| | Item 6 of the Schedule 13D is hereby amended and supplemented to add the following information:
Joint Venture Agreement
Consistent with the terms of the Investment Agreement, on December 20, 2024, GM Holdings and LAC US entered into the Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC (the "Joint Venture Agreement"), concurrently with the consummation of GM Holdings' subscription and purchase from LNV of a number of units of LNV representing 38% of the issued and outstanding limited liability company interests in LNV (the "Purchased Membership Interest") pursuant to the Investment Agreement. As total consideration for the issuance of the Purchased Membership Interests to GM Holdings, GM Holdings made an initial capital contribution to LNV of $330,000,000 in cash on such date, and has agreed to (i) make an additional capital contribution to LNV of $100,000,000 upon the determination of a final investment decision with respect to the Thacker Pass Project, and (ii) provide letters of credit in an aggregate amount of up to $195,000,000, in each case, subject to the terms and conditions set forth in the Joint Venture Agreement.
The foregoing description of the Joint Venture Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.9 and is incorporated by reference herein.
Management Services Agreement
In connection with the establishment of the joint venture, on December 20, 2024, LAC Management LLC, a Nevada limited liability company (the "Manager"), LNV, Lithium Nevada LLC, a limited liability company organized and existing under the laws of the State of Nevada (as successor in interest to Lithium Nevada Corp., a corporation organized and existing under the laws of the State of Nevada, pursuant to the Restructuring (as such term is defined in the Investment Agreement), "LNC"), and the Issuer entered into a Management Services Agreement. Pursuant to such agreement, the Manager will provide LNC, LNV, and its other wholly-owned subsidiaries with services including executive level services, administrative and other general services. The term of the Management Services Agreement commenced on December 20, 2024 and will terminate, unless terminated earlier pursuant to certain terms in the agreement or extended by mutual agreement of the parties, on the earlier of regulatory approval of final reclamation and closure of the Thacker Pass Project and the date on which the Manager ceases to directly or indirectly own any equity interests in LNV. LNC will pay Manager a fee of $435,134 per month for the services provided by the Manager, with annual adjustments with the specified approval of LNC.
The foregoing description of the Management Services Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.10 and is incorporated by reference herein.
First Amendment to Phase 1 Offtake Agreement and Direct Agreement
On October 28, 2024 (such date, the "DOE Loan Closing Date"), the Issuer, indirectly through its subsidiaries, entered into certain agreements in connection with the issuance of a loan from the U.S. Department of Energy (the "DOE") for financing the construction of the processing facilities at the Thacker Pass Project (such agreements, collectively, the "DOE Loan"). Such loan was subsequently amended in connection with the Restructuring (as such term is defined in the Investment Agreement) as of the JV Closing Date. GM Holdings is not a party to the DOE Loan or amendment thereto.
As of the DOE Loan Closing Date, GM Holdings and the Issuer entered into an Assignment of Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings, pursuant to which Issuer assigned all of its interest in the Offtake Agreement to LNC. Further, as of the DOE Loan Closing Date, GM Holdings and the Issuer entered into the First Amendment to Phase 1 Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings (the "First Amendment to Phase 1 Offtake Agreement"), pursuant to which GM Holdings, the Issuer, and LNC agreed to certain amendments to the Offtake Agreement to support Issuer and LNC in connection with obtaining their loan from the DOE.
As of the DOE Loan Closing Date, GM Holdings and the Issuer also entered into a Direct Agreement, dated as of October 28, 2024, by and among GM Holdings, LNC, the Issuer, and Citibank, N.A., a national banking association, as collateral agent, pursuant to which GM Holdings consented to the pledge and assignment of, and the granting of a first-priority lien on and security interest in, all of the Issuer's and LNC's right, title and interest in, to and under the Offtake Agreement, as amended by the First Amendment to Phase 1 Offtake Agreement, in connection with the execution of the DOE Loan.
The foregoing descriptions of the Assignment of Offtake Agreement, First Amendment to Phase 1 Offtake Agreement, and Direct Agreement are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibit 10.11, 10.12, and 10.13, respectively, and are incorporated by reference herein.
Second Amendment to Phase 1 Offtake Agreement
As of the JV Closing Date, GM Holdings and the Issuer entered into the Second Amendment to Phase 1 Offtake Agreement, dated as of December 20, 2024, by and among Issuer, LNC, and GM Holdings, to reflect the establishment of the joint venture.
The foregoing description of the Second Amendment to Phase 1 Offtake Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.14 and is incorporated by reference herein.
