As filed with the U.S. Securitiesand Exchange Commission on May 17, 2023

RegistrationNo. 333-

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION 

WASHINGTON,D.C. 20549

FORMF-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

FOREMOST LITHIUM RESOURCE& TECHNOLOGY LTD.

(Exactname of Registrant as specified in its charter)

NotApplicable 

(Translationof Registrant’s Name into English)

2500-700West Georgia Street

Vancouver,British Columbia V7Y 1B3 Canada

info@foremostlithium.com
(604) 330-8067

(Address,including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

CogencyGlobal Inc.

122East 42^nd Street, 18^th Floor
New York, N.Y. 10168

(800)221-0102
(Names, address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement the same offering. ☐

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerginggrowth company ☒

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as theCommission, acting pursuant to said Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. These securities may not be sold until the registration statementfiled with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securitiesand it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

CommonShares

ForemostLithium Resource & Technology Ltd. 

Thisis a firm commitment public offering of common shares of Foremost Lithium Resource & Technology Ltd.

In connection with this offering, wehave filed an application to list our common shares under the symbol “FMST” on the Nasdaq Capital Market. No assurancecan be given that our application will be approved. If our application is not approved, we will not consummate this offering.

Our common shares are currently quotedunder the symbol “FRRSF” on the OTCQB and under the symbol “FAT” on the Canadian Securities Exchange (“CSE”).On May 16, 2023, the last reported sale price for our shares on the OTCQB was US$0.1169 per share. At present, there is a very limitedmarket for our common shares. The trading price of our common shares has been, and may continue to be, subject to wide price fluctuationsin response to various factors, many of which are beyond our control, including those described in “Risk Factors.”

Weare an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and assuch, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Our board of directors intends to effecta share consolidation of our outstanding common shares in connection with this offering and our intended listing of our commonshares on the Nasdaq Capital Market (“Nasdaq”), to result in a price per share between approximately US$5.00 to US$6.00.However, we cannot guarantee that the share consolidation will be sufficient for Nasdaq to approve our initial listing application.We expect to effect the share consolidation, at a ratio of up to 1-for-80, shortly prior to the effectiveness of this registrationstatement for the offering.

Investing in our common shares involvesa high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus for a discussion of informationthat should be considered in connection with an investment in our common shares. Neither the U.S. Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to therepresentative of the underwriters to purchase up to additional common shares representing fifteen percent (15%) of the commonshares sold in the offering, solely to cover over-allotments, if any.

Theunderwriters expect to deliver the common shares to purchasers on or about             ,2023.

ThinkEquity

Thedate of this prospectus is , 2023

FOREMOSTLITHIUM’S SNOW LAKE PROJECTS                               

TABLEOF CONTENTS

Page

ABOUTTHIS PROSPECTUS

Youshould rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be deliveredor made available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. Theinformation in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of thisprospectus, or any free writing prospectus, as the case may be, or any sale of common shares.

Forinvestors outside the United States: Neither we, nor the underwriters have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in theUnited States. Persons outside the United States who come into possession of this prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the common shares and the distribution of this prospectus outside the UnitedStates.

Thisprospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveysand studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicatethat their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy orcompleteness of such information. While we believe these industry publications and third-party research, surveys and studies arereliable, you are cautioned not to give undue weight to this information.

Numericalfigures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totalsin various tables may not be arithmetic aggregations of the figures that precede them. Certain market data and other statisticalinformation contained in this prospectus are based on information from independent industry organizations, publications, surveysand forecasts. Some market data and statistical information contained in this prospectus are also based on management’sestimates and calculations, which are derived from our review and interpretation of the independent sources listed above, ourinternal research and our knowledge of the Canadian mining industry. While we believe such information is reliable, we have notindependently verified any third-party information and our internal data has not been verified by any independent source.

Ourreporting currency and our functional currency is the Canadian dollar. This prospectus contains conversions of Canadian dollarsinto U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from Canadiandollars into U.S. dollars in this prospectus were made at a rate of C$1.35318 per US$1.00, the noon buying rate as set forth inthe H.10 statistical release of the U.S. Federal Reserve Board in effect as of December 31, 2022. All amounts in this prospectusare expressed in Canadian dollars, except where otherwise indicated. References to “$” or “C$” is to Canadiandollars and references to “US$” are to U.S. dollars. References to quarters are to calendar quarters unless otherwisespecified.

SCIENTIFICAND TECHNICAL INFORMATION

CautionaryNote Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

Estimates of mineral resources andother disclosures in this prospectus regarding our mineral properties have been prepared in compliance with subpart 1300 of SECRegulation S-K, or S-K 1300, or the SEC Mining Modernization Rules.

Certain of our disclosures outsidethis prospectus do not comply with the SEC Mining Modernization Rules, and instead are prepared in accordance with Canadian regulatoryrequirements, including Canada’s National Instrument 43-101, or NI 43-101. Prospective investors should be aware that thereare differences between the SEC Mining Modernization Rules and NI 43-101, and therefore our disclosures outside this prospectus,which are not part of this prospectus, may differ from our disclosures in this prospectus. Our disclosures outside this prospectusare not part of this prospectus and should not be relied upon by prospective investors in connection with this offering.

In addition, certain Canadian foreignprivate issuers who file registration statements and reports with the SEC using the Canada-U.S. multi-jurisdictional disclosuresystem are exempt from the requirement to comply with the SEC Mining Modernization Rules. Should we become eligible for the multi-jurisdictionaldisclosure system, we may discontinue complying with the SEC Mining Modernization Rules and may begin complying only with NI 43-101,in which case our disclosures regarding our mineral properties may differ from disclosures made by similarly situated companiesthat are subject to the SEC Mining Modernization Rules.

We are an exploration-stage companyand all of our mineral properties are exploration-stage properties. We have not declared mineral reserves on any of our properties.We have declared mineral resources on one of our properties, the Zoro Property.

Qualified Person Statement

Some scientific and technical informationcontained herein with respect to the Zoro Property is derived from the Initial Assessment titled “Technical Report on theZoro Lithium Project, Snow Lake, Manitoba”, prepared for us by Mark A.F. Fedikow and Scott Zelligan with an effective dateof January 16, 2023, a copy of which is an exhibit to this prospectus. We refer to this report herein as our S-K 1300 Report.The scientific and technical information related to the Zoro Property contained in the S-K 1300 Report and reproduced in thisprospectus has been approved by Mark A.F. Fedikow and Scott Zeligan. All scientific and technical information regarding our mineralproperties that is included in this prospectus, but not derived from our S-K 1300 Report, has been reviewed and approved by MarkA.F. Fedikow. Dr. Fedikow, P. Eng., P. Geo, is a “Qualified Person” within the meaning of S-K 1300. Dr. Fedikow holdsHonors B.Sc. and M.Sc. degrees in geology, geophysics, and geochemistry from the University of Windsor (Canada) and a Ph.D. inexploration geochemistry from the School of Applied Geology, University of New South Wales in Sydney (Australia).

Dr. Fedikow currently serves as ourVice President of Exploration, and is, accordingly, one of our affiliates. He serves in that position as a consultant; he is notan employee of any company. He is not affiliated with any other entity that has any ownership, royalty or other interest in anyof our properties. Mr. Zelligan, P. Geo, is also a Qualified Person within the meaning of S-K 1300. Mr. Zelligan has 15 yearsof experience in exploration, production, and resource estimation in both Canada and abroad. Mr. Zelligan is a professional geoscientistregistered in the Province of Ontario. Mr. Zelligan is not an employee or affiliate of us. He is a self-employed, independentresource geologist. He is not affiliated with any other entity that has an ownership, royalty or other interest in the Zoro Property.

GLOSSARYOF MINING TERMS

Thefollowing is a glossary of certain mining terms that may be used in this prospectus. 

RISKFACTORS

Aninvestment in our common shares involves a high degree of risk. You should carefully consider the following risk factors, togetherwith the other information contained in this prospectus, before purchasing our common shares. We have listed below (not necessarilyin order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us,but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business,financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Somestatements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Pleaserefer to the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Businessand Industry

Wehave a limited operating history and have not yet generated any revenues.

Our limited operating history makesevaluating our business and prospects difficult and may increase the risk of your investment. We were formed in 2005 and we havenot yet begun commercial mining of lithium. To date, we have no revenues. We are in the exploration stage of our development withthe potential to establish commercial operations still unknown and we do not expect to start generating revenues until the 2025,at the earliest. We intend to proceed with the development of the Lithium Lane Properties through economic and technical studiessuch as PEAs and PFSs and, provided the results are positive, through to a Feasibility Study and mine development. We intend toderive substantial revenues from becoming a strategic supplier of SC6 to producers of battery-grade LiOH that supply the growingelectric vehicle and battery storage markets. Our planned exploration and development of mineral resources, primarily lithium,will require significant investment prior to commercial introduction and may never be successfully developed or commercially successful.

Our consolidated financialstatements have been prepared on a going concern basis and our financial status creates a doubt about whether we will continueas a going concern.

Our consolidated financial statementshave been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy itsliabilities in the ordinary course of business. Our future operations are dependent upon the identification and successful completionof equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can beno assurances that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability.The consolidated financial statements do not give effect to any adjustments relating to the carrying values and classificationof assets and liabilities that would be necessary should we be unable to continue as a going concern.

Ifwe do not obtain additional financing, our business may be at risk, or the execution of our business plan may be delayed.

