Lithium Africa Corp. Advances Loan, Amends Options and RSUs, and Changes Auditors

Rhea-AI Summary

Lithium Africa (OTCQB:LTAFF) advanced US$250,000 to a subsidiary of a CSE-listed company via an unsecured, non-interest-bearing convertible promissory note maturing on December 3, 2027. The note is convertible, after the contemplated transaction closes, into Target shares valued at 135% of principal, or repayable in cash at the same 135% amount. The Target’s parent has guaranteed the obligations, and both the advance and the proposed transaction remain subject to TSXV and other regulatory approvals.

Lithium Africa also approved amendments to its omnibus long-term incentive plan, increasing the share reserve from 3,979,702 to 4,995,663 shares, cancelling 1,931,835 options and issuing 997,909 replacement RSUs, and amending vesting on 1,075,000 RSUs. These changes require disinterested shareholder approval at the August 21, 2026 AGM and TSXV acceptance. Separately, the company appointed Baker Tilly WM LLP as auditor following the resignation of Deloitte LLP, with the change-of-auditor package filed on SEDAR+.

Positive

• Convertible note allows potential 135% repayment or equity value on US$250,000 by 2027
• Parent of Target agreed to guarantee Promissory Note obligations, subject to approvals
• Equity incentive pool increased to 4,995,663 shares, providing more flexibility for compensation
• 1,931,835 options cancelled and partly replaced by 997,909 RSUs, reducing gross award count

Negative

• Advance of US$250,000 and Proposed Transaction remain subject to TSXV approval
• Equity plan share reserve raised from 3,979,702 to 4,995,663, implying potential dilution
• Resignation of former auditor Deloitte LLP and auditor change may introduce transition risk

News Explained

The US$250,000 advance has been made, but without prior TSXV approval; it remains subject to that approval, leaving the funding provided while its regulatory status is still unresolved.

News Market Reaction – LTAFF

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In the Jul 16 session, LTAFF declined 25.64%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Cape Town, South Africa--(Newsfile Corp. - July 15, 2026) - Lithium Africa Corp. (TSXV: LAF) (FSE: 6MQ) (OTCQB: LTAFF) (formerly named Lombard Street Capital Corp.) ("Lithium Africa" or the "Company") announces that it has provided US$250,000 to a subsidiary (the "Target") of a CSE-listed company (the "Parent") in order to support a contemplated transaction (the "Proposed Transaction") pursuant to a unsecured convertible promissory note issued by the Target (the "Promissory Note"). The Promissory Note is non-interest-bearing and has a stated maturity date on December 3, 2027 (the "Maturity Date"). Subject to the terms of the Promissory Note, the Company may elect at any time after the closing of the Transaction and prior to the Maturity Date, to convert the outstanding principal amount of its Promissory Note into a number of common shares of the Target representing an aggregate value equal to 135% of such outstanding principal amount (the "Conversion Amount"). If the Company does not elect to convert all the outstanding principal amount on or prior to the Maturity date, the outstanding principal amount will be payable in cash on the Maturity Date in an amount equal to the Conversion Amount. The Parent has also agreed to guarantee the obligations of the Target under the Promissory Note. The guarantee is intended to be a continuing guarantee of payment and performance and is subject to the receipt of applicable regulatory approvals. The advance was made without prior approval of the TSX Venture Exchange (the "TSXV") and remains subject to TSXV approval. The Proposed Transaction remains subject to TSXV approval. The Company will provide more details of the Proposed Transaction once a definitive agreement is entered into.

On July 13, 2026, the Company approved certain amendments (the "Omnibus Plan Amendment") to the Company's omnibus long-term incentive plan dated February 11, 2026, including increasing the maximum number of common shares available under the Omnibus Plan from 3,979,702 common shares to 4,995,663 common shares. The Company also approved the cancellation of an aggregate of 1,931,835 outstanding stock options (the "Cancelled Options") that were issued to certain insiders, consultants and employees and replaced them with an aggregate of 997,909 restricted share units (the "Replacement RSUs"). The Company also approved the amendment of the vesting terms of an aggregate of 1,075,000 restricted share units (the "RSU Amendment") issued to certain directors, officers and consultants of the Company. The Omnibus Plan Amendment, the grant of the Replacement RSUs and the RSU Amendment are subject to disinterested shareholder approval at the upcoming AGM to be held on August 21, 2026 and acceptance by the TSXV.

The Company announces the appointment of Baker Tilly WM LLP (the "Successor Auditor"), as the Company's new auditor to hold office until the Company's next annual meeting of shareholders.

The Successor Auditor was appointed following the receipt by the Company of the resignation of Deloitte LLP (the "Former Auditor"), effective July 14, 2026. The Audit Committee of the Board of Directors accepted the resignation of the Former Auditor and recommended the appointment of the Successor Auditor. The Board of Directors of the Company, on the recommendation of the Audit Committee, appointed the Successor Auditor as the new auditor until the next Annual General Meeting of the Company.

