News release
NEWS RELEASE
Trading Symbols: TSXV: LIFT
ASX: WR1
LI-FT POWER AGREES TO COMBINE WITH WINSOME RESOURCES AND ACQUIRE
MAJORITY INTEREST IN THE GALINÉE PROPERTY TO UNLOCK VALUE AT THE
TIER-ONE ADINA PROJECT
VANCOUVER, British Columbia and Perth, Western Australia – December 15, 2025 – Li-FT Power Ltd.
(“Li-FT”) (TSX V: 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 S hare 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:
o 62% premium to the closing price of the Winsome Shares on the ASX as at December 8,
20252; and
o 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 recommend s Winsome securityholders vote in favour of the
Winsome Transaction and each director having a relevant interest in Winsome Shares (collectively
1 Based on Li-FT’s 5-day VWAP of C$4.306 per share on December 10, 2025, an AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying
the Exchange Ratio of 0.107.
2 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement.
3 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement.
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owning 6.2% of Winsome Shares and 42.3% of Winsome options on issue by number), intends to
vote all those shares in favour of the Winsome Transaction4.
• Voting intention statement received from Winsome ’s largest shareholder, Waratah Capital
Advisors (owning 9.3% of Winsome Shares on issue), confirming that it intends to vote in favour
of the Winsome Transaction5.
• Li-FT announces a concurrent private placement consisting of subscription receipts for gross
proceeds of C$ 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.
Transaction Rationale
• Unlocking Value at Adina & Galinée : Potential to significantly enhance Adina’s scale and project
economics by integrating Galinée, potentially expanding the mineral resource and increasing
open-pittable resources:
Adina deposit hosts 61.4 Mt at 1.14% Li2O (Indicated) and 16.5 Mt at 1.19% Li2O (Inferred)9
Current open-pittable resource constrained by the claim boundary with Galinée, which is
interpreted to host a continuation of the Adina pegmatite swarm
Dissolving this claim boundary could significantly increase the size and scale of an open
pit, and possibly the size and scale of the minable resource.
• Strategic Support: The Winsome Transaction and Galinée Transaction have the support of Li-FT’s
strategic shareholder Avenir Minerals, which has extensive permitting, operating, and construction
expertise in Québec;
4 Subject to there being no superior proposal and the independent expert concluding (and continuing to conclude) that the Winsome Transact ion is in
the best interests of Winsome securityholders.
5 Subject to no superior proposal emerging prior to the relevant meeting of Winsome s hareholders 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.
9 Refer to Winsome's ASX announcement “Adina Mineral Resources Increases 33%” released to ASX on May 28, 2024. Refer also to th e “Winsome
Adina Mineral Resource Estimate Disclaimer” below.
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• Positioned for Growth: Following the acquisition of Winsome, the combined company will have
significant scope for further expansion across the combined asset portfolio;
• Enhanced Capital Markets Profile: The combined company would have greater market
capitalization, expanded analyst coverage, and stronger access to capital and support from
institutional investors;
• Processing Opportunities: The combined company will be better positioned to evaluate
processing opportunities at the Renard Mine (“Renard”), supported by greater funding capacity, in-
country presence, and leveraging both companies’ expertise, ongoing dialogues, and strategic
relationships; and
• Expanded Presence: Dual listing on the TSXV and the ASX upon completion of the Winsome
Transaction, providing access to a broader pool of institutional and retail investors across Canada
and Australia10.
Benefits for Winsome Shareholders
• Attractive Premium: 62% premium to Winsome’s closing price (A$0.310 per share) and 68%
premium to Winsome’s 20-day VWAP (A$0.299 per share) on December 8, 202511;
• Diversification: Exposure to Li- FT’s portfolio of highly prospective hard rock lithium projects in
Northwest Territories and Québec, including the Galinée property;
• Asset Continuity : Material ongoing exposure to Winsome’s high -quality lithium development
assets, particularly Adina;
• Shareholder Support: Benefit from Li-FT’s established and supportive shareholder base, which has
a strong track record in lithium investment and established connections to North American capital
markets; and
• Development Pathway: Stronger platform for funding and development, supported by greater
market capitalization, liquidity, broker coverage, and financial capacity of the combined group.
