Lithium Americas Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

On behalf of the board of directors (the "Board") of Lithium Americas Corp. ("LAC" or the "Company"), it is our pleasure to invite you to attend the annual and special meeting of shareholders on July 31, 2023 at 10:00 a.m. (Pacific Time) at Suite 400, 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5 and virtually at meetnow.global/M7N5FHV (the "Meeting").

As we announced on May 15, 2023, our Board approved a plan of arrangement for a proposed reorganization that will result in the separation of the Company's North American and Argentinian business units into two independent public companies (the "Separation"). The Separation will establish two separate companies comprised of:

The Separation will create two market leaders in their respective regions and facilitate unlocking the full potential of their significant asset base to deliver maximum value to the Company's shareholders and other stakeholders. General Motors Holdings LLC ("GM") and GFL International Co., Limited ("Ganfeng"), which collectively own 18.8% of LAC's outstanding shares, as well as the Company's senior officers and directors who stand for re-election, have each entered into agreements to support and vote in favour of the Separation. The Board approved the Separation because it believes that the Separation of the business into two separately traded public companies will:

The Separation is to be implemented by way of a plan of arrangement under the laws of British Columbia (the "Arrangement"). Under the Arrangement, shareholders will retain their proportionate interest in shares of the Company, which would become Lithium Argentina, and receive newly issued shares of New LAC in proportion to their then-current ownership of the Company.

Accompanying this letter is a copy of the notice of the Meeting and the management information circular (the "Circular") for the Meeting. The Circular provides a detailed description of the Separation, including information about Lithium Argentina and New LAC following the completion of the Arrangement. Please give this material your careful consideration.

At the Meeting, you will be asked to consider and vote on information relating to annual meeting matters, including the election of directors, the appointment of auditors and the approval of a non-binding advisory resolution on the Company's approach to executive compensation. Additionally, you will be asked to consider and vote on, if the Separation is approved, a new equity incentive plan for New LAC.

As we previously announced on January 31, 2023, the Company has entered into an agreement with GM whereby GM has agreed to make an approximately US$650 million equity investment in the Company in two tranches. On February 16, 2023, the Company announced it had completed the first tranche, approximately US$320 million, of GM's investment in the Company. In connection with the second tranche of GM's investment in the Company ("Tranche 2"), at the Meeting, disinterested Shareholders will also be asked to consider, and if deemed advisable, pass ordinary resolutions approving: (a) the maximum pricing limitation for the second tranche subscription of US$27.74 per share (as adjusted for the Arrangement), and (b) the ownership by GM and its affiliates of more than 20% of the issued and outstanding common shares of the Company (or following the Arrangement, New LAC), as described in more details in the Circular.

Your votes are important to us. In order for the Company to proceed with the Arrangement it must be approved by (i) two-thirds of the votes cast by shareholders voting in person or by proxy at the Meeting; and (ii) a majority of the votes cast by Minority Shareholders (as defined in the Circular). The Arrangement must also be approved by the Supreme Court of British Columbia. Additional conditions to the completion of the Arrangement include the approval from the Toronto Stock Exchange (the "TSX") for the listing of common shares of New LAC ("New LAC Common Shares") on the TSX, New LAC having a registration statement to register its common shares under the U.S. Securities Exchange Act of 1934, as amended, becoming effective, and authorization from the New York Stock Exchange ("NYSE") for the listing of New LAC Common Shares on the NYSE. Listing on the TSX and NYSE will be subject to New LAC meeting the applicable listing requirements and conditions and receiving final approval of such exchanges.

In view of the importance of the actions to be taken at the Meeting, we urge you to vote FOR all of the resolutions, including in particular the resolutions related to the Arrangement, the GM Tranche 2 investment, and the New LAC equity incentive plan, and promptly submit your proxy. You are urged to vote in this manner, regardless of the number of shares that you own or whether you will attend the Meeting. Returning the proxy does not deprive you of the right to attend the Meeting and vote your shares in person.

If you have any questions relating to the attached document or with the completion and delivery of your proxy, please contact Morrow Sodali (Canada) Ltd., the proxy solicitation agent, by telephone at 1-888-999-2944 (North American Toll Free) or 1-289-695-3075 (Collect Outside North America); or by email at assistance@morrowsodali.com.

The Company's management supports the Separation and joins with our Board in recommending that you vote FOR the resolutions related to the Arrangement, the GM Tranche 2 investment, and the New LAC equity incentive plan.

On behalf of everyone at LAC, we appreciate your ongoing support of the Company.

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the holders ("Shareholders") of common shares ("LAC Common Shares") of Lithium Americas Corp. (the "Company or "LAC") will be held at Suite 400, 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5 and virtually at meetnow.global/M7N5FHV, on July 31, 2023 at 10:00 a.m. (Pacific Time):

1. To receive the consolidated financial statements of the Company for the year ended December 31, 2022, together with the report of the auditors thereon.

2. To set the number of directors (the "Directors") of the Company at eight (8).

4. To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration.

5. To approve a non-binding advisory resolution on the Company's executive compensation.

6. To consider and, if deemed appropriate, to pass, with or without variation, a special resolution of the Shareholders (the "Arrangement Resolution"), the full text of which is attached as Schedule "A" to the management information circular (the "Circular") for a statutory arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement") which involves, among other things, Shareholders receiving one common share of the Company, being Lithium Americas (Argentina) Corp. post-Arrangement, and one common share of a new entity to be named "Lithium Americas Corp." ("New LAC") in exchange for each LAC Common Share held on the effective date of the Arrangement.

7. Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without variation, an ordinary resolution of Shareholders (the "New LAC Incentive Plan Resolution"), the full text of which is attached as Schedule "B" to the Circular, to approve an equity incentive plan for New LAC, as more fully described in the Circular.

8. To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested Shareholders, the full text of which is attached as Schedule "O" to the Circular, to approve, in connection with an approximately US$650 million equity investment in the Company by General Motors Holdings LLC ("GM") in two tranches (the "GM Transaction"), the maximum pricing limitation for the second tranche subscription of US$27.74 per share (as adjusted for the Arrangement), all as more fully described in the Circular.

9. To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested Shareholders, the full text of which is attached as Schedule "P" to the Circular, to approve, in connection with the GM Transaction, the ownership by GM and its affiliates of more than 20% of the issued and outstanding common shares of the Company (or following the Arrangement, New LAC).

10. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of these matters to be put before the Meeting are set forth in the Circular accompanying this notice. The board of Directors (the "Board") has approved the contents of the Circular and the distribution of the Circular to Shareholders. The consolidated financial statements and related management's discussion and analysis of the Company for the financial year ended December 31, 2022 have been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on the Company's website at www.lithiumamericas.com or on SEDAR at www.sedar.com. All Shareholders are reminded to review the Circular before voting. Registered shareholders have a right of dissent in respect of the proposed arrangement and to be paid the fair value of their LAC Common Shares. The dissent rights are described in the accompanying Circular and are attached to the Circular as Schedule "G". Failure to strictly comply with the required procedures may result in the loss of any right of dissent.

Shareholders have the right to vote if they were a Shareholder of the Company at the close of business on June 12, 2023, the record date set by the Board for determining the Shareholders entitled to receive notice of and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

Shareholders who are unable to attend the Meeting are encouraged to vote their proxy by mail, internet or telephone. Shareholders will need the control number contained in the accompanying form of proxy in order to vote. Further information on how to vote can be found in the section "Voting Information - How to Vote" in the Circular. To be valid, a Shareholders proxy must be received by the Company's transfer agent, Computershare Investor Services Inc., no later than 10:00 a.m. (Pacific Time) on July 27, 2023 or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held.

Non-registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

If you have any questions relating to the Meeting, please contact the Company at 778-656-5820 or by email at info@lithiumamericas.com.

All information in this Circular is dated as of June 16, 2023 except as otherwise noted herein.

Holders of LAC Common Shares as of the close of business on the Record Date, June 12, 2023, are entitled to vote at the Meeting as a Shareholder. Only Shareholders whose names have been entered in the register of shareholders as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. As of the Record Date, the Company had 159,782,582 fully paid and non-assessable LAC Common Shares issued and outstanding. The Company's authorized capital consists of an unlimited number of Common Shares without par value.

To the knowledge of the directors and executive officers of the Company, no person or company, directly or indirectly, beneficially owns or exercises control or direction over, 10% or more of the LAC Common Shares.

GM currently holds 9.4% of the issued and outstanding share capital of the Company as a result of the closing of Tranche 1 of the GM Transaction. GM and its affiliates could potentially hold, upon the closing of Tranche 2, up to 19.9% of the issued and outstanding share capital of the Company (or, post-Arrangement, New LAC) and, if the GM Tranche 2 Ownership Resolution is also approved, over 20% of the issued and outstanding share capital of the Company (or, post-Arrangement, New LAC).

No person is authorized to give any information or to make any representation concerning the Meeting other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized.

Financial information about us is included in our annual financial statements and MD&A for our most recently completed financial year. These documents, along with our annual information form, are filed under our profile on SEDAR (www.sedar.com). Information concerning the Company, including printed copies of our annual financial statements and MD&A, may be obtained by any Shareholder of the Company free of charge by contacting the Company at 778-656-5820 or info@lithiumamericas.com.

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued to security holders pursuant to the Arrangement described in this Circular have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and are being issued and distributed, respectively, in reliance on the exemption from registration under the U.S. Securities Act set forth in Section 3(a)(10) thereof and exemptions provided under the securities laws of any state of the United States in which the Shareholders reside. Section 3(a)(10) of the U.S. Securities Act provides an exemption from registration under the U.S. Securities Act for offers and sales of securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the substantive and procedural fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely notice thereof.

The securities of Lithium Argentina and New LAC to be issued to Shareholders and holders of LAC Equity Awards pursuant to the Arrangement will generally be freely transferable under U.S. federal securities laws, except by persons who are "affiliates" (as such term is understood under U.S. securities laws) of Lithium Argentina and New LAC after the Effective Date, or were "affiliates" of Lithium Argentina and New LAC within 90 days prior to the Effective Date. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such securities by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Holders of LAC Equity Awards entitled to receive Lithium Argentina Equity Awards and New LAC Equity Awards are advised that the Distribution Securities issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Lithium Argentina and New LAC in reliance on the Section 3(a)(10), but such exemption does not exempt the issuance of securities upon the exercise or vesting of the Lithium Argentina Equity Awards or the New LAC Equity Awards. See "Certain Securities Law Matters - U.S. Securities Laws".

The solicitation of proxies for the Meeting made pursuant to this Circular is not subject to the requirements applicable to proxy statements under the U.S. Exchange Act by virtue of an exemption applicable to foreign private issuers (as defined in Rule 3b-4 under the U.S. Exchange Act). The securities to be issued to Shareholders pursuant to the Arrangement described in this Circular will not be listed for trading on any U.S. stock exchange or registered under the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

The financial statements (and certain financial information derived therefrom) included or incorporated by reference in this Circular have been prepared based on IFRS and thus are not comparable in all respects to financial statements prepared in accordance with U.S. GAAP. Likewise, information concerning the operations of the Company or Lithium Argentina, as applicable, and New LAC has been prepared based on Canadian disclosure standards, which are not comparable in all respects to U.S. disclosure standards.

The enforcement by investors of civil liabilities under U.S. securities laws may be adversely affected by the fact that the Company or Lithium Argentina, as applicable, and New LAC and certain of their respective subsidiaries are organized under the laws of jurisdictions outside the United States, that certain of their officers and directors are residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States and that a significant portion of the assets of the Company or Lithium Argentina, as applicable, and substantially all of the assets of certain such persons are located outside the United States. As a result, it may be difficult or impossible for shareholders in the United States to effect service of process within the United States upon the Company or Lithium Argentina, as applicable, and New LAC, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States. In addition, Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States.

The disclosure included in or incorporated by reference in this Circular uses mineral reserves and mineral resources classification terms that comply with reporting standards in Canada and the mineral reserves and mineral resources estimates are made in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum - Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 10, 2014, as amended (the "CIM Definition Standards"), and NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Unless otherwise indicated, all mineral reserves and mineral resources estimates included in or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and the CIM Definition Standards. These standards differ from the requirements of the SEC that are applicable to domestic U.S. reporting companies and foreign companies not eligible for the multijurisdictional disclosure system. Any mineral reserves and mineral resources reported in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information included in or incorporated by reference in this Circular that describes mineral reserves and mineral resources estimates may not be comparable with information made public by U.S. companies and foreign companies not eligible for the multijurisdictional disclosure system subject to the SEC's reporting disclosure requirements.

For the above reasons, information contained in this Circular containing descriptions of the Company's mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.

This Circular and documents incorporated by reference herein include and incorporate statements that are prospective in nature that constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Arrangement and the expected timing related thereto, the tax treatment of the Arrangement, the expected operations, financial results and condition of Lithium Argentina and New LAC following the Arrangement, each company's future objectives and strategies to achieve those objectives, the future prospects of each company as an independent company, the continued listing of Lithium Argentina and listing of New LAC on the TSX and NYSE, any market created for either company's shares, Mineral Resource and Reserve estimates, the results of feasibility studies, the estimated cash flow, capitalization and adequacy thereof for each company following the Arrangement, the expected benefits of the Arrangement to, and resulting treatment of, holder of LAC Common Shares, LAC Equity Awards and Convertible Notes and each company, the expected treatment of certain LAC employees and employee benefit plan in connection with the Arrangement, the anticipated effects of the Arrangement, including dilution of LAC Common Shares (or, post-Arrangement, Lithium Argentina Common Shares) as a result of any conversion of Convertible Notes in connection with the Arrangement, the estimated costs of the Arrangement, the satisfaction of the conditions to consummate the Arrangement, the expected terms of the Transitional Services Agreement and the Tax Indemnity and Cooperation Agreement, the anticipated timing and satisfaction of closing conditions for Tranche 2 of the GM Transaction, including receipt of all required Shareholder and regulatory approvals, as well as other statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events.

Forward-looking statements reflect management's current beliefs, expectations and assumptions and are based on information currently available to management, management's historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in or incorporated into this Circular, we have made certain assumptions with respect to, among other things, the anticipated approval of the Arrangement by Shareholders and the Court, the anticipated receipt of any required regulatory approvals and consents, the expectation that the Company and New LAC will comply with the terms and conditions of the Arrangement Agreement, the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Arrangement Agreement, that no unforeseen changes in the legislative and operating framework for the respective businesses of the Company or Lithium Argentina, as applicable, and New LAC will occur, that each company will meet its future objectives and priorities, that each company will have access to adequate capital to fund its future projects and plans, that each company's future projects and plans will proceed as anticipated, that the Company will be able to meet the anticipated timing and closing conditions for Tranche 2 of the GM Transaction, assumptions regarding the Company's ability to secure sufficient additional financing to develop the Thacker Pass Project, assumptions regarding conversion of Convertible Notes in connection with the Arrangement, as well as assumptions concerning general economic and industry growth rates, commodity prices, currency exchange and interest rates and competitive conditions.

All forward-looking statements included in or incorporated by reference into this Circular are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this Circular and, except as required by applicable law, neither the Company or Lithium Argentina, as applicable, nor New LAC undertakes any obligation to publicly update or revise any Forward-Looking Statement, whether as a result of new information, future events or otherwise.

Readers are cautioned that the actual results achieved will vary from the information provided herein and that such variations may be material. Consequently, there are no representations by the Company or New LAC that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

The financial statements and selected pro forma financial information contained in this Circular are reported in U.S. dollars. Annual financial statements have been prepared in accordance with IFRS and interim financial statements have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, including International Accounting Standard 34, Interim Financial Reporting.

This Circular, including the documents incorporated by reference herein, includes disclosure of certain non-GAAP financial measures or ratios, including expected average annual EBITDA with respect to the results of the feasibility study for the Thacker Pass Project presented in this Circular. Such measures have no standardized meaning under IFRS and are not comparable to similar measures used by other issuers. The Company believes that these measures and ratios provide investors with an improved ability to evaluate the prospects of the Company and in particular, its Thacker Pass Project. As the Thacker Pass Project is not in production the prospective non-GAAP financial measures or ratio presented may not be reconciled to the nearest comparable measure under IFRS and the equivalent historical non-GAAP financial measure for the prospective non-GAAP measure or ratio discussed herein is nil$. Also see "Use of Non-GAAP Financial Measures and ratios" in the Company's management's discussion and analysis incorporated by reference herein for additional information on other non-GAAP financial measures or ratios utilized by the Company.

Daniel Roth, P.E., P.Eng., Walter Mutler, P.Eng., Laurie Tahija, QP-MMSA, Kevin Bahe, P.E., Eugenio Iasillo, P.E., Paul Kaplan, P.E., Kevin Martina, P.Eng., Tyler Cluff, RM-SME, Benson Chow, RM-SME, and Bruce Shannon, P.E. prepared the technical report titled "Feasibility Study National Instrument 43-101 Technical Report for the Thacker Pass Project, Humboldt County, Nevada, USA" with an effective date of November 2, 2022.

Ernest Burga, P.Eng., David Burga, P.Geo., Daniel Weber, P.G., RM-SME, Anthony Sanford, Pr.Sci.Nat. and Marek Dworzanowski, C.Eng., Pr.Eng., prepared the technical report titled "Updated Feasibility Study and Reserve Estimation to Support 40,000 tpa Lithium Carbonate Production at Caucharí-Olaroz Salars, Jujuy Province, Argentina" with an effective date of September 30, 2020.

Frederik Reidel, CPG, prepared the technical report titled "NI 43-101 Technical Report, Lithium Resources Update, Pastos Grandes Project, Salta Province, Argentina" with an effective date of April 30, 2023.

All technical and scientific information contained in this Circular has been reviewed and approved by Rene LeBlanc, Chief Technical Officer of the Company, and a "qualified person" for the purposes of NI 43-101.

As at the date of this Circular, to the knowledge of the Company, Daniel Roth, P.E., P.Eng., Walter Mutler, P.Eng., Laurie Tahija, QP-MMSA, Kevin Bahe, P.E., Eugenio Iasillo, P.E., Paul Kaplan, P.E., Kevin Martina, P.Eng., Tyler Cluff, RM-SME, Benson Chow, RM-SME, and Bruce Shannon, P.E., and Ernest Burga, P.Eng., David Burga, P.Geo., Daniel Weber, P.G., RM-SME, Anthony Sanford, Pr.Sci.Nat., and Marek Dworzanowski, C.Eng., Pr.Eng., and Frederik Reidel, CPG, collectively hold less than one percent of the outstanding securities of the Company or of any of the Company's associates or affiliates.

The disclosure included in this Circular uses Mineral Reserves and Mineral Resources classification terms that are in accordance with reporting standards in Canada and the Mineral Reserves and Mineral Resources estimates use the terms defined in the CIM Definition Standards and are incorporated by reference into NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The following definitions are reproduced from the CIM Definition Standards:

A "Mineral Resource" is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

An "Inferred Mineral Resource" is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

An "Indicated Mineral Resource" is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

A "Measured Mineral Resource" is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

A "Mineral Reserve" is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.

A "Probable Mineral Reserve" or a "Probable Reserve" is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

A "Proven Mineral Reserve" or a "Proven Reserve" is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

Unless otherwise indicated, all Mineral Reserves and Mineral Resources estimates included in this Circular have been prepared in accordance with NI 43-101 and the CIM Definition Standards. As further described in the section "Information for U.S. Shareholders", 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 Circular 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.

The following is a glossary of certain terms used in this Circular, including the summary hereof and the Schedules to the Circular.

"Affiliate" has the meaning given to that term in the BCBCA; provided, however, that, for all purposes in respect of the Arrangement (and whether for or in respect of a period prior to, at or after the Effective Time), the determination of whether a Person is an "Affiliate" is to be made immediately after giving effect to the Arrangement.

"Argentinian Business" means, except as specified below, all of the businesses carried on by the Company and its Affiliates, including its interests and business operations in the Caucharí-Olaroz Project, the Pastos Grandes Project and the Sal de la Puna project, its interest in Exar Capital B.V., 2265866 Ontario Inc., Millennial Lithium Corp., and Arena Minerals Inc., and the subsidiaries thereof, and further including all assets and liabilities pertaining to the foregoing or otherwise held by any of them immediately prior to the Effective Time (including workforce and working capital); provided, however, that the term "Argentinian Business" shall not include the North American Business or any portion thereof.

"Arrangement" means the arrangement of Company under section 288 of the BCBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Plan of Arrangement or the Arrangement Agreement or made at the direction of the Court in the Final Order deemed acceptable to Company.

"Arrangement Agreement" means the amended and restated arrangement agreement dated June 14, 2023 between Company and New LAC, a copy of which is attached as Schedule "C", as it may be amended, modified and/or supplemented from time to time in accordance with its terms.

"Arrangement Filings" means the filings that are required under the BCBCA to be made with the Registrar in order for the Arrangement to be effective, including the records and information required by the Registrar pursuant to Part 9, Division 5 of the BCBCA and the Final Order.

"Arrangement Resolution" means the special resolution to be considered by the Shareholders at the Meeting to approve the Arrangement, as required by the BCBCA and the Interim Order, substantially in the form and content set out in Schedule "A".

"Arrangement Shares" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations".

"Articles" means the articles, as such term is defined in the BCBCA, of a company.

"ATVM Loan Program" means the U.S. Department of Energy's Advanced Technology Vehicles Manufacturing loan program, which is designed to provide funding to U.S. companies engaged in the manufacturing of advanced technologies vehicles and components used in those vehicles.

"BMO Fairness Opinion" means the opinion of BMO Capital Markets dated May 15, 2023, addressed to the Board to the effect that, as of such date, based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders, a copy of which is contained in Schedule "D".

"Board" or "Board of Directors" means the board of directors of the Company, as constituted from time to time.

"Business Day" means any day other than a Saturday, Sunday or any other day on which major banks are closed for business in the City of Vancouver, British Columbia.

"Butterfly Percentage" means the percentage, to be determined by the Board, that is equal to the fraction of A/B where:

A is the net fair market value of the Distribution Property transferred under Section 2.3(g) of the Plan of Arrangement, as determined immediately before the transfer; and

B is the net fair market value of all of the property owned by the Company immediately before the transfer of the Distribution Property under Section 2.3(g) of the Plan of Arrangement, as determined immediately before the transfer.

"Canadian Tax Ruling" has the meaning given to it in the definition of "Tax Rulings".

"Caucharí-Olaroz Project" means the Company's Caucharí-Olaroz brine lithium project located in the Province of Jujuy in Northwest Argentina.

"CIM Definition Standards" has the meaning given to it under the heading "Information for U.S. Shareholders".

"Circular" means this management information circular dated as of June 16, 2023, together with all schedules, appendices and exhibits hereto, as amended, supplemented or otherwise modified from time to time.

"Company" or "LAC" means Lithium Americas Corp., a corporation existing under the BCBCA, at any time prior to the transactions set forth in section 2.3(l) of the Plan of Arrangement, which will exist as Lithium Argentina upon the completion of the foregoing transactions.

"Convertible Notes" means LAC's 1.75% convertible senior notes due 2027 issued pursuant to the Indenture.

"Depositary" means Computershare at its offices set out in the Letter of Transmittal, being the depositary appointed by the Company and New LAC for the purpose of, among other things, delivering certificates representing the Lithium Argentina Common Shares and New LAC Common Shares in connection with the Arrangement.

"Dissenting Non-Resident Shareholder" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations - Shareholders Not Resident in Canada - Dissenting Non-Resident Shareholders".

"Dissenting Resident Shareholder" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations - Shareholders Resident in Canada - Dissenting Resident Shareholders".

"Distribution Property" means (i) all of the Company's shares of Thacker Pass Co, (ii) the Company's receivable from Thacker Pass Co, (iii) all of the Company's shares of Green Technology Metals Limited; (iv) all of the Company's shares of Ascend Elements, Inc., (v) the portion of the Company's workforce in-place that will become directors, officers and employees of New LAC, (vi) the "Lithium Americas" business name, all intellectual property rights related thereto, and all associated stationery, logos, signage and domain names, (vii) the Offtake Agreement, (viii) the balance of the net proceeds of the Tranche 1 Subscription Price, and (ix) U.S.$75,000,000 of cash to establish sufficient working capital of New LAC (such amount subject to adjustment by the Board of Directors if the Effective Date is later than September 1, 2023).

"Dissent Rights" means the right of Registered Shareholders to exercise a right of dissent in respect of the Arrangement Resolution under sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

"Dissent Procedures" has the meaning given to it under the heading "Dissent Rights".

"Distribution Securities" means LAC Common Shares (or Lithium Argentina Common Shares, as applicable), LAC Class A Common Shares, LAC Preference Shares, New LAC Common Shares, Lithium Argentina Equity Awards and New LAC Equity Awards.

"Dissenting Shareholder" means a Registered Shareholder who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights prior to the Effective Date, but only in respect of such LAC Common Shares for which Dissent Rights are validly exercised and not withdrawn or been deemed to have withdrawn by such Registered Shareholder.

"EBITDA" means earnings before interest, taxes, depreciation and amortization.

"Effective Date" means the third Business Day after the date upon which the Company and New LAC have confirmed in writing that all conditions to the completion of the Plan of Arrangement have been satisfied or waived in accordance with the Arrangement Agreement and all documents and instruments required under the Arrangement Agreement, the Plan of Arrangement and the Final Order have been delivered.

"Effective Time" means 12:01 a.m. (Pacific Time) on the Effective Date, or such other time as the Company and New LAC agree to in writing before the Effective Date.

"Eligible Directors" has the meaning given to that term under the heading "The Arrangement - Treatment of Incentive Securities".

"Eligible Employees" has the meaning given to that term under the heading "The Arrangement - Treatment of Incentive Securities".

"Fairness Opinions" means the BMO Fairness Opinion and the Stifel GMP Fairness Opinion, copies of which are contained in Schedule "D".

"Final Order" means the final order of the Court to be made pursuant to section 291 of the BCBCA in form and substance acceptable to the Company, acting reasonably, approving the Arrangement, as such order may be varied, amended or supplemented by the Court with the consent of the Company, acting reasonably, at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or varied, amended or supplemented on appeal.

"First LAC Share Exchange" means the exchange of LAC Common Shares for LAC Class A Common Shares and LAC Preference Shares pursuant to section 2.3(e) of the Plan of Arrangement.

"GAAP" means Generally Accepted Accounting Principles of the applicable country.

"Ganfeng" means GFL International Co., Limited, and includes its successors and permitted assigns.

"Ganfeng Lock-Up" means the lock-up agreement to be entered into between the Company, New LAC and Ganfeng, providing for, among other things, the lock-up of the Lithium Argentina Common Shares and New LAC Common Shares held by or to be issued to Ganfeng pursuant to the Arrangement and as further described under the heading "The Arrangement - Lock-Up Agreement".

"GM" means General Motors Holdings LLC, and includes its successors and permitted assigns.

"GM Tranche 2 Pricing Resolution" has meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction", in the form attached as Schedule "O".

"GM Tranche 2 Ownership Resolution" has meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction", in the form attached as Schedule "P".

"GM Transaction" has meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"GM Transaction Resolutions" has the meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"GNCL Committee" means the Governance, Nomination, Compensation and Leadership Committee of the Company.

"Governmental Authority" means any (a) international, multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry or agency, domestic or foreign, (b) any subdivision, agent, commission, board, or authority or representative of any of the foregoing, (c) any quasi-governmental or private body exercising any regulatory, self-regulatory, expropriation, executive, administrative or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the TSX and NYSE.

"Holder" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations".

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board from time to time.

"Indenture" means the Indenture, dated as of December 6, 2021 between LAC and Computershare Trust Company, N.A., as trustee.

"Interim Order" means the interim order of the Court dated June 16, 2023 issued under section 291 of the BCBCA providing, among other things, for declarations and directions with respect to the Arrangement and the Meeting, a copy of which is attached as Schedule "E", as such order may be varied, amended or supplemented by the Court with the consent of the Company, acting reasonably.

"Investor Rights Agreement" means the investor rights agreement between the Company and GM dated February 16, 2023.

"LAC" or "Company" means Lithium Americas Corp., a corporation existing under the BCBCA, at any time prior to the completion of the transactions set forth in section 2.3(l) of the Plan of Arrangement, which will exist as Lithium Argentina upon the completion of the foregoing transactions.

"LAC Class A Common Shares" means Class A voting common shares without par value of the Company having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement.

"LAC Common Shares" means the existing common shares in the capital of the Company at any time prior to the completion of the transactions set forth in section 2.3(l) of the Plan of Arrangement, which will represent Lithium Argentina Common Shares upon the completion of the foregoing transactions.

"LAC DSU" means a deferred share unit in respect of a LAC Common Share granted by the Company to a holder under the LAC Incentive Plan that is issued and outstanding, whether or not vested, immediately before the Effective Time.

"LAC Equity Awards" means, collectively, the LAC RSUs, LAC PSUs and LAC DSUs.

"LAC Incentive Plan" means the second amended and restated equity incentive plan of the Company dated May 15, 2023, as amended.

"LAC Option" means an option to purchase a LAC Common Share at a particular exercise price granted by LAC to a holder under a stock option agreement between the Company and the holder concluded pursuant to the LAC Incentive Plan that is issued, outstanding and unexercised, whether or not vested, immediately before the Effective Time.

"LAC Preference Shares" means the preference shares without par value of the Company having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement.

"LAC PSU" means a performance based restricted share right in respect of a LAC Common Share granted by the Company to a holder under the LAC Incentive Plan that is issued and outstanding, whether or not vested, immediately before the Effective Time.

"LAC Redemption Amount" means, for each LAC Preference Share, the product of the Butterfly Percentage and the aggregate fair market value of all of the LAC Common Shares held by Participating Shareholders immediately before the First LAC Share Exchange, divided by the number of LAC Preference Shares, plus all declared but unpaid dividends thereon.

"LAC Redemption Note" means the demand, non-interest bearing promissory note having a principal amount and fair market value equal to the aggregate LAC Redemption Amount, issued by the Company to New LAC in payment of the consideration for the redemption of the LAC Preference Shares held by New LAC pursuant to Section 2.3(i) of the Plan of Arrangement.

"LAC RSU" means a restricted share right in respect of a LAC Common Share granted by the Company to a holder under the LAC Incentive Plan that is issued and outstanding, whether or not vested, immediately before the Effective Time.

"Letter of Transmittal" means the letter of transmittal delivered to Shareholders which, when properly completed, executed and forwarded to the Depositary with a certificate representing LAC Common Shares, will enable Shareholders to exchange their LAC Common Shares for Lithium Argentina Common Shares and New LAC Common Shares upon the completion of the Arrangement.

"Lithium Argentina" means Lithium Americas (Argentina) Corp. upon the completion of the transactions set forth in section 2.3(l) of the Plan of Arrangement, which exists as the Company at any time prior to the foregoing transactions.

"Lithium Argentina Common Shares" means the LAC Common Shares having the special rights and restrictions set out in Exhibit I to the Plan of Arrangement, to be issued under the Arrangement, which will represent common shares in the capital of Lithium Argentina upon the completion of the transactions set forth in section 2.3(l) of the Plan of Arrangement.

"Lithium Argentina DSU" means a deferred share unit in respect of a LAC Common Share to be issued by LAC on the exchange of a LAC DSU pursuant to section 2.3(c)(i) of the Plan of Arrangement, which will represent a deferred share unit in respect of a Lithium Argentina Common Share upon the completion of the transactions set forth in 2.3(l) of the Plan of Arrangement.

"Lithium Argentina Equity Awards" means, collectively, Lithium Argentina RSUs, Lithium Argentina PSUs and Lithium Argentina DSUs.

"Lithium Argentina Incentive Plan" means the LAC Incentive Plan which becomes the equity incentive plan of Lithium Argentina upon the completion of the transactions set forth in 2.3(l) of the Plan of Arrangement.

"Lithium Argentina PSU" means a performance based restricted share right in respect of a LAC Common Share to be issued by the Company on the exchange of a LAC PSU pursuant to section 2.3(c)(ii) of the Plan of Arrangement, which will represent a performance based restricted share unit in respect of a Lithium Argentina Common Share upon the completion of the transactions set forth in 2.3(l) of the Plan of Arrangement.

"Lithium Argentina RSU" means a restricted share right in respect of a LAC Common Share to be issued by the Company on the exchange of a LAC RSU pursuant to section 2.3(c)(iii) of the Plan of Arrangement, which will represent a restricted share unit in respect of a Lithium Argentina Common Share upon the completion of the transactions set forth in 2.3(l) of the Plan of Arrangement.

"Make-to-Market Election" has the meaning given to it under the heading "Certain United States Federal Income Tax Considerations - Tax Consequences of the Ownership and Disposition of New LAC Common Shares - PFIC Considerations".

"Master Purchase Agreement" means the master purchase agreement between the Company and GM dated January 30, 2023, as amended from time to time.

"Material Adverse Effect" means, in respect of any Person, any fact or state of facts, change, event, occurrence, effect, or circumstance that, individually or in the aggregate with any other such fact, state of facts, changes, events, occurrences, effects or circumstances has, or would reasonably be expected to have, a material and adverse effect upon the business, operations, assets, properties, liabilities (whether absolute, accrued, contingent or otherwise), capitalization, financial condition or results of operation of such Person and its Affiliates considered as a whole.

"Meeting" means the annual and special meeting of Shareholders to be held on July 31, 2023, and any adjournment(s) held thereof, held in order to, among other things, consider and, if thought fit, approve the Arrangement.

"MI 61-101" means Multilateral Instrument - Protection of Minority Security Holders in Special Transactions, as amended.

"Minority Shareholders" has the meaning given to it under the heading "Certain Securities Law Matters - Canadian Securities Laws - Application of MI 61-101".

"Morrow Sodali" means Morrow Sodali (Canada) Ltd., the Company's proxy solicitation agent.

"New LAC" means 1397468 B.C. Ltd., a corporation existing under the BCBCA, that is to be re-named "Lithium Americas Corp." upon the completion of the transactions set forth in section 2.3(m) of the Plan of Arrangement.

"New LAC DSU" means a deferred share unit in respect of a New LAC Common Share to be issued by New LAC on the exchange of a LAC DSU pursuant to section 2.3(c)(i) of the Plan of Arrangement.

"New LAC Equity Awards" means, collectively, the New LAC RSUs, New LAC PSUs and New LAC DSUs.

"New LAC Incentive Plan" means the proposed equity plan of New LAC, substantially in the form attached as Exhibit III to the Plan of Arrangement, to be considered pursuant to the New LAC Incentive Plan Resolution and, if approved, to come into force and effect pursuant to section 2.3(b) of the Plan of Arrangement.

"New LAC Incentive Plan Resolution" means the ordinary resolution approving the New LAC Incentive Plan, in the form attached as Schedule "B", as it may be amended or varied at or at any time prior to the Meeting.

"New LAC Preference Shares" means the preference shares without par value of New LAC as constituted immediately before the Effective Time.

"New LAC PSU" means a performance based restricted share right in respect of a New LAC Common Share to be issued by New LAC on the exchange of a LAC PSU pursuant to section 2.3(c)(ii) of the Plan of Arrangement.

"New LAC Redemption Amount" means, for each New LAC Preference Share, the net fair market value of the Distribution Property, divided by the number of New LAC Preference Shares, plus all declared but unpaid dividends thereon.

"New LAC Redemption Note" means the demand, non-interest bearing promissory note having a principal amount and fair market value equal to the aggregate New LAC Redemption Amount, issued by New LAC to LAC in payment of the consideration for the redemption of the New LAC Preference Shares held by LAC pursuant to section 2.3(h) of the Plan of Arrangement.

"New LAC RSU" means a restricted share right in respect of a New LAC Common Share to be issued by New LAC on the exchange of a LAC RSU pursuant to section 2.3(c)(iii) of the Plan of Arrangement.

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as amended.

"Non-Registered Shareholders" has the meaning given to it under the heading "Voting Information - Voter Types".

"Non-Resident Shareholder" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations - Shareholders Not Resident in Canada".

"North American Business" means all of the businesses carried on by Thacker Pass Co and its Affiliates with respect to the exploration and development of the Thacker Pass Project and includes all the assets and liabilities pertaining to the foregoing or otherwise held by any of them immediately prior to the Effective Time (including workforce and working capital) and the Company's interest in Green Technology Metals Limited and Ascend Elements, Inc.

"Notice-and-Access" means notice-and-access provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations.

"Notice of Articles" means the notice of articles, as such term is defined in the BCBCA, of a company.

"Notice of Dissent" has the meaning given to it under the heading "Dissent Rights".

"Notice of Meeting" means the notice of annual and special meeting in respect of the Meeting.

"Notice Shares" has the meaning given to it under the heading "Dissent Rights".

"Offtake Agreement" means the lithium offtake agreement between the Company and GM dated February 16, 2023.

"Original Arrangement Agreement" means the arrangement agreement dated May 15, 2023, between Company and New LAC.

"Participating Shareholder" means a Shareholder as at the Effective Time, other than a Dissenting Shareholder.

"Pastos Grandes Project" means the Company's Pastos Grandes lithium brine mineral project located in the Province of Salta in Northwest Argentina.

"Payment Notice" has the meaning given to it under the heading "Dissent Rights".

"Person" includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, company, corporation, trustee, executor, administrator, legal representative, government (including Governmental Authority) or any other entity, whether or not having legal status.

"PFIC" means a Passive Foreign Investment Company within the meaning of the U.S. Code and Treasury Regulations promulgated thereunder.

"Phase 1" means, in relation to the Thacker Pass Project, the initial development towards the targeted production capacity of 40,000 tpa of lithium carbonate.

"Phase 2" means, in relation to the Thacker Pass Project, the ramp up following Phase 1 to a targeted total production capacity of 80,000 tpa of lithium carbonate.

"Plan of Arrangement" means the plan of arrangement under section 288 of the BCBCA, substantially in the form of Appendix A to the Arrangement Agreement set forth in Schedule "C", as may be amended, modified and/or supplemented in accordance with the Arrangement Agreement, the terms thereof, or at the direction of the Court in the Final Order (with the consent of the Company, acting reasonably).

"QEF Election" means a Qualified Electing Fund election made by a U.S. Taxpayer under Section 1295 of the U.S. Code.

"Record Date" means the record date for notice of and voting at the Meeting, being fixed as June 12, 2023.

"Registered Shareholders" has the meaning given to it under the heading "Voting Information - Voter Types".

"Regulations" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations".

"Resident Shareholder" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations - Shareholders Resident in Canada".

"Second LAC Share Exchange" means the exchange of LAC Class A Common Shares for LAC Common Shares pursuant to section 2.3(j) of the Plan of Arrangement.

"Separation" means the separation of the Company into Lithium Argentina, which will hold the Argentinian Business, and New LAC, which will hold the North American Business, pursuant to the Arrangement.

"Stifel GMP Fairness Opinion" means the opinion of Stifel GMP dated May 15, 2023, addressed to the Board to the effect that, as of such date, subject to the assumptions, limitations, qualifications and reservations contained therein, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders, a copy of which is contained in Schedule "D".

"Tax Indemnity and Cooperation Agreement" means the tax indemnity and cooperation agreement to be made between Lithium Argentina and New LAC, in the form and content and on terms and conditions to be agreed upon by the Parties.

"Tax Proposals" has the meaning given to it under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations".

"Tax Rulings" means the advance income tax rulings from each of the CRA (with respect to such tax ruling, the "Canadian Tax Ruling") and the IRS (with respect to such tax ruling, the "U.S. Tax Ruling"), in the form requested in the applications made on behalf of the Company, as the same may be amended, modified and/or supplemented from time to time at the request of the CRA or the IRS, as applicable, or at the request of the Company, in each case, confirming the applicable Canadian and U.S. federal income tax consequences of the transfer by the Company of the Distribution Property under the Arrangement and certain other transactions.

"Thacker Pass Co" means 1339480 B.C. Ltd., a wholly-owned subsidiary of the Company, and includes its successors and permitted assigns.

"Thacker Pass Project" means the Company's lithium project property located in Humboldt County, Nevada.

"TP Available Capital Notice" has the meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"Tranche 1" has meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"Tranche 1 Subscription Price" has the meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"Tranche 2" has meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"Tranche 2 AEWs" has the meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"Tranche 2 Subscription Agreement" has the meaning given to it under the heading "Items of Business - Approval of Matters in respect of the GM Transaction".

"Transitional Services Agreement" means the transitional services agreement to be made between Lithium Argentina and New LAC, providing for the provision of certain transitional services and facilities between the parties thereto, which agreement is to be on terms and conditions to be agreed upon by the parties.

"Treasury Regulations" means the final, temporary or proposed U.S. federal income tax regulations promulgated under the U.S. Code as amended from time to time.

"U.S. Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time.

"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder.

"U.S. Holder" has the meaning given to it under the heading "Material Income Tax Considerations - Certain United States Federal Income Tax Considerations".

"U.S. Person" has the meaning given to it under Regulation S under the U.S. Securities Act.

"U.S. Securities Act" means the U.S. Securities Act of 1933, as amended, and all rules and regulations thereunder.

"U.S. Tax Ruling" has the meaning given to it in the definition of "Tax Rulings".

"VIF" has the meaning given to it under the heading "Voting Information - How to Vote - Non-Registered Shareholders".

The following briefly addresses some questions that you may have regarding the proposed Separation of the Company into Lithium Argentina, which will hold the Argentinian Business, and New LAC, which will hold the North American Business, pursuant to a court-approved plan of arrangement and certain other related matters described in this Circular. These answers are only a summary and are qualified in their entirety by the more detailed information that follows. In addition, they may not address all of the questions that may be important to you as a Shareholder. Accordingly, we urge you to review the more detailed information contained elsewhere in this Circular. Certain capitalized terms used below are defined in the Glossary of Terms. The cross-references included below are to the section identified in this Circular.

To ensure representation of your LAC Common Shares at the Meeting, whether or not you attend the Meeting, please complete, sign and return your proxy form or, if you are not a Registered Shareholder, please refer to question number 8 below for a description of the procedures to be followed to vote your LAC Common Shares.

1. What do I need to do to ensure that my LAC Common Shares are voted FOR the items listed in the Notice of Annual and Special Meeting, including FOR the Arrangement Resolution?

Your feedback and your vote are important to us. We have ensured that voting is easy and accessible. You can vote in person, virtually or by proxy at the Meeting, and by proxy on the internet, by phone, by fax or by mail. If you are a Registered Shareholder and are unable to attend the Meeting either in person or virtually, we encourage you to vote by completing the enclosed proxy form. If you are a Non-Registered Shareholder and have received this letter and the Circular from your broker or another intermediary, please complete and return the proxy form or the VIF provided to you in accordance with the instructions.

If you wish to vote in person or virtually at the Meeting, you do not need to complete or return the proxy form. Your vote will be taken and counted at the Meeting. Even if you plan to attend the Meeting, you may find it convenient to express your views in advance by completing and returning the proxy form. Completing, signing and returning your proxy form does not preclude you from attending the Meeting in person nor will it limit your right to vote in person if you attend the Meeting.

If you do not wish to attend the Meeting or do not wish to vote in person or virtually, your proxy will be voted for or against the resolutions in accordance with your instructions as specified thereon on any ballot that may be called at the Meeting. In the absence of such instructions, your LAC Common Shares will be voted FOR: (a) setting the number of directors at eight (8); (b) the election of those individuals named herein as directors of the Company; (c) appointing PwC as auditors of the Company for the ensuing year; (d) the approval of a non-binding advisory resolution on the Company's approach to executive compensation; (e) the approval of the Arrangement Resolution; (f) the approval of the New LAC Incentive Plan Resolution; (g) the approval of the GM Tranche 2 Pricing Resolution; and (h) the approval of the GM Tranche 2 Ownership Resolution. Your proxy must be submitted on the internet, by phone, by fax or by mail and must be executed by the Registered Shareholder or by the Registered Shareholder's attorney authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

On the other hand, if you are a Registered Shareholder and wish to exercise your right to dissent in respect of the Arrangement, you must deliver your Notice of Dissent to the Arrangement Resolution to the Company at Suite 300, 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5, Attention: Corporate Secretary, not later than 10:00 a.m. (Pacific Time) on July 27, 2023 or, in the event of any adjournment or postponement of the Meeting, on the Business Day that is at least two Business Days before the date of the adjourned or postponed Meeting. Any failure to strictly comply with the Dissent Procedures set out in this Circular may result in the loss or unavailability of your right of dissent. See "Dissent Rights".

If your LAC Common Shares are not registered in your name, but are instead registered in the name of a broker, intermediary or nominee, please see question number 8 for voting instructions.

Shareholders as of the close of business on June 12, 2023, being the Record Date, or their duly appointed proxies will be entitled to attend the Meeting or register to vote on all matters to be voted on at the Meeting.

This Circular is furnished in connection with the solicitation, by or on behalf of the management of the Company, of proxies to be used at the Meeting or at any adjournment(s) or postponement(s) thereof, to vote your LAC Common Shares FOR setting the number of directors at eight (8); FOR the election of George Ireland (Chair), Fabiana Chubbs, Kelvin Dushnisky, Jonathan Evans, Yuan Gao, John Kanellitsas, Jinhee Magie and Franco Mignacco as directors of the Company; FOR the appointment of PwC as the Company's auditors for the ensuing year; FOR the approval of a non-binding advisory resolution on the Company's approach to executive compensation, FOR the approval of the Arrangement Resolution; FOR the approval of the New LAC Incentive Plan Resolution; FOR the approval of the GM Tranche 2 Pricing Resolution; and FOR the GM Tranche 2 Ownership Resolution. It is expected that the solicitation of proxies will be primarily by mail and email, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of the Company without special compensation, or by Computershare at nominal cost. The cost of solicitation will be borne by the Company. Computershare is responsible for tabulation of proxies. In addition, the Company has retained Morrow Sodali as proxy solicitation agent in connection with the solicitation of proxies for the Meeting.

Return the completed, dated and signed form of proxy in the enclosed envelope or otherwise to the Company's registrar and transfer agent, Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 for arrival not later than 10:00 a.m. (Pacific Time) on July 27, 2023 (unless such proxy submission deadline is waived by the Chair of the Meeting), or, if the Meeting is adjourned or postponed, not later than 10:00 a.m. (Pacific Time) on the day which is two Business Days preceding the date of the adjourned or postponed Meeting. As well, Shareholders who received these materials through Computershare may vote via the Internet or by telephone by following the instructions provided on the form of proxy. A control number is provided on the proxy form for this purpose. All LAC Common Shares represented by a properly executed proxy received by Computershare prior to such time will be voted in accordance with your instructions as specified in the proxy, on any ballot that may be called at the Meeting.

The persons named in the form of proxy will vote your LAC Common Shares in accordance with your instructions. In the absence of such instructions, however, your LAC Common Shares will be voted FOR setting the number of directors at eight (8), FOR the election of the management nominees as directors of the Company, FOR the appointment of PwC as the Company's auditors for the ensuing year, FOR the approval of the Arrangement Resolution; FOR the approval of the New LAC Incentive Plan Resolution; FOR the approval of the GM Tranche 2 Pricing Resolution; and FOR the approval of the GM Tranche 2 Ownership Resolution.

Yes. A Registered Shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the Registered Shareholder or by the Registered Shareholder's attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the Registered Shareholder or by the Registered Shareholder's attorney, who is authorized in writing, to or at the registered office of the Company not later than 10:00 a.m. (Pacific Time) on July 27, 2023 or, if the Meeting is adjourned or postponed, not later than 10:00 a.m. (Pacific Time) on the day which is two Business Days preceding the date of the adjourned or postponed Meeting.

Note that the participation by a Registered Shareholder in a vote by ballot at the Meeting would automatically revoke any proxy that has been previously given by the Registered Shareholder in respect of business covered by that vote.

A Non-Registered Shareholder who received these materials through an intermediary should follow the instructions provided by the intermediary.

8. If my LAC Common Shares are not registered in my name but are held in the name of an intermediary (a bank, trust company, securities broker, trustee or otherwise), how do I vote my LAC Common Shares?

If you are a Non-Registered Shareholder who received these materials through Computershare, then follow the instructions set out in question number 4 above.

If you are a Non-Registered Shareholder who did not receive these materials through Computershare, there are, as discussed in the Circular, two ways that you can vote your LAC Common Shares held by your intermediary. Applicable securities laws require your intermediary to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive or have already received from your intermediary either a request for voting instructions or a proxy form for the number of LAC Common Shares you own. Every intermediary has its own signing and return instructions, which should be carefully followed by Non- Registered Shareholders to ensure that their LAC Common Shares are voted at the Meeting. Accordingly, for your LAC Common Shares to be voted for you, please follow the voting instructions provided by your intermediary.

However, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or proxy form to appoint yourself as proxyholder and follow the signing and return instructions of your intermediary. Non-Registered Shareholders who appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of Computershare. Do not otherwise complete the form sent to you as your vote will be taken and counted at the Meeting.

Shareholders will be voting on the approval of the Arrangement Resolution which provides for, among other things, the Separation of the Company into two independent companies and a number of related matters. Subject to the approval of the Arrangement Resolution, Shareholders will also be voting on the approval of the New LAC Incentive Plan Resolution, which will establish an equity incentive plan for New LAC, which is substantially similar to the equity incentive plan currently in place at the Company except for amendments to accommodate the treatment of the LAC Equity Awards. In addition, Shareholders will be asked to vote on the annual business of the Company, being the election of directors, appointment of PwC as auditors of the Company for the ensuing year, and a non-binding advisory resolution approving the Company's approach to executive compensation. Lastly, Shareholders will also be asked to vote on, in connection with the GM Transaction, (a) the maximum pricing limitation for the Tranche 2 subscription of US$27.74 per share (as adjusted for the Arrangement), and (b) the ownership of GM and its affiliates of more than 20% of the issued and outstanding shares of the Company (and following the Arrangement, New LAC).

For more information on the Arrangement, see "The Arrangement"; for a description of the New LAC Incentive Plan, see "Summary of New LAC Incentive Plan" attached as Appendix "A" to Schedule "H"; for a description of the Company's annual business, see Schedule "Q"; and for information concerning the GM Transaction, see "Items of Business - Approval of Matters in respect of the GM Transaction".

With a view to enhancing Shareholder value, the Company is proposing to separate into two independent, publicly-traded companies. Lithium Argentina, which will hold the Argentinian Business, will focus on developing and operating the Caucharí-Olaroz Project and pursuing opportunities for regional growth through the development of the Pastos Grandes Project and Sal de la Puna project. New LAC, which will hold the North American Business, will continue advancing the development of the Thacker Pass Project through construction to production, and supporting the development of a North American supply chain for lithium.