The Company sent a Notice of Change of Auditor (the "Notice") to the Successor Auditor and the Former Auditor and has received a letter from each, addressed to the securities commissions in each jurisdiction where the Company is reporting, stating that they agree with the information contained in the Notice. The Notice and letters (the "Change of Auditor Package") have been reviewed and approved by the Company's Audit Committee and the Board of Directors.

The Change of Auditor Package is available under the Company's SEDAR+ profile at www.sedarplus.ca.

About Lithium Africa Corp.

Lithium Africa Corp. is a capital-efficient lithium exploration and consolidation company assembling a portfolio of hard-rock lithium assets across Africa. Through its 50/50 joint venture with GFL International Co., Ltd., a subsidiary of Ganfeng Lithium Group Co., Ltd., the Company holds an indirect 50% interest in lithium exploration projects in Côte d'Ivoire, Guinea, Zimbabwe, and Mali. In addition, the Company is acquiring a majority interest in the Springbok Project in South Africa, which is held outside the joint venture. For more information, please visit www.li-africa.com.

ON BEHALF OF THE BOARD OF DIRECTORS OF LITHIUM AFRICA CORP.

Thomas Benson, Ph.D., Chief Executive Officer & Director

For further information regarding the Company contact:

Jeanne Liu, Corporate Communications at investors@li-africa.com, 1.604.771.7125.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this news release that are not historical facts may be forward-looking statements within the meaning of applicable securities legislation. These forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, without limitation, (i) the Proposed Transaction, including the form and timing of any Definitive Agreement,; (ii) statements regarding the receipt of regulatory approvals, including stock exchange approvals and approvals required in connection with Proposed Transaction; (iii) obtaining the requisite approval for the grant of the Replacement RSUs and the RSU Amendment. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management's assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements. Generally forward-looking statements can be identified by the use of terminology such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential" and similar expressions. These forward-looking statements are based on a number of assumptions which may prove to be incorrect which, without limiting the generality of the following, include: the ability of the Company to complete the Acquisition; general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; risks inherent in exploration activities; the impact of exploration competition; unexpected geological conditions; changes in government regulations and policies, including trade laws and policies; failure to obtain necessary permits and approvals from government authorities; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; environmental and safety risks including increased regulatory burdens; weather and other natural phenomena; and other exploration, development, operating, financial market and regulatory risks. The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by applicable securities laws and regulation, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305254

FAQ

What loan did Lithium Africa (OTCQB:LTAFF) advance on July 15, 2026?

Lithium Africa advanced a US$250,000 unsecured, non-interest-bearing convertible promissory note to a subsidiary of a CSE-listed company. According to Lithium Africa, the note matures on December 3, 2027 and is linked to a contemplated transaction subject to TSXV approval.

How does the 135% conversion feature work on Lithium Africa’s LTAFF promissory note?

Lithium Africa may, after the transaction closes and before maturity, convert the note into Target shares worth 135% of principal. According to Lithium Africa, if it does not convert, the Target must repay cash equal to the same 135% amount at maturity.

What changes did Lithium Africa (LTAFF) make to its omnibus incentive plan in 2026?

Lithium Africa approved increasing the omnibus plan share reserve from 3,979,702 to 4,995,663 common shares. According to Lithium Africa, it also cancelled 1,931,835 options, issued 997,909 replacement RSUs, and amended vesting on 1,075,000 RSUs, pending shareholder and TSXV approvals.

Will Lithium Africa’s 2026 RSU and option changes dilute LTAFF shareholders?

The plan’s maximum shares increased, which can dilute shareholders if fully issued. According to Lithium Africa, this is partly offset by cancelling 1,931,835 options and replacing them with 997,909 RSUs, with all changes still requiring disinterested shareholder approval and TSXV acceptance.

When will Lithium Africa shareholders vote on the 2026 omnibus plan amendments?

Disinterested shareholders are scheduled to vote on the omnibus plan amendment, replacement RSUs and RSU vesting changes at the AGM on August 21, 2026. According to Lithium Africa, TSXV acceptance is also required before the changes become fully effective.

Why did Lithium Africa (LTAFF) change its auditor from Deloitte to Baker Tilly WM LLP?

Lithium Africa appointed Baker Tilly WM LLP after receiving Deloitte LLP’s resignation effective July 14, 2026. According to Lithium Africa, the audit committee and board approved the new auditor, and both firms agreed with the Notice of Change filed on SEDAR+.

Is Lithium Africa’s US$250,000 advance already approved by the TSX Venture Exchange?

No, the advance under the promissory note was made without prior TSXV approval and remains subject to TSXV approval. According to Lithium Africa, the broader proposed transaction is also conditional on TSXV consent and other regulatory clearances.