UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: January 2021
Commission file number: 001-38350
Lithium Americas Corp.
(Translation of Registrant's name into English)
900 West Hastings Street, Suite 300,
Vancouver, British Columbia,
Canada V6C 1E5
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover:
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
INCORPORATION BY REFERENCE
Exhibits 99.1, 99.2, 99.3 and 99.4 to this Form 6-K of Lithium Americas Corp. (the "Company") are hereby incorporated by reference as exhibits to the Registration Statement on Form F-10 (File No. 333- 249078) of the Company, as amended or supplemented.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Lithium Americas Corp. (Registrant) |
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By: |
/s/ Jonathan Evans |
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Name: |
Jonathan Evans |
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Title: |
Chief Executive Officer |
Dated: January 19, 2021
EXHIBIT INDEX
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Exhibit |
Description |
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. Name and Address of Company
Lithium Americas Corp. ("Lithium Americas" or the "Company")
300 - 900 West Hastings Street
Vancouver, BC, V6C 1E5
ITEM 2. Date of Material Change
November 19, 2020
ITEM 3. News Release
A news release with respect to the contents of this report was issued on November 19, 2020 and was disseminated through the facilities of recognized newswire services. A copy of the news release was filed on SEDAR.
ITEM 4. Summary of Material Change
On November 19, 2020, the Company announced the departure of Dr. Michael Fischer from his position as a Director of the Company effective immediately.
ITEM 5. Full Description of Material Change
On November 19, 2020, the Company announced the departure of Dr. Michael Fischer from his position as a Director of the Company effective immediately. Mr. Fischer served as the nominee of Bangchak Corporation Public Company Ltd. ("Bangchak") since his election to the Board on May 7, 2020.
The Company recently launched a recruitment process for new directors and expects to replace the vacancy on the Board of Directors created by Mr. Fischer's departure in due course.
ITEM 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
This report is not being filed on a confidential basis.
ITEM 7. Omitted Information
There are no significant facts required to be disclosed herein which have been omitted.
ITEM 8. Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:
Eduard Epshtein
Chief Financial Officer
300 - 900 West Hastings Street
Vancouver, BC, V6C 1E5
1 (778) 656-5811
ITEM 9. Date of Report
November 20, 2020
Cautionary Note Regarding Forward-Looking Statements
This report contains "forward-looking information" and "forward-looking statements" (which we refer to collectively as forward-looking information) under the provisions of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking information. Examples of forward-looking information in this report include the efforts to identify and retain a new director.
Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company's current views with Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company's current views with respect to future events and is necessarily based upon a number of assumptions that, while considered reasonable by the Company today, are inherently subject to significant uncertainties and contingencies. Forward-looking information also involve risks, assumptions and other factors are set out in the Company's management discussion analysis and most recent annual information form, copies of which are available on SEDAR at www.sedar.com.
Although the Company has attempted to identify important risks and assumptions, given the inherent uncertainties in such forward-looking information, there may be other factors that cause results to differ materially. Forward-looking information is made as of the date hereof and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.
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FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. Name and Address of Company
Lithium Americas Corp. ("Lithium Americas" or the "Company")
300 - 900 West Hastings Street
Vancouver, BC, V6C 1E5
ITEM 2. Date of Material Change
November 30, 2020
ITEM 3. News Release
A news release with respect to the contents of this report was issued on November 30, 2020 and was disseminated through the facilities of recognized newswire services. A copy of the news release was filed on SEDAR.
ITEM 4. Summary of Material Change
On November 30, 2020, the Company announced the completion of its at-the-market ("ATM") equity program that commenced on October 20, 2020. The Company issued a total of 9,266,587 common shares for approximate gross proceeds of US$100 million.
ITEM 5. Full Description of Material Change
The Company has completed all sales under its previously announced ATM program as of November 30, 2020. A total of 9,266,587 common shares were issued for approximate gross proceeds of US$100 million.
Net proceeds from the ATM program will be used for working capital and general corporate purposes.
ITEM 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
This report is not being filed on a confidential basis.
ITEM 7. Omitted Information
There are no significant facts required to be disclosed herein which have been omitted.
ITEM 8. Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:
Eduard Epshtein
Chief Financial Officer
300 - 900 West Hastings Street
Vancouver, BC, V6C 1E5
1 (778) 656-5811
ITEM 9. Date of Report
December 1, 2020
Cautionary Note Regarding Forward-Looking Statements
This report contains "forward-looking information" and "forward-looking statements" (which we refer to collectively as forward-looking information) under the provisions of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking information. Examples of forward-looking information in this report include the Company's expected use of net proceeds raised under the ATM program.
Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company's current views with Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company's current views with respect to future events and is necessarily based upon a number of assumptions that, while considered reasonable by the Company today, are inherently subject to significant uncertainties and contingencies. Forward-looking information also involve risks, assumptions and other factors are set out in the Company's management discussion analysis and most recent annual information form, copies of which are available on SEDAR at www.sedar.com.
Although the Company has attempted to identify important risks and assumptions, given the inherent uncertainties in such forward-looking information, there may be other factors that cause results to differ materially. Forward-looking information is made as of the date hereof and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.
