Company Announcements

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TORONTO , April 21, 2025 /CNW/ - Lombard Street Capital Corp. (TSXV: LSC.P) (the "Corporation"), a capital pool company listed on the TSX Venture Exchange ("TSXV") and Lithium Africa Resources Corp. ("LARC") are pleased to provide further information with respect to their previously announced proposed transaction (the "Proposed Transaction").

In connection with the Proposed Transaction, the Corporation and LARC entered into a non-binding letter of intent (the "Letter of Intent") dated March 30, 2025 in respect of a proposed business combination transaction pursuant to which Lombard will acquire all of the issued and outstanding securities of LARC. Further details regarding the Letter of Intent are available in the Corporation's news release dated March 31, 2025.

It is anticipated that the Proposed Transaction will constitute the qualifying transaction of Lombard in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV"). The resulting company following the completion of the Proposed Transaction is referred to herein as the "Resulting Issuer". The Proposed Transaction will not constitute a Non-Arm's Length Transaction (as such term is defined in the policies of the TSXV) or a related party transaction pursuant to the policies of the TSXV and applicable securities laws.

No finder's fee is payable in connection with the Proposed Transaction. Finder's fees may be paid in connection with the LARC Private Placement and the Concurrent Financing (each as defined below). There are no common control persons of both the Corporation and LARC, and no Non-Arm's Length Parties (as such term is defined in the policies of the TSXV) to the Corporation have any direct or indirect interest in LARC.

About LARC

LARC is a private company existing under the laws of the Cayman Islands.

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'sNational Office of Hydrocarbons and Mining  to explore in the Bir El Mami area, located in the Dakhla-Oued Ed-Dahab region (collectively the "Properties" a short description of each of which follows below).

• Ivory Coast
  • "Agboville" permis de recherche (399.27 km²) located in the southeastern part of Comoé Basin in the Baoulé-Mossi domain; dominant rock types are micaschist and various felsic to intermediate granitoids.
  • "Adzopé" permis de recherche (85.32 km²) located in the southeastern part of Birimian Comoé domain; dominant rock types are micaschist and various granitoids with various historical occurrences of Li, Be and coltan documented in the area.
  • "Sikensi" and "Tai" applications for permis de recherche (367.8 km² and 399.6 km² respectively), currently in process, "Sikensi" is located in the southeastern part of Birimian Comoé domain; dominant rock types are micaschist and various granitoids of which one late-stage Kfs granite which could be a potential source for lithium-pegmatites; "Tai" is situated in the Archean and/or Proterozoic grainitic gneiss complexes deformed by the Eburnean orogeny in the West; various basic and ultrabasic greenstone belt formations are known to exist in the area.
• Mali
  • "Torakoura-Tomoni" permis de recherche (75.5 km²) located within the Paleoproterozoic Birimian Bougouni pegmatite field 3km west of the Goulamina deposit along the same shear corridor.
  • "N'gonzana permis" de recherche (100 km²) located within the Paleoproterozoic Birimian Bougouni pegmatite field adjacent to the Bougouni deposit.
  • "Kologo" permis de recherche (40 km²) located within the Paleoproterozoic Birimian Bougouni pegmatite field south of the Bougouni deposit.
• Zimbabwe
  • Registered Mining Claims (2.78 km² in aggregate) God's Gift 5, God's Gift 7, God's Gift 8, God's Gift 10, God's Gift 14 & God's Gift 18, Dombo 7, Dombo 8, Dombo 22, Dombo 23 & Dombo 24 and Hawupambe 3. These claims are located on the contact of the Archean Zimbabwe craton in north east Zimbabwe. The area has been affected by later orogenic events and the claims cover Archean volcano-sedimentary assemblages, various felsic gneisses and dolerites; regional deformation fabrics and the geometry/orientation of the pegmatite bodies suggest a late- to syn-tectonic emplacement along shear zones and in dilation zones.
  • Registered Mining Claims Birthday Gift 82, Birthday Gift 83, Birthday Gift 84 (3.98 km² in aggregate) and Special Grant 9926 (1.03 km²) located in reserved area PJ 500 with completion formalities in process and Special Grant 10114 (11.58 km²) located in reservation PJ006 Mashonaland Central Province with completion formalities in process. These assets are located in the Centenary greenstone belt in Northern Zimbabwe. The claims and special grants cover mostly metagreywacke, felsic tuff and older gneisses/granites with various post tectonic lithium-bearing pegmatites.

