Lithium Africa Completes Qualifying Transaction

Executive Summary

• Lithium Africa Corp. completed its acquisition of Lithium Africa Resources Corp. (LARC), satisfying the TSX Venture Exchange “Qualifying Transaction” requirement for a capital‑pool company.
• The transaction involved a 24‑for‑1 share consolidation, a 1‑for‑10 split of LARC shares, and issuance of 18,387,927 new common shares to former LARC shareholders; trading on the TSX V is expected around February 17, 2026 under ticker LAF.
• Concurrent financing included a non‑brokered subscription receipt offering that raised approximately $2.68 million, with associated finder fees and warrants; proceeds are earmarked for exploration of the Adzope (Ivory Coast) and Birthday Gift (Zimbabwe) projects and general working capital.

Key Details

• Transaction Structure
• Consolidation: 24 old common shares → 1 new common share for Lithium Africa Corp.
• LARC split: 1 old common share → 10 new common shares.
• Merger under Cayman Islands law; all LARC securities exchanged on a 1:1 basis for post‑consolidation Lithium Africa shares.

• Issuance of 18,387,927 common shares to former LARC shareholders.

• Escrow Arrangement

• Tier 2 Escrow Agreement covering 7,243,961 common shares, 1,048,500 stock options and 294,941 warrants.

• Release schedule: 10% upon final Exchange bulletin; subsequent releases of 15% at 6‑month intervals up to 36 months.

• Financing (Subscription Receipt Offering)

• Gross proceeds: ≈ $2,679,535.
• Each receipt converted into one common share and one warrant of LARC, subsequently exchanged for Lithium Africa post‑consolidation shares/warrants.
• Finder compensation: cash fee of $169,820 plus 7,500 advisory warrants and 53,150 finder’s warrants (converted to company “Finder Warrants”).

• Finder Warrants: right to purchase one common share at $2.80 per share, exercisable until August 29, 2028.

• Use of Proceeds

• Fund exploration and development of the Adzope project (Ivory Coast) and Birthday Gift project (Zimbabwe).

• General working capital.

• Board & Management Appointments

• New Board: Carl James Esprey, Tyron Breytenbach, Robert Eckford, Toluwalase Seriki, Blake Hylands.

• Executive team: Tyron Breytenbach – CEO; Jamie Robinson – CFO & Corporate Secretary; Benjamin Gelber – Vice‑President, Exploration.

• Future Listing

• Anticipated TSX V trading of Lithium Africa Corp. common shares under ticker LAF on or about February 17, 2026, pending final Exchange approval.

Notable Quotes

• “The completion of this transaction marks a pivotal step in transforming Lithium Africa into an operating mining company focused on high‑potential lithium projects across Africa.” – Tyron Breytenbach, CEO & Director.