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: November 2023

Commission file number: 001-38350

Lithium Americas (Argentina) 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:

Form 20-F [ ] Form 40-F [X]


 

 


INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, 99.6 and 99.7 to this Form 6-K of Lithium Americas Corp. (the "Company") are hereby incorporated by reference as exhibits to the Registration Statement on Form F-10 (File No. 333- 269649) of the Company, as amended or supplemented.


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 (Argentina) Corp.

(Registrant)

 

By:

John Kanellitsas

Name:

John Kanellitsas

Title:

Chief Executive Officer

 

Dated: November 8, 2023

 


EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Condensed Consolidated Interim Financial Statements for the nine months ended September 30, 2023

 

 

 

99.2

 

Management’s Discussion and Analysis for the nine months ended September 30, 2023

 

 

 

99.3

 

CEO Certification

 

 

 

99.4

 

CFO Certification

 

 

 

99.5

 

News Release dated November 7, 2023

 

 

 

99.6

 

Consent of Ernest Burga

 

 

 

99.7

 

Consent of Frederik Reidel

 

 

 

 


Exhibit 99.1

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Expressed in thousands of US dollars)

 

September 30,

December 31,

Note

2023

2022

$

$

CURRENT ASSETS

Cash and cash equivalents

5

147,412

194,471

Short-term bank deposits

-

157,631

Prepayments to Minera Exar for lithium carbonate purchases

8

19,306

-

Receivables, prepaids and deposits

4,429

3,990

Deferred transaction costs

4

2,383

-

Assets held for distribution

4

436,500

-

610,030

356,092

NON-CURRENT ASSETS

Associates and other investments

6

-

31,343

Investment in Sal de la Puna Project

7

181,762

-

Loans to Exar Capital

8

311,613

223,122

Investment in Cauchari-Olaroz Project

8

38,014

41,507

Long-term receivable from JEMSE

7,247

6,813

Property, plant and equipment

9

8,027

9,026

Exploration and evaluation assets

10

343,229

348,645

889,892

660,456

TOTAL ASSETS

1,499,922

1,016,548

CURRENT LIABILITIES

Accounts payable and accrued liabilities

8,474

16,540

Customer advances

8

15,445

-

Current portion of long-term liabilities

1,623

3,105

Liabilities held for distribution

4

23,553

-

49,095

19,645

NON-CURRENT LIABILITIES

Convertible notes

12

195,389

204,472

Decommissioning provision

-

478

Other liabilities

656

7,951

196,045

212,901

TOTAL LIABILITIES

245,140

232,546

SHAREHOLDERS’ EQUITY

Share capital

1,472,461

1,029,485

Contributed surplus

31,998

30,226

Accumulated other comprehensive loss

(3,487

)

(3,487

)

Deficit

(246,190

)

(272,222

)

TOTAL SHAREHOLDERS’ EQUITY

1,254,782

784,002

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

1,499,922

1,016,548

 

Subsequent event (Note 21)

 

Approved for issuance on November 6, 2023

On behalf of the Board of Directors:

“Robert Doyle”

 

“George Ireland”

Director

 

Director

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

 

Three Months Ended September 30,

Nine Months Ended September 30,

Note

2023

2022

2023

2022

$

$

$

$

EXPENSES

Exploration and evaluation expenditures

16

(1,838

)

(1,120

)

(9,998

)

(2,838

)

General and administrative

15

(4,514

)

(3,147

)

(11,956

)

(7,974

)

Equity compensation

13

(831

)

(605

)

(2,704

)

(1,101

)

Share of loss of Cauchari-Olaroz Project

8

(1,652

)

(8,340

)

(5,034

)

(80,999

)

Share of loss of Arena Minerals

-

(264

)

(677

)

(701

)

Share of loss of Sal de la Puna Project

7

(187

)

-

(374

)

-

(9,022

)

(13,476

)

(30,743

)

(93,613

)

OTHER ITEMS

Transaction costs

(1,241

)

-

(4,880

)

-

Gain/(loss) on financial instruments measured at fair value

6, 12

6,595

(19,820

)

22,551

8,673

Gain on modification of the loans to Exar Capital

-

-

-

20,354

Finance costs

17

(5,761

)

(5,219

)

(16,748

)

(15,499

)

Foreign exchange gain

1,329

877

6,944

1,767

Finance and other income

18

14,921

7,815

41,500

16,420

15,843

(16,347

)

49,367

31,715

INCOME/(LOSS) FROM CONTINUING OPERATIONS

6,821

(29,823

)

18,624

(61,898

)

(LOSS)/INCOME FROM DISCONTINUED OPERATIONS

 4

(200

)

(11,175

)

7,408

(41,788

)

NET INCOME/(LOSS)

6,621

(40,998

)

26,032

(103,686

)

TOTAL COMPREHENSIVE INCOME/(LOSS)

6,621

(40,998

)

26,032

(103,686

)

BASIC AND DILUTED INCOME/(LOSS) PER SHARE FROM CONTINUING OPERATIONS

Income/(loss) per share - basic

0.04

(0.22

)

0.12

(0.46

)

Income/(loss) per share - diluted

0.04

(0.22

)

0.12

(0.46

)

BASIC AND DILUTED (LOSS)/INCOME PER SHARE FROM DISCONTINUED OPERATIONS

(Loss)/income per share - basic

(0.00

)

(0.08

)

0.05

(0.31

)

(Loss)/income per share - diluted

(0.00

)

(0.08

)

0.05

(0.31

)

BASIC AND DILUTED INCOME/(LOSS) PER SHARE TOTAL

Income/(loss) per share - basic

0.04

(0.30

)

0.17

(0.78

)

Income/(loss) per share - diluted

0.04

(0.30

)

0.17

(0.78

)

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(Expressed in thousands of US dollars, shares in thousands)

 

Share capital

Number

Amount

Contributed

surplus

Accumulated

other

comprehensive

loss

Deficit

Shareholders’

equity

of shares

$

$

$

$

$

Authorized share capital:

  Unlimited common shares without par value

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

946

5,189

(3,269

)

-

-

1,920

Shares issued pursuant to the acquisition of Millennial

13,199

333,812

-

-

-

333,812

Equity compensation

-

-

2,476

-

-

2,476

RSUs issued in lieu of accrued bonuses

-

-

1,374

-

-

1,374

DSUs issued in lieu of directors' fees

-

-

454

-

-

454

Net loss

-

-

-

-

(103,686

)

(103,686

)

Balance September 30, 2022

134,976

1,028,994

29,498

(3,487

)

(282,340

)

772,665

Balance, December 31, 2022

135,035

1,029,485

30,226

(3,487

)

(272,222

)

784,002

Shares issued on conversion of RSUs, DSUs, PSUs, and exercise of stock options

1,425

8,036

(7,879

)

-

-

157

Shares issued pursuant to the GM investment (Note 11)

15,002

286,954

-

-

-

286,954

Shares issued pursuant to Arena Minerals acquisition (Note 7)

8,456

163,203

-

-

-

163,203

Share issuance costs (Note 11)

-

(15,217

)

-

-

-

(15,217

)

Equity compensation (Note 13)

-

-

5,914

-

-

5,914

DSUs issued in lieu of directors' fees

-

-

628

-

-

628

RSUs issued in lieu of accrued bonuses

-

-

3,109

-

-

3,109

Net income

-

-

-

-

26,032

26,032

Balance September 30, 2023

159,918

1,472,461

31,998

(3,487

)

(246,190

)

1,254,782

 

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in thousands of US dollars)

 

Nine Months Ended September 30,

Note

2023

2022

$

$

OPERATING ACTIVITIES

Consolidated net income/(loss)

26,032

(103,686

)

Items not affecting cash and other items:

Equity compensation

13

2,704

1,617

Depreciation

312

411

Foreign exchange gain

(6,944

)

(1,767

)

Share of loss of Cauchari-Olaroz Project

8

5,034

80,999

Share of loss of Arena Minerals

6

677

701

Share of loss of Sal de la Puna Project

7

374

-

Gain on modification of the loans to Exar Capital

-

(20,354

)

Gain on financial instruments measured at fair value

6,12

(22,551

)

(8,674

)

Other items

(4,924

)

1,337

Payment of interest on the convertible notes and debt facilities

(4,528

)

(6,297

)

Changes in non-cash working capital items:

Decrease/(increase) in receivables, prepaids and deposits

463

(738

)

(Decrease)/increase in accounts payable and accrued liabilities

(5,705

)

2,475

Increase in net prepayments made for lithium carbonate

(3,861

)

-

Cash used in operating activities by continuing operations

(20,325

)

(12,188

)

Cash used in operating activities by discontinued operations

4

(23,627

)

(38,742

)

Net cash used in operating activities

(43,952

)

(50,930

)

INVESTING ACTIVITIES

Loans to Exar Capital

8

(64,680

)

(56,154

)

Contribution to Investment in Cauchari-Olaroz project

8

(1,541

)

(1,570

)

Proceeds from withdrawal of/(Investments in) short-term bank deposits

155,000

(205,000

)

Net cash acquired as a result of Arena Minerals acquisition

7

4,510

-

Transaction costs related to Arena Minerals acquisition

7

(4,186

)

-

Payment of Arena Minerals' acquisition date payables

7

(3,211

)

-

Cash acquired as a result of Millennial acquisition

-

33,531

Transaction costs related to Millennial acquisition

-

(5,012

)

Payment of Millennial's acquisition date payables

-

(17,167

)

Release of escrow deposit for Millennial acquisition

-

20,000

Additions to exploration and evaluation assets

10

(2,713

)

(1,190

)

Additions to property, plant and equipment

(3,553

)

(113

)

Cash provided/(used) in investing activities by continuing operations

79,626

(232,675

)

Cash used in investing activities by discontinued operations

4

(116,804

)

(19,970

)

Net cash used in investing activities

(37,178

)

(252,645

)

FINANCING ACTIVITIES

Proceeds from stock option exercises

 

157

1,920

Deferred transaction costs

4

(934

)

-

Repayment of the subordinate loan facility

-

(24,708

)

Other

646

(230

)

Cash used in financing activities by continuing operations

(129

)

(23,018

)

Cash provided/(used) in financing activities by discontinued operations

 4

302,755

(223

)

Net cash provided/(used) in financing activities

302,626

(23,241

)

Effect of foreign exchange on cash

6,944

1,767

Cash held for distribution

 

4

 

 

(275,499

)

 

 

-

 

CHANGE IN CASH AND CASH EQUIVALENTS

(47,059

)

(325,049

)

CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD

194,471

510,607

CASH AND CASH EQUIVALENTS - END OF THE PERIOD

147,412

185,558

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

1. NATURE OF OPERATIONS

Lithium Americas (Argentina) Corp. (“Lithium Argentina”, the “Company” or “LAAC”), formerly Lithium Americas Corp. (“Lithium Americas” or “LAC”), is a Canadian-based resource company focused on advancing the Cauchari-Olaroz project (“Cauchari-Olaroz”) to full production, a lithium brine project located in the Salar de Olaroz and Salar de Cauchari in Jujuy province, in north-western Argentina. The Company also owns the Pastos Grandes lithium project (“Pastos Grandes”) through the acquisition of Millennial Lithium Corp. (“Millennial”) on January 25, 2022, and a 65% ownership interest in the Sal de la Puna project (“Sal de la Puna”), owned by the Company’s wholly-owned subsidiary Arena Minerals Inc. (“Arena Minerals”) acquired on April 20, 2023 (Note 7). Pastos Grandes and Sal de la Puna are lithium brine projects located in Salta province, in north-western Argentina.

The Company’s interest in Cauchari-Olaroz is held through a 44.8% ownership interest in Minera Exar S.A. (“Minera Exar”), a company incorporated under the laws of Argentina. Ganfeng Lithium Co. Ltd. (“Ganfeng”) owns 46.7% of Minera Exar with the remaining 8.5% interest held by Jujuy Energia y Mineria Sociedad del Estado (“JEMSE”), a mining investment company owned by the provincial government of Jujuy. Cauchari-Olaroz is in the commissioning stage and achieved first lithium production as part of commissioning in June 2023.

On July 31, 2023, at the annual, general and special meeting of the Company, the Company’s shareholders approved the separation of the Company into Lithium Americas (Argentina) Corp. and a new Lithium Americas Corp. (“Lithium Americas (NewCo)”), pursuant to a statutory plan of arrangement (the “Separation”). The Separation was completed on October 3, 2023, pursuant to a final order dated August 4, 2023, from the Supreme Court of British Columbia approving the plan of arrangement. As a result of the transaction, on October 3, 2023 the Company transferred its North American business, including, among other assets, its Thacker Pass Project (“Thacker Pass”) and $275,499 of cash to Lithium Americas (NewCo), and the Company changed its name to Lithium Americas (Argentina) Corp. (Note 4).

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) under the symbol “LAAC”. The Company’s head office and principal address is Suite 300, 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5.

To date, the Company has not generated significant revenues from operations and has relied on equity and other financings to fund operations. The underlying values of exploration and evaluation assets, property, plant and equipment and the investment in Cauchari-Olaroz project are dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, and the ability of the Company to obtain the necessary financing to complete permitting and development, and to attain future profitable operations.

 

2. BASIS OF PREPARATION AND PRESENTATION

 

These condensed consolidated interim financial statements of the Company (“Interim Financials”) have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting.

 

The Interim Financials should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2022 (the “2022 Annual Financials”), which have been prepared in accordance with IFRS.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

2. BASIS OF PREPARATION AND PRESENTATION (continued)

 

The Interim Financials are expressed in US dollars, the Company’s presentation currency. The same accounting policies and methods of computation have been used in the Interim Financials and 2022 Annual Financials.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimation Uncertainty and Accounting policy judgments

The preparation of these Interim Financials in conformity with IFRS applicable to the preparation of interim financial statements requires judgments, estimates, and assumptions that affect the amounts reported. Those estimates and assumptions concerning the future may differ from actual results. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The nature and number of significant estimates and judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty are substantially the same as those that management applied to the 2022 Annual Financials, except as described below.

Accounting for Joint Arrangements

A joint arrangement is defined as one over which two or more parties have joint control, which is the contractually agreed sharing of control over an arrangement. This exists only when the decisions about the relevant activities (being those that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control. There are two types of joint arrangements: joint operations and joint ventures.

A joint operation is a joint arrangement whereby the parties having joint control of the arrangement have rights to the assets and are the only source of funding for the liabilities relating to the arrangement. The Company recognizes its share of any assets, liabilities, revenues and expenses of a joint operation. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Investments in joint ventures are accounted for using the equity method.

The Company’s 65% ownership interest in the Sal de la Puna project is considered to be a joint venture and accounted for using the equity method of accounting (Note 7).

Accounting for the Agreements with General Motors

The Company’s accounting for the agreements with General Motors Holdings LLC (“General Motors” or “GM”), which is a part of the assets and liabilities held for distribution (Note 4), involved judgment, specifically in the Company’s assumption at the inception that shareholders would approve an increase to GM’s shareholdings in excess of 20% and the price at which common shares will be issued pursuant to the subscription agreement for the second tranche of GM’s agreement; that in the Company’s determination the Offtake Agreement represents an agreement with market selling prices; and that the Offtake is separate from the equity financing provided by GM.

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The fair value of the warrant and subscription agreements with GM involved estimation, which was determined using Monte Carlo simulation that required significant assumptions, including expected volatility of the Company’s share price.

Commencement of Development of Thacker Pass

The assets and liabilities related to the Thacker Pass Project are a part of the assets and liabilities held for distribution (Note 4). The Company determined that the technical feasibility and commercial viability of Thacker Pass had been demonstrated following the release of an independent National Instrument 43-101 feasibility study (the “Thacker Pass Feasibility Study”) on January 31, 2023, along with the receipt of the favorable ruling from the US District Court, District of Nevada (“Federal Court”) for the issuance of the Record of Decision (“ROD”), and the receipt of notice to proceed from the Bureau of Land Management (“BLM”) on February 7, 2023. The Company entered into the engineering, procurement and construction management (“EPCM”) agreement and other construction-related contracts. Construction of Thacker Pass, including site preparation, geotechnical drilling, water pipeline development and associated infrastructure commenced. Accordingly, the Company transferred the capitalized costs of Thacker Pass from exploration and evaluation assets to property, plant and equipment and began to capitalize development costs starting February 1, 2023.

