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6-K 1 laac_6k_q1-2024.htm 6-K 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: May 2024

Commission file number: 001-38350

Lithium Americas (Argentina) Corp.

(Translation of Registrant’s name into English)

900 West Hastings Street, Suite 300,

Vancouver, British Columbia,

Canada V6C 1E5

 

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover:

Form 20-F [ ] Form 40-F [X]


 

 


INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, and 99.6 to this Form 6-K of Lithium Americas (Argentina) Corp. (the "Company") are hereby incorporated by reference as exhibits to the Registration Statement on Form F-10 (File No. 333- 269649) of the Company, as amended or supplemented.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Lithium Americas (Argentina) Corp.

(Registrant)

 

By:

“Samuel Pigott”

Name:

Samuel Pigott

Title:

President and Chief Executive Officer

 

Dated: May 13, 2024

 


EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2024

 

 

 

99.2

 

Management’s Discussion and Analysis for the three months ended March 31, 2024

 

 

 

99.3

 

CEO Certification

 

 

 

99.4

 

CFO Certification

 

 

 

99.5

 

News Release dated May 13, 2024

 

 

 

99.6

 

Consent of Ernest Burga

 

 

 

 

 

 

 

 

 

 


EX-99.1 2 laac-ex99_1.htm EX-99.1 EX-99.1

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Expressed in thousands of US dollars)

 

March 31,

December 31,

January 1,

Note

2024

2023

2023

Restated *

Restated *

$

$

$

CURRENT ASSETS

Cash and cash equivalents

5

86,199

122,293

194,471

Short-term bank deposits

-

-

157,631

Prepayments to Minera Exar for lithium carbonate purchases

7

-

6,673

-

Receivables from purchasers for lithium carbonate

7

9,009

-

-

Other receivables, prepaids and deposits

3,586

4,609

3,990

98,794

133,575

356,092

NON-CURRENT ASSETS

Associates and other investments

-

-

31,343

Investment in Sal de la Puna Project

6

180,998

181,270

-

Loans to Exar Capital

7

358,012

320,869

223,122

Investment in Cauchari-Olaroz Project

7

48,022

59,581

41,507

Long-term receivable from JEMSE

7,394

7,394

6,813

Property, plant and equipment

8

9,796

9,245

9,026

Exploration and evaluation assets

9

343,092

343,092

348,645

947,314

921,451

660,456

TOTAL ASSETS

1,046,108

1,055,026

1,016,548

CURRENT LIABILITIES

Accounts payable and accrued liabilities

7,311

9,649

16,540

Payable to Minera Exar for lithium carbonate purchases

7

5,448

-

-

Customer advances

7

-

2,322

-

Current portion of long-term liabilities

1,544

2,608

3,105

Current liabilities excluding equity-settleable convertible notes

14,303

14,579

19,645

Equity-settleable convertible notes

10

200,483

200,361

204,472

214,786

214,940

224,117

NON-CURRENT LIABILITIES

Deferred income tax liability

10,750

10,659

-

Decommissioning provision

-

-

478

Other liabilities

446

496

7,951

11,196

11,155

8,429

TOTAL LIABILITIES

225,982

226,095

232,546

SHAREHOLDERS’ EQUITY

Share capital

1,477,201

1,475,930

1,029,485

Contributed surplus

17,785

17,678

30,226

Accumulated other comprehensive loss

(3,487

)

(3,487

)

(3,487

)

Deficit

(671,373

)

(661,190

)

(272,222

)

TOTAL SHAREHOLDERS’ EQUITY

820,126

828,931

784,002

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

1,046,108

1,055,026

1,016,548

 

*The comparative information has been reclassified as a result of the application of amendments to IAS 1 as discussed in Note 3.

 

Approved for issuance on May 13, 2024

 

On behalf of the Board of Directors:

 

“Robert Doyle”

 

“George Ireland”

Director

 

Director

 

 

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1

 

 


 

LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

 

Three Months Ended March 31,

Note

2024

2023

$

$

EXPENSES

Exploration and evaluation expenditures

14

(3,085

)

(1,975

)

General and administrative

13

(4,050

)

(4,344

)

Equity compensation

11

(1,378

)

(792

)

Share of loss of Cauchari-Olaroz Project

7

(11,987

)

(2,211

)

Share of loss of Arena Minerals

-

(370

)

Share of loss of Sal de la Puna Project

6

(272

)

-

(20,772

)

(9,692

)

OTHER ITEMS

Transaction costs

(746

)

(1,810

)

Gain on financial instruments measured at fair value

10

4,743

1,322

Finance costs

15

(6,015

)

(5,367

)

Foreign exchange gain

18

479

1,582

Finance and other income

16

12,219

10,843

10,680

6,570

LOSS FROM CONTINUING OPERATIONS BEFORE TAXES

(10,092

)

(3,122

)

Tax expense

(91

)

-

LOSS FROM CONTINUING OPERATIONS

(10,183

)

(3,122

)

LOSS FROM DISCONTINUED OPERATIONS

4

-

(3,277

)

NET LOSS

(10,183

)

(6,399

)

TOTAL COMPREHENSIVE LOSS

(10,183

)

(6,399

)

BASIC AND DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS

Loss per share - basic

(0.06

)

(0.02

)

Loss per share - diluted

(0.06

)

(0.02

)

BASIC AND DILUTED LOSS PER SHARE FROM DISCONTINUED OPERATIONS

Loss per share - basic

-

(0.02

)

Loss per share - diluted

-

(0.02

)

BASIC AND DILUTED LOSS PER SHARE TOTAL

Loss per share - basic

(0.06

)

(0.04

)

Loss per share - diluted

(0.06

)

(0.04

)

Weighted average number of common shares outstanding - basic and diluted total

160,767

142,801

 

 

 

 

 

 

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2

 

 


 

LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(Expressed in thousands of US dollars, shares in thousands)

 

Share capital

Number

Amount

Contributed

surplus

Accumulated other comprehensive loss

Deficit

Shareholders’

equity

of shares

$

$

$

$

$

Authorized share capital:

Unlimited common shares without par value

Balance December 31, 2022

135,035

1,029,485

30,226

(3,487

)

(272,222

)

784,002

Shares issued on conversion of RSUs, DSUs and exercise of stock options

1,026

4,336

(4,180

)

-

-

156

Shares issued pursuant to the GM investment

15,002

286,954

-

-

-

286,954

Share issuance costs

(15,217

)

-

(15,217

)

Equity compensation

-

-

1,244

-

-

1,244

RSUs issued in lieu of accrued bonuses

-

-

3,109

-

-

3,109

Net loss

-

-

-

-

(6,399

)

(6,399

)

Balance March 31, 2023

151,063

1,305,558

30,399

(3,487

)

(278,621

)

1,053,849

Balance, December 31, 2023

160,679

1,475,930

17,678

(3,487

)

(661,190

)

828,931

Shares issued on conversion of RSUs, DSUs, PSUs, and exercise of stock options

421

1,271

(1,271

)

-

-

-

Equity compensation (Note 11)

-

-

1,378

-

-

1,378

Net loss

-

-

-

-

(10,183

)

(10,183

)

Balance March 31, 2024

161,100

1,477,201

17,785

(3,487

)

(671,373

)

820,126

 

 

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in thousands of US dollars)

 

Three Months Ended March 31,

Note

2024

2023

$

$

OPERATING ACTIVITIES

Loss from continuing operations

(10,183

)

(3,122

)

Loss from discontinued operations

-

(3,277

)

Consolidated net loss

(10,183

)

(6,399

)

Items not affecting cash and other items:

Equity compensation

11

1,378

1,147

Depreciation

228

377

Deferred tax expense

91

-

Foreign exchange gain

(479

)

(1,582

)

Share of loss of Cauchari-Olaroz Project

7

11,987

2,211

Share of loss of Arena Minerals

-

370

Share of loss of Sal de la Puna Project

6

272

-

Gain on financial instruments measured at fair value

10

(4,743

)

(1,321

)

Other items

(5,164

)

(2,617

)

Payment of interest on the convertible notes and debt facilities

10

(2,264

)

(2,264

)

Changes in non-cash working capital items:

Increase in receivables, prepaids and deposits

(7,706

)

(148

)

Increase in accounts payable and accrued liabilities

4,053

6,131

Decrease in net prepayments made for lithium carbonate

4,351

-

Cash used in operating activities of continuing operations

(8,179

)

(818

)

Cash used in operating activities of discontinued operations

-

(18,209

)

Net cash used in operating activities

(8,179

)

(19,027

)

INVESTING ACTIVITIES

Loans to Exar Capital

7

(26,925

)

(37,730

)

Contribution to Investment in Cauchari-Olaroz project

7

(428

)

(716

)

Proceeds from withdrawal of short-term bank deposits

-

75,000

Additions to exploration and evaluation assets

-

(161

)

Additions to property, plant and equipment

(779

)

(1,809

)

Cash (used)/provided by investing activities of continuing operations

(28,132

)

34,584

Cash used in investing activities of discontinued operations

-

(9,773

)

Net cash (used)/provided by investing activities

(28,132

)

24,811

FINANCING ACTIVITIES

Proceeds from equity awards exercises

-

156

Other

(262

)

278

Cash (used)/provided by financing activities of continuing operations

(262

)

434

Cash provided by financing activities of discontinued operations

-

319,796

Net cash (used)/provided by financing activities

(262

)

320,230

Effect of foreign exchange on cash

479

1,582

CHANGE IN CASH AND CASH EQUIVALENTS

(36,094

)

327,596

CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD

122,293

194,471

CASH AND CASH EQUIVALENTS - END OF THE PERIOD

86,199

522,067

 

 

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4

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

1. NATURE OF OPERATIONS

Lithium Americas (Argentina) Corp. (“Lithium Argentina”, the “Company” or “LAAC”), formerly Lithium Americas Corp. (“Lithium Americas” or “LAC”), is a Canadian-based resource company focused on advancing the Cauchari-Olaroz project (“Cauchari-Olaroz”) to full production. Cauchari-Olaroz is a lithium brine project located in the Salar de Olaroz and Salar de Cauchari in Jujuy province, north-western Argentina. The Company also owns the Pastos Grandes lithium project (“Pastos Grandes”) acquired through the acquisition of Millennial Lithium Corp. (“Millennial”) on January 25, 2022, and a 65% ownership interest in the Sal de la Puna project (“Sal de la Puna”), owned by the Company’s wholly-owned subsidiary Arena Minerals Inc. (“Arena Minerals”) acquired on April 20, 2023. Pastos Grandes and Sal de la Puna are lithium brine projects located in Salta province, in north-western Argentina.

The Company’s interest in Cauchari-Olaroz is held through a 44.8% ownership interest in Minera Exar S.A. (“Minera Exar”), a company incorporated under the laws of Argentina. Ganfeng Lithium Co. Ltd. (“Ganfeng”) owns 46.7% of Minera Exar with the remaining 8.5% interest held by Jujuy Energia y Mineria Sociedad del Estado (“JEMSE”), a mining investment company owned by the provincial government of Jujuy. Cauchari-Olaroz is in the commissioning stage and achieved first lithium production as part of commissioning in June 2023.

 

On March 5, 2024, the Company announced execution of a definitive agreement with a subsidiary of Ganfeng whereby Ganfeng agrees to acquire $70,000 in newly issued shares of Proyecto Pastos Grandes S.A. (“PGCo”) (the “Pastos Grandes Transaction"), the Company’s indirect wholly-owned Argentinian subsidiary holding the Pastos Grandes project in Salta, Argentina, which is expected to represent an approximate 15% interest in PGCo and the Pastos Grandes project. The Pastos Grandes Transaction is subject to applicable regulatory approvals and other closing conditions and is expected to be completed in mid-2024.

On July 31, 2023, at the annual, general and special meeting of the Company, the Company’s shareholders approved the separation of Lithium Americas into Lithium Americas (Argentina) Corp. and a new Lithium Americas Corp. (“Lithium Americas (NewCo)”), pursuant to a statutory plan of arrangement (the “Separation”). The Separation was completed on October 3, 2023, pursuant to a final order dated August 4, 2023, from the Supreme Court of British Columbia approving the plan of arrangement. As a result of the transaction, on October 3, 2023, the Company transferred its North American business, including, among other assets, the Thacker Pass Project (“Thacker Pass”) and $275,499 of cash to Lithium Americas (NewCo), and the Company changed its name to Lithium Americas (Argentina) Corp. (Note 4).

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) under the symbol “LAAC”. The Company’s head office and principal address is Suite 300, 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5.

To date, the Company has not generated significant revenues from operations and has relied on equity and other financings to fund operations. The underlying values of exploration and evaluation assets are dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, and the ability of the Company to obtain the necessary financing to complete permitting and development, and to attain future profitable operations.

 

 

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5

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

2. BASIS OF PREPARATION AND PRESENTATION

 

These condensed consolidated interim financial statements of the Company (“Interim Financials”) have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting. The Interim Financials should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2023 (the “2023 Annual Financials”), which have been prepared in accordance with IFRS Accounting Standards.

The Interim Financials are expressed in United State dollars (“US$”), the Company’s presentation currency. The same accounting policies and methods of computation have been used in the Interim Financials and 2023 Annual Financials other than those disclosed in Note 3.

 

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

Estimation Uncertainty and Accounting policy judgments

The preparation of these Interim Financials in conformity with IFRS Accounting Standards applicable to the preparation of interim financial statements requires judgments, estimates, and assumptions that affect the amounts reported. Those estimates and assumptions concerning the future may differ from actual results. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The nature and number of significant estimates and judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty are substantially the same as those that management applied to the 2023 Annual Financials.

New IFRS Pronouncements

Amendments to IAS 1 – Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The Company adopted these amendments effective January 1, 2024, applied them retrospectively as required by the transitional provisions of the amendments and included restated consolidated statements of financial position for the comparative periods ended December 31, 2023, and January 1, 2023.

