Lithium Americas Corp. (TSX:LAC) entered into a definitive arrangement agreement to acquire the remaining 82.14% stake in Arena Minerals Inc. (TSXV:AN) from a group of shareholders for approximately CAD 250 million on December 19, 2022. As per the terms of the transaction, Arena's shareholders (“Arena Shareholders”) will receive 0.0226 (the “Exchange Ratio”) of a Lithium Americas common share (a “LAC Share”) and CAD 0.0001 in cash for each Arena Share held. The Consideration to Arena implies a total equity transaction value (on a 100% basis) of CAD 311 million. As contemplated in the Arrangement Agreement, Arena and LAC on February 27, 2023, entered into an amendment to the Arrangement Agreement to amend certain items of the Arrangement predominantly to accommodate certain tax planning matters for LAC. Post deal completion, Arena Shareholders shall own approximately 5.7% stake in Lithium Americas. Upon closing of the Transaction, the Arena Shares are expected to be concurrently delisted from the TSXV. The delisting is conditional upon TSX-V approval. A termination fee of CAD 12.4 million payable by Arena to Lithium Americas in certain specified circumstances and a reverse termination fee of CAD 12.4 million payable by Lithium Americas to Arena in certain other specified circumstances.

The Transaction is subject to Arena Securityholder approval, receipt of certain regulatory and court approvals, including the approvals of the TSX, NYSE and the TSX Venture Exchange (“TSX-V”), any required approval under the Investment Canada Act, and other closing conditions customary in transactions of this nature. The Arena Board has unanimously approved the transaction. Arena appointed a special committee of independent directors to consider and make a recommendation to the board of directors of Arena with respect to the Transaction. As of March 2, 2023, interim order from the Ontario Superior Court of Justice has been obtained by Arena and Lithium Americas Corp. The Interim Order, among other things, authorizes Arena to call and hold a special meeting (the "Meeting") of the holders of: (i) the Arena Shares (the "Shareholders"); (ii) stock options (the "Optionholders"); and (iii) warrants (the "Warrantholders", together with the Shareholders and the Optionholders, the "Securityholders") to approve the Arrangement under the Business Corporations Act (Ontario). In accordance with the Interim Order, the Meeting will be held on April 6, 2023. The Arrangement must be approved by a special resolution at least 662/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, voting together as a single class with each Arena Share entitling the Shareholder to one vote. As of April 6, 2023, the transaction has been approved by shareholders of Arena Minerals. As of April 12, 2023, the Ontario Superior Court of Justice has granted the final order in connection with deal. Transaction is expected to close by Q3 2023. As of March 31, 2023, the transaction is expected to close in April 2023. As of April 12, 2023, the transaction is expected to be completed prior to the end of April 2023.

BMO Capital Markets is acting as financial advisor to Lithium Americas, and David Redford, André Boivin, Corinne Grigoriu and Davit Akman of Cassels Brock & Blackwell LLP is acting as Lithium Americas' legal advisor. Cormark Securities is acting as financial advisor to Arena, and Neville McClure of Stikeman Elliott LLP is acting as Arena's legal advisor. Stifel GMP is acting as financial advisor and fairness opinion provider to the Special Committee. KBW LLC acted as financial advisor to Special Committee of the Board of Directors of Arena Minerals. Computershare Investor Services Inc. acted as transfer agent and depositary to LAC and TSX Trust Company acted as transfer agent to Arena Minerals. Arena Minerals has engaged Carson Proxy Advisors, as its proxy solicitation agent, to assist in the solicitation of proxies with respect to the matters to be considered at the Meeting. For these services Carson Proxy Advisors will receive up to CAD 40,000 plus reimbursement for its out-of-pocket expenses.

Lithium Americas Corp. (TSX:LAC) completed the acquisition of the remaining 82.14% stake in Arena Minerals Inc. (TSXV:AN) from a group of shareholders on April 20, 2023.