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United States securities and exchange commission logo





                             June 23, 2021

       Philip Gross
       Chief Executive Officer and Director
       Snow Lake Resources Ltd.
       242 Hargrave Street, #1700
       Winnipeg, Manitoba R3C 0V1 Canada

                                                        Re: Snow Lake Resources
Ltd.
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed May 28, 2021
                                                            File No. 333-254755

       Dear Mr. Gross :

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form F-1

       Cautionary Note Regarding Presentation of Mineral Reserve and Mineral
Resource Estimates,
       page ii

   1.                                                   Please note that
amendments to your registration statement filed after June 30, 2021 will
                                                        need to include the
mineral property disclosures that are required under Items 1300 to
                                                        1305 of Regulation S-K.
Please refer to the Answer to Question 155.03 of our
                                                        Compliance and
Disclosure Interpretations (C&DIs) for Regulation S-K, if you require
                                                        further clarification
or guidance regarding compliance dates. This C&DI may be located
                                                        on our website at the
following address:

https://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
   2.                                                   We note your statement
you may report mineral resources and provide other

terminology/determinations under the Australasian Code for Reporting of
Exploration
 Philip Gross
FirstName
Snow LakeLastNamePhilip
           Resources Ltd. Gross
Comapany
June       NameSnow Lake Resources Ltd.
     23, 2021
June 23,
Page  2 2021 Page 2
FirstName LastName
         Results (JORC Code) or National Instrument 43-101 (NI 43-101). Other
definitions
         and/or standards established under the JORC Code or NI 43-101 are not
reciprocally
         recognized under S-K 1300 and are not permitted in Commission filings.
Please revise
         your filing and ensure all disclosure conforms to the disclosure
requirements of
         Regulation S-K 1300.
Competent Person Statement, page ii

3.       We note your reference to a technical report titled    Resource
Estimates for the Thompson
         Brothers Project    and a recent resource update for your property by
Nova Minerals Ltd.
         Please file your technical report summary for your resource disclosure
as required by Item
         1302(b)(2)(i) of Regulation S-K.
Registration Statement Fee Table, page 1

4.       Please clarify footnote 2 to disclose whether you are registering the
common shares
         underlying the Representative   s Warrants. Disclosure on page 108
provides that "the
         Representative   s Warrants are exercisable at any time and from time
to time, in whole or
         in part, during the four-and-  -year period commencing six months
after the effective date
         of the registration statement related to this offering."
Prospectus Summary, page 3

5.       We note the disclosure that you intend to apply for    B Corporation
 certification. Please
         tell us whether you intend on receiving such certification in your
jurisdiction of
         incorporation prior to this offering and include balancing disclosure
that you may not
         receive such certification.
Our Opportunity, page 4

6.       We note disclosure on page 4 that your Thompson Brothers Lithium
Project is
         strategically located in Manitoba, Canada, "ideally situated to
economically deliver mined
         and processed lithium products" to the EV battery industry serving
North America   s Auto
         Alley from Michigan to the southern United States, and that your
"strategic proximity to
         the major US EV manufacturing markets should make [you] an attractive
source for
         offtake agreements with lithium battery and/or EV manufacturers who
will need to secure
         their raw material supplies." Please clarify if you also intend to
         contemporaneously process or refine the lithium ore further into
commercial lithium
         products once you are a producing mine. In this regard, you disclose
on page 11 that in the
         longer term you expect to derive substantial revenues from becoming a
strategic supplier
         of battery-grade lithium hydroxide to the growing electric vehicle and
battery storage
         markets. If you intend to enter into agreements with third-parties to
process and refine the
         ore into commercial lithium products, please revise your opportunity
and
         competitive strengths disclosures accordingly. For example, you
disclose on page 53 that
         the majority of lithium production and downstream EV battery supply is
currently based
 Philip Gross
FirstName
Snow LakeLastNamePhilip
           Resources Ltd. Gross
Comapany
June       NameSnow Lake Resources Ltd.
     23, 2021
June 23,
Page  3 2021 Page 3
FirstName LastName
         in China.
The Thompson Brothers Lithium Project, page 4

7.       We note that Nova Minerals Ltd has reported a resource update for your
Thompson
         Brothers Lithium Project. Please update your filing accordingly.
8.       We also note your resource estimates were determined using a cut off
grade of 0.6% Li2O
         and the recent resource update utilized a 0.30% Li2O cutoff grade.
Please disclose the
         method of calculation for your cut off grade determinations and
include the parameters
         used. These parameters may include the lithium carbonate price,
mining/processing
         operating costs, and metallurgical recovery as required by Item
1302(d)(2) of Regulation
         S-K.
9.       We note your metallurgical test work indicated a composite sample of
your processed
         materials could be upgraded to a salable commercial grade spodumene
concentrate.
         Please disclose your metallurgical recovery based on this test work.
Risk Factors
Risks Related to Our Business and Industry
Lithium mining and production is relatively new to the Province of Manitoba and
the Snow Lake
area., page 14

10.      Please explain your reference to future production entailing the
"fully electrified" mining
         of, the sorting and concentrating of, and the production of our
spodumene lithium into a
         lithium hydroxide.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Results of Operations, page 36

11.      Please clarify the services provided to the company categorized as
"consulting fees" as
         compared to that of "professional fees." For example, for the
comparison of the "Years
         Ended June 30, 2020 and 2019" you disclose that consulting fees
decreased because you
         switched from an international accounting firm to a Vancouver firm,
and that professional
         fees are those that you pay to professional advisors, such as our
accountants and legal
         counsel.
Our Mineral Project - Thompson Brothers Lithium Project, page 60

12.      We note your reference to a historic resource estimate in this section
and elsewhere in
         your filing. A historic estimate is not considered current and cannot
be filed in support of
         disclosure. See Item 1304(h) of Regulation S-K and revise your filing
as necessary.
Overview, page 60

13.      We note your disclosure of an exploration target in this section.
Please modify your filing
         and provide additional disclosure information as required by Item
1302(c) of Regulation
 Philip Gross
Snow Lake Resources Ltd.
June 23, 2021
Page 4
      S-K.
Management
Compensation of Directors and Officers, page 83

14.   Please tell us whether the Company has disclosed, or is required to
disclose in Manitoba,
      Canada or elsewhere, the compensation of its officers and directors on an
individual basis
      for its most recently completed fiscal year. Refer to Item 6.B.1 of Form
20-F.
Note 6 - Share Capital and Reserves, page F-31

15.   On March 8, 2019 you entered into an agreement with Nova Minerals, Ltd.
to purchase
      Thompson Bros. in exchange for 47,999,900 common shares and assigned the
shares no
      value. On the same date you issued one additional share to Nova in
exchange for having
      been re-assigned their loan to Thompson Bros and assigned that one share
$1,519,013 in
      value. We also note page F-34 discloses that your related party loan with
Thompson
      Bros. has been eliminated upon consolidation. Please provide your
accounting basis for
      the recognition and measurement of common shares issued to Nova citing
the applicable
      guidance in IFRS that supports your view.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or
Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact George
K. Schuler at
(202) 551-3718 for engineering related questions. Please contact Kevin
Dougherty, Staff
Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202)
551-3642
with any other questions



                                                           Sincerely,
FirstName LastNamePhilip Gross
                                                           Division of
Corporation Finance
Comapany NameSnow Lake Resources Ltd.
                                                           Office of Energy &
Transportation
June 23, 2021 Page 4
cc:       Philip Gross
FirstName LastName
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