Frontier Nuclear & Minerals Inc F-3, filed Nov 14, 2025
Frontier Nuclear & Minerals Inc. (FNUC)
As filed with the U.S. Securities and Exchange Commission on November 14, 2025
Registration Statement No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
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 | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
360
Main Street, 30th Floor
Winnipeg, Manitoba
Canada R3C 4G1
(204) 815-5806
(Address and telephone number of Registrant’s principal executive offices)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address, and telephone number of agent for service)
Copies to:
Daniel Nauth
Nauth LPC
217 Queen Street West, Suite 401
Toronto, Ontario
Canada M5V 0R2
(416) 477-6031
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, please 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 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 of 1933, as amended, or until this registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission is effective. This 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.
SUBJECT TO COMPLETION, DATED NOVEMBER 14, 2025
Snow Lake Resources Ltd.
US$1,000,000,000
Common
Shares
Preferred Shares
Debt Securities
Warrants
Units
Subscription Receipts
We may offer and issue from time to time any of (i) our common shares (the “Common Shares”), (ii) our preferred shares (the “Preferred Shares” and together with the Common Shares, the “Equity Securities”), (iii) bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description (collectively, “Debt Securities”), (iv) warrants to purchase Equity Securities and warrants to purchase Debt Securities (collectively, the “Warrants”), (v) units comprised of one or more of the other securities described herein (“Units”), and (vi) subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, Equity Securities, Debt Securities, Warrants, or Units (“Subscription Receipts”, and together with the Equity Securities, Debt Securities, Warrants and Units, the “Securities”) of up to US$1,000,000,000 aggregate initial offering price of Securities (or the equivalent thereof in one or more foreign currencies or composite currencies, including United States dollars) during the 36-month period that this registration statement, including any amendments thereto, remains effective. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time as set forth in a prospectus supplement.
The specific terms of the Securities with respect to a particular offering will be set out in the applicable prospectus supplement and may include, where applicable, (i) in the case of Common Shares, the number of Common Shares offered and the offering price, (ii) in the case of Preferred Shares, the designation of the particular class and series, the number of Preferred Shares offered, the offering price, dividend rate, if any, and any other specific terms of the Preferred Shares being offered, (iii) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, the offering price, covenants, events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt is senior or subordinated and any other specific terms of the Debt Securities being offered, (iv) in the case of Warrants, the designation, number and terms of the Equity Securities or Debt Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms of the Warrants being offered, (v) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units and any other specific terms of the Units being offered, and (vi) in the case of Subscription Receipts, the number of Subscription Receipts, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts, the amount and type of securities that holders thereof will receive upon exchange thereof and any other specific terms of the Subscription Receipts being offered. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the prospectus supplement describing such Securities. See the section titled “Plan of Distribution”.
All shelf information permitted under applicable securities laws to be omitted from this prospectus will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Applicable securities legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these Securities, except in cases where an exemption from such delivery requirement is available. Each prospectus supplement will be deemed to be incorporated by reference into this prospectus as of the date of the prospectus supplement and only for the purposes of the distribution of the Securities to which the prospectus supplement pertains.
This prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A prospectus supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the offering and sale of the Securities and will set forth the terms of the offering of the Securities, the method of distribution of the Securities including, to the extent applicable, the proceeds we will receive and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.
Our Common Shares are listed on the Nasdaq Capital Market under the symbol “LITM.” The last reported sale price of our Common Shares on the Nasdaq Capital Market on November 13, 2025 was US$3.30 per share. Unless otherwise specified in an applicable prospectus supplement, the Preferred Shares, Debt Securities, Subscription Receipts, Units and Warrants will not be listed on any securities exchange or on any automated dealer quotation system. There is currently no market through which these Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this prospectus and any applicable prospectus supplement. This may affect the pricing of any Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities and the extent of issuer regulation. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the Securities covered by the prospectus supplement on any securities exchange or on any automated dealer quotation system.
Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk Factors” in this prospectus beginning on page 4 and any applicable prospectus supplement, and under similar headings in the documents incorporated by reference into this prospectus and any applicable prospectus supplement.
Neither the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory body 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.
The date of this prospectus is November 14, 2025.
TABLE OF CONTENTS
Page
This prospectus is part of a registration statement on Form F-3 that we filed with the United States Securities and Exchange Commission (“SEC”). You should read this prospectus, including the documents incorporated by reference, and the related registration statement carefully. This prospectus and registration statement contain important information you should consider when making your investment decision.
You should rely only on the information that we have provided in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, including the documents incorporated by reference, and any applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, including the documents incorporated by reference, and any applicable prospectus supplement is accurate only as of the date on the front of the applicable document, regardless of the time of delivery of this prospectus, any applicable prospectus supplement, or any sale of a Security.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under the section entitled “Where You Can Find More Information.”
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
In this prospectus, unless the context otherwise requires, “we,” “us,” “our,” “our company,” “Snow Lake” and similar references refer to Snow Lake Resources Ltd. (d/b/a Snow Lake Energy) and, where appropriate, its consolidated subsidiaries.
Enforceability of Civil Liabilities
We were incorporated under the laws of the Province of Manitoba, Canada. The majority of our directors and officers, as well as certain of the 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 42nd Street, 18th Floor, New York, New York 10168.