Concurrent with the transfer of the Thacker Pass assets from exploration and evaluation to property, plant and equipment, management completed an impairment test of Thacker Pass which compared the carrying value to the recoverable amount. The recoverable amount is the greater of the value in use and the fair value less disposal costs. The fair value less disposal costs was calculated using a discounted cash flow model with feasibility study economics. The significant assumptions that impacted the fair value included future lithium prices, capital cost estimates, operating cost estimates, estimated mineral reserves and resources, and the discount rate. Based on the result of the impairment test, management concluded that there was no impairment.

New IFRS Pronouncements

Amendments to IAS 1 – Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. These amendments are not expected to have a material effect on the financial statements of the Company.

Amendment to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies

In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose significant accounting policies with a requirement to disclose material accounting policies.

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgments about accounting policy disclosures. The amendments were effective January 1, 2023. Prospective application is required on adoption. These amendments did not impact the Interim Financials.

Amendments to IAS 12 - International Tax Reform Pillar Two Model Rules

In May 2023, the IASB issued amendments to IAS 12, International Tax Reform - Pillar Two Model Rules to clarify the application of IAS 12 Income Taxes to income taxes arising from tax law enacted or substantively enacted to implement the Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) Pillar Two model rules (Pillar Two income taxes).

The amendments introduce a mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules and disclosure requirements for the entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.

The mandatory temporary exception, the use of which is required to be disclosed, applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023, but not for any interim periods ending on or before 31 December 2023. These amendments did not impact the Interim Financials.

4. REORGANIZATION

On July 31, 2023, at the annual, general and special meeting of the Company, the Company’s shareholders approved a separation into Lithium Americas (Argentina) Corp. and Lithium Americas (NewCo), pursuant to a statutory plan of arrangement. On August 4, 2023, the Company obtained a final order from the Supreme Court of British Columbia approving the plan of arrangement and the Separation became effective on October 3, 2023. Upon completion of the Separation on October 3, 2023, the Company transferred its North American business, including, among other assets, its Thacker Pass Project and $275,499 of cash to Lithium Americas (NewCo), and the Company changed its name to Lithium Americas (Argentina) Corp. Pursuant to the plan of arrangement, each shareholder received one common share of Lithium Argentina and one common share of Lithium Americas (NewCo) in exchange for each common share of the Company previously held. The Company has no further interest in Lithium Americas (NewCo) subsequent to the Separation. As part of the approval of the Separation, the Company’s shareholders also approved amendments to the equity incentive plan to allow holders of restricted share units, performance share units and deferred share units to receive on Separation one similar instrument in each of Lithium Argentina (subject to adjustment) and Lithium Americas (NewCo).

Upon approval of the Separation by the Company’s shareholders in July 2023, the Company applied IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations. In accordance with IFRS 5, the assets and liabilities of Lithium Americas (NewCo) have been reclassified as a disposal group and presented as assets and liabilities held for distribution in the consolidated statement of financial position and the operations have been classified as discontinued operations for the three and nine months ended September 30, 2023, and the associated comparative prior periods in the consolidated statement of comprehensive income.

 

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8

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

4. REORGANIZATION (continued)

 

As the fair value less cost to sell exceeded the carrying value of the disposal group, the assets and liabilities were reclassified at their carrying value. As at September 30, 2023, the Company has deferred $2,383 in transaction costs in connection with the equity transactions associated with the Separation. Deferred transaction costs will be included in equity as a cost of the asset distribution upon separation. Additional financial advisory fees of $13,205 became payable upon completion of the Separation.

 

As at September 30, 2023, the carrying value of Lithium Americas (NewCo) comprised the following assets and liabilities:

 

$

Assets

Cash and cash equivalents

275,499

Receivables, prepaids and deposits

16,877

Property, plant and equipment

131,182

Exploration and evaluation assets

770

Investment in Green Technology Metals

3,590

Investment in Ascend Elements

8,582

Assets held for distribution

436,500

Liabilities

Accounts payable and accrued liabilities

(17,157

)

Current portion of long-term liabilities

(808

)

GM transaction derivative liability

(370

)

Decommissioning provision

(601

)

Other liabilities

(4,617

)

Liabilities held for distribution

(23,553

)

Net assets held for distribution

412,947

 

The results and cash flows for the three and nine month periods ended September 30, 2023 of discontinued operations are as follows:

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

2023

2022

2023

2022

$

$

$

$

EXPENSES

Exploration and evaluation expenditures

(115

)

(9,285

)

(5,779

)

(30,566

)

General and administrative

(2,551

)

(2,187

)

(7,869

)

(6,040

)

Equity compensation

(522

)

(314

)

(2,078

)

(1,374

)

(3,188

)

(11,786

)

(15,726

)

(37,980

)

OTHER ITEMS

Transaction costs

(2,529

)

-

(9,359

)

-

Gain/(loss) on financial instruments measured at fair value

5,587

730

32,545

(3,507

)

Finance costs

(9

)

(115

)

(43

)

(335

)

Other costs/(income)

(61

)

(4

)

(9

)

34

2,988

611

23,134

(3,808

)

(LOSS)/ INCOME FROM DISCONTINUED OPERATIONS

(200

)

(11,175

)

7,408

(41,788

)

 

 

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9

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

4. REORGANIZATION (continued)

 

Nine Months Ended September 30,

2023

2022

$

$

Cash used in operating activities by discontinued operations

(23,627

)

(38,742

)

Cash used in investing activities by discontinued operations

(116,804

)

(19,970

)

Cash provided/(used) in financing activities by discontinued operations

302,755

(223

)

 

In connection with the second tranche of the $650,000 investment by GM (Note 11), the Company’s shareholders passed two resolutions at the July 31, 2023 annual general and special meeting 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) $27.74 per share (as adjusted for the Separation) as the maximum subscription price at which the second tranche of GM’s investment would be made. GM’s offtake agreement with the Company was assigned to Lithium Americas (NewCo). The second tranche alternative exercise warrants previously issued to GM by the Company and the second tranche subscription agreement between GM and the Company ceased to be effective in accordance with the terms of those agreements.

Pursuant to the indenture governing the terms of the Convertible Notes (the “Indenture”) (Note 12), the holders of Convertible Notes, at their election, were permitted to surrender Convertible Notes for conversion (i) into common shares of the Company during the approximate 30-trading day period prior to the closing of the Separation and (ii) into Lithium Argentina common shares during the period from and after the closing of the Separation until approximately the 35th trading day after the closing of the Separation. The Conversion Rate (as defined in the Indenture) for the Convertible Notes was initially 21.2307 common shares per $1,000 principal amount of Convertible Notes (approximately $47.10 per common share). Pursuant to the terms and conditions of the Indenture, the Conversion Rate for the Convertible Notes was adjusted on October 17, 2023 to 52.6019 common shares of the Company per $1,000 principal amount of the Convertible Notes based on the trading prices of Lithium Argentina common shares and Lithium Americas (NewCo) common shares over the preceding 10-trading day period.

5. CASH AND CASH EQUIVALENTS AND SHORT-TERM BANK DEPOSITS

Cash and cash equivalents

 

September 30, 2023

December 31, 2022

$

$

Cash

147,412

38,141

Cash equivalents

-

156,330

Cash and cash equivalents

147,412

194,471

 

 

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10

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

5. CASH AND CASH EQUIVALENTS AND SHORT-TERM BANK DEPOSITS (continued)

 

As at September 30, 2023, $2,700 of cash was held in Canadian dollars (December 31, 2022 – $2,010), $144,444 in US dollars (December 31, 2022 – $192,116) and $268 were held in Argentine Pesos (December 31, 2022 – $345).

 

As at September 30, 2023, $275,499 of cash balance was reclassified and presented as assets held for distribution (Note 4).

Short-term bank deposits

 

September 30, 2023

December 31, 2022

$

$

Short-term bank deposits

-

157,631

 

 

 

 

 

 

 

 

 

 

 

6. ASSOCIATES AND OTHER INVESTMENTS

The following table summarizes the Company’s associates and other investments:

 

September 30, 2023

December 31, 2022

$

$

Investment in Arena Minerals

-

17,276

Warrants to purchase shares in Arena Minerals

-

1,616

Investment in Green Technology Metals

3,590

7,451

Investment in Ascend Elements

8,582

5,000

12,172

31,343

Reclassification to assets held for distribution (Note 4)

(12,172

)

-

Associates and other investment

-

31,343

 

INVESTMENT IN ASSOCIATES

 

Investment in Arena Minerals

On April 20, 2023, the Company completed the acquisition of Arena Minerals through the purchase of all the issued and outstanding shares of Arena Minerals not already owned by the Company. As a result, the shares of Arena Minerals held by the Company at the time of the acquisition were no longer accounted for as an investment, but rather as part of the consideration paid and accounted for as an asset acquisition (Note 7).

 

OTHER INVESTMENTS

 

As at September 30, 2023, investments in Green Technology Metals Limited (“Green Technology Metals”) and Ascend Elements, Inc. (“Ascend Elements”) were reclassified and presented as assets held for distribution (Note 4).

 

7. ARENA MINERALS ACQUISITION

 

On April 20, 2023, the Company completed the acquisition of Arena Minerals through the purchase of all the issued and outstanding shares of Arena Minerals not already owned by the Company, payable in a combination of the Company’s common shares and cash of $0.0001 per Arena Mineral share, for a total consideration of $185,805.

 

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11

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

7. ARENA MINERALS ACQUISITION (continued)

 

The consideration included the carrying value of the investment in Arena Minerals that the Company held at the time of the acquisition and $4,186 in transaction costs that were incurred by the Company. The transaction was accounted for as an asset acquisition.

 

Arena Minerals owns 65% of Sal de la Puna through a joint venture interest in Sal de la Puna Holdings Ltd., the 100% owner of Argentine entity, Puna Argentina S.A.U. (“PASA”), the owner of the claims forming part of Sal del la Puna. The remaining 35% of PASA is owned by joint venture partner Ganfeng New Energy Technology Development (Suzhou) Co., Ltd. Therefore, after the acquisition of Arena Minerals, the Company holds a 65% ownership interest in Sal de la Puna covering approximately 13,200 hectares of the Pastos Grandes Basin. The Company and its joint venture partner are considering the development of Sal de la Puna in conjunction with Pastos Grandes in order to benefit from scale and cost synergies. Arena Minerals also owns 100% of the Salar de Antofalla Project (“Antofalla Project”) through its wholly owned subsidiary Antofalla Minerals S.A. (“AMSA”).

 

Consideration for the purchase is as follows:

 

$

Cash

28

Pre-existing investment in Arena Minerals shares and warrants

18,388

Lithium Americas common shares

163,203

Transaction costs

4,186

Consideration given

185,805

 

 

The allocation of the purchase price to the assets acquired and liabilities assumed is based upon estimated fair values at the date of acquisition as set out below:

 

 

$

Cash and cash equivalents

4,538

Receivables, prepaids and deposits

902

Property, plant and equipment

55

Exploration and evaluation assets

1,385

Investment in Sal de la Puna Project

182,136

Accounts payable and accrued liabilities

(3,211

)

Net assets acquired

185,805

 

Investment in Sal de la Puna Project

The Company’s 65% ownership interest in the Sal de la Puna project is considered to be a joint arrangement and accounted for using the equity method of accounting. Changes in the investment balance are summarized below:

 

 

$

Investment in Sal de la Puna Project, as at December 31, 2022

-

Acquisition of interest in Sal de la Puna Project

182,136

Share of loss of Sal de la Puna Project

(374

)

Investment in Sal de la Puna Project, as at September 30, 2023

181,762

 

 

 

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12

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

8. INVESTMENT IN CAUCHARI-OLAROZ PROJECT

As at September 30, 2023, the Company, Ganfeng and JEMSE are 44.8%, 46.7% and 8.5% shareholders, respectively, of Minera Exar, the company that holds all rights, title and interest in and to Cauchari-Olaroz, which is located in the Jujuy province of Argentina. The Company and Ganfeng are parties to a shareholders’ agreement concerning management of the project and are entitled to the project’s production offtake on a 49%/51% basis. Construction costs are also shared on the same 49%/51% pro rata basis between the Company and Ganfeng. The shareholders’ agreement regulates key aspects of governance of the project, which provides the Company with significant influence over Minera Exar and strong minority shareholder protective rights.

In addition, the Company and Ganfeng are 49% and 51% shareholders, respectively, in Exar Capital, a company that provides financing to Minera Exar for the purpose of advancing construction of Cauchari-Olaroz (the investment in Minera Exar and investment in Exar Capital together, the “Investment in Cauchari-Olaroz project”). Minera Exar and Exar Capital are accounted for using the equity method of accounting.

Loans to Minera Exar and Exar Capital

The Company has entered into loan agreements with Minera Exar and Exar Capital to fund the construction of Cauchari-Olaroz. Changes in the loans’ balances are summarized below.

 

$

Loans to Exar Capital, as at December 31, 2021

70,856

Remeasurement due to extinguishment of the loans to Exar Capital

54,991

Loans to Exar Capital

79,674

Accrued interest

17,601

Loans to Exar Capital, as at December 31, 2022

223,122

Loans to Exar Capital

64,680

Accrued interest

23,811

Loans to Exar Capital, as at September 30, 2023

311,613

 

 

Starting from January 1, 2022, as agreed between the Company and Ganfeng, all loans by both the Company and Ganfeng to Exar Capital were amended to introduce interest.

 

Loans advanced after January 1, 2022 carry an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 10.305%. SOFR is a benchmark interest rate for dollar-denominated loans and derivatives established as an alternative benchmark rate to the London Inter-Bank Offered Rate (“LIBOR”), which was phased out in June 2023.

 

In Q2 2022, certain of the loans provided by Exar Capital to Minera Exar were amended to introduce a revised repayment mechanism linked to the implied market foreign exchange rate in Argentina. This change in the loans’ terms resulted in an extinguishment of these loans and the recognition of a related loss. Subsequent to the amendment, the revised repayment feature gives rise to the existence of an embedded derivative in the loans payable by Minera Exar which is required to be measured at fair value at each reporting date.

 

During nine months ended September 30, 2023, loans were provided by the Company to Exar Capital in the amount of $64,680, and by Ganfeng in the amount of $67,320. Such loans funded the Company’s and Ganfeng’s respective 49% and 51% share of Cauchari-Olaroz construction costs. The maturity of the loans is 7 years from the date of drawdown.

 

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13

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

8. INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)

 

During the nine months ended September 30, 2023, Minera Exar obtained debt financing in the form of loans totaling $214,000 from third parties to fund construction. The accumulated amount of such loans obtained from third parties as of September 30, 2023, is $294,000 and they include loans totaling $50,000, $131,233, and $8,500 that are secured with a bank letter of credit arranged by Ganfeng, Exar Capital and Minera Exar respectively. The Company has in turn provided a guarantee to Ganfeng in the amount of $19,600 for the loans. The remaining third-party loans are unsecured.

Offtake Agreement with Ganfeng and Bangchak

The Company and Ganfeng are entitled to a share of offtake from production at Caucharí-Olaroz. The Company will be entitled to 49% of the offtake, which would amount to approximately 19,600 tonnes per annum (“tpa”) of lithium carbonate assuming full capacity is achieved. The Company has entered into an offtake agreement with each of Ganfeng and Bangchak to sell a fixed amount of offtake production at market-based prices, with Ganfeng entitled to 80% of the first 12,250 tpa of lithium carbonate (9,800 tpa assuming full production capacity) and Bangchak entitled to up to 6,000 tpa of lithium carbonate (assuming full production capacity). The balance of the Company’s offtake entitlement, amounting to up to approximately 3,800 tpa of lithium carbonate is uncommitted, but for limited residual rights available to Bangchak to the extent production does not meet full capacity.

Prepayment of purchases and sales of lithium carbonate

In Q2 2023, the Company entered into an agreement to receive prepayments from Ganfeng with respect to the Company’s future sale of 80% of its 49% share of the future lithium carbonate production from Minera Exar. The agreement provides the Company the right to settle its obligation to Ganfeng through assigning its rights to receive a corresponding value of lithium carbonate from Minera Exar. Concurrently, the Company entered into an agreement to make prepayments to Minera Exar with respect to the Company’s 49% share of the future lithium carbonate production from Minera Exar.

