AGM 2021

Jun 10, 2021

Please note that all participants are in a listen only mode. If you experience technical difficulties during the meeting, please click on the support link on the broadcast. It is now my pleasure to turn today's meeting over to the Chairman of the Board, Mr. George Ireland. The floor is yours. Thank you. Everybody, welcome to the Annual General and Special Meeting of the Shareholders of Lithium Americas Corporation. My name is George Ireland, and I'm the Chair of the Board of Directors. In accordance with the articles of the company, I will act as Chair of this meeting. As this meeting will be held virtually by live webcast, we should like to explain a few rules for the orderly conduct of the meeting. 1, questions in respect of a motion can be submitted by any registered shareholder duly appointed proxy holder using the instant messaging service of the virtual interface. We thank everyone for attending and for your interest in our company. The participants who are not attending as registered guests will not be able to ask questions. 2, questions will generally appear shortly after they are submitted, but will only be addressed during the Q and A period at the end of the meeting. Provided questions regarding certain procedural matters or directly related to the motions before the meeting may be addressed during the meeting. 3, for the purpose of the meeting today, voting on all matters will be conducted shareholders and duly appointed proxy holders will be asked to vote on all business items after each after the presentation of all business items. 4, when you are asked to vote, you'll receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the polls are open. We will now proceed with the formal motion portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I now ask that the Annual General and Special Meeting of the shareholders of the company come to order. I appoint Jenna Burke, Corporate Secretary, Director of Legal Affairs of the company to act as secretary of the meeting. For the purpose of this meeting, I appoint Computershare Investor Services Inc. Through its representatives as scrutineers to process the votes of any polls taken at this meeting and to report thereon to myself in my capacity as Chairman of the meeting. The purpose of today's meeting is set out in the management information circular of the company dated April 29, 2001. The notice calling this meeting, the management information circular and the former proxy were mailed to shareholders on or about May 5, 2021, along with the audited consolidated financial statements of the company for the fiscal year ended December 31, 2020 and related MD and A materials to shareholders of the company who requested such statements and related MDAs. Unless there are any objections, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available on the company's profile on the SEDAR website. Our transfer agent Computershare Investor Services has attested to the proper mailing of the notice calling this meeting. There have been filed with me proof of service of such mailing provided by the company's transfer agent. I direct that a copy of such proof of service via next to the meeting to the minutes of this meeting as a schedule. I have been advised that there are voting shares representing greater than 5% of all outstanding voting shares of the company present and therefore a quorum of shareholders of the company is present and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers report and I directed their formal report be annexed to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the company as at before the fiscal year ended December 31, 2020, together with the auditors report to the shareholders thereon. Copies of such documents have been mailed to the shareholders who requested such statements and filed on SEDAR and NGuard. I do not propose to read them at this meeting. The next item of business is the approval of a resolution to fix the number of directors of the company at 9. I move and second a motion to set the number of directors of the company at 9. Unless there are any questions, I will move on to the next item of business. The next item of business is through the election of directors. The company previously adopted an advanced notice policy for the nomination of directors by shareholders in certain circumstances. The company did not receive any director nominations for this meeting that met the prescribed requirements and were delivered within the timeframe time period prescribed by the advanced notice policy. Accordingly, the only persons eligible to be nominated for election to the Board of Directors at this meeting are the persons nominated by the management. As set out in the management information circular, management has nominated 9 individuals for election by the shareholders, who will each hold office until the conclusion of the next Annual Meeting of Shareholders unless such person ceases to be a Director before then. The nominees standing for Director are Jonathan Evans, John Canoitsis, Franko Magnacao, Shaoshan Wang, Bobiana Chubbs, Doctor. Wang Gao, Kelvin Dushinski and Jinhee Magi. Each of the persons nominated has confirmed that they are willing to serve as a Director. Since there are no other nominations, I move and second the motion to elect the directors. Unless there are any questions, I'll move on to the next item of business. The next item of business is the appointment of the company's auditors for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. I move in second that PricewaterhouseCoopers LLP be appointed auditors to the meeting until the next annual meeting of shareholders and that the Board of Directors of the company be authorized to fix their remuneration. As mentioned today, voting will be conducted by electronic ballot. I will take a moment to ask the ballot be opened to the registered voters and proxy holders. The polls have now opened. At this point, all registered shareholders and proxy holders who are properly logged in with their control numbers or username and wish to vote will be able to see on their screen all motions being brought forward for voting purposes at this meeting. Please register your votes by accessing the voting page and selecting for against buttons next to the motion to set the direct number of directors at 9. Please register your votes by selecting for withhold buttons next to the name of each prospective director and