Lithium Americas Corp 6-K, filed Sep 3, 2024
Lithium Americas Corp. (LAC)
About this 6-K
Lithium Americas Corp filed this 6-K on September 3, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: September 2024
Commission file number: 001-41788
Lithium Americas Corp.
(Translation of Registrant’s name into English)
3260 – 666 Burrard Street,
Vancouver, British Columbia,
Canada V6C 2X8
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1# | Letter dated August 29, 2024 | |
| 99.2 | News Release dated August 30, 2024 | |
| # | Portions of this exhibit have been redacted in compliance with Items 601(a)(6) or 601(b) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Lithium Americas Corp. | ||
| (Registrant) | ||
| By: | /s/ Jonathan Evans | |
| Name: | Jonathan Evans | |
| Title: | Chief Executive Officer | |
Dated: September 3, 2024
Exhibit 99.1
Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted.
August 29, 2024
VIA EMAIL
Jonathan Evans, President & Chief Executive Officer
Lithium Americas Corp.
3260 – 666 Burrard Street
Vancouver, British Columbia
Canada V6C 2X8
RE: Tranche 2 Transaction
Mr. Evans:
This letter is being delivered further to the recent discussions between Lithium Americas Corp. (“LAC”) and General Motors Holdings LLC (“GM”) regarding the timing of, and obligations of, LAC and GM with respect to, the Tranche 2 Investment contemplated by that certain Subscription Agreement, dated as of October 3, 2023, by and between LAC and GM (the “Tranche 2 Subscription Agreement”), and is intended to reflect the determination of LAC and GM to, among other things, extend certain aspects of the Tranche 2 Subscription Agreement through to December 31, 2024 (the “Extension Period”). All capitalized terms used but not defined herein shall have the meaning ascribed to them as set forth in the Tranche 2 Subscription Agreement.
[Redacted]
In consideration of the mutual covenants and agreements contained herein, LAC and GM agree to the following terms and conditions.
| 1. | [Redacted]. |
| 2. | Additional Agreements Regarding Tranche 2 Subscription. Notwithstanding anything to the contrary contained in the Tranche 2 Subscription Agreement or any Ancillary Agreement: |
| a. | during the Extension Period: |
| i. | each of LAC and GM agree that such party shall not deliver a written notice to the other party terminating the Tranche 2 Subscription Agreement pursuant to the terms and conditions set forth in the Tranche 2 Subscription Agreement; provided that the foregoing shall not preclude a party from sending a termination notice during the Extension Period that takes effect immediately after the expiration of the Extension Period (a “Post-Extension Termination Notice”); and |
| ii. | except as otherwise permitted under paragraph 2b, 2c or 2d of this Side Letter, LAC agrees that it shall not deliver to GM a TP Available Capital Notice and each of LAC and GM agree that such party shall not waive the conditions precedent set forth in Article 4 of the Subscription Agreement, shall not set a Tranche 2 Closing Date and that the Tranche 2 Closing shall not occur; |
| b. | At any time during the Extension Period, as contemplated by Section 1 in relation to a Change of Control of LAC, GM may, in its sole discretion, deliver written notice to LAC (a “Tranche 2 COC Closing Notice”) that GM desires to consummate the transactions contemplated to take place at the Tranche 2 Closing, including the Tranche 2 Investment, and LAC agrees that upon receipt of a Tranche 2 COC Closing Notice it shall be obligated to consummate the transactions contemplated to take place at the Tranche 2 Closing, including the Tranche 2 Investment, subject to the satisfaction or waiver each of the conditions precedent set forth in Sections 4.2(a), 4.2(b), 4.2(c) and 4.2(d) of the Tranche 2 Subscription Agreement, and upon either of such occurrence, LAC and GM agree that (x) a Tranche 2 COC Closing Notice shall be deemed to be delivered prior to the Outside Date and any Post-Extension Termination Notice will be deemed to be revoked, (y) the Tranche 2 Closing shall take place on the fifteenth (15th) Business Day following delivery of the Tranche 2 Closing COC Notice and (z) the “Outside Date” under the Tranche 2 Subscription Agreement shall be amended to mean the tenth (15th) Business Day following delivery of the Tranche 2 COC Closing Notice; |
| c. | From and after December 10, 2024 through to the end of the Extension Period, provided that (i) (A) a Loan Arrangement and Reimbursement Agreement by and between Lithium Nevada Corp. and the DOE (the “LARA”) to effect the DOE Loan has been executed and delivered by each of those parties and remains in full effect and in good standing, and (B) all ancillary agreements relating to the DOE Loan have either been executed and delivered simultaneously with the LARA or are in final agreed form with the DOE; and [Redacted], then: |