We havelimited assets upon which to commence our business operations and to rely otherwise. As of December 31, 2022, we had cash of $2,312,446(US$1,708,898) and during the years ended March 31, 2022 and 2021, we had a net loss of $4,150,922 (US$3,067,531) and $2,612,308(US$1,930,496), funds, we will need to seek additional funds in the future through debt financings or strategic alliances withthird parties, either alone or in combination with equity financings to complete our lithium exploration initiatives. Additionalfunding will be needed to implement our business plan that includes various expenses such as continuing our mining explorationprogram, legal, operational set-up, general and administrative, marketing, employee salaries and other related start-up expenses.Obtaining additional funding will be subject to various factors, including general market conditions, investor acceptance of ourbusiness plan and ongoing results from our exploration efforts. These financings could result in substantial dilution to the holdersof our common shares or require contractual or other restrictions on our operations or on alternatives that may be available tous. If we raise additional funds by issuing debt securities, these debt securities could impose significant restrictions on ouroperations. Any such required financing may not be available in amounts or on terms acceptable to us, and the failure to procuresuch required financing could have a material and adverse effect on our business, financial condition, and results of operations,or threaten our ability to continue as a going concern.

We may notbe able to acquire additional funds on acceptable terms, or at all. If we are unable to raise adequate funds, we may have to delay,reduce the scope of or eliminate some or all our planned exploration programs. If we do not have, or are not able to obtain, sufficientfunds, we may be required to delay further exploration, development, or commercialization of our expected mineral resources, ifand when verified. We also may have to reduce the resources devoted to our mining efforts or cease operations. Any of these factorscould harm our operating results.

Ourbusiness is subject to operational risks that are generally outside of our control and could adversely affect our business.

Mineralmining sites, like the sites where our Lithium Lane Properties are located, by their nature are subject to many operational risksand factors that are generally outside of our control and could adversely affect our business, operating results, and cash flows.These operational risks and factors include the following:

Any oneor more of these factors or other risks could cause us not to realize the anticipated benefits from our properties and could havea material adverse effect on our financial condition.

Allof our business activities are now in the exploration stage and there can be no assurance that our exploration efforts will resultin the commercial development of a lithium mine.

All ouroperations are at the exploration stage and there is no guarantee that any such activity will result in commercial productionof lithium mineral deposits. Very limited drilling has been conducted on our Lithium Lane Properties to date, which makes theextrapolation of an S-K 1300 compliant indicated or inferred resource to an S-K 1300 probable or proven reserve and to commercialviability impossible without further drilling. We intend to engage in that additional exploratory drilling with proceeds fromthis offering, but we can provide no assurance of future success from our planned additional drilling program. The explorationfor lithium deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may noteliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimatelydeveloped into producing mines. Major expenses may be required to locate and establish proven mineral reserves, to develop metallurgicalprocesses and to construct mining and processing facilities at a particular site. It is impossible to ensure that the explorationprograms planned by us, or any future development programs will result in a profitable commercial mining operation. There is noassurance that our mineral exploration activities will result in any discoveries of commercial quantities of lithium. There isalso no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercialproduction. Whether a mineral deposit will be commercially viable depends on several factors, some of which are: the particularattributes of the deposit, such as size, grade and proximity to infrastructure, metal prices which are highly cyclical; and governmentregulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineralsand environmental protection. The exact effect of these factors cannot be accurately predicted. Our long-term profitability willbe in part directly related to the cost and success of our exploration programs and any subsequent development programs.

Ourmineral resources may be significantly lower than expected.

We arein the exploration stage and our planned principal operations have not commenced. While we have declared an inferred mineral resourceon our Zoro Property, inferred mineral resources have a great degree of uncertainty and cannot form the basis of a mineral reserve.There can be no assurance that our inferred mineral resources will ever be upgraded to a higher category of mineral resources.There is currently no commercial production on the Lithium Lane Properties, and we have not yet completed a PFS or FeasibilityStudy on any of our properties. You should not rely on the S-K 1300 Report as an indication that we will have successful commercialoperations in the future. Even if we prove reserves on the Lithium Lane Properties, we cannot guarantee that we will be able todevelop and market them, or that such production will be profitable.

Any inferredresource figures presented in this prospectus are estimates from the written reports of technical personnel and mining consultantswho were contracted to assess the mining prospects. Resource estimates are a function of geological and engineering analyses thatrequire us to forecast production costs, recoveries, and metals prices. The accuracy of such estimates depends on the qualityof available data and of engineering and geological interpretation, judgment, and experience. Estimated inferred lithium resourcesmay not be upgraded to measured or indicated or to probable or proved reserves, and any reserves may not be realized in actualproduction and our operating results may be negatively affected by inaccurate estimates. Additionally, resource estimates do notdetermine the economics of a mining project and even if an economic assessment is produced, we cannot guarantee that it will reflectpositive economics for our mining resources or that we will be able to execute our plans to create an economically viable miningoperation.

Ourmineral resources described in our most recent S-K 1300 compliant inferred mineral resource report are only estimates and no assurancecan be given that the anticipated tonnages and grades will be achieved, or that the indicated level of recovery will be realized.

We intendto continue exploration on our Lithium Lane Properties, and we may or may not acquire additional interests in other mineral properties.The search for mineral deposits as a business is extremely risky. We can provide investors with no assurance that explorationon our current properties, or any other property that we may acquire, will establish that any commercially exploitable quantitiesof mineral deposits exist. Additional potential problems may prevent us from discovering any mineral deposits. These potentialproblems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates.If we are unable to establish the presence of viable lithium mineral deposits on our properties, our ability to fund future explorationactivities will be impeded, we will not be able to operate profitably, and investors may lose all their investment in our company.

Wehave no history of mineral production.

We are anexploration stage company and have no history of mining or refining mineral products from our properties. As such, any futurerevenues and profits are uncertain. There can be no assurance that our Lithium Lane Properties will be successfully placed intoproduction, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the explorationstage into development and commercial production requires significant capital and time and will be subject to further technicalstudies, permitting requirements and construction of mines, processing plants, roads and related works and infrastructure. Wewill continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficientrevenue to fund continuing operations. There is no certainty that we will generate revenue from any source, operate profitablyor provide a return on investment in the future.

Lithiummining and production is relatively new to the Province of Manitoba and the Snow Lake area.

If lithium resources on the LithiumLane Properties are proven, we intend to work towards entering the production stage of our operations. This means that the processingof our spodumene will be conducted through a fully electrified process not using any fossil fuels to generate the electrical powerneeded to run our operations. Lithium mining and processing the pore to spodumene has occurred at the Tanco mine located northeastof Winnipeg. Locating the necessary experts and work force that are familiar with and trained in this mining process may be a challengeand our success may be hindered by the lack of historical familiarity with the processes and challenges faced in lithium miningand production.

Mineralexploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In theevent of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us.

Explorationand mining operations generally involve a degree of risk. Our operations are subject to all of the hazards and risks normallyencountered in the exploration, development and production of rare earth metals, including, without limitation, unusual and unexpectedgeologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removalof material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injuryor loss of life and damage to property and environmental damage, all of which may result in possible legal liability. Althoughwe expect that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rockfalls, geo-mechanical issues, equipment failure or failure of retaining dams around tailings disposal areas which may result inenvironmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruptionof our operations that would have a material adverse effect on our business, financial condition, results of operations and prospects.

The explorationfor and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experienceand knowledge may not eliminate. While the discovery of a mineral deposit may result in substantial rewards, few properties thatare explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral resourcesand reserves, to develop metallurgical processes and to construct mining and processing facilities and infrastructure at a particularsite. It is impossible to ensure that the exploration or development programs planned by us will result in a profitable commercialmining operation. Whether a mineral deposit will be commercially viable depends on several factors, some of which are: the particularattributes of the deposit, such as size, grade and proximity to infrastructure, metal prices that are highly cyclical, and governmentregulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineralsand environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factorsmay result in our company not receiving an adequate return on invested capital. There is no certainty that the expenditures madetowards the search and evaluation of mineral deposits will result in the discovery of mineral resources or the development ofcommercial quantities of mineral reserves.

Our developmentprojects have no operating history upon which to base estimates of future capital and operating costs. Mineral resource and reserveestimates and estimate of operating costs are, to a large extent, based upon the interpretation of geologic data obtained fromdrill holes and other sampling techniques, and feasibility studies, which derive estimates of capital and operating costs basedupon anticipated tonnage and grades to be mined and processed, ground conditions, the configuration of the deposit, expected recoveryrates of minerals from ore, estimated operating costs, and other factors. As a result, actual production, cash operating costsand economic returns could differ significantly from those estimated.

Thereare numerous risks associated with the development of the Lithium Lane Properties.

Our futuresuccess will largely depend upon our ability to successfully explore, develop, and manage the Lithium Lane Properties. Our successis dependent upon management’s ability to implement our strategy, to develop the project and to maintain ongoing lithiumproduction from the mines that we expect to develop.

Developmentof the Lithium Lane Properties could be delayed, experience interruptions, incur increased costs or be unable to complete dueto several factors, including but not limited to:

It isnot uncommon for new mining developments to experience these factors during their exploration or development stages or duringconstruction, commissioning, and production start-up, or indeed for such projects to fail as a result of one or more of thesefactors occurring to a material extent. There can be no assurance that we will complete the various stages of exploration anddevelopment necessary in order to achieve our strategy in the timeframe pre-determined by us or at all. Any of these factors mayhave a material adverse effect on our business, results of operations and activities, financial condition, and prospects.

Wedo not insure against all of the risks we face in our operations.

In general,where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance againstsuch risk, subject to exclusions and limitations. We currently maintain insurance against certain risks including securities andgeneral commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations;however, we do not maintain insurance to cover all the potential risks and hazards associated with our operations. We may be subjectto liability for environmental, pollution or other hazards associated with our exploration, pre-extraction, and extraction activities,which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insureagainst because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currentlyhave will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability.

Changesin technology and future demand may result in an adverse effect on our results of operation.

Currentlylithium is a key metal used in batteries, including those used in electric vehicles. However, the technology pertaining to batteries,electric vehicles and energy creation and storage is changing rapidly and there is no assurance lithium will continue to be usedto the same degree as it is now, or that it will be used at all. Any decline in the use of lithium -ion batteries or technologiesutilizing such batteries may result in a material and adverse effect on our future profitability, results of operation and financialcondition.

Ourbusiness operations are exposed to a high degree of risk associated with the mining industry.

