Lithium Americas (LAC) Announces Intention to Separate into Two Leading Lithium Companies

Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) ("Lithium Americas" or the "Company") is pleased to announce that, after months of review by the Company, along with its advisors and the Board of Directors, it intends to advance a reorganization that will result in the separation of its North American and Argentine business units into two independent public companies (the “Separation”). The Separation will establish two separate companies that include:

• An Argentina focused lithium company (“Lithium International”) owning Lithium Americas’ current interest in its Argentine lithium assets, including the near-production Caucharí-Olaroz lithium brine project in Jujuy, Argentina (“Caucharí-Olaroz”); and
• A North America focused lithium company (“Lithium Americas (NewCo)”) owning the Thacker Pass lithium project in Humboldt County, Nevada (“Thacker Pass”) and the Company’s North American investments.

“Following a comprehensive review of the merits of separating Lithium Americas into two public entities, we have reinforced our beliefs that separating the North American and Argentine businesses will facilitate unlocking the full potential of their significant asset base to deliver maximum value to our shareholders and other stakeholders,” said Jonathan Evans, President and CEO. “Upon completion of the Separation, Lithium Americas shareholders will retain ownership in two leading lithium businesses – one of the largest known lithium developments in North America, which is central to the U.S. domestic supply chain, and a near-term producing portfolio with significant growth from two high-quality projects in Argentina.”

TWO INDEPENDENT COMPANIES WITH INDUSTRY-LEADING LITHIUM ASSETS

Upon completion of the Separation, Lithium International will continue to hold the Company’s 44.8% interest in Caucharí-Olaroz and 100% interest in the Pastos Grandes lithium brine project in Salta, Argentina (“Pastos Grandes”). It will also hold the Company’s approximately 17% investment in Arena Minerals Inc. (TSX-V: AN) (“Arena Minerals”).

Meanwhile, Lithium Americas (NewCo) will hold the Company’s 100% interest in Thacker Pass, one of the most advanced lithium projects currently known to be under development in the U.S., as well as the Company’s investments in Green Technology Metals Limited (ASX: GT1) and Ascend Elements, Inc.

BENEFITS OF SEPARATION

The Company has two distinct industry-leading business units in its current portfolio, each of which has assets with significant value to be unlocked. Through a separation of the North American and Argentine focused business units, each are expected to benefit from strategic focus and enhanced operating flexibility to drive long-term growth and value.

Lithium Americas (NewCo) shareholders will benefit from the value created by financing and developing one of the largest lithium resources in the U.S. The Company is moving Thacker Pass towards production and has received all federal and state permits needed to commence construction, with a ruling on the Record of Decision appeal expected in early 2023. On July 20, 2022, the Company celebrated the inauguration of its Lithium Technical Development Center in Reno, Nevada (“LiTDC”), which was developed to demonstrate the processing of Thacker Pass ore. The LiTDC achieved battery-quality specifications with product samples being produced for potential customers and partners. Thacker Pass is aligned with the U.S. national agenda to enhance domestic supply of critical minerals and has the potential to be a leading near-term source of lithium for the North American battery supply chain.Lithium International will be focused on ramping up Caucharí-Olaroz to bring Stage 1 operations of 40,000 tonnes per annum lithium carbonate to production in the first half of 2023. Once at full capacity, Caucharí-Olaroz will be the largest known new battery-quality lithium carbonate brine operation to come into production in over 20 years. Lithium International will also be focused on further maximizing shareholder value within its Argentinian portfolio from a Stage 2 expansion at Caucharí-Olaroz and advancing regional growth opportunities through Pastos Grandes and the Company’s collaboration with Arena Minerals.

SEPARATION PROCESS

It is anticipated that the Separation will be completed by way of Plan of Arrangement under the laws of British Columbia, with each shareholder of the Company retaining their proportionate interest in shares of the Company, which would become Lithium International, and receiving newly issued shares of Lithium Americas (NewCo) in proportion to their then-current ownership of the Company.

The Company is preparing to file an application to the Canada Revenue Agency (“CRA”) to confirm the Separation by way of a spin-off of Lithium Americas (NewCo) will occur on a tax-deferred basis for the purposes of the Income Tax Act (Canada). The Company also intends for the Separation to occur on a tax-deferred basis for shareholders resident in the U.S. for U.S. federal income tax purposes. The execution plan currently provides for completion of the Separation by the end of 2023.

Lithium Americas (NewCo) and Lithium International are expected to build on the teams already in place in North America and Argentina. Jonathan Evans intends to remain the President and CEO of Lithium Americas (NewCo).

An execution plan will be released as the details of the Separation are finalized, including the formal naming of the two separated companies, allocation of the assets, liabilities and capital structures, listing information, governance structures, as well as their respective Boards of Directors and senior management teams.

The Separation will be subject to customary conditions and approvals, including completion of an Arrangement Agreement and Plan of Arrangement, receipt of the CRA ruling, the receipt of all required third party, court, tax, stock exchange and regulatory approvals and the final approval of each the Company’s Board of Directors and shareholders at a meeting expected to be held to consider the Separation transaction.

BMO Capital Markets is serving as the financial advisor and McCarthy Tétrault LLP, Cassels Brock & Blackwell LLP, and Weil, Gotshal & Manges LLP are serving as the legal counsel to the Company through the Separation process.

Until the Separation is complete, Lithium Americas will continue to operate as a single company.

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