Li-FT’s $130M Deal Values Winsome Shares at 40 Cents Each

Overview of the Transaction

Winsome Resources Limited (ASX:WR1), a Canadian-focused lithium exploration and development company, has agreed to be acquired by Li-FT Power Ltd (TSXV: LIFT) through a scheme of arrangement. The transaction involves Li-FT acquiring 100% of Winsome's fully paid ordinary shares and unlisted options. Concurrently, Li-FT will acquire a 75% interest in the Galinée Project, adjacent to Winsome’s flagship Adina Project in Québec, Canada.

The merged entity will be dual-listed on the Australian Securities Exchange (ASX) and the TSX Venture Exchange (TSXV), providing shareholders with exposure to a diversified portfolio of lithium assets across Québec and the Northwest Territories. The transaction is supported by strategic investors including Avenir Minerals, a subsidiary of Agnico Eagle Mines, and Winsome’s majority shareholder Waratah Capital Advisors.

Strategic Rationale and Benefits

The consolidation of the Adina and Galinée Projects is expected to enhance project scale and economics by removing claim boundaries that currently limit open-pit mining potential. The merged group will also benefit from increased market capitalisation, enhanced liquidity, broader broker coverage, and access to a wider pool of institutional and retail investors across two leading mining markets.

Li-FT’s recent C$48.1 million capital raising, completed in January 2026, strengthens the merged group’s financial capacity to advance exploration and development activities. The combination also offers potential synergies in permitting, stakeholder engagement, and technical expertise, with a focus on unlocking value at the Renard Project, although no transaction for Renard has been agreed as of the last practicable date.

Independent Expert’s Assessment

RSM Corporate Australia Pty Ltd, the independent expert appointed by Winsome, has concluded that while the schemes are not fair, they are reasonable and in the best interests of Winsome securityholders, subject to no superior proposal emerging. The expert’s valuation reflects a premium of approximately 31% based on market prices of Li-FT shares and the strategic benefits of the merger.

The expert report highlights that the implied value of the scheme consideration per Winsome share is below the controlling value of a standalone Winsome share, but the combined entity’s enhanced scale and funding platform justify the transaction. The expert encourages shareholders to carefully consider the scheme booklet and seek professional advice.

Shareholder Meetings and Voting

Winsome shareholders and optionholders will convene separate meetings on 5 May 2026 in Perth, Western Australia, to vote on the share and option schemes respectively. To be approved, each scheme requires a majority in number and at least 75% of votes cast in favour. The Supreme Court of Western Australia will then consider final approval on 11 May 2026.

Shareholders are encouraged to vote in favour of the schemes, with the Winsome board unanimously recommending approval, subject to no superior proposal and the independent expert’s continuing support. Proxy voting is available, and detailed instructions are provided in the scheme booklet.

Risks and Considerations

While the transaction offers strategic benefits, shareholders should be aware of risks including the variable market price of Li-FT shares and CDIs, potential delays in regulatory approvals, and uncertainties around the Renard Project acquisition. If the schemes do not proceed, Winsome will continue as a standalone entity but may face funding challenges and reduced market confidence.

Shareholders will also become securityholders in a Canadian company subject to different legal and regulatory regimes, which may affect shareholder rights and remedies.

Outlook

The merged group aims to leverage its expanded asset base and financial strength to accelerate lithium project development in North America. The transaction positions the group to capitalize on growing lithium demand driven by electric vehicles and energy storage markets. Market participants will closely watch shareholder votes, regulatory milestones, and any emerging competing proposals as the transaction progresses.