Lithium Americas Corp. (TSX: LAC) (NYSE: LAC)
(“
Lithium Americas” or the
“
Company”) is pleased to announce that the
separation of the Company into Lithium Americas (Argentina) Corp.
(“
Lithium Argentina”) and a new Lithium Americas
Corp. (“
Lithium Americas (NewCo)”) pursuant to a
statutory plan of arrangement (the “
Separation”)
is expected to be completed on Tuesday, October 3, 2023 (the
“
Effective Date”).
Under the terms of the Separation, holders of
Lithium Americas common shares (“Lithium Americas
Shares”) will be entitled to receive one Lithium Argentina
common share (each, a “Lithium Argentina Share”)
and one Lithium Americas (NewCo) common share (each, a
“Lithium Americas (NewCo) Share”) for every
Lithium Americas Share held immediately before the effective time
of the Separation.
The Company expects that “when-issued” public
trading markets for Lithium Argentina Shares under the ticker
symbol “LAAC WI” and Lithium Americas (NewCo) Shares under the
ticker symbol “LAC WI” will commence on the New York Stock Exchange
(“NYSE”) on or about Monday, October 2, 2023, and
will continue up to and including Tuesday, October 3, 2023. At the
close of trading on Tuesday, October 3, 2023, Lithium Americas
Shares are expected to conclude “regular-way” trading on the NYSE
and the Toronto Stock Exchange (the “TSX”) under
the ticker symbol “LAC,” and Lithium Argentina Shares and Lithium
Americas (NewCo) Shares are expected to conclude “when-issued”
trading on the NYSE. For clarity, there will be no “when-issued”
trading of Lithium Argentina Shares or Lithium Americas (NewCo)
Shares on the TSX.
Subject to confirmation of the NYSE and the TSX,
the Company also anticipates that “regular-way” trading of Lithium
Argentina Shares under the ticker symbol “LAAC” and Lithium
Americas (NewCo) Shares under the ticker symbol “LAC” will begin on
the NYSE and TSX at the start of trading on Wednesday, October 4,
2023.
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 depository, in order to receive
certificates or DR Statements representing their Lithium Argentina
Shares and Lithium Americas (NewCo) Shares. New certificates or DR
Statement(s) representing Lithium Argentina Shares and Lithium
Americas (NewCo) Shares will be mailed to LAC Registered
Shareholders that have submitted a Letter of Transmittal together
with their certificates or DR Statements by the Effective Date on
or about October 6, 2023. Letters of Transmittal and certificates
or DR Statements received after the Effective Date will be
processed within 10 business days. The Letter of Transmittal is
available on the Company’s SEDAR profile at www.sedarplus.ca and
EDGAR profile at www.sec.gov. The Letter of Transmittal will
continue to be available on Lithium Argentina’s SEDAR profile and
EDGAR profile after the Effective Date.
There are currently 160,047,671 Lithium Americas
Shares outstanding, and it is anticipated that immediately upon the
Separation becoming effective the number of Lithium Argentina
Shares and Lithium Americas (NewCo) Shares outstanding shall be the
same or substantially the same as the number of Lithium Americas
Shares currently outstanding. Persons trading in the “when-issued”
market should be aware that the acquisition and beneficial
ownership reporting rules under Canadian securities laws will apply
to purchases of “when-issued” Lithium Argentina Shares and Lithium
Americas (NewCo) Shares.
Investors are
encouraged to consult with their own advisors regarding the
specific implications of buying or selling Lithium Americas Shares,
Lithium Argentina Shares and Lithium Americas (NewCo) Shares.
The registration
statement on Form 20-F of 1397468 B.C. Ltd., which will become
Lithium Americas (NewCo) upon completion of the Separation, was
declared effective by the U.S. Securities and Exchange Commission
on September 28, 2023 and is available at www.sec.gov.
ABOUT LITHIUM
AMERICAS
Lithium Americas is advancing a separation of
its U.S. and Argentine business units into two public independent
companies. Lithium Argentina will retain the Caucharí-Olaroz
project (44.8% owned), 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% and
65% owned, respectively). Lithium Americas (NewCo) will retain the
100% owned Thacker Pass project, focused on advancing construction
with the target to commence production in the second half of 2026.
The Company’s common shares currently trade on both the TSX and
NYSE under the ticker symbol “LAC.”
For further information about Lithium
Americas (NewCo) contact:Virginia Morgan, VP Investor
Relations and ESG Telephone: 778-726-4070
For further information about Lithium
Argentina contact:Kelly O’Brien, VP Investor Relations and
ESGTelephone: 585-269-2020
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 Argentina / Lithium
Americas (NewCo) (collectively the “Entities” and individually, an
“Entity”), their 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
ability of the Company to complete the Separation on the terms
described herein, or at all, the expected timetable for the
Separation, the expected timing for the commencement of
“when-issued” trading of the Lithium Argentina Shares and the
Lithium Americas (NewCo) Shares (the “Distribution Shares”) on
NYSE, the expected timing for the conclusion of “regular-way”
trading of Lithium Americas Shares on the TSX and NYSE and
“when-issued” trading of the Distribution Shares on NYSE, the
expected timing for commencement of “regular-way” trading of the
Distribution Shares on the TSX and NYSE and the expected timing for
the distribution of the Distribution Shares.
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, 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 Argentina and Lithium Americas (NewCo) 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 Argentina or
Lithium Americas (NewCo); 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 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 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
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.
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