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United States securities and exchange commission logo





                             February 13, 2023

       John Gravelle
       Chief Executive Officer
       Foremost Lithium Resource & Technology Ltd.
       2500-700 West Georgia Street
       Vancouver, British Columbia V7Y 1B3
       Canada

                                                        Re: Foremost Lithium
Resource & Technology Ltd.
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted January
17, 2023
                                                            CIK No. 0001935418

       Dear John Gravelle:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form F-1 Filed
January 17, 2023

       Cover Page

   1.                                                   Please revise to
provide a bona fide estimate of the range of the maximum offering price,
                                                        or tell us why you do
not believe such information is required. Refer to Instruction 1 to
                                                        Item 501(b)(3) of
Regulation S-K.
       General, page 1

   2.                                                   We note that you
disclose estimates of mineralization pertaining to adjacent properties and
                                                        estimates of
mineralization that are based on the guidance in NI 43-101.
 John Gravelle
FirstName LastNameJohn  Gravelle
Foremost Lithium Resource & Technology Ltd.
Comapany13,
February  NameForemost
            2023        Lithium Resource & Technology Ltd.
February
Page 2 13, 2023 Page 2
FirstName LastName

         Please revise your filing to remove estimates that pertain to
properties in which you do not
         hold an economic interest, and estimates that you are unable to
support with a technical
         report summary, based on the guidance in Subpart 1300 of Regulation
S-K, as advised in
         prior comment 1.
3.       We note your response to prior comment 8 indicating you have revised
your filing to
         remove duplicative disclosure, consistent with the requirements of
Item 1303(b)(2)(iii) of
         Regulation S-K.

         However, duplicative charts, maps, assay data, and claim data remain
throughout your
         filing. We reissue prior comment 8.
Our Company, page 9

4.       We note that you labeled both Y-axes of the first chart on page 9 in
response to prior
         comment 3, although the tonnage price shown on the right Y-Axis, which
you indicate is
         based on metric tons, does not reconcile with the figures shown on the
left Y-axis. Please
         further revise or define the measures utilized in the chart. We
reissue prior comment 9.
Use of Proceeds, page 37

5.       We note your disclosure that seventy percent of the net proceeds will
be used for
         exploration and resource development activities on your lithium
projects in Snow Lake, a
         drill program in 2023 or 2024, finalizing current property payments,
future land claims
         and capital acquisition costs, and funding a drill program in your
Winston Gold/Silver
         Property in New Mexico. Please disclose the estimated net amount of
the proceeds
         broken down into each principal intended use thereof. See Item 3.C of
Form 20-F.
Summary Disclosure-Our Claims History, page 54

6.       We note that you have made some revisions in response to prior comment
7 although you
         have not addressed all of the requirements of Item 1303(b)(1) and
1304(b) of Regulation
         S-K. Please further revise your filing to address the following
points:

                Include a map or maps showing the location of all properties.

                Clearly label the Individual Property section and identify your
material properties.

                Include a map for each material property showing the location
of the property,
              accurate to within one mile, using an easily recognizable
coordinate system.

                Describe the planned exploration program for each material
property including the
              expected timeframe and cost.

                State the total cost or book value of each material property.
 John Gravelle
Foremost Lithium Resource & Technology Ltd.
February 13, 2023
Page 3
7.    Please expand your disclosure of the inferred mineral resource as
necessary to include the
      price, cut-off grade, metallurgical recovery, and the point of reference
used (e.g. in-situ,
      etc.), as required by Item 1304 (d)(1) of Regulation S-K.
Related Party Transactions, page 110

8.    Please disclose all material terms of the General Security Agreement
between the
      registrant and Jason and Christina Barnard.
Item 8 Exhibits and Financial Statement Schedules, page II-4

9.    Please consult with the qualified persons to obtain and file a revised
technical report
      summary to address the following points:

             Historical quantities of mineralization, such as those found among
disclosures
           beginning on pages 36 and 176, should be removed.

             An equation for the cut-off grade should be provided along with
the optimization
           inputs on page 149.
Exhibits

10.   We note your response to prior comment 16 and reissue in part. Please
file the warrant
      agreements for outstanding warrants and the representative warrants or
tell us why you do
      not believe they are required to be filed. Refer to Item 8 of Form F-1
and Item 601(b)(10)
      of Regulation S-K.



        You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the
financial statements and related matters. For questions regarding engineering
matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Cheryl
Brown, Staff
Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202)
551-3584 with any
other questions.



                                                             Sincerely,
FirstName LastNameJohn Gravelle
                                                   Division of Corporation
Finance
Comapany NameForemost Lithium Resource & Technology Ltd.
                                                   Office of Energy &
Transportation
February 13, 2023 Page 3
cc:       Anthony Epps, Esq.
FirstName LastName
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