Lithium Africa Corp. Announces Voting Results from its Annual General Meeting
Rhea-AI Summary
Lithium Africa Corp. (OTCQB: LTAFF) reported that shareholders approved all resolutions at the August 21, 2026 annual general meeting in Vancouver. Seven directors were elected, with most receiving 100% support and Toluwalase Seriki receiving 82.79% of votes cast.
Shareholders appointed Baker Tilly WM LLP as auditor and approved continuation of the Omnibus long‑term incentive plan. Disinterested shareholders approved an amendment raising the Omnibus Plan share reserve from 3,979,702 to 4,995,663 Common Shares (20% of shares outstanding at the record date) and allowing the board to accelerate vesting, plus cancellation of 1,931,835 stock options in favor of 997,909 replacement RSUs and amended vesting for 1,075,000 existing RSUs. A 750,000 RSU grant to CEO Dr. Tom Benson above plan limits was also approved. These compensation changes remain subject to TSX Venture Exchange acceptance, and resulting insider share settlements carry a four‑month hold.
Ernie Ortiz and John Kanellitsas joined the board and were appointed to key committees. The board also approved, effective October 1, 2026, a grant of 300,000 RSUs plus an additional US$30,000 RSU award to incoming CFO James Chabata, with units priced at grant under the Omnibus Plan.
Positive
- All AGM resolutions received shareholder approval, enabling planned governance and compensation changes to proceed
- Omnibus Plan reserve increased to 4,995,663 shares, equal to 20% of shares outstanding at record date
- 1,931,835 options cancelled and replaced with 997,909 RSUs, reducing shares underlying outstanding awards
- Shareholders approved 750,000 RSUs for CEO beyond standard plan participation limits
- Appointment of two new directors and full committee reconstitution completed at the meeting
- Incoming CFO to receive 300,000+ RSUs, aligning part of compensation with equity performance
Negative
- Equity incentive capacity raised to 20% of outstanding shares, increasing potential dilution
- Amendment to Omnibus Plan passed with only 68.00% support from disinterested shareholders
- RSU-related resolutions saw 42.95% of disinterested votes cast against them
- Key Omnibus amendments and RSU changes remain subject to TSXV acceptance, adding regulatory uncertainty
News Explained
Disinterested shareholders approved the Omnibus Plan amendment by
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Cape Town, South Africa--(Newsfile Corp. - August 24, 2026) - Lithium Africa Corp. (TSXV: LAF) (FSE: 6MQ) (OTCQB: LTAFF) ("Lithium Africa" or the "Company") is pleased to announce the results of its annual general meeting of shareholders (the "Shareholders") held on August 21, 2026 in Vancouver, British Columbia (the "Meeting").
Shareholders voted in favour of all of the matters put before the Meeting, as more particularly described in the management information circular of the Company filed with SEDAR+ on July 21, 2026 (the "Circular"), namely:
Electing each of the seven nominees named in the Circular as directors of the Company for the ensuing year.
Appointing Baker Tilly WM LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorizing the directors of the Company to fix the auditor's remuneration.
Approving, by ordinary resolution, the continuation of the Company's omnibus long-term incentive plan (the "Omnibus Plan") until the next annual general meeting of the Company.
Approving, by ordinary resolution of disinterested Shareholders, an amendment to the Omnibus Plan increasing the maximum number of Common Shares reserved for issuance thereunder from 3,979,702 to 4,995,663 Common Shares, being
20% of the Common Shares outstanding as at the Record Date, and permitting the board of directors of the Company (the "Board") to accelerate the vesting of awards, subject to the policies of the TSX Venture Exchange (the "TSXV").Approving, by ordinary resolution of disinterested Shareholders, the cancellation of an aggregate of 1,931,835 outstanding stock options (the "Options") and the grant of an aggregate of 997,909 replacement restricted share units (the "Replacement RSUs") to certain insiders, consultants and employees of the Company.
Approving, by ordinary resolution of disinterested Shareholders, amendments to the vesting terms of an aggregate of 1,075,000 restricted share units (the "RSUs") granted on February 18, 2026 to certain directors, officers and consultants of the Company.