Benefits for Li-FT Shareholders
• Portfolio Growth: Strengthens Li-FT’s strategy to build a leading portfolio of high-value spodumene
assets in Canada;
• Development Upside: Potential to unlock scale of Adina and Galinée through consolidation of the
two projects;
• Diversification: Provides jurisdictional and asset-level diversification, strengthening Li-FT’s ability
to pursue multiple downstream opportunities;
10 Subject to Li-FT’s satisfying the ASX’s admission requirements .
11 Based on an implied offer price of A$0.501 per Winsome Share, based on Li-FT’s 5-day VWAP of C$4.306 per share on December 10, 2025, an
AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying the Exchange Ratio of 0.107.
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• Critical Mass: Enhances Li-FT’s ability to drive consolidation, pursue strategic growth, and attract
funding through greater scale and credibility; and
• Accretive: Winsome Transaction is highly accretive on both a net asset value and resource basis.
Adina Highlights
Winsome holds a 100% interest in the Adina Lithium project located in Eeyou Istchee James Bay region
of Québec. The flagship asset is one of the top five largest lithium resources in North America, with a
globally significant Mineral Resource Estimate (“MRE”) of 61.4 Mt at 1.14% Li2O (Indicated) and 16.5
Mt at 1.19% Li2O (Inferred)12. A total of 186 diamond drill holes for 57,756m were incorporated into
the MRE. Mineralization remains open at depth and along strike, with recent Adina SW discovery
highlights outlining the potential for new discoveries13.
Galinée Highlights
The Galinée property is currently a 50/50 joint venture (“JV”) between Azimut and SOQUEM, hosting
wide, high-grade lithium-bearing pegmatites adjacent to the Adina deposit. At a broader scale, Galinée
features multiple well- defined prospects, with recent till sampling leading to the discovery of new
spodumene-bearing boulders and delineating two additional highly prospective target areas.
Winsome and its representatives have not independently verified the information sourced by Li-FT that
is included in this Press Release (including the technical disclosures concerning Li-FT properties and
Galinée) and do not assume any responsibility for the accuracy or completeness of that information.
Refer to the disclaimer below for further information regarding the information contained in this Press
Release.
Li-FT’s President and CEO, Francis MacDonald, said:
“This Winsome T ransaction is transformative for both companies and their shareholders. Our
combination with Winsome and acquisition of Galinée is a natural fit that creates one of the largest
hard rock lithium developers in Canada and places Adina on an exciting path to potentially enhance
its scale, resource profile, and project economics in the near-term. The combined company will be well
funded and publicly listed on two of the world’s leading exchanges for mining issuers with research
coverage and support from its institutional and strategic shareholders.”
Winsome Managing Director, Chris Evans, said:
“The Winsome Transaction represents an attractive opportunity for Winsome shareholders to become
a meaningful part of a larger company at an attractive premium that clearly reflects the strategic value
and growth potential of Winsome’s assets. The combined company is expected to have a market -
leading position in the James Bay region of Quebec, access to capital from a range of strategic and
financial investors, and a unique opportunity to progress development of significant lithium project in
the near-term.”
12 Refer to Winsome's ASX announcement “Adina Mineral Resources Increases 33%” released to ASX on May 28, 2024. Refer also to th e “Mineral
Resources” section of the disclaimer.
13 Refer to Winsome's ASX announcement "Adina Drilling and Operations Update" released to ASX on August 19, 2024. Refer also to the "Exploration
Results" section of the disclaimer.
