Blue Jay Gold Corp. press release
LI-FT POWER AGREES TO COMBINE WITH WINSOME RESOURCES AND ACQUIRE MAJORITY INTEREST IN THE GALINÉE PROPERTY TO UNLOCK VALUE AT THE TIER-ONE ADINA PROJECT
TSXV - TSX Venture Exchange · Canada
LI-FT POWER AGREES TO COMBINE WITH WINSOME RESOURCES AND ACQUIRE MAJORITY INTEREST IN THE GALINÉE PROPERTY TO UNLOCK VALUE AT THE TIER-ONE ADINA PROJECT
LI-FT POWER AGREES TO COMBINE WITH WINSOME RESOURCES AND ACQUIRE MAJORITY INTEREST IN THE GALINÉE PROPERTY TO UNLOCK VALUE AT THE TIER-ONE ADINA PROJECT Canada NewsWire
Trading Symbols: TSXV: LIFT | ASX: WR1
VANCOUVER, BC and PERTH, Australia, Dec. 14, 2025 /CNW/ - Li-FT Power Ltd. ("Li-FT") (TSXV: LIFT) and Winsome Resources Limited (ASX: WR1) ("Winsome") are pleased to announce the signing of a binding scheme implementation deed (the "Agreement") whereby Li-FT will acquire 100% of the issued securities of Winsome, pursuant to Australian share and option schemes of arrangement under the Australian Corporations Act (together, the "Winsome Transaction"), subject to the satisfaction of various conditions.
Li-FT has also entered into a non-binding letter of intent with Azimut Exploration Inc. ("Azimut") (TSXV: AZM) (OTCQX: AZMTF) and SOQUEM Inc. ("SOQUEM") to acquire (the "Galinée Transaction") an aggregate 75% interest in the Galinée property ("Galinée"), which is immediately adjacent to and is interpreted to host a continuation of the mineralization of the Adina project ("Adina" and, together with Galinée, "Adina-Galinée").
The Winsome Transaction and Galinée Transaction have the support of Li-FT's strategic shareholder, Avenir Minerals Limited ("Avenir Minerals"), which has extensive permitting, operating, and construction expertise in Québec.
Transaction Highlights
Winsome shareholders to receive 0.107 of a Li-FT common share (each, a "Li-FT Share") or a CDI (representing one Li-FT Share) for each ordinary share of Winsome (each, a "Winsome Share") held (the "Exchange Ratio").
The Exchange Ratio implies an offer price of A$0.501 per Winsome Share based on the 5-day volume weighted average price ("VWAP") of Li-FT Shares on the TSX Ventures Exchange ("TSXV") as of market close on December 10, 20251, which represents a:62% premium to the closing price of the Winsome Shares on the ASX as at December 8, 20252; and
68% premium to the 20-day VWAP of the Winsome Shares on the ASX for the period ending December 8, 20253.
Winsome's Board unanimously recommends Winsome securityholders vote in favour of the Winsome Transaction and each director having a relevant interest in Winsome Shares (collectively owning 6.2% of Winsome Shares and 42.3% of Winsome options on issue by number), intends to vote all those shares in favour of the Winsome Transaction4.
Voting intention statement received from Winsome's largest shareholder, Waratah Capital Advisors (owning 9.3% of Winsome Shares on issue), confirming that it intends to vote in favour of the Winsome Transaction5.
Li-FT announces a concurrent private placement consisting of subscription receipts for gross proceeds of C$30 million ("Subscription Receipt Offering") to fund aggressive exploration and development of Adina-Galinée, conditional upon completion of the Winsome Transaction by June 30, 20266. Li-FT to also complete a concurrent private placement consisting of Li-FT Shares for gross proceeds of C$10 million to fund exploration and development at its flagship Yellowknife Lithium Project ("Yellowknife").
Existing Winsome securityholders will own approximately 35.3% of the combined company on a fully diluted in-the-money basis upon completion by Li-FT of the Galinée Transaction7.
Li-FT has agreed to apply for admission to the official list of the Australian Securities Exchange (the "ASX") and to have Li-FT Shares trading on the ASX via the issue of CHESS Depository Interests ("CDIs")8.
Winsome Managing Director Chris Evans to join the Li-FT Board and Winsome Executive Director Development & Finance, Simon Iacopetta to take a position as strategic advisor to Li-FT Board upon successful completion of the Winsome Transaction.
