LI-FT POWER AGREES TO COMBINE WITH WINSOME RESOURCES AND ACQUIRE MAJORITY INTEREST IN THE GALIN?E PROPERTY TO UNLOCK VALUE AT THE TIER-ONE ADINA PROJECT
Trading Symbols: TSXV: LIFT
ASX: WR1
VANCOUVER, BC and PERTH, Australia, Dec. 15, 2025 /CNW/ - Li-FT Power Ltd. ("Li-FT") (TSXV: LIFT) and Winsome Resources Limited (ASX: WR1) ("Winsome") are pleased to announce the signing of a binding scheme implementation deed (the "Agreement") whereby Li-FT will acquire 100% of the issued securities of Winsome, pursuant to Australian share and option schemes of arrangement under the Australian Corporations Act (together, the "Winsome Transaction"), subject to the satisfaction of various conditions.
Li-FT has also entered into a non-binding letter of intent with Azimut Exploration Inc. ("Azimut") (TSXV: AZM) (OTCQX: AZMTF)and SOQUEM Inc. ("SOQUEM") to acquire (the "Galinée Transaction") an aggregate 75% interest in the Galinée property ("Galinée"), which is immediately adjacent to and is interpreted to host a continuation of the mineralization of the Adina project ("Adina" and, together with Galinée, "Adina-Galinée").
The Winsome Transaction and Galinée Transaction have the support of Li-FT's strategic shareholder, Avenir Minerals Limited ("Avenir Minerals"), which has extensive permitting, operating, and construction expertise in Québec.
Transaction Highlights
- Winsome shareholders to receive 0.107 of a Li-FT common share (each, a "Li-FT Share") or a CDI (representing one Li-FT Share) for each ordinary share of Winsome (each, a "Winsome Share") held (the "Exchange Ratio").
- The Exchange Ratio implies an offer price of A$0.501 per Winsome Share based on the 5-day volume weighted average price ("VWAP") of Li-FT Shares on the TSX Ventures Exchange ("TSXV") as of market close on December 10, 20251, which represents a:
- 62% premium to the closing price of the Winsome Shares on the ASX as at December 8, 20252; and
- 68% premium to the 20-day VWAP of the Winsome Shares on the ASX for the period ending December 8, 20253.
- Winsome's Board unanimously recommends Winsome securityholders vote in favour of the Winsome Transaction and each director having a relevant interest in Winsome Shares (collectively owning 6.2% of Winsome Shares and 42.3% of Winsome options on issue by number), intends to vote all those shares in favour of the Winsome Transaction4.
- Voting intention statement received from Winsome's largest shareholder, Waratah Capital Advisors (owning 9.3% of Winsome Shares on issue), confirming that it intends to vote in favour of the Winsome Transaction5.
- Li-FT announces a concurrent private placement consisting of subscription receipts for gross proceeds of C$30 million ("Subscription Receipt Offering") to fund aggressive exploration and development of Adina-Galinée, conditional upon completion of the Winsome Transaction by June 30, 20266. Li-FT to also complete a concurrent private placement consisting of Li-FT Shares for gross proceeds of C$10 million to fund exploration and development at its flagship Yellowknife Lithium Project ("Yellowknife").
- Existing Winsome securityholders will own approximately 35.3% of the combined company on a fully diluted in-the-money basis upon completion by Li-FT of the Galinée Transaction7.
- Li-FT has agreed to apply for admission to the official list of the Australian Securities Exchange (the "ASX") and to have Li-FT Shares trading on the ASX via the issue of CHESS Depository Interests ("CDIs")8.
- Winsome Managing Director Chris Evans to join the Li-FT Board and Winsome Executive Director Development & Finance, Simon Iacopetta to take a position as strategic advisor to Li-FT Board upon successful completion of the Winsome Transaction.
- The Winsome Transaction is subject to completion of the Galinée Transaction, completion of the Li-FT Subscription Receipt Offering, Li-FT shareholder approval (if required), Li-FT being admitted to the official list of the ASX and approval for the official quotation of the CDIs on ASX and various other closing conditions that are considered customary, including Winsome shareholder approval and Court approval.
For more information, notably about the transaction rationale, benefits for Winsome and Li-FT shareholders as well as timetable and next steps please find the link to the full ASX release : ASX Link
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2 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement. |
3 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement. |
4 Subject to there being no superior proposal and the independent expert concluding (and continuing to conclude) that the Winsome Transaction is in the best interests of Winsome securityholders. |
5 Subject to no superior proposal emerging prior to the relevant meeting of Winsome shareholders and the independent expert concluding (and continuing to conclude) that the Winsome Transaction is in the best interests of Winsome shareholders. |
6 Closing of subscription receipt to occur on or about January 20, 2026 |
7 Based on Winsome's 243,968,451 fully-paid ordinary shares, 10,305,000 performance rights and 20,688,900 options, and Li-FT's 47,351,267 fully-paid common shares, 52,462 deferred share units and 899,500 in-the-money options. Assumes approximately 27.9 million total new Li-FT Shares issued to Winsome shareholders and optionholders, inclusive of approximately 0.7 million new Li-FT Shares to be issued under the Option Scheme (subject to prevailing prices), and 3.0 million new Li-FT Shares issued as upfront consideration for the Galinée Transaction. Excludes any deferred consideration on the Galinée Transaction and any Li-FT Shares to be issued under the concurrent Li-FT placements of subscription receipts and common shares. |
8 Subject to Li-FT satisfying the ASX's admission requirements. |
About Li-FT
Li-FT is a mineral exploration company engaged in the acquisition, exploration, and development of lithium pegmatite projects located in Canada. Li-FT's flagship project is the Yellowknife Lithium Project located in Northwest Territories, Canada. Li-FT also holds three early-stage exploration properties in Quebec, Canada with excellent potential for the discovery of buried lithium pegmatites, as well as the Cali Project in Northwest Territories within the Little Nahanni Pegmatite Group.
For more details: www.li-ft.com
About Winsome
Winsome (ASX: WR1) is a Canadian focused exploration and development company with several projects in the Eeyou Istchee James Bay region of Quebec. Its flagship project is Adina, a 100% owned lithium resource considered a tier-one asset in a low-risk mining jurisdiction. In addition to its impressive portfolio of lithium projects in Quebec, Winsome owns a 15.6% equity stake in PWM who own the Case Lake Project in Eastern Ontario.
For more details: www.winsomeresources.com.au
This release has been approved by Chris Evans, Managing Director of Winsome.
DISCLAIMER
Investors should refer to the Winsome and Li-FT Power News Releases (Winsome | News and Li-FT Power | News) for important cautionary statements relating to the transaction and future prospects of the companies.
SOURCE Winsome Resources
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