Li-FT Power Ltd. — Capital/Financing Update 2024

Mar 27, 2024

		Form 51-102F3
		Material Change Report
Item	1	Name and Address of Company
		Li-FT Power Ltd. (the“Company”)
		1218-1030 West Georgia St
		Vancouver, BC V6E 2Y3
Item	2	Date of Material Change
		March 27, 2024
Item	3	News Release

A news releases was disseminated on March 27, 2024, through the facilities of Newswire.

Item 4 Summary of Material Change The Company closed its previously announced marketed public offering (the “ Public Offering ”) of 1,179,500 common shares issued on a “flow-through” basis (the “ FT Shares ”) at a price of $6.05 per FT Share and its non-brokered private placement (the “ Private Placement ”) of 689,660 FT Shares at a price of $4.35 per FT Share.. Item 5 Full Description of Material Change

The Company closed the Public Offering issuing 1,179,500 FT Shares at a price of $6.05 per FT Share for gross proceeds of $7,135,975 and the Private Placement issuing 689,660 FT Shares at a price of $4.35 per FT Share for gross proceeds of $3,000,021.

The FT will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).

The Public Offering was led by Canaccord Genuity Corp. on behalf of a syndicate of agents, including SCP Resource Finance LP and Beacon Securities Limited (collectively, the “ Agents ”). Aggregate cash commissions of $158,476.97 were paid to the Agents in connection with the Public Offering.

The Public Offering was completed pursuant to a prospectus supplement dated March 20, 2024 (the “ Prospectus Supplement ”) to the Company’s Canadian amended and restated base shelf prospectus dated December 22, 2023 (the “ Base Shelf Prospectus ”). The Base Shelf Prospectus and the Prospectus Supplement are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

No finder’s fees were paid in connection with the Private Placement. All of the FT Shares issuable in the Private Placement are subject to resale restrictions under applicable Canadian securities legislation until July 28, 2024.

The gross proceeds of the Public Offering and Private Placement 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.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Francis MacDonald, the Chief Executive Officer of the Issuer, is knowledgeable about the material change and the Report and may be contacted (604) 6096185.

Item	9	Date of Report
		March 27, 2024