Amendments to IAS 1 resulted in a reclassification of equity-settleable convertible notes from non-current liabilities to current liabilities as at January 1, 2023 and December 31, 2023. The convertible notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the convertible notes would be convertible at the option of the holders and upon conversion, the convertible notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. As a result, the Company does not have the right to defer settlement of the convertible notes for more than 12 months after the end of the reporting periods (Note 10).

 

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6

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes.

In addition, there are consequential amendments to other accounting standards; some requirements previously included in IAS 1 have been moved to IAS 8 and limited amendments have been made to IAS 7 and IAS 34. IFRS 18 is effective for the reporting period beginning on or after January 1, 2027, with early application permitted. Retrospective application is required in both annual and interim financial statements. The Company has not yet applied this standard, and the application of this standard will have an impact on the presentation of the Company’s financial statement.

4. DISTRIBUTED OPERATIONS

Upon completion of the Separation on October 3, 2023, the Company transferred its North American business, including, among other assets, its Thacker Pass Project and $275,499 of cash to Lithium Americas (NewCo). Pursuant to the plan of arrangement, each shareholder received one common share of Lithium Argentina and one common share of Lithium Americas (NewCo) in exchange for each common share of the Company previously held. The Company has no further interest in Lithium Americas (NewCo) subsequent to the Separation. As part of the approval of the Separation, the Company’s shareholders also approved amendments to the equity incentive plan to allow holders of restricted share units, performance share units and deferred share units to receive on Separation one similar instrument in each of Lithium Argentina (subject to adjustment) and Lithium Americas (NewCo).

The distributed operations have been presented and accounted for using IFRS 5, Non-Current Assets Held for Sales and Discontinued Operations, and IFRIC 17, Distribution of Non-Cash Assets to Owners. Under this guidance, a dividend was recognized in deficit measured at the fair value of the net assets distributed with a corresponding dividend payable. The dividend payable was then settled through the distribution of the net assets. The fair value of the net assets distributed was $1,680,501, determined based on the share price of Lithium Americas (Newco) on October 4, 2023. The difference of $1,267,552 between the fair value of the dividend and the carrying value of the net assets was recognized as a gain on distribution of assets within discontinued operations during the year ended December 31, 2023.

 

 

 

 

 

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LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

4. DISTRIBUTED OPERATIONS (continued)

The results and cash flows of Lithium Americas (NewCo) presented as discontinued operations are as follows:

 

Three Months Ended March 31,

2024

2023

$

$

EXPENSES

Exploration and evaluation expenditures

-

(5,626

)

General and administrative

-

(1,614

)

Equity compensation

-

(195

)

-

(7,435

)

OTHER ITEMS

Transaction costs

-

(4,028

)

Gain on financial instruments measured at fair value

-

8,246

Finance costs

-

(69

)

Other income

-

9

-

4,158

LOSS FROM DISCONTINUED OPERATIONS

-

(3,277

)

 

 

Three Months Ended March 31,

2024

2023

$

$

Cash used in operating activities of discontinued operations

-

(18,209

)

Cash used in investing activities of discontinued operations

-

(9,773

)

Cash provided by financing activities of discontinued operations

-

319,796

 

 

5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents

 

March 31, 2024

December 31, 2023

$

$

Cash

86,199

42,169

Cash equivalents

-

80,124

86,199

122,293

 

As at March 31, 2024, $1,810 of cash and cash equivalents was held in Canadian dollars (December 31, 2023 – $2,438), $83,684 in US dollars (December 31, 2023 – $119,569) and $705 were held in Argentine Pesos (December 31, 2023 – $286).

 

 

 

 

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8

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

 

6. INVESTMENT IN SAL DE LA PUNA

 

On April 20, 2023, the Company completed the acquisition of Arena Minerals that owns 65% of Sal de la Puna through a joint venture interest in Sal de la Puna Holdings Ltd., the 100% owner of Argentine entity, Puna Argentina S.A.U. (“PASA”), the owner of the claims forming part of the Sal del la Puna Project.

 

The remaining 35% of PASA is owned by joint venture partner Ganfeng New Energy Technology Development (Suzhou) Co., Ltd. Therefore, after the acquisition of Arena Minerals, the Company holds a 65% ownership interest in the Sal de la Puna Project covering approximately 13,200 hectares of the Pastos Grandes Basin.

The Company’s 65% ownership interest in Sal de la Puna is considered to be a joint venture and accounted for using the equity method of accounting. Changes in the investment balance are summarized below:

 

$

Investment in Sal de la Puna, as at December 31, 2023

181,270

Share of loss of Sal de la Puna

(272

)

Investment in Sal de la Puna, as at March 31, 2024

180,998

 

 

7. INVESTMENT IN CAUCHARI-OLAROZ PROJECT

As at March 31, 2024, the Company, Ganfeng and JEMSE are 44.8%, 46.7% and 8.5% shareholders, respectively, of Minera Exar, the company that holds all rights, title and interest in and to Cauchari-Olaroz, which is located in the Jujuy province of Argentina. The Company and Ganfeng are parties to a shareholders’ agreement concerning management of the project and are entitled to the project’s production offtake on a 49%/51% basis. Construction costs are also shared on the same 49%/51% pro rata basis between the Company and Ganfeng. The shareholders’ agreement regulates key aspects of governance of the project, which provides the Company with significant influence over Minera Exar and strong minority shareholder protective rights.

In addition, the Company and Ganfeng are 49% and 51% shareholders, respectively, in Exar Capital, a company that provides financing to Minera Exar for the purpose of advancing construction of Cauchari-Olaroz (the investment in Minera Exar and investment in Exar Capital together, the “Investment in Cauchari-Olaroz project”). Minera Exar and Exar Capital are accounted for using the equity method of accounting.

Loans to Minera Exar and Exar Capital

The Company has entered into loan agreements with Minera Exar and Exar Capital to fund the construction of Cauchari-Olaroz. Changes in the loans’ balances are summarized below.

 

$

Loans to Exar Capital, as at December 31, 2022

223,122

Loans to Exar Capital

64,680

Accrued interest

33,067

Loans to Exar Capital, as at December 31, 2023

320,869

Loans to Exar Capital

26,925

Accrued interest

10,218

Loans to Exar Capital, as at March 31, 2024

358,012

 

 

 

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9

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

7. INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)

 

Loans advanced after January 1, 2022, carry an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 10.305%.

 

In Q2 2022, certain of the loans provided by Exar Capital to Minera Exar were amended to introduce a revised repayment mechanism linked to the implied market foreign exchange rate in Argentina. Subsequent to the amendment, the revised repayment feature gives rise to the existence of an embedded derivative in the loans payable by Minera Exar which is required to be measured at fair value at each reporting date. Minera Exar recognized a gain on change in the fair value of the derivative of $17,934 (net of taxes), the Company’s share of which was $8,034 during the three months ended March 31, 2024.

 

During the three months ended March 31, 2024, loans were provided by the Company to Exar Capital in the amount of $26,925, and by Ganfeng in the amount of $28,024. Such loans funded the Company’s and Ganfeng’s respective 49% and 51% share of Cauchari-Olaroz working capital and other funding requirements.

 

The maturity of each of the loans is 7 years from the date of drawdown. As at March 31, 2024, loans advanced to Exar Capital by the Company (including accrued interest) of $13,276 are due in Q4 2025, $70,935 are due between 2026 and 2027, $273,801 between 2028 and 2031.

 

During the three months ended March 31, 2024, Minera Exar obtained debt financing in the form of loans totaling $15,000 from third parties to fund construction and settled approximately $34,000 (a portion of the outstanding third party loans) with a $25,963 loan from Exar Capital. The accumulated amount of such loans obtained from third parties as of March 31, 2024, is approximately $331,000 and they include loans totaling:

 

$80,000 which are secured with a $33,000 line of credit and $30,000 guarantee provided by Ganfeng. The Company has in turn provided a guarantee to Ganfeng in the amount of $34,300 for the loans;

 

$96,000 that are secured with a bank letter of credit arranged by Exar Capital, with the Company and Ganfeng providing $56,645 cash that is held by Exar Capital as collateral under the line of credit. This cash can be used to settle Minera Exar loans. Subsequent to Q1 2024, Minera Exar settled approximately $33,000 (a portion of the outstanding third party loans) with a $26,672 loan from Exar Capital; and

 

$18,000 that are secured with a bank guarantee arranged by Minera Exar. The remaining third-party loans are unsecured.

As at March 31, 2024, third party loans of approximately $280,000 are due in 2024 (of which $33,000 were settled subsequent to Q1 2024) and $51,000 due in 2025.

Offtake Agreement with Ganfeng and Bangchak

The Company and Ganfeng are entitled to a share of offtake from production at Cauchari-Olaroz. The Company is entitled to 49% of the offtake, which would amount to approximately 19,600 tonnes per annum (“tpa”) of lithium carbonate assuming full capacity is achieved. The Company has entered into an offtake agreement with each of Ganfeng and Bangchak to sell a fixed amount of offtake production at market-based prices, with Ganfeng entitled to 80% of the first 12,250 tpa of lithium carbonate (9,800 tpa assuming full production capacity) and Bangchak entitled to up to 6,000 tpa of lithium carbonate (assuming full production capacity).

 

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10

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

7. INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)

The balance of the Company’s offtake entitlement, amounting to up to approximately 3,800 tpa of lithium carbonate is uncommitted, but for limited residual rights available to Bangchak to the extent production does not meet full capacity.

Prepayment of purchases and sales of lithium carbonate

In Q2 2023, the Company entered into an agreement to receive prepayments from Ganfeng with respect to the Company’s sale of 80% of its 49% share of the future lithium carbonate production from Minera Exar. The agreement provides the Company the right to settle its obligation to Ganfeng through assigning its rights to receive a corresponding value of lithium carbonate from Minera Exar. Concurrently, the Company entered into an agreement to make prepayments to Minera Exar with respect to the Company’s 49% share of the future lithium carbonate production from Minera Exar.

The prepayments to Minera Exar are non-interest bearing (except in the case of default) and were settled as a credit against the purchase of lithium carbonate within 365 days of the prepayment invoice.

As at January 1, 2024, there were $6,673 prepayments made to Minera Exar and $2,322 prepayments received from Ganfeng, which were fully settled in Q1 2024 against the lithium carbonate purchases from Minera Exar and sales to Ganfeng respectively.

Purchases and sales of lithium carbonate

In Q1 2024, the Company purchased 49% of Minera Exar’s lithium carbonate shipped during the quarter with Ganfeng purchasing the remaining 51% of the product shipped. The Company acted in the capacity of agent in such sales transactions, as the Company’s acquisition of title to lithium carbonate was simultaneous with the sale of lithium carbonate to Ganfeng and Bangchak and the Company was not directly exposed to inventory or price risk related to lithium carbonate.

Since there was no net amount of commission to the Company, there was no impact on the Company’s statement of comprehensive loss for the three months ended March 31, 2024.

As at March 31, 2024, the Company has $5,448 payable to Minera Exar and $9,009 receivable from Ganfeng included in payable to Minera Exar for lithium carbonate purchases and receivables from purchasers of lithium carbonate on the statement of financial position respectively.

 

 

 

 

 

 

 

 

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11

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

7. INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)

Investment in Cauchari-Olaroz Project

 

Changes in the Investment in Cauchari-Olaroz Project are summarized below:

 

$

Investment in Cauchari-Olaroz Project, as at December 31, 2022

41,507

Contribution to Investment in Cauchari-Olaroz Project

1,863

Share of income of Cauchari-Olaroz Project

53,555

Elimination of the Company’s portion of capitalized intercompany interest

(37,344

)

Investment in Cauchari-Olaroz Project, as at December 31, 2023

59,581

Contribution to Investment in Cauchari-Olaroz Project

428

Share of loss of Cauchari-Olaroz Project

(1,129

)

Elimination of the Company’s portion of capitalized intercompany interest

(10,858

)

Investment in Cauchari-Olaroz Project, as at March 31, 2024

48,022

 

 

During the three months ended March 31, 2024, the Company’s share of Minera Exar loss was $1 and contributions to the investment in Minera Exar were $428. The Company’s share of Exar Capital loss was $1,128 for the three months ended March 31, 2024.

 

Minera Exar’s Commitments and Contingencies

 

As at March 31, 2024, Minera Exar had the following commitments (on a 100% basis):

 

Annual royalty of $200 due in May of every year and expiring in 2041.

 

Aboriginal programs agreements with seven communities located in the Cauchari-Olaroz project area having terms ranging from five to thirty years. The annual fees due are $444 in 2024 and $503 between 2025 and 2063, assuming that such agreements are extended for the life of the project. The annual fees are subject to change. Minera Exar’s obligations to make the payments are subject to continued development of the project and commencement and continuation of production operations for the project.

 

Commitments related to construction contracts of $454.

 

 

 

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12

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

8. PROPERTY, PLANT AND EQUIPMENT

 

Thacker Pass Project

Buildings

Equipment

and machinery

Other1

Total

$

$

$

$

$

Cost

As at December 31, 2022

-

1,674

4,991

6,067

12,732

Transfers from E&E

9,514

-

-

-

9,514

Acquisition of Arena Minerals

-

-

-

55

55

Additions

118,454

3,529

239

1,964

124,186

Disposals

-

-

(98

)

(282

)

(380

)

Assets distributed upon separation

(127,968

)

-

(2,416

)

(4,348

)

(134,732

)

As at December 31, 2023

-

5,203

2,716

3,456

11,375

Additions

-

565

-

214

779

As at March 31, 2024

-

5,768

2,716

3,670

12,154

 

 

Buildings

Equipment

and machinery

Other1

Total

$

$

$

$

Accumulated depreciation

As at December 31, 2022

106

1,327

2,273

3,706

Depreciation for the period

240

466

1,434

2,140

Disposals

-

-

(166

)

(166

)

Assets distributed upon separation

-

(1,653

)

(1,897

)

(3,550

)

As at December 31, 2023

346

140

1,644

2,130

Depreciation for the period

19

8

201

228

As at March 31, 2024

365

148

1,845

2,358

 

 

Buildings

Equipment

and machinery

Other1

Total

$

$

$

$

Net book value

As at December 31, 2023

4,857

2,576

1,812

9,245

As at March 31, 2024

5,403

2,568

1,825

9,796

 

1 The “Other” category includes right of use assets with a cost of $1,911 and $1,265 of accumulated depreciation as at March 31, 2024.

