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 and Winsome Resources have signed a binding scheme implementation deed whereby Li‑FT will acquire 100 % of Winsome’s securities (the “Winsome Transaction”) at an implied offer price of A$0.501 per Winsome share—a 62 % premium to the closing price.
• Li‑FT entered into a non‑binding LOI to acquire a 75 % controlling interest in the adjacent Galinée property from Azimut (50 %) and SOQUEM (25 %), providing strategic access to the tier‑one Adina‑Galinée lithium project.
• Li‑FT announced a concurrent private placement of subscription receipts and common shares raising C$40 million (C$30 M via flow‑through subscription receipts, C$10 M via common shares) to fund exploration/development of Adina‑Galinée and the Yellowknife Lithium Project.

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 closing price; 68 % to 20‑day VWAP.

• Existing Winsome shareholders will own ~35.3 % of the combined company (fully diluted) after Galinée acquisition.

• Galinée Transaction – Terms

• Li‑FT to acquire 75 % of Galinée: 50 % from Azimut, 25 % from SOQUEM.
• Consideration:
  • Azimut: 2,000,000 Li‑FT shares + 1.4 % NSR; deferred cash $1.5 M (or shares) payable after economic study or within 18 months.
  • SOQUEM: 1,000,000 Li‑FT shares.

• Transaction remains non‑binding and subject to definitive agreements.

• Concurrent Offering – Structure & Proceeds

• Subscription Receipt Offering:
  • 3,876,000 flow‑through subscription receipts @ C$6.45 each → C$25,000,200 gross.
  • 1,162,800 non‑flow‑through subscription receipts @ C$4.30 each → C$5,000,040 gross.
• Non‑Subscription Receipt Offering:
  • 775,200 flow‑through common shares @ C$6.45 → C$5,000,040.
  • 1,162,800 common shares @ C$4.30 → C$5,000,040.
• Underwriters’ option to sell up to an additional C$6.5 M of securities.

• Use of proceeds:

  • FT subscription receipts: eligible Canadian flow‑through exploration expenses for Adina‑Galinée (by 31 Dec 2027).
  • Non‑FT subscription receipts & common shares: development of Yellowknife project, Galinée acquisition, and general corporate purposes.

• Board & Shareholder Actions

• Winsome Board unanimously recommends shareholders vote in favour; directors holding ~6.2 % of Winsome shares intend to vote for the transaction.
• Major shareholder Waratah Capital Advisors (9.3 % of Winsome) has signed a voting intention statement supporting approval.

• Timeline: Court dates Feb‑Mar 2026, shareholder meeting early Apr 2026, effective date late Apr 2026.

• Strategic Rationale

• Combines Adina (61.4 Mt @ 1.14 % Li₂O indicated) with Galinée to unlock larger open‑pit resources.
• Enhances capital market profile via dual listing on TSXV and ASX, broader investor base, and stronger access to financing.

• Provides strategic support from Avenir Minerals (permitting & construction expertise).

• Additional Transactions

• Winsome sold offtake rights for C$1.8 M to Albemarle subsidiary; retains 15.6 % interest in Power Metals Corp., valued at C$23.6 M.

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 Winsome Transaction represents an attractive opportunity for shareholders… a market‑leading position in the James Bay region with access to capital from strategic investors.”