Lithium Americas Corp. (“
Lithium Americas” or the
“
Company”), now
Lithium Americas
(Argentina) Corp. (“
Lithium Argentina”)
(TSX: LAAC) (NYSE: LAAC) and a new
Lithium
Americas Corp. (“
Lithium Americas
(NewCo)”)
(TSX: LAC) (NYSE: LAC) today
jointly announced the completion of the reorganization of Lithium
Americas into two independent publicly traded companies,
implemented by way of statutory plan of arrangement (the
“
Separation”).
“We look forward to seeing these two
market-leading companies thrive independently,” said Jonathan
Evans, President and CEO of Lithium Americas (NewCo) and former
President and CEO of Lithium Americas. “The Separation offers
investors two unique and highly focused pure-play lithium companies
with world-class assets in our respective regions of
operation.”
“I am extremely proud of the Lithium Argentina
and Lithium Americas (NewCo) teams for their hard work and
dedication in redesigning these companies with the right management
teams and resources to flourish independently,” said John
Kanellitsas, Executive Chairman, President and Interim CEO of
Lithium Argentina and former Executive Vice Chair of Lithium
Americas. “The closing of this Separation is a pivotal moment in
allowing each company to sharpen its focus and pursue independent
and unique growth opportunities within the lithium industry.”
As of close of trading on Tuesday, October 3,
2023 (the “Effective Date”), common shares of
Lithium Americas (“Lithium Americas Shares”) have
concluded regular-way trading on the Toronto Stock Exchange
(“TSX”) and New York Stock Exchange
(“NYSE”) under the symbol “LAC,” and Lithium
Argentina common shares (“Lithium Argentina
Shares”) and Lithium Americas (NewCo) common shares
(“Lithium Americas (NewCo) Shares”) have concluded
trading on a “when-issued” basis on the NYSE.
At the start of trading on Wednesday, October 4,
2023, Lithium Argentina Shares and Lithium Americas (NewCo) Shares
will commence trading on the TSX and NYSE on a regular-way basis
under the ticker symbols “LAAC” and “LAC,” respectively.
REGISTERED SHAREHOLDERS
Registered shareholders of Lithium Americas
(“LAC Registered Shareholders”) are reminded to
submit their certificates or direct registration statements
(“DR Statements”) representing their Lithium
Americas Shares with a duly completed letter of transmittal
(“Letter of Transmittal”) to Computershare
Investor Services Inc., as depositary, in order to receive DR
Statements representing their Lithium Argentina Shares and Lithium
Americas (NewCo) Shares. The Letter of Transmittal is filed on
Lithium Argentina’s SEDAR profile (www.sedarplus.ca).
LAC Registered
Shareholders who fail to submit their certificates or DR Statements
and their Letter of Transmittals on or before October 3, 2026, the
third anniversary of the Effective Date of the Separation, will
cease to have any right or claim against or interest of any kind or
nature in Lithium Argentina or Lithium Americas (NewCo).
Accordingly, persons who tender certificates or DR Statements for
Lithium Americas Shares after October 3, 2026 will not receive any
Lithium Argentina Shares or Lithium Americas (NewCo) Shares, will
not own any interest in Lithium Argentina or Lithium Americas
(NewCo) and will not be paid any cash or other compensation in lieu
thereof.
GM TRANSACTION – LITHIUM AMERICAS
(NEWCO)
Upon completion of the Separation, General
Motors Holdings LLC (“GM”) executed a second
tranche subscription agreement (pursuant to which GM will, subject
to the fulfillment of certain conditions precedent, purchase
US$329,852,134.38 in Lithium Americas (NewCo) Shares). GM also
executed an investor rights agreement with Lithium Americas (NewCo)
and GM’s offtake agreement with the Company was assigned to Lithium
Americas (NewCo). The second tranche alternative exercise warrants
previously issued to GM by the Company and the second tranche
subscription agreement between GM and the Company are no longer
effective in accordance with the terms of those agreements. GM is
the largest shareholder of both Lithium Americas (NewCo) and
Lithium Argentina with approximately 9.4% of the shares of each
company.
CONVERTIBLE NOTES – LITHIUM
ARGENTINA
The Separation constitutes a Make-Whole
Fundamental Change as defined in the indenture, dated December 6,
2021 (the “Indenture”), between the Company (now
Lithium Argentina) and Computershare Trust Company N.A., governing
the Company’s 1.75% Convertible Senior Notes due 2027 (the
“Notes”). The effective date (as defined in the
Indenture) of such Make-Whole Fundamental Change is October 3,
2023. In addition, the Separation will result in an adjustment to
the conversion rate of the Notes. Notices will be sent to the
Depository Trust Company (“DTC”) as the holder of
the Notes and filed on SEDAR and EDGAR regarding (i) the number of
additional Lithium Argentina Shares by which the conversion rate of
the Notes may be increased per US$1,000 principal amount of Notes
with respect to conversions occurring in connection with such
Make-Whole Fundamental Change being nil, as the last reported sale
prices of the Company’s common shares over the five trading day
period ending on, and including, the trading day immediately
preceding the applicable effective date Make-Whole Fundamental
Change, was less than US$34.89, and (ii) the adjustment to the
conversion rate for the Notes as a result of the Separation.
