Lithium Americas Corp. (TSX: LAC) (NYSE: LAC)
(“
Lithium Americas”
or the
“
Company”) is pleased to announce that the Company
has filed the Management Information Circular
(“
Circular”) in connection with the annual,
general and special meeting of Lithium Americas shareholders to be
held on July 31, 2023 (the “
Meeting”). The Meeting
will be held to consider the approval of the reorganization of the
Company that will result in the separation of its North American
and Argentine business units into two independent public companies
(the “
Separation”) and annual meeting matters,
among other things.
The Separation will
establish the Company as Lithium Americas (Argentina) Corp.
(“Lithium Argentina”), as well as a new company to
be named Lithium Americas Corp. (“Lithium Americas
(NewCo)”). Lithium Argentina will retain the Company’s
Argentina portfolio, which is advancing the Caucharí-Olaroz project
to full production following the recent achievement of first
lithium, while pursuing regional growth through development of the
Pastos Grandes basin. Lithium Americas (NewCo) will become a
leading North American-focused lithium company advancing the
100%-owned Thacker Pass project through construction to production
to support the development of the North American lithium supply
chain.
The Separation has
strong shareholder support, with shareholders holding in aggregate
approximately 23.8% of outstanding common shares of Lithium
Americas having agreed to vote in favor of the Separation,
including General Motors Holdings LLC, GFL International Co., Ltd.,
and officers and directors of Lithium Americas.
The Board of Directors
of the Company recommends that shareholders vote in favor of the
Separation and other matters presented at the Meeting.
The Separation is
targeted to become effective by October 15, 2023, but in any event
no later than December 31, 2023. Completion of the Separation is
subject to a number of regulatory approvals and closing conditions,
including approvals by the Supreme Court of British Columbia, the
TSX, and the NYSE, and receipt of tax rulings from the Canada
Revenue Agency and Internal Revenue Service, amongst other things.
The timing of these approvals and satisfaction of closing
conditions has the potential to impact the timing of the
completion.
LITHIUM AMERICAS (NEWCO) MANAGEMENT AND BOARD OF
DIRECTORS
Upon completion of the Separation, Lithium
Americas (NewCo)’s management team will include:
- Jonathan
Evans (Director, President and CEO) – current Director,
President and CEO of Lithium Americas
- Pablo
Mercado (EVP and CFO) – current EVP and CFO of Lithium
Americas
- Richard
Gerspacher (EVP, Capital Projects) – current SVP, Capital
Projects of Lithium Americas
- Ted
Grandy (SVP, General Counsel and Corporate Secretary) –
current VP, Legal and Regulatory Affairs of Lithium Americas
- Aubree
Barnum (VP, Human Resources) – current VP, Human Resources
of Lithium Americas
- Tim
Crowley (VP, Government and External Affairs) – current
VP, Government and Community Relations of Lithium Americas
- Alexi
Zawadzki (VP, Resource Development) – current President of
North American Operations of Lithium Americas
The Board of Directors will include:
- Kelvin
Dushnisky (Executive Chair and Director) – current
Director of Lithium Americas
- Yuan
Gao (Lead Independent Director) – current Director of
Lithium Americas
- Jonathan
Evans (Director) – current Director, President and CEO of
Lithium Americas
- Michael
Brown (Director) – former Executive Director, State of
Nevada Governor’s Office of Economic Development, previously
President of Barrick Gold North America and holding various
positions with Barrick Gold Corporation since 1994
- Fabiana
Chubbs (Director) – current Director of Lithium Americas
and of Royal Gold Inc.
- Zach
Kirkman (Director) – current VP, Corporate Development and
Global M&A of General Motors Company, former Head of Corporate
Development, M&A of Tesla, Inc. and holding various positions
with Tesla since 2016 and former member of the Corporate
Development/M&A team at Apple since 2008
- Jinhee
Magie (Director) – current Director of Lithium
Americas
- Philip
Montgomery (Director) – current Director of Walkabout
Resources Ltd. with a 35-year career at BHP Group Limited and its
predecessor organizations and with significant capital projects
experience
LITHIUM ARGENTINA MANAGEMENT AND BOARD OF
DIRECTORS
Lithium Argentina’s management team will
include:
- John
Kanellitsas (Executive Director (Chair), President and
Interim CEO) – current Executive Vice Chair of Lithium
Americas
- Ignacio
Celorrio (EVP, Latin America) – current President, Latin
America of Lithium Americas
- Alex
Shulga (VP and CFO) – current VP, Finance of Lithium
Americas
- Mariano
Chiappori (VP and COO) – current VP Operations, Latin
America of Lithium Americas
- José
Aggio (VP and Chief Human Resources Officer) – current
Senior Director, Human Resources of Lithium Americas
- Carlos
Galli (VP, Growth and Innovation) – current Director
Project Development, Latin America of Lithium Americas
The Board of Directors will include:
- John
Kanellitsas (Executive Director (Chair), President and
Interim CEO) – current Executive Vice Chair of Lithium
Americas
- George
Ireland (Lead Independent Director) – current Chair of
Lithium Americas
- Diego
Lopez Casanello (Director) – current Managing Partner of
Vidavo Ventures
- Robert
Doyle (Director) – current Director of Faraday Copper
Corp. and Orezone Gold Corporation and former Chief Financial
Officer of Pan American Silver Corp. from 2004 until 2022
- Franco
Mignacco (Director) – current Director of Lithium Americas
and President of Minera Exar
- Calum
Morrison (Director) – current Director of Snowline Gold
Corp. Former President and Chief Executive Officer of Great Bear
Royalties Corp. and previously held various positions at Teck
Resources Ltd.