| i. | each of LAC and GM may waive all respective conditions to the Tranche 2 Investment and proceed to complete the Tranche 2 Investment upon each party delivering to the other party written confirmation that it consents to proceeding with the Tranche 2 Investment, such consent to be provided in the sole discretion of each respective Party; or |
| ii. | GM may, in its sole discretion, deliver written notice to LAC (a “Tranche 2 Closing Notice”) that GM desires to consummate the transactions contemplated to take place at the Tranche 2 Closing, including the Tranche 2 Investment, and LAC agrees that upon receipt of a Tranche 2 Closing Notice it shall be obligated to consummate the transactions contemplated to take place at the Tranche 2 Closing, including the Tranche 2 Investment, subject to the satisfaction or waiver each of the conditions precedent set forth in Sections 4.2(a), 4.2(b), 4.2(c) and 4.2(d) of the Tranche 2 Subscription Agreement, and upon either of such occurrence, LAC and GM agree that (x) a Tranche 2 Closing Notice shall be deemed to be delivered prior to the Outside Date and any Post-Extension Termination Notice will be deemed to be revoked, (y) the Tranche 2 Closing shall take place on the fifteenth (15th) Business Day following delivery of the Tranche 2 Closing Notice and (z) the “Outside Date” under the Tranche 2 Subscription Agreement shall be amended to mean the tenth (15th) Business Day following delivery of the Tranche 2 Closing Notice; |
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| d. | From and after December 20, 2024 through to the end of the Extension Period, provided that (i) (A) a Loan Arrangement and Reimbursement Agreement by and between Lithium Nevada Corp. and the DOE (the “LARA”) to effect the DOE Loan has been executed and delivered by each of those parties and remains in full effect and in good standing, and (B) all ancillary agreements relating to the DOE Loan have either been executed and delivered simultaneously with the LARA or are in final agreed form with the DOE; (ii) [Redacted] and (iii) all other conditions precedent set forth in Section 4.1 of the Subscription Agreement have been satisfied or waived by GM (excluding the conditions that by their nature can only be satisfied at the Tranche 2 Closing), LAC may deliver to GM an Available Capital Notice and, subject to the satisfaction or waiver by LAC of all conditions precedent set forth in Sections 4.2(a), 4.2(b), 4.2(c) and 4.2(d) of the Subscription Agreement, the parties will complete the Tranche 2 Closing, in accordance with and subject to completion of, the following: |
| i. | GM will be entitled to the following, to be set forth in an amended and restated offtake agreement (an “Amended Offtake Agreement”) for the purchase by GM or its affiliates of offtake from the Thacker Pass Project, which Amended Offtake Agreement will incorporate the terms set forth in the Lithium Offtake Agreement between Lithium Americas (Argentina) Corp. and GM dated February 16, 2023, as assigned to LAC on October 3, 2023 and as it may be further assigned and amended after the date hereof (the “Current Offtake Agreement”), with modifications and amendments to incorporate the matters set forth below: |
| 1. | GM shall have an exclusive right to purchase up to 100% of offtake from a Phase 2 expansion of production on the Thacker Pass Project (a “Phase 2 Expansion”), on substantially the same terms and conditions as that set forth in the Current Offtake Agreement, modified to provide for [Redacted] on the sale price for volumes produced from the Phase 2 Expansion; |
| 2. | the aggregate purchase commitment of GM for offtake from both Phase 1 and from the Phase 2 Expansion under the Amended Offtake Agreement will be equal to the lesser of (i) the lithium carbonate equivalent of 20% of GM’s requirements for lithium that is necessary for use in the production of battery cells manufactured by GM or its affiliates, subsidiaries or joint venture partners in North America, with offtake from Phase 1 credited first until exhausted and offtake from Phase 2 credited thereafter; and (ii) 100% of production from Phase 1 and the Phase 2 expansion; |
| 3. | if LAC’s board of directors does not make a final investment decision by which it directs LAC to undertake development of the Phase 2 Expansion (a “Phase 2 FID”) on or prior to December 31, 2030, then from January 1, 2031 LAC will pay to GM an aggregate $50 million, payable through quarterly payments amounting to 100% of the cash flow from the sale of offtake from the Thacker Pass Project that is not otherwise restricted from payment pursuant to the terms of the DOE Loan; and |
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| ii. | upon delivery of such Available Capital Notice, LAC and GM agree that (x) the parties will execute and deliver the Amended Offtake Agreement at the Tranche 2 Closing; (y) the parties will be deemed to have set the Tranche 2 Closing Date as the fifteenth (15th) Business Day following the delivery of the Available Capital Notice and any Post-Extension Termination Notice will be deemed to be revoked; and (z) the “Outside Date” under the Tranche 2 Subscription Agreement shall be amended to mean the fifteenth (15th) Business Day following delivery of the Available Capital Notice. |
