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    SEC Form SC 13D filed by Snow Lake Resources Ltd.

    7/20/22 5:11:24 PM ET
    $LITM
    Other Metals and Minerals
    Basic Materials
    Get the next $LITM alert in real time by email
    SC 13D 1 litm_sc13d.htm SNOW LAKE RESOURCES LTD. - SC 13D

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13D

    (Rule 13d-101)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

    § 240.13d-2(a)

     

    (Amendment No. )1

     

    Snow Lake Resources, Ltd

    (Name of Issuer)

     

    Common Shares, no par value per share

    (Title of Class of Securities)

     

    83336J208

    (CUSIP Number)

     

    Kushkush Investments Ply Ltd (Alexandra Discretionary Trust)

    4 Balmoral Court

    St Kilda East, Victoria, Australia 3183

    Attn:  Chana Kimelman

    61359259125

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

     

    June 8, 2022

    (Date of Event Which Requires Filing of This Statement)

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

     

    _______________

    1       The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     


     

     

     

     

     

    CUSIP No. 83336J208

     

     

    1

    NAME OF REPORTING PERSONS

     

    Deerhunter Investments Pty Ltd

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Australia

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    91,610

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    91,610

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    91,610

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.5%

    14

    TYPE OF REPORTING PERSON

     

    CO

     


     

     

     

     

     

     

    CUSIP No. 83336J208

     

     

    1

    NAME OF REPORTING PERSONS

     

    Kushkush Investments Ply Ltd (Alexandra Discretionary Trust)

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Australia

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    338,118

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    338,118

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    338,118

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    1.9%

    14

    TYPE OF REPORTING PERSON

     

    CO

     


     

     

     

     

     

     

     

    CUSIP No. 83336J208

     

     

    1

    NAME OF REPORTING PERSONS

     

    M + T K PTY LTD < MTK SUPERANNUATION FUND>

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Australia

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    51,338

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    51,338

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    51,338

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.3%

    14

    TYPE OF REPORTING PERSON

     

    CO

     


     

     

     

     

     

     

     

    CUSIP No. 83336J208

     

     

    1

    NAME OF REPORTING PERSONS

     

    DELAWARE IR LLC

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    220,328

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    220,328

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    220,328

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    1.2%

    14

    TYPE OF REPORTING PERSON

     

    OO

     


     

     

     

     

     

     

     

    CUSIP No. 83336J208

     

     

    1

    NAME OF REPORTING PERSONS

     

    Benjamin Abraham Fogelgarn

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Australia

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    67,194

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    67,194

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    67,194

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.4%

    14

    TYPE OF REPORTING PERSON

     

    IN

     


     

     

     

     

     

     

     

    CUSIP No. 83336J208

     

    1

    NAME OF REPORTING PERSONS

     

    Nikola Najdoski

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Australia

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    112,043

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    112,043

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    112,043

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.6%

    14

    TYPE OF REPORTING PERSON

     

    IN

     


     

     

     

     

     

     

     

    CUSIP No. 83336J208

     

     

    1

    NAME OF REPORTING PERSONS

     

    Yukor Mipoz Pty Ltd

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Australia

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    45,580

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    45,580

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    45,580

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.3%

    14

    TYPE OF REPORTING PERSON

     

    CO

     


     

     

     

     

     

     

     

     

    CUSIP No. 83336J208

     

     

    1

    NAME OF REPORTING PERSONS

     

    Ozzi Pty Ltd

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

    (b) ¨

    3

    SEC USE ONLY

     

    4

    SOURCE OF FUNDS

    PF

    5

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Australia

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    7

    SOLE VOTING POWER

     

    45,580

    8

    SHARED VOTING POWER

     

    0

    9

    SOLE DISPOSITIVE POWER

     

    45,580

    10

    SHARED DISPOSITIVE POWER

     

    0

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    45,580

    12

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

    0.3%

    14

    TYPE OF REPORTING PERSON

     

    CO

     


     

    CUSIP No. 83336J208

     

     

    The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

     

    Item 1.Security and Issuer. 

