Lithium Argentina AG 6-K, filed May 6, 2022

Lithium Argentina AG (LAR)

6-K 2022-05-06 For: 2022-05-05

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Added on April 11, 2026

About this 6-K

Lithium Argentina AG filed this 6-K on May 6, 2022.

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Lithium Americas Corp.
(Registrant)

By:	“Jonathan Evans”
Name:	Jonathan Evans
Title:	Chief Executive Officer

Exhibit	Description

99.1	Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2022

99.2	Management’s Discussion and Analysis for the three months ended March 31, 2022

99.3	CEO Certification

99.4	CFO Certification

99.5	News Release dated May 5, 2022

		March 31,			December 31,
	Note	2022			2021
		$			$
CURRENT ASSETS
Cash and cash equivalents	4		492,347			510,607
Receivables, prepaids and deposits			6,068			1,968
Restricted cash	7		-			20,000
			498,415			532,575

NON-CURRENT ASSETS
Investment in Arena Minerals	5		12,864			13,033
Warrants to purchase shares in Arena Minerals	5		8,575			7,558
Loans to Exar Capital	6		136,513			70,856
Investment in Cauchari-Olaroz Project	6		120,841			156,281
Long-term receivable from JEMSE			6,375			6,231
Deferred transaction costs		-				20,800
Property, plant and equipment	8		8,695			4,368
Exploration and evaluation assets	9		343,937			5,640
			637,800			284,767
TOTAL ASSETS			1,136,215			817,342

CURRENT LIABILITIES
Accounts payable and accrued liabilities			7,616			7,347
Current portion of long-term liabilities	11		2,121			909
			9,737			8,256
NON-CURRENT LIABILITIES
Convertible senior notes	10		290,220			236,156
Credit and loan facilities	11		-			27,915
Decommissioning provision			330			326
Other liabilities	12		8,169			8,374
			298,719			272,771
TOTAL LIABILITIES			308,456			281,027

SHAREHOLDERS’ EQUITY
Share capital			1,026,188			689,993
Contributed surplus			29,843			28,463
Accumulated other comprehensive loss			(3,487	)		(3,487	)
Deficit			(224,785	)		(178,654	)
TOTAL SHAREHOLDERS’ EQUITY			827,759			536,315
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			1,136,215			817,342

		Three Months Ended March 31,
	Note	2022			2021
		$			$
EXPENSES
Exploration and evaluation expenditures	16		(10,209	)		(4,682	)
General and administrative	15		(3,529	)		(2,293	)
Equity compensation	13		(943	)		(1,284	)
Share of loss of Cauchari-Olaroz Project	6		(1,149	)		(500	)
Share of loss of Arena Minerals			(169	)		-
			(15,999	)		(8,759	)
OTHER ITEMS
Loss on change in fair value of convertible notes derivative	10		(50,331	)		-
Gain on change in fair value of Arena Minerals warrants	5		1,017			-
Gain on modification of the loans to Exar Capital	6		20,354			-
Finance costs			(5,312	)		(2,496	)
Foreign exchange gain			350			114
Finance and other income			3,790			1,104
			(30,132	)		(1,278	)
NET LOSS BEFORE DISCONTINUED OPERATIONS			(46,131	)		(10,037	)

INCOME FROM DISCONTINUED OPERATIONS			-			108

NET LOSS			(46,131	)		(9,929	)

TOTAL COMPREHENSIVE LOSS			(46,131	)		(9,929	)
BASIC AND DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS			(0.35	)		(0.09	)
BASIC AND DILUTED LOSS PER SHARE			(0.35	)		(0.09	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- BASIC AND DILUTED			130,545			115,109

	Share capital
	Number		Amount			Contributed surplus			Accumulated other comprehensive income/(loss)			Deficit			Shareholders’ equity
	of shares		$			$			$			$			$
Authorized share capital: Unlimited common shares without par value
Balance, December 31, 2020		101,103		307,152			27,204			(3,487	)		(140,166	)		190,703
Shares issued on conversion of RSUs, DSUs and exercise of stock options		579		1,790			(1,084	)		-			-			706
Shares issued pursuant to the underwritten public offering (Note 13)		18,182		400,000			-			-			-			400,000
Shares issuance costs		-		(22,609	)		-			-			-			(22,609	)
Equity compensation (Note 13)		-		-			2,903			-			-			2,903
DSUs issued in lieu of directors' fees		-		-			81			-			-			81
Net loss		-		-			-			-			(9,929	)		(9,929	)
Balance, March 31, 2021		119,864		686,333			29,104			(3,487	)		(150,095	)		561,855

