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Snow Lake (NASDAQ: LITM) advances Global Uranium acquisition plans

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Form Type
6-K

Rhea-AI Filing Summary

Snow Lake Resources Ltd., doing business as Snow Lake Energy, reports that its acquisition of Global Uranium and Enrichment Limited (GUE) is advancing toward completion after receiving all required shareholder and court approvals.

At GUE’s scheme meetings on January 27, 2026, 93.02% of shareholders present and voting supported the share scheme resolution, representing 99.19% of votes cast. Optionholders unanimously supported the option scheme, with 100% of votes in favour.

On February 3, 2026, the Federal Court of Australia approved both the share and option schemes, with the schemes to become legally effective once orders are lodged with regulators on February 4, 2026. GUE shares are expected to be suspended from ASX trading after that date and delisted on February 16, 2026, when new Snow Lake shares are scheduled to begin trading on Nasdaq.

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Insights

Snow Lake secures approvals to absorb GUE via share-based schemes.

Snow Lake Resources has cleared key hurdles to acquire all remaining shares of Global Uranium and Enrichment Limited through Australian court-approved share and option schemes. Consideration will be paid in new Snow Lake shares and related scheme securities rather than cash.

The GUE meetings on January 27, 2026 showed very strong support, with 93.02% of shareholders present (99.19% of votes cast) backing the share scheme and optionholders voting 100% in favour. The February 3, 2026 Federal Court approval removes a major legal contingency.

Key implementation dates include the schemes becoming effective after lodgment on February 4, 2026, the record date on February 6, 2026, and issuance of scheme consideration on February 13, 2026. GUE is expected to be delisted and new Snow Lake shares to start Nasdaq trading on February 16, 2026, completing the migration of GUE holders into Snow Lake’s shareholder base.


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-41085

SNOW LAKE RESOURCES LTD.
(Translation of registrant's name into English)

360 Main St 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [   ] Form 40-F


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  SNOW LAKE RESOURCES LTD.
  (Registrant)
     
Date: February 3, 2026 By /s/ Kyle Nazareth
   
    Kyle Nazareth
    Chief Financial Officer

 


EXHIBIT INDEX

Exhibit   Description of Exhibit
   
99.1   Press Release dated February 3, 2026 - Snow Lake Advances Towards Completion of the Acquisition of Global Uranium and Enrichment Limited



Snow Lake Advances Towards Completion of the Acquisition of

Global Uranium and Enrichment Limited

Winnipeg, Manitoba, February 3, 2026 - Snow Lake Resources Ltd., d/b/a Snow Lake Energy (NASDAQ: LITM) ("Snow Lake"), a nuclear fuel cycle company, announces that its acquisition (the "Acquisition") of Global Uranium and Enrichment Limited ("GUE") is advancing towards closing after receipt of all required shareholder and court approvals.

Acquisition of Global Uranium and Enrichment Limited

In October 2025, Snow Lake and GUE entered into an agreement pursuant to which Snow Lake agreed to acquire all of the ordinary shares of GUE that it did not currently own, in consideration of Snow Lake issuing new Snow Lake shares by way of a share scheme of arrangement (the "Share Scheme") and an option scheme of arrangement (the "Option Scheme"), respectively, under Part 5.1 of the Corporations Act 2001 (Cth) ("Corporations Act") (together, the "Schemes").

Snow Lake CEO Remarks

"With the GUE Scheme meetings overwhelmingly approving the Schemes for Snow Lake to acquire GUE, and the Federal Court of Australia approving the transaction, we are now focused on completing this acquisition by mid-February 2026" said Frank Wheatley, CEO of Snow Lake.

"We look forward to welcoming all GUE shareholders as new Snow Lake shareholders, as we continue aggressively implementing our strategy to develop capabilities across the nuclear fuel cycle" Mr. Wheatley continued.