The prepayment is non-interest bearing (except in the case of default) and is to be settled as a credit against the purchase of lithium carbonate within 365 days of the prepayment invoice.

The Company received $15,445 prepayments from Ganfeng and made $19,306 prepayments to Minera Exar for the nine months ended September 30, 2023 which were recognized in the statement of financial position as customer advances and, prepayment to Minera Exar for lithium carbonate purchases respectively.

Investment in Cauchari-Olaroz Project

 

Changes in the Investment in Cauchari-Olaroz Project are summarized below:

 

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14

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

8. INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)

 

$

Investment in Cauchari-Olaroz Project, as at December 31, 2021

156,281

Remeasurement due to extinguishment of the loans to Exar Capital

(34,637

)

Contribution to Investment in Cauchari-Olaroz Project

3,138

Share of loss of Cauchari-Olaroz Project

(57,016

)

Elimination of unrealized gain on intercompany transactions

(26,259

)

Investment in Cauchari-Olaroz Project, as at December 31, 2022

41,507

Contribution to Investment in Cauchari-Olaroz Project

1,541

Share of loss of Cauchari-Olaroz Project

(5,034

)

Investment in Cauchari-Olaroz Project, as at September 30, 2023

38,014

 

 

As of January 1, 2023, the Company’s investment in Minera Exar was $902 and contributions to the investment in Minera Exar during the nine months ended September 30, 2023 were $1,541. Since the Company’s share of Minera Exar loss for the nine months ended September 30, 2023, exceeded the carrying value of the investment in Minera Exar, the Company recognized its share of loss equal to the carrying value of the investment in Minera Exar of $2,443. The recognized and unrecognized share of Minera Exar losses were $2,443 and $53,751 respectively for the nine months ended September 30, 2023. The Company’s share of Exar Capital loss was $2,591 for the nine months ended September 30, 2023.

 

Minera Exar’s Commitments and Contingencies

 

As at September 30, 2023, Minera Exar had the following commitments (on a 100% basis):

 

Annual royalty of $200 due in May of every year and expiring in 2041.

 

Aboriginal programs agreements with seven communities located in the Cauchari-Olaroz project area having terms ranging from five to thirty years. The annual fees due are $220 in 2023 and $503 between 2024 and 2061, assuming that such agreements are extended for the life of the project. The annual fees are subject to change. Minera Exar’s obligations to make the payments are subject to continued development of the project and commencement and continuation of production operations for the project.

 

Commitments related to construction contracts of $1,457.

 

 

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15

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

9. PROPERTY, PLANT AND EQUIPMENT

 

 

Thacker Pass Project

Buildings

Equipment

and machinery

Other1

Total

$

$

$

$

$

Cost

As at December 31, 2021

-

-

1,316

5,016

6,332

Additions

-

1,571

2,640

-

4,211

Disposals

-

103

1,035

1,051

2,189

As at December 31, 2022

-

1,674

4,991

6,067

12,732

Transfers from E&E (Note 10)

9,514

-

-

-

9,514

Acquisition of Arena Minerals (Note 7)

-

-

-

55

55

Additions

118,454

1,703

162

2,128

122,447

Disposals

-

-

-

(166

)

(166

)

Reclassification to assets held for distribution (Note 4)

(127,968

)

-

(2,416

)

(4,348

)

(134,732

)

As at September 30, 2023

-

 

3,377

2,737

3,736

9,850

 

 

Thacker Pass Project

Buildings

Equipment

and machinery

Other1

Total

$

$

$

$

$

Accumulated depreciation

As at December 31, 2021

-

-

814

1,150

1,964

Depreciation for the period

-

106

513

1,123

1,742

As at December 31, 2022

-

106

1,327

2,273

3,706

Depreciation for the period

-

70

452

1,224

1,746

Disposals

-

-

-

(79

)

(79

)

Reclassification to assets held for distribution (Note 4)

-

-

(1,653

)

(1,897

)

(3,550

)

As at September 30, 2023

-

176

126

1,521

1,823

 

 

Thacker Pass Project

Buildings

Equipment

and machinery

Other1

Total

$

$

$

$

$

Net book value

As at December 31, 2022

-

1,568

3,664

3,794

9,026

As at September 30, 2023

-

 

3,201

2,611

2,215

8,027

 

1 The “Other” category includes right of use assets with a cost of $2,161 and $1,141 of accumulated depreciation as at September 30, 2023.

 

 

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16

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

10. EXPLORATION AND EVALUATION ASSETS

 

Exploration and evaluation assets were as follows:

 

Thacker Pass

 

 

Millennial Projects

 

 

Antofalla Project

 

 

Other Claims

 

Total

$

$

$

$

$

Total exploration and evaluation assets

As at December 31, 2022

9,514

339,131

-

-

348,645

Transfers to PP&E (Note 9)

(9,514

)

-

-

-

(9,514

)

Acquisition of Arena Minerals (Note 7)

-

-

1,385

-

1,385

Additions

-

2,713

-

770

3,483

Reclassification to assets held for distribution (Note 4)

-

-

(770

)

(770

)

As at September 30, 2023

-

341,844

1,385

-

343,229

 

 

The Company has certain commitments for royalty and other payments to be made for Pastos Grandes as set out below. These amounts will only be payable if the Company continues to hold the subject claims in the future and the royalties will only be incurred if the Company starts production from the project.

 

Pastos Grandes:

 

1.5% royalty on the gross operating revenues from production from certain Pastos Grandes claims, payable to the original vendors of the project; and

 

royalties to a maximum of 3% over net-back income, payable to the Salta Province.

 

 

11. AGREEMENTS WITH GENERAL MOTORS

 

On January 30, 2023, the Company entered into an agreement with GM, pursuant to which GM has agreed to make a $650,000 equity investment in two tranches (the “Transaction”). The Company has agreed to use the proceeds from the Transaction for the development of Thacker Pass. On February 16, 2023, the first tranche of $320,148 closed, resulting in GM’s purchase of 15,002 common shares of Lithium Americas. In connection with the first tranche of GM’s investment, the Company and GM also entered into (a) a warrant agreement and a subscription agreement (“GM Tranche 2 Agreements”), each in relation to a second tranche investment of up to $330,000; (b) an offtake agreement to supply GM with lithium carbonate production from Thacker Pass (the “Offtake Agreement”); and (c) an investor rights agreement.

 

GM Tranche 2 Agreements

 

Pursuant to the GM Tranche 2 Agreements, immediately following the completion of the Separation, the GM Tranche 2 Agreements were terminated in accordance with their terms and replaced by a subscription agreement between Lithium Americas (NewCo) and GM whereby the second tranche placement will be completed with Lithium Americas (NewCo). In connection with the termination, GM subscribed for 0.002 common shares of the Company in accordance with the terms of the GM Tranche 2 Agreements.

 

Under the second tranche subscription agreement which would have expired in August 2024, GM would have been entitled to purchase common shares of the Company subject to the satisfaction of certain conditions precedent, including the condition that the Company secures sufficient funding to complete the development of Phase 1 for Thacker Pass (“the Funding Condition").

 

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17

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

11. AGREEMENTS WITH GENERAL MOTORS (continued)

 

The second tranche subscription agreement called for an aggregate purchase price up to $330,000, with the number of shares determined using a conversion price equal to the lower of (a) 5-day volume weighted average share price (which becomes fixed upon notice the Funding Condition has been met) and (b) $27.74 per share, that was subject to approval by the Company’s shareholders.

 

On July 31, 2023, at the Company’s annual, general and special meeting 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) $27.74 per share (as adjusted for the Separation) as the maximum subscription price at which the second tranche of GM’s investment would be made. In conjunction with the Separation, the second tranche alternative exercise warrants previously issued to GM by the Company and the second tranche subscription agreement between GM and the Company ceased to be effective in accordance with the terms of those agreements.

The GM Tranche 2 Agreements are treated as a single combined derivative since such agreements may result in the issuance of a variable number of shares for the fixed subscription price which was initially measured at fair value and subsequently carried at fair value through profit and loss. GM derivative liability was reclassified and presented as a liability held for distribution in the statement of financial position as of September 30, 2023.

Upon receipt of the first tranche investment, the Company recorded the GM Tranche 2 Agreements derivative at a fair value of $33,194, and the balance of the investment of $286,954 to common shares.

Financial advisory fees and other transaction costs of approximately $16,977 were paid in connection with the closing of the first tranche. The $1,760 portion of the transaction costs related to the GM Tranche 2 Agreements derivative were expensed. Transactions costs of $15,217 attributable to the common shares issued were recorded as a share issuance cost in equity. Additional financial advisory fees of $6,227 will become payable upon completion of the closing of the second tranche of GM’s investment.

Changes in the value of the GM Tranche 2 Agreements are summarized below:

 

$

GM derivative liability

On initial recognition as of January 30, 2023

(33,194

)

Gain on change in fair value from inception till September 30, 2023

32,824

 

(370

)

Reclassification to liabilities held for distribution (Note 4)

370

As of September 30, 2023

-

 

 

The fair value of the derivative as of January 30, 2023, was determined using Monte Carlo simulation, with the following inputs: volatility of 58.34%, share price of $21.99, a risk-free rate of 4.77%, and an expected dividend of 0%. The fair value of the derivative as of September 30, 2023, was estimated with the following inputs: volatility of 49.13%, share price of $17.01, a risk-free rate of 5.68%, and an expected dividend of 0%.

A gain on change in the fair value of the derivative for the period from issuance to September 30, 2023, of $32,824 was presented in discontinued operations in the statement of comprehensive income.

 

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18

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

11. AGREEMENTS WITH GENERAL MOTORS (continued)

Valuation of the derivative is sensitive to changes in LAC’s share price and the assumed volatility of LAC’s share price. The gain was driven by changes in the underlying valuation assumptions, including the decrease as at September 30, 2023 compared to January 30, 2023, of LAC’s market share price from $21.99 to $17.01, a decrease in volatility assumption from 58.34% to 49.13%, and an increase in risk-free rate from 4.77% to 5.68%. A reduction/increase of LAC’s share price by 10% would result in a corresponding reduction/increase of the derivative value by 88% and 129% respectively.

A reduction/increase of the volatility assumption by 10% would result in a corresponding reduction/increase of the derivative value by 91% and 104% respectively.

Offtake Agreement

Pursuant to the Offtake Agreement, GM may purchase up to 100% of Thacker Pass Phase 1 production at a price based on prevailing market rates. The term of the arrangement for Phase 1 production is ten years, subject to a five-year extension at GM’s option and other limited extensions. Lithium Americas has also granted GM a right of first refusal on Thacker Pass Phase 2 production. The volume available under the Offtake Agreement is subject to the receipt of the second tranche of GM’s investment and may be reduced proportionately in certain circumstances if GM’s remaining investment is less than $330,000. GM’s offtake agreement with the Company was assigned to Lithium Americas (NewCo) immediately following the completion of the Separation (Note 4).

 

12. CONVERTIBLE NOTES

On December 6, 2021, the Company closed an offering (the “Offering”) of $225,000 aggregate principal amount of 1.75% convertible senior notes due in 2027 (the “Convertible Notes” or “Notes”). The Company used a portion of the net proceeds from the Offering to repay in full its $205,000 senior secured credit facility. On December 9, 2021, the initial purchasers under the Offering exercised in full their option to purchase up to an additional $33,750 aggregate principal amount of the Convertible Notes, increasing the total Offering size to $258,750.

The Convertible Notes represent financial instruments that include a debt host accounted for at amortized cost and conversion option and redemption option derivatives, which are separated from the debt host and accounted for at fair value with changes in fair value recorded in the statement of comprehensive loss. These derivatives are accounted for together as a single derivative when separated from the debt host.

 

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19

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

12. CONVERTIBLE NOTES (continued)

 

Debt host

Convertible note derivative

Total

$

$

$

Convertible notes

As at December 31, 2021

153,156

83,000

236,156

Gain on change in fair value of convertible notes derivative

-

(47,655

)

(47,655

)

Accrued Interest

20,496

-

20,496

Interest payment

(2,755

)

-

(2,755

)

Reclassification of short-term accrued interest to short-term liability

(1,770

)

-

(1,770

)

As at December 31, 2022

169,127

35,345

204,472

Gain on change in fair value of convertible notes derivative

-

(22,379

)

(22,379

)

Accrued Interest

16,691

-

16,691

Interest payment

(2,452

)

-

(2,452

)

Reclassification of short-term accrued interest to short-term liability

(943

)

-

(943

)

As at September 30, 2023

182,423

12,966

195,389

 

The fair value of the derivatives was estimated using a partial differential equation method with Monte Carlo simulation with the following inputs: volatility of 55.45%, a risk-free rate of 4.87%, an expected dividend of 0%, and a credit spread of 7.96%. A gain on change in fair value for the nine months ended September 30, 2023, of $22,379 was recognized in the statement of comprehensive income.

 

The Company paid interest of $2,452 during the nine months ended September 30, 2023 due under its Convertible Notes for the current year. Accrued interest for the nine months ended September 30, 2023 of $16,691 was recognized as finance costs in the statement of comprehensive income.

Valuation of the embedded derivative is highly sensitive to changes in the Company’s share price and to a lesser extent to changes in the risk-free interest rate and the assumed volatility of the Company’s share price. The gain on change in fair value of the derivative for the nine months ended September 30, 2023 was driven by changes in the underlying valuation assumptions, including decrease as at September 30, 2023 compared to December 31, 2022, in the volatility assumption from 64.75% to 55.45%, in LAC’s market share price from $18.95 to $17.01 and an increase in the risk-free interest rate from 4.13% to 4.87%.

A reduction/increase of the Company’s share price by 10% would result in a corresponding reduction/increase of the embedded derivative value by 17% and 12% respectively. A reduction of the volatility assumption by 10% would result in a corresponding reduction of the derivative value by 24%.

The Convertible Notes are unsecured and accrue interest payable semi-annually in arrears at a rate of 1.75% per annum payable on January 15th and July 15th of each year, beginning on July 15, 2022. Prior to October 15, 2026, the Notes are convertible at the option of the holders during certain periods, upon the satisfaction of certain conditions which are disclosed in the 2022 Annual Financials. Holders of Convertible Notes have the right to require the Company to repurchase their Convertible Notes upon the occurrence of certain events (Note 4).

 

 

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20

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

13. SHARE CAPITAL AND EQUITY COMPENSATION

Share Capital

 

On April 20, 2023, the Company closed the acquisition of 100% of Arena Minerals and issued 8,456 shares to Arena Minerals shareholders (Note 7).

On February 16, 2023, the Company issued 15,002 common shares as part of the closing of the first tranche of GM’s investment (Note 11).

 

Equity Incentive Plan

The Company has an equity incentive plan (“Plan”) in accordance with the policies of the TSX whereby, from time to time at the discretion of the Board of Directors, eligible directors, officers, employees and consultants are awarded restricted share units (“RSUs”) and performance share units (“PSUs”) that, subject to a recipient’s deferral right in accordance with the Income Tax Act (Canada), convert automatically into common shares upon vesting. In addition, independent directors are awarded deferred share units (“DSUs”), generally as partial compensation for their services as directors. DSUs may be redeemed by directors for common shares upon retirement or termination from the Board. The Plan also permits the grant of incentive stock options exercisable to purchase common shares of the Company (“stock options”); however, generally the Company has granted RSUs, PSUs and DSUs over stock options under its equity compensation program since 2018. The Plan is a “fixed plan” pursuant to which the aggregate number of common shares to be issued shall not exceed 14,401 shares.

On July 31, 2023, at the annual, general and special meeting of the Company, as part of the approval of the Separation, the Company’s shareholders approved the amendments to equity incentive plan to allow holders of the Company’s restricted share units, performance share units and deferred share units to receive on Separation one similar instrument in each of Lithium Argentina (subject to adjustment) and Lithium Americas (NewCo) (refer Note 4 and Note 21).

Restricted Share Units

During the nine months ended September 30, 2023, the Company granted 363 (2022 – 135) RSUs to its employees and consultants. The total estimated fair value of the RSUs was $8,799 (2022 – $3,343) based on the market value of the Company’s shares on the grant date. As at September 30, 2023, there was $4,285 (2022 – $2,036) of total unamortized compensation cost relating to unvested RSUs. During the nine months ended September 30, 2023, total equity compensation expense related to RSUs was $3,061 of which $2,110 (2022 – $1,066) was charged to operating expenses and $951 (2022 – $Nil) was capitalized to the Thacker Pass project costs.

 

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21

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

13. SHARE CAPITAL AND EQUITY COMPENSATION (continued)

A summary of changes to the number of outstanding RSUs is as follows:

 

Number of RSUs

(in 000's)

Balance, RSUs outstanding as at December 31, 2021

2,355

Converted into shares

(114

)

Granted

140

Forfeited

(14

)

Balance, RSUs outstanding as at December 31, 2022

2,367

Converted into shares

(547

)

Forfeited

 

 

(12

)

Granted

363

Balance, RSUs outstanding as at September 30, 2023

2,171

 

Deferred Share Units

During the nine months ended September 30, 2023, the Company granted 32 DSUs (2022 – 16) as compensation to independent directors with a total estimated fair value of $628 (2022 – $454).

 

Number of DSUs

(in 000's)

Balance, DSUs outstanding as at December 31, 2021

242

Granted

23

Converted into common shares

(13

)

Balance, DSUs outstanding as at December 31, 2022

252

Granted

32

Converted into common shares

(59

)

Balance, DSUs outstanding as at September 30, 2023

225

 

Stock Options

No stock options were granted by the Company during the nine months ended September 30, 2023 and 2022. A summary of changes to outstanding stock options is as follows:

 

Number

of Options

(in 000's)

Weighted Average

Exercise Price,

(CDN$)

Balance, stock options outstanding as at December 31, 2021

1,682

7.06

Exercised

(992

)

(6.73

)

Balance, stock options outstanding as at December 31, 2022

690

7.54

Exercised

(690

)

(7.54

)

Balance, stock options outstanding as at September 30, 2023

-

-

 

The weighted average share price at the time of exercise of stock options during the nine months ended September 30, 2023 was CDN$32.26 (2022 – CDN$39.89).

 

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22

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

13. SHARE CAPITAL AND EQUITY COMPENSATION (continued)

 

During the nine months ended September 30, 2023, 670 (2022 – 618) stock options were exercised under the cashless exercise provision of the Plan, resulting in the issuance of 525 (2022 – 504) shares of the Company.

 

Performance Share Units

 

204 PSUs were granted by the Company during the nine months ended September 30, 2023 (2022 – 73). As at September 30, 2023, there was $7,050 (2022 – $3,332) of total unamortized compensation cost relating to unvested PSUs.

 

The fair value of the PSUs is estimated on the date of grant using a valuation model based on a Monte Carlo simulation with the following assumptions used for the grants made during the period:

 

February 8,

January 28,

2023

2022

Number of PSUs granted

204

73

Risk-free interest rate

4.15

%

1.39

%

Dividend rate

0

%

0

%

Annualized volatility

88.5

%

82.8

%

Peer Group average volatility

57.57

%

55.73

%

Estimated forfeiture rate

10.0

%

10.0

%

Fair value per PSU granted

$38.84

$41.99

 

During the nine months ended September 30, 2023, equity compensation expense related to PSUs was $2,854 of which $2,670 (2022 – $1,410) was charged to operating expenses and $184 (2022 – $Nil) was capitalized to the Thacker Pass project costs. A summary of changes to the number of outstanding PSUs is as follows:

 

Number of PSUs

(in 000's)

Balance, PSUs outstanding as at December 31, 2021

744

Granted

73

Forfeited

(51

)

Balance, PSUs outstanding as at December 31, 2022

766

Granted

204

Converted

(215

)

Forfeited

 

 

(6

)

Balance, PSUs outstanding as at September 30, 2023

749

 

 

 

 

14. RELATED PARTY TRANSACTIONS

Minera Exar, the Company’s equity-accounted investee, has entered into the following transactions with companies controlled by the family of its President, who is also a director of Lithium Americas:

 

Option Agreement with Grupo Minero Los Boros S.A. on March 28, 2016, for the transfer to Minera Exar of title to certain mining properties that comprised a portion of the Caucharí-Olaroz project.

 

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23

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

14. RELATED PARTY TRANSACTIONS (continued)

 

Expenditures under the construction services contract for the Caucharí-Olaroz project with Magna Construcciones S.R.L. (“Magna”) were $2,607 for the nine months ended September 30, 2023.

 

Service agreement with a consortium owned 49% by Magna. The agreement entered into Q1 2022, is for servicing of the evaporation ponds at Cauchari-Olaroz over a five-year term, for total consideration of $68,000 (excluding VAT).

During the nine months ended September 30, 2023, director’s fees paid by Minera Exar to its President, who is also a director of the Company, totaled $56 (2022 - $56).

The amounts due by Minera Exar to related parties arising from such transactions are unsecured, non-interest bearing and have no specific terms of payment.

In March 2023, an agreement was entered into with the Company’s VP, Corporate Development to provide corporate development services effective as of August 1, 2023, and has an aggregate value over three years of $3,200.

Upon the retirement of the Company’s former Chief Financial Officer in April 2023, an agreement was entered into on April 20, 2023, providing for a payment of $315 for delaying his retirement, a payment under the terms of his contract of approximately $24 and a grant of restricted share units with a value of approximately $664 to be made by the Company. The parties further agreed to enter into a Consulting Agreement, which was entered into effective April 24, 2023, for the provision of advisory services for a one-year term, unless extended by mutual agreement of the parties. The aggregate value of the consulting agreement over its term is $180.

 

Compensation of Key Management

Key management are the Company’s board of directors, and the executive management team. The remuneration of directors and members of the executive management team was as follows:

 

Three Months Ended September 30,

Nine Months Ended September 30,

2023

2022

2023

2022

$

$

$

$

Equity compensation

884

497

3,603

1,427

Salaries, bonuses, benefits and directors' fees included in general & administrative expenses

806

656

2,826

2,098

Salaries, bonuses and benefits included in exploration expenditures

44

80

180

254

Salaries and benefits capitalized to Investment in Cauchari-Olaroz project

165

141

494

423

Salaries and benefits capitalized to Thacker Pass project

80

-

234

-

1,979

1,374

7,337

4,202

 

 

 

September 30, 2023

December 31, 2022

$

$

Total due to directors and executive team

158

3,363

 

 

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24

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

15. GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses:

 

Three Months Ended September 30,

Nine Months Ended September 30,

2023

2022

2023

2022

$

$

$

$

Salaries, benefits and directors' fees

2,271

1,061

5,622

2,921

Office and administration

1,261

627

3,019

1,683

Professional fees

393

1,117

1,498

2,392

Regulatory and filing fees

61

52

218

129

Travel

254

92

651

214

Investor relations

174

152

636

501

Depreciation

100

46

312

134

4,514

3,147

11,956

7,974

 

 

16. EXPLORATION AND EVALUATION EXPENDITURES

The following table summarizes the Company’s exploration and evaluation expenditures:

 

Three Months Ended September 30,

2023

2022

Millennial Projects

Antofalla Project

Other

Total

Millennial Projects

Total

$

$

$

$

$

$

Engineering

53

-

-

53

-

-

Consulting and salaries

109

349

143

601

279

279

Field supplies and other

372

-

-

372

791

791

Depreciation

131

-

-

131

50

50

Drilling and geological expenses

681

-

-

681

-

-

Total exploration expenditures

1,346

349

143

1,838

1,120

1,120

 

 

Nine Months Ended September 30,

2023

2022

Millennial Projects

Antofalla Project

Other

Total

Millennial Projects

Total

$

$

$

$

$

$

Engineering

53

-

-

53

-

-

Consulting and salaries

2,475

581

488

3,544

701

701

Field supplies and other

3,840

93

-

3,933

1,987

1,987

Depreciation

198

-

-

198

150

150

Drilling and geological expenses

2,270

-

-

2,270

-

-

Total exploration expenditures

8,836

674

488

9,998

2,838

2,838

 

 

 

 

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25

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

17. FINANCE COSTS

The following table summarizes the Company’s finance costs:

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

2023

2022

2023

2022

$

$

$

$

Interest on convertible notes

5,758

5,210

16,691

15,131

Interest on credit facilities

-

-

-

335

Other

3

9

57

33

5,761

5,219

16,748

15,499

 

 

18. FINANCE AND OTHER INCOME

The following table summarizes the Company’s finance and other income:

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

2023

2022

2023

2022

$

$

$

$

Interest on loans to Exar Capital

8,909

4,726

23,812

12,020

Interest on cash and cash equivalents and deposits

5,815

2,939

17,224

3,984

Other

197

150

464

416

14,921

7,815

41,500

16,420

 

19. SEGMENTED INFORMATION

The Company operates in two operating segments in two geographical areas. As of September 30, 2023, Cauchari-Olaroz is in the commissioning stage while the projects under the Pastos Grandes Basin segment are in the exploration and evaluation stage. As of September 30, 2023, North American segment is classified as a discontinued operation (Note 4).

 

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26

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

19. SEGMENTED INFORMATION

The Company’s reportable segments and corporate assets are summarized in the following tables:

 

Thacker

Pass

$

Cauchari-

Olaroz

$

Pastos Grandes Basin

$

Corporate

$

Total

$

As at September 30, 2023

Property, plant and equipment

-

-

6,973

1,054

8,027

Exploration and evaluation assets

-

-

343,215

14

343,229

Assets held for distribution

173,293

-

-

263,207

436,500

Liabilities held for distribution

23,553

-

-

-

23,553

Total assets of continuing operations

-

376,180

536,210

151,032

1,063,422

Total liabilities of continuing operations

-

-

(3,892

)

(217,695

)

(221,587

)

For the nine months ended

September 30, 2023

Property, plant and equipment additions

-

-

2,923

685

3,608

(Loss)/income from discontinued operations

(6,929

)

-

-

14,337

7,408

(Loss)/income from continuing operations

-

 

(5,034

)

(5,630

)

29,288

18,624

Exploration expenditures

-

 

-

(9,511

)

(487

)

(9,998

)

For the three months ended

September 30, 2023

Property, plant and equipment additions

-

-

56

24

80

(Loss)/income from discontinued operations

(431

)

-

-

231

(200

)

(Loss)/income from continuing operations

-

(1,652

)

(1,425

)

9,898

6,821

Exploration expenditures

-

-

(1,695

)

(143

)

(1,838

)

 

 

 

Thacker Pass

$

Cauchari-

Olaroz

$

Pastos Grandes Basin

$

Corporate

$

Total

$

As at September 30, 2022

Property, plant and equipment

3,755

-

4,115

892

8,762

Exploration and evaluation assets

9,629

-

339,116

-

348,745

Total assets

16,715

242,902

354,281

410,023

1,023,921

Total liabilities

(10,665

)

-

(1,227

)

(239,364

)

(251,256

)

For the nine months ended

September 30, 2022

Property, plant and equipment additions

-

-

55

77

132

Loss from discontinued operations

(31,761

)

-

-

(10,027

)

(41,788

)

Loss from continuing operations

-

(48,190

)

(2,338

)

(11,370

)

(61,898

)

Exploration expenditures

-

-

(2,838

)

-

(2,838

)

For the three months ended

September 30, 2022

Property, plant and equipment additions

-

-

55

22

77

Loss from discontinued operations

(9,680

)

-

-

(1,495

)

(11,175

)

Loss from continuing operations

-

(3,467

)

(779

)

(25,577

)

(29,823

)

Exploration expenditures

-

-

(1,120

)

-

(1,120

)

 

 

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27

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

19. SEGMENTED INFORMATION (continued)

 

The Company’s non-current assets are segmented geographically as follows:

 

Canada

$

United States

$

Argentina

$

Total

$

Non-current assets (1)

As at September 30, 2023

705

-

388,565

389,270

As at December 31, 2022

791

12,963

402,700

416,454

 

1 Non-current assets attributed to geographical locations exclude financial and other assets.

 

20. FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the consolidated statements of financial position and presented in fair value disclosures are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

Level 3 – Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified in the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Common shares acquired as part of investment in Green Technology Metals, preferred shares acquired as part of investment in Ascend Elements, the GM Tranche 2 Agreements derivative, which are presented as assets held for distribution, and the convertible note derivative are measured at fair value on the statement of financial position on a recurring basis. Cash and cash equivalents, receivables, and the debt host of the Convertible Notes are measured at amortized cost on the statement of financial position. As at September 30, 2023, the fair value of financial instruments measured at amortized cost approximates their carrying value.

Green Technology Metals shares (Note 4) are classified at level 1 of the fair value hierarchy, the GM Tranche 2 Agreements derivative (Note 4), and the convertible note derivative (Note 12) are classified at level 2 of the fair value hierarchy and the Ascend Elements preference shares (Note 4) are classified at level 3 of the fair value hierarchy.

The Company manages risks to minimize potential losses. The main objective of the Company’s risk management process is to ensure that the risks are properly identified and monitored, and that the capital base maintained by the Company is adequate in relation to those risks. The principal risks which impact the Company’s financial instruments are described below.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, receivables, long-term receivable from JEMSE, and loans to Exar Capital.

 

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28

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

20. FINANCIAL INSTRUMENTS (continued)

The Company’s maximum exposure to credit risk for cash, cash equivalents, receivables, long-term receivable from JEMSE, and loans to Exar Capital is the amount disclosed in the consolidated statements of financial position. The Company limits its exposure to credit loss by placing the majority of its cash and cash equivalents with two major financial institutions, US treasury bills and investing in only short-term obligations that are guaranteed by the Canadian government or by Canadian and US chartered banks with expected credit losses estimated to be de minimis. The Company and its subsidiaries and investees including Minera Exar, may from time to time make short-term investments into Argentine government securities, financial instruments guaranteed by Argentine banks and other Argentine securities. These investments may or may not realize short-term gains or losses.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions to estimate and maintain sufficient reserves of cash and cash equivalents to meet its liquidity requirements in the short and long-term.

As the industry in which the Company operates is very capital intensive, the majority of the Company’s spending or that of its investees is related to capital programs. The Company prepares annual budgets, which are regularly monitored and updated as considered necessary. As at September 30, 2023, the Company had cash and cash equivalents balance of $147,412 to settle current liabilities of $25,542 (excluding assets and liabilities held for distribution).

The following table summarizes the contractual maturities of the Company’s financial liabilities (including liabilities held for distribution) on an undiscounted basis:

 

Years ending December 31,

2023

2024

2025

2026 and later

Total

$

$

$

$

$

Convertible senior notes

-

4,528

4,528

265,542

274,598

Accounts payable and accrued liabilities

25,630

-

-

-

25,630

Obligations under office leases¹

389

1,442

798

700

3,329

Other obligations¹

14

8,229

51

23

8,317

Total

26,033

14,199

5,377

266,265

311,874

 

¹Include principal and interest/finance charges.

Market Risk

Market risk incorporates a range of risks. Movement in risk factors, such as market price risk, the Company’s share price, and currency risk, affects the fair values of financial assets and liabilities. The Company is exposed to foreign currency risk as described below.

Foreign Currency Risk

The Company’s operations in foreign countries are subject to currency fluctuations and such fluctuations may affect the Company’s financial results. The Company’s functional currency is United States dollars (“US$”) and it incurs expenditures in Canadian dollars (“CDN$”), Argentine Pesos (“ARS$”) and US$, with the majority of the expenditures being incurred in US$ by the Company’s subsidiaries and investees.

 

 

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29

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

20. FINANCIAL INSTRUMENTS (continued)

The Company and its subsidiaries and associates have a US$ functional currency. As at September 30, 2023, the Company held $2,700 in CDN$ and $268 in ARS$ denominated cash and cash equivalents. Strengthening/(weakening) of a US$ exchange rate versus CDN$ and ARS$ by 10% would have resulted in a foreign exchange (loss)/gain for the Company of $270 and $27 respectively as at September 30, 2023.

 

21. SUBSEQUENT EVENT

 

On October 3, 2023, the Company implemented by way of a plan of arrangement under the laws of British Columbia a reorganization resulting in the separation of its Argentine and North American business units and the creation of Lithium Argentina and Lithium Americas (NewCo) (Note 4).

