LITHIUM AMERICAS CORP. as Issuer and [ ] as U.S. Trustee and [ ] as Canadian Trustee Indenture Dated as of [ ]Indenture • October 6th, 2023 • Lithium Americas Corp. • Metal mining • New York
This Indenture is subject to the provisions of Trust Indenture Legislation that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • September 27th, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
WHEREAS in connection with the Master Purchase Agreement (as defined herein) between the Corporation and the Investor, the Corporation is proposing to issue 15,002,243 Subscription Receipts (as defined herein) at the Subscription Receipt Purchase Price (as defined herein), with each Subscription Receipt representing the right to receive one Unit (as defined herein) in the manner herein set forth;
LOCK-UP AGREEMENTLock-Up Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining • British Columbia
LITHIUM AMERICAS CORP., a corporation existing under the laws of the Province of British Columbia, and to be named Lithium Americas (Argentina) Corp. as at the Effective Time (“LAC”)
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT LITHIUM AMERICAS CORP. and GENERAL MOTORS HOLDINGS LLC October 15, 2024Investor Rights Agreement • October 17th, 2024 • Lithium Americas Corp. • Metal mining • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:
Certain identified information has been omitted from this exhibit because it is not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted. Proposed Form of Tax Indemnity...Tax Indemnity and Cooperation Agreement • August 22nd, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
WHEREAS Lithium Argentina (formerly known as Lithium Americas Corp. before being renamed pursuant to the Plan of Arrangement (as defined herein)) and Spinco (formerly known as 1397468 B.C. Ltd. before being renamed pursuant to the Plan of Arrangement) entered into the Arrangement Agreement (as defined herein) providing for the Arrangement (as defined herein) of Lithium Argentina (when known as Lithium Americas Corp.) under section 288 of the BCBCA (as defined herein), pursuant to which, commencing at the Effective Time on the Effective Date (as each such term is defined herein), among other things, (i) Spinco acquired the Distribution Property (as defined herein) from Lithium Argentina, and (ii) newly issued no par value common shares of Spinco were acquired by the holders of the Common Shares (as defined in the Plan of Arrangement);
Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted. AMENDED AND RESTATED...Arrangement Agreement • September 14th, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
WHEREAS the Parties hereto entered into an Arrangement Agreement dated May 15, 2023 (the "Original Agreement") and the Parties wish to amend and restate the Original Agreement in its entirety;
Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted. Certain exhibits and...Water Rights Purchase Agreement • September 14th, 2023 • 1397468 B.C. Ltd. • Metal mining • Nevada
This Supplement to Water Rights Purchase Agreement (hereinafter "Supplement") is entered into this 26th day of November, 2018, between HOME RANCH, LLC, a Nevada limited liability company (hereinafter "Seller"), and LITHIUM NEVADA CORP., a Nevada corporation (hereinafter referred to as "Buyer").
SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining • British Columbia
GENERAL MOTORS HOLDINGS LLC, a limited liability company organized and existing under the laws of the State of Delaware
INVESTMENT AGREEMENTInvestment Agreement • October 17th, 2024 • Lithium Americas Corp. • Metal mining • Delaware
LITHIUM NEVADA VENTURES LLC, a limited liability company organized and existing under the laws of the State of Delaware
LITHIUM OFFTAKE AGREEMENT by and between LITHIUM AMERICAS CORP. and GENERAL MOTORS HOLDINGS LLC February 16, 2023Lithium Offtake Agreement • September 27th, 2023 • 1397468 B.C. Ltd. • Metal mining • New York
This Lithium Offtake Agreement (this "Agreement") is dated February 16, 2023 (the "Execution Date") and is between General Motors Holdings LLC (on behalf of itself and its affiliates and subsidiaries, collectively, "GM") and Lithium Americas Corp. ("Supplier"). GM and Supplier are sometimes referred to in this Agreement individually as a "Party" or collectively as the "Parties".
