein, to the Company commencing on November 1, 2021. This Letter shall serve to confirm the new and enhanced terms and conditions upon which the Consultant agrees to provide such Services.
| 1. | Term: The Consultant’s engagement by the Company pursuant to this Agreement shall commence on November 1, 2021, and continue until terminated in accordance with the provisions herein. |
| 2. | Reporting: As a consultant providing the duties of VP of Resource Development, the Consultant will report directly to the Company’s Chief Executive Officer (“CEO”) and will comply with all reasonable instructions as may be given to the Consultant by the CEO and the Company’s Board of Directors (the “Board”). |
| 3. | Services: Subject always to the overriding direction and control of the Company, the Consultant shall well and faithfully fulfill and perform all duties, tasks and deliverables as requested by the Company and the Board, including, but not limited to, the following: |
| (a) | Leading project planning sessions; |
| (b) | Geological services; |
| (c) | Coordinating staff and internal resources; |
| (d) | Managing project progress and adapt work as required; |
| (e) | Ensuring projects meet deadlines; |
| (f) | Managing relationships with clients and stakeholders; |
| (g) | Designing and signing off on contracts and workplace safety and health requirements; |
| (h) | Overseeing all incoming and outgoing project documentation; |
| (i) | Participating in the tendering process i.e. design, submission and review; |
| 1 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (j) | Designing risk mitigation plans; |
| (k) | Conducting project reviews and creating detailed reports for executive staff; |
| (l) | Optimising and improving processes and the overall approach where necessary; and |
| (m) | Managing large and diverse teams. |
| 4. | Laws, Rules and Regulations: During the term of this Agreement, the Consultant shall: |
| (a) | not carry on or undertake any activity that would be inconsistent or conflict with their responsibilities under this Agreement; |
| (b) | abide by all of the rules, policies, practices of the Company; |
| (c) | adhere strictly to all reasonable instructions, directions, written rules, written regulations, written policies and practices given, made or established from time to time by the Company, including the Travel and Expenses Policy referred to herein; |
| (d) | comply strictly with all applicable laws, regulations, bylaws and rules of all applicable governmental and regulatory authorities; |
| (e) | keep current and valid all registrations and licenses as may be required from time to time by any governmental or other regulatory authorities, notifying the Company of any change to the status thereof; and |
| (f) | be responsible for purchasing and maintaining all necessary insurance in respect of the Consultant’s tools and equipment and any other items owned, rented or leased by the Consultant and used in the course of performing the Services. The Consultant further agrees to purchase and maintain all necessary insurance related to the Services to be performed. The Consultant shall provide the Company with copies of records confirming such insurance upon request and shall immediately notify the Company of any disqualifications, conditions, suspensions and/or inquiries with respect to any such insurance coverage. |
| 5. | Time and Attention: The Consultant shall render the Services in accordance with the highest professional standards and shall devote the appropriate time and attention necessary to do so. While the Services provided by the Consultant hereunder are not and shall not be deemed exclusive to the Company, it is understood that the Company shall receive the Consultant’s primary resources and attention. Accordingly, the Consultant shall be free to render similar Services to others and engage in all such activities as the Consultant deems appropriate, provided that the Consultant’s performance hereunder is not impaired by such other activities; the Contactor is not in violation of this Agreement; the Consultant is reasonably available to provide such Services at the necessary times; and the Company’s CEO has approved any such activities. |
| 6. | Service Fees: The Consultant shall provide the Company with an Invoice for the Services rendered on a monthly basis within seven (7) days of the end of each month, detailing the Services rendered therein. For the Consultant’s Services rendered hereunder, the Company agrees to pay the Consultant, a service fee of fifteen thousand dollars ($15,000.00) USD per month of service, exclusive of H.S.T. / G.S.T. (should any be chargeable on the Services), which is to be paid, in advance, on the first of the month in which the Services are to be provided. |
| 7. | Payment to Consultant: Payments made to the Consultant hereunder shall be made without deduction at source by the Company for the purpose of withholding income tax, employment insurance payments or Canada Pension Plan contributions or remittance of a similar nature. It will be the sole responsibility of the Consultant to remit any payments required by statute. |
| 2 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 8. | Share Options: Subject to section 16 of this Agreement, it is understood that this Agreement shall not impact, amend or circumscribe any share options or agreements that the Consultant may have previously entered into with the Company. |
| 9. | Indemnification Regarding Employee Status: The Consultant undertakes and agrees to defend and indemnify the Company and hold the Company harmless, at the Consultant’s sole expense, from and against all claims, demands, suits, losses, costs, damages and expenses that the Company may incur by reason of any liability on the part of the Company under the Income Tax Act (Canada), the Employment Insurance Act (Canada) the Excise Act or any other statute, to make contributions, withhold or remit any monies or make any deductions from payments, or to pay any related interest or penalties, by virtue of the Consultant or Dale Schultz being considered to be an employee of the Company. |
| 10. | Mutual Indemnity: Each party (the “Indemnifying Party”) agrees that it will indemnify and hold harmless the other, including any directors, officers, employees and agents (collectively, the “Indemnified Party”), at their sole expense from any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities whatsoever which the Indemnified Party may sustain, suffer or incur by reason of, or in connection with: a) the Indemnifying Party’s performance of, or failure to perform, their obligations set out herein; b) the Indemnifying Party acting outside the scope of this Agreement; or c) or as a result of misconduct, negligence or fraud of the Indemnifying Party. |
| 11. | Travel and Expenses Policy: The Consultant may be entitled to reimbursement for certain costs in accordance with the Company’s Travel and Expenses Policy. |
| 12. | Confidential Information: The Consultant specifically agrees and acknowledges that as a result of and during this Agreement, the Consultant shall, or may, be making use of, acquiring or adding information about certain matters and things which are the Company’s trade secrets and/or confidential and proprietary information, which includes without limitation: customer/client lists, including existing and potential customer/client information; customer/client preferences; customer/client and consumer data; product information, and any future or planned products or services; policies; product designs, developments and discoveries, third party database information; projections; sales and marketing information, including reports, strategies, techniques, plans, contracts, contacts, sales volume, profitability information, credit histories; inventions, improvements, data, reports and manuals; pending projects and proposals; research and development strategies, confidential personnel information, and pay administration information; Company strategies, and projections and future plans; any confidential technique, process, formula, development, experimental work, idea, secret, trade secret, know-how or other confidential matter related to the Company, the Company’s activities, processes and operations and the proposed activities, whether developed by the Company or by the Consultant (collectively, the “Confidential Information”). Confidential Information shall not include information which is in the public domain at the date of disclosure to the Consultant or which thereafter enters the public domain through no fault of the Consultant (but only after it enters the public domain). |
The Consultant agrees that that they shall not, except with the prior written consent of the Company, or except if the Consultant is providing services on behalf of the Company solely for the benefit of the Company in connection with the Company’s business and in accordance with the Company’s business practices and policies, at any time during or following this contract for Services with the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose any of the information which has been obtained or disclosed to the Company as a result of this contract for Services with the Company, including any of the Confidential Information. Additionally, Confidential Information may be disclosed to the extent required or requested by governmental agency or by law, regulation or subpoena, or similar legal process, provided the Consultant delivers prior written notice to the Company.
| 3 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 13. | Company Property: The Consultant agrees that they shall give the Company full written details of all Inventions, works and of all works embodying Intellectual Property Rights made wholly or partially by the Consultant at any time during the course of this Agreement which relate to, or are reasonably capable of being used in, the business of the Company. The Consultant acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Consultant will hold them in trust for the Company. The Consultant agrees to promptly execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this section. |
The words “Intellectual Property Rights”, wherever used in this Agreement, mean patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. The word “Invention”, wherever used in this Agreement, means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium.
Upon any termination of this Agreement, the Consultant shall at once deliver or cause to be delivered to the Company all books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, and all copies of same, which are in the Consultant’s possession, charge, control or custody, including, without limitation, all Inventions, Confidential Information, samples and materials or goods bearing the name or trademarks of the Company.
| 14. | Non-Solicitation: To protect the legitimate interests of the Company, the Consultant agrees that they are subject to certain restrictions as to what the Consultant may do after the cessation of their engagement with the Company or upon termination of this Agreement, including what the Consultant may do in connection with clients/customers of the Company. The Consultant covenants and agrees with the Company that for a period of twelve (12) months after the date of cessation of engagement to provide Services or after the termination of this Agreement, the Consultant shall not: |
| (a) | solicit, encourage, or in any way influence any person employed by, or engaged to render services on behalf of the Company, to leave the Company or to engage in any activity contrary to or conflicting with the interests of the Company; |
| (b) | solicit, divert, appropriate or service, directly or indirectly, or assist or be connected with any person, firm, association or corporation soliciting, diverting, appropriating or servicing any of the clients/customers or prospective clients/customers with whom the Consultant dealt during their engagement to provide Services to the Company, with respect to services and products competitive with those of the Company and/or any persons or entities whose account with the Company generated revenues or performed services during the fiscal year immediately preceding the termination of this Agreement or cessation of the Consultant’s engagement to provide Services to the Company; |
| 4 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (c) | induce or hire or attempt to induce or hire any employees of the Company to leave their employment, whether for their benefit or the benefit of others; or |
| (d) | enter into, directly or indirectly, or on behalf of any other person, firm, association, corporation or other entity, any contractual relations with any clients/customers or prospective clients/customers, with whom the Consultant dealt or gained knowledge of during their engagement to provide Services to the Company, for the purpose of providing services similar to the services provided by the Company. |
| 15. | Enforcement:The Consultant acknowledges and agrees that each and every one of the restrictions in this Agreement are reasonable, valid and necessary to protect the legitimate interests of the Company, that the Consultant will not do or perform any act or attempt to do any act whatsoever which will or would whether directly or indirectly breach any or all of the said restrictions and further agrees that all defenses to the strict enforcement thereof by the Company are hereby waived. In addition, the Consultant acknowledges that a breach by the Consultant of any of the provisions contained in this Agreement may cause the Company great and irreparable injury and damage which cannot be reasonably or adequately compensated in damages in any action in law, and the Consultant hereby expressly agrees that the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach or recurrence of a breach of this Agreement by the Consultant. The Consultant also hereby expressly agrees that the Company shall be entitled to its reasonable legal costs and expenses on a solicitor and client basis incurred in properly enforcing any provision or provisions of this Agreement. Nothing contained herein, however, shall be construed as a waiver of any of the rights that the Company may have for damages or otherwise. |
| 16. | Termination: This Agreement may be terminated: |
| (a) | by the Company without cause upon the provision of twelve (12) months’ written notice to the Consultant or payment of twelve (12) months’ service fees in lieu of such notice; |
| (b) | by the Company without notice or payment in lieu thereof, for cause; or |
| (c) | by the Consultant upon the provision of ninety (90) days’ written notice to the Company. |
In the event that this Agreement is terminated by the Company pursuant to Section 16(a), any options held by the Consultant, or by Dale Schultz, for purchase of shares in the Company pursuant to any stock option or plan granted by the Company, shall immediately vest (if they have not already vested) and shall then be exercisable at any time, in whole or in part, for a period of one (1) year from the effective date of termination of this Agreement, in accordance with the terms and conditions of those stock options or plan.
