LIFT Li FT Power Ltd

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

VANCOUVER, BC, March 18, 2024 /CNW/ - Li-FT Power Ltd. ("LIFT" or the "Company") (TSXV: LIFT) (OTCQX: LIFFF) (Frankfurt: WS0) is pleased to announce that it has commenced a marketed best efforts public offering (the "Public Offering") of up to 1,179,500 common shares of the Company that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the "Flow-Through Shares") at a price of $6.05 per Flow-Through Share (the "Offering Price") for aggregate gross proceeds of up to $7,135,975.

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

The Company is also undertaking a concurrent non-brokered private placement of up to 689,660 traditional flow-through shares (the "Non-Brokered Flow-Through Shares") at a price of $4.35 per Non-Brokered Flow-Through Share for gross proceeds of up to $3,000,021 (the "Non-Brokered Offering"). The Non-Brokered Flow Through Shares purchased pursuant to the Private Placement will be issued on a prospectus exempt basis and subject to a statutory hold period.

The Public Offering will be conducted pursuant to the Company's Canadian base shelf prospectus dated December 22, 2023 (the "Base Shelf Prospectus"). A prospectus supplement (the "Prospectus Supplement") relating to the Public Offering will be filed in each of the provinces and territories 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.sedarplus.ca.

The gross proceeds of the Public 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, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2024. The gross proceeds of the Non-Brokered Offering will be used by the Company to incur eligible "Canadian exploration expenses" as such term is defined in the Income Tax Act (Canada) related to the Company's Yellowknife Lithium Project located in the Northwest Territories, Canada on or before December 31, 2025.

It is anticipated that closing of the Public Offering and the Non-Brokered Offering will occur on or about March 27, 2024 (the "Closing Date"), or such other date or dates as the Company and the Agents may agree. The Public Offering and the Non-Brokered Offering are subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange.

This news 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 of the Public Offering and the Non-Brokered Offering, successful marketing of the Public Offering, use of proceeds of the Public Offering and the Non-Brokered 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 matter described in this new release.

Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this 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 and Uncertainties" in the Company's latest 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 TSX Venture Exchange (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.