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

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

TORONTO, July 25, 2025 /CNW/ - Lombard Street Capital Corp. (TSXV: LSC.P) (the "Corporation") a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 – Capital Pool Companies, and Lithium Africa Resources Corp. ("LARC") are pleased to announce that, further to the Corporation's news releases dated March 31, 2025 and April 21, 2025 (the "Prior Press Releases"), the Corporation and LARC, have entered into a business combination agreement dated July 24, 2025 (the "Definitive Agreement") in connection with the proposed business combination of the Corporation and LARC to ultimately form the resulting issuer (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 (the "Proposed Transaction") 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 (each an "LARC Share") will be exchanged for common shares (the "Resulting Issuer Shares") of the Resulting Issuer on the basis of one (1) Resulting Issuer Share for one (1) 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. ("GFL") to jointly advance exploration in Africa (the "LAR-GFL JV") and through the LAR-GFL JV, LARC has an indirect 50% 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 (collectively the "Properties"). 

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 ten (10) post-split LARC Shares for every one (1) pre-split LARC Share issued and outstanding (the "LARC Share Split").

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 (collectively, the "LARC Private Placement") of 123,396 units of LARC (the "LARC Units") at a price of C$28.00 per LARC Unit for gross proceeds of C$3,455,088.  Each LARC Unit is comprised of (i) one LARC Share, (ii) one LARC Share purchase warrant (each LARC Share purchase warrant, a "Warrant") entitling the holder thereof to acquire one additional LARC Share (each, a "Warrant Share") at a price of C$37.00 per Warrant Share until April 22, 2030, and (iii) one special warrant of LARC (each, a "LARC Special Warrant"). 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 Shares (the "Penalty Shares"). The Special Warrants shall be automatically exercised, with no further action on the part of the holder (and for no additional consideration), on October 22, 2025 (the "Trigger Date"). In the event the Proposed Transaction is completed on or before 5:00 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 C$28.00.

Following the completion of the Proposed Transaction, the Resulting Issuer is anticipated to have cash on hand of approximately C$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 (the "Material Properties"), 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 (the "Concurrent Financing") of subscription receipts (each a "Subscription Receipt") at C$2.80 per Subscription Receipt (on a post-LARC Share Split basis), for minimum gross proceeds of C$1,544,914. Each Subscription Receipt shall convert into one unit of LARC (each, a "SR Unit") (on a post-LARC Share Split basis) 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 C$3.70 per LARC Share for a period of five years from the date of issuance.

Lock up Agreements

In addition to the escrow requirements of the TSXV and applicable securities laws, certain securityholders of LARC, who collectively own 969,164 LARC Shares (representing approximately 68% of the issued and outstanding LARC Shares) and 124,850 options ("LARC Options") of LARC (representing approximately 62% of the outstanding LARC Options), have agreed to a voluntary one-year lock-up 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 TSXV under the symbol "LSC.P".

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Lombard will file a filing statement or a management information circular on its issuer profile on SEDAR+ (https://www.sedarplus.ca/), 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 TSXV unless exempt in accordance with TSXV policies. Lombard intends to apply for an exemption from the sponsorship requirements.

Reinstatement to Trading

In accordance with the policies of the TSXV, the Lombard Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, 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 press 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. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction.

ABOUT THE CORPORATION

The Corporation is a 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 press release.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), 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.

Investors are cautioned that, except as disclosed in the management information circular or filing statement 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.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither 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.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: 

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements in this press release relate to, among other things, the Proposed Transaction and certain terms and conditions thereof; the business of LARC, information concerning the Material Properties, the commissioning of an updated NI 43-101 compliant technical report with respect to the Material Properties, the terms, use of proceeds and completion of the LARC Private Placement and the Concurrent Financing, and the terms thereof; TSXV sponsorship requirements and intended application for exemption therefrom; matching of the Resulting Issuer's funds by GFL; shareholder, director and regulatory approvals; and future press releases and disclosure.  Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; the listing of the Resulting Issuer on the Exchange; and completion of a Qualifying Transaction. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.  The Corporation disclaims any intention or 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. 

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

SOURCE Lombard Street Capital Corp.

For further information, please contact: Lombard Street Capital Corp., Justin Reid, CEO & Director, [email protected], [phone]; Brianna Davies, Director, [email protected]