The Winsome Transaction is subject to completion of the Galinée Transaction, completion of the Li-FT Subscription Receipt Offering, Li-FT shareholder approval (if required), Li-FT being admitted to the official list of the ASX and approval for the official quotation of the CDIs on ASX and various other closing conditions that are considered customary, including Winsome shareholder approval and Court approval.
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1 Based on Li-FT's 5-day VWAP of C$4.306 per share on December 10, 2025, an AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying the Exchange Ratio of 0.107.
2 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement.
3 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement.
4 Subject to there being no superior proposal and the independent expert concluding (and continuing to conclude) that the Winsome Transaction is in the best interests of Winsome securityholders.
5 Subject to no superior proposal emerging prior to the relevant meeting of Winsome shareholders and the independent expert concluding (and continuing to conclude) that the Winsome Transaction is in the best interests of Winsome shareholders.
6 Closing of subscription receipt to occur on or about January 20, 2026
7 Based on Winsome's 243,968,451 fully-paid ordinary shares, 10,305,000 performance rights and 20,688,900 options, and Li-FT's 47,351,267 fully-paid common shares, 52,462 deferred share units and 899,500 in-the-money options. Assumes approximately 27.9 million total new Li-FT Shares issued to Winsome shareholders and optionholders, inclusive of approximately 0.7 million new Li-FT Shares to be issued under the Option Scheme (subject to prevailing prices), and 3.0 million new Li-FT Shares issued as upfront consideration for the Galinée Transaction. Excludes any deferred consideration on the Galinée Transaction and any Li-FT Shares to be issued under the concurrent Li-FT placements of subscription receipts and common shares.
8 Subject to Li-FT satisfying the ASX's admission requirements.
Transaction Rationale
Unlocking Value at Adina & Galinée: Potential to significantly enhance Adina's scale and project economics by integrating Galinée, potentially expanding the mineral resource and increasing open-pittable resources:Adina deposit hosts 61.4 Mt at 1.14% Li2O (Indicated) and 16.5 Mt at 1.19% Li2O (Inferred)9
Current open-pittable resource constrained by the claim boundary with Galinée, which is interpreted to host a continuation of the Adina pegmatite swarm
Dissolving this claim boundary could significantly increase the size and scale of an open pit, and possibly the size and scale of the minable resource.
Strategic Support: The Winsome Transaction and Galinée Transaction have the support of Li-FT's strategic shareholder Avenir Minerals, which has extensive permitting, operating, and construction expertise in Québec;
Positioned for Growth: Following the acquisition of Winsome, the combined company will have significant scope for further expansion across the combined asset portfolio;
Enhanced Capital Markets Profile: The combined company would have greater market capitalization, expanded analyst coverage, and stronger access to capital and support from institutional investors;
Processing Opportunities: The combined company will be better positioned to evaluate processing opportunities at the Renard Mine ("Renard"), supported by greater funding capacity, in-country presence, and leveraging both companies' expertise, ongoing dialogues, and strategic relationships; and
Expanded Presence: Dual listing on the TSXV and the ASX upon completion of the Winsome Transaction, providing access to a broader pool of institutional and retail investors across Canada and Australia10.
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9 Refer to Winsome's ASX announcement "Adina Mineral Resources Increases 33%" released to ASX on May 28, 2024. Refer also to the "Winsome Adina Mineral Resource Estimate Disclaimer" below.
10 Subject to Li-FT's satisfying the ASX's admission requirements.
Benefits for Winsome Shareholders
Attractive Premium: 62% premium to Winsome's closing price (A$0.310 per share) and 68% premium to Winsome's 20-day VWAP (A$0.299 per share) on December 8, 202511;
Diversification: Exposure to Li-FT's portfolio of highly prospective hard rock lithium projects in Northwest Territories and Québec, including the Galinée property;
Asset Continuity: Material ongoing exposure to Winsome's high-quality lithium development assets, particularly Adina;
Shareholder Support: Benefit from Li-FT's established and supportive shareholder base, which has a strong track record in lithium investment and established connections to North American capital markets; and
Development Pathway: Stronger platform for funding and development, supported by greater market capitalization, liquidity, broker coverage, and financial capacity of the combined group.
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11 Based on an implied offer price of A$0.501 per Winsome Share, based on Li-FT's 5-day VWAP of C$4.306 per share on December 10, 2025, an AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying the Exchange Ratio of 0.107.
