Canadian lithium developer Li-FT Power has agreed to combine with Australia-listed Winsome Resources in a transaction aimed at unlocking scale and value at the tier-one Adina lithium project in Québec, while also securing a majority interest in the adjoining Galinée property.

Under a binding scheme implementation deed, Li-FT will acquire 100% of Winsome through Australian share and option schemes of arrangement, subject to shareholder, court and regulatory approvals.

In parallel, Li-FT has signed a nonbinding letter of intent with Azimut Exploration and SOQUEM to acquire a combined 75% interest in the Galinée property, which lies immediately adjacent to Adina and is interpreted to host a continuation of the same mineralised system.

Li-FT president and CEO Francis MacDonald described the deal as transformational. “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.”

Winsome shareholders will receive 0.107 of a Li-FT common share, or a CHESS Depository Interest representing one Li-FT share, for each Winsome share held. The exchange ratio implies an offer price of A$0.501 a share, representing a 62% premium to Winsome’s last undisturbed closing price and a 68% premium to its 20-day volume-weighted average price. On this basis, Winsome is valued at about A$130.8-million on a fully diluted, in-the-money basis.

Winsome’s board has unanimously recommended shareholders vote in favour of the transaction, with directors and senior management, together holding about 6.2% of Winsome’s shares, indicating their intention to support the deal. Winsome’s largest shareholder, Waratah Capital Advisors, which owns about 9.3% of the company, has also stated it intends to vote in favour.

Winsome MD Chris Evans said the deal offered shareholders value and continuity. “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,” he said.

He added that the combined group was expected to hold a market-leading position in Québec’s James Bay region, with improved access to capital and a clearer pathway to near-term development.

At the centre of the transaction is the Adina lithium project, one of the largest hard-rock lithium resources in North America. Adina hosts an indicated mineral resource of 61.4-million tonnes at 1.14% lithium oxide (Li₂O) and an inferred resource of 16.5-million tonnes at 1.19% Li₂O. The current openpit resource is constrained by the boundary with Galinée, which is interpreted to host a continuation of the Adina pegmatite swarm.

Li-FT said consolidating Adina and Galinée could materially expand the scale of an openpit development and increase the size of the mineable resource, improving overall project economics. Galinée is currently held in a 50:50 joint venture between Azimut and SOQUEM and hosts wide, high-grade lithium-bearing pegmatites, along with multiple additional exploration targets.

To support the transactions, Li-FT plans to raise C$30-million through a concurrent private placement of subscription receipts, conditional on completion of the Winsome transaction by June 30, 2026. The funds will be used to accelerate exploration and development across the combined Adina–Galinée project area.

A further C$10-million placement of Li-FT shares is planned to advance exploration at the company’s Yellowknife lithium project.