Announcement • May 22
Li-FT Power Ltd. (TSXV:LIFT) completed the acquisition of Winsome Resources Limited (ASX:WR1) for approximately AUD 170 million. Li-FT Power Ltd. (TSXV:LIFT) signed a binding scheme implementation deed to acquire Winsome Resources Limited (ASX:WR1) for approximately AUD 140 million on December 14, 2025. Winsome shareholder will receive 0.107 of a Li-FT Share or CDI valued at AUD 0.501 for each Winsome Share held. The transaction values Winsome at approximately AUD 130.8 million on a fully-diluted-in-the-money basis. Li-FT has also entered into a non-binding letter of intent with Azimut Exploration Inc. and SOQUEM Inc. to acquire an aggregate 75% interest in the Galinée property. Li-FT has also announced a concurrent private placement consisting of subscription receipts for gross proceeds of CAD 30 million. Existing Winsome securityholders will own approximately 35.3% of the combined company. Li-FT has agreed to apply for admission to the official list of the Australian Securities Exchange and to have Li-FT Shares trading on the ASX via the issue of CHESS Depository Interests. 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. In case of termination of transaction, Li-FT Power Ltd. will pay a termination fee of AUD 1.31 million and seller will pay a termination fee of AUD 1.31 million.
The transaction is completion of the Galinée Transaction, completion of the Li-FT Subscription Receipt Offering, Li-FT shareholder approval, Li-FT being admitted to the official list of the ASX and approval for the official quotation of the CDIs on ASX, approval of the TSXV (including approval for quotation on the TSXV of the Li-FT Shares to be issued to Winsome shareholders and option holders pursuant to the Winsome Transaction), Li-FT shareholders approval and various other closing conditions that are considered customary, including Winsome shareholder approval and Court approval. 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 expected completion of the transaction is Late April 2026. As of March 9, 2026, the Galinée Transaction has been completed. As of March 26, 2026, The Supreme Court of Western Australia (Court) has made orders and directions that Winsome convene and hold a meeting of Winsome shareholders and option holders to consider and vote on the Share Scheme. The Scheme Meetings will be held in person on May 5, 2026. On May 5, 2026, the transaction has been approved by the shareholders and option holders of Winsome Resources Limited. The second court hearing is expected to take place on May 11, 2026 and the transaction is expected to close on May 21, 2026. On May 11, 2026, the Supreme Court of Western Australia (Court) has made orders approving the Share Scheme and the Option Scheme.
Canaccord Genuity Group acted as financial advisor for Li-FT Power Ltd. Allion Legal acted as legal advisor for Li-FT Power Ltd. McCarthy Tétrault LLP acted as legal advisor for Li-FT Power Ltd. Azure Capital Pty Ltd. acted as financial advisor for Winsome Resources Limited. DLA Piper Australia Pty Ltd acted as legal advisor for Winsome Resources Limited. DLA Piper LLP acted as legal advisor for Winsome Resources Limited.
Li-FT Power Ltd. (TSXV:LIFT) completed the acquisition of Winsome Resources Limited (ASX:WR1) for approximately AUD 170 million on May 21, 2026. In aggregate, 27,136,492 Li-FT common shares are to be issued 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 to acquire 18,288,900 options of Winsome that are currently issued and outstanding. Announcement • Dec 15
Li-FT Power Ltd. (TSXV:LIFT) signed a binding scheme implementation deed to acquire Winsome Resources Limited (ASX:WR1) for approximately AUD 140 million. Li-FT Power Ltd. (TSXV:LIFT) signed a binding scheme implementation deed to acquire Winsome Resources Limited (ASX:WR1) for approximately AUD 140 million on December 15, 2025. Winsome shareholder will receive 0.107 of a Li-FT Share or CDI valued at AUD 0.501 for each Winsome Share held. The transaction values Winsome at approximately AUD 130.8 million on a fully-diluted-in-the-money basis. Li-FT has also entered into a non-binding letter of intent with Azimut Exploration Inc. and SOQUEM Inc. to acquire an aggregate 75% interest in the Galinée property. Li-FT has also announced a concurrent private placement consisting of subscription receipts for gross proceeds of CAD 30 million. Existing Winsome securityholders will own approximately 35.3% of the combined company. Li-FT has agreed to apply for admission to the official list of the Australian Securities Exchange and to have Li-FT Shares trading on the ASX via the issue of CHESS Depository Interests. 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. In case of termination of transaction, Li-FT Power Ltd. will pay a termination fee of AUD 1.31 million and seller will pay a termination fee of AUD 1.31 million.
The transaction is completion of the Galinée Transaction, completion of the Li-FT Subscription Receipt Offering, Li-FT shareholder approval, Li-FT being admitted to the official list of the ASX and approval for the official quotation of the CDIs on ASX, approval of the TSXV (including approval for quotation on the TSXV of the Li-FT Shares to be issued to Winsome shareholders and option holders pursuant to the Winsome Transaction), Li-FT shareholders approval and various other closing conditions that are considered customary, including Winsome shareholder approval and Court approval. 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 expected completion of the transaction is Late April 2026.
Canaccord Genuity Group acted as financial advisor for Li-FT Power Ltd. Allion Legal acted as legal advisor for Li-FT Power Ltd. McCarthy Tétrault LLP acted as legal advisor for Li-FT Power Ltd. Azure Capital Pty Ltd. acted as financial advisor for Winsome Resources Limited. DLA Piper Australia Pty Ltd acted as legal advisor for Winsome Resources Limited. DLA Piper LLP acted as legal advisor for Winsome Resources Limited. New Risk • Nov 17
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Australian stocks, typically moving 14% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-AU$25m free cash flow). Revenue is less than US$1m. Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Market cap is less than US$100m (AU$75.6m market cap, or US$49.3m). 