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Market, Industry and Other Data
We obtained the industry, market and competitive position data included or incorporated by reference in this prospectus from our internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties. We have not independently verified the accuracy or completeness of the data contained in the third-party research and other publicly available information. Further, while we believe that our internal research is reliable, such research has not been verified by any third party. While we believe the industry, market and competitive position data included or incorporated by reference in this prospectus are reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and similar headlines in the documents incorporated by reference herein. These and other factors could cause results to differ materially from those expressed in the estimates made by the third parties or by us.
Trademarks, Trade Names and Service Marks
This prospectus and the documents incorporated by reference in this prospectus contain references to trademarks, trade names and service marks. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus and the documents incorporated by reference in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to such trademarks, trade names and service marks. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entities.
Financial Information and Currency Presentation
General
Numerical figures included in, or incorporated by reference into, 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.
Reporting Standard
We report under International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). The financial statements incorporated by reference into this prospectus have been prepared in accordance with IFRS, as issued by the IASB, and thus may not be comparable to financial statements of U.S. companies.
Currency Presentation, Fiscal Year and Exchange Rate Information
Our reporting currency and functional currency is the Canadian dollar. Our financial statements are denominated in Canadian dollars and presented in Canadian dollars.
References in this prospectus to “C$” are to Canadian dollars and all references to “US$” are to United States dollars.
Our fiscal year (which we also refer to as our financial year) ends on June 30 of each year.
This prospectus and the documents incorporated by reference into this prospectus contain translations of certain Canadian dollar amounts into U.S. dollars (or vice versa) at specified rates. In translating such amounts at such rates, we make no representation that the Canadian dollar or U.S. dollar amounts referred to in this prospectus or the documents incorporated by reference herein could have been or could be converted into U.S. dollars or Canadian dollars, as the case may be, at any particular rate.
Reverse Stock Split
On May 2, 2025, we effected a one-for-thirteen (1-for-13) reverse stock split of our Common Shares (the “Reverse Stock Split”), pursuant to which our shareholders received one issued and outstanding post-Reverse Stock Split Common Share in exchange for 13 outstanding pre-Reverse Stock Split Common Shares. Unless otherwise noted, all share and per share information in this prospectus have been retroactively adjusted to reflect the Reverse Stock Split.
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This summary highlights selected information contained in or incorporated by reference in this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included elsewhere in this prospectus and the documents incorporated by reference in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including our consolidated financial statements and related notes, and other information incorporated by reference from our other filings with the SEC.
OUR COMPANY
Overview
We are a Canadian nuclear fuel cycle and critical minerals company with a portfolio of U.S.-focused uranium projects, together with interests in next-generation uranium enrichment and small modular reactors. Currently, our main uranium project is the Pine Ridge Uranium Project, a 50/50 joint venture exploration stage project located in the Powder River Basin in Wyoming, United States. We also hold a portfolio of additional exploration stage critical minerals projects located in Manitoba, Canada and Namibia, as well as investments in a number of companies with critical minerals assets, including rare earths and lithium, in North America.
Corporate Information
We were incorporated in the Province of Manitoba, Canada, under the Corporations Act (Manitoba) (the “MCA”) on May 25, 2018. The mailing address for our principal executive office is 360 Main Street, 30th Floor, Winnipeg, Manitoba, Canada R3C 4G1, and our telephone number is (204) 815-5806. Our email address is info@snowlakelithium.com.
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168.
Our website address is www.snowlakeenergy.com. The information contained in or accessible from our website is not a part of this prospectus, nor is such information incorporated by reference herein, and should not be relied upon in determining whether to make an investment in our securities. We have included our website address in this prospectus solely as an inactive textual reference.
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Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement, and described under the section titled “Risk Factors” contained in our most recent annual report, as well as any subsequent filings with the SEC which are incorporated by reference into this prospectus, together with other information in this prospectus and the documents incorporated by reference. The risks described in these documents are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially adversely affected. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also carefully read the section titled “Cautionary Note Regarding Forward-Looking Statements.”
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain 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, sections of this prospectus and the documents incorporated by reference in this prospectus, as applicable, entitled “Prospectus Summary,” “Risk Factors,” “Information On the Company” and “Operating and Financial Review and Prospects.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our plans, goals and strategies; |
| ● | expectations regarding revenue, expenses and operations; |
| ● | expectations regarding demand for, and prices of, minerals; |
| ● | our having sufficient working capital and being able to secure additional funding necessary for the continued exploration and development of our property interests; |
| ● | expectations regarding the potential mineralization, geological merit and economic feasibility of our projects; |
| ● | expectations regarding exploration results at any of our projects; |
| ● | mineral exploration and development program cost estimates; |
| ● | expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations; |
| ● | expectations regarding the benefits of acquisitions and other investments; |
| ● | receipt and timing of exploration and development permits and other third-party approvals; |
| ● | government regulation of mineral exploration and development operations; |
| ● | expectations regarding any social or local community issues that may 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 “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate, “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” in the documents incorporated by reference 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.