 

In connection with the Arrangement, holders of all DSUs, RSUs and PSUs of the Company previously held (collectively, the "Old LAC Units") received, in lieu of such outstanding Old LAC Units, equivalent incentive security of the Company (collectively, the "Company Units") and of Lithium Americas (NewCo) (collectively, the "New LAC Units" and together with the Company Units, the "Arrangement Incentive Securities"). The Arrangement Incentive Securities have the same terms as the Old LAC Units, subject to the economic adjustments and other necessary modifications as governed by the Plan of Arrangement. Holders of the Old LAC Units disposed of (i) the butterfly percentage, a percentage commensurate with the proportion of the assets disposed in the Arrangement of over Old LAC's total assets, of each Old LAC Unit to Lithium Americas (NewCo) for one equivalent New LAC Unit, and (ii) the remaining portion of each Old LAC Unit to the Company for 0.87 of a new Lithium Argentina unit (which was subject to adjustment pursuant to the application of subsection 7(1.4) of the Income Tax Act (Canada)).

 

The Old LAC Units exchanged were cancelled. An incentive security (other than PSUs) of one entity, being either the Company or Lithium Americas (NewCo), held by persons who are not employed as a director, officer, or employee or engaged as a service provider of the said entity but are employed or engaged with the other entity, immediately vested and the holder of the said incentive security became entitled to receive the underlying share after completion of the Separation. The replacement PSUs of each of the Company and Lithium Americas (NewCo) will continue, but will be subject to the same time based vesting period as the old LAC PSUs they replace and upon vesting thereof will be settled by the issuance of one underlying share irrespective of the applicable performance multiplier to which the original Old LAC PSU was subject, except with respect to Old LAC PSUs that were fully vested prior to the Separation, in which case the replacement PSUs will be settled for the number of underlying shares determined based on the performance multipliers of the Old LAC PSUs they replaced.

 

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30

 

 


Exhibit 99.2

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

BACKGROUND

This Management’s Discussion and Analysis (“MD&A”) of Lithium Americas (Argentina) Corp. (“Lithium Argentina,” the “Company,” or “LAAC”), formerly Lithium Americas Corp. (“Lithium Americas” or “LAC”), prepared as of November 6, 2023, should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the notes thereto for the nine months ended September 30, 2023 (“Q3 2023 financial statements”), and the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 (“2022 annual financial statements”). Refer to Notes 2 and 3 of the Q3 2023 financial statements and Note 2 and 3 of the 2022 annual financial statements for disclosure of the Company’s significant accounting policies. All amounts are expressed in US dollars, unless otherwise stated. References to CDN$ are in Canadian dollars. This MD&A contains “forward-looking statements,” and readers should read the cautionary note contained in the section titled “Forward-Looking Statements” of this MD&A regarding such forward-looking statements. Information contained on the Company’s website or in other documents referred to in this MD&A is not incorporated by reference herein and does not form part of this MD&A unless otherwise specifically stated.

 

On July 31, 2023, at the annual, general and special meeting of the Company, our shareholders approved the separation of the Company into Lithium Americas (Argentina) Corp. and a new Lithium Americas Corp. (“Lithium Americas (NewCo)”), pursuant to a statutory plan of arrangement (the “Separation”). The Separation was completed on October 3, 2023 pursuant to a final order dated August 4, 2023 from the Supreme Court of British Columbia approving the plan of arrangement. As a result of the transaction, the Company transferred its North American business, including, among other assets, its Thacker Pass Project (“Thacker Pass”) and $275.5 million of cash to Lithium Americas (NewCo), and the Company changed its name to Lithium Americas (Argentina) Corp. The Separation resulted in, among other things, the Company’s shareholders receiving one Lithium Argentina common share and one Lithium Americas (NewCo) common share for each common share of the Company previously held by such shareholder before the Separation.

 

The Company’s head office and principal address is Suite 300, 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5. The Company trades in Canada on the Toronto Stock Exchange (“TSX”) and in the United States on the New York Stock Exchange (“NYSE”) under the symbol “LAAC”.

OUR BUSINESS

Lithium Argentina is a Canadian-based resource company focused on the advancement of significant lithium projects. The Company strives to operate under high environmental, social, governance and safety standards to foster the sustainable advancement of projects that support the vital lithium supply chain and the global transition to cleaner energy. The Caucharí-Olaroz project (“Caucharí-Olaroz”) is located in Jujuy province in the northwestern region of Argentina. Caucharí-Olaroz is a significant lithium brine project, which has achieved first lithium and work continues toward reaching full production. The Company owns 44.8% of Caucharí-Olaroz through its ownership interest in Minera Exar S.A. (“Minera Exar”), a company incorporated under the laws of Argentina. The Company also has a pipeline of development and exploration stage projects, including the Pastos Grandes project (“Pastos Grandes”) and the Sal de la Puna project (“Sal de la Puna”), both of which are located in Salta Province in northwestern Argentina adjacent to Jujuy province where Caucharí-Olaroz is located. Pastos Grandes is a 100% owned development stage project held through the Company’s wholly-owned subsidiary Millennial Lithium Inc. (“Millennial”). Sal de la Puna is an exploration stage project in which the Company holds a 65% interest through the Company’s wholly-owned subsidiary Arena Minerals Inc. (“Arena Minerals”), acquired on April 20, 2023. The Company is advancing development plans for these assets, including evaluating opportunities to achieve synergies through joint development of the projects.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

The Company’s operations concerning Caucharí-Olaroz are conducted in Argentina and the Netherlands through equity investees, Minera Exar and Exar Capital B.V. (“Exar Capital”) respectively, which are governed by a shareholders’ agreement between the Company and Ganfeng Lithium Co. Ltd. (“Ganfeng”). The Company and Ganfeng collectively own 91.5% of Minera Exar (Caucharí-Olaroz) and 100% of Exar Capital (a Netherlands entity that provides funding to Minera Exar). For Pastos Grandes, the Company conducts operations through its wholly-owned subsidiaries, Millennial in Canada and Proyecto Pastos Grandes S.A. (“PPG”) in Argentina. Operations concerning Sal de la Puna are conducted by the Company through its recently acquired 65% ownership interests in Sal de la Puna Holdings Ltd. in Canada (with Ganfeng owning the remaining 35%), which owns Puna Argentina S.A.S. in Argentina which holds the project. Additional information relating to the Company, including the Company’s Annual Information Form (“AIF”), is available on the Company’s website at www.lithium-argentina.com and on SEDAR+ at www.sedarplus.ca.

HIGHLIGHTS

Argentina

Caucharí-Olaroz

Caucharí-Olaroz Stage 1 ramp up to design capacity of 40,000 tonnes per annum (“tpa”) of battery-quality lithium carbonate is on track to be completed by mid-2024.
o
Production guidance reaffirmed at 5,000 tonnes of lithium carbonate in 2023.
First lithium carbonate was shipped from Argentina in early Q4 2023 with regular shipments ongoing.
o
During the ramp up, sales are based on market price for battery-quality lithium carbonate less a processing fee to remove the excess potassium chloride (“KCl”).
Completed the first train of the KCl plant with commissioning underway and second train expected to be completed during Q4 2023.
As of September 30, 2023, over 95% of the capital costs have been spent with Stage 1 construction substantially complete.
At current lithium carbonate prices and operating plans, the Company remains in a strong financial position and expects its remaining funding requirements for Caucharí-Olaroz to be less than $20 million, including working capital needs, during Stage 1 ramp up.

Pastos Grandes Basin

The Company continues integrating Pastos Grandes (100% interest) and Sal de la Puna (65% interest) which is expected to result in a larger scale and more optimized development plan.
o
The development plan for the Pastos Grandes Basin is expected to align with the ramp up of Caucharí-Olaroz Stage 1.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Corporate

 

On October 3, 2023, the Company implemented by way of a plan of arrangement a reorganization resulting in the separation of its Argentine and North American business units and the creation of Lithium Argentina and Lithium Americas (NewCo).
o
Following this reorganization, Lithium Argentina had cash and cash equivalents of $147.4 million, with an additional $75 million in an available and undrawn credit facility.
In August, Lithium Argentina published its ESG-S report, themed “Accelerating Toward a New Era of Sustainable Value” which reflects the Company’s commitment to creating sustainable value by being a safe, environmentally responsible, and inclusive lithium company.

PROJECT PROGRESS IN Q3 2023

Caucharí-Olaroz, Jujuy Province, Argentina

 

Figure A: First shipment was exported from Argentina in early October.

 

img26042415_2.jpg 

Figure B: Completed the first train of the KCl plant with commissioning underway.

 

img26042415_3.jpg 

 

Health and Safety

The Total Recordable Injury Frequency rate for Caucharí-Olaroz as of September 30, 2023 was 1.33 per 200,000 hours worked (including contractors at site).

Construction Progress

Following the achievement of first lithium carbonate production in June 2023, Caucharí-Olaroz has been consistently producing lithium carbonate as commissioning and ramp-up continues. The project is on track to produce 5,000 tonnes of lithium carbonate this year. The first lithium shipment left Argentina in early October with regular shipments ongoing.

 

The first train of the KCl plant has been completed with commissioning underway and the second train is expected to be completed during Q4 2023. The KCl plant is designed to allow the project to achieve battery-grade specifications and increasing production levels to 40,000 tpa.

With the advancement of this work, we expect to reach design capacity of 40,000 tpa of battery grade lithium carbonate by mid-2024.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Project Financing and Liquidity

 

As of September 30, 2023, over 95% of the capital costs have been spent with Stage 1 construction substantially complete.

The Company expects its remaining funding requirement to be less than $20 million to complete the Stage 1 ramp up.

 

Environmental and Social Responsibility

 

The joint venture company, Minera Exar (“Exar”) that operates Cauchari-Olaroz, uses renewable energy from YPF Luz's Zonda Solar Park. The signing of an agreement between both companies was announced for 36,000MWh/year in August 2023. The agreement will last for ten years and allows Minera Exar to avoid the equivalent of more than 10,500 tons of annual carbon dioxide emissions.

 

In August, a collaboration agreement was signed between the aboriginal community of Olaroz Chico and Exar for the construction of watering holes for animals, which will benefit 19 farmers that reside there. This necessary and fundamental water work for the community will help advance growth and development in the region, especially in the livestock industry.

Growth Opportunities

Caucharí-Olaroz Stage 2 development plan for an expansion targeting additional production capacity of at least 20,000 tpa continues to progress to align with ramp up of Stage 1.

 

Pastos Grandes (100% interest) and Sal de la Puna (65% interest) are lithium brine mineral projects located in the Salar de Pastos Grandes Basin in the Salta Province, Argentina. The Company is advancing development plans for both Pastos Grandes and Sal de la Puna including the evaluation of opportunities to achieve synergies through joint development of the projects which could result in a larger scale and more optimized development plan.

 

The Pastos Grandes team has established positive relationships with the local communities based on years of engagement. Continued dialogue and collaboration with neighboring communities is ongoing.

 

Technical Studies

 

A NI 43-101 feasibility study was completed (Worley 2019) for Pastos Grandes when it was owned by Millennial, for a 24,000 tpa battery-grade lithium carbonate production plant with a 40-year mine-life using conventional lithium processing technology. Following the Company’s acquisition of Pastos Grandes in January 2022, the Company retained Atacama Water, a hydrogeology consultancy specializing in brine, to prepare a technical report for Pastos Grandes with the objective of updating the mineral resource estimate for lithium contained in the brine in the Salar de Pastos Grandes Basin, based on the consolidation and integration of available information.

 

On June 26, 2023, the Company announced a NI 43-101 technical report for Pastos Grandes has been completed and filed on SEDAR+ in connection with a mineral resource update for the project. The Technical Report is titled “NI 43-101 Technical Report, Lithium Resources Update, Pastos Grandes Project, Salta Province, Argentina,” and was prepared by Frederik Reidel, CPG, who is a qualified person independent of the Company under NI 43-101, with an effective date of April 30, 2023.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Corporate Development

Separation Process

 

On July 31, 2023, at the annual, general and special meeting of the Company, our shareholders approved the separation of the Company into Lithium Americas (Argentina) Corp. and a new Lithium Americas (NewCo). The Separation was completed on October 3, 2023 pursuant to a final order dated August 4, 2023 from the Supreme Court of British Columbia approving the plan of arrangement. As a result of the transaction, the Company transferred its North American business, including, among other assets, Thacker Pass and some cash to Lithium Americas (NewCo), and the Company changed its name to Lithium Americas (Argentina) Corp.

 

Pursuant to the plan of arrangement, the board of directors of the Company was reconstituted and is currently comprised of John Kanellitsas, George Ireland, Diego Lopez Casanello, Robert Doyle, Franco Mignacco and Calum Morrison. Officers of the Company now consists of John Kanellitsas, Executive Director, President and Interim CEO, Alex Shulga, Vice President and CFO, Ignacio Celorrio, Executive Vice President, Latin America, Mariano Chiappori, Vice President and Chief Operating Officer, Jose Aggio, Vice President and Chief Human Resources Officer, and Carlos Galli, Vice President, Growth and Innovation.

 

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

SELECTED FINANCIAL INFORMATION

Quarterly Information

Selected consolidated financial information is as follows:

 

(in US$ millions)

2023

2022

2021

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q4

$

$

$

$

$

$

$

$

Total assets of continuing operations

1,063.4

1,501.9

1,328.4

1,016.5

1,023.9

1,043.5

1,136.2

817.3

Assets held for distribution

436.5

-

-

-

-

-

-

-

PP&E of continuing operations

8.0

90.9

35.6

9.0

8.8

9.2

8.7

4.4

Working capital of continuing operations

148.0

477.1

547.5

336.4

388.6

435.4

488.7

524.3

Total liabilities of continuing operations

221.6

255.8

274.5

232.5

251.3

231.5

308.5

281.0

Liabilities held for distribution

23.6

-

-

-

-

-

-

-

Expenses - continuing operations

(9.0

)

(12.0

)

(9.7

)

(10.4

)

(13.5

)

(90.3

)

(16.0

)

(7.7

)

Income/(loss) from continuing operations

6.8

14.9

(3.1

)

30.6

(29.8

)

(16.6

)

(46.1

)

8.0

(Loss)/income from discontinued operations

(0.2

)

10.9

 

(3.3

)

(20.5

)

(11.2

)

-

-

-

Net income/(loss)

6.6

25.8

(6.4

)

10.1

(41.0

)

(16.6

)

(46.1

)

8.0

 

Notes:

1.
Quarterly amounts added together may not equal to the total reported for the period due to rounding or reclassifications.
2.
Working capital is the difference between current assets and current liabilities (refer to section “Use of Non-GAAP Financial Measures and Ratios”).
3.
The North American business unit results have been presented in prior periods as a discontinued operation.

Upon approval of the Separation by the Company’s shareholders in July 2023, the Company assessed the transaction based on guidance in IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations. In accordance with IFRS 5, the assets and liabilities of Lithium Americas (NewCo) have been reclassified as a disposal group and presented as assets and liabilities held for distribution in the consolidated statement of financial position of Q3 2023 financial statements and the operations have been classified as discontinued operations for the three and nine months ended September 30, 2023, and the associated comparative prior periods in the consolidated statement of comprehensive income of Q3 2023 financial statements.

Changes in the Company’s total assets, working capital, liabilities and net income (loss) were driven mainly by the classification of the North American business unit as held for distribution, increases in loans and contributions to Caucharí-Olaroz, expenses in the period, changes in the fair value of financial instruments and the Company’s share of results of Caucharí-Olaroz.

In Q3 2023, total assets, total liabilities, and working capital decreased primarily due to the classification of the North American business unit as held for distribution. Assets and liabilities held for distribution as of September 30, 2023, are $436.5 million and $23.6 million respectively.

In Q2 2023, total assets increased primarily due to the acquisition of Arena Minerals and property, plant and equipment increased due to the capitalization of Thacker Pass construction costs. Total liabilities decreased primarily due to a decrease in fair value of the convertible senior notes derivative liability by $14.8 million and GM warrant agreement and a subscription agreement (“GM Tranche 2 Agreements”) derivative liability by $19.0 million, partially offset by accrued interest on the convertible senior notes of $5.6 million.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

In Q1 2023, total assets and working capital increased primarily due to cash proceeds from a first tranche investment by GM (“GM Tranche 1 Investment”) of $320 million and property, plant and equipment increased due to commencement of construction of the Thacker Pass project and, as a result, capitalization of the related project construction costs. Total liabilities increased primarily due to GM Tranche 2 Agreements derivative liability of $24.1 million, an increase in accrued liabilities for $16.8 million in financial advisory fees to be paid in connection with the closing of GM Tranche 1 Investment and accrued interest on the convertible senior notes of $5.4 million.