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Key Conditions and Terms of the Winsome Transaction
Under the terms of the Agreement, Li-FT will, subject to the satisfaction of various conditions, acquire
the Winsome Shares by way of a scheme of arrangement under the Australian Corporations Act ,
whereby each Winsome shareholder will receive 0.107 of a Li-FT Share or CDI (capable of being traded
on the ASX) valued at A$0.501 for each Winsome Share held14.
The implied consideration of A$0.501 per Winsome Share represents a 68% premium to the 20 -day
VWAP of the Winsome Shares on the ASX for the period ending December 8, 202515 and values
Winsome at approximately A$130.8 million on a fully-diluted-in-the-money basis16. 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 Transaction17.
Key Conditions and Terms of the Galinée Transaction
Li-FT has entered into a non -binding letter of intent to acquire a 75% controlling interest in Galinée,
comprising a 50% interest from Azimut and a 25% interest from SOQUEM (with SOQUEM retaining the
remaining 25% interest).
For Azimut’s 50% interest, consideration will consist of:
• Upfront consideration: 2,000,000 Li-FT Shares and a 1.4% net smelter return royalty (“ NSR”) on
Galinée.
• Deferred consideration: $1,500,000, payable in cash or, subject to conditions to be set out in the
definitive agreements, in shares, at the earliest of the completion of an economic study with
respect to the Property or 18 months.
For SOQUEM’s 25% interest, consideration will consist of:
• Upfront consideration: 1,000,000 Li-FT Shares.
As of the time of this announcement, the parties have not entered into any definitive documentation
in respect of the Galinée Transaction. As such, while Li-FT expects this transaction to proceed on the
basis of the foregoing terms, they remain indicative only as of the time of this announcement. Li-FT is
actively working towards entering into definitive documentation with Azimut and SOQUEM in the near
term and will provide a market update upon execution of definitive documentation in due course in
accordance with applicable securities laws. Completion of the Galinée Transaction remains subject
to execution of such definitive documentation and satisfaction of all conditions precedent therein.
Completion of the Winsome Transaction is conditional on completion of the Galinée Transaction.
Boards Approvals and Recommendations
The Winsome Board has unanimously approved the Winsome Transaction and recommends that all
Winsome securityholders vote in favour of the Winsome Transaction at the meetings of the Winsome
securityholders (the “Winsome Transaction Meeting”), subject to there being no superior proposal and
the independent expert to be appointed by Winsome (the “ Independent Expert ”) concluding (and
continuing to conclude) that the Winsome Transaction is in the best interests of Winsome
14 Based on Li-FT’s 5-day VWAP of C$4.306 per share on December 10, 2025, an AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying
the Exchange Ratio of 0.107.
15 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement.
16 Based on an implied offer price of A$0.501 per Winsome Share, based on Li -FT’s 5-day VWAP of C$4.306 per share on December 10, 2025, an
AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying the Exchange Ratio of 0.107.
17 Excludes any deferred consideration on the Galinée Transaction and the concurrent subscription receipt and common share private placements.
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securityholders. Subject to those same qualifications, each director of Winsome intends to vote, or
cause to be voted, all Winsome Shares and options held or controlled by them (representing in
aggregate 6.2% of Winsome Shares and 42.3% of Winsome options as at the date of this
announcement) in favour of the Winsome Transaction at the Winsome Transaction Meeting18,19.
The Li-FT Board has also unanimously approved the Winsome Transaction.
Key Shareholder Support
Waratah Capital Advisors, which controls 22,674,792 Winsome Shares (representing approximately
9.3% of the Winsome Shares as at the date of this Press Release) has provided a signed voting
intention statement to Winsome indicating that it intends to vote, or cause to be voted, all Winsome
Shares and Winsome options (if any) held or controlled by it or its associates at the time of the
Winsome Transaction Meeting in favour of the Winsome Transaction, subject to no superior proposal
emerging prior to the Winsome Transaction Meeting and the independent expert concluding (and
continuing to conclude) that the Winsome Transaction is in the best interests of Winsome
shareholders.
Waratah Capital Advisors has consented to Winsome and Li -FT publicly announcing its voting
intention with respect to the Winsome Transaction.
