LIFT Completes Combination With Winsome Resources
Rhea-AI Summary
LIFT (TSXV:LIFT, OTCQX:LIFFF) completed its combination with Winsome Resources, adding the tier-one Adina lithium project in Québec and consolidating Adina-Galinée into one of Canada’s largest hard rock lithium developers.
The deal issues about 27.9 million LIFT shares for Winsome shares and options, converts 6,085,300 subscription receipts to common shares, releases related financing proceeds, and supports LIFT’s new ASX listing via CDIs trading under ticker “LFT”, expected May 26, 2026.
AI-generated analysis. Not financial advice.
Positive
- Adds tier-one Adina lithium project and adjacent Galinée interest to portfolio
- Creates one of the largest hard rock lithium developers in Canada
- Approximately 27.1 million shares issued to acquire all Winsome ordinary shares
- Additional 0.7 million shares issued to acquire Winsome options
- 6,085,300 subscription receipts convert to common shares, releasing financing proceeds
- Admission to ASX with CDIs trading under ticker LFT broadens investor base
Negative
- Total of roughly 34 million new LIFT shares issued, creating shareholder dilution
VANCOUVER, British Columbia, May 21, 2026 (GLOBE NEWSWIRE) -- 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
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.
In connection with the completion of the transaction, the 6,085,300 subscription receipts issued by LIFT pursuant to the financing completed and announced by LIFT on January 29, 2026 have been converted into the same number of LIFT common shares, and the net proceeds from the sale of such subscription receipts have been released from escrow to the Company.
LIFT has also completed its admission to the official list of the Australian Securities Exchange (“ASX”). LIFT CDIs will commence trading on ASX under the ticker “LFT”, with each CDI representing one common share in LIFT. Quotation of the CDIs is “expected” to commence on Tuesday, May 26, 2026. LIFT remains listed on the TSX Venture Exchange (“TSXV”) under the symbol “LIFT”, providing the combined company with access to a broader pool of institutional and retail investors across Canada and Australia.
Francis MacDonald, President and CEO of LIFT, commented: “The completion of the Winsome acquisition is a transformative milestone for LIFT and our shareholders. With Adina now part of our portfolio, alongside our flagship Yellowknife Lithium Project and the Galinée property, we have established a leading platform of high value spodumene assets in Canada. We welcome Winsome shareholders and employees to the combined company and look forward to advancing development across our enhanced portfolio.”
About LIFT
LIFT is focused on developing a portfolio of hard rock lithium assets in Canada, with core development assets in both Quebec and the Northwest Territories. The Company owns the Yellowknife Lithium Project in the Northwest Territories and the Adina Lithium Project in the Eeyou Istchee James Bay region of Quebec. LIFT also holds early-stage exploration properties in both jurisdictions.
| For further information, please contact: | |
| Francis MacDonald Chief Executive Officer Tel: + 1.604.609.6185 Email: investors@li-ft.com Website: www.li-ft.com | Daniel Gordon Investor Relations Manager Tel: +1.604.609.6185 Email: investors@li-ft.com |
Cautionary Statement Regarding Forward-Looking Information
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. The forward-looking statements in this press release relate to, among other things, the issuance of LIFT common shares and CDIs as consideration for the acquisition of Winsome ordinary shares and options, including the timing thereof, the timing for the commencement of trading of LIFT CDIs on the ASX and the advancement of LIFT’s portfolio of mineral properties. These forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release.
Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors" in the Company's latest annual information form filed on April 27, 2026, which is available under the Company's SEDAR+ profile at www.sedarplus.ca, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