Phase 2 Offtake Agreement and Direct Agreement
As of the JV Closing Date, GM Holdings and the Issuer agreed to enter into that certain Lithium Offtake Agreement (Phase Two), dated as of December 20, 2024, by and among GM Holdings, the Issuer and LNC (the "Phase 2 Offtake Agreement"), pursuant to which, following LNC's expansion phase of the Thacker Pass Project, which is anticipated to be a second production facility on or around the site of the initial phase of the Thacker Pass Project, GM Holdings or its affiliates are entitled to purchase from LNC, and LNC will produce, sell, and deliver to GM Holdings or its affiliates, further lithium carbonate produced from the Thacker Pass Project.
As of the JV Closing Date, GM Holdings, LNC, the Issuer, and Citibank, N.A., a national banking association, as collateral agent, also entered into a Direct Agreement, dated as of December 20, 2024, pursuant to which GM Holdings consented to the pledge and assignment of, and the granting of a first-priority lien on and security interest in, all of the Issuer's and LNC's right, title and interest in, to and under the Phase 2 Offtake Agreement.
The foregoing description of the Phase 2 Offtake Agreement and Direct Agreement is qualified in its entirety by reference to such agreements, copies of which are filed as Exhibit 10.15 and 10.16, respectively, and are incorporated by reference herein. |
| | 10.1 Master Purchase Agreement, dated January 30, 2023, between Remainco and GM Holdings (incorporated by reference to Exhibit 4.1 to the Issuer's Amendment No. 3 to Form 20-F and filed with the SEC on September 27, 2023)
10.2 Tranche 2 Subscription Agreement, dated October 3, 2023, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.13 to the Issuer's Report on Form 6-K for the month of October 2023 and filed with the SEC on October 5, 2023)
10.3 Offtake Agreement, dated February 16, 2023, between Remainco and GM Holdings (incorporated by reference to Exhibit 4.8 to the Issuer's Amendment No. 3 to Form 20-F and filed with the SEC on September 27, 2023)
10.4 Investor Rights Agreement, dated October 3, 2023, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.14 to the Issuer's Report on Form 6-K for the month of October 2023 and filed with the SEC on October 5, 2023)
10.5 Letter Agreement, dated August 29, 2024, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.1 to the Issuer's Report on Form 6-K filed with the SEC on September 3, 2024)
10.6 Investment Agreement, dated October 15, 2024, between the Issuer, GM Holdings, and LNV (incorporated by reference to Exhibit 99.2 to the Issuer's Report on Form 6-K filed with the SEC on October 17, 2024)
10.7 Termination Agreement, dated October 15, 2024, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.3 to the Issuer's Report on Form 6-K filed with the SEC on October 17, 2024)
10.8 Amended and Restated Investor Rights Agreement, dated October 15, 2024, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.4 to the Issuer's Report on Form 6-K filed with the SEC on October 17, 2024)
10.9 Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC, dated December 20, 2024, between LAC US and GM Holdings (incorporated by reference to Exhibit 99.1 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
10.10 Management Services Agreement, dated December 20, 2024, among Manager, LNV, LNC, and the Issuer (incorporated by reference to Exhibit 99.2 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
10.11 Assignment of Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings (incorporated by reference to Exhibit 99.3 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
10.12 First Amendment to Phase 1 Offtake Agreement, dated as of October 28, 2024, by and among Issuer, LNC, and GM Holdings (incorporated by reference to Exhibit 99.4 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
10.13 Direct Agreement, dated as of October 28, 2024, by and among GM Holdings, LNC, the Issuer, and Citibank, N.A. (incorporated by reference to Exhibit 99.5 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
10.14 Second Amendment to Phase 1 Offtake Agreement, dated as of December 20, 2024, by and among Issuer, LNC, and GM Holdings (incorporated by reference to Exhibit 99.6 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
10.15 Lithium Offtake Agreement (Phase Two), dated as of December 20, 2024, by and among GM Holdings, the Issuer and LNC (incorporated by reference to Exhibit 99.7 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
10.16 Direct Agreement, dated as of December 20, 2024, by and among GM Holdings, LNC, the Issuer, and Citibank, N.A. (incorporated by reference to Exhibit 99.8 to the Issuer's Report on Form 6-K filed with the SEC on December 23, 2024)
99.1 Joint Filing Agreement, dated December 23, 2024, by and between the Reporting Persons
99.2 Directors and Executive Officers of GM and GM Holdings |
