Li-FT Announces Closing of C$48.1 Million Private Placement Financing, Including Full Exercise of the Underwriters' Option

Executive Summary

• Li‑FT Power Ltd. closed its previously announced financing, raising approximately C$48.1 million in gross proceeds.
• The raise consisted of both flow‑through and non‑flow‑through subscription receipts and common shares, with underwriters exercising full over‑allotment options.
• Proceeds are earmarked for (i) escrow to fund the proposed acquisition of Winsome Resources Ltd., (ii) eligible Canadian exploration expenses on the Adina‑Galinée lithium property in Quebec, and (iii) development of the Yellowknife Lithium Project and other exploration assets.

Key Details

• Total Gross Proceeds: ~C$48.1 million.
• Subscription Receipt Offering
• 3,876,000 flow‑through subscription receipts @ C$6.88 each → C$26,666,880 gross.
• 2,209,300 non‑flow‑through subscription receipts @ C$4.30 each → C$9,499,990 gross.
• Common Share Offering
• 775,200 flow‑through common shares @ C$6.45 each → C$5,000,040 gross.
• 1,627,800 non‑flow‑through common shares @ C$4.30 each → C$6,999,540 gross.
• Underwriters: Lead underwriter/sole‑bookrunner – Canaccord Genuity Corp.; syndicate included Cormark Securities Inc. and SCP Resource Finance LP.
• Commission: 5.0 % cash commission on gross proceeds (reduced or nil for certain president’s‑list purchasers).
• Escrow Arrangement: Gross proceeds from subscription receipts, less 50 % of underwriters’ commission and related expenses, placed in escrow pending completion of the proposed acquisition of Winsome Resources Ltd. (includes Adina lithium property and a 75 % interest in Galinée property).
• Use of Proceeds – Flow‑Through Receipts & Shares:
• FT Subscription Receipts → eligible Canadian exploration expenses (“Qualifying Expenditures”) on Adina‑Galinée (Quebec) by Dec 31 2027.
• Non‑FT Subscription Receipts → further work on Adina‑Galinée and general corporate purposes.
• FT Shares → Qualifying expenditures on Yellowknife Lithium Project, Galinée property (post‑acquisition), and other exploration properties by Dec 31 2027.
• Non‑FT Shares → funding for Yellowknife project, Galinée property (post‑acquisition) and general corporate purposes.
• Regulatory Conditions: Offerings remain subject to final approval from the TSX Venture Exchange.
• Statutory Hold Period: Subscription receipts and underlying common shares subject to a four‑month‑plus‑one‑day hold period after closing.
• Related Party Transaction Disclosure: Certain directors/officers participated in the offerings; exempted from formal valuation/minority shareholder approval under MI 61‑101. A material change report will be filed post‑closing with additional details.

Notable Quotes

(No direct CEO/President quotes were included in the release.)