GUE Scheme Meetings

At the GUE Scheme Meetings held on January 27, 2026:

  • Share Scheme Meeting:

    • 93.02% of GUE Shareholders present and voting at the Share Scheme Meeting were in favour of the Share Scheme Resolution; and

    • 99.19% of the total number of votes cast by GUE Shareholders at the Share Scheme Meeting were in favour of the Share Scheme Resolution; and

  • Option Scheme Meeting:

    • 100% of the GUE Scheme Optionholders present and voting at the Option Scheme Meeting were in favour of the Option Scheme Resolution; and

    • 100% of the total number of votes cast by GUE Scheme Optionholders at the Option Scheme Meeting were in favour of the Option Scheme Resolution.


Details of the valid proxies received and votes cast at the Share Scheme Meeting and Option Scheme Meeting (as applicable) are set out in the attachment to GUE's ASX announcement of January 27, 20261.  Each of the Share Scheme Resolution and Option Scheme Resolution were passed by the requisite majorities.

Results of the Second Hearing of the Federal Court of Australia

On February 3, 2026, the Federal Court of Australia (the "Court") made orders approving the Share Scheme and Option Scheme, subject to certain amendments to the Share Scheme and Option Scheme described below.

GUE will lodge an office copy of the Court's orders with the Australian Securities and Investments Commission on Wednesday, February 4, 2026, at which time the Schemes will become legally Effective.  GUE expects that Australian Stock Exchange (the "ASX") will suspend GUE Shares from trading on ASX with effect from the close of trading on Wednesday, February 4, 2026.

Timetable and Next Steps

The key dates and times for implementation of the Schemes are as follows:

Event

Date

Effective Date

Wednesday, February 4, 2026

Last date of trading of GUE Shares on ASX

Wednesday, February 4, 2026

Record Date

Record Date to determine entitlement to receive the Share Scheme Consideration and Option Scheme Consideration.

4:00 pm (AWST) on Friday, February 6, 2026

Last time and date to receive Opt-in Notices

Selling Scheme Shareholders who do not wish to receive New Snow Lake Shares may elect to participate in the Sale Facility by completing and returning an Opt-in Notice.

5:00 pm (AWST) on Friday, February 6, 2026

Implementation Date

Issue of Share Scheme Consideration and Option Scheme Consideration.

Dispatch of statements confirming the issue of New Snow Lake Shares and Snow Lake Scheme Warrants.

Friday, February 13, 2026

New Snow Lake Shares to commence trading on Nasdaq

Monday, February 16, 2026

Delisting of GUE from ASX

Termination of official quotation of GUE Shares on ASX and GUE to be removed from the official list of ASX.

Monday, February 16, 2026

Note: All stated dates and times are indicative only. Any changes to the above timetable will be announced to ASX and will be available under GUE's profile on ASX at https://www.asx.com.au


1 www.globaluranium.com.au 


Amendments to the Schemes and Condition Subsequent

Clause 3.1(f) of the Scheme Implementation Deed required as a condition precedent to the Share Scheme that "Approval for listing and trading on Nasdaq: the New Snow Lake Shares (to be issued as the Share Scheme Consideration) have been approved for listing and trading on Nasdaq".  Snow Lake was responsible for the satisfaction of this condition precedent.  In applying for this approval, Snow Lake was informed by Nasdaq that it would only be required to notify Nasdaq of the Schemes and proposed issuance of New Snow Lake Shares, with no formal Nasdaq approval requirement.  Snow Lake was also informed that Nasdaq will only review the notification after the Effective Date.

Given the above, the Share Scheme and Option Scheme have been amended such that the above condition precedent to the Share Scheme is amended to a condition subsequent to the Schemes, with the approval modified to a Nasdaq notification requirement.  Refer to the amended Share Scheme and amended Option Scheme attached to GUE's ASX announcement of February 3, 2026 (as Annexures A and B respectively) for further details2.