Our businessoperations are exposed to a high degree of risk inherent in the mining sector. Risks which may occur during the exploration anddevelopment of mineral resources include environmental hazards, industrial accidents, equipment failure, import/customs delays,shortage or delays in installing and commissioning plant and equipment, metallurgical and other processing problems, seismic activity,unusual or unexpected formations, formation pressures, rock bursts, wall failure, cave ins or slides, burst dam banks, flooding,fires, explosions, power outages, opposition with respect to mining activities from individuals, communities, governmental agenciesand non-governmental organizations, interruption to or the increase in costs of services, cave-ins and interruption due to inclementor hazardous weather conditions.

Commencementof mining can also reveal mineralization or geologic formations, including higher than expected content of other minerals thatcan be difficult to separate from rare earth metals, which can result in unexpectedly low recovery rates.

Suchoccurrences could cause damage to, or destruction of properties, personal injury or death, environmental damage, pollution, delays,increased production costs, monetary losses, and potential legal liabilities. Moreover, these factors may result in a mineraldeposit, which has been mined profitably in the past to become unprofitable. They are also applicable to sites not yet in productionand to expanded operations. Successful mining operations will be reliant upon the availability of processing and refining facilitiesand secure transportation infrastructure at the rate of duty over which we may have limited or no control. Any liabilities thatwe incur for these risks and hazards could be significant and the costs of rectifying the hazard may exceed our asset value.

Infrastructurerequired to carry on our business may be affected by unusual or infrequent weather phenomena, sabotage, government or other interferencein the maintenance or provision of such infrastructure.

Exploitationof the Lithium Lane Properties will depend to a significant degree on adequate infrastructure. While developing our expected operations,assuming our exploration efforts will be successful, we may need to construct and support the construction of infrastructure,which includes permanent gas pipelines, water supplies, power, transport and logistics services which affect capital and operatingcosts. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision ofsuch infrastructure or any failure or unavailability in such infrastructure could materially adversely affect our operations,financial condition, and results of operations.

Wemay receive negative conclusions from further economic assessments.

The netproceeds from this offering will be used to, among other things, fund further exploration on the Lithium Lane Properties and forthe continuation of the exploration work to establish the economic potential of the Lithium Lane Properties. Until such time asany further economic assessment is concluded, uncertainty will exist as to the economic viability of the Lithium Lane Properties.If any further economic assessments have negative conclusions, investors may lose some or all their investment.

Wemay not be able to obtain or renew licenses or permits that are necessary to our operations.

In theordinary course of business, we will be required to obtain and renew governmental licenses or permits for exploration, development,construction, and commencement of mining at the Lithium Lane Properties. Obtaining or renewing the necessary governmental licensesor permits is a complex and time-consuming process involving public hearings and costly undertakings on the part of our company.The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not withinour control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities.We may not be able to obtain or renew licenses or permits that are necessary to our operations, including, without limitation,an exploitation license, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from theLithium Lane Properties. Any unexpected delays or costs associated with the licensing or permitting process could delay the developmentor impede the operation of a mine, which could adversely impact our operations and profitability.

TheLithium Lane Properties may face indigenous land claims

The LithiumLane Properties may now or in the future be the subject of indigenous land claims. The legal nature of land claims is a matterof considerable complexity. The impact of any such claim on our ownership interest in the Lithium Lane Properties cannot be predictedwith any degree of certainty and no assurance can be given that a broad recognition of indigenous rights in the area in whichthe Lithium Lane Properties is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverseeffect on our operations. Even in the absence of such recognition, we may at some point be required to negotiate with and seekthe approval of holders of such interests to facilitate exploration and development work on the Lithium Lane Properties, thereis no assurance that we will be able to establish a practical working relationship with the indigenous groups in the area whichwould allow is to ultimately develop the Lithium Lane Properties.

Oppositionto our mining and business activities could disrupt our business

In recentyears, governmental and non-governmental agencies, individuals, communities and courts have become more vocal and active withrespect to their opposition to certain mining and business activities. This opposition may take on forms such as road blockades,applications for injunctions seeking work stoppages, refusals to grant access to lands or to sell lands on commercially viableterms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, and otherrulings that could be contrary to our interests. In addition, these actions can occur in response to our activities or the activitiesof other unrelated entities. Opposition to our mining and business activities is beyond our control. Any such opposition may disruptour business and may result in increased costs, which could have a material adverse effect on our business and financial condition

Volatilityin lithium prices and lithium demand may make it commercially unfeasible for us to develop our Lithium Lane Properties.

The developmentof our Lithium Lane Properties is dependent on the continued growth of the lithium market, and the continued increased demandfor lithium chemicals by emerging producers of electric vehicles and other users of Li-ion batteries. These producers and therelated technologies are still under development and a continued sustained increase in demand is not certain. To the extent thatsuch demand does not manifest itself, and the lithium market does not continue to grow, or existing producers increase supplyto satisfy this demand, then our ability to develop our Lithium Lane Properties will be adversely affected. Our lithium explorationand development activities may be significantly adversely affected by volatility in the price of lithium. Mineral prices fluctuatewidely and are affected by numerous factors beyond our control such as global and regional supply and demand, interest rates,exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, and the politicaland economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accuratelypredicted, but the combination of these factors may result in our lithium activities not producing an adequate return on investedcapital to be profitable or viable.

Therecan be no guarantee that our interest in the Lithium Lane Properties is free from any title defects.

We believe we have taken reasonablesteps to ensure proper title to the Lithium Lane Properties exists. However, there can be no guarantee that our interest in theLithium Lane Properties is free from any title defects, as title to mineral rights involves certain intrinsic risks due to thepotential problems arising from the unclear conveyance history characteristic of many mining projects. There is also the risk thatmaterial contracts between us and relevant government authorities will be substantially modified to the detriment of us or be revoked.There can be no assurance that our rights and title interests will not be challenged or impugned by third parties.

Ourmining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and othercritical supplies.

Our explorationprograms and possible future mining operations are dependent on the adequate and timely supply of water, electricity or otherpower supply, chemicals, and other critical supplies. If we are unable to obtain the requisite critical supplies in time and atcommercially acceptable prices or if there are significant disruptions in the supply of electricity, water or other inputs tothe mine site, our business performance and results of operations may experience material adverse effects.

Wemay experience an inability to attract or retain qualified personnel.

Our successdepends to a large degree upon our ability to attract, retain and train key management personnel, as well as other technical personnel.If we are not successful in retaining or attracting such personnel, our business may be adversely affected. Furthermore, the lossof our key management personnel could materially and adversely affect our business and operations.

As our businessbecomes more established, it will also be required to recruit additional qualified key financial, administrative, operations andmarketing personnel. There will be no guarantee that we will be able to attract and keep such qualified personnel and if we arenot successful, it could have a material and adverse effect on our business and results from operations.

Failureto comply with federal, provincial and/or local laws and regulations could adversely affect our business.

Our miningoperations are subject to various laws and regulations governing exploration, development, production, taxes, labor standardsand occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation,exports, price controls, waste disposal and use, water use, forestry, land claims of local people, and other matters. This includesperiodic review and inspection of the Lithium Lane Properties that may be conducted by applicable regulatory authorities.

Althoughthe exploration activities on the Lithium Lane Properties have been and, we expect, will continue to be carried out in accordancewith all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existinglaws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New lawsand regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringentimplementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditurescosts, or reduction in levels of exploration, development and/or production.

Failureto comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including ordersissued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measuresrequiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburseany parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposedagainst us for infringement of applicable laws or regulations.

Failureto comply with environmental regulation could adversely affect our business.

All phasesof our operations with respect to the Lithium Lane Properties will be subject to environmental regulation. Environmental legislationinvolves strict standards and may entail increased scrutiny, fines and penalties for non-compliance, stringent environmental assessmentsof proposed projects and a high degree of responsibility for companies and their officers, directors, and employees. Changes inenvironmental regulation, if any, may adversely impact our operations and future potential profitability. In addition, environmentalhazards may exist on the Lithium Lane Properties that are currently unknown. We may be liable for losses associated with suchhazards or may be forced to undertake extensive remedial cleanup action or to pay for governmental remedial cleanup actions, evenin cases where such hazards have been caused by previous or existing owners or operators of the properties, or by the past orpresent owners of adjacent properties or by natural conditions. The costs of such cleanup actions may have a material adverseimpact on our operations and future potential profitability.

Failureto comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, includingorders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measuresrequiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operationsmay be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminalfines or penalties imposed for violations of applicable laws or regulations as well as environmental laws.

Wecurrently report our financial results under IFRS, which differs in certain significant respect from U.S. generally accepted accountingprinciples.

We reportour consolidated financial statements under IFRS. There have been and there may in the future be certain significant differencesbetween IFRS and United States generally accepted accounting principles, or U.S. GAAP, including differences related to revenuerecognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financialinformation and reported earnings for historical or future periods could be significantly different if they were prepared in accordancewith U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required underapplicable law. As a result, you may not be able to meaningfully compare our consolidated financial statements under IFRS withthose companies that prepare consolidated financial statements under U.S. GAAP.

Foreigncurrency fluctuations could affect our profitability and the value of our assets and shareholders’ equity.

Our operationsare subject to foreign currency fluctuations. Our future revenues are primarily in U.S. dollars, while some of our operating expensesand cash balances expenses are measured in Canadian dollars. The fluctuation of the Canadian dollar in relation to the U.S. dollarwill consequently have an impact upon our profitability and may also affect the value of our assets and shareholders’ equity.

Ourassets and operations are subject to economic, geopolitical, and other uncertainties.

Economic,geopolitical, and other uncertainties may negatively affect our business. Economic conditions globally are beyond our control.In addition, the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that mayaffect both local and global economies. Downturns in the economy or geopolitical uncertainties may cause future customers to delayor cancel projects, reduce their overall capital or operating budgets, or reduce or cancel orders which could have a materialadverse effect on our business, results of operations and financial condition.

