Lithium Argentina AG 6-K, filed Mar 7, 2022
Lithium Argentina AG (LAR)
About this 6-K
Lithium Argentina AG filed this 6-K on March 7, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 MARCH 2022
Commission File Number: 001-38350
LITHIUM AMERICAS CORP.
(Translation of Registrant’s name into English)
900 West Hastings Street, Suite 300,
Vancouver, British Columbia,
Canada V6C 1E5
(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 [ X ]
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark whether the registrant is "submitting" the Form 6-K in paper as permitted by Regulation S-T "Rule" 101(b)(7) [ ]
On February 4, 2022, Lithium Americas Corp. issued the Material Change Report attached hereto as Exhibit 99.1 and on February 25, 2022, Lithium Americas Corp. issued the News Release attached hereto as Exhibit 99.2, which is hereby incorporated by reference into this report furnished on Form 6-K.
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
| 99.1 | Material Change Report dated February 4, 2022 |
| 99.2 | News Release dated February 25, 2022 |
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.
Date: March 7, 2022
| LITHIUM AMERICAS CORP. | ||
| By: | /s/ Jonathan Evans |
|
| Name: | Jonathan Evans |
|
| Title: | Chief Executive Officer |
|
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
Lithium Americas Corp. (“Lithium Americas” or the “Company”)
300 – 900 West Hastings Street
Vancouver, BC, V6C 1E5
| Item 2 | Date of Material Change |
January 25 and 26, 2022
| Item 3 | News Release |
A news release with respect to the contents of this report was issued on January 25, 2022 and was disseminated through the facilities of recognized newswire services. A copy of the news release was filed on SEDAR.
| Item 4 | Summary of Material Change |
On January 25, 2022, the Company completed its previously announced acquisition of 100% of the issued and outstanding securities of Millennial Lithium Corp. (“Millennial”) for aggregate consideration of approximately US$390 million (CDN$491 million, approximately).
| Item 5 | Full Description of Material Change |
The Company completed its previously announced acquisition of 100% of the issued and outstanding common shares of Millennial for aggregate consideration of approximately $491 million. The acquisition was completed under a court-approved plan of arrangement among the Company, Millennial and a wholly owned subsidiary of the Company, 1335615 B.C. Ltd. (“LAC Subco”) pursuant to section 288 of the Business Corporations Act (British Columbia) (the “Arrangement”). Terms of the Arrangement were agreed by the Company and Millennial by way of an arrangement agreement dated November 17, 2021.
Pursuant to the Arrangement, as of the effective date for the Arrangement of January 25, 2022 (the “Effective Date”), all outstanding convertible securities of Millennial were exchanged for common shares in the capital of Millennial (“ML Common Shares”) and all equity incentive plans of Millennial were terminated. Following this, the Company acquired all of the issued and outstanding ML Common Shares and Millennial became a wholly owned subsidiary of the Company. Each Millennial shareholder of record as of the Effective Date received per share consideration of 0.1261 of a common share in the capital of the Company and $0.001 in cash in exchange for each ML Common Share held as of the Effective Date.
- 2 -
As a final step under the Arrangement, on January 26, 2022 Millennial and LAC Subco amalgamated under the name “Millennial Lithium Corp.” As of the close of market on January 26, 2022, the ML Common Shares and the warrants of Millennial were delisted from trading on the TSX Venture Exchange.
| Item 6 | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
This report is not being filed on a confidential basis.
| Item 7 | Omitted Information |
There are no significant facts required to be disclosed herein that have been omitted.
| Item 8 | Executive Officer |
The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:
Jenna Virk, Corporate Secretary
Lithium Americas Corp.