Additional independent
directors may be recruited for appointment to the Lithium Argentina
Board following the completion of the Arrangement to complement the
initial team of directors and enhance Lithium Argentina’s corporate
governance structure and practices.
TRANSITIONAL
SERVICES AGREEMENT
Following the
Separation, Lithium Argentina and Lithium Americas (NewCo) will be
two independent public companies with separate management and
boards, and with no ownership in one another. Currently, as a
consolidated company, both business units share many corporate
functions that provide administrative support. To facilitate the
transition as each company builds its own corporate functions,
Lithium Argentina and Lithium Americas (NewCo) will enter into a
Transitional Services Agreement pursuant to which it is expected
that, for a period of time following the Separation, each of the
companies will provide to each other certain assistance and
services. The terms of the schedules and the Transitional Services
Agreement have not been finalized prior to the date of this
Circular.
Additional details
with respect to the Separation, management team and board of
directors of each entity can be found in the Circular filed under
Lithium Americas’ profile on SEDAR at www.sedar.com and which will
be mailed to shareholders of record as of June 12, 2023
(“Record Date”). The Circular has also been filed
on a Form 6-K on EDGAR at www.sec.gov.
PROXY AGENT CONTACT DETAILS
Shareholders who have
questions about the Circular, or need assistance with voting their
Lithium Americas shares, can contact our proxy solicitation agent,
Morrow Sodali (Canada) Ltd.:
Morrow SodaliNorth
America Toll Free: 1.888.999.2944Outside North America, Banks,
Brokers and Collect Calls: 1.289.695.3075Email:
assistance@morrowsodali.com
PASTOS GRANDES TECHNICAL REPORT
Concurrently with the
filing of the Circular, the Company announces that a National
Instrument 43-101 ("NI 43-101") Technical Report
(the "Technical Report") for the Pastos Grandes
Project has been completed and filed on SEDAR in connection with a
mineral resource update for the project, as discussed in the
Circular with respect to Lithium Argentina. The Technical Report is
titled “NI 43-101 Technical Report, Lithium Resources Update,
Pastos Grandes Project, Salta Province, Argentina,” and was
prepared by Frederik Reidel, CPG, who is a qualified person
independent of the Company under NI 43-101 with an effective date
of April 30, 2023.
ABOUT LITHIUM
AMERICAS
Lithium Americas is focused on advancing lithium
projects in Argentina and the United States to production. In
Argentina, Caucharí-Olaroz is advancing toward full production
capacity, and the Pastos Grandes basin represents an additional
regional growth opportunity. In the United States, Thacker Pass has
received its Record of Decision and has commenced construction. The
Company continues to advance a reorganization that will result in
the separation of its U.S. and Argentine business units into two
independent public companies. The Company trades on both the
Toronto Stock Exchange (“TSX”) and on the New York
Stock Exchange (“NYSE”), under the ticker symbol
“LAC.”
For further information contact:Investor
RelationsTelephone: 778-656-5820Email:
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 proposed Separation and of the Company (Lithium
Americas (NewCo)’s / Lithium Argentina’s), 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 Company’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 proposed Separation, the expected timetable for
the Separation, the ability of the Company to complete the
Separation on the terms described herein, or at all, the receipt
shareholder and required third party, court, tax, stock exchange
and regulatory approvals required for the Separation, the expected
composition of the board and management of each entity, the
expected holdings and assets of the entities resulting from the
Separation, the expected benefits of the Separation for each
business and to the Company’s shareholders and other stakeholders,
the strategic advantages, future opportunities and focus of each
business and expectations regarding the status of development of
the Company’s projects.
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,
uncertainties with obtaining required approvals, rulings, court
orders and consents, or satisfying other requirements, necessary or
desirable to permit or facilitate completion of the Separation
(including tax, regulatory and shareholder approvals); there being
no assurance that Lithium Americas (NewCo) will meet all the
requirements to list its common shares on the TSX and/or the NYSE,
future factors or events that may arise making it inadvisable to
proceed with, or advisable to delay or alter the structure of the
Separation; 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 Company, Lithium Americas (NewCo)
and Lithium Argentina (collectively the “Entities” and
individually, an “Entity”); 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
associated with mining project development, achieving anticipated
milestones and budgets as planned, and meeting expected timelines;
risks inherent in litigation that could result in additional
unanticipated delays 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
Company’s filings with securities regulators, including the
Company’s most recent annual information form and most recent
management’s discussion and analysis for the Company’s most
recently completed financial year and interim financial period,
which are available on SEDAR at www.sedar.com and EDGAR at
www.sec.gov.
Although the forward-looking statements
contained in this release are based upon what management of the
Company 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, the Company does not 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.
Lithium Americas (TSX:LAC)
Historical Stock Chart
From Nov 2024 to Dec 2024
Lithium Americas (TSX:LAC)
Historical Stock Chart
From Dec 2023 to Dec 2024