LITHIUM AMERICAS CORP. (Form: F-10, Received: 01/18/2018 06:24:56)

pursuant to Rule 467(b) on at (designate a time not sooner than 7 calendar days after filing).

pursuant to Rule 467(b) on at (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on .

pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

after the filing of the next amendment to this form (if preliminary material is being filed).

As filed with the Securities and Exchange Commission on January 18, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LITHIUM AMERICAS CORP.

(Exact name of Registrant as specified in its charter)

British Columbia

1000

Not Applicable

(Province or Other Jurisdiction

of Incorporation or Organization)

(Primary Standard Industrial Classification)

Code Number (if applicable))

(I.R.S. Employer Identification Number

(if applicable))

355 Burrard Street, Suite 1100,

Vancouver, British Columbia

Canada, V6C 2G8

(778) 656-5820

(Address and telephone number of Registrant’s principal executive offices)

C T Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 590-9200

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

W. Thomas Hodgson

Lithium Americas Corp.

355 Burrard Street, Suite 1100

Vancouver, British Columbia, Canada

V6C 2G8

(778) 656-5811

Rob Lando

Osler, Hoskin & Harcourt LLP

620 Eighth Avenue, 36th Floor

New York, New York 10018

(212) 867-5800

Approximate date of commencement of proposed sale of the securities to the public:

From time to time after the effective date of this Registration Statement

Province of British Columbia, Canada

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box):


A.☐				Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada)
B.☒				At some future date (check the appropriate box below):

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf short form prospectus offering procedures, check the following box. ☒

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per security	Proposed maximum aggregate offering price (2)	Amount of registration fee (3)
Common Shares	—	—	—	—
Preferred Shares	—	—	—	—
Debt Securities	—	—	—	—
Warrants	—	—	—	—
Subscription Receipts (4)	—	—	—	—
Units (5)	—	—	—	—
Total	US$500,000,000	(3)	US$500,000,000	US$62,250

(1)

There are being registered under this Registration Statement on Form F-10 (this “Registration Statement”) such indeterminate number of common shares, preferred shares, debt securities, subscription receipts, warrants and units (all the foregoing collectively, the “Securities”) of Lithium Americas Corp. (the “Registrant”) as shall have an aggregate initial offering price of up to US$500,000,000 (or its equivalent in any other currency used to denominate the Securities). Any Securities registered under this Registration Statement may be sold separately or as units with other Securities registered under this Registration Statement.

(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

(3)	The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant in connection with the sale of Securities under this Registration Statement.

(4)	Each subscription receipt will be issued under a subscription receipt agreement and will represent a right to exchange such subscription receipt into common shares, preferred shares or debt securities.

(5)	Each unit will consist of one or more of the Registrant’s common shares, preferred shares, subscription receipts, warrants and debt securities.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the U.S. Securities and Exchange Commission (the “Commission”), acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than the Province of Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada, other than the Province of Québec, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Lithium Americas Corp. at Suite 1100, 355 Burrard Street, Vancouver, British Columbia, Canada, V6C 2G8, telephone: (778)-656-5820, and are also available electronically at www.sedar.com .

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS


New Issue and/or Secondary Offering		January 17, 2018

LOGO

LITHIUM AMERICAS CORP.

US$500,000,000

Common Shares

Preferred Shares

Debt Securities

Subscription Receipts

Warrants

Units

Lithium Americas Corp. (“ LAC ”, “ we ” or the “ Company ”) may from time to time offer and issue common shares (“ Common Shares ”), preferred shares (“ Preferred Shares ”), senior and subordinated debt securities, including convertible debt securities (collectively, “ Debt Securities ”), subscription receipts (“ Subscription Receipts ”), warrants to purchase Common Shares (“ Warrants ”) and units comprised of one or more of the other securities described in this prospectus (“ Units ”, and together with the Common Shares, Preferred Shares, Debt Securities, Subscription Receipts and Warrants, the “ Securities ”) having an aggregate offering price of up to US$500,000,000 (or its equivalent in Canadian dollars or other currencies), during the 25-month period that this short form base shelf prospectus, including any amendments hereto (the “ Prospectus ”), remains effective. This Prospectus qualifies the distribution of Securities by the Company and by selling securityholders, as described below. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (each, a “ Prospectus Supplement ”). One or more selling securityholders may also offer and sell Securities under this Prospectus.

The specific terms of any offering of Securities will be set out in the applicable Prospectus Supplement including, where applicable: (i) in the case of Common Shares, the number of shares offered and the offering price (or the manner of determination thereof if offered on a non-fixed price basis); (ii) in the case of Preferred Shares, the designation of the particular class, series, liquidation preference amount, the number of shares offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the currency or currency unit for which such shares may be purchased, any voting rights, any rights to receive dividends, any terms of redemption, any conversion or exchange rights and any other specific terms; (iii) in the case of the Debt Securities, the specific designation of the Debt Securities, whether such Debt Securities are senior or subordinated, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions and any other specific terms; (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts for Common Shares, Preferred Shares or Debt Securities, as the case may be, the currency or currency unit in which the Subscription Receipts are issued and any other specific terms; (v) in the case of Warrants, the designation, number and terms of the Common Shares, Preferred Shares or Debt Securities or other Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of those numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; and (vi) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units, the currency or currency unit in which the Units are issued and any other specific terms. A Prospectus Supplement may include other specific terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus. You should read this Prospectus and any applicable Prospectus Supplement carefully before you invest in any Securities.

There are certain risks inherent in an investment in our Securities and in our activities. Prospective investors should carefully read and consider the risk factors described or referenced under the headings “Forward-Looking Information” and “Risk Factors” in this Prospectus, contained in any of the documents incorporated by reference herein, and in any applicable Prospectus Supplement, before purchasing Securities. See “Forward-Looking Information” and “ Risk Factors ” below and the “Risk Factors” section of the applicable Prospectus Supplement.

All dollar amounts in this Prospectus are in United States dollars, unless otherwise indicated. See “Currency and Exchange Rate Information”.

The outstanding