Mr. Justin Reid reports

LOMBARD STREET CAPITAL CORP. ANNOUNCES LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH LITHIUM AFRICA RESOURCES CORP.

Lombard Street Capital Corp. has entered into a non-binding letter of intent dated March 30, 2025, with Lithium Africa Resources Corp. (LARC), in respect of a proposed business combination transaction, pursuant to which Lombard will acquire all of the issued and outstanding securities of LARC.

It is anticipated that the proposed transaction will constitute the qualifying transaction of Lombard in accordance with Policy 2.4, Capital Pool Companies, of the corporate finance manual of the TSX Venture Exchange. The resulting company following the completion of the proposed transaction is referred to herein as the resulting issuer. The proposed transaction will not constitute a non-arm's-length transaction (as such term is defined in the policies of the TSX-V).

About LARC

LARC is a private company existing under the laws of the Cayman Islands.

LARC has an established 50/50 joint venture partnership with GFL International Co. Ltd. to jointly advance exploration in Africa (the LARC-GFL joint venture (JV)) and, through the LARC-GFL JV, LARC has an indirect 50-per-cent interest in a portfolio of hardrock pegmatite districts across a number of prospective African regions covering over 2,500 square kilometres (km) of exploration assets in Ivory Coast, Guinea, Mali and Zimbabwe; separately, LARC is working in collaboration with Morocco's National Office of Hydrocarbons and Mining to explore in the Bir El Mami area, located in the Dakhla-Oued Ed-Dahab region.

A detailed description of the properties will be included in a subsequent news release.

Summary of the proposed qualifying transaction

The letter of intent contemplates that LARC and Lombard will negotiate and enter into a definitive agreement in respect of the proposed transaction on or before June 1, 2025, pursuant to which it is anticipated that Lombard will acquire all of the issued and outstanding ordinary shares of LARC and shareholders of LARC will receive Lombard common shares in exchange for their LARC shares.

The proposed transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure, based on the advice of the parties' respective advisers, and taking into account various securities, tax, operating and other considerations.

As of the date hereof, LARC has 1,581,192 LARC shares outstanding. Prior to completion of the proposed transaction, LARC proposes to effect a split of the issued and outstanding LARC shares, on a fully diluted basis, on the basis of approximately 10 postsplit LARC shares for every one presplit LARC share issued and outstanding.

Prior to completion of the proposed transaction, Lombard proposes to effect a consolidation of the issued and outstanding Lombard shares, on a fully diluted basis, on the basis of one postconsolidation Lombard share for every 24 preconsolidation Lombard shares issued and outstanding:

1. Upon completion of the proposed transaction, it is presently anticipated that an aggregate of approximately 20,016,086 resulting issuer common shares will be issued and outstanding (excluding any resulting issuer shares to be issued pursuant to the concurrent financing).
2. Former holders of LARC shares will hold 15,811,920 resulting issuer shares, representing approximately 79.0 per cent of the outstanding resulting issuer shares;
3. Investors in the LARC private placement (as defined below and assuming maximum) will hold an aggregate of 2,103,288 resulting issuer shares, representing approximately 10.5 per cent of the outstanding resulting issuer shares.
4. Former holders of Lombard shares will hold an aggregate of 2,100,877 resulting issuer shares, representing approximately 10.5 per cent of the outstanding resulting issuer shares.

It is anticipated that the resulting issuer will continue the business of LARC under a name to be determined by LARC. The business of the resulting issuer will be primarily focused on the exploration of the properties.

Certain Lombard shares to be issued pursuant to the proposed transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSX-V, including the securities to be issued to principals (as defined under the TSX-V policies).

The completion of the proposed transaction is subject to a number of terms and conditions, including, and without limitation to, the following: negotiation and execution of the definitive agreement; there being no material adverse changes in respect of either Lombard or LARC; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSX-V; completion of the name change, LARC share split, Lombard consolidation, LARC private placement, the Lombard continuation (as defined below) and any other required corporate changes requested by LARC, acting reasonably; completion of the concurrent financing (as defined below); completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the proposed transaction.

