Lithium Americas has two distinct industry-leading business units in its current portfolio, each of which has assets with significant value to be unlocked. Through a separation into two separate entities, each company will have an opportunity to benefit from strategic focus and enhanced operating flexibility to drive long-term growth and value. The Separation will establish two separate public companies, comprised of:

• Lithium Argentina, an Argentina focused lithium company to be named “Lithium Americas (Argentina) Corp.” owning Lithium Americas’ current interests in its Argentinian lithium assets, including the Caucharí-Olaroz Project, which has recently achieved first production; and
• Lithium Americas (NewCo), a North America focused lithium company to be named “Lithium Americas Corp.” owning the Thacker Pass Project and Lithium Americas’ North American investments.

We expect the Separation to unlock value by benefiting from, amongst other things:

• Creating a pure-play North American company with top-tier assets critical to supporting a North American lithium supply chain,
• Creating a pure-play Argentina company with a top-tier lithium brine asset nearing commercial production with significant regional growth opportunities,
• Enhanced business and strategic focus,
• Flexibility to pursue its independent and unique growth opportunities,
• Experienced and focused leadership, and
• Tailored capital allocation practices.

Further, as both companies commence trading in the market, we expect the Separation will improve the market’s ability to evaluate each business and value it against comparable businesses and other performance benchmarks. We believe that each separate company has its own unique set of compelling valuation drivers and attributes. We believe that over time the separate companies could, in the aggregate, realize a higher long-term valuation compared to the valuation that would be achieved if all of Lithium Americas’ assets continued to be held within the same company.

Immediately following the Separation, each current Lithium Americas shareholder will have interest in both companies in the same proportion to their then-current ownership in Lithium Americas.

Lithium Americas shareholders will also have the additional flexibility to increase or decrease investment exposure in either company as the two companies will be trading separately with independent tickers. Applications have been made to list the common shares of Lithium Americas (NewCo) on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”). Listing will be subject to fulfilling all the requirements and receiving the approvals of the NYSE and the TSX. For more details, please refer to the “Reasons for the Arrangement” section of the Circular.

The Separation is to be implemented by way of a plan of arrangement under the laws of British Columbia (the “Arrangement”). Under the Arrangement, each shareholder of Lithium Americas will receive one Lithium Argentina common share and one Lithium Americas (NewCo) common share for each Lithium Americas common share held by such shareholder before the Arrangement. As a result, immediately after the Arrangement, each shareholder will have interest in Lithium Argentina and Lithium Americas (NewCo) in the same proportion to their then-current interest in Lithium Americas.

As an illustrative example, if a shareholder owns 1% of Lithium Americas prior to the Separation, such shareholder will own 1% of both Lithium Argentina and Lithium Americas (NewCo), which will collectively hold all of Lithium Americas’ assets and liabilities prior to the Separation. The figure below is intended to illustrate this example in a simplified manner.

A shareholder does not have the option to convert their Lithium Americas shares to only Lithium Argentina shares, only Lithium Americas (NewCo) shares, or any proportion that is different from the mechanics of the Arrangement. Under the Arrangement, each shareholder of Lithium Americas will receive one Lithium Argentina common share and one Lithium Americas (NewCo) common share for each Lithium Americas common share held before the Arrangement.

However, following the Arrangement (completion of the Separation) and the commencement of trading of both stocks on the NYSE and TSX, if such listings are approved, each shareholder will have the flexibility to sell shares in either company and / or acquire more shares in either company in the market.

It is a condition for completion of the Arrangement that both entities be listed on the NYSE and the TSX with independent tickers.

Company Name
TSX & NYSE Tickers	LAC	LAAC

* The LAAC ticker and new LAC ticker will be available for trading once the Separation has been completed. Applications have been made to the NYSE and the TSX to list Lithium Americas (NewCo) common shares. Listing will be subject to fulfilling all the requirements and receiving the approvals of the NYSE and the TSX.