In the event that this Agreement is terminated pursuant to Sections 16(b) or (c), any options held by the Consultant, or by Dale Schultz, for purchase of shares in the Company pursuant to any stock option or plan granted by the Company, shall immediately expire.
| 17. | Status: It is expressly agreed, represented, and understood that the parties hereto have entered into an arm’s length independent contract for the rendering of the Services referred to herein and that neither the Consultant or Dale Schultz are the employee, agent, or servant of the Company. Further, this Agreement shall not be deemed to constitute or create any partnership, joint venture, master – servant, employer – employee, principal – agent or any other relationship apart from an independent contractor/consultant and contractee relationship. |
| 5 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 18. | Individual to be Provided: The Consultant agrees that only Dale Schultz shall perform the required Services pursuant to this Agreement. The Consultant shall not substitute for Dale Schultz, any other individual unless agreed upon in writing by the Company. |
| 19. | Guarantee: Dale Schultz covenants and agrees to be bound personally by and duly perform and observe all covenants, agreements, obligations, liabilities and provisos of the Consultant and that the liability hereunder of the Consultant shall be joint and several with them and that they shall not be released nor shall their liability be altered, affected, reduced or limited in any way by any variation, alteration, amendment or renewal of this Agreement, or any term or provision hereof, whether such variation, alteration, amendment or renewal was made with their consent or otherwise. |
| 20. | Severability: In the event that any provision of this Agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other provision of this Agreement which will continue to be in full force and effect. |
| 21. | Waiver: The waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation. |
| 22. | Modification: Any modification of this Agreement must be in writing and signed by both the Consultant and the Company or it shall have no effect and shall be void. |
| 23. | Governing Law: This Agreement shall be governed by and construed in accordance with the law of the Province of Manitoba. |
| 24. | Interpretation. The use or reference to the singular and the masculine shall be read and construed as plural or the feminine or neuter whenever the context so requires. |
| 25. | Entire Agreement: This Agreement contains the final and entire understanding and agreement between the Consultant and the Company with respect to the terms and conditions of their contract for Services with the Company, and supersedes all prior undertakings or agreements (whether in writing or verbal). The Consultant and the Company both hereby release each other and forever discharge each other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such prior representations or agreements. |
| 26. | Independent Legal Advice: The Consultant acknowledges that they have read and understood this Agreement, and acknowledge that they have had the opportunity to obtain legal advice about it. |
Please review this Agreement carefully. If after reading it and considering the contents, the Consultant and Dale Schultz are prepared to contract for Services with the Company, in accordance with the terms and conditions contained therein, please indicate acceptance by signing where indicated. The photocopy is for your files.
| 6 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| Yours truly, | |
| /s/ Philip Gross | |
| Philip Gross | |
| Snow Lake Resources Ltd. |
We have read, understood and agree with the foregoing. We have had a reasonable opportunity to consider this letter and the matters set out therein. We agree to contract for Services with the Company on the terms and conditions set out in this letter.
| DJS CONSULTING INC | ||
| per: | /s/ Dale Schultz | |
| Name: | Dale Schultz | |
| Title: | ||
| 7 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
Exhibit 10.24
Surge Wealth Inc.
522 Ryerse Blvd,
Simcoe, Ont
N3Y 4K2
Canada
Dear Mr. Derek Knight:
Snow Lake Resources Ltd. (the “Company”) is pleased to engage Surge Wealth Inc. (the “Consultant”) on new and enhanced terms and conditions, to provide Services, as defined herein, to the Company commencing on November 1, 2021. This Letter shall serve to confirm the new and enhanced terms and conditions upon which the Consultant agrees to provide such Services.
| 1. | Term: The Consultant’s engagement by the Company pursuant to this Agreement shall commence on November 1, 2021, and continue until terminated in accordance with the provisions herein. |
| 2. | Reporting: As a consultant providing the duties of Chief Operating Officer, the Consultant will report directly to the Company’s Chief Executive Officer (“CEO”) and will comply with all reasonable instructions as may be given to the Consultant by the CEO and the Company’s Board of Directors (the “Board”). |
| 3. | Services: Subject always to the overriding direction and control of the Company, the Consultant shall well and faithfully fulfill and perform all duties, tasks and deliverables as requested by the Company and the Board, including, but not limited to, the following: |
| (a) | Assist the CEO, in conjunction with the Board, the development of the Company’s strategy; |
| (b) | to assist the CEO and oversee the implementation of the Company’s long and short-term plans in accordance with its strategy; |
| (c) | to work with the CEO to ensure that expenditures of the Company are within the authorized annual budget of the Company; |
| (d) | to ensure that the Company maintains high standards of corporate citizenship and social responsibility wherever it does business; |
| (e) | to keep abreast of all material undertakings and activities of the Company and all material external factors affecting the Company and to ensure that processes and systems are in place to ensure that the CEO and management of the Company are adequately informed; |
| (f) | to ensure that the Directors are properly informed, and that sufficient information is provided to the Board to enable the Directors to form appropriate judgments; |
| (g) | to request that special meetings of the Board be called when appropriate; |
| 1 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (h) | in concert with the CEO, to determine the date, time and location of the annual meeting of shareholders and to develop the agenda for the meeting; |
| (i) | to abide by specific internally established control systems and authorities, to lead by personal example and encourage all employees to conduct their activities in accordance with all applicable laws and the Company’s standards and policies (collectively, the “Services”). |
| 4. | Laws, Rules and Regulations: During the term of this Agreement, the Consultant shall: |
| (a) | not carry on or undertake any activity that would be inconsistent or conflict with their responsibilities under this Agreement; |
| (b) | abide by all of the rules, policies, practices of the Company; |
| (c) | adhere strictly to all reasonable instructions, directions, written rules, written regulations, written policies and practices given, made or established from time to time by the Company, including the Travel and Expenses Policy referred to herein; |
| (d) | comply strictly with all applicable laws, regulations, bylaws and rules of all applicable governmental and regulatory authorities; |
| (e) | keep current and valid all registrations and licenses as may be required from time to time by any governmental or other regulatory authorities, notifying the Company of any change to the status thereof; and |
| (f) | be responsible for purchasing and maintaining all necessary insurance in respect of the Consultant’s tools and equipment and any other items owned, rented or leased by the Consultant and used in the course of performing the Services. The Consultant further agrees to purchase and maintain all necessary insurance related to the Services to be performed. The Consultant shall provide the Company with copies of records confirming such insurance upon request and shall immediately notify the Company of any disqualifications, conditions, suspensions and/or inquiries with respect to any such insurance coverage. |
| 5. | Time and Attention: The Consultant shall render the Services in accordance with the highest professional standards and shall devote the appropriate time and attention necessary to do so. While the Services provided by the Consultant hereunder are not and shall not be deemed exclusive to the Company, it is understood that the Company shall receive the Consultant’s primary resources and attention. Accordingly, the Consultant shall be free to render similar Services to others and engage in all such activities as the Consultant deems appropriate, provided that the Consultant’s performance hereunder is not impaired by such other activities; the Contactor is not in violation of this Agreement; the Consultant is reasonably available to provide such Services at the necessary times; and the Company’s CEO has approved any such activities. |
| 6. | Service Fees: The Consultant shall provide the Company with an Invoice for the Services rendered on a monthly basis within seven (7) days of the end of each month, detailing the Services rendered therein. For the Consultant’s Services rendered hereunder, the Company agrees to pay the Consultant, a service fee of Fifteen Thousand dollars ($15,000.00) USD per month of service, exclusive of H.S.T. / G.S.T. (should any be chargeable on the Services), which is to be paid, in advance, on the first of the month in which the Services are to be provided. |
| 2 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 7. | Payment to Consultant: Payments made to the Consultant hereunder shall be made without deduction at source by the Company for the purpose of withholding income tax, employment insurance payments or Canada Pension Plan contributions or remittance of a similar nature. It will be the sole responsibility of the Consultant to remit any payments required by statute. |
| 8. | Share Options: Subject to section 16 of this Agreement, it is understood that this Agreement shall not impact, amend or circumscribe any share options or agreements that the Consultant may have previously entered into with the Company. |
| 9. | Indemnification Regarding Employee Status: The Consultant undertakes and agrees to defend and indemnify the Company and hold the Company harmless, at the Consultant’s sole expense, from and against all claims, demands, suits, losses, costs, damages and expenses that the Company may incur by reason of any liability on the part of the Company under the Income Tax Act (Canada), the Employment Insurance Act (Canada) the Excise Act or any other statute, to make contributions, withhold or remit any monies or make any deductions from payments, or to pay any related interest or penalties, by virtue of the Consultant or Derek Knight being considered to be an employee of the Company. |
| 10. | Mutual Indemnity: Each party (the “Indemnifying Party”) agrees that it will indemnify and hold harmless the other, including any directors, officers, employees and agents (collectively, the “Indemnified Party”), at their sole expense from any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities whatsoever which the Indemnified Party may sustain, suffer or incur by reason of, or in connection with: a) the Indemnifying Party’s performance of, or failure to perform, their obligations set out herein; b) the Indemnifying Party acting outside the scope of this Agreement; or c) or as a result of misconduct, negligence or fraud of the Indemnifying Party. |
| 11. | Travel and Expenses Policy: The Consultant may be entitled to reimbursement for certain costs in accordance with the Company’s Travel and Expenses Policy. |
| 12. | Confidential Information: The Consultant specifically agrees and acknowledges that as a result of and during this Agreement, the Consultant shall, or may, be making use of, acquiring or adding information about certain matters and things which are the Company’s trade secrets and/or confidential and proprietary information, which includes without limitation: customer/client lists, including existing and potential customer/client information; customer/client preferences; customer/client and consumer data; product information, and any future or planned products or services; policies; product designs, developments and discoveries, third party database information; projections; sales and marketing information, including reports, strategies, techniques, plans, contracts, contacts, sales volume, profitability information, credit histories; inventions, improvements, data, reports and manuals; pending projects and proposals; research and development strategies, confidential personnel information, and pay administration information; Company strategies, and projections and future plans; any confidential technique, process, formula, development, experimental work, idea, secret, trade secret, know-how or other confidential matter related to the Company, the Company’s activities, processes and operations and the proposed activities, whether developed by the Company or by the Consultant (collectively, the “Confidential Information”). Confidential Information shall not include information which is in the public domain at the date of disclosure to the Consultant or which thereafter enters the public domain through no fault of the Consultant (but only after it enters the public domain). |
| 3 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
The Consultant agrees that that they shall not, except with the prior written consent of the Company, or except if the Consultant is providing services on behalf of the Company solely for the benefit of the Company in connection with the Company’s business and in accordance with the Company’s business practices and policies, at any time during or following this contract for Services with the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose any of the information which has been obtained or disclosed to the Company as a result of this contract for Services with the Company, including any of the Confidential Information. Additionally, Confidential Information may be disclosed to the extent required or requested by governmental agency or by law, regulation or subpoena, or similar legal process, provided the Consultant delivers prior written notice to the Company.
| 13. | Company Property: The Consultant agrees that they shall give the Company full written details of all Inventions, works and of all works embodying Intellectual Property Rights made wholly or partially by the Consultant at any time during the course of this Agreement which relate to, or are reasonably capable of being used in, the business of the Company. The Consultant acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Consultant will hold them in trust for the Company. The Consultant agrees to promptly execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this section. |
The words “Intellectual Property Rights”, wherever used in this Agreement, mean patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. The word “Invention”, wherever used in this Agreement, means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium.