Benefits for Li-FT Shareholders
Portfolio Growth: Strengthens Li-FT's strategy to build a leading portfolio of high-value spodumene assets in Canada;
Development Upside: Potential to unlock scale of Adina and Galinée through consolidation of the two projects;
Diversification: Provides jurisdictional and asset-level diversification, strengthening Li-FT's ability to pursue multiple downstream opportunities;
Critical Mass: Enhances Li-FT's ability to drive consolidation, pursue strategic growth, and attract funding through greater scale and credibility; and
Accretive: Winsome Transaction is highly accretive on both a net asset value and resource basis.
Adina Highlights
Winsome holds a 100% interest in the Adina Lithium project located in Eeyou Istchee James Bay region of Québec. The flagship asset is one of the top five largest lithium resources in North America, with a globally significant Mineral Resource Estimate ("MRE") of 61.4 Mt at 1.14% Li2O (Indicated) and 16.5 Mt at 1.19% Li2O (Inferred)12. A total of 186 diamond drill holes for 57,756m were incorporated into the MRE. Mineralization remains open at depth and along strike, with recent Adina SW discovery highlights outlining the potential for new discoveries13.
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12 Refer to Winsome's ASX announcement "Adina Mineral Resources Increases 33%" released to ASX on May 28, 2024. Refer also to the "Mineral Resources" section of the disclaimer.
13 Refer to Winsome's ASX announcement "Adina Drilling and Operations Update" released to ASX on August 19, 2024. Refer also to the "Exploration Results" section of the disclaimer.
Galinée Highlights
The Galinée property is currently a 50/50 joint venture ("JV") between Azimut and SOQUEM, hosting wide, high-grade lithium-bearing pegmatites adjacent to the Adina deposit. At a broader scale, Galinée features multiple well-defined prospects, with recent till sampling leading to the discovery of new spodumene-bearing boulders and delineating two additional highly prospective target areas.
Winsome and its representatives have not independently verified the information sourced by Li-FT that is included in this Press Release (including the technical disclosures concerning Li-FT properties and Galinée) and do not assume any responsibility for the accuracy or completeness of that information. Refer to the disclaimer below for further information regarding the information contained in this Press Release.
Li-FT's President and CEO, Francis MacDonald, said:
"This Winsome Transaction is transformative for both companies and their shareholders. 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. 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, said:
"The Winsome Transaction represents an attractive opportunity for Winsome shareholders to become a meaningful part of a larger company at an attractive premium that clearly reflects the strategic value and growth potential of Winsome's assets. 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."
Key Conditions and Terms of the Winsome Transaction
Under the terms of the Agreement, Li-FT will, subject to the satisfaction of various conditions, acquire the Winsome Shares by way of a scheme of arrangement under the Australian Corporations Act, whereby each Winsome shareholder will receive 0.107 of a Li-FT Share or CDI (capable of being traded on the ASX) valued at A$0.501 for each Winsome Share held14.
The implied consideration of A$0.501 per Winsome Share represents a 68% premium to the 20-day VWAP of the Winsome Shares on the ASX for the period ending December 8, 202515 and values Winsome at approximately A$130.8 million on a fully-diluted-in-the-money basis16. Existing Winsome securityholders will own approximately 35.3% of the combined company on a fully diluted in-the-money basis upon completion by Li-FT of the Galinée Transaction17.
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14 Based on Li-FT's 5-day VWAP of C$4.306 per share on December 10, 2025, an AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying the Exchange Ratio of 0.107.
15 Being the last day of trading of Winsome Shares on an undisturbed basis before this announcement.
16 Based on an implied offer price of A$0.501 per Winsome Share, based on Li-FT's 5-day VWAP of C$4.306 per share on December 10, 2025, an AUD/CAD FX rate of 0.9201 (RBA, December 10, 2025), and applying the Exchange Ratio of 0.107.
17 Excludes any deferred consideration on the Galinée Transaction and the concurrent subscription receipt and common share private placements.
Key Conditions and Terms of the Galinée Transaction
Li-FT has entered into a non-binding letter of intent to acquire a 75% controlling interest in Galinée, comprising a 50% interest from Azimut and a 25% interest from SOQUEM (with SOQUEM retaining the remaining 25% interest).
For Azimut's 50% interest, consideration will consist of:
Upfront consideration: 2,000,000 Li-FT Shares and a 1.4% net smelter return royalty ("NSR") on Galinée.
Deferred consideration: $1,500,000, payable in cash or, subject to conditions to be set out in the definitive agreements, in shares, at the earliest of the completion of an economic study with respect to the Property or 18 months.