The forward-looking statements made in or incorporated by reference in this prospectus relate only to events or information as of the date on which the statements are made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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CAPITALIZATION AND INDEBTEDNESS
The table below presents our capitalization and indebtedness as of June 30, 2025, the date of the most recent balance sheet incorporated by reference in this prospectus. You should read this table in conjunction with our consolidated financial statements incorporated by reference in this prospectus, and other financial information contained elsewhere in this prospectus and the documents incorporated by reference in this prospectus.
| C$(1) | US$(1) | |||||||
| Debt: | ||||||||
| Accounts payable and accrued liabilities | 1,646,662 | 1,207,003 | ||||||
| Due to related parties | 127,925 | 93,769 | ||||||
| Derivative liabilities | 111,913 | 82,032 | ||||||
| Deferred liabilities | 10,232,250 | 7,500,239 | ||||||
| Total debt | 12,118,750 | 8,883,044 | ||||||
| Equity: | ||||||||
| Share capital | 106,536,406 | 78,091,186 | ||||||
| Share-based payments reserve | 2,004,216 | 1,469,090 | ||||||
| Accumulated deficit | (42,534,026 | ) | (31,177,441 | ) | ||||
| Total equity | 66,006,596 | 48,382,835 | ||||||
| Total capitalization (debt and equity) | 78,125,346 | 57,265,879 | ||||||
| (1) | Our reporting currency is the Canadian dollar, and our financial statements are denominated in Canadian dollars and presented in Canadian dollars. Canadian dollar amounts in the table have been converted to their United States dollar equivalents at an exchange rate of C$1.00=US$0.7330, which was the daily average exchange rate on June 30, 2025 for United States dollars in terms of Canadian dollars as reported by the Bank of Canada. |
Except as described in any applicable prospectus supplement, we intend to use the net proceeds from the sale of Securities for working capital and other general corporate purposes. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, our management will retain broad discretion over the allocation of net proceeds. We will set forth in the applicable prospectus supplement our intended use for the net proceeds received from the sale of any Securities.
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We may sell the Securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers or through any other method permitted pursuant to applicable law and described in a prospectus supplement. The Securities may be distributed from time to time in one or more transactions:
| ● | at a fixed price or prices, which may be changed; |
| ● | at market prices prevailing at the time of sale; |
| ● | at prices related to such prevailing market prices; or |
| ● | at negotiated prices. |
Each time that we sell Securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such Securities, including the offering price of the Securities and the proceeds to us, if applicable.
Offers to purchase the Securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the Securities from time to time. Any agent involved in the offer or sale of our Securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the Securities being offered by this prospectus, the Securities will be sold to the dealer, as principal. The dealer may then resell the Securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the Securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the Securities to the public. In connection with the sale of the Securities, we or the purchasers of Securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the Securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a commercially reasonable efforts basis and a dealer will purchase Securities as a principal, and may then resell the Securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or agents in connection with the offering of the Securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the Securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any discounts and commissions received by them and any profit realized by them on resale of the Securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
Our Common Shares are listed on the Nasdaq Capital Market, but any other Securities may or may not be listed on a national securities exchange. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the Securities covered by the prospectus supplement on any securities exchange or on any automated dealer quotation system.
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To facilitate the offering of Securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the Securities. This may include over-allotments or short sales of the Securities, which involve the sale by persons participating in the offering of more Securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the Securities by bidding for or purchasing Securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if Securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the Securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of shares, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of shares. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.
Our authorized share capital consists of an unlimited number of Common Shares, no par value per share, and an unlimited number of Preferred Shares, issuable in series, no par value per share. As of the date of this prospectus, we had 18,026,269 Common Shares issued and outstanding held by 138 holders as shown on our shareholder list dated as of November 12, 2025, and no Preferred Shares outstanding.
Holders of our Common Shares are entitled to one vote for each share held at any meeting of our shareholders. Subject to the prior rights of the holders of our Preferred Shares, the holders of our Common Shares are entitled to receive dividends as and when declared by our board of directors. Subject to the prior payment to the holders of our Preferred Shares, in the event of our liquidation, dissolution or winding-up or other distribution of our assets among our shareholders, the holders of our Common Shares are entitled to share pro rata in the distribution of the balance of our assets. Holders of Common Shares have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our Common Shares. There are no provision in our 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.
DESCRIPTION OF PREFERRED SHARES
We are authorized to issue 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 our articles, which rights and privileges, including dividend and voting rights, may be superior to those of our Common Shares.
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The particular terms and provisions of the Preferred Shares as may be offered pursuant to this prospectus will be set forth in the applicable prospectus supplement pertaining to such offering of Preferred Shares, and the extent to which the general terms and provisions described below may apply to such Preferred Shares will be described in the applicable prospectus supplement. Preferred Shares may be offered separately or together with other Securities, as the case may be.
The prospectus supplement relating to the Preferred Shares offered will contain a description of the specific terms of that class or series of Preferred Shares as fixed by our board of directors, including, as applicable:
| ● | the number of Preferred Shares offered and the offering price of the Preferred Shares; |
| ● | the designation and any stated value of the Preferred Shares; |
| ● | the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation of such rates, periods or dates applicable to the Preferred Shares; |
| ● | the date from which dividends on the Preferred Shares will accumulate, if applicable; |
| ● | the liquidation rights of the Preferred Shares; |
| ● | the procedures for auction and remarketing, if any, of the Preferred Shares; |
| ● | the sinking fund provisions, if applicable, for the Preferred Shares; |
| ● | the redemption provisions, if applicable, for the Preferred Shares; |
| ● | whether the Preferred Shares will be convertible into or exchangeable for other securities and, if so, the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio and the conversion or exchange period (or the method of determining the same); |
| ● | whether the Preferred Shares will have voting rights and the terms of any voting rights; |
| ● | whether the Preferred Shares will be listed on any securities exchange or on any automated dealer quotation system; |
| ● | whether the Preferred Shares will be issued with any other securities and, if so, the amount and terms of such securities; and |
| ● | any other specific terms, preferences or rights of, or limitations or restrictions on, the Preferred Shares. |
The applicable prospectus supplement will also contain a discussion of any material Canadian federal income tax and U.S. federal income tax considerations relevant to the purchase and ownership of the Preferred Shares offered by the prospectus supplement.