Winsome Transaction Structure and Certain Terms of the Agreement
The Winsome Transaction is subject to the following closing conditions:
• Winsome securityholders approving the Winsome Transaction at the relevant Winsome
Transaction Meeting by at least 75% of all votes cast by Winsome shareholders present and voting
(in person or by proxy) at the Winsome Transaction Meeting and a majority by number of all
Winsome securityholders present and voting (in person or by proxy) (excluding Li- FT and its
associates);
• The requisite court approvals;
• Completion of the Li-FT Subscription Receipts Offering;
• Completion of the Galinée Transaction;
• The independent expert issuing an Independent Expert’s Report which concludes (and continues
to conclude) that the Winsome Transaction is in the best interests of Winsome shareholders;
• Approval from the ASX for the admission of Li-FT on the ASX and for the official quotation of Li -
FT CDIs on the ASX;
• No material adverse change, no prescribed occurrence and no regulated event (each as defined
in the Agreement) occurring in relation to either Li-FT or Winsome;
• Approval of the TSXV (including approval for quotation on the TSXV of the Li-FT Shares to be
issued to Winsome shareholders and optionholders pursuant to the Winsome Transaction);
• Li-FT shareholders approval (if required); and
• Other customary conditions.
Under the Agreement, Li-FT has agreed to apply for admission to the official list of the ASX and for the
official quotation of Li-FT CDIs on the ASX. Accordingly, if Li-FT is admitted to ASX and the Winsome
18 Winsome Directors hold an aggregate of 15,029,839 Winsome Shares, representing 6.2% of Winsome Shares on issue as at the date of this
announcement, together with 7,900,000 Winsome performance rights held by Winsome Directors, represent ing 9.0% on a fully diluted basis as at the
date of the announcement (calculations exclude Winsome options which will be converted into Li-FT Shares if the Winsome Transaction proceeds).
19 The voting intention is subject to no superior proposal and the independent expert concluding (and continuing to conclude) that the Winsome
Transaction is in the best interests of Winsome shareholders .
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Transaction is implemented, Winsome shareholders (other than ineligible shareholders) may elect to
receive the applicable Li-FT Shares issuable to them as consideration in the form of CDIs (which may
be traded on the ASX) or in the form of Li-FT Shares (which may be traded on the TSXV).
The Agreement also contains customary deal protection mechanisms, including " no shop", "no talk"
and "no due diligence " provisions and a notification and matching rights regime in the event a
Competing Proposal20 emerges for Winsome (subject to customary fiduciary out exceptions).
The Agreement also sets out the circumstances in which a break fee of $1.3 million may be required
to be paid by either Li-FT or Winsome.
Li-FT and Winsome have also agreed to undertake a separate but concurrent scheme of arrangement
whereby Li-FT will acquire all outstanding Winsome options. The option scheme is conditional on the
share scheme being effective, however the share scheme is not conditional on the option scheme
proceeding. Other customary conditions apply to the option scheme, full details of which are set out
in the Agreement.
Winsome performance rights will be vested in connection with the Winsome Transaction, with the
resulting Winsome Shares to be subject to the scheme21.
Concurrent Offering
Li-FT has entered into agreement s with Canaccord Genuity Corp . (“ Canaccord Genuity ”), as lead
underwriter on behalf of a syndicate of underwriters (collectively, the “ Underwriters”), to raise
aggregate gross proceeds of C$ 40 million (the “Concurrent Offering”). The Concurrent Offering will
consist of a combination of the following securities (the “Securities”):
The Subscription Receipt Offering
• 3,876,000 “flow-through” subscription receipts of Li-FT (the “FT Subscription Receipts”) at a price
of C$6.45 (the “FT Issue Price”) for gross proceeds of C$25,000,200; and
• 1,162,800 subscription receipts of Li- FT (the “Non-FT Subscription Receipts ” and, together with
the FT Subscription Receipts, the “Subscription Receipts”) at a price of C$4.30 (the “Non-FT Issue
Price”) for gross proceeds of C$5,000,040.