ABOUT LITHIUM
ARGENTINA
Lithium Argentina owns a 44.8% interest in the
Caucharí-Olaroz project located in Jujuy, Argentina. The company is
focused on advancing its Caucharí-Olaroz project toward full
production capacity and exploring regional growth opportunities in
the Pastos Grandes basin with its Pastos Grandes and Sal de la Puna
projects (100% and 65% owned, respectively).
Lithium Argentina contact:Kelly O’Brien, VP
Investor Relations and ESGTelephone: +54-11-52630616 Email:
ir@lithium-argentina.comWebsite:
www.lithium-argentina.com
ABOUT LITHIUM
AMERICAS (NEWCO)
Lithium Americas (NewCo) owns the Thacker Pass
project located in Nevada, which hosts the largest known Measured
and Indicated lithium resource in the United States. The company is
focused on advancing construction at Thacker Pass; construction
commenced in early 2023. Thacker Pass is expected to employ over
1,000 workers during construction and create 500 permanent jobs
during operations over its 40-year mine life.
Lithium Americas (NewCo) contact:Virginia
Morgan, VP Investor Relations and ESGTelephone: 778-726-4070 Email:
ir@lithiumamericas.comWebsite:
www.lithiumamericas.com
FORWARD-LOOKING INFORMATION
Certain statements in this release constitute
“forward-looking statements” within the meaning of applicable
United States securities legislation and “forward-looking
information” under applicable Canadian securities legislation
(collectively, “forward-looking statements”). Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, events, performance or
achievements of the Separation and of Lithium Americas (NewCo) /
Lithium Argentina (collectively the “Entities” and individually, an
“Entity”), its projects, or industry results, to be materially
different from any future results, events, performance or
achievements expressed or implied by such forward-looking
statements. Such statements can be identified by the use of words
such as “may,” “would,” “could,” “will,” “intend,” “expect,”
“believe,” “plan,” “anticipate,” “estimate,” “schedule,”
“forecast,” “predict” and other similar terminology, or state that
certain actions, events or results “may,” “could,” “would,” “might”
or “will” be taken, occur or be achieved. These statements reflect
the Entity’s current expectations regarding future events,
financial or operating performance and results, and speak only as
of the date of this release. Such statements include without
limitation, statements with respect to the expected benefits of the
Separation for each business and the Entity’s shareholders and
other stakeholders, the strategic advantages, future opportunities
and focus of each business and expectations regarding the status of
development of the Entity’s projects, and expectation for the
completion of the second tranche investment by GM; statements with
respect to expectations around Thacker Pass supporting North
American supply chain, the number of workers it will employ and its
expected mine life.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future
performance, events or results and will not necessarily be accurate
indicators of whether or not such events or results will be
achieved. A number of factors could cause actual results to differ
materially from the results discussed in the forward-looking
statements or information, including, but not limited to, the
performance, the operations and financial condition of Lithium
Americas (NewCo) and Lithium Argentina as separately traded public
companies, including the reduced geographical and property
portfolio diversification resulting from the Separation; the impact
of the Separation on the trading prices for, and market for trading
in, the shares of the Entities; the potential for significant tax
liability for a violation of the tax-deferred spinoff rules
applicable in Canada and the United States; uncertainties with
realizing the potential benefits of the Separation; risks with
respect to Lithium Americas (NewCo) not meeting the conditions with
respect to GM’s second tranche investment and other risks with
respect to any delays in completing such transaction; risks
associated with mining project development, achieving anticipated
milestones and budgets as planned, and meeting expected timelines;
risks inherent in litigation or rulings that are adverse for an
Entity or its projects; maintaining local community support in the
regions where an Entity’s projects are located; changing social
perceptions and their impact on project development and litigation;
ongoing global supply chain disruptions and their impact on
developing an Entity’s projects; availability of personnel,
supplies and equipment; the impact of inflation or changing
economic conditions on an Entity, its projects and their
feasibility; any impacts of COVID-19 or an escalation thereof on
the business of an Entity; unanticipated changes in market price
for an Entity’s shares; changes to an Entity’s current and future
business plans and the strategic alternatives available to the
Entity; industry and stock market conditions generally; demand,
supply and pricing for lithium; and general economic and political
conditions in Canada, the United States, Argentina and other
jurisdictions where an Entity conducts business. Additional
information about certain of these assumptions and risks and
uncertainties is contained in the Entity’s filings with securities
regulators, including the Company’s management information circular
dated June 16, 2023 available on SEDAR+ at www.sedarplus.ca and
EDGAR at www.sec.gov.
Although the forward-looking statements
contained in this release are based upon what management of the
applicable Entity believes are reasonable assumptions as of the
date hereof, there can be no assurance that actual results will be
consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this release
and are expressly qualified in their entirety by this cautionary
statement. Subject to applicable securities laws, none of the
Entities assume any obligation to update or revise the
forward-looking statements contained herein to reflect events or
circumstances occurring after the date of this release.
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