| 3. | Confidentiality. The existence of, and contents of, this letter constitute “Confidential Information” of both GM and LAC pursuant to that certain Non-Disclosure Agreement, effective as of July 22, 2024, by and between General Motors LLC and LAC. |
| 4. | Termination. All other obligations of the parties set forth in this letter agreement shall survive until the earlier of (a) the mutual written agreement of the parties to terminate this letter agreement, (b) the valid termination of the Tranche 2 Subscription Agreement in accordance with the terms and conditions set forth therein as modified herein; (c) the consummation of the Tranche 2 Closing in compliance with the terms and conditions of this letter agreement and, to the extent not modified by this Letter Agreement, the terms and conditions set forth in the Tranche 2 Subscription Agreement, and (d) [Redacted]. |
| 5. | [Redacted] |
| 6. | Amendment to Tranche 2 Subscription Agreement. Except as specifically amended by this letter agreement, the Tranche 2 Subscription Agreement remains in full force and effect. If there is any conflict between any term or condition of this letter agreement and any term or condition of the Tranche 2 Subscription Agreement, the provisions of this letter agreement shall govern. |
| 7. | Equitable Relief. Each of LAC and GM acknowledges that money damages may be both incalculable and an insufficient remedy for any breach of this letter agreement by the other party and that any such breach is likely to cause the non-breaching party irreparable harm. Accordingly, each of LAC and GM agrees that in the event of any breach or threatened breach of this letter agreement, the non-breaching party, in addition to any other remedies at law or in equity it may have, shall be entitled to equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond or other security. |
| 8. | Additional General Provisions. All of the terms and conditions set forth in Article 9 (General Provisions) of the Tranche 2 Subscription Agreement (other than Section 9.8 (Entire Agreement), the first sentence of Section 9.13 (Public Notices/Press Releases), and Section 9.14 (Public Disclosure) thereof) are incorporated by reference as if fully set forth herein mutatis mutandis. |
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| Sincerely, | ||
| GENERAL MOTORS HOLDINGS LLC | ||
| By: | /s/ Paul Jacobson | |
| Name: | Paul Jacobson | |
| Title: | Executive Vice President & Chief Financial Officer | |
Acknowledged and agreed to this 29th day of August, 2024
| LITHIUM AMERICAS CORP. | ||
| By: | /s/ Jonathan Evans | |
| Name: | Jonathan Evans | |
| Title: | President & Chief Executive Officer | |
Exhibit 99.2
|
NEWS RELEASE | |
| TSX: LAC • NYSE: LAC | ||
| www.lithiumamericas.com |
Lithium Americas Provides an Update on GM Investment
(All amounts in US$ unless otherwise indicated)
August 30, 2024—Vancouver, Canada: Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas” or the “Company”) announces the Company and General Motors Holdings LLC (“GM”) have agreed to extend the outside date for the second tranche subscription agreement until the end of the year. Along with the extension, GM has reaffirmed its intention to complete the additional $330 million investment to support development of Thacker Pass, which is the largest known Measured and Indicated lithium resource in North America.
“Our relationship with GM has been built on collaboration and a mutual goal to develop a robust domestic lithium supply chain,” said Jonathan Evans, President and CEO of Lithium Americas. “We are fortunate to have GM’s partnership as we finalize the DOE Loan and GM investment prior to making the final investment decision later this year.”
During this time, the parties will explore alternative structures for GM’s additional investment in a mutually beneficial manner. As such, the Company has agreed to forbear making a unilateral election to close the second tranche investment until December 20, 2024, to provide time for such discussions to take place. GM’s investment is subject to the conditions precedent set forth in the second tranche subscription agreement, including the execution of the loan agreement for the $2.26 billion loan from the U.S. Department of Energy (“DOE”) under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program for which the DOE provided a conditional commitment (the “DOE Loan”). The unilateral election of the Company to close the second tranche investment after December 20, 2024, must be accompanied by the grant to GM of additional rights related to Phase 21 of Thacker Pass. The Company continues to work closely with the DOE and expects to close the DOE Loan and additional GM investment by the end of the year.