GM and Ganfeng, which collectively own 18.8% of the Company's outstanding shares, as well as the Company's senior officers and directors who stand for re-election, have each entered into agreements to support and vote in favour of the Separation. See "Support Agreements". The Board, having considered, among other things, the reasons for the Arrangement and the Fairness Opinions with respect to the Arrangement has unanimously determined that the Arrangement is in the best interests of the Company and its Shareholders and is recommending that Shareholders vote in favour of the Arrangement. This recommendation is based on the Board's view that it enhances the long-term prospects for both Lithium Argentina and New LAC and provides a number of benefits to Shareholders, including, among others:

See "The Arrangement - Background for the Arrangement" and "The Arrangement - Reasons for the Arrangement".

For the Arrangement to proceed, the Arrangement Resolution must be approved by: (i) at least 66⅔% of the votes cast by Shareholders present in person or virtually, or represented by proxy, at the Meeting, which Shareholders are entitled to one vote for each LAC Common Share held; and (ii) a majority of the votes cast by Minority Shareholders.

As well as the necessary Shareholder approval, the principal approval required will be that of the Court, which, under the BCBCA, must approve the Arrangement. It is expected that, assuming the requisite Shareholder approval is received at the Meeting, the hearing of the Court on the Arrangement will be held on August 4, 2023 at 9:45 a.m. (Pacific Time) at the Court in Vancouver, British Columbia. The Notice of Hearing Petition for the Final Order (the "Notice of Hearing for Final Order") in connection with the Final Order is included as Schedule "F".

In addition, an application has been made to list the New LAC Common Shares, and notification has been filed with regards to LAC's intention to continue to list the Lithium Argentina Common Shares, on the TSX and the NYSE subject to the Company fulfilling all of the requirements of the TSX and the NYSE, respectively, and such listings are conditions to the completion of the Arrangement, which is also conditional on the SEC's declaration of effectiveness of the registration statement on Form 20-F of New LAC to register the New LAC Common Shares under the U.S. Exchange Act.

The completion of the Arrangement is also subject to receipt of the Tax Rulings and other customary conditions. See "The Arrangement- Conditions to the Arrangement".

In general, a Resident Shareholder who holds LAC Common Shares, and any shares of Lithium Argentina and New LAC received pursuant to the Arrangement, as capital property will not realize a capital gain or capital loss for purposes of the Tax Act as a result of the transactions in the Arrangement. The aggregate adjusted cost base of the LAC Common Shares for a Resident Shareholder will generally be allocated among the Lithium Argentina Common Shares and the New LAC Common Shares based upon the relative fair market values of such shares at the time of the Arrangement. Following the Effective Date, Lithium Argentina and New LAC will advise Shareholders either by press release or on their websites of their estimate of the appropriate proportionate allocation.

In general, a Non-Resident Shareholder who holds LAC Common Shares, and any shares of Lithium Argentina and New LAC received pursuant to the Arrangement, as capital property will not be subject to tax under the Tax Act as a result of the transactions in the Arrangement.

For a more detailed description of the Canadian federal income tax consequences to Shareholders as a result of the Arrangement, see "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations".

In connection with the Arrangement, the Company expects to receive the U.S. Tax Ruling, substantially to the effect that, subject to certain qualifications and limitations, for U.S. federal income tax purposes, sections 368(a)(1)(D) and 355(a) of the U.S. Code should apply to the deemed distribution of New LAC Common Shares to the U.S. Holders as part of the Arrangement.

Assuming that the Arrangement qualifies under sections 368(a)(1)(D) and 355(a) of the U.S. Code, accordingly, for U.S. federal income tax purposes, U.S. Holders generally will not recognize any gain or loss (and will not otherwise include any amount in income) with respect to the deemed distribution of New LAC Common Shares to such holders under the Arrangement. For a more detailed description of the U.S. federal income tax consequences to U.S. Holders as a result of the Arrangement, see "Material Income Tax Considerations - Certain United States Federal Income Tax Considerations".

Information regarding tax matters in this Circular does not constitute tax advice. Each Shareholder is encouraged to consult his, her or its own tax advisor as to the specific consequences of the Arrangement to such Shareholder, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority and of changes in applicable tax law.

It is presently anticipated that, if all required approvals are obtained and other conditions fulfilled, the Arrangement is targeted to become effective by October 15, 2023, but in any event no later than December 31, 2023. The Board may, however, decide to delay or not proceed with the Arrangement, even if all required approvals and consents are obtained.

Shareholders (other than Dissenting Shareholders) immediately prior to the Effective Time will receive, for each one LAC Common Share held, one Lithium Argentina Common Share and one New LAC Common Share. See "The Arrangement - Proposed Timetable for the Arrangement".

15. If the Arrangement is effected, what do Shareholders need to do in order to receive the Lithium Argentina Common Shares and New LAC Common Shares to which they are entitled?

Concurrently with the mailing of the Circular, LAC will mail the Letter of Transmittal to Registered Shareholders, which will be used to exchange their certificates or DRS statements representing LAC Common Shares for certificates or DRS statements representing the Lithium Argentina Common Shares and certificates or DRS statements representing the New LAC Common Shares. Until exchanged, each certificate or DRS statement representing LAC Common Shares will, after the Effective Time, represent only the right to receive, upon surrender, Lithium Argentina Common Shares and New LAC Common Shares. Pursuant to the Plan of Arrangement, Registered Shareholders who fail to submit a duly completed Letter of Transmittal and all other documents required by the Depositary and surrender their LAC Common Shares within three (3) years of the Effective Time will no longer have the right to receive Lithium Argentina Common Shares and New LAC Common Shares and will not receive any compensation in lieu thereof.

16. When must I be a Shareholder in order to receive Lithium Argentina Common Shares and New LAC Common Shares?

Shareholders (other than Dissenting Shareholders) immediately prior to the Effective Time will receive Lithium Argentina Common Shares and New LAC Common Shares.

Any Shareholder who duly exercises Dissent Rights and, following the Dissent Procedures under the BCBCA, as modified by the Plan of Arrangement and the Interim Order, is ultimately entitled to be paid the fair value for his, her or its LAC Common Shares, will instead be entitled to the fair value of such shares and will not receive Lithium Argentina Common Shares or New LAC Common Shares. See "Dissent Rights".

17. What will be the impact of the Arrangement on the market price and trading of my LAC Common Shares?

Management of the Company cannot predict the short-term impact of the Arrangement on the market price and trading of LAC Common Shares, but believes that splitting the Argentinian Business and the North American Business is in the best long-term interest of Shareholders. Shareholders will hold an interest in two separate, publicly-traded companies. Subject to Lithium Argentina and New LAC fulfilling all the requirements and receiving the approvals of the TSX and the NYSE respectively, the Lithium Argentina Common Shares will continue trading on the exchanges under the new symbol "LAAC" while the New LAC Common Shares will be newly listed for trading on the exchanges under the symbol "LAC". See "The Arrangement - Conditions to the Closing of the Arrangement and Tax Rulings - Conditions to the Arrangement" and "Certain Securities Law Matters".

Answers to many of your questions may be found in the accompanying Circular. If after reviewing the Circular you have questions about voting your proxy, please contact Computershare at 1-800-564-6253 or Morrow Sodali, the proxy solicitation agent by telephone at 1-888-999-2944 (North American Toll Free) or 1-289-695-3075 (Collect Outside North America); or by email at assistance@morrowsodali.com.

If you have questions about the Arrangement, please contact the Company at 778-656-5820 or at info@lithiumamericas.com. In addition, you may wish to consult your financial, tax and/or legal advisors.

SUMMARY

The following is a summary of the principal features of the Arrangement and certain other matters and should be read together with the more detailed information and financial statements contained elsewhere in this Circular, including the schedules hereto. Capitalized terms not otherwise defined in this summary are defined in the Glossary of Defined Terms or elsewhere in this Circular. This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere in this Circular.

THE MEETING

The Company has fixed June 12, 2023 as the Record Date for determining the Shareholders entitled to receive notice of and vote at the Meeting. The Meeting will be held at Suite 400, 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5 and virtually at meetnow.global/M7N5FHV on July 31, 2023 at 10:00 a.m. (Pacific Time).

At the Meeting, Shareholders will be asked to consider the following annual general meeting matters:

receiving the consolidated financial statements of the Company for the year ended December 31, 2022;
setting the number of directors of the Company at eight (8);
electing directors of the Company for the ensuing year;
appointing PwC as auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration;
approving a non-binding advisory resolution on the Company's approach to executive compensation;
approving, with or without variation, the Arrangement Resolution;
subject to approval of the Arrangement Resolution, approving the New LAC Incentive Plan Resolution;
approving, with or without variation, the GM Tranche 2 Pricing Resolution; and
approving, with or without variation, the GM Tranche 2 Ownership Resolution.

By passing the Arrangement Resolution, Shareholders will also be giving authority to the Board to use its best judgment to proceed with and cause the Company to complete the Arrangement in the event of any variation of, or amendments to, the Arrangement Agreement or Plan of Arrangement without any requirement to seek or obtain any further approval of shareholders.

For further information on voting LAC Common Shares at the Meeting, see "Voting Information".

THE ARRANGEMENT

The purpose of the Arrangement and the related transactions is to separate the Company into two independent companies: (a) Lithium Argentina, a lithium company focused on advancing the Caucharí-Olaroz Project to full production while pursuing regional growth in Argentina; and (b) New LAC, a North America focused lithium company with the objective of advancing the Thacker Pass Project through construction to production and supporting the development of a North American supply chain for lithium. The Arrangement would result in, among other things, Participating Shareholders receiving one Lithium Argentina Common Share and one New LAC Common Share for each LAC Common Share held by such Participating Shareholder before the Arrangement. Immediately after giving effect to the Arrangement, Participating Shareholders will hold all of the outstanding Lithium Argentina Common Shares and New LAC Common Shares.

For a summary of the steps of the Arrangement and related transactions, see "The Arrangement - Details of the Arrangement".

REASONS FOR THE ARRANGEMENT

The Board believes that the creation of two independent publicly-traded companies, will provide a number of benefits to Lithium Argentina, New LAC and the Shareholders, including, among others:

providing each company with enhanced business and strategic focus,
enabling each business to pursue independent and unique growth opportunities, including:
- Lithium Argentina: Ramp-up of the Caucharí-Olaroz Project, pursuit of an expansion, and further growth with the significant resource, along with advancement and development of the Pastos Grandes basin; and
- New LAC: Construction of Phase 1 of the Thacker Pass Project, and planning and execution of Phase 2 expansion and beyond
allowing each company to benefit from experienced and focused leadership,
improving the market's ability to evaluate each business and value it against comparable businesses and other performance benchmarks,
providing shareholders with increased value and flexibility through independent investment opportunities,
providing each company with independent access to capital, resulting in more tailored capital allocation practices,
allowing each company to expand deeper into its specific management expertise,
being executed on a tax-deferred basis supported by tax rulings in the United States and Canada, and
enabling the separate businesses to better attract, retain and motivate key personnel.

See "The Arrangement - Reasons for the Arrangement".

RECOMMENDATION OF THE BOARD

The Board, having considered, among other things, the reasons for the Arrangement and the Fairness Opinions with respect to the Arrangement has unanimously determined that the Arrangement is in the best interests of the Company and its Shareholders. The Board has unanimously approved the Arrangement, the terms of the Arrangement Agreement and the transactions contemplated thereby, and unanimously recommends the Shareholders vote FOR the Arrangement Resolution, and, subject to the approval of the Arrangement Resolution by the Shareholders, FOR the New LAC Incentive Plan Resolution.

FAIRNESS OF THE ARRANGEMENT

Each of BMO Capital Markets and Stifel GMP rendered to the Board a written opinion, dated May 15, 2023, to the effect that, as of such date, and based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. In providing the Fairness Opinions, each of BMO Capital Markets and Stifel GMP considered certain aspects of the Arrangement and the Original Arrangement Agreement.

The full text of the Fairness Opinions, which set forth, among other things, the assumptions made, matters considered, and qualifications and any limitations on each of the Fairness Opinions and the review undertaken by each of BMO Capital Markets and Stifel GMP in connection with rendering each of their opinions, is contained in Schedule "D" to this Circular. The summary of the Fairness Opinions set forth in this Circular is qualified in its entirety by reference to the full text of such opinions and Shareholders are urged to read the Fairness Opinions carefully and in their entirety.

The Fairness Opinions do not constitute a recommendation to any Shareholder as to how such Shareholder should vote with respect to the resolutions to be considered by Shareholders at the Meeting or any other matter. The Fairness Opinions do not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategic alternatives that may be available to the Company. The Fairness Opinions are only one factor that was taken into consideration by the Board in making its determination to recommend that the Shareholders vote in favour of the Arrangement Resolution. See "The Arrangement - Reasons for the Arrangement".

The Board urges Shareholders to review the Fairness Opinions carefully and in their entirety. For further details, see "The Arrangement - Fairness of the Arrangement".

CONDITIONS TO CLOSING OF THE ARRANGEMENT AND TAX RULINGS

The Arrangement will be subject to the satisfaction or waiver, as applicable, of certain conditions, including the following:

the Arrangement Resolution will have been approved by the requisite number of votes cast by Shareholders at the Meeting in accordance with the Interim Order and applicable laws;
the Final Order will have been obtained in form and substance satisfactory to the Company, and will not have been set aside or modified in a manner unacceptable to the Company, on appeal or otherwise;
all shareholder, regulatory (including the TSX, the SEC and the NYSE), judicial and third-party approvals, consents, authorizations and orders necessary or reasonably desired by the Company for the completion of the transactions provided for in the Arrangement Agreement and the Tax Rulings will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances and all will be in full force and effect.
no action will have been instituted and be continuing on the Effective Date and there will not be in force any order or decree, in each case restraining or enjoining the consummation of the transactions contemplated by the Arrangement, the Tax Rulings or the Plan of Arrangement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding;
no law, regulation or policy will have been proposed, enacted, promulgated or applied that interferes or is inconsistent with the completion of the Arrangement, the Tax Rulings or their effective application to the Arrangement or any of the other transactions contemplated by the Arrangement Agreement or the Plan of Arrangement;
the Tax Rulings will have been received by the Company, in form and substance satisfactory to the Company, confirming that (i) the proposed Arrangement and related transactions may be effected for purposes of the Tax Act as a "butterfly" reorganization pursuant to paragraph 55(3)(b) of the Tax Act with no material Canadian federal income tax payable by any of the Company, New LAC or other Affiliates or Shareholders who hold their LAC Common Shares as capital property and confirmation satisfactory to the Company that, immediately prior to the Effective Date, the Canadian Tax Ruling remains in full force and effect and there have been no changes in relevant laws, jurisprudence, administrative practice or otherwise that would adversely affect the binding income tax rulings contained in the Canadian Tax Ruling; and (ii) the proposed Arrangement and related transactions qualify as a divisive reorganization pursuant to sections 368(a)(1)(D) and 355(a) of the U.S. Code and the Treasury Regulations promulgated thereunder and confirmation satisfactory to the Company that, immediately prior to the Effective Date, the U.S. Tax Ruling remains in full force and effect and there have been no changes in relevant laws, jurisprudence, administrative practice or otherwise that would adversely affect the binding income tax rulings contained in the U.S. Tax Ruling;
all of the conditions precedent and other terms and conditions of the Tax Rulings will have been satisfied; and

the Ganfeng Lock-Up will have been received in a form satisfactory to the Company and New LAC, and the Ganfeng Lock-Up and the Investor Rights Agreement will be in full force and effect and will not have been withdrawn or terminated.

The Canadian Tax Ruling requested from the CRA contains income tax rulings binding on the CRA which confirm that the transfer of the Distribution Property may be accomplished on a fully tax-deferred basis, and certain other tax matters related to the Arrangement, provided that the material facts presented are accurately stated, the transfer is implemented as disclosed to the CRA and certain other conditions are satisfied. This requires, among other things, that the Arrangement complies with all requirements of the public company "butterfly" rules in section 55 of the Tax Act.

The Company has applied for the U.S. Tax Ruling with the IRS, which covers the relevant U.S. tax aspects of the Arrangement. The U.S. Tax Ruling relies upon certain facts, assumptions, representations and undertakings from the Company regarding the past and future conduct of the Company. If any of the facts, assumptions, representations or undertakings described therein are incorrect or not otherwise satisfied, the Company may not be able to rely upon the U.S. Tax Ruling.

Notwithstanding the U.S. Tax Ruling, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to one or more of the conclusions requested in the U.S. Tax Ruling. Accordingly, the IRS could determine that the Arrangement should be treated as a taxable transaction if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated. If the Arrangement is ultimately determined to be taxable, the deemed distribution resulting therefrom could be treated as a taxable event to U.S. Holders for U.S. federal income tax purposes, and such holders could incur significant U.S. federal income tax liability.

See "The Arrangement - Conditions to Closing of the Arrangement and Tax Rulings".

COURT APPROVAL

The Arrangement requires the approval of the Court under the BCBCA. Prior to mailing this Circular, the Company obtained the Interim Order authorizing the calling and holding of the Meeting and providing for certain other procedural matters. A copy of the Interim Order is attached as Schedule "E". The Notice of Hearing for Final Order in respect of the Final Order is attached as Schedule "F".

Assuming approval of the Arrangement Resolution by the Shareholders at the Meeting, the Company intends to make an application to the Court for the Final Order on August 4, 2023 at 9:45 a.m. (Pacific Time) or as soon thereafter as counsel may be heard at the Court house at 800 Smithe Street, Vancouver, British Columbia or at any other date and time as the Court may direct. At the hearing, any Shareholder or other interested party who wishes to participate or be represented or present arguments or evidence must file and serve a response to petition no later than 4:00 p.m. (Pacific Time) on August 2, 2023 along with any other documents required, all as set out in the Interim Order and Notice of Hearing for Final Order, copies of which are attached as Schedule "E" and Schedule "F", respectively, and satisfy any other requirement of the Court.

The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit.

See "The Arrangement - Court Approval of the Arrangement".

SHAREHOLDER APPROVAL

Subject to any further order(s) of the Court, the Arrangement must be approved by: (i) at least 66⅔% of the votes cast by Shareholders present, whether in person or virtually, or by proxy, and entitled to vote at the Meeting; and (ii) a majority of the votes cast by Minority Shareholders.

See "The Arrangement - Shareholder Approval of the Arrangement" and "Certain Securities Law Matters - Canadian Securities Laws - Application of MI 61-101".

EFFECTIVE DATE

Upon receipt of the Final Order, the Company will announce by news release the proposed Effective Date of the Arrangement, which is targeted to occur by October 15, 2023, but in any event by no later than December 31, 2023. The Board will determine the Effective Date upon satisfaction or waiver of the conditions to the Arrangement.

STOCK EXCHANGE LISTINGS

The LAC Common Shares are currently listed and posted for trading on the TSX and the NYSE. The Arrangement is conditional upon the continued listing of Lithium Argentina Common Shares and the listing of New LAC Common Shares on the TSX and the NYSE in substitution for the LAC Common Shares immediately upon completion of the Arrangement, subject to compliance with the requirements of the TSX and the NYSE. New LAC has made an application to list the New LAC Common Shares on the TSX and the NYSE. LAC has also notified both the TSX and NYSE of its intention to remain listed on both exchanges. Any listing will be subject to fulfilling all the requirements and receiving the approvals of the TSX and the NYSE, respectively.

NEW LAC FOLLOWING THE ARRANGEMENT

New LAC is expected to operate as a North America focused lithium company set on advancing the Thacker Pass Project through construction to production and supporting the development of a North American supply chain for lithium.

For a more detailed description of New LAC following the completion of the Arrangement, see Schedule "H".

LITHIUM ARGENTINA FOLLOWING THE ARRANGEMENT

Lithium Argentina is expected to operate as an Argentina focused lithium company focused on advancing the Caucharí-Olaroz Project to full production while pursuing regional growth in Argentina.

For a more detailed description of Lithium Argentina following the completion of the Arrangement, see Schedule "M".

DISTRIBUTION OF SHARES

On or as soon as practicable after the Effective Date, Lithium Argentina and New LAC will deposit with the Depository, certificates or DRS statements representing the aggregate number of Lithium Argentina Common Shares and New LAC Common Shares, respectively, issued to Shareholders in connection with the Arrangement. Upon surrender to the Depositary for cancellation of a certificate or DRS statement, which immediately prior to the Effective time represented outstanding LAC Common Shares, together with a completed Letter of Transmittal accompanying this Circular, the holder of such surrendered certificate or DRS statement will be entitled to receive in exchange therefor, certificates or DRS statements representing that number of Lithium Argentina Common Shares and New LAC Common Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate or DRS statement will be cancelled. Each LAC Common Share will be exchanged for one Lithium Argentina Common Share and one New LAC Common Share. Until exchanged, each certificate or DRS statement representing LAC Common Shares, will, after the Effective Time, represent only the right to receive, upon surrender, Lithium Argentina Common Shares and New LAC Common Shares.

Shareholders who fail to submit their certificates or DRS statements representing LAC Common Shares together with a duly completed Letter of Transmittal and any other documents required by the Depository on or before the third (3^rd) anniversary of the Effective Date will cease to have any right or claim against or interest of any kind or nature in Lithium Argentina or New LAC. Accordingly, persons who tender certificates or DRS statements for LAC Common Shares after the third (3^rd) anniversary of the Effective Date will not receive any Lithium Argentina Common Shares or New LAC Common Shares, will not own any interest in Lithium Argentina or New LAC and will not be paid any cash or other compensation in lieu thereof.

See "The Arrangement - Distribution of Shares".

DISSENT RIGHTS

The Interim Order provides that each Registered Shareholder may exercise Dissent Rights in accordance with sections 237 to 247 of the BCBCA as modified by the Plan of Arrangement and the Interim Order in respect of the Arrangement. Each Dissenting Shareholder is entitled to be paid the fair value of all, but not less than all, of the holder's LAC Common Shares, provided that the holder duly dissents to the Arrangement Resolution and the Arrangement becomes effective.

To exercise Dissent Rights, Registered Shareholders must ensure that their Notice of Dissent is received by the Company at Suite 300, 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5, Attention: Corporate Secretary by no later than 10:00 a.m. (Pacific Time) on July 27, 2023 (or on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting) in the manner described under the heading "Dissent Rights". If a Registered Shareholder exercises Dissent Rights in strict compliance with the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and the Arrangement is completed, such Dissenting Shareholder is entitled to be paid the fair value of the LAC Common Shares with respect to which Dissent Rights were validly exercised, as calculated as of the close of business on the day before the Arrangement Resolution is adopted. Only Registered Shareholders are entitled to exercise Dissent Rights. Beneficial Shareholders who wish to exercise Dissent Rights must cause each Registered Shareholder holding their LAC Common Shares to deliver the required notice of dissent or, alternatively, make arrangements to become Registered Shareholders. Shareholders should carefully read the section of this Circular under the heading "Dissent Rights" and consult with their advisors if they wish to exercise Dissent Rights. Any failure to fully comply with the provisions of the BCBCA, as modified by the Plan of Arrangement and the Interim Order in respect of the Arrangement, may result in a loss of that holder's Dissent Rights.

CANADIAN SECURITIES LAWS MATTERS

The Company is a reporting issuer in all of the provinces and territories of Canada. Upon completion of the Arrangement, it is expected that New LAC will be a reporting issuer in all of the provinces and territories of Canada.

The issuance of the Lithium Argentina Common Shares and New LAC Common Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from prospectus requirements of Canadian securities legislation in the provinces and territories of Canada where shareholders are resident. With certain exceptions, the Lithium Argentina Common Shares and New LAC Common Shares received by shareholders pursuant to the Arrangement may generally be resold in each of the provinces and territories of Canada without restriction, provided the trade is not a "control distribution" as defined in National Instrument 45-102 - Resale of Securities of the Canadian Securities Administrators, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling securityholder is an insider or officer of the issuer, the insider or officer has no reasonable grounds to believe that the issuer is in default of securities legislation.

See "Certain Securities Law Matters - Canadian Securities Laws".

U.S. SECURITIES LAWS MATTERS

The securities to be issued or deemed to be issued to Shareholders and holders of LAC Equity Awards pursuant to the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be distributed in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable state registration requirements. The securities issued or deemed to be issued to Shareholders pursuant to the Arrangement will generally not be subject to resale restrictions under U.S. federal securities laws for persons who are not affiliates of Lithium Argentina or New LAC following the Arrangement or within 90 days prior to the Arrangement.

See "Certain Securities Law Matters - U.S. Securities Laws".

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

For a more detailed description of the Canadian federal income tax consequences to Shareholders as a result of the Arrangement, see the section of this Circular under the heading "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations". Shareholders should consult their own tax advisors to determine the tax consequences to them of the Arrangement, having regard to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority.

CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS

A summary of certain U.S. federal income tax considerations for U.S Holders who participate in the Arrangement is set out under the heading "Material Income Tax Considerations - Certain United States Federal Income Tax Considerations".

Subject to the discussion under "Material Income Tax Considerations - Certain United States Federal Income Tax Considerations", for U.S. federal income tax purposes, U.S. Holders generally will not recognize any gain or loss (and will not otherwise include any amount in income) with respect to the deemed distribution resulting from the Arrangement. Each U.S. Holder is encouraged to consult its own tax advisor as to the specific consequences of the Arrangement to such holder, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax law.

RISK FACTORS

Shareholders should be aware that there are various known and unknown risk factors in connection with the Arrangement and the ownership of Lithium Argentina Common Shares and New LAC Common Shares and following the completing of the Arrangement. Shareholders should carefully consider the risks identified in this Circular under the heading "The Arrangement - Risk Factors Relating to the Arrangement" and under the heading "Risk Factors" in Schedule "H" and Schedule "M" before deciding whether or not to approve the Arrangement Resolution.

SELECTED PRO FORMA FINANCIAL INFORMATION

For a summary of certain pro forma consolidated financial information of Lithium Argentina and certain historical and pro forma consolidated financial information of New LAC, see the sections under the headings "Pro Forma Consolidated Financial Information" in Schedule "M" and "Summary Historical and Pro Forma Consolidated Financial Information" in Schedule "H", respectively.

GM TRANSACTION

On January 30, 2023, the Company entered into the Master Purchase Agreement with GM in respect of the GM Transaction.

Tranche 1 of the GM Transaction closed on February 16, 2023, whereby GM acquired 15,002,243 LAC Common Shares at the Tranche 1 Subscription Price for gross proceeds of approximately US$320 million and was issued 11,890,848 Tranche 2 AEWs, resulting in GM holding a 9.9% equity interest in the Company on a non-diluted basis on such date.

The Company is providing this Circular to Shareholders to solicit proxies for use at the Meeting to be held on July 31, 2023.

The Company's management is primarily soliciting proxies by mail, but may also contact Shareholders by telephone or email. The Company will pay the costs of soliciting proxies. The Company may also pay reasonable costs incurred by intermediaries who are registered owners of LAC Common Shares (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) to deliver the notice package to beneficial owners of such LAC Common Shares. The Company will provide, without cost to such persons, upon request to the Corporate Secretary of the Company, additional copies of the foregoing documents required for this purpose. The cost of solicitation will be borne by the Company. The Company may utilize the Broadridge QuickVoteTM service to assist Shareholders with voting their LAC Common Shares. Those Shareholders who have not objected to the Company knowing who they are (non-objecting beneficial owners or NOBOs) may be contacted by Morrow Sodali to conveniently obtain a vote directly over the phone.

In addition, the Company has engaged Morrow Sodali as proxy solicitation agent and will pay fees of approximately C$35,000 for proxy solicitation and governance advisory services plus a success fee of C$15,000 if the necessary Shareholder approval of the Arrangement is received, and a per-call fee. Morrow Sodali will also be reimbursed for customary and reasonable out-of-pocket expenses. All costs of solicitation will be borne by the Company.

The Articles of the Company provide that the quorum for the transaction of business at the Meeting is at least two (2) Shareholders who hold in aggregate at least 5% of the issued LAC Common Shares entitled to vote at the Meeting.

A simple majority of the votes cast at the Meeting, whether in person, virtually, by proxy or otherwise, will constitute approval of all item of business considered at the Meeting, other than: (a) the Arrangement Resolution, which must be approved by (i) at least 66⅔% of the votes cast by Shareholders present, whether in person or virtually, or by proxy, and entitled to vote at the Meeting, and (ii) a majority of the votes cast by Minority Shareholders; and (b) the GM Transaction Resolution, which must be approved by a simple majority of the votes cast by Shareholders other than GM and its associates and affiliates.

Voting occurs in advance of the Meeting by voting a proxy, or at the Meeting physically or by attending online. How a Shareholder votes will vary depending on whether they are a Registered Shareholder or a Non-Registered Shareholder (beneficial Shareholder):

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person or online. Voting by proxy means the Shareholder appoints another individual - either the Company's management or any other person of their choice - to attend the Meeting and vote the Shareholder's LAC Common Shares based on their instructions to the person. This person does not need to be a shareholder of the Company to be the Shareholder's proxy. The form of proxy enclosed with this Circular names the senior management of the Company who will vote the Shareholder's shares as proxy if they do not appoint another person.

d) FOR approving the non-binding advisory vote in support of the Company's approach to executive compensation as described in this Circular

To exercise the right of appointing a person other than the Company's management as a proxy, a Registered Shareholder must fill in the name of the person to be designated proxy in the space provided on the proxy form and return their proxy. The Shareholder must also register their proxyholder with Computershare at http://www.computershare.com/LithiumAmericas by July 27, 2023. Any Registered Shareholder exercising this right must register their non-management proxyholder with Computershare to allow that person to receive a control number from Computershare. Otherwise that person will not be able to vote at the Meeting. Failure to register will result in the proxyholder not receiving a control number to attend, participate or vote at the Meeting. Without a control number, the proxyholder will only be able to attend the Meeting online as a guest. Guests are unable to vote or ask questions.

a) Mail - complete, sign, date and mail your proxy to Computershare Investor Services Inc., Proxy Department at 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;

b) Fax - complete, sign, date and fax your proxy to Computershare at (416) 263-9524 or 1-866-249-7775;

c) Internet voting - vote your proxy online at www.investorvote.com using the 15-digit or 16-digit control number located at the bottom of your proxy; or

d) Telephone - vote your proxy by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America).

In all cases, the proxy must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. Proxies received after that time may be accepted by the Chair of the Meeting at such person's sole discretion. The Chair of the Meeting is under no obligation to accept late proxies.

Registered Shareholders may also choose to attend the Meeting, either physical or virtually, and vote their shares at the Meeting location or through the online meeting platform, rather than voting by proxy. This means attending the Meeting physically or virtually at the meeting time set out on the Notice of Meeting, and voting at that time.

The Company recommends Shareholders consider voting by proxy even if they plan to attend the Meeting, in case they are unable to attend physically for any reason or they encounter technical difficulties using the online meeting platform.

a) At least a few minutes before the Meeting, go to the Computershare meeting platform website, meetnow.global/M7N5FHV

b) Login by clicking on "I have a Control Number" and entering the 15-digit control number on the proxy form

A "Virtual AGM User Guide" is available with the meeting materials on SEDAR and EDGAR.

The Company sends meeting materials to intermediaries for delivery to Non-Registered Shareholders who have not waived the right to receive them and pays for delivery costs to objecting beneficial Shareholders.

If a Non-Registered Shareholder has not waived the right to receive meeting materials, their intermediary is required for the delivery of the meeting materials. The materials will generally include a voting instruction form ("VIF") that will allow Non-Registered Shareholders to vote their shares.

The VIF should be completed, signed and returned to the Non-Registered Shareholder's intermediary. Non-Registered Shareholders can also vote by telephone or online per the VIF instructions.

Should a Non-Registered Shareholder who received one of the above forms wish to vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder must: (1) follow the instructions on the VIF to indicate that they (or such other person) will virtually attend and vote at the Meeting, and (2) register their appointment at http://www.computershare.com/LithiumAmericas. If the Non-Registered Shareholder completes these two steps within the required timeframe, then, prior to the Meeting, Computershare will contact the Non-Registered Shareholder by email with login details to allow login to the live webcast and voting at the Meeting using the Computershare meeting platform, available online at meetnow.global/M7N5FHV. Non-Registered Shareholders should carefully follow the instructions contained in the VIF of their intermediaries and contact them directly with any questions regarding the voting of Common Shares owned by them. A "Virtual AGM User Guide" is available with the meeting materials on SEDAR and EDGAR.

Voting instructions must be received in sufficient time to allow for the VIF to be forwarded by the intermediary to Computershare before July 27, 2023.

To attend and vote at the Meeting, U.S. Non-Registered Shareholders must first obtain a valid legal proxy from their intermediary and then register in advance to attend the Meeting. The U.S. Non-Registered Shareholder must follow the instructions from their intermediary included with the notice package, or contract their intermediary to request a legal proxy form. After first obtaining a valid legal proxy from their intermediary, to then register to attend the Meeting, U.S. Non-Registered Shareholders must submit a copy of their valid legal proxy to Computershare. Requests for registration should be directed to Computershare by mail at 100 University Avenue, 8^th Floor, Toronto, Ontario, M5J 2Y1, or by email at USLegalProxy@computershare.com.

Requests for registration must be labeled as "Legal Proxy" and be received no later than July 27, 2023. Non-Registered Shareholders will receive a confirmation of registration by email after Computershare receives the registration materials. All U.S. Non-Registered Shareholders must also register their appointment at the following link: http://computershare.com/LithiumAmericas.

Shareholders can change how they have voted their shares by proxy in advance of the Meeting.

A Registered Shareholder who has given a proxy may revoke it at any time not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting time or, if adjourned, any reconvened meeting time by sending written notice of revocation signed by the Registered Shareholder of their authorized attorney (or for corporations who are Registered Shareholders, by an authorized officer or attorney under the corporate seal) to the Company's head office at Lithium Americas Corp., Suite 300, 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5, Attention: Corporate Secretary. A proxy may also be revoked in any other manner permitted by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the time of the revocation. A Shareholder attending the Meeting has the right to vote virtually and, if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting.

A Non-Registered Shareholder wishing to change their vote must, at least seven (7) days before the Meeting, contact their intermediary to change their vote and follow their intermediary's instructions. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

LAC Common Shares represented by a properly executed proxy given in favour of the persons designated in the printed portion of the accompanying proxy at the Meeting will be voted or withheld from voting in accordance with the instructions contained therein on any ballot that may be called for and, if a Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the LAC Common Shares represented by the proxy shall be voted accordingly. Except with respect to broker non-votes described below, where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of each matter for which no choice has been specified.

Except with respect to broker non-votes described below, the proxy when properly completed and delivered and not revoked also confers discretionary authority upon the person appointed proxy thereunder to vote with respect to any amendments or variations of matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of posting this Circular in accordance with Notice-and-Access, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not known to the management of the Company should properly come before the Meeting, the Common Shares represented by proxies given in favour of management nominees will be voted in accordance with the best judgement of the nominee.

Under rules of the NYSE, brokers and other intermediaries holding shares in street name for their customers are generally required to vote the shares in the manner directed by their customers. If their customers do not give any direction, brokers may vote the securities at their discretion on routine matters, but not on non-routine matters. Other than the proposals to set the number of directors and for the appointment of our auditor, we believe all of the other matters to be voted on at the Meeting are non-routine matters and brokers governed by NYSE rules may not vote the securities held in street name for their customers in relation to these items of business without direction from their customers. The absence of a vote on a non-routine matter is referred to as a broker non-vote. Any securities represented at the Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact in the election of directors or any other matter to be voted on at the Meeting, except to the extent that the failure to vote for an individual nominee results in another individual receiving a larger proportion of votes cast for the election of directors. For purposes of the Company's majority voting policy, a broker non-vote is not considered to be a withhold vote.

Participants who intend to attend the Meeting online to vote, should ensure they are entitled to vote and are connected to the internet at all times to allow them to vote on the resolutions during the polling periods for each matter put before the Meeting. Participants are responsible for ensuring they have internet connectivity at all times during the Meeting. Participants will also need to have the latest version of Chrome, Safari, Edge or Firefox. The platform does not support access using Internet Explorer. As internal network security protocols (such as firewalls or VPN connections) may block access to the Computershare meeting platform, participants should use a network that is not restricted by the security settings of any organization or that has disabled any VPN settings. Logging in at least an hour before the start of the Meeting is recommended to ensure participants are able to access the online platform. Participants who are having technical difficulties with access, can contact 1-888-724-2416 for technical assistance.

Non-Registered Shareholders who wish to vote at the Meeting are responsible for appointing themselves or a third party as a proxyholder and submitting their proxy form with third party appointment details complete to Computershare and registering the third party appointment online with Computershare in advance of the Meeting at http://www.computershare.com/LithiumAmericas.

The Company believes that shareholder participation at meetings is important, regardless of the hybrid online and in-person format for the meeting. As such, the meeting platform the Company has selected allows for Registered Shareholders to ask written questions during the meeting, and during any subsequent Company presentation. This facilitates a similar level of interaction as would be expected at an in-person meeting. Questions will be answered by the Chair of the meeting, or by the Company's senior management in that person's discretion. The Company may choose not to answer any question that is asked of them if they determine the question is inappropriate for any reason.

This Circular is prepared in accordance with applicable disclosure requirements in Canada. As a "foreign private issuer" under the U.S. Exchange Act, the Company is exempt from proxy solicitation requirements in the United States. This means that the content of this Circular may be different from proxy circulars prepared by domestic issuers in the United States who follow U.S. Exchange Act requirements.

The Company uses Notice-and-Access under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations to distribute the proxy-related materials (including this Circular), the audited financial statements of the Company for the year ended December 31, 2022, and related auditor's report and MD&A to shareholders. This allows the Company to post electronic versions of the meeting materials on SEDAR at www.sedar.com, and on the Company's website at www.lithiumamericas.com instead of mailing paper copies to Shareholders. Notice-and-Access is more environmentally friendly, reducing the use of paper and certain physical delivery-related emissions, and more cost effective for the Company, as it reduces print and mailing costs.

Shareholders still have the right to request paper copies of the meeting materials posted online by the Company under Notice-and-Access if they choose. The Company will not use the "stratification" procedure for Notice-and-Access, where a paper copy of the meeting materials is provided along with the notice package. Shareholders may ask the Company additional questions about Notice-and-Access by calling 1-844-221-7982 or emailing legal@lithiumamericas.com.

The meeting materials are available under the Company's profile on SEDAR and on the Company's website at www.lithiumamericas.com. The Company will provide paper copies of the meeting materials, including proxy-related materials such as the Circular, the audited financial statements of the Company for the year ended December 31, 2022, the auditor's report and the related MD&A free of charge, for a period of up to one year from the date the Circular is filed on SEDAR, to any Shareholder who requests them by calling the Company at 1-844-221-7982, or emailing info@lithiumamericas.com. Shareholders who wish to receive a paper copy of the meeting materials in advance of the Meeting should submit their request to the Company no later than July 10, 2023, to allow themselves sufficient time to receive and review the materials before the proxy submission deadline of 10:00 a.m. (Pacific Time) on July 27, 2023. The Company will send materials within three (3) Business Days of receiving a request if the request is received before the meeting date, or within 10 days if received on or after the meeting date. Shareholders should consider emailing their request to the Company and requesting an electronic copy of the materials to ensure they have sufficient time to review the materials, in which case requests should be sent to the Company by July 20, 2023.

Shareholders will be sent a paper copy of a notice package under Notice-and-Access by pre-paid mail containing: (i) a notification about the Company's use of Notice-and-Access with instructions about how to access the proxy-related materials online, and (ii) for Registered Shareholders, a form of proxy, or for Non-Registered Shareholders a VIF.

Shareholders will receive a link to the audited consolidated financial statements and the auditor's report for the fiscal year ended December 31, 2022. These materials are also available at www.lithiumamericas.com.

Shareholders will be asked to approve setting the number of directors for the Company at eight (8).

Management recommends a vote FOR setting the number of directors at eight (8).

Shareholders will be asked to vote on the election of eight (8) directors to the Board, who will serve until the Company's next annual meeting of shareholders, until a successor is elected or appointed in accordance with the Articles of the Company and applicable corporate law, or until completion of the Separation. All nominees standing for election have confirmed they are eligible and willing to serve. See "Information Relating to the Annual Meeting Matters" as set out in Schedule "Q" for information about each of the nominees and for general information about the Board.

Management recommends a vote FOR each of the nominated directors. In the absence of instructions to the contrary, the accompanying proxy will be voted FOR the nominees listed herein. Shareholders may vote 'for' or 'withhold' for each of the nominees.

Voting will occur by Shareholders on the appointment of PwC, to serve as auditors of the Company and for their remuneration to be set by the Board. PwC has served as the Company's auditor since August 2015.

For information on the aggregate fees billed by PwC for their services during the years ended December 31, 2022 and 2021, see "Audit Committee and Risk Information - Audit Fees" in the Company's annual information form for the year ended December 31, 2022.

Management recommends a vote FOR the appointment of the Company's auditors. In the absence of instructions to the contrary, the accompanying proxy will be voted FOR the appointment of PwC as auditors of the Company for the ensuing year and the authorization of the Audit Committee and Risk to fix their remuneration.

The Audit Committee and Risk currently consists of Fabiana Chubbs (Chair), George Ireland and Jinhee Magie. National Instrument 52-110 - Audit Committees provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member's independent judgement. The Board has determined that all members of the Audit Committee and Risk are "independent" directors.

The Company will hold an advisory vote of Shareholders on compensation paid to executives, to ascertain Shareholder feedback on this important issue.

For details regarding the Company's executive compensation program and decisions made by the Board concerning executive pay for 2023, see the disclosure under the heading "Executive Compensation" in Schedule "Q".

Shareholders will be asked to vote to approve the Arrangement Resolution, the full text of which is attached as Schedule "A" to the Circular for the Arrangement, which involves, among other things, Shareholders receiving one Lithium Argentina Common Share and one New LAC Common Share in exchange for each LAC Common Share held on the Effective Date. See "The Arrangement" below.

Management recommends a vote FOR the approval, with or without variation, of the Arrangement Resolution, the full text of which is set forth in Schedule "A". In the absence of instructions to the contrary, the accompanying proxy will be voted FOR the Arrangement Resolution.

As the LAC Incentive Plan will not carry forward to New LAC, if the Arrangement Resolution is approved at the Meeting, Shareholders will be asked to consider and, if thought appropriate, pass the New LAC Incentive Plan Resolution, the full text of which is attached as Schedule "B" to the Circular.

The aggregate number of New LAC Common Shares that may be subject to issuance under the New LAC Incentive Plan, together with any other securities-based compensation arrangements of New LAC, will not exceed 14,400,737 New LAC Common Shares (representing approximately 9% of the issued and outstanding New LAC Common Shares immediately following the completion of the Arrangement based on the number of issued and outstanding LAC Common Shares as of the date hereof).

For a description of the New LAC Incentive Plan, please refer to "Summary of New LAC Incentive Plan" attached as Appendix "A" to Schedule "H". In addition, the proposed form of the New LAC Incentive Plan is set out in Exhibit III to the Plan of Arrangement attached as Schedule "C". Reference should be made thereto for a complete statement of the terms and conditions of the New LAC Incentive Plan.

Management recommends a vote FOR the approval, with or without variation, of the New LAC Incentive Plan Resolution, the full text of which is set forth in Schedule "B". In the absence of instructions to the contrary, the accompanying proxy will be voted FOR the New LAC Incentive Plan Resolution.

On January 30, 2023, the Company entered into the Master Purchase Agreement with GM pursuant to which GM will make an approximately US$650 million equity investment in the Company in two tranches (the "GM Transaction"), as more particularly described below.

The first tranche of the GM Transaction closed on February 16, 2023, whereby GM acquired 15,002,243 LAC Common Shares at a price of US$21.339 per share (the "Tranche 1 Subscription Price"), for gross proceeds of approximately US$320 million ("Tranche 1"), resulting in GM holding a 9.9% equity interest in the Company on a non-diluted basis on such date.

Additionally, in connection with Tranche 1, the Company issued 11,890,848 LAC Common Share purchase warrants of the Company to GM (the "Tranche 2 AEWs"), with each Tranche 2 AEW exercisable into a LAC Common Share at a price of US$27.74 (or, post-Arrangement, a New LAC Common Share at a price to be adjusted for the Arrangement) for a term of 36 months following the closing of Tranche 1.

The Company also entered into a subscription agreement between the Company and GM dated February 16, 2023 (the "Tranche 2 Subscription Agreement") setting forth the terms and conditions of Tranche 2 (as defined below).

In respect of the second tranche of the GM Transaction ("Tranche 2"), following the satisfaction of certain conditions, including a condition that the Company secure sufficient funding to complete certain development milestones for its Thacker Pass Project and provide notice to GM of same (the "TP Available Capital Notice"), GM has agreed to subscribe for LAC Common Shares (or, post-Arrangement, New LAC Common Shares) representing the balance of the aggregate subscription under the GM Transaction of approximately US$330 million, at the current market price on the date of subscription, subject to a maximum price of US$27.74 per LAC Common Share (or a price adjusted for the Arrangement in respect of a New LAC Common Share), being 130% of the Tranche 1 Subscription Price (as adjusted for the Arrangement).

(b) the subscription by GM for that number of LAC Common Shares (or, post-Arrangement, New LAC Common Shares) pursuant to the Tranche 2 Subscription Agreement which represents the balance of the aggregate subscription under the GM Transaction. Pricing will be based on the five (5) day volume weighted average price of the LAC Common Shares (or, post-Arrangement, New LAC Common Shares), on the NYSE ending on the date of the TP Available Capital Notice, subject to a maximum price of US$27.74 per LAC Common Share, being 130% of the Tranche 1 Subscription Price (as adjusted for the Arrangement in respect of New LAC Common Shares).

If GM and the Company implement Tranche 2 by way of a subscription for LAC Common Shares (or, post-Arrangement, New LAC Common Shares) as set forth above, the Tranche 2 AEWs will not be exercisable. Alternatively, if the Shareholders do not approve the 130% price limitation under the Tranche 2 Subscription Agreement, then GM and the Company will complete Tranche 2 through the exercise of the Tranche 2 AEWs.

The adjustment to the maximum subscription price for Tranche 2 pursuant to the Arrangement is determined through a formula and calculation identical to the adjustment of the exercise price for the Tranche 2 AEWs pursuant to the Arrangement. See the description of the Tranche 2 AEWs under "Description of Capital Structure - New LAC Tranche 2 AEWs" in Schedule "H" - Information Concerning New LAC Post-Arrangement for a description and illustrative examples of such adjustment formula and calculation.

Tranche 2 would result in a maximum aggregate holding by GM of 19.9% of the LAC Common Shares (or, post-Arrangement, New LAC Common Shares), unless TSX approval and requisite disinterested Shareholder approvals are obtained for GM and its affiliates to own more than 20% of the issued and outstanding LAC Common Shares (or, post-Arrangement, New LAC Common Shares).

The TSX requires that shareholder approval be obtained for transactions which materially affect control of a listed issuer (see section 604 of the TSX Company Manual). A transaction that results, or could result, in a new holding of more than 20% of the voting securities by one security holder or combination of security holders acting together may be considered to materially affect control, unless the circumstances indicate otherwise.

Accordingly, because Tranche 2 could materially affect control of the Company, the Company is seeking to obtain disinterested Shareholder approval of the ownership by GM of more than 20% of the issued and outstanding LAC Common Shares (or, post-Arrangement, New LAC Common Shares). The disinterested Shareholders for the purposes of the GM Tranche 2 Ownership Resolution will be all shareholders of the Company other than GM and its associates and affiliates.

If disinterested Shareholder approval is obtained to permit GM to hold in excess of 20% of the LAC Common Shares (or, post-Arrangement, New LAC Common Shares), then pursuant to the Tranche 2 Subscription Agreement, there will be a limitation on the Tranche 2 subscription such that GM's investment in the Company must not exceed an established threshold of Company (or, post-Arrangement, New LAC) share capital. The established threshold agreed to by the parties is the lesser of 30% and such number of shares that would result in GM having to consolidate its interest in the Company (or, post-Arrangement, New LAC) in its financial statements (estimated to be greater than 30%).

For additional information about the GM Transaction, see the material change report of the Company dated February 7, 2023 and Schedule "H" - Information Concerning New LAC Post-Arrangement.

To that end, at the Meeting, disinterested Shareholders will be asked to consider, and if deemed advisable, pass:

Disinterested Shareholders for the purposes of the GM Transaction Resolutions will be all Shareholders of the Company other than GM and its associates and affiliates.

Each of the directors who stand for re-election and senior officers of the Company has agreed to vote his or her shares in favour of the GM Transaction Resolutions.

The GM Transaction, including Tranche 2, was the result of a comprehensive search for an advantageous anchor equity financing by the Company and consideration of a full range of financing alternatives. The GM Transaction represents a meaningful commitment of capital and on attractive terms compared to discounts typically associated with public equity offerings. GM's ownership would be subject to a maximum of 30%, ensuring that more than 66⅔% of the shares are held by other parties and GM does not have de facto control of the Company (or New LAC, as applicable). As a result, the Company (and, post-Arrangement, New LAC) are expected to remain widely held public companies.

It is important for Shareholders to support the GM Transaction Resolutions to allow the Company (or New LAC if the Arrangement is completed) to execute an important component of its financing strategy for the development of the Thacker Pass Project on the Company's targeted timeline. In the event the GM Transaction Resolutions are not approved, the Company (or New LAC, as applicable), may not be able to close on the full amount of gross proceeds from the Tranche 2 subscription, thereby requiring the Company to seek alternative financing, in addition to those sources currently forming part of its financing strategy. In which case, any new financing required to advance the Thacker Pass Project may not be on attractive terms and may result in further dilution, costs and delays to the project development strategy. Further, having full confidence in the receipt of the full quantum of Tranche 2 is important to the Company's effort to secure funding from the U.S. Department of Energy, which may in turn be delayed if the GM Transaction Resolutions are not approved.

The Board after consulting with outside legal and financial advisors, has unanimously determined that the GM Transaction Resolutions are in the best interests of the Company, and unanimously recommends that the Shareholders vote in favour of the GM Transaction Resolutions, the full text of which are set forth in Schedule "O" and Schedule "P". In the absence of instructions to the contrary, the accompanying proxy for all disinterested Shareholders will be voted FOR the GM Tranche 2 Pricing Resolution and the GM Tranche 2 Ownership Resolution.

