Lithium Americas Corp. (TSX:LAC) submitted an unconditional offer to acquire Millennial Lithium Corp. (TSXV:ML) for approximately CAD 480 million on November 1, 2021.

Lithium Americas Corp. entered into a definitive arrangement agreement to acquire Millennial Lithium Corp. for approximately CAD 480 million on November 17, 2021.

Under the terms of the Offer on closing, each Millennial shareholder will receive CAD 4.70 per common share payable in Lithium Americas common shares and CAD 0.001 in cash per common share representing total consideration of approximately CAD 511.25 ($400 million). The purchase price under the new offer represents a premium of CAD 0.85 per Share (or 22.1%) to the consideration offered to Millennial's shareholders pursuant to the Contemporary Amperex Technology Co., Ltd. (CATL) agreement and a premium of CAD 1.01 per Share (or 27.4%) to the closing market price of the Shares as of October 29, 2021. Based on Lithium's closing price on October 29, 2021, this consideration would result in Millennial shareholders owning approximately 9.9% of Lithium Americas.

In addition, the new offer provides that the holders of the Millennial warrants, stock options, broker options, restricted stock units and performance share units will be entitled to receive Lithium shares on completion of the arrangement. The offer provides that Lithium Americas will, subject to certain conditions, reimburse Millennial for the termination fee of CAD 24.7623 million ($20 million) payable to CATL if the CATL agreement is terminated. Further details of the offer will be provided following the Matching Period if CATL does not exercise its Match Right, and the offer enters into a definitive agreement by Millennial with Lithium Americas.

Under the terms of the offer, Millennial will pay Lithium Americas a termination fee of CAD 25.56 million ($20 million) in certain specified circumstances and Lithium Americas will pay Millennial a reverse termination fee of CAD 25.56 million ($20 million), to be held in escrow, in certain specified circumstances. The board of directors of Millennial, after consultation with Millennial's financial and legal advisors, and after considering a recommendation from the Special Committee of the Millennial Board, has unanimously determined that the offer constitutes a “Superior Proposal” in accordance with the terms of the arrangement agreement between Millennial and CATL. The board of directors of Lithium Americas has unconditionally authorized and approved the offer.

As of December 6, 2021, Millennial is pleased to announce that it has received an interim order of the British Columbia Supreme Court authorizing and approving various matters in connection with the Arrangement under the Business Corporations Act (British Columbia) including the holding of a special meeting to approve the Arrangement. It is anticipated that the management information circular for the Meeting (the "Circular"), which contains further details of the Arrangement, will be mailed on or before December 15, 2021. As of January 5, 2022, approximately 98% of Millennial Lithium Corp.

shareholders and warrant holders voted in favor to approve the acquisition. As of January 11, 2022, Millennial Lithium Corp. obtained a final order from the Supreme Court of British Columbia approving the transaction.

As of January 11, 2022, all of the conditions to the completion of the Arrangement have been satisfied, excluding certain conditions that are intended to be satisfied or waived on or about the effective date of the Arrangement. The transaction is expected to close in January 2022. As of January 5, 2022, the closing of the transaction is expected to occur on or about January 25, 2022.

Greenhill & Co. Canada Ltd. served as a financial advisor to Lithium Americas. David Redford, Jeff Roy, John T.C. Christian, Jennifer Poirier, Florence Lau, John Norman and Alexander De Pompa, Corinne Grigoriu, Ashley Jung, Michael Osborne, Tegan O'Brien, Jared Enns, Randy Bassi, Angela He, Andy Pike, Saundra Johnson, Steven Henderson and Ilan Farber of Cassels Brock & Blackwell LLP served as a legal advisor to Lithium Americas.

Credit Suisse Securities (Canada), Inc. served as a financial advisor to Millennial. Dentons Canada LLP served as a legal advisor to Millennial. Sprott Inc. is acting as financial advisor to the Special Committee.

Sprott Capital Partners LP is serving as fairness opinion provider to Millennial. Dorsey & Whitney LLP acted as legal advisor to Lithium Americas Corp.