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 2025
Commission file number: 001-38350
Lithium Americas (Argentina) 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]
EXHIBIT INDEX
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.
| Dated: January 21, 2025 |
LITHIUM AMERICAS (ARGENTINA) CORP. |
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By: |
/s/ Samuel Pigott |
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Name: |
Samuel Pigott |
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Title: |
President and Chief Executive Officer |
| NEWS RELEASE |
|
Lithium Argentina Shareholders Approve
Corporate Migration to Switzerland
January 17, 2025 - Vancouver, Canada: Lithium Americas (Argentina) Corp. ("Lithium Argentina" or the "Company") (TSX: LAAC) (NYSE: LAAC) is pleased to announce that today, the Company's shareholders approved its plan to change its place of incorporation from Canada to Switzerland ("Corporate Migration") at its Special Meeting of Shareholders ("Special Meeting"). The Special Meeting saw representation of 39.78% of the total shares outstanding being voted.
The arrangement resolution to approve the Corporate Migration to Switzerland received overwhelming support with 99.23% approval from all voting shareholders.
"We appreciate our shareholders' vote of confidence in our strategy which aims to strengthen Lithium Argentina's position with expanded financial and strategic flexibility going forward," said Sam Pigott, President and CEO of Lithium Argentina. "Our team is focused on strengthening operations in Argentina, building on strong production at Caucharí-Olaroz, while enhancing efficiency and advancing growth to solidify our role in the electromobility supply chain."
The Corporate Migration of the Company is expected to become effective on or about January 23, 2025, subject to customary approvals, including the receipt of the final court order from the Supreme Court of British Columbia.
Final voting results on all matters voted on at the Special Meeting will be reported in the Company's Report of Voting Results to be filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov) and posted to the Investors section of the Company's website at www.lithium-argentina.com.
ABOUT LITHIUM ARGENTINA
Lithium Argentina is a producer of lithium carbonate for use primarily in lithium-ion batteries and electric vehicles. The Company, in partnership with Ganfeng Lithium Co.,Ltd, is operating the Caucharí-Olaroz lithium brine operation in Argentina and advancing development of additional lithium resources in the region. Lithium Argentina currently trades on the TSX and on the NYSE.
For further information contact:
Investor Relations
Telephone: +1 778-653-8092
Email: Kelly.obrien@lithium-argentina.com
Website: www.lithium-argentina.com
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as "forward-looking information"). These statements relate to future events or the Company's future performance. All statements, other than statements of historical fact, may be forward-looking information. Forward-looking information generally can be identified by the use of words such as "seek," "anticipate," "plan," "continue," "estimate," "expect," "may," "will," "project," "predict," "propose," "potential," "targeting," "intend," "could," "might," "should," "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.
In particular, this news release contains forward-looking information, including, without limitation, with respect to the following matters or the Company's expectations relating to matters such as the anticipated timing of the final order of the British Columbia Supreme Court; the anticipated timing for effecting the transaction; the expected growth initiatives in the lithium industry; and the Company's positioning us for a successful future.
Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information contained in this news release is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, including, but not limited to those related to: uncertainties with respect to satisfying requirements of necessity or desirability of permitting or facilitating the completion of the transaction; the continued listing on the TSX and NYSE; being subject to satisfying all conditions prescribed by the exchanges; there being no guarantee that the redomiciling will procure the anticipated benefits nor that the expected impacts will materialize as expected; potential adverse tax consequences resulting from the transaction; discretion of the Company to implement the redomicile or not; risks associated with the Company being governed under a different corporate legal regime post continuation; change in the rights of shareholders as a result of the continuation; unforeseen events that could prevent, delay in or increase in cost of completing the continuation; uncertainties inherent to economic studies and mineral resource and reserve estimates; global financial markets, general economic conditions, competitive business environments, and other factors that may negatively impact the Company's financial condition; the inability of the Company to secure sufficient additional financing to develop the Company's mineral projects; and all the other risk factors identified herein and in the Company's latest annual information form and in other continuous disclosure filings available on SEDAR+ and EDGAR. All forward-looking statements included in this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this press release and, except as required by applicable law, the Company does not undertake 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 that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.