In Q4 2022, total assets and working capital decreased primarily due to a decrease in cash and cash equivalents which were used to fund the Company’s operations. Total liabilities decreased primarily due to a decrease in fair value of the convertible senior notes derivative liability by $34.9 million, partially offset by accrued interest on the convertible senior notes of $5.4 million.

In Q3 2022, total assets decreased primarily due to the expenses in the period, the Company’s share of loss of Caucharí-Olaroz of $8.3 million and a loss on the fair value of warrants of Arena Minerals of $1.4 million. Total liabilities increased primarily due to a $18.4 million increase in fair value of the convertible senior notes derivative liability since Q2 2022, partially offset by an interest payment of $2.8 million on the convertible senior notes in July 2022.

In Q2 2022, total assets decreased primarily due to the Company’s share of loss of Caucharí-Olaroz of $71.5 million, a loss on fair value of Arena Minerals warrants of $3.8 million and a loss on the fair value of common shares of Green Technology Metals of $4.2 million. Total liabilities decreased primarily due to a decrease in fair value of the convertible senior notes derivative liability by $81.6 million, offset by accrued interest on the convertible senior notes of $2.5 million.

In Q1 2022, total assets and total liabilities increased primarily due to the acquisition of Millennial, a $50.3 million increase in fair value of the convertible senior notes derivative liability, offset by a repayment of $24.7 million on limited recourse loan facility balance and accumulated interest.

In Q4 2021, total assets, working capital and total liabilities increased primarily due to the $250 million in net proceeds raised from the convertible senior notes offering, and the $59 million drawdown on the senior credit facility, which were partially offset by full repayment and termination of the $205 million senior credit facility.

Results of Operations – Net Income Analysis

Nine Months Ended September 30, 2023 versus Nine Months Ended September 30, 2022

The following table summarizes the items that resulted in an increase in net income for the nine months ended September 30, 2023 versus the nine months ended September 30, 2022, as well as certain offsetting items:

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

 

Financial results

Nine Months Ended September 30,

Change

(in US$ million)

2023

2022

$

$

$

EXPENSES

Exploration and evaluation expenditures

(10.0

)

(2.8

)

(7.2

)

General and administrative

(12.0

)

(8.0

)

(4.0

)

Equity compensation

(2.7

)

(1.1

)

(1.6

)

Share of loss of Cauchari-Olaroz Project

(5.0

)

(81.0

)

76.0

Share of loss of Arena Minerals

(0.7

)

(0.7

)

0.0

Share of loss of Sal de la Puna Project

(0.4

)

-

(0.4

)

(30.8

)

(93.6

)

62.8

OTHER ITEMS

Transaction costs

(4.9

)

-

(4.9

)

Gain on financial instruments measured at fair value

22.6

8.7

13.9

Gain on modification of the loans to Exar Capital

-

20.3

(20.3

)

Finance costs

(16.7

)

(15.5

)

(1.2

)

Foreign exchange gain

6.9

1.8

5.1

Finance and other income

41.5

16.4

25.1

49.4

31.7

17.7

INCOME/(LOSS) FROM CONTINUING OPERATIONS

18.6

(61.9

)

80.5

INCOME/(LOSS) FROM DISCONTINUED OPERATIONS

7.4

(41.8

)

49.2

NET INCOME/(LOSS)

26.0

(103.7

)

129.7

 

 

Higher net income during the nine months ended September 30, 2023, is primarily attributable to:

lower share of loss of Cauchari-Olaroz project of $5.0 million during the nine months ended September 30, 2023, versus $81.0 million in the comparative period. Since the Company’s share of Minera Exar loss for the nine months ended September 30, 2023, exceeded the carrying value of the investment in Minera Exar, the Company recognized its share of loss equal to the carrying value of the investment in Minera Exar (see Note 8 of the Company’s Q3 2023 financial statements);
higher gain on change in fair value of the convertible note derivative liability of $22.4 million (see Note 12 of the Company’s Q3 2023 financial statements);
higher finance income from interest on the loans to Exar Capital and interest earned on cash investments with financial institutions; and
income from discontinued operations of $7.4 million during the nine months ended September 30, 2023, versus $41.8 million of loss in the comparative period mainly due to a decrease in exploration expenditures related to commencement of construction of Thacker Pass and capitalization of majority of the project costs starting February 1, 2023 and gain on change in fair value of financial instruments particularly the GM Tranche 2 Agreements derivative liability. Higher income from discontinued operations was partially offset by an increase in general and administrative expenses and allocated transaction costs mainly associated with the Separation and the GM transaction.

 

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Higher net income was partially offset by:

an increase in Pastos Grandes exploration and evaluation expenditures related to engineering and permitting efforts;
an increase in general and administrative expenses due to an increase in salaries, insurance, legal and consulting fees;
gain in comparative period on modification of the loans to Exar Capital as a result of introducing interest on the loans to Exar Capital; and
an increase in transaction costs mainly associated with the Separation and Arena Minerals acquisition.

 

Expenses

Exploration and evaluation expenditures during the nine months ended September 30, 2023, of $10.0 million (2022 – $2.8 million) include expenditures incurred for Pastos Grandes and Salar de Antofalla Project (“Antofalla Project”) which is 100% owned by Arena Minerals through its wholly owned subsidiary Antofalla Minerals S.A. (“AMSA”). The increase in the Company’s exploration expenditures is mostly due to higher consulting, salaries, field supplies, permitting and environmental costs incurred during the period on the projects.

Equity compensation for the nine months ended September 30, 2023 of $2.7 million (2022 – $1.1 million) is a non-cash expense and consists of fair market value of restricted share rights (“RSUs”) and preferred share units (“PSUs”) vested during the period. Higher equity compensation during the period was mainly due to an increase in the number of employees to support growth of the Company’s operations.

Included in general and administrative expenses during the nine months ended September 30, 2023 of $12.0 million (2022 – $8.0 million) are:

Office and administrative expenses of $3.0 million (2022 – $1.7 million), which increased as a result of higher insurance costs and other items.
Professional fees of $1.5 million (2022 – $2.4 million) consisting mainly of legal fees and consulting fees.
Salaries and benefits of $5.6 million (2022 – $2.9 million) increased mainly due to an increase in the number of employees to support growth of the Company’s operations, increases in remuneration of employees and directors due to an increase in operations.

 

Other Items

Gain on change in fair value of convertible notes derivative of $22.4 million during the nine months ended September 30, 2023 was driven by changes in the underlying valuation assumptions, including decrease as at September 30, 2023 compared to December 31, 2022, in the volatility assumption from 64.75% to 55.45%, in LAC’s market share price from $18.95 to $17.01 and an increase in the risk-free interest rate from 4.13% to 4.87%. The fair value of the derivatives was estimated using a partial differential equation method with Monte Carlo simulation.

Finance and other income during the nine months ended September 30, 2023 was $41.5 million (2022 $16.4 million) and includes mainly interest income on the Company’s loans to Exar Capital, cash and cash equivalents, and short-term bank deposits.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Three Months Ended September 30, 2023 versus Three Months Ended September 30, 2022

The following table summarizes the items that resulted in an increase in net income for the three months ended September 30, 2023 (“Q3 2023”) versus the three months ended September 30, 2022 (“Q3 2022”), as well as certain offsetting items:

 

Financial results

Three Months Ended September 30,

Change

(in US$ million)

2023

2022

$

$

$

EXPENSES

Exploration and evaluation expenditures

(1.8

)

(1.1

)

(0.7

)

General and administrative

(4.5

)

(3.2

)

(1.3

)

Equity compensation

(0.8

)

(0.6

)

(0.2

)

Share of loss of Cauchari-Olaroz Project

(1.7

)

(8.3

)

6.6

Share of loss of Arena Minerals

-

(0.3

)

0.3

Share of loss of Sal de la Puna Project

(0.2

)

-

(0.2

)

(9.0

)

(13.5

)

4.5

OTHER ITEMS

Transaction costs

(1.2

)

-

(1.2

)

Gain/(loss) on financial instruments measured at fair value

6.6

(19.8

)

26.4

Finance costs

(5.8

)

(5.2

)

(0.6

)

Foreign exchange gain

1.3

0.9

0.4

Finance and other income

14.9

7.8

7.1

15.8

(16.3

)

32.1

INCOME/(LOSS) FROM CONTINUING OPERATIONS

6.8

(29.8

)

36.6

LOSS FROM DISCONTINUED OPERATIONS

(0.2

)

(11.2

)

11.0

NET INCOME/(LOSS)

6.6

(41.0

)

47.6

 

Higher net income in Q3 2023 is primarily attributable to:

lower share of loss of Cauchari-Olaroz project of $1.7 million in Q3 2023 versus $8.3 million in the comparative period. Since the Company’s share of Minera Exar loss for Q3 2023 exceeded the carrying value of the investment in Minera Exar, the Company recognized its share of loss equal to the carrying value of the investment in Minera Exar (see Note 8 of the Company’s Q3 2023 financial statements);
gain on change in fair value of the convertible note derivative liability of $6.6 million (see Note 12 of the Company’s Q3 2023 financial statements) versus a loss in the comparative period; and
higher finance income from interest on the loans to Exar Capital and interest earned on cash investments with financial institutions.

Higher net income was partially offset by:

an increase in Pastos Grandes exploration and evaluation expenditures related to engineering and permitting efforts;
an increase in general and administrative expenses due to an increase in salaries, insurance, legal and consulting fees; and
an increase in transaction costs mainly associated with the Separation.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Expenses

Exploration and evaluation expenditures during Q3 2023 of $1.8 million (2022 – $1.1 million) include expenditures related to permitting, engineering costs for Pastos Grandes and Antofalla Project.

Equity compensation for Q3 2023 of $0.8 million (2022 – $0.6 million) is a non-cash expense and consists of the fair market value of RSUs, and PSUs vested during the period.

General and administrative expenses during Q3 2023 were $4.5 million (2022 – $3.2 million). Increase in expenses is due to an increase in the number of employees to support growth of the Company’s operations.

Other Items

Gain on change in fair value of convertible notes derivative of $6.6 million was driven by a decrease as at September 30, 2023, compared to June 30, 2023 in LAC’s market share price from $20.21 to $17.01, partially offset by an increase in volatility assumption from 51.65% to 55.45%, and an increase in risk-free interest rate from 4.53% to 4.87%.

Finance and other income during Q3 2023 were $14.9 million (2022 – $7.8 million) and includes interest income on the Company’s loans to Exar Capital, cash and cash equivalents and short-term bank deposits.

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flow Highlights

Nine Months Ended September 30,

(in US$ million)

2023

2022

$

$

Net cash used in operating activities

(44.0

)

(50.9

)

Net cash used in investing activities

(37.2

)

(252.7

)

Net cash provided/(used) in financing activities

302.7

(23.2

)

Effect of foreign exchange on cash

6.9

1.8

Cash held for distribution

(275.5

)

-

Change in cash and cash equivalents

(47.1

)

(325.0

)

Cash and cash equivalents - beginning of the period

194.5

510.6

Cash and cash equivalents - end of the period

147.4

185.6

 

As at September 30, 2023, the Company had cash and cash equivalents of $147.4 million along with cash held for distribution of $275.5 million, and working capital of $148.0 million (excluding assets and liabilities held for distribution), compared to cash and cash equivalents of $185.6 million, short-term bank deposits of $206.7 million and working capital of $388.6 million as at September 30, 2022.

In Q1 2022, the limited recourse loan facility balance of $25 million along with accumulated interest was repaid and cannot be reborrowed as per the terms of the facility. The remaining undrawn amount under the facility as of September 30, 2023, is $75 million.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Liquidity Outlook

Lithium Americas’ share of outstanding construction costs for the Caucharí-Olaroz project is expected to be fully funded with its cash balance. The Company has flexibility to use its own funds for its share of outstanding construction costs for Caucharí-Olaroz. During the nine months ended September 30, 2023, Minera Exar obtained debt financing in the form of loans totaling $214.0 million from third parties to fund construction. The accumulated amount of such loans obtained from third parties as of September 30, 2023, is $294.0 million and they include loans totaling $50.0 million, $131.2 million, and $8.5 million that are secured with a bank letter of credit arranged by Ganfeng, Exar Capital and Minera Exar respectively. The Company has in turn provided a guarantee to Ganfeng in the amount of $19.6 million for the loans. The remaining third-party loans are unsecured.

The Company expects the existing cash balance and other sources of financing to provide sufficient financial resources to fund the expenditures at Pastos Grandes, Sal de la Puna and its share of Cauchari-Olaroz expenditures, general and administrative and other expenditures for at least the next eighteen to twenty-four months.

The timing and the amount of expenditures for Pastos Grandes are within the control of the Company due to its ownership interests in the projects. Pursuant to the agreements governing Caucharí-Olaroz and Sal de la Puna, decisions regarding capital budgets for these projects require agreement between Lithium Argentina and the projects co-owner, Ganfeng.

The Company continues to develop its projects and does not generate revenues from operations. The Company’s capital resources are driven by the status of its projects, and its ability to compete for investor support of its projects.

Over the long-term, the Company expects to meet its obligations and fund the development of its projects through its financing plans described above; however, due to the conditions associated with such financing, there can be no assurance that the Company will successfully complete all of its contemplated financing plans. Except as disclosed, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity and capital resources either materially increasing or decreasing at present or in the foreseeable future. The Company does not engage in currency hedging to offset any risk of currency fluctuations.

Operating Activities

Cash used in operating activities by continuing operations during the nine months ended September 30, 2023 was $20.3 million (2022 – $12.2 million) and cash used in operating activities by discontinued operations during the nine months ended September 30, 2023 was $23.6 million (2022 – $38.7 million). The significant components of operating activities are discussed in the Results of Operations section above.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Investing Activities

Net cash used by investing activities during the nine months ended September 30, 2023 was $37.2 million (2022 –$252.7 million) which includes $116.8 million (2022 – $20.0 million) cash used by investing activities of discontinued operations and $79.6 million (2022 – $232.7 million) cash provided by investing activities of continuing operations.

During the nine months ended September 30, 2023, the Company received $155.0 million of cash upon maturity of short-term bank deposits, which was partially offset by $64.7 million of loans advanced to Exar Capital, $3.6 million and $2.7 million of cash spent on PP&E additions and exploration and evaluation assets respectively. In relation to the acquisition of Arena Minerals, the Company received $4.5 million of cash, paid $4.2 million of transaction costs, and $3.2 million of acquisition date payables.

During the nine months ended September 30, 2023, discontinued operations spent $116.8 million on investing activities which include Thacker Pass construction.

Financing Activities

 

Senior Convertible Notes and Loan Facility

On December 6, 2021, the Company closed an offering (the “Offering”) of $225 million aggregate principal amount of 1.75% convertible senior notes due in 2027 (the “Convertible Notes” or “Notes”). On December 9, 2021, the initial purchasers under the Offering exercised, in full, their option to purchase up to an additional $33.75 million aggregate principal amount of the Convertible Notes, increasing the total Offering size to $258.75 million. See Note 10 of the 2022 annual financial statements for details regarding the terms of the Notes.

The Company used a portion of the net proceeds from the Offering to repay in full and terminate its $205 million senior secured credit facility and to repay in Q1 2022 the $25 million outstanding amount under its limited recourse loan facility balance. The remaining undrawn availability under the limited recourse loan facility as of September 30, 2023 is $75 million.