Our operationsmay be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production,price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation,land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulationsand local practices relating to mineral rights, could result in loss, reduction, or expropriation of entitlements.

In addition,the financial markets can experience significant price and value fluctuations that can affect the market prices of equity securitiesand other companies in ways that are unrelated to the operating performance of these companies. Broad market fluctuations, aswell as economic conditions generally, may adversely affect the market price of our common shares.

Regulationsand pending legislation governing issues involving climate change could result in increased operating costs, which could havea material adverse effect on our business.

Severalgovernments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concernsabout the potential impact of climate change. New legislation and increased regulation regarding climate change could potentiallyimpose significant costs on us, and on our suppliers, including costs related to increased energy requirements, capital equipment,environmental monitoring and reporting, and other costs necessary to comply with such regulations. Any adopted future climatechange regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.Given the emotional and political significance and uncertainty surrounding the impact of climate change and how it should be dealtwith, we cannot predict how legislation and regulation will ultimately affect our financial condition, operating performance,and ability to compete. Furthermore, even without such regulation, increased awareness, and any adverse publicity in the globalmarketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Thepotential physical impacts of climate change on our operations are highly uncertain, could be particular to the geographic circumstancesin areas in which we operate and may include changes in rainfall and storm patterns and intensities, water shortages, changingsea levels, and changing temperatures. These impacts may adversely impact the cost, production, and financial performance of ouroperations.

Aswe face intense competition in the mineral exploration and exploitation industry, there can be no assurance that we will be ableto compete effectively with other companies.

The miningindustry and lithium mining sector is very competitive. Our competition is from larger, established mining companies with greaterliquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, moreeffective risk management policies and procedures and/or a greater ability than us to withstand losses. Our competitors may beable to respond more quickly to new laws or regulations or emerging technologies or devote greater resources to the expansionor efficiency of their operations than we can. In addition, current and potential competitors may make strategic acquisitionsor establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitorsor alliances among current and new competitors may emerge and gain significant market share to our detriment.

As a resultof this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable.We may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technicalemployees. If we are unable to successfully compete for financing or for qualified employees or we may not be able to competesuccessfully against current and future competitors, and any failure to do so could have a material adverse effect on our business,financial condition, results of operations and prospects as well as our exploration programs may be slowed down or suspended,which may cause us to cease operations as a company.

Wemay be subject to potential conflicts of interest.

We maybe subject to potential conflicts of interests, as certain directors of our company are, and may continue to be, engaged in themining industry through their participation in corporations, partnerships, or joint ventures, which are potential competitorsof our company. Situations may arise in connection with potential acquisitions in investments where the other interests of thesedirectors and officers may conflict with the interests of our company. Our directors and officers with conflicts of interest willbe subject to the procedures set out in the related Canadian law and regulations.

Wemay not meet cost estimates.

A changein the timing of any projected cash flows due to capital funding or, once in production, production shortfalls or labor disruptionswould result in delays in receipt of such cash flows and in using such cash to fund operating activities and, as applicable, reducedebt levels. This could result in additional loans to finance capital expenditures in the future.

The levelof capital and operating cost estimates which are used for determining and obtaining financing and other purposes are based oncertain assumptions and are fundamentally subject to considerable uncertainties. It is very likely that actual results for theLithium Lane Properties will differ from our current projections, estimates and assumptions, and these differences may be significant.Moreover, experience from actual mining may identify new or unexpected conditions that could decrease operational activities,and/or increase capital and/or operating costs above, the current estimates. If actual results are less favorable than we currentlyestimate, our business, results from operations, financial condition and liquidity could be materially adversely affected.

Wemay pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests,incur expenditure, and have uncertain returns.

We mayseek to expand through future acquisitions of either companies or properties. Future acquisitions may require us to expend significantamounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity.Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions andthe integration of acquired operations could disrupt our business by diverting management and employees’ attention awayfrom day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverseorganizations, integrating personnel with disparate backgrounds, and combining different corporate cultures.

Any futureacquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations aboutmineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires;(iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) theassumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about theoverall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas newto us; and (viii) the loss of key employees and/or key relationships at the acquired project.

At times,future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligenceprior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that fails to meet expectations,our business, results of operations, cash flows or financial condition may be materially adversely affected. The potential impairmentor complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earningsand could negatively affect our balance sheet.

Legalproceedings may arise from time to time.

Legalproceedings may arise from time to time. Such litigation may be brought from time to time in the future against us. Defense andsettlement costs of legal claims can be substantial, even with respect to claims that have no merit. Other than as disclosed elsewherein this prospectus, we are not currently subject to material litigation, nor have we received an indication that any materialclaims are forthcoming. However, due to the inherent uncertainty of the litigation process, we could become involved in materiallegal claims or other proceedings with other parties in the future. The results of litigation or any other proceedings cannotbe predicted with certainty. The cost of defending such claims may take away from management’s time and effort and if weare incapable of resolving such disputes favorably, the resultant litigation could have a material adverse impact on our financialcondition, cash flow and results from operation.

Landreclamation requirements may be burdensome.

Landreclamation requirements are generally imposed on companies with mining operations or mineral exploration companies to minimizelong-term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluentsor reasonably re-establish pre-disturbance landforms and vegetation. To carry out reclamation obligations imposed on us in connectionwith exploration, potential development, and production activities, we must allocate financial resources that might otherwisebe spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financialposition could be adversely affected.

Ifkey personnel leave our company, we would be harmed since we are heavily dependent upon them for all aspects of our activities.

We are heavilydependent on our officers and directors, the loss of whom could have, in the short-term, a negative impact on our ability to conductour activities and could cause additional costs from a delay in the exploration and development of our Lithium Lane Properties.

Theobligations associated with being a public company will require significant resources and management attention, and we will incurincreased costs because of becoming a public company.

As a publiccompany, we will face increased legal, accounting, administrative and other costs and expenses that we have not incurred as aprivate company, and we expect to incur additional costs related to operating as a public company. After the completion of thisoffering, we will be subject to the reporting requirements of the Exchange Act, which requires that we file annual and other reportswith respect to our business and financial condition, as well as the rules and regulations implemented by the SEC, the Sarbanes-OxleyAct, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, andthe listing requirements of Nasdaq (if our common shares are approved for listing), each of which imposes additional reportingand other obligations on public companies. As a public company, we will be required to, among other things:

We expectthese rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and publicdisclosure, which have created uncertainty for public companies, to increase legal and financial compliance costs and make someactivities more time consuming and costly. These laws, regulations and standards are subject to varying interpretations, in manycases, due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidanceis provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and highercosts necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing andevolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time andattention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business,financial condition and results of operations.

We alsoexpect that being a public company will make it more expensive for us to obtain director and officer liability insurance, andwe may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs mayrequire us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategicobjectives.

Weare subject to global economic risks.

In the eventof a general economic downturn or a recession, there can be no assurance that our business, financial condition, and results ofoperations would not be materially adversely affected. Moreover, the occurrence of unforeseen or extended catastrophic events,including the COVID-19 pandemic, and the emergence of a future pandemic or other widespread health emergency (or concerns overthe possibility of such an emergency), could create economic and financial disruptions. These types of challenges can impact commodityprices, including for lithium, as well as currencies and global debt and stock markets. As a result of the ongoing COVID-19 pandemic,or in the case of a future pandemic or other widespread health emergency, quarantine or other requirements or circumstances mayrequire the Company to change the way it conducts its business and operations, including require the Company to reduce or ceaseoperations at some or all its facilities for an indeterminate period. Furthermore, our critical supply chains may similarly bedisrupted for an indeterminate amount of time. All these factors could have a material impact on the Company’s business,operations, personnel and financial condition.

These typesof challenges may impact our ability to obtain equity, debt, or other financing on terms commercially reasonable to us, or atall. Additionally, these types of factors, as well as other related factors, may cause decreases in asset values that are deemedto be other than temporary, which may result in impairment losses. If these types of challenges occur, or if there is a materialdeterioration in general business and economic conditions, our operations could be adversely impacted, and the trading price ofour securities could be adversely affected.

The Company’sbusiness financial condition and results of operations may be further negatively affected by economic and other consequences fromRussia’s military action against Ukraine and the sanctions imposed in response to that action in late February 2022. Whilethe Company expects that any direct impacts of the pandemic and the war in the Ukraine will be limited, the indirect impacts onthe economy and on the mining industry and other industries in general could negatively affect our business and may make it moredifficult for us to raise equity or debt financing. There can be no assurance that the Company will not be impacted by futureadverse consequences that may be brought about on its business, results of operations, financial position, and cash flows in thefuture.

Our ability to managegrowth will have an impact on our business, financial condition, and results of operations.

Future growth may place strainson our financial, technical, operational and administrative resources and cause us to rely more on project partners and independentcontractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will dependon several factors, including:

We maynot be successful in upgrading our technical, operational, and administrative resources or increasing our internal resources sufficientlyto provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationshipswith project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or managegrowth may materially and adversely affect our business, results of operations and financial condition.

Risks Related to This Offeringand Ownership of Our Common Shares

Anactive trading market for our common shares may never develop or be sustained.

We haveapplied to list our common shares on Nasdaq. However, currently, in the United States, our common stock trades on the OTCQB. TheOTCQB is an inter-dealer, over-the-counter market that provides significantly less liquidity than other national or regional exchanges.Securities traded on the OTCQB are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts.The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCQB.Quotes for stocks listed on the OTCQB are not listed in newspapers. Therefore, prices for securities traded solely on the OTCQBmay be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisitionprice, or at any price.

We cannot predict at what prices ourcommon stock will trade and there can be no assurance that an active trading market will develop or be sustained. Commencing onDecember 12, 2011, our common stock began trading on the CSE. We have not developed other liquidity on this exchange, and we cannotguarantee that we will do so in the future. There is a significant liquidity risk associated with an investment in the Company.