     

    This statement relates to the Common Shares, no par value per share (the “Shares”), of Snow Lake Resources, Ltd, a Canadian corporation incorporated in the province of Manitoba (the “Issuer”). The address of the principal executive office of the Issuer is 242 Hargrave Street, #1700, Winnipeg, Manitoba R3C 0V1 Canada.

     

    Item 2.Identity and Background. 

     

    (a)       This statement is filed on behalf of Deerhunter Investments Pty Ltd an Australian corporation (“Deerhunter”); Kushkush Investments Ply Ltd (Alexandra Discretionary Trust), an Australian corporation (“Kushkush”); M + T K PTY LTD < MTK SUPERANNUATION FUND>, an Australian corporation (“M + T”); Delaware IR LLC, a Delaware limited liability company (“Delaware IR”); Benjamin Abraham Fogelgarn, a natural person who is a citizen of Australia; Nikola Najdoski, a natural person who is a citizen of Australia; Yukor Mipoz Pty Ltd, an Australian corporation (“Yukor Mipoz”); and Ozzi Pty Ltd, an Australian corporation (“Ozzi,” and collectively with the other persons named in this Item 2(a), the “Reporting Persons”). 

     

    Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of each of Deerhunter, Kushkush, M + T, Delaware IR, Yukor Mipoz and Ozzi. To the best of each Reporting Person’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

     

    (b)       Deerhunter’s principal business address is 234 Balaclava Rd, Caulfield North VIC, Australia 3161. 

     

    Kushkush’s principal business address is 4 Balmoral Court, St Kilda East, Victoria, Australia 3183.

     

    M + T’s principal business address is 234 Balaclava Rd Caulfield Vic, Australia 3163 .

     

    Delaware IR’s principal business address is The Green, STE A, Dover, DE 19901.

     

    Mr. Fogelgarn’s principal business address is U4 93 Orrong Rd Elsternwick, 3185, Melbourne, Australia.

     

    Mr. Najdoski’s principal business address is 240 South Cct, Oran Park NSW, Australia 2570.

     

    Yukor Mipoz’s principal business address is 12 Liscard Street, Elsternwick Vic, Australia 3185.

     

    Ozzi’s principal business address is 12 Liscard Street, Elsternwick Vic, Australia 3185.

     

    (c)       The principal occupation and business of the Reporting Persons is as follows:  each of Deerhunter, Kushkush, M + T, Delaware IR, Yukor Mipoz and Ozzi – investment, Mr. Fogelgarn – education and Mr. Najdoski – self-employed. 

     

    (d)       None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     


    (e)       None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     

    (f)       Mr. Fogelgarn and Mr. Najdoski are each Australian Citizens. Deerhunter, Kushkush, M + T, Yukor Mipoz and Ozzi are each organized under the laws of Australia.  Delaware IR is organized under the laws of the State of Delaware.

     

     

    Item 3.

    Source and Amount of Funds or Other Consideration.

     

    Not applicable.

     

     

    Item 4.

    Purpose of Transaction.

     

    The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or, eventually, decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

     

    The Reporting Persons do not have a present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as follows or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. With respect to subparagraph (d) of Item 4 of Schedule 13D, (i) on June 8, 2022, the Reporting Persons sent the Issuer a notice requesting a special meeting of the Issuer’s shareholders to replace the current board of directors of the Issuer with a slate of candidates proposed by the Reporting Persons and (ii) on July 18, 2022 the Reporting Persons sent to the shareholders of the Issuer the Notice of Special Meeting of Shareholders attached hereto as Exhibit 99.1 setting a date of August 10, 2022 for a special meeting of shareholders and setting July 15, 2022 as the record date for such meeting.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deems appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

     

     

    Item 5.

    Interest in Securities of the Issuer.

     

    The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 17,841,075 Common Shares outstanding as of April 7, 2022 as disclosed in the prospectus filed by the Issuer on April 11, 2022 with the Securities and Exchange Commission.


     

     

    DEERHUNTER INVESTMENTS PTY LTD

     

     

    (a)

    As of the close of business on July 19, 2022, Deerhunter beneficially owned 91,610 Shares.

     

    Percentage: Approximately 0.5%

     

     

    (b)

    1. Sole power to vote or direct vote: 91,610
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 91,610
    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    Deerhunter engaged in no transactions in the Shares since April 18, 2022.

