21:31:22 EDT Tue 14 May 2024
Enter Symbol
or Name
USA
CA



Lithium Americas Corp (3)
Symbol LAC
Shares Issued 160,047,671
Close 2023-10-03 C$ 22.19
Market Cap C$ 3,551,457,819
Recent Sedar Documents

Lithium Americas, Lithium Argentina complete separation

2023-10-03 16:18 ET - News Release

Also News Release (C-LAAC) Lithium Americas (Argentina) Corp

Mr. Jonathan Evans of NewCo reports

LITHIUM AMERICAS CLOSES SEPARATION TO CREATE TWO LEADING LITHIUM COMPANIES

Lithium Americas Corp., now Lithium Americas (Argentina) Corp., and a new Lithium Americas Corp. (NewCo) have completed the reorganization of Lithium Americas into two independent publicly traded companies, implemented by way of statutory plan of arrangement.

"We look forward to seeing these two market-leading companies thrive independently," said Jonathan Evans, president and chief executive officer 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, Oct. 3, 2023, common shares of Lithium Americas have concluded regular-way trading on the Toronto Stock Exchange and the New York Stock Exchange under the symbol LAC, and Lithium Argentina common shares and Lithium Americas (NewCo) common shares have concluded trading on a when-issued basis on the NYSE.

At the start of trading on Wednesday, Oct. 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 are reminded to submit their certificates or direct registration statements representing their Lithium Americas shares with a duly completed letter of transmittal to Computershare Investor Services Inc., as depositary, 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.

LAC registered shareholders who fail to submit their certificates or DR statements and their letter of transmittals on or before Oct. 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 Oct. 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.

General Motors Holdings LLC transaction -- Lithium Americas (NewCo)

Upon completion of the separation, GM executed a second tranche subscription agreement (pursuant to which GM will, subject to the fulfilment of certain conditions precedent, purchase $329,852,134.38 (U.S.) 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 per cent of the shares of each company.

Convertible notes -- Lithium Argentina

The separation constitutes a make-whole fundamental change as defined in the indenture, dated Dec. 6, 2021, between the company (now Lithium Argentina) and Computershare Trust Company NA, governing the company's 1.75 per cent convertible senior notes due 2027. The effective date (as defined in the indenture) of such make-whole fundamental change is Oct. 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 $1,000 (U.S.) 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 $34.89 (U.S.); and (ii) the adjustment to the conversion rate for the notes as a result of the separation.

About Lithium Americas (Argentina) Corp.

Lithium Argentina owns a 44.8-per-cent interest in the Cauchari-Olaroz project located in Jujuy, Argentina. The company is focused on advancing its Cauchari-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 per cent and 65 per cent owned, respectively).

About Lithium Americas Corp.

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.

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