Pursuant to the indenture governing the terms of the Convertible Notes (the “Indenture”), the holders of Convertible Notes, at their election, were permitted to surrender Convertible Notes for conversion (i) into common shares of the Company during the approximate 30-trading day period prior to the closing of the Separation and (ii) into Lithium Argentina common shares during the period from and after the closing of the Separation until approximately the 35th trading day after the closing of the Separation. The Conversion Rate (as defined in the Indenture) for the Convertible Notes was initially 21.2307 common shares per $1,000 principal amount of Convertible Notes (approximately $47.10 per common share). Pursuant to the terms and conditions of the Indenture, the Conversion Rate for the Convertible Notes was adjusted on October 17, 2023 to 52.6019 common shares of the Company per $1,000 principal amount of the Convertible Notes based on the trading prices of Lithium Argentina common shares and Lithium Americas (NewCo) common shares over the preceding 10-trading day period.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

CURRENT SHARE DATA

 

Issued and outstanding securities of the Company as at the date of this MD&A were as follows:

 

Common Shares issued and outstanding

160.5 million

Restricted Share Units (RSUs)

1.5 million

Deferred Share Units (DSUs)

0.1 million

Stock Options

-

Performance Share Units (PSUs)

0.9 million

Common shares, fully diluted

163.0 million

Prior to the Separation, each of the classes of convertible securities is convertible to common shares on a one-for-one basis, except for PSUs. The number of common shares issuable upon vesting of PSUs depended on the performance of the Company’s shares over a predetermined performance period as compared to a prescribed peer group of companies and can vary from zero to up to two times the number of PSUs granted. See the Company’s latest information circular on SEDAR+ for further details regarding the method for calculating PSU performance vesting.

In connection with the Separation, holders of all deferred share units (“DSUs”), RSUs and PSUs of LAC (collectively, the "Old LAC Units") received, in lieu of such outstanding Old LAC Units, equivalent incentive securities of the Company (collectively, the "Company Units") and of Lithium Americas (NewCo) (collectively, the "New LAC Units" and together with the Company Units, the "Arrangement Incentive Securities"). The Arrangement Incentive Securities have the same terms as the Old LAC Units, subject to the economic adjustments and other necessary modifications as governed by the Plan of Arrangement. Holders of the Old LAC Units disposed of (i) the butterfly percentage, a percentage commensurate with the proportion of the assets disposed in the Arrangement of over Old LAC's total assets, of each Old LAC Unit to Lithium Americas (NewCo) for one equivalent New LAC Unit, and (ii) the remaining portion of each Old LAC Unit to the Company for 0.87 of a new Lithium Argentina unit (which was subject to adjustment pursuant to the application of subsection 7(1.4) of the Income Tax Act (Canada)). The Old LAC Units exchanged were cancelled. An incentive security (other than PSUs) of one entity, being either the Company or Lithium Americas (NewCo), held by persons who are not employed as a director, officer, or employee or engaged as a service provider of the said entity but are employed or engaged with the other entity, immediately vested and the holder of the said incentive security became entitled to receive the underlying share after completion of the Separation. The replacement PSUs of each of the Company and Lithium Americas (NewCo) will continue, but will be subject to the same time based vesting period as the old LAC PSUs they replace and upon vesting thereof will be settled by the issuance of one underlying share irrespective of the applicable performance multiplier to which the original Old LAC PSU was subject, except with respect to Old LAC PSUs that were fully vested prior to the Separation, in which case the replacement PSUs will be settled for the number of underlying shares determined based on the performance multipliers of the Old LAC PSUs they replaced.

RELATED PARTY TRANSACTIONS

Minera Exar, the Company’s equity accounted investee, entered into the following transactions with companies controlled by the family of its President, who is also a director on the Company’s Board of Directors:

Option Agreement with Grupo Minero Los Boros S.A. on March 28, 2016, for the transfer to Minera Exar of title to certain mining properties that comprised a portion of Caucharí-Olaroz.
Expenditures under the construction services contract for the Caucharí-Olaroz with Magna Construcciones S.R.L. (“Magna”) were $2.6 million during the nine months ended September 30, 2023 (on a 100% basis).

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Evaporation ponds servicing contract entered into in Q1 2022 for a five-year term with a consortium owned 49% by Magna and 51% by an independent third-party contractor having a total value over the term of the contract of $68 million.

During the nine months ended September 30, 2023, Minera Exar paid director’s fees to its President, who is also a Director of the Company, of $56 thousand (2022 – $56 thousand) (on a 100% basis).

 

During the nine months ended September 30, 2023, Minera Exar obtained debt financing in the form of loans totaling $214 million from third parties to fund construction. The accumulated amount of such loans obtained from third parties as of September 30, 2023, is $294.0 million and they include loans totaling $50.0 million, $131.2 million, and $8.5 million that are secured with a bank letter of credit arranged by Ganfeng, Exar Capital and Minera Exar respectively. The Company has in turn provided a guarantee to Ganfeng in the amount of $19.6 million for the loans. The remaining third-party loans are unsecured.

In March 2023, an agreement was entered into with the Company’s VP, Corporate Development to provide corporate development services effective August 1, 2023, and has an aggregate value over three years of $3.2 million.

On the retirement of the Company’s former Chief Financial Officer, an agreement was entered into on April 20, 2023, providing for a payment of $315 thousand for delaying his retirement, a payment under the terms of his contract of approximately $24 thousand and a grant of restricted share units with a value of approximately $664 thousand to be made by the Company. The parties further agreed to enter into a Consulting Agreement, which was entered into effective April 24, 2023, for the provision of advisory services for a one-year term, unless extended by mutual agreement of the parties. The aggregate value of the consulting agreement over its term is $180 thousand.

Compensation of Key Management

The Company’s key management includes the executive management team who supervise day-to-day operations and independent directors on the Company’s Board of Directors who oversee management. Their compensation is as follows:

 

 

Nine Months Ended September 30,

(in US$ million)

2023

2022

 

$

$

Equity compensation

3.6

1.4

Salaries, bonuses, benefits and directors' fees included in general and administrative expenses

2.8

2.1

Salaries, bonuses and benefits included in exploration expenditures

0.2

0.3

Salaries and benefits capitalized to Investment in Cauchari-Olaroz project

0.5

0.4

Salaries and benefits capitalized to Thacker Pass project

 

 

0.2

 

 

 

-

 

7.3

4.2

 

Amounts due to directors and the executive management team as at September 30, 2023, include $0.2 million due to the independent directors of the Company for Q3 2023 directors’ fees.

 

(in US$ million)

September 30, 2023

December 31, 2022

$

$

Total due to directors and executive team

0.2

3.3

 

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Offtake Arrangements

Each of the Company and Ganfeng are entitled to a share of offtake from production at the Caucharí-Olaroz Project. The Company will be entitled to 49% of the offtake, which would amount to approximately 19,600 tpa of lithium carbonate assuming full capacity is achieved. The Company has entered into an offtake agreement with each of Ganfeng and Bangchak to sell a fixed amount of offtake production at market-based prices, with Ganfeng entitled to 80% of the first 12,250 tpa of lithium carbonate (9,800 tpa assuming full production capacity) and Bangchak entitled to up to 6,000 tpa of lithium carbonate (assuming full production capacity). The balance of the Company’s offtake entitlement, amounting to up to approximately 3,800 tpa of lithium carbonate is uncommitted, but for limited residual rights available to Bangchak to the extent production does not meet full capacity.

CONTRACTUAL OBLIGATIONS

As at September 30, 2023, the Company had the following contractual obligations (including liabilities held for distribution) on an undiscounted basis:

 

Years ending December 31,

(in US$ million)

2023

2024

2025

2026 and later

Total

$

$

$

$

$

Convertible senior notes

-

4.5

4.5

265.6

274.6

Accounts payable and accrued liabilities

25.6

-

-

-

25.6

 

Obligations under office leases¹

0.4

1.4

0.8

0.7

3.3

Other obligations¹

-

8.3

-

-

8.3

 

Total

26.0

14.2

5.3

266.3

311.8

 

¹Include principal and interest/finance charges.

The Company’s and the Company’s equity investees’ commitments related to royalties, and other payments are disclosed in Note 10 of Q3 2023 financial statements filed on SEDAR+, most of which will be incurred in the future if the Company continues to hold the subject property, continues construction or starts production.

FINANCIAL INSTRUMENTS

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

All of the Company’s financial instruments are classified into financial assets and liabilities measured at amortized cost, other than the common shares acquired as part of investment in Green Technology Metals, preferred shares acquired as part of investment in Ascend Elements, the GM Tranche 2 Agreements derivative, which are reclassified and presented as assets and liabilities held for distribution, and the convertible note derivative are carried at fair value. All financial instruments are initially measured at fair value plus, in the case of items measured at amortized cost, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

Financial assets are measured at amortized cost if they are held for the collection of contractual cash flows where those cash flows solely represent payments of principal and interest. The Company’s intent is to hold these financial assets in order to collect contractual cash flows. The contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

The Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

The Company and its subsidiaries, as well as its investee Minera Exar, may from time to time make short-term investments into Argentine government securities, financial instruments guaranteed by Argentine banks and other Argentine securities. These investments may or may not realize short term gains or losses.

For additional details about the Company’s financial instruments please refer to the Note 20 of Q3 2023 financial statements filed on SEDAR+.

OFF-BALANCE SHEET ARRANGEMENTS

The Company’s off-balance sheet arrangements related to its guarantee with respect to the loans provided to Minera Exar are disclosed in Note 8 of Q3 2023 financial statements filed on SEDAR+.

Estimation Uncertainty and Accounting policy judgments

Please refer to the Company’s annual MD&A for the year ended December 31, 2022, for Critical Accounting Estimates and Judgements disclosure and Accounting Policies disclosure. The nature and amount of significant estimates and judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty as well as accounting policies applied during the nine months ended September 30, 2023, were substantially the same as those that management applied to the consolidated financial statements as at and for the year ended December 31, 2022, other than as described below.

Accounting for Joint Arrangements

A joint arrangement is defined as one over which two or more parties have joint control, which is the contractually agreed sharing of control over an arrangement. This exists only when the decisions about the relevant activities (being those that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control. There are two types of joint arrangements: joint operations and joint ventures.

A joint operation is a joint arrangement whereby the parties having joint control of the arrangement have rights to the assets and are the only source of funding for the liabilities relating to the arrangement. The Company recognizes its share of any assets, liabilities, revenues and expenses of a joint operation. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Investments in joint ventures are accounted for using the equity method.

The Company’s 65% ownership interest in Sal de la Puna is considered to be a joint venture and accounted for using the equity method of accounting.

Accounting for the Agreements with General Motors

The Company’s accounting for the agreements with GM, which is a part of the assets and liabilities held for distribution, involved judgment, specifically in the Company’s assumption at the inception that shareholders would approve an increase to GM’s shareholdings in excess of 20% and the price at which common shares will be issued pursuant to the subscription agreement for the second tranche of GM’s agreement; that in the Company’s determination the Offtake Agreement represents an agreement with market selling prices; and that the Offtake is separate from the equity financing provided by GM.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

The fair value of the warrant and subscription agreements with GM involved estimation, which was determined using the Monte Carlo simulation that required significant assumptions, including expected volatility of the Company’s share price.

Commencement of Development of Thacker Pass

The assets and liabilities related to Thacker Pass are a part of the assets and liabilities held for distribution. The Company determined that the technical feasibility and commercial viability of Thacker Pass had been demonstrated following the release of the Thacker Pass Feasibility Study on January 31, 2023, the receipt of the favorable ruling from the Federal Court for the issuance of the ROD, and the receipt of notice to proceed from BLM on February 7, 2023. The Company entered into an EPCM agreement and other construction-related contracts. Construction of Thacker Pass, including site preparation, geotechnical drilling, water pipeline development and associated infrastructure has commenced. Accordingly, the Company transferred the capitalized costs of Thacker Pass from exploration and evaluation assets to property, plant and equipment and began to capitalize development costs starting February 1, 2023.

Concurrent with the transfer of the Thacker Pass assets from exploration and evaluation to property, plant and equipment, management completed an impairment test of Thacker Pass which compared the carrying value to the recoverable amount. The recoverable amount is the greater of the value in use and the fair value less disposal costs. The fair value less disposal costs was calculated using a discounted cash flow model with feasibility study economics. The significant assumptions that impacted the fair value included future lithium prices, capital cost estimates, operating cost estimates, estimated mineral reserves and resources, and the discount rate. Based on the result of the impairment test, management concluded that there was no impairment.

NEW IFRS PRONOUNCEMENTS

Amendments to IAS 1 – Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. These amendments are not expected to have a material effect on the financial statements of the Company.

Amendment to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies

In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose significant accounting policies with a requirement to disclose material accounting policies. Guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgments about accounting policy disclosures. The amendments were effective January 1, 2023. Prospective application is required on adoption. These amendments did not impact the Q3 2023 financial statements.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Amendments to IAS 12 - International Tax Reform Pillar Two Model Rules

In May 2023, the IASB issued amendments to IAS 12, International Tax Reform - Pillar Two Model Rules to clarify the application of IAS 12 Income Taxes to income taxes arising from tax law enacted or substantively enacted to implement the Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) Pillar Two model rules (Pillar Two income taxes). The amendments introduce a mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules and disclosure requirements for the entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.

The mandatory temporary exception, the use of which is required to be disclosed, applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023, but not for any interim periods ending on or before 31 December 2023. These amendments did not impact the Interim Financials.

RISKS AND UNCERTAINTIES

For risks and uncertainties faced by the Company, please refer to the following disclosure documents filed on the Company’s profile on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov: annual MD&A for the year ended December 31, 2022 in the section titled “Risks and Uncertainties;” and, the Annual Information Form for the year ended December 31, 2022 in the section titled “Risk Factors.”

TECHNICAL INFORMATION AND QUALIFIED PERSON

Detailed scientific and technical information on the Caucharí-Olaroz project can be found in the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report entitled “Updated Feasibility Study and Reserve Estimation to Support 40,000 tpa Lithium Carbonate Production at Caucharí-Olaroz Salars, Jujuy Province, Argentina”. The technical report has an effective date of September 30, 2020, and was prepared by Ernest Burga, P.Eng., David Burga, P.Geo., Daniel Weber, P.G., RM-SME, Anthony Sanford, Pr.Sci.Nat., and Marek Dworzanowski, CEng, PrEng., each of whom is a “Qualified Person” for the purposes of NI 43-101 for the sections of the report that they are responsible for preparing and are independent of the Company. The scientific and technical information in this MD&A with respect to Caucharí-Olaroz has been reviewed and approved by Mr. Ernest Burga.

Detailed scientific and technical information on the Pastos Grandes project can be found in the NI 43-101 technical report dated June 16, 2023, titled “Lithium Resources Update, Pastos Grandes Project, Salta Province, Argentina”. The technical report has an effective date of April 30, 2023 and was prepared by Frederik Reidel, CPG, a “Qualified Person” for the purposes of NI 43-101 and is independent of the Company. The scientific and technical information in this MD&A with respect to Pastos Grandes has been reviewed and approved by Mr. Reidel.

Copies of the technical reports are available on the Company’s website at www.lithium-argentina.com and on the Company’s SEDAR+ profile at www.sedarplus.ca.

Further information about the Caucharí-Olaroz project, including a description of key assumptions, parameters, description of sampling methods, data verification and QA/QC programs, and methods relating to resources and reserves, factors that may affect those estimates, and details regarding development and the mine plan for the project, is available in the above-mentioned Cauchari-Olaroz technical report.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

Further information about the Pastos Grandes project, including a description of key assumptions, parameters, description of sampling methods, data verification and QA/QC programs, and methods relating to resources, factors that may affect those estimates, is available in the above-mentioned Pastos Grandes technical report.

Unless otherwise indicated, all mineral reserves and mineral resources estimates included in this MD&A have been prepared in accordance with NI 43-101 and the CIM Definition Standards adopted by the Canadian Institute of Mining, Metallurgy and Petroleum on May 10, 2014. These standards are similar to, but differ in some ways from, the requirements of the SEC that are applicable to domestic United States reporting companies and foreign private issuers not eligible for the multijurisdictional disclosure system adopted by the United States and Canada. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards under Subpart 1300 of Regulation S-K. Accordingly, information included in this MD&A that describes the Company's mineral reserves and mineral resources estimates may not be comparable with information made public by United States companies subject to the SEC’s reporting and disclosure requirements.

USE OF NON-GAAP FINANCIAL MEASURES AND RATIOS

The Company’s Q3 2023 financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. This MD&A refers to non-GAAP financial measures “working capital”, which is not a measure recognized under IFRS and does not have standardized meanings prescribed by IFRS or by Generally Accepted Accounting Principles (“GAAP”) in the United States.

This non-GAAP financial measure may not be comparable to similar measures used by other issuers.

“Working capital” is the difference between current assets and current liabilities. It is a financial measure that has been derived from the Company’s financial statements and applied on a consistent basis as appropriate. The Company discloses this financial measure because it believes it assists readers in understanding the results of the Company’s operations and financial position and provides further information about the Company’s financial results to investors.

