18:18:29 EDT Wed 15 May 2024
Enter Symbol
or Name
USA
CA



Lithium Americas Corp (3)
Symbol LAC
Shares Issued 159,918,875
Close 2023-07-31 C$ 26.62
Market Cap C$ 4,257,040,453
Recent Sedar Documents

Lithium Americas has holder OK for company separation

2023-07-31 17:25 ET - News Release

Mr. Jonathan Evans reports

LITHIUM AMERICAS SHAREHOLDERS APPROVE PLAN TO SEPARATE INTO TWO LEADING LITHIUM COMPANIES

Lithium Americas Corp. shareholders have voted in favour of the separation of the company into Lithium Americas (Argentina) Corp. and a new Lithium Americas Corp. pursuant to a statutory plan of arrangement at the company's annual general and special meeting of shareholders held today. The separation was approved by 98.85 per cent of the votes cast by shareholders present or represented by proxy at the meeting, as well as 98.78 per cent of the votes cast excluding those of such shareholders who are required to be excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

"We are delighted to see our shareholders' overwhelming support for the separation," said Jonathan Evans, Lithium Americas' president and chief executive officer. "Following the separation, the Lithium Americas (NewCo) team is committed to advancing the Thacker Pass project toward production to support the critical North American lithium supply chain. Meanwhile, the Lithium Argentina team will advance Cauchari-Olaroz toward full commercial production and pursue development opportunities in its significant growth pipeline in Argentina."

The separation is targeted to become effective in early October, 2023. Completion of the separation remains subject to certain regulatory approvals and closing conditions, including, without limitation, having a registration statement to register Lithium Americas (NewCo) common shares under the U.S. Securities Exchange Act of 1934 become effective, and the receipt of final approvals by the Supreme Court of British Columbia, the Toronto Stock Exchange and the New York Stock Exchange. The company received advanced tax rulings from both the Canada Revenue Agency and the Internal Revenue Service in July, and the final court hearing is scheduled to be held on Aug. 4, 2023.

In connection with the approval of the separation, the company's shareholders also passed the resolution approving a new equity incentive plan for Lithium Americas (NewCo) with 90.17 per cent of the votes cast at the meeting in favour of the resolution.

Additionally, in connection with the second tranche of the previously announced $650-million (U.S.) investment by General Motors Holdings LLC, the company's shareholders passed two resolutions approving: (a) the ownership by GM and its affiliates of more than 20 per cent of the issued and outstanding shares of the company (or following the separation, Lithium Americas (NewCo)); and (b) $27.74 (U.S.) per share (as adjusted for the separation) as the maximum subscription price at which tranche 2 would be made. Disinterested shareholders with votes cast of 98.42 per cent were in favour of the resolution in respect of GM's maximum ownership in the company and, following the separation, Lithium Americas (NewCo), as applicable, and disinterested shareholders with votes cast of 98.40 per cent were in favour of the resolution in respect of the maximum pricing limitation for tranche 2.

Following the separation, tranche 2 will be conducted by way of a subscription by GM for shares of Lithium Americas (NewCo) having an aggregate subscription price of approximately $330-million (U.S.) pursuant to the terms of a subscription agreement. Completion of tranche 2 will be subject to the satisfaction of customary closing conditions, including the receipt of conditional approval from the TSX and authorization from the NYSE. GM's ownership interest in the company and, following the separation, Lithium Americas (NewCo) is subject to a maximum of 30 per cent pursuant to the terms of the definitive agreements governing the investment.

At the meeting, the eight director nominees listed in the company's management information circular dated June 16, 2023, were also re-elected as directors to serve until the close of the next annual meeting of shareholders, subject to the completion of the separation. The detailed results of the vote are set out in the attached table.

                     VOTING RESULTS FOR DIRECTORS

Director nominees         Votes for                   Votes withheld  

George Ireland     62,801,435 (97.71 per cent)   1,469,043 (2.29 per cent) 
Fabiana Chubbs     60,922,953 (94.79 per cent)   3,347,525 (5.21 per cent) 
Kelvin Dushnisky   62,502,979 (97.25 per cent)   1,767,499 (2.75 per cent) 
Jonathan Evans     61,847,254 (96.23 per cent)   2,424,108 (3.77 per cent) 
Dr. Yuan Gao       56,314,295 (87.62 per cent)   7,955,299 (12.38 per cent)
John Kanellitsas   62,609,332 (97.42 per cent)   1,661,146 (2.58 per cent) 
Jinhee Magie       60,863,141 (94.70 per cent)   3,407,337 (5.30 per cent) 
Franco Mignacco    63,101,272 (98.18 per cent)   1,169,206 (1.82 per cent) 

Xiaoshen Wang did not stand for re-election to the board of directors of the company. The company thanks Mr. Wang for his valuable contributions and wishes him every success in his future endeavours.

"On behalf of the board and management, I would like to thank Mr. Xiaoshen Wang for his dedication and commitment for the past six years. Mr. Wang has provided invaluable knowledge and experience, and has played an instrumental role in the success of the company to date," said George Ireland, chairman of the board of directors.

In addition to the election of directors, shareholders also set the size of the board of directors at eight, reappointed PricewaterhouseCoopers LLP as the company's auditor and approved a non-binding advisory vote on executive compensation.

Detailed voting results on all matters considered at the meeting are reported in the report of voting results as filed on SEDAR. Please refer to the circular for more detailed information, available on the company's website and on SEDAR.

About Lithium Americas Corp.

Lithium Americas is advancing a separation of its U.S. and Argentine business units into two public independent companies. Lithium Argentina will retain Cauchari-Olaroz (44.8-per-cent interest), focused on advancing toward full production capacity, and regional growth opportunities in the Pastos Grandes basin with the Pastos Grandes and Sal de la Puna projects (100 per cent owned and 65-per-cent interest, respectively). Lithium Americas (NewCo) will retain the 100-per-cent-owned Thacker Pass, focused on advancing construction with the target to commence production in the second half of 2026. The company currently trades on both the TSX and NYSE under the ticker symbol LAC.

We seek Safe Harbor.

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