GFL International Co., Ltd. is a wholly owned subsidiary of Ganfeng Lithium Co., Ltd. ("Ganfeng") a company that produces lithium, lithium products, other metals, and batteries. Ganfeng was founded by its Chairman Li Liangbin in 2000 and is headquartered in Xinyu, Jiangxi. Its major individual shareholders are Li Liangbin (holding 18.77%) and Vice Chairman, Wang Xiaoshen (holding 7.01%). Ganfeng's shares are traded on both the Shenzhen Stock Exchange (SZSE: 002460) and the Hong Kong Stock Exchange (SEHK: 1772). It is anticipated following closing of the Proposed Transaction, Ganfeng will hold at least 10% but less than 20% of the issued and outstanding Resulting Issuer Shares (as defined below). Further information on Ganfeng can be found on its website www.ganfenglithium.com.

The technical information in this news release has been prepared by George van der Walt of the The MSA Group (Pty) Ltd, an exploration and mining consulting company based in Johannesburg, South Africa. Mr. van der Walt is a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Mr. van der Walt is independent of LARC and the Properties. LARC has commissioned a NI 43-101 compliant technical reports on the Torakoura project in Mali, Adzopé project in Ivory Coast and the Birthday Gift project in Zimbabwe, which it expects will be finalized before the end of June, 2025.

A summary of financial information of LARC for the years ended December 31, 2024 (unaudited) and December 31, 2023 (audited), disclosed in accordance with TSXV policies, is included in the table below:

Additional financial information with respect to LARC will be provided in the filing statement to be filed by the Corporation on SEDAR+ in connection with the Proposed Transaction (the "Filing Statement").

Summary of the Proposed Qualifying Transaction

The Letter of Intent contemplates that LARC and Lombard will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before June 1, 2025 (the "Definitive Agreement"), pursuant to which it is anticipated that Lombard will acquire all of the issued and outstanding ordinary shares of LARC (the "LARC Shares") and shareholders of LARC will receive Lombard common shares ("Lombard Shares") in exchange for their LARC Shares.

The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations.

As of the date hereof, LARC has 1,281,231 LARC Shares and 299,961 preferred shares of LARC (the "LARC Preferred Shares") outstanding. Prior to closing of the Proposed Transaction, the LARC Preferred Shares will convert into 299,961 LARC Shares, and it is anticipated that 1,581,192 LARC Shares will be outstanding immediately prior to the closing of the Proposed Transaction. 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").

Prior to completion of the Proposed Transaction, Lombard proposes to effect a consolidation of the issued and outstanding Lombard Shares, on a fully diluted basis, on the basis of one (1) post-consolidation Lombard Share for every twenty-four (24) pre-consolidation Lombard Share issued and outstanding (the "LSC Consolidation").

Upon completion of the Proposed Transaction, it is presently anticipated that an aggregate of approximately 20,016,086 Resulting Issuer common shares ("Resulting Issuer Shares") will be issued and outstanding (excluding any Resulting Issuer Shares to be issued pursuant to the Concurrent Financing), and:

(a) former holders of LARC Shares will hold 15,811,920 Resulting Issuer Shares, representing approximately 79.0% of the outstanding Resulting Issuer Shares;

(b) investors in the LARC Private Placement (as defined below and assuming maximum) will hold an aggregate of 2,142,857 Resulting Issuer Shares, representing approximately 10.5% of the outstanding Resulting Issuer Shares; and

(c) former holders of Lombard Shares will hold an aggregate of 2,100,877 Resulting Issuer Shares, representing approximately 10.5% of the outstanding Resulting Issuer Shares.