These measures should not be considered in isolation or used in substitution for other measures of performance prepared in accordance with IFRS.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is recorded, processed, summarized and reported within the time periods specified by securities regulators and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is accumulated and communicated to the issuer’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management designed the disclosure controls and procedures to provide reasonable assurance that material information relating to the Company, including its consolidated subsidiaries, is made known to them on a timely basis. The Company’s management believes that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There have been no significant changes in our internal controls over financial reporting during the nine months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This MD&A 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 herein as “forward-looking information”). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Information concerning Mineral Resource and Mineral Reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information generally can be identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “propose,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

In particular, this MD&A contains forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: goals of the Company; development of the Caucharí-Olaroz project, including timing, progress, approach, continuity or change in plans, construction, commissioning, milestones, anticipated production and results thereof and expansion plans; plans at the Caucharí-Olaroz project to prioritize commissioning and the expected timing thereof; timing of completion of KCI plant; expected remaining funding commitments at the Caucharí-Olaroz project; expected timing of full capacity production at the Caucharí-Olaroz project and plans for additional production capacity; estimates, and any change in estimates, of the Mineral Resources and Mineral Reserves at the Company’s properties; development of Mineral Resources and Mineral Reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of Mineral Resources and Mineral Reserves estimates, including whether Mineral Resources that are not included in Mineral Reserves will ever be developed into Mineral Reserves, and information and underlying assumptions related thereto; the timing and amount of future production; expectations with respect to costs of production; liquidity outlook; use of proceeds from financing activities; currency exchange and interest rates; the Company’s ability to raise capital and the sufficiency of currently available funding; expected expenditures to be made by the Company on its properties; the timing, cost, quantity, capacity and product quality of production of the Caucharí-Olaroz Project, which is held and operated through an entity in Argentina that is 44.8% owned by the Company, 46.7% owned by Ganfeng and 8.5% owned by JEMSE; successful operation of the Caucharí-Olaroz project under its co-ownership structure; ability to produce battery grade lithium products; capital costs, operating costs, sustaining capital requirements, after tax net present value and internal rate of return, payback period, sensitivity analyses, and net cash flows of the Caucharí-Olaroz project; the Company’s share of the expected capital expenditures for the construction of the Caucharí-Olaroz project; expecting timing to complete project review, feasibility studies, development planning, evaluating opportunities for synergy, and reach a construction decision for the Pastos Grandes and Sal de la Puna projects; ability to achieve capital cost efficiencies; stability and inflation related to the Argentine peso, matters relating to the agreement reached by the Argentine government with the International Monetary Fund in respect of Argentina’s

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

external debt, whether the Argentine government implements additional foreign exchange and capital controls, and the effect of current or any additional regulations on the Company’s operations; and the successful integration and expected benefits of the acquisition of Arena Minerals, including opportunities for regional growth and development of the Pastos Grandes basin expected from the acquisition.

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to forward-looking information listed above, the Company has made assumptions regarding, among other things:

current technological trends;
a cordial business relationship between the Company and third party strategic and contractual partners, including the co-owners of the Caucharí-Olaroz Project;
ability of the Company to fund, advance and develop the Caucharí-Olaroz project and the impacts of the project when production commences;
ability of the Company to advance and develop the Pastos Grandes and Sal de la Puna projects;
the Company’s ability to operate in a safe and effective manner;
uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Argentina;
demand for lithium, including that such demand is supported by growth in the electric vehicle market;
the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry;
general economic conditions;
the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates;
stability and inflation of the Argentine peso, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current or any additional regulations on the Company’s operations;
the impact of unknown financial contingencies, including litigation costs, on the Company’s operations;
gains or losses, in each case, if any, from short-term investments in Argentine bonds and equities;
estimates of and unpredictable changes to the market prices for lithium products;
development and construction costs for the Caucharí-Olaroz project, and costs for any additional exploration work at the project;
estimates of Mineral Resources and Mineral Reserves, including whether Mineral Resources not included in Mineral Reserves will be further developed into Mineral Reserves;
reliability of technical data;
anticipated timing and results of exploration, development and construction activities, including the impact of any pandemic, war or other global events on such timing;

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY, LITHIUM AMERICAS CORP.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Expressed in US dollars, unless stated otherwise)

 

 

the Company’s ability to obtain additional financing on satisfactory terms or at all;
the ability to develop and achieve production at any of the Company’s mineral exploration and development properties;
the impact of inflation and other economic conditions on the Company’s business and global mark; and
accuracy of development budget and construction estimates.

Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information. The Company’s actual results could differ materially from those anticipated in any forward-looking information as a result of the risk factors set out herein and, in the Company’s latest AIF available on SEDAR+.

All forward-looking information contained in this MD&A is expressly qualified by the risk factors set out in the Company’s latest AIF, management information circular and this MD&A. Such risk factors are not exhaustive. The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this MD&A is expressly qualified in its entirety by this cautionary statement. Additional information about the above-noted assumptions, risks and uncertainties is contained in the Company’s filings with securities regulators, including our latest AIF and management information circular, which are available on SEDAR+.

 

 

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Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, John Kanellitsas, Chief Executive Officer of Lithium Americas (Argentina) Corp., certify the following:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Lithium Americas (Argentina) Corp. (the “issuer”) for the interim period ended September 30, 2023.

 

2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

1

 


5.1.
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013 COSO Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2.
ICFR – material weakness relating to design: N/A

 

5.3.
Limitation on scope of design: N/A

 

6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 7, 2023

 

“John Kanellitsas”

John Kanellitsas

Chief Executive Officer

 

2

 


Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Alex Shulga, Chief Financial Officer of Lithium Americas (Argentina) Corp., certify the following:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Lithium Americas (Argentina) Corp. (the “issuer”) for the interim period ended September 30, 2023.

 

2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

1


 

5.1.
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013 COSO Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2.
ICFR – material weakness relating to design: N/A
5.3.
Limitation on scope of design: N/A

 

6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: November 7, 2023

 

“Alex Shulga”

Alex Shulga

Chief Financial Officer

 

2


Exhibit 99.5

 

img28812978_0.jpg 

NEWS RELEASE

 

Lithium Argentina Reports Third Quarter 2023 Results

 

November 7, 2023 – Vancouver, Canada: Lithium Americas (Argentina) Corp. (TSX: LAAC) (NYSE: LAAC) (“Lithium Argentina or the Company”) has reported financial and operating results for the quarter ended September 30, 2023 (“Q3 2023”).

 

HIGHLIGHTS

Argentina

Caucharí-Olaroz

Caucharí-Olaroz Stage 1 ramp up to design capacity of 40,000 tonnes per annum (“tpa”) of battery-quality lithium carbonate is on track to be completed by mid-2024.
o
Production guidance reaffirmed at 5,000 tonnes of lithium carbonate in 2023.
First lithium carbonate was shipped from Argentina in early Q4 2023 with regular shipments ongoing.
o
During the ramp up, sales are based on market price for battery-quality lithium carbonate less a processing fee to remove the excess potassium chloride (“KCl”).
Completed the first train of the KCl plant with commissioning underway and second train expected to be completed during Q4 2023.
As of September 30, 2023, over 95% of the capital costs have been spent with Stage 1 construction substantially complete.
At current lithium carbonate prices and operating plans, the Company remains in a strong financial position and expects its remaining funding requirements for Caucharí-Olaroz to be less than $20 million, including working capital needs, during Stage 1 ramp up.

Pastos Grandes Basin

The Company continues integrating Pastos Grandes (100% interest) and Sal de la Puna (65% interest) which is expected to result in a larger scale and more optimized development plan.
o
The development plan for the Pastos Grandes Basin is expected to align with the ramp up of Caucharí-Olaroz Stage 1.

Corporate

On October 3, 2023, the Company implemented by way of a plan of arrangement a reorganization resulting in the separation of its Argentine and North American business units and the creation of Lithium Argentina and Lithium Americas (NewCo).
o
Following this reorganization, Lithium Argentina had cash and cash equivalents of $147.4 million, with an additional $75 million in an available and undrawn credit facility.
In August, Lithium Argentina published its ESG-S report, themed “Accelerating Toward a New Era of Sustainable Value” which reflects the Company’s commitment to creating sustainable value by being a safe, environmentally responsible, and inclusive lithium company.

 

 

 

 

 


 

 

 

 

 

TECHNICAL INFORMATION

 

The Technical Information in this news release has been reviewed and approved by Ernest Burga, P.Eng. with respect to Caucharí-Olaroz, and by Frederik Reidel, CPG with respect to Pastos Grandes, each of whom is a Qualified Person as defined by National Instrument 43-101 independent of the Company.

 

FINANCIAL RESULTS

 

Selected consolidated financial information is presented as follows:

 

(in US$ million except per share information)

Quarters ended September 30,

 

2023

 

2022

 

$

$

Expenses

(9.0)

 

 

(13.5)

Income/(loss) from continuing operations

 

6.8

 

 

(29.8)

Loss from discontinued operations

 

(0.2)

 

 

(11.2)

Net income/(loss)

6.6

 

 

(41.0)

Income/(loss) per share – basic and diluted

0.04

 

 

(0.30)

 

 

(in US$ million)

As at September 30, 2023

As at December 31, 2022

$

$

Cash and cash equivalents and short-term bank deposits

147.4

 

 

352.1

Total assets of continuing operations

1,063.4

 

 

1,016.5

Assets held for distribution

 

436.5

 

 

-

Total liabilities of continuing operations

(221.6)

 

 

(232.5)

Liabilities held for distribution

 

(23.6)

 

 

-

 

Net income in Q3 2023 versus loss in Q3 2022 is primarily due to lower share of loss of the Caucharí-Olaroz project, gain on change in fair value of the convertible note derivative liability versus a loss in the comparative period and higher finance income from interest on the loans to Exar Capital B.V. and interest earned on cash investments.

 

As at September 30, 2023, total assets increased primarily due to acquisition of Arena Minerals offset by a decrease in assets primarily due to classification of the North American business unit as held for distribution. Assets held for distribution as of September 30, 2023, were $436.5 million.

 

This news release should be read in conjunction with Lithium Argentina’s condensed consolidated interim financial statements and management's discussion and analysis for the quarter ended September 30, 2023, which are available on SEDAR+. All amounts are in U.S. dollars unless otherwise indicated.

 

 

 

 

 

 


 

 

 

 

 

ABOUT LITHIUM ARGENTINA

Lithium Argentina is a Canadian-based resource company focused on the advancement of significant lithium projects. The Company strives to operate under high environmental, social, governance and safety standards to foster the sustainable advancement of projects that support the vital lithium supply chain and the global transition to cleaner energy. The Caucharí-Olaroz project (“Caucharí-Olaroz”) is located in Jujuy province in the northwestern region of Argentina. Caucharí-Olaroz is a significant lithium brine project, which has achieved first lithium and continues to work towards reaching full production. The Company owns 44.8% of Caucharí-Olaroz through its ownership interest in Minera Exar S.A. (“Minera Exar”), a company incorporated under the laws of Argentina. The Company also has a pipeline of development and exploration stage projects, including the Pastos Grandes project (“Pastos Grandes”) and the Sal de la Puna project (“Sal de la Puna”), both of which are located in Salta Province in northwestern Argentina adjacent to Jujuy province where Caucharí-Olaroz is located. Pastos Grandes is a 100% owned development stage project held through the Company’s wholly-owned subsidiary Millennial Lithium Inc. (“Millennial”). Sal de la Puna is an exploration stage project in which the Company holds a 65% interest through the Company’s wholly-owned subsidiary Arena Minerals Inc. (“Arena Minerals”), acquired on April 20, 2023. The Company is advancing development plans for these assets, including evaluating opportunities to achieve synergies through joint development of the projects.

The Company currently trades on the TSX and on the NYSE, under the ticker symbol “LAAC.”

 

For further information contact:

Investor Relations

Telephone: +54-11-52630616

Email: ir@lithium-argentina.com

Website: www.lithium-argentina.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 herein as “forward-looking information”). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Forward-looking information generally can be identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “propose,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

In particular, this news release contains forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: goals of the Company; development of the Caucharí-Olaroz project, including timing of the ramp up to 40,000 tpa production capacity, timing of commissioning and ramp up of the KCI plant; production guidance for 2023; expected remaining funding commitments at the Caucharí-Olaroz project; expectations with respect to the development plan for Pastos Grandes, including without limitations any increase in scale and optimization resulting from possible integration with Sal de la Puna, and the expectation of alignment with Caucharí-Olaroz stage 1.

 

 

 

 

 


 

 

 

 

 

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to forward-looking information listed above, the Company has made assumptions regarding, among other things: current technological trends; a cordial business relationship between the Company and third party strategic and contractual partners, including the co-owners of the Caucharí-Olaroz project; ability of the Company to fund, advance and develop the Caucharí-Olaroz project the impacts of the project when full production commences; ability of the Company to advance and develop the Pastos Grandes and Sal de la Puna projects; the Company’s ability to operate in a safe and effective manner; uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Argentina; demand for lithium, including that such demand is supported by growth in the electric vehicle market; the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry; general economic conditions; the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates; stability and inflation of the Argentine peso, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current or any additional regulations on the Company’s operations; the impact of unknown financial contingencies, including litigation costs, on the Company’s operations; gains or losses, in each case, if any, from short-term investments in Argentine bonds and equities; estimates of and unpredictable changes to the market prices for lithium products; development and construction costs for the Caucharí-Olaroz project, and costs for any additional exploration work at the projects; uncertainties inherent to estimates of Mineral Resources and Mineral Reserves, including whether Mineral Resources not included in Mineral Reserves will be further developed into Mineral Reserves; reliability of technical data; anticipated timing and results of exploration, development and construction activities;; the Company’s ability to obtain additional financing on satisfactory terms or at all; the ability to develop and achieve production at any of the Company’s mineral exploration and development properties; the impact of inflationary and other conditions on the Company’s business and global mark; and accuracy of development budget and construction estimates.

Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information. The Company’s actual results could differ materially from those anticipated in any forward-looking information as a result of the risk factors set out herein and, in the Company’s, latest annual information form (“AIF”) available on SEDAR+.

All forward-looking information contained in this news release is expressly qualified by the risk factors set out in the Company’s latest AIF, management information circular and management discussion & analysis. Such risk factors are not exhaustive. The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement. Additional information about the above-noted assumptions, risks and uncertainties is contained in the Company’s filings with securities regulators, including our latest AIF and management information circular, which are available on SEDAR+ at www.sedarplus.ca.

 

 

 

 

 

 

 


 

Exhibit 99.6

 

CONSENT OF Ernest Burga

 

The undersigned hereby consents to (i) the inclusion in this Current Report on Form 6-K of Lithium Americas (Argentina) Corp. (the “Company”) of the references to the undersigned’s involvement in the preparation and review of the scientific and technical information derived from the Technical Report titled "Updated Feasibility Study and Mineral Reserve Estimation to Support 40,000 tpa Lithium Carbonate Production at the Cauchari-Olaroz Salars, Jujuy Province, Argentina", dated September 30, 2020, or disclosure related to such property, contained in the Company’s Management’s Discussion and Analysis for the nine months ended September 30, 2023 (the “Technical Information”) being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 6-K; and (ii) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s Registration Statement on Form F-10 (No. 333-269649), and any amendments thereto, filed with the SEC.

 

 

/s/Ernest Burga

 

Name: Ernest Burga

Date: November 7, 2023

 

 

 


 

Exhibit 99.7

 

CONSENT OF Frederik Reidel

 

The undersigned hereby consents to (i) the inclusion in this Current Report on Form 6-K of Lithium Americas (Argentina) Corp. (the “Company”) of the references to the undersigned’s involvement in the preparation and review of the scientific and technical information derived from the Technical Report titled "Lithium Resources Update Pastos Grandes Project, Salta Province, Argentina" with an effective date of April 30, 2023, or disclosure related to such project, contained in the Company’s Management’s Discussion and Analysis for the nine months ended September 30, 2023 (the “Technical Information”) being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 6-K; and (ii) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s Registration Statement on Form F-10 (No. 333-269649), and any amendments thereto, filed with the SEC.

 

 

/s/ Frederik Reidel

 

Name: Frederik Reidel

Date: November 7, 2023

 

 

 



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