Lithium Americas Corp. announced a private placement of subscription receipts for gross proceeds of $650,000,000 on January 30, 2023. The transaction will include participation from new investor General Motors Company. The company will receive $320 million in first tranche which will results on conversion of subscription receipts into common shares equivalent to 9.999% of Lithium Americas before separation and will receive $330 million in second tranche in the in the Lithium Americas Corp U.S. business following the separation of its U.S. and Argentine businesses. The company entered into master purchase agreement with GM.

The company will issue 15,002,243 subscription receipts in first tranche. Each subscription receipt will, upon satisfaction of escrow release conditions, convert into one common share and 79.26% of a Tranche 2 Alternative Exercise Warrant, with a Tranche 2 Alternative Exercise Warrant exercisable into a common share at a price of $27.74 for a term of 36 months. The conversion of the subscription receipts will result in the issuance of all shares issuable for the Tranche 1 and, through the shares issuable upon exercise of the Tranche 2 Alternative Exercise Warrant, the allocation of all shares issuable under the Tranche 2 subscription. The escrow release conditions for the subscription receipts include delivery of a ruling under the Thacker Pass Record of Decision appeal that does not result in vacatur of the Record of Decision, and conditions related to water rights transfer for Thacker Pass among other customary closing conditions. Upon satisfaction of the escrow release conditions and the issuance of the Tranche 1 shares, the parties will execute and deliver the Offtake Agreement and the Investor Rights Agreement. Off take prices will be based on a price formula linked to prevailing market prices.


The funds for the first tranche will be held in escrow until certain conditions are met, including the outcome of the Record of Decision ruling currently pending in U.S. District Court. If those conditions are met, the funds will be released, and GM will become a shareholder in Lithium Americas. The escrow release is expected to occur no later than the end of 2023. The second tranche investment is expected to be made into Lithium Americas' U.S.-focused lithium business following the separation of its U.S. and Argentina businesses and is contingent on similar conditions, including Lithium Americas securing sufficient capital to fund the development expenditures to support Thacker Pass. Completion of the transaction remains subject to customary regulatory approvals, including approval of the TSX and NYSE, and other customary closing conditions.



The terms of Binding Supply Agreement (?Offtake?) terms are 100% of lithium carbonate from Thacker Pass? Phase 1 production (40 ktpa capacity) with initial term of 10 years with a GM option for 5 additional years. GM will have a right of first offer on the offtake of Thacker Pass? phase 2 production.