VANCOUVER, British Columbia, Oct. 03, 2023 (GLOBE NEWSWIRE) -- Lithium Americas Corp. (“Lithium Americas” or the “Company”), now Lithium Americas (Argentina) Corp. (“Lithium Argentina”) (TSX: LAAC) (NYSE: LAAC) and a new Lithium Americas Corp. (“Lithium Americas (NewCo)”) (TSX: LAC) (NYSE: LAC) today jointly announced the completion of the reorganization of Lithium Americas into two independent publicly traded companies, implemented by way of statutory plan of arrangement (the “Separation”).
“We look forward to seeing these two market-leading companies thrive independently,” said Jonathan Evans, President and CEO 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, October 3, 2023 (the “Effective Date”), common shares of Lithium Americas (“Lithium Americas Shares”) have concluded regular-way trading on the Toronto Stock Exchange (“TSX”) and New York Stock Exchange (“NYSE”) under the symbol “LAC,” and Lithium Argentina common shares (“Lithium Argentina Shares”) and Lithium Americas (NewCo) common shares (“Lithium Americas (NewCo) Shares”) have concluded trading on a “when-issued” basis on the NYSE.
At the start of trading on Wednesday, October 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 (“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 depositary, in order 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 (www.sedarplus.ca).
LAC Registered Shareholders who fail to submit their certificates or DR Statements and their Letter of Transmittals on or before October 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 October 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.
GM TRANSACTION – LITHIUM AMERICAS (NEWCO)
Upon completion of the Separation, General Motors Holdings LLC (“GM”) executed a second tranche subscription agreement (pursuant to which GM will, subject to the fulfillment of certain conditions precedent, purchase US$329,852,134.38 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% of the shares of each company.
CONVERTIBLE NOTES – LITHIUM ARGENTINA
The Separation constitutes a Make-Whole Fundamental Change as defined in the indenture, dated December 6, 2021 (the “Indenture”), between the Company (now Lithium Argentina) and Computershare Trust Company N.A., governing the Company’s 1.75% Convertible Senior Notes due 2027 (the “Notes”). The effective date (as defined in the Indenture) of such Make-Whole Fundamental Change is October 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 US$1,000 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 US$34.89, and (ii) the adjustment to the conversion rate for the Notes as a result of the Separation.
ABOUT LITHIUM ARGENTINA
Lithium Argentina owns a 44.8% interest in the Caucharí-Olaroz project located in Jujuy, Argentina. The company is focused on advancing its Caucharí-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% and 65% owned, respectively).
Lithium Argentina contact:
Kelly O’Brien, VP Investor Relations and ESG |
