LIFT Completes Combination with Winsome Resources
LIFT COMPLETES COMBINATION WITH WINSOME RESOURCES
May 21, 2026 – Vancouver, B.C., Li-FT Power Ltd. (“LIFT” or the “Company”) (TSXV: LIFT) (OTCQX:
LIFFF) (Frankfurt: WS0) is pleased to announce the successful completion of the combination
with Winsome Resources Limited (“Winsome”) (ASX: WR1), as previously announced on
December 15, 2025.
The transaction adds the tier- one Adina lithium project, located in the Eeyou Istchee James Bay
region of Québec, to LIFT’s portfolio and, together with the previously announced acquisition of a
75% interest in the adjacent Galinée property, creates one of the largest hard rock lithium
developers in Canada. The combined Adina -Galinée project unlocks the potential to enhance
scale, resource profile and project economics in the near-term.
Pursuant to the transaction, eligible Winsome shareholders receive 0.107 of a new LIFT common
share (or 0.107 of a CHESS Depository Interest (“CDI”) representing 0.107 of a LIFT common
share) for each Winsome ordinary share held. All of the outstanding options in Winsome will be
cancelled and Winsome optionholders will receive a specified fraction of a LIFT common share
or a LIFT CDI for each option held (see the table in Section 3.7(a) of the Scheme Booklet which
sets out the specified fraction of a L IFT common share or LIFT CDI provided as consideration
based on the relevant tranche of Winsome options). In aggregate, 27,136,492 LI FT common
shares are to be issued ( 25,879,073 as CDIs and 1,257,419 as common shares) to acquire
253,623,451 ordinary shares of Winsome that are currently issued and outstanding, and 722,092
LIFT common shares are to be issued (691,694 as CDIs and 30,398 as common shares) to acquire
18,288,900 options of Winsome that are currently issued and outstanding.
Completion of the transaction follows (i) receipt by Winsome of requisite shareholder and
optionholder approval in favour of the schemes of arrangement in relation to the transaction on
May 5, 2026, and (ii) approval by the Supreme Court of Western Australia of such schemes of
arrangement on May 11, 2026. The transaction was negotiated by LIFT and Winsome on an arms-
length basis and no finder’s fee is payable by LIFT in connection with the transaction, other than
certain customary investment banking advisory fees.
In connection with the completion of the transaction, the 6, 085,300 subscription receipts issued
by LIFT pursuant to the financing completed and announced by LIFT on January 29, 2026 have
been converted into the same number of LIFT common shares, and the net proceeds from the
sale of such subscription receipts have been released from escrow to the Company.
LIFT has also completed its admission to the official list of the Australian Securities Exchange
(“ASX”). LIFT CDIs will commence trading on ASX under the ticker “LFT”, with each CDI
representing one common share in LIFT . Quotation of the CDIs is “expected” to commence on
Tuesday, May 26, 2026. LIFT remains listed on the TSX Venture Exchange (“TSXV”) under the
symbol “LIFT”, providing the combined company with access to a broader pool of institutional
and retail investors across Canada and Australia.
Francis MacDonald, President and CEO of LIFT, commented: “The completion of the Winsome
acquisition is a transformative milestone for LIFT and our shareholders. With Adina now part of
our portfolio, alongside our flagship Yellowknife Lithium Project and the Galinée property, we have
established a leading platform of high value spodumene assets in Canada. We welcome
Winsome shareholders and employees to the combined company and look forward to advancing
development across our enhanced portfolio.”
About LIFT
LIFT is focused on developing a portfolio of hard rock lithium assets in Canada, with core
development assets in both Quebec and the Northwest Territories. The Company owns the
Yellowknife Lithium Project in the Northwest Territories and the Adina Lithium Project in the
Eeyou Istchee James Bay region of Quebec. LIFT also holds early-stage exploration properties in
both jurisdictions.
For further information, please contact:
Francis MacDonald Daniel Gordon
Chief Executive Officer Investor Relations Manager
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”, “intend”, “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. The forward-looking statements in this press release relate to, among other
things, the issuance of LIFT common shares and CDIs as consideration for the acquisition of
Winsome ordinary shares and options, including the timing thereof, the timing for the
commencement of trading of LIFT CDIs on the ASX and the advancement of LIFT’s portfolio of
mineral properties. 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 April
27, 2026, which is available under the Company's SEDAR+ profile at www.sedarplus.ca, 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.