Lombard Street receives conditional TSX-V OK for QT

Executive Summary

• Lombard Street Capital Corp. has filed a filing statement with SEDAR+ regarding its proposed qualifying transaction to acquire 100% of Lithium Africa Resources Corp., following conditional approval from the TSX Venture Exchange on Dec. 12, 2025.
• The transaction is subject to final conditions, including amendments to the LAR-GFL joint venture, with a targeted closing date on or around Jan. 16, 2026.
• Upon completion, Lombard Street Capital Corp. will continue under the name Lithium Africa Corp. and trade on the TSX-V under the symbol LAF, with shares currently halted pending the final exchange bulletin.

Key Details

• Transaction Structure: Lombard Street Capital Corp. (a capital pool company) will acquire 100% of the issued and outstanding shares of Lithium Africa Resources Corp. (a Cayman Islands exempted company).
• Regulatory Status:
  • Conditional approval obtained from the TSX Venture Exchange on Dec. 12, 2025.
  • Final approval is subject to Lithium Africa making certain amendments to the LAR-GFL joint venture in accordance with TSX-V policies.
  • Filing statement dated Dec. 23, 2025, filed on SEDAR+ describing the transaction and the resulting issuer.
• Shareholder Approvals:
  • Lombard Street Capital Corp. obtained shareholder approval on Sept. 30, 2025, for a share consolidation (24 pre-consolidation shares for 1 post-consolidation share) and continuation from Ontario to the Cayman Islands.
  • Lithium Africa Resources Corp. obtained shareholder approval on Oct. 9, 2025, to complete the transaction.
• Closing and Trading:
  • Targeted closing date: On or around Jan. 16, 2026.
  • Post-transaction name: Lithium Africa Corp.
  • Post-transaction ticker: LAF on the TSX Venture Exchange.
  • Shares remain halted from trading until the issuance of a final exchange bulletin disclosing the resumption of trading date.
• Interim Financing:
  • Lombard Street Capital Corp. agreed to loan $250,000 to Lithium Africa.
  • Loan is conditional on the receipt of the JV amendment.
  • Interest rate: 12% per annum.
  • Security: Debenture governed by Cayman Islands laws, secured by all of Lithium Africa's assets.
  • Approved by TSX Venture Exchange pursuant to Policy 2.4.
• Target Company Assets:
  • Lithium Africa holds an indirect 50% interest in a portfolio of exploration assets in hardrock pegmatite districts across Ivory Coast, Guinea, Mali, and Zimbabwe.
  • Assets are held through a 50/50 joint venture with GFL International Co. Ltd. (LAR-GFL JV).

Notable Quotes

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