RESULTS OF SCHEME MEETINGS

RESULTS OF SCHEME MEETINGS

PERTH, Australia, May 5, 2026 /CNW/ - Winsome Resources Limited (ASX: WR1) (Winsome or the Company) provides the following update in relation to the proposed acquisition by Li–FT Power Ltd. (TSXV: LIFT) (Li–FT) of 100% of the fully paid ordinary shares in Winsome by way of a scheme of arrangement (Share Scheme) and 100% of the unlisted options in Winsome by way of an option scheme (Option Scheme).

Unless otherwise specified, capitalised terms used in this announcement have the meaning given in the Scheme Booklet dated 26 March 2026 (Scheme Booklet).

RESULTS OF THE SCHEME MEETINGS

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), Winsome advises that each of the Share Scheme Resolution and Option Scheme Resolution as set out in the relevant notice of meeting included in the Scheme Booklet were passed by the requisite majorities of Winsome Securityholders at the Share Scheme Meeting and Option Scheme Meeting (as applicable) held earlier today.

In summary:

• at the Share Scheme Meeting:
  • 93.99% of Winsome Shareholders present and voting (in person or by proxy, attorney or corporate representative) were in favour of the Share Scheme Resolution; and
  • 96.87% of the total number of votes cast by Winsome Shareholders were in favour of the Share Scheme Resolution; and
• at the Option Scheme Meeting:
  • 100% of Winsome Optionholders present and voting (in person or by proxy, attorney or corporate representative) were in favour of the Option Scheme Resolution; and
  • 100% of the total amount of debts and claims of all Winsome Optionholders present and voting (in person or by proxy, attorney or corporate representative) were in favour of the Option Scheme Resolution.

A detailed report of the valid proxies received and votes cast at each of the Scheme Meetings is attached to the ASX release available at the following link: ASX Release

NEXT STEPS

The Share Scheme and the Option Scheme (together, the Schemes) remain subject to the approval of the Supreme Court of Western Australia (Court) at a hearing scheduled for 10:00am (AWST) on 11 May 2026 (Second Court Hearing), and certain other conditions precedent as previously announced by Winsome and further described in the Scheme Implementation Deed between Winsome and Li-FT dated 15 December 2025 (a summary of which is contained in the Scheme Booklet). Further details regarding the Second Court Hearing are contained in the ASX announcement dated 4 May 2026.

If the outstanding conditions precedent are satisfied or waived (as applicable) prior to the Second Court Hearing, and the Court approves the Schemes, Winsome proposes to lodge an office copy of the orders made by the Court with ASIC (expected to occur on the next day, being 12 May 2026), at which time the Schemes will become Effective. It is expected that Winsome Shares will be suspended from trading on the ASX from close of trade on 12 May 2026 and the Schemes will then be implemented on 21 May 2026.

KEY DATES

The indicative timetable for the remaining key dates of the Share Scheme, Option Scheme and Demerger is set out below:

All stated dates and times are indicative only. The actual timetable will depend on many factors outside the control of Winsome and Li-FT, including the Court approval process and the satisfaction or waiver of the conditions precedent to the completion of the relevant Scheme.

WINSOME INFORMATION LINE

If you have any questions in relation to the Schemes or the Scheme Meetings, please contact the Winsome Information Line on 1300 441 601 (from within Australia) or +61 2 9698 7164 (from outside Australia) Monday to Friday (excluding public holidays) between 8:00am and 8:00pm (AEST) or consult your legal, investment, taxation, financial, taxation or other professional adviser.

This announcement is authorised for release by the Board of Winsome Resources Limited.

SOURCE Winsome Resources