300 – 900 West Hastings Street
Vancouver, BC V6C 1E5
1 (778) 656-5820
legal@lithiumamericas.com
| Item 9 | Date of Report |
February 4, 2022
Lithium Americas Receives Final Key State Permits for Thacker Pass; Provides Update on Federal Permitting Timeline
VANCOUVER, British Columbia, Feb. 25, 2022 -- Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) ("Lithium Americas" or the "Company") is pleased to announce the Nevada Division of Environmental Protection (“NDEP”) has issued the final key state-level permits for the Thacker Pass lithium project in Humboldt County, Nevada (“Thacker Pass” or the “Project”). The three approved permits include the Water Pollution Control Permit, Mine Reclamation Permit and Class II Air Quality Operating Permit.
“With the final key state environmental permits in hand, Lithium Americas can begin to advance Thacker Pass towards construction,” said Jonathan Evans, President and CEO. “Thacker Pass provides an opportunity to enable a US-based battery supply chain for the growing electric vehicle market. Our commitment to developing Thacker Pass in the most environmentally responsible way is demonstrated from over a decade of conducting the necessary planning, design and engagement.”
Following a 30-day public comment period and NDEP’s review of extensive input from the public, the permits for Thacker Pass were approved on February 25, 2022. NDEP conducted extensive reviews of the mine site plan, verified the air models and calculations for the Class II Air Quality Operating Permit, assessed required bonding for land disturbance and reclamation as part of the Mining Reclamation Permit, and authorized mine operations and ore processing for the Water Pollution Control Permit, including setting monitoring and reporting requirements. More information can be found on NDEP’s Thacker Pass webpage at https://ndep.nv.gov/land/thacker-pass-project.
Federal Permitting Timeline
The Record of Decision (“ROD”) for Thacker Pass was received in January 2021 from the Bureau of Land Management (“BLM”), and in February 2021, claims were filed against the BLM to appeal the issuance of the ROD. In Q3 2021, injunction requests over the Company’s plan to begin cultural assessment and pre-construction work were denied, and subsequently, a motion to reconsider was also denied in late 2021. Recently, the Federal court partially approved a request for the inclusion of additional documents from the BLM. As a result of the additional documentation requests, the ROD appeal process is expected to be complete in Q3 2022.
ABOUT LITHIUM AMERICAS
Lithium Americas is focused on advancing lithium projects in Argentina and the United States to production. In Argentina, Caucharí-Olaroz is advancing towards first production and Pastos Grandes represents regional growth. In the United States, Thacker Pass has received its Record of Decision and is advancing towards construction. The Company trades on both the Toronto Stock Exchange and on the New York Stock Exchange, under the ticker symbol “LAC”.
For further information contact:
Investor Relations
Telephone: 778-656-5820
Email: ir@lithiumamericas.com
Website: www.lithiumamericas.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain statements in this release constitute “forward-looking statements” within the meaning of applicable United States securities legislation and “forward-looking information” under applicable Canadian securities legislation (collectively, “forward-looking statements”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect the Company’s current expectations regarding future events, financial or operating performance and results, and speak only as of the date of this release. Such statements include without limitation, expectations regarding the status of development of the Company’s projects, the expected potential benefits of the Thacker Pass project for creation of a battery supply chain in the United States, and the expected timing for a decision by the court concerning the appeal of the ROD.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to, risks associated with mining project development, achieving anticipated milestones and budgets as planned, and meeting expected timelines; risks inherent in litigation that could result in additional unanticipated delays or rulings that are adverse for the Company or its projects; maintaining local community support in the regions where the Company’s projects are located; changing social perceptions and their impact on project development and litigation; ongoing global supply chain disruptions and their impact on developing the Company’s projects; availability of personnel, supplies and equipment; the impact of inflation on the Company, its projects and their economic feasibility; any impacts of COVID-19 on the
business of the consolidated entity; unanticipated changes in market price for the Company’s shares; changes to Lithium Americas’ current and future business plans and the strategic alternatives available to Lithium Americas; stock market conditions generally; demand, supply and pricing for lithium; and general economic and political conditions in Canada, the United States, Argentina and other jurisdictions where Lithium Americas conducts business. 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 information form and most recent management’s discussion and analysis for the Company’s most recently completed financial year and interim financial period, which are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Although the forward-looking statements contained in this release are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this release.