Supreme Court Approves Winsome Share and Option Schemes Ahead of May Delisting

Court Approval Confirms Acquisition Completion

Winsome Resources Limited (ASX:WR1) has reached a pivotal milestone in its takeover by Li-FT Power Ltd (TSXV: LIFT) following the Supreme Court of Western Australia’s approval of the Share Scheme and Option Scheme. The court’s orders, lodged with ASIC on 12 May 2026, render the schemes legally effective, clearing the way for Li-FT to acquire 100% of Winsome’s fully paid ordinary shares and unlisted options. This marks the formal conclusion of a process that began with shareholder approval and culminated in judicial endorsement, with the court explicitly finding the schemes fair and reasonable to all securityholders.

The approval hearing on 11 May 2026 was notably uncontested, with no Winsome Securityholder or regulator opposing the schemes, underscoring broad support for the acquisition. The court’s validation also facilitates Li-FT’s exemption from US Securities Act registration requirements under section 3(a)(10), a key regulatory consideration for the transaction’s cross-border elements. This legal green light follows the strong shareholder backing recorded in early May, where over 97% of Winsome shareholders supported the deal, and optionholders unanimously approved the takeover terms, as detailed in the shareholder approval vote.

Trading Suspension and Key Dates Signal Transition

With the schemes now effective, Winsome shares ceased trading on the ASX at the close of 12 May 2026, reflecting the imminent transition of ownership. The company is scheduled for delisting on 22 May 2026, coinciding with the commencement of trading of Li-FT’s new CDIs on the ASX. Li-FT shares will also begin trading on the TSXV the following day, 26 May 2026. Shareholders and optionholders have until 5:00pm AWST on 12 May to submit election forms deciding whether to receive Li-FT shares or CDIs as consideration, or to withdraw previous elections. These procedural steps are critical for the smooth implementation of the schemes and finalisation of shareholdings.

The structured timetable reflects a carefully coordinated handover, with holding statements and share certificates dispatched by 25 May 2026. This timeline ensures that investors are fully transitioned into Li-FT’s capital structure within weeks, marking a significant shift for the lithium-focused miner’s ownership and market presence. The orderly process also mitigates disruption to trading liquidity and investor certainty.

Implications for Lithium Sector and Market Participants

Li-FT’s acquisition of Winsome consolidates its position in the lithium resources sector, a market segment that has seen heightened M&A activity amid growing demand for battery minerals. The completion of this scheme of arrangement, now legally effective, removes a major overhang from Winsome’s shares and aligns the company’s assets under Li-FT’s strategic vision. This transaction also exemplifies the increasing complexity of cross-border resource deals, involving dual listings and regulatory approvals across Australian and North American jurisdictions.

Market participants will be watching how Li-FT integrates Winsome’s projects and whether the combined entity can leverage synergies to enhance exploration and development outcomes. The smooth court approval and shareholder cooperation suggest a well-managed transaction, but the real test will be in the coming months as Li-FT assumes operational control and delivers on its growth plans. This acquisition follows a series of regulatory and shareholder milestones, including the Supreme Court clearance announcement and the earlier Winsome shareholder vote, which together have shaped the deal’s trajectory.