While General Motors Holdings LLC (“General Motors” or “GM”) and with GFL International Co., Limited (“Ganfeng”) are both shareholders in Lithium Americas today, their shares at the time of the Separation will be treated like all other shares.

Further, pursuant to the GM agreement announced on January 31, 2023, following the satisfaction of certain conditions, which are expected to be met after the Separation, GM has agreed to invest an additional US$330 million in Lithium Americas (NewCo), which is expected to significantly increase its ownership in Lithium Americas (NewCo).

Both Lithium Argentina and Lithium Americas (NewCo) will be listed on the New York Stock Exchange (NYSE) and Toronto Stock Exchange (TSX) and following completion of the Separation shares of each company can be purchased accordingly.

Company Name
TSX & NYSE Tickers	LAC	LAAC

* The LAAC ticker and new LAC ticker will be available for trading once the separation has been completed.

Market prices of Lithium Argentina shares and Lithium Americas (NewCo) shares will be determined by market participants as the two stocks commence trading on public markets.

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.

On July 31, 2023, shareholders voted overwhelmingly in favour of the Separation at the Company’s annual general and special meeting of shareholders.

On August 4, 2023, the Company obtained a final order from the Supreme Court of British Columbia approving the plan of arrangement to effect the Separation.

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 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.

Lithium Americas targets completion of the Separation by 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 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.

Two separate boards of directors have been nominated for Lithium Argentina and Lithium Americas (NewCo).

Upon completion of the Separation, Lithium Argentina’s board will include:

Additional independent directors may be recruited for appointment to Lithium Argentina’s Board following the completion of the Arrangement to complement the initial team of directors and enhance Lithium Argentina’s corporate governance structure and practices.

Lithium Americas (NewCo)’s board will include:

We pride ourselves on building each board to consist of individuals with varied and relevant career experience, knowledge of the mining industry and financial or other specialized expertise to support and oversee each company’s operations and development.

Refer to the Circular for more information on the directors at each company.

Upon completion of the Separation, Lithium Argentina’s management team will include:

Lithium Americas (NewCo)’s management team will include:

We believe that these individuals make up strong management teams, with specific skill sets to lead the specific assets and projects in each business. Lithium Americas recognizes the benefits of diversity and believes that considering the broadest group of individuals who have the skills, knowledge and experience required to provide the leadership needed to achieve the business objectives of each business is in its best interest and in the interests of stakeholders.

Refer to the Circular for more information on the management team members at each company.

Following the Separation, Lithium Argentina will continue to hold the Argentinian assets of Lithium Americas, including the Caucharí-Olaroz Project (44.8% interest), the Pastos Grandes Project (100% interest), and the recently acquired the Sal de la Puna Project (65% interest).

Following the Separation, Lithium Americas (NewCo) will own Lithium Americas’ existing assets in North America, including its Thacker Pass Project in which it holds a 100% interest, and investments in Green Technology Metals Limited (GT1) and Ascend Elements, Inc.

Pursuant to the amended and restated arrangement agreement dated June 14, 2023, upon the Separation, Lithium Americas (NewCo) will, subject to adjustments, receive US$75 million of cash along with the remainder of the unspent net proceeds of the GM Tranche 1 investment, and the remaining cash amount will stay with Lithium Argentina.

The allocation was determined after careful consideration of several factors, including costs Lithium Americas expects to incur until the completion of the Separation, each separated company’s short-term and long-term cash needs and amount subject to predetermined use of proceeds.

In the event the Separation takes effect later than September 1, 2023, the cash allocation may be subject to adjustments at the Board’s discussion.

As of March 31, 2023, Lithium Americas had US$258.75 million of convertible senior notes principal outstanding. Following the Separation, the balance outstanding which are not converted into Lithium Americas common shares during the approximate 30-trading day period prior to the Separation, will remain obligations of Lithium Argentina.

Pursuant to the convertible notes indenture, we expect that the Separation will result in a number of adjustments to the terms of the convertible notes. For more details, please refer to the “Treatment of Convertible Notes” section of the Circular  or the Notice to Convert Holders (available on SEDAR, filed May 30, 2023).