For SOQUEM's 25% interest, consideration will consist of:
Upfront consideration: 1,000,000 Li-FT Shares.
As of the time of this announcement, the parties have not entered into any definitive documentation in respect of the Galinée Transaction. As such, while Li-FT expects this transaction to proceed on the basis of the foregoing terms, they remain indicative only as of the time of this announcement. Li-FT is actively working towards entering into definitive documentation with Azimut and SOQUEM in the near term and will provide a market update upon execution of definitive documentation in due course in accordance with applicable securities laws. Completion of the Galinée Transaction remains subject to execution of such definitive documentation and satisfaction of all conditions precedent therein. Completion of the Winsome Transaction is conditional on completion of the Galinée Transaction.
Boards Approvals and Recommendations
The Winsome Board has unanimously approved the Winsome Transaction and recommends that all Winsome securityholders vote in favour of the Winsome Transaction at the meetings of the Winsome securityholders (the "Winsome Transaction Meeting"), subject to there being no superior proposal and the independent expert to be appointed by Winsome (the "Independent Expert") concluding (and continuing to conclude) that the Winsome Transaction is in the best interests of Winsome securityholders. Subject to those same qualifications, each director of Winsome intends to vote, or cause to be voted, all Winsome Shares and options held or controlled by them (representing in aggregate 6.2% of Winsome Shares and 42.3% of Winsome options as at the date of this announcement) in favour of the Winsome Transaction at the Winsome Transaction Meeting18,19.
The Li-FT Board has also unanimously approved the Winsome Transaction.
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18 Winsome Directors hold an aggregate of 15,029,839 Winsome Shares, representing 6.2% of Winsome Shares on issue as at the date of this announcement, together with 7,900,000 Winsome performance rights held by Winsome Directors, representing 9.0% on a fully diluted basis as at the date of the announcement (calculations exclude Winsome options which will be converted into Li-FT Shares if the Winsome Transaction proceeds).
19 The voting intention is subject to no superior proposal and the independent expert concluding (and continuing to conclude) that the Winsome Transaction is in the best interests of Winsome shareholders.
Key Shareholder Support
Waratah Capital Advisors, which controls 22,674,792 Winsome Shares (representing approximately 9.3% of the Winsome Shares as at the date of this Press Release) has provided a signed voting intention statement to Winsome indicating that it intends to vote, or cause to be voted, all Winsome Shares and Winsome options (if any) held or controlled by it or its associates at the time of the Winsome Transaction Meeting in favour of the Winsome Transaction, subject to no superior proposal emerging prior to the Winsome Transaction Meeting and the independent expert concluding (and continuing to conclude) that the Winsome Transaction is in the best interests of Winsome shareholders.
Waratah Capital Advisors has consented to Winsome and Li-FT publicly announcing its voting intention with respect to the Winsome Transaction.
Winsome Transaction Structure and Certain Terms of the Agreement
The Winsome Transaction is subject to the following closing conditions:
Winsome securityholders approving the Winsome Transaction at the relevant Winsome Transaction Meeting by at least 75% of all votes cast by Winsome shareholders present and voting (in person or by proxy) at the Winsome Transaction Meeting and a majority by number of all Winsome securityholders present and voting (in person or by proxy) (excluding Li-FT and its associates);
The requisite court approvals;
Completion of the Li-FT Subscription Receipts Offering;
Completion of the Galinée Transaction;
The independent expert issuing an Independent Expert's Report which concludes (and continues to conclude) that the Winsome Transaction is in the best interests of Winsome shareholders;
Approval from the ASX for the admission of Li-FT on the ASX and for the official quotation of Li-FT CDIs on the ASX;
No material adverse change, no prescribed occurrence and no regulated event (each as defined in the Agreement) occurring in relation to either Li-FT or Winsome;
Approval of the TSXV (including approval for quotation on the TSXV of the Li-FT Shares to be issued to Winsome shareholders and optionholders pursuant to the Winsome Transaction);
Li-FT shareholders approval (if required); and
Other customary conditions.
Under the Agreement, Li-FT has agreed to apply for admission to the official list of the ASX and for the official quotation of Li-FT CDIs on the ASX. Accordingly, if Li-FT is admitted to ASX and the Winsome Transaction is implemented, Winsome shareholders (other than ineligible shareholders) may elect to receive the applicable Li-FT Shares issuable to them as consideration in the form of CDIs (which may be traded on the ASX) or in the form of Li-FT Shares (which may be traded on the TSXV).