The Company is not aware of any other business that may be raised at the Meeting. If any other matters do arise, management who is named in the proxy intend to vote on any poll using their best judgement. They will exercise discretionary authority when considering any amendments or variations of matters set out in the Notice of Meeting, or other matters that may properly come before the Meeting or any adjournment.

No person who has been a director or executive officer of the Company at any time since the beginning of the Company's last completed financial year, nor any proposed nominee for director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors, or the approval of the Arrangement and the New LAC Incentive Plan.

Except as set out in this Circular, or in the Company's annual information form, annual financial statements and MD&A for its most recently completed financial year filed pursuant to applicable Canadian provincial securities laws and which are available on SEDAR, no person who has been a director or executive officer of the Company, nor any proposed nominee for director of the Company, nor any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding LAC Common Shares, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the beginning of the Company's last completed financial year which has materially affected or would materially affect the Company or its subsidiaries.

The following contains only a summary of the Plan of Arrangement, the Arrangement, the rights of Dissenting Shareholders and the Arrangement Agreement and certain related agreements and matters. Shareholders are urged to read the more detailed information included elsewhere in, or incorporated into, this Circular, including the Plan of Arrangement attached as Schedule "C", Section 238 of the BCBCA and the requirements of the Interim Order relating to the rights of Dissenting Shareholders attached as Schedule "G" and Schedule "E", respectively, and the Arrangement Agreement, a copy of which is attached as Schedule "C" to this Circular.

The Separation of LAC will create two publicly-traded companies which the Company believes will be better able to pursue independent strategies and opportunities for growth and ultimately enhance long-term value for Shareholders. Lithium Argentina will be a lithium company focused on advancing the Caucharí-Olaroz Project to full production in the second half of 2023 while pursuing regional growth in Argentina. New LAC will be a North America focused lithium company set on advancing the Thacker Pass Project through construction to production and supporting the development of a North American supply chain for lithium.

The Separation is to be implemented through the Arrangement. The Arrangement effects a series of transactions resulting in the transfer of the North American Business to New LAC and the distribution to Participating Shareholders of all of the New LAC Common Shares. The Arrangement will result in, among other things, each Participating Shareholder receiving one Lithium Argentina Common Share and one New LAC Common Share for each LAC Common Share held by such Participating Shareholder before the Arrangement. Immediately after giving effect to the Arrangement, Participating Shareholders will hold all of the outstanding Lithium Argentina Common Shares and New LAC Common Shares.

LAC is a Canadian-based resource company focused on advancing lithium development projects in Argentina and North America. In Argentina, the Caucharí-Olaroz Project, located in the Province of Jujuy, has recently commenced non-commercial production as the largest new lithium brine operation in over 20 years, and the Pastos Grandes Project and Sal de la Puna project located in the Province of Salta represent regional growth opportunities for LAC. In North America, the Thacker Pass Project, located in north-western Nevada, United States, has commenced construction following completion of a feasibility study for project development. LAC's main focus in the near term is on advancing both the Caucharí-Olaroz Project and the Thacker Pass Project.

Management and the Board continually review LAC's business and capital structure to pursue transactions or structural alternatives that create and enhance long-term shareholder value. In 2021, they began an evaluation, with LAC's financial advisors, of available strategic alternatives for enhancing the value of LAC, including an evaluation of the merits of separating LAC's North American and Argentinian businesses. Other strategic alternatives that were considered as part of the evaluation include merger and acquisition opportunities, a sale of assets, investments by strategic investors, strategic alliances, project financing avenues for the Thacker Pass Project (including a loan under the U.S. Department of Energy's ATVM Loan Program) and a business combination with a special purpose acquisition company.

At a Board meeting held on February 25, 2022, a presentation was made to the Board on strategic financing alternatives for LAC and relevant considerations with respect to the Company's ability to concurrently advance its two main mining projects. Also under discussion were the benefits and other relevant considerations of dividing LAC's business into two separate publicly traded companies, one focused on the North American business and the other on the Argentinian business. Following a consideration of available alternatives, the Board authorized management to commence work on exploring a separation transaction. Accordingly, on February 28, 2022, LAC announced that it had started the process of exploring a separation of its U.S. and Argentina operations through the creation of a standalone public company focused on the development of the Thacker Pass Project, and that it was also assessing available alternatives and structures to effect such separation.

On April 6, 2022, LAC formally engaged BMO Capital Markets to act as the Company's financial advisor in respect of a potential separation transaction and associated potential equity investment in the Thacker Pass Project.

Over the course of 2022, the Company's management, with the assistance of LAC's financial, accounting, legal and tax advisors and under the supervision of the Board, continued to evaluate and refine the optimal structure, terms and timing (including timing of necessary tax rulings) for implementing this strategy and to concurrently consider and pursue various strategic investment alternatives and offtake relationships with various potential third parties, including automotive, industrial and chemical manufacturers and other potential candidates.

On November 1, 2022, the Board met with management, BMO Capital Markets and LAC's corporate legal counsel, Cassels Brock & Blackwell LLP and LAC's special counsel McCarthy Tétrault LLP and received a detailed update presentation on strategic alternatives, as well as a report on the progress to date of advancing a separation transaction, the rationale, anticipated benefits, risks, possible structure, timeline, board responsibilities and other matters in connection with the proposed separation transaction, including implications for Shareholders and other stakeholders. After considering the matter, the Board authorized management to continue to work on the proposed separation transaction and to report to the Board as appropriate, with the proposed transaction remaining subject to Board approval. On November 3, 2022, LAC therefore announced its plan to advance a reorganization by way of a plan of arrangement that would result in the separation of its North American and Argentinian business units into two independent public companies. In such announcement, the Company also provided an overview of the proposed structure, the anticipated operational focus of each company, and the key filings and deliverables in its execution plan, among other things.

Subsequent to this announcement, management and its advisers continued to advance various work streams in preparation for a separation transaction, including filing documentation with the CRA and the IRS to request the Tax Rulings.

On January 30, 2023, the Company secured a commitment from GM for an approximately US$650 million equity investment in the Company to fund the development of the Thacker Pass Project and the entering into of an offtake agreement for all Phase 1 production. Concurrently with the announcement of the GM Transaction on January 31, 2023, LAC announced the results of its feasibility study for the Thacker Pass Project. Following receipt of a favorable ruling from the US District Court, District of Nevada on February 6, 2023, for the appeal filed against the Bureau of Land Management for the issuance of the Record of Decision relating to the Thacker Pass Project whereby the court declined to vacate the Record of Decision for the mining Plan of Operations for the project, the first tranche of approximately $320 million of the GM investment closed with GM thereby becoming a 9.9% shareholder (on a non-diluted basis) of LAC. In connection with the closing of Tranche 1, GM executed the Investor Rights Agreement pursuant to which GM is required to "lock-up" its LAC securities (or securities of Lithium Argentina and New LAC, as applicable) until the later of (i) one (1) year after the Separation, or (ii) the earlier of (x) six (6) months after the closing of Tranche 2 of the placement, or (y) the date the Tranche 2 is not completed in accordance with its terms, provided that the foregoing lock-up restriction will not apply if the Separation does not occur. The Offtake Agreement was also entered into concurrently with the closing of Tranche 1.

On February 9, 2023, management, BMO Capital Markets and Cassels Brock & Blackwell LLP provided an update to the Board on the progress of the work relating to the preparations for a separation transaction. Following the February 9^th update, members of the Board and management ramped up efforts in connection with the determination of the board and management composition of both Lithium Argentina and New LAC following the completion of the Arrangement along with recruitment efforts.

On March 30, 2023, the Board received an update from management on the status and timing of various workstreams to advance the separation transaction, and directors provided an update on efforts to recruit additional directors for the boards of directors of both resulting entities along with certain executive officer positions.

On May 2, 2023, the Board retained Stifel GMP to provide an opinion as to the fairness, from a financial point of view, of the consideration to be received by Shareholders under the Arrangement.

On May 10, 2023 the GNCL Committee met with management to consider the treatment of incentive securities in the Arrangement and make a recommendation on these matters to the Board.

On May 11, 2023, the Company amended its engagement letter with BMO Capital Markets to provide for, among other things, the delivery of the BMO Fairness Opinion to the Board.

On May 15, 2023, the Board held a meeting to consider whether to approve the Arrangement, the Original Arrangement Agreement and certain related matters. At this meeting, the Board received and considered a presentation from each of LAC's management, BMO Capital Markets, Stifel GMP and Cassels Brock & Blackwell LLP which included an update regarding the status of various matters relating to the proposed transaction, including transaction documentation. Following management's and the attending advisors' update, each of BMO Capital Markets and Stifel GMP rendered to the Board a verbal opinion that, as of the date thereof, based on the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. Following further discussion, the Board unanimously resolved to approve the Original Arrangement Agreement and to make the recommendations described below under the heading "Recommendation of the Board". The Board also mandated the members of the GNCL Committee, which met immediately following the Board meeting, to review and make certain determinations in accordance with MI 61-101 in relation to the Arrangement.

Following the meetings on May 15, 2023, LAC and New LAC executed the Original Arrangement Agreement and LAC publicly announced the board approval of the Original Arrangement Agreement.

On June 14, 2023, the Company and Ganfeng entered into a voting support agreement.

On June 14, 2023, LAC and New LAC entered into the Arrangement Agreement to, among other things, include information with respect to the finalized composition of the board of directors of each of Lithium Argentina and New LAC in the Plan of Arrangement.

The Board of Directors, acting with the advice and assistance of its financial, legal, accounting and tax advisors and management, carefully evaluated the Arrangement and the Board has unanimously determined that the Arrangement is in the best interests of the Company and recommends that the Shareholders vote FOR the Arrangement Resolution. In reaching these determinations, the Board considered, among other things, the factors and benefits summarized below. The potential factors and benefits described below are subject to a number of risks that could cause some or all of these factors and benefits to not be realized, in whole or in part. See "Risk Factors Relating to the Arrangement".

Lithium Argentina and New LAC are expected to have different growth characteristics, financing requirements, personnel needs, geographical focus, and geopolitical and market dynamics.

The strategy of Lithium Argentina will be focused on ramping up the Caucharí-Olaroz Project into production in 2023, with Stage 1 expected to ramp up to 40,000 lithium carbonate tonnes of production per annum. Lithium Argentina will also be focused on further maximizing shareholder value through its Argentinian growth portfolio of assets, including a Stage 2 expansion at the Caucharí-Olaroz Project and advancing regional growth opportunities at the Pastos Grandes Project and value to be unlocked through the integration of the Sal de la Puna project. Lithium Argentina will provide very near-term exposure to strong lithium prices, strong cash flow and earnings before interest, taxes, depreciation and amortization coupled with a robust pipeline of future growth opportunities.

New LAC will be focused on constructing the Thacker Pass Project, targeting total production capacity of 80,000 tpa of battery-quality lithium carbonate to be developed in two phases of 40,000 tpa, being Phase 1 and Phase 2, respectively. LAC has received all federal and state permits needed to commence construction. In January 2023, LAC announced GM as an equity investor and offtake partner at the Thacker Pass Project. In February 2023, LAC received a favourable ruling on the Record of Decision appeal. In March 2023, LAC announced it has commenced construction of the project. New LAC will continue to advance the Thacker Pass Project towards production and support the development of a North American supply chain for lithium.

The Separation into two independent companies, each with its own board of directors and separate management teams, will provide each company with devoted resources and enhanced business focus on their respective core markets and businesses. This will permit each company to pursue independent strategies best suited to their respective business plans.

Each of the two businesses has attractive and unique opportunities for both organic expansion and external growth through acquisitions, capital investments and geographic expansion. Lithium Argentina's robust growth pipeline includes Stage 2 of the Caucharí-Olaroz Project and developing the Pastos Grandes basin. New LAC will be focused on future expansions of Thacker Pass. Each of these opportunities requires significant management focus and resources to execute. Separating the businesses will enable each company to dedicate resources to advance its respective projects in parallel, thereby mitigating the challenge of competing resources as these projects enter their next stages of growth.

Each company will be led by experienced directors and executives with deep industry expertise, who have demonstrated success building LAC or other similar businesses and who have the requisite track record to deliver on objectives and pursue growth for their respective companies. The Separation is expected to provide significant opportunity for internal talent development and leadership given that LAC has a significant depth of talent in both Argentina and North America. Furthermore, the Separation is expected to support attracting new talent better suited to the needs of each business.

By establishing two separate public companies with independent public reporting and a simplified corporate structure, investors, analysts and other interested parties should be able to more accurately compare and evaluate each company on a stand-alone basis against appropriate peers, benchmarks and performance criteria specific to each company. The Board believes that each separate company has its own unique set of compelling valuation drivers and attributes and expects that over time the separate companies will, in the aggregate, realize a higher long-term valuation compared to the valuation that would be achieved if all of LAC's assets continued to be held within the same company.

The Arrangement will provide Shareholders with ownership of two independent investment opportunities to enhance Shareholder value, in respect of:

Immediately after the Effective Time, Shareholders will retain the same proportionate voting and equity interest in both companies. Going forward, Shareholders will have additional investment flexibility with respect to exposure to each type of investment as they will hold direct interest in the two standalone public companies.

As separate companies, Lithium Argentina and New LAC will have independent balance sheets and capital markets profiles, which will provide them with independent access to capital resulting in more tailored capital allocation practices to advance their respective projects. Each business will be able to appropriately structure its balance sheet and consider external capital raising with increased and narrowed focus on its own business. This principle stands behind GM Tranche 2 being directed into New LAC as the funds will be used to advance the construction of the Thacker Pass Project.

Lithium Argentina is expected to start generating operating cash flow from Caucharí-Olaroz Project production in the near-term, which is expected to be used to fund its growth pipeline. New LAC will be focused on optimizing the funding for Phase 1 development of the Thacker Pass Project and expects to benefit from financing opportunities related to the U.S. energy transition efforts, including the U.S. Department of Energy's ATVM Loan Program, and initiatives to advance a North American-based critical minerals supply chain.

LAC has assembled and developed a significant amount of industry expertise. In Argentina, this includes, among others, commercial scale extraction of lithium from brine, labor relations and staffing, operating at significant altitude, brine hydrology, government and community relations, exploration, local business management and operational skills. In North America, this includes, among others, developing techniques to extract lithium from clay, neutralization of tailings, government and community relations and local exploration skills.

Allowing the businesses to function independently will allow management to focus on its specific domain of expertise and deliver value to shareholders. LAC anticipates there is still significant scope for each company to develop processes and expertise that will enable it to maximize the value of its resources.

The Arrangement will generally occur on a tax-deferred basis for Shareholders resident in Canada and the United States who hold their LAC Common Shares as capital property (in Canada) and capital assets (in the United States), provided that the material facts presented in the Tax Rulings are accurately stated, the transfer is implemented as disclosed to the CRA and the IRS, and certain other conditions are satisfied.

The Separation of LAC into two independent public companies will also enable each to provide business-specific incentives to key personnel. Compensation arrangements can more closely align the role of each executive and employee with the performance of the business that engages them, enhancing each company's ability to attract, retain and motivate key personnel. Given the different lithium resource types (brine in Argentina and clay-based at Thacker Pass), each company's employees can develop specific, advanced expertise on its resources and extraction methods.

The Board has received and considered each of the Fairness Opinions and has concluded that, as of the date thereof and based upon and subject to various factors, assumptions, qualifications and limitations set forth in each of the Fairness Opinions, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

The requirements for approval of the Arrangement are: (i) 66⅔% of the votes cast at the Meeting by the Shareholders; (ii) the approval of a majority of the votes cast by the Minority Shareholders at the Meeting; and (iii) Court approval after a hearing at which fairness to the Shareholders of the Arrangement will be considered. GM and Ganfeng, which collectively own approximately 18.8% of the Company's outstanding shares, as well as the Company's senior officers and directors who stand for re-election, have each entered into a voting support agreement in favour of the Separation. See "Support Agreements".

The foregoing are the material benefits considered by the Board in its evaluation of the Arrangement, but are not intended to be exhaustive. The Board of Directors also carefully considered the risks described under the heading "Risk Factors", weighed those risks against the foregoing factors and concluded that the foregoing factors outweigh such risks. In view of the wide variety of factors considered by the Board, and the complexity of these matters, the Board did not find it practicable to, and did not quantify or otherwise assign relative weights to the foregoing factors or risks. In addition, individual members of the Board may have assigned different weights to various factors and risks.

Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise their Dissent Rights and receive the fair value of their LAC Common Shares in accordance with section 237 to 247 of the BCBCA as modified by the Plan of Arrangement and the Interim Order.

The Board, having considered, among other things, the reasons for the Arrangement and the Fairness Opinions of BMO Capital Markets and Stifel GMP with respect to the Arrangement, has unanimously determined that the Arrangement is in the best interests of LAC and its Shareholders.

The Board has unanimously approved the Arrangement, the terms of the Arrangement Agreement and the transactions contemplated thereby, and unanimously recommends that Shareholders vote:

The Company engaged BMO Capital Markets pursuant to an engagement letter dated April 6, 2022, which was amended on May 11, 2023. Under the terms of the engagement letter, BMO Capital Markets agreed to act as financial advisor to the Company in respect of, among other things, a potential separation transaction and associated potential equity investment in the Thacker Pass Project and the provision of the BMO Fairness Opinion to the Board. The Company also retained Stifel GMP pursuant to an engagement letter dated May 2, 2023 to prepare and deliver the Stifel GMP Fairness Opinion in an independent capacity.

In connection with such engagements, each of BMO Capital Markets and Stifel GMP rendered to the Board a verbal opinion on May 15, 2023, subsequently confirmed in writing, that as at the date thereof, based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. In providing the Fairness Opinions, each of BMO Capital Markets and Stifel GMP considered certain aspects of the Arrangement and the Original Arrangement Agreement.

The full text of the Fairness Opinions, which set forth, among other things, the assumptions made, matters considered, qualifications and any limitations on each of the Fairness Opinions and the review undertaken by each of BMO Capital Markets and Stifel GMP in connection with rendering each of their opinions, is contained in Schedule "D" to this Circular. The summary of the Fairness Opinions set forth in this Circular is qualified in its entirety by reference to the full text of such opinions and Shareholders are urged to read the Fairness Opinions carefully and in their entirety.

BMO Capital Markets acted as financial advisor to the Company with respect to the Arrangement and, pursuant to its engagement letter with the Company, will receive a fee from the Company for its services as financial advisor, including a fixed fee for the BMO Fairness Opinion and fees that are contingent on completion of the Arrangement. The Company has also agreed to reimburse BMO Capital Markets for its reasonable out-of-pocket expenses incurred by BMO Capital Markets in respect of its services and to indemnify BMO Capital Markets against certain liabilities that may arise out of its engagement. In addition, the Company has agreed to pay Stifel GMP a fee for preparing and delivering the Stifel GMP Fairness Opinion, regardless of its conclusions and whether the Arrangement is completed, as well as to reimburse Stifel GMP for reasonable out-of-pocket expenses and to indemnify it for certain liabilities arising out of its engagement to provide the Stifel GMP Fairness Opinion.

The Board urges Shareholders to review the Fairness Opinions carefully and in their entirety. For further details, see Schedule "D" to this Circular.

The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Appendix A to the Arrangement Agreement attached as Schedule "C" to this Circular. Shareholders are urged to carefully read the Plan of Arrangement in its entirety.

Solely for the purpose of completing the Arrangement, on the Effective Date, except as otherwise stated in the Plan of Arrangement and except for filing elections under the Tax Act, each of the procedural transactions and events described below will occur in the following sequence effective at one-minute intervals starting at the Effective Time, without any further authorization, act or formality by LAC, New LAC or any other Person:

Each LAC Common Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred to LAC by the holder thereof and will be cancelled, without any further authorization, act or formality, free and clear of all liens, claims and encumbrances, and LAC will be obliged to pay such Dissenting Shareholder an amount therefor as determined by an order of the Court in accordance with Article 3 of the Plan of Arrangement, and such Dissenting Shareholder will be deemed to be removed from the securities register of LAC as a holder of LAC Common Shares and will cease to be the holder of such LAC Common Shares or to have any rights as a Shareholder other than the right to be paid the fair value for such LAC Common Shares as set out in Article 3 of the Plan of Arrangement.

(i) The terms and conditions of the LAC Incentive Plan will be amended and restated in the form and substance set out in Exhibit II to the Plan of Arrangement.

(ii) The New LAC Incentive Plan will come into force and effect with the terms and conditions set out in Exhibit III to the Plan of Arrangement.

The authorized share capital of LAC will be reorganized and its Articles and Notice of Articles will be altered to create and to authorize the issuance of an unlimited number of LAC Class A Common Shares and an unlimited number of LAC Preference Shares, each a new class of shares, in addition to the LAC Common Shares it is authorized to issue immediately before such alteration, attaching the respective rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement.

Each Participating Shareholder will transfer each LAC Common Share held by such Participating Shareholder to LAC in exchange for: (x) one LAC Class A Common Share; and (y) one LAC Preference Share.

Each Participating Shareholder will transfer each LAC Preference Share held by such Participating Shareholder to New LAC in exchange for one New LAC Common Share.

LAC will transfer to New LAC all of the Distribution Property in consideration for New LAC's assumption of liabilities and obligations related to the Distribution Property (including LAC's liabilities and obligations related to the Offtake Agreement) and the issuance of 1,000,000 New LAC Preference Shares to LAC.

New LAC will redeem for cancellation all of the New LAC Preference Shares held by LAC in consideration for the aggregate of the New LAC Redemption Amount. New LAC will issue the New LAC Redemption Note to LAC in payment of the aggregate of the New LAC Redemption Amount.

LAC will redeem for cancellation all of the LAC Preference Shares held by New LAC in consideration for the aggregate of the LAC Redemption Amount. LAC will issue the LAC Redemption Note to New LAC in payment of the aggregate of the LAC Redemption Amount.

Each Participating Shareholder will transfer each LAC Class A Common Share held by such Participating Shareholder to LAC in exchange for one LAC Common Share.

Pursuant to a settlement agreement between LAC and New LAC: (i) LAC will repay the LAC Redemption Note by transferring to New LAC its New LAC Redemption Note; (ii) New LAC will repay the New LAC Redemption Note by transferring to LAC its LAC Redemption Note; and (iii) each of the LAC Redemption Note and the New LAC Redemption Note will be cancelled.

The Articles and Notice of Articles of LAC (as Lithium Argentina) will be altered to:

(i) change the name of LAC (as Lithium Argentina) from "Lithium Americas Corp." to "Lithium Americas (Argentina) Corp."; and

(ii) eliminate the LAC Class A Common Shares and the LAC Preference Shares from the authorized share capital of LAC (as Lithium Argentina), such that, immediately following such alteration, LAC (as Lithium Argentina) will be authorized to issue an unlimited number of LAC Common Shares (being Lithium Argentina Common Shares).

(i) change the name of New LAC from "1397468 B.C. Ltd." to "Lithium Americas Corp."; and

(ii) eliminate the New LAC Preference Shares from the authorized share capital of New LAC, such that, immediately following such alteration, New LAC will be authorized to issue an unlimited number of New LAC Common Shares.

(i) the following directors of LAC (being Lithium Argentina) will resign from the Board: Fabiana Chubbs, Kelvin Dushnisky, Jonathan Evans, Yuan Gao and Jinhee Magie;

(ii) the number of directors of Lithium Argentina will be reduced to six (6) and the directors of Lithium Argentina will be Diego Lopez Casanello, Robert Doyle, George Ireland, John Kanellitsas, Franco Mignacco and Calum Morrison, such directors to hold office until the close of the next annual meeting of shareholders of Lithium Argentina or until their successors are elected or appointed;

(iii) the number of directors of New LAC will be set at eight (8) and the directors of New LAC will be Michael Brown, Fabiana Chubbs, Kelvin Dushnisky, Jonathan Evans, Yuan Gao, Zach Kirkman, Jinhee Magie and Philip Montgomery, such directors to hold office until the close of the next annual meeting of shareholders of New LAC or until their successors are elected or appointed;

(iv) until the next annual meeting of shareholders of Lithium Argentina, the directors of Lithium Argentina will have the authority to appoint one or more additional directors on its Board who will hold office for a term expiring not later than the close of the next annual meeting of shareholders of Lithium Argentina or until their successors are elected or appointed, but the total number of directors so appointed may not exceed one third of the number of Persons who become directors of Lithium Argentina, as contemplated by section 2.3(n)(ii) of the Plan of Arrangement; and

(v) until the next annual meeting of shareholders of New LAC, the directors of New LAC will have the authority to appoint one or more additional directors on its board of directors who will hold office for a term expiring not later than the close of the next annual meeting of shareholders of New LAC or until their successors are elected or appointed, but the total number of directors so appointed may not exceed one third of the number of Persons who become directors of New LAC, as contemplated by section 2.3(n)(iii) of the Plan of Arrangement.

The following diagram sets out an abbreviated organizational structure of the Company and New LAC immediately prior to the implementation of the Arrangement:

The following diagram sets out an abbreviated organizational structure of Lithium Argentina and New LAC immediately following the implementation of the Arrangement:

The Company and New LAC have entered into the Arrangement Agreement, which provides for, among other things, the terms of the Plan of Arrangement, the conditions to its completion, actions to be taken prior to and after the Effective Date and indemnities between the companies after the Effective Date, the substance of which is summarized below or elsewhere in this Circular.

Under the Arrangement Agreement, the parties have also agreed to enter into the Transitional Services Agreement and the Tax Indemnity and Cooperation Agreement on the Effective Date after completion of the Arrangement. Details of the expected terms of the Transitional Services Agreement are described below under the heading "The Arrangement - Transitional Services Agreement". The expected terms of the Tax Indemnity and Cooperation Agreement are described below under the heading "The Arrangement - Tax Indemnity and Cooperation Agreement".

Pursuant to the Arrangement Agreement, each of the parties has agreed to use commercially reasonable efforts and to do all things reasonably required to complete the transactions contemplated in the Arrangement Agreement. The Arrangement Agreement provides that the obligation of the Company to complete the Arrangement is subject to receipt of a number of approvals and rulings and fulfillment of a number of conditions described under "The Arrangement - Conditions to the Arrangement and Tax Rulings". Notwithstanding fulfillment of all conditions and receipt of the contemplated approvals, the Company may decide at any time before or after the Meeting, but prior to the Effective Date, to terminate the Arrangement Agreement and not to proceed with the Arrangement without any further action on the part of the other parties to the Arrangement Agreement, the Shareholders or the Court. The Board considers it appropriate to retain the flexibility not to proceed with the Arrangement should some event occur after the Meeting and prior to the Effective Date which, in the opinion of the Board, makes it inappropriate to complete the Arrangement. The Arrangement Resolution also provides this discretion to the Board.

Further, under the Arrangement Agreement, both the Plan of Arrangement and the Tax Rulings may be amended by the Company, so long as such amendment is not materially adverse to the other parties to the Arrangement Agreement, before or after the Meeting without further notice to or approval by the other parties or the Shareholders. The Arrangement Resolution also authorizes the Board to amend the Plan of Arrangement without further notice to or approval by the Shareholders. The Company has no present intention to amend the Plan of Arrangement. However, it is possible that a failure to complete appropriate new financing arrangements or market or other conditions could make it advisable to amend the Plan of Arrangement. In addition, it is possible that, due to further discussions with the CRA in respect of the Canadian Tax Ruling and the IRS in respect of the U.S. Tax Ruling or other considerations, the Board may determine that it is appropriate that amendments be made to the Plan of Arrangement or the Tax Rulings. The Company has also reserved the right in its sole discretion to amend the Arrangement Agreement to the extent that such amendment is necessary or advisable due to the Tax Rulings, Interim Order or Final Order.

Pursuant to the Arrangement Agreement, each of the Company and New LAC has agreed to indemnify and hold harmless the other party (and its representatives) against any loss suffered or incurred resulting from, among other things, a breach of a representation, warranty or covenant or any loss suffered as a result of a claim against that other party relating to the indemnifying party or its business. In addition, the parties have agreed to enter into the Tax Indemnity and Cooperation Agreement, which will provide for, among other things, a covenant from each of the Company and New LAC that it will not take any action, omit to take any action or enter into any transaction that could cause the Arrangement or any related transaction to be treated in a manner inconsistent with the Tax Rulings. Each party has agreed that it will indemnify the other party against any loss suffered or incurred which results from the indemnifying party's breach of this covenant or certain related covenants made in the Tax Indemnity and Cooperation Agreement. For a discussion of certain actions, omissions and transactions that could cause a loss requiring one of the parties to indemnify the other under the Arrangement Agreement, see "The Arrangement - Conditions to the Tax Rulings".

On January 23, 2023, New LAC was formed under the BCBCA in order to carry out the Arrangement. Until the Arrangement is effected, New LAC will have no assets or liabilities, will conduct no operations and will not issue any shares in its capital stock.

By passing the Arrangement Resolution, the Shareholders will also be giving authority to the Board to use its judgment to proceed with and cause the Company to complete the Arrangement or to abandon the Arrangement without any requirement to seek or obtain any further approval of the Shareholders.

The Arrangement Resolution also provides that the terms of the Plan of Arrangement may be amended by the Board before or after the Meeting without further notice to Shareholders, unless directed by the Court. Although the Board has no current intention to amend the terms of the Plan of Arrangement, it is possible that the Board may determine that certain amendments are appropriate, necessary or desirable.

The obligation of the Company to complete the Arrangement is subject to fulfillment, on or before the Effective Date or such other time specified, of the following conditions:

(a) the Interim Order will have been obtained in form and substance satisfactory to the Company and will not have been set aside or modified in a manner unacceptable to the Company, on appeal or otherwise;

(b) the Arrangement Resolution will have been approved by the requisite number of votes cast by Shareholders at the Meeting in accordance with the Interim Order and applicable laws;

(c) the Final Order will have been obtained in form and substance satisfactory to the Company, and will not have been set aside or modified in a manner unacceptable to the Company, on appeal or otherwise;

(d) all shareholder, regulatory, judicial and third party approvals, consents, authorizations and orders necessary or reasonably desired by the Company for the completion of the transactions provided for in the Arrangement Agreement and the Tax Rulings will have been obtained or received from the Persons having jurisdiction in the circumstances and all will be in full force and effect;

(e) no action will have been instituted and be continuing on the Effective Date and there will not be in force any injunction, declaration, order or decree, in each case restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement, the Tax Rulings or the Plan of Arrangement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding;

(f) no law, regulation or policy will have been proposed, enacted, promulgated or applied that interferes or is inconsistent with the completion of the Arrangement, the Tax Rulings or their effective application to the Arrangement or any of the other transactions contemplated by the Arrangement Agreement or the Plan of Arrangement;

(g) the Tax Rulings will have been received by the Company, in form and substance satisfactory to the Company, confirming that (i) the proposed Arrangement and related transactions may be effected for purposes of the Tax Act as a "butterfly" reorganization pursuant to paragraph 55(3)(b) of the Tax Act with no material Canadian federal income tax payable by any of the Company, New LAC or other Affiliates or Shareholders who hold their LAC Common Shares as capital property and confirmation satisfactory to the Company that, immediately prior to the Effective Date, the Canadian Tax Ruling remains in full force and effect and there have been no changes in relevant laws, jurisprudence, administrative practice or otherwise that would adversely affect the binding income tax rulings contained in the Canadian Tax Ruling; and (ii) the proposed Arrangement and related transactions qualify as a divisive reorganization pursuant to sections 368(a)(1)(D) and 355(a) of the U.S. Code and the Treasury Regulations promulgated thereunder and confirmation satisfactory to the Company that, immediately prior to the Effective Date, the U.S. Tax Ruling remains in full force and effect and there have been no changes in relevant laws, jurisprudence, administrative practice or otherwise that would adversely affect the binding income tax rulings contained in the U.S. Tax Ruling;

(h) all of the conditions precedent and other terms and conditions of the Tax Rulings will have been satisfied;

(i) there will not have occurred a Material Adverse Effect of the Company or New LAC;

(j) Shareholders will not have validly exercised Dissent Rights in connection with the Arrangement with respect to more than 5% of the issued and outstanding LAC Common Shares;

(k) the written Fairness Opinions will have been received by the Board and will not have been withdrawn or modified;

(l) the Ganfeng Lock-Up will have been received in a form satisfactory to the Company and New LAC and the Ganfeng Lock-Up and the Investor Rights Agreement will be in full force and effect and will not have been withdrawn or terminated;

(m) the Arrangement Filings, Final Order, Plan of Arrangement and all necessary related documents, including the Circular, will have been filed and will have been accepted for filing with the applicable Governmental Authorities;

(i) the listing thereon, in substitution for the listing thereon of the LAC Common Shares, of the Lithium Argentina Common Shares to be issued pursuant to the Arrangement (including the Lithium Argentina Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of Lithium Argentina Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of the TSX; and

(ii) the listing thereon of the New LAC Common Shares issued pursuant to the Arrangement (including the New LAC Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of New LAC Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of the TSX;

(p) the Board will not have revoked its approval of the Arrangement at any time prior to the Effective Date;

(q) the issuance of the Distribution Securities will be exempt from registration under the U.S. Securities Act pursuant to section 3(a)(10) of the U.S. Securities Act;

(r) the SEC will have declared effective the registration statement on Form 20-F filed by New LAC to register the New LAC Common Shares under the U.S. Exchange Act; and

(s) the Arrangement Agreement will not have been terminated pursuant to the provisions thereto.

If any of the conditions set forth in the Arrangement Agreement are not fulfilled or performed, on or prior to the Effective Time, LAC may terminate the Arrangement or waive, in its discretion, the applicable condition in whole or in part. As soon as practicable after the fulfilment (or waiver) of the conditions contained in the Arrangement Agreement, the Board intends to cause a copy of the Final Order to be filed with the Registrar under the BCBCA, together with such other material as may be required by the Registrar in order that the Arrangement will become effective.

Management of LAC expects that any material consents, orders and approvals required for the completion of the Arrangement will be obtained prior to the Effective Date in the ordinary course upon application therefor.

The Canadian Tax Ruling requested from the CRA contains income tax rulings binding on the CRA which confirm that the transfer of the Distribution Property may be accomplished on a fully tax-deferred basis, and certain other tax matters related to the Arrangement, provided that the material facts presented are accurately stated, the transfer is implemented as disclosed to the CRA and certain other conditions are satisfied. This requires, among other things, that the Separation comply with all requirements of the public company "butterfly" rules in section 55 of the Tax Act.

The Arrangement is structured to comply with these rules. However, there are certain requirements of these rules that may depend on events occurring after the Arrangement is completed or that may not be within the control of the Company and/or New LAC. For example, under section 55 of the Tax Act, the Company and/or New LAC will recognize a taxable gain on the transfer by LAC of the Distribution Property if: (i) a "specified shareholder" disposes of Lithium Argentina or New LAC shares (or property that derives 10% or more of its fair market value from such shares or property substituted therefor) to an unrelated person or partnership as part of the series of transactions which includes the transfer by LAC of the Distribution Property, (ii) there is an acquisition of control of Lithium Argentina or of New LAC that is part of the series of transactions that includes the transfer by LAC of the Distribution Property, (iii) a person unrelated to New LAC acquires (generally otherwise than in the ordinary course of operations of New LAC), as part of the series of transactions that includes the transfer by LAC of the Distribution Property, property acquired on the transfer by LAC that has a fair market value greater than 10% of the fair market value of all property received by New LAC on the Separation, (iv) a person unrelated to Lithium Argentina acquires (generally otherwise than in the ordinary course of operations of Lithium Argentina), as part of the series of transactions that includes the transfer by LAC of the Distribution Property, property retained by LAC (having been renamed "Lithium Argentina") on the Separation that has a fair market value greater than 10% of the fair market value of all property retained by LAC (having been renamed "Lithium Argentina") on the Separation, or (v) certain persons acquire shares of Lithium Argentina (other than in specified permitted transactions) in contemplation of, and as part of the series of transactions that includes, the transfer by LAC of the Distribution Property. If any of the above events were to occur and to cause the Separation to be taxable to the Company or to New LAC under section 55, the Company or New LAC, as applicable, and in some cases both the Company and New LAC, would be liable for a substantial amount of tax. In addition, if such an event were due to an act of the Company or New LAC (or one of their respective affiliates), or an omission by one of them to act, the Company or New LAC, as applicable, would generally be required to indemnify the other party for taxes under the Tax Indemnity and Cooperation Agreement.

The Company has applied for the U.S. Tax Ruling with the IRS on certain issues relating to the qualification of the Arrangement as tax-free under sections 368(a)(1)(D) and 355(a), and related provisions of the U.S. Code. The U.S. Tax Ruling is based on a disclosure of the pertinent facts associated with the Arrangement and representations made to the IRS by the Company. If any of the facts, assumptions, representations or undertakings described therein are incorrect or not otherwise satisfied, or to the extent that certain additional transactions are entered into and/or executed by the Company or New LAC that are not fully disclosed in the U.S. Tax Ruling, the IRS can, to the extent such deviations from the disclosed facts, assumptions or undertakings impact the tax treatment of the transaction, retroactively revoke or require modification of the U.S. Tax Ruling. Furthermore, notwithstanding the U.S. Tax Ruling, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to one or more of the conclusions requested in the U.S. Tax Ruling. Accordingly, the IRS could determine that the Arrangement should be treated as a taxable transaction if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated or, if a modification is required, such modification may impact the scope of the conclusions requested in the U.S. Tax Ruling or cause a delay in the Company's receipt of the U.S. Tax Ruling (to the extent such deviations were determinative to the treatment of the transaction as tax-free). See "Material Income Tax Considerations - Certain United States Federal Income Tax Considerations - Tax Consequences of the Arrangement".

To preserve the intended U.S. tax treatment pursuant to the Arrangement, for a period of time following the Arrangement, Lithium Argentina and New LAC may be prohibited, except in specific circumstances, from taking or failing to take certain actions. The foregoing restrictions may limit for a period of time the ability of Lithium Argentina or New LAC to pursue certain strategic transactions or other transactions that it believes to be in the best interests of its shareholders or that might increase the value of its business. For a discussion of the risk factors relating to the preservation of the intended U.S. tax treatment. See "The Arrangement - Risk Factors Relating to the Arrangement".

The Arrangement requires the approval of the Court under the BCBCA. Prior to mailing this Circular, the Company obtained the Interim Order authorizing the calling and holding of the Meeting and providing for certain other procedural matters. The Interim Order is attached as Schedule "E". The Notice of Hearing for Final Order in respect of the Final Order is attached as Schedule "F".

The Court has broad discretion under the BCBCA when making orders in respect of arrangements, and the Court may approve the Arrangement as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks appropriate. The Court, in hearing the application for the Final Order, will consider, among other things, the fairness of the terms and conditions of the Arrangement to Shareholders. The Court will be advised prior to the hearing for the Final Order that if the terms and conditions of the Arrangement are approved by the Court, such approval will be relied upon in seeking an exemption from the registration requirements of the U.S. Securities Act, pursuant to Section 3(a)(10) thereof, with respect to the offer and sale of the securities to be issued or distributed pursuant to the Arrangement.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the Notice of Hearing for Final Order attached as Schedule "F" to this Circular. The Notice of Hearing for Final Order constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

In the absence of any instruction to the contrary, the LAC Common Shares represented by proxies appointing the management designees named in the form of proxy will be voted in favour of the Arrangement Resolution.

The anticipated timetable for the completion of the Arrangement and the key dates proposed are as follows:

Notice of the actual Effective Date will be made through one or more news releases issued by the Company. The Board will determine the Effective Date upon satisfaction or waiver of the conditions to the Arrangement.

On or as soon as practicable after the Effective Date, Lithium Argentina and New LAC will deposit with the Depositary or arrange to be delivered, in escrow, certificates or DRS statements representing the aggregate number of Lithium Argentina Common Shares and New LAC Common Shares, respectively, issued to Shareholders in connection with the Arrangement. Upon surrender to the Depositary for cancellation of a certificate or DRS statement which immediately prior to the Effective Time represented outstanding LAC Common Shares together with a Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate or DRS statement and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate or DRS statement will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, certificates or DRS statements representing that number of Lithium Argentina Common Shares and New LAC Common Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate or DRS statement will be cancelled. A Letter of Transmittal accompanies this Circular.

In the event of a transfer of ownership of LAC Common Shares that is not registered in the transfer records of the Company, certificates or DRS statements representing the proper number of Lithium Argentina Common Shares and New LAC Common Shares may be issued to the transferee if the certificate or DRS statement representing such LAC Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer.

Until surrendered, each certificate or DRS statement which immediately prior to the Effective Time represented LAC Common Shares will be deemed, at any time after the Effective Time, to represent only the right to receive upon such surrender the certificates or DRS statements representing Lithium Argentina Common Shares and New LAC Common Shares that the holder thereof has the right to receive in respect of such certificate or DRS statement pursuant to the Plan of Arrangement.

If any certificate that immediately prior to the Effective Time represented outstanding LAC Common Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, as the case may be, the Depositary will cause to be issued in exchange for such lost, stolen or destroyed certificate a certificate representing Lithium Argentina Common Shares and a certificate representing New LAC Common Shares deliverable in respect thereof in accordance with such holder's Letter of Transmittal, as determined in accordance with the Arrangement.

When authorizing such delivery in exchange for any lost, stolen or destroyed certificate, the person to whom a certificate representing Lithium Argentina Common Shares and a certificate representing New LAC Common Shares are to be issued must, as a condition precedent to the issuance thereof, give a bond satisfactory to Lithium Argentina, New LAC and the Depositary in such amount as Lithium Argentina, New LAC and the Depositary may direct or otherwise indemnify Lithium Argentina, New LAC and the Depositary in a manner satisfactory to Lithium Argentina, New LAC and the Depositary against any claim that may be made against them with respect to the certificate alleged to have been lost, stolen or destroyed.

No dividend or other distribution declared or made after the Effective Time with respect to the Lithium Argentina Common Shares or New LAC Common Shares with a record date on or after the Effective Date will be delivered to the holder of any unsurrendered certificate or DRS statement which, immediately prior to the Effective Time, represented outstanding LAC Common Shares unless and until the holder of such certificate surrenders such certificate or DRS statement (together with the Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate or DRS statement) or complies with the required procedures in respect of lost, stolen or destroyed certificates or DRS statements. Subject to applicable law, at the time of such surrender of any such certificate or DRS statement or compliance with the required procedures in respect of lost, stolen or destroyed certificates or DRS statements, there will be paid to the holder of record of the certificate or DRS statement representing the Lithium Argentina Common Shares and the certificate or DRS statement representing the New LAC Common Shares, without interest, the amount of the dividend or other distribution with a record date on or after the Effective Date but prior to surrender with respect to such Lithium Argentina Common Shares or New LAC Common Shares.

Lithium Argentina, New LAC and the Depositary are entitled to deduct and withhold (or cause to be deducted or withheld) from any amounts payable under the Plan of Arrangement to any Person, including Shareholders exercising Dissent Rights, such tax and other amounts, as Lithium Argentina, New LAC or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act or any provision of any applicable federal, provincial, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes thereof as having been paid to the holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

To the extent that a Shareholder has not surrendered the certificate or DRS statement representing the LAC Common Shares held by such Shareholder on or before the date which is three (3) years after the Effective Date, the Lithium Argentina Common Shares and the New LAC Common Shares which such Shareholder was entitled to receive will be delivered to Lithium Argentina and New LAC, respectively, by the Depositary for cancellation and will be cancelled by Lithium Argentina and New LAC, respectively, and the interest of the Shareholder in such Lithium Argentina Common Shares and New LAC Common Shares will be terminated as of such date.

Any certificate or DRS statement which immediately prior to the Effective Time represented LAC Common Shares and which has not been surrendered with all other documents required by the Depositary, on or prior to the third (3^rd) anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in either Lithium Argentina or New LAC. Accordingly, persons who tender certificates or DRS statements for LAC Common Shares after the third (3^rd) anniversary of the Effective Date will not receive Lithium Argentina Common Shares or New LAC Common Shares, will not own any interest in Lithium Argentina or New LAC and will not be paid any cash or other compensation in lieu thereof.

The purpose of the LAC Incentive Plan is to foster a proprietary interest in the Company for the directors ("Eligible Directors"), officers, employees and service providers (collectively, the "Eligible Employees") of the Company (and its designated affiliates) and provide them with both short-term and long-term incentives. The LAC Incentive Plan is administered by the GNCL Committee while the Board, on the recommendation of the GNCL Committee or of its own volition, determines and designates from time to time the individuals to whom LAC Equity Awards and LAC Options will be made, the amounts of LAC Equity Awards and/or LAC Options to be granted, and the other terms and conditions of LAC Equity Awards and/or LAC Options, such authority may be delegated by the Board as it sees fit under the plan.

On May 15, 2023, the Board adopted amendments to the LAC Incentive Plan to make certain improvements. Such amendments are effective and do not require separate shareholder approval pursuant to the existing amendment provisions of the LAC Incentive Plan. The full text of the LAC Incentive Plan as amended can be found in Exhibit II to the Plan of Arrangement attached as Appendix A to the Arrangement Agreement reproduced in Schedule "C" to this Circular. The key amendments to the LAC Incentive Plan are summarized as follows:

On May 15, 2023, the Board also approved amendments to the LAC Incentive Plan (which will become the Lithium Argentina Incentive Plan upon the Arrangement becoming effective) by adding Part 9, to accommodate and govern the treatment of outstanding LAC Equity Awards under the Arrangement. Among other things, these amendments provide that Lithium Argentina Equity Awards held by Eligible Directors or Eligible Employees of the Company who are to become Eligible Directors or Employees of New LAC after the Effective Date would not immediately be subject to the termination provisions of the Lithium Argentina Incentive Plan. The additional details on the treatment of outstanding LAC Equity Awards as part of the Arrangement and the amendments to the LAC Incentive Plan are described below. These amendments are included in the LAC Incentive Plan and will be approved by Shareholders as part of the approval of the Arrangement, and no separate approval of Shareholders will be required for the granting of the Lithium Argentina Equity Awards or for the Lithium Argentina Incentive Plan (including Part 9 thereof) to become effective. The full text of the Lithium Argentina Incentive Plan can be found as Exhibit II to the Plan of Arrangement attached as Appendix A to the Arrangement Agreement reproduced in Schedule "C" to this Circular.

The New LAC Incentive Plan, which will have terms substantially the same as those contained in the Lithium Argentina Incentive Plan (as amended as described above), will take effect on the Effective Date as part of the Arrangement. By approving the Arrangement Resolution (and whether or not the New LAC Incentive Plan Resolution is approved), Shareholders will be approving, among other things, the grant of the New LAC Equity Awards pursuant to the Arrangement and the subsequent exercise or settlement of any such New LAC Equity Awards in accordance with their terms and the terms of the New LAC Incentive Plan. The New LAC Equity Awards granted pursuant to the Arrangement will be granted pursuant to the New LAC Incentive Plan and will reduce the number of New LAC Common Shares available for issuance under the New LAC Incentive Plan.

However, the TSX requires that the New LAC Incentive Plan be approved by shareholders of New LAC before the exercise or settlement of any other New LAC Equity Awards (i.e., other than the New LAC Equity Awards issued in connection with the Arrangement) granted under the New LAC Incentive Plan. This TSX-required approval of the shareholders of New LAC for the New LAC Incentive Plan is being sought from the Shareholders through the New LAC Incentive Plan Resolution. If the New LAC Incentive Plan Resolution is approved by Shareholders at the Meeting, the TSX-required shareholder approval for the New LAC Incentive Plan will be deemed to have been received.

Based on the number LAC Equity Awards outstanding as of June 16, 2023, it is estimated that an aggregate of 3,363,194 New LAC Equity Awards (comprising 2,307,446 New LAC RSUs, 787,409 New LAC PSUs and 268,339 New LAC DSUs) entitling the holders thereof to, or entitling them to acquire, up to 3,679,392 underlying New LAC Common Shares (after giving effect to performance multipliers applicable to vested LAC PSUs prior to the Effective Date), will be issued as part of the Arrangement. If the New LAC Incentive Plan Resolution is approved, New LAC would be entitled to grant additional New LAC Equity Awards entitling the holders thereof to, or entitling them to acquire, up to an additional 10,721,345 underlying New LAC Common Shares following the Effective Date. If the New LAC Incentive Plan Resolution is not approved, New LAC will not be entitled to grant any additional New LAC Equity Awards following the Effective Date unless otherwise approved by New LAC's shareholders. For a summary of the New LAC Incentive Plan see Schedule "H" - Information Concerning New LAC Post-Arrangement. The full text of the New LAC Incentive Plan can be found as Exhibit III to the Plan of Arrangement attached as Appendix A to the Arrangement Agreement reproduced in Schedule "C" to this Circular.

As of June 16, 2023 there were 2,307,446 LAC RSUs outstanding. Under the LAC Incentive Plan, the Board, on the recommendation of the GNCL Committee, determines the restricted period during which the LAC RSUs are not vested. Vesting periods of LAC RSUs vary depending on the purpose for which they are granted. LAC RSUs generally vest immediately if they are granted as short-term incentive awards, cliff-vest after three (3) years if granted as long-term incentive awards, or typically vest on the grant anniversary over a period of up to three (3) years if granted for other purposes. Upon expiry of the applicable restricted period, a LAC RSU will be automatically settled, and without the payment of additional consideration or any other further action on the part of the holder, in LAC Common Shares issued by the Company. Holders who are Canadian residents or generally non-U.S. residents may defer settlement for any length of time, while holders who are U.S. residents generally must effect settlement during the tax year in which the LAC RSUs vest for tax purposes.

The Board, based on the recommendation of the GNCL Committee, determined that it would be in the best interests of the Company (considering the interests of all affected stakeholders, including Shareholders and holders of LAC RSUs) for the LAC RSUs held by each holder thereof immediately prior to the Effective Time to be treated as follows, subject to the discretion of the Board.

Pursuant to the Arrangement, each outstanding LAC RSU will ultimately be exchanged for:

Holders of LAC RSUs will dispose of (i) the Butterfly Percentage of each LAC RSU to New LAC for one New LAC RSU, and (ii) the remaining portion of each LAC RSU to LAC for one Lithium Argentina RSU, subject to adjustment as follows. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange. Accordingly, the number of Lithium Argentina RSUs to be issued by LAC to a holder on the exchange will be reduced, if and to the extent necessary, such that the total of the fair market value of the New LAC RSUs and the fair market value of the Lithium Argentina RSUs receivable by the holder, as determined immediately after the exchange, does not exceed the fair market value of the LAC RSUs exchanged by such holder, as determined immediately before the exchange. The LAC RSUs so exchanged will be cancelled.