We cannotassure you that an active trading market for our common shares will develop on Nasdaq or elsewhere or, if developed, that anymarket will be sustained. Accordingly, we cannot assure you of the likelihood that an active trading market for our common shareswill develop or be maintained, the liquidity of any trading market, your ability to sell your shares of our common shares whendesired, or the prices that you may obtain for your common shares.

Themarket price of our common shares may fluctuate, and you could lose all or part of your investment.

After thisoffering, the market price for our common shares is likely to be volatile, in part because our shares have not been traded publiclyon Nasdaq. In addition, the market price of our common shares may fluctuate significantly in response to several factors, mostof which we cannot control, including:

The publicoffering price of our common shares has been determined by negotiations between us and the underwriters based upon many factorsand may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price ofour common shares may prevent investors from being able to sell their common shares at or above the public offering price. Asa result, you may suffer a loss on your investment.

Theprice of our common shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups,may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult forprospective investors to assess the rapidly changing value of our common shares.

Therehave been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recentinitial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization companywith a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume,and less liquidity than large-capitalization companies. In particular, our common shares may be subject to rapid and substantialprice volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run-ups,may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult forprospective investors to assess the rapidly changing value of our common shares.

Inaddition, if the trading volumes of our common shares are low, persons buying or selling in relatively small quantities may easilyinfluence the price of our common shares. This low volume of trades could also cause the price of our common shares to fluctuategreatly, with large percentage changes in price occurring in any trading day session. Holders of our common shares may also notbe able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad marketfluctuations and general economic and political conditions may also adversely affect the market price of our common shares. Asa result of this volatility, investors may experience losses on their investment in our common shares. A decline in the marketprice of our common shares also could adversely affect our ability to issue additional common shares or other securities and ourability to obtain additional financing in the future. No assurance can be given that an active market in our common shares willdevelop or be sustained. If an active market does not develop, holders of our common shares may be unable to readily sell theshares they hold or may not be able to sell their shares at all.

Wemay not be able to satisfy listing requirements of the Nasdaq Capital Market or obtain or maintain a listing of our common shares.

If our commonshares are listed on the Nasdaq Capital Market, we must meet certain financial and liquidity criteria to maintain such listing.If we violate Nasdaq listing requirements, our common shares may be delisted. If we fail to meet any of Nasdaq’s listingstandards, our common shares may be delisted. In addition, our board of directors may determine that the cost of maintaining ourlisting on Nasdaq outweighs the benefits of such listing. A delisting of our common shares may materially impair our shareholders’ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the tradingmarket for, our common shares. The delisting of our common shares could significantly impair our ability to raise capital andthe value of your investment.

Wehave considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with whichyou may not agree.

The proceeds from this offering areto be used for resource development activities, technical studies and reports, general corporate purposes, and general businessexpenses. However, we have considerable discretion in the application of the proceeds. You will not have the opportunity, as partof your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of ourmanagement regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or otherpurposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds fromthis offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds”below for more information.

You will experience immediate and substantial dilution because of this offering.

As of December 31, 2022, our net tangiblebook value was approximately $(2,800,000) (US$(2,069,200), or approximately $(0.01) (US$(0.01)) per share. Since the effectiveprice per share of our common shares being offered in this offering is substantially higher than the net tangible book value pershare, you will suffer substantial dilution with respect to the net tangible book value of the common shares you purchase in thisoffering. Based on the assumed public offering price of US$ per share being sold in this offering forth on the cover page of thisprospectus, and our net tangible book value per share as of December 31, 2022, if you purchase shares in this offering, you willsuffer immediate and substantial dilution of US$ per share (or US$ per share if the underwriters exercise the over-allotment optionin full) with respect to the net tangible book value of the common shares. See the section titled “Dilution”for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

Wedo not expect to declare or pay dividends in the foreseeable future.

We do notexpect to declare or pay dividends in the foreseeable future as we anticipate that all cash will be used to grow our business.Therefore, holders of our common shares will not receive any return on their investment unless they sell their securities, andholders may be unable to sell their securities on favorable terms or at all.

Ifsecurities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market priceand market trading volume of our common shares could be negatively affected.

Any tradingmarket for our common shares may be influenced in part by any research reports that securities industry analysts publish aboutus. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industryanalysts commence coverage of us, the market price and market trading volume of our common shares could be negatively affected.In the event we are covered by analysts, and one or more of such analysts downgrade our shares, or otherwise reports on us unfavorably,or discontinues coverage of us, the market price and market trading volume of our common shares could be negatively affected.

Thesale of shares by our directors and senior officers may adversely affect the market price for our shares.

Sales ofsignificant amounts of common shares held by our senior officers and directors, or the prospect of these sales, could adverselyaffect the market price of our common shares. Management’s stock ownership may discourage a potential acquirer from makinga tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholdersfrom realizing a premium over our stock price.

Ourcommon shares may be traded infrequently and in low volumes, which may negatively affect the ability to sell shares.

Our commonshares may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common sharesat or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a numberof factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutionalinvestors and others in the investment community who can generate or influence sales volume, and that even if we came to the attentionof such institutionally oriented persons, they tend to be risk-averse in this environment and would be reluctant to follow anearly stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more advancedand viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent,as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuoussales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public tradingmarket for our common shares will develop or be sustained. Due to these conditions, we can give you no assurance that you willbe able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares. Further,institutional and other investors may have investment guidelines that restrict or prohibit investing in securities traded in theover-the-counter market. These factors may have an adverse impact on the trading and price of our securities and could resultin the loss by investors of all or part of their investment.

Youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against usor our management named in the prospectus based on foreign laws.

We are incorporatedin the Province of British Columbia, Canada under The Corporations Act (British Columbia). We conduct our operations outside theUnited States and substantially all of our assets are located outside the United States. In addition, many of our directors andexecutive officers and the experts named in this prospectus reside outside the United States, and a significant amount of theirassets are located outside the United States. As a result, service of process upon such persons may be difficult or impossibleto effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all the assetsof our directors and officers and the Canadian experts named herein, are located outside of the United States, any judgment obtainedin 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 Canada, provincial and territorial reciprocalenforcement of judgments legislation sets out the procedure for registering foreign judgments and this procedure varies dependingon the province or territory of the enforcing court. If a foreign judgment originates from a jurisdiction not captured by theapplicable provincial or territorial reciprocal enforcement of judgments or enforcement of foreign judgments legislation, theforeign judgment may be capable of enforcement at common law and the party seeking to enforce the foreign judgment must commencenew proceedings in the domestic or enforcing court. For more information regarding the relevant laws of Canada, see “Enforceabilityof Civil Liabilities.”

Weare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisionsapplicable to U.S. domestic public companies.

Becausewe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules andregulations in the United States that are applicable to U.S. domestic issuers, including:

Upon thecompletion of this offering, we will be required to file an annual report on Form 20-F within four months of the end of each fiscalyear. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rulesand regulations of Nasdaq Press releases relating to financial results. Material events will also be furnished to the SEC on Form6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely comparedto that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protectionsor information that would be made available to you were you investing in a U.S. domestic issuer.

Asa foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicableto domestic U.S. issuers. This may afford less protection to holders of our shares.

We are exemptedfrom certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer,we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements ofNasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers.For instance, we are not required to:

Althoughwe do not currently intend to rely on these “home country” exemptions, we may rely on some of these exemptions inthe future. As a result, our shareholders may not be provided with the benefits of certain corporate governance requirements ofNasdaq.

Wemay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussedabove, we are a foreign private issuer, and therefore, we are not required to comply with all the periodic disclosure and currentreporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last businessday of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be madewith respect to us on June 30, 2023.

In thefuture, we would lose our foreign private issuer status if, among others, (1) more than 50% of our outstanding voting securities,which we intend to determine based on the voting power of our common shares and high voting shares on a combined basis are directlyor indirectly held of record by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens orresidents, more than 50% of our assets are located in the United States or our business is administered principally in the UnitedStates. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registrationstatements on U.S. domestic issuer forms including consolidated financial statements prepared under US GAAP, and which are moredetailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S.federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profitdisclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptionsfrom certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is nota foreign private issuer, we would incur significant additional legal, accounting and other expenses that we would not incur asa foreign private issuer. These expenses would relate to, among other things, the obligation to present our financial informationin accordance with U.S. GAAP in the future. Additionally, a loss of our foreign private issuer status would divert our management’sattention from other business concerns, which could have a material adverse effect on our business, financial condition, resultsof operations and prospects.

Futureissuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expirationof lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could causethe market price of our common shares to decline and would result in the dilution of your holdings.

Futureissuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expirationof lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could causethe market price of our common shares to decline. We cannot predict the effect, if any, of future issuances of our securities,or the future expirations of lock-up agreements, on the price of our common shares. In all events, future issuances of our commonshares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur,or the perception that locked-up parties will sell their securities when the lockups expire, could adversely affect the marketprice of our common shares. In connection with this offering, we will enter into a lock-up agreement that prevents us, subjectto certain exceptions, from offering additional shares for up to 180 days after the closing of this offering, as further describedin the section titled “Underwriting.” In addition to any adverse effects that may arise upon the expirationof these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If therestrictions under the lock-up agreements are waived, our common shares may become available for resale, subject to applicablelaw, including without notice, which could reduce the market price for our common shares.

Futureissuances of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuancesof preferred shares, which could rank senior to our common shares for the purposes of dividends and liquidating distributions,may adversely affect the level of return you may be able to achieve from an investment in our common shares.

In the future,we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debtsecurities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets priorto any distributions being made to holders of our common shares. Moreover, if we issue preferred shares, the holders of such preferredshares could be entitled to preferences over holders of common shares in respect of the payment of dividends and the payment ofliquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money fromlenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount,timing or nature of any such future offerings or borrowings. Holders of our common shares must bear the risk that any future offeringswe conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investmentin our common shares.

We expectto be a “passive foreign investment company”, which may have adverse U.S. federal income tax consequences for U.S.investors.

