Li-FT Power Ltd. (LIFT.V) and Winsome Resources Limited (WR1.AX) have entered into a binding scheme implementation deed under which Li-FT will acquire 100% of Winsome's issued securities. The acquisition will be completed through Australian share and option schemes of arrangement under the Corporations Act, subject to customary conditions.
In parallel, Li-FT has signed a non-binding letter of intent with Azimut Exploration Inc. (AZM.V,AZMTF) and SOQUEM Inc. to acquire a 75% interest in the Galinée property. Galinée lies immediately adjacent to Winsome's Adina project and is interpreted to host a continuation of Adina's mineralization. Together, the two assets will form the Adina-Galinée project, strengthening Li-FT's footprint in Québec's lithium sector.
Both transactions have the backing of Li-FT's strategic shareholder, Avenir Minerals Limited, which brings extensive permitting, operating, and construction expertise in Québec. The Winsome transaction offers shareholders 0.107 of a Li-FT common share or a CHESS Depository Interest (CDI) for each Winsome share held. Based on Li-FT's five-day VWAP as of December 10, 2025, this exchange ratio implies an offer price of A$0.501 per Winsome share, representing a 62% premium to Winsome's closing price on December 8, 2025, and a 68% premium to its 20-day VWAP.
Winsome's Board has unanimously recommended that shareholders vote in favour of the transaction. Directors holding 6.2% of Winsome shares and 42.3% of Winsome options have confirmed their intention to support the deal. In addition, Winsome's largest shareholder, Waratah Capital Advisors, which owns 9.3% of Winsome shares, has stated it will vote in favour.
To fund exploration and development of Adina-Galinée, Li-FT will undertake a concurrent private placement of subscription receipts to raise C$30 million, conditional on completion of the Winsome transaction by June 30, 2026. A second private placement of Li-FT shares will raise an additional C$10 million to support exploration at Li-FT's flagship Yellowknife Lithium Project. Following completion of the Galinée transaction, Winsome shareholders will own approximately 35.3% of the combined company on a fully diluted in-the-money basis.
Li-FT has also agreed to apply for admission to the official list of the Australian Securities Exchange, with its shares to trade via CDIs. Upon successful completion of the Winsome transaction, Winsome Managing Director Chris Evans will join the Li-FT Board, while Winsome Executive Director Development & Finance, Simon Iacopetta, will serve as a strategic advisor.
The Winsome transaction remains subject to completion of the Galinée transaction, the subscription receipt offering, Li-FT shareholder approval if required, admission to the ASX and approval for CDI quotation, Winsome shareholder approval, and Court approval.
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