General
This section describes the general terms that will apply to any Warrants for the purchase of Equity Securities (“Equity Warrants”) or for the purchase of Debt Securities (“Debt Warrants”).
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Warrants may be issued independently or together with other securities, and Warrants sold with other securities may be attached to or separate from the other securities. Warrants may be issued under one or more warrant agency agreements to be entered into by us and with one or more financial institutions or trust companies acting as warrant agent. The applicable prospectus supplement relating to any Warrants that we offer will describe the particular terms of those Warrants and include specific terms relating to the offering.
The statements made in this prospectus relating to any warrant agreement and Warrants to be issued under this prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. Prospective investors should refer to the warrant indenture or warrant agency agreement relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture or warrant agency agreement or form of warrant certificate relating to an offering or Warrants will be filed by us with the SEC, and will be available electronically at www.sec.gov/edgar.
Equity Warrants
The particular terms of each issue of equity Warrants will be described in the applicable prospectus supplement. This description will include, where applicable:
| ● | the designation and aggregate number of Equity Warrants; |
| ● | the price at which the Equity Warrants will be offered; |
| ● | the currency or currencies in which the Equity Warrants will be offered; |
| ● | the date on which the right to exercise the Equity Warrants will commence and the date on which the right will expire; |
| ● | the number of Equity Securities that may be purchased upon exercise of each Equity Warrant and the price at which and currency or currencies in which the Equity Securities may be purchased upon exercise of each Equity Warrant; |
| ● | the terms of any provisions allowing or providing for adjustments in (i) the number and/or class of Equity Securities that may be purchased, (ii) the exercise price per Common Share or (iii) the expiry of the Equity Warrants; |
| ● | whether we will issue fractional shares; |
| ● | whether hawse have applied to list the Equity Warrants or the underlying shares on a securities exchange or automated interdealer quotation system; |
| ● | the designation and terms of any securities with which the Equity Warrants will be offered, if any, and the number of the Equity Warrants that will be offered with each security; |
| ● | the date or dates, if any, on or after which the Equity Warrants and the related securities will be transferable separately; |
| ● | whether the Equity Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions; |
| ● | material Canadian and U.S. federal income tax consequences of owning the Equity Warrants; and |
| ● | any other material terms or conditions of the Equity Warrants. |
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Debt Warrants
The particular terms of each issue of Debt Warrants will be described in the related prospectus supplement. This description will include, where applicable:
| ● | the designation and aggregate number of Debt Warrants; |
| ● | the price at which the Debt Warrants will be offered; |
| ● | the currency or currencies in which the Debt Warrants will be offered; |
| ● | the designation and terms of any securities with which the Debt Warrants are being offered, if any, and the number of the Debt Warrants that will be offered with each security; |
| ● | the date or dates, if any, on or after which the Debt Warrants and the related securities will be transferable separately; |
| ● | the principal amount of Debt Securities that may be purchased upon exercise of each Debt Warrant and the price at which and currency or currencies in which that principal amount of Debt Securities may be purchased upon exercise of each Debt Warrant; |
| ● | the date on which the right to exercise the Debt Warrants will commence and the date on which the right will expire; |
| ● | the minimum or maximum amount of Debt Warrants that may be exercised at any one time; |
| ● | whether the Debt Warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions; |
| ● | material Canadian and U.S. federal income tax consequences of owning the Debt Warrants; and |
| ● | any other material terms or conditions of the Debt Warrants. |
Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities subject to the Warrants.
We may issue Units, separately or together, with other Securities. The applicable prospectus supplement will include details of the Units being offered thereunder.
Each Unit will be issued so that the holder of the Unit is also the holder of each Security comprising the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security. The following describes the general terms that will apply to any Units that may be offered by us pursuant to this prospectus. The terms and provisions of any Units offered under a prospectus supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.
The particular terms and provisions of the Units offered under any prospectus supplement, and the extent to which the general terms of the Units described in this prospectus apply to those Units, will be set out in the applicable prospectus supplement. This description will include, where applicable: (i) the number of Units offered; (ii) the price or prices, if any, at which the Units will be offered; (iii) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); (iv) the currency in which the Units will be offered; (v) the Securities comprising the Units; (vi) whether the Units will be issued with any other securities and, if so, the amount and terms of such securities; (vii) any minimum or maximum subscription amount; (viii) whether the Units and the Securities comprising the Units are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; (ix) whether we will apply to list the Units on a securities exchange or automated interdealer quotation system; (x) any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and (xi) any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.
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DESCRIPTION OF SUBSCRIPTION RECEIPTS
We may issue Subscription Receipts separately or in combination with one or more other Securities. The Subscription Receipts will entitle holders thereof to receive, upon satisfaction of certain release conditions and for no additional consideration, Equity Securities, Debt Securities, Warrants, Units or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a “Subscription Receipt Agreement”), each to be entered into between us and an escrow agent (the “Escrow Agent”) that will be named in the relevant prospectus supplement. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent.
The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. The statements made in this prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective investors should refer to the Subscription Receipt Agreement relating to the specific Subscription Receipts being offered for the complete terms of the Subscription Receipts. We will file a copy of any Subscription Receipt Agreement relating to an offering of Subscription Receipts with the SEC and such Subscription Receipt Agreement will be available electronically at www.sec.gov/edgar.