The Lithium Argentina RSUs and New LAC RSUs received by a holder of LAC RSUs under the Arrangement will have substantially the same terms as those of the LAC RSUs for which they were exchanged. For all purposes of the Lithium Argentina Incentive Plan and the New LAC Incentive Plan, the Lithium Argentina RSUs and the New LAC RSUs, respectively, will be deemed to be a continuation of the earlier granted outstanding LAC RSUs for which they are exchanged as part of the Arrangement, and the grant of Lithium Argentina RSUs and New LAC RSUs will not be treated as a new grant of RSUs. Accordingly, the date on which Lithium Argentina RSUs and New LAC RSUs are granted for the purposes of the Arrangement will be deemed to be the date of the grant of the LAC RSU for which such Lithium Argentina RSUs and New LAC RSUs were exchanged as part of the Arrangement.

Notwithstanding anything contained herein to the contrary, each holder of LAC RSUs immediately prior to the Effective Time who, due to or in connection with the Arrangement, ceases to be an Eligible Director or Eligible Employee of Lithium Argentina and becomes an Eligible Director or Eligible Employee of New LAC (or its designated affiliate) will (unless otherwise determined by the Board) receive Lithium Argentina RSUs that immediately vest and the underlying Lithium Argentina Common Shares will be issued to the holder thereof as soon as practicable by Lithium Argentina following the Effective Date (provided that Lithium Argentina may establish a schedule for the settlement of such Lithium Argentina RSUs to ensure the orderly sale of Lithium Argentina Common Shares in the markets to satisfy tax withholding obligations), which Lithium Argentina RSUs will then be cancelled.

Similarly, notwithstanding anything contained herein to the contrary, each holder of LAC RSUs immediately prior to the Effective Time who, due to or in connection with the Arrangement, does not become an Eligible Director or Eligible Employee of New LAC and who remains an Eligible Director or Eligible Employee of Lithium Argentina, will (unless otherwise determined by the Board) receive New LAC RSUs that immediately vest and the underlying New LAC Common Shares will be issued to the holder thereof as soon as practicable by New LAC following the Effective Date (provided that New LAC may establish a schedule for the settlement of New LAC RSUs to ensure the orderly sale of New LAC Common Shares in the markets to satisfy tax withholding obligations), which New LAC RSUs will then be cancelled.

As of June 16, 2023, there were 787,409 LAC PSUs outstanding. LAC PSUs are generally awards of LAC RSUs under the LAC Incentive Plan with performance vesting conditions and multipliers. LAC PSUs vest in full three (3) years after grant and are subject to vesting conditions tied to the price performance of LAC Common Shares relative to the share price performance of a peer group of public companies. Vested LAC PSUs are settled by issuance by the Company of an equivalent number of underlying LAC Common Shares. Holders who are Canadian residents or generally non-U.S. residents may defer settlement for any length of time, while holders who are U.S. residents generally must effect settlement during the tax year in which the LAC PSUs vest for tax purposes.

The Board, based on the recommendation of the GNCL Committee, determined that it would be in the best interests of the Company (considering the interests of all affected stakeholders, including Shareholders and holders of LAC PSUs) for the LAC PSUs held by each holder thereof immediately prior to the Effective Time to be treated as set out below, subject to the discretion of the Board.

Pursuant to the Arrangement, each outstanding LAC PSU will ultimately be exchanged for:

irrespective of the applicable performance multiplier to which the LAC PSU was subject.

Notwithstanding the foregoing, Lithium Argentina PSUs and New LAC PSUs that replace LAC PSUs that were fully vested and outstanding prior to the Effective Time may be settled by Lithium Argentina and/or New LAC, as applicable, in accordance with the performance multiplier applicable to the LAC PSUs replaced.

Holders of LAC PSUs will dispose of (i) the Butterfly Percentage of each LAC PSU to New LAC for one New LAC PSU, and (ii) the remaining portion of each LAC PSU to LAC for one Lithium Argentina PSU, subject to adjustment as follows. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange. Accordingly, the number of Lithium Argentina PSUs to be issued by LAC to a holder on the exchange will be reduced, if and to the extent necessary, such that the total of the fair market value of the New LAC PSUs and the fair market value of the Lithium Argentina PSUs receivable by the holder, as determined immediately after the exchange, does not exceed the fair market value of the LAC PSUs exchanged by such holder, as determined immediately before the exchange. The LAC PSUs so exchanged will be cancelled.

For all purposes of the Lithium Argentina Incentive Plan and the New LAC Incentive Plan, the Lithium Argentina PSUs and the New LAC PSUs, respectively, will be deemed to be a continuation of the earlier granted outstanding LAC PSUs for which they are exchanged as part of the Arrangement, and the grant of Lithium Argentina PSUs and New LAC PSUs will not be treated as a new grant of PSUs. Accordingly, the date on which Lithium Argentina PSUs and New LAC PSUs are granted for the purposes of the Arrangement will be deemed to be the date of the grant of the LAC PSU for which such Lithium Argentina PSUs and New LAC PSUs were exchanged as part of the Arrangement.

As of June 16, 2023, there were 268,339 LAC DSUs outstanding. Under the LAC Incentive Plan, LAC DSUs are granted to Eligible Directors of LAC in a lump sum amount or at regular intervals, based on such formulas or criteria as the Board may from time to time determine. The number of LAC DSUs granted is determined by the five (5) day volume weighted average price of the LAC Common Shares on the TSX immediately prior to the date of Board approval of the grant. LAC DSUs are automatically redeemed on the 20th Business Day after an Eligible Director ceases to hold such position, upon which the former Eligible Director will be entitled to receive and LAC will issue the number of LAC Common Shares equal to the number of LAC DSUs in the Eligible Director's account, subject to any applicable deductions and withholdings and the maximum number of LAC Common Shares issuable under the LAC Incentive Plan.

The Board, based on the recommendation of the GNCL Committee, determined that it would be in the best interests of LAC (considering the interests of all affected stakeholders, including Shareholders and holders of LAC DSUs) for the LAC DSUs held by each holder thereof immediately prior to the Effective Time to be treated as set out below, subject to the discretion of the Board.

Pursuant to the Arrangement, each outstanding LAC DSU will ultimately be exchanged for:

Holders of LAC DSUs will dispose of (i) the Butterfly Percentage of each LAC DSU to New LAC for one New LAC DSU, and (ii) the remaining portion of each LAC DSU to LAC for one Lithium Argentina DSU, subject to adjustment as follows. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange. Accordingly, the number of Lithium Argentina DSUs to be issued by LAC to a holder on the exchange will be reduced, if and to the extent necessary, such that the total of the fair market value of the New LAC DSUs and the fair market value of the Lithium Argentina DSUs receivable by the holder, as determined immediately after the exchange, does not exceed the fair market value of the LAC DSUs exchanged by such holder, as determined immediately before the exchange. The LAC DSUs so exchanged will be cancelled.

The Lithium Argentina DSUs and New LAC DSUs received by a holder of LAC DSUs under the Arrangement will have substantially the same terms as those of the LAC DSUs for which they were exchanged. For all purposes of the Lithium Argentina Incentive Plan and the New LAC Incentive Plan, the Lithium Argentina DSUs and the New LAC DSUs, respectively, will be deemed to be a continuation of the earlier granted outstanding LAC DSUs for which they are exchanged as part of the Arrangement, and the grant of Lithium Argentina DSUs and New LAC DSUs will not be treated as a new grant of DSUs. Accordingly, the date on which Lithium Argentina DSUs and New LAC DSUs are granted for the purposes of the Arrangement will be deemed to be the date of the grant of the LAC DSU for which such Lithium Argentina DSUs and New LAC DSUs were exchanged as part of the Arrangement.

Notwithstanding anything contained herein to the contrary, each holder of a LAC DSU immediately prior to the Effective Time who, due to or in connection with the Arrangement, ceases to be an Eligible Director of Lithium Argentina and becomes an Eligible Director of New LAC, will (unless otherwise determined by the Board) receive Lithium Argentina DSUs that immediately vest and the underlying Lithium Argentina Common Shares will be issued to the holder thereof as soon as practicable by Lithium Argentina following the Effective Date (provided that Lithium Argentina may establish a schedule for the settlement of such Lithium Argentina DSUs to ensure the orderly sale of Lithium Argentina Common Shares in the markets to satisfy tax withholding obligations), which Lithium Argentina DSUs will then be cancelled.

Similarly, notwithstanding anything contained herein to the contrary, each holder of a LAC DSU immediately prior to the Effective Time who, due to or in connection with the Arrangement, does not become an Eligible Director of New LAC and who remains an Eligible Director of Lithium Argentina, will (unless otherwise determined by the Board) receive New LAC DSUs that immediately vest and the underlying New LAC Common Shares will be issued to the holder thereof as soon as practicable by New LAC following the Effective Date (provided that New LAC may establish a schedule for the settlement of New LAC DSUs to ensure the orderly sale of New LAC Common Shares in the markets to satisfy tax withholding obligations), which New LAC DSUs will then be cancelled.

There are no LAC Options outstanding as of June 16, 2023, and LAC does not expect to issue any LAC Options prior to the Arrangement. Accordingly, there will be no outstanding LAC Options to be treated in connection with the Arrangement.

As at June 16, 2023, US$258,750,000 aggregate principal amount of Convertible Notes are outstanding under the Indenture. The Convertible Notes will remain obligations of LAC (or, post-Arrangement, Lithium Argentina).

Pursuant to the Indenture, the holders of Convertible Notes, at their election, will be permitted to surrender Convertible Notes for conversion (i) into LAC Common Shares during the approximate 30-trading day period prior to the closing of the Arrangement and (ii) into Lithium Argentina Common Shares during the period from and after the closing of the Arrangement until approximately the 35^th trading day after the closing of the Arrangement.

The Conversion Rate (as defined in the Indenture) for the Convertible Notes is currently 21.2307 LAC Common Shares per US$1,000 principal amount of Convertible Notes (approximately US$47.10 per LAC Common Share). Pursuant to the terms and conditions of the Indenture, the Company expects that, approximately 10 trading days after the closing of the Arrangement, the Conversion Rate for the Convertible Notes will be adjusted based on the trading prices of Lithium Argentina Common Shares and New LAC Common Shares over such 10-trading day period.

In addition, pursuant to the terms and conditions of the Indenture, if a holder elects to convert Convertible Notes from and including the closing of the Arrangement up to and including approximately the 35^th trading day following the closing of the Arrangement, the Company may be required to increase the Conversion Rate for the Convertible Notes so surrendered by a number of additional Lithium Argentina Common Shares based on the trading price of the LAC Common Shares prior to the closing of the Arrangement.

Holders are not required to convert their Convertible Notes in connection with the Arrangement. Holders electing to convert their Convertible Notes prior to the completion of the Arrangement as described above will participate in the Arrangement as Shareholders. Holders that do not elect to convert their Convertible Notes prior to the completion of the Arrangement will be entitled to convert their Convertible Notes after the closing of the Arrangement as described above.

To provide for the allocation of management and employees to each of Lithium Argentina and New LAC after giving effect to the Separation of the Company into two independent companies, certain modifications are required to be made to employment arrangements. These arrangements will become effective following the Effective Date. The Arrangement will not result in directors, officers or employees of the Company receiving any material benefit that Shareholders do not receive generally in connection with the Arrangement. Other than as described in "The Arrangement - Treatment of Incentive Securities", there will be no acceleration of vesting, redemption or settlement of incentive securities, triggering of change in control provisions or other payments or benefits being made to the directors, officers or employees of the Company in connection with the Arrangement.

As at June 16, 2023, the Company and its subsidiaries had approximately 187 employees. The Company expects approximately 115 employees to remain with Lithium Argentina and its subsidiaries after the Arrangement becomes effective and approximately 72 employees to be transferred to New LAC and its subsidiaries, on equivalent terms of employment, upon or after the Arrangement becoming effective.

The Company has agreements with certain executive officers that provide for the payment of certain severance benefits if a change of control of the Company occurs and/or, within a 12-month period following the change in control, the individual's employment is terminated by the Company other than for cause, or by the individual for certain specified reasons such as a change in responsibilities, or a reduction in salary and benefits. The Company anticipates that the Arrangement will not cause a "change in control" for purposes of such agreements or that any applicable change of control provisions will be waived.

The Company does not, and Lithium Argentina and New LAC will not, have any pension, retirement or deferred compensation plans, including defined benefit or defined contribution plans.

The Company presently carries directors' and officers' liability insurance on behalf of its directors and officers, and on behalf of the directors and officers of its subsidiaries. After the Effective Date, Lithium Argentina will establish a new program of directors' and officers' liability insurance on behalf of the directors and officers of Lithium Argentina, and on behalf of the directors and officers of its subsidiaries, in respect of acts occurring after the Effective Date. New LAC will also establish its own program of directors' and officers' liability insurance on behalf of its directors and officers, and on behalf of the directors and officers of its subsidiaries, in respect of acts occurring after the Effective Date. It is presently expected that the directors' and officers' liability insurance of each of Lithium Argentina and New LAC will be on substantially the same terms as the current LAC directors' and officers' liability insurance .

After the Effective Date, the Company's current program of directors' and officers' liability insurance will be in effect on behalf of the directors and officers of the Company, and on behalf of the directors and officers of its subsidiaries, on a run-off basis for a period of discoverability of seven (7) years in respect of acts occurring on or prior to the Effective Date or otherwise in connection with the Arrangement.

New LAC does not currently conduct any operations and maintains its corporate existence with minimal operational and administrative support from the Company. Forthwith upon the completion of the Arrangement, Lithium Argentina and New LAC will enter into the Transitional Services Agreement pursuant to which it is expected that, on an interim basis, each of Lithium Argentina and New LAC will provide to each other certain assistance and services from time to time in order to facilitate the orderly transfer of each entity into fully independent public companies. It is expected that, pursuant to the Transitional Services Agreement, detailed schedules will be prepared including the terms for each scope of services provided between the entities, and the related costs payable by Lithium Argentina to New LAC, and New LAC to Lithium Argentina. Unless terminated earlier or extended by mutual agreement of the parties thereto, it is expected that the schedules to the Transitional Services Agreement will expire in three (3) to 12 months following the Effective Date. The terms of the schedules and the Transitional Services Agreement have not been finalized prior to the date of this Circular.

The Arrangement Agreement provides for cross-indemnities against losses a party or any of its representatives suffers as a result of a breach of representation, warranty or covenant by another party. The Tax Indemnity and Cooperation Agreement is expected to provide similar cross-indemnities against tax-specific claims a party or its representatives become subject to as a result of a breach of covenant by another party. See "The Arrangement - Arrangement Agreement and Related Agreements". In addition, the Tax Indemnity and Cooperation Agreement will contain certain customary covenants with respect to the filing of tax returns, payment of taxes, cooperation, assistance, document retention and certain other administration and procedural matters regarding taxes.

The Arrangement is conditional upon the Company and New LAC entering into the Ganfeng Lock-Up with Ganfeng, which holds 15,000,000 LAC Common Shares representing 9.4% of the Company's issued and outstanding share capital as of the date of this Circular. The Ganfeng Lock-Up will set out the terms and conditions upon which Ganfeng will agree to, among other things: (i) not acquire any LAC Common Shares or transfer the LAC Common Shares it owns prior to the Effective Time, (ii) not transfer any of the Lithium Argentina Common Shares and New LAC Common Shares issuable to Ganfeng pursuant the Arrangement for the 18 months following the Effective Date (or such other period to be agreed to by the parties), except as expressly permitted by the Ganfeng Lock-Up, and (iii) abide by the other restrictions and covenants set out in the agreement.

Pursuant to the Investor Rights Agreement entered into between the Company and GM in connection with the GM Transaction, GM also agreed, among other things: (i) not to acquire any additional LAC Common Shares except as set out in the Master Purchase Agreement or in compliance with the Investor Rights Agreement, (ii) not to transfer the 15,002,243 LAC Common Shares currently held by GM prior to the Effective Time, and (iii) not to transfer the 15,002,243 Lithium Argentina Common Shares and 15,002,243 New LAC Common Shares issuable to GM pursuant to the Arrangement from and after the Effective Date. GM's "lock-up" obligations are valid until the later of (i) one (1) year after the Separation, or (ii) the earlier of (x) six (6) months after the closing of Tranche 2 of the placement, or (y) the date the Tranche 2 is not completed in accordance with its terms, provided that the foregoing lock-up restriction will not apply if the Arrangement does not occur.

Ganfeng entered into a voting support agreement with the Company dated June 14, 2023, pursuant to which Ganfeng has agreed to, among other things, vote, or cause to be voted, all of the LAC Common Shares it currently holds in favour of the approval of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement.

Pursuant to the Investor Rights Agreement entered into between the Company and GM in connection with the GM Transaction, GM has also agreed to, among other things, vote or cause to be voted its LAC Common Shares in favour of the Arrangement.

In connection with the execution of the Arrangement Agreement, each of the directors who stand for re-election and senior officers of the Company have also entered into voting support agreements with the Company pursuant to which each of them agreed to vote, or cause to be voted, all of the LAC Common Shares which each of them hold as of the Record Date in favour of the approval of (i) the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement (and any actions reasonably required for the consummation of the transactions contemplated in the Arrangement Agreement and all matters related thereto) and (ii) the GM Transaction Resolutions.

Pursuant to the voting support agreements described above, as of the Record Date, approximately 23.8% of the outstanding LAC Common Shares would be voted in support of the Arrangement at the Meeting.

Pursuant to the Arrangement Agreement, the Company will bear all fees, cost and expenses incurred directly in connection with the Arrangement, including financing fees, advisory and other professional expenses, printing and mailing costs associated with this Circular, accompanying form of proxy and/or VIF, and any payments made to Dissenting Shareholders, other than fees, costs, expenses and payment obligations incurred in connection with indemnification obligations arising under the Arrangement Agreement.

Notwithstanding the above, New LAC will be solely responsible for, and will pay, the fees, costs and expenses in connection with: (i) arranging any credit facilities or other financing for New LAC or Thacker Pass Co as part of, or following, the Arrangement, and (ii) listing the New LAC Common Shares (and any associated rights) on the TSX and/or the NYSE and settling and delivering the New LAC Common Shares on completion of the Arrangement, including the associated fees and expenses of the transfer agent and rights agent of New LAC and the lenders under the aforementioned credit facilities. New LAC will also be solely responsible for, and will pay, the fees and expenses of any advisors retained directly by New LAC or any of its Affiliates.

If the Arrangement Resolution is approved at the Meeting and the Arrangement is completed, immediately following the Effective Time, Shareholders (other than Dissenting Shareholders) will hold both Lithium Argentina Common Shares and New LAC Common Shares. Accordingly, a Shareholder (other than a Dissenting Shareholder) will become a shareholder of New LAC and will remain a shareholder of Lithium Argentina and will be subject to all of the risks associated with the operations of Lithium Argentina and New LAC and the industries in which such companies operate. Those risks include the risk factors set forth in the Company's annual information form for the year ended December 31, 2022, which is incorporated by reference into this Circular. This document has been filed on SEDAR and, upon request to the Company's Investor Relations Department at ir@lithiumamericas.com, a Shareholder will be provided with a copy of this document free of charge. Shareholders are urged to read such risk factors carefully. Additional risk factors relating to the Arrangement are set out below. For a discussion of the risk factors relating to the businesses of Lithium Argentina and New LAC, respectively, following the completion of the Arrangement, please see "Risk Factors" in Schedule "M" and Schedule "H" to this Circular, respectively.

Completion of the Arrangement is subject to a number of conditions precedent and required approvals.

Some of these conditions precedent are outside the Company's control, including receipt of the Final Order. At the hearing for the Final Order, the Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court. Other conditions precedent which are outside the Company's control include, without limitation, the required Shareholder approval and the approvals of the TSX and the NYSE, the declaration of effectiveness of the Form 20-F registration statement of New LAC by the SEC, and the receipt of the Ganfeng Lock-Up and applicable third party consents. There can be no certainty, nor can the Company provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. If certain approvals and consents are not received prior to the anticipated Effective Date, the Company may decide to proceed nonetheless, or it may either delay or amend the implementation of all or part of the Arrangement, including possibly delaying the completion of the Arrangement in order to allow sufficient time to complete such matters. If the Arrangement is delayed or not completed, the market price of the LAC Common Shares may be materially adversely affected.

Lithium Argentina and New LAC could be exposed to substantial tax liabilities if the tax-deferred Separation requirements are not met.

The Canadian Tax Ruling requested from the CRA requires, among other things, that the transfer of the Distribution Property comply with all requirements of the public company "butterfly" rules in section 55 of the Tax Act. Although the Arrangement is structured to comply with these rules, there are certain requirements of these rules that depend on events occurring after the Arrangement is completed or that may not be within the control of Lithium Argentina or New LAC. For a discussion of these requirements, see "The Arrangement - Conditions of the Canadian Tax Ruling". If these requirements are not met, Lithium Argentina and/or New LAC would recognize a taxable gain in respect of the transfer by the Company of the Distribution Property. If incurred, these tax liabilities could be substantial and could have a Material Adverse Effect on the financial position of Lithium Argentina and/or New LAC, as applicable. Under the terms of the Tax Indemnity and Cooperation Agreement, Lithium Argentina and New LAC would generally be required to indemnify the other party for any such tax if it is the result of the indemnifying party (or its affiliates) breaching its covenant not to take any action, omit to take any action or enter into a transaction that could cause the Arrangement or any related transaction to be treated in a manner inconsistent with the Canadian Tax Ruling.

To preserve the intended U.S. tax treatment of the Arrangement, Lithium Argentina and New LAC expect to agree to certain restrictions that may significantly reduce its strategic and operating flexibility.

To preserve the intended U.S. tax treatment pursuant to the Arrangement, for a period of time following the Arrangement, Lithium Argentina and New LAC may be prohibited, except in specific circumstances, from taking or failing to take certain actions. The foregoing restrictions may limit for a period of time the ability of Lithium Argentina or New LAC to pursue certain strategic transactions or other transactions that either company believes to be in the best interests of its shareholders or that might increase the value of its business.

Tax laws and regulations may change in the jurisdictions in which Lithium Argentina and New LAC operates, which may adversely affect Lithium Argentina and New LAC and/or holders of shares of Lithium Argentina and New LAC.

Lithium Argentina and New LAC will each operate in countries with differing tax laws and tax rates. Lithium Argentina and New LAC's tax reporting is supported by tax laws in the countries in which each entity operates and the application of tax treaties between the various countries in which each entity operates. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating Lithium Argentina's provision and accruals for these taxes. Such changes could have a material adverse effect on the holders of shares of Lithium Argentina or New LAC's business, financial condition and results of operations of Lithium Argentina and New LAC. Lithium Argentina's income tax reporting is subject to audit by tax authorities in the countries in which Lithium Argentina operates. Lithium Argentina's effective tax rate may change from year to year, based on (i) changes in the mix of activities and income earned among the different jurisdictions in which Lithium Argentina operates, (ii) changes in tax laws in these jurisdictions, (iii) changes in the tax treaties between the countries in which Lithium Argentina operates, (iv) changes in Lithium Argentina's eligibility for benefits under those tax treaties, and (v) changes in the estimated values of deferred tax assets and liabilities, which could result in a substantial increase in the effective tax rate on all or a portion of Lithium Argentina's income.

The receipt of New LAC Common Shares in connection with the Arrangement is currently intended to qualify as a tax-free transaction from a U.S. federal income tax perspective, but no assurance can be given that such treatment is correct.

The Company has applied for the U.S. Tax Ruling with the IRS, which covers the relevant U.S. tax aspects of the Arrangement. The U.S. Tax Rulings rely upon certain facts, assumptions, representations and undertakings from the Company regarding the past and future conduct of the Company.

Nonetheless, the IRS could determine on audit that the Arrangement should be treated as a taxable transaction if the IRS determines that any of these representations, assumptions, or undertakings upon which such U.S. Tax Ruling was based are incorrect or have been violated. If the IRS were successful in taking this position, the deemed distribution of New LAC Common Shares resulting from the Arrangement may be treated as a taxable dividend or capital gain to the U.S. Holders for U.S. federal income tax purposes in which case such U.S. Holders may be subject to significant U.S. federal income tax liabilities. Accordingly, the Company cannot provide assurance that the intended U.S. tax treatment will be achieved, or that U.S. Holders will not incur substantial U.S. federal income tax liabilities in connection with the Arrangement and certain related transactions. For a more detailed discussion of the tax consequences of the Arrangement to U.S. Holders, see "Material Income Tax Considerations - Certain United States Federal Income Tax Considerations - Tax Consequences of the Arrangement".

If New LAC is classified as a PFIC, U.S. Holders who own New LAC Common Shares could be subject to adverse U.S. federal income tax consequences.

If New LAC is classified as a PFIC for U.S. federal income tax purposes, a U.S. Holder who owns New LAC Common Shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes deemed deferred as a result of New LAC's non-U.S. status, and additional U.S. tax reporting obligations. In general, a non-U.S. corporation will be a PFIC during a taxable year if, taking into account the income and assets of certain of its affiliates, (i) 75% or more of its gross income constitutes passive income or (ii) 50% or more of its assets produce, or are held for the production of, passive income. Passive income generally includes interest, dividends, and other investment income.

The determination of whether New LAC is a PFIC depends upon the composition of its income and assets and the nature of its activities from time to time and must be made annually as of the close of each taxable year. The PFIC determination also depends on the application of complex U.S. federal income tax rules that are subject to differing interpretations. Thus, there can be no assurance that New LAC will not be classified as a PFIC for any taxable year, or that the IRS or a court will agree with New LAC's determination as to its PFIC status. U.S. Holders are urged to consult their tax advisers regarding the application of the PFIC rules, including the related reporting requirements and the advisability of making any available election under the PFIC rules, with respect to their ownership and disposition of New LAC Common Shares. See "Material Income Tax Considerations - Certain United States Federal Income Tax Considerations - Tax Consequences of the Ownership and Disposition of New LAC Common Shares - PFIC Considerations".

The combined trading prices of the Lithium Argentina Common Shares and New LAC Common Shares after the Arrangement may be less than the trading price of the LAC Common Shares immediately prior to the Arrangement.

There can be no assurance as to the prices at which the Lithium Argentina Common Shares and the New LAC Common Shares will trade following the completion of the Arrangement. The combined trading prices of Lithium Argentina Common Shares and New LAC Common Shares received by a Shareholder pursuant to the Arrangement may be materially less than the trading price of the LAC Common Shares immediately prior to the Arrangement.

There is currently no established market for the Lithium Argentina Common Shares or the New LAC Common Shares, and even if markets do develop, current shareholders of LAC may be unwilling or unable to hold Lithium Argentina Common Shares and/or New LAC Common Shares after the Arrangement, which could have a negative effect on trading prices.

There is not currently a public market for the Lithium Argentina Common Shares or the New LAC Common Shares and there can be no assurance that public markets for these shares will develop after the Arrangement becomes effective or as to the prices at which trading in these shares will occur even if public markets do develop after the Arrangement. If public markets for the Lithium Argentina Common Shares and/or the New LAC Common Shares do develop, there may be a significant number of shareholders who wish to sell their Lithium Argentina Common Shares or their New LAC Common Shares. Some shareholders may determine that they do not wish to have an investment solely in the Argentinian Business or the North American Business, as applicable. In addition, following completion of the Arrangement, some shareholders may be subject to investment restrictions which preclude them from holding Lithium Argentina Common Shares or New LAC Common Shares, while other shareholders may elect to sell for different reasons. If there are a significant number of sellers of the Lithium Argentina Common Shares or the New LAC Common Shares without a corresponding number of buyers, the trading price of those shares could decline, and such decline could be material.

In connection with the Arrangement, the Convertible Notes will be eligible for conversion, at the election of the holders, into LAC Common Shares (or, post-Arrangement, Lithium Argentina Common Shares) which will result in dilution to the Shareholders.

In connection with the Arrangement, the Convertible Notes will be eligible for conversion, at the election of the holders, into LAC Common Shares (or, post-Arrangement, Lithium Argentina Common Shares). For more information regarding conversion of the Convertible Notes, see "Treatment of Convertible Notes" above.

Pursuant to the terms and conditions of the Indenture, the Company expects that, approximately 10 trading days after the closing of the Arrangement, the Conversion Rate for the Convertible Notes will be adjusted based on the trading prices of Lithium Argentina Common Shares and New LAC Common Shares over such 10-trading day period. In addition, pursuant to the terms and conditions of the Indenture, if a holder elects to convert Convertible Notes from and including the closing of the Arrangement up to and including approximately the 35^th trading day following the closing of the Arrangement, the Company may be required to increase the Conversion Rate for the Convertible Notes so surrendered by a number of additional Lithium Argentina Common Shares based on the trading price of the LAC Common Shares prior to the closing of the Arrangement. For more information regarding the expected adjustments to the Conversion Rate for the Convertible Notes, see "Treatment of Convertible Notes" above.

The principal amount of Convertible Notes, if any, that may be converted in connection with the Arrangement cannot be predicted. Any such conversions will result in dilution to the Shareholders.

LAC may delay or amend the implementation of all or part of the Arrangement or may proceed with the Arrangement even if certain consents and approvals are not obtained on a timely basis.

LAC continues to seek and obtain certain necessary consents and approvals in order to implement the Arrangement and related transactions as currently structured. LAC may not obtain such consents and approvals on acceptable terms prior to the expected Effective Date. If certain approvals and consents are not received prior to the expected Effective Date, LAC may decide to proceed nonetheless, or it may either delay or amend the implementation of all or part of the Arrangement in order to allow sufficient time to complete such matters.

Lithium Argentina and New LAC will have indemnification obligations to each other following the Arrangement that could be significant.

Pursuant to the Tax Indemnity and Cooperation Agreement, Lithium Argentina and New LAC will agree to a number of representations, warranties and covenants, including agreeing to indemnify and hold harmless the other party against any loss suffered or incurred resulting from, or in connection with, a breach of certain tax-related covenants. Any indemnification claim against the Lithium Argentina or New LAC could be substantial, may not be able to be satisfied and may have a material adverse effect upon Lithium Argentina and New LAC.

As separate companies, the respective businesses of Lithium Argentina and New LAC will be less diversified and will not be mutually supportive.

While the Argentinian Business and the North American Business belong to the same industry, they operate lithium assets located in different regions at different stages of development and with distinct operational, financial and political landscapes, opportunities and challenges. Ownership of all of these assets provides the Company with diversification resulting from its ownership and operation of both of these business units. As the Arrangement will separate the ownership and operation of these business units, this Separation will result in reduced diversification which, in turn, will increase each company's net exposure to risks associated with its specific assets and operating environment.

New LAC will have significant capital requirements associated with the development of its Thacker Pass Project. On a stand-alone basis following the Separation, New LAC will not be able to rely on the cash influx from the Caucharí-Olaroz Project once it is in full commercial production to cover any development costs associated with the Thacker Pass Project or any other of its funding requirement. New LAC will require additional financing to advance the project into construction as planned. In addition, a condition of the Tranche 2 investment under the GM Transaction is that LAC (or post-Arrangement, New LAC) must secure sufficient funding to complete the development of Phase 1 of the Thacker Pass Project. LAC submitted a loan application to the U.S. Department of Energy as partial financing for the Thacker Pass Project, which, if granted, is not expected to have a dilutive effect but would result in LAC being more highly leveraged, which could have a material adverse effect on New LAC's future prospects if it is unable to satisfy its debt obligations as they become due. The ability of New LAC to arrange additional financing for the Thacker Pass Project in the future will depend, in part, on prevailing capital market conditions as well as the business performance of New LAC. Failure to obtain additional financing on a timely basis may cause New LAC to postpone, abandon, reduce or terminate its operations and could have a material adverse effect on New LAC's business, results of operations and financial condition.

The Company and Ganfeng continue to actively oversee the advancement of final construction activities and commissioning at the Caucharí-Olaroz Project. It is common for new mining operations to experience unexpected costs, problems and delays during construction, commissioning, mine start-up and ramping-up of operations. Most, if not all, projects of this kind suffer delays or additional cost requirement during these periods due to numerous factors. Many of these risks are described in further detail in the Company's annual information form for the year ended December 31, 2022. On a stand-alone basis following the Separation, Lithium Argentina will not be in a position to re-direct funds it has transferred to New LAC as part of the Separation. Although LAC expects to retain sufficient funds to cover cost increases or delays in revenue generation from the Caucharí-Olaroz Project, any unexpected material funding requirement or significant delay may require Lithium Argentina to seek additional financing, which may not be available on attractive terms. Any of delays or additional costs could result in changes to economic returns or cash flow estimates of the project or have other negative financial implications. There is no assurance that the Caucharí-Olaroz Project will commence commercial production on schedule, or at all, that operating and sustaining costs will be consistent with the budget, or that its activities will result in profitable mining operations. If Lithium Argentina is unable to bring the Caucharí-Olaroz Project into a commercial operating mine, its business and financial condition will be materially adversely affected.

There are certain costs related to the Arrangement that must be paid even if the Arrangement is not completed.

There are certain costs related to the Arrangement, such as those for financial and legal advisory services, printing and the Fairness Opinions, that must be paid even if the Arrangement is not completed. There are also opportunity costs associated with the diversion of management attention away from the conduct of business in the ordinary course.

Only Registered Shareholders entitled to vote at the Meeting are entitled to exercise Dissent Rights with respect to the Arrangement Resolution in the manner provided for in sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order (collectively, the "Dissent Procedures"). Any Registered Shareholder who exercises Dissent Rights from the Arrangement Resolution in compliance with the Dissent Procedures, will be entitled, in the event the Arrangement becomes effective, to be paid by the Company the fair value of the LAC Common Shares held by such Dissenting Shareholder determined as at the close of business on the date before the Arrangement Resolution is adopted. Registered Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of the LAC Common Shares as determined under the applicable provisions of the BCBCA (as modified by the Plan of Arrangement and the Interim Order) will be more than or equal to the fair value of the Arrangement Shares under the Arrangement and that the proceeds of disposition received by a Dissenting Shareholder may be treated in a different, and potentially adverse, manner under Canadian federal and U.S. federal income tax law than had such Shareholder exchanged their LAC Common Shares for Arrangement Shares pursuant to the Arrangement and that an opinion from an investment bank as to the fairness, from a financial point of view, of the consideration payable in a transaction such as the Arrangement, is not an opinion as to fair value under the BCBCA.

The following is a summary of the provisions of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, relating to Dissent Rights in respect of the Arrangement Resolution. Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its LAC Common Shares, and is qualified in its entirety by reference to the text of sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order. A copy of the Plan of Arrangement is attached to this Circular as Appendix A to Schedule "C", the text of the Interim Order is attached to this Circular as Schedule "E", and the text of sections 237 to 247 of the BCBCA is attached to this Circular as Schedule "G". Pursuant to the Interim Order, Dissenting Shareholders are given rights analogous to rights of dissenting shareholders under the BCBCA, as modified by the Plan of Arrangement and the Interim Order. Dissenting Shareholders who intend to exercise Dissent Rights should carefully consider and comply with the Dissent Procedures. It is recommended that any Registered Shareholder wishing to avail themselves of Dissent Rights seek legal advice, as failure to comply with the Dissent Procedures may result in the loss of all Dissent Rights thereunder. The Court hearing the application for the Final Order also has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

The Plan of Arrangement and the Interim Order expressly provide Registered Shareholders with the right to dissent with respect to the Arrangement Resolution. Each Dissenting Shareholder who has validly exercised its Dissent Rights in accordance with the Dissent Procedures is entitled to be paid the fair value (determined as of the close of business on the day before the Arrangement Resolution is adopted) in respect of its LAC Common Shares in respect of which Dissent Rights have been validly exercised.

In many cases, LAC Common Shares beneficially owned by a holder are registered either (a) in the name of an intermediary that the Non-Registered Shareholder deals with in respect of such shares, such as, among others, brokers, investment dealers, banks, trust companies or other nominee, or (b) in the name of a depositary, such as CDS & Co., of which the intermediary is a participant. A Non-Registered Shareholder will not be entitled to exercise any rights of dissent directly. A Non-Registered Shareholder desiring to exercise Dissent Rights must make arrangements for the LAC Common Shares beneficially owned by such Non-Registered Shareholder to be registered in such Non-Registered Shareholder's name prior to the time the Notice of Dissent (as defined below) is required to be received by the Company or, alternatively, make arrangements for the registered holder of such LAC Common Shares to exercise Dissent Rights on the Non-Registered Shareholder's behalf.

In addition to any other restrictions under sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, none of the following Persons are entitled to exercise Dissent Rights: (i) any holder of LAC Equity Awards, (ii) any Person (including any beneficial owner of LAC Common Shares) who is not a Registered Shareholder, and (iii) any Registered Shareholder who votes or has instructed a proxyholder to vote its LAC Common Shares in favour of the Arrangement Resolution.

A Registered Shareholder entitled to vote at the Meeting who wishes to exercise their Dissent Rights is required to deliver a written notice of dissent (a "Notice of Dissent") to the Arrangement Resolution which must be received by the Company not later than 10:00 a.m. (Pacific Time) on July 27, 2023, or the date that is two (2) Business Days prior to the date of the Meeting (or any adjournment or postponement thereof). Such Notice of Dissent must be delivered to the Company at Suite 300, 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5, Attention: Corporate Secretary, and must strictly comply with the Dissent Rights described in this Circular. Failure to properly exercise Dissent Rights may result in the loss or unavailability of all Dissent Rights.

The Notice of Dissent must set out the number of LAC Common Shares in respect of which the Dissent Rights are being exercised (the "Notice Shares") and: (a) if such LAC Common Shares constitute all of the LAC Common Shares of which the Shareholder is the registered and beneficial owner and the Shareholder owns no other LAC Common Shares beneficially, a statement to that effect; (b) if such LAC Common Shares constitute all of the LAC Common Shares of which the Shareholder is both the registered and beneficial owner, but the Shareholder owns additional LAC Common Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number of LAC Common Shares held by each such Registered Shareholder and a statement that written Notices of Dissent are being or have been sent with respect to such other LAC Common Shares; or (c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such LAC Common Shares, a statement to that effect and the name of the Non-Registered Shareholder and a statement that the Registered Shareholder is dissenting with respect to all LAC Common Shares of the Non-Registered Shareholder registered in such Registered Shareholder's name.

The filing of a Notice of Dissent does not deprive a Registered Shareholder of the right to vote at the Meeting. However, pursuant to the Interim Order, no Registered Shareholder who has voted in favour of the Arrangement Resolution is entitled to dissent with respect to the Arrangement. Therefore, the Registered Shareholder who has submitted a Notice of Dissent and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholder with respect to all LAC Common Shares owned by such Person. Pursuant to section 237 to 247 of the BCBCA and the Interim Order, a Registered Shareholder may not exercise Dissent Rights in respect of only a portion of such holder's LAC Common Shares but may dissent only with respect to all of the LAC Common Shares held by such holder.

A vote against the Arrangement Resolution, an abstention from voting, or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Notice of Dissent, but a Registered Shareholder need not vote its LAC Common Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Arrangement Resolution does not constitute a Notice of Dissent. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such LAC Common Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit his or her or its Dissent Rights.

If the Arrangement Resolution is approved by Shareholders, and the Company notifies a registered holder of Notice Shares of its intention to act upon the Arrangement Resolution pursuant to section 243 of the BCBCA, in order to exercise Dissent Rights such Shareholder must, within one month after the Company gives such notice, send a written notice (a "Payment Notice") that such holder requires the purchase of all of the Notice Shares in respect of which such holder has given Notice of Dissent to the Company at Suite 300, 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5, Attention: Corporate Secretary. Such Payment Notice must be accompanied by the certificate or certificates or DRS statements representing those Notice Shares (including a written statement prepared in accordance with section 244(1)(c) of the BCBCA if the dissent is being exercised by the Shareholder on behalf of a Non-Registered Shareholder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the Shareholder becomes a Dissenting Shareholder, and is bound to sell and the Company is bound to purchase those Notice Shares. Such Dissenting Shareholder may not vote, or exercise or assert any rights of a Shareholder in respect of such Notice Shares, other than the rights set forth in sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

A Registered Shareholder who fails to send to the Company, within the appropriate time frame, a Notice of Dissent, a Payment Notice or the certificates or DRS statements representing the Notice Shares in respect of which the Dissenting Shareholder dissents forfeits the right to make a claim under the Dissent Procedures. The Company or the transfer agent of the Company will endorse on the certificates or DRS statements representing the LAC Common Shares received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such certificates or DRS statements to the Dissenting Shareholder.

On sending a Payment Notice to the Company, a Dissenting Shareholder ceases to have any rights as a Shareholder other than the right to be paid the fair value of such holder's Notice Shares which fair value, notwithstanding anything to the contrary contained in sections 237 to 247 of the BCBCA, will be determined as of the close of business on the day before the Arrangement Resolution is adopted, except where (a) the Dissenting Shareholder withdraws the Payment Notice before the Company makes an offer to the Dissenting Shareholder pursuant to the BCBCA as modified by the Plan of Arrangement and the Interim Order, (b) the Company fails to make an offer as hereinafter described and the Dissenting Shareholder withdraws the Payment Notice, or (c) the proposal contemplated by the Arrangement Resolution does not proceed, in which case the Dissenting Shareholder's rights as a Shareholder will be reinstated as of the date the Dissenting Shareholder sent the Payment Notice.

(a) ultimately entitled to be paid fair value for their LAC Common Shares, (i) will be deemed to have transferred the LAC Common Shares held by them and in respect of which Dissent Rights have been validly exercised, to the Company, free and clear of all liens, claims and encumbrances, (ii) will be deemed not to have participated in the transactions in respect of such LAC Common Shares in Section 2.3 of the Plan of Arrangement (other than Section 2.3(a)), (iii) will be entitled to be paid the fair value of such LAC Common Shares, which fair value, notwithstanding anything to the contrary contained in Section 237 of the BCBCA, will be determined as of the close of business on the day before the Arrangement Resolution is adopted, and (iv) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such LAC Common Shares; or

(b) ultimately not entitled, for any reason, to be paid fair value for such LAC Common Shares will be deemed to have participated in the Arrangement as of and from the Effective Time on the same terms as a Participating Shareholder and will be entitled to receive only the Arrangement Shares that such Dissenting Shareholder would have received pursuant to the Plan of Arrangement if such Dissenting Shareholder had not exercised their Dissent Rights.

If a Dissenting Shareholder is ultimately entitled to be paid for their Dissent Shares, such Dissenting Shareholder may enter into an agreement for the fair value of such Dissent Shares. If such Dissenting Shareholder does not reach an agreement, such Dissenting Shareholder, or the Company, may apply to the Court, and the Court may determine the payout value of the Dissent Shares and make consequential orders and give directions as the Court considers appropriate. There is no obligation on the Company to make an application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the LAC Common Shares had as of the close of business on the day before the Arrangement Resolution is adopted. After a determination of the fair value of the Dissent Shares, the Company must then promptly pay that amount to the Dissenting Shareholder.

In no case will the Company, the Depositary or any other Person be required to recognize Dissenting Shareholders as Shareholders after the Effective Time, and the names of such Dissenting Shareholders will be deleted from the central securities register as Shareholders at the Effective Time in accordance with the Plan of Arrangement.

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment is made for the Notice Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Shareholder withdraws the Notice of Dissent with the Company's written consent. If any of these events occur, the Company must return the share certificates or DRS statements representing the LAC Common Shares to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise its rights as a Shareholder.

If a Shareholder dissents, there can be no assurance that the amount they receive as fair value for their LAC Common Shares will be more than or equal to the fair value of the Arrangement Shares under the Arrangement.

Each Shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with the Dissent Procedures set out in sections 237 to 247 of the BCBCA as modified by the Plan of Arrangement and the Interim Order, which are attached to this Circular as Schedule "G", Appendix A to Schedule "C" and Schedule "E", respectively.

The above is only a summary of the Dissent Procedures which are technical and complex. If you are a Registered Shareholder and wish to exercise your Dissent Rights, you should seek your own legal advice as failure to strictly comply with the Dissent Procedures will result in the loss of your Dissent Rights. Furthermore, Registered Shareholders who are considering exercising Dissent Rights should be aware of the consequences under Canadian federal and U.S. federal tax laws of exercising Dissent Rights and should consult their own tax advisors for advice. For a general summary of certain income tax implications to a Dissenting Shareholder, see "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations - Shareholders Resident in Canada - Dissenting Resident Shareholders" and "Material Income Tax Considerations - Certain Canadian Federal Income Tax Considerations - Shareholders Not Resident in Canada - Dissenting Non-Resident Shareholders".

The following discussion is only a general overview of certain requirements of Canadian and U.S. securities laws applicable to trades in securities of the Company or New LAC. All holders of securities are urged to consult with their own legal counsel to ensure that any resale of their securities of LAC or New LAC complies with applicable securities legislation.

The Company is a reporting issuer in all of the provinces and territories of Canada. Upon completion of the Arrangement, New LAC will be a reporting issuer in all of the provinces and territories of Canada.

The issuance of the Lithium Argentina Common Shares and New LAC Common Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from prospectus requirements of applicable Canadian securities laws. With certain exceptions, the Lithium Argentina Common Shares and New LAC Common Shares received by shareholders pursuant to the Arrangement may generally be resold in each of the provinces and territories of Canada without restriction, provided the trade is not a "control distribution" as defined in National Instrument 45-102 - Resale of Securities of the Canadian Securities Administrators, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling securityholder is an insider or officer of the issuer, the insider or officer has no reasonable grounds to believe that the issuer is in default of securities legislation.

As a reporting issuer or the equivalent in all provinces and territories of Canada, the Company is, among other things, subject to the applicable securities laws, including MI 61-101. MI 61-101 regulates certain types of related party and other transactions to ensure equality of treatment among security holders and may require enhanced disclosure, approval by a majority of security holders (excluding interested or related parties), independent valuations and, in certain instances, approval and oversight of certain transactions by a special committee of independent directors. The protections afforded by MI 61-101 apply to, among other transactions, "business combinations" (as such term is defined in MI 61-101). MI 61-101 provides that, in certain circumstances, where a "related party" of an issuer (as defined in MI 61-101), which includes directors, and senior officers of the Company would, as a consequence of the transaction, be entitled to receive a "collateral benefit" (as defined in MI 61-101) in connection with an arrangement (such as the Arrangement), such transaction may be considered a "business combination" for the purposes of MI 61-101.

Although holders of LAC Common Shares will retain their proportionate interest in equity securities of the Company following the completion of the Arrangement, their LAC Common Shares will be replaced with Lithium Argentina Common Shares and New LAC Common Shares as a result of the Arrangement. On that basis, the Company will treat the Arrangement as a "business combination" in accordance with MI 61-101. In particular, certain directors and senior officers hold LAC DSUs, LAC RSUs and/or LAC PSUs which will be exchanged for equivalent incentive securities of Lithium Argentina and New LAC, some of which will be vested and settled in Lithium Argentina Common Shares and/or New LAC Common Shares, as applicable. See "The Arrangement - Treatment of Incentive Securities".

Other than Messrs. George Ireland, John Kanellitsas and Franco Mignacco, all of the directors and officers of the Company who are related parties entitled to a benefit that they expect to receive pursuant to the Arrangement fall within an exception to the definition of "collateral benefit" for the purposes of MI 61-101, since the benefits are received solely in connection with their services as employees or directors of the Company or of any affiliated entities of the Company, and (a) are not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to them for their LAC Common Shares, (b) are not conditional on them supporting the Arrangement in any manner, (c) full particulars of the benefits are disclosed in this Circular, and (d) at the time of the entering into of the Arrangement Agreement, they exercised control or direction over, or beneficially owned, less than 1% of the outstanding LAC Common Shares, as calculated in accordance with MI 61-101.

In the case of Mr. Ireland, (A) he has disclosed to the independent GNCL Committee of the Board, the amount of consideration that he expects he will be beneficially entitled to receive, under the terms of the Arrangement, in exchange for the equity securities beneficially owned by him, and (B) such committee, acting in good faith, determined that the value of the benefit, net of any offsetting costs to the related parties, is less than 5% of the value referred to in (A).

Pursuant to MI 61-101, the Arrangement is not a business combination for which a formal valuation would be required pursuant to section 4.3 of MI 61-101. However, in addition to obtaining approval of the Arrangement Resolution by at least 66⅔% of the votes cast on the Arrangement Resolution at the Meeting by Shareholders, present, whether in person or virtually, or represented by proxy, and entitled to vote at the Meeting, approval will also be sought from a simple majority of the votes cast at the Meeting by the Shareholders present in person or represented by proxy at the Meeting, excluding the votes of Messrs. John Kanellitsas and Franco Mignacco and any other "interested parties", "related parties of interested parties" or "joint actors" whose votes may not be included in determining minority approval of a "business combination" under MI 61-101 "Minority Shareholders").

As at June 16, 2023, Messrs. Kanellitsas and Mignacco collectively held 3,885,876 LAC Common Shares, representing approximately 2.4% of the outstanding LAC Common Shares. Accordingly, in relation to the Arrangement, "minority approval" means approval by a majority of the votes cast at the Meeting by the holders of LAC Common Shares, other than Messrs. Kanellitsas and Mignacco.

The following indicates, as at June 16, 2023, the number, designation and the percentage of the outstanding securities of any class of securities of the Company beneficially owned or over which control or direction is exercised by each director and officer of the Company and, the number of Lithium Argentina DSUs, Lithium Argentina RSUs, Lithium Argentina PSUs, New LAC DSUs, New LAC RSUs, and New LAC PSUs they are expected to receive in exchange of their incentive securities of the Company (assuming no exercise or conversion or additional grants prior to the Effective Date, except as specified):

(1) Vesting will continue under the terms of the original grant and will be settled by issuance to the holder thereof of one common share of the applicable entity. LAC PSUs which were fully vested and outstanding prior to the Effective Time may be settled in accordance with the performance multiplier applicable to the LAC PSUs replaced.

(2) Immediate vesting and the underlying common shares of the applicable entity will be issued to the holder thereof as soon as practicable following the Effective Date.

(3) Vesting will continue under the terms of the original grant and will be settled by issuance to the holder thereof of one common share of the applicable entity.