The Non-Subscription Receipt Offering
• 775,200 “flow-through” common shares of Li-FT (the “FT Shares”) at the FT Issue Price for gross
proceeds of C$5,000,040; and
• 1,162,800 common shares of Li-FT (the “Non-FT Shares”) at the Non -FT Issue Price for gross
proceeds of C$5,000,040 million.
Li-FT has granted the Underwriters an option (the “Underwriters’ Option”), to sell up to C$6,500,000 of
additional Securities, in any combination as agreed between Li- FT and the Underwriters, at the
applicable offering price. The Underwriters’ Option shall be exercisable, in whole or in part, until two
days prior to the Closing Date (as defined below).
Avenir Minerals has indicated that it intends to participate in the Subscription Receipt Offering.
20 As defined in the Agreement.
21 The vesting of Winsome performance rights may be subject to receipt of a waiver from ASX Listing Rule 6.23.3.
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Each FT Subscription Receipt will entitle the holder thereof to receive, without any further action and
without payment of additional consideration, and subject to adjustments in certain circumstances,
one (1) common share of Li- FT that will qualify as a “flow -through share” (within the meaning of
subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) upon the satisfaction or waiver of
the Escrow Release Conditions (as defined below) prior to the Termination Date (as defined below).
Each Non-FT Subscription Receipt will entitle the holder thereof to receive, without any further action
and without payment of additional consideration, and subject to adjustments in certain circumstances,
one (1) common share of Li-FT upon the satisfaction or waiver of the Escrow Release Conditions prior
to the Termination Date.
The Subscription Receipts will be issued under subscription receipt indentures (the “ Subscription
Receipt Indentures”) among Li- FT, a subscription receipt agent to be determined (the “ Subscription
Receipt Underwriter”), and Canaccord Genuity.
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 Tax Act (the “Qualifying Expenditures”)
related to Adina-Galinée on or before December 31, 2027. The net proceeds from 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 Li- FT’s Yellowknife Lithium Project, the Galinée property (upon acquisition) and Li-
FT’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 project development, particularly in respect of Li- FT’s
Yellowknife Lithium Project, the Galinée property (upon acquisition) and general corporate purposes.
The aggregate gross proceeds from the sale of the Subscription Receipts, less 50% of the Underwriters’
commission and certain expenses of the Subscription Receipt Offering (the “Escrowed Funds”), will
be held in escrow pursuant to the Subscription Receipt Indentures in interest bearing accounts
pending the earlier of: (a) the satisfaction of the escrow release conditions (which include, among
other things, the completion of the acquisition of W insome by Li- FT pursuant to the Winsome
Transaction) (the “Escrow Release Conditions”) and (b) the occurrence of a Termination Event.
If (i) the Escrow Release Conditions have not been satisfied prior to 5:00 p.m. (Toronto time) on June
30, 2026 (the “Outside Date”), (ii) the Winsome Transaction is terminated at any earlier time, or (iii) Li-
FT advises Canaccord Genuity, or announces to the public that it does not intend to satisfy the Escrow
Release Conditions (in any case, a “ Termination Event”, and the date upon which such event occurs,
the “Termination Date”), the Subscription Receipt Agent shall return to the holders of the Subscription
Receipts an amount equal to the aggregate offering price of the Subscription Receipts held by each
such holder and their pro-rata portion of interest and other income earned on the Escrowed Funds and
the Subscription Receipts shall be cancelled. Li-FT shall be responsible for any shortfall between the
aggregate offering price paid by the original purchasers of the Subscription Receipts and the Escrowed
Funds.
The Subscription Receipts will be marketed (i) to investors in each of the provinces and territories of
Canada on a private placement basis; (ii) to investors in the United States pursuant to available
exemptions from the registration requirements of the United States Securities Act of 1933 , as
amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in