Lithium Argentina AG

II. Composition

A.

The Committee will be composed of at least three Directors.

B.

All Committee members shall be independent in accordance with the requirement of Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, and the rules of the New York Stock Exchange.

C.

All Committee members will be financially literate as defined by applicable legislation, as determined by the Board. If, upon appointment, a member of the Committee is not financially literate as required, the person will be provided a three-month period to achieve the required level of literacy.

D.

At least one member of the Committee must have accounting or related financial management expertise, as determined by the Board.

E.

At least one member of the Committee must be an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have accounting or related financial management expertise.

F.

No member of the Committee may serve simultaneously on the Audit Committee of more than two other public companies without prior approval of the Board.

G.

The Board, at its organizational meeting held in conjunction with each annual general shareholders meeting, will appoint a Chair and the other Committee members for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee with Independent Directors.

H.

The Secretary of the Committee shall be elected by its members.

I.

A member shall cease to be a member of the Committee upon ceasing to be a Director of the Company.