We believewe were a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297 of the U.S.Internal Revenue Code of 1986, as amended (the “Code”) for our most recently completed taxable year and based on thenature of our business, the projected composition of our gross income and the projected composition and estimated fair market valuesof our assets, we expect to be a PFIC for our current taxable year and may be a PFIC in subsequent tax years. If we are a PFICfor any year during a U.S. taxpayer’s holding period of common shares, then such U.S. taxpayer generally will be requiredto treat any gain realized upon a disposition of the common shares or any so-called ‘‘excess distribution’’received on its common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certaincircumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition,or the amount of excess distribution received, by the U.S. taxpayer. Subject to certain limitations, these tax consequences maybe mitigated if a U.S. taxpayer makes a timely and effective QEF Election (as defined below) or a Mark-to-Market Election (as definedbelow). U.S. taxpayers should be aware that there can be no assurances that we will satisfy the record keeping requirements thatapply to a QEF (as defined below), or that we will supply U.S. taxpayers with information that such U.S. taxpayers are requiredto report under the QEF rules, in the event that we are a PFIC. Thus, U.S. Holders may not be able to make a QEF Election withrespect to their common shares. A U.S. taxpayer who makes a Mark-to-Market Election generally must include as ordinary income eachyear the excess of the fair market value of the common shares over the taxpayer’s basis therein. This paragraph is qualifiedin its entirety by the discussion above under the heading “Material United States and Canadian Income Tax Considerations— U.S. Federal Income Taxation Considerations — Passive Foreign Investment Company Rules.” Each potentialinvestor who is a U.S. taxpayer should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition,ownership, and disposition of the common shares.

Proposedlegislation in the U.S. Congress, including changes in U.S. tax law, and the Inflation Reduction Act of 2022 may adversely impactus and the value of the common shares.

Changes to U.S. tax laws (which changesmay have retroactive application) could adversely affect us or holders of the common shares. In recent years, many changes to U.S.federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continueto occur in the future.

The U.S. Congress is currently consideringnumerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adverselyimpact our financial performance and the value of the common shares. Additionally, states in which we operate or own assets mayimpose new or increased taxes. If enacted, most of the proposals would be effective for the current or later years. The proposedlegislation remains subject to change, and its impact on us and purchasers of the common shares is uncertain.

In addition, the Inflation ReductionAct of 2022 includes provisions that will impact the U.S. federal income taxation of corporations. Among other items, this legislationincludes provisions that will impose a minimum tax on the book income of certain large corporations and an excise tax on certaincorporate stock repurchases that would be imposed on the corporation repurchasing such stock. It is unclear how this legislationwill be implemented by the U.S. Department of the Treasury and we cannot predict how this legislation or any future changes intax laws might affect us or purchasers of the common shares.

Weare an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerginggrowth companies will make our common shares less attractive to investors.

Uponthe completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result,we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions includeexemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment ofthe emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act alsoprovides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company candelay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We haveelected to take advantage of the benefits of this extended transition period. Our consolidated financial statements maytherefore not be comparable to those of companies that comply with such new or revised accounting standards.

We willremain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annualgross revenues of at least US$1.235 billion; (ii) the last dayof our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, duringthe preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemedto be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common sharesthat are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscalquarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussedabove.

Becausewe will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies thatare not emerging growth companies, our shareholders could receive less information than they might expect to receive from moremature public companies. We cannot predict if investors will find our common shares less attractive if we elect to rely on theseexemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price ofour common shares.

There may be deficiencies with our internal controlsthat require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions by theSEC.

We are exposed to potential risks fromlegislation requiring companies to evaluate internal controls under Section 404A of the Sarbanes-Oxley Act of 2002. As a smallerreporting company and emerging growth company, we will not be required to provide a report on the effectiveness of our internalcontrols over financial reporting until our second annual report, and we will be exempt from the auditor attestation requirementsconcerning any such report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluatedwhether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in ourinternal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not ableto meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigationby regulatory authorities, such as the SEC.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectuscontains forward-looking statements that are based on our management’s beliefs and assumptions and on information currentlyavailable to us. All statements other than statements of historical facts are forward-looking statements. The forward-lookingstatements are contained principally in, but not limited to, the sections entitled “Prospectus Summary,” “RiskFactors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”and “Business.” These statements relate to future events or to our future financial performance and involveknown and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance orachievements to be materially different from any future results, levels of activity, performance or achievements expressed orimplied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In somecases, 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 unduereliance 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 materiallyfrom current expectations include, among other things, those listed under the heading “Risk Factors” and elsewherein 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-lookingstatement is a guarantee of future performance.

This prospectusalso contains certain data and information, which we obtained from various government and private publications. Although we believethat the publications and reports are reliable, we have not independently verified the data. Statistical data in these publicationsincludes projections that are based on several assumptions. If any one or more of the assumptions underlying the market data islater found to be incorrect, actual results may differ from the projections based on these assumptions.

The forward-lookingstatements made in this prospectus relate only to events or information as of the date on which the statements are made in thisprospectus. Although we will become a public company after this offering and have ongoing disclosure obligations under UnitedStates federal securities laws, we do not intend to update or otherwise revise the forward-looking statements in this prospectus,whether because of new information, future events or otherwise.

USEOF PROCEEDS

Afterdeducting the estimated underwriters’ discounts andoffering expenses payable by us, we expect to receive net proceeds of approximately US$              from this offering (or approximately US$               ifthe underwriters exercise the over-allotment option in full), based on an assumed public offering price of US$              per share set forth on the cover page of this prospectus.

We planto use the net proceeds of this offering as follows:

EachUS$1.00 increase or decrease in the assumed public offering price of US$              per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increasethe net proceeds that we receive from this offering by approximately US$               ,assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and afterdeducting the estimated underwriting discounts and non-accountable expenseallowance payable by us.

The foregoingrepresents our current intentions to use and allocate the net proceeds of this offering based upon our present plans and businessconditions. Our management, however, will have broad discretion in the way that we use the net proceeds of this offering. Pendingthe final application of the net proceeds of this offering, we intend to invest the net proceeds of this offering in short-term,interest-bearing, investment-grade securities. See “Risk Factors—Risks Related to This Offering and Ownership ofOur Common Shares—We have considerable discretion as to the use of the net proceeds from this offering and we may use theseproceeds in ways with which you may not agree.”

Pendingour use of the net proceeds from this offering, we may invest the net proceeds in a variety of capital preservation investments,including short-term, investment grade, interest bearing instruments and U.S. government securities.

DIVIDENDPOLICY

We havenever declared or paid cash dividends on our common shares. We currently intend to retain all available funds and any future earningsfor use in our exploration business and do not anticipate paying any cash dividends on our common shares soon. We may also enterinto credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividendson our common shares. Any future determination to declare dividends will be made at the discretion of our board of directors andwill depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditionsand other factors that our board of directors may deem relevant. Further, under the terms of the BCBCA, we are prohibited fromdeclaring or paying a dividend if our board has reasonable grounds for believing that we are, or would after the payment be, unableto pay our liabilities as they become due, or the realizable value of our assets would thereby be less than the aggregate of ourliabilities and stated capital. See also “Risk Factors— RisksRelated to This Offering and Ownership of Our Common Shares—We do not expectto declare or pay dividends in the foreseeable future.”

CAPITALIZATION

The followingtable sets forth our cash and capitalization as of December 31, 2022:

Thepro forma information below is illustrative only and our capitalization following the completion of this offering is subjectto adjustment based on the public offering price of our common shares and other terms of this offering determined at pricing.You should read this table together with our consolidated financial statements and the related notes included elsewhere inthis prospectus and the information under “Management’s Discussion and Analysis of Financial Condition andResults of Operations.”

If theunderwriters exercise the over-allotment option in full, each of our as adjusted cash, share capital, totalshareholders’ equity and total capitalization would be US$          , US$         , US$          , US$          , respectively.

Each US$1.00increase or decrease in the assumed offering price per share of US$          , assuming no change in the number of shares to be sold, wouldincrease or decrease the net proceeds that we receive in this offering and each of total shareholders’ equity and totalcapitalization by approximately US$          and US          , respectively, if the underwriters exercise the over-allotment option in full), afterdeducting (i) estimated underwriter discounts, (ii) non-accountable expense allowance of          and (iii) offering expenses, in eachcase, payable by us.

The tableabove excludes the following shares:

DILUTION

If you investin our common shares, your interest will be diluted to the extent of the difference between the public offering price per commonshare and our net tangible book value per common share after this offering. Dilution results from the fact that the assumed publicoffering price per common share is substantially in excess of the net tangible book value per common share attributable to theexisting shareholders for our presently outstanding common shares.

Our net tangible book valuewas approximately $(2,800,000) US$((2,069,200)), or approximately $(0.01) (US$(0.01)) per common share, as of December 31, 2022 basedon the number of common shares outstanding as of that date. Our net tangible book value represents the amount of our total consolidatedtangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible bookvalue per share after giving effect to this offering.

Aftergiving effect to our sale of          common shares in this offering at an assumedpublic offering price of US$          per share, which is the midpoint of the estimatedoffering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts,non-accountable expense allowance and estimated offering expenses, our pro forma as adjusted net tangible book value as of June30, 2022 would have been approximately US$          , or approximately US$         per share. This amount represents an immediate increase in pro forma net tangible book value of US$         per share to existing shareholders and an immediate dilution in pro forma net tangible book value of US$         per share to purchasers of our common shares in this offering, as illustrated in the following table.

If the underwritersexercise their over-allotment option in full, the pro forma as adjusted net tangible book value per common share, as adjustedto give effect to this offering, would be US$          per share, and the dilution in pro forma net tangible book value per share to newinvestors purchasing common shares in this offering would be US$          per share.