Upon any termination of this Agreement, the Consultant shall at once deliver or cause to be delivered to the Company all books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, and all copies of same, which are in the Consultant’s possession, charge, control or custody, including, without limitation, all Inventions, Confidential Information, samples and materials or goods bearing the name or trademarks of the Company.
| 14. | Non-Solicitation: To protect the legitimate interests of the Company, the Consultant agrees that they are subject to certain restrictions as to what the Consultant may do after the cessation of their engagement with the Company or upon termination of this Agreement, including what the Consultant may do in connection with clients/customers of the Company. The Consultant covenants and agrees with the Company that for a period of twelve (12) months after the date of cessation of engagement to provide Services or after the termination of this Agreement, the Consultant shall not: |
| (a) | solicit, encourage, or in any way influence any person employed by, or engaged to render services on behalf of the Company, to leave the Company or to engage in any activity contrary to or conflicting with the interests of the Company; |
| 4 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (b) | solicit, divert, appropriate or service, directly or indirectly, or assist or be connected with any person, firm, association or corporation soliciting, diverting, appropriating or servicing any of the clients/customers or prospective clients/customers with whom the Consultant dealt during their engagement to provide Services to the Company, with respect to services and products competitive with those of the Company and/or any persons or entities whose account with the Company generated revenues or performed services during the fiscal year immediately preceding the termination of this Agreement or cessation of the Consultant’s engagement to provide Services to the Company; |
| (c) | induce or hire or attempt to induce or hire any employees of the Company to leave their employment, whether for their benefit or the benefit of others; or |
| (d) | enter into, directly or indirectly, or on behalf of any other person, firm, association, corporation or other entity, any contractual relations with any clients/customers or prospective clients/customers, with whom the Consultant dealt or gained knowledge of during their engagement to provide Services to the Company, for the purpose of providing services similar to the services provided by the Company. |
| 15. | Enforcement: The Consultant acknowledges and agrees that each and every one of the restrictions in this Agreement are reasonable, valid and necessary to protect the legitimate interests of the Company, that the Consultant will not do or perform any act or attempt to do any act whatsoever which will or would whether directly or indirectly breach any or all of the said restrictions and further agrees that all defenses to the strict enforcement thereof by the Company are hereby waived. In addition, the Consultant acknowledges that a breach by the Consultant of any of the provisions contained in this Agreement may cause the Company great and irreparable injury and damage which cannot be reasonably or adequately compensated in damages in any action in law, and the Consultant hereby expressly agrees that the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach or recurrence of a breach of this Agreement by the Consultant. The Consultant also hereby expressly agrees that the Company shall be entitled to its reasonable legal costs and expenses on a solicitor and client basis incurred in properly enforcing any provision or provisions of this Agreement. Nothing contained herein, however, shall be construed as a waiver of any of the rights that the Company may have for damages or otherwise. |
| 16. | Termination: This Agreement may be terminated: |
| (a) | by the Company without cause upon the provision of twelve (12) months’ written notice to the Consultant or payment of twelve (12) months’ service fees in lieu of such notice; |
| (b) | by the Company without notice or payment in lieu thereof, for cause; or |
| 5 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (c) | by the Consultant upon the provision of ninety (90) days’ written notice to the Company. |
In the event that this Agreement is terminated by the Company pursuant to Section 16(a), any options held by the Consultant, or by Derek Knight, for purchase of shares in the Company pursuant to any stock option or plan granted by the Company, shall immediately vest (if they have not already vested) and shall then be exercisable at any time, in whole or in part, for a period of one (1) year from the effective date of termination of this Agreement, in accordance with the terms and conditions of those stock options or plan.
In the event that this Agreement is terminated pursuant to Sections 16(b) or (c), any options held by the Consultant, or by Derek Knight, for purchase of shares in the Company pursuant to any stock option or plan granted by the Company, shall immediately expire.
| 17. | Status: It is expressly agreed, represented, and understood that the parties hereto have entered into an arm’s length independent contract for the rendering of the Services referred to herein and that neither the Consultant or Derek Knight are the employee, agent, or servant of the Company. Further, this Agreement shall not be deemed to constitute or create any partnership, joint venture, master – servant, employer – employee, principal – agent or any other relationship apart from an independent contractor/consultant and contractee relationship. |
| 18. | Individual to be Provided: The Consultant agrees that only Derek Knight shall perform the required Services pursuant to this Agreement. The Consultant shall not substitute for Derek Knight, any other individual unless agreed upon in writing by the Company. |
| 19. | Guarantee: Derek Knight covenants and agrees to be bound personally by and duly perform and observe all covenants, agreements, obligations, liabilities and provisos of the Consultant and that the liability hereunder of the Consultant shall be joint and several with them and that they shall not be released nor shall their liability be altered, affected, reduced or limited in any way by any variation, alteration, amendment or renewal of this Agreement, or any term or provision hereof, whether such variation, alteration, amendment or renewal was made with their consent or otherwise. |
| 20. | Severability: In the event that any provision of this Agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other provision of this Agreement which will continue to be in full force and effect. |
| 21. | Waiver: The waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation. |
| 22. | Modification: Any modification of this Agreement must be in writing and signed by both the Consultant and the Company or it shall have no effect and shall be void. |
| 23. | Governing Law: This Agreement shall be governed by and construed in accordance with the law of the Province of Manitoba. |
| 24. | Interpretation. The use or reference to the singular and the masculine shall be read and construed as plural or the feminine or neuter whenever the context so requires. |
| 6 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 25. | Entire Agreement: This Agreement contains the final and entire understanding and agreement between the Consultant and the Company with respect to the terms and conditions of their contract for Services with the |
Company, and supersedes all prior undertakings or agreements (whether in writing or verbal). The Consultant and the Company both hereby release each other and forever discharge each other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such prior representations or agreements.
| 26. | Independent Legal Advice: The Consultant acknowledges that they have read and understood this Agreement, and acknowledge that they have had the opportunity to obtain legal advice about it. |
Please review this Agreement carefully. If after reading it and considering the contents, the Consultant and Derek Knight are prepared to contract for Services with the Company, in accordance with the terms and conditions contained therein, please indicate acceptance by signing where indicated. The photocopy is for your files.
| Yours truly, | |
| /s/ Philip Gross | |
| Snow Lake Resources Ltd. |
| 7 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
We have read, understood and agree with the foregoing. We have had a reasonable opportunity to consider this letter and the matters set out therein. We agree to contract for Services with the Company on the terms and conditions set out in this letter.
| Surge Wealth Inc. | |||
| per: | /s/ Derek Knight | ||
| Name: | Derek Knight | ||
| Title: | President | ||
| 8 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
Exhibit 10.25
Temple Global Asset Management LLC
322 West 72nd Street
New York,
New York 10023
Dear Mr. Gross:
Snow Lake Resources Ltd. (the “Company”) is pleased to engage Temple Global Asset Management LLC (the “Consultant”) on new and enhanced terms and conditions, to provide Services, as defined herein, to the Company commencing on November 1, 2021. This Letter shall serve to confirm the new and enhanced terms and conditions upon which the Consultant agrees to provide such Services.
| 1. | Term: The Consultant’s engagement by the Company pursuant to this Agreement shall commence on November 1, 2021, and continue until terminated in accordance with the provisions herein. |
| 2. | Reporting: As a consultant providing the duties of Chief Executive Officer, the Consultant will report directly to the Company’s Board of Directors (the “Board”), will keep the Board informed at all times regarding proposed investments or transactions, and will comply with all reasonable instructions as may be given to the Consultant by the Board. |
| 3. | Services: Subject always to the overriding direction and control of the Company, the Consultant shall well and faithfully fulfill and perform all duties, tasks and deliverables as requested by the Company and the Board, including, but not limited to, the following: |
| (a) | to lead, in conjunction with the Board, the development of the Company’s strategy; |
| (b) | to lead and oversee the implementation of the Company’s long and short-term plans in accordance with its strategy; |
| (c) | to ensure the Company is appropriately organized and staffed and to have the authority to hire and terminate staff (other than executives) as necessary to enable it to achieve the approved strategy; |
| (d) | to ensure that expenditures of the Company are within the authorized annual budget of the Company; |
| (e) | to assess the principal risks of the Company and to ensure that these risks are being monitored and managed; |
| (f) | to ensure effective internal controls and management information systems are in place; |
| (g) | to ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully and ethically; |
| (h) | to ensure that the Company maintains high standards of corporate citizenship and social responsibility wherever it does business; |
| 1 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (i) | to act as a liaison between management and the Board; |
| (j) | to communicate effectively with shareholders, employees, Government authorities, other stakeholders and the public; |
| (k) | to keep abreast of all material undertakings and activities of the Company and all material external factors affecting the Company and to ensure that processes and systems are in place to ensure that management of the Company are adequately informed; |
| (l) | to ensure that the Directors are properly informed, and that sufficient information is provided to the Board to enable the Directors to form appropriate judgments; |
| (m) | to ensure the integrity of all public disclosure by the Company; |
| (n) | in concert with the Chairman of the Board, to develop Board agendas; |
| (o) | to request that special meetings of the Board be called when appropriate; |
| (p) | in concert with the Chairman of the Board, to determine the date, time and location of the annual meeting of shareholders and to develop the agenda for the meeting; |
| (q) | to sit on committees of the Board where appropriate as determined by the Board; and |
| (r) | to abide by specific internally established control systems and authorities, to lead by personal example and encourage all employees to conduct their activities in accordance with all applicable laws and the Company’s standards and policies (collectively, the “Services”). |
| 4. | Laws, Rules and Regulations: During the term of this Agreement, the Consultant shall: |
| (a) | not carry on or undertake any activity that would be inconsistent or conflict with their responsibilities under this Agreement; |
| (b) | abide by all of the rules, policies, practices of the Company; |
| (c) | adhere strictly to all reasonable instructions, directions, written rules, written regulations, written policies and practices given, made or established from time to time by the Company, including the Travel and Expenses Policy referred to herein; |
| (d) | comply strictly with all applicable laws, regulations, bylaws and rules of all applicable governmental and regulatory authorities; |
| (e) | keep current and valid all registrations and licenses as may be required from time to time by any governmental or other regulatory authorities, notifying the Company of any change to the status thereof; and |
| 2 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (f) | be responsible for purchasing and maintaining all necessary insurance in respect of the Consultant’s tools and equipment and any other items owned, rented or leased by the Consultant and used in the course of performing the Services. The Consultant further agrees to purchase and maintain all necessary insurance related to the Services to be performed. The Consultant shall provide the Company with copies of records confirming such insurance upon request and shall immediately notify the Company of any disqualifications, conditions, suspensions and/or inquiries with respect to any such insurance coverage. |
| 5. | Time and Attention: The Consultant shall render the Services in accordance with the highest professional standards and shall devote the appropriate time and attention necessary to do so. While the Services provided by the Consultant hereunder are not and shall not be deemed exclusive to the Company, it is understood that the Company shall receive the Consultant’s primary resources and attention. Accordingly, the Consultant shall be free to render similar Services to others and engage in all such activities as the Consultant deems appropriate, provided that the Consultant’s performance hereunder is not impaired by such other activities; the Contactor is not in violation of this Agreement; the Consultant is reasonably available to provide such Services at the necessary times; and the Company’s board of directors has approved any such activities. |
| 6. | Service Fees: The Consultant shall provide the Company with an Invoice for the Services rendered on a monthly basis within seven (7) days of the end of each month, detailing the Services rendered therein. For the Consultant’s Services rendered hereunder, the Company agrees to pay the Consultant, a service fee of twenty-five thousand dollars ($25,000.00) USD per month of service, exclusive of H.S.T. / G.S.T. (should any be chargeable on the Services), which is to be paid, in advance, on the first of the month in which the Services are to be provided. |
