McCarthy Tétrault advising Li-FT; DLA Piper representing Winsome
Li-FT Power Ltd. has agreed to acquire Winsome Resources Limited in a deal valued at approximately $120.3 million (A$130.8 million), under a binding scheme implementation deed that will see Li-FT acquire 100 percent of Winsome’s issued securities.
Li-FT is a Canadian-focused mineral exploration company primarily targeting lithium pegmatite projects. Its flagship asset is the Yellowknife Lithium Project in the Northwest Territories, and it also holds three early-stage exploration properties in Quebec with potential for buried lithium pegmatites, as well as the Cali Project in the Northwest Territories’ Little Nahanni Pegmatite Group.
Winsome is likewise focused on Canadian lithium, with several projects in the Eeyou Istchee James Bay region of Quebec. Its flagship asset is the Adina lithium project, a 100 percent-owned resource regarded as a tier-one deposit in a low-risk mining jurisdiction.
Alongside the Winsome deal, Li-FT has entered into a non-binding letter of intent with Azimut Exploration Inc. and SOQUEM Inc. to acquire a majority stake in the nearby Galinée property. Li-FT is proposing to acquire a 75 percent interest in Galinée, comprising a 50 percent interest from Azimut and a 25 percent interest from SOQUEM, with SOQUEM retaining the remaining 25 percent. Galinée lies immediately adjacent to Adina and is interpreted to host a continuation of Adina’s lithium-bearing mineralization.
On completion of the Winsome acquisition and the Galinée transaction, existing Winsome securityholders are expected to hold approximately 35.3 percent of the combined company on a fully diluted in-the-money basis.
The transactions have the backing of Li-FT’s strategic shareholder, Avenir Minerals Limited, which has permitting, operating, and construction experience in Quebec.
Winsome’s key asset, the Adina Lithium project in Eeyou Istchee James Bay, is described as one of the top five largest lithium resources in North America. Galinée, currently a 50/50 joint venture between Azimut and SOQUEM, hosts wide, high-grade lithium-bearing pegmatites adjacent to the Adina deposit. Recent work at Galinée has identified multiple prospects, with till sampling leading to the discovery of new spodumene-bearing boulders and outlining two additional highly prospective target areas.
“Our combination with Winsome and acquisition of Galinée is a natural fit that creates one of the largest hard rock lithium developers in Canada and places Adina on an exciting path to potentially enhance its scale, resource profile, and project economics in the near-term,” Li-FT president and CEO Francis MacDonald said in a press release. “The combined company will be well funded and publicly listed on two of the world’s leading exchanges for mining issuers with research coverage and support from its institutional and strategic shareholders.”
Winsome managing director Chris Evans added, “The combined company is expected to have a market-leading position in the James Bay region of Quebec, access to capital from a range of strategic and financial investors, and a unique opportunity to progress development of significant lithium project in the near-term.”
On the advisory side, McCarthy Tétrault LLP and Allion Partners Pty Ltd are acting as Canadian and Australian legal counsel, respectively, to Li-FT, with Canaccord Genuity Corp. as financial advisor. DLA Piper (Canada) LLP and DLA Piper Australia are serving as legal counsel to Winsome, with Azure Capital as financial advisor.
The transaction is expected to close by April 2026, subject to customary closing conditions.
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