LITHIUM AMERICAS (ARGENTINA) CORP.
Voting Results for the Special Meeting of Shareholders of
Lithium Americas (Argentina) Corp. (the "Company") held on January 17, 2025 (the "Meeting")
REPORT OF VOTING RESULTS
National Instrument 51-102 - Continuous Disclosure Obligations
Section 11.3
Matters Voted Upon
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Outcome of Vote
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Votes For
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Votes Against
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1. Pass a special resolution approving an arrangement under the Business Corporations Act (British Columbia) to effect a continuation of the Company under article 161 et seq. of the Swiss Federal Act on International Private Law and under articles 620 et seqq. of the Swiss Code of Obligations, as a corporation domiciled in Zug, Canton of Zug, Switzerland, as if the Company had been incorporated under the Swiss Code of Obligations.
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Carried
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63,926,193
(99.23%)
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496,395
(0.77%%)
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|
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|
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Outcome of Vote
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Votes For
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Votes Against
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2. Pass an ordinary resolution approving the change of name of the Company from Lithium Americas (Argentina) Corp. to "Lithium Argentina AG/Lithium Argentina SA".
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Carried
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63,871,781
(99.15%)
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550,807
(0.85%)
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|
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|
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Outcome of Vote
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Votes For
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Votes Against
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3. Pass a special resolution approving the corporate purpose of the Company by adopting article 2 of the articles of association attached as Schedule "C" to the management information circular of the Company date December 4, 2024 (the "Circular").
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Carried
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63,900,054
(99.19%)
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522,533
(0.81%)
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|
|
|
|
|
|
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Outcome of Vote
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Votes For
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Votes Against
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4. Pass an ordinary resolution approving the share capital of the Company by adopting article 3 of the articles of association attached as Schedule "C" to the Circular.
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Carried
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62,624,151
(97.21%)
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1,798,436
(2.79%)
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|
|
|
|
|
|
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Outcome of Vote
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Votes For
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Votes Against
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5. Pass a special resolution approving a capital band by adopting article 4 of the articles of association attached as Schedule "C" to the Circular, as amended and approved at the Meeting.
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Carried
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55,725,602
(86.50%)
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8,696,987
(13.50%)
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|
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Outcome of Vote
|
Votes For
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Votes Against
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6. Pass a special resolution approving conditional capital for equity incentive plans by adopting article 5 of the articles of association attached as Schedule "C" to the Circular, as amended and approved at the Meeting.
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Carried
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52,776,473
(81.92%)
|
11,646,116
(18.08%)
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|
|
|
|
|
|
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Outcome of Vote
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Votes For
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Votes Against
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7. Pass a special resolution approving conditional capital for financing purposes by adopting article 6 of the articles of association attached as Schedule "C" to the Circular, as amended and approved at the Meeting.
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Carried
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55,604,578
(86.31%)
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8,818,011
(13.69%)
|
|
|
|
|
|
|
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Outcome of Vote
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Votes For
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Votes Against
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8. Pass a special resolution authorizing the new articles of association of the Company in substantially the same form as the articles of association attached as Schedule "C" to the Circular, as amended and approved at the Meeting.
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Carried
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62,238,668
(96.61%)
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2,183,921
(3.39%)
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|
|
|
|
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|
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Outcome of Vote
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Votes For
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Votes Against
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9. Pass a special resolution approving Swiss law as the authoritative and applicable legislation of the Company, that the business of the Company be transferred from Vancouver, British Columbia, Canada to Zug, Canton Zug, Switzerland, and that the Company shall have a new registered office with offices of its own situated at the following address: Dammstrasse 19, 6300, Zug, Switzerland.