| 7. | Further remuneration: |
| a) | 50,000 Restricted Share Units (“performance Shares”) to be awarded on completion of a preliminary economic assessment of Thompson Brothers Lithium property. |
| b) | 70,000 Restricted Share Units to be awarded upon the later of i) increasing the Thompson Brothers Lithium resource to above 11Mt lithium at or above 1% Li20 and at or above a cut off grade of 0.3% Li20, ii) January 1, 2022. |
| c) | 120,000 Restricted Share Units to be awarded upon successful IPO. |
| 8. | Payment to Consultant: Payments made to the Consultant hereunder shall be made without deduction at source by the Company for the purpose of withholding income tax, employment insurance payments or Canada Pension Plan contributions or remittance of a similar nature. It will be the sole responsibility of the Consultant to remit any payments required by statute. |
| 9. | Share Options: Subject to section 16 of this Agreement, it is understood that this Agreement shall not impact, amend or circumscribe any share options or agreements that the Consultant may have previously entered into with the Company. |
| 10. | Indemnification Regarding Employee Status: The Consultant undertakes and agrees to defend and indemnify the Company and hold the Company harmless, at the Consultant’s sole expense, from and against all claims, demands, suits, losses, costs, damages and expenses that the Company may incur by reason of any liability on the part of the Company under the Income Tax Act (Canada), the Employment Insurance Act (Canada) the Excise Act or any other statute, to make contributions, withhold or remit any monies or make any deductions from payments, or to pay any related interest or penalties, by virtue of the Consultant or Philip Gross being considered to be an employee of the Company. |
| 3 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 11. | Mutual Indemnity: Each party (the “Indemnifying Party”) agrees that it will indemnify and hold harmless the other, including any directors, officers, employees and agents (collectively, the “Indemnified Party”), at their sole expense from any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities whatsoever which the Indemnified Party may sustain, suffer or incur by reason of, or in connection with: a) the Indemnifying Party’s performance of, or failure to perform, their obligations set out herein; b) the Indemnifying Party acting outside the scope of this Agreement; or c) or as a result of misconduct, negligence or fraud of the Indemnifying Party. |
| 12. | Travel and Expenses Policy: The Consultant may be entitled to reimbursement for certain costs in accordance with the Company’s Travel and Expenses Policy. |
| 13. | Confidential Information: The Consultant specifically agrees and acknowledges that as a result of and during this Agreement, the Consultant shall, or may, be making use of, acquiring or adding information about certain matters and things which are the Company’s trade secrets and/or confidential and proprietary information, which includes without limitation: customer/client lists, including existing and potential customer/client information; customer/client preferences; customer/client and consumer data; product information, and any future or planned products or services; policies; product designs, developments and discoveries, third party database information; projections; sales and marketing information, including reports, strategies, techniques, plans, contracts, contacts, sales volume, profitability information, credit histories; inventions, improvements, data, reports and manuals; pending projects and proposals; research and development strategies, confidential personnel information, and pay administration information; Company strategies, and projections and future plans; any confidential technique, process, formula, development, experimental work, idea, secret, trade secret, know-how or other confidential matter related to the Company, the Company’s activities, processes and operations and the proposed activities, whether developed by the Company or by the Consultant (collectively, the “Confidential Information”). Confidential Information shall not include information which is in the public domain at the date of disclosure to the Consultant or which thereafter enters the public domain through no fault of the Consultant (but only after it enters the public domain). |
The Consultant agrees that that they shall not, except with the prior written consent of the Company, or except if the Consultant is providing services on behalf of the Company solely for the benefit of the Company in connection with the Company’s business and in accordance with the Company’s business practices and policies, at any time during or following this contract for Services with the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose any of the information which has been obtained or disclosed to the Company as a result of this contract for Services with the Company, including any of the Confidential Information. Additionally, Confidential Information may be disclosed to the extent required or requested by governmental agency or by law, regulation or subpoena, or similar legal process, provided the Consultant delivers prior written notice to the Company.
| 4 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 14. | Company Property: The Consultant agrees that they shall give the Company full written details of all Inventions, works and of all works embodying Intellectual Property Rights made wholly or partially by the Consultant at any time during the course of this Agreement which relate to, or are reasonably capable of being used in, the business of the Company. The Consultant acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Consultant will hold them in trust for the Company. The Consultant agrees to promptly execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this section. |
The words “Intellectual Property Rights”, wherever used in this Agreement, mean patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. The word “Invention”, wherever used in this Agreement, means inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium.
Upon any termination of this Agreement, the Consultant shall at once deliver or cause to be delivered to the Company all books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, and all copies of same, which are in the Consultant’s possession, charge, control or custody, including, without limitation, all Inventions, Confidential Information, samples and materials or goods bearing the name or trademarks of the Company.
| 15. | Non-Solicitation: To protect the legitimate interests of the Company, the Consultant agrees that they are subject to certain restrictions as to what the Consultant may do after the cessation of their engagement with the Company or upon termination of this Agreement, including what the Consultant may do in connection with clients/customers of the Company. The Consultant covenants and agrees with the Company that for a period of twelve (12) months after the date of cessation of engagement to provide Services or after the termination of this Agreement, the Consultant shall not: |
| (a) | solicit, encourage, or in any way influence any person employed by, or engaged to render services on behalf of the Company, to leave the Company or to engage in any activity contrary to or conflicting with the interests of the Company; |
| (b) | solicit, divert, appropriate or service, directly or indirectly, or assist or be connected with any person, firm, association or corporation soliciting, diverting, appropriating or servicing any of the clients/customers or prospective clients/customers with whom the Consultant dealt during their engagement to provide Services to the Company, with respect to services and products competitive with those of the Company and/or any persons or entities whose account with the Company generated revenues or performed services during the fiscal year immediately preceding the termination of this Agreement or cessation of the Consultant’s engagement to provide Services to the Company; |
| 5 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| (c) | induce or hire or attempt to induce or hire any employees of the Company to leave their employment, whether for their benefit or the benefit of others; or |
| (d) | enter into, directly or indirectly, or on behalf of any other person, firm, association, corporation or other entity, any contractual relations with any clients/customers or prospective clients/customers, with whom the Consultant dealt or gained knowledge of during their engagement to provide Services to the Company, for the purpose of providing services similar to the services provided by the Company. |
| 16. | Enforcement: The Consultant acknowledges and agrees that each and every one of the restrictions in this Agreement are reasonable, valid and necessary to protect the legitimate interests of the Company, that the Consultant will not do or perform any act or attempt to do any act whatsoever which will or would whether directly or indirectly breach any or all of the said restrictions and further agrees that all defenses to the strict enforcement thereof by the Company are hereby waived. In addition, the Consultant acknowledges that a breach by the Consultant of any of the provisions contained in this Agreement may cause the Company great and irreparable injury and damage which cannot be reasonably or adequately compensated in damages in any action in law, and the Consultant hereby expressly agrees that the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach or recurrence of a breach of this Agreement by the Consultant. The Consultant also hereby expressly agrees that the Company shall be entitled to its reasonable legal costs and expenses on a solicitor and client basis incurred in properly enforcing any provision or provisions of this Agreement. Nothing contained herein, however, shall be construed as a waiver of any of the rights that the Company may have for damages or otherwise. |
| 17. | Termination: This Agreement may be terminated: |
| (a) | by the Company without cause upon the provision of twelve (12) months’ written notice to the Consultant or payment of twelve (12) months’ service fees in lieu of such notice; |
| (b) | by the Company without notice or payment in lieu thereof, for cause; or |
| (c) | by the Consultant upon the provision of ninety (90) days’ written notice to the Company. |
In the event that this Agreement is terminated by the Company pursuant to Section 16(a), any options held by the Consultant, or by Philip Gross, for purchase of shares in the Company pursuant to any stock option or plan granted by the Company, shall immediately vest (if they have not already vested) and shall then be exercisable at any time, in whole or in part, for a period of one (1) year from the effective date of termination of this Agreement, in accordance with the terms and conditions of those stock options or plan.
In the event that this Agreement is terminated pursuant to Sections 16(b) or (c), any options held by the Consultant, or by Philip Gross, for purchase of shares in the Company pursuant to any stock option or plan granted by the Company, shall immediately expire.
| Legal Address | www.SnowLakeLithium.com | Mailing Address | ||
| Snow Lake Resources Ltd. | Snow Lake Resources ltd. | |||
| 242 Hargrave St #1700, Winnipeg, MB | PO Box 126 | |||
| R3C 0V1 | Simcoe Ont N3Y 4K8 | |||
| Canada | Canada |
| 6 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
| 18. | Status: It is expressly agreed, represented, and understood that the parties hereto have entered into an arm’s length independent contract for the rendering of the Services referred to herein and that neither the Consultant or Philip Gross are the employee, agent, or servant of the Company. Further, this Agreement shall not be deemed to constitute or create any partnership, joint venture, master – servant, employer – employee, principal – agent or any other relationship apart from an independent contractor/consultant and contractee relationship. |
| 19. | Individual to be Provided: The Consultant agrees that only Philip Gross shall perform the required Services pursuant to this Agreement. The Consultant shall not substitute for Philip Gross, any other individual unless agreed upon in writing by the Company. |
| 20. | Guarantee: Philip Gross covenants and agrees to be bound personally by and duly perform and observe all covenants, agreements, obligations, liabilities and provisos of the Consultant and that the liability hereunder of the Consultant shall be joint and several with them and that they shall not be released nor shall their liability be altered, affected, reduced or limited in any way by any variation, alteration, amendment or renewal of this Agreement, or any term or provision hereof, whether such variation, alteration, amendment or renewal was made with their consent or otherwise. |
| 21. | Severability: In the event that any provision of this Agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other provision of this Agreement which will continue to be in full force and effect. |
| 22. | Waiver: The waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation. |
| 23. | Modification: Any modification of this Agreement must be in writing and signed by both the Consultant and the Company or it shall have no effect and shall be void. |
| 24. | Governing Law: This Agreement shall be governed by and construed in accordance with the law of the Province of Manitoba. |
| 25. | Interpretation. The use or reference to the singular and the masculine shall be read and construed as plural or the feminine or neuter whenever the context so requires. |
| 26. | Entire Agreement: This Agreement contains the final and entire understanding and agreement between the Consultant and the Company with respect to the terms and conditions of their contract for Services with the Company, and supersedes all prior undertakings or agreements (whether in writing or verbal). The Consultant and the Company both hereby release each other and forever discharge each other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such prior representations or agreements. |
| 27. | Independent Legal Advice: The Consultant acknowledges that they have read and understood this Agreement, and acknowledge that they have had the opportunity to obtain legal advice about it. |
| 7 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
Please review this Agreement carefully. If after reading it and considering the contents, the Consultant and Philip Gross are prepared to contract for Services with the Company, in accordance with the terms and conditions contained therein, please indicate acceptance by signing where indicated. The photocopy is for your files.
| Yours truly, | |
| /s/ Louie Simens | |
| Snow Lake Resources Ltd. |
We have read, understood and agree with the foregoing. We have had a reasonable opportunity to consider this letter and the matters set out therein. We agree to contract for Services with the Company on the terms and conditions set out in this letter.
| TEMPLE GLOBAL ASSET MANAGEMENT LLC. | ||
| per: | /s/ Philip Gross | |
| Name: Philip Gross | ||
| 8 | ||
| Legal Address Snow Lake Resources Ltd. 242 Hargrave St #1700, Winnipeg, MB R3C 0V1 Canada | www.SnowLakeLithium.com | Mailing Address Snow Lake Resources ltd. PO Box 126 Simcoe Ont N3Y 4K8 Canada |
Exhibit 10.26
ADDENDUM TO CONSULTING SERVICES AGREEMENT
THIS ADDENDUM to a Consulting Services Agreement dated the 1st day of November, 2021 (the “Agreement”) is made effective the 1st day of August 2022.