A $1.00increase (decrease) in the assumed public offering price of US$          per share, which is the midpoint of the estimated offering pricerange set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value after givingeffect to the offering by US$          , the net tangible book value per common share after giving effect to this offering by US$          per commonshare and the dilution in net tangible book value per common share to new investors in this offering by US$          per common share,assuming no change to the number of common shares offered by us as set forth on the cover page of this prospectus, no exerciseof over-allotment option and after deducting underwriting discounts, non-accountable expense allowance and estimated offeringexpenses payable by us.

The proforma information discussed above is illustrative only. Our net tangible book value following the completion of this offeringis subject to adjustment based on the actual public offering price of our common shares and other terms of this offering determinedat pricing.

The following table summarizes the differencesbetween our existing shareholders and the new investors with respect to the number of common shares purchased from us in this offering,the total consideration paid and the average price per common share paid at an assumed public offering price of US$ per share,which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and before deductingestimated underwriting discounts, non-accountable expense allowance and estimated offering expenses (assuming no exercise of theover-allotment option). As the table shows, new investors purchasing shares in this offering may in certain circumstances pay anaverage price per share substantially higher than the average price per share paid by our existing shareholders.

The tables above exclude the followingshares:

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysissummarize the significant factors affecting our operating results, financial condition, liquidity and cash flows of our companyas of and for the periods presented below. The following discussion and analysis should be read in conjunction with our consolidatedfinancial statements and the related notes thereto included elsewhere in this prospectus. The discussion contains forward-lookingstatements that are based on the beliefs of management, as well as assumptions made by, and information currently available to,our management. Actual results could differ materially from those discussed in or implied by forward-looking statements becauseof various factors, including those discussed below and elsewhere in this prospectus, particularly in the sections titled “RiskFactors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The consolidated financial statementsfor the years ended March 31, 2022, and 2021 and for the three months ended December 31, 2022 and 2021 are prepared pursuant toIFRS and in accordance with the standards of the U.S. Public Company Accounting Oversight Board. As permitted by the rules ofthe SEC for foreign private issuers, we do not reconcile our consolidated financial statements to U.S. generally accepted accountingprinciples.

This management’s discussionand analysis of financial condition and results of operations (“MD&A”) was prepared as of December 31, 2022 andshould be read in conjunction with the unaudited condensed interim consolidated financial statements of Foremost Lithium Resource& Technology Ltd. for the period ended December 31, 2022 with the related notes thereto. The condensed interim consolidatedfinancial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Allfigures are in Canadian dollars, unless otherwise noted.

Overview

We are anexploration stage company engaged in lithium exploration in the Province of Manitoba, Canada focused and committed to become oneof the first North American companies to produce SC6 used to produce high quality battery-grade LiOH. LiOH is a strategic batterymineral mainly consumed in the production of cathode materials for Li-ion batteries. Li-ion batteries power the daily use of consumerelectronics, enable electrification of the transportation sector, and provide stationary grid storage, critical to developinga clean-energy economy.

Overall Performance

Foremost Lithium Resource & TechnologyLtd. (formerly FAR Resources Ltd.) was incorporated under the BCBCA on July 7, 2005 (Number: BC0729352). The Company changed itsname to Foremost Lithium Resource & Technology Ltd. on January 4, 2022. The Company currently has two wholly owned subsidiaries,Sequoia Gold & Silver Ltd., a British Columbia Company (“Sequoia”), and Sierra Gold & Silver Ltd, a New Mexicocompany (“Sierra”). Sequoia is inactive and has no assets. Sierra holds the Company’s Winston property in NewMexico, USA.

Our corporateaddress is Suite 2500 - 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3 Canada. Our company email address is info@foremostlithium.com.Our registered office is located at Suite 2500 - 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3 Canada. Our agentfor service of process in the United States is Cogency Global Inc., located at 122 East 42^nd Street, 18th Floor, NewYork, N.Y. 10168.

Our primaryfocus is currently conducting exploration for lithium at our Lithium Lane Properties. Our objective is to develop a world-classlithium mine in the mining friendly Canadian province of Manitoba and to provide SC6 to LiOH producers in North America, strategicallylocated to supply the U.S. “Auto Alley” and the European battery market via our nearby access to the Hudson Bay Railwayand the Port of Churchill. With our commitment to the environment, corporate social responsibility, and sustainability, we aimin the longer term to derive substantial revenues from the sale of SC6 to LiOH producers that sell to the growing electric vehicleand stationery (e.g., residential, utility and industrial) battery storage markets in the U.S. and abroad. With access to renewableenergy produced in Manitoba, we expect to supply lithium processed exclusively with the benefit of power produced from fully sustainable,local sources.

RecentDevelopments

LittleGranite 

Our Company successfully negotiatedthe final cash payment required to exercise its option on the Little Granite Claims in October 2022 from $380,000USD to $75,000USDwhich has was satisfied through the issuance of a non-interest-bearing promissory note to an arm’s length vendor. An initial $25,000USDpayment was made on October 15, 2022 and the final two $25,000USD payments are due on April 15, 2023 and October 15, 2023. Followingthese amendments, Foremost Lithium has acquired The Little Granite Property for an aggregate consideration of $186,000USD, versusaggregate consideration of $434,000USD under the original terms.

HiddenLake

ForemostLithium completed the sale of its 60% interest in the Hidden Lake Project in Yellowknife, NWT for $3.5 million cash to YoussaPTY Ltd., to an Australian private company on December 1, 2022. The transaction was completed pursuant to the terms and conditionsof the signed and binding term sheet entered between the parties, previously signed on November 7, 2022. The Hidden Lake Projectthat was purchased from our company consists of five contiguous mineral claims, with at least 10 lithium-bearing spodumene pegmatitedykes across 4,100 acres situated in the prolific Yellowknife Pegmatite District NWT.

Emerging Growth Company

Uponthe completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result,we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions includeexemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment ofthe emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act alsoprovides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company candelay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We haveelected to take advantage of the benefits of this extended transition period. Our consolidated financial statements maytherefore not be comparable to those of companies that comply with such new or revised accounting standards.

We willremain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annualgross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completionof this offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion innon-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the ExchangeAct, which could occur if the market value of our common shares that are held by non-affiliates exceeds US$700 million as of thelast business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we willnot be entitled to the exemptions provided in the JOBS Act discussed above.

Results of Operations

Comparisonof the year ended March 31, 2022, and 2021

During the year ended March31, 2022, the Company earned no revenue and had a comprehensive loss of $4,150,922 (US$3,667,532) compared to $2,612,308 (US$1,708,796)for the year ended March 31, 2021.

Total expenses for the yearended March 31, 2022, were $4,073,745 (US$3,010,498) compared to $2,627,643 (US$1,941,829) for the corresponding year ended March31, 2021.

The table below details the significantchanges in major expenditures from 2022 and 2021.

During theyear ended March 31, 2022, the Company recorded loss resulting from forgiveness of debt of $93,658 (US$69,213) compared to $Nilfor the corresponding year ending March 31, 2021. The increase was due to the Company reaching a settlement agreement with a vendorregarding an outstanding balance during the current year.

The Companyincurred $Nil unrealized loss on long-term investments during the year ended March 31, 2022, compared to $3,000 (US$2,217) forthe corresponding year ending March 31, 2021, related to the value of certain shares of Alchemist Mining Inc. being held by theCompany for investment purposes. See Note 4 of the Company’s Financial Statements accompanying this MD&A.

Summaryof Annual Results 

Note 1: During the year, managementdetermined that there was an error pertaining to exploration and evaluation and accounts payable and accrued liabilities. Thiserror was a result of the under accrual of option payments required on the Company’s Winston mineral property. The impactto increase assets compared to the previously reported submitted to the SEC on September 15, 2022, are: 2021: $231,555 (US$171,119);2020: $216,354 (US$159,886).

During the year ended March31, 2022, loss and comprehensive loss increased to $4,150,922 (US$3,067531) compared to $2,612,308 (US$1,930,496) for the yearended March 31, 2021. The increase was primarily due to increased personnel due to change in management and granting of optionsduring the current year. During the year ended March 31, 2022, total assets increased to $7,918,078 (US$5,851,461) compared to$6,924,574 (US$5,117,260) for the year ended March 31, 2021. The increase was primarily due to prepaid expenses and deposits atyear end due to timing and terms of payment and exploration expenditures incurred on all three properties the Company owns.

During the year ended March31, 2021, total assets increased to $6,924,574 (US$5,117,260) compared to $5,936,601 (US$4,387,148) for the year ended March 31,2020. The increase was primarily due to issuing of common shares pursuant to the completion of private placements and exerciseof options and warrants and acquisition costs, geological and consulting services incurred during the year at the Winston property.

Comparison of the nine monthsended December 31, 2022 and 2021

During the nine-month period endedDecember 31, 2022, the Company earned no revenue and had a comprehensive income of $634,626 (US$ 468,989), compared to a lossof $1,116,491 (US$825,086) for the corresponding period ended December 31, 2021.

Total expenses before other items for theperiod ended December 31, 2022, were $3,455,990 (US$2,553,977)compared to $1,212,979 (US$896,392) for the corresponding period ended December 31, 2021.

The table below details the significant changes in major expenditures from 2022 and2021.

The Companyincurred $4,000 (US$2,956) unrealized loss on long-term during the period ended December 31, 2022 (March 31, 2022 - $Nil) comparedto $Nil for the corresponding nine months ended December 31, 2021, related to the value of certain shares of Alchemist MiningInc. being held by the Company for investment purposes. See Note 4 of the Company’s Financial Statements accompanying thisMD&A.

During the period ended December 31,2022, the Company completed the sale of its 60% interest in its Hidden Lake Project in Yellowknife, NWT to Youssa PTY Ltd., anAustralian private Company resulting in a gain on sale of property of $3,500,000 (US$2,586,500).

Comparison of the three months ended December 31, 2022,and 2021

During the three-month period endedDecember 31, 2022, the Company earned no revenue and had a comprehensive income of $2,154,228 (US$1,591,974) (2021 – lossof $746,581) (US$551,724).

