News Summary
On December 14, 2025, Li-FT Power Ltd. announced a multi-part, transformative transaction to consolidate a significant portion of the James Bay lithium district in Quebec. The key components are:
1. Acquisition of Winsome Resources Limited: Li-FT will acquire all shares of Winsome via a Scheme of Arrangement. Winsome shareholders will receive 0.107 Li-FT common shares for each Winsome share held. This represents an implied offer price of A$0.501 per share, a 62% premium to Winsome’s last closing price, and values the deal at an implied equity value of A$130.8 million.
2. Acquisition of Galinée Property: Li-FT has entered into a non-binding letter of intent (LOI) to acquire a 75% interest in the Galinée property, which is contiguous to Winsome’s flagship Adina Lithium Project. Li-FT will issue 3 million shares and pay C$1.5 million (in cash or shares) to acquire the interest from Azimut Exploration Inc. and SOQUEM Inc. Azimut will retain a 1.4% NSR royalty.
3. C$40 Million Financing: Concurrent with the transactions, Li-FT has announced a C$40 million private placement of subscription receipts and common shares, led by Canaccord Genuity Corp. The financing consists of:
– C$25 million of Flow-Through Subscription Receipts at C$6.45 per unit.
– C$5 million of Non-Flow-Through Subscription Receipts at C$4.30 per unit.
– C$5 million of Flow-Through Common Shares at C$6.45 per share.
– C$5 million of Non-Flow-Through Common Shares at C$4.30 per share.
The combined transactions are inter-conditional and subject to shareholder, court, and regulatory approvals. The new entity will be listed on both the TSXV and ASX and will focus on advancing the consolidated Adina-Galinée project.
Material Impact
This is a game-changing transaction that fundamentally alters Li-FT’s scale, asset base, and strategic direction. The company is leveraging its strengthened market position to become a dominant player in Canada’s premier lithium jurisdiction.
Catalysts
– Execution of Definitive Agreements: The finalization of the non-binding LOI for the Galinée property into a definitive agreement.
– Closing of Financing: The successful closing of the C$40 million financing, expected around January 20, 2026. This is a critical condition for the main transaction.
– Shareholder & Court Approvals: The scheduling and outcome of the Winsome shareholder meeting (expected early April 2026) and subsequent court approvals.
– Transaction Closing: The successful closing of all transactions, targeted for late April 2026.
– 2026 Exploration Plans: Post-closing, the market will look for a detailed, integrated exploration and development plan for the consolidated Adina-Galinée project, as well as updated plans for the Yellowknife Lithium Project.
Materiality Conclusion
The proposed transactions are undeniably material and transformative. Li-FT is effectively acquiring a peer and consolidating a district to create a leading North American lithium developer. The strategic rationale is compelling, and the concurrent financing provides the necessary capital to execute. However, the high degree of execution risk and significant shareholder dilution cannot be overlooked. For a risk-averse investor, the complexity and potential for failure present a major hurdle. The deal has the potential to create tremendous value, but the risks are commensurate with the scale of the ambition.