TAX INDEMNITY AND COOPERATION AGREEMENT LITHIUM AMERICAS (ARGENTINA) CORP. - and - LITHIUM AMERICAS CORP. October 3, 2023Tax Indemnity and Cooperation Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining • British Columbia
WHEREAS Lithium Argentina (formerly known as Lithium Americas Corp. before being renamed pursuant to the Plan of Arrangement (as defined herein)) and Spinco (formerly known as 1397468 B.C. Ltd. before being renamed pursuant to the Plan of Arrangement) entered into the Arrangement Agreement (as defined herein) providing for the Arrangement (as defined herein) of Lithium Argentina (when known as Lithium Americas Corp.) under section 288 of the BCBCA (as defined herein), pursuant to which, commencing at the Effective Time on the Effective Date (as each such term is defined herein), among other things, (i) Spinco acquired the Distribution Property (as defined herein) from Lithium Argentina, and (ii) newly issued no par value common shares of Spinco were acquired by the holders of the Common Shares (as defined in the Plan of Arrangement);
TERMINATION AGREEMENTTermination Agreement • October 17th, 2024 • Lithium Americas Corp. • Metal mining
WESTERN LITHIUM USA CORPORATION -AND- WESTERN LITHIUM CORPORATION -AND- MF2, LLCGross Revenue Royalty Agreement • September 14th, 2023 • 1397468 B.C. Ltd. • Metal mining • Nevada
Western Lithium USA Corporation, a corporation existing under the laws of British Columbia, located at 654-999 Canada Place, Vancouver, British Columbia, V6C 3El
AMENDMENT NO. I TO GROSS REVENUE ROYALTY AGREEMENTGross Revenue Royalty Agreement • September 14th, 2023 • 1397468 B.C. Ltd. • Metal mining • Nevada
Western Lithium USA Corporation, a corporation existing under the laws of British Columbia, located at 654-999 Canada Place, Vancouver, British Columbia, V6C 3El
Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted. LITHIUM AMERICAS CORP....Underwriting Agreement • April 19th, 2024 • Lithium Americas Corp. • Metal mining • New York
Lithium Americas Corp., a corporation incorporated under the laws of the Province of British Columbia (the "Company"), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of 55,000,000 common shares of the Company (the "Underwritten Shares") and, at the option of the Underwriters, up to an additional 8,250,000 common shares of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares".
AMENDMENT NO. 1 TO GROSS REVENUE ROYALTY AGREEMENTGross Revenue Royalty Agreement • September 14th, 2023 • 1397468 B.C. Ltd. • Metal mining • Nevada
Western Lithium USA Corporation, a corporation existing under the laws of British Columbia, located at 654-999 Canada Place, Vancouver, British Columbia, V6C 3E1
Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted. Certain exhibits and...Water Rights Purchase Agreement • September 14th, 2023 • 1397468 B.C. Ltd. • Metal mining • Nevada
This Water Rights Purchase Agreement (hereinafter "Agreement") is entered into this 26th day of November, 2018, between HOME RANCH, LLC, a Nevada limited liability company (hereinafter "Seller"), and LITHIUM NEVADA CORP., a Nevada corporation (hereinafter referred to as "Buyer").
ASSIGNMENT OF OFFTAKE AGREEMENTAssignment of Offtake Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining
RE: LITHIUM OFFTAKE AGREEMENT BETWEEN LITHIUM AMERICAS (ARGENTINA) CORP. AND GENERAL MOTORS HOLDINGS LLC DATED FEBRUARY 16, 2023 (THE “AGREEMENT”)
JOINDER AGREEMENTJoinder Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining
This Joinder Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.
LITHIUM OFFTAKE AGREEMENT by and between LITHIUM AMERICAS CORP. and GENERAL MOTORS HOLDINGS LLC February 16, 2023Lithium Offtake Agreement • August 31st, 2023 • 1397468 B.C. Ltd. • Metal mining
This Lithium Offtake Agreement (this "Agreement") is dated February 16, 2023 (the "Execution Date") and is between General Motors Holdings LLC (on behalf of itself and its affiliates and subsidiaries, collectively, "GM") and Lithium Americas Corp. ("Supplier"). GM and Supplier are sometimes referred to in this Agreement individually as a "Party" or collectively as the "Parties".
