Li-FT Power (TSXV: LIFT) has signed a binding scheme implementation deed to acquire 100% of Winsome Resources, while separately signing a non-binding LOI to buy an aggregate 75% of the adjacent Galinée property from Azimut Exploration and SOQUEM, with the Winsome transaction explicitly conditional on completing Galinée.
Winsome shareholders will receive 0.107 of a Li-FT common share, or a CHESS Depository Interest representing one Li-FT share, per Winsome share. The exchange ratio implies an offer price of A$0.501 per Winsome share, based on Li-FT’s 5-day VWAP on the TSXV as of market close December 10, 2025, and implies a premium of 62% to Winsome’s December 8, 2025 close (A$0.310).
On that fully diluted in-the-money basis, the implied consideration values Winsome at approximately A$130.8 million, with existing Winsome securityholders expected to own about 35.3% of the combined company on a fully diluted basis after Li-FT completes the Galinée transaction.
Winsome’s board unanimously recommends the deal, subject to no superior proposal and a positive independent expert conclusion. Directors with relevant interests, collectively holding 6.2% of Winsome shares and 42.3% of options by number, stated an intention to vote in favour.
Deal mechanics include court approval, TSXV approval for the shares issued, ASX approval for Li-FT admission and CDI quotation, and a break fee of $1.3 million payable by either party in specified circumstances.
As part of the arrangement, Li-FT is to raise $40 million via two separate funding rounds, split into subscription receipts and common shares. The subscription receipt portion targets gross proceeds of about $30 million, comprising 3.9 million flow-through subscription receipts at $6.45 for $25.0 million and 1.2 million non-flow-through subscription receipts at $4.30 for $5.0 million, with escrow release tied to completing the Winsome acquisition.
A separate share offering totals about $10 million, with 775,200 flow-through shares at $6.45 for C$5,000,040 and 1.2 million non-flow-through shares at $4.30 for $5.0 million, plus an underwriters’ option for up to $6.5 million of additional securities.
Strategically, Li-FT is pitching the combined Adina-Galinée land position as the value unlock, explicitly citing Adina’s mineral resource of 61.4 Mt at 1.14% Li2O (indicated) and 16.5 Mt at 1.19% Li2O (inferred), supported by 186 diamond drill holes totaling 57,756 m in the estimate.
Li-FT’s LOI targets a 75% controlling interest in Galinée, buying 50% from Azimut and 25% from SOQUEM, leaving SOQUEM with 25%. Consideration to Azimut includes 2.0 million Li-FT shares, a 1.4% net smelter return royalty on Galinée, and deferred consideration of $1.5 million payable in cash or possibly shares, triggered at the earlier of completion of an economic study or 18 months. SOQUEM’s 25% sale consideration is 1.0 million Li-FT shares.
Winsome also disclosed asset monetization alongside the merger, selling offtake rights to lithium, cesium, and tantalum from the Case Lake Area in Eastern Ontario to a subsidiary of Albemarle Corporation for $1.8 million, with Power Metals consenting. Winsome continues to hold a 15.6% interest in PWM, valued at $23.6 million as of last close of $0.87 per share.
Some pundits are describing the deal as bad for Winsome, painting the situation as shareholders being asked to accept a three-part domino chain, not a clean takeover. The scheme is conditional on Li-FT closing a Galinée deal that is still only a non-binding LOI, completing the subscription-receipt financing, and getting ASX admission plus CDI quotation approval, on top of court and shareholder votes. That is a lot of ways for timing, paperwork, or markets to break the path to “A$0.501 implied,” especially with escrowed receipts that unwind if conditions are not met by June 30, 2026.
The value trade also looks messy for what is being sold as an Adina-Galinée scale unlock. Winsome takes scrip priced off Li-FT’s 5-day VWAP and inherits Li-FT execution and trading risk, while giving up direct ownership of an asset anchored by a 61.4 Mt indicated and 16.5 Mt inferred resource at Adina. If Galinée adjacency is the real prize, critics can argue Winsome is effectively paying, via dilution and complexity, to bolt that prize onto a broader Li-FT package and dual-listing plan rather than delivering a simple, asset-first consolidation outcome.
Information for this story was found via the sources and companies mentioned. The author has no securities or affiliations related to the organizations discussed. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