Approving, by ordinary resolution of disinterested Shareholders, the grant of 750,000 RSUs to Dr. Tom Benson, Chief Executive Officer and a director of the Company, in excess of the participation limits under the Omnibus Plan.
Voting results are as follows:
| Resolution | Votes For | Votes Against | Votes Withheld |
| To elect the following as directors: | |||
| Dr. Tom Benson | n/a | ||
| Mamadou Coulibaly | n/a | ||
| Carl Esprey | n/a | ||
| Blake Hylands | n/a | ||
| John Kanellitsas | n/a | ||
| Ernie Ortiz | n/a | ||
| Toluwalase Seriki | n/a | ||
| Appointment of Baker Tilly WM LLP as auditor | n/a | ||
| Continuation of the Omnibus Plan | n/a | ||
| Amendment to the Omnibus Plan ¹ | n/a | ||
| Cancellation of Options and grant of Replacement RSUs ¹ | n/a | ||
| Amendment to existing RSU grants ¹ | n/a | ||
| Grant of RSUs in excess of participation limits ¹ | n/a | ||
¹ Approved by ordinary resolution of disinterested Shareholders. Votes attached to Common Shares required to be excluded under TSXV Policy 4.4 - Security Based Compensation were excluded from the applicable vote.
The amendment to the Omnibus Plan, the cancellation of the Options and the grant of the Replacement RSUs, the amendments to existing RSU grants, and the grant of RSUs to Dr. Benson each remain subject to the acceptance of the TSXV. Common Shares issued on settlement of awards granted to insiders are subject to a four-month hold period commencing on the effective date of grant, in accordance with the policies of the TSXV.
Ernie Ortiz and John Kanellitsas were elected to the Board for the first time. As previously announced on July 13, 2026, Robert Eckford did not stand for re-election at the Meeting. The Board and management thank Mr. Eckford for his contributions since joining the Board in October 2024 and wish him continued success in his future endeavours. Following Mr. Eckford's departure, the reconstituted Audit Committee is comprised of Ernie Ortiz (Chair), Carl Esprey and Toluwalase Seriki; the reconstituted Corporate Governance and Nominating Committee is comprised of John Kanellitsas (Chair), Carl Esprey and Blake Hylands; and the reconstituted Compensation Committee is comprised of Ernie Ortiz (Chair), John Kanellitsas and Carl Esprey.
"We thank Shareholders for their support of each of the matters put before the Meeting," said Dr. Tom Benson, Chief Executive Officer and Director. "We are delighted to welcome Ernie Ortiz and John Kanellitsas to the Board; their depth of experience across the lithium sector and capital markets will be instrumental as we advance our exploration portfolio across Africa. In addition, transitioning from stock options to milestone-based restricted share units aligns management's equity incentives with the Company's growth while reducing the number of Common Shares underlying outstanding awards."
For further information regarding the matters considered at the Meeting, readers are encouraged to review the Circular, a copy of which is available under the profile for the Company on SEDAR+ (www.sedarplus.ca) and available on the Company's website.
Grant of RSUs
In connection with James Chabata's appointment as Chief Financial Officer, as previously announced on August 4, 2026, the Board has approved the grant of 300,000 RSUs, together with an additional award with a value of US
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
ON BEHALF OF THE BOARD OF DIRECTORS OF LITHIUM AFRICA CORP.
Thomas R. 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, including statements in respect of the receipt of the acceptance of the TSXV in respect of the amendment to the Omnibus Plan, the cancellation of the Options and the grant of the Replacement RSUs, the amendments to existing RSU grants, and the grant of RSUs to Dr. Benson and Mr. Chabata; the satisfaction of the market capitalization, trading volume and other vesting conditions applicable to the RSUs; the vesting and settlement of RSUs and the issuance of the Common Shares underlying such RSUs; and the Company's plans and programs for its exploration portfolio in Africa. 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. 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 to raise funds through private or public equity financings; 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/310922