BACKGROUND
On January 30, 2023, Old LAC2 entered into a purchase agreement with GM, pursuant to which GM agreed to make a $650 million equity investment (the “Transaction”), the proceeds of which are to be used for the construction and development of Thacker Pass. The Transaction is comprised of two tranches, a first tranche investment of $320 million (the “Tranche 1 Investment”) and a second tranche investment of up to $330 million (the “Tranche 2 Investment”). The Tranche 1 Investment closed on February 16, 2023. On October 3, 2023, pursuant to the Separation, the full amount of the remaining unspent proceeds of the Tranche 1 Investment were included in the net assets distributed by Old LAC to the Company.
As the Separation was completed before the closing of the Tranche 2 Investment, on October 3, 2023, the agreement for the Tranche 2 Investment in Old LAC was terminated and replaced by a corresponding subscription agreement between GM and the Company whereby the proceeds of the Tranche 2 Investment will be received by the Company.
| 1 | Phase 2 is the second phase of production at Thacker Pass, targeting an additional 40,000 tonnes per annum (“tpa”) of battery-grade lithium carbonate, for total production capacity of 80,000 tpa. |
| 2 | Old LAC is now named Lithium Americas (Argentina) Corp., pursuant to a separation transaction that was undertaken on October 3, 2023 (the “Separation”), when the Company acquired ownership of Old LAC’s North American business assets and investments. |
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ABOUT LITHIUM AMERICAS
Lithium Americas is committed to responsibly developing the 100%-owned Thacker Pass project located in Humboldt County in northern Nevada, which hosts the largest known Measured and Indicated lithium resource in North America. The Company is focused on advancing Thacker Pass Phase 1 toward production; targeting nameplate capacity of 40,000 tpa of battery-quality lithium carbonate. The Company and its engineering, procurement and construction management contractor, Bechtel, entered into a National Construction Agreement (Project Labor Agreement) with North America’s Building Trades Unions for construction of Thacker Pass. The three-year construction build is expected to create approximately 1,800 direct jobs. Lithium Americas’ shares are listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol LAC. To learn more, visit www.lithiumamericas.com or follow @LithiumAmericas on social media.
INVESTOR CONTACT
Virginia Morgan, VP, IR and ESG
+1-778-726-4070
ir@lithiumamericas.com
FORWARD-LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking information” (“FLI”)). All statements, other than statements of historical fact, are FLI and can be identified by the use of statements that include, but are not limited to, words, such as “anticipate,” “plan,” “continues,” “estimate,” “expect,” “may,” “will,” “projects,” “predict,” “proposes,” “potential,” “target,” “implement,” “scheduled,” “forecast,” “intend,” “would,” “could,” “might,” “should,” “believe” and similar terminology, or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. FLI in this news release includes, but is not limited to, expectations regarding completion of the Tranche 2 Investment and the DOE Loan; expectations regarding any alternative structures of the Tranche 2 Investment; the expected timetable for completing the Tranche 2 Investment; expectations related to the construction build, job creation and nameplate capacity as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.
FLI involves known and unknown risks, assumptions and other factors that may cause actual results or performance to differ materially. FLI reflects the Company’s current views about future events, and while considered reasonable by the Company as of the date of this news release, are inherently subject to significant uncertainties and contingencies. Accordingly, there can be no certainty that they will accurately reflect actual results. Assumptions upon which such FLI is based include, without limitation, the completion of the DOE Loan prior to the end of 2024 and the absence of material adverse events affecting the Company during this time; the ability of the Company to satisfy all closing conditions for the Tranche 2 Investment and complete the Tranche 2 Investment in a timely manner; as well as assumptions concerning general economic and industry growth rates, commodity prices, resource estimates, currency exchange and interest rates and competitive conditions. Although the Company believes that the assumptions and expectations reflected in such FLI are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct.
Readers are cautioned that the foregoing lists of factors are not exhaustive. There can be no assurance that FLI will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, readers are cautioned not to place undue reliance on this information, and that this information may not be appropriate for any other purpose, including investment purposes. The Company’s actual results could differ materially from those anticipated in any FLI as a result of the risk factors set out herein and in the Company’s filings with securities regulators.
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The FLI contained in this news release is expressly qualified by these cautionary statements. All FLI in this news release speaks as of the date of this news release. The Company does not undertake any obligation to update or revise any FLI, whether as a result of new information, future events or otherwise, except as required by law. Additional information about these assumptions and risks and uncertainties is contained in the Company’s filings with securities regulators, including the Company’s most recent Annual Report on Form 20-F and most recent management’s discussion and analysis for our most recently completed financial year and, if applicable, interim financial period, which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. All FLI contained in this news release is expressly qualified by the risk factors set out in the aforementioned documents.
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