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

LARC private placement

In connection with the proposed transaction, LARC is in the process of undertaking a private placement offering for total gross proceeds of no more than $6-million (Canadian) ($4,206,576 (U.S.)), comprising up to 210,329 units of LARC at a price of $20 (U.S.) per LARC unit. Each LARC unit will comprise: (i) one LARC share; (ii) one LARC share purchase warrant entitling the holder thereof to acquire one additional LARC share at a price of $26 (U.S.) per warrant share for a period of five years following the date of issuance; and (iii) one special warrant of LARC. Each special warrant will entitle the holder thereof to receive, without payment of any further consideration and without further action on the part of the holder, and subject to customary adjustment provisions, 0.15 additional LARC share. The special warrants shall be automatically exercised, with no further action on the part of the holder (and for no additional consideration), on the first business day immediately following the date that is six months following the closing date of the LARC private placement. In the event the proposed transaction is completed on or before 5 p.m. ET on the trigger date, the special warrants will expire and the penalty shares will not be issued. The LARC shares, LARC warrants and LARC special warrants will be issued on a presplit basis. In connection with the LARC private placement, LARC intends to pay certain brokers a cash commission of 7.00 per cent of the gross proceeds of the LARC private placement and such number of broker warrants equal to 7 per cent of the number of LARC units issued under the LARC private placement, with each broker warrant being exercisable for a period of three years from the date of issuance to acquire one LARC share for $20 (U.S.). The LARC private placement is not subject to a minimum number of units.

Following the completion of the proposed transaction, the resulting issuer is anticipated to have cash on hand of approximately $7-million (Canadian), which shall be used toward the exploration and development of LARC's asset portfolio. On the terms of the LARC-GFL JV, financing provided by LARC into the properties is expected to be matched by GFL.

LARC intends to use the net proceeds of the LARC private placement and the concurrent financing for: (i) exploration of the properties; and (ii) general corporate and working capital purposes. Completion of the LARC private placement and concurrent financing are a condition of the completion of the proposed transaction.

Concurrent financing

Prior to or concurrently with the closing of the proposed transaction, it is anticipated that LARC will complete a concurrent financing of subscription receipts at a price of not less than $2.80 (Canadian) per subscription receipt (on a postsplit basis), for minimum gross proceeds of $2-million (Canadian). Each subscription receipt shall convert into one LARC share or a LARC unit (postsplit) immediately prior to the closing of the proposed transaction. The terms of the concurrent financing, including whether it will be a brokered or non-brokered offering, are being determined by the corporation and LARC in the context of the market. Further details regarding the concurrent financing, once finalized, will be included in a subsequent news release in accordance with the policies of the TSX0V.

Information concerning Lombard

Lombard is a capital pool company and its common shares are listed for trading on the TSX-V under the symbol LSC.P.

Subject to legal advice, prior to completion of the proposed transaction, the corporation will continue to the Cayman Islands in accordance with the applicable requirements under the laws of Canada and the Cayman Islands.

Filing statement

In connection with the proposed transaction and pursuant to the requirements of the TSX-V, Lombard will file a filing statement or a management information circular on its issuer profile on SEDAR+, which will contain details regarding the proposed transaction, Lombard, the properties, the concurrent financing and the resulting issuer.

Sponsorship of qualifying transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. Lombard intends to apply for an exemption from the sponsorship requirements.

Reinstatement to trading

In accordance with the policies of the TSX-V, the Lombard shares are currently halted from trading and will remain so until such time as the TSX-V determines, which, depending on the policies of the TSX-V, may not occur until completion of the proposed transaction.

Further information

Further details about the proposed transaction and the resulting issuer will be provided in subsequent news releases as the proposed transaction advances, and in the disclosure document to be prepared and filed in connection with the proposed transaction.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete, and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

About Lombard Street Capital Corp.

The corporation is a capital pool company (CPC) that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policy, until the completion of its qualifying transaction, the corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a qualifying transaction.

Information concerning LARC has been provided to the corporation by LARC for inclusion in this news release.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to exchange requirements (as that term is defined in the policies of the TSX-V), majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

We seek Safe Harbor.