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FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. Name and Address of Company
Lithium Americas Corp. ("Lithium Americas" or the "Company")
300 - 900 West Hastings Street
Vancouver, BC, V6C 1E5
ITEM 2. Date of Material Change
December 3, 2020
ITEM 3. News Release
A news release with respect to the contents of this report was issued on December 4, 2020 and was disseminated through the facilities of recognized newswire services. A copy of the news release was filed on SEDAR.
ITEM 4. Summary of Material Change
On December 4, 2020, the Company announced the publication of the Final Environmental Impact Statement ("Final EIS") by the U.S. Bureau of Land Management ("BLM") for the Company's Thacker Pass lithium project located in Humboldt County, Nevada. The Final EIS was publicly released by the BLM on December 3, 2020.
ITEM 5. Full Description of Material Change
The Company announced by news release on December 4, 2020 that the Final EIS was published by the BLM in respect of the Company's Thacker Pass lithium project located in Humboldt County, Nevada. The Final EIS was made public by the BLM on December 3, 2020.
The final step in the U.S. federal permitting process for the project is the issuance of the Record of Decision by the BLM, which the Company anticipates will be issued in early 2021. The Company has also submitted water protection permit applications to the State of Nevada, which are currently under consideration.
ITEM 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
This report is not being filed on a confidential basis.
ITEM 7. Omitted Information
There are no significant facts required to be disclosed herein which have been omitted.
ITEM 8. Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:
Eduard Epshtein
Chief Financial Officer
300 - 900 West Hastings Street
Vancouver, BC V6C 1E5
1 (778) 656-5811
ITEM 9. Date of Report
December 8, 2020
Cautionary Note Regarding Forward-Looking Statements
This report contains "forward-looking information" and "forward-looking statements" (which we refer to collectively as forward-looking information) under the provisions of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking information. Examples of forward-looking information in this report include the Company's expected timing for the Record of Decision to be issued by the BLM.
Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company's current views with respect to future events and is necessarily based upon a number of assumptions that, while considered reasonable by the Company today, are inherently subject to significant uncertainties and contingencies. Forward-looking information also involve risks, assumptions and other factors are set out in the Company's management discussion analysis and most recent annual information form, copies of which are available on SEDAR at www.sedar.com.
Although the Company has attempted to identify important risks and assumptions, given the inherent uncertainties in such forward-looking information, there may be other factors that cause results to differ materially. Forward-looking information is made as of the date hereof and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law.
Accordingly, readers are cautioned not to place undue reliance on forward- looking information.
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FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. Name and Address of Company
Lithium Americas Corp. ("Lithium Americas" or the "Company")
300 - 900 West Hastings Street
Vancouver, BC, V6C 1E5
ITEM 2. Date of Material Change
January 15, 2021
ITEM 3. News Release
A news release with respect to the contents of this report was issued on January 15, 2021 and was disseminated through the facilities of recognized newswire services. A copy of the news release was filed on SEDAR.
ITEM 4. Summary of Material Change
On January 15, 2021, the U.S. Bureau of Land Management ("BLM") issued a positive Record of Decision ("ROD") for the Company's proposed Thacker Pass lithium mine located in Humboldt County, Nevada.
ITEM 5. Full Description of Material Change
The BLM has issued a positive ROD for the Company's proposed development of a lithium mine on the Thacker Pass project located in Humboldt County, Nevada. The ROD was published by the BLM on January 15, 2021.
The ROD represents the final step in the U.S. federal permitting process for the development and operation of a lithium mine on the Thacker Pass project. The Company continues to pursue the balance of the required government authorizations at a sub-national level, including water protection permit applications with the State of Nevada, which are currently under consideration.
ITEM 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
This report is not being filed on a confidential basis.
ITEM 7. Omitted Information
There are no significant facts required to be disclosed herein which have been omitted.
ITEM 8. Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:
Eduard Epshtein
Chief Financial Officer
300 - 900 West Hastings Street
Vancouver, BC V6C 1E5
1 (778) 656-5811
ITEM 9. Date of Report
January 18, 2021
Cautionary Note Regarding Forward-Looking Statements
This report contains "forward-looking information" and "forward-looking statements" (which we refer to collectively as forward-looking information) under the provisions of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking information. Examples include the Company's expectations as to the development and permitting of the Thacker Pass lithium project.
Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company's current views with respect to future events and is necessarily based upon a number of assumptions that, while considered reasonable by the Company today, are inherently subject to significant uncertainties and contingencies. Forward-looking information also involve risks, assumptions and other factors are set out in the Company's management discussion analysis and most recent annual information form, copies of which are available on SEDAR at www.sedar.com and on the United States Securities and Exchange Commission's website at www.sec.gov.
Although the Company has attempted to identify important risks and assumptions, given the inherent uncertainties in such forward-looking information, there may be other factors that cause results to differ materially. Forward-looking information is made as of the date hereof and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law.
Accordingly, readers are cautioned not to place undue reliance on forward- looking information.
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