 

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13

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

9. EXPLORATION AND EVALUATION ASSETS

 

Exploration and evaluation assets were as follows:

 

Thacker Pass

Millennial Projects

Other Claims

Total

$

$

$

$

Total exploration and evaluation assets

As at December 31, 2022

9,514

339,131

-

348,645

Transfers to PP&E

(9,514

)

-

-

(9,514

)

Acquisition of Arena Minerals

-

-

1,385

1,385

Additions

-

2,646

770

3,416

Write offs

-

(70

)

-

(70

)

Assets distributed to the shareholders

-

-

(770

)

(770

)

As at December 31, 2023

-

341,707

1,385

343,092

As at March 31, 2024

-

341,707

1,385

343,092

 

 

The Company has certain commitments for royalty and other payments to be made for Pastos Grandes as set out below. These amounts will only be payable if the Company continues to hold the subject claims in the future and the royalties will only be incurred if the Company starts production from the project.

 

Pastos Grandes:

 

1.5% royalty on the gross operating revenues from production from certain Pastos Grandes claims, payable to the original vendors of the project; and

 

royalties to a maximum of 3% over net-back income, payable to the Salta Province.

 

 

10. EQUITY-SETTLEABLE CONVERTIBLE NOTES

On December 6, 2021, the Company closed an offering (the “Offering”) of $225,000 aggregate principal amount of 1.75% convertible senior notes due in 2027 (the “Convertible Notes” or “Notes”). The Company used a portion of the net proceeds from the Offering to repay in full its $205,000 senior secured credit facility. On December 9, 2021, the initial purchasers under the Offering exercised in full their option to purchase up to an additional $33,750 aggregate principal amount of the Convertible Notes, increasing the total Offering size to $258,750.

The Convertible Notes represent financial instruments that include a debt host accounted for at amortized cost and conversion option and redemption option derivatives, which are separated from the debt host and accounted for at fair value with changes in fair value recorded in the statement of comprehensive loss. These derivatives are accounted for together as a single derivative when separated from the debt host.

 

 

 

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14

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

10. EQUITY-SETTLEABLE CONVERTIBLE NOTES (continued)

 

Debt host

Convertible note derivative

Total

$

$

$

Convertible notes

As at December 31, 2022

169,127

35,345

204,472

Gain on change in fair value of convertible notes derivative

-

(22,207

)

(22,207

)

Accrued Interest

22,623

-

22,623

Interest payment

(2,452

)

-

(2,452

)

Reclassification of short-term accrued interest to short-term liability

(2,075

)

-

(2,075

)

As at December 31, 2023

187,223

13,138

200,361

Gain on change in fair value of convertible notes derivative

-

(4,743

)

(4,743

)

Accrued Interest

5,996

-

5,996

Interest payment

(189

)

-

(189

)

Reclassification of short-term accrued interest to short-term liability

(942

)

-

(942

)

As at March 31, 2024

192,088

8,395

200,483

 

 

The fair value of the derivative as at March 31, 2024, is estimated using a partial differential equation method with Monte Carlo simulation with the following inputs: volatility of 64.21%, share price of $5.39, a risk-free rate of 4.44%, an expected dividend of 0%, and a credit spread of 8.08%. Valuation of the embedded derivative is highly sensitive to changes in the Company’s share price and to a lesser extent to changes in the risk-free interest rate and the assumed volatility of the Company’s share price. A gain on change in fair value for the three months ended March 31, 2024, of $4,743 was recognized in the statement of comprehensive loss.

 

The Company paid interest of $2,264 during the three months ended March 31, 2024 due under its Convertible Notes. Interest expense for the three months ended March 31, 2024 of $5,996 was recognized as finance costs in the statement of comprehensive loss.

 

Amendments to IAS 1 resulted in a reclassification of equity-settleable convertible notes from non-current liabilities to current liabilities as at January 1, 2023 and December 31, 2023 (Note 3). The Convertible Notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the Convertible Notes would be convertible at the option of the holders and upon conversion, the Notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. As a result, the Company does not have the right to defer settlement of the Convertible Notes for more than 12 months after the end of the reporting periods.

The Convertible Notes are unsecured and accrue interest payable semi-annually in arrears at a rate of 1.75% per annum payable on January 15th and July 15th of each year, beginning on July 15, 2022. Prior to October 15, 2026, the Notes are convertible at the option of the holders during certain periods, upon the satisfaction of certain conditions including:

(i)
If the Notes’ trading price for any five consecutive trading day period was, on each day, less than 98% of the conversion value of such Notes;

 

 

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15

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

 

10. EQUITY-SETTLEABLE CONVERTIBLE NOTES (continued)

(ii)
if the Company elects to (a) issue equity instruments to all holders of the Company’s common shares entitling them, for a period of not more than 45 calendar days after issue, to subscribe for or purchase common shares at a price per share that is less than the average reported sales prices of the common shares for the 10-trading day period ending the trading day before the announcement of such issuance of equity instruments; or (b) make a distribution to all holders of the Company’s common shares, whether such distribution is of assets, securities, or rights to purchase the Company’s securities, and has a per share value exceeding at least 10% of the trading price of the common shares on the date immediately preceding the announcement date of such distribution;
(iii)
upon the occurrence of certain significant business events;
(iv)
if, at any time after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), the last reported price of the Company’s common shares for at least 20 trading days (whether or not consecutive) during the last period of 30 trading days of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day (this has not occurred for the three months ended March 31, 2024); or,
(v)
upon a call for redemption by the Company, or upon the Company’s failure to pay the redemption price therefor.

Thereafter, the Convertible Notes will be convertible at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, the Convertible Notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. The Conversion Rate for the Convertible Notes was adjusted on October 17, 2023, to 52.6019 common shares of the Company per $1,000 principal amount of the Convertible Notes.

The Convertible Notes mature on January 15, 2027, unless earlier repurchased, redeemed or converted. The Company may not redeem the Convertible Notes prior to December 6, 2024, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes. After December 6, 2024, the Company has the right to redeem the Convertible Notes at its option in certain circumstances including:

(i)
on or after December 6, 2024, if the Company’s share price for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter is over 130% of the conversion price on each applicable trading day, at a redemption price equal to 100% of the principal plus accrued and unpaid interest; and
(ii)
if the Company becomes obligated to pay additional amounts as a result of its obligation to bear the cost of Canadian or non-Canadian withholding tax, if applicable;

Redemption can result in exercisability of the conversion option. Holders of Convertible Notes have the right to require the Company to repurchase their Convertible Notes upon the occurrence of certain events.

 

 

 

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16

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

11. SHARE CAPITAL AND EQUITY COMPENSATION

Share Capital

 

On April 20, 2023, the Company closed the acquisition of 100% of Arena Minerals and issued 8,456 shares to Arena Minerals shareholders.

On February 16, 2023, the Company issued 15,002 common shares as part of the closing of the first tranche of General Motor’s investment.

 

Equity Incentive Plan

The Company has an equity incentive plan (“Plan”) in accordance with the policies of the TSX whereby, from time to time at the discretion of the Board of Directors, eligible directors, officers, employees and consultants are awarded restricted share units (“RSUs”) and performance share units (“PSUs”) that, subject to a recipient’s deferral right in accordance with the Income Tax Act (Canada), convert automatically into common shares upon vesting. In addition, independent directors are awarded deferred share units (“DSUs”), generally as partial compensation for their services as directors. DSUs may be redeemed by directors for common shares upon retirement or termination from the Board. The Plan also permits the grant of incentive stock options exercisable to purchase common shares of the Company (“stock options”). The Plan is a “fixed plan” pursuant to which the aggregate number of common shares to be issued shall not exceed 14,401 shares.

Restricted Share Units

During the three months ended March 31, 2024, the Company did not grant any RSUs (2023 – 252) to its employees and consultants. The total estimated fair value of the RSUs granted during the three months ended March 31, 2023, was $6,368 based on the market value of the Company’s shares on the grant date. As at March 31, 2024, there was $4,149 (2023 – $4,627) of total unamortized compensation cost relating to unvested RSUs. During the three months ended March 31, 2024, equity compensation expense related to RSUs of $429 was charged to expenses (2023 – $204). Subsequent to March 31, 2024, 473 RSUs were issued for 2023 annual bonuses which are subject to the shareholders’ approval.

A summary of changes to the number of outstanding RSUs is as follows:

 

Number of RSUs

(in 000's)

Balance, RSUs outstanding as at December 31, 2022

2,367

Converted into shares pre-separation

(547

)

Forfeited pre-separation

(12

)

Granted pre-separation

363

Balance, RSUs outstanding prior to separation

2,171

Net adjustment upon separation

(281

)

Converted into shares post-separation

(521

)

Granted post-separation

878

Balance, RSUs outstanding as at December 31, 2023

2,247

Converted into shares

(201

)

Forfeited

(40

)

Balance, RSUs outstanding as at March 31, 2024

2,006

 

 

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17

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

11. SHARE CAPITAL AND EQUITY COMPENSATION (continued)

Deferred Share Units

During the three months ended March 31, 2024, the Company did not grant any DSUs (2023 – Nil). Subsequent to March 31, 2024, the Company granted 8 DSUs to independent directors.

 

Number of DSUs

(in 000's)

Balance, DSUs outstanding as at December 31, 2022

252

Granted pre-separation

32

Converted into common shares pre-separation

(59

)

Balance, DSUs outstanding as at September 30, 2023

225

Net adjustment upon separation

(29

)

Converted into shares post-separation

(83

)

Granted post-separation

325

Balance, DSUs outstanding as at December 31, 2023

438

 

 

 

 

 

Balance, DSUs outstanding as at March 31, 2024

438

 

Stock Options

In December 2023, the Company granted 1,740 stock options to its officers and employees. The fair value of stock options granted was estimated on the date of grant using the Black Scholes Option Pricing Model with the following assumptions used for the grants:

 

December 3, 2023

Number of options granted ('000's)

1,740

Risk-free rate

4.04

%

Expected life

7

Annualized volatility

73.14

%

Dividend rate

0

%

Fair value per stock option granted ($)

$

3.98

Total fair value of stock options granted ($)

$

6,925

 

No stock options were granted by the Company during the three months ended March 31, 2024 (2023 – Nil). As at March 31, 2024, there was $5,572 (2023 – $Nil) of total unamortized compensation cost relating to unvested stock options. Subsequent to March 31, 2024, 250 stock options were issued for 2023 annual bonuses which are subject to the shareholders’ approval.

 

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18

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

11. SHARE CAPITAL AND EQUITY COMPENSATION (continued)

Stock options outstanding and exercisable as at March 31, 2024 are as follows:

 

Range of Exercise Prices ($)

Number outstanding and exercisable as at March 31, 2024

(in 000's)

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

$5.40 - $5.56

1,680

6.7

-

1,680

6.7

-

 

A summary of changes to outstanding stock options is as follows:

 

Number of Options

(in 000's)

Weighted Average Exercise Price

(CDN$)

Balance, stock options outstanding as at December 31, 2022

690

7.54

Exercised pre-separation

(690

)

(7.54

)

Granted post-separation

1,740

-

Balance, stock options outstanding as at December 31, 2023

1,740

-

Forfeited

(60

)

-

Balance, stock options outstanding as at March 31, 2024

1,680

-

 

During the three months ended March 31, 2024, no stock options (2023 – 670) were exercised under the cashless exercise provision of the Plan, resulting in no issuance of shares (2023 – 525) of the Company. The weighted average share price at the time of exercise of stock options during the three months ended March 31, 2023, was CDN$32.26.

 

During the three months ended March 31, 2024, stock-based compensation expense related to stock options of $826 (2023 – $Nil) was charged to operating expenses on the statement of comprehensive loss.

 

Performance Share Units

 

During the three months ended March 31, 2024, the Company did not grant any PSUs (2023 – 204). As at March 31, 2024, there was $842 (2022 – $9,357) of total unamortized compensation cost relating to unvested PSUs.

 

The fair value of the PSUs was estimated on the date of grant using a valuation model based on a Monte Carlo simulation with the following assumptions used for the grants made during the period:

 

February 8, 2023

Number of PSUs granted

204

Risk-free interest rate

4.15

%

Dividend rate

0

%

Annualized volatility

88.5

%

Peer group average volatility

57.57

%

Estimated forfeiture rate

10.0

%

Fair value per PSU granted ($)

38.84

 

 

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19

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

11. SHARE CAPITAL AND EQUITY COMPENSATION (continued)

 

During the three months ended March 31, 2024, equity compensation expense related to PSUs of $123 was charged to operating expenses (2023 – $783). A summary of changes to the number of outstanding PSUs is as follows:

 

Number of PSUs

(in 000's)

Balance, PSUs outstanding as at December 31, 2022

766

Granted pre-separation

204

Converted into common shares pre-separation

(215

)

Forfeited pre-separation

(6

)

Balance, PSUs outstanding as at September 30, 2023

749

Net adjustment upon separation

153

Converted into shares post-separation

(28

)

Balance, PSUs outstanding as at December 31, 2023

874

Converted into shares

(220

)

Balance, PSUs outstanding as at March 31, 2024

654

 

 

 

12. RELATED PARTY TRANSACTIONS

Minera Exar, the Company’s equity-accounted investee, has entered into the following transactions with companies controlled by the family of its President, who is also a director of Lithium Argentina:

 

Option Agreement with Grupo Minero Los Boros S.A. on March 28, 2016, for the transfer to Minera Exar of title to certain mining properties that comprised a portion of the Cauchari-Olaroz project.

 

Expenditures under the construction services contract for the Cauchari-Olaroz project with Magna Construcciones S.R.L. (“Magna”) were $195 for the three months ended March 31, 2024.

 

Service agreement with a consortium owned 49% by Magna. The agreement entered into Q1 2022, is for servicing of the evaporation ponds at Cauchari-Olaroz over a five-year term, for total consideration of $68,000 (excluding VAT).

