Mr. Justin Reid reports
LOMBARD STREET CAPITAL CORP. FILES FILING STATEMENT FOR QUALIFYING TRANSACTION WITH LITHIUM AFRICA RESOURCES CORP.
Lombard Street Capital Corp. has provided an update with respect to its proposed qualifying transaction with Lithium Africa Resources Corp., a Cayman Islands exempted company, as previously disclosed in news releases dated March 31, April 21 and July 25, 2025, pursuant to which Lombard will acquire 100 per cent of the issued and outstanding shares of Lithium Africa.
On Dec. 12, 2025, the corporation obtained conditional approval from the TSX Venture Exchange with respect to the transaction. Pursuant to the conditional approval and amongst other conditions, final approval of the transaction is subject to Lithium Africa making certain amendments to the LAR-GFL joint venture (as defined below) in accordance with TSX-V policies. In connection with the transaction, the corporation has filed on its SEDAR+ profile its filing statement dated Dec. 23, 2025, which describes the transaction and provides disclosure on the corporation, Lithium Africa and the resulting issuer following the transaction.
On Sept. 30, 2025, the corporation obtained at its annual and special meeting the requisite shareholder approval to, among other things, complete the consolidation of its common shares on the basis of 24 preconsolidation common shares of the corporation for one postconsolidation share of the corporation and the continuation of the corporation from Ontario to the Cayman Islands.
On Oct. 9, 2025, Lithium Africa obtained at its extraordinary meeting the requisite shareholder approval to complete the transaction.
The targeted closing date for the transaction is on or around Jan. 16, 2026. The transaction remains subject to the satisfaction of all conditions set out in the conditional approval of the TSX-V and satisfaction of closing conditions customary for transactions of this nature. The corporation, upon and subject to completion of the transaction, will continue under the name Lithium Africa Corp. and trade on the TSX-V under the symbol LAF. Final acceptance of the transaction will occur upon the issuance of a final exchange bulletin, which will disclose the proposed date on which the corporation's common shares will resume trading. Until such time, in accordance with the policies of the TSX-V, the corporation's common shares will remain halted from trading.
Loan to Lithium Africa
The corporation has agreed to loan $250,000 to Lithium Africa, conditional on the receipt of the JV amendment. The loan will bear interest at 12 per cent per annum, as evidenced by a promissory note, which shall be secured by way of a debenture governed by the laws of the Cayman Islands to be entered into by Lithium Africa in favour of the corporation with respect to all of Lithium Africa's assets. This loan transaction has been approved by the TSX Venture Exchange pursuant to Policy 2.4.
About Lithium Africa Resources Corp.
Lithium Africa has an established 50/50 joint venture partnership with GFL International Co. Ltd. (GFL) to jointly advance exploration in Africa (the LAR-GFL JV), and, through the LAR-GFL JV, Lithium Africa 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.
About Lombard Street Capital Corp.
The corporation is a 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.
Information concerning Lithium Africa has been provided to the corporation by Lithium Africa for inclusion in this press release.
Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the 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.
We seek Safe Harbor.
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