It is anticipated that the Resulting Issuer will continue the business of LARC under a name to be determined by LARC (the "Name Change"). The business of the Resulting Issuer will be primarily focused on the exploration of the Properties.

Certain Lombard Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to principals (as defined under the TSXV policies).

The completion of the Proposed Transaction is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Lombard or LARC; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV and the approval of LARC's shareholders; completion of the Name Change, LARC Share Split, LSC Consolidation, LARC Private Placement, the Lombard Continuation (as defined below) and any other required corporate changes requested by LARC, acting reasonably; completion of the Concurrent Financing (as defined below); completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction.

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

LARC Private Placement

In connection with the Proposed Transaction, LARC is in the process of undertaking a private placement offering (the "LARC Private Placement") for total gross proceeds of no more than C$6,000,000 (US$4,285,700), comprised of up to 214,285 units of LARC (the "LARC Units") at a price of US$20 (C$28) per LARC Unit.  Each LARC Unit will be 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 US$26 (C$37) per Warrant Share for a period of five (5) years following the date of issuance, and (iii) one special warrant of LARC (each, a "LARC Special Warrant"). Each Special Warrant will entitle 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 the first business day immediately following the date that is six months following the closing date of the LARC Private Placement (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 intends to pay certain brokers a cash commission of 7% of the gross proceeds of the LARC Private Placement and such number of broker warrants equal to 7% of the number of LARC Units issued under the LARC Private Placement, with each broker warrant being exercisable for a period of three years from the date of issuance to acquire one LARC Share for US$20.00 (C$28). The LARC Private Placement is not subject to a minimum number of Units.

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 the Properties, and (ii) general corporate and working capital purposes. Completion of the LARC Private Placement and Concurrent Financing are 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 financing (the "Concurrent Financing") of subscription receipts (each a "Subscription Receipt") at a price of not less than C$2.80 per Subscription Receipt (on a post-LARC Share Split basis), for minimum gross proceeds of C$2,000,000. Each Subscription Receipt shall convert into one LARC Share or a LARC unit (post-LARC Share Split) immediately prior to the closing of the Proposed Transaction. The terms of the Concurrent Financing, including whether it will be a brokered or non-brokered offering, are being determined by the Corporation and LARC in the context of the market. Further details regarding the Concurrent Financing, once finalized, will be included in a subsequent press release in accordance with the policies of the TSXV.

Continuation of the Company

Subject to legal advice, prior to completion of the Proposed Transaction, the Corporation will continue to the Cayman Islands in accordance with the applicable requirements under the laws of Canada and the Cayman Islands (the "LSC Continuation"). It is anticipated that the Corporation will call a meeting of shareholders to approve the LSC Continuation, the Name Change and the LSC Consolidation.

The Resulting Issuer

Upon completion of the Proposed Transaction, the Resulting Issuer is expected to change its name to "Lithium Africa Resources Corp." or such other name as determined by LARC. It is expected that the Resulting Issuer will be a Tier 2 Mining Issuer under the policies of the TSXV.

Concurrently with the completion of the Proposed Transaction, it is expected that all directors and officers of the Corporation will resign, and one nominee designated by Lombard (the "Lombard Nominee") and four nominees designated  by LARC will be appointed to fill the vacant roles. The directors of the Resulting Issuer are therefore anticipated to be Tyron Breytenbach, Carl Esprey, Robert Eckford, Toluwalase Seriki and the Lombard Nominee. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The officers of the Resulting Issuer are anticipated to be Tyron Breytenbach, as Chief Executive Officer, Jamie Robinson, as Chief Financial Officer, and Ben Gelber as VP of Exploration. A suitably qualified Corporate Secretary will be engaged prior to completion of the Proposed Transaction. Biographies of the proposed directors and officers of the Resulting Issuer are included below.