During the three months ended March 31, 2024, director’s fees paid by Minera Exar to its President, who is also a director of the Company, totaled $19 (2023 – $18).

The amounts due by Minera Exar to related parties arising from such transactions are unsecured, non-interest bearing and have no specific terms of payment.

In March 2023, an agreement was entered into with the Company’s former VP, Corporate Development to provide corporate development services effective as of August 1, 2023, with an aggregate value over three years of $3,200.

Upon the retirement of the Company’s former Chief Financial Officer in April 2023, an agreement was entered into on April 20, 2023, providing for a payment of $315 for delaying his retirement, a payment under the terms of his contract of approximately $24 and a grant of restricted share units with a value of approximately $664 to be made by the Company. The parties further agreed to enter into a Consulting Agreement, which was entered into effective April 24, 2023, for the provision of advisory services for a one-year term, which was extended subsequent to March 31, 2024, for the three additional months beyond the term of the agreement. The aggregate value of the consulting agreement over its original term is $180.

 

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20

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

12. RELATED PARTY TRANSACTIONS (continued)

 

Compensation of Key Management

Key management are the Company’s board of directors, and the executive management team. The remuneration of directors and members of the executive management team and amounts due as of March 31, 2024 were as follows:

 

Three Months Ended March 31,

2024

2023

$

$

Equity compensation

1,361

676

Salaries, bonuses, benefits and directors' fees included in general & administrative expenses

460

828

Salaries, bonuses and benefits included in exploration expenditures

56

153

Salaries and benefits capitalized to Investment in Cauchari-Olaroz project

141

141

2,018

1,798

 

 

 

March 31, 2024

December 31, 2023

$

$

Total due to directors

493

66

 

 

 

13. GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses:

 

Three Months Ended March 31,

2024

2023

$

$

Salaries, benefits and directors' fees

1,488

1,636

Office and administration

622

419

Professional fees

1,482

1,831

Regulatory and filing fees

48

88

Travel

161

135

Investor relations

72

120

Depreciation

177

115

4,050

4,344

 

 

 

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21

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

14. EXPLORATION AND EVALUATION EXPENDITURES

The following table summarizes the Company’s exploration and evaluation expenditures:

 

Three Months Ended March 31,

2024

2023

Millennial Projects

Other

Total

Millennial Projects

Other

Total

$

$

$

$

$

Consulting and salaries

772

488

1,260

601

208

809

Permitting and environmental

81

-

81

-

-

-

Field supplies and other

1,138

-

1,138

1,071

-

1,071

Depreciation

57

-

57

57

-

57

Drilling and geological expenses

549

-

549

38

-

38

Total exploration expenditures

2,597

488

3,085

1,767

208

1,975

 

 

 

15. FINANCE COSTS

The following table summarizes the Company’s finance costs:

 

Three Months Ended March 31,

2024

2023

$

$

Interest on convertible notes

5,996

5,357

Other

19

10

6,015

5,367

 

16. FINANCE AND OTHER INCOME

The following table summarizes the Company’s finance and other income:

 

Three Months Ended March 31,

2024

2023

$

$

Interest on loans to Exar Capital

10,218

6,808

Interest on cash and cash equivalents and deposits

1,187

3,899

Other

814

136

12,219

10,843

 

17. SEGMENTED INFORMATION

As of March 31, 2024, Cauchari-Olaroz is in the commissioning stage while the projects under the Pastos Grandes Basin segment are in the exploration and evaluation stage. Assets and liabilities of the North American segment were distributed to the shareholders upon the Separation on October 3, 2023, and its operations were classified as a discontinued operation (Note 4).

 

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22

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

17. SEGMENTED INFORMATION (continued)

The Company’s reportable segments and corporate assets are summarized in the following tables:

 

Cauchari-

Olaroz

$

Pastos Grandes Basin

$

Corporate

$

Total

$

As at March 31, 2024

Property, plant and equipment

-

8,886

910

9,796

Exploration and evaluation assets

-

343,078

14

343,092

Total assets

413,428

537,376

95,304

1,046,108

Total liabilities

-

(13,034

)

(212,948

)

(225,982

)

For the three months ended March 31, 2024

 

Property, plant and equipment additions

-

572

207

779

(Loss)/income

(11,987

)

(3,349

)

5,153

(10,183

)

Exploration expenditures

-

(3,014

)

(71

)

(3,085

)

 

 

Thacker Pass

$

Cauchari-

Olaroz

$

Pastos Grandes Basin

$

Corporate

$

Total

$

As at December 31, 2023

Property, plant and equipment

-

-

8,372

873

9,245

Exploration and evaluation assets

-

-

343,078

14

343,092

Total assets

-

387,844

536,364

130,818

1,055,026

Total liabilities

-

-

(1,858

)

(224,237

)

(226,095

)

For the three months ended March 31, 2023

Property, plant and equipment additions

24,881

-

1,668

641

27,190

(Loss)/income from discontinued operations

(5,779

)

-

-

2,502

(3,277

)

Income/(loss) from continuing operations

-

4,741

(672

)

(7,191

)

(3,122

)

Exploration expenditures

-

(1,767

)

(208

)

(1,975

)

 

 

The Company’s non-current assets are segmented geographically as follows:

 

Canada

$

Argentina

$

Total

$

Non-current assets (1)

As at March 31, 2024

489

400,421

400,910

As at December 31, 2023

571

411,347

411,918

 

1 Non-current assets attributed to geographical locations exclude financial and other assets.

 

18. FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the consolidated statements of financial position and presented in fair value disclosures are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

 

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23

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

18. FINANCIAL INSTRUMENTS (continued)

Level 2 – Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

Level 3 – Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified at the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The Convertible Notes derivatives (Note 10) are classified at level 2 of the fair value hierarchy and are measured at fair value on the statement of financial position on a recurring basis. Cash and cash equivalents, receivables, and the debt host of the Convertible Notes are measured at amortized cost on the statement of financial position. As at March 31, 2024, the fair value of financial instruments measured at amortized cost approximates their carrying value.

 

The Company manages risks to minimize potential losses. The main objective of the Company’s risk management process is to ensure that the risks are properly identified and monitored, and that the capital base maintained by the Company is adequate in relation to those risks. The principal risks which impact the Company’s financial instruments are described below.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, receivables, long-term receivable from JEMSE, and loans to Exar Capital.

The Company’s maximum exposure to credit risk for cash, cash equivalents, receivables, long-term receivable from JEMSE, and loans to Exar Capital is the amount disclosed in the consolidated statements of financial position. The Company limits its exposure to credit loss by placing the majority of its cash and cash equivalents with two major financial institutions, US and Canadian treasury bills and investing in only short-term obligations that are guaranteed by the Canadian government or by Canadian and US chartered banks with expected credit losses on cash and cash equivalents estimated to be de minimis.

The Company and its subsidiaries and investees including Minera Exar, may from time to time make short-term investments into Argentine government securities, financial instruments guaranteed by Argentine banks and other Argentine securities. These investments may or may not realize short-term gains or losses.

The Central Bank of Argentina maintains certain currency controls that limit the Company's ability to remit cash to and from Argentina. Blue chip swaps are trade transactions that effectively allow companies to transfer US dollars into and out of Argentina. The Company used this mechanism to transfer funds to Argentina which resulted in foreign exchange gain as a result of the divergence between the Blue Chip Swap market exchange rate and the official Argentinian Central Bank rate.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions to estimate and maintain sufficient reserves of cash and cash equivalents to meet its liquidity requirements in the short and long-term.

 

 

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24

 

 


LITHIUM AMERICAS (ARGENTINA) CORP. (FORMERLY LITHIUM AMERICAS CORP.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

 

18. FINANCIAL INSTRUMENTS (continued)

As the industry in which the Company operates is very capital intensive, the majority of the Company’s spending or that of its investees is related to capital programs. The Company prepares annual budgets, which are regularly monitored and updated as considered necessary.

As at March 31, 2024, the Company has $75,000 available under its undrawn limited recourse loan facility with Ganfeng. As at March 31, 2024, the Company had a cash and cash equivalents balance of $86,199 to settle current liabilities of $14,303 (excluding equity-settleable convertible notes).

The following table summarizes the contractual maturities of the Company’s financial liabilities on an undiscounted basis:

 

Years ending December 31,

2024

2025

2026 and later

Total

$

$

$

$

Convertible Notes

2,264

4,528

265,542

272,334

Accounts payable and accrued liabilities

12,759

-

-

12,759

Obligations under office leases¹

495

385

250

1,130

Total

15,518

4,913

265,792

286,223

 

¹Include principal and interest/finance charges.

The Convertible Notes are classified as current liabilities as at March 31, 2024, since the Notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the Notes would be convertible at the option of the holders and upon conversion, the Notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof (Note 10). The above table summarizes the contractual maturities as at March 31, 2024, with respect to the Convertible Notes assuming such conditions are not satisfied.

Market Risk

Market risk incorporates a range of risks. Movement in risk factors, such as market price risk, the Company’s share price, and currency risk, affects the fair values of financial assets and liabilities. The Company is exposed to foreign currency risk as described below.

Foreign Currency Risk

The Company’s operations in foreign countries are subject to currency fluctuations and such fluctuations may affect the Company’s financial results. The Company and its subsidiaries and associates have a US dollar functional currency, and it incurs expenditures in Canadian dollars (“CDN$”), Argentine Pesos (“ARS$”) and US$, with the majority of the expenditures being incurred in US$ by the Company’s subsidiaries and investees.

As at March 31, 2024, the Company held $1,810 in CDN$ and $705 in ARS$ denominated cash and cash equivalents. Strengthening/(weakening) of a US$ exchange rate versus CDN$ and ARS$ by 10% would have resulted in a foreign exchange (loss)/gain for the Company of $181 and $71 respectively as at March 31, 2024.

 

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25

 

 


EX-99.2 3 laac-ex99_2.htm EX-99.2 EX-99.2

 

 

 

 

Exhibit 99.2

 

 

 

 

 

 

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img26042415_1.jpg 

 

 

BACKGROUND

 

This Management’s Discussion and Analysis (“MD&A”) of Lithium Americas (Argentina) Corp. (“Lithium Argentina” or the “Company”), prepared as of May 13, 2024, should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the notes thereto for three months ended March 31, 2024 (“Q1 2024 financial statements”), and the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 (“2023 annual financial statements”). Refer to Notes 2 and 3 of the Q1 2024 financial statements and Note 2 and 3 of the 2023 annual financial statements for disclosure of the Company’s material accounting policies. All amounts are expressed in United States dollars (“US dollars” or “US$”), unless otherwise stated. References to CDN$ are in Canadian dollars. This MD&A includes certain statements that may be deemed “forward-looking statements”, “forward-looking information”, “future-oriented financial information” and/or “financial outlook” and readers should read the cautionary note contained in the section titled “Forward-Looking Statements” of this MD&A. Information contained on the Company’s website or in other documents referred to in this MD&A is not incorporated by reference herein and does not form part of this MD&A unless otherwise specifically stated.

 

The Company’s head office and principal address is Suite 300, 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5. The Company trades in Canada on the Toronto Stock Exchange (“TSX”) and in the United States on the New York Stock Exchange (“NYSE”) under the symbol “LAAC”. Additional information relating to the Company, including key risk factors which may impact the Company’s business and financial condition and other information, is contained in the Company’s Annual Information Form (“AIF”), and other filings, which are available on the Company’s website at www.lithium-argentina.com and on SEDAR+ at www.sedarplus.ca.

Highlights

 

Operational Highlights
o
During the three months ended March 31, 2024, Caucharí-Olaroz produced approximately 4,500 tonnes of lithium carbonate.
The project continues to advance through the ramp up and test higher production levels.
In April 2024, a planned shutdown was performed to inspect and improve reliability of the processing plant.
o
Caucharí-Olaroz remains on target to produce 20,000 - 25,000 tonnes of lithium carbonate in 2024.
The target remains to reach and maintain a near steady state production level by the end of the year.
o
For 2024, Caucharí-Olaroz expects to be operating cash flow positive when adjusted for working capital changes.
Working capital requirements are expected to remain elevated through the first half of 2024 as production continues to ramp up and sales shipments begin to normalize.

 

Financial Highlights
o
As of March 31, 2024, Lithium Argentina had $86M in cash and cash equivalents with an additional $20M in collateral related to loans to Caucharí-Olaroz expected to be released in Q2 2024.
The Company has not drawn on its $75M credit facility with Ganfeng Lithium Co. Ltd. (“Ganfeng”) and has $259M in convertible debt at 1.75% due in early 2027.
o
As of March 31, 2024, Minera Exar S.A. (“Minera Exar”), the Argentine joint venture company owned by the Company (44.8%), Ganfeng (46.7%) and Jujuy Energia y Mineria Sociedad del Estado (“JEMSE”) (8.5%) had approximately $241M (on a 100% basis, less cash collateral) of local debt tied to funding working capital and startup costs.
A substantial portion of the local debt is being refinanced with unsecured credit facilities typical of an operating company.
The Company is working with Ganfeng to pursue additional longer term debt options to leverage improved lending conditions in Argentina and support future growth plans.

 

 

MD&A - Period ended March 31, 2024

2

 

 

 

 

 

 


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Corporate Highlights

 

o
On March 5, 2024, Ganfeng agreed to invest $70M for an expected 15% stake in the Pastos Grandes project through a subscription of newly-issued shares of the Company’s Argentine subsidiary, Proyecto Pastos Grandes S.A. (the “Pastos Grandes Transaction”). The transaction is expected to close mid-2024 with proceeds available to support the Company’s Argentine operations.
o
In the first quarter of 2024, the Company commenced additional measures to reduce discretionary spending at the corporate level by 25%.
o
The Company will hold its Annual General Shareholders Meeting on June 20, 2024.

