Mr. Justin Reid reports

LOMBARD STREET CAPITAL CORP. AND LITHIUM AFRICA RESOURCES CORP. ANNOUNCE EXECUTION OF BUSINESS COMBINATION AGREEMENT

Lombard Street Capital Corp. and Lithium Africa Resources Corp. (LARC) have noted that, further to the corporation's news releases dated March 31, 2025 and April 21, 2025, the corporation and LARC, have entered into a business combination agreement dated July 24, 2025, in connection with the proposed business combination of the corporation and LARC to ultimately form the resulting issuer that will continue on the business of LARC, subject to the terms and conditions outlined below and in the prior press releases.

The corporation and LARC intend that the transactions contemplated by the definitive agreement will constitute the corporation's qualifying transaction, as such term is defined in the policies of the exchange. Following completion of the proposed transaction, the resulting issuer intends to list as a Tier 2 mining issuer on the exchange.

Under the terms of the definitive agreement, the proposed transaction will be completed by way of a merger under the laws of the Cayman Islands, whereby a wholly owned subsidiary of the corporation to be incorporated under the laws of the Cayman Islands and LARC will merge under the laws of the Cayman Islands, and the resulting merged entity will survive as a wholly owned subsidiary of the corporation. Each issued and outstanding Class A common share of LARC will be exchanged for common shares of the resulting issuer on the basis of one resulting issuer share for one LARC share (the exchange ratio). In addition, it is contemplated that all securities convertible, exercisable or exchangeable into LARC shares outstanding at the effective time will be exchanged for similar securities of the resulting issuer on the basis of the exchange ratio. Please see the prior press releases for additional information regarding the proposed transaction.

About LARC

LARC has an established 50/50 joint venture partnership with GFL International Co. Ltd. to jointly advance exploration in Africa (the LAR-GFL JV) and through the LAR-GFL JV, LARC has an indirect 50-per-cent interest in a portfolio of exploration assets in hardrock pegmatite districts across a number of prospective African regions covering 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.

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.

Please see the prior press releases for additional information regarding LARC and the properties.

LARC private placement

In connection with the proposed transaction, LARC completed a brokered and non-brokered private placement offering of 123,396 units of LARC at a price of $28.00 per LARC unit for gross proceeds of $3,455,088. Each LARC unit comprises (i) one LARC share, (ii) one LARC share purchase warrant entitling the holder thereof to acquire one additional LARC share at a price of $37.00 per warrant share until April 22, 2030, and (iii) one special warrant of LARC. Each special warrant entitles 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 Oct. 22, 2025. 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 pre-LARC share split basis. In connection with the LARC private placement, LARC paid to certain brokers and finders a cash commission of approximately $117,200 and issued 1,011 broker warrants and 7,627 advisory warrants with each broker warrant and advisory warrant being exercisable until April 22, 2028, to acquire one LARC share for $28.00.

Following the completion of the proposed transaction, the resulting issuer is anticipated to have cash on hand of approximately $7-million, which shall be used towards the exploration and development of LARC's asset portfolio. On the terms of the LARC GFL JV, funding 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 its properties in Ivory Coast and Zimbabwe, and (ii) general corporate and working capital purposes. Completion of the concurrent financing is 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 non-brokered private placement of subscription receipts at $2.80 per subscription receipt (on a post-LARC share split basis), for minimum gross proceeds of $1,544,914. Each subscription receipt shall convert into one unit of LARC immediately prior to the closing of the proposed transaction. Each SR unit shall comprise of one LARC share and one LARC share purchase warrant entitling the holder thereof to acquire one additional LARC share at a price of $3.70 per LARC share for a period of five years from the date of issuance.

Lockup agreements

In addition to the escrow requirements of the TSX-V and applicable securities laws, certain securityholders of LARC, who collectively own 969,164 LARC shares (representing approximately 68 per cent of the issued and outstanding LARC shares) and 124,850 options of LARC (representing approximately 62 per cent of the outstanding LARC options), have agreed to a voluntary one-year lockup period with respect to the resulting issuer shares and options of the resulting issuer that they will receive in exchange for their LARC shares and LARC options upon completion of the proposed transaction.

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.

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 material 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.

About Lombard Street Capital Corp.

The corporation is a CPC (capital pool company) 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.

We seek Safe Harbor.