General
The prospectus supplement and the Subscription Receipt Agreement for any Subscription Receipts that we may offer will describe the specific terms of the Subscription Receipts offered. This description may include, but may not be limited to, any of the following, if applicable:
| ● | the designation and aggregate number of Subscription Receipts being offered; |
| ● | the price at which the Subscription Receipts will be offered; |
| ● | the designation, number and terms of the Equity Securities, Debt Securities, Warrants, Units or any combination thereof to be received by the holders of Subscription Receipts upon satisfaction of the release conditions, and any procedures that will result in the adjustment of those numbers; |
| ● | the conditions (the “Release Conditions”) that must be met in order for holders of Subscription Receipts to receive, for no additional consideration, the Equity Securities, Debt Securities, Warrants, Units or any combination thereof; |
| ● | the procedures for the issuance and delivery of the Equity Securities, Debt Securities, Warrants, Units or any combination thereof to holders of Subscription Receipts upon satisfaction of the Release Conditions; |
| ● | whether any payments will be made to holders of Subscription Receipts upon delivery of the Equity Securities, Debt Securities, Warrants, Units or any combination thereof upon satisfaction of the Release Conditions; |
| ● | the identity of the Escrow Agent; |
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| ● | the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of Subscription Receipts, together with interest and income earned thereon (collectively, the “Escrowed Funds”), pending satisfaction of the Release Conditions; |
| ● | the terms and conditions pursuant to which the Escrow Agent will hold Equity Securities, Debt Securities, Warrants, Units or any combination thereof pending satisfaction of the Release Conditions; |
| ● | the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to us upon satisfaction of the Release Conditions; |
| ● | if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts; |
| ● | procedures for the refund by the Escrow Agent to holders of Subscription Receipts of all or a portion of the subscription price of their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied; |
| ● | any contractual right of rescission to be granted to initial purchasers of Subscription Receipts in the event that this prospectus, the prospectus supplement under which Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation; |
| ● | any entitlement of us to purchase the Subscription Receipts in the open market by private agreement or otherwise; |
| ● | whether we will issue the Subscription Receipts as global securities and, if so, the identity of the depository for the global securities; |
| ● | whether we will issue the Subscription Receipts as bearer securities, as registered securities or both; |
| ● | provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the Subscription Receipts, including upon any subdivision, consolidation, reclassification or other material change of the Equity Securities, Debt Securities, Warrants or other of our securities, any other reorganization, amalgamation, merger or sale of all or substantially all of our assets or any distribution of property or rights to all or substantially all of the holders of Common Shares; |
| ● | whether we will apply to list the Subscription Receipts on a securities exchange or automated interdealer quotation system; |
| ● | material Canadian and U.S. federal income tax consequences of owning the Subscription Receipts; and |
| ● | any other material terms or conditions of the Subscription Receipts. |
Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions
The holders of Subscription Receipts will not be, and will not have the rights of, our shareholders. Holders of Subscription Receipts are entitled only to receive Equity Securities, Debt Securities, Warrants, Units or any combination thereof on exchange of their Subscription Receipts, plus any cash payments, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of Subscription Receipts shall be entitled to a refund of all or a portion of the subscription price thereof and all or a portion of the pro rata share of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.
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Escrow
The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to us (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts, plus their pro rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares or Warrants may be held in escrow by the Escrow Agent and will be released to the holders of Subscription Receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.
Modifications
The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription Receipts at a meeting of such holders or consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.
The Subscription Receipt Agreement will also specify that we may amend any Subscription Receipt Agreement and the Subscription Receipts, without the consent of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of the holders of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities may be issued in one or more series under an indenture (the “Indenture”) to be entered into between us and one or more trustees that may be named in a prospectus supplement for a series of Debt Securities. To the extent applicable, the Indenture will be subject to and governed by the United States Trust Indenture Act of 1939, as amended. A copy of the form of the Indenture to be entered into has been or will be filed with the SEC as an exhibit to the registration statement of which this prospectus forms a part. We may issue Debt Securities, separately or together, with Common Shares, Warrants, Units or Subscription Receipts or any combination thereof, as the case may be.
The description of certain provisions of the Indenture in this section do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the Indenture. The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of a series of Debt Securities offered pursuant to this prospectus will be set forth in the applicable prospectus supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities will be described in the applicable prospectus supplement. This description may include, but may not be limited to, any of the following, if applicable:
| ● | the title of the Debt Securities; |
| ● | any limit on the aggregate principal amount of the Debt Securities; |
| ● | the date or dates, if any, on which the Debt Securities will mature and the portion (if less than all of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity; |
| ● | the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Debt Securities; |
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| ● | the terms and conditions under which we may be obligated to redeem, repay or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or otherwise; |
| ● | the terms and conditions upon which we may redeem the Debt Securities, in whole or in part, at our option; |
| ● | the covenants applicable to the Debt Securities; |
| ● | the terms and conditions for any conversion or exchange of the Debt Securities for any other securities; |
| ● | the extent and manner, if any, to which payment on or in respect of the Debt Securities of the series will be senior or will be subordinated to the prior payment of other of our liabilities and obligations; |
| ● | whether the Debt Securities will be secured or unsecured; |
| ● | whether the Debt Securities will be issuable in the form of global securities (“Global Securities”), and, if so, the identity of the depositary for such Global Securities; |
| ● | the denominations in which Debt Securities will be issuable, if other than denominations of US$1,000 or integral multiples of US$1,000; |
| ● | each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange; |
| ● | if other than United States dollars, the currency in which the Debt Securities are denominated or the currency in which we will make payments on the Debt Securities; |
| ● | material Canadian and U.S. federal income tax consequences of owning the Debt Securities; |
| ● | any index, formula or other method used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities; and |
| ● | any other terms, conditions, rights or preferences of the Debt Securities which apply solely to the Debt Securities. |
If we denominate the purchase price of any of the Debt Securities in a currency or currencies other than United States dollars or a non-United States dollar unit or units, or if the principal of and any premium and interest on any Debt Securities is payable in a currency or currencies other than United States dollars or a non-United States dollar unit or units, we will provide investors with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of Debt Securities and such non-United States dollar currency or currencies or non-United States dollar unit or units in the applicable prospectus supplement.
Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.
The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other of our securities will be described in the applicable prospectus supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.
To the extent any Debt Securities are convertible into Common Shares or other of our securities, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.
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We may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of debt securities pursuant to this prospectus.
Our Common Shares are listed on the Nasdaq Capital Market under the symbol “LITM.” Unless otherwise specified in an applicable prospectus supplement, the Preferred Shares, Debt Securities, Subscription Receipts, Units and Warrants will not be listed on any securities exchange or on any automated dealer quotation system.
The transfer agent and registrar for our Common Shares is Endeavor Trust Corporation. The address for Endeavor Trust Corporation is Suite 702, 777 Hornby Street, Vancouver, BC V6Z 1S4 Canada, and its telephone number is (604) 559-8880.
The following is a statement of the fees and expenses, other than the underwriting discounts and commissions, payable by us in connection with the issuance and distribution of the Securities being registered. All the amounts shown, except the SEC registration fee and FINRA filing fee, are estimates.
| SEC registration fees | US$138,100 | |||
| FINRA filing fee | US$150,500 | |||
| Printing expenses | * | |||
| Legal fees and expenses | * | |||
| Accounting fees and expenses | * | |||
| Transfer agent fees and expenses | * | |||
| Trustee fees and expenses | * | |||
| Miscellaneous | * | |||
| Total | * |
* These fees cannot be estimated at this time as they are calculated based on the type of Securities offered and the number of issuances. An estimate of the aggregate expenses in connection with the sale and distribution of Securities will be included in the applicable prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to 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.
The applicable prospectus supplement may describe certain Canadian and U.S. federal income tax consequences which may be applicable to purchasers of Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities offered hereby.
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Copies of the documents referred to in this prospectus, or in the registration statement, may be inspected at our office at 360 Main Street, 30th Floor, Winnipeg, Manitoba, Canada R3C 4G1 during normal business hours.
Unless otherwise specified in the prospectus supplement relating to a specific offering of Securities, certain legal matters relating to the offering of the Securities will be passed upon on our behalf by MLT Aikins LLP, Manitoba, Canada with respect to matters of Canadian law and by Nauth LPC with respect to matters of United States law.
Our consolidated financial statements as of June 30, 2025 and 2024, and for the years then ended appearing in our Annual Report on Form 20-F, as amended, and incorporated by reference herein, have been audited by DeVisser Gray LLP, an independent registered public accounting firm, as stated in their report appearing therein. Such financial statements are incorporated herein 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.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the Securities described in this prospectus. This prospectus, which constitutes a part of that registration statement, does not contain all of the information set forth in that registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the Securities offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We are required to file periodic reports and other information with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC also maintains an Internet website that contains reports and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.
We are subject to the information and reporting requirements of the Exchange Act, and, in accordance with this law, file periodic reports and other information with the SEC. These periodic reports and other information are available at the SEC’s website at www.sec.gov. We also maintain a website at www.snowlakeenergy.com. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in or accessible from our website is not a part of this prospectus, nor is such information incorporated by reference herein, and should not be relied upon in determining whether to make an investment in our securities. We have included our website address in this prospectus solely as an inactive textual reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file or furnish with them into this prospectus. This means that we can disclose important information to you by referring you to another document filed or furnished separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference into this prospectus is deemed to be part of this prospectus, and any information filed with the SEC after the date of this prospectus will automatically be deemed to update and supersede information contained in this prospectus.
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The following documents previously filed or furnished with the SEC are incorporated by reference in this prospectus:
| ● | our Annual Report on Form 20-F for the fiscal year ended June 30, 2025, as amended; and |
| ● | the description of our Common Shares contained in our Registration Statement on Form 8-A (File No. 001-41085), filed with the SEC on November 18, 2021, including all amendments and reports filed for the purpose of updating such description. |
In addition, this prospectus shall also be deemed to incorporate by reference all subsequent annual reports filed on Form 20-F, Form 40-F or Form 10-K, and all subsequent filings on Forms 10-Q and 8-K (as applicable) filed by us pursuant to the Exchange Act prior to the termination of the offering made by this prospectus. We may incorporate by reference into this prospectus any Form 6-K that is furnished to the SEC after the date of the filing of the registration statement of which this prospectus forms a part and before the date of termination of any related offering. Any such Form 6-K that we intend to so incorporate shall state in such form that it is being incorporated by reference into this prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to us and readers should review all information contained in this prospectus and the documents incorporated or deemed to be incorporated herein by reference.