Balance, December 31, 2021		120,831		689,993			28,463			(3,487	)		(178,654	)		536,315
Shares issued on conversion of RSUs, DSUs and exercise of stock options		362		2,383			(1,061	)		-			-			1,322
Shares issued pursuant to the acquisition of Millennial (Note 7)		13,199		333,812			-			-			-			333,812
Equity compensation (Note 13)		-		-			943			-			-			943
RSUs issued in lieu of accrued bonuses		-		-			1,374			-			-			1,374
DSUs issued in lieu of directors' fees		-		-			124			-			-			124
Net loss		-		-			-			-			(46,131	)		(46,131	)
Balance, March 31, 2022		134,392		1,026,188			29,843			(3,487	)		(224,785	)		827,759

	March 31, 2022		December 31, 2021
	$		$
Cash		119,240		137,714
Short-term bank deposits		373,107		372,893
		492,347		510,607

	$
Loans to Exar Capital, as at December 31, 2020		34,562
Loans to Exar Capital		60,270
Initial difference between the face value and the fair value of loans to Exar Capital		(29,677	)
Accrued interest		5,701
Loans to Exar Capital, as at December 31, 2021		70,856
Loans to Exar Capital		7,350
Remeasurement due to modification of the loans to Exar Capital		54,991
Loans interest accrual		3,316
Loans to Exar Capital, as at March 31, 2022		136,513

	$
Investment in Cauchari-Olaroz Project, as at December 31, 2020		131,394
Contribution to Investment in Cauchari-Olaroz Project		31,772
Share of income of Cauchari-Olaroz Project		25,731
Elimination of intercompany transactions		(22,104	)
Share of decrease in Minera Exar net assets as a result of the JEMSE Transaction		(10,512	)
Investment in Cauchari-Olaroz Project, as at December 31, 2021		156,281
Remeasurement due to modification of the loans to Exar Capital		(34,637	)
Contribution to Investment in Cauchari-Olaroz Project		346
Share of income of Cauchari-Olaroz Project		4,385
Elimination of intercompany transactions		(5,534	)
Investment in Cauchari-Olaroz Project, as at March 31, 2022		120,841

	$
Cash		105
Lithium Americas common shares		333,812
Transaction costs		25,812
Consideration given		359,729

	$
Cash and cash equivalents		33,636
Receivables, prepaids and deposits		999
Property, plant and equipment		4,211
Exploration and evaluation assets		338,050
Accounts payable and accrued liabilities		(17,167)
Net assets acquired		359,729

	Buildings		Equipment and machinery		Other¹			Total
	$		$		$			$
Cost
As at December 31, 2020		-		1,198		2,108			3,306
Additions		-		118		3,360			3,478
Disposals		-		-		(452	)		(452	)
As at December 31, 2021		-		1,316		5,016			6,332
Acquisition		1,571		2,640		-			4,211
Additions		-		447		116			563
As at March 31, 2022		1,571		4,403		5,132			11,106

	Thacker Pass		Millennial Projects		Total
	$		$		$
Total exploration and evaluation assets
As at December 31, 2021		5,640		-		5,640
Additions		247		338,050		338,297
As at March 31, 2022		5,887		338,050		343,937

	Debt host			Convertible note derivative			Total
	$			$			$
Convertible notes
As at January 1, 2021		-			-			-
Convertible notes principal		157,331			101,419			258,750
Transaction costs		(5,170	)		(3,329	)		(8,499	)
Gain on change in fair value of convertible notes derivative		-			(15,090	)		(15,090	)
Accrued Interest		1,300			-			1,300
Reclassification of short-term accrued interest to short-term liability		(305	)		-			(305	)
As at December 31, 2021		153,156			83,000			236,156
Loss on change in fair value of convertible notes derivative		-			50,331			50,331
Accrued Interest		4,850			-			4,850
Reclassification of short-term accrued interest to short-term liability		(1,117	)		-			(1,117	)
As at March 31, 2022		156,889			133,331			290,220