(4) Xiaoshen Wang will not be a director of LAC, Lithium Argentina or New LAC following the Meeting. It is expected that the 57,637 LAC DSUs held by him will be settled for 57,637 LAC Common Shares on the 20^th business day following his departure and exchanged for Lithium Argentina Common Shares and New LAC Common Shares as part of the Arrangement if he still holds them as of the Effective Time.

The securities issued or deemed to be issued to Shareholders and holders of LAC Equity Awards pursuant to the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and will be distributed in reliance upon the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and available exemptions from applicable state registration requirements. Section 3(a)(10) of the U.S. Securities Act provides an exemption from registration under the U.S. Securities Act for offers and sales of securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the substantive and procedural fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on June 16, 2023 and, subject to the approval of the Arrangement by the Shareholders at the Meeting, it is expected that a hearing on the Arrangement will be held on August 4, 2023 at 9:45 a.m. (Pacific Time), or as soon thereafter as counsel may be heard, at the Law Courts, 800 Smithe Street, Vancouver, British Columbia. All Shareholders and holders of LAC Equity Awards are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the securities to be issued pursuant to the Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order.

The securities issued or deemed to be issued to Shareholders or holders of LAC Equity Awards pursuant to the Arrangement will be freely tradable under the U.S. Securities Act, except by persons who are "affiliates" of Lithium Argentina or New LAC after the Arrangement or were affiliates of the Company or New LAC within 90 days prior to completion of the Arrangement. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Any resale of such securities by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such securities outside the United States without registration under the U.S. Securities Act pursuant to and in accordance with Regulation S under the U.S. Securities Act. Such securities may also be resold in transactions completed in accordance with Rule 144 under the U.S. Securities Act, if available.

Holders of LAC Equity Awards entitled to receive Lithium Argentina Equity Awards and New LAC Equity Awards are advised that the Distribution Securities issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Lithium Argentina and New LAC in reliance on the Section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable state registration requirements, but such exemption does not exempt the issuance of securities upon the exercise or vesting of the Lithium Argentina Equity Awards or the New LAC Equity Awards.

This means that the Lithium Argentina Common Shares and the New LAC Common Shares issuable upon exercise or conversion of the Lithium Argentina Equity Awards and New LAC Equity Awards cannot be issued in the United States or to a U.S. Person in reliance on the Section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable state registration requirements, and Lithium Argentina Equity Awards and New LAC Equity Awards may only be exercised and the underlying Lithium Argentina Common Shares and the New LAC Common Shares issued in the United States or to a U.S. Person pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and in accordance with any applicable securities laws of any state of the United States or pursuant to a registration statement on Form S-8.

The foregoing discussion is only a general overview of certain requirements of the U.S. Securities Act applicable to the resale of the securities issued or deemed to be issued to shareholders pursuant to the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

There can be no assurance that Lithium Argentina or New LAC will be able to maintain their listing on the TSX or the NYSE, or that the TSX or the NYSE will maintain the listing of the Lithium Argentina Common Shares and list the New LAC Common Shares.

The Canadian Tax Ruling requested from the CRA contains income tax rulings binding on the CRA which confirm that the transfer of the Distribution Property may be accomplished on a fully tax-deferred basis, and certain other tax matters related to the Arrangement, provided that the material facts presented in the Canadian Tax Ruling are accurately stated, the transfer is implemented as disclosed to the CRA and certain other conditions are satisfied. This requires, among other things, that the transfer comply with all requirements of the public company "butterfly" rules in section 55 of the Tax Act. See "The Arrangement - Conditions to Closing of the Arrangement and Tax Rulings".

The U.S. Tax Ruling requested from the IRS contains income tax rulings binding on the IRS which confirm that the Arrangement may be accomplished on a fully tax-deferred basis to U.S. Holders, provided that the material facts presented in the U.S. Tax Ruling are accurately stated, the Arrangement is implemented as disclosed to the IRS and certain other conditions are satisfied. See "The Arrangement - Conditions to Closing of the Arrangement and Tax Rulings".

In the opinion of McCarthy Tétrault LLP, special tax counsel to the Company in respect of the Arrangement, the following summary fairly presents the principal Canadian federal income tax considerations under the Tax Act in respect of the Arrangement generally applicable to a Shareholder who holds LAC Common Shares as beneficial owner and who, for the purposes of the Tax Act and at all relevant times, (i) holds LAC Common Shares, and will hold any shares of Lithium Argentina or New LAC received pursuant to the Arrangement, (all such shares, collectively, the "Arrangement Shares") as capital property, and (ii) deals at arm's length with each of Lithium Argentina and New LAC and is not affiliated with either of Lithium Argentina or New LAC (a "Holder"). Generally, Arrangement Shares will be capital property to a Holder provided that the Holder does not hold such shares in the course of carrying on a business and has not acquired such shares in one or more transactions considered to be an adventure or concern in the nature of trade.

The Canadian Tax Ruling requested from the CRA confirms certain of the tax consequences discussed in this summary. This summary assumes that the conditions and qualifications to the rulings in the Canadian Tax Ruling will be satisfied or complied with (as applicable). See "The Arrangement - Conditions to Closing of the Arrangement and Tax Rulings - Conditions to the Arrangement", and "The Arrangement - Conditions to Closing of the Arrangement and Tax Rulings - Conditions to the Tax Rulings - Conditions to the Canadian Tax Ruling".

This summary does not address the Canadian federal income tax considerations applicable to holders of LAC Equity Awards or LAC Options, as applicable, or to Holders who received LAC Common Shares upon the exercise of the right to acquire LAC Common Shares under LAC Equity Awards or LAC Options, as applicable.

This summary is based on the current provisions of the Tax Act and the regulations thereunder (the "Regulations") and an understanding of the administrative practices of the CRA published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) ("Tax Proposals") before the date hereof. This summary assumes that the Tax Proposals will be enacted in the form proposed; however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and does not otherwise take into account or anticipate any changes in law or administrative policies, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account any other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations concerning the tax consequences to any particular Holder are made. Holders should consult their own tax advisors to determine the tax consequences to them of the Arrangement having regard to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority.

For purposes of the Tax Act, all amounts expressed in a currency other than Canadian dollars relating to the acquisition, holding or disposition of the Arrangement Shares must be converted into Canadian dollars based on exchange rates as determined in accordance with the Tax Act.

The following portion of the summary is generally applicable to Holders who, for the purposes of the Tax Act and at all relevant times, are, or are deemed to be, resident in Canada ("Resident Shareholders").

Certain Resident Shareholders whose Arrangement Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such shares, and any other "Canadian security" (as defined in the Tax Act) owned by the Resident Shareholder in the taxation year in which the election is made and in all subsequent taxation years, deemed to be capital property. Resident Shareholders contemplating making such an election should consult their own tax advisors as to whether such election is available and/or advisable in the Resident Shareholder's particular circumstances.

This summary is not applicable to a Resident Shareholder: (i) that is a "financial institution" as defined in the Tax Act for the purposes of the "mark-to-market" rules; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii) an interest in which is a "tax shelter investment" as defined in the Tax Act; (iv) that has entered into a "derivative forward agreement" as defined in the Tax Act with respect to the Arrangement Shares; or (v) that has elected to report its "Canadian tax results" as defined in the Tax Act in a currency other than Canadian currency. Additional considerations, not discussed herein, may be applicable to a Resident Shareholder that is a corporation (or does not deal at arm's length with a corporation) that is, or becomes as part of a transaction or series of transactions or events that includes the Arrangement, controlled by a non-resident person or group of non-resident persons that do not deal with each other at arm's length for the purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Resident Shareholders should consult their own tax advisors.

Exchange of LAC Common Shares for LAC Class A Common Shares and LAC Preference Shares

As part of the Arrangement, each Resident Shareholder (other than a Dissenting Resident Shareholder (as defined below)) will transfer each LAC Common Share held by such Resident Shareholder to LAC in exchange for (x) one LAC Class A Common Share and (y) one LAC Preference Share.

On such exchange, a Resident Shareholder will be deemed to have disposed of such LAC Common Share for proceeds of disposition equal to the adjusted cost base of such share immediately before the exchange. Accordingly, a Resident Shareholder will not realize a capital gain or a capital loss as a result of such exchange.

The aggregate adjusted cost base of the LAC Class A Common Shares and LAC Preference Shares acquired by a Resident Shareholder on such exchange will be equal to the Resident Shareholder's aggregate adjusted cost base of its LAC Common Shares immediately before the exchange. The aggregate adjusted cost base of a Resident Shareholder's LAC Common Shares immediately before the exchange will be allocated among the LAC Class A Common Shares and LAC Preference Shares acquired by the Resident Shareholder on the exchange in proportion to the relative fair market value of such shares immediately after the exchange. It is intended that, following the Arrangement, Lithium Argentina and New LAC will inform Resident Shareholders either by press release or on their websites of their estimate of the appropriate proportionate allocation; however, such allocation will not be binding on the CRA or on any Resident Shareholder.

As part of the Arrangement, each Resident Shareholder (other than a Dissenting Resident Shareholder) will transfer each LAC Preference Share acquired by it pursuant to the Arrangement to New LAC in exchange for one New LAC Common Share.

Unless a Resident Shareholder includes any portion of the gain or loss otherwise determined in respect of such exchange in computing its income for the taxation year in which the exchange occurs, the Resident Shareholder will be deemed to have disposed of such LAC Preference Share for proceeds of disposition equal to the Resident Shareholder's adjusted cost base of such share immediately prior to such exchange. Accordingly, the Resident Shareholder will not realize a capital gain or a capital loss as a result of the exchange. The aggregate adjusted cost base of the New LAC Common Shares acquired by the Resident Shareholder on the exchange will be equal to the adjusted cost base immediately before the exchange of the LAC Preference Shares disposed of by the Resident Shareholder on the exchange.

Where a Resident Shareholder includes any portion of the gain or loss otherwise determined in respect of such exchange in computing its income for the taxation year in which the exchange occurs, the Resident Shareholder will realize a capital gain (or capital loss) on the LAC Preference Shares to the extent that the Resident Shareholder's aggregate proceeds of disposition for such shares, net of any reasonable costs of disposition, exceed (or are less than) the Resident Shareholder's aggregate adjusted cost base of such shares immediately before the exchange. The Resident Shareholder's aggregate proceeds of disposition for the LAC Preference Shares will be equal to the aggregate fair market value of the New LAC Common Shares received on the exchange. The Resident Shareholder's aggregate adjusted cost base of the New LAC Common Shares received by the Resident Shareholder on the transfer will also be equal to that fair market value.

As part of the Arrangement, each Resident Shareholder (other than a Dissenting Resident Shareholder) will transfer each LAC Class A Common Share acquired by it pursuant to the Arrangement to LAC in exchange for one LAC Common Share.

Such exchange will not be a disposition of property for the purposes of the Tax Act and, accordingly, will not give rise to a capital gain or capital loss on such exchange. The aggregate adjusted cost base of the LAC Common Shares acquired by the Resident Shareholder on the exchange will be equal to the aggregate adjusted cost base immediately before the exchange of the LAC Class A Common Shares transferred to LAC on the exchange.

Dividends on Lithium Argentina Common Shares or New LAC Common Shares (Post-Arrangement)

Dividends received or deemed to be received by a Resident Shareholder on Lithium Argentina Common Shares or New LAC Common Shares after the Arrangement will be included in computing the Resident Shareholder's income for the purposes of the Tax Act. Such dividends received or deemed to be received by a Resident Shareholder that is an individual (including a trust) will generally be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from corporations resident in Canada, including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated as "eligible dividends" for these purposes. There may be limitations on the ability of Lithium Argentina or New LAC to designate dividends as "eligible dividends".

Dividends received or deemed to be received on Lithium Argentina Common Shares or New LAC Common Shares by a Resident Shareholder who is an individual (including certain trusts) may give rise to a liability for alternative minimum tax under the Tax Act.

Generally, dividends received or deemed to be received by a Resident Shareholder that is a corporation on Lithium Argentina Common Shares or New LAC Common Shares after the Arrangement will be included in computing the corporation's income but will be deductible in computing the corporation's taxable income, subject to certain limitations in the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Shareholder that is a corporation as proceeds of disposition or a capital gain. Resident Shareholders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Shareholder that is a "private corporation" or a "subject corporation" (each as defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on Lithium Argentina Common Shares or New LAC Common Shares, to the extent that such dividends are deductible in computing the Resident Shareholder's taxable income. Such additional tax may be refundable in certain circumstances.

Dispositions of Lithium Argentina Common Shares or New LAC Common Shares (Post-Arrangement)

A disposition by a Resident Shareholder of Lithium Argentina Common Shares or New LAC Common Shares after the Arrangement generally will result in a capital gain (or a capital loss) to such Resident Shareholder to the extent that the proceeds of disposition received, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such shares to such Resident Shareholder immediately before the disposition. The tax treatment of capital gains and capital losses is discussed in this portion of the summary under the heading "Taxation of Capital Gains and Capital Losses".

Generally, a Resident Shareholder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized by it in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Shareholder must deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by such Resident Shareholder in that taxation year. Allowable capital losses in excess of taxable capital gains in a particular taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such year to the extent and under the circumstances specified in the Tax Act.

The amount of a capital loss otherwise arising on the disposition of a share by a Resident Shareholder that is a corporation may, to the extent and under the circumstances specified in the Tax Act, be reduced by dividends previously received or deemed to have been received on such share (or on a share for which such share was exchanged). Similar rules apply to a partnership or trust of which a corporation, partnership or trust is a member or beneficiary. Resident Shareholders to whom these rules may be relevant should consult their own tax advisors.

A Resident Shareholder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) or that is a "substantive CCPC" (as defined in draft legislation released by the Minister of Finance (Canada) on August 9, 2022) may be liable to pay an additional tax, refundable in certain circumstances, on its "aggregate investment income". For this purpose, aggregate investment income will include an amount in respect of taxable capital gains.

Capital gains realized by a Resident Shareholder who is an individual (including certain trusts) may give rise to a liability for alternative minimum tax under the Tax Act.

Provided that the Lithium Argentina Common Shares and the New LAC Common Shares are and continue to be listed on a "designated stock exchange" (as defined in the Tax Act and which currently includes the NYSE and the TSX) or are shares of a "public corporation" (as defined in the Tax Act), such shares will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans ("RRSPs"), registered retirement income funds ("RRIFs"), registered disability savings plans ("RDSPs"), deferred profit sharing plans, registered education savings plans ("RESPs"), first home savings accounts ("FHSAs"), and tax-free savings accounts ("TFSAs").

Notwithstanding the foregoing, if a Lithium Argentina Common Share or a New LAC Common Share is a "prohibited investment" (as defined in the Tax Act) for a trust governed by an RRSP, RRIF, RDSP, RESP, FHSA or TFSA, the holder of the FHSA, TFSA or RDSP, the annuitant under the RRSP or RRIF or the subscriber of the RESP, as the case may be, will be subject to a penalty tax under the Tax Act. A Lithium Argentina Common Share or a New LAC Common Share will not be a prohibited investment for a trust governed by an RRSP, RRIF, RDSP, RESP, FHSA or TFSA, provided that the holder of the FHSA, TFSA or RDSP, the annuitant under the RRSP or RRIF or the subscriber of the RESP, as the case may be, (i) deals at arm's length with Lithium Argentina or New LAC, as the case may be, for purposes of the Tax Act, and (ii) does not have a "significant interest" (as defined in subsection 207.01(4) of the Tax Act) in Lithium Argentina or New LAC, as the case may be. In addition, Lithium Argentina Common Shares and New LAC Common Shares will not be a prohibited investment if such shares are "excluded property" (as defined in the Tax Act) for an RRSP, RRIF, RDSP, RESP, FHSA or TFSA.

As part of the Arrangement, a Resident Shareholder who is a Dissenting Shareholder (a "Dissenting Resident Shareholder") will be deemed to have transferred such holder's LAC Common Shares to LAC and will be entitled to receive a payment from LAC of an amount equal to the fair value of such shares.

A Dissenting Resident Shareholder generally will be deemed to have received a dividend equal to the amount, if any, by which such payment (other than any portion of the payment that is interest, if any, awarded by a court) exceeds the "paid-up capital" (as defined in the Tax Act) of such shares immediately before the deemed transfer of such shares to LAC pursuant to the Arrangement. If the Dissenting Resident Shareholder is a corporation, in certain circumstances, the amount of such deemed dividend may be treated as proceeds of disposition under subsection 55(2) of the Tax Act and not as a deemed dividend. The general tax treatment of the receipt of dividends is discussed above in this portion of the summary under the heading "Dividends on Lithium Argentina Common Shares or New LAC Common Shares (Post-Arrangement)".

In addition, the Dissenting Resident Shareholder will be considered to have disposed of such holder's LAC Common Shares for proceeds of disposition equal to the amount paid to such Dissenting Resident Shareholder (other than any portion of the payment that is interest, if any, awarded by a court), less the amount of any deemed dividend arising on the deemed transfer of the LAC Common Shares to the Company as described above. In general, the Dissenting Resident Shareholder will realize a capital gain (or a capital loss) to the extent that the proceeds of disposition of such shares, as reduced by the amount of any deemed dividend as discussed above and net of any reasonable costs of disposition, exceed (or are less than) the Dissenting Resident Shareholder's adjusted cost base of such shares immediately before the disposition. The general tax treatment of capital gains or capital losses is discussed above in this portion of the summary under the heading "Taxation of Capital Gains and Capital Losses".

Any interest awarded by a court to a Dissenting Resident Shareholder will be included in such holder's income for the purposes of the Tax Act.

A Dissenting Resident Shareholder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) or that is a "substantive CCPC" (as defined in draft legislation released by the Minister of Finance (Canada) on August 9, 2022) may be liable to pay an additional tax, refundable in certain circumstances, on its "aggregate investment income". For this purpose, aggregate investment income will include an amount in respect of taxable capital gains and interest.

Dividends and capital gains realized by a Dissenting Resident Shareholder who is an individual (including certain trusts) may give rise to a liability for alternative minimum tax under the Tax Act.

Resident Shareholders who are contemplating exercising their Dissent Rights should consult their own tax advisors with respect to the tax consequences of exercising their Dissent Rights.

The following portion of the summary is applicable generally to Holders who, at all relevant times and for purposes of the Tax Act and any applicable income tax treaty or convention, are not, and are not deemed to be, resident in Canada, and do not use or hold and are not deemed to use or hold, and will not use or hold or be deemed to use or hold, the Arrangement Shares in carrying on a business in Canada ("Non-Resident Shareholders"). Special rules, which are not discussed in this summary, may apply to a Non-Resident Shareholder that is an insurer which carries on an insurance business in Canada and elsewhere.

The following portion of the summary assumes that no Non-Resident Shareholder will file a Canadian tax return that reports all or any portion of the gain or loss otherwise determined in respect of the exchange of LAC Preference Shares for New LAC Common Shares pursuant to the Arrangement.

A Non-Resident Shareholder will generally be subject to the same Canadian federal income tax consequences as a Resident Shareholder in respect of (i) the exchange of LAC Common Shares to LAC for LAC Class A Common Shares and LAC Preference Shares, (ii) the transfer of LAC Preference Shares to New LAC in exchange for New LAC Common Shares, and (iii) the exchange of LAC Class A Common Shares for LAC Common Shares, as discussed above in this summary under the heading "Certain Canadian Federal Income Tax Considerations - Shareholders Resident in Canada". Accordingly, a Non-Resident Shareholder (other than a Dissenting Non-Resident Shareholder) will generally not realize a capital gain or a capital loss as a result of the Arrangement.

Dividends on Lithium Argentina Common Shares or New LAC Common Shares (Post-Arrangement)

Dividends on Lithium Argentina Common Shares or New LAC Common Shares that are paid or credited or deemed to be paid or credited to a Non-Resident Shareholder after the Arrangement will be subject to Canadian withholding tax at the rate of 25% of the gross amount of such dividends, unless such rate is reduced by the terms of an applicable income tax treaty or convention. For example, under the Canada - United States Tax Convention (1980), as amended (the "Canada-U.S. Treaty"), dividends paid or credited to a Non-Resident Shareholder who is the beneficial owner of such dividends and who is a resident of the United States for purposes of the Canada-U.S. Treaty and who is fully entitled to the benefits of the Canada-U.S. Treaty will generally be subject to Canadian withholding tax at a rate of 15% of the gross amount of the dividends. Non-Resident Shareholders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty or convention.

Dispositions of Lithium Argentina Common Shares or New LAC Common Shares (Post-Arrangement)

On a disposition or deemed disposition of Lithium Argentina Common Shares or New LAC Common Shares after the Arrangement, a Non-Resident Shareholder will not be subject to tax under the Tax Act in respect of a capital gain realized by the Non-Resident Shareholder on such disposition or deemed disposition, and capital losses arising on such disposition or deemed disposition will not be recognized under the Tax Act, unless such shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Shareholder at the time of disposition and the Non-Resident Shareholder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Shareholder is resident.

Provided that the Lithium Argentina Common Shares or the New LAC Common Shares, as the case may be, are listed on a "designated stock exchange" (as defined in the Tax Act and which currently includes the NYSE and the TSX) at the time of the disposition or deemed disposition, the Lithium Argentina Common Shares or the New LAC Common Shares, as the case may be, generally will not constitute "taxable Canadian property" of a Non-Resident Shareholder, unless at any time during the 60-month period immediately preceding the disposition or deemed disposition, the following two conditions have been met concurrently: (a) one or any combination of (i) the Non-Resident Shareholder, (ii) persons with whom the Non-Resident Shareholder did not deal at arm's length for purposes of the Tax Act, or (iii) partnerships in which the Non-Resident Shareholder or persons described in (ii) hold a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class of the capital stock of Lithium Argentina or New LAC, as the case may be, and (b) more than 50% of the fair market value of the Lithium Argentina Common Shares or the New LAC Common Shares, as the case may be, was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" (as defined in the Tax Act), "timber resource properties" (as defined in the Tax Act) or an option in respect of, an interest in, or for civil law or a right in, any such property, whether or not such property exists. Notwithstanding the foregoing, the Lithium Argentina Common Shares or the New LAC Common Shares may be deemed to be "taxable Canadian property" to a Non-Resident Shareholder for the purposes of the Tax Act in certain circumstances.

Non-Resident Shareholders who may hold the Lithium Argentina Common Shares or the New LAC Common Shares as "taxable Canadian property" should consult their own tax advisors.

As part of the Arrangement, a Non-Resident Shareholder that is a Dissenting Shareholder (a "Dissenting Non-Resident Shareholder") will be deemed to have transferred such holder's LAC Common Shares to LAC and will be entitled to receive a payment from LAC of an amount equal to the fair value of such shares.

A Dissenting Non-Resident Shareholder generally will be deemed to have received a dividend equal to the amount, if any, by which such payment (other than any portion of the payment that is interest, if any, awarded by a court) exceeds the "paid-up capital" (as defined in the Tax Act) of such shares immediately before the deemed transfer of such shares to LAC pursuant to the Arrangement. A deemed dividend received by a Dissenting Non-Resident Shareholder will be subject to Canadian withholding tax as described above in this portion of the summary under the heading "Dividends on Lithium Argentina Common Shares or New LAC Common Shares (Post-Arrangement)".

A Dissenting Non-Resident Shareholder will also be considered to have disposed of such holder's LAC Common Shares for proceeds of disposition equal to the amount paid to such Dissenting Non-Resident Shareholder (other than any portion of the payment that is interest, if any, awarded by a court), less the amount of any deemed dividend arising on the deemed transfer of the LAC Common Shares to LAC as described above. In general, the Dissenting Non-Resident Shareholder will realize a capital gain to the extent that the proceeds of disposition of such shares, as reduced by the amount of any deemed dividend as discussed above and net of any reasonable costs of disposition, exceed the adjusted cost base of such shares immediately before the disposition. A Dissenting Non-Resident Shareholder generally will not be subject to income tax under the Tax Act in respect of any such capital gain, unless such shares constitute "taxable Canadian property" to the Dissenting Non-Resident Shareholder at the time of the deemed disposition and the Dissenting Non-Resident Shareholder is not entitled to relief under an applicable income tax treaty or convention. See the discussion above in this portion of the summary under the heading "Dispositions of Lithium Argentina Common Shares or New LAC Common Shares (Post-Arrangement)" for a general discussion of the tax treatment of capital gains realized on shares which constitute "taxable Canadian property" of a Dissenting Non-Resident Shareholder.

Any interest paid or credited to a Dissenting Non-Resident Shareholder will not be subject to Canadian withholding tax under the Tax Act.

The following discussion summarizes certain material U.S. federal income tax considerations applicable to U.S. Holders with respect to the receipt of New LAC Common Shares pursuant to the Arrangement and the ownership and disposition of New LAC Common Shares by such U.S. Holders. This section is general in nature and does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws and any applicable state, local or non-U.S. tax laws are not discussed.

This discussion only addresses persons that hold LAC Common Shares, and will hold New LAC Common Shares received in the Arrangement, as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income, or any tax consequences of (i) any dispositions of property, other than the New LAC Common Shares received in the Arrangement or (ii) any transactions occurring prior to or after the Arrangement. This discussion does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to particular holders of LAC Common Shares or New LAC Common Shares in light of their personal circumstances, or to any holders subject to special treatment under the U.S. Code, such as:

For purposes of this discussion, a "U.S. Holder" is a beneficial owner of LAC Common Shares or, after the completion of the Arrangement, New LAC Common Shares, which for U.S. federal income tax purposes is:

If a partnership, including for this purpose any arrangement or entity that is treated as a partnership for U.S. federal income tax purposes, holds LAC Common Shares or, after completion of the Arrangement, New LAC Common Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Holders that are partnerships for U.S. federal income tax purposes and the partners in such partnerships are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the Arrangement and the ownership and disposition of New LAC Common Shares.

This discussion is based on current provisions of the U.S. Code, the Treasury Regulations, judicial decisions, published positions of the IRS, and other applicable authorities, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. This discussion does not address all U.S. federal tax laws (such as estate or gift tax laws), nor does it address any aspects of U.S. state or local or non-U.S. taxation. The Company has applied for the U.S. Tax Ruling with the IRS on certain issues relating to the qualification of the Arrangement as tax-free under sections 368(a)(1)(D) and 355(a), and related provisions of the U.S. Code. The U.S. Tax Ruling is based on representations made to the IRS by the Company. If any of the facts, assumptions, representations, or undertakings described therein are incorrect or not otherwise satisfied, the IRS can retroactively revoke or modify the U.S. Tax Ruling. The U.S. Tax Ruling does not address all of the requirements for tax-free treatment associated with the Arrangement.

This discussion is for informational purposes only and is not tax advice. U.S. Holders of LAC Common Shares or, after the completion of the Arrangement, New LAC Common Shares are urged to consult their tax advisers regarding the U.S. federal income tax consequences to them of the Arrangement and the ownership and disposition of New LAC Common Shares in light of their particular circumstances, as well as any tax consequences of such matters arising under the U.S. federal tax laws other than those pertaining to income tax, including estate or gift tax laws, or under any state, local, or non-U.S. tax laws or any applicable income tax treaty.

The Arrangement will be effected under applicable provisions of Canadian corporate law, which are technically different from analogous provisions of U.S. corporate law. Therefore, the U.S. federal income tax consequences of certain aspects of the Arrangement are not certain.

In connection with the Arrangement, the Company has requested a U.S. Tax Ruling from the IRS, substantially to the effect that the Arrangement will qualify under sections 368(a)(1)(D) and 355(a) of the U.S. Code. The U.S. Tax Ruling relies on, among other things, certain facts and assumptions, as well as certain representations, statements, and undertakings of the Company and New LAC (including those relating to the past and future conduct of the Company and New LAC). If any of the representations, statements, or undertakings are, or become, inaccurate or incomplete, or if the Company or New LAC breach any of their respective covenants in the transaction documents, the U.S. Tax Ruling may be invalid and the Company may not be able to rely on the U.S. Tax Ruling. Thus, the IRS could assert that the Arrangement and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, the U.S. Holders could be subject to significant U.S. federal income tax liability as discussed below.

If the Arrangement qualifies under sections 368(a)(1)(D) and 355(a) of the U.S. Code, then for U.S. federal income tax purposes:

U.S. Holders of LAC Common Shares that have acquired different blocks of LAC Common Shares at different times or at different prices are urged to consult their own tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, New LAC Common Shares and LAC Common Shares.

In the event that the New LAC Common Shares that a U.S. Holder is deemed to receive pursuant to the Arrangement is treated as stock of a PFIC, the U.S. federal income tax treatment is not entirely clear. A U.S. Holder, however, can be treated as holding stock of a PFIC in periods prior to the Arrangement, and therefore may not be able to make a QEF Election for such stock and may be subject to the adverse U.S. tax treatment described below under "Certain United States Federal Income Tax Considerations - Tax Consequences of the Ownership and Disposition of New LAC Common Shares - PFIC Considerations". The Company has not and does not intend to seek a ruling from the IRS with respect to the classification of either the Company or New LAC as a PFIC for U.S. federal income tax purposes. Notwithstanding a submission by the Company of the U.S. Tax Ruling to the IRS for assessment and a grant of approval, the IRS could assert the classification of either the Company or New LAC as a PFIC for U.S. federal income tax purposes. If the IRS were successful in taking this position, the U.S. federal income tax consequences described in "Certain United States Federal Income Tax Considerations - Tax Consequences of the Ownership and Disposition of New LAC Common Shares - PFIC Considerations" below could subject U.S. Holders of LAC Common Shares to significant U.S. federal income tax liability as discussed below.

If the Arrangement is ultimately determined to not qualify under sections 368(a)(1)(D) and 355(a) of the U.S. Code, each U.S. Holder who receives New LAC Common Shares pursuant to the Arrangement may be treated as receiving a taxable distribution in an amount equal to the fair market value of the New LAC Common Shares that were distributed to such holder. Specifically, the full value of the New LAC Common Shares distributed to a U.S. Holder generally is treated first as a taxable dividend to the extent of the U.S. Holder's pro rata share of the Company's current and accumulated earnings and profits, then as a non-taxable return of capital to the extent of the U.S. Holder's basis in the LAC Common Shares, and finally as capital gain from the sale or exchange of the LAC Common Shares with respect to any remaining value. For a further discussion on the U.S. federal income tax treatment of distributions made with respect to shares in the Separation, and in accordance with the Arrangement, see "Material Income Tax Considerations - Tax Consequences of the Ownership and Disposition of New LAC Common Shares - Distributions on New LAC Common Shares".

Subject to the discussion below under "Certain United States Federal Income Tax Considerations - Tax Consequences of the Ownership and Disposition of New LAC Common Shares - PFIC Considerations", the gross amount of a distribution paid to a U.S. Holder with respect to New LAC Common Shares is included in the holder's gross income as a dividend to the extent paid out of the current or accumulated earnings and profits of New LAC, as determined under U.S. federal income tax principles. To the extent that the amount of a distribution exceeds the current and accumulated earnings and profits of New LAC, the excess is treated as a recovery of basis to the extent of the U.S. Holder's basis in New LAC Common Shares and then as capital gain. New LAC currently does not intend to calculate its earnings and profits under U.S. federal income tax principles. Thus, U.S. Holders should expect that distributions will be reported as dividends for U.S. federal income tax purposes.

Dividends received by individuals and certain other non-corporate U.S. Holders of New LAC Common Shares readily tradable on the NYSE generally are expected to be "qualified dividend income" subject to tax at preferential rates applicable to long-term capital gains, provided that such holders meet certain holding period and other requirements and New LAC is not treated as a PFIC for the taxable year in which the dividend is paid or for the preceding taxable year. Dividends on New LAC Common Shares generally are not expected to be eligible for the dividends-received deduction allowed to U.S. Holders that are treated as corporations for U.S. federal tax purposes.

All U.S. Holders are urged to consult their tax advisers regarding the application of the relevant rules in light of their particular circumstances.

Dividends paid by New LAC are generally expected to constitute foreign-source income for foreign tax credit limitation purposes. Accordingly, any Canadian federal withholding tax assessed on dividends received by U.S. Holders may, subject to certain limitations, be claimed as a foreign tax credit or as a deduction for U.S. federal income tax purposes. Notwithstanding the foregoing, the rules relating to foreign tax credits are complex, and the availability of a foreign tax credit depends on numerous factors.

All U.S. Holders are urged to consult their tax advisers regarding the availability of the foreign tax credit with respect to their particular circumstances.

Subject to the discussion below under "Certain United States Federal Income Tax Considerations - Tax Consequences of the Ownership and Disposition of New LAC Common Shares - PFIC Considerations", a U.S. Holder is expected to recognize taxable gain or loss upon the sale, exchange, or other taxable disposition of New LAC Common Shares equal to the difference, if any, between the amount realized for the New LAC Common Shares and the U.S. Holder's tax basis in the New LAC Common Shares. The amount realized equals the amount of cash, if any, plus the fair market value of any property received in exchange for the New LAC Common Shares. Any such capital gain or loss is expected to be long-term capital gain or loss if the U.S. Holder's holding period for the New LAC Common Shares exceeds one year at the time of the sale, exchange, or other taxable disposition. Gain or loss, as well as the holding period for the New LAC Common Shares, is determined separately for each block of New LAC Common Shares (that is, shares acquired at the same cost in a single transaction) sold or otherwise subject to a taxable disposition. Gain or loss recognized by a U.S. Holder generally is expected to be treated as U.S. source gain or loss for foreign tax credit limitation purposes. Long-term capital gains of non-corporate U.S. Holders, including individual U.S. Holders that have held their New LAC Common Shares for more than one year, currently are eligible for preferential tax rates. The deductibility of capital losses is subject to limitations.

Certain adverse U.S. federal income tax consequences generally apply to a U.S. Holder that owns stock of a non-U.S. corporation that is treated as a PFIC for any taxable year during the U.S. Holder's holding period for the stock. In general, a non-U.S. corporation will be a PFIC during a taxable year if (i) 75% or more of its gross income constitutes passive income or (ii) 50% or more of its assets produce, or are held for the production of, passive income. Passive income generally includes dividends, interest, rents, and royalties (other than rents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a "startup exception," a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the "startup year") if (1) no predecessor of the foreign corporation was a PFIC; (2) it is established to the IRS's satisfaction that the foreign corporation will not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign corporation is not in fact a PFIC for either of those years. For these purposes, a non-U.S. corporation that owns, directly or indirectly, at least 25% of the value of the stock of another corporation, or at least 25% of the value of the interests in a partnership, generally is treated as if it directly received its proportionate share of the income, and held its proportionate share of the assets, of the other corporation or partnership. The PFIC determination also depends on the application of complex U.S. federal income tax rules that are subject to differing interpretations. Thus, there can be no assurance that New LAC will not be classified as a PFIC for any taxable year, or that the IRS or a court will agree with New LAC's determination as to its PFIC status.

Based on its current and expected income, assets and activities, New LAC may be classified as a PFIC for the current taxable year or in the foreseeable future. If New LAC were a PFIC for any taxable year during a U.S. Holder's holding period for New LAC Common Shares, then the holder would be subject to special tax rules with respect to any "excess distribution" (as defined below) received by the holder, and any gain recognized by the U.S. Holder upon the sale or other disposition of the New LAC Common Shares would be subject to ordinary rates, unless the U.S. Holder were to make a valid QEF Election or Mark-to-Market Election (each as defined below). Distributions received by a U.S. Holder in a taxable year that exceed 125% of the average annual distributions received by the holder during the shorter of the three preceding taxable years or the holder's holding period for the New LAC Common Shares would be treated as "excess distributions." Under these special tax rules:

In addition, if New LAC were classified as a PFIC with respect to a U.S. Holder, to the extent any of New LAC's subsidiaries were also PFICs, the U.S. Holder might be deemed to own shares in any such lower-tier PFICs directly or indirectly owned by the New LAC in that proportion which the value of the New LAC Common Shares owned by the holder bears to the value of all of New LAC's outstanding shares, and the holder therefore might be subject to the adverse tax consequences described above with respect to the shares of such lower-tier PFICs deemed owned by the U.S. Holder.

Certain elections may be available to mitigate the adverse tax consequences of PFIC status described above. If a U.S. Holder were to elect to treat its interest in New LAC as a "qualified electing fund" (the "QEF Election") for the first year the holder were treated as holding such interest, then in lieu of the tax consequences described above, the holder would be required to include in income each year a portion of the ordinary earnings and net capital gains of New LAC, even if not distributed to the holder. A QEF Election must be made by a U.S. Holder on an entity-by-entity basis. However, a U.S. Holder may make a QEF Election with respect to New LAC Common Shares (or shares of any lower-tier PFIC) only if New LAC furnishes certain tax information to such holder annually, and there can be no assurance that such information will be provided.

In lieu of making a QEF Election, a U.S. Holder may avoid the unfavorable rules described above by making a "Mark-to-Market Election" with respect to the holder's New LAC Common Shares. The Mark-to-Market Election is available only for "marketable stock," which is stock regularly traded on certain qualified exchanges, including the NYSE. For these purposes, the New LAC Common Shares generally will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

There can be no assurance that trading in the New LAC Common Shares will be sufficiently regular for the shares to qualify as marketable stock. Moreover, New LAC does not expect the Mark-to-Market Election to be available with respect to any non-U.S. subsidiary of the New LAC classified as a PFIC. In general, if a U.S. Holder were to make a timely and effective Mark-to-Market Election, the holder would include as ordinary income each year the excess, if any, of the fair market value of the holder's New LAC Common Shares at the end of the taxable year over its adjusted basis in the New LAC Common Shares. Any gain recognized by the U.S. Holder on the sale or other disposition of New LAC Common Shares would be ordinary income, and any loss would be an ordinary loss to the extent of the net amount of previously included income as a result of the Mark-to-Market Election and, thereafter, a capital loss. The Mark-to-Market Election is not expected to be available with respect to shares of any lower-tier PFIC.

Subject to certain exceptions, a U.S. Holder who owns an interest in a PFIC generally is required to file an annual report on IRS Form 8621, and the failure to file such report could result in the imposition of penalties on the U.S. Holder and the extension of the statute of limitations with respect to federal income tax returns filed by the U.S. Holder.

All U.S. Holders are urged to consult their tax advisers regarding the application of the PFIC rules, including the foregoing filing requirements and the advisability of making any available election under the PFIC rules, with respect to their ownership and disposition of the New LAC Common Shares.

Following the Effective Date, Lithium Argentina will prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) an IRS Form 8937 with respect to the Arrangement. It is anticipated that information regarding the qualification of the Arrangement under sections 368(a)(1)(D) and 355(a) of the U.S. Code, including Lithium Argentina's estimate of the proportionate allocation of tax basis, will be made available on such IRS Form 8937 following the consummation of the Arrangement. Lithium Argentina's estimated allocation will not be binding on the IRS or on any U.S. Holder. U.S. Holders are urged to consult their own tax advisors regarding the information provided on IRS Form 8937, including regarding the allocation of their aggregate adjusted tax basis among, and their holding period of, LAC Common Shares and New LAC Common Shares.

A U.S. Holder may be subject to backup withholding with respect to the New LAC Common Shares deemed received pursuant to the Arrangement, dividends on New LAC Common Shares, and proceeds from the sale or other disposition of New LAC Common Shares, unless the holder (i) is a corporation or is otherwise exempt from backup withholding and demonstrates this fact when required or (ii) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding tax, and otherwise complies with the applicable requirements of the backup withholding tax rules. Backup withholding is not an additional tax, and it generally may be refunded or credited against a U.S. Holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders are required to report information relating to interests in "specified foreign financial assets" on IRS Form 8938. A U.S. Holder's interest in New LAC Common Shares may be subject to such reporting, subject to certain exceptions (including an exception for New LAC Common Shares held in accounts maintained by certain financial institutions). The failure to report such information could result in the imposition of penalties on the U.S. Holder and the extension of the statute of limitations with respect to U.S. federal income tax returns filed by the U.S. Holder.

All U.S. Holders are urged to consult their tax advisers regarding the effect, if any, of this reporting requirement on their ownership and disposition of New LAC Common Shares.

The Company currently operates through two distinct business units in its portfolio: the North American business unit is focused on advancing the Thacker Pass Project towards construction and owns the Company's North American investments, while the Argentina business unit is focused on advancing the Caucharí-Olaroz Project towards full production and pursuing regional growth through the development of the Pastos Grandes Project and the Sal de la Puna project.

For further information in respect of the Company prior to the Arrangement, see the following publicly filed documents of the Company, each of which is incorporated by reference in, and form part of, this Circular:

1. the annual information form of the Company dated March 31, 2023 for the year ended December 31, 2022;

2. the audited consolidated financial statements of the Company as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the independent auditor's report thereon;

3. the MD&A of the results of operations and financial condition of the Company for the year ended December 31, 2022;

4. the unaudited condensed consolidated interim financial statements of the Company as at and for the three months ended March 31, 2023;

5. the MD&A of the results of operations and financial condition of the Company as at and for the three months ended March 31, 2023;

6. the material change report of the Company dated February 7, 2023 relating to the announcement of the GM Transaction details and an update on the construction plan for the Thacker Pass Project and the results of the feasibility study and the filing of the technical report titled "Feasibility Study National Instrument 43-101 Technical Report for the Thacker Pass Project, Humboldt County, Nevada, USA" with an effective date of November 2, 2022;

7. the material change report of the Company dated February 7, 2023 relating to the announcement of the receipt by the Company of a favorable ruling on the Record of Decision issued for the Thacker Pass Project;

8. the material change report of the Company dated February 27, 2023 relating to the closing of Tranche 1 of the GM Transaction and the completion of the additional transactions contemplated to occur concurrently therewith, including the execution of the Offtake Agreement, the Investor Rights Agreement and the Tranche 2 Subscription Agreement, as well as issuance of the Tranche 2 AEWs; and

9. the material change report of the Company dated May 24, 2023 relating to the Board's unanimous approval of the Separation.

Any document of the type referred to in the preceding paragraph, any material change reports (excluding confidential reports), any unaudited interim financial statements for interim periods following March 31, 2023 (together with any management's discussion and analysis filed in connection therewith) and any business acquisition reports, in each case filed by the Company with a provincial securities commission or any similar authority in Canada after the date of this Circular and prior to the Effective Date (or if the Company announces that the Arrangement will not be completed, prior to the date of the Meeting), will be deemed to be incorporated by reference into this Circular. Copies of these documents may be obtained at www.sedar.com or upon request without charge by contacting the Company at 778-656-5820 or info@lithiumamericas.com.

Any statement contained in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein, or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular.

For further information concerning New LAC post-Arrangement, see Schedule "H" to this Circular.

For further information concerning Lithium Argentina post-Arrangement, see Schedule "M" to this Circular.

Additional information relating to Lithium Argentina is available on SEDAR at www.sedar.com.

The Company made a dual application with the British Columbia Securities Commission (the "BCSC"), as principal regulator, and the Ontario Securities Commission, as non-principal regulator, under National Policy 11-203 - Process for Exemptive Relief Applications in Multiple Jurisdictions for a decision that certain requirements in section 3.3 of National Instrument 52-107 - Acceptable Accounting Principles and Auditing Standards ("NI 52-107") that financial statements required by securities legislation to be audited in accordance with Canadian GAAS (as defined in NI 52-107) not apply to the Company with respect to the audited financial statements of New LAC and the audited carve-out financial statements for the North American Business included as Schedule "I" and Schedule "J" in this Circular; provided such audited financial statements satisfy the requirements in section 3.8 of NI 52-107 and are audited in accordance with U.S. PCAOB GAAS (as defined in NI 52-107). The BCSC issued a decision dated June 6, 2023 granting the relief requested, which in addition to applying to the securities legislation of British Columbia and Ontario, is also relied upon by the Company in connection with the equivalent provisions of the securities legislation of Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut.

Certain legal matters relating to the Arrangement are to be passed upon on behalf of the Company by Cassels Brock & Blackwell LLP (regarding Canadian corporate and securities law matters), McCarthy Tétrault LLP (regarding Canadian federal tax law matters), Dorsey & Whitney LLP (regarding U.S. federal securities law matters) and Weil, Gotshal & Manges LLP (regarding U.S. federal tax law matters). As of June 16, 2023, the partners and associates of each of Cassels Brock & Blackwell LLP, McCarthy Tétrault LLP and Weil, Gotshal & Manges LLP each beneficially owned, directly or indirectly, less than one percent of the outstanding securities of any class or series of LAC.

The Board retained BMO Capital Markets and Stifel GMP to prepare the Fairness Opinions, both of which state that, in the opinion of BMO Capital Markets and Stifel GMP, respectively, as of May 15, 2023, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The Fairness Opinions are subject to the assumptions, limitations and qualifications contained therein respectively and should be read in their entirety. Copies of the Fairness Opinions are contained in Schedule "D". As of June 16, 2023, the designated professionals of each of BMO Capital Markets and Stifel GMP each beneficially owned, directly or indirectly, less than one percent of the outstanding securities of any class or series of LAC.

The contents of this Circular and the sending thereof to the shareholders of the Company have been approved by the Board.

We refer to the fairness opinion dated May 15, 2023, which we prepared for the Board of Directors of Lithium Americas Corp. ("LAC") in connection with the arrangement involving the separation of LAC's North American and Argentinian business units into two independent public companies.

We hereby consent to the references in the management information circular of LAC dated June 16, 2023 (the "Circular") to our firm name and to our fairness opinion and the inclusion of our fairness opinion as Schedule "D" to the Circular and to the filing thereof with the applicable Canadian securities regulatory authorities.

Our fairness opinion was given as of May 15, 2023 and remains subject to the various factors, assumptions, qualifications and limitations set forth therein. In providing our consent, we do not intend that any person other than the Board of Directors of LAC shall be entitled to rely upon our fairness opinion.

1. The amended and restated arrangement agreement (the "Arrangement Agreement") dated June 14, 2023 between Lithium Americas Corp. ("LAC") and 1397468 B.C. Ltd. ("Spinco"), as it may be amended, modified or supplemented from time to time in accordance with its terms, attached as Schedule "C" to the notice of annual and special meeting and circular of LAC dated effective June 16, 2023 (the "Circular") and all transactions contemplated thereby are hereby confirmed, ratified and approved.

2. The arrangement (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia) substantially as set forth in the plan of arrangement (the "Plan of Arrangement"), as it may be amended, modified or supplemented from time to time in accordance with the Arrangement Agreement and its terms, attached as Appendix A to the Arrangement Agreement attached as Schedule "C" to the Circular is hereby authorized and approved.

3. The deferred share units of LAC following the completion of the Arrangement and the deferred share units of Spinco to be granted to holders of deferred share units of LAC ("LAC DSUs") in exchange for such DSUs, as provided in the Plan of Arrangement, are hereby approved.

4. The performance based restricted share rights of LAC following the completion of the Arrangement and the performance based restricted share rights of Spinco to be granted to holders of performance based restricted share rights of LAC ("LAC PSUs") in exchange for such LAC PSUs, as provided in the Plan of Arrangement, are hereby approved.

5. The restricted share rights of LAC following the completion of the Arrangement and the restricted share rights of Spinco to be granted to holders of restricted share rights of LAC ("LAC RSUs") in exchange for such LAC RSUs, as provided in the Plan of Arrangement, are hereby approved.

6. All of the transactions contemplated in the Arrangement Agreement and all the ancillary agreements contemplated therein, the actions of the directors of LAC in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of LAC in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto are hereby authorized, confirmed, ratified and approved.

7. LAC is hereby authorized to apply for a final order from the Supreme Court of British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented from time to time).

8. Notwithstanding that this special resolution has been passed by the shareholders of LAC or has received the approval of the Supreme Court of British Columbia, the board of directors of LAC may amend the Arrangement Agreement and the Plan of Arrangement to the extent permitted by the Arrangement Agreement and/or decide not to proceed with the Arrangement or revoke this special resolution at any time prior to the filing of the certified copy of the court order approving the Arrangement with the Registrar of Companies for British Columbia without further approval of the shareholders of LAC.

9. Any one director or officer of LAC is hereby authorized, for and on behalf of LAC, to execute and deliver, whether under the corporate seal of LAC or otherwise, all documents, filings and instruments and take all such other actions as may be necessary or desirable to implement this special resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, filings or instruments and the taking of any such actions.

1. Subject to the completion of the arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement") involving Lithium Americas Corp. ("LAC") and 1397468 B.C. Ltd. ("New LAC"), which will be re-named "Lithium Americas Corp." upon the completion of the Arrangement, as more particularly described in the notice of annual and special meeting and circular of LAC dated effective June 16, 2023 (the "Circular"), the equity incentive plan substantially in the form attached as Exhibit III to the Plan of Arrangement is hereby authorized, approved and ratified as the equity incentive plan for New LAC.

2. Any one director or officer of New LAC is hereby authorized, for and on behalf of New LAC, to execute and deliver, whether under the corporate seal of New LAC or otherwise, all documents, filings and instruments and take all such other actions as may be necessary or desirable to implement this ordinary resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, filings or instruments and the taking of any such actions.

