LIFT Enters into Binding Call Option Agreement for the Acquisition of the Renard Mine Site

Executive Summary

• Li-FT Power Ltd. has entered into a binding call option agreement to acquire the Renard diamond mine, processing facility, and associated infrastructure (or 100% shares in Stornoway/1127 Canada) from Stornoway Diamonds and its CCAA monitor.
• The agreement grants LIFT an exclusive two-year option period (extendable by 12 months) to exercise the acquisition for a nominal C$1.00 exercise price, subject to court approval and multiple regulatory/financial conditions.
• LIFT will pay a C$12 million option fee and fund C$18 million in care and maintenance costs, with the strategic objective of repurposing Renard’s existing 2.2Mtpa processing plant for lithium spodumene processing to support its Adina Lithium Project.

Key Details

• Transaction Structure & Counterparties: Binding call option agreement with Stornoway Diamonds (Canada) Inc., 11272420 Canada Inc., and Deloitte Restructuring Inc. (Monitor) under ongoing CCAA proceedings.
• Target Assets: Renard diamond mine, processing facility, and associated infrastructure in Québec, or all issued shares in Stornoway or 1127 Canada.
• Option Terms: Exclusive call option for a two-year period from execution, extendable by one additional 12-month period upon request. Exercise price is C$1.00.
• Option Fee: C$12 million payable within two business days of execution, held in trust by the Monitor pending MRNF authorization to postpone rehabilitation/restoration work during the option period.
• Care & Maintenance (C&M) Costs: LIFT bears sole responsibility for C&M during the option period. Must deposit C$18,000,000 (12 months estimated C&M) with the Monitor in trust upon satisfaction of release conditions, plus fund the second year in advance.
• Conditions Precedent:
• Court approval under CCAA (hearing scheduled July 2, 2026; deadline July 10, 2026)
• Satisfaction of Release Conditions (MRNF authorization)
• Distribution of cash/cash equivalents to secured creditors per court approval
• Financial guarantee provided to MRNF per Quebec Mining Act
• Distribution of C$5,364,234.75 cash collateral to secured creditors or increase in exercise price
• Negotiation and execution of definitive acquisition agreement
• Receipt of all regulatory approvals, including TSX Venture Exchange
• Refund/Termination: Option fee refunded if court approval is not received by July 10, 2026, or if Release Conditions are not met within three months post-approval.
• Strategic Rationale & Infrastructure: Renard plant has a 2.2Mtpa design capacity with crushing, dense media separation, and ore sorting circuits compatible with spodumene pegmatite ore. Includes a 16MW LNG-fired power station, 330-bed camp, airstrip, tailings storage, water management infrastructure, and rail/road access. Acquisition aims to reduce upfront capex, project risk, and environmental footprint for the Adina Lithium Project.
• Adina Lithium Project Mineral Resources: Indicated: 60.5 Mt @ 1.14% Li2O; Inferred: 15.9 Mt @ 1.17% Li2O (combined open pit and underground estimates).