	March 31, 2022		December 31 2021
	$		$
Current portion of long-term liabilities
Accrued interest		1,422		305
Other liabilities		699		604
		2,121		909
Long-term liabilities
Limited Recourse Loan Facility		-		27,915
		-		27,915
		2,121		28,824

	Number of RSUs (in 000's)
Balance, RSUs outstanding as at December 31, 2020		2,290
Converted into shares		(191	)
Granted		256
Balance, RSUs outstanding as at December 31, 2021		2,355
Converted into shares		(15	)
Granted		135
Forfeited		(13	)
Balance, RSUs outstanding as at March 31, 2022		2,462

	Number of DSUs (in 000's)
Balance, DSUs outstanding as at December 31, 2020		218
Granted		24
Balance, DSUs outstanding as at December 31,2021		242
Granted		4
Converted into common shares		(12	)
Balance, DSUs outstanding as at March 31, 2022		234

Range of Exercise Prices CDN$	Number outstanding and exercisable as at March 31, 2022 (in 000's)		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price (CDN$)

$4.90 - $5.00		334		0.1		4.93
$8.05 - $11.07		1,003		0.5		8.20
		1,337		0.4		7.38

	Number of Options (in 000's)			Weighted Average Exercise Price, (CDN$)
Balance, stock options outstanding as at December 31, 2020		2,303			6.05
Exercised		(612	)		(3.05	)
Expired		(9	)		(6.30	)
Balance, stock options outstanding as at December 31, 2021		1,682			7.06
Exercised		(345	)		(5.14	)
Balance, stock options outstanding as at March 31, 2022		1,337			7.38

	January 28,		January 4,
	2022		2021
Number of PSUs granted	73			162
Risk-free interest rate	1.39	%		0.17	%
Dividend rate	0	%		0	%
Annualized volatility	82.8	%		76.0	%
Peer Group average volatility	55.73	%		72.2	%
Estimated forfeiture rate	10.0	%		10.0	%
Fair value per PSU granted	41.99			19.72

	Number of PSUs (in 000's)
Balance, PSUs outstanding as at December 31, 2020	999
Granted	162
Converted into common shares	(417	)
Balance, PSUs outstanding as at December 31, 2021	744
Granted	73
Forfeited	(51	)
Balance, PSUs outstanding as at March 31, 2022	766

	Three months ended March 31
		2022		2021
	$		$
Equity compensation		435		780
Salaries, bonuses, benefits and directors' fees included in general and administrative expenses		710		444
Salaries, bonuses and benefits included in exploration expenditures		90		88
Salaries and benefits capitalized to Investment in Cauchari-Olaroz project		141		421
		1,376		1,733

	March 31, 2022		December 31, 2021
	$		$
Total due to directors and executive team		328		671

	Thacker Pass $			Cauchari- Olaroz $		Millennial Projects $			Corporate $			Total $
As at March 31, 2022
Property, plant and equipment		3,505			-		4,171			1,019			8,695
Exploration and evaluation assets		5,887		-			338,050		-				343,937
Total assets		13,448			257,355		354,952			510,460			1,136,215
Total liabilities		(12,081	)		-		(529	)		(295,846	)		(308,456	)
For the three months ended March 31, 2022
Property, plant and equipment additions		529			-		-			34			563
Net income/(loss)		(9,946	)		22,665		(58,036	)		(814	)		(46,131	)
Exploration expenditures		(9,539	)		-		-			(670	)		(10,209	)
Depreciation		(317	)		-		(45	)		(85	)		(447	)