This Amended and Restated Arrangement Agreement made as of the 14th day of June, 2023,

LITHIUM AMERICAS CORP., a corporation
existing under the laws of the Province of British Columbia,

1397468 B.C. LTD., a corporation existing
under the laws of the Province of 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;

AND WHEREAS the Parties hereto propose to carry out an Arrangement (as hereinafter defined) under the BCBCA (as hereinafter defined) substantially on the terms and subject to the conditions set forth in the Plan of Arrangement annexed hereto as Appendix A, whereby LAC will reorganize its share capital, the North American Business of LAC will be acquired by Spinco and a series of share exchanges and redemptions will take place as a result of which each shareholder of LAC will have the same percentage shareholding in each of LAC and Spinco immediately upon the completion of the Arrangement following the Effective Time (as hereinafter defined) on the Effective Date (as hereinafter defined);

AND WHEREAS the LAC Board of Directors has unanimously determined, after consultation with its legal and financial advisors and having received the Fairness Opinions (as hereinafter defined) in oral form, that the Arrangement is in the best interests of LAC and that the consideration to be received by the LAC Shareholders (as hereinafter defined) pursuant to the Arrangement is fair, from a financial point of view, to the LAC Shareholders;

AND WHEREAS the LAC Board of Directors has approved the transactions contemplated by this Agreement and unanimously determined to recommend approval of the Arrangement pursuant to the Plan of Arrangement (as hereinafter defined) to the LAC Shareholders;

AND WHEREAS in furtherance of the transactions contemplated by this Agreement and the Plan of Arrangement, the LAC Board of Directors has agreed to submit the Plan of Arrangement to the LAC Shareholders and the Court (as hereinafter defined) for approval in accordance with the terms and conditions of this Agreement;

AND WHEREAS all of the directors (who will stand for election at the next annual meeting) and senior officers of LAC have entered into voting support agreements pursuant to which such individuals have irrevocably agreed to, among other things, support the Arrangement and vote their Common Shares (as hereinafter defined) in favour of the transactions contemplated herein;

AND WHEREAS in addition to a voting support agreement, it is proposed that Ganfeng (as hereinafter defined) will enter into the Ganfeng Lock-up (as hereinafter defined) pursuant to which it will agree to, among other things, (i) not acquire any Common Shares or transfer such shares prior to the Effective Time, (ii) not transfer any Common Shares or Spinco Common Shares issuable to Ganfeng pursuant to the Arrangement from and after the date of the Ganfeng Lock-up and for a period of time following the Effective Date, except as expressly permitted by the Ganfeng Lock-up, and (iii) abide by the other restrictions and covenants set forth in such agreement;

AND WHEREAS GM (as hereinafter defined) has entered into the Investor Rights Agreement pursuant to which it has agreed to, among other things, (i) vote or cause to be voted its Common Shares in favour of the Arrangement, (ii) certain restrictions on the acquisition of securities of LAC, (iii) certain restrictions on the disposition of securities of LAC and on the disposition of securities of Spinco, and (iv) abide by the other restrictions and covenants set forth in such agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

In this Agreement, other than Appendix A, unless there is something in the subject matter or context inconsistent therewith, the following terms have the following meanings and grammatical variations of those terms have the corresponding meanings:

"Affiliate" has the meaning given to that term in the BCBCA; provided, however, that, for all purposes hereunder (and whether for or in respect of a period prior to, at or after the Effective Time), the determination of whether a Person is an "Affiliate" is to be made immediately after giving effect to the Arrangement.

"Agreement" means this amended and restated arrangement agreement, including all schedules and appendices attached hereto, as may be amended, modified and/or supplemented from time to time in accordance with its terms.

"Applicable Law" means, with respect to any Person, any domestic or foreign federal, national, state, provincial or local law (statutory, common or otherwise), statute, constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, bylaw, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or its business, undertaking, property or securities and, to the extent they have the force of law, policies, guidelines, notices and protocols of any Governmental Authority, unless expressly specified otherwise.

"Argentinian Business" means, except as specified below, all of the businesses carried on by LAC and its Affiliates, including its interests and business operations in the Caucharí-Olaroz Project, the Pastos Grandes Project and the Sal de la Puna project, its interest in Exar Capital B.V., 2265866 Ontario Inc., Millennial Lithium Corp, and Arena Minerals Inc., and the subsidiaries thereof, and further including all the assets and liabilities pertaining to the foregoing or otherwise held by any of them immediately prior to the Effective Time (including workforce and working capital); provided, however, that the term "Argentinian Business" shall not include the North American Business or any portion thereof.

"Arrangement" means the arrangement of LAC under section 288 of the BCBCA, on the terms and subject to the conditions set forth in the Plan of Arrangement.

"Arrangement Equity Awards" mean Arrangement Deferred Share Units and Arrangement Restricted Share Rights as such terms are defined in the LAC Equity Incentive Plan and the Spinco Equity Incentive Plan, as applicable.

"Arrangement Resolution" means the special resolution of the LAC Shareholders approving the Arrangement to be considered at the Meeting as required by the BCBCA and the Interim Order, substantially in the form and content attached as Appendix B hereto.

"Business Day" means any day other than a Saturday, Sunday or any other day on which major banks are closed for business in the City of Vancouver, British Columbia.

"Circular" means the notice of Meeting and accompanying management information circular of LAC, including all schedules, appendices and exhibits thereto and all information incorporated by reference therein, to be sent to LAC Shareholders in connection with the Meeting, as amended, modified and/or supplemented from time to time in accordance with this Agreement.

"Claim" means any act, omission or state of facts, or any demand, action, suit, proceeding, claim, assessment, judgment, settlement or other compromise relating thereto, which may give rise to a right of indemnification under Article 6.

"Common Shares" means the common shares without par value of LAC as constituted immediately before the First LAC Share Exchange (as such term is defined in the Plan of Arrangement) and as constituted immediately after the Second LAC Share Exchange (as such term is defined in the Plan of Arrangement), as the context requires.

"Confidential Information" means all data, documents and other information regarding the assets, liabilities, business or operations, or financial or tax affairs, of a Party (including information transmitted in written, electronic, magnetic or other form, information transmitted orally and information gathered by a Party through visual inspections or observation or by any other means) which information, by its nature, or by the nature of the circumstances surrounding its disclosure, ought in good faith to be treated as confidential (including the confidential information of third parties), whether or not such information is explicitly designated as being confidential; provided, however, that, for purposes of this Agreement, the term "Confidential Information" shall not include Industry Know-How.

"Convertible Notes" means the U.S.$258,750,000 aggregate principal amount of convertible senior notes of LAC which are unsecured, bear interest at a rate of 1.75% per annum, payable semi-annually in arrears, and mature on January 15, 2027.

"Court" means the Supreme Court of British Columbia and any applicable appellate court of competent jurisdiction.

"Direct Claim" means any claim by an Indemnified Person against an Indemnifier which does not result from a Third Party Claim.

"Disclosing Party" has the meaning ascribed thereto in Section 8.9(d) of this Agreement.

"Dispute Notice" has the meaning ascribed thereto in Section 6.3(a) of this Agreement.

"Dissent Rights" has the meaning ascribed thereto in the Plan of Arrangement.

"Dissenting Shareholder" means a registered holder of Common Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights prior to the Effective Date, but only in respect of such Common Shares for which Dissent Rights are validly exercised and not withdrawn or deemed to have been withdrawn by such registered holder of Common Shares.

"Distribution Securities" has the meaning ascribed thereto in Section 2.9 of this Agreement.

"Effective Date" means the third Business Day after the date upon which the Parties have confirmed in writing (such confirmation not to be unreasonably withheld or delayed) that all conditions to the completion of the Plan of Arrangement have been satisfied or waived in accordance with this Agreement and all documents and instruments required under this Agreement, the Plan of Arrangement and the Final Order have been delivered.

"Effective Time" means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Fairness Opinion(s)" means (i) the opinion of Stifel Nicolaus Canada Inc. and (ii) the opinion of BMO Nesbitt Burns Inc. each addressed to the Board to the effect that, as of the date of each such opinion, subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by LAC Shareholders pursuant to the Arrangement is fair, from a financial point-of-view, to the LAC Shareholders.

"Final Order" means the final order of the Court to be made pursuant to section 291 of the BCBCA in form and substance acceptable to LAC, acting reasonably, approving the Arrangement, as such order may be varied, amended or supplemented by the Court with the consent of LAC, acting reasonably, at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or varied, amended or supplemented on appeal.

"Ganfeng" means GFL International Co., Limited. and includes its successors and permitted assigns.

"Ganfeng Lock-Up" means the lock-up agreement to be entered into among LAC, Spinco and Ganfeng, providing for, among other things, the lock-up of the Common Shares and Spinco Common Shares held by or to be issued to Ganfeng pursuant to the Arrangement, on the terms and subject to the conditions set forth in such agreement.

"GM" means General Motors Holdings LLC, and includes its successors and permitted assigns.

"GM Transaction Resolutions" has the meaning ascribed to such term in the Master Purchase Agreement.

"GM Warrants" means the 11,890,848 warrants of LAC, with each whole warrant being exercisable to purchase one (1) Common Share pursuant to the terms of the GM Warrant Certificate.

"GM Warrant Certificate" the warrant certificate between LAC and GM in the form attached to the Master Purchase Agreement representing the GM Warrants.

"Indemnified Person" means each Person entitled to indemnification pursuant to Article 6.

"lndemnifier" means any Party who is obligated to provide indemnification under Article 6.

"Indemnity Payment" means any amount required to be paid by an Indemnifier to an Indemnified Person pursuant to Article 6.

"Industry Know-How" means (i) any information available to a member of the general public in any form or format; and (ii) any information, knowledge, education, training or experience of individuals who have had access to the Restricted Information or the Shared Information that would be known to any individual skilled in the art (namely, an individual who understands as a practical matter the problem to be overcome, how different devices or methods may work, and the likely effect of using them) who has not had access to the Restricted Information or the Shared Information, as the case may be.

"Intended U.S. Tax Treatment" has the meaning ascribed thereto in Section 2.10 of this Agreement.

"Interim Order" means the interim order of the Court in respect of the Arrangement and providing for, among other things, the calling and holding of the Meeting, in form and substance acceptable to LAC, acting reasonably, as such order may be varied, amended or supplemented by the Court with the consent of LAC, acting reasonably.

"Investor Rights Agreement" means the investor rights agreement between LAC and GM dated February 16, 2023.

"Judgment Conversion Date" has the meaning ascribed thereto in Section 6.10(a)(ii) of this Agreement.

"Judgment Currency" has the meaning ascribed thereto in Section 6.10(a) of this Agreement.

"LAC" has the meaning ascribed thereto in the preamble to this Agreement, and includes its successors and permitted assigns.

"LAC Class A Common Shares" means the Class A voting common shares without par value of LAC having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement.

"LAC Equity Incentive Plan" means LAC's second amended and restated equity incentive plan dated May 15, 2023, as amended.

"LAC Information" means any Confidential Information that relates solely to the Argentinian Business or LAC, or any other Person that operates a portion of such business, and prior to the Effective Date, the Thacker Pass Co Information.

"LAC Preference Shares" means the preference shares without par value of LAC having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement.

"LAC Shareholders" means all Persons holding Common Shares, whether registered or beneficial (unless otherwise specified) at the applicable time and "LAC Shareholder" means any one of them.

"Lithium Argentina Equity Awards" means, collectively, Lithium Argentina RSUs, Lithium Argentina PSUs and Lithium Argentina DSUs, as such terms are defined in the Plan of Arrangement.

"Loss" means any loss, liability, damage, cost, expense, charge, fine, penalty or assessment of whatever nature or kind, including Taxes, the reasonable out-of-pocket costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise relating thereto, fines and penalties and reasonable legal fees (on a solicitor and its own client basis) and expenses incurred in connection therewith, excluding loss of profits and consequential damages.

"Master Purchase Agreement" means the master purchase agreement between LAC and GM dated January 30, 2023.

"Material Fact" has the meaning given to that term in the Securities Act (British Columbia), provided that, with respect to any documents filed or furnished by LAC or Spinco with or to the SEC, "Material Fact" includes a fact that is "material", where "material has the meaning set out in the U.S. Exchange Act.

"Meeting" means the annual and special meeting of LAC Shareholders, including any adjournments or postponements thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider and to vote on, inter alia, the Arrangement Resolution, the GM Transaction Resolutions and for any other purposes as may be set out in the Circular and consented to by LAC in accordance with the terms of this Agreement.

"Meeting Materials" means the Circular and the accompanying form of proxy and/or voting instruction form to be sent to LAC Shareholders in respect of the Meeting.

"Misrepresentation" means an untrue statement of a Material Fact or an omission to state a Material Fact that is required to be stated or that is necessary to make a statement not misleading in the light of circumstances in which it was made.

"North American Business" means all of the businesses carried on by Thacker Pass Co and its Affiliates with respect to the exploration and development of the Thacker Pass Project and includes all the assets and liabilities pertaining to the foregoing or otherwise held by any of them immediately prior to the Effective Time (including workforce and working capital) and LAC's interest in Green Technology Metals Limited and Ascend Elements, Inc.

"Notice of Articles" has the meaning ascribed thereto in the Plan of Arrangement.

"Notice Period" has the meaning ascribed thereto in Section 6.3(a) of this Agreement.

"Offtake Agreement" means the offtake agreement between LAC and GM dated February 16, 2023.

"Old LAC Equity Awards" means, collectively, the Old LAC DSUs, Old LAC PSUs and Old LAC RSUs, as such terms are defined in the Plan of Arrangement.

"Party" means a party to this Agreement and "Parties" means all of the parties to this Agreement.

"Plan of Arrangement" means the plan of arrangement under section 288 of the BCBCA, including all exhibits attached thereto, substantially in the form and content attached as Appendix A hereto, as may be amended, modified and/or supplemented in accordance with this Agreement, the terms thereof, or at the direction of the Court in the Final Order (with the consent of LAC, acting reasonably).

"Prime Rate" means, at any particular time, the annual floating rate of interest established, quoted or announced from time to time by the Bank of Montreal, Main Branch, in the City of Vancouver, British Columbia (the "Bank") (and reported to the Bank of Canada), as its reference rate of interest payable by its borrowers on Canadian dollar commercial loans made by the Bank to such borrowers in Canada and designated as its "prime rate".

"Recovery" has the meaning ascribed thereto in Section 6.7 of this Agreement.

"Representatives" means, with respect to a Party, collectively, its Affiliates and subsidiaries and its and their directors, officers, employees, consultants and agents at any time and its and their respective heirs, executors, administrators and other legal representatives.

"Restricted Information" means, with respect to LAC, the LAC Information and, with respect to Spinco, from and after the Effective Date, the Thacker Pass Co Information and, for greater certainty, shall include any Restricted Information of a Party provided to the other Party pursuant to Section 8.3 or any other provision of this Agreement or the transactions or other agreements contemplated herein.

"Separated Business" means, with respect to LAC, the Argentinian Businesses and, with respect to Spinco, the North American Business.

"Shared Information" means any Confidential Information, except for LAC Information and Thacker Pass Co Information, that has been shared or has been exchanged between LAC and Spinco (or their respective Affiliates) at or prior to the Effective Time.

"Spinco" has the meaning ascribed thereto in the preamble to this Agreement, and includes its successors and permitted assigns.

"Spinco Common Shares" means the common shares without par value of Spinco as constituted immediately before the Effective Time.

"Spinco Equity Awards" means, collectively, the Spinco RSUs, Spinco PSUs and Spinco DSUs, as such terms are defined in the Plan of Arrangement.

"Spinco Equity Incentive Plan" means Spinco's equity incentive plan set out in Exhibit III to the Plan of Arrangement.

"Spinco Preference Shares" means the preference shares without par value of Spinco as constituted immediately before the Effective Time.

"Subsidiary" has the meaning given to that term in the BCBCA; provided, however, that, for all purposes hereunder (and whether for or in respect of a period prior to, at or after the Effective Time), the determination of whether a Person is a "Subsidiary" is to be made immediately after giving effect to the Arrangement.

"Taxes" means all income taxes, capital taxes, stamp taxes, charges to tax, withholdings, sales and use taxes, value added taxes, goods and services taxes, and all penalties, interest and other payments thereon or in respect thereof, including a payment under the Tax Act, the U.S. Code, or any other federal, provincial, territorial, state, municipal, local or foreign tax law, in each case, as amended.

"Tax Gross-Up" means, with respect to any particular Indemnity Payment, such additional amount as is necessary to place the Indemnified Person in the same after tax position as it would have been in had such Indemnity Payment been received tax free. The Tax Gross-Up amount will be calculated by using the applicable combined federal and provincial income tax rate and/or the foreign tax rate applicable to the Indemnified Person and, except as provided in Section 6.8, without regard to any losses, credits, refunds or deductions that the Indemnified Person may have that could affect the amount of tax payable on any such Indemnity Payment.

"Tax Indemnity and Cooperation Agreement" means the tax co-operation and indemnification agreement to be made between LAC and Spinco, in the form and content and on terms and conditions to be agreed upon by the Parties.

"Tax Rulings" means the advance income tax rulings and opinions from each of the CRA (with respect to such tax ruling, the "Canadian Tax Ruling") and the IRS (with respect to such tax ruling, the "U.S. Tax Ruling"), in the form requested in the applications made on behalf of LAC (collectively, the "Tax Ruling Applications"), as the same may be amended, modified and/or supplemented from time to time at the request of the CRA or the IRS, as applicable, or at the request of LAC, in each case, confirming the applicable Canadian and U.S. federal income tax consequences of the spin-off by LAC of the North American Business under the Arrangement and certain other transactions.

"Thacker Pass Co" means 1339480 B.C. Ltd., and includes its successors and permitted assigns.

"Thacker Pass Co Information" means any Confidential Information that relates solely to the North American Business or Thacker Pass Co, or any other Person that operates a portion of such business.

"Thacker Pass Co Shares" means common shares without par value in the capital of Thacker Pass Co.

"Thacker Pass Project" means LAC's lithium project property located in Humboldt County, Nevada as described in the technical report titled "Feasibility Study National Instrument 43-101 Technical Report for the Thacker Pass Project, Humboldt County, Nevada, USA" with an effective date of November 2, 2022 filed by LAC at www.sedar.com.

"Third Party Beneficiaries" has the meaning ascribed thereto in Section 8.12 of this Agreement.

"Third Party Claims" means any claim asserted against an Indemnified Person that is paid or payable to or claimed by any Person who is not a Party.

"Tranche 2 Subscription Agreement" has the meaning ascribed to such term in the Master Purchase Agreement.

"Transaction Costs" means all fees, costs and expenses incurred directly in connection with the Arrangement, including financing fees, advisory and other professional expenses, printing and mailing costs associated with the Meeting Materials and any payments made to Dissenting Shareholders, but specifically excludes fees, costs, expenses and payment obligations incurred in connection with an obligation to indemnify in Article 6.

"Transaction Personal information" has the meaning ascribed thereto in Section 8.14 of this Agreement.

"Transitional Services Agreement" means the transitional services agreement to be made between LAC and Spinco, providing for the provision of certain transitional services and facilities between the Parties, which agreement is to be in the form and content and on terms and conditions to be agreed upon by the Parties.

"Treasury Regulations" means the final, temporary or proposed U.S. federal income tax regulations promulgated under the U.S. Code, as such tax regulations may be amended from time to time.

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934.

The division of this Agreement into Articles, Sections, and other portions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article", "Section" and "Appendix" followed by a number and/or a letter refer to the specified Article or Section of or Appendix to this Agreement. The terms "hereof", "herein" and "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section, Appendix or other portion hereof.

In this Agreement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, including the neuter gender, and (c) the words "include", "includes" and "including" will be deemed to be followed by the words "without limitation" and the words "the aggregate of", "the total of", "the sum of" or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of".

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and "$" refers to Canadian dollars. In the event that any amounts are required to be converted from a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent closing exchange rate of the Bank of Canada available before the relevant calculation date.

If the date on which any action is required or permitted to be taken hereunder by a Person is not a Business Day, such action will be required or permitted to be taken on the next succeeding day which is a Business Day. Unless otherwise specified, a period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day.

(a) In this Agreement, references to days means calendar days, unless otherwise specified.

(b) In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any law, statute, regulation, direction, code or instrument is to that law, statute, regulation, direction, code or instrument as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in the case of a reference to a law, statute or code, includes any regulations, rules, policies or directions made thereunder. Any reference in this Agreement to a Person includes its heirs, administrators, executors, legal personal representatives, predecessors, successors and permitted assigns. References to any agreement, contract or document are to that agreement, contract or document as amended, modified or supplemented from time to time in accordance with its terms.

Time will be of the essence in every matter or action contemplated hereunder. All times expressed herein are to local Vancouver, British Columbia time, unless otherwise specified.

The following Appendices are attached to this Agreement and form an integral part hereof:

(a) Each of the Parties hereby agrees that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

(b) Following the execution of this Agreement, LAC will, at a time to be determined exclusively by LAC, file, proceed with and diligently prosecute an application pursuant to Part 9, Division 5 of the BCBCA for the Interim Order as contemplated in Section 2.3.

(c) After obtaining the Interim Order, LAC will, at a time to be determined exclusively by LAC, convene and hold the Meeting for the purpose of considering, inter alia, the Arrangement Resolution.

(d) If the Interim Order and the approval of the LAC Shareholders as set out in the Interim Order are obtained, LAC will, at a time to be determined exclusively by LAC, thereafter take all commercially reasonable steps necessary or desirable to submit the Arrangement to the Court and apply for the Final Order and, to the extent within its power and is commercially reasonable, carry out the terms of the Interim Order.

(e) Subject to (i) obtaining the Final Order and (ii) the satisfaction (or waiver, if applicable) of the other conditions herein contained in favour of each of the Parties, LAC will, at a time to be determined exclusively by LAC, file, pursuant to the BCBCA, the Arrangement Filings to give effect to the Arrangement and implement the Plan of Arrangement.

The Arrangement will become effective on the Effective Date and the steps to be carried out pursuant to the Arrangement will become effective commencing at the Effective Time and in the order set out therein.

The petition for the application referred to in Section 2.1(b) will request that the Interim Order provide, among other things:

(a) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;

(b) confirmation of the record date for the purposes of determining the LAC Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order;

(c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution;

(d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the LAC Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions);

(e) for the grant of Dissent Rights only as provided in Section 3.1 of the Plan of Arrangement;

(f) that, subject to the discretion of the Court, the Meeting may be held as an electronic-only or partially electronic Meeting and that LAC Shareholders that participate in the Meeting by electronic means will be deemed to be present at the Meeting, including for purposes of establishing quorum;

(g) that, if an electronic-only Meeting is held with the approval of the Court, such Meeting will be deemed to be held at the location of LAC's registered office;

(h) that the Meeting may be adjourned or postponed from time to time by LAC, in accordance with the terms of this Agreement, without the need for additional approval of the Court;

(i) that the Parties intend to rely upon the exemption provided by section 3(a)(10) of the U.S. Securities Act, as contemplated under Section 2.9 hereof, subject to and conditioned on the Court's determination that the Arrangement is substantively and procedurally fair to the LAC securityholders who are entitled to receive Distribution Securities pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the LAC Shareholders and the holders of Old LAC Equity Awards;

(j) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(k) that each LAC Shareholder, holder of Old LAC Equity Awards and any other affected Person will have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order;

(l) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the Articles and Notice of Articles of LAC and the Interim Order; and

At a time to be determined exclusively by LAC, LAC will prepare and will print and make available, directly or indirectly, copies of the Meeting Materials (and any necessary amendments, modifications or supplements to the Circular), together with any other documents required by Applicable Laws in connection with the Meeting, to all holders of LAC Common Shares and holders of other securities of LAC, if applicable, as required by the Interim Order and in accordance with Applicable Laws. Spinco will cooperate with LAC in all aspects of the preparation of the Circular, and any amendments, modifications or supplements thereto. LAC will cause the Meeting Materials and other documentation required in connection with the Meeting to be sent to each holder of Common Shares and filed as required by the Interim Order and Applicable Laws. Each Party will cause the Circular to be prepared and delivered in compliance, in all material respects, with the Interim Order and Applicable Laws, and provide the LAC Shareholders with sufficient information to permit the LAC Shareholders to form a reasoned judgment concerning the matters to be placed before the Meeting. The Parties will ensure the Circular does not, at the time of its mailing, contain any Misrepresentation and each Party will promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation or otherwise requires an amendment, modification or supplement, in which case Spinco will cooperate with LAC in the preparation of any such amendment, modification or supplement as LAC may require or request. LAC may, in its sole discretion elect to send Meeting Materials in accordance with section 9.1 of National Instrument 51-102 Continuous Disclosure Obligations or alternatively use "Notice and Access" as contemplated by section 9.1.1 of such instrument.

Spinco will cooperate with and assist LAC in, and hereby consents to LAC, seeking the Interim Order and the Final Order, including by providing LAC on a timely basis with any information as reasonably requested by LAC or as required by Applicable Law to be supplied by Spinco in connection therewith. Without limiting the foregoing, unless otherwise required or requested by LAC, in its exclusive determination, the Parties will: (i) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (ii) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement; (iii) if at any time after the issuance of the Final Order and prior to the Effective Date, LAC is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, to do so in cooperation with LAC; and (iv) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to amend, modify or supplement any material so filed or served, except as contemplated by this Agreement or with LAC's prior written consent, in its exclusive determination.

Forthwith upon completion of the Arrangement, the Parties agree to complete the following matters:

Notwithstanding any other provision of this Agreement, or the adoption of the Arrangement Resolution by the LAC Shareholders, the obligations of LAC under this Article 2 and elsewhere in this Agreement are subject to:

(a) LAC's sole and absolute right to determine whether to proceed with the Arrangement and to determine the timing of the completion of the Arrangement, or any prior condition thereto;

(b) LAC's sole and absolute right to terminate this Agreement pursuant to Section 7.2; and

(c) LAC's sole and absolute right to amend this Agreement, the Plan of Arrangement or the Tax Rulings, as applicable, pursuant to Section 7.1.

The Board will have the authority to revoke the Arrangement Resolution at any time prior to the Effective Time without notice to or the further approval of the LAC Shareholders, Spinco or any other Person and without liability to any Person.

(a) LAC will continue to be solely responsible for the Convertible Notes and such notes will be adjusted in accordance with their terms and be convertible solely into Common Shares;

(b) if the GM Warrants have not been exercised prior to the Effective Time, on or prior to the Effective Time, LAC will cause the holder of the GM Warrant Certificate to exercise the GM Warrant Certificate to acquire one (1) Common Share as contemplated by the GM Warrant Certificate; and

(c) provided the closing contemplated under the Tranche 2 Subscription Agreement has not occurred, on or prior to the Effective Time, LAC will cause the counterparty to the Tranche 2 Subscription Agreement to subscribe for one (1) Common Share at its then current market price as contemplated by the Tranche 2 Subscription Agreement.

The Parties agree that the Arrangement will be carried out with the intention that the Common Shares, LAC Class A Common Shares, LAC Preference Shares, Spinco Common Shares, Lithium Argentina Equity Awards and Spinco Equity Awards (collectively, the "Distribution Securities") issued as part or upon completion of the Arrangement to LAC Shareholders and other securityholders will be issued by LAC and Spinco in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof. In order to ensure the availability of the exemption under section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement to the Persons receiving Distribution Securities pursuant to the Arrangement;

(b) prior to the hearing required to approve the Arrangement, the Court will be advised as to the intention of the Parties to rely on the exemption under section 3(a)(10) of the U.S. Securities Act;

(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the LAC Shareholders and other LAC securityholders entitled to receive Distribution Securities;

(d) LAC will ensure that each Person entitled to receive Distribution Securities as part or upon completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(e) the Person entitled to receive Distribution Securities as part or upon completion of the Arrangement will be advised that the Distribution Securities issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act;

(f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement are approved by the Court as being fair, substantively and procedurally, to the LAC Shareholders and other LAC securityholders entitled to receive Distribution Securities;

(g) the hearing of the Court to give approval of the Arrangement will be open to any LAC securityholders entitled to receive Distribution Securities and there will not be any improper impediments to the appearance by those securityholders at the hearing;

(h) the Interim Order approving the Meeting will specify that each LAC Shareholder and other LAC securityholders entitled to receive Distribution Securities will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Person enters an appearance within a reasonable time and in accordance with the requirements of section 3(a)(10) under the U.S. Securities Act; and

(i) the Final Order will include a statement substantially to the following effect:

"This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the issuance of Distribution Securities pursuant to the Plan of Arrangement."

The Parties hereto agree that, for U.S. federal income tax purposes, certain of the transactions pursuant to the Arrangement will be treated as an integrated series of steps constituting a reorganization within the meaning of section 368 of the U.S. Code and a distribution by LAC of the stock of SpinCo (constituting "control" of SpinCo, within the meaning of section 368(c) of the U.S. Code) that, together with the other members of the SpinCo "separate affiliated group" (within the meaning of section 355(b)(3) of the U.S. Code), conducts the North American Business, to which section 355(a) of the U.S. Code applies (the "Intended U.S. Tax Treatment"), and that this Agreement is intended to be, and is hereby adopted as, a "plan of reorganization" within the meaning of Treasury Regulations section 1.368-2(g). No Party hereto nor any of their respective Affiliates will take any position for U.S. federal, state, local or non-U.S. income or franchise tax purposes, or any other tax reporting position, which is inconsistent with the foregoing unless required to do so by Applicable Law.

LAC represents and warrants to Spinco as follows and acknowledges that Spinco is relying on such representations and warranties in connection with entering into, and the performance of its obligations under, this Agreement and consummating the Arrangement:

(a) LAC is validly existing and in good standing under the laws of the Province of British Columbia, has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned, leased and conducted, and is duly registered or otherwise qualified as a corporation to do business in each jurisdiction in which the nature of its business makes such registration or qualification necessary and where the failure to be so qualified would have a Material Adverse Effect on LAC;

(b) LAC has the requisite corporate power and authority to enter into this Agreement and, subject to obtaining the required LAC Shareholder approval of the Arrangement, to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by LAC and is a legal, valid and binding obligation of LAC, enforceable against LAC by Spinco in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting the rights of creditors generally and the availability of equitable remedies and the enforceability of any limitations of liability or other exculpatory provisions or indemnities that purport to limit or exculpate a Party from or indemnify such Party for, liabilities imposed by Applicable Law on such Party;

(c) except as disclosed to Spinco or except as would not reasonably be expected to have a Material Adverse Effect on LAC and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by LAC and the consummation of the Arrangement will not:

(i) result in the breach or violation of any of the provisions of, or constitute a default under, or contravene or cause the acceleration of any obligation of LAC or its Affiliates under:

(A) any provision of the constating documents, Articles, Notice of Articles or resolutions of the board of directors (or any committee thereof) or LAC Shareholders;

(B) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon LAC or its Affiliates or their respective properties and assets;

(C) any licence, permit, approval, consent or authorization held by LAC or its Affiliates, as applicable, that is necessary to the operation of their business;

(E) any other contract, agreement or instrument that is material to LAC or its Affiliates, considered as a whole, or their business; or

(ii) give rise to any right of termination or acceleration of any third party indebtedness of LAC or its Affiliates, or cause any such indebtedness to come due before its stated maturity; and

(d) except as disclosed to Spinco or as contemplated in this Agreement, the Interim Order or the Final Order, there is no requirement for LAC to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the Arrangement where failure to comply would reasonably be expected to have a Material Adverse Effect on LAC.

3.2 Representations and Warranties of LAC with Respect to Thacker Pass Co

(a) Thacker Pass Co and each of its subsidiaries is validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable, has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned, leased and conducted, and is duly registered or otherwise qualified as a corporation or other entity to do business in each jurisdiction in which the nature of its business makes such qualification necessary and where the failure to be so qualified would have a Material Adverse Effect on Thacker Pass Co;

(b) except as disclosed to Spinco or except as would not reasonably be expected to have a Material Adverse Effect on Thacker Pass Co and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by LAC and the consummation of the Arrangement will not:

(i) result in the breach or violation of any of the provisions of, or constitute a default under, or contravene or cause the acceleration of any obligation of Thacker Pass Co or its Affiliates under:

(A) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or the sole shareholder of Thacker Pass Co;

(B) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Thacker Pass Co or its Affiliates or their respective properties and assets;

(C) any licence, permit, approval, consent or authorization held by Thacker Pass Co or its Affiliates, as applicable, that is necessary to the operation of their business;

(D) any Applicable Law in respect of Thacker Pass Co or any of its Affiliates; or

(E) any other contract, agreement or instrument that is material to Thacker Pass Co or its Affiliates, considered as a whole, or their business; or

(ii) give rise to any right of termination or acceleration of any third party indebtedness of Thacker Pass Co or its Affiliates, or cause any such indebtedness to come due before its stated maturity;

(c) the authorized capital of Thacker Pass Co consists of an unlimited number of Thacker Pass Co Shares, of which, as of the date hereof, all Thacker Pass Co Shares issued and outstanding are held by LAC;

(d) all outstanding Thacker Pass Co Shares have been duly authorized and validly issued, as fully paid and non-assessable shares of Thacker Pass Co and all outstanding Thacker Pass Co Shares have been issued or granted in material compliance with all Applicable Laws;

(e) no Person holds any securities convertible into Thacker Pass Co Shares or any other shares of Thacker Pass Co or has any agreement, warrant, option or any other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any unissued shares of Thacker Pass Co, other than as contemplated by this Agreement; and

(f) except as disclosed to Spinco or as contemplated in this Agreement, the Interim Order or the Final Order, there is no requirement for Thacker Pass Co to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the Arrangement where failure to comply would reasonably be expected to have a Material Adverse Effect on Thacker Pass Co.

Spinco represents and warrants to LAC as follows and acknowledges that LAC is relying on such representations and warranties in connection with entering into, and the performance of its obligations under, this Agreement and consummating the Arrangement:

(a) Spinco is validly existing and in good standing under the laws of the Province of British Columbia has all requisite power and authority to acquire, own, lease and operate the North American Business to be acquired pursuant to the Arrangement;

(b) Spinco has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting the rights of creditors generally and the availability of equitable remedies and the enforceability of any limitations of liability or other exculpatory provisions or indemnities that purport to limit or exculpate a Party from or indemnify such Party for, liabilities imposed by Applicable Law on such Party;

(c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under:

(i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco;

(ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or

(d) the authorized capital of Spinco consists of an unlimited number of Spinco Common Shares and an unlimited number of Spinco Preference Shares, and no shares in the capital stock of Spinco have been issued and none will be issued until the Effective Time;

(e) no person holds any securities convertible into Spinco Common Shares, Spinco Preference Shares or any other shares of Spinco or has any agreement, warrant, option or any other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any unissued shares of Spinco, other than as contemplated by this Agreement; and

(f) Spinco has no assets and no liabilities and it has carried on no business other than relating to and contemplated by this Agreement, the Plan of Arrangement or the Tax Rulings.

Spinco agrees and acknowledges that, except as expressly set out in Sections 3.1 and 3.2, LAC is not making any representation and warranty to Spinco as to any aspect of the North American Business, it being understood and agreed that Spinco shall take the assets pertaining to such business, and shall assume, perform and discharge the liabilities pertaining to such business, on an "as-is", "where-is" basis as they exist immediately prior to the Effective Time.

The representations of each of LAC and Spinco set forth in Sections 3.1 and 3.2 (in the case of LAC) and Section 3.3 (in the case of Spinco) in this Agreement will not survive the completion of the Arrangement and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms; provided, however, that no such termination will affect a Party's rights or obligations arising prior to such time, including its rights under Article 6 hereof.

Each of the Parties covenants and agrees with and in favour of the other Party that it will (and will cause each of its Affiliates, as applicable, to):

(a) use all commercially reasonable efforts and do all things reasonably required of it to cause the Arrangement to become effective on such date as LAC may exclusively determine, including using all commercially reasonable efforts to:

(ii) obtain the approval of the LAC Shareholders required for the implementation of the Arrangement;

(iii) obtain such other consents, orders, rulings, approvals and assurances as are necessary or desirable for the implementation of the Arrangement; and

(iv) satisfy the other conditions precedent referred to in Sections 5.1 and 5.2;

(b) do and perform all such acts and things, and execute and deliver all such agreements (including the Tax Indemnity and Cooperation Agreement, the Transitional Services Agreement and the other agreements and documents contemplated in Section 2.6), assurances, notices and other documents and instruments, as may reasonably be required or requested by LAC to facilitate the carrying out of the intent and purpose of this Agreement and the Plan of Arrangement;

(c) prior to the Effective Date, cooperate with and assist each other Party in dealing with transitional matters relating to or arising from the Arrangement or this Agreement; and

(d) prior to the Effective Date, cooperate in obtaining the Tax Rulings and making such amendments to this Agreement and the Plan of Arrangement as may be necessary or desirable to obtain the Tax Rulings or to implement the Plan of Arrangement or as may be desired by LAC to enable it to carry out transactions deemed advantageous by it for the separation of its businesses as contemplated herein and in the Plan of Arrangement.

Subject to the rights of LAC provided elsewhere in this Agreement, LAC covenants and agrees that it will (and will cause each of its Affiliates, as applicable, to):

(a) not perform any act or enter into any transaction that could interfere or could be inconsistent with the completion of the Arrangement or the grant of the Tax Rulings or their effective application to the Arrangement, except as provided in Section 4.2(b);

(b) perform the obligations required to be performed by LAC under the Plan of Arrangement and do all such other acts and things as may be necessary or desirable and are within its power and control in order to carry out and give effect to the Arrangement and any transactions necessary for obtaining the Tax Rulings;

(c) on or before the Effective Date, prepare and file with all applicable securities commissions or similar regulatory authorities in Canada and the United States all necessary prospectuses, registration statements and similar requirements, or applications to seek exemptions, if applicable, from the prospectus, registration and other requirements, under the applicable securities laws in Canada and the United States for the issue of post-Arrangement Common Shares and Spinco Common Shares, and any other filings or exemptions that are necessary or desirable in connection with the Arrangement;

(d) on or before the Effective Date, obtain confirmation from the TSX and the NYSE of the continued listing of the post-Arrangement Common Shares (including the post-Arrangement Common Shares which, as a result of the Arrangement, are issuable upon the exercise of Lithium Argentina Equity Awards) and, jointly with Spinco, make applications to list the Spinco Common Shares issuable pursuant to the Arrangement and issuable under the Spinco Equity Incentive Plan, on the TSX and the NYSE;

(e) from the Effective Time until the last day on which any Arrangement Equity Awards are outstanding that are held by an "Arrangement Departing Participant" (as defined in the Spinco Equity Incentive Plan), unless prohibited by Applicable Law, notify Spinco as soon as practicable after any such Arrangement Departing Participant ceases to be a director or officer or full time employee of LAC or one of its "Affiliates" (as defined in the Spinco Equity Incentive Plan). Such notice shall specify the relevant termination provisions of the Spinco Equity Incentive Plan to be applied to the Arrangement Equity Awards of the applicable Arrangement Departing Participant;

(f) use commercially reasonable efforts to secure directors' and officers' liability insurance for the directors and officers of LAC who cease to be directors and/or officers of LAC to become directors and/or officers of Spinco in connection with the Arrangement on a seven year "trailing" (or "run-off") basis provided that such trailing policy is available at a reasonable cost. If a trailing policy is not available at a reasonable cost, LAC will maintain in effect without any reduction in scope or coverage for seven years from the Effective Date customary policies of directors' and officers' liability insurance providing protection no less favourable than the protection provided by the policies maintained by LAC which are in effect immediately before the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or before the Effective Date;

(g) LAC will honour all rights to indemnification or exculpation now existing in favour of directors and officers of LAC who cease to be directors and/or officers of LAC to become directors and/or officers of Spinco in connection with the Arrangement, and acknowledges that such rights will survive the completion of the Plan of Arrangement and will continue in full force and effect for a period of not less than seven years from the Effective Date. For avoidance of doubt, nothing in this Section 4.2(g) shall be interpreted as reducing or shortening in any way the length or duration of indemnification obligations of LAC pursuant to any indemnification agreement or indemnification covenant pursuant to any written agreement that LAC and any of the foregoing directors and/or officer of LAC are parties to prior to the Effective Date or entered into thereafter; and

(h) following the name changes of Spinco and LAC, as applicable, pursuant to the Plan of Arrangement or as otherwise agreed by the Parties, LAC will assist Spinco and its Affiliates with all extra-provincial and other registrations necessary or ancillary to such name change.

Spinco covenants and agrees that it will (and will cause each of its Affiliates, as applicable, to):

(b) perform the obligations required to be performed by Spinco under the Plan of Arrangement and do all such other acts and things as may be necessary or desirable and are within its power and control in order to carry out and give effect to the Arrangement and any transactions necessary for obtaining the Tax Rulings;

(c) obtain the consent of LAC prior to issuing any press releases or otherwise making public statements or communications with respect to this Agreement or the consummation of the Arrangement;

(d) not issue shares in Spinco's capital stock prior to the Effective Time and issue such initial Spinco shares only in accordance with and subject to the terms of the Plan of Arrangement;

(e) on or before the Effective Date, assist and cooperate in the preparation and filing with all applicable securities commissions or similar regulatory authorities in Canada and the United States all necessary prospectuses, registration statements and similar requirements, or applications to seek exemptions, if applicable, from the prospectus, registration and other requirements, under the applicable securities laws in Canada and the United States for the issue of post-Arrangement Common Shares and Spinco Common Shares, and any other filings or exemptions that are necessary or desirable in connection with the Arrangement;

(f) on or before the Effective Date, assist and cooperate in obtaining confirmation from the TSX and the NYSE of the continued listing of the post-Arrangement Common Shares (including the post-Arrangement Common Shares which, as a result of the Arrangement, are issuable upon the settlement of Lithium Argentina Equity Awards) and making applications to list the Spinco Common Shares issuable pursuant to the Arrangement and issuable under the Spinco Equity Incentive Plan, on the TSX and the NYSE;

(g) until the Effective Date, not issue any securities, acquire any assets or incur any liabilities or other obligations, except as contemplated pursuant to this Agreement or the Plan of Arrangement; and

(h) from the Effective Time until the last day on which any Arrangement Equity Awards are outstanding that are held by an "Arrangement Departing Participant" (as defined in the LAC Equity Incentive Plan), unless prohibited by Applicable Law, notify LAC as soon as practicable after any such Arrangement Departing Participant ceases to be a director or officer or full time employee of Spinco or one of its "Affiliates" (as defined in the LAC Equity Incentive Plan). Such notice shall specify the relevant termination provisions of the LAC Equity Incentive Plan to be applied to the Arrangement Equity Awards of the applicable Arrangement Departing Participant. For purposes of this clause, references to the "LAC Equity Incentive Plan" shall be deemed to be references to such plan as amended pursuant to the Plan of Arrangement.

The Parties acknowledge and agree that, in contemplation of the Arrangement, upon the exclusive determination of LAC, they will and will cause each of their respective subsidiaries to implement any reorganizations of the business, operations or assets of LAC or its Affiliates and such other transactions as LAC may request, including for greater certainty in response to any requirements associated with obtaining the Tax Rulings, any change in Applicable Laws or in order to improve the financial, tax and/or operational efficiencies of the Argentinian Business or the North American Business following the Effective Time, and the Parties will take all commercially reasonable steps necessary to effect any such pre-Arrangement reorganization; provided, however, that any such pre-Arrangement reorganization will not reduce the value of the consideration payable to LAC Shareholders pursuant to this Agreement and the Plan of Arrangement. Spinco will not undertake any pre-Arrangement reorganization of itself or any of its subsidiaries without the prior written consent of LAC, in its exclusive determination.

In addition to, and without in any way limiting, LAC's rights referred to under Section 2.7 and LAC's rights specifically provided for elsewhere in this Agreement, the obligation of LAC to complete the Arrangement is subject to fulfillment of the following conditions on or before the Effective Date or such other time specified:

(a) the Interim Order will have been obtained in form and substance satisfactory to LAC and will not have been set aside or modified in a manner unacceptable to LAC, on appeal or otherwise;

(b) the Arrangement Resolution will have been approved by the requisite number of votes cast by LAC Shareholders at the Meeting in accordance with the Interim Order and Applicable Laws;

(c) the Final Order will have been obtained in form and substance satisfactory to LAC, and will not have been set aside or modified in a manner unacceptable to LAC, on appeal or otherwise;

(d) all shareholder, regulatory, judicial and third party approvals, consents, authorizations and orders necessary or reasonably desired by LAC for the completion of the transactions provided for in this Agreement and the Tax Rulings will have been obtained or received from the Persons having jurisdiction in the circumstances and all will be in full force and effect;

(e) no action will have been instituted and be continuing on the Effective Date and there will not be in force any injunction, declaration, order or decree, in each case, restraining or enjoining the consummation of the transactions contemplated by this Agreement, the Tax Rulings or the Plan of Arrangement and no cease trading or similar order with respect to any securities of any of the Parties will have been issued and remain outstanding;

(g) the Tax Rulings will have been received by LAC, in form and substance satisfactory to LAC, confirming that (i) the proposed Arrangement and related transactions may be effected for purposes of the Tax Act as a "butterfly" reorganization pursuant to paragraph 55(3)(b) of the Tax Act with no material Canadian federal income tax payable by any of LAC, Spinco or other Affiliates or LAC Shareholders who hold their LAC Common Shares as capital property and confirmation satisfactory to LAC that, immediately prior to the Effective Date, the Canadian Tax Ruling remains in full force and effect and there have been no changes in relevant laws, jurisprudence, administrative practice or otherwise that would adversely affect the binding income tax rulings contained in the Canadian Tax Ruling; and (ii) the proposed Arrangement and related transactions qualify as a divisive reorganization pursuant to sections 368(a)(1)(D) and 355(a) of the U.S. Code and the Treasury Regulations promulgated thereunder and confirmation satisfactory to LAC that, immediately prior to the Effective Date, the U.S. Tax Ruling remains in full force and effect and there have been no changes in relevant laws, jurisprudence, administrative practice or otherwise that would adversely affect the binding income tax rulings contained in the U.S. Tax Ruling;

(h) all of the conditions precedent and other terms and conditions of the Tax Rulings will have been satisfied;

(j) LAC Shareholders will not have validly exercised Dissent Rights in connection with the Arrangement with respect to more than 5% of the issued and outstanding Common Shares;

(k) the written Fairness Opinions will have been received by the Board and will not have been withdrawn or modified;

(l) the Ganfeng Lock-Up will have been received in a form satisfactory to LAC and Spinco and the Ganfeng Lock-Up and the Investor Rights Agreement will be in full force and effect and will not have been withdrawn or terminated;

(i) the listing thereon, in substitution for the listing thereon of the Common Shares, of the new Common Shares to be issued pursuant to the Arrangement (including the new Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of Lithium Argentina Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of the TSX; and

(ii) the listing thereon of the Spinco Common Shares issued pursuant to the Arrangement (including the Spinco Common Shares which, as a result of the Arrangement, are issuable upon the exercise or settlement of Spinco Equity Awards) prior to the Effective Time, subject only to compliance with the usual requirements of the TSX;

(p) the Board will not have revoked its approval of the Arrangement at any time prior to the Effective Date;

(q) the issuance of the Distribution Securities will be exempt from registration under the U.S. Securities Act pursuant to section 3(a)(10) of the U.S. Securities Act;

(r) the SEC will have declared effective the registration statement on Form 20-F filed by Spinco to register the Spinco Common Shares under the U.S. Exchange Act; and

(s) this Agreement will not have been terminated pursuant to the provisions of Article 7.

The foregoing conditions are for the sole benefit of LAC and may be waived, in whole or in part, by LAC at any time. These conditions will not give rise to or create any duty on the part of LAC or the Board to waive or not to waive such conditions and will not in any way limit LAC's right to terminate this Agreement as set forth in Section 7.2 or alter the consequences of any such termination from those specified in Article 7. Any determination made by LAC prior to the Arrangement concerning the satisfaction and waiver of any or all of the conditions set forth in this Section 5.1 will be final and conclusive, and neither LAC nor any of its Affiliates or Representatives shall have any liability as a result of any such determination.

The obligation of each Party to complete the transactions contemplated by this Agreement is further subject to the conditions (which may be waived, in whole or in part, by such Party without prejudice to its right to rely on any other condition in its favour) that (i) the covenants of each other Party to be performed on or before the Effective Date pursuant to the terms of this Agreement will have been duly performed in all material respects and (ii) except as set forth in this Agreement, the representations and warranties of each other Party will be true and correct in all material respects as at the Effective Date, with the same effect as if such representations and warranties had been made at, and as of, such time.

The conditions set out in Section 5.1 and Section 5.2 will be conclusively deemed to have been satisfied, waived or released on the filing by LAC of the Arrangement Filings under the BCBCA to give effect to the Plan of Arrangement.

Subject to Section 8.11, LAC will indemnify and hold harmless Spinco and its Representatives against any Loss suffered or incurred by any such Indemnified Person resulting from:

(a) a breach of a representation or warranty herein or pursuant hereto by LAC; and

Subject to Section 8.11, Spinco will indemnify and hold harmless LAC and its Representatives against any Loss suffered or incurred by any such Indemnified Person resulting from:

(a) a breach of a representation or warranty herein or pursuant hereto by Spinco; and

(b) a breach of a covenant herein or pursuant hereto by Spinco, to the extent such breach occurs at or after the Effective Time;

(a) If an Indemnified Person receives notice of the commencement or assertion of any Third Party Claim, the Indemnified Person must notify the Indemnifier as soon as reasonably practicable thereafter, but in any event, no later than 30 days after receipt of such notice of such Third Party Claim. Such notice to the Indemnifier must describe the Third Party Claim in reasonable detail and indicate, to the extent reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Person. The Indemnifier will then have a period of 30 days (the "Notice Period") within which to satisfy such Third Party Claim or, failing that, to give notice to the Indemnified Person that it intends to dispute such Third Party Claim and participate in or assume the defence thereof (a "Dispute Notice"), which notice must be accompanied by reasonable particulars in writing of the basis of such dispute.

(b) If an Indemnified Person has reason to believe that a Person may be investigating the possibility of asserting a Third Party Claim, it must notify the Indemnifier as soon as reasonably practicable, but in any event, no later than 30 days after discovery of such possible Third Party Claim, and provide reasonable details of the circumstances thereof. The Indemnified Person and the Indemnifier will cooperate with each other with a view to satisfying the Person who may assert the Third Party Claim that there is no reasonable basis therefor.

If an Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Persons reasonably informed as to the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified Persons with drafts of documents that the Indemnifier proposes to send or file in advance of the sending of or filing of the same and the Indemnified Persons will have the reasonable opportunity to provide comments thereon to the Indemnifier; provided, however, that it will not result in any undue delays. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Persons will cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and may participate in such defence assisted by counsel of its choice and at its own expense, except in those circumstances in which the Indemnified Person believes in good faith that there are material conflict issues between the Indemnifier and the Indemnified Persons or there are defences available to the Indemnified Persons that are not available to the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice at the expense of the lndemnifier to the extent such expenses are reasonable. Neither the Indemnifier nor the Indemnified Persons will enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that: (1) if the Indemnifier wishes to settle a Third Party Claim in an amount acceptable to the third party claimant, but the Indemnified Persons do not wish so to settle, the Indemnifier will be required to indemnify the Indemnified Persons only up to the lesser of the amount for which the Indemnifier would have settled the Third Party Claim and the amount which the Indemnified Persons were or will be required to pay such third party in connection with such Third Party Claim and (2) if the Indemnified Persons have not received a Dispute Notice within the Notice Period confirming the intent of the Indemnifier in respect of a Third Party Claim or if the Indemnifier, having elected to assume the defence of any Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Persons that the Indemnified Person bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps (with such grounds to be specified in reasonable detail), the Indemnified Persons may, at their option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosing, and the Indemnifier will be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons with respect to such Third Party Claim.