BETWEEN:
SNOW LAKE RESOURCES LTD.
(collectively, the “Company” or “Snow Lake”)
OF THE FIRST PART.
- and -
_________
(the “Consultant”)
OF THE SECOND PART.
This Addendum shall serve as an amendment to the Agreement.
WHEREAS it is critical to the continued operations of the Company that senior management remain committed to managing the Company through these critical and tumultuous times;
AND WHEREAS a dissident shareholder group has attempted to replace the board of directors of the company with the stated intention of removing senior management;
AND WHEREAS the former Chair of the Board brought forward a motion to reduce the salaries of certain senior management by 90%, which motion was not permitted to proceed;
AND WHEREAS senior management has established excellent relationships with all levels of the government of Manitoba from the bureaucrats responsible for permitting and authorizing the business operations to the politicians including the Premier and the Ministers whose responsibilities cover all operations of the Company;
AND WHEREAS senior management has developed a relationship with a multinational strategic partner with which it expects to imminently sign a memorandum of understanding which could have a material positive impact on the Company and its valuation;
AND WHEREAS all of the positive impacts brought forward by senior management will be endangered if senior management is terminated or replaced, or due to the uncertainty created by the dissident shareholder group, resigns;
Revisions covered under this Addendum
NOW THEREFORE, in consideration of the terms of this Addendum, including the amendment to the termination without cause provisions and related payment of service fees, the parties have agreed to amend the Agreement by adding or amending the following provisions:
16. TERMINATION OF EMPLOYMENT
Section 16(a) currently says:
16. Termination: This Agreement may be terminated:
(a) by the Company without cause upon the provision of twelve (12) months’ written notice to the Consultant or payment of twelve (12) months’ service fees in lieu of such notice;
This Addendum amends the terms of Section 16(a) as follows:
16. Termination: This Agreement may be terminated:
(a) by the Company without cause upon the payment of: (i) thirty-six (36) months’ service fees ($ / month * 36 months =$ USD) in lieu of such notice and (ii) an amount equal to thirty-six (36) months’ board (Secretary) fees ($ / month = $ * 36 months = $ USD), such service and board (secretary) fees to be paid in a lump sum, immediately upon termination, to the Consultant on the sole condition (which cannot be amended except with consent of both parties), that the Consultant delivers to the Company a signed release in a form attached to this Addendum.
| NOTE: | In the event of a scheduled Shareholder Meeting (including an Annual Shareholders Meeting) (“Meeting”), in anticipation of a possible Change of Control (as defined below), the Company shall not less than seven (7) days before the Meeting, issue the payments set out in Section 16(a) to the Consultant on the same basis as set out in Section 16(a), pending the outcome of the Meeting. Should the Meeting not result in a termination under Section 16(a) or (d), then the Company may direct the Consultant, and the Consultant shall be obligated to return the funds to the Company. |
This Addendum amends the terms of Section 16 to add the following provisions:
| (d) | by the Consultant, at any time, following a Change of Control (as defined below), upon which termination the Consultant immediately shall be entitled to all the payments from the Company set out in Section 16(a). |
| (e) | For the purposes of this Agreement, Change of Control shall be defined as follows: |
| (i) | a change in the composition of the Board, as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors who are Directors of the Company as of the date of this Addendum (“Effective Date”); or |
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| (ii) | the solicitation of a dissident proxy, or any proxy not approved by the Incumbent Directors, the purpose of which is to change the composition of the Board with the result, or potential result, that fewer than a majority of the Directors will be Incumbent Directors. |
In the case of the occurrence of any of the events set forth in Subsection 16(e), a Change of Control shall be deemed to occur immediately prior to the occurrence of any such events.
| (f) | In the event that this Agreement is terminated by the Company pursuant to Section 16(a), or by the Consultant pursuant to Section 16(d), any options held by the Consultant, or by ____, for purchase of shares in the Company pursuant to any stock option or plan granted by the Company, shall immediately vest (if they have not already vested) and shall then be exercisable at any time, in whole or in part, for a period of one (1) year from the effective date of termination of this Agreement, in accordance with the terms and conditions of those stock options or plan. |
| 2. | Changes noted within this Addendum shall become effective as of August 1, 2022. |
| 3. | All other terms and conditions covered by and under the Agreement shall remain in full force and effect, unamended. |
| 4. | Should any of the terms of this Addendum conflict with the terms of the Agreement, the terms of this Addendum shall govern. |
IN WITNESS WHEREOF this Agreement is executed by the parties as of the date first above written.
| COMPANY: | SNOW LAKE RESOURCES LTD. | |
| Per: | ||
| I have authority to bind the corporation. | ||
CONSULTANT:
| Per: | ||
| , President | ||
| I have authority to bind the corporation. |
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GENERAL RELEASE
for and in consideration of the sum of USD, the receipt and sufficiency of which consideration is hereby acknowledged, does hereby remise, release and forever discharge SNOW LAKE RESOURCES LTD. (“Snow Lake”) and its directors, officers, shareholders, agents, employees, successors, assigns, associates, affiliates, subsidiaries, parent and partners (hereinafter all jointly and severally called the “Releasees”) of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims, complaints and demands whatsoever, contractual, statutory or otherwise which against the Releasees ever had, now have or may have, hereafter can, shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time, and in particular, without restricting the generality of the foregoing, arising out of the Services Agreement between and Snow Lake and the termination of that Agreement with Snow Lake.
AND hereby acknowledges and agrees that in the event that should hereafter commence or threaten to commence any action, suit, claim, complaint, demand or proceeding which in any way relates to the Services Agreement or the termination of that Agreement with Snow Lake, this Release is, and may be relied upon by the Releasees as, an estoppel and complete bar to any such action, suit, claim, complaint, demand or proceeding. further acknowledge and agree that any claim or complaint filed under any other legislation which in any way relates to the Services Agreement or the termination of that Agreement with Snow Lake would be frivolous, vexatious and an abuse of process.
It is a term of this Release that the consideration aforesaid is not and is not to be deemed in any way to be an admission of liability on the part of the Releasees.
AND hereby agrees not to make any claim or take any proceedings against any person, firm or corporation that might claim contribution or indemnity from the Releasees under the provisions of any statute or otherwise.
AND hereby acknowledges and agrees that covenants and agrees to indemnify and save harmless the Releasees from and against any and all claims, charges, taxes, penalties and demands which may be made by or on behalf of or in relation to the Canada Revenue Agency requiring the Releasees to pay income tax, charges, taxes or penalties under the Income Tax Act (Canada) in respect of income tax payable by in respect of ’s engagement by Snow Lake under the Services Agreement or the termination of ’s engagement with Snow Lake or the payment of the consideration aforesaid, from and against any and all claims, charges, taxes, penalties and demands which may be made by or on behalf of or in relation to the Canada Employment Insurance Commission or the Canada Pension Plan Commission under any applicable statute or regulation with respect to any amounts which may at any time be found to be payable by the Releasees in respect of ’s engagement with Snow Lake or the termination of ’s engagement with Snow Lake or the payment of the consideration aforesaid.
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AND hereby covenants and agrees that the arrangements set out in in the Agreement which are to be implemented on termination of the Agreement are made on a confidential basis and TGAM further covenants and agrees that unless compelled by law, the said arrangements shall not be disclosed, revealed, confirmed or otherwise communicated by TGAM to any person or entity, apart from its legal and financial advisors, and TGAM further covenants and agrees that TGAM will direct such persons to whom such disclosure may be made to keep the matter completely confidential and TGAM will use its best efforts to ensure that such persons keep the matter completely confidential and do not disclose, reveal, confirm or otherwise communicate the arrangements to any person or entity.
AND hereby covenants and agrees that unless authorized in writing by an authorized officer of Snow Lake, or unless required by law, will not at any time hereafter directly or indirectly disclose to any person, firm or corporation or use for its own benefit or the benefit of any other person, firm or corporation any secret or confidential information acquired by it during the course of or as a result of its engagement with Snow Lake.
AND hereby covenants and agrees that will not at any time hereafter directly or indirectly disparage or make any derogatory comment or communication whatsoever about any of the Releasees to any person, firm or corporation.
AND hereby acknowledges and confirms that has returned to Snow Lake all property, confidential or otherwise, belonging to the Releasees which was in its possession or under its control.
AND hereby affirm and warrant that has read and fully understands this Release, that it constitutes full and final release of all claims or complaints, contractual, statutory or otherwise, which SWI may have against the Releasees including, but not limited to, all claims or complaints arising out of SWI’s engagement with Snow Lake or the termination of SWI’s engagement with Snow Lake and that this Release is executed voluntarily.
AND hereby affirms and warrants that has obtained independent legal advice with respect to the termination of its engagement with Snow Lake and the terms of this Release.
IN WITNESS WHEREOF this Release is executed as of the _______ day of _________ .
| Per: | ||
| I have authority to bind the corporation. | ||
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Exhibit 10.27
fully renewable fully electric
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) is made and entered into as of April 11, 2022;
Between:
Epiroc Canada Inc. (Epiroc)
And
Snow Lake Resources Ltd.,
d/b/a Snow Lake lithium Ltd. {Sll}
| 1. | Purpose and Scope: |
The purpose of this MOU is to clearly identify the role and responsibilities of each party as they relate to the site planning and design of the World’s first fully electric lithium mine, the Snow Lake Resources Lithium Project in Manitoba Canada.
This MOU is to protect the Intellectual Property and shared knowledge of both companies involved.
| 2. | Background: |
Epiroc was introduced to Snow Lake Lithium through its conversations with Meglab (an Epiroc Company). Conversations with Meglab began through the signing of an MOU with Meglab in March of 2021.
| Legal Address | www.SnowLakeLithium.com | Mailing Address | ||
| 242 Hargrave St #1700, | Snow Lake Resources ltd | |||
| Winnipeg, MB R3C 0Vl | PO Box 126 Simcoe Ont N3Y | |||
| Canada | 4K8 |
fully renewable fully electric
Snow Lake has entered into the feasibility studies stage of the project and is moving quickly towards production to meet the demand of the green energy era.
Recent Government initiatives and focus has been on moving to a renewable economy that is energy independent. Snow Lake’s Manitoba location, as well as their 97%+ renewable power source (Manitoba Hydro) allows them to be a fully electric mine, from a renewable source, to provide the cleanest lithium to power North America’s future.
The cornerstone of the project philosophy will be to design and operate an all-electric based mining operation similar to other projects that Epiroc has been involved in through their company Meglab (the Borden Mine).
