Lithium Americas Corp (LAC) files Circular related to separation of its North American and Argentine business units
Lithium Americas Corp. (NYSE:) announces that the Company has filed the Management Information Circular in connection with the annual, general and special meeting of Lithium Americas shareholders to be held on July 31, 2023. The Meeting will be held to consider the approval of the reorganization of the Company that will result in the separation of its North American and Argentine business units into two independent public companies (the “Separation”) and annual meeting matters, among other things.
The Separation will establish the Company as Lithium Americas (Argentina) Corp. (“Lithium Argentina”), as well as a new company to be named Lithium Americas Corp. (“Lithium Americas (NewCo)”). Lithium Argentina will retain the Company’s Argentina portfolio, which is advancing the Caucharí-Olaroz project to full production following the recent achievement of first lithium, while pursuing regional growth through development of the Pastos Grandes basin. Lithium Americas (NewCo) will become a leading North American-focused lithium company advancing the 100%-owned Thacker Pass project through construction to production to support the development of the North American lithium supply chain.
The Separation has strong shareholder support, with shareholders holding in aggregate approximately 23.8% of outstanding common shares of Lithium Americas having agreed to vote in favor of the Separation, including General Motors Holdings LLC, GFL International Co., Ltd., and officers and directors of Lithium Americas.
The Board of Directors of the Company recommends that shareholders vote in favor of the Separation and other matters presented at the Meeting.
The Separation is targeted to become effective by October 15, 2023, but in any event no later than December 31, 2023. Completion of the Separation is subject to a number of regulatory approvals and closing conditions, including approvals by the Supreme Court of British Columbia, the TSX, and the NYSE, and receipt of tax rulings from the Canada Revenue Agency and Internal Revenue Service, amongst other things. The timing of these approvals and satisfaction of closing conditions has the potential to impact the timing of the completion.
LITHIUM AMERICAS (NEWCO) MANAGEMENT AND BOARD OF DIRECTORS
Upon completion of the Separation, Lithium Americas (NewCo)’s management team will include:
- Jonathan Evans (Director, President and CEO) – current Director, President and CEO of Lithium Americas
- Paul Market (EVP and CFO) – current EVP and CFO of Lithium Americas
- Richard Gerspacher (EVP, Capital Projects) – current SVP, Capital Projects of Lithium Americas
- Ted Grandy (SVP, General Counsel and Corporate Secretary) – current VP, Legal and Regulatory Affairs of Lithium Americas
- Aubree Barnum (VP, Human Resources) – current VP, Human Resources of Lithium Americas
- Tim Crowley (VP, Government and External Affairs) – current VP, Government and Community Relations of Lithium Americas
- Alexi Zawadzki (VP, Resource Development) – current President of North American Operations of Lithium Americas
The Board of Directors will include:
- Kelvin Dushnisky (Executive Chair and Director) – current Director of Lithium Americas
- Yuan Gao (Lead Independent Director) – current Director of Lithium Americas
- Jonathan Evans (Director) – current Director, President and CEO of Lithium Americas
- Michael Brown (Director) – former Executive Director, State of Nevada Governor’s Office of Economic Development, previously President of Barrick Gold North America and holding various positions with Barrick Gold Corporation since 1994
- Fabiana Chubbs (Director) – current Director of Lithium Americas and of Royal Gold Inc.
- Zach Kirkman (Director) – current VP, Corporate Development and Global M&A of General Motors Company, former Head of Corporate Development, M&A of Tesla, Inc. and holding various positions with Tesla since 2016 and former member of the Corporate Development/M&A team at Apple since 2008
- Jinhee Magic (Director) – current Director of Lithium Americas
- Philip Montgomery (Director) – current Director of Walkabout Resources Ltd. with a 35-year career at BHP Group Limited and its predecessor organizations and with significant capital projects experience
LITHIUM ARGENTINA MANAGEMENT AND BOARD OF DIRECTORS
Lithium Argentina’s management team will include:
- John Kanellitsas (Executive Director (Chair), President and Interim CEO) – current Executive Vice Chair of Lithium Americas
- Ignacio Celorrio (EVP, Latin America) – current President, Latin America of Lithium Americas
- Alex Shulga (VP and CFO) – current VP, Finance of Lithium Americas
- Mariano Chiappori (VP and COO) – current VP Operations, Latin America of Lithium Americas
- Jose Aggio (VP and Chief Human Resources Officer) – current Senior Director, Human Resources of Lithium Americas
- Carlos Galli (VP, Growth and Innovation) – current Director Project Development, Latin America of Lithium Americas
The Board of Directors will include:
- John Kanellitsas (Executive Director (Chair), President and Interim CEO) – current Executive Vice Chair of Lithium Americas
- George Ireland (Lead Independent Director) – current Chair of Lithium Americas
- Diego López Casanello (Director) – current Managing Partner of Vidavo Ventures
- Robert Doyle (Director) – current Director of Faraday Copper Corp. and Orezone Gold Corporation and former Chief Financial Officer of Pan American Silver Corp. from 2004 until 2022
- Franco Mignacco (Director) – current Director of Lithium Americas and President of Minera Exar
- Calum Morrison (Director) – current Director of Snowline Gold Corp. Former President and Chief Executive Officer of Great Bear Royalties Corp. and previously held various positions at Teck Resources Ltd.
Additional independent directors may be recruited for appointment to the Lithium Argentina Board following the completion of the Arrangement to complement the initial team of directors and enhance Lithium Argentina’s corporate governance structure and practices.
TRANSITIONAL SERVICES AGREEMENT
Following the Separation, Lithium Argentina and Lithium Americas (NewCo) will be two independent public companies with separate management and boards, and with no ownership in one another. Currently, as a consolidated company, both business units share many corporate functions that provide administrative support. To facilitate the transition as each company builds its own corporate functions, Lithium Argentina and Lithium Americas (NewCo) will enter into a Transitional Services Agreement pursuant to which it is expected that, for a period of time following the Separation, each of the companies will provide to each other certain assistance and services. The terms of the schedules and the Transitional Services Agreement have not been finalized prior to the date of this Circular.
Additional details with respect to the Separation, management team and board of directors of each entity can be found in the Circular filed under Lithium Americas’ profile on SEDAR at www.sedar.com and which will be mailed to shareholders of record as of June 12, 2023 (“Record Date”). The Circular has also been filed on a Form 6-K on EDGAR at www.sec.gov.
PROXY AGENT CONTACT DETAILS
Shareholders who have questions about the Circular, or need assistance with voting their Lithium Americas shares, can contact our proxy solicitation agent, Morrow Sodali (Canada) Ltd.:
Morrow SodaliNorth America Toll Free: 1.888.999.2944Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075Email: assistance@morrowsodali.com
PASTOS GRANDES TECHNICAL REPORT
Concurrently with the filing of the Circular, the Company announces that a National Instrument 43-101 (“IS 43-101“) Technical Report (the “Technical Report“) for the Pastos Grandes Project has been completed and filed on SEDAR in connection with a mineral resource update for the project, as discussed in the Circular with respect to Lithium Argentina. The Technical Report is titled “NI 43-101 Technical Report, Lithium Resources Update, Pastos Grandes Project, Salta Province, Argentina,” and was prepared by Frederik Reidel, CPG, who is a qualified person independent of the Company under NI 43-101 with an effective date of April 30, 2023.
