Li-FT Power To Acquire Winsome Resources And Secure Interest In Galinée Property

Li-FT Power has agreed to acquire 100% of Winsome Resources via an Australian scheme and signed a non‑binding LOI to buy 75% of the adjacent Galinée property from Azimut/SOQUEM, combining the assets into an Adina‑Galinée lithium project in Québec. The Winsome consideration is 0.107 Li‑FT shares/CDIs per Winsome share (implying A$0.501 using Li‑FT’s five‑day VWAP to Dec. 10, 2025), a 62% premium to Winsome’s Dec. 8 close and 68% to its 20‑day VWAP; Winsome’s board unanimously recommends the deal and key shareholders representing material stakes have signalled support, with Winsome holders set to own ~35.3% of the merged company on a fully diluted in‑the‑money basis. Li‑FT will pursue concurrent financing—C$30m via subscription receipts (conditional on completion by June 30, 2026) and a further C$10m private placement for its Yellowknife project—seek ASX admission and CDI quotation, and add Winsome executives to its board, though the transactions remain subject to customary shareholder, court and regulatory approvals.

Analysis

Li-FT Power has executed a binding scheme implementation deed to acquire 100% of Winsome Resources and signed a non-binding LOI to buy a 75% interest in the adjacent Galinée property from Azimut Exploration and SOQUEM, combining Winsome's Adina asset with Galinée into an Adina-Galinée lithium project in Québec. The transactions are strategically supported by Avenir Minerals and are positioned to expand Li-FT's Québec footprint by capturing a interpreted continuation of Adina's mineralization.

The Winsome consideration is 0.107 Li-FT shares or CDIs per Winsome share, which using Li-FT's five-day VWAP to December 10, 2025 implies A$0.501 per Winsome share — a 62% premium to Winsome's December 8 close and 68% to the 20-day VWAP. Winsome's board unanimously recommends the deal, directors holding 6.2% of shares and 42.3% of options and the largest shareholder Waratah (9.3%) have signalled support, and Winsome shareholders would own ~35.3% of the combined company on a fully diluted, in-the-money basis.

Li-FT plans a C$30m subscription-receipt raise (conditional on closing by June 30, 2026) and a further C$10m private placement for Yellowknife, will seek ASX admission/CDI quotation, and the transactions remain subject to completion of Galinée, financings, shareholder and court approvals. Market signals show moderately positive sentiment (0.45) and favorable per-ticker sentiment for Li-FT (0.6), but execution and financing milestones are the primary near-term risks.

Key Decisions for Investors

• Consider gaining exposure to Li-FT on confirmed completion and receipt financing given the 62%+ premium and strategic asset consolidation, Monitor the C$30m subscription-receipt offering and the June 30, 2026 condition closely — failure to complete financings or the Galinée acquisition materially increases deal risk
• Require confirmation of ASX admission/CDI quotation, Winsome and court approvals before increasing position size and consider hedging near-term event risk until regulatory and financing milestones are cleared