next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors. We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballots. Once the electronic ballot thing closes, the voting page will disappear and your votes will automatically be submitted. Based on the number of votes received prior to the proxy cutoff time on June 8, 2021, I will ask that the scrutineer compile the report regarding the results of voting on all matters and send them to the Chair of the Board and the Corporate Secretary. The results will be announced and published on SEDAR and by press release. I'd also direct that the results of the poll will be included within minutes of this meeting. The formal items of business as set out in the notice of meeting have now been dealt with. I move and second that the meeting now terminate. As there are no further business to come before the meeting, I declare the formal meeting formal part of this meeting closed. And I would now like to turn the meeting over to Jonathan Evans, the Chief Executive Officer and President of Lithium Americas Corporation for a question and answer period. Thanks, George. I ask that all registered shareholders would like to ask a question using instant messaging feature on the virtual interface to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent and if any, and confirm you are a registered shareholder or duly appointed proxy holder. Please limit your questions to topics related to today's subject matter and keep your questions concise. We will now give registered shareholders a moment to type their questions. For each question we answer, we will summarize the question, and read it out loud, the name of the person who asked the question and if applicable the entity the person represents. We would like to remind you that questions that were already answered or that are redundant or repetitive will not be answered. There being no questions. I will now close the question and answer period. The last time on today's agenda is a corporate I'm going to start on Page 3 of our presentation. I'll remind folks that they're interested to please read our Safe Harbor statements. But to save time, I will get started on an overview of the company. A lot has happened over the last year since the last time we met. The company's balance sheet is certainly much improved. We are coming into this year now with over $500,000,000 of cash and our Chaozhou Early Years project is fully funded from available debt facilities. Our partnership with Gangfed Lithium is strong and our project continues. We're on track for mid-twenty 22 production with over 81% of our $640,000,000 CapEx budget committed at this point. We've also announced and commenced development planning with gankton lithium on a second stage expansion. We're looking at least 20,000 tons of lithium carbon equivalent on an annualized basis at Cachora del Oroz. As that develops, we will brief you further as our planning starts to take off and continue on that. Switching to the north, our asset 100% owned in the U. S, Bakr Pass. As the folks aren't familiar, it's the largest known lithium resource in the U. S. We were granted our record decision from the U. S. Department of Interior earlier this year to construct and operate. And our team continues to grow. We've bolstered our staff both in Argentina, but also in PACCAR TAS with significantly up staffed to start to prepare the project to get into the construction phase sometime early next year. From a market standpoint, the market has really taken off over the last 6 to 7 months. This is something we've been saying for a while that the industry is underserved. COVID helped retard some of this over the last year. But coming out of Christmas holidays, things have really started to take an off and they show no sign of abating, and we don't expect them to abate. We fully expect that supply will be chasing demand for the coming years ahead. Lots of automotive manufacturers and others have started to express concern over a potential shortage of supply in the coming years as the industry starts to really accelerate. This has been bolstered now by policy in place, which was actually announced quite in detail by the U. S. Government over the last couple of days, which follows similar announcements and policy modeling in the European Union and other countries like Australia and China as well. From an asset standpoint, our company is very well positioned, both the Cacharri Oleros project and Thacker Pass. Cacharri Oleros is among the lowest cost brine based resources in the world in terms of operating costs. And Thacker Pass in full operation will be also one of the leading assets in the world in terms of operating costs. Moving to Page 6, a little bit more detail on Tachorio de la Rose itself. From a geography standpoint, it's in far northwestern Argentina and Ojuy province. It's the largest battery grade lithium carbonate operation under construction in over 2 decades. And we're excited to bring this asset online mid next year to a very, very needy industry. We have partnered with Gangfen over the last several years and leveraged their expertise in combination with ours to build a flow sheet to deliver the quality products that are going to be required in the industry going forward. From an equity standpoint, Cannington Lithium moved their equity contribution to 51% last year. And from an offtake standpoint, they have 76% of the offtake. At this point, nearly all of our offtake is accounted for between Genkent, between their equity interest and offtake agreement they have with us along with BankCheck. Our Stage 1 as designed is for 40,000 tons. We're advancing quite well even in the midst of COVID over the last year. We're proud of the team of the actions that we've taken to have to implement very strict protocols and controls to allow us to be able to continue construction activities in a really challenging environment. At this point, all the major equipment and the majority of the bulk materials are all on-site. We have regularly over 1,000 workers on-site. And so we've ramped up construction and have really started to focus now on the civil works and putting together the chemical plant and the final touches on some of the infrastructure to support this operation. And I mentioned before about Stage 2. We announced that a couple of weeks ago. This asset is quite large. It's one of the largest in Latin America, one of the largest brine assets in the world, over 19,000,000 tonnes in its resource and reserve. It has the opportunity to expand for many decades to come, and