Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) ("Lithium
Americas" or the "Company") and Arena Minerals Inc.
(TSX-V:AN) (“
Arena”) are pleased to announce the
completion of the previously announced plan of arrangement (the
“
Arrangement”) whereby Lithium Americas has
acquired all of the issued and outstanding common shares of Arena.
Arena owns 65% of the Sal de la Puna project covering approximately
13,200 hectares of the Pastos Grandes basin located in Salta,
Argentina.
"With the completion
of the acquisition, we have taken a big step towards consolidating
the Pastos Grandes basin,” said John Kanellitsas, Vice Chairman of
Lithium Americas. “While our focus remains on near-term startup of
production at Caucharí-Olaroz, the addition of Arena provides
increased flexibility as we continue to advance our growth plans in
Argentina.”
Pursuant to the
Arrangement, Lithium Americas has acquired 100% of the issued and
outstanding shares of Arena (the “Arena Shares”
and each an “Arena Share”) and Arena shareholders
are entitled to receive 0.0226 of a common share of Lithium
Americas and $0.0001 in cash in exchange for each Arena Share held
immediately prior to closing of the Arrangement. In aggregate, the
Company issued approximately 8.4 million Lithium Americas common
shares under the Arrangement to former Arena securityholders as
consideration for their respective Arena Shares and convertible
securities.
Trading of the Arena
Shares on the TSX Venture Exchange will remain halted until
delisting.
Arena securityholders
who have questions or who may need assistance with the completion
of letters of transmittal are advised to contact Computershare at
1-800-564-6253 toll-free in North America, or by email at
corporateactions@computershare.com.
BMO Capital Markets
acted as financial advisor to Lithium Americas, and Cassels Brock
& Blackwell LLP acted as Lithium Americas’ legal advisor.
Cormark Securities acted as financial advisor to Arena, and
Stikeman Elliott LLP acted as Arena’s legal advisor. Stifel GMP
acted as financial advisor to the Special Committee of Arena.
This press release
does not constitute an offer to sell, or the solicitation of an
offer to buy, any securities.
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 towards first production
and the Pastos Grandes basin represents regional growth. In the
U.S., Thacker Pass has commenced construction and is targeting
first production in the second half of 2026. The Company trades on
both the Toronto Stock Exchange and on the New York Stock Exchange,
under the ticker symbol “LAC”.
For further information contact:Investor
RelationsTelephone: 778-656-5820Email:
ir@lithiumamericas.comWebsite: www.lithiumamericas.com
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.
FORWARD-LOOKING STATEMENTS
This news release may contain certain
“Forward-Looking Statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities laws. When used in this news
release, the words “anticipate”, “believe”, “estimate”, “expect”,
“target”, “plan”, “forecast”, “may”, “schedule” and similar words
or expressions identify forward-looking statements or information.
These forward-looking statements or information may relate to the
Arrangement, including statements with respect to the expected
benefits of the Arrangement, Lithium Americas’ plans for the Pastos
Grandes basin, the synergies resulting from the Arrangement and
future plans and objectives of Lithium Americas.
Such statements represent the Lithium Americas’
current views with respect to future events and are necessarily
based upon a number of assumptions and estimates that, while
considered reasonable by management, are inherently subject to
significant business, economic, competitive, political and social
risks, contingencies and uncertainties. Risks and uncertainties
include, but are not limited to the following: uncertainties with
respect to the ability of the consolidated entity to realize the
benefits anticipated from the Arrangement and the timing to realize
such benefits; changes to current and future business plans;
uncertainties with growth prospects and outlook of Lithium
Americas’ business, including commencing commercial production at
the Cauchari-Olaroz project; uncertainties with respect to
regulatory matters; any impacts of COVID-19 on the business of the
consolidated entity and the ability to advance projects; stock
market conditions generally; demand, supply and pricing for
lithium; and general economic and political conditions in Canada,
Argentina and other jurisdictions where the Company conducts
business.
Additional risks, assumptions and other factors
upon which forward-looking information is based, as it pertains to
Lithium Americas and its business, are set out in its latest
management’s discussion and analysis and its most recent annual
information form, and with respect to Arena, in its latest
management’s discussion and analysis, copies of which are available
under Lithium Americas’ profile and Arena’s profile on SEDAR at
www.sedar.com. Also for further information on the transaction,
including certain key risks, please refer to the March 6, 2023
information circular of Arena filed under the Arena's profile at
www.sedar.com.
Although the Company has attempted to identify
important risks and assumptions, given the inherent uncertainties
in such forward-looking information, there may be other factors
that cause results to differ materially. Forward-looking
information is made as of the date hereof and the Company does not
intend, and expressly disclaims any obligation to update or revise
the forward-looking information contained in this news release,
except as required by applicable law. Accordingly, readers are
cautioned not to place undue reliance on forward-looking
information.
EARLY WARNING DISCLOSURE
Prior to the Arrangement, Lithium Americas held
80,816,146 Arena Shares, representing approximately 19.9% of issued
and outstanding Arena Shares on a non-diluted basis, and 6,838,571
Arena warrants. On completion of the Arrangement, Lithium
Americas holds all outstanding Arena securities. An early warning
report will be filed by Lithium Americas on SEDAR at
www.sedar.com in accordance with applicable securities laws. To
obtain a copy of the early warning report, please contact the
Corporate Secretary of Lithium Americas at 778-656-5820 or
legal@lithiumamericas.com. The Company’s head office is located at
900 West Hastings Street, Suite 300, Vancouver, British Columbia,
V6C 1E5.
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