 

 

 

MD&A - Period ended March 31, 2024

3

 

 

 

 

 

 


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LITHIUM OPERATIONS AND PROJECTS

The Caucharí-Olaroz lithium brine project (“Caucharí-Olaroz”) is located in Jujuy province in the northwestern region of Argentina. Caucharí-Olaroz is operating and ramping up to full capacity. The Company owns 44.8% of Caucharí-Olaroz through its ownership interest in Minera Exar, a company incorporated under the laws of Argentina. The Company also has a pipeline of development and exploration stage projects, including the Pastos Grandes project (“Pastos Grandes”) and the Sal de la Puna project (“Sal de la Puna”), both of which are located in Salta Province in northwestern Argentina adjacent to Jujuy province. Pastos Grandes is a 100% owned (which interest is subject to change upon completion of the Pastos Grandes Transaction, see “Corporate Highlights” section above) development stage project, while Sal de la Puna is an exploration stage project in which the Company holds a 65% interest. The Company is advancing development plans for these assets, including evaluating opportunities to achieve synergies through joint development of the projects.

The Company’s operations concerning Caucharí-Olaroz are conducted in Argentina through equity investees, Minera Exar and Exar Capital B.V. (“Exar Capital”) respectively, which are governed by a shareholders’ agreement between the Company and Ganfeng. The Company and Ganfeng collectively own 91.5% of Minera Exar (and Caucharí-Olaroz; with the remaining 8.5% owned by JEMSE) and 100% of Exar Capital (a Netherlands entity that provides funding to Minera Exar). For Pastos Grandes, the Company conducts operations through its indirectly wholly-owned subsidiary, Proyecto Pastos Grandes S.A. (“PPG”) in Argentina. Operations concerning Sal de la Puna are conducted by the Company through its 65% ownership interests in Sal de la Puna Holdings Ltd. in Canada (with Ganfeng owning the remaining 35%), which owns Puna Argentina S.A.U. in Argentina which holds the project.

Health and Safety

The Total Recordable Injury Frequency rate for Caucharí-Olaroz as of March 31, 2024 was 0.72 per 200,000 hours worked (including contractors at site).

 

Operational Performance and Project Development

 

Caucharí-Olaroz

During the first quarter of 2024, the commissioning at Caucharí-Olaroz continued to advance. Production volumes surpassed 4,500 tonnes during the first quarter of 2024, a 20% increase compared to the fourth quarter 2023. As production increases and different components of the plant have been pushed to higher levels, the operation has encountered ramp up challenges and anticipated production variability as it moves towards the goal of a near steady state operation target by the end of the year. Caucharí-Olaroz remains on target to produce between 20,000 - 25,000 tonnes of lithium carbonate during 2024.

 

During February 2024, production levels were impacted by power disruptions tied in part to adverse weather conditions. There is a mitigation plan being implemented to minimize the effect of unscheduled power outages on production in the future.

 

In April 2024, a planned shutdown at Caucharí-Olaroz was performed. During this shutdown there was a thorough inspection of the processing plant equipment and infrastructure, such as pipes and pumps and an evaluation of the reliability of the systems to ensure optimal functionality in the future.

 

During the first quarter of 2024, the majority of the Company’s portion of the sales volumes from Caucharí-Olaroz were sold to Ganfeng, Lithium Argentina’s partner in the project. The pricing of the product continues to improve, reflecting the product quality tied to market prices.

 

 

 

MD&A - Period ended March 31, 2024

4

 

 

 

 

 

 


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While the current focus at Caucharí-Olaroz remains on the Stage 1 ramp up in production to 40,000 tonnes per annum (“tpa”) of battery quality lithium carbonate, planning for Stage 2 expansion in targeted production capacity of at least 20,000 tpa continues to advance.

 

Pastos Grandes

Ganfeng and Lithium Argentina have begun preparation of a regional development plan for the Pastos Grandes basin, including Pastos Grandes, Sal de la Puna and Ganfeng’s adjacent Pozuelos Pastos Grandes (“Pozuelos”) project in Argentina. Both companies have conducted significant early works studies in the basin at their respective sites, and as a result, there is a rich data set available for the development of this plan.

The development plan is expected to be completed by the end of 2024 and will include significant technical collaboration to explore the best technologies, including direct lithium extraction (“DLE”) technology to complement the existing conventional solar evaporation process at Pastos Grandes.

The offtake rights for Pastos Grandes remain uncommitted, which will allow Lithium Argentina to explore opportunities to bring in new customers and financing to accelerate and support development of a global lithium chemical supply chain.

On March 5, 2024, Ganfeng agreed to invest $70M for an expected 15% stake in the Pastos Grandes project through a subscription of newly-issued shares of the Company’s Argentine subsidiary, Proyecto Pastos Grandes S.A. The transaction is expected to close mid-2024 subject to satisfaction of certain conditions including regulatory approvals of the People’s Republic of China and settlement of applicable transaction agreements with the proceeds available to support the Company’s Argentine operations.

Balance Sheet and Liquidity

 

As of March 31, 2024, the Company had $86 million in cash and cash equivalents and a $75 million undrawn subordinate debt facility for total liquidity of $161 million. An additional $20 million in collateral related to loans to Caucharí-Olaroz is expected to be released in Q2 2024. The Company’s current liabilities excluding equity-settleable convertible notes as of March 31, 2024, were $14 million.

 

On March 5, 2024, the Company announced the execution of a definitive agreement with a subsidiary of Ganfeng whereby Ganfeng agreed to acquire $70 million in newly issued shares of PPG, the Company’s indirect wholly-owned Argentine subsidiary holding Pastos Grandes. Completion of the Pastos Grandes Transaction is expected to occur in mid-2024 subject to satisfaction of certain conditions including regulatory approvals of the People’s Republic of China and settlement of applicable transaction agreements. The proceeds of the $70 million investment can be used to support the Company’s funding needs in Argentina, including the Caucharí-Olaroz project.

 

For 2024, Caucharí-Olaroz expects to be operating cash flow positive when adjusted for working capital changes. Working capital requirements are expected to remain elevated through the first half of 2024 as production continues to ramp up and sales shipments begin to normalize.

 

To support working capital, startup costs and manage foreign exchange risks, Minera Exar obtained local loans and credit facilities collateralized with cash held at Exar Capital and not included in the Company’s balance sheet. The loans are denominated in US dollars and are repayable in Argentine peso at prevailing official exchange rate at the time of repayment. As of March 31, 2024, Minera Exar had $241 million in local loans and credit facilities due, adjusted for the associated cash collateral, with $190 million due in 2024 and $51 million due in 2025 (at current foreign exchange rates, the loans would require approximately $200 million). The Company’s portion of this debt is $134 million based on its proportion of collateral ($112 million at current exchange rates).

 

 

 

MD&A - Period ended March 31, 2024

5

 

 

 

 

 

 


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A substantial portion of the local debt is being refinanced with unsecured credit facilities typical of an operating company.The Company is working with Ganfeng to pursue additional longer term debt options to leverage improved lending conditions in Argentina and to support longer-term growth plans.

 

The Company expects the existing cash balance, proceeds from operations and other sources of financing to provide sufficient financial resources to fund the planned expenditures at Pastos Grandes, Sal de la Puna and its share of Caucharí-Olaroz planned expenditures, general and administrative and other expenditures.

Cognizant of market conditions and the cyclical pressure in the lithium market, the Company has prudently commenced proactive measures to reduce discretionary spending at the corporate level, as well as at Caucharí-Olaroz and Pastos Grandes. These efforts are aimed at allowing Lithium Argentina to operate and develop its projects more efficiently and reduce cash spend. The Company remains steadfast in its unwavering commitment to neighboring communities and provinces in which it operates.

The timing and the amount of expenditures for Pastos Grandes are within the control of the Company due to its ownership interests in the project. Pursuant to the agreements governing Caucharí-Olaroz and Sal de la Puna, decisions regarding capital budgets for these projects require agreement between Lithium Argentina and the projects’ co-owner, Ganfeng.

The Company continues to support the ramp up of Caucharí-Olaroz and develop its other projects. The Company’s capital resources are driven by the status of its projects, ramp up at Caucharí-Olaroz and its ability to compete for investor support of its projects.

Over the long-term, the Company expects to meet its obligations and fund the development of its projects through its financing plans described above; however, due to the conditions associated with such financing, there can be no assurance that the Company will successfully complete all of its contemplated financing plans. Except as disclosed, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity and capital resources either materially increasing or decreasing at present or in the foreseeable future. The Company does not engage in currency hedging to offset any risk of currency fluctuations.

Environmental and Social Responsibility

Caucharí-Olaroz carried out its first Participatory quarterly environmental monitoring of 2024 in collaboration with an external environmental consultancy and laboratory. Observers from the various communities, including Susques, Puesto Sey, Pastos Chicos and El Toro participated in the process.

Caucharí-Olaroz, held its second annual training program on the formulation of social projects. This program, part of the “EXAR Together with the Community”, provides participants with the skills and tools to develop and present projects that positively impact the infrastructure and improvement of their communities.

 

 

 

MD&A - Period ended March 31, 2024

6

 

 

 

 

 

 


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SELECTED FINANCIAL INFORMATION

Quarterly Information

Selected consolidated financial information is as follows:

 

2024

2023

2022

(in US$ millions)

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

$

$

$

$

$

$

$

$

Total assets

1,046.1

1,055.0

1,063.4

1,501.9

1,328.4

1,016.5

1,023.9

1,043.5

Property, plant and equipment

9.8

9.2

8.0

90.9

35.6

9.0

8.8

9.2

Current assets

98.8

133.6

173.5

529.4

608.4

356.1

396.2

445.5

Current liabilities excluding equity-settleable convertible notes

(14.3

)

(14.6

)

(25.5

)

(52.2

)

(60.8

)

(19.6

)

(7.6

)

(10.1

)

Total liabilities

(226.0

)

(226.1

)

(221.6

)

(255.8

)

(274.5

)

(232.5

)

(251.3

)

(231.5

)

Expenses - continuing operations

(20.8

)

(5.6

)

(9.0

)

(12.0

)

(9.7

)

(11.7

)

(13.5

)

(75.8

)

(Loss)/income from continuing operations

(10.2

)

(1.1

)

6.8

14.9

(3.1

)

29.4

(29.8

)

2.3

Income/(loss) from discontinued operations

-

1,263.4

(0.2

)

10.9

(3.3

)

(19.3

)

(11.2

)

(18.9

)

Net (loss)/income

(10.2

)

1,262.3

6.6

25.8

(6.4

)

10.1

(41.0

)

(16.6

)

 

Notes:

1.
Quarterly amounts added together may not equal to the total reported for the period due to rounding.
2.
The operations of Lithium Americas (NewCo) have been presented in prior periods as a discontinued operation.

On July 31, 2023, at the annual, general and special meeting of the Company, the Company’s shareholders approved the separation of Lithium Americas into Lithium Americas (Argentina) Corp. and a new Lithium Americas Corp. (“Lithium Americas (NewCo)”), pursuant to a statutory plan of arrangement (the “Separation”). The Separation was completed on October 3, 2023. As a result of the transaction, the Company transferred its North American business, including, among other assets, the Thacker Pass Project (“Thacker Pass”) and $275.5 million of cash to Lithium Americas (NewCo).

Changes in the Company’s total assets, liabilities and net (loss)/income were driven mainly by increases in loans and contributions to Caucharí-Olaroz, expenses during the period, change in the fair value of the Convertible Notes derivative liability, the Company’s share of results of Caucharí-Olaroz and the distribution of assets and liabilities to the shareholders upon the Separation.

In Q1 2024, total assets decreased primarily due to a decrease in cash and cash equivalents which were used to fund the Company’s operations and a decrease in investment in the Caucharí-Olaroz project due to elimination of the Company’s portion of capitalized intercompany interest, partially offset by an increase in loans advanced to Exar Capital.

In Q4 2023, total assets decreased primarily due to the distribution of assets to shareholders upon the Separation. Net income increased mainly due to the recognition of a gain on distribution of assets to the shareholders upon the Separation, partially offset by expenses in the period and deferred tax expense of $10.7 million due to the weakening of the Argentine Pesos against the US dollar. The fair value of the net assets distributed was $1,680.5 million determined based on the share price of Lithium Americas (NewCo) on October 4, 2023, its first date of trading. The difference of $1,267.5 million between the fair value of the dividend and the carrying value of the net assets was recognized as a gain on distribution of assets on the statement of comprehensive income (loss).

In Q3 2023, assets and liabilities decreased primarily due to the classification of the North American business unit as held for distribution.

 

 

MD&A - Period ended March 31, 2024

7

 

 

 

 

 

 


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In Q2 2023, total assets increased primarily due to the acquisition of Arena Minerals and property, plant and equipment increased due to the capitalization of Thacker Pass construction costs. Total liabilities decreased primarily due to a decrease in fair value of the Convertible Notes derivative liability by $14.8 million and GM (defined below) warrant agreement and a subscription agreement (“GM Tranche 2 Agreements”) derivative liability by $19.0 million, partially offset by accrued interest on the Convertible Notes of $5.6 million.

In Q1 2023, total assets increased primarily due to cash proceeds from the first tranche investment by GM (“GM Tranche 1 Investment”) of $320 million and property, plant and equipment increased due to commencement of construction of the Thacker Pass project and, as a result, capitalization of the related project construction costs. Total liabilities increased primarily due to the GM Tranche 2 Agreements derivative liability of $24.1 million, an increase in accrued liabilities for $16.8 million in financial advisory fees to be paid in connection with the closing of GM Tranche 1 Investment and accrued interest on the Convertible Notes of $5.4 million.

In Q4 2022, total assets decreased primarily due to a decrease in cash and cash equivalents which were used to fund the Company’s operations. Total liabilities decreased primarily due to a decrease in fair value of the Convertible Notes derivative liability by $34.9 million, partially offset by accrued interest on the Convertible Notes of $5.4 million.

In Q3 2022, total assets decreased primarily due to the expenses in the period, the Company’s share of loss of Caucharí-Olaroz of $8.3 million and a loss on the fair value of warrants of Arena Minerals of $1.4 million. Total liabilities increased primarily due to a $18.4 million increase in fair value of the Convertible Notes derivative liability since Q2 2022, partially offset by an interest payment of $2.8 million on the Convertible Notes in July 2022.