If the condition subsequent is satisfied by the date that is 15 Business Days after the Effective Date (the "Condition Subsequent End Date"), the Share Scheme and Option Scheme will be implemented.  If the condition subsequent is not satisfied by the Condition Subsequent End Date, the Share Scheme and Option Scheme will not proceed.

Snow Lake and GUE are confident that the condition subsequent will be satisfied.

About Snow Lake Resources Ltd.

Snow Lake Resources Ltd. is a Canadian nuclear fuel cycle and critical minerals company listed on Nasdaq:LITM, with a portfolio of U.S. focused uranium projects, together with interests in next-generation uranium enrichment and small modular reactors.  The Pine Ridge uranium project is an exploration stage project located in Wyoming, United States and the Engo Valley uranium project is an exploration stage project located on the Skeleton Coast of Namibia.  Snow Lake also holds a portfolio of additional exploration stage critical minerals projects located in Canada, as well as investments in a number of public companies with critical minerals assets in North America.  Learn more at www.snowlakeenergy.com.


2 www.globaluranium.com.au

 


Forward-Looking Statements:  This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 that are subject to substantial risks and uncertainties.  All statements, other than statements of historical fact, contained in this press release are forward-looking statements, including without limitation statements with regard to Snow Lake Resources Ltd.  We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us.  Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will," "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words.  Forward-looking statements are based on Snow Lake Resources Ltd.'s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict.  Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Some of these risks and uncertainties are described more fully in the section titled "Risk Factors" in our registration statements and annual reports filed with the Securities and Exchange Commission.  Forward-looking statements contained in this announcement are made as of this date, and Snow Lake Resources Ltd. undertakes no duty to update such information except as required under applicable law.

For Further Information:

Frank Wheatley

Investor Relations

Chief Executive Officer

ir@snowlakelithium.com

fw@snowlakelithium.com

 



FAQ

What is Snow Lake Resources (LITM) announcing in this 6-K filing?

Snow Lake Resources is announcing that its acquisition of Global Uranium and Enrichment Limited is advancing toward closing, after receiving strong GUE shareholder approval and Federal Court of Australia orders approving the share and option schemes for the transaction.

How did Global Uranium and Enrichment (GUE) shareholders vote on the Snow Lake acquisition?

At the January 27, 2026 Share Scheme Meeting, 93.02% of GUE shareholders present and voting supported the share scheme, representing 99.19% of votes cast. Optionholders also unanimously approved the option scheme, with 100% of votes in favour of the related resolution.

What court approvals did Snow Lake (LITM) receive for the GUE acquisition?

On February 3, 2026, the Federal Court of Australia approved both the share scheme and option scheme for Snow Lake to acquire GUE. These schemes become legally effective once the court orders are lodged with the Australian Securities and Investments Commission on February 4, 2026.

What are the key upcoming dates for implementing Snow Lake’s acquisition of GUE?

Key dates include the effective date on February 4, 2026, the record date at 4:00 pm AWST on February 6, 2026, issuance of scheme consideration on February 13, 2026, and commencement of trading of new Snow Lake shares on Nasdaq on February 16, 2026.

When will GUE shares stop trading and be delisted following the Snow Lake deal?

GUE shares are expected to be suspended from trading on the ASX after the close on February 4, 2026. Delisting and termination of official quotation are scheduled for February 16, 2026, when GUE will be removed from the ASX official list.

How will GUE shareholders receive consideration in the Snow Lake (LITM) transaction?

GUE shareholders will receive new Snow Lake shares as share scheme consideration, with optionholders receiving corresponding option scheme consideration. These securities are scheduled to be issued on February 13, 2026, with statements confirming the issue of new Snow Lake shares and scheme warrants dispatched.

Can GUE shareholders choose not to receive new Snow Lake shares?

Selling Scheme Shareholders who do not wish to receive new Snow Lake shares may elect to participate in a sale facility. They must submit an Opt-in Notice by 5:00 pm AWST on February 6, 2026, to have their entitlement handled through that facility.
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