A prospectus supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to prospective purchasers of such Securities together with this prospectus and will be deemed to be incorporated into this prospectus as of the date of such prospectus supplement only for the purpose of the offering of the Securities covered by such prospectus supplement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the report or documents incorporated by reference, including exhibits to these documents. Any such request may be made by writing or calling us at the following mail address, e-mail address or phone number:
Snow Lake Resources Ltd.
360 Main St., 30th Floor
Winnipeg, Manitoba, Canada R3C 4G1
Telephone: (204) 815-5806
Email: info@snowlakelithium.com
You also may access the incorporated reports and other documents referenced above on our website at https://snowlakeenergy.com/financial-information/#SEC. The information contained in or accessible from our website is not a part of this prospectus.
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Snow Lake Resources Ltd.
US$1,000,000,000
Common
Shares
Preferred Shares
Debt Securities
Warrants
Units
Subscription Receipts
PROSPECTUS
November 14, 2025
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. 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.
We have entered into agreements with our directors and certain officers, or each, an Indemnitee, to indemnify the Indemnitee, to the fullest extent permitted by law and subject to certain limitations, against all liabilities, costs, charges and expenses reasonably incurred by an Indemnitee in an action or proceeding to which the Indemnitee was made a party by reason of the Indemnitee being an officer or director of (i) our company or (ii) an organization of which our company is a shareholder or creditor if the Indemnitee serves such organization at our request.
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.
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Item 9. Exhibits.
(a) The following documents are filed as part of this registration statement:
| Exhibit No. | Description |
| 1.1* | Form of Underwriting Agreement |
| 4.1 * | Form of Warrant |
| 4.2* | Form of Warrant Indenture |
| 4.3* | Form of Subscription Receipt Agreement |
| 4.4* | Form of Unit Agreement |
| 4.5* | Form of Debenture |
| 4.6* | Form of Senior Debt Securities |
| 4.7* | Form of Subordinated Debt Securities |
| 5.1 | Opinion of MLT Aikins LLP |
| 23.1 | Consent of DeVisser Gray LLP |
| 23.2 | Consent of MLT Aikins LLP (included in Exhibit 5.1) |
| 23.3 | Consent of Nauth LPC |
| 24.1 | Power of Attorney (included on signature page of this registration statement) |
| 25.1** | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended |
| 107 | Filing Fee Table |
*To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed on Form 6-K under the Exchange Act and incorporated herein by reference.
** To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
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Item 10. Undertakings.
(a) 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;
(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 a prospectus filed with the SEC 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 Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
(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;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act 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) 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 (a)(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. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Form F-3.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
22
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date.
(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 the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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.
(c) 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 foregoing provisions, 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.
(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
23
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Winnipeg, Province of Manitoba, Canada, on this 14th day of November, 2025.
| SNOW LAKE RESOURCES LTD. | |
| By: | /s/ Frank Wheatley |
| Frank Wheatley | |
| Chief Executive Officer | |
24
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Wheatley and Kyle Nazareth as his or her true and lawful attorneys-in-fact, with full power of substitution and re-substitution, 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 to sign a registration statement pursuant to Section 462(b) of the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| SIGNATURE | TITLE | DATE | ||
| /s/ Frank Wheatley | November 14, 2025 | |||
| Frank Wheatley | Chief Executive Officer (Principal Executive Officer) |
|||
| /s/ Kyle Nazareth | November 14, 2025 | |||
| Kyle Nazareth | Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
| /s/ Nachum Labkowski | November 14, 2025 | |||
| Nachum Labkowski | Chairman and Director | |||
| /s/ Peretz Schapiro | November 14, 2025 | |||
| Peretz Schapiro | Director | |||
| /s/ Brian Imrie | November 14, 2025 | |||
| Brian Imrie | Director | |||
| /s/ Shlomo Kievman | November 14, 2025 | |||
| Shlomo Kievman | Director | |||
| /s/ Kathleen Skerrett | November 14, 2025 | |||
| Kathleen Skerrett | Director | |||
| /s/ Jack Wortzman | November 14, 2025 | |||
| Jack Wortzman | Director |
25
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of Snow Lake Resources Ltd., has signed this registration statement on November 14, 2025.
Authorized United States Representative
/s/ Colleen A. De Vries |
||
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice President on behalf of Cogency Global Inc. | |
26
| Exhibit 5.1 | |
| November 14, 2025 | |
Snow Lake Resources Ltd. 30th Floor, 360 Main Street Winnipeg,
Manitoba |
|
Dear Sirs/Mesdames:
| RE: | Snow Lake Resources Ltd. | |
| Registration Statement on Form F-3 |
We have acted as Canadian counsel to Snow Lake Resources Ltd., a corporation existing under the laws of Manitoba, Canada (the “Company”), in connection with a Shelf Registration Statement on Form F-3, including the prospectus constituting a part thereof (the “Registration Statement”), being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s offering of up to an aggregate of USD $1,000,000,000 of any combination of the following securities (the “Securities”):
| (a) | common shares in the capital of the Company (“Common Shares”); |
| (b) | preferred shares in the capital of the Company (“Preferred Shares”); |
| (c) | debt securities (“Debt Securities”); |
| (d) | warrants to purchase Common Shares, Preferred Shares or Debt Securities (“Warrants”); |
| (e) | units comprised of one or more of the Securities described above (“Units”); and |
| (f) | subscription receipts that entitle the holder to receive Common Shares, Preferred Shares, Debt Securities, Warrants or Units (“Subscription Receipts”). |
We understand that the Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the prospectus and pursuant to Rule 415 under the Securities Act.