In Q2 2022, total assets decreased primarily due to the Company’s share of loss of Caucharí-Olaroz of $71.5 million, a loss on fair value of Arena Minerals warrants of $3.8 million and a loss on the fair value of common shares of Green Technology Metals of $4.2 million. Total liabilities decreased primarily due to a decrease in fair value of the Convertible Notes derivative liability by $81.6 million, offset by accrued interest on the Convertible Notes of $2.5 million.

 

 

 

MD&A - Period ended March 31, 2024

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Results of Operations – Net loss analysis

Three Months Ended March 31, 2024, versus Three Months Ended March 31, 2023

The following table summarizes the items that resulted in an increase in net loss for the three months ended March 31, 2024 (“Q1 2024”) versus the three months ended March 31, 2023 (“Q1 2023”), as well as certain offsetting items:

 

Financial results

Three Months Ended March 31,

Change

(in US$ million)

2024

2023

$

$

$

EXPENSES

Exploration and evaluation expenditures

(3.1

)

(2.0

)

(1.1

)

General and administrative

(4.0

)

(4.3

)

0.3

Equity compensation

(1.4

)

(0.8

)

(0.6

)

Share of loss of Cauchari-Olaroz Project

(12.0

)

(2.2

)

(9.8

)

Share of loss of Arena Minerals

-

(0.4

)

0.4

Share of loss of Sal de la Puna Project

(0.3

)

-

(0.3

)

(20.8

)

(9.7

)

(11.1

)

OTHER ITEMS

Transaction costs

(0.7

)

(1.8

)

1.1

Gain on financial instruments measured at fair value

4.7

1.3

3.4

Finance costs

(6.0

)

(5.4

)

(0.6

)

Foreign exchange gain

0.5

1.6

(1.1

)

Finance and other income

12.2

10.9

1.3

10.7

6.6

4.1

LOSS FROM CONTINUING OPERATIONS BEFORE TAXES

(10.1

)

(3.1

)

(7.0

)

Tax expense

(0.1

)

-

(0.1

)

LOSS FROM CONTINUING OPERATION

(10.2

)

(3.1

)

(7.1

)

LOSS FROM DISCONTINUED OPERATIONS

-

(3.3

)

3.3

NET LOSS

(10.2

)

(6.4

)

(3.8

)

 

Higher net loss in Q1 2024 is primarily attributable to:

share of loss of the Caucharí-Olaroz project of $12.0 million in Q1 2024 versus $2.2 million loss in Q1 2023. The Company’s share of loss of the Caucharí-Olaroz project of $12.0 million in Q1 2024 mostly consists of $10.9 million effect of elimination of the Company’s portion of capitalized intercompany interest on loans provided by the Company and Ganfeng to fund the project;
an increase in exploration and evaluation expenditures related to consulting and salaries, drilling and field supplies associated with Pastos Grandes and Salar de Antofalla Project (“Antofalla Project”) which is 100% owned by Arena Minerals through its wholly owned subsidiary Antofalla Minerals S.A.;
lower foreign exchange gain of $0.5 million in Q1 2024 versus gain of $1.6 million in the comparative period primarily due to lower margin on funds transferred to Argentina;
higher equity compensation expense of $1.4 million in Q1 2024 versus $0.8 million expense in Q1 2023 mainly attributable to amortization expense of equity awards; and
higher finance costs of $ 6.0 million in Q1 2024 versus $5.4 million costs in Q1 2023 mainly associated with interest on the Convertible Notes.

 

 

 

MD&A - Period ended March 31, 2024

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Higher net loss was partially offset by:

gain on change in fair value of financial instruments of $4.7 million in Q1 2024 versus gain of $1.3 million in Q1 2023;
loss from discontinued operation of $3.3 million in comparative period Q1 2023 versus no loss in the current period. Loss from discontinued operation of $3.3M in Q1 2023 was mainly associated with Thacker Pass exploration expenditures, general and administrative spend, transaction costs offset by a gain on change in fair value of financial instruments;
higher finance income from interest on the loans to Exar Capital and interest earned on cash investments with financial institutions;
lower spend on transaction costs in Q1 2024 of $0.7 million versus $1.8 million spend in Q1 2023; and
lower general and administrative expenses due to a decrease in salaries, legal and consulting fees in Q1 2024 versus comparative period.

 

Purchases and sales of lithium carbonate

In Q1 2024, the Company purchased 49% of Minera Exar’s lithium carbonate shipped during the quarter with Ganfeng purchasing the remaining 51% of the product shipped. The Company acted in the capacity of an agent in such sales transactions, as the Company’s acquisition of title to lithium carbonate was simultaneous with the sale of lithium carbonate to Ganfeng and Bangchak and the Company was not directly exposed to inventory or price risk related to lithium carbonate.

Since there was no net amount of commission to the Company, there was no impact on the Company’s statement of comprehensive loss for the three months ended March 31, 2024.

As at March 31, 2024, the Company has $5.4 million payable to Minera Exar and $9.0 million receivable from Ganfeng included in payable to Minera Exar for lithium carbonate purchases and receivables from purchasers of lithium carbonate on the statement of financial position respectively.

 

Expenses

Exploration and evaluation expenditures during Q1 2024 of $3.1 million (2023 – $2.0 million) include expenditures incurred for Pastos Grandes and Antofalla Project. The increase in the Company’s exploration expenditures is mostly due to higher consulting, salaries, field supplies, drilling and geological expenses incurred during the three months ended March 31, 2024, on the projects.

Equity compensation during Q1 2024 of $1.4 million (2023 – $0.8 million) is a noncash expense and mainly associated with the amortization expense of restricted share units (“RSUs”), preferred share units (“PSUs”), and stock options for the three months ended March 31, 2024.

Included in general and administrative expenses for the three months ended March 31, 2024, of $4.0 million (2023 – $4.3 million) are:

Office and administrative expenses of $0.6 million (2023 – $0.4 million), which increased as a result of higher costs associated with office rent and supplies in Q1 2024 versus comparative period.
Professional fees of $1.5 million (2023 – $1.8 million) consisting mainly of legal fees and consulting fees.
Salaries and benefits of $1.5 million (2023 – $1.6 million) decreased mainly due to a lower headcount in Q1 2024 versus comparative period.

 

 

MD&A - Period ended March 31, 2024

10

 

 

 

 

 

 


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Other Items

Gain on change in fair value of financial instruments in Q1 2024 of $4.7 million (2023 – $1.3 million) relates to a gain on change in fair value of the Convertible Notes derivative liability. The fair value of this derivative liability as at March 31, 2024, is estimated using a partial differential equation method with Monte Carlo simulation with the following inputs: volatility of 64.21%, share price of $5.39, a risk-free rate of 4.44%, an expected dividend of 0%, and a credit spread of 8.08%. The gain on change in fair value of the Convertible Notes derivative liability is primarily due to a decrease in credit spread from 17.63% as at December 31, 2023 to 8.08% as at March 31, 2024 and a decrease in the Company’s share price from $6.32 as at December 31, 2023 to $5.39 as at March 31, 2024.

Finance and other income during Q1 2024 was $12.2 million (2023 – $10.9 million) and includes primarily interest income on the Company’s loans to Exar Capital of $10.2 million (2023 – $6.8 million), and interest earned on bank and other deposits of $2.0 million (2023 – $4.1 million).

LIQUIDITY AND CAPITAL RESOURCES

 

 

Cash Flow Highlights

Three Months Ended March 31,

(in US$ million)

2024

2023

$

$

Net cash used in operating activities

(8.2

)

(19.0

)

Net cash (used)/provided by investing activities

(28.1

)

24.8

Net cash (used)/provided by financing activities

(0.3

)

320.2

Effect of foreign exchange on cash

0.5

1.6

Change in cash and cash equivalents

(36.1

)

327.6

Cash and cash equivalents - beginning of the period

122.3

194.5

Cash and cash equivalents - end of the period

86.2

522.1

 

As at March 31, 2024, the Company had cash and cash equivalents of $86.2 million, compared to cash and cash equivalents of $522.1 million, short-term bank deposits of $82.1 million as at March 31, 2023.

As at March 31, 2024, the limited recourse loan facility remains undrawn with $75 million available under the facility.

Operating Activities

Cash used in operating activities during the three months ended March 31, 2024, was $8.2 million (2023 – $0.8 million and $18.2 million used in operating activities of continued and discontinued operations respectively). The significant components of operating activities are discussed in the Results of Operations section above.

Investing Activities

Cash used in investing activities during the three months ended March 31, 2024, was $28.1 million (2023 – $34.6 million and $9.8 million cash provided by/used in investing activities of continued and discontinued operations respectively).

During the three months ended March 31, 2024, the Company advanced $26.9 million of loans to Exar Capital, contributed $0.4 million to investment in Caucharí-Olaroz project and spent $0.8 million on PP&E additions.

Financing Activities

 

Equity-settleable Convertible Notes

On December 6, 2021, the Company closed an offering (the “Offering”) of $225 million aggregate principal amount of 1.75% convertible senior notes due in 2027 (the “Convertible Notes” or “Notes”). On December 9, 2021, the initial purchasers under the Offering exercised, in full, their option to purchase up to an additional $33.75 million aggregate principal amount of the Convertible Notes, increasing the total Offering size to $258.75 million.

 

 

MD&A - Period ended March 31, 2024

11

 

 

 

 

 

 


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In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The Company adopted these amendments effective January 1, 2024, and applied them retrospectively as required by the transitional provisions of the amendments.

Amendments to IAS 1 resulted in a reclassification of equity-settleable convertible notes from non-current liabilities to current liabilities as at January 1, 2023 and December 31, 2023. The convertible notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the convertible notes would be convertible at the option of the holders and upon conversion, the convertible notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. As a result, the Company does not have the right to defer settlement of the convertible notes for more than 12 months after the end of the reporting periods (see Note 10 of the Company’s Q1 2024 financial statements filed on SEDAR+ for details regarding the terms of the Convertible Notes).

 

Loan Facility

As at March 31, 2024, the limited recourse loan facility remains undrawn with $75 million available under the facility.

CURRENT SHARE DATA

 

Issued and outstanding securities of the Company as at the date of this MD&A were as follows:

 

Common Shares issued and outstanding

161.2 million

Restricted Share Units (RSUs)

2.5 million

Deferred Share Units (DSUs)

0.4 million

Stock Options

1.9 million

Performance Share Units (PSUs)

0.5 million

Common shares, fully diluted

166.5 million

RELATED PARTY TRANSACTIONS

Minera Exar, the Company’s equity accounted investee, entered into the following transactions with companies controlled by the family of its president, who is also a director of Lithium Argentina:

Option Agreement with Grupo Minero Los Boros S.A. on March 28, 2016, for the transfer to Minera Exar of title to certain mining properties that comprised a portion of the Caucharí-Olaroz project.
Expenditures under the construction services contract for the Caucharí-Olaroz project with Magna Construcciones S.R.L. (“Magna”) were $0.2 million for the three months ended March 31, 2024 (on a 100% basis).
Service agreement with a consortium owned 49% by Magna. The agreement entered into Q1 2022, is for servicing of the evaporation ponds at Caucharí-Olaroz over a five-year term, for total consideration of $68 million (excluding VAT).

During the three months ended March 31, 2024, director’s fees paid by Minera Exar to its President, who is also a director of the Company, totaled $19,000 (2023 – $18,000) (on a 100% basis).

 

 

 

MD&A - Period ended March 31, 2024

12

 

 

 

 

 

 


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During the three months ended March 31, 2024, Minera Exar settled approximately $34.0 million (a portion of the outstanding third party loans) with a $25.9 million loan from Exar Capital at prevailing foreign exchange rate at the time of repayment. The accumulated amount of such loans obtained from third parties as of March 31, 2024, is approximately $331.0 million and they include loans totaling:

 

$80.0 million which are secured with a $33.0 million line of credit and $30.0 million guarantee provided by Ganfeng. The Company has in turn provided a guarantee to Ganfeng in the amount of $34.3 million for the loans;
$96.0 million that are secured with a bank letter of credit arranged by Exar Capital, with the Company and Ganfeng providing approximately $57.0 million cash that is held by Exar Capital as collateral under the line of credit. This cash can be used to settle Minera Exar loans. Subsequent to Q1 2024, Minera Exar settled approximately $33.0 million (a portion of the outstanding third party loans) with a $26.7 million loan from Exar Capital; and
$18.0 million that are secured with a bank letter of credit arranged by Minera Exar. The remaining third-party loans are unsecured.

In March 2023, an agreement was entered into with the Company’s former VP, Corporate Development to provide corporate development consulting services effective August 1, 2023, with an aggregate value over three years of $3.2 million.

Upon the retirement of the Company’s former Chief Financial Officer, an agreement was entered into on April 20, 2023, providing for a payment of $315 thousand for delaying his retirement, a payment under the terms of his contract of approximately $24 thousand and a grant of restricted share units with a value of approximately $664 thousand to be made by the Company. The parties further agreed to enter into a consulting agreement, which was entered into effective April 24, 2023, for the provision of advisory services for a one-year term, which was extended subsequent to March 31, 2024, for the three additional months beyond the term of the agreement. The aggregate value of the consulting agreement over its original term is $180 thousand.

Compensation of Key Management

The Company’s key management includes the executive management team who supervise day-to-day operations and independent directors on the Company’s Board of Directors who oversee management. Their compensation is as follows:

 

 

Three Ended March 31,

(in US$ million)

2024

2023

 

$

$

Equity compensation

1.4

0.7

Salaries, bonuses, benefits and directors' fees included in general and administrative expenses

0.5

0.8

Salaries, bonuses and benefits included in exploration expenditures

0.1

0.2

Salaries and benefits capitalized to Investment in Caucharí-Olaroz project

0.1

0.1

2.1

1.8

 

Amounts due to directors as at March 31, 2024, include $0.5 million due to the independent directors of the Company for Q1 2024 and Q4 2023 directors’ fees.

