21 May 2026
May 21, 2026 – Vancouver, B.C., Li-FT Power Ltd. (“LIFT” or the “Company”) (TSXV: LIFT) (OTCQX: LIFFF) (Frankfurt: WS0) is pleased to announce the successful completion of the combination with Winsome Resources Limited (“Winsome”) (ASX: WR1), as previously announced on December 15, 2025.
The transaction adds the tier-one Adina lithium project, located in the Eeyou Istchee James Bay region of Québec, to LIFT’s portfolio and, together with the previously announced acquisition of a 75% interest in the adjacent Galinée property, creates one of the largest hard rock lithium developers in Canada. The combined Adina-Galinée project unlocks the potential to enhance scale, resource profile and project economics in the near-term.
Pursuant to the transaction, eligible Winsome shareholders receive 0.107 of a new LIFT common share (or 0.107 of a CHESS Depository Interest (“CDI”) representing 0.107 of a LIFT common share) for each Winsome ordinary share held. All of the outstanding options in Winsome will be cancelled and Winsome optionholders will receive a specified fraction of a LIFT common share or a LIFT CDI for each option held (see the table in Section 3.7(a) of the Scheme Booklet which sets out the specified fraction of a LIFT common share or LIFT CDI provided as consideration based on the relevant tranche of Winsome options). In aggregate, 27,136,492 LIFT common shares are to be issued (25,879,073 as CDIs and 1,257,419 as common shares) to acquire 253,623,451 ordinary shares of Winsome that are currently issued and outstanding, and 722,092 LIFT common shares are to be issued (691,694 as CDIs and 30,398 as common shares) to acquire 18,288,900 options of Winsome that are currently issued and outstanding.
Completion of the transaction follows (i) receipt by Winsome of requisite shareholder and optionholder approval in favour of the schemes of arrangement in relation to the transaction on May 5, 2026, and (ii) approval by the Supreme Court of Western Australia of such schemes of arrangement on May 11, 2026. The transaction was negotiated by LIFT and Winsome on an arms-length basis and no finder’s fee is payable by LIFT in connection with the transaction, other than certain customary investment banking advisory fees.