Newmont Goldcorp and dignitaries from across Ontario inaugurated the Borden Gold Project, which is being hailed as “mine of the future.” The Borden mine, located near Chapleau, Ontario, features state of-the-art health and safety controls, digital mining technologies and processes, and low-carbon energy vehicles - all anchored in a mutually beneficial partnership with local communities. Epiroc/Meglab were an integral part of the design and construction of this project as well as many others.
| 3. | Epiroc Responsibilities: |
Provide technical and engineering design advice in regard to overall mine planning. Epiroc agrees to protect any information provided by SLL.
| 4. | Snow Lake Lithium Responsibilities: |
To protect any information provided by Epiroc for design and engineering on collaboration of project. Epiroc to have opportunity to do future business with mine project in accordance with all purchasing and tender requirements.
| Legal Address | www.SnowLakeLithium.com | Mailing Address | ||
| 242 Hargrave St #1700, | Snow Lake Resources ltd | |||
| Winnipeg, MB R3C 0Vl | PO Box 126 Simcoe Ont N3Y | |||
| Canada | 4K8 |
2
fully renewable fully electric
| 5. | Understandings: |
Work together in good faith for project planning and to collaborate a best practices philosophy for the continued innovation and design of an all-electric mine plan. Provide an opportunity for all stakeholders involved (SLL, Epiroc, share holders, local community, regional suppliers, etc.) to create a world class mine within the given environmental, social, economical responsibilities of all parties.
| 6. | Duration: |
This MOU will be effective for three years from the effective start date unless otherwise extended by written agreement between the parties. Either party may terminate the MOU earlier for any reason at any time upon delivery to the other party of written notice of termination.
| 7. | Funding: |
This MOU does not include the reimbursement of funds between the two parties.
| 8. | Arbitration: |
Any dispute arising regarding any aspect of this Agreement shall be settled through mutual consultations and agreements by the parties to the agreement.
| 9. | Effective Date and Signature: |
This MOU shall be effective upon the signature of representatives of both parties. It shall be in force from April 11, 2022 through April 11, 2025.
| Legal Address | www.SnowLakeLithium.com | Mailing Address | ||
| 242 Hargrave St #1700, | Snow Lake Resources ltd | |||
| Winnipeg, MB R3C 0Vl | PO Box 126 Simcoe Ont N3Y | |||
| Canada | 4K8 |
3
fully renewable fully electric
| 10. | Signatures: |
Epiroc Canada Inc. (Epiroc)
| /s/ Jason Smith | |
| By: Jason Smith | Date: April 11, 2022 |
| Snow Lake Resources Ltd., | ||
| d/b/a Snow Lake Lithium Ltd. (SLL} | ||
| = | /s/ Philip Gross | |
| By: Philip Gross | Date: April 11, 2022 |
About Epiroc
Epiroc is a vital part of a sustainable society and a global productivity partner for mining and infrastructure customers.
Epiroc develops and provides innovative and safe equipment, such as drill rigs, rock excavation and construction equipment and tools for surface and underground applications. Also offering world-class service and other aftermarket support as well as solutions for automation, digitalization, and electrification.
| Legal Address | www.SnowLakeLithium.com | Mailing Address | ||
| 242 Hargrave St #1700, | Snow Lake Resources ltd | |||
| Winnipeg, MB R3C 0Vl | PO Box 126 Simcoe Ont N3Y | |||
| Canada | 4K8 |
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Exhibit 10.28
Snow Lake Resources Ltd.
AMENDED AND RESTATED
STOCK OPTION PLAN
Dated as of September 7, 2022
| 1.1 | Defined Terms |
For the purposes of this Plan, the following terms shall have the following meanings:
| (a) | “Act” means The Securities Act (Manitoba), as amended from time to time; |
| (b) | “Affiliate” has the meaning ascribed to affiliated companies by the Act; |
| (c) | “Associate” has the meaning ascribed thereto by the Act; |
| (d) | “Board” means the board of directors of the Corporation or, as applicable, a committee consisting of not less than three Directors of the Corporation duly appointed to administer this Plan; |
| (e) | “Common Shares” means the common shares of the Corporation; |
| (f) | “Cashless Exercise” has the meaning ascribed thereto in Section 5.2 |
| (g) | “Cashless Exercise Notice” has the meaning ascribed thereto in Section 5.2; |
| (h) | “Company” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual; |
| (i) | “Consultant” means, in relation to a Corporation, an individual (other than an Employee or a Director of the Corporation) or Company that: |
| (i) | is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an Affiliate of the Corporation, other than services provided in relation to a distribution; |
| (ii) | provides the services under a written contract between the Corporation or the Affiliate and the individual or the Company, as the case may be; |
| (iii) | in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate of the Corporation; and |
| (iv) | has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation, |
and includes a Company of which a Consultant is an employee or shareholder and a partnership of which a Consultant is an employee or partner;
| (j) | “Corporation” means Snow Lake Resources Ltd., a company incorporated under the laws of Manitoba, and its successor entities; |
| (k) | “Director” means a director of the Corporation or of an Affiliate; |
| (l) | “Disinterested Shareholder Approval” means an ordinary resolution approved by a majority of the votes cast by members of the Corporation at a shareholders’ meeting, excluding votes attaching to Common Shares beneficially owned by Insiders to whom Options may be granted and Associates of those persons including, on a resolution that requires disinterested approval, votes cast by any holders of non-voting and subordinate voting shares of the Corporation who shall be given full voting rights on such a resolution; |
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| (m) | “Eligible Person” means a Director, Officer, Employee or Consultant, and includes an issuer all the voting securities of which are owned by Eligible Persons; |
| (n) | “Employee” means an individual who: |
| (i) | is considered an employee of the Corporation or its subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source); |
| (ii) | works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or |
| (iii) | works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; |
| (o) | “Exchange” means the stock exchange or over the counter market on which the Common Shares are listed; |
| (p) | “Exchange Act” means the United States Securities Exchange Acti of 1934, as amended from time to time; |
| (q) | “Expiry Date” means the last day of the term for an Option, as set by the Board at the time of grant in accordance with Section 5.2 herein and, if applicable, as amended from time to time; |
| (r) | “Fair Market Value” means the weighted average trading closing price of the Common Shares traded on the NASDAQ for the five trading days immediately preceding the date the Corporation receives the Cashless Exercise Notice. A “trading day” is a day in which at least a board lot of shares have been traded on the NASDAQ; |
| (s) | “Insider” means, in respect of the Corporation: (a) a Director or senior officer of the Corporation, (b) a Director or senior officer of a Company that is an Insider or subsidiary of the Corporation; (c) a Person that beneficially owns or controls, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation, or (d) the Corporation itself, if it holds any of its own securities; |
| (t) | “Investor Relations Activities” means any activities, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include: |
| (i) | the dissemination of information provided, or records prepared, in the ordinary course of the business of the Corporation: |
| (A) | to promote the sale of products or services of the Corporation; or |
| (B) | to raise public awareness of the Corporation, that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation; |
| (ii) | activities or communications necessary to comply with the requirements of: |
| (A) | applicable securities laws; |
| (B) | Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Corporation; |
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| (iii) | communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if: |
| (A) | the communication is only through the newspaper, magazine or publication; and |
| (B) | the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or |
| (iv) | activities or communications that may be otherwise specified by the Exchange; |
| (u) | “Management Company Employee” means an individual who is employed by a person providing management services to the Corporation or an Affiliate which are required for the ongoing successful operation of the business enterprise of the Corporation or the Affiliate, but excluding a person providing Investor Relations Activities; |
| (v) | “Officer” means an officer of the Corporation or of an Affiliate, and includes a Management Company Employee; |
| (w) | “Option” means an option to purchase Common Shares pursuant to this Plan; |
| (x) | “Option Agreement” means an agreement, in the form attached hereto as Schedule “A”, whereby the Corporation grants to an Eligible Persons an Option; |
| (y) | “Other Share Compensation Arrangement” means, other than this Plan and any Options, any stock option plan, stock options, employee stock purchase plan or other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including but not limited to a purchase of Common Shares from a treasury which is financially assisted by the Corporation by way of loan, guarantee or otherwise; |
| (z) | “Participant” means an Eligible Person who has been granted an Option; and |
| (aa) | “Plan” means this Stock Option Plan. |
| 1.2 | Interpretation References to the outstanding Common Shares at any point in time shall be computed on a non-diluted basis. |
ARTICLE 2
ESTABLISHMENT OF PLAN
| 2.1 | Purpose |
The purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by:
| (a) | providing an incentive mechanism to foster the interest of Eligible Persons in the success of the Corporation and its Affiliates; |
| (b) | encouraging Eligible Persons to remain with the Corporation or its Affiliates; and |
| (c) | attracting new Directors, Officers, Employees and Consultants. |
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| 2.2 | Shares Reserved |
| (a) | The aggregate number of Common Shares that may be reserved for issuance pursuant to Options shall not exceed 2,406,732 Common Shares. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. |
| (b) | If there is a change in the outstanding Common Shares by reason of any share consolidation or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the Common Shares, the Board shall make, as it shall deem advisable and subject to the requisite approval of the relevant regulatory authorities, appropriate substitution and/or adjustment in: |
| (i) | the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this 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 (subject to the approval of the Exchange if such vesting is mandatory under the policies of the Exchange), including the accelerated vesting thereof on conditions the Board deems advisable, |
and if the Corporation undertakes an arrangement or is amalgamated, merged or combined with another corporation, the Board shall make such provision for the protection of the rights of Participants as it shall deem advisable.
| (c) | No fractional Common Shares shall be reserved for issuance under this Plan and the Board may determine the manner in which an Option, insofar as it relates to the acquisition of a fractional Common Share, shall be treated. |
| (d) | The Corporation shall, at all times while this Plan is in effect, reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of this Plan. |
| 2.3 | Non-Exclusivity |
Nothing contained herein shall prevent the Board from adopting such other incentive or compensation arrangements as it shall deem advisable.
| 2.4 | Effective Date |
This Plan shall be subject to the approval of any regulatory authority whose approval is required, if any. Any Options granted under this Plan prior to such approvals being given, if required, shall be conditional upon such approvals being given, and no such Options may be exercised unless and until such approvals are given. If no such approvals are required then this Plan is effective on the date it is approved by the Board.
