Green LightFor the seperation.. ;-) 2023-07-31 17:25 ET - News Release
Mr. Jonathan Evans reports
LITHIUM AMERICAS SHAREHOLDERS APPROVE PLAN TO SEPARATE INTO TWO LEADING LITHIUM COMPANIES
Lithium Americas Corp. shareholders have voted in favour of the separation of the company into Lithium Americas (Argentina) Corp. and a new Lithium Americas Corp. pursuant to a statutory plan of arrangement at the company's annual general and special meeting of shareholders held today. The Separation was approved by 98.85% of the votes cast by shareholders present or represented by proxy at the Meeting, as well as 98.78% of the votes cast excluding those of such shareholders who are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
"We are delighted to see our shareholders' overwhelming support for the Separation," said Jonathan Evans, Lithium Americas' President and CEO. "Following the Separation, the Lithium Americas (NewCo) team is committed to advancing the Thacker Pass project toward production to support the critical North American lithium supply chain. Meanwhile, the Lithium Argentina team will advance Cauchari-Olaroz toward full commercial production and pursue development opportunities in its significant growth pipeline in Argentina."
The Separation is targeted to become effective in early October 2023. Completion of the Separation remains subject to certain regulatory approvals and closing conditions, including without limitation, having a registration statement to register Lithium Americas (NewCo) common shares under the U.S. Securities Exchange Act of 1934 become effective, and the receipt of final approvals by the Supreme Court of British Columbia, the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE"). The company received advanced tax rulings from both the Canada Revenue Agency and the Internal Revenue Service in July, and the final court hearing is scheduled to be held on August 4, 2023.
In connection with the approval of the Separation, the company's shareholders also passed the resolution approving a new equity incentive plan for Lithium Americas (NewCo) with 90.17% of the votes cast at the Meeting in favor of the resolution.
Additionally, in connection with the second tranche ("Tranche 2") of the previously announced US$650 million investment (the "Investment") by General Motors Holdings LLC (NYSE: GM) ("GM"), the company's shareholders passed two resolutions approving: (a) the ownership by GM and its affiliates of more than 20% of the issued and outstanding shares of the company (or following the Separation, Lithium Americas (NewCo)); and (b) US$27.74 per share (as adjusted for the Separation) as the maximum subscription price at which Tranche 2 would be made. 98.42% of the votes cast by disinterested shareholders were in favor of the resolution in respect of GM's maximum ownership in the company and, following the Separation, Lithium Americas (NewCo), as applicable, and 98.40% of the votes cast by disinterested shareholders were in favor of the resolution in respect of the maximum pricing limitation for Tranche 2.
Following the Separation, Tranche 2 will be conducted by way of a subscription by GM for shares of Lithium Americas (NewCo) having an aggregate subscription price of approximately US$330 million pursuant to the terms of a subscription agreement. Completion of Tranche 2 will be subject to the satisfaction of customary closing conditions, including the receipt of conditional approval from the TSX and authorization from the NYSE. GM's ownership interest in the company and, following the Separation, Lithium Americas (NewCo) is subject to a maximum of 30% pursuant to the terms of the definitive agreements governing the Investment.
At the Meeting, the eight director nominees listed in the company's management information circular dated June 16, 2023 (the "Circular") were also reelected as directors to serve until the close of the next annual meeting of shareholders, subject to the completion of the Separation. The detailed results of the vote are set out below: