Winsome Shareholders Greenlight Li-FT Takeover in Major Lithium Deal

PERTH, Australia – May 05, 2026 – Shareholders of Winsome Resources Limited (ASX: WR1) have overwhelmingly approved a proposed acquisition by Canadian-based Li-FT Power Ltd. (TSXV: LIFT), all but sealing a deal that creates a formidable new player in the North American lithium market. The vote marks a critical milestone in the A$130.8 million transaction, which now awaits only final court approval before proceeding.

In scheme meetings held earlier today, Winsome securityholders delivered a powerful mandate for the merger. The Share Scheme Resolution saw a staggering 93.99% of shareholders present and voting cast their ballots in favor, representing 96.87% of the total votes. Support among optionholders was even more decisive, with the Option Scheme Resolution passing with unanimous 100% approval.

This resounding endorsement clears a significant hurdle for the acquisition, first announced in December 2025. The deal, which offers Winsome shareholders a substantial 62% premium over the company's undisturbed share price at the time, is now poised to move into its final stages.

A Mandate for Consolidation

The near-unanimous vote reflects strong confidence from investors in the strategic logic of combining the two companies. The merger was unanimously recommended by Winsome’s Board of Directors, and it garnered public support from key institutional investors, including Winsome’s largest shareholder, Waratah Capital Advisors, which holds a 9.3% stake.

For Winsome shareholders, the transaction crystallizes the value of the company's Canadian lithium assets while offering continued exposure to their development through a stake in a larger, more diversified entity. Upon completion, Winsome securityholders will own approximately 35.3% of the combined company. They will receive 0.107 of a Li-FT common share for each Winsome share they hold, with the option to receive CHESS Depository Interests (CDIs) that will trade on the Australian Securities Exchange (ASX).

“The transaction offers shareholders value and continuity, providing an attractive opportunity to become a meaningful part of a larger company at a significant premium that reflects the strategic value and growth potential of Winsome’s assets,” Winsome’s Managing Director, Chris Evans, stated when the deal was first proposed. The strong shareholder vote validates this vision, signaling a collective belief that the merged entity is better positioned to navigate the capital-intensive journey from exploration to production.

Forging a Canadian Lithium Powerhouse

The strategic heart of the deal lies in the consolidation of adjacent, high-potential lithium properties in Quebec's prolific James Bay region. The acquisition unites Winsome’s flagship Adina Lithium Project—already one of North America’s top five hard rock lithium resources with a maiden resource of 78 million tonnes at 1.15% Li2O—with Li-FT’s recently acquired Galinée property.

The Galinée property, which Li-FT secured from Azimut Exploration and SOQUEM, is believed to host the geological continuation of the mineralization found at Adina. By bringing these neighboring assets under single ownership, the combined company can unlock significant economies of scale. Analysts expect the consolidation will allow for optimized open-pit design, improved stripping ratios, and reduced per-tonne capital and operational costs, materially enhancing the project's overall economics.

This merger exemplifies a broader industry trend where investors are shifting their focus from single-asset explorers to more robust, multi-property portfolios capable of achieving critical mass. The combined entity will not only have a commanding presence in Quebec but also benefits from Li-FT’s flagship Yellowknife Lithium Project in Canada's Northwest Territories, providing valuable geographic diversification across stable and mining-friendly North American jurisdictions.

To fund this ambitious growth, Li-FT is undertaking a concurrent C$30 million private placement, which will accelerate exploration and development across the combined Adina-Galinée project area. An additional C$10 million placement is earmarked to advance exploration at the Yellowknife project.

The Global Race for Critical Minerals

This acquisition is unfolding against the backdrop of a global scramble to secure critical minerals essential for the green energy transition. Lithium, the primary component in electric vehicle batteries and grid-scale energy storage, is at the forefront of this demand surge. After a brief dip in 2024, lithium prices have shown sustained recovery, and global demand is projected to grow at a compound annual rate of over 13% through the next decade.

The market for critical minerals is forecast to expand from approximately US$410 billion in 2025 to nearly US$670 billion by 2032. This intense demand is fueling a wave of investment and consolidation as companies and countries alike jockey for position. Western governments, including those in Canada, Australia, and the United States, are actively promoting the development of domestic supply chains to reduce their reliance on foreign sources and enhance their energy and economic security.

The Li-FT and Winsome merger is a textbook example of this strategy in action, creating a Canadian-controlled lithium champion with the scale and resource base to become a significant supplier to the burgeoning North American EV industry.

The Road to Completion

With shareholder approval secured, the final major hurdle for the transaction is the Supreme Court of Western Australia. A hearing to approve the schemes of arrangement is scheduled for 10:00 AM (AWST) on May 11, 2026.

Assuming the court grants its approval and all other conditions are met, the timeline will accelerate. Winsome expects the schemes to become legally effective on May 12, with its shares being suspended from trading on the ASX at the close of business that day. The official implementation of the merger is slated for May 21, 2026.

Following implementation, Winsome Resources is expected to be formally delisted from the ASX on May 22. Trading of the new Li-FT CDIs on the ASX is set to commence on a deferred settlement basis on May 13, moving to a normal settlement basis on May 22. For Winsome shareholders, holding statements for their new Li-FT securities are scheduled to be dispatched around May 25, marking the final step in the creation of this new lithium powerhouse.