     

      

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      

     

    (e)

    Not applicable.

     

     

    KUSHKUSH INVESTMENTS PLY LTD (ALEXANDRA DISCRETIONARY TRUST) 

     

     

    (a)

    As of the close of business on July 19, 2022, Kushkush beneficially owned 338,118 Shares.

     

    Percentage: Approximately 1.9%

     

     

    (b)

    1. Sole power to vote or direct vote: 338,118
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 338,118
    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    Kushkush engaged in no transactions in the Shares since April 18, 2022.

     

      

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      

     

    (e)

    Not applicable.

     

    M + T K PTY LTD < MTK SUPERANNUATION FUND>

     

     

    (a)

    As of the close of business on July 19, 2022, Deerhunter beneficially owned 51,338 Shares.

     

    Percentage: Approximately 0.3%

     

     

    (b)

    1. Sole power to vote or direct vote: 51,338
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 51,338
    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    M + T engaged in no transactions in the Shares since April 18, 2022.

     

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      

     

    (e)

    Not applicable.

     


     

    DELAWARE IR, LLC 

     

     

    (a)

    As of the close of business on July 19, 2022, Delaware IR beneficially owned 220,328 Shares.

     

    Percentage: Approximately 1.2%

     

     

    (b)

    1. Sole power to vote or direct vote: 220,328
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 220,328
    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    Delaware IR engaged in no transactions in the Shares since April 18, 2022.

     

      

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      

     

    (e)

    Not applicable.

     

    BENJAMIN ABRAHAM FOGELGARN

     

     

    (a)

    As of the close of business on July 19, 2022, Mr. Fogelgarn beneficially owned 67,194 Shares.

     

    Percentage: Approximately 0.4%

     

     

    (b)

    1. Sole power to vote or direct vote: 67,194
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 67,1940
    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    Mr. Fogelgarn engaged in no transactions in the Shares since April 18, 2022.

     

      

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      

     

    (e)

    Not applicable.

     

     

    NIKOLA NAJDOSKI

     

     

    (a)

    As of the close of business on July 19, 2022, Mr. Najodski beneficially owned 112,043 Shares.

     

    Percentage: Approximately 0.6%

     

     

    (b)

    1. Sole power to vote or direct vote: 112,043

     

     

    2. Shared power to vote or direct vote: 0

     

     

    3. Sole power to dispose or direct the disposition: 112,043

     

     

    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    Mr. Najodski engaged in no transactions in the Shares since April 18, 2022.

     

      

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      


     

    (e)

    Not applicable.

     

    YUKOR MIPOZ PTY LTD

     

     

    (a)

    As of the close of business on July 19, 2022, Yukor Mipoz beneficially owned 45,580 Shares.

     

    Percentage: Approximately 0.3%

     

     

    (b)

    1. Sole power to vote or direct vote: 45,580

    2. Shared power to vote or direct vote: 0

    3. Sole power to dispose or direct the disposition: 45,580

    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    Yukor Mipoz engaged in no transactions in the Shares since April 18, 2022.

     

      

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      

     

    (e)

    Not applicable.

     

     

    OZZI PTY LTD

     

     

    (a)

    As of the close of business on July 19, 2022, Ozzi beneficially owned 45,580 Shares.

     

    Percentage: Approximately 0.3%

     

     

    (b)

    1. Sole power to vote or direct vote: 45,580
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 45,580
    4. Shared power to dispose or direct the disposition: 0

     

     

    (c)

    Ozzi engaged in no transactions in the Shares since April 18, 2022.

     

      

     

    (d)

    No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

      

     

    (e)

    Not applicable.

     

     

    Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 

     

    Other than as described herein, there are no contracts, arrangements, understandings or relationships between or among the Reporting Person and any other person, with respect to the securities of the Issuer.

     

     

    Item 7.

    Material to be Filed as Exhibits.

