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United States securities and exchange commission logo





                              April 4, 2022

       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.
                                                            Registration
Statement on Form F-1
                                                            Filed April 4, 2022
                                                            File No. 333-264098

       Dear Mr. Gross:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form F-1

       Cover page

   1.                                                   We note your revised
disclosure that the selling shareholder has entered into an
                                                        underwriting agreement
with ThinkEquity, which is filed as an exhibit with your
                                                        registration statement.
Please revise the prospectus cover page to provide disclosure
                                                        responsive to Items
501(b)(2) and (3) of Regulation S-K, including disclosing the
                                                        underwriting
arrangement including the overallotment option, and tabular disclosure of
                                                        the the price to the
public of the securities, the underwriter's discounts and commissions,
                                                        and the selling
shareholder's net proceeds, on both a per share or unit basis and for the
                                                        total amount of the
offering. See Item 1 of Form F-1.
 Philip Gross
Snow Lake Resources Ltd.
April 4, 2022
Page 2

        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.

      Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan
Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.



                                                           Sincerely,
FirstName LastNamePhilip Gross
                                                           Division of
Corporation Finance
Comapany NameSnow Lake Resources Ltd.
                                                           Office of Energy &
Transportation
April 4, 2022 Page 2
cc:       Louis A. Bevilacqua, Esq.
FirstName LastName
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