Any Direct Claim must be asserted by providing notice to the Indemnifier within a reasonable time after the Indemnified Person becomes aware of such Direct Claim, but in any event not later than 60 days after the Indemnified Person becomes aware of such Direct Claim. Such notice to the Indemnifier must describe the Direct Claim in reasonable detail and indicate, to the extent reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Person. The Indemnifier will then have a period of 30 days within which to satisfy such Direct Claim or, failing that, to give notice to the Indemnified Person that it intends to dispute such Direct Claim, which notice must be accompanied by reasonable particulars in writing of the basis of such dispute.

The failure to give timely notice as provided in this Article 6 will not affect the rights or obligations of any Party except and only to the extent that, as a result of such failure, the Party that was entitled to receive such notice suffered damage or was otherwise prejudiced.

If at any time subsequent to the making of any Indemnity Payment, the amount of the indemnified loss is reduced pursuant to any claim, recovery, settlement or payment by or against any other Person (a "Recovery"), such that, taking the Recovery into account, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Loss, the Indemnified Person must promptly repay to the Indemnifier the amount of the excess (the "Excess") (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest (a) from the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery and (b) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate. Notwithstanding the foregoing provisions of this Section 6.7, no payment must be made hereunder to the extent the Indemnified Person is entitled to an Indemnity Payment hereunder that remains unpaid. Upon making a full Indemnity Payment, the Indemnifier will, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Person against any third party in respect of the Loss to which the Indemnity Payment relates. Until the Indemnified Person recovers full payment of its Loss, any and all claims of the Indemnifier against such third party on account of such Indemnity Payment will be postponed and subordinated in right of payment to the Indemnified Person's rights against such third party.

If any Indemnity Payment received by an Indemnified Person would constitute income for tax purposes to such Indemnified Person, the Indemnifier will pay a Tax Gross-Up to the Indemnified Person at the same time and on the same terms, as to interest and otherwise, as the Indemnity Payment. The amount of any Loss for which indemnification is provided will be adjusted to take into account any tax benefit realizable by the Indemnified Person or any of its Affiliates by reason of the Loss for which indemnification is so provided or the circumstances giving rise to such Loss. For purposes of this Section 6.8, any tax benefit will be taken into account at such time as it is received by the Indemnified Person or its Affiliate. Notwithstanding the foregoing provisions of this Section 6.8, if an Indemnity Payment would otherwise be included in the Indemnified Person's income, the Indemnified Person covenants and agrees to make all such elections and take such actions as are available, acting reasonably, to minimize or eliminate Taxes with respect to the Indemnity Payment.

All Losses (other than Taxes) will bear interest at a rate per annum, calculated and payable monthly, equal to the Prime Rate per annum from and including the date the Indemnified Person disbursed funds or suffered or incurred a Loss to but excluding the day of payment by the Indemnifier to the Indemnified Person, with interest on overdue interest at the same rate. All Losses that are Taxes will bear interest at a rate per annum, calculated and payable monthly, equal to the Prime Rate from and including the date the Indemnified Person paid such Taxes to but excluding the day of payment by the lndemnifier to the Indemnified Person of the Indemnity Payment in respect of such Taxes, with interest on overdue interest at the same rate.

(a) If for the purpose of obtaining or enforcing judgment against the Indemnifier in any court in any jurisdiction, it becomes necessary to convert into any other currency (the "Judgment Currency") an amount due in Canadian dollars under this Agreement, the conversion will be made at the rate of exchange prevailing on the Business Day immediately preceding:

(i) the date of actual payment of the amount due, in the case of any proceeding in the courts of the Province of British Columbia or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(ii) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the "Judgment Conversion Date").

(b) If, in the case of any proceeding in the court of any jurisdiction referred to in Section 6.10(a)(ii), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the Indemnifier must pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Canadian dollars, which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

Subject to Section 8.11 and except for remedies for injunctive relief or equitable relief, claims for fraud or intentional misrepresentation or as otherwise expressly provided in this Agreement, the indemnification rights set forth in this Article 6 will be the sole and exclusive remedy for any Direct Claim or any Third Party Claim arising out of this Agreement by LAC or Spinco.

Nothing in this Agreement will in any way restrict or limit the general obligation at law of an Indemnified Person to mitigate any Loss which it may suffer or incur by reason of the breach by an Indemnifier of any representation, warranty, covenant, obligation or agreement of the Indemnifier hereunder. If any such Loss can be reduced by any Recovery (including under or pursuant to any insurance coverage), the Indemnified Person will take all appropriate and reasonable steps to enforce such Recovery. Notwithstanding the foregoing, no Indemnified Person will have any obligation to mitigate any Loss prior to or in connection with any application of remedies for injunctive or equitable relief.

Notwithstanding anything else contained herein, concurrently with the execution and delivery of the Tax Indemnity and Cooperation Agreement and the Transitional Services Agreement, as applicable, the indemnity provisions contained therein will supersede and replace this Article 6 if and to the extent such agreements govern the indemnification rights and obligations of either Party over matters that would otherwise be covered by those set out in this Article 6. Any Direct Claim or Third Party Claim advanced or right to advance a Direct Claim or Third Party Claim under this Article 6 prior to the Effective Date may, to the extent governed by the Tax Indemnity and Cooperation Agreement or the Transitional Services Agreement, as applicable, be continued or advanced under such agreements and the provisions of such agreements will apply mutatis mutandis with respect to any such claim or right.

(a) Subject to Applicable Law, this Agreement, the Tax Rulings and the Plan of Arrangement may, at any time and from time to time before and after the holding of the Meeting but not later than the Effective Date, be amended by written agreement of the Parties, without further notice to or authorization on the part of the LAC Shareholders or the holders of the Old LAC Equity Awards. Without limiting the generality of the foregoing, any such amendment may: (i) change the time for performance of any of the obligations or acts of LAC and Spinco; (ii) waive any inaccuracies or modify any representation or warranty contained herein or in any document to be delivered pursuant hereto; (iii) waive compliance with or modify any of the covenants contained herein or waive or modify performance of any of the obligations of LAC or Spinco; (iv) waive or modify, in whole or in part, any conditions contained in this Agreement; or (v) make such alterations, modifications, amendments or supplements to this Agreement as LAC or Spinco may consider necessary or desirable in connection with any pre-Arrangement reorganization, the Tax Rulings, the Arrangement, the Interim Order or the Final Order.

(b) Notwithstanding the foregoing, LAC reserves the right in its sole and absolute discretion, without notice to or the approval of Spinco, the LAC Shareholders or the holders of the Old LAC Equity Awards, to at any time and from time to prior to the Effective Date, amend (i) the Tax Rulings and/or the Plan of Arrangement so long as such amendment(s) is not, in the opinion of LAC (acting reasonably), materially adverse to Spinco; and (ii) this Agreement to the extent LAC may reasonably consider such amendment necessary or desirable due to the Tax Rulings, any pre-Arrangement reorganization, the Interim Order or the Final Order.

(c) None of the Parties (or their respective Affiliates or Representatives) will have any liability to the LAC Shareholders, the other Party, as applicable, or any other Person for any amendment made pursuant to this Section 7.1.

(d) It is understood and agreed by the Parties that information in Section 2.3 paragraphs (l), (m) and (n) of the Plan of Arrangement with respect to the number of directors and the specific identities of the directors to be appointed to the board of directors of each of LAC and Spinco, as well as the corporate name for each entity, in each case upon the Plan of Arrangement becoming effective, may need to be revised. If necessary, the Parties hereby agree that they will revise the foregoing information (and make applicable ancillary amendments in the Plan of Arrangement) prior to making an application pursuant to Part 9, Division 5 of the BCBCA for the Interim Order or at such later time as determined by the Parties as may be permissible by law and the Interim Order, and will amend the Plan of Arrangement and/or their constating documents and/or take all other necessary steps to give effect to such revisions and amend other terms as may be necessary.

This Agreement may, at any time before or after the holding of the Meeting but prior to the filing of the Arrangement Filings giving effect to the Arrangement, be unilaterally terminated by LAC, in its sole and absolute discretion, at any time without notice to or the approval of Spinco or the LAC Shareholders and without liability to any Person except as provided in Section 8.1.

Upon the termination of this Agreement pursuant to Section 7.2 hereof, no Party will have any liability or further obligation to the other Party hereto or any other Person.

If this Agreement is not terminated pursuant to the provisions of Section 7.2, this Agreement (excluding the conditions referred to in Section 5.3) will continue in effect for a period of one year after the Effective Date except that:

(a) the provisions of Section 2.6 will continue in effect until such time as the obligations thereunder have been satisfied;

(b) the provisions of Sections 4.2(e) to 4.2(h), inclusive, and Section 4.3(h) will continue in effect for the respective periods referred to therein;

(c) the provisions of Sections 6.1(a) and 6.2(a) (and, in each case, the associated provisions of this Agreement) will continue in effect for a period of six years after the Effective Date; and

(d) the provisions of Article 8 (and the associated provisions of this Agreement) will continue indefinitely.

The Parties agree that all Transaction Costs will be the responsibility of, and will be paid for by, LAC; provided, however, that Spinco will be solely responsible for, and will pay, the fees, costs and expenses in connection with: (i) arranging any credit facilities or other financing for Spinco or Thacker Pass Co as part of, or following, the Arrangement, and (ii) listing the Spinco Common Shares (and any associated rights) on the TSX and/or the NYSE and settling and delivering the Spinco Common Shares on completion of the Arrangement (including the fees for obtaining a CUSIP for such shares), including the associated fees and expenses of the transfer agent and rights agent of Spinco and the lenders under the aforementioned credit facilities. Notwithstanding the foregoing, Spinco will be solely responsible for, and will pay, the fees and expenses of any advisors retained directly by Spinco or any of its Affiliates.

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and delivered personally or by courier or by e-mail addressed to the recipient as follows:

Lithium Americas Corp.
300-900 West Hastings Street
Vancouver, British Columbia
V6C 1E5

To Spinco (prior to the Effective Date):

1397468 B.C. Ltd.
c/o Lithium Americas Corp.
300-900 West Hastings Street
Vancouver, British Columbia
V6C 1E5

To LAC (on and after the Effective Date) in its name following the Effective Time:

To Spinco (on and after the Effective Date) in its name following the Effective Time:

or other such address that a Party may, from time to time, advise the other Parties hereto by notice in writing given in accordance with the foregoing. Date of receipt of any such notice will be deemed to be the date of actual delivery thereof or, if given by e-mail, on the day of transmittal thereof if given (with confirmation of delivery) prior to 5:00 p.m. (recipient's local time) and on the next Business Day if so given after such time.

8.3 Cooperation with Respect to Government Reports and Filings; Further Assurances

(a) Except as may otherwise be required by Applicable Law or the terms of any applicable agreement or arrangement with a third party who provided or has the ability to control the applicable information, LAC, on the one hand, and Spinco, on the other hand, will, and will cause its respective Affiliates, to use commercially reasonable efforts to provide the other Party (or its respective Affiliates or Representatives) with such cooperation as may be reasonably requested by such other Party in connection with the preparation and/or filing of any report or filing required by any Governmental Authority (or as required by applicable securities laws) contemplated by this Agreement or relating to or in connection with the operation by such Party of its Separated Business prior to the Effective Time or the relationship between such Parties on or prior to the Effective Date, including any financial statements or continuous disclosure filings. Except as provided in paragraph (b) below, the Party providing cooperation (and its Affiliates and Representatives) pursuant to this paragraph (a) will not be responsible for any Loss suffered by the Party requesting such cooperation as a result of such cooperation unless its results from the negligence or wilful misconduct of the providing Party.

(b) Each of the Parties will from time to time execute and deliver all such further documents and instruments and do all acts and things as any other Party may, either before, on or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

No Party may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other Party, provided that no such consent will be required for any Party to assign its rights and obligations under this Agreement and the Arrangement to a corporate successor to such Party or to a purchaser of all or substantially all of the assets of such Party, provided further that any such successor or purchaser of the rights or obligations a Party will have executed and delivered to the other Party an agreement in writing to be bound by and to perform, satisfy and assume all of the provisions of this Agreement and the Arrangement as if an original party hereto, in form and substance satisfactory to the other Party, acting reasonably.

This Agreement will be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns and specific references to "successors" elsewhere in this Agreement will not be construed to be in derogation of the foregoing. Nothing in this Agreement, express or implied, is intended or will be construed to confer upon any person other than the Parties and other Indemnified Persons and their successors and permitted assigns any right, remedy or claim under or by reason of this Agreement.

Any waiver or release of any of the provisions of this Agreement, to be effective, must be in writing executed by the Party granting the same. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

This Agreement together with the agreements and other documents herein or therein referred to constitute (or will constitute, once entered into) the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as set forth in this Agreement.

This Agreement will be governed by and construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and will be treated in all respects as a British Columbia contract. For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of British Columbia and the courts of the Province of British Columbia will have non-exclusive jurisdiction to entertain any action arising under this Agreement. Each Party hereby irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

(a) Each Party hereby acknowledges and agrees that the other Party and its Affiliates have a proprietary (or will have following the Effective Date in respect to Spinco) interest in the Restricted Information of such Party and the same is of value to such other Party and its Affiliates and that the use or disclosure of the Restricted Information of such other Party contrary to the terms of this Agreement would cause irreparable harm to such other Party and its Affiliates. Subject to the provisions of paragraph (d) of this Section 8.9, each of LAC, on the one hand, and Spinco, on the other hand, agree to hold, and to cause its respective Affiliates and its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to LAC's Confidential Information pursuant to policies in effect as of the Effective Date, all Restricted Information of the other Party, and will not use, and will cause its respective Affiliates and its respective Representatives not to use, any such Restricted Information other than for such purposes as are expressly contemplated hereunder or under the transactions or other agreements contemplated hereby. Each such Party further agrees to, and to cause their respective Affiliates and Representatives to, only use the Shared Information in the normal course of their respective businesses for their own internal purposes and not divulge or communicate to any third party any Shared Information (except that the Parties will be permitted to disclose such information, to the extent necessary in connection with their normal business activities, on a confidential basis, to their consultants, contractors, customers, partners, suppliers and Representatives who have a need to know the information); provided, however, that where an obligation is owed to a third party in respect of such Shared Information, the Parties covenant and agree to use such information only in a manner consistent with such obligation.

(b) The Parties acknowledge that they each have the non-exclusive right to use Industry Know-How and that each of them may use, divulge, communicate and in any other way exploit Industry Know-How in an unrestricted manner and without obligation or confidence. No Party will restrict or attempt to restrict the other Party with respect to their past, present or use or other dealing of Industry Know-How.

(c) For purposes of this Agreement, Confidential Information, Restricted Information and Shared Information will not include information that is now or subsequently becomes generally available to the public other than as a result of a breach of this Agreement or any other agreement relating to confidentiality between or among the Parties and/or their respective Affiliates or Representatives. In addition, information will not constitute Confidential Information of the second Party if such information was (i) lawfully acquired by the first Party and/or any of its Affiliates or Representatives from a third party not bound by a confidentiality obligation, or (ii) independently generated or developed by one or more Representatives of the first Party and/or any of its Affiliates without reference to Restricted Information of the second Party.

(d) In the event that a Party and/or its Affiliates or Representatives determines that it is required to disclose any Confidential Information (the "Disclosing Party") pursuant to Applicable Law or receives any demand under lawful process or from a Governmental Authority to disclose or provide Confidential Information, and such disclosure or provision of the Confidential Information would be in breach of this Section 8.9, the Disclosing Party will, to the extent permitted by Applicable Law, promptly notify the other Party so that the other Party has a reasonable opportunity to seek a protective arrangement and/or waive compliance with the applicable provisions of this Section 8.9 prior to the Disclosing Party disclosing or providing such Confidential Information, and the Party that received such request will cooperate, at the expense of the requesting Party, in seeking any such protective arrangements requested by such requesting Party. Subject to the foregoing, the Disclosing Party may thereafter disclose or provide such Confidential Information to the extent required by such Applicable Law (as so advised by legal counsel) or by lawful process or by such Governmental Authority and will, to the extent permitted by Applicable Law, promptly provide the other Party with a copy of the Confidential Information so disclosed together with a list of all Persons to whom such Confidential Information was disclosed. In any such event, the Disclosing Party will also use reasonable commercial efforts to ensure that all Confidential Information that is so disclosed will be afforded confidential treatment by the recipient. In addition, notwithstanding the foregoing or any other provision of this Agreement, a Party may disclose any Confidential Information (x) to its Representatives, provided they are under obligations in respect of limited use, limited disclosure and confidentiality in respect of such Confidential Information no less stringent than the obligations set forth herein, on a "need-to know" basis, (y) in connection with disputes or litigation between the Parties that relates to such Confidential Information, provided that each Party will endeavour to limit disclosure for that purposes, or (z) in connection with the exercise of any rights granted hereunder.

The Parties acknowledge that each of LAC and Spinco, and their respective Affiliates, are currently represented by legal counsel retained by LAC in connection with the preparation and finalization of this Agreement. Each of LAC and Spinco, on behalf of itself and its respective Affiliates, waives any conflict with respect to such common representation that may arise before, at or after the date of this Agreement.

No Representative of a Party will have any personal liability whatsoever on behalf of such Party (or any of its Affiliates) to any other Party under this Agreement or the Arrangement or any other transactions entered into, or documents delivered, in connection with any of the foregoing. In no event will LAC or Spinco be liable for any special, consequential, indirect, collateral, incidental, exemplary or punitive damages or lost profits or failure to realize expected savings or other commercial or economic loss of any kind, however caused and on any theory of liability, arising in any way out of this Agreement, whether or not such Person has been advised of the possibility of such damages; provided, however, that the foregoing will not limit any Party's indemnification obligations for Losses with respect to Third Party Claims as set forth in Article 6.

This Agreement is solely for the benefit of, and is not intended to confer any rights or remedies on any Person other than the Parties (and their respective successors and permitted assigns) except for the indemnification rights provided for in Sections 6.1 and 6.2 which are intended for the benefit of, in addition to the Parties hereto, the Representatives of Spinco and LAC, respectively, as and to the extent applicable in accordance with their terms, and will be enforceable, as applicable, by each of such Representatives and his or her heirs, executors, administrators and other legal representatives (collectively, the "Third Party Beneficiaries"). Spinco will hold the rights and benefits of Section 6.1 in trust for and on behalf of its applicable Third Party Beneficiaries and LAC will hold the rights and benefits of Section 6.2 in trust for and on behalf of its applicable Third Party Beneficiaries. Each of LAC and Spinco hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of its applicable Third Party Beneficiaries as directed by such Third Party Beneficiaries. Except as otherwise expressly provided in this Section 8.12, this Agreement will not provide any Person (including any LAC Shareholder) with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Subject to Section 7.1, the Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third Party Beneficiaries.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect. Upon such determination that any term or other provision is illegal, invalid or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby and in the Plan of Arrangement are fulfilled to the fullest extent possible.

(a) Each Party agrees to comply with all privacy Applicable Laws in the course of collecting, using and disclosing personal information about an identifiable individual (the "Transaction Personal Information"). Neither Party will disclose Transaction Personal Information to any Person other than to its Representatives. If the Arrangement is consummated, neither Party will, following the Effective Time, without the consent of the individuals to whom such Transaction Personal Information relates or as permitted or required by Applicable Law, use or disclose Transaction Personal Information:

(i) for purposes other than those for which such Transaction Personal Information was collected or provided; and

(ii) which does not relate directly to the carrying on of the business of such Party or to the carrying out of the purposes for which the transactions contemplated by this Agreement were implemented.

(b) Each Party will protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure. Each Party will cause its Representatives to observe the terms of this Section 8.14 and to protect and safeguard the Transaction Personal Information in their possession. If this Agreement is terminated, each Party will promptly return to the other Party any Transaction Personal Information in its possession or in the possession of any of its Representatives, including all copies, reproductions, summaries or extracts thereof.

No director or officer of LAC or any of its subsidiaries will have any personal liability whatsoever to Spinco under this Agreement or any other document delivered on behalf of LAC under this Agreement. No director or officer of Spinco or any of its subsidiaries will have any personal liability whatsoever to LAC under this Agreement or any other document delivered on behalf of Spinco under this Agreement.

This Agreement and any document contemplated by or delivered under or in connection with this Agreement and any amendment, supplement or restatement hereof or thereof may be executed in one or more counterparts (including in electronic form or with electronic signatures), each of which will be deemed to be an original and all of which taken together will be deemed to constitute the same instrument. Delivery of an executed signature page to this Agreement by any Party by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such Party.

PLAN OF ARRANGEMENT UNDER SECTION 288
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, terms used but not otherwise defined have the respective meanings given to them in the Arrangement Agreement and the following terms have the respective meanings set out below and grammatical variations of such terms have the corresponding meanings:

"agreed amount" means the amount agreed upon by the transferor and the transferee, within the limits prescribed by subsection 85(1) of the Tax Act, in respect of the transfer of an eligible property as defined in subsection 85(1.1) of the Tax Act for consideration that includes shares of the transferee in a joint election under subsection 85(1) of the Tax Act;

"Arrangement" means the arrangement of LAC under section 288 of the BCBCA, on the terms and subject to the conditions set out in this Plan of Arrangement;

"Arrangement Agreement" means the amended and restated arrangement agreement dated as of June 14, 2023 between LAC and Spinco, including all schedules and appendices attached thereto, as may be amended, modified and/or supplemented from time to time in accordance with its terms;

"Arrangement Resolution" means the special resolution of the LAC Shareholders approving the Arrangement to be considered at the Meeting as required by the BCBCA and the Interim Order;

"Business Day" means any day other than a Saturday, Sunday or any other day on which major banks are closed for business in the City of Vancouver, British Columbia;

"Butterfly Percentage" means the percentage, to be determined by the Board of Directors, that is equal to the fraction of A/B where:

A is the net fair market value of the Distribution Property transferred under Section 2.3(g) of this Plan of Arrangement, as determined immediately before the transfer; and

B is the net fair market value of all of the property owned by LAC immediately before the transfer of the Distribution Property under Section 2.3(g) of this Plan of Arrangement, as determined immediately before the transfer;

"Circular" means the notice of Meeting and accompanying management information circular of LAC, including all schedules, appendices and exhibits thereto and all information incorporated by reference therein, to be sent to LAC Shareholders in connection with the Meeting, as may be amended, modified and/or supplemented from time to time in accordance with the Arrangement Agreement;

"Common Shares" means the common shares without par value of LAC as constituted immediately before the First LAC Share Exchange and as constituted immediately after the Second LAC Share Exchange, as the context requires;

"Court" means the Supreme Court of British Columbia and any applicable appellate court of competent jurisdiction;

"Depositary" means such person as LAC may appoint to act as depositary in connection with the Arrangement;

"Dissent Rights" has the meaning set out in Section 3.1(a) of this Plan of Arrangement;

"Distribution Property" means (i) all of LAC's shares of 1339480 B.C. Ltd., (ii) LAC's receivable from 1339480 B.C. Ltd., (iii) all of LAC's shares of Green Technology Metals Limited; (iv) all of LAC's shares of Ascend Elements, Inc., (v) the portion of LAC's workforce in-place that will become directors, officers and employees of Spinco, (vi) the "Lithium Americas" business name, all intellectual property rights related thereto, and all associated stationery, logos, signage and domain names, (vii) the Offtake Agreement, (viii) the balance of the net proceeds of the Tranche 1 Subscription Price, and (ix) U.S.$75,000,000 of cash to establish sufficient working capital of Spinco (such amount subject to adjustment by the Board of Directors if the Effective Date is later than September 1, 2023);

"DRS Advice" means a direct registration statement (DRS) advice representing the applicable securities;

"Effective Date" means the date on which the Arrangement becomes effective, as set out in Section 1.1 of the Arrangement Agreement;

"Effective Time" means 12:01 a.m. on the Effective Date, or such other time as LAC and Spinco agree to in writing before the Effective Date;

"Final Proscription Date" has the meaning set out in Section 4.4 of this Plan of Arrangement;

"First LAC Share Exchange" means the exchange of Common Shares for LAC Class A Common Shares and LAC Preference Shares pursuant to Section 2.3(e) of this Plan of Arrangement;

"LAC" means Lithium Americas Corp., a BCBCA corporation, which is to be renamed "Lithium Americas (Argentina) Corp." pursuant to Section 2.3(l)(i) of this Plan of Arrangement, and includes its successors and permitted assigns (but excludes, for greater certainty, "Spinco").

"LAC Equity Incentive Plan" means LAC's second amended and restated equity incentive plan dated May 15, 2023, as amended;

"LAC Preference Shares" means the preference shares without par value of LAC having the rights, privileges, restrictions and conditions set out in Exhibit I to this Plan of Arrangement;

"LAC Redemption Amount" means, for each LAC Preference Share, the product of the Butterfly Percentage and the aggregate fair market value of all of the Common Shares held by Participating Shareholders immediately before the First LAC Share Exchange, divided by the number of LAC Preference Shares, plus all declared but unpaid dividends thereon;

"LAC Redemption Note" means the demand, non-interest bearing promissory note having a principal amount and fair market value equal to the aggregate LAC Redemption Amount, issued by LAC to Spinco in payment of the consideration for the redemption of the LAC Preference Shares held by Spinco pursuant to Section 2.3(i) of this Plan of Arrangement;

"LAC Shareholders" means all Persons holding Common Shares, whether registered or beneficial (unless otherwise specified) at the applicable time and "LAC Shareholder" means any one of them;

"Lithium Argentina DSU" means a deferred share unit in respect of a Common Share issued by LAC on the exchange of an Old LAC DSU pursuant to Section 2.3(c)(i) of this Plan of Arrangement;

"Lithium Argentina PSU" means a restricted share right in respect of a Common Share issued by LAC on the exchange of an Old LAC PSU pursuant to Section 2.3(c)(ii) of this Plan of Arrangement;

"Lithium Argentina RSU" means a restricted share right in respect of a Common Share issued by LAC on the exchange of an Old LAC RSU pursuant to Section 2.3(c)(iii) of this Plan of Arrangement;

"Letter of Transmittal" means the letter of transmittal to be delivered by LAC to LAC Shareholders for use in connection with the Arrangement;

"Master Purchase Agreement" means the master purchase agreement between LAC and General Motors Holdings LLC dated January 30, 2023;

"Meeting" means the annual and special meeting of LAC Shareholders, including any adjournments or postponements thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider and to vote on the Arrangement Resolution and for any other purpose as may be set out in the Circular and consented to by LAC in accordance with the terms of the Arrangement Agreement;

"Notice of Articles" means the notice of articles of LAC, as such term is defined in the BCBCA;

"Offtake Agreement" means the offtake agreement between LAC and General Motors Holdings LLC dated February 16, 2023;

"Old LAC DSU" means a deferred share unit in respect of a Common Share granted by LAC to a holder under the LAC Equity Incentive Plan that is issued and outstanding, whether or not vested, immediately before the Effective Time;

"Old LAC Equity Awards" means, collectively, the Old LAC DSUs, Old LAC PSUs and Old LAC RSUs;

"Old LAC PSU" means a performance based restricted share right in respect of a Common Share granted by LAC to a holder under the LAC Equity Incentive Plan that is issued and outstanding, whether or not vested, immediately before the Effective Time;

"Old LAC RSU" means a restricted share right in respect of a Common Share granted by LAC to a holder under the LAC Equity Incentive Plan that is issued and outstanding, whether or not vested, immediately before the Effective Time;

"Participating Shareholder" means a LAC Shareholder as at the Effective Time, other than a Dissenting Shareholder;

"Plan of Arrangement" means this plan of arrangement under section 288 of the BCBCA, including all exhibits attached hereto, and any amendments, supplements or variations hereto made in accordance with the Arrangement Agreement, the terms hereof or at the direction of the Court in the Final Order (with the consent of LAC, acting reasonably);

"PUC" means "paid up capital" in respect of a class of shares of a corporation for purposes of the Tax Act;

"Second LAC Share Exchange" means the exchange of LAC Class A Common Shares for Common Shares pursuant to Section 2.3(j) of this Plan of Arrangement;

"Spinco" means 1397468 B.C. Ltd., a BCBCA corporation, which is to be renamed "Lithium Americas Corp." pursuant to Section 2.3(m)(i) of this Plan of Arrangement, and includes its successors and permitted assigns (but excludes, for greater certainty, "LAC");

"Spinco Common Shares" means the common shares without par value of Spinco as constituted immediately before the Effective Time;

"Spinco DSU" means a deferred share unit in respect of a Spinco Common Share issued by Spinco on the exchange of an Old LAC DSU pursuant to Section 2.3(c)(i) of this Plan of Arrangement;

"Spinco Equity Incentive Plan" means Spinco's equity incentive plan set out in Exhibit III to this Plan of Arrangement;

"Spinco Preference Shares" means the preference shares without par value of Spinco as constituted immediately before the Effective Time;

"Spinco PSU" means a restricted share right in respect of a Spinco Common Share issued by Spinco on the exchange of an Old LAC PSU pursuant to Section 2.3(c)(ii) of this Plan of Arrangement;

"Spinco Redemption Amount" means for each Spinco Preference Share, the net fair market value of the Distribution Property, divided by the number of Spinco Preference Shares, plus all declared but unpaid dividends thereon;

"Spinco Redemption Note" means the demand, non-interest bearing promissory note having a principal amount and fair market value equal to the aggregate Spinco Redemption Amount, issued by Spinco to LAC in payment of the consideration for the redemption of the Spinco Preference Shares held by LAC pursuant to Section 2.3(h) of this Plan of Arrangement;

"Spinco RSU" means a restricted share right in respect of a Spinco Common Share issued by Spinco on the exchange of an Old LAC RSU pursuant to Section 2.3(c)(iii) of this Plan of Arrangement;

"Subsidiary" means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the board of directors thereof and will include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of existing contracts, agreements and commitments;

"Taxes" means all income taxes, capital taxes, stamp taxes, charges to tax withholdings, sales and use taxes, value added taxes, goods and services taxes, and all penalties, interest and other payments thereon or in respect thereof, including a payment under the Tax Act, the U.S. Code, or any other federal, provincial, territorial, state, municipal, local or foreign tax law, in each case, as amended;

"Tax Rulings" means the advance income tax rulings and opinions from each of the CRA and the IRS, in the form requested in the applications made on behalf of LAC, as the same may be amended, modified and/or supplemented from time to time at the request of the CRA or the IRS, as applicable, or at the request of LAC, in each case, confirming the applicable Canadian and U.S. federal income tax consequences of the spin-off by LAC of the Distribution Property under the Arrangement and certain other transactions;

"Tranche 1 Subscription Price" has the meaning ascribed to such term in the Master Purchase Agreement;

"Transfer Agent" means the transfer agent(s) and/or registrar(s) for the Common Shares or the Spinco Common Shares, as applicable;

The division of this Plan of Arrangement into Articles, Sections, and other portions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article", "Section" or "Exhibit" followed by a number and/or a letter refer to the specified Article or Section of or Exhibit to this Plan of Arrangement. The terms "hereof", "herein" and "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section, Exhibit or other portion hereof.

In this Plan of Arrangement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, including the neuter gender, and (c) the words "include", "includes" and "including" will be deemed to be followed by the words "without limitation" and the words "the aggregate of", "the total of", "the sum of" or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of".

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada and "$" refers to Canadian dollars. In the event that any amounts are required to be converted from a foreign currency to Canadian dollars or vice versa, such amounts shall be converted using the most recent closing exchange rate of the Bank of Canada available before the relevant calculation date.

(a) In this Plan of Arrangement, references to days means calendar days, unless otherwise specified.

(b) In this Plan of Arrangement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any law, statute, regulation, direction, code or instrument is to that law, statute, regulation, direction, code or instrument as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in the case of a reference to a law, statute or code, includes any regulations, rules, policies or directions made thereunder. Any reference in this Plan of Arrangement to a Person includes its heirs, administrators, executors, legal personal representatives, predecessors, successors and permitted assigns. References to any agreement, contract or document are to that agreement, contract or document as amended, modified or supplemented from time to time in accordance with its terms.

Time will be of the essence in every matter or action contemplated hereunder. All times expressed herein are to local Vancouver, British Columbia time, unless otherwise specified.

The following Exhibits are attached to this Plan of Arrangement and form an integral part hereof:

This Plan of Arrangement is made pursuant to, and is subject to, the provisions of the Arrangement Agreement and constitutes an arrangement as referred to in section 288 of the BCBCA.

At and after the Effective Time, this Plan of Arrangement and the Arrangement will, without any further authorization, act or formality on the part of any Person, become effective and be binding upon LAC, Spinco, the Transfer Agent, all LAC Shareholders, including Dissenting Shareholders, all holders of Old LAC Equity Awards, the Depositary and all other Persons.

On the Effective Date, except as otherwise stated in this Plan of Arrangement and except for filing elections under the Tax Act, each of the transactions and events set out below shall occur in the following sequence effective at one-minute intervals starting at the Effective Time, without any further authorization, act or formality by LAC, Spinco or any other Person:

Each Common Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred to LAC by the holder thereof and will be cancelled, without any further authorization, act or formality, free and clear of all liens, claims and encumbrances, and LAC will be obliged to pay such Dissenting Shareholder an amount therefor as determined by an order of the Court in accordance with Article 3, and such Dissenting Shareholder will be deemed to be removed from the securities register of LAC as a holder of Common Shares and will cease to be the holder of such Common Shares or to have any rights as a LAC Shareholder other than the right to be paid the fair value for such Common Shares as set out in Article 3.

(i) The terms and conditions of the LAC Equity Incentive Plan will be amended and restated in the form and substance set out in Exhibit II to this Plan of Arrangement.

(ii) The Spinco Equity Incentive Plan will come into force and effect with the terms and conditions set out in Exhibit III to this Plan of Arrangement.

Holders of Old LAC DSUs will dispose of (i) the Butterfly Percentage of each Old LAC DSU to Spinco for one Spinco DSU, and (ii) the remaining portion of each Old LAC DSU to LAC for one Lithium Argentina DSU, subject to adjustment as follows.

It is intended that subsection 7(1.4) of the Tax Act apply to the exchange. Accordingly, the number of Lithium Argentina DSUs to be issued by LAC to a holder on the exchange will be reduced, if and to the extent necessary, such that the total of the fair market value of the Spinco DSUs and the fair market value of the Lithium Argentina DSUs receivable by the holder, as determined immediately after the exchange, does not exceed the fair market value of the Old LAC DSUs exchanged by such holder, as determined immediately before the exchange.

Holders of Old LAC PSUs will dispose of (i) the Butterfly Percentage of each Old LAC PSU to Spinco for one Spinco PSU, and (ii) the remaining portion of each Old LAC PSU to LAC for one Lithium Argentina PSU, subject to adjustment as follows.

It is intended that subsection 7(1.4) of the Tax Act apply to the exchange. Accordingly, the number of Lithium Argentina PSUs to be issued by LAC to a holder on the exchange will be reduced, if and to the extent necessary, such that the total of the fair market value of the Spinco PSUs and the fair market value of the Lithium Argentina PSUs receivable by the holder, as determined immediately after the exchange, does not exceed the fair market value of the Old LAC PSUs exchanged by such holder, as determined immediately before the exchange.

Holders of Old LAC RSUs will dispose of (i) the Butterfly Percentage of each Old LAC RSU to Spinco for one Spinco RSU, and (ii) the remaining portion of each Old LAC RSU to LAC for one Lithium Argentina RSU, subject to adjustment as follows.

It is intended that subsection 7(1.4) of the Tax Act apply to the exchange. Accordingly, the number of Lithium Argentina RSUs to be issued by LAC to a holder on the exchange will be reduced, if and to the extent necessary, such that the total of the fair market value of the Spinco RSUs and the fair market value of the Lithium Argentina RSUs receivable by the holder, as determined immediately after the exchange, does not exceed the fair market value of the Old LAC RSUs exchanged by such holder, as determined immediately before the exchange.

The authorized share capital of LAC will be reorganized and its Articles and Notice of Articles will be altered to create and to authorize the issuance of an unlimited number of LAC Class A Common Shares and an unlimited number of LAC Preference Shares, each new class of shares, in addition to the LAC Common Shares it is authorized to issue immediately before such alteration, attaching the respective rights, privileges, restrictions and conditions set out in Exhibit I to this Plan of Arrangement.

Each Participating Shareholder will transfer each Common Share held by such Participating Shareholder to LAC in exchange for: (x) one LAC Class A Common Share; and (y) one LAC Preference Share. The aggregate amount added to the capital of the LAC Preference Shares will be equal to the amount of the product of the Butterfly Percentage and the PUC of the Common Shares (for greater certainty, excluding Common Shares held by Dissenting Shareholders) immediately before the Effective Time. The aggregate amount added to the capital of the LAC Class A Common Shares will be equal to the amount of the difference between the PUC of the exchanged Common Shares (excluding, for greater certainty, Common Shares held by Dissenting Shareholders) immediately before the Effective Time and the capital of the LAC Preference Shares. The Common Shares so exchanged will be cancelled.

Each Participating Shareholder will transfer each LAC Preference Share held by such Participating Shareholder to Spinco in exchange for one Spinco Common Share. The aggregate amount added to the capital of the Spinco Common Shares will be equal to the aggregate of the PUC of the transferred LAC Preference Shares.

LAC will transfer to Spinco all of the Distribution Property in consideration for Spinco's assumption of liabilities and obligations related to the Distribution Property (including LAC's liabilities and obligations related to the Offtake Agreement) and the issuance of 1,000,000 Spinco Preference Shares to LAC. The amount added to the capital of the Spinco Preference Shares will be equal to the difference between (a) the total of the aggregate of the agreed amounts and the fair market value of any Distribution Property other than eligible property as defined in subsection 85(1.1) of the Tax Act, and (b) the amount of any assumed liabilities.

Spinco will redeem for cancellation all of the Spinco Preference Shares held by LAC in consideration for the aggregate of the Spinco Redemption Amount. Spinco will issue the Spinco Redemption Note to LAC in payment of the aggregate of the Spinco Redemption Amount. All of the Spinco Preference Shares will be cancelled.

Spinco is deemed to designate under subsection 89(14) of the Tax Act the amount of any deemed dividend under subsection 84(3) of the Tax Act arising on the redemption as an eligible dividend.

LAC will redeem for cancellation all of the LAC Preference Shares held by Spinco in consideration for the aggregate of the LAC Redemption Amount. LAC will issue the LAC Redemption Note to Spinco in payment of the aggregate of the LAC Redemption Amount. All of the LAC Preference Shares will be cancelled.

LAC is deemed to designate under subsection 89(14) of the Tax Act the amount of any deemed dividend under subsection 84(3) of the Tax Act arising on the redemption as an eligible dividend.

Each Participating Shareholder will transfer each LAC Class A Common Share held by such Participating Shareholder to LAC in exchange for one Common Share. The aggregate amount added to the capital of the Common Shares will be equal to the PUC of the exchanged LAC Class A Common Shares. The LAC Class A Common Shares so exchanged will be cancelled.

Pursuant to a settlement agreement between LAC and Spinco: (i) LAC will repay the LAC Redemption Note by transferring to Spinco its Spinco Redemption Note; (ii) Spinco will repay the Spinco Redemption Note by transferring to LAC its LAC Redemption Note; and (iii) each of the LAC Redemption Note and the Spinco Redemption Note will be cancelled.

(i) change the name of LAC from "Lithium Americas Corp." to "Lithium Americas (Argentina) Corp"; and

(ii) eliminate the LAC Class A Common Shares and the LAC Preference Shares from the authorized share capital of LAC, such that, immediately following such alteration, LAC will be authorized to issue an unlimited number of Common Shares.

(i) change the name of Spinco from "1397468 B.C. Ltd." to "Lithium Americas Corp."; and

(ii) eliminate the Spinco Preference Shares from the authorized share capital of Spinco, such that, immediately following such alteration, Spinco will be authorized to issue an unlimited number of Spinco Common Shares.

(i) the following directors of LAC will resign from the Board: Fabiana Chubbs, Kelvin Dushnisky, Jonathan Evans, Yuan Gao and Jinhee Magie;

(ii) the number of directors of LAC will be reduced to six (6) and the directors of LAC will be Diego Lopez Casanello, Robert Doyle, George Ireland, John Kanellitsas, Franco Mignacco, and Calum Morrison, such directors to hold office until the close of the next annual meeting of shareholders of LAC or until their successors are elected or appointed;

(iii) the number of directors of Spinco will be set at eight (8) and the directors of Spinco will be Michael Brown, Fabiana Chubbs, Kelvin Dushnisky, Jonathan Evans, Yuan Gao, Zach Kirkman, Jinhee Magie and Philip Montgomery, such directors to hold office until the close of the next annual meeting of shareholders of Spinco or until their successors are elected or appointed;

(iv) until the next annual meeting of shareholders of LAC, the directors of LAC will have the authority to appoint one or more additional directors on its Board who will hold office for a term expiring not later than the close of the next annual meeting of shareholders of LAC or until their successors are elected or appointed, but the total number of directors so appointed may not exceed one third of the number of Persons who become directors of LAC, as contemplated by Section 2.3(n)(ii); and

(v) until the next annual meeting of shareholders of Spinco, the directors of Spinco will have the authority to appoint one or more additional directors on its board of directors who will hold office for a term expiring not later than the close of the next annual meeting of shareholders of Spinco or until their successors are elected or appointed, but the total number of directors so appointed may not exceed one third of the number of Persons who become directors of Spinco, as contemplated by Section 2.3(n)(iii).

(a) Upon the deemed transfer of the Common Shares held by Dissenting Shareholders pursuant to Section 2.3(a), the name of each Dissenting Shareholder will be deemed to be removed from the register of holders of Common Shares.

(b) Upon the First LAC Share Exchange of the Common Shares pursuant to Section 2.3(e), the name of each registered Participating Shareholder will be deemed to be removed from the register of holders of Common Shares and will be deemed to be added to the registers of holders of LAC Class A Common Shares and LAC Preference Shares as the holder of the number of LAC Class A Common Shares and LAC Preference Shares, respectively, issued to such registered Participating Shareholder and will be deemed to be the registered owner thereof.

(c) Upon the transfer of the LAC Preference Shares pursuant to Section 2.3(f), (i) the name of each registered Participating Shareholder will be deemed to be removed from the register of holders of LAC Preference Shares and will be deemed to be added to the register of holders of Spinco Common Shares, and (ii) Spinco will be deemed to be recorded on the register of holders of LAC Preference Shares and will be deemed to be the legal and beneficial owner thereof.

(d) Upon the transfer of the Distribution Property pursuant to Section 2.3(g), LAC will be deemed to be added to the register of holders of Spinco Preference Shares, and will be deemed to be the legal and beneficial owner thereof.

(e) Upon the redemption of the Spinco Preference Shares pursuant to Section 2.3(h), LAC will be deemed to be removed from the register of holders of Spinco Preference Shares and appropriate entries will be made in the register of holders of Spinco Preference Shares to reflect the cancellation of such shares.

(f) Upon the redemption of the LAC Preference Shares pursuant to Section 2.3(i), Spinco will be deemed to be removed from the register of holders of LAC Preference Shares and appropriate entries will be made in the register of holders of LAC Preference Shares to reflect the cancellation of such shares.

(g) Upon the Second LAC Share Exchange of the LAC Class A Common Shares pursuant to Section 2.3(j), the name of each registered Participating Shareholder will be deemed to be removed from the register of holders of LAC Class A Common Shares and will be deemed to be added to the register of holders of Common Shares as the holder of the number of Common Shares issued to such registered Participating Shareholder and will be deemed to be the registered owner thereof.

The Arrangement will become finally and conclusively binding and effective as at the Effective Time.

All LAC Class A Common Shares, LAC Preference Shares, Spinco Common Shares, Spinco Preference Shares and Common Shares issued pursuant hereto will be deemed to be or have been validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

Notwithstanding that the transaction and events set out in Section 2.3 hereof will occur, and shall be deemed to occur, in the order therein set out without any other authorization, act or formality, each of LAC and Spinco will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to further document or evidence any of the transactions or events set out in Section 2.3 hereof, including any resolution of directors authorizing the issue, transfer or purchase for cancellation of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any promissory notes and receipts therefor and any necessary additions to, or deletions from, share registers.

(a) Registered holders of Common Shares may exercise rights of dissent with respect to their Common Shares pursuant to and in the manner set forth in sections 237 to 247 of the BCBCA as modified by the Interim Order and this Article 3 ("Dissent Rights") in connection with the Arrangement; provided that, notwithstanding section 242(1)(a) of the BCBCA, the written notice setting forth such a registered holder's objection to the Arrangement Resolution referred to in section 242(1)(a) of the BCBCA must be received by LAC no later than 5:00 p.m. on the day that is two Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise their Dissent Rights in accordance with this Section 3.1 and who:

(i) are ultimately entitled to be paid fair value for their Common Shares, (A) will be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to LAC, free and clear of all liens, claims and encumbrances, as set out in Section 2.3(a), (B) will be deemed not to have participated in the transactions in respect of such Common Shares in Section 2.3 (other than Section 2.3(a)), (C) will be entitled to be paid the fair value of such Common Shares, which fair value, notwithstanding anything to the contrary contained in section 237 of the BCBCA, will be determined as of the close of business on the day before the Arrangement Resolution was adopted, and (D) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or

(ii) are ultimately not entitled, for any reason, to be paid fair value for such Common Shares, will be deemed to have participated in the Arrangement as of and from the Effective Time on the same basis as a Participating Shareholder.

(a) In no circumstances will the parties or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of Common Shares in respect of which such Dissent Rights are purported to be exercised.

(b) From and after the Effective Time, neither LAC nor Spinco nor any other Person will be required to recognize a Dissenting Shareholder as a holder of Common Shares or as a holder of any securities of any of LAC or Spinco or any of their respective Subsidiaries and, subject to re-instatement pursuant to Section 3.1(a)(ii) above, at the Effective Time, the names of the Dissenting Shareholders will be deleted from the register of holders of Common Shares previously maintained or caused to be maintained by LAC in accordance with Section 2.4(a). In addition to any other restrictions in the Interim Order and under section 237 of the BCBCA, for greater certainty, none of the following Persons will be entitled to exercise Dissent Rights: (i) any holder of Old LAC Equity Awards; (ii) any Person who is not a registered holder of Common Shares; and (iii) any holder of LAC Class A Common Shares, Spinco Common Shares or Spinco Preference Shares.

A registered holder of Common Shares will not be entitled to exercise Dissent Rights with respect to Common Shares if such registered holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the Arrangement Resolution.

All payments made to a Dissenting Shareholder pursuant to this Article 3 will be subject to, and paid net of, all applicable withholding taxes pursuant to Section 4.3 of this Plan of Arrangement.

(a) After the Effective Time and until surrendered for cancellation as contemplated under Section 4.1(d), each share certificate(s) and/or DRS Advice(s), as applicable, that immediately prior to the Effective Time represented one or more outstanding Common Shares (other than any Common Shares held by Dissenting Shareholders) will be deemed at all times to represent only such Participating Shareholder's right to receive in exchange therefor: (i) a certificate or a DRS Advice representing the Common Shares issued under the Second LAC Share Exchange, and (ii) a certificate or a DRS Advice representing the Spinco Common Shares, respectively, that such holder is entitled to receive in accordance with the provisions of Section 2.3.

(b) As soon as practicable following the Effective Date, LAC will issue and deliver, or cause its Transfer Agent to issue and deliver, to the Depositary in escrow certificates and/or DRS Advices representing sufficient Common Shares bearing the new name "Lithium Americas (Argentina) Corp." to satisfy the aggregate Common Shares issuable to LAC Shareholders (other than Dissenting Shareholders) pursuant to the Second LAC Share Exchange under the Arrangement and in accordance with this Plan of Arrangement, which Common Shares will be held by the Depositary as agent and nominee for such Participating Shareholders for distribution thereto in accordance with Section 4.1(d).

(c) As soon as practicable following the Effective Date, Spinco will issue and deliver, or cause its Transfer Agent to issue and deliver, to the Depositary in escrow certificates and/or DRS Advices representing sufficient Spinco Common Shares bearing the new name "Lithium Americas Corp." to satisfy the aggregate Spinco Common Shares issuable to LAC Shareholders (other than Dissenting Shareholders) under the Arrangement and in accordance with this Plan of Arrangement, which Spinco Common Shares will be held by the Depositary as agent and nominee for such Participating Shareholders for distribution thereto in accordance with Section 4.1(d).

(d) As soon as practicable after the surrender to the Depositary for cancellation of a certificate or a DRS Advice that immediately before the Effective Time represented one or more outstanding Common Shares (other than Common Shares held by Dissenting Shareholders), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder (other than Dissenting Shareholders) of such surrendered certificate or DRS Advice will be entitled to receive in exchange therefor: (i) a certificate or a DRS Advice representing the Common Shares issued under the Second LAC Share Exchange; and (ii) a certificate or a DRS Advice representing the Spinco Common Shares, respectively, that such holder is entitled to receive in accordance with the provisions of Section 2.3.

(e) Any Common Shares traded after the Effective Time will represent Common Shares as of the Effective Time and will not carry any rights to receive Spinco Common Shares.

(f) Recognizing that the LAC Class A Common Shares to be issued under the First LAC Share Exchange pursuant to Section 2.3(e) will be cancelled upon exchange thereof for Common Shares under the Second LAC Share Exchange pursuant to Section 2.3(j), LAC will not issue or deliver any share certificate(s), DRS Advice(s) or other instrument(s) representing LAC Class A Common Shares.

(g) No certificate(s), DRS Advice(s) or other instrument(s) will be issued or delivered to evidence the LAC Preference Shares issued to Participating Shareholders under Section 2.3(e) or the Spinco Preference Shares issued to LAC under Section 2.3(g).

If any certificate representing, immediately prior to the Effective Time, one or more outstanding Common Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and the giving by such Person of a bond and/or indemnity satisfactory to LAC, Spinco and the Depositary in such sum as LAC, Spinco and the Depositary may determine against any claim that may be made against LAC and Spinco with respect to the certificate alleged to have been lost, stolen or destroyed, the Depositary will make such distribution or delivery in respect of the Common Shares represented by such lost, stolen or destroyed certificate as determined in accordance with Section 4.1(a).

No dividend or other distribution declared or made after the Effective Time with respect to Common Shares or Spinco Common Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate or DRS Advice that, immediately prior to the Effective Time, represented outstanding Common Shares, unless and until the holder (other than Dissenting Shareholders) of such certificate will have complied with the provisions of Section 4.1(d), and, if applicable, Section 4.2. Subject to Applicable Law and to Section 4.4 and Section 4.5, at the time of such compliance, there will, in addition to the delivery of the Common Shares and Spinco Common Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to Common Shares and/or Spinco Common Shares, as applicable.