     

     

     

     

     

     

    Exhibit 99.1

    Notice of Special Meeting of Shareholders


     

    CUSIP No. 83336J208

     

     

    SIGNATURES

     

    After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

     

    Dated: July 20, 2022

     

     

     

     

     

    DEERHUNTER INVESTMENTS PTY LTD

     

     

     

     

     

     

     

     

    By:/s/Romy Hersham

     

     

     

     

    Name:  Romy Hersham

     

     

     

     

    Title:    Director

     

     

     

     

     

     

     

    KUSHKUSH INVESTMENTS PLY LTD (ALEXANDRA DISCRETIONARY TRUST)

     

     

     

     

     

     

     

     

    By:/s/Chana Kimelman

     

     

     

     

    Name:  Chana Kimelman

     

     

     

     

    Title:    Director

     

     

     

     

     

     

     

    M + T K PTY LTD < MTK SUPERANNUATION FUND>

     

     

     

     

     

     

     

     

    By:/s/ Moishe Kimelman

     

     

     

     

    Name:  Moishe Kimelman

     

     

     

     

    Title:    Director

     

     

     

     

     

     

     

    DELAWARE IR LLC

     

     

     

     

     

     

     

     

    By:/s/Menachem Wagner

     

     

     

     

    Name:  Menachem Wagner

     

     

     

     

    Title:    Manager

      

     

     

     

     

     

     

     

     

     

               /s/ Benjamin Abraham Fogelgarn

     

     

     

     

    Benjamin Abraham Fogelgarn

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

               /s/ Nikola Najdoski

     

     

     

     

    Nikola Najdoski

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


     

     

     

     

    YUKOR MIPOZ PTY LTD

     

     

     

     

     

     

     

     

     

     

     

     

     

    By:

    /s/ Mordechai Zalman Fixler

     

     

     

     

    Name:  Mordechai Zalman Fixler

     

     

     

     

    Title:    Director

     

     

     

     

     

     

     

     

     

     

     

     

     

    OZZI PTY LTD

     

     

     

     

     

     

     

    By:

    /s/ Mordechai Zalman Fixler

     

     

     

     

    Name:  Mordechai Zalman Fixler

     

     

     

     

    Title:    Director

     

     

     


     

     

    CUSIP No. 83336J208

     

     

    SCHEDULE A

     

    Directors and Officers of Deerhunter Investments Pty Ltd

     

    Name and Position

    Principal Occupation

    Principal Business Address

    Citizenship

    Romy Hersham, Director 

     Trade Financier

     602/566 St Kilda Rd, Melbourne VIC, Australia 3004

     Australia

     

    Directors and Officers of Kushkush Investments Ply Ltd (Alexandra Discretionary Trust)

     

    Name and Position

    Principal Occupation

    Principal Business Address

    Citizenship

    Chana Kimelman, Director 

     

     4 Balmoral Court St Kilda East 3183 Victoria, Australia

     Australia

     

    Directors and Officers of M + T K PTY LTD < MTK SUPERANNUATION FUND>

     

    Name and Position

    Principal Occupation

    Principal Business Address

    Citizenship

    Moishe Kimelman, Director 

     

     602/566 St Kilda Rd, Melbourne Vic, Australia 3004

     Australia

    Avital Kimelman, Director

     

    234 Balaclava Rd Caulfield Vic, Australia 3163  

    Australia

     

    Directors and Officers of Delaware IR LLC.

     

    Name and Position

    Principal Occupation

    Principal Business Address

    Citizenship

    Menachem Wagner, Manager 

     

     8, The Green STE A Dover, DE 19901

    United States

     

    Directors and Officers of Yukor Mipoz Pty Ltd

     

    Name and Position

    Principal Occupation

    Principal Business Address

    Citizenship

    Mordechai Zalman Fixler, Director

    Sole Director for Yukor Mipoz Pty Ltd and Ozzi Pty Ltd

    12 Liscard Street, Elsternwick Vic, Australia 3185

    Australia

     

    Directors and Officers of Ozzi Pty Ltd

     

    Name and Position

    Principal Occupation

    Principal Business Address

    Citizenship

    Mordechai Zalman Fixler, Director

    Sole Director for ukor Mipoz Pty Ltd and Ozzi Pty Ltd

    12 Liscard Street, Elsternwick Vic, Australia 3185

    Australia

     

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