Tyron Breytenbach, CEO and Director

Mr. Breytenbach spent a decade in the mining industry as a geologist (specialized in resource estimation at Detour Gold).  He was the Managing Director of Equity Research, Mining at Cormark Securities from May 2012 to March 2020 and then as Managing Director of Investment Banking at Cormark Securities from November 2020 to June 2022.  He was the Managing Director, Head of Mining Research of Stifel Canada from March 2020 to November 2020.

Mr. Breytenbach is currently on the board of directors of Axcap Ventures Inc. (CSE-listed), Rua Gold Inc. (TSXV-listed), Alaska Energy Metals Corporation (TSXV-listed). He was the Senior Vice President Capital Markets of Aris Mining Holdings Corp. (TSX and NYSE-listed).

Mr. Breytenbach holds a Bachelor of Science, Geology from University of Johannesburg and a P.Geo designation.

Carl Esprey, Director

Carl's long and varied career within the natural resource investment and development sector began at Deloitte before he moved to BHP Billiton as an M&A analyst. Carl moved into equity investment as a fund manager at GLG Partners in London in 2008, focused on natural resources investments. Carl is also the founder/chairman of a Portugal headquartered legal cannabis business, director of London listed Contango Holdings Plc and CEO of Waraba Gold Limited, a CSE, Frankfurt and OTC exploration company. Carl established Lithium Africa Resources Corp. in 2021 and since that time has used his experience and network to secure a wide range of prospective lithium assets across Africa.

Robert Eckford, Director

Robert is currently the CEO and director of Rua Gold Inc., a mining company listed on the TSXV.  He is the co-founder and formerly Head of Finance of Aris Mining Corporation.  He has experience in mining across Australia, Africa and South America in a variety of positions.  Mr. Eckford holds a CA designation and a Master of Science in Mineral Economics from Curtin University.

Toluwalase Seriki, Director 

Toluwalase is currently the Head of Business Development in Ganfeng Lithium's Africa division. He has four years of experience in the industry and began his journey by establishing an exploration company in Nigeria. He has a Bachelor's degree in Economics and Philosophy from the University College, London and is completing an MSc in Energy Studies at the University of Dundee. Prior to Ganfeng, he performed corporate development roles at FMDQ Group PLC and Manchester United Football Club Limited.

Jamie Robinson, CFO

Mr. Robinson is a Chartered Accountant specializing in accounting, auditing and financial reporting under both IFRS and ASPE. Prior to joining LARC, Mr. Robinson worked at Deloitte as a Manager focusing on publicly listed and private company audits as well as business reviews, performance enhancement engagements and formal restructuring proceedings. After his public practice experience, he worked as a Senior Financial Analyst at Corinex Communications, performing in-depth financial analysis of currencies, commodities, and financial statements for the purpose of investment and hedge fund trading. Mr. Robinson has acted as CFO for Lightning Ventures Inc. (CSE-listed), Lithos Group Ltd. (CSE-listed) and Liberty Leaf Holdings Ltd. (now Restart Life Sciences Corp.) (CSE-listed). Mr. Robinson holds a CA designation and a Bachelor of Commerce from McGill University.

Ben Gelber, VP of Exploration

Mr. Gelber is a geologist with more than 19 years experience specializing in gold and lithium systems. He currently serves as VP Exploration and Director of Gold Line Resources and was previously with Barrick Gold Corporation as Exploration Manager, Guyana. Prior to Barrick, Mr. Gelber held the positions of Generative Exploration Manager, with Galiano Gold Inc. Mr. Gelber was a director of Cayden Resources Inc. (TSXV-listed), Arian Resources Corp. (TSXV-listed) and POSaBIT Systems Corporation (CSE-listed). Mr. Gelber holds a Bachelor of Science in Geology from the University of British Columbia and a Master in Economic Geology from Rhodes University.

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 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 Properties, the commissioning of an updated NI 43-101 compliant technical report with respect to the 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; completion of the Name Change, the LARC Share Split, the LSC Consolidation and the LSC Continuation; 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.