LI-FT POWER AGREES TO COMBINE WITH WINSOME RESOURCES AND ACQUIRE MAJORITY INTEREST IN THE GALINEE PROPERTY TO UNLOCK VALUE AT THE TIER-ONE ADINA PROJECT

Executive Summary

• Li‑FT Power Ltd. and Winsome Resources Limited have signed a binding scheme implementation deed under which Li‑FT will acquire 100 % of Winsome’s issued securities (the “Winsome Transaction”) at an exchange ratio of 0.107 Li‑FT share per Winsome share, representing a ~62 % premium to the closing price.
• Simultaneously, Li‑FT entered a non‑binding LOI to acquire a 75 % controlling interest in the adjacent Galinée property (the “Galinée Transaction”), providing an upfront issuance of 3 million Li‑FT shares and a $1.5 M deferred cash consideration.
• To fund exploration and development of the combined Adina‑Galinée project, Li‑FT announced a concurrent private placement of subscription receipts and common shares for gross proceeds of C$40 M (C$30 M from flow‑through subscription receipts and C$10 M from common shares). Closing is expected around 20 Jan 2026.

Key Details

• Winsome Transaction – Consideration
• Exchange Ratio: 0.107 Li‑FT share (or CDI) per Winsome share.
• Implied offer price: A$0.501 per Winsome share (based on Li‑FT VWAP C$4.306, AUD/CAD = 0.9201).
• Premiums: 62 % to Winsome’s closing ASX price; 68 % to 20‑day VWAP.

• Post‑transaction ownership: Existing Winsome shareholders ~35.3 % of combined company (fully diluted, in‑the‑money basis).

• Galinée Transaction – Terms

• Li‑FT to acquire 75 % of Galinée (50 % from Azimut, 25 % from SOQUEM).
• Up‑front consideration: 2 M Li‑FT shares + 1.4 % NSR royalty for Azimut’s 50 %; 1 M Li‑FT shares for SOQUEM’s 25 %.

• Deferred cash: $1.5 M payable on completion of an economic study or within 18 months, whichever is earlier.

• Concurrent Offering (Financing)

• Subscription Receipt Offering – 3,876,000 FT subscription receipts @ C$6.45 each = C$25,000,200; 1,162,800 non‑FT receipts @ C$4.30 each = C$5,000,040.
• Non‑Subscription Receipt Offering – 775,200 FT common shares @ C$6.45 = C$5,000,040; 1,162,800 non‑FT common shares @ C$4.30 = C$5,000,040.
• Total gross proceeds: C$40 M (C$25 M from FT receipts, C$5 M from non‑FT receipts, C$5 M from FT shares, C$5 M from non‑FT shares).

• Use of Proceeds: FT receipt proceeds for flow‑through eligible Canadian exploration expenses on Adina‑Galinée (by 31 Dec 2027); net proceeds from non‑FT securities for Adina‑Galinée, Yellowknife project development and general corporate purposes.

• Closing Conditions & Timelines

• Winsome Transaction subject to: court approvals, ≥75 % shareholder approval, completion of Galinée Transaction, completion of the subscription receipt offering, ASX admission of Li‑FT shares/CDIs, TSXV quotation, no material adverse change, and customary conditions.
• Expected Winsome shareholder meeting: early April 2026; effective date late April 2026.

• Subscription receipts escrow release condition tied to completion of Winsome Transaction; outside date for escrow release: 30 Jun 2026.

• Strategic Rationale

• Integration of Galinée with the tier‑one Adina project expected to expand open‑pit scale and resource tonnage (Adina MRE: 61.4 Mt @ 1.14 % Li₂O indicated; 16.5 Mt @ 1.19 % Li₂O inferred).

• Combined entity will have dual listing on TSXV and ASX, broader investor base, enhanced capital‑raising capacity, and stronger processing options at the Renard Mine.

• Management & Board Changes

• Winsome Managing Director Chris Evans to join Li‑FT board; Winsome Executive Director Development & Finance Simon Iacopetta to become strategic advisor to Li‑FT board upon completion.

Notable Quotes

• Francis MacDonald, President & CEO, Li‑FT: “This Winsome Transaction is transformative… 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.”
• Chris Evans, Managing Director, Winsome: “The transaction offers Winsome shareholders a meaningful stake in a larger company at an attractive premium and positions the combined entity for near‑term development of a significant lithium project.”