| 1. | Materials Reviewed |
We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the Prospectus.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed below.
| 2. | Assumptions and Fact Reliance |
We have assumed that at all relevant times:
| (a) | all information contained in all documents reviewed by us is true and correct; |
| (b) | the genuineness of all signatures on all documents examined by us and the legal capacity of all natural persons; |
| (c) | the authenticity of all documents submitted to us as originals; |
| (d) | the conformity to original documents of all documents submitted to us as copies, whether facsimile, electronic, photostatic, certified or otherwise, and the authenticity of the originals of such copies; |
| (e) | each natural person signing any document reviewed by us had the legal capacity to do so, none of which facts we have independently verified; |
| (f) | no order, ruling or decision of any court or regulatory or administrative body is in effect at any relevant time that restricts the issuance of the Securities; |
| (g) | there is no foreign law that would affect the opinion expressed herein; |
| (h) | at the time of the execution and delivery of any documents relating to the Securities or the offering thereof, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties; |
| (i) | the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents; |
| (j) | the Company has the necessary corporate power and capacity to execute, deliver and perform its obligations under the terms and conditions of any purchase, underwriting or other agreement, indenture or instrument relating to the Company’s creation, authentication, issuance, sale and/or delivery of the Securities to which the Company is party (any such agreement, the “Agreement”); |
| (k) | the Company has the necessary corporate power and capacity to authorize, create, authenticate, validly issue, sell and deliver the Securities and perform its obligations under the terms and conditions of the Securities; |
| (l) | all necessary corporate action has been taken by the Company to duly authorize the execution and delivery by the Company of the Agreement and the performance of its obligations under the terms and conditions thereof; |
| (m) | all necessary corporate action has been taken by the Company to duly authorize, create, authenticate, sell, deliver and validly issue the Securities and to perform its obligations under the terms and conditions of the Securities, and all of the terms and conditions relevant to the execution, delivery and issuance of the Securities in the applicable Agreement have been complied with; |
| (n) | all necessary corporate action has been taken by the Company to duly authorize the terms of the offering of the Securities and related matters; |
| (o) | the Agreement (i) has been duly authorized, executed and delivered by all parties thereto and such parties had the capacity to do so; (ii) constitutes a legal, valid and binding obligation of all parties thereto; (iii) is enforceable in accordance with its terms against all parties thereto; and (iv) is governed by the laws of the Province of Manitoba; |
| (p) | the Securities have been duly authorized, created, authenticated, sold and delivered and validly issued by the Company and any other person signing or authenticating the Securities, as applicable; |
| (q) | the terms of the offering of the Securities and related matters have been duly authorized by the Company; |
| (r) | the Company has complied, and will comply, with Part VII of The Corporations Act (Manitoba). |
| (s) | the execution and delivery of the Agreement and the performance by the Company of its obligations under the terms and conditions thereunder do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles or bylaws of the Company, any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law; |
| (t) | the authorization, creation, authentication, sale, delivery and issuance of the Securities and the Company’s performance of its obligations under the terms and conditions of the Securities do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles or bylaws of the Company, any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law; and |
| (u) | the terms of the offering of the Securities and related matters do not and will not conflict with and do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will conflict with or result in a breach of or default under any of the terms or conditions of the articles or bylaws of the Company, any resolutions of the board of directors or shareholders of the Company, any agreement or obligation of the Company, or applicable law. |
Where our opinions expressed herein refer to any of the Securities having been issued as being “fully-paid and non-assessable”, such opinion assumes that all required consideration (in whatever form) has been paid for such shares. No opinion is expressed as to the adequacy of any consideration received.
We have no responsibility or obligation to (i) update this opinion, (ii) take into account or inform the addressee or any other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, or (iii) advise the addressee or any other person of any other change in any matter addressed in this opinion. Nor do we have any responsibility or obligation to consider the applicability or correctness of this opinion to any person other than the addressee.
| 3. | Applicable Laws |
We are qualified to carry on the practice of law in the Province of Manitoba. The opinions expressed below are restricted to the laws of the Province of Manitoba and the laws of Canada applicable therein, in each case, in effect on the date hereof. We express no opinion with respect to the laws of any other jurisdiction.
| 4. | Opinions |
Based upon and relying on the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that, upon payment for the applicable Securities as provided for in the applicable Agreement and when issued, sold and delivered in accordance with such Agreement:
| (a) | the Common Shares and Preferred Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company; and |
| (b) | the Debt Securities, Warrants, Units and Subscription Receipts will be validly issued by, and will be binding obligations of, the Company. |
| 5. | Qualifications |
This opinion letter has been prepared for your use in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Prospectus, the Registration Statement or the Securities.
We
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm on
the cover page and under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not hereby agree
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the SEC promulgated thereunder.
Yours
truly,
/s/ MLT Aikins LLP
MLT Aikins LLP
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-3 of Snow Lake Resources Ltd. of our report dated October 31, 2025 relating to the consolidated financial statements of Snow Lake Resources Ltd. for the years ended June 30, 2025 and 2024 and to all references to our firm included in this Registration Statement.
Date: November 14, 2025
De Visser Gray LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Exhibit 23.3
CONSENT OF NAUTH LPC
We hereby consent to the reference to our firm’s name under the heading “Legal Matters” in the prospectus constituting part of this Registration Statement on Form F-3. 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 Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
November
14, 2025
/s/ Nauth LPC
Nauth LPC