Li-FT Power closes $48.1-million private placement

Executive Summary

• Li-FT Power Ltd. has closed a private placement financing raising aggregate gross proceeds of approximately C$48.1 million, including the full exercise of the underwriters' option to purchase an additional C$6.5 million.
• The financing consists of both subscription receipts and common shares, split between flow-through (FT) and non-flow-through (NFT) instruments, led by Canaccord Genuity Corp.
• Proceeds are designated for Canadian exploration expenses related to the Adina-Galinee project in Quebec and the Yellowknife lithium project in the Northwest Territories, pending the completion of the proposed acquisition of Winsome Resources Ltd.

Key Details

• Total Gross Proceeds: Approximately C$48.1 million.
• Underwriters' Option: The underwriters fully exercised their option to sell an additional C$6.5 million in subscription receipts and shares.
• Subscription Receipt Offering Details:
  • 3,876,000 flow-through (FT) subscription receipts at $6.88 per unit, generating $26,666,880.
  • 2,209,300 non-flow-through (NFT) subscription receipts at $4.30 per unit, generating $9,499,990.
• Common Share Offering Details:
  • 775,200 flow-through (FT) common shares at $6.45 per share, generating $5,000,040.
  • 1,627,800 non-flow-through (NFT) common shares at the NFT issue price, generating $6,999,540.
• Underwriting Commission: 5.0% of gross proceeds, with reduced or nil commissions for certain "president's list" purchasers.
• Use of Proceeds (Subscription Receipts): Held in escrow pending the completion of the proposed acquisition of Winsome Resources Ltd. Upon release:
  • FT Receipts: To incur eligible Canadian exploration expenses (flow-through critical mineral mining expenditures) for the Adina-Galinee project in Quebec on or before Dec. 31, 2027.
  • NFT Receipts: For the Adina-Galinee project and general corporate purposes.
• Use of Proceeds (Common Shares):
  • FT Shares: To incur qualifying expenditures on the Yellowknife lithium project (NWT), the Galinee property (upon acquisition), and other exploration properties on or before Dec. 31, 2027.
  • NFT Shares: For the Yellowknife lithium project, the Galinee property (upon acquisition), and general corporate purposes.
• Regulatory Status: Offerings remain subject to final approval by the TSX Venture Exchange.
• Hold Period: A statutory hold period of four months and one day applies to the subscription receipts and shares issued.
• Insider Participation: Certain directors and officers participated in the offerings, constituting a related party transaction exempt from formal valuation and minority shareholder approval requirements under MI 61-101. A material change report will be filed detailing this participation.
• Related Transactions: The financing is linked to the proposed acquisition of Winsome Resources Ltd., which includes the Adina lithium property and an aggregate 75% interest in the Galinee property.