UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
Commission File Number
(Exact name of Registrant as specified in its charter)
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
Not applicable
(I.R.S. Employer Identification Number (if applicable))
(
(Address and telephone number of Registrant’s principal executive offices)
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(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not applicable.
For annual reports, indicate by check mark the information filed with this Form:
Annual information form |
Audited annual financial statements |
Number of outstanding shares of each of the issuer’s classes of
capital or common stock as of December 31, 2023:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-(b). ☐
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 40-F and the exhibits attached hereto (this “Annual Report”) are forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are subject to risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied. Investors are cautioned not to put undue reliance on forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading “Risk Factors” of the Annual Information Form for the year ended December 31, 2023 (the “2023 AIF”) of Lithium Americas (Argentina) Corp. (the “Company” or the “Registrant”), attached as Exhibit 99.1 to this Annual Report, and incorporated herein by reference, and in other filings that the Registrant has made and may make with applicable securities authorities in the future. Except as required by applicable law, the Registrant does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.
Explanatory Note
The Company is a Canadian issuer that is permitted, under the multijurisdictional disclosure system (“MJDS”) adopted in the United States, to prepare this Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.
Resource and Reserve Estimates
The exhibits incorporated by reference into this Annual Report have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Our mineral reserves and mineral resources have been calculated in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), as required by Canadian securities regulatory authorities. These standards are similar to, but differ in some ways from, the requirements of the United States Securities and Exchange Commission (the “SEC”) that are applicable to domestic United States reporting companies and foreign private issuers not eligible for MJDS. 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 incorporated into this Annual Report 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.
Annual Information Form
The Company’s Annual Information Form for the fiscal year ended December 31, 2023 is filed as Exhibit 99.1 to this Annual Report and is incorporated by reference herein.
Audited Annual Financial Statements
The audited consolidated financial statements of the Company for the years ended December 31, 2023 and 2022, including the report of the independent auditor thereon and the attestation report of the internal auditor pursuant to the Sarbanes-Oxley Act of 2002, are filed as Exhibit 99.2 to this Annual Report and are incorporated by reference herein.
Management’s Discussion and Analysis
The Company’s Management’s Discussion and Analysis dated March 20, 2024 for the year ended December 31, 2023, is filed as Exhibit 99.3 to this Annual Report and is incorporated by reference herein.
Certifications and Disclosure Regarding Controls and Procedures.
Certifications Regarding Controls and Procedures
See Exhibits 99.5 and 99.6 hereto.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2023, an evaluation of the effectiveness of the Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) was carried out by the Registrant’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on that evaluation, the CEO and CFO have concluded that as of such date the Registrant’s disclosure controls and procedures are effective to provide a reasonable level of assurance that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
It should be noted that while the CEO and CFO believe that the Registrant’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect the disclosure controls and procedures or internal control over financial reporting to be capable of preventing all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management’s Annual report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm
The required disclosure is included in the section entitled “Management’s Report on Internal Control Over Financial Reporting” in the Company’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2023, filed as Exhibit 99.3 hereto.
The Company is required to provide an auditor’s report on its internal control over financial reporting as of December 31, 2023. The required disclosure is included in the “Report of Independent Registered Public Accounting Firm” that accompanies the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2023, filed as Exhibit 99.2 hereto.
Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal controls over financial reporting during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Audit Committee Financial Expert
As of the date of this Annual Report, the Company’s Audit and Risk Committee is comprised of Robert Doyle (Chair), George Ireland and Calum Morrison, each of whom the Registrant’s board of directors (the “Board”) has determined is financially literate, meaning each such member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The Board has also determined that Mr. Doyle, Mr. Ireland and Mr. Morrison are independent within the meaning of the listing standards of the New York Stock Exchange. In addition, the Board has determined that Mr. Doyle and Mr. Morrison are each an “audit committee financial expert” within the meaning of the rules of the SEC. The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation, or affect the duties, obligations or liability of any other member of the audit committee or board of directors.