	Organoclay $		Thacker Pass $			Cauchari- Olaroz $			Corporate $			Total $
As at December 31, 2021
Property, plant and equipment		-		3,294			-			1,074			4,368
Exploration and evaluation assets	-			5,640		-			-				5,640
Total assets		-		10,744			274,760			531,838			817,342
Total liabilities		-		(10,632	)		-			(270,395	)		(281,027	)
For the three months March 31, 2021
Property, plant and equipment additions		-		62			-			2			64
Income from discontinued operations		108	-				-			-			108
Net loss		108		(5,457	)		(500	)		(4,080	)		(9,929	)
Exploration expenditures	-			(4,682	)		-			-			(4,682	)
Depreciation		-		(150	)		-			(44	)		(194	)

	Canada $		United States $		Argentina $		Total $
Non-current assets ⁽¹⁾
As at March 31, 2022		1,023		9,379		475,935		486,337
As at December 31, 2021		1,074		8,934		190,114		200,122

			Years ending December 31,
	2022		2023		2024		2025 and later		Total
	$		$		$		$		$
Convertible senior notes		2,737		4,528		4,541		270,089		281,895
Accounts payable and accrued liabilities		7,616	-		-		-			7,616
Obligations under office leases¹		531		992		932		693		3,148
Other obligations¹		23		8		6,144	-			6,175
Total		10,907		5,528		11,617		270,782		298,834

(in US$ millions, except per share amounts)	2022			2021												2020
	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
	$			$			$			$			$			$			$			$
Total assets		1,136.2			817.3			716.2			708.6			707.9			326.7			232.6			319.6
Property, plant and equipment		8.7			4.4			3.5			1.6			1.8			1.9			1.8			214.5
Working capital		488.7			524.3			476.1			499.4			512.8			141.7			69.4			39.8
Total liabilities		308.5			281.0			188.7			165.0			146.0			136.0			131.3			175.6
Expenses		(16.0	)		(7.7	)		(16.6	)		(13.0	)		(8.8	)		(8.1	)		(5.7	)		(6.5	)
Net income/(loss) for the period		(46.1	)		8.0			(17.2	)		(19.3	)		(9.9	)		(9.7	)		(6.5	)		(6.0	)
Basic income/(loss) per common share		(0.35	)		0.07			(0.14	)		(0.16	)		(0.09	)		(0.10	)		(0.07	)		(0.07	)

Financial results	Three Months Ended March 31,						Change
(in US$ million)	2022			2021
	$			$			$
Exploration and evaluation expenditures		(10.2	)		(4.7	)		(5.5	)
General and administrative		(3.5	)		(2.3	)		(1.2	)
Equity compensation		(0.9	)		(1.3	)		0.4
Share of loss of Cauchari-Olaroz project		(1.1	)		(0.5	)		(0.6	)
Share of loss of Arena Minerals		(0.2	)		-			(0.2	)
Foreign exchange gain		0.3			0.1			0.2
Finance costs		(5.3	)		(2.5	)		(2.8	)
Loss on change in fair value of convertible notes derivative		(50.3	)		-			(50.3	)
Gain on change in fair value of Arena Minerals warrants		1.0			-			1.0
Gain on modification of the loans to Exar Capital		20.3			-			20.3
Finance and other income		3.8			1.1			2.7
Income from discontinued operations		-			0.1			(0.1	)
Net Loss		(46.1	)		(10.0	)		(36.1	)

Cash Flow Highlights	Three Months Ended March 31,
(in US$ million)	2022			2021
	$			$
Cash used in operating activities		(17.9	)		(11.4	)
Cash provided by/ (used in) investing activities		22.8			(13.5	)
Cash (used in)/provided by financing activities		(23.5	)		390.9
Effect of foreign exchange on cash		0.3			0.1
Change in cash and cash equivalents		(18.3	)		366.1
Cash and cash equivalents - beginning of the period		510.6			148.1
Cash and cash equivalents - end of the period		492.3			514.2


Common Shares issued and outstanding	134.5 million
Restricted Share Units (RSUs)	2.4 million
Deferred Share Units (DSUs)	0.2 million
Stock Options	1.3 million
Performance Share Units (PSUs)	0.8 million
Fully diluted number of common shares	140.0 million

(in US$ million except per share information)	Quarter ended March 31,
	2022		2021
	$		$
Expenses		(16.0)		(8.8)
Net loss		(46.1)		(10.0)
Loss per share – basic		(0.35)		(0.09)