 

(in US$ million)

March 31, 2024

December 31, 2023

$

$

Total due to directors

0.5

0.1

 

 

 

 

MD&A - Period ended March 31, 2024

13

 

 

 

 

 

 


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Offtake Arrangements

Each of the Company and Ganfeng are entitled to a share of offtake from production at the Caucharí-Olaroz project. The Company will be entitled to 49% of the offtake, which would amount to approximately 19,600 tpa of lithium carbonate assuming full capacity is achieved. The Company has entered into an offtake agreement with each of Ganfeng and Bangchak to sell a fixed amount of offtake production at market-based prices, with Ganfeng entitled to 80% of the first 12,250 tpa of lithium carbonate (9,800 tpa assuming full production capacity) and Bangchak entitled to up to 6,000 tpa of lithium carbonate (assuming full production capacity). The balance of the Company’s offtake entitlement, amounting to up to approximately 3,800 tpa of lithium carbonate is uncommitted, but for limited residual rights available to Bangchak to the extent production does not meet full capacity.

CONTRACTUAL OBLIGATIONS

As at March 31, 2024, the Company had the following contractual obligations on an undiscounted basis:

 

Years ending December 31,

2024

2025

2026 and later

Total

$

$

$

$

Convertible Notes

2.3

4.5

265.5

272.3

Accounts payable and accrued liabilities

12.8

-

-

12.8

Obligations under office leases¹

0.5

0.4

0.3

1.2

Total

15.6

4.9

265.8

286.3

 

¹Include principal and interest/finance charges.

The Convertible Notes are classified as current liabilities as at March 31, 2024, since the Notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the Notes would be convertible at the option of the holders and upon conversion, the Notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. The above table summarizes the contractual maturities as at March 31, 2024, with respect to the Convertible Notes assuming such conditions are not satisfied.

The Company’s and the Company’s equity investees’ commitments related to royalties, and other payments are disclosed in Notes 7 and 9 of Q1 2024 financial statements filed on SEDAR+, most of which will be incurred in the future if the Company continues to hold the subject property, continues construction, or starts production.

FINANCIAL INSTRUMENTS

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

All of the Company’s financial instruments are classified into financial assets and liabilities measured at amortized cost, other than the Convertible Notes derivative are measured at fair value on a recurring basis. All financial instruments are initially measured at fair value plus, in the case of items measured at amortized cost, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

Financial assets are measured at amortized cost if they are held for the collection of contractual cash flows where those cash flows solely represent payments of principal and interest. The Company’s intent is to hold these financial assets in order to collect contractual cash flows. The contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding.

The Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

 

 

MD&A - Period ended March 31, 2024

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The Company and its subsidiaries, as well as its investee Minera Exar, may from time to time make short-term investments into Argentine government securities, financial instruments guaranteed by Argentine banks and other Argentine securities. These investments may or may not realize short term gains or losses.

For additional details about the Company’s financial instruments please refer to the Note 18 of the Company’s Q1 2024 financial statements filed on SEDAR+.

ESTIMATION UNCERTAINTY AND ACCOUNTING POLICY JUDGMENTS

Please refer to the Company’s annual MD&A for the year ended December 31, 2023, for Estimation Uncertainty and Accounting Policy Judgments disclosure. The nature and amount of significant estimates and judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty as well as accounting policies applied during the three months ended March 31, 2024, were substantially the same as those that management applied to the consolidated financial statements as at and for the year ended December 31, 2023.

NEW IFRS PRONOUNCEMENTS

Amendments to IAS 1 – Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non-current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The Company adopted these amendments effective January 1, 2024, and applied them retrospectively as required by the transitional provisions of the amendments.

Amendments to IAS 1 resulted in a reclassification of equity-settleable convertible notes from non-current liabilities to current liabilities as at January 1, 2023 and December 31, 2023. The convertible notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the convertible notes would be convertible at the option of the holders and upon conversion, the convertible notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. As a result, the Company does not have the right to defer settlement of the convertible notes for more than 12 months after the end of the reporting periods.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards; some requirements previously included in IAS 1 have been moved to IAS 8 and limited amendments have been made to IAS 7 and IAS 34. IFRS 18 is effective for the reporting period beginning on or after 1 January 2027, with early application permitted. Retrospective application is required in both annual and interim financial statements. The Company has not yet applied this standard, and the application of this standard will have an impact on the presentation of the Company’s financial statement.

 

 

MD&A - Period ended March 31, 2024

15

 

 

 

 

 

 


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RISKS AND UNCERTAINTIES

The operating results and financial condition of the Company are subject to a number of inherent risks and uncertainties associated with its business activities. Natural resources exploration, development and operation involves a number of risks and uncertainties, many of which are beyond the Company’s control. These risks and uncertainties include, without limitation, numerous external factors such as economic, social, geopolitical, warfare, environmental, regulatory, health, legal, tax and market risks impacting, among other things, lithium prices, commodities, foreign exchange rates, inflation, the availability and cost of capital to fund the capital requirements of the business and the supply chain related to the business, uncertainty of production and other estimates and the potential for unexpected costs and expenses, and changes in general economic conditions or conditions in the financial markets, as well as the various risks discussed elsewhere in this MD&A and those identified in the Company’s Annual Information Form and Form 40-F for the year ended December 31, 2023, and the Company’s other disclosure documents as filed in Canada on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov. You should carefully consider such risks and uncertainties prior to deciding to invest in our securities.

TECHNICAL INFORMATION AND QUALIFIED PERSON

 

The scientific and technical information in this MD&A, has been reviewed and approved by Ernest Burga, P.Eng., a “Qualified Person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and independent of the Company. Additional information about the Company’s mineral projects is contained in its latest AIF and Form 40-F.

Detailed scientific and technical information on the Caucharí-Olaroz project can be found in the NI 43-101 technical report entitled “Updated Feasibility Study and Reserve Estimation to Support 40,000 tpa Lithium Carbonate Production at Caucharí-Olaroz Salars, Jujuy Province, Argentina”. The technical report has an effective date of September 30, 2020, and was prepared “Qualified Persons” for the purposes of NI 43-101, independent of the Company.

Detailed scientific and technical information on the Pastos Grandes project can be found in the NI 43-101 technical report dated June 16, 2023, titled “Lithium Resources Update, Pastos Grandes Project, Salta Province, Argentina”. The technical report has an effective date of April 30, 2023, and was prepared by a “Qualified Person” for the purposes of NI 43-101, independent of the Company. Copies of the technical reports are available on the Company’s website at www.lithium-argentina.com and on the Company’s SEDAR+ profile at www.sedarplus.ca.

Further information about the Caucharí-Olaroz project, including a description of key assumptions, parameters, description of sampling methods, data verification and QA/QC programs, and methods relating to resources and reserves, factors that may affect those estimates, and details regarding development and the mine plan for the project, is available in the above-mentioned Caucharí-Olaroz technical report.

Further information about the Pastos Grandes project, including a description of key assumptions, parameters, description of sampling methods, data verification and QA/QC programs, and methods relating to resources, factors that may affect those estimates, is available in the above-mentioned Pastos Grandes technical report.

Unless otherwise indicated, all mineral reserves and mineral resources estimates referred to in this MD&A have been prepared in accordance with NI 43-101 and the CIM Definition Standards adopted by the Canadian Institute of Mining, Metallurgy and Petroleum on May 10, 2014. These standards are similar to, but differ in some ways from, the requirements of the SEC that are applicable to domestic United States reporting companies and foreign private issuers not eligible for the multijurisdictional disclosure system adopted by the United States and Canada. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards under Subpart 1300 of Regulation S-K. Accordingly, information included in this MD&A that describes the Company's mineral reserves and mineral resources estimates may not be comparable with information made public by United States companies subject to the SEC’s reporting and disclosure requirements.

 

 

MD&A - Period ended March 31, 2024

16

 

 

 

 

 

 


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DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is recorded, processed, summarized and reported within the time periods specified by securities regulators and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is accumulated and communicated to the issuer’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management designed the disclosure controls and procedures to provide reasonable assurance that material information relating to the Company, including its consolidated subsidiaries, is made known to them on a timely basis. The Company’s management believes that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. There have been no significant changes in our internal controls over financial reporting during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information”). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Information concerning Mineral Resource and Mineral Reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information generally can be identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “propose,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

In particular, this MD&A contains forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: 2024 expected production for the Caucharí-Olaroz project; expected production for the month of May; 2024 positive cash flow expectations; goals of the Company; development of the Caucharí-Olaroz project, including timing, progress, approach, continuity or change in plans, construction, commissioning, milestones, anticipated production and results thereof and expansion plans; plans at the Caucharí-Olaroz project to prioritize commissioning and the expected timing thereof; timing of completion of KCI plant; expected remaining funding commitments at the Caucharí-Olaroz project; expected timing of full capacity production at the Caucharí-Olaroz project and plans for additional production capacity; Stage 2 targeted production capacity; estimates, and any change in estimates, of the Mineral Resources and Mineral Reserves at the Company’s properties; development of Mineral Resources and Mineral Reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of Mineral Resources and Mineral Reserves estimates, including whether Mineral Resources that are not included in Mineral Reserves will ever be developed into Mineral Reserves, and information and underlying assumptions related thereto; the timing and amount of future production;

 

 

MD&A - Period ended March 31, 2024

17

 

 

 

 

 

 


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expectations with respect to costs of production; liquidity outlook; use of proceeds from financing activities; currency exchange and interest rates; the Company’s expectations with respect to meeting its funding obligations through its financing plans; expectations with respect to the sufficiency of current cash balances and other sources to fund planned expenditures; the Company’s ability to raise capital and the sufficiency of currently available funding; expected expenditures to be made by the Company on its properties; the timing, cost, quantity, capacity and product quality of production of the Caucharí-Olaroz project, which is held and operated through an entity in Argentina that is 44.8% owned by the Company, 46.7% owned by Ganfeng and 8.5% owned by JEMSE; successful operation of the Caucharí-Olaroz project under its co-ownership structure; ability to produce battery grade lithium products; the timing of the completion of the Pastos Grandes Transaction and potential benefits thereof; the Company’s share of the expected capital expenditures for the construction of the Caucharí-Olaroz project; expecting timing to complete project review, development planning, evaluating opportunities for synergy for the Pastos Grandes and Sal de la Puna projects as well as Pozuelos; ability to achieve capital cost efficiencies; stability and inflation related to the Argentine peso, matters relating to the agreement reached by the Argentine government with the International Monetary Fund in respect of Argentina’s external debt, whether the Argentine government implements additional foreign exchange and capital controls, and the effect of current or any additional regulations on the Company’s operations; and the successful integration and expected benefits of the acquisition of Arena Minerals, including opportunities for regional growth and development of the Pastos Grandes basin expected from the acquisition.

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to forward-looking information listed above, the Company has made assumptions regarding, among other things:

current technological trends;
a cordial business relationship between the Company and third party strategic and contractual partners, including the co-owners of the Caucharí-Olaroz Project;
ability of the Company to fund, advance and develop the Caucharí-Olaroz Project and its other projects, and the respective impacts of the projects when production commences or has fully ramped-up;
the Company’s ability to operate in a safe and effective manner;
uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Argentina;
demand for lithium, including that such demand is supported by growth in the electric vehicle market;
the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry;
general economic conditions;
the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates;
stability and inflation of the Argentine peso, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current or any additional regulations on the Company’s operations;
the impact of unknown financial contingencies, including litigation costs, on the Company’s operations;
gains or losses, in each case, if any, from short-term investments in Argentine bonds and equities;
estimates of and unpredictable changes to the market prices for lithium products;

 

 

MD&A - Period ended March 31, 2024

18

 

 

 

 

 

 


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development and construction costs for the Caucharí-Olaroz project, the economics related thereto, and costs for any additional exploration work at the project;
estimates of Mineral Resources and Mineral Reserves, including whether Mineral Resources not included in Mineral Reserves will be further developed into Mineral Reserves;
reliability of technical data;
anticipated timing and results of exploration, development and construction activities, including the impact of any pandemic, war or other global events on such timing;
the receipt of required approvals for and timing of the Pastos Grandes Transaction;
the Company’s ability to obtain additional financing on satisfactory terms or at all;
the ability to develop and achieve production at any of the Company’s mineral exploration and development properties;
the impacts of pandemics and geopolitical issues on the Company’s business;
the impact of inflation and other economic conditions on the Company’s business and global markets; and
accuracy of development budget and construction estimates.

Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information. The Company’s actual results could differ materially from those anticipated in any forward-looking information as a result of the risk factors set out herein and, in the Company’s latest AIF available on SEDAR+.

