LIFT Announces That Winsome Resources Securityholders Have Voted in Favour of the Proposed Combination Transaction
May 5, 2026 – Vancouver, B.C., Li-FT Power Ltd. (“LIFT” or the “Company”) (TSXV: LIFT) (OTCQX: LIFFF) (Frankfurt: WS0) is pleased to announce that the shareholders and optionholders of Winsome Resources Limited (ASX: WR1; “Winsome”) have each separately voted in favour of the schemes of arrangement in relation to the proposed combination transaction between LIFT and Winsome.
Pursuant to the transaction announced on December 14, 2025, it is contemplated that LIFT will acquire all of the outstanding Winsome shares under a share scheme of arrangement (“Share Scheme”) and all of the outstanding Winsome options under a related option scheme of arrangement (“Option Scheme” and together, the “Schemes”), in exchange for the issue of new LIFT shares and LIFT CDIs, with the LIFT CDIs to be quoted on the Australian Securities Exchange.
The voting results satisfy two of the key remaining conditions precedent of the Schemes as set out in the Scheme Implementation Deed dated as of December 15, 2025, entered into by LIFT and Winsome. The Schemes remain subject to approval by the Supreme Court of Western Australia, and other conditions precedent as previously announced and described in the Scheme Booklet released by Winsome on March 26, 2026 (“Scheme Booklet”).
The Company expects to communicate additional details regarding the timeline as to the remaining steps for the completion of the Schemes once available.
Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Booklet.
About LIFT
LIFT is a mineral exploration company engaged in the acquisition, exploration, and development of lithium pegmatite projects located in Canada. The Company’s flagship project is the Yellowknife Lithium Project located in Northwest Territories, Canada. LIFT also holds three early-stage exploration properties in Quebec, Canada with excellent potential for the discovery of buried lithium pegmatites, as well as the Cali Project in Northwest Territories within the Little Nahanni Pegmatite Group.
For further information, please contact:
| Francis MacDonald | Daniel Gordon |
| Chief Executive Officer | Investor Relations |
| Tel: +1.604.609.6185 | Tel: +1.604.609.6185 |
| Email: [email protected] | Email: [email protected] |
| Website: www.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 Winsome. 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 satisfaction or waiver of the conditions precedent for the completion of the contemplated combination transaction with Winsome (the “Winsome Transaction”), including receipt of applicable Australian Court approval, and the timing thereof, the completion of the Winsome Transaction and related steps and the timing thereof. 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 matters described in this press release.
Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this press 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. There is no certainty that the Winsome Transaction and related steps will be completed, whether on the timeline presently contemplated or at all.
Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors" in the Company's latest annual information form dated 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 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 press release.