LIFT Li FT Power Ltd

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Nov. 10, 2023 /CNW/ - Li-FT Power Ltd. ("LIFT" or the "Company") (TSXV: LIFT) (OTCQX: LIFFF) (Frankfurt: WS0) is pleased to announce the sizing of its previously announced overnight marketed public offering (the "Offering"). Pursuant to the Offering, the Company will issue 1,250,000 flow-through common shares of the Company (the "Flow-Through Shares") that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) at a price of $8.65 per Flow-Through Share (the "Offering Price") for aggregate gross proceeds of $10,812,500.

The Offering is being conducted through a syndicate of agents led by Canaccord Genuity Corp. (collectively, the "Agents").

The Company has granted the Agents an option (the "Agents' Option") to sell up to such number of additional Flow-Through Shares as is equal to 15% of the number of Flow-Through Shares sold pursuant to the Offering, at the Offering Price, which Agents' Option is exercisable, in whole or in part, at the sole discretion of the Agents at any time up to 24 hours prior to the Closing Date (as defined herein).

The Offering will be conducted pursuant to the Company's Canadian base shelf prospectus dated September 21, 2023 (the "Base Shelf Prospectus"). A prospectus supplement (the "Prospectus Supplement") relating to the Offering will be filed in each of the provinces of Canada, except the Province of Quebec, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act"), and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States. The Base Shelf Prospectus is available and the Prospectus Supplement will be available under the Company's profile on SEDAR+ at www.sedar+.com.

The gross proceeds of the Offering will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's Yellowknife Lithium Project located in the Northwest Territories, Canada on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2023.‎

It is anticipated that closing of the Offering will occur on or about November 17, 2023 (the "Closing Date"), or such other date or dates as the Company and the Agents may agree. The Offering is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange (the "TSXV").

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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.

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 its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements relating to the Closing Date and the closing of the Offering, the size of the Offering, the Agents' Option, the use of proceeds of the Offering, the timing of incurring the Qualifying Expenditures and the renunciation of the Qualifying Expenditures as well as the approval of the TSXV. 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. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors" in the Company's annual information form filed on March 30, 2023, 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 considerable reliance on the forward-looking statements contained in this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Li-FT Power Ltd.