that's not a point lost on both shareholders of this. Given the advanced stage that we're at, given the market conditions, which are going to be quite attractive for many, many years ahead in an industry that is really at a loss for assets to come online to serve their demand. It makes a lot of sense now to start that planning exercise so we can take advantage of the infrastructure that we'll have in place as we finish the first phase of this project. We'll be well positioned to roll into a second phase without demobilizing all the assets and the contractors and so forth that we have pressed in on the first stage. For the 2nd stage, we the offtake will mimic our equity arrangement and that lacks 49% share will be it's actually all of ours and will be uncommitted and we'll be able to put into the marketplace ourselves. On Page 7, you can see some pictures which demonstrate the advanced progress of this project. It's hard to comprehend in scale how large some of these buildings are in comparison to other assets that are currently operating. I would encourage shareholders and other interested parties to go to our website and look at some of the videos. We post them very frequently with flyovers and you'll get a really good chance to see how impressive this operation has come together and such what scale it's actually at to serve a market which is exploding in terms of growth. Moving to Page 8 to Thacker Pass. As I mentioned before, this is 100% owned by Lithium Americas. And at this point, we have not committed any of the offtake rates and that's a decision that we've made ourselves. Our permitting is completed from a federal standpoint given the record of decision that was issued on January 15 this year. We're still collecting some state permits mainly around hair and water and a few other areas, which we expect to have in the Q3 of this year. It's a very well suited project. If you compare elevations between the two projects, we're about 5,000 feet in Saffron Pass versus about 15,000 feet in Argentina. And it's a much different lithium deposit in terms of its lithium being contained in the sedimentary clay versus a brine. So it requires a different extraction method, which we've perfected and optimized with a large scale pilot testing facility that we built in Reno, Nevada nearly 2 years ago, which is producing lithium sulfate at scale, which we're using to finalize the engineering, which we expect to have completed later this year to also complete our feasibility The infrastructure in this area is quite good. Winamaca is a northern mining hub. Nevada is among one of the best jurisdictions in the world to develop projects like this given it has a long history in resource development. I think that that is the 3rd highest gold producing region in the world. We have access to rail in Winnebuka. We have a paved highway, which runs through the site. We have over a transition line with fiber optic. So it lends itself quite easily to development and actually to growth in the future. We're not a mining company. We consider ourselves a chemical and materials company. The mining operation from the mine planning that's occurred already all the way through reclamation will be handled by a division of North American Coal called Sawtooth Mining. North American Coal has over 100 year history of soft coal mining, so late night phosphates, limestone. They've been recognized and awarded several times by both state and federal regulatory agencies, not only for their safety, but also for the reclamation efforts. We are quite excited that they've partnered with us and contracted with us to provide mining services and to be a partner in that part of the operation all the way through the life of the mine. As I mentioned, the feasibility study is underway, and we're making excellent progress through our efforts. Our targeted output is now moved to 30,000 to 35,000 tons of lithium carbon equivalent annually, and that's for Phase 1. The initial permit that we've been awarded by the government allows us to produce up to 60,000 tonnes of potential material and that permit covers both carbonate hydroxide, lithium chloride, even lithium metal. As part of our feasibility study or kind of feasibility study that we're doing now, we're also putting an option in for lithium hydroxide conversion, co located on-site with the potential to produce up to 20,000 tons of material. From a financing standpoint, we have a lot of options here given the cash position of the company. And we have the ability to potentially do things like that or other options of that in the future. It puts us in a very strong position from partnership discussions in terms of different potential models that can be put together given the financial strength of the company. And that's one of the main reasons that we have not committed the offtake breaks as we'd like to leave our strategic offices open given the very positive nature of the engagements that we've had with a variety of very well known names throughout the lithium supply chain. As a company, we're continued and will continue to stay focused on execution. There's lots of excitement in the industry's demand that is not going to be abating anytime over the next decade. We're on track for production in Kaksari mid next year and we're on track for construction to begin as early as the first half of twenty twenty two for Thacker Pass as well. We continued throughout the year with a very strong balance sheet. So we're in a much stronger position to be able to advance these projects and also to plan for future expansions. We have an opportunity to really make a difference in terms of the policy that's been announced by the U. S. Government in terms of the lithium battery supply chain. That's a huge focus of the Biden administration. It actually was a focus of the prior 2 administrations as well. But the policy now has really become a whole government policy wrapped around all aspects of the supply chain to include lithium extraction and lithium processing. And as the last point I'll mention is and not to forget our planning, which is commenced on Phase 2 for Kouchari. Both assets offer tremendous amount of growth in the coming decades. These are merely the first two stages of those growths. Caixaari, Aloroz can go well beyond the initial 40,000 tons given its size. And SacraPass as well has the ability to go well beyond the 60,000 tons all co located in an excellent jurisdiction in the U. S. And that's all I have to present at this time.