Lithium Argentina AG

Corporate Developments

On January 22, 2021, the Company closed an underwritten public offering of US$400 million through the issuance of 18,181,818 Common Shares at a price of US$22.00 per share, including 2,272,727 Common Shares issued pursuant to the exercise of an over-allotment option granted to the underwriters. The offering was completed pursuant to an underwriting agreement dated January 20, 2021 with a syndicate of underwriters, who received a cash commission of 5.5% of the aggregate gross proceeds of the offering.

On December 6, 2021, the Company completed a private placement offering of US$225,000,000 aggregate principal amount of Convertible Notes. The Convertible Notes Offering was completed pursuant to a purchase agreement dated December 1, 2021 with a syndicate of initial purchasers. On December 9, 2021, the initial purchasers fully exercised the over-allotment option granted to them to purchase up to an additional US$33,750,000 aggregate principal amount of Convertible Notes until December 31, 2021, bringing the total size of the Convertible Notes Offering to US$258,750,000. The Company used a portion of the net proceeds from the Convertible Notes Offering to repay, in full, all outstanding principal amount plus accrued interest owing under its Amended Credit Facility, which has been terminated, and accordingly the Company has been released from all security and other obligations thereunder.

On January 30, 2023, the Company announced that it entered into a purchase agreement (the “GM Transaction Purchase Agreement”) with General Motors Holdings LLC (“GM”) pursuant to which GM agreed to make a US$650 million equity investment in the Company, to be used for the development of the Thacker Pass Project, now held by Lithium Americas (NewCo) (the “GM Transaction”). On February 16, 2023, the Company announced that it closed Tranche 1 of the GM Transaction, comprising a US$320 million investment, and the entering into of the Offtake Agreement and the Investor Rights Agreement. See “Material Contracts – GM Transaction Purchase Agreement” for further details regarding the GM

Transaction and the GM Transaction Purchase Agreement, and also see “Risk Factors – Risks Related to Our Business and Securities – Significant Shareholder and Commercial Relationship Risks”.

On October 3, 2023, the Company completed the Separation Transaction by way of a statutory plan of arrangement under the laws of British Columbia, in accordance with the terms of an amended and restated arrangement agreement (the “Arrangement Agreement”) dated June 14, 2023, between the Company and 1397468 B.C. Ltd., pursuant to which (among other things):

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The Company separated its previously-held North American business unit, comprised of a 100%-owned Thacker Pass lithium project in Humboldt County, Nevada, as well as investments in Green Technology Metals Ltd. and Ascend Elements, Inc., into 1397468 B.C. Ltd., now an independent public company named “Lithium Americas Corp.”

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The Company transferred US$275 million in cash to Lithium Americas (NewCo).

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The Company changed its name to “Lithium Americas (Argentina) Corp.”

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The Company retained its Argentine business unit, comprised of the 44.8% interest in the Caucharí-Olaroz Project, the 100%-owned Pastos Grandes Project and the 65% interest in the Sal de la Puna Project.

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Holders of the Company’s common shares prior to the Separation Transaction received one Common Share of the Company and one common share of Lithium Americas (NewCo) for each common share held immediately before the effective time of the Separation Transaction.

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The Company’s Common Shares concluded trading on the TSX and the NYSE under the symbol “LAC” and as at the start of trading on October 4, 2023, commenced trading on the TSX and the NYSE under the ticker symbol “LAAC”.

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The Company’s Board immediately following the Separation Transaction was comprised of John Kanellitsas, George Ireland, Franco Mignacco, Robert Doyle, Calum Morrison and Diego Lopez Casanello. For more information see “Directors and Officers” below.

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The Company’s officers immediately following the Separation Transaction included John Kanellitsas, Executive Chair, President and Interim Chief Executive Officer and Alex Shulga, Vice President and Chief Financial Officer. For more information see “Directors and Officers” below.

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GM’s Offtake Agreement was assigned to Lithium Americas (NewCo), and the Tranche 2 Warrants and the Tranche 2 subscription agreement ceased to have effect with respect to the Company, in accordance with their terms.

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The Convertible Notes remained obligations of the Company. The Separation Transaction constituted a Make-Whole Fundamental Change as defined in the Indenture. In addition, the Separation Transaction resulted in an adjustment to the conversion rate of the Convertible Notes. No Convertible Notes were surrendered for conversion into Common Shares in connection with the Separation Transaction.

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Holders of all DSUs, RSUs and PSUs of the Company received, in lieu thereof, equivalent incentive securities of the Company and of Lithium Americas (NewCo). Each old unit of the Company was replaced with one equivalent unit of Lithium Americas (NewCo) and 0.87 of a new unit of the Company.

On February 26, 2024, the Company announced the appointment of Samuel Pigott as President and Chief Executive Officer, effective on March 18, 2024, with John Kanellitsas, the Company’s former President and Interim Chief Executive Officer continuing in his role as Executive Chairman. Mr. Pigott was also appointed to the Company’s Board effective March 19, 2024. In addition, on March 19, 2024, the Company announced the appointment of Monica Moretto to the Board.