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ARTICLE 3
ADMINISTRATION OF PLAN
| 3.1 | Administration |
| (a) | This Plan shall be administered by the Board. Subject to the provisions of this Plan, the Board shall have the authority: |
| (i) | 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; |
| (ii) | to interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for the purpose of ensuring compliance with Section 3.3 hereof. |
| (b) | The Board’s interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon the Corporation, Eligible Persons, Participants and all other persons. |
| 3.2 | Amendment, Suspension and Termination |
The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate this 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 such Participant. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding.
| 3.3 | Compliance with Legislation |
| (a) | This Plan, the grant and exercise of Options hereunder and the Corporation’s obligation to sell, issue and deliver any Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, policies, rules and regulations, including any applicable Canadian provincial securities laws and United States state securities laws, in addition to the policies, rules and regulations of any Exchange or other markets on which the Common Shares are listed or quoted for trading and to such approvals by any governmental or regulatory agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obligated by the existence of this Plan or any provision of this Plan or the grant or exercise of Options hereunder to sell, issue or deliver Common Shares upon exercise of Options in violation of such laws, policies, rules and regulations or any condition or requirement of such approvals. |
| (b) | No Option shall be granted and no Common Shares shall be sold, issued or delivered hereunder where such grant, sale, issue or delivery would require any new registration or other qualification of this Plan or of the Common Shares under the securities laws of any foreign jurisdiction, and any purported grant of any Option or any sale, issue and delivery of Common Shares hereunder in violation of this provision shall be void. In addition, the Corporation shall have no obligation to sell, issue or deliver any Common Shares hereunder unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading. |
| (c) | Common Shares sold, issued and delivered to Participants pursuant to the exercise of Options shall be subject to restrictions on resale and transfer under applicable securities laws and the requirements of any stock exchanges or other markets on which the Common Shares are listed or quoted for trading, and any certificates representing such Common Shares shall bear, as required, a restrictive legend in respect thereof. |
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ARTICLE 4
OPTION GRANTS
| 4.1 | Eligibility and Multiple Grants |
Options shall only be granted to Eligible Persons. 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.
| 4.2 | Option Agreement |
Every Option shall be evidenced by an Option Agreement executed by the Corporation and the Participant, which shall, if the Participant is an Employee, Consultant or Management Company Employee, contain a representation and warranty by the Corporation and such Participant that such Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be, of the Corporation or an Affiliate. In the event of any discrepancy between this Plan and an Option Agreement, the provisions of this Plan shall govern.
| 4.3 | Compliance with securities laws. |
Common Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such Common Shares shall comply with all relevant provisions of law, including, without limitation, any applicable Canadian provincial and/or United States’ state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations thereunder and the requirements of any Exchange upon which such Common Shares may then be listed or quoted, and such issuance shall be further subject to the approval of counsel for the Corporation with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Common Shares. The inability of the Corporation to obtain from any regulatory body in Canada or the United States, or otherwise, the authority deemed by the Corporation to be necessary for the lawful issuance and sale of any Common Shares hereunder, or the unavailability of an exemption from registration for the issuance and sale of any Common Shares hereunder, shall relieve the Corporation of any liability respect to the non-issuance or sale of such Common Shares other than with respect to a refund of any Option Price paid.
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ARTICLE 5
OPTION TERMS
| 5.1 | Exercise Price |
| (a) | The Corporation 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. |
| (b) | If an Option is granted by the Corporation after its initial listing or after it has been recalled for trading following a suspension or halt, the Corporation must wait until a satisfactory market has been established before setting the exercise price for and granting the Option, being at least ten trading days since the date of listing or the day on which trading in the Company’s securities resumes, as the case may be. |
| (c) | If Options are granted within ninety days of a distribution by the Corporation by prospectus or similar offering document, then the exercise price per Common Share for such Option shall not be less than the greater of the minimum exercise price calculated pursuant to subsection (a) herein and the price per Common Share paid by the public investors for Common Shares acquired pursuant to such distribution. Such ninety day period shall begin: |
| (i) | on the date the final receipt is issued for the final prospectus or similar offering document in respect of such distribution; |
| (ii) | in the case of an initial public offering, on the date of listing; and |
| (iii) | in the case of a prospectus or similar offering document that qualifies special warrants, on the closing date of the private placement in respect of such special warrants. |
| 5.2 | Cashless Exercise |
| (a) | A Participant may elect to exercise an Option without payment of the aggregate exercise price due on such exercise (a “Cashless Exercise”). A Participant electing to exercise an Option in such manner shall give written notice (a “Cashless Exercise Notice”) of the election to the Corporation, substantially in the form of Schedule C or in any other form acceptable to the Corporation. |
| (b) | Upon receipt by the Corporation of a Cashless Exercise Notice from a Participant, the Corporation shall calculate and issue to such Participant that number of Common Shares as is determined by application of the following formula: |
X = [Y(A-B)]/A
Where:
X = the number of Common Shares to be issued to the Participant upon the Cashless Exercise
Y = the number of Common Shares underlying the Options being exercised
A = the Fair Market Value as at the date of such Cashless Exercise Notice, if such Fair Market Value is greater than the exercise price
B = the exercise price of the Options being exercised Upon the occurrence of a Cashless Exercise, no fractional Common Shares will be issued to any Participant electing a Cashless Exercise. If the number of Common Shares to be issued to the Participant in the event of a Cashless Exercise would otherwise include a fraction of a Common Share, the Corporation will pay a cash amount to such Participant equal to (i) the fraction of a Common Share otherwise issuable multiplied by (ii) the value attributable to “A” in the formula set out above. That number of Common Shares underlying any option exercised pursuant to a Cashless Exercise will be deducted from the number of Common Shares reserved for issuance under the plan pursuant to Section 2.2(a)
| 5.3 | Expiry Date |
| (a) | Every Option shall have a term not exceeding, and shall therefore expire no later than, 5 years after the date of grant, subject to extension where the Expiry Date falls within a blackout period as detailed in Section 5.2(b) below. |
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| (b) | The Expiry Date of an Option shall automatically extend if such Expiry Date falls within a period (a “blackout period”) during which the Corporation prohibits Optionees from exercising their Options to the extent that: |
| (i) | the blackout period is formally imposed by the Corporation 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 the Corporation formally imposing a blackout period, the Expiry 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 Expiry 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 the Corporation is subject to a cease trade order (or similar order under securities laws) in respect of the Corporation’s securities. |
| 5.4 | Vesting |
| (a) | Subject to subsection (b) below and otherwise in compliance with the policies of the Exchange, the Board shall determine the manner in which an Option shall vest and become exercisable. |
| (b) | Options 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. |
| 5.5 | Non-Assignability |
Options may not be assigned or transferred.
| 5.6 | Ceasing to be Eligible Person |
| (a) | If a Participant who is an Officer, Employee or Consultant is terminated for cause, each Option held by such Participant shall terminate and shall therefore cease to be exercisable upon such termination for cause. |
| (b) | If a Participant dies prior to otherwise ceasing to be an Eligible Person, each Option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is six months after the date of the Participant’s death, always provided that the Board may, in its discretion, extend the date of such termination and the resulting period in which such Option remains exercisable to a date not exceeding the earlier of the Expiry Date and the date which is twelve months after the date of the Participant’s death. |
| (c) | If a Participant ceases to be an Eligible Person other than in the circumstances set out in subsection (a) or (b) herein, each Option held by such Participant shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is 30 days after such event, always provided that the Board may, in its discretion, extend the date of such termination and the resulting period in which such Option remains exercisable to a date not exceeding the earlier of the Expiry Date and the date which is twelve months after such event, and further provided that the Board may, in its discretion, on a case-by-case basis and only with the approval of the Exchange, further extend the date of such termination and the resulting period in which such Option remains exercisable to a date exceeding the date which is after twelve months of such event. |
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| (d) | For greater certainty, if a Participant dies, each Option held by such Participant shall be exercisable by the legal representative of such Participant until such Option terminates and therefore ceases to be exercisable pursuant to the terms of Section 5.5(b) herein. |
| (e) | If any portion of an Option is not vested at the time a Participant ceases, for any reason whatsoever, to be an Eligible Person, such unvested portion of the Option may not be thereafter exercised by the Participant or its legal representative, as the case may be, always provided that the Board may, in its discretion further and subject to the approval of the Exchange where the vesting of the said Participant’s options was a requirement of the Exchange’s policies, thereafter permit the Participant or its legal representative, as the case may be, to exercise all or any part of such unvested portion of the Option that would have vested prior to the time such Option otherwise terminates and therefore ceases to be exercisable pursuant to the terms of this Section. For greater certainty, and without limitation, this provision will apply regardless of whether the Participant ceased to be an Eligible Person voluntarily or involuntarily, was dismissed with or without cause, and regardless of whether the Participant received compensation in respect of dismissal or was entitled to a notice of termination for a period which would otherwise have permitted a greater portion of an Option to vest. |
ARTICLE 6
EXERCISE PROCEDURE
| 6.1 | Exercise Procedure |
An Option may be exercised from time to time, and shall be deemed to be validly exercised by the Participant only upon the Participant’s delivery to the Corporation at its registered office of the following:
| (a) | a written notice of exercise, in the form hereto attached as Schedule “B”, addressed to the Corporate Secretary of the Corporation, specifying the number of Common Shares with respect to which the Option is being exercised and, in the case of a Cashless Exercise, a Notice of Cashless Exercise in the form attached hereto as Schedule ‘C”; |
| (b) | the originally signed Option Agreement with respect to the Option being exercised; |
| (c) | a certified cheque or bank draft made payable to the Corporation for the aggregate exercise price for the number of Common Shares with respect to which the Option is being exercised, if applicable; |
| (d) | documents containing such representations, warranties, agreements and undertakings, including as to the Participant’s future dealings in such Common Shares, as counsel to the Corporation reasonably determines to be necessary or advisable in order to comply with or safeguard against the violation of the laws of any jurisdiction; and |
| (e) | if the Participant is performing Investor Relations Activities for the Corporation, the Optionee must either: (i) deposit the Common Shares on exercise of an Option to a designated brokerage account as directed by the Board through which the Optionee conducts all trades in the Common Shares of the Corporation; or (ii) file insider trading reports with the Board when each trade is made with Common Shares in respect of exercised Options, |
and on the business day following, the Participant shall be deemed to be a holder of record of the Common Shares with respect to which the Option is being exercised, and thereafter the Corporation shall, within a reasonable amount of time, cause certificates for such Common Shares to be issued and delivered to the Participant.
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ARTICLE 7
AMENDMENT OF OPTIONS
| 7.1 | Consent to Amend |
The Board may amend any Option with the consent of the affected Participant and the Exchange, including any shareholder approval required by the Exchange. For greater certainty, if required by the Exchange, Disinterested Shareholder Approval shall be required for any reduction in the exercise price of an Option if the Participant is an Insider at the time of the proposed amendment.
| 7.2 | Amendment Subject to Approval |
If the amendment of an Option requires regulatory or shareholder approval, such amendment may be made prior to such approvals being given, but no such amended Options may be exercised unless and until such approvals are given.
ARTICLE 8
MISCELLANEOUS
| 8.1 | No Rights as Shareholder |
Nothing in this Plan or any Option shall confer upon a Participant any rights as a shareholder of the Corporation 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.
| 8.2 | No Right to Employment |
Nothing in this Plan or any Option shall confer upon a Participant any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate the Participant’s employment, with or without cause, at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment of any Participant beyond the time which the Participant would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.
| 8.3 | Governing Law |
This Plan, all Option Agreements, the grant and exercise of Options hereunder, and the sale, issuance and delivery of Common Shares hereunder upon exercise of Options shall be, as applicable, governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein. The Courts of the Province of Manitoba shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.
| 8.4 | Approval |
Approved by the Board of the Corporation on September 7, 2022.
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SCHEDULE “A”
FORM OF STOCK OPTION PLAN OPTION AGREEMENT
This Option Agreement is entered into between Snow Lake Resources Ltd. (the “Corporation”) and the Optionee named below pursuant to the 2022 Amended and Restated Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
| 1. | (the “Grant Date”); |
| 2. | (the “Optionee”); |
| 3. | was granted the option (the “Option”) to purchase common shares (the “Common Shares”) of the Corporation; |
| 4. | for the price (the “Option Price”) of $ per Common Share; |
| 5. | which shall be exercisable (“Vested”) in whole or in part in the following amounts on or after the following dates: |
| (a) | % on the Grant Date; and |
| (b) | % every months thereafter; |
| 6. | terminating on (the “Expiry Date”), |
all on the terms and subject to the conditions set out in the Plan. For greater certainty, once Common Shares have become Vested, the shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.