If (a) any former LAC Shareholder has not complied with the provisions of Section 4.1 or Section 4.2, as applicable, or (b) any payment made by the Depositary pursuant to this Arrangement (including Section 4.3) has not been deposited or has been returned to the Depositary or otherwise remains unclaimed, in each case, on or before the date that is three (3) years after the Effective Date (the "Final Proscription Date"), then, on such Final Proscription Date: (i) such former LAC Shareholder will be deemed to have donated and forfeited to LAC or its successors, all such Common Shares held by the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (ii) such former LAC Shareholder will be deemed to have donated and forfeited to Spinco or its successors, all such Spinco Common Shares held by the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (iii) the Common Shares and Spinco Common Shares that such former LAC Shareholder was entitled to receive under Section 4.1(a) will be automatically cancelled without any repayment of capital in respect thereof and the interest of such former LAC Shareholder in such shares will be terminated; (iv) the certificate(s), DRS Advice(s) or other documentation or instrument(s) representing such Common Shares and Spinco Common Shares will be delivered by the Depositary to LAC (in the case of the Common Shares) and to Spinco (in the case of the Spinco Common Shares) for cancellation; (v) all certificate(s), DRS Advice(s) or other documentation or instrument(s) representing Common Shares formerly held by such former holder immediately prior to the Effective Time will cease to represent any claim or interest of any nature whatsoever and will be deemed to have been surrendered to LAC and will be cancelled; and (vi) any payment made and any other right or claim to payment hereunder (including under Section 4.3) that remains outstanding will cease to represent any claim or interest of any nature whatsoever and will be deemed to have been surrendered to LAC (in the case of payments relating to the Common Shares) and to Spinco (in the case of payments relating to the Spinco Common Shares). None of the parties, or any of their respective successors, will be liable to any Person in respect of any Common Shares, Spinco Common Shares or any payment which is forfeited to LAC or Spinco or terminated pursuant to this Section 4.4 or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.

Each of LAC and Spinco (and the Depositary and their Transfer Agents on their behalf) will be entitled to deduct and withhold (or cause to be deducted or withheld) from any amounts payable under this Plan of Arrangement to any Person, including LAC Shareholders exercising Dissent Rights, such Taxes or other amounts as each of LAC and Spinco is required or permitted to deduct and withhold with respect to such payment. To the extent that Taxes or other amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the Person, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any liens, claims or encumbrances of third parties of any kind, except for claims of the transferring or exchanging securityholder to be paid the consideration payable to such securityholder pursuant to the terms of this Plan of Arrangement.

(a) This Plan of Arrangement may at any time and from time to time whether before or after the Interim Order or the Final Order, but not later than the Effective Date, be amended, modified and/or supplemented unilaterally by LAC, provided that each such amendment, modification or supplement is contained in a written document which is filed with the Court and, if made following the Meeting, is approved by the Court and communicated to Shareholders if and as required by the Court.

(b) Any amendment, modification and/or supplement to this Plan of Arrangement may be proposed by LAC at any time prior to or at the Meeting with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification and/or supplement to this Plan of Arrangement which is approved or directed by the Court following the Meeting will be effective only if it is consented to by LAC and, if required by the Court, is consented to by some or all of the LAC Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification and/or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by LAC, provided that it concerns a matter which, in the reasonable opinion of LAC, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any former holder of Common Shares.

(e) Notwithstanding anything in this Plan of Arrangement or the Arrangement Agreement, LAC will be entitled at any time and from time to time prior to or following the Meeting to amend, modify and/or supplement any term of this Plan of Arrangement to give effect to any pre-Arrangement reorganization implemented in accordance with the terms of the Arrangement Agreement or to any amendments, modifications and/or supplements required pursuant to the Tax Rulings, in each case, without any prior notice or communication or approval of the Court or the LAC Shareholders, provided such modifications are not adverse to the financial or economic interests of the LAC Shareholders.

Notwithstanding that the transactions and events set out herein will occur and will be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

From and after the Effective Time: (a) this Plan of Arrangement will take precedence and priority over all Common Shares and Old LAC Equity Awards outstanding prior to the Effective Time, (b) the rights and obligations of the LAC Shareholders, holders of the Old LAC Equity Awards, LAC, Spinco, the Depositary, the Transfer Agent and any other registrar or transfer agent or other depositary therefor in relation thereto, will be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Common Shares or Old LAC Equity Awards will be deemed to have been settled, compromised, released and determined without liability except as set out in this Plan of Arrangement.

Notwithstanding any prior approvals by the Court or by LAC Shareholders, the Board of Directors may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution at any time prior to the Effective Date, without further approval of the Court or the LAC Shareholders. Upon termination of this Plan of Arrangement, no party will have any liability or further obligation to any other party or Person hereunder other than as set out in the Arrangement Agreement.

The Articles and Notice of Articles of Lithium Americas Corp. (including its successors, the "Company") are amended as follows in accordance with the provisions of the plan of arrangement involving the Company, its shareholders and 1397468 B.C. Ltd. under section 288 of the Business Corporation Act (British Columbia) (the "Plan of Arrangement"):

(a) to alter the authorized share structure of the Company by creating a class of Class A Voting Common Shares Without Par Value (referred to as the "LAC Class A Common Shares" in the Plan of Arrangement) and a class of Preference Shares Without Par Value (referred to as the "LAC Preference Shares" in the Plan of Arrangement);

(b) to provide that there be no maximum number of Class A Voting Common Shares Without Par Value or Preference Shares Without Par Value that the Company is authorized to issue, respectively;

(c) to alter the Articles of the Company by attaching to the Common Shares Without Par Value (referred to as the "Common Shares" in the Plan of Arrangement), the Class A Voting Common Shares Without Par Value, and the Preference Shares Without Par Value the respective special rights and restrictions set out in paragraph (f) below;

(d) to alter the Notice of Articles of the Company to give effect to the foregoing;

(e) to delete Article 2.1 of the Articles of the Company in its entirety and replace it with the following Article 2.1 to give effect to the foregoing:

The authorized share structure of the Company consists of shares of the class or classes and series described in the Notice of Articles of the Company, such shares having the respective special rights, privileges, restrictions and conditions attaching thereto as set out in Articles 27, 28 and 29 of these Articles."

(f) to add to the Articles of the Company, immediately following Article 26 of the Articles of the Company, the following Articles 27, 28 and 29:

"27. SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO COMMON SHARES WITHOUT PAR VALUE

The Common Shares Without Par Value (the "Common Shares") have attached to them the special rights and restrictions set out in this Article 27.

The holders of the Common Shares will be entitled to receive dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors of the Company may from time to time determine. Subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to the holders of the Common Shares, the board of directors of the Company may in its sole discretion declare dividends on the Common Shares to the exclusion of any other class of shares of the Company.

In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, no amount will be paid and no property or assets of the Company will be distributed to the holders of the Common Shares unless the holders of the Preference Shares (as hereinafter defined) have received from the property and assets of the Company the amount to which they are entitled pursuant to these Articles and thereafter the holders of the Common Shares will be entitled to all remaining property and assets of the Company pari passu on a share for share basis with the holders of the Class A Common Shares (as hereinafter defined).

The holders of the Common Shares will be entitled to receive notice of and to attend all meetings of the shareholders of the Company and to one vote in respect of each Common Share held at all such meetings, except for meetings at which or for matters with respect to which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series.

28. SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO CLASS A VOTING COMMON SHARES WITHOUT PAR VALUE

28.1 Class A Voting Common Share Without Par Value Special Rights and Restrictions

The Class A Voting Common Shares Without Par Value (the "Class A Common Shares") have attached to them the special rights and restrictions set out in this Article 28.

The holders of the Class A Common Shares will be entitled to receive dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors of the Company may from time to time determine. Subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to the holders of the Class A Common Shares, the board of directors of the Company may in its sole discretion declare dividends on the Class A Common Shares to the exclusion of any other class of shares of the Company.

In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, no amount will be paid and no property or assets of the Company will be distributed to the holders of the Class A Common Shares unless the holders of the Preference Shares have received from the property and assets of the Company the amount to which they are entitled pursuant to these Articles and thereafter the holders of the Class A Common Shares will be entitled to all remaining property and assets of the Company pari passu on a share for share basis with the holders of the Common Shares.

The holders of the Class A Common Shares will be entitled to receive notice of and to attend all meetings of the shareholders of the Company and to two votes in respect of each Class A Common Share held at all such meetings, except for meetings at which or for matters with respect to which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series.

29. SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO THE PREFERENCE SHARES WITHOUT PAR VALUE

The Preference Shares Without Par Value (the "Preference Shares") have attached to them the special rights and restrictions set out in this Article 29.

The holders of the Preference Shares will be entitled to receive non-cumulative dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors of the Company may from time to time determine. The board of directors of the Company may in its sole discretion declare non-cumulative dividends on the Preference Shares to the exclusion of any other class of shares of the Company.

Subject to the provisions of the Business Corporations Act, the Company may redeem at any time the whole or from time to time any part of the then outstanding Preference Shares on payment of an amount for each share to be redeemed equal to the Redemption Price (as hereinafter defined), plus all declared and unpaid dividends thereon, the whole constituting and being herein referred to as the "Redemption Amount". The Redemption Amount will be paid in cash money or, at the discretion of the Company, by the issuance of one or more promissory notes.

A holder of Preference Shares will be entitled to require the Company to redeem, subject to the requirements of the Business Corporations Act, at any time the whole or from time to time any part of the Preference Shares then held by such holder by delivering an irrevocable request in writing specifying that the holder desires to have all or any part of the Preference Shares registered in such holder's name redeemed by the Company, together with the share certificate or certificates, if any, representing the Preference Shares which the registered holder desires to have the Company redeem. Upon receipt of such a request together with the share certificate or certificates representing the Preference Shares, if the Preference Shares which the holder desires to have the Company redeem are certificated, the Company will redeem such Preference Shares by paying to such holder the Redemption Amount for each such Preferred Share being redeemed. The Preference Shares will be redeemed and the holder of such shares will cease to be entitled to dividends and will not be entitled to exercise any of the rights of a holder of Preference Shares in respect thereof unless payment of the Redemption Amount is not made on the date specified for redemption, in which event the rights of the holder of the said Preference Shares will remain unaffected.

In this Article 29, the term "Redemption Price" in respect of each Preference Share means an amount equal to: (i) the product of the aggregate fair market value of all of the Common Shares issued and outstanding immediately before the exchange of such shares pursuant to section 2.3(e) of the Plan of Arrangement (the "Plan of Arrangement") involving the Company, its shareholders and Spinco (as defined in the Plan of Arrangement) and the Butterfly Percentage (as defined in the Plan of Arrangement), divided by (ii) the number of Preference Shares issued and outstanding, plus all declared but unpaid dividends therefrom.

For purposes of subsection 191(4) of the Income Tax Act (Canada), the amount specified in respect of each Preference Share will be the amount specified by an officer or director of the Company in a certificate that is made (i) effective concurrently with the issuance of such Preference Share and (ii) pursuant to a resolution of the board of directors of the Company authorizing the issuance of such Preference Share, such amount to be expressed as a dollar amount (and not as a formula) that is not higher than the net fair market value of the consideration for which such Preference Share is issued.

Any Preference Shares that are redeemed by the Company pursuant to any of the provisions of these Articles will for all purposes be considered to have been redeemed on, and will be cancelled concurrently with, the payment by the Company to or to the benefit of the holder thereof of the Redemption Amount.

In the event of the liquidation, dissolution or winding up of the Company or other distribution of property or assets of the Company among its shareholders for the purpose of winding up its affairs, each holder of a Preference Share will be entitled in respect of each such share to receive from the property and assets of the Company an amount equal to the Redemption Amount in respect of that share before any amount will be paid or any property or asset of the Company distributed to the holders of the Common Shares and the Class A Common Shares, following which payment the holders of the Preference Shares will not be entitled to share any further in the distribution of the property or assets of the Company.

The holders of the Preference Shares will not be entitled to receive notice of or to attend or vote at any meetings of the shareholders of the Company and will not have any voting rights, except as required by applicable law.

For so long as any Preference Shares are outstanding, the Company will not (i) declare or pay any dividend on the Class A Common Shares, (ii) redeem or purchase for cancellation or otherwise any of the Class A Common Shares, (iii) declare or pay any dividend on the Common Shares, or (iv) redeem or purchase for cancellation or otherwise any of the Common shares."

The purpose of this Plan is to secure for the Company and its shareholders the benefits inherent in share ownership by the employees and directors of the Company and its affiliates who, in the judgment of the Board, will be largely responsible for its future growth and success. It is generally recognized that equity incentive plans of the nature provided for herein aid in retaining and encouraging employees and directors of exceptional ability because of the opportunity offered them to acquire a proprietary interest in the Company.

(b) "Arrangement Deferred Share Units" means Deferred Share Units issued as part of the Plan of Arrangement in partial exchange for Outstanding Deferred Share Units.

(d) "Arrangement Effective Date" means the Effective Date as such term is defined in the Plan of Arrangement.

(e) "Arrangement Effective Time" means the Effective Time as such term is defined in the Plan of Arrangement.

(f) "Arrangement Restricted Share Rights" means Restricted Share Rights issued as part of the Plan of Arrangement in partial exchange for Outstanding Restricted Share Rights.

(g) "Award" means any right granted under this Plan, including Options, Restricted Share Rights and Deferred Share Units.

(i) "Blackout Period" means a period in which the trading of Shares or other securities of the Company is restricted under the Company's Corporate Disclosure, Confidentiality and Securities Trading Policy, or under any similar policy of the Company then in effect.

(k) "Cashless Surrender Right" has the meaning set forth in Section 3.5 of this Plan.

(m) "Change of Control" means, for greater certainty except for any transaction under the Plan of Arrangement, the occurrence and completion of any one or more of the following events:

(A) the Company shall not be the surviving entity in a merger, amalgamation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company);

(B) the Company shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Company shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Company and its subsidiaries as at the end of the most recently completed financial year of the Company or (ii) which during the most recently completed financial year of the Company generated, or during the then current financial year of the Company are expected to generate, more than 50% of the consolidated operating income or cash flow of the Company and its subsidiaries, to any other person or persons (other than one or more Designated Affiliates of the Company), in which case the Change of Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (i) or 50% of the consolidated operating income or cash flow in the case of clause (ii), as the case may be;

(D) any person, entity or group of persons or entities acting jointly or in concert acquires or gains ownership or control (including, without limitation, the power to vote) more than 50% of the Company's outstanding voting securities; or

(E) as a result of or in connection with: (i) the contested election of directors, or; (ii) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Company or any of its Affiliates and another corporation or other entity in office immediately preceding such election or appointment, the nominees named in the most recent management information circular of the Company for election to the Board shall not constitute a majority of the Board (unless in the case of (ii) such election or appointment is approved by 50% or more of the Board prior to the completion of such transaction).

For the purposes of the foregoing, "voting securities" means Shares and any other shares entitled to vote for the election of directors and shall include any securities, whether or not issued by the Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

(n) "Code" means the United States Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding guidance thereunder.

(p) "Company" means Lithium Americas Corp. (and from and after the completion of the Plan of Arrangement the same corporation as renamed pursuant to the Plan of Arrangement, if applicable), a company existing under the BCA and its successors.

(q) "Deferred Payment Date" for a Participant means the date after the Restricted Period which is the earlier of (i) the date which the Participant has elected to defer receipt of Shares underlying the Restricted Share Rights in accordance with Section 4.4 of this Plan; and (ii) the Participant's Separation Date.

(r) "Deferred Share Unit" means the agreement by the Company to pay, and the right of the Participant to receive, a Deferred Share Unit Payment for each Deferred Share Unit held, evidenced by way of book-keeping entry in the books of the Company and administered pursuant to this Plan.

(s) "Deferred Share Unit Grant Letter" has the meaning ascribed thereto in Section 5.2 of this Plan.

(t) "Deferred Share Unit Payment" means, subject to any adjustment in accordance with Section 5.5 of this Plan, the issuance to a Participant of one previously unissued Share for each whole Deferred Share Unit credited to such Participant.

(u) "Delegated Options" has the meaning ascribed thereto in Section 3.3 of this Plan.

(v) "Designated Affiliate" means affiliates of the Company designated by the Committee from time to time for purposes of this Plan.

(w) "Director Retirement" in respect of a Participant, means the Participant ceasing to hold any directorships with the Company, any Designated Affiliate and any entity related to the Company for purposes of the Income Tax Act (Canada) after attaining a stipulated age in accordance with the Company's normal retirement policy, or earlier with the Company's consent.

(x) "Director Separation Date" means the date that a Participant ceases to hold any directorships with the Company and any Designated Affiliate due to a Director Retirement or Director Termination and also ceases to serve as an employee or consultant with the Company, any Designated Affiliate and any entity related to the Company for the purposes of the Income Tax Act (Canada).

(y) "Director Termination" means the removal of, resignation or failure to re-elect the Eligible Director (excluding a Director Retirement) as a director of the Company, a Designated Affiliate and any entity related to the Company for purposes of the Income Tax Act (Canada).

(z) "Eligible Directors" means the directors of the Company or any Designated Affiliate who are, as such, eligible for participation in this Plan.

(aa) "Eligible Employees" means employees (including employees who are officers and directors) of the Company or any Designated Affiliate thereof, whether or not they have a written employment contract with Company, determined by the Committee as employees eligible for participation in this Plan. Eligible Employees shall include Service Providers eligible for participation in this Plan as determined by the Committee.

(bb) "Fair Market Value" means, with respect to a Share subject to an Award, the volume weighted average price of the Shares on the New York Stock Exchange (or the Toronto Stock Exchange if the Company is not then listed on the New York Stock Exchange) for the five (5) days on which Shares were traded immediately preceding the date in respect of which Fair Market Value is to be determined or, if the Shares are not, as at that date listed on the New York Stock Exchange or the Toronto Stock Exchange, on such other exchange or exchanges on which the Shares are listed on that date. If the Shares are not listed and posted for trading on an exchange on such day, the Fair Market Value shall be such price per Share as the Board, acting in good faith, may determine.

(cc) "Form S-8" means the Form S-8 registration statement promulgated under the U.S. Securities Act.

(dd) "Good Reason" in respect of an employee or officer of the Company or any of its Affiliates, means a material adverse change imposed by the Company or an Affiliate (as the case may be), without the consent of such employee or officer, as applicable, in position, responsibilities, salary, benefits, perquisites, as they exist immediately prior to the Change of Control, or a material diminution of title imposed by the Company or the Affiliate (as the case may be), as it exists immediately prior to the Change of Control, and includes other events defined as "Good Reason" under any employment agreement of such employee or officer with the Company or its Affiliate.

(ff) "Option" means an option to purchase Shares granted under the terms of this Plan.

(gg) "Option Period" means the period during which an Option is outstanding.

(ii) "Optionee" means an Eligible Employee or Eligible Director to whom an Option has been granted under the terms of this Plan.

(jj) "Outstanding Deferred Share Units" means Deferred Share Units outstanding immediately prior to the Arrangement Effective Time which, as part of the Plan of Arrangement, were exchanged for Arrangement Deferred Share Units and cancelled.

(kk) "Outstanding Restricted Share Rights" means Restricted Share Rights outstanding immediately prior to the Arrangement Effective Time which, as part of the Plan of Arrangement, were exchanged for Arrangement Restricted Share Rights and cancelled.

(ll) "Participant" means an Eligible Employee or Eligible Director who participates in this Plan.

(mm) "Performance Share Units" means Restricted Share Rights that are subject to performance conditions and/or multipliers and designated as such in accordance with Section 4.1 of this Plan.

(nn) "Plan" means this second amended and restated equity incentive plan, as it may be further amended and restated from time to time.

(oo) "Plan of Arrangement" means the plan of arrangement proposed under section 288 of the BCA which has become effective in accordance with the terms of an amended and restated arrangement agreement between the Company and Spinco dated June 14, 2023.

(pp) "Restricted Period" means any period of time that a Restricted Share Right is not vested and the Participant holding such Restricted Share Right remains ineligible to receive the relevant Shares, determined by the Board in its absolute discretion, however, such period of time may be reduced or eliminated from time to time and at any time and for any reason as determined by the Board, including, but not limited to, circumstances involving death or disability of a Participant.

(qq) "Restricted Share Right" or "Restricted Share Units" has such meaning as ascribed to such term at Section 4.1 of this Plan.

(rr) "Restricted Share Right Grant Letter" has the meaning ascribed to such term in Section 4.2 of this Plan.

(ss) "Retirement" in respect of an Eligible Employee, means the Eligible Employee ceasing to hold any employment with the Company or any Designated Affiliate after attaining a stipulated age in accordance with the Company's normal retirement policy, or earlier with the Company's consent.

(tt) "Separation Date" means the date that a Participant ceases to be an Eligible Director or Eligible Employee.

(uu) "Service Provider" means any person or company engaged by the Company or a Designated Affiliate to provide services for an initial, renewable or extended period of 12 months or more and that complies with the definition of "consultant" or "advisor" as set forth in Form S-8.

(ww) "Specified Employee" means a U.S. Taxpayer who meets the definition of "specified employee", as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code.

(xx) "Spinco" means, prior to the completion of the Plan of Arrangement, 1397468 B.C. Ltd. (and from and after the completion of the Plan of Arrangement the same corporation as renamed pursuant to the Plan of Arrangement), a corporation incorporated under the BCA and its successors.

(yy) "Spinco Designated Affiliate" means affiliates of Spinco designated by the board of directors of Spinco or the committee of the board of directors of Spinco authorized to administer the Spinco Equity Incentive Plan in accordance with its terms.

(zz) "Spinco Equity Incentive Plan" has the meaning ascribed thereto in the Plan of Arrangement.

(aaa) "Spinco Service Provider" has such meaning as ascribed to such term at Section 9.2(c) of this Plan.

(bbb) "Termination" means the termination of the employment (or consulting services) of an Eligible Employee with or without cause by the Company or a Designated Affiliate or the cessation of employment (or consulting services) of the Eligible Employee with the Company or a Designated Affiliate as a result of resignation or otherwise, other than the Retirement of the Eligible Employee.

(ccc) "Triggering Event" means (i) in the case of a director of the Company, the Director Termination of such director; (ii) in the case of an employee of the Company or any of its Affiliates, the termination of the employment of the employee without cause, as the context requires by the Company or the Affiliate or in the case of an officer of the Company or any of its Affiliates, the removal of or failure to re-elect or re-appoint the individual without cause as an officer of the Company or an Affiliate thereof; (iii) in the case of an employee or an officer of the Company or any of its Affiliates, his or her resignation following the occurrence of a Good Reason; (iv) in the case of a Service Provider, the termination of the services of the Service Provider by the Company or any of its Affiliates.

(ddd) "U.S. Securities Act" means the United States Securities Act of 1933, as amended.

(eee) "US Taxpayer" means a Participant who is a US citizen, US permanent resident or other person who is subject to taxation on their income under the United States Internal Revenue Code of 1986.

(a) This Plan is created under and is to be governed, construed and administered in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(b) Whenever the Board or Committee is to exercise discretion in the administration of the terms and conditions of this Plan, the term "discretion" means the sole and absolute discretion of the Board or Committee.

(c) As used herein, the terms "Part" or "Section" mean and refer to the specified Part or Section of this Plan, respectively.

(d) Where the word "including" or "includes" is used in this Plan, it means "including (or includes) without limitation".

(e) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(f) Unless otherwise specified, all references to money amounts are to Canadian dollars.

The Company may from time-to-time grant Options to Participants pursuant to this Plan.

The exercise price per Share of any Option shall be not less than one hundred per cent (100%) of the Fair Market Value of the Share on the date of grant.

The Board, on the recommendation of the Committee, may at any time authorize the granting of Options to such Participants as it may select for the number of Shares that it shall designate, subject to the provisions of this Plan. The Board may also, by way of Board resolution, delegate to the CEO the authority to grant any of a designated number of Options (such number to be specified by the Board in the aforementioned resolution) to Eligible Employees, other than Eligible Employees who are officers or directors of the Company (such Options, the "Delegated Options"). The date of grant of an Option shall be (i) the date such grant was approved by the Committee for recommendation to the Board, provided the Board approves such grant; or (ii) for a grant of an Option not approved by the Committee for recommendation to the Board, the date such grant was approved by the Board; or (iii) in respect of Delegated Options, the date such grant is made by the CEO. Notwithstanding the foregoing, the Board may authorize the grant of Options at any time with such grant to be effective at a later date and the corresponding determination of the exercise price to be done at such date to accommodate any Blackout Period or such other circumstances where such delayed grant is deemed appropriate, and the date of grant of such Options shall then be the effective date of the grant.

Each Option granted to a Participant shall be evidenced by a stock option grant letter or agreement with terms and conditions consistent with this Plan and as approved by the Board on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO (and in all cases which terms and conditions need not be the same in each case and may be changed from time to time, subject to Section 7.8 of this Plan, and the approval of any material changes by the Toronto Stock Exchange or such other exchange or exchanges on which the Shares are then traded).

The Option Period shall be five (5) years from the date such Option is granted, or such greater or lesser duration as the Board, on the recommendation of the Committee, or in the case of Delegated Options, the CEO, may determine at the date of grant, and may thereafter be reduced with respect to any such Option as provided in Section 3.6 hereof covering termination of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry date of such Option Period shall be deemed to be the date that is the tenth (10^th) business day following the expiry of the Blackout Period.

Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows:

(a) at any time during the first six (6) months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and

(b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the preceding subsection (a) and this subsection (b) until, after the 18^th month of the Option Period, 100% of the Option will be exercisable.

Except as set forth in Section 3.6, no Option may be exercised unless the Optionee is at the time of such exercise:

(a) in the case of an Eligible Employee, in the employ (or retained as a Service Provider) of the Company or a Designated Affiliate and shall have been continuously so employed or retained since the grant of the Option; or

(b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option.

The exercise of any Option will be contingent upon the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved by the Board, on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this Plan. The exercise of any Option will, subject to Section 3.5, also be contingent upon receipt by the Company of cash payment of the full purchase price of the Shares being purchased.

Participants have the right (the "Cashless Surrender Right"), in lieu of the right to exercise an Option, to surrender such Option in whole or in part by notice in writing delivered by the Participant to the Company electing to exercise the Cashless Surrender Right, and, in lieu of receiving the full number of Shares (the "Option Shares") to which such surrendered Option (or portion thereof) relates, to receive the number of Shares, disregarding fractions, which is equal to the quotient obtained by:

(a) subtracting the applicable Option exercise price per Share from the Fair Market Value per Share on the business day immediately prior to the exercise of the Cashless Surrender Right and multiplying the remainder by the number of Option Shares; and

(b) dividing the product obtained under subsection 3.5(a) by the Fair Market Value per Share on the business day immediately prior to the exercise of the Cashless Surrender Right.

If a Participant exercises a Cashless Surrender Right in connection with an Option, it is exercisable only to the extent and on the same conditions that the related Option is exercisable under this Plan.

(a) dies while employed by a Service Provider to, or while a director of, the Company or a Designated Affiliate, any Option held by him or her at the date of death shall become exercisable in whole or in part, but only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or applicable laws of descent and distribution. Unless otherwise determined by the Board, on the recommendation of the Committee, all such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner; and

(b) ceases to be employed by a Service Provider to, or act as a director of, the Company or a Designated Affiliate for cause, no Option held by such Optionee will, unless otherwise determined by the Board, on the recommendation of the Committee, be exercisable following the date on which such Optionee ceases to be so engaged. If an Optionee ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for any reason other than cause then, unless otherwise determined by the Board, on the recommendation of the Committee, any Option held by such Optionee at the effective date thereof shall become exercisable for a period of up to 12 months thereafter or prior to the expiration of the Option Period in respect thereof, whichever is sooner.

If a Triggering Event occurs within the 12-month period immediately following a Change of Control pursuant to the provisions of Section 2.1(m)(A), (B), (D) or (E), all outstanding Options shall vest immediately and become exercisable on the date of such Triggering Event.

In the event of a Change of Control pursuant to the provisions of Section 2.1(m)(C), all Options outstanding shall immediately vest and become exercisable on the date of such Change of Control.

The provisions of this Section 3.7 shall be subject to the terms of any employment agreement between the Participant and the Company.

Subject to Section 3.7, if the Company amalgamates or otherwise completes a plan of arrangement or merges with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Participant would have received upon such amalgamation, arrangement or merger if the Participant had exercised his or her Option immediately prior to the record date applicable to such amalgamation, arrangement or merger, and the option price shall be adjusted appropriately by the Board and such adjustment shall be binding for all purposes of this Plan.

The Board has the right to grant, in its sole and absolute discretion, to any Participant, rights to receive any number of fully paid and non-assessable Shares ("Restricted Share Rights" or "Restricted Share Units") as a discretionary payment in consideration of past services to the Company or as an incentive for future services, subject to this Plan and with such additional provisions and restrictions as the Board may determine. Restricted Share Rights may be granted subject to performance conditions and/or performance multipliers, in which case such Restricted Share Rights may be designated as "Performance Share Units".

Each grant of a Restricted Share Right under this Plan shall be evidenced by a grant letter or agreement (a "Restricted Share Right Grant Letter") issued to the Participant by the Company. Such Restricted Share Right Grant Letter shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions which are not inconsistent with this Plan and which the Board, on the recommendation of the Committee, deems appropriate for inclusion in a Restricted Share Right Grant Letter. The provisions of the various Restricted Share Right Grant Letters issued under this Plan need not be identical.

Concurrent with the determination to grant Restricted Share Rights to a Participant, the Board, on the recommendation of the Committee, shall determine the Restricted Period and vesting requirements applicable to such Restricted Share Rights. Vesting of a Restricted Share Right shall be determined at the sole discretion of the Board at the time of grant and shall be specified in the Restricted Share Right Grant Letter. Vesting requirements may be based upon the continued employment or other service of a Participant, and/or to performance conditions to be achieved by the Company or a class of Participants or by a particular Participant on an individual basis, within a Restricted Period, for such Restricted Share Rights to entitle the holder thereof to receive the underlying Shares (and the number of underlying Shares that may be received may be subject to performance multipliers). Upon expiry of the applicable Restricted Period (or on the Deferred Payment Date, as applicable), a Restricted Share Right shall be automatically settled, and without the payment of additional consideration or any other further action on the part of the holder of the Restricted Share Right, the underlying Shares shall be issued to the holder of such Restricted Share Rights, which Restricted Share Rights shall then be cancelled.

Participants who are residents of Canada for the purposes of the Income Tax Act (Canada), or who are residents of Argentina, and not, in either case, a US Taxpayer, may elect to defer to receive all or any part of the Shares underlying Restricted Share Rights until one or more Deferred Payment Dates. Any other Participants may not elect a Deferred Payment Date.

Participants who elect to set a Deferred Payment Date must, in respect of each such Deferred Payment Date, give the Company written notice of the Deferred Payment Date(s) not later than thirty (30) days prior to the expiration of the applicable Restricted Period. For certainty, Participants shall not be permitted to give any such notice after the day which is thirty (30) days prior to the expiration of the Restricted Period and a notice once given may not be changed or revoked. For the avoidance of doubt, the foregoing shall not prevent a Participant from electing an additional Deferred Payment Date, provided, however that notice of such election is given by the Participant to the Company not later than thirty (30) days prior to the expiration of the subject Restricted Period.

Subject to the terms of any employment agreement or Award agreement between the Company and the Participant, in the event and to the extent of the Retirement or Termination and/or, as applicable, the Director Retirement or Director Termination of a Participant from all such roles with the Company during the Restricted Period, any Restricted Share Rights held by the Participant shall immediately terminate and be of no further force or effect; provided, however, that the Board shall have the absolute discretion to modify the Restricted Share Rights, including to provide that the Restricted Period shall terminate immediately prior to the date of such occurrence or allow the Restricted Share Rights to continue in accordance with their original Restricted Periods.

In the event and to the extent of the Retirement or Termination and/or, as applicable, the Director Retirement or Director Termination of the Participant from all such roles with the Company following the Restricted Period and prior to a Deferred Payment Date, the Participant shall be entitled to receive, and the Company shall issue forthwith, Shares in satisfaction of the Restricted Share Rights then held by the Participant.

In the event of the death or total disability of a Participant, any Shares represented by Restricted Share Rights held by the Participant shall be immediately issued by the Company to the Participant or legal representative of the Participant.

Subject to the absolute discretion of the Board, in the event that a dividend (other than a stock dividend) is declared and paid by the Company on the Shares, a Participant may be credited with additional Restricted Share Rights. The number of such additional Restricted Share Rights, if any, will be calculated by dividing (a) the total amount of the dividends that would have been paid to the Participant if the Restricted Share Rights (including Restricted Share Rights in which the Restricted Period has expired but the Shares have not been issued due to a Deferred Payment Date) in the Participant's account on the dividend record date had been outstanding Shares (and the Participant held no other Shares) by (b) the Fair Market Value of the Shares on the date on which such dividends were paid. If the foregoing results in a fractional Restricted Share Right, the fraction shall be disregarded. Any additional Restricted Share Rights awarded pursuant to this Section will be subject to the same terms, including the time of settlement, as the Restricted Share Rights to which they relate.

If a Triggering Event occurs within the 12-month period immediately following a Change of Control pursuant to the provisions of Section 2.1(m)(A), (B), (D) or (E), all outstanding Restricted Share Right Rights shall vest immediately and be settled by the issuance of Shares notwithstanding the Restricted Period and any Deferred Payment Date.

In the event of a Change of Control pursuant to the provisions of Section 2.1(m)(C), all Restricted Shares Rights outstanding shall immediately vest and be settled by the issuance of Shares notwithstanding the Restricted Period and any Deferred Payment Date.

Notwithstanding any provision of this Plan, in the event of a Change of Control, all Arrangement Restricted Share Rights outstanding held by Arrangement Departing Participants shall vest immediately and be settled by the issuance of Shares notwithstanding the Restricted Period and any Deferred Payment Date.

The provisions of this Section 4.10 shall be subject to the terms of any employment agreement between the Participant and the Company.

In respect of Performance Share Units that are accelerated as a result of a Change of Control or the total disability or death of a Participant, unless the Board determines otherwise and subject to any employment agreement or Award agreement between the Company and the Participant, (i) in respect of any performance measurement periods that are completed on or prior to the Change of Control, total disability or death of a Participant, the proportion of Performance Share Units equivalent to the performance measurement periods completed shall be settled by applying a performance multiplier calculated based on the actual performance in respect to such completed periods, and (ii) in respect of any performance measurement periods that are not completed on or prior to the Change of Control, total disability or death of a Participant, the equivalent proportion of Performance Share Units in respect to such periods shall be settled by applying a performance multiplier of one Share for each Performance Share Unit.

The Board may from time to time determine to grant Deferred Share Units to one or more Eligible Directors in a lump sum amount or on regular intervals, based on such formulas or criteria as the Board may from time to time determine. Deferred Share Units will be credited to the Eligible Director's account when designated by the Board.

Each grant of a Deferred Share Unit under this Plan shall be evidenced by a grant letter or agreement (a "Deferred Share Unit Grant Letter") issued to the Eligible Director by the Company. Such Deferred Share Unit Grant Letter shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions which are not inconsistent with this Plan and which the Board deems appropriate for inclusion in a Deferred Share Unit Grant Letter. The provisions of Deferred Share Unit Grant Letters issued under this Plan need not be identical.

The Deferred Share Units held by each Eligible Director who is not a US Taxpayer shall be redeemed automatically and with no further action by the Eligible Director on the 20^th business day following the Separation Date for that Eligible Director. For US Taxpayers, Deferred Share Units held by an Eligible Director who is a Specified Employee will be automatically redeemed with no further action by the Eligible Director on the date that is six (6) months following the Separation Date for the Eligible Director, or if earlier, upon such Eligible Director's death. Upon redemption, the former Eligible Director shall be entitled to receive and the Company shall issue, subject to the limitations set forth in Section 7.1 of this Plan, the number of Shares issued from treasury equal to the number of Deferred Share Units in the Eligible Director's account, subject to any applicable deductions and withholdings. In the event a Separation Date occurs during a year and Deferred Share Units have been granted to such Eligible Director for that entire year, the Eligible Director will only be entitled to a pro-rated Deferred Share Unit Payment in respect of such Deferred Share Units based on the number of days that he or she was an Eligible Director in such year.

No amount will be paid to, or in respect of, an Eligible Director under this Plan or pursuant to any other arrangement, and no other additional Deferred Share Units will be granted to compensate for a downward fluctuation in the value of the Shares of the Company nor will any other benefit be conferred upon, or in respect of, an Eligible Director for such purpose.

In the event of the death of an Eligible Director, the Deferred Share Units shall be redeemed automatically and with no further action on the 20^th business day following the death of an Eligible Director.

Subject to the absolute discretion of the Board, in the event that a dividend (other than a stock dividend) is declared and paid by the Company on the Shares, an Eligible Director may be credited with additional Deferred Share Units. The number of such additional Deferred Share Units, if any, will be calculated by dividing (a) the total amount of the dividends that would have been paid to the Eligible Director if the Deferred Share Units in the Eligible Director's account on the dividend record date had been outstanding Shares (and the Eligible Director held no other Shares), by (b) the Fair Market Value of the Shares on the date on which such dividends were paid. If the foregoing results in a fractional Deferred Share Unit, the fraction shall be disregarded. Any additional Deferred Share Units awarded pursuant to this Section will be subject to the same terms, including the time of settlement, as the Deferred Share Units to which they relate.

The Company or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes or other amounts which the Company or any Designated Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Award including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of any Shares to be issued under this Plan, until such time as the Participant has paid the Company or any Designated Affiliate for any amount which the Company or Designated Affiliate is required to withhold by law with respect to such taxes or other amounts. Without limitation to the foregoing, the Board may adopt administrative rules under this Plan, which provide for the automatic sale of Shares (or a portion thereof) in the market upon the issuance of such Shares under this Plan on behalf of the Participant to satisfy withholding obligations under an Award.

The aggregate number of Shares that may be issued under this Plan (together with any other securities-based compensation arrangements of the Company in effect from time to time) shall not exceed 14,400,737 Shares, such Shares to be allocated among Awards and Participants in amounts and at such times as may be determined by the Board from time to time. In addition, the aggregate number of Shares that may be issued and issuable under this Plan (when combined with all of the Company's other security-based compensation arrangements, as applicable),

(a) to Insiders shall not exceed 10% of the Company's outstanding issue from time-to-time;

(b) to Insiders within any one-year period shall not exceed 10% of the Company's outstanding issue from time to time; and

(c) to any one Insider and his or her associates or Affiliates within any one-year period shall not exceed 5% of the Company's outstanding issue from time to time.

In no event will the number of Shares that may be issued to any one Participant pursuant to Awards under this Plan (when combined with all of the Company's other security-based compensation arrangement, as applicable) exceed 5% of the Company's outstanding issue from time to time.

The aggregate number of Options that may be granted under this Plan to any one non-employee director of the Company within any one-year period shall not exceed a maximum value of C$100,000 worth of securities, and together with any Restricted Share Rights and Deferred Share Units granted under this Plan and any securities granted under all other securities-based compensation arrangements, such aggregate value shall not exceed C$150,000 in any on-year period. The calculation of this limitation shall not include however: (i) the initial securities granted under securities-based compensation arrangements to a person who was not previously a director of the Company, upon such person becoming or agreeing to become a director of the Company (however, the aggregate number of securities granted under all securities-based compensation arrangements in this initial grant to any one non-employee director shall not exceed the foregoing maximum values of securities); (ii) the securities granted under securities-based compensation arrangements to a director of the Company who was also an officer of the Company at the time of grant but who subsequently became a non-employee director; and (iii) any securities granted to a non-employee director that is granted in lieu of any director cash fee provided the value of the security awarded has the same value as the cash fee given up in exchange for such security. For greater clarity, in this Plan, securities-based compensation arrangements include securities issued under this Plan and any other compensation arrangements implemented by the Company including stock options, other stock option plans, employee stock purchase plans, stock appreciation right plans, deferred share unit plans, performance share unit plans, restricted share unit plans or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares from treasury, but excludes any compensation arrangement that does not involve the issuance of Shares from treasury and any other compensation arrangements assumed or inherited by the Company in connection with the acquisition of another entity.

For the purposes of this Section 7.1, "outstanding issue" means the total number of Shares, on a non-diluted basis, that are issued and outstanding immediately prior to the date that any Shares are issued or reserved for issuance pursuant to an Award.

For greater clarity, the issuance of Arrangement Restricted Share Rights and Arrangement Deferred Share Units shall not be treated as a new grant of Restricted Share Rights and Deferred Share Units, respectively.

If Awards are surrendered, terminated or expire without being exercised in whole or in part, new Awards may be granted covering the Shares not issued under such lapsed Awards, subject to any restrictions that may be imposed by the Toronto Stock Exchange.

If there is any change in the Shares through the declaration of stock dividends of Shares, through any consolidations, subdivisions or reclassification of Shares, or otherwise, the number of Shares available under this Plan, the Shares subject to any Award, and the exercise price of any Option shall be adjusted as determined to be appropriate by the Board, and such adjustment shall be effective and binding for all purposes of this Plan.

Any Awards accruing to any Participant in accordance with the terms and conditions of this Plan shall not be transferable unless specifically provided herein. During the lifetime of a Participant all Awards may only be exercised by the Participant. Awards are non-transferable except by will or by the laws of descent and distribution.

Nothing contained in this Plan shall confer upon any Participant any right with respect to employment or continuance of employment with the Company or any Affiliate, or interfere in any way with the right of the Company or any Affiliate to terminate the Participant's employment at any time. Participation in this Plan by a Participant is voluntary.

(b) the number of Awards granted to each Participant and relevant details regarding such Awards; and

This second amended and restated equity incentive plan of the Corporation continues to be in effect. The amendments adopted by the Board on May 15, 2023 shall become effective on such date, except for Part 9 which shall become effective on the Arrangement Effective Date as contemplated in the Plan of Arrangement, subject in all cases to the approval of (a) the Toronto Stock Exchange and (b) the New York Stock Exchange.

The Board shall have the power to, at any time and from time to time, either prospectively or retrospectively, amend, suspend or terminate this Plan or any Award granted under this Plan without shareholder approval, including, without limiting the generality of the foregoing: changes of a clerical or grammatical nature, changes regarding the persons eligible to participate in this Plan, changes to the exercise price, vesting, term and termination provisions of the Award, changes to the Cashless Surrender Right provisions, changes to the authority and role of the Board under this Plan, and any other matter relating to this Plan and the Awards that may be granted hereunder, provided however that:

(a) such amendment, suspension or termination is in accordance with applicable laws and the rules of any stock exchange on which the Shares are listed;

(b) no amendment to this Plan or to an Award granted hereunder will have the effect of impairing, derogating from or otherwise adversely affecting the terms of an Award which is outstanding at the time of such amendment without the written consent of the holder of such Award;

(c) the expiry date of an Option Period in respect of an Option shall not be more than ten (10) years from the date of grant of an Option except as expressly provided in Section 3.4;

(ii) any amendment to the limitations on Shares that may be reserved for issuance, or issued, to Insiders, or remove participation limits on non-employee directors or increase the amounts of participation limits on non-employee directors;

(iii) any amendment that would reduce the exercise price of an outstanding Option other than pursuant to Section 7.3 or permits the cancellation and re-issuance of Options;

(iv) any amendment that would extend the expiry date of the Option Period in respect of any Option granted under this Plan except as expressly contemplated in Section 3.4;

(v) any amendment to permit Options to be transferred other than for normal estate settlement purposes; or

(vi) any amendment to reduce the range of amendments requiring shareholder approval contemplated in this Section.

If this Plan is terminated, the provisions of this Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Award or any rights pursuant thereto remain outstanding and, notwithstanding the termination of this Plan, the Board shall remain able to make such amendments to this Plan or the Award as they would have been entitled to make if this Plan were still in effect.

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of this Plan.

It is intended that any payments under the Plan to US Taxpayers shall be exempt from or comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the Code.

If any provision of this Plan or any agreement entered into pursuant to this Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Company or this Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

All Awards and securities which may be acquired pursuant to the exercise of the Awards to be issued pursuant to the Plan will be issued pursuant to the registration requirements of the U.S. Securities Act and applicable state securities laws or an exemption or exclusion from such registration requirements.

All Awards under this Plan shall be subject to forfeiture or other penalties pursuant to any Company clawback policy, as may be adopted or amended from time to time, and such forfeiture and/or penalty conditions or provisions as determined by the Committee.

(a) Unless otherwise determined by the Board, this Plan shall be administered by the Governance, Nomination, Compensation and Leadership Committee (the "Committee") or equivalent committee appointed by the Board and constituted in accordance with such Committee's charter.

(b) The Committee shall have the power, where consistent with the general purpose and intent of this Plan and subject to the specific provisions of this Plan, to:

(i) adopt and amend rules and regulations relating to the administration of this Plan and make all other determinations necessary or desirable for the administration of this Plan. The interpretation and construction of the provisions of this Plan and related agreements by the Committee shall be final and conclusive. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry this Plan into effect and it shall be the sole and final judge of such expediency; and

(ii) otherwise exercise the powers delegated to the Committee by the Board and under this Plan as set forth herein.

(a) The Board, on the recommendation of the Committee or of its own volition, shall determine and designate from time to time the individuals to whom Awards shall be made, the amounts of the Awards and the other terms and conditions of the Awards. The Board may delegate this authority as it sees fit, including as set forth in Section 3.3.

(b) The Board may delegate any of its responsibilities or powers under this Plan to (i) the Committee, or (ii) the CEO as set forth in Section 3.3.

(c) In the event the Committee or, in respect of the Delegated Options, the CEO, is unable or unwilling to act in respect of a matter involving this Plan, the Board shall fulfill the role of the Committee (or CEO, as the case may be) provided for herein.

This second amended and restated equity incentive Plan has been amended to contemplate the Plan of Arrangement. To the extent applicable, it is intended that the Outstanding Restricted Share Rights and the Outstanding Deferred Share Units will be exchanged for Arrangement Restricted Share Rights and Arrangement Deferred Share Units, respectively, pursuant to the Plan of Arrangement on a tax-deferred basis under subsection 7(1.4) of the Income Tax Act (Canada).

(a) For all purposes under the Plan, the date on which an Arrangement Restricted Share Right is granted for purposes of the Plan shall be deemed to be the date of the grant of the Outstanding Restricted Share Right for which such Arrangement Restricted Share Right was exchanged as part of the Plan of Arrangement and, except as set out herein or in the Plan of Arrangement and with such adjustments as the circumstances require, the Arrangement Restricted Share Right shall be deemed (unless otherwise determined by the Board) to have the same terms and conditions (including vesting and expiration) as the Outstanding Restricted Share Right for which such Arrangement Restricted Share Right was exchanged as part of the Plan of Arrangement.

(b) With respect to Arrangement Restricted Share Rights that replace Performance Share Units, all such Arrangement Restricted Share Rights shall (unless otherwise determined by the Board) be subject to the same time based vesting period as the Performance Share Unit they replace and upon vesting such Arrangement Restricted Share Rights shall be fully satisfied by the issuance of one Share (unless otherwise determined by the Board) irrespective of the applicable performance multiplier to which the Performance Share Unit was subject. Notwithstanding the foregoing, Arrangement Restricted Share Rights that replace Performance Share Units that were fully vested and outstanding prior to the Arrangement Effective Time may be settled by the Company in accordance with the performance multiplier applicable to the Performance Share Units replaced.

(c) In addition, notwithstanding anything contained herein to the contrary, in respect of each person that is a Participant immediately prior to the Arrangement Effective Time that, due to or in connection with the Arrangement, who ceases to be an Eligible Director or an Eligible Employee and becomes a director, officer or employee of Spinco or any Spinco Designated Affiliate, or provides ongoing services for Spinco or any Spinco Designated Affiliate and complies with the definition of "consultant" or "advisor" as set forth in Form S-8 (a "Spinco Service Provider") (each such director, officer, employee or Spinco Service Provider, an "Arrangement Departing Participant"), all Arrangement Restricted Share Rights (other than those issued pursuant to paragraph (b)) issued to such Arrangement Departing Participant that replace Outstanding Restricted Share Rights shall (unless otherwise determined by the Board) immediately vest and the underlying Shares shall be issued to the holder of such Arrangement Restricted Share Rights as soon as practicable by the Company following the Arrangement Effective Date (provided that the Company may establish a schedule for the settlement of Arrangement Restricted Share Rights to ensure the orderly sale of Shares in the markets to satisfy tax withholding obligations), which Arrangement Restricted Share Rights shall then be cancelled.

(d) With respect to Arrangement Restricted Share Rights issued to an Arrangement Departing Participant that are not immediately vested, upon such Arrangement Departing Participant ceasing to be a director, officer or employee of Spinco or any Spinco Designated Affiliates, or a Spinco Service Provider, as applicable, such Arrangement Departing Participant shall be treated for the purposes of this Plan as having ceased to be so employed with the Company and its Designated Affiliates and such Arrangement Departing Participant's Arrangement Restricted Share Rights shall be dealt with in accordance with Section 4.6 of this Plan.

(a) For all purposes under the Plan, the date on which an Arrangement Deferred Share Unit is granted for purposes of the Plan shall be deemed to be the date of the grant of the Outstanding Deferred Share Unit for which such Arrangement Deferred Share Unit was exchanged as part of the Plan of Arrangement and, except as set out herein or in the Plan of Arrangement and with such adjustments as the circumstances require, the Arrangement Deferred Share Unit shall be deemed (unless otherwise determined by the Board) to have the same terms and conditions (including vesting and expiration) as the Outstanding Deferred Share Unit for which such Arrangement Deferred Share Unit was exchanged as part of the Plan of Arrangement.

(b) Notwithstanding anything contained herein to the contrary, (unless otherwise determined by the Board) all Arrangement Deferred Share Units issued to Arrangement Departing Participants shall immediately vest and the underlying Shares shall be issued to the holder of such Arrangement Deferred Share Units as soon as practicable by the Company following the Arrangement Effective Date (provided that the Company may establish a schedule for the settlement of Arrangement Deferred Share Units to ensure the orderly sale of Shares in the markets to satisfy tax withholding obligations), which Arrangement Deferred Share Units shall then be cancelled.