Code of Ethics
On October 4, 2023, the Registrant adopted a code of ethics, entitled the Code of Business Conduct and Ethics (the “Code”). The Code applies to all directors, officers and employees of the Registrant, including the CEO and CFO. The Code replaces the Registrant’s prior code of conduct and contains amendments to reflect the Registrant’s name change from “Lithium Americas Corp.” to “Lithium Americas (Argentina) Corp.” , to include provisions regarding anti-trust and fair competition matters, and other changes of housekeeping nature. A copy of the Code, as approved by the Board on October 4, 2023, is filed as Exhibit 99.16 hereto.
Since the adoption of the Code, there have not been any waivers, including implied waivers, from any provision of the Code. A copy of the Code can be found on the Registrant’s internet website at the following address: https://www.lithium-argentina.com/. Notwithstanding any reference to the Registrant’s website or other websites in this Annual Report or in the documents incorporated by reference herein or attached as Exhibits hereto, no information contained on the Registrant’s website or any other site shall be incorporated by reference in this Annual Report or in the documents incorporated by reference herein or attached as Exhibits hereto, unless explicitly incorporated.
Principal Accountant Fees and Services
The information provided under the headings “Audit and Risk Committee Information – Audit Fees” and “Audit and Risk Committee Information – Pre-Approval Policies and Procedures” contained in the 2023 AIF, filed as Exhibit 99.1 hereto, is incorporated by reference herein. The Registrant’s Audit and Risk Committee, or the Chair of the Registrant’s Audit and Risk Committee with authority delegated by the Committee, approved all of the Audit-Related and Tax services provided by
Off-Balance Sheet Arrangements
The information provided under the heading “Off-Balance Sheet Arrangements” contained in the MD&A, filed as Exhibit 99.3 hereto, and the information provided in note 6 of the Financial Statements, filed as Exhibit 99.2 hereto, are incorporated by reference herein.
Contractual Obligations
The discussion and analysis of the Company’s material cash requirements from known contractual and other obligations is provided under the heading “Contractual Obligations” contained in the MD&A, filed as Exhibit 99.3 hereto, which are incorporated by reference herein.
Identification of the Audit Committee
The Board has a separately designated standing Audit and Risk Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Section 303A.06 of the NYSE Listed Company Manual. The information provided under the heading “Audit and Risk Committee Information - Composition of the Audit and Risk Committee and Independence” contained in the 2023 AIF, filed as Exhibit 99.1 hereto, is incorporated by reference herein.
Notices Pursuant to Regulation BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2023 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
Mine Safety Disclosure
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”).
Corporate Governance
The Registrant believes that its corporate governance practices are consistent in all material respects with the applicable requirements of the corporate governance guidelines established by the Canadian Securities Administrators, the applicable corporate governance rules of the Toronto Stock Exchange and The New York Stock Exchange (the “NYSE Rules”) and the applicable rules and regulations of the SEC. The Registrant’s (i) Board Mandate, (ii) Audit and Risk Committee Charter, (iii) Governance, Nomination, Compensation and Leadership Committee Charter and (iv) disclosure of the significant ways in which the Registrant’s corporate governance practices differ from those required of domestic companies under the NYSE Rules are available on the Registrant’s website at https://www.lithium-argentina.com/.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Recovery of Erroneously Awarded Compensation
Not applicable.
EXHIBIT INDEX
Exhibit Number |
Description |
97 |
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99.1 |
Annual Information Form dated March 20, 2024 for the fiscal year ended December 31, 2023 |
99.2 |
Audited Consolidated Financial Statements as at and for the year ended December 31, 2023 |
99.3 |
Management’s Discussion and Analysis dated March 20, 2024 for the year ended December 31, 2023 |
99.4 |
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99.5 |
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99.6 |
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99.7 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.8 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.9 |
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99.10 |
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99.11 |
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99.12 |
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99.13 |
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99.14 |
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99.15 |
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99.16 |
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101.INS |
Inline XBRL Instance Document |
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the staff of the SEC, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of a Registrant’s agent for service shall be communicated promptly to the SEC by amendment to Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
DATED this 21st day of March 2024.
LITHIUM AMERICAS (ARGENTINA) CORP. |
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By: |
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/s/ Sam Pigott |
Name: |
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Sam Pigott |
Title: |
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President and Chief Executive Officer |