The undersigned Optionee represents and warrants that he/she is engaged to provide on, an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to an Affiliate of the Corporation.
By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understandings the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.
[REMAINDER INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the day of, 20 .
| SNOW LAKE RESOURCES LTD. | |||
| Per: | |||
| Name: | |||
| Title: | |||
| SIGNED, SEALED, AND DELIVERED | ) | OPTIONEE | |
| in the presence of | ) | ||
| ) | |||
| ) | |||
| ) | |||
| Witness | ) | Name: | |
| ) | |||
SCHEDULE “B”
NOTICE OF EXERCISE
To Exercise the Option, Complete and Return this Form
The undersigned Optionee (or his or her legal representative(s) permitted under the 2022 Amended and Restated Stock Option Plan of Snow Lake Resources Ltd. (the “Corporation”) (as the same may be supplemented and amended from time to time) (the “Plan”) hereby irrevocably elects to exercise the Option for the number of Common Shares as set forth below:
| (a) | Number of Options to be Exercised: |
| (b) | Option Exercise Price per Common Share: | $ |
| Aggregate Purchase Price [ (a) multiplied by (b) ]: | $ |
and hereby tenders a certified cheque or bank draft for such aggregate Exercise Price and directs such Common Shares to be issued and registered in the name of the undersigned and that a Common Share certificate therefor be issued as directed in the Plan, all subject to and in accordance with the Plan. Unless otherwise defined herein, any capitalized terms used herein shall have the meaning ascribed to such terms in the Plan.
DATED: , 20
| SIGNED, SEALED, AND DELIVERED | ) | OPTIONEE |
| in the presence of | ) | |
| ) | ||
| ) | ||
| ) | ||
| ) | ||
| Witness | Name: |
SCHEDULE “C”
NOTICE OF CASHLESS EXERCISE
The undersigned Optionee (or his or her legal representative(s) permitted under the 2022 Amended and Restated Stock Option Plan of Snow Lake Resources Ltd. (the “Corporation”) (as the same may be supplemented and amended from time to time) (the “Plan”) hereby irrevocably elects to effect a Cashless Exercise under the Plan.
Pursuant to the terms of Section 5.2 of the Plan, the number of Common Shares to be issued in accordance with the instructions of the Optionee shall be as is determined by application of the following formula, after deduction of any income tax and other amounts required by law to be withheld:
X = [Y(A-B)]/A
Where
X = the number of Common Shares to be issued to the Optionee upon such cashless exercise
Y = the number of Common Shares underlying the Options being exercised
A = the Fair Market Value as at the date of such Cashless Exercise Notice, if such Fair Market Value is greater than the exercise price
B = the exercise price
No fractional Common Shares will be issued upon the Optionee making a Cashless Exercise. If the number of Common Shares to be issued to the Optionee in the event of a Cashless Exercise would otherwise include a fraction of a Common Share, the Corporation will pay a cash amount to the Optionee equal to (i) the fraction of a Common Share otherwise issuable multiplied by (ii) the value attributable to “A” in the formula set out above.
| DATED: , 20 | ||
|
SIGNED, SEALED, AND DELIVERED in the presence of |
OPTIONEE | |
|
Witness |
Name |
Exhibit 10.29
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”) is made and entered into as of September 22nd, 2022;
Between:
LG Energy Solution, Ltd. (“LGES”)
And
Snow Lake Resources Ltd.,
d/b/a Snow Lake Lithium (“LITM”)
WHEREAS whereas LITM is in the process of establishing a lithium mine in Snow Lake, Manitoba. With access to 97%+ renewable power source through Manitoba Hydro, LITM intends to construct a fully electric mine, from a renewable source, to provide the cleanest lithium to power North America’s future.
AND WHEREAS LGES is a Korean battery manufacturer of lithium-ion batteries for a wide range of applications such as electric vehicles, smart devices, wireless home appliances, and energy storage systems. As the market for electric vehicles continues to grow, LGES is constantly expanding its production capacity and searching for trusted partners to provide the necessary resources.
AND WHEREAS the parties intend to explore the opportunity to establish a business relationship as set out herein to provide clean lithium-ion battery power to the North American market.
| 1. | Purpose and Scope: |
The purpose of this MOU is to identify the intended areas of potential business collaboration between LITM and LGES to enhance strategic cooperation in the following areas:
| (a) | The LITM’s spodumene concentrates project in Manitoba Canada (“LITM’s Project”); |
| (b) | Collaboration on a lithium hydroxide plant to be constructed and operated in the Province of Manitoba; and |
| (c) | Supply of spodumene concentrate form LITM’s Project or lithium hydroxide produced from integrated processing the plant in Manitoba. |
| www.SnowLakeLithium.com | ||
| Legal Address | Mailing Address | |
242 Hargrave St #1700, Canada |
Snow Lake Resources ltd 4K8 |
| 2. | Expected Advantages of Partnering: |
With the North American demand for lithium increasing and the need for manufacturer’s electric automobiles to secure a reliable source of lithium batteries becoming ever more apparent, LITM has entered into the feasibility studies stage of the extraction project and is moving quickly towards production to meet this demand and the further demand created by the green energy era.
LITM has access to a substantial deposit of the resource to produce lithium. At the time of LITM’s IPO in November 2021, LITM announced a resource of 11.1Mt indicated and inferred resource at 1% Li2O which could produce 160,000t / yr of 6% concentrate. This is sufficient to supply 20,000t of Li2CO3 or LiOH. which has the potential to provide batteries for the production of 2.5m cars annually in North America. LITM has been drilling and expanding its resource and expects to announce a much larger resource by January 2023.
LITM’s resource is ideally located with access to existing railway infrastructure to easily transport its product to end users. In addition, LITM’s lithium mine and associated hydroxide plant will have access to clean hydro-electric power which is critical to supply the green energy market.
LITM will reserve production capacity for LGES in the amount of 160,000t / yr of 6% concentrates or 20,000t of Li2CO3 or LiOH starting in 2025 for 10 years on the condition that LGES fulfill an obligation as an partner. By combining resources and expertise, LGES/LITM will be able to quickly and efficiently bring “green” lithium-ion batteries to market.
| 3. | Understandings: |
LITM and LGES will work together in good faith to explore opportunities for all stakeholders involved (LGES, LITM, shareholders, local community, regional suppliers, etc.) to create a world class mine and hydroxide plant within the given environmental, social, economical responsibilities of all parties.
| 4. | Duration: |
This MOU will be effective for three (3) years from the effective start date unless otherwise extended by written agreement between the parties. Either party may terminate the MOU earlier for any reason at any time upon delivery to the other party of at least 30 days prior written notice of termination.
| www.SnowLakeLithium.com | ||
| Legal Address | Mailing Address | |
242 Hargrave St #1700, Canada |
Snow Lake Resources ltd 4K8 |
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| 5. | Non-Binding Effect: |
Except for Sections 6 and 7, which shall be binding, this MOU does not create any legally binding obligations, and simply constitutes an expression of good faith intent to mutually cooperate on matters of common interest.
| 6. | Confidentiality: |
Neither party will disclose either the fact that discussions are taking place concerning a possible transaction between the parties, or any details of such discussions without first obtaining the prior written consent of the other party. This requirement is in addition to the parties’ obligations under the Non-Disclosure Agreement, dated May 10th, 2022.
| 7. | Governing Law: |
The binding provisions of this MOU are governed by the laws of Singapore. All disputes arising out of or in connection with this MOU shall be finally settled by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The arbitration award shall be final and binding, and a judgment consistent therewith may be entered by any court of competent jurisdiction. The arbitrator shall not have the power to render an award of punitive damages.
| 8. | Effective Date and Signature: |
This MOU shall be effective upon the signature of representatives of both parties.
| www.SnowLakeLithium.com | ||
| Legal Address | Mailing Address | |
242 Hargrave St #1700, Canada |
Snow Lake Resources ltd 4K8 |
3
Signatures:
LG Energy Solution, Ltd.
| By: | /s/ Dong Soo Kim | Date: | September 22, 2022 | |
| Name: | Dong Soo Kim | |||
| Title: | Senior Vice President, Procurement Center Leader |
Snow Lake Resources Ltd.,
d/b/a Snow Lake Lithium
| By: | /s/ Philip Gross | Date: | September 22, 2022 | |
| Name: | Philip Gross | |||
| Title: | CEO |
| www.SnowLakeLithium.com | ||
| Legal Address | Mailing Address | |
242 Hargrave St #1700, Canada |
Snow Lake Resources ltd 4K8 |
4
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 of Snow Lake Resources Ltd. of our report dated October 15, 2021 relating to the financial statements of Snow Lake Resources Ltd. for the year ended June 30, 2021 and 2020 and to all references to our firm included in this Registration Statement.
September 23, 2022
/s/ De Visser Gray LLP
De Visser Gray LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Exhibit 23.3
CONSENT OF QUALIFIED PERSON
To: |
U.S. Securities and Exchange Commission |
| Re: | Registration Statement on Form F-1 of Snow Lake Resources Ltd. (the “Company”) |
I, Frank Hrdy of Canmine Consultants, in connection with the Company’s Registration Statement on Form F- 1 (and any amendments or supplements and/or exhibits thereto, the “Registration Statement”), consent to:
| · | the public filing by the Company and use of the technical report titled “Technical Report Summary and Resource Estimate, Thompson Brothers Lithium Project, Snow Lake Area, Herb lake Mining Division, Manitoba, Canada” (the “Technical Report”), with an effective date of June 9, 2021 and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Registration Statement; |
| · | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Registration Statement and any such Technical Report; and |
| · | any extracts from or a summary of the Technical Report in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Registration Statement. |
I am responsible for authoring, and this consent pertains to, portions of Sections 1 through 4 and 7 through 25 of the Technical Report. I certify that I have read the Registration Statement and that both fairly and accurately represent the information in the sections of the Technical Report for which I am responsible.
Dated: September 23, 2022
| By: | /s/ Frank Hrdy | |
| Name: | Frank Hrdy | |
| Title: | Geologist |
Exhibit 23.4
CONSENT OF QUALIFIED PERSON
| To: | U.S. Securities and Exchange Commission |
| Re: | Registration Statement on Form F-1 of Snow Lake Resources Ltd. (the “Company”) |
I, Carey Galeschuk of Nuterra Geoscience, in connection with the Company’s Registration Statement on Form F-1 (and any amendments or supplements and/or exhibits thereto, the “Registration Statement”), consent to:
| . | the public filing by the Company and use of the technical report titled “Technical Report Summary and Resource Estimate, Thompson Brothers Lithium Project, Snow Lake Area, Herb lake Mining Division, Manitoba, Canada” (the “Technical Report”), with an effective date of June 9, 2021 and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Registration Statement; |
| . | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Registration Statement and any such Technical Report; and |
| . | any extracts from or a summary of the Technical Report in the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Registration Statement. |
Nuterra Geoscience, an independent geological consultant, served as a qualified person as defined in S-K 1300 for Sections 5 and 6 and reviewed Sections 1 through 4 and 7 through 25 of the Technical Report. I am responsible for authoring, and this consent pertains to, the related sections as discussed above of the Technical Report. I certify that I have read the Registration Statement and that both fairly and accurately represent the information in the sections of the Technical Report for which I am responsible.
Dated: September 23, 2022
| By: | /s/ Carey Galeschuk | |
| Name: | Carey Galeschuk, PGeo | |
| Title: | Consulting Geologist |