Li-FT Announces Closing of C$48.1 Million Private Placement Financing, Including Full Exercise of the Underwriters’ Option /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
Li-FT Announces Closing of C$48.1 Million Private Placement
Financing, Including Full Exercise of the Underwriters’ Option
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES/
January 29, 2026 – Vancouver, B.C., Li-FT Power Ltd. (“LIFT ” or the “ Company”) (TSXV: LIFT)
(OTCQX: LIFFF) (Frankfurt: WS0) is pleased to announce the closing of its previously announced
offerings (the “Offerings”) outlined in its joint press release with Winsome Resources Limited
(“Winsome”) issued on December 15, 2025 (Perth, Australia time) (the “Initial Press Release”)
and its press release issued on January 22, 2026.
Pursuant to the Offerings, the Company raised aggregate gross proceeds of approximately
C$48.1 million, which included the full exercise by the Underwriters (as defined below) of their
options to sell up to an additional C$6.5 million aggregate of Subscription Receipts and Shares
(each as defined below), as follows:
The Subscription Receipt Offering
• 3,876,000 “flow-through” subscription receipts of LIFT (the “FT Subscription Receipts”) at
a price of C$6.88 for gross proceeds of C$26,666,880; and
• 2,209,300 subscription receipts of LIFT (the “Non-FT Subscription Receipts”, and together
with the FT Subscription Receipts, the “Subscription Receipts”, and the offering of
Subscription Receipts, the “Subscription Receipt Offering”) at a price of C$4.30 (the “Non-
FT Issue Price”) for gross proceeds of C$9,499,990.
The Common Share Offering
• 775,200 “flow-through” common shares of LIFT (the “FT Shares”) at a price of C$6.45 for
gross proceeds of C$5,000,040; and
• 1,627,800 common shares of LIFT (the “Non-FT Shares”, and together with the FT Shares,
the “Shares”) at the Non-FT Issue Price for gross proceeds of C$6,999,540.
The Offerings were led by Canaccord Genuity Corp., as lead underwriter and sole-bookrunner, on
behalf of a syndicate which included Cormark Securities Inc . and SCP Resource Finance LP
(collectively, the “Underwriters”). The Company paid the Underwriters a cash commission of 5.0%
of the gross proceeds of the Offerings, other than in respect of certain purchasers on a president’s
list for which the Underwriters received a reduced or nil commission.
The aggregate gross proceeds from the sale of the Subscription Receipts, less 50% of the
Underwriters’ commission in connection with the Subscription Receipt Offering and certain
expenses of the Subscription Receipt Offering, will be held in escrow pending the completion by
the Company of its proposed acquisition of Winsome.
The aggregate gross proceeds from the sale of the FT Subscription Receipts (upon escrow
release) will be used to incur eligible “Canadian exploration expenses ” that qualify as “flow-
through critical mineral mining expenditures ” as both terms are defined in the Income Tax Act
(Canada) (the “Qualifying Expenditures ”) related to Adina -Galinée in Quebec on or before
December 31, 2027. The net proceeds from the sale of the Non-FT Subscription Receipts (upon
escrow release) will be used towards Adina-Galinée and for general corporate purposes.
The aggregate gross proceeds from the sale of the FT Shares will be used to incur Qualifying
Expenditures on LIFT’s Yellowknife Lithium Project in Northwest Territories, the Galinée property
(upon acquisition) and LIFT’s other exploration properties on or before December 31, 2027. The
net proceeds from the sale of the Non-FT Shares will be used towards LIFT’s Yellowknife Lithium
Project, the Galinée property (upon acquisition) and general corporate purposes.
For further details as to the Offerings and the related proposed transaction s by which the
Company will acquire Winsome, which includes the Adina lithium property, and an aggregate 75%
interest in the Galinée property, please refer to the Initial Press Release and the Company’s press
release dated December 24, 2025.
The Offerings remain subject to receipt by the Company of final approval of the TSX Venture
Exchange.
The Subscription Receipts and Shares issued pursuant to the Offerings , including the common
shares of the Company underlying the Subscription Receipts, are subject to a statutory hold
period of four months and one day following the closing of the Offerings.
Certain directors and officers of the Company participated in the Offerings . Such insider
participation in the Offerings constituted a “related party transaction” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(“MI 61- 101”), for which the Company was exempt from the formal valuation and minority
shareholder approval requirements of MI 61 -101 pursuant to sections 5.5(b) and 5.7(1)(a)
thereof, respectively. The Company did not file a material change report 21 days before clo sing
the Offerings as such participation by such insiders was not settled until shortly prior to closing
and the Company wished to close the Offerings as expeditiously as possible for sound business
reasons. The material change report to be filed by the Company in connection with the closing of
the Offerings will contain additional details with respect to such insider participation.
The securities described herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act ”), or any state securities laws, and
accordingly, may not be offered or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable state securities laws
requirements or pursuant to exemptions therefrom. This press release does not constitute an
offer to sell or a solicitation to buy any securities in any jurisdiction.
About LIFT
LIFT is a mineral exploration company engaged in the acquisition, exploration, and development
of lithium pegmatite projects located in Canada. The Company’s flagship project is the
Yellowknife Lithium Project located in Northwest Territories, Canada. LIFT 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 further information, please contact:
Francis MacDonald Daniel Gordon
Chief Executive Officer Investor Relations
Tel: + 1.604.609.6185 Tel: +1.604.609.6185
Email: [email protected] Email: [email protected]
Website: www.li-ft.com
Cautionary Statement Regarding Forward-Looking Information
Certain statements included in this press release constitute forward -looking information or
statements (collectively, “forward- looking statements”), including those identified by the
expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “inten d”, “may”, “should” and
similar expressions to the extent they relate to the Company or its management. The forward-
looking statements are not historical facts but reflect current expectations regarding future
results or events. This press release contains forward-looking statements, including, but not
limited to, statements relating to the intended use of proceeds of the Offerings, the receipt of
requisite final approval of the TSX Venture Exchange in connection with the Offerings, and the
proposed acquisitions of Winsome, which includes the Adina lithium property, and the Galinée
property. These forward -looking statements and information reflect management's current
beliefs and are based on assumptions made by and information currently available to the
Company with respect to the matter described in this new release.
Forward-looking statements involve risks and uncertainties, which are based on current
expectations as of the date of this release and subject to known and unknown risks and
uncertainties that could cause actual results to differ materially from those expressed or implied
by such statements. Additional information about these assumptions and risks and uncertainties
is contained under "Risk Factors" in the Company's latest annual information form filed on March
21, 2025, which is available under the Company' s SEDAR+ profile at www.sedarplus.ca, in the
Initial Press Release and in other filings that the Company has made and may make with
applicable securities authorities in the future. Forward- looking statements contained herein are
made only as to the date of this press release and we undertake no obligation to update or revise
any forward -looking statements whether as a result of new information, future events or
otherwise, except as required by law. We caution investors not to place considerable reliance on
the forward-looking statements contained in this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this news release.