Total expenses before other items forthe three-month period ended December 31, 2022, were $1,814,129 (US$1,340,641) compared to $826,797 (US$611,002) for the correspondingperiod ended December 31, 2021.

The table below details the significant changes in majorexpenditures from 2022 and 2021.

Summaryof Quarterly Results

A summary of selected financialinformation for the eight most recently completed quarters is set out below and should be read in conjunction with the Company’sconsolidated Interim Financial Statements and related notes for such periods (Note 2):

Note 1: Based on the weightedaverage number of common shares outstanding during the period.

Note 2: During the year, managementdetermined that there was an error pertaining to exploration and evaluation and accounts payable and accrued liabilities. Thiserror was a result of the under accrual of option payments required on the Company’s Winston mineral property. Quarterlytotal assets and total liabilities have been restated as compared to the amounts reported in our previously issued quarterly MD&Aand condensed quarterly financial statements. There were no impacts onoperating income or net income from these changes, and no changes in working capital and cash flow.

During the quarter ended December31, 2022, expenses increased to $1,814,129 (US$1,340,713) compared to $882,298 (US$652,018) for the quarter ended September 30,2022. The increase was primarily attributable to management fees of $189,000(US$139,671), (September 30, 2022 - $83,251), (US$61,522),professional fees of $676,854(US$500,195) (September 30, 2022 - $359,961) (US 266,011), and share-based payments of $776,916 (US$574,141),(September 30, 2022 - $208,426),(US$154,027).

During the quarterended September 30, 2022, expenses increased to $882,298 (US$652,018) compared to $759,563 (US$561,317) for the quarter endedJune 30, 2022. The increase was primarily attributable to investor relations of $67,967 (US$50,227) (June 30, 2022 - $28,252)(US$20,878), management fees of $83,251 (US$61,522), (June 30, 2022 - $56,318) (US$41,619), and professional fees of $359,961(US$266,011) (June 30, 2022 - $154,214) (US$113,964).

During the quarterended June 30, 2022, expenses decreased to $759,563 (US$561,371) compared to $2,860,767 (US$2,114,106), for the quarter endedMarch 31, 2022. The decrease was primarily attributable to management fees of $56,318 (US$41,619), (March 31, 2022 - $61,885)(US$45,733), share-based payments of $331,548 (US$245,014) (March 31, 2022 - $2,333,019) (US$1,724,101) and forgiveness of debt$Nil (March 31, 2022 - $100,355) (US$74,162)

During the quarterended March 31, 2022, expenses increased to $2,860,767 (US$2,114,106) compared to $826,797 (US$611,003) for the quarter endedDecember 31, 2021. The increase was primarily attributable to management fees of $61,885 (US$45,733) (December 31, 2021 - $213,179)(US$157,539) share-based payments of $2,333,019 (US$1,724,101) (December 31, 2021 - $149,200) (US$110,259) and forgiveness ofdebt $100,355 (US$74,162) (December 31, 2021 - $Nil).

During the quarterended December 31, 2021, expenses increased to $826,797 (US$611,003) compared to $128,491 (US$94,955) for the quarter ended September30, 2021. The increase was primarily attributable to investor relations of $137,434 (US$101,563) (September 30, 2021 - $14,003)(US$10,348) due to the Company’s effort to raising awareness in the market, management fees of $213,179 (US$157,539) (September30, 2021 - $50,100) (US$37,024) professional fees of $143,049 ($US105,713) (September 30, 2021 - $21,858) (US$16,153) due to anincrease in legal fees relating to the replacement of the board of directors and change in management and share-based paymentsof $149,200 (US$110,259) (September 30, 2021 - $Nil) for options granted.

During the quarter ended September30, 2021, expenses decreased to $128,491 (US$94,954) compared to $257,690 (US$190,433) for the quarter ended June 30, 2021. Thedecrease was primarily attributable to consulting of $16,711 (US$12,349) (June 30, 2021 - $73,656) (US$54,431), due to the timingof consulting fees recorded, investor relations of $14,003 (US$10,348), (June 30, 2021 - $70,000) (US$51,730) and professionalfees of $21,858 (US$16,153) (June 30, 2021 - $41,753) (US$30,855).

During the quarterended June 30, 2021, expenses decreased to $257,690 (US$190,433) compared to $1,341,394 (US$991,290) for the quarter ended March31, 2021. The decrease was primarily attributable to investor relations of $70,000 (US$51,730) (March 31, 2021 - $200,175), (US$147,929)office of $12,137 (US$8,969) (March 31, 2021 - $178,668) (US$132,035) due to interest expenses on the outstanding balance of accountspayable during the comparative period and share-based payments of $Nil (March 31, 2021 - $800,801), (US$591,791) for options granted.

Liquidity and Capital Resources

These consolidatedfinancial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assetsand discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2022, the Companyhas had significant losses. In addition, the Company has not generated revenues from operations. The Company has financed itsoperations primarily through the issuance of common shares and short-term loans. The Company continues to seek capital throughvarious means including the issuance of equity and/or debt. These circumstances cast significant doubt as to the ability of theCompany to meet its obligations as they come due, and accordingly, the appropriateness of the use of accounting principles applicableto a going concern. These consolidated financial statements do not include adjustments to amounts and classifications of assetsand liabilities that might be necessary should the Company be unable to continue operations.

In March2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a materialadverse effect on the global economy and specifically, the regional economies in which the Company operates. The pandemic couldresult in delays during business, including potential delays to its business plans and activities, and continue to have a negativeimpact on the stock market, including trading prices of the Company’s shares and its ability to raise new capital. Theseuncertainties raise substantial doubt upon the Company’s ability to continue as a going concern and realize its assets andsettle its liabilities and commitments in the normal course of business.

The Company’sbusiness financial condition and results of operations may be further negatively affected by economic and other consequences fromRussia’s military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts, of the pandemic and the war in the Ukraine, to the business to be limited, the indirectimpacts on the economy and on the mining industry and other industries in general could negatively affect the business and maymake it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impactedby adverse consequences that may be brought about on its business, results of operations, financial position, and cash flows inthe future.

Inorder to continue as a going concern and to meet its corporate objectives, the Company will require additional financing throughdebt or equity issuances or other available means. Although the Company has been successful in the past in obtaining financing,there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on termsadvantageous to the Company.

Net cash used in operating activitiesfor the period ended December 31, 2022 was $2,101,353(US$1,552,900) compared to $769,578 (US$568,718) used during the period endedDecember 31, 2021. The difference was primarily due to the $3,500,000 sale of a property, share-based payment expense relatedto options and PSU’s and changes in non-cash working capital items.

Net cash provided by investing activitiesfor the period ended December 31, 2022 was $338,317, (US$250,016) compared to $548,688 (US$405,480) used during the period endedDecember 31, 2021, and consisted of acquisition costs and property expenditures during the period.

Net cash provided by financing activitiesfor the period ended December 31, 2022 was $3,840,027 (US$2,837,780) compared to $1,346,469 (US$995,041) during the period ended December31, 2021. The increase was due to proceeds from loan proceed, private placements and from warrants and options exercised duringthe current period.

TheCompany is continuing its exploration program and will use its available working capital to continue this work. It is likely thatthe Company will need to obtain additional debt/equity financing in order to carry out further exploration programs on its propertiesdepending on the results of recent exploration and to satisfy its business and property commitments for the ensuing year. TheCompany intends to rely on equity or debt financing from arm’s length parties to fund its operations for the upcoming year.The Company may find it necessary to issue shares to settle some of its existing debt obligations. There are no assurances thatthe Company will be successful in raising the necessary funds to maintain its current operations and explore its properties oncommercially reasonable terms or at all.

CAPITAL RESOURCES

As of the dateof this prospectus, the Company is continuing its exploration programson the Zoro, Jean Lake and Grass River Lithium Projects. The Company intends to use available working capital and may issue additionalcommon shares to cover the cost of this program.

The Company alsohas certain ongoing option/property payments and maintenance fees/taxes associated with its Zoro, Jean Lake, and Grass River LithiumProjects; and the Winston Property as more particularly described in “Overall Performance” above.

Duringthe period ended December 31, 2022, significant non-cash investing and financing transactions included:

During the period ended December 31, 2021, significant non-cashinvesting and financing transactions included:

During the yearended March 31, 2023, the Company also paid:

During the year ended March 31, 2023,the Company entered into a loan agreement with a related party to borrow $1,145,520, inclusive of a prior advance of $145,520 (“InitialAdvance”) included in short-term loans payable owing to a director of the Company. During the year ended March 31, 2023,the loan accrued interest at a rate of 8.35% (subsequently amended on May 1, 2023 to 11.35%), payable monthly, and matures on May10, 2023 (subsequently amended to May 10, 2023). The loan is secured against all goods of the Company. The Company paid or accruedan aggregate of $86,478 in interest during the year ended March 31, 2023. As at March 31, 2023, the Company owed $1,143,998 ofprincipal.

The amounts due to relatedparties included in accounts payable and accrued liabilities are as follows:

Related Party Performance Share Units

For performance-based stock optionswith a market condition, a Monte Carlo simulation model is used to determine the fair value. The Monte Carlo model utilizes multipleinput variables that determine the probability of satisfying the market conditions stipulated in the award. The expense recognizedfor performance-based options is based on an estimation of the probability of achieving the market condition and the timing ofthe achieving of the market condition, which is difficult to predict. The following assumptions were used at the time of grant:

Effective January 17, 2022, amendedSeptember 7, 2022, the Company’s board of directors adopted a performance-based share unit plan (the “PSU Plan”)which reserved a fixed aggregate of 17,169,535 common shares (being 10% of the Company’s then issued and outstanding commonshares”) for issuance upon the redemption of performance-based share award units (each a “PSU”). Under the termsof the PSU Plan, the Company is required to obtain shareholder approval for the PSU Plan within 3 years after its adoption, andat least every three years thereafter. Any PSUs issued are subject to a four-month hold from date of issue.