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Carried
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63,896,052
(99.18%)
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526,537
(0.82%)
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|
|
|
|
|
|
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Outcome of Vote
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Votes For
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Votes Against
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10. Pass an ordinary resolution approving the appointment of PricewaterhouseCoopers AG, with registered office in Zug (CHE-254.525.813), as the Company's statutory auditor, pursuant to Swiss law.
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Carried
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63,920,254
(99.22%)
|
502,333
(0.78%)
|
|
|
|
|
|
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Outcome of Vote
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Votes For
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Votes Against
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11. Pass an ordinary resolution confirming the appointment of John Kanellitsas to the board of directors of the Company (the "Board") and as executive chair of the Board for a term extending until completion of the next annual general meeting in 2025.
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Carried
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63,393,169
(98.40%)
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1,029,418
(1.60%)
|
|
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Outcome of Vote
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Votes For
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Votes Against
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12. Pass an ordinary resolution confirming the appointment of Sam Pigott to the Board for a term extending until completion of the next annual general meeting in 2025.
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Carried
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63,570,863
(98.68%)
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851,725
(1.32%)
|
|
|
|
|
|
|
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Outcome of Vote
|
Votes For
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Votes Against
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|
13. Pass an ordinary resolution confirming the appointment of George Ireland to the Board and a member of the Board's Governance, Nomination, Compensation and Leadership Committee for a term extending until completion of the next annual general meeting in 2025.
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Carried
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62,655,993
(97.26%)
|
1,766,595
(2.74%)
|
|
|
|
|
|
|
|
Outcome of Vote
|
Votes For
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Votes Against
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14. Pass an ordinary resolution confirming the appointment of Diego Lopez Casanello to the Board for a term extending until completion of the next annual general meeting in 2025.
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Carried
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63,843,025
(99.10%)
|
579,564
(0.90%)
|
|
|
|
|
|
|
|
Outcome of Vote
|
Votes For
|
Votes Against
|
|
15. Pass an ordinary resolution confirming the appointment of Robert Doyle to the Board and a member of the Board's Governance, Nomination, Compensation and Leadership Committee for a term extending until completion of the next annual general meeting in 2025.
|
Carried
|
62,817,490
(97.51%)
|
1,605,097
(2.49%)
|
|
|
|
|
|
|
|
Outcome of Vote
|
Votes For
|
Votes Against
|
|
16. Pass an ordinary resolution confirming the appointment of Franco Mignacco to the Board for a term extending until completion of the next annual general meeting in 2025.
|
Carried
|
63,581,878
(98.70%)
|
840,710
(1.30%)
|
|
|
|
|
|
|
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Outcome of Vote
|
Votes For
|
Votes Against
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17. Pass an ordinary resolution confirming the appointment of Monica Moretto to the Board for a term extending until completion of the next annual general meeting in 2025.
|
Carried
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63,862,553
(99.13%)
|
560,035
(0.87%)
|
|
|
Outcome of Vote
|
Votes For
|
Votes Against
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|
18. Pass an ordinary resolution confirming the appointment of Calum Morrison to the Board and a member of the Board's Governance, Nomination, Compensation and Leadership Committee for a term extending until completion of the next annual general meeting in 2025.
|
Carried
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60,579,859
(94.04%)
|
3,842,727
(5.96%)
|
|
|
|
|
|
|
|
Outcome of Vote
|
Votes For
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Votes Against
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19. Pass an ordinary resolution electing Anwaltskanzlei Keller AG, Splügenstrasse 8, 8002 Zürich as the independent representative of the Company for a term extending until completion of the annual general meeting in 2025.
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Carried
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63,830,660
(99.08%)
|
591,930
(0.92%)
|
The vote on all matters was conducted by ballot at the virtual Meeting (and accordingly, the above totals represent proxies cast in addition to the votes cast in person at the Meeting and online on the virtual meeting platform).
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