Lithium Americas Corp. (TSX: LAC) (NYSE: LAC)
(“Lithium Americas” or the
“Company”) today announced that it proposes to
offer US$225,000,000 aggregate principal amount of convertible
senior notes due 2027 (the “
Notes” and the
“
Offering”), subject to market conditions and
other factors. The Company intends to grant the initial purchasers
of the Notes an option to purchase up to an additional
US$33,750,000 aggregate principal amount of Notes, exercisable in
whole or in part at any time until 30 days after the closing of the
Offering.
The Notes will be unsecured and will accrue
interest payable semi-annually in arrears and will mature on
January 15, 2027, unless earlier repurchased, redeemed or
converted.
The Notes will be convertible at the option of
holders, prior to the close of business on the business day
immediately preceding October 15, 2026, only under certain
circumstances and during certain periods, and thereafter, at any
time until the close of business on the business day immediately
preceding the maturity date. Upon conversion, the Notes may be
settled, at the Company’s election, in cash, common shares
(“Common Shares”) of the Company or a combination
thereof. The Notes will not be redeemable at the Company’s option
prior to December 6, 2024, except upon the occurrence of certain
tax law changes. On or after December 6, 2024, the Notes will be
redeemable at the Company’s option if the last reported sale price
of the Common Shares has been at least 130% of the conversion price
then in effect for at least 20 trading days (whether or not
consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which
the Company provides notice of redemption at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date.
If the Company undergoes a fundamental change,
holders of the notes will have the right to require the Company to
repurchase for cash all or a portion of their notes at 100% of
their principal amount, plus any accrued and unpaid interest to,
but excluding, the fundamental change repurchase date. The Company
will also be required, in certain circumstances, to increase the
conversion rate for a holder who elects to convert its notes in
connection with certain corporate events or during a redemption
period.
The interest rate, initial conversion rate and
other terms of the Notes will be determined at the time of pricing
of the Offering.
Completion of the Offering will be subject to
various conditions, including the approval of the Toronto Stock
Exchange (the “TSX”) and the New York Stock
Exchange (the “NYSE”). For the purposes of TSX
approvals in connection with the Offering, the Company intends to
rely on the exemption set forth in Section 602.1 of the TSX Company
Manual, which provides that the TSX will not apply its standards to
certain transactions involving eligible interlisted issuers on a
recognised exchange, such as the NYSE.
The Company intends to use the net proceeds from
the Offering to repay its indebtedness, including certain amounts
owing under its amended and restated credit and guarantee agreement
dated July 14, 2017 between the Company (as borrower) and 2265866
Ontario Inc., Lithium Nevada and KV Project LLC (as guarantors),
BCP Innovation PTE. Ltd. (an affiliate of Bangchak Public Company
Ltd.) and Ganfeng Lithium Co. Ltd. (as lenders), BNY Trust Company
of Canada (as the administrative agent for the lenders) and The
Bank of New York Mellon (as the U.S. Collateral Agent for the
lenders), and for general corporate purposes.
The Notes will be offered on a private placement
basis and will not be offered by way of a prospectus in Canada, the
U.S., or any other jurisdiction. The Notes and the distribution of
Common Shares issuable upon conversion of the Notes have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), or any state
securities laws and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the rules promulgated thereunder and applicable state securities
laws. The Notes will be offered (i) to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act and (ii) outside the United States to non-U.S.
persons in reliance on Rule 903 of Regulation S under the
Securities Act, and, in the case of offers in Canada, to persons
who are “accredited investors” and “permitted clients” within the
meaning of Canadian securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer, solicitation or sale
in the United States or in any other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration and qualification under the securities laws of such
state or jurisdiction. The Offering may be made only by means of an
offering memorandum.
ABOUT LITHIUM AMERICAS
Lithium Americas is a development-stage company
with projects in Jujuy, Argentina and Nevada, United States.
Lithium Americas trades on both the Toronto Stock Exchange and on
the New York Stock Exchange, under the ticker symbol “LAC”.
For further information contact:
Investor RelationsTelephone: 778-656-5820Email:
ir@lithiumamericas.comWebsite: www.lithiumamericas.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
Certain statements in this release constitute
“forward-looking statements” within the meaning of applicable
United States securities legislation and “forward-looking
information” under applicable Canadian securities legislation
(collectively, “forward-looking statements”). Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or
achievements of the Company, its projects, or industry results, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such statements can be identified by the use of words
such as “may”, “would”, “could”, “will”, “intend”, “expect”,
“believe”, “plan”, “anticipate”, “estimate”, “scheduled”,
“forecast”, “predict” and other similar terminology, or state that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved. These statements reflect
the Company’s current expectations regarding future events,
financial or operating performance and results, and speak only as
of the date of this release. Such statements include without
limitation, the Company’s expectations with respect to the form and
terms of the Offering, completion of the Offering, and the expected
use of proceeds therefrom.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to, risks related to the
Company’s ability to consummate the Offering on the terms described
or at all; the fact that the Company’s management will have broad
discretion in the use of certain of the proceeds from the Offering;
uncertainty regarding the stable and supportive legislative,
regulatory and community environment in the jurisdictions where the
Company operates, or the enforcement of such laws and regulations
by the applicable authorities; the failure of parties to contracts
with the Company to perform as agreed; social or labour unrest;
risks relating to general economic conditions; changes in commodity
prices, including the market price of lithium; the impact of
COVID-19 on the Company’s business; anticipated timing and results
of exploration, development and construction activities; and the
Company’s ability to develop and achieve production at any of the
Company’s mineral exploration and development properties, and to
deliver anticipated results or results that would justify and
support continued exploration, studies, development or operations.
Additional information about these assumptions and risks and
uncertainties is contained in the Company’s filings with securities
regulators, including the Company’s most recent annual information
form and most recent management’s discussion and analysis for our
most recently completed financial year and interim financial
period, which are available on SEDAR at www.sedar.com and EDGAR at
www.sec.gov.
Although the forward-looking statements
contained in this release are based upon what management of the
Company believes are reasonable assumptions, there can be no
assurance that actual results will be consistent with these
forward-looking statements. These forward-looking statements are
made as of the date of this release and are expressly qualified in
their entirety by this cautionary statement. Subject to applicable
securities laws, the Company does not assume any obligation to
update or revise the forward-looking statements contained herein to
reflect events or circumstances occurring after the date of this
release.
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