All forward-looking information contained in this MD&A is expressly qualified by the risk factors set out in the Company’s latest AIF, management information circular and this MD&A. Such risks include, but are not limited to the following: the Company’s mineral properties, or the mineral properties in which it has an interest, may not be developed or operate as planned and uncertainty of whether there will ever be production at the Company’s mineral exploration properties, or the properties in which it has an interest; cost overruns; risks associated with the Company’s ability to successfully secure adequate additional funding; market prices affecting the ability to develop or operate the Company's mineral properties and properties in which it has an interest; risks associated with co-ownership and/or joint venture arrangements; risks related to acquisitions, integration and dispositions; risk to the growth of lithium markets; lithium prices; inability to obtain required governmental permits and government-imposed limitations on operations; technology risk; inability to achieve and manage expected growth; political risk associated with foreign operations, including co-ownership arrangements with foreign domiciled partners; risks arising from the outbreak of hostilities in Ukraine, Israel, the Middle East and other parts of the world and the international response, including but not limited to their impact on commodity markets, supply chains, equipment and construction; emerging and developing market risks; risks associated with not having production experience; operational risks; changes in government regulations; changes to environmental requirements; failure to obtain or maintain necessary licenses, permits or approvals; insurance risk; receipt and security of mineral property titles and mineral tenure risk; changes in project parameters as plans continue to be refined; changes in legislation, governmental or community policy; regulatory risks with respect to strategic minerals; mining industry competition; market risk; volatility in global financial conditions; uncertainties associated with estimating Mineral Resources and Mineral Reserves, including uncertainties relating to the assumptions underlying Mineral Resource and Mineral Reserve estimates; whether certain Mineral Resources will ever be converted into Mineral Reserves; uncertainties with respect to estimates of capital and operating costs and related economics for the Caucharí-Olaroz Project; uncertainties inherent to the results of feasibility studies; risks in connection with the Company’s existing debt financing; risks related to investments in Argentine bonds and equities; opposition to development of the Company’s mineral properties; lack of brine management regulations; surface access risk; risks related to climate change; geological, technical, drilling or processing problems; uncertainties in estimating capital and operating costs, cash flows and other project

 

 

MD&A - Period ended March 31, 2024

19

 

 

 

 

 

 


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economics; liabilities and risks, including environmental liabilities and risks inherent in mineral extraction operations; health and safety risks; risks related to the stability and inflation of the Argentine peso, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current and any additional regulations on the Company’s operations; risks related to unknown financial contingencies, including litigation costs, on the Company’s operations; unanticipated results of exploration activities; unpredictable weather conditions; unanticipated delays in preparing technical studies; inability to generate profitable operations; restrictive covenants in debt instruments; lack of availability of additional financing on terms acceptable to the Company, or to the Company and its co-owners for any co-ownership interests; shareholder dilution; intellectual property risk; dependency on consultants and key personnel; payment of dividends; competition for, amongst other things, capital, undeveloped lands and skilled personnel; fluctuations in currency exchange and interest rates; regulatory risk, including as a result of the Company’s dual-exchange listing and increased costs thereof; conflicts of interest; Common Share price volatility; cybersecurity risks and threats; and uncertainties with obtaining required approvals (including regulatory approvals) for the Pastos Grandes Transaction. Such risk factors are not exhaustive. The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this MD&A is expressly qualified in its entirety by this cautionary statement. Additional information about the above-noted assumptions, risks and uncertainties is contained in the Company’s filings with securities regulators, including our latest AIF and management information circular, which are available on SEDAR+.

 

 

MD&A - Period ended March 31, 2024

20

 

 

 

 

 

 


EX-99.3 4 laac-ex99_3.htm EX-99.3 EX-99.3

 

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Samuel Pigott, Chief Executive Officer of Lithium Americas (Argentina) Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Lithium Americas (Argentina) Corp. (the “issuer”) for the interim period ended March 31, 2024.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

1

 


 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013 COSO Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: May 13, 2024

 

“Samuel Pigott”

Samuel Pigott

Chief Executive Officer

 

2

 


EX-99.4 5 laac-ex99_4.htm EX-99.4 EX-99.4

 

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Alex Shulga, Chief Financial Officer of Lithium Americas (Argentina) Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Lithium Americas (Argentina) Corp. (the “issuer”) for the interim period ended March 31, 2024.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

1

 


 

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013 COSO Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2 ICFR – material weakness relating to design: N/A

 

5.3 Limitation on scope of design: N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: May 13, 2024

 

“Alex Shulga”

Alex Shulga

Chief Financial Officer

 

2

 


EX-99.5 6 laac-ex99_5.htm EX-99.5 EX-99.5

Exhibit 99.5

 

NEWS RELEASE

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Lithium Argentina Reports First Quarter 2024 Results

 

May 13, 2024 – Vancouver, Canada: Lithium Americas (Argentina) Corp. (“Lithium Argentina,” the “Company,” or “LAAC”) (TSX: LAAC) (NYSE: LAAC), today announced first quarter results.

Highlights

 

Operational Highlights

 

o
During the three months ended March 31, 2024, Caucharí-Olaroz produced approximately 4,500 tonnes of lithium carbonate.
The project continues to advance through the ramp up and test higher production levels.
In April 2024, a planned shutdown was performed to inspect and improve reliability of the processing plant.
o
Caucharí-Olaroz remains on target to produce 20,000 - 25,000 tonnes of lithium carbonate in 2024.
The target remains to reach and maintain a near steady state production level by the end of the year.
o
For 2024, Caucharí-Olaroz expects to be operating cash flow positive when adjusted for working capital changes.
Working capital requirements are expected to remain elevated through the first half of 2024 as production continues to ramp up and sales shipments begin to normalize.

 

Financial Highlights
o
As of March 31, 2024, Lithium Argentina had $86M in cash and cash equivalents with an additional $20M in collateral related to loans to Caucharí-Olaroz expected to be released in Q2 2024.
The Company has not drawn on its $75M credit facility with Ganfeng Lithium Co. Ltd. (“Ganfeng”) and has $259M in convertible debt at 1.75% due in early 2027.
o
As of March 31, 2024, Minera Exar S.A. (“Minera Exar”), the Argentine joint venture company owned by the Company (44.8%), Ganfeng (46.7%) and Jujuy Energia y Mineria Sociedad del Estado (“JEMSE”) (8.5%) had approximately $241M (on a 100% basis, less cash collateral) of local debt tied to funding working capital and startup costs.
A substantial portion of the local debt is being refinanced with unsecured credit facilities typical of an operating company.
The Company is working with Ganfeng to pursue additional longer term debt options to leverage improved lending conditions in Argentina and support future growth plans.

 

Corporate Highlights

 

o
On March 5, 2024, Ganfeng agreed to invest $70M for an expected 15% stake in the Pastos Grandes project through a subscription of newly-issued shares of the Company’s Argentine subsidiary, Proyecto Pastos Grandes S.A. (the “Pastos Grandes Transaction”). The transaction is expected to close mid-2024 with proceeds available to support the Company’s Argentine operations.
o
In the first quarter of 2024, the Company commenced additional measures to reduce discretionary spending at the corporate level by 25%.
o
The Company will hold its Annual General Shareholders Meeting on June 20, 2024.

 

 

 

Earnings Release:

First Quarter 2024

1

 

 

 

 

 


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Commenting on the results for the three-month period ended March 31, 2024, Sam Pigott, CEO, Lithium Argentina commented:

“I am proud of how the team at Caucharí-Olaroz continues to advance through the ramp up and progress towards a capacity of 40,000 tonnes per annum. During the first quarter 2024, the production volumes totaled approximately 4,500 tonnes, about 20% higher than volumes produced during the fourth quarter. The Company remains focused on completing the ramp-up at Caucharí-Olaroz, prioritizing prudent financial management practices to ensure the company remains sufficiently capitalized and advancing the regional development plan for the Pastos Grandes basin with Ganfeng.”

 

Mr. Pigott continued by saying, “In recent months, we worked closely with Ganfeng to advance local debt options in Argentina to take advantage of improved lending conditions in Argentina and the transition to an operating business. These actions will enhance financial flexibility to advance near-term growth, minimize dilution and preserve future opportunities to create shareholder value.

 

He closed by saying, “Looking ahead, we remain optimistic about the outlook for the lithium industry, which is buoyed by favorable demand fundamentals and has seen positive pricing trends in recent months. With Caucharí-Olaroz operating and a regional development plan being advanced and a talented team of professionals in Argentina and abroad, we are well-positioned to navigate the challenges and capitalize on the opportunities that lie ahead.”

 

 

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Earnings Release:

First Quarter 2024

2

 

 

 

 

 


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FINANCIAL RESULTS

 

Selected consolidated financial information is presented as follows:

 

(in US$ million except per share information)

Quarters ended March 31,

 

2024

 

2023

 

$

$

Expenses

(20.8)

 

(9.7)

Net loss

(10.2)

(6.4)

Loss per share – basic

(0.06)

(0.04)

 

 

(in US$ million)

As at March 31,

2024

As at December 31, 2023

$

$

Cash and cash equivalents

86.2

122.3

Total assets

1,046.1

1,055.0

Total liabilities

(226.0)

 

(226.1)

 

 

In Q1 2024, net loss was attributable to expenses in the period partially offset by a gain on change in fair value of the convertible note derivative liability.

 

In Q1 2024, total assets decreased primarily due to a decrease in cash and cash equivalents which were used to fund the Company’s operations and a decrease in investment in the Caucharí-Olaroz project due to elimination of the Company’s portion of capitalized intercompany interest, partially offset by an increase in loans advanced to Exar Capital.

 

This news release should be read in conjunction with Lithium Argentina’s condensed consolidated interim financial statements and management's discussion and analysis for the quarter ended March 31, 2024, which are available on SEDAR+. All amounts are in U.S. dollars unless otherwise indicated.

 

ABOUT LITHIUM ARGENTINA

Lithium Argentina is an emerging producer of lithium carbonate for use primarily in lithium-ion batteries and electric vehicles. The Company, in partnership with Ganfeng Lithium Co, Ltd., is ramping up production of the Caucharí-Olaroz lithium brine operation in Argentina and advancing development of additional lithium resources in the region. Lithium Argentina currently trades on the TSX and on the NYSE, under the ticker symbol “LAAC.”

 

For further information contact:

Investor Relations

Telephone: +54-11-52630616

Email: ir@lithium-argentina.com

Website: www.lithium-argentina.com

 

 

 

Earnings Release:

First Quarter 2024


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TECHNICAL INFORMATION

The Technical Information in this news release with respect to Caucharí-Olaroz, has been reviewed and approved by Ernest Burga, P.Eng., a Qualified Person as defined by National Instrument 43-101 independent of the Company.

 

FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information”). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Forward-looking information generally can be identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “propose,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

In particular, this news release contains forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: 2024 expected production for the Caucharí-Olaroz project; goals of the Company; development of the Caucharí-Olaroz project, including timing of the ramp up in production capacity and product quality, timing of commissioning and ramp up of the KCI plant; expectations with respect to regional development planning for the Pasto Grandes basin and the timing thereof; and the timing of closing of the Pastos Grandes Transaction.

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information contained in this news release is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, including but not limited to those related to: current technological trends; a cordial business relationship between the Company and third party strategic and contractual partners, including the co-owners of the Caucharí-Olaroz project; ability of the Company to fund, advance, develop and ramp up the Caucharí-Olaroz project, the impacts of the project when full production commences; ability of the Company to advance and develop the Pastos Grandes and Sal de la Puna projects; the Company’s ability to operate in a safe and effective manner; uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Argentina; demand for lithium, including that such demand is supported by growth in the electric vehicle market; the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry; general economic, geopolitical, and political conditions; the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates; regulatory, and political matters that may influence or be influenced by future events or conditions; local and global political and economic conditions; governmental and regulatory requirements and actions by governmental authorities, including changes in government policies; stability and inflation of the Argentine peso, including any foreign exchange or capital controls which may be enacted in respect thereof, and the effect of current or any additional regulations on the Company’s operations; the impact of unknown financial contingencies, including litigation costs, on the Company’s operations; gains or losses, in each case, if any, from short-term investments in Argentine bonds and equities; estimates of and unpredictable changes to the market prices for lithium products; development and ramp up costs for the Caucharí-Olaroz project, and costs for any additional exploration work at the projects; uncertainties inherent to estimates of Mineral Resources and Mineral Reserves, including whether Mineral Resources not included in Mineral Reserves will be further developed into Mineral Reserves; reliability of technical data; anticipated timing and results of exploration, development and construction activities; the receipt of required approvals for and timing of the Pastos Grandes Transaction; the Company’s ability to obtain additional financing on satisfactory terms or at all; the ability to develop and achieve production at any of the Company’s mineral exploration and development properties; the impacts of pandemics and geopolitical issues on the Company’s business; the impact of inflationary and other conditions on the Company’s business and global markets; and accuracy of development budget and construction estimates.

 

 

 

Earnings Release:

First Quarter 2024


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Many of these expectations, assumptions, risk and uncertainties are beyond the Company’s control, and could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information.

Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information. The Company’s actual results could differ materially from those anticipated in any forward-looking information as a result of the risk factors set out herein and, in the Company’s latest annual information form (“AIF”), management information circular, management discussion & analysis and other publicly filed documents (collectively, the “Company Public Disclosure”) all of which are available on SEDAR+.

All forward-looking information contained in this news release is expressly qualified by the risk factors set out in the latest Company Public Disclosures. Such risks include, but are not limited to the following: lithium prices; inability to obtain required governmental permits and government-imposed limitations on operations; technology risk; political risk associated with foreign operations, including co-ownership arrangements with foreign domiciled partners; risks arising from the outbreak of hostilities in Ukraine, Israel, the Middel East and other parts of the world and the international response, including but not limited to their impact on commodity markets, supply chains, equipment and construction; emerging and developing market risks; risks associated with not having production experience; operational risks; changes in government regulations; changes to environmental requirements; failure to obtain or maintain necessary licenses, permits or approvals; insurance risk; receipt and security of mineral property titles and mineral tenure risk; changes in project parameters as plans continue to be refined; changes in legislation, governmental or community policy; regulatory risks with respect to strategic minerals; mining industry competition; market risk; volatility in global financial conditions; uncertainties associated with estimating Mineral Resources and Mineral Reserves, including uncertainties relating to the assumptions underlying Mineral Resource and Mineral Reserve estimates; risks related to unknown financial contingencies, including litigation costs, on the Company’s operations; unanticipated results of exploration activities; cybersecurity risks and threats; and uncertainties with obtaining required approvals (including regulatory approvals) for the Pastos Grandes Transaction. Such risk factors are not exhaustive. The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement. Additional information about the above-noted assumptions, risks and uncertainties is contained in the Company Public Disclosures, which are available on SEDAR+ at www.sedarplus.ca.

 

 

 

 

 

 

Earnings Release:

First Quarter 2024


EX-99.6 7 laac-ex99_6.htm EX-99.6 EX-99.6

Exhibit 99.6

CONSENT OF ERNEST BURGA

 

The undersigned hereby consents to (i) the inclusion in this Current Report on Form 6-K of Lithium Americas (Argentina) Corp. (the “Company”) of the references to the undersigned’s involvement in the preparation and review of the scientific and technical information, contained in the Company’s Management’s Discussion and Analysis for the three months ended March 31, 2024 (the “Technical Information”) being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 6-K; and (ii) the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s Registration Statement on Form F-10 (No. 333-269649), and any amendments thereto, filed with the SEC.

 

 

 

 

Date: May 13, 2024

 

/s/Ernest Burga

Ernest Burga, P.Eng.