Li-FT Power’s 100% Acquisition of Winsome Resources Advances to Shareholder Vote

Shareholder Vote Looms on Li-FT Power Takeover

Winsome Resources Limited (ASX:WR1) is on the cusp of a significant ownership change, with its shareholders and optionholders set to vote on 5 May 2026 on a proposed acquisition by Li-FT Power Ltd. The deal, structured as concurrent schemes of arrangement for both shares and unlisted options, would see Li-FT acquire 100% of Winsome’s equity, subject to various conditions including court sanction.

If the Share Scheme is approved, each eligible Winsome share will convert into 0.107 of a Li-FT CHESS Depositary Interest (CDI) quoted on the ASX by default, or, for those who elect, an equivalent fraction of a Li-FT common share listed on the TSX Venture Exchange (TSXV). Optionholders face a similar exchange ratio for their Winsome options. This dual-listing approach aims to provide flexibility and liquidity across Australian and Canadian markets.

Key Conditions Met as Transaction Progresses

Earlier this year, Li-FT cleared a critical hurdle by completing the acquisition of a 75% interest in the Galinée lithium property, a key asset in the combined portfolio. This milestone satisfied a precedent condition in the Scheme Implementation Deed, moving the transaction closer to completion. The Supreme Court of Western Australia has since authorised Winsome to convene meetings of shareholders and optionholders to consider the schemes, with the Scheme Booklet registered with ASIC and dispatched to securityholders in early April.

These developments follow the recent court approval for scheme meetings and the dispatch of detailed voting materials, including an independent expert’s report. The expert’s conclusion that the schemes are not fair but reasonable adds a layer of complexity to the decision facing investors.

Exploration and Development Plans Await Scheme Outcome

Operationally, Winsome continues to advance its exploration activities, notably initiating a combined geological model for the Adina-Galinée projects. This integrated approach is designed to optimise the upcoming 2026 drilling program and support a combined Mineral Resource estimate compliant with JORC and NI 43-101 standards. However, these plans are explicitly contingent on the successful implementation of the Share Scheme, underscoring the uncertainty until shareholder and court approvals are secured.

Project development efforts are also underway, including geochemical studies and conceptual site layout assessments aimed at reducing costs and environmental impacts. Collaborations with Eskan Consulting Group on the Trans-Atikh Project continue, alongside preparations for the Eskan Business Expo in May.

Financial Position Reflects Ongoing Investment and Cash Burn

At quarter-end, Winsome held A$5.7 million in cash alongside a sizeable stake in PWM shares valued at C$10.5 million. The quarterly cash flow report reveals ongoing expenditure on exploration, evaluation, and corporate costs, resulting in an estimated 1.5 quarters of funding available at current burn rates. Management notes that spending levels are expected to reduce following the acquisition announcement.

The second and final court hearing to approve the schemes is scheduled for 11 May 2026 in Perth. Securityholders opposing the schemes have the right to file notices of appearance and affidavits ahead of this date, ensuring a formal process for objections.