Snow Lake Resources Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report __________

Commission file number001-41085

Snow Lake Resources Ltd.

(Exact name of the Registrant as specified in its charter)

Manitoba, Canada

(Jurisdiction of incorporation or organization)

360 Main St 30th Floor, Winnipeg, MB R3C 0V1 Canada

(Address of principal executive offices)

Frank Wheatley, Chief Executive Officer

Tel: (204) 815-5806

Email: info@snowlakelithium.com

360 Main St 30th Floor, Winnipeg, MB R3C 0V1 Canada

(Name, Telephone, E-mail and/or

Facsimile number and Address

of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:25,766,065 Common Shares, no par value per share, as of June 30, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Annual Report on Form 20-F

Year Ended June 30, 2024

TABLE OF CONTENTS

CERTAIN INFORMATION

As used in this Annual Report on Form 20-F (this “Annual Report”), unless otherwise indicated or the context otherwise requires, references to

●“we,” “Snow Lake,” “us,” “our,” “the Company,” or “our company” are to Snow Lake Resources Ltd. (d/b/a Snow Lake Energy), including its subsidiaries;

●“common shares” are to our common shares, no par value; and

●“Nasdaq” are to the Nasdaq Capital Market.

In this Annual Report, references to “Canada” are to Canada and its provinces and territories; references to “$,” “USD,” “dollars,” “USD$” or “U.S. dollars” are to the legal currency of the United States; and references to “C$,” or “Canadian dollar” are to the legal currency of Canada.

Solely for the convenience of the reader, this Annual Report contains translations of certain Canadian dollar amounts into U.S. dollars at specified rates. Except as otherwise stated in this Annual Report, all translations from Canadian dollars to U.S. dollars are based on the closing rate of C$1.3687 per $1.00 for cable transfers of Canadian dollars, as certified by Bank of Canada on June 28, 2024. On October 28, 2024, the closing rate for Canadian dollar was C$1.3895 per US$1.00. No representation is made that such Canadian dollar amounts referred to in this Annual Report could have been or could be converted into U.S. dollars at such rates or any other rates. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

The audited consolidated financial statements and notes thereto as of and for fiscal years 2024, 2023 and 2022 included elsewhere in this Annual Report have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our fiscal year end is June 30.

Share Consolidation, or the Reverse Split

On October 7, 2021, we effectuated a one-for-five reverse stock split of our common shares, or the Reverse Split. The historical audited financial statements included elsewhere in this Annual Report have been adjusted for the Reverse Split. Unless otherwise indicated, all other share and per share data in this Annual Report have been retroactively adjusted, where applicable, to reflect the Reverse Split.

At the shareholders meeting held on May 2, 2024, approval was given to undertake a reverse stock split of our common shares at a ratio to be determined by the board of directors, at its sole discretion, at such time as the board of directors deems appropriate, but in any event no later than May 1, 2027.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Risk Factors”, “Information on the Company”, “Operating and Financial Review and Prospects,” and elsewhere in this Annual Report. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●our goals and strategies;

●expectations regarding revenue, expenses and operations;

●expectations regarding demand for, and prices of, minerals;

●our having sufficient working capital and being able to secure additional funding necessary for the continued exploration of our property interests;

●expectations regarding the potential mineralization, geological merit and economic feasibility of our projects;

●expectations regarding exploration results at any of our projects;

●mineral exploration and exploration program cost estimates;

●expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations;

●receipt and timing of exploration permits and other third-party approvals;

●government regulation of mineral exploration and development operations;

●expectations regarding any social or local community issues that may affected planned or future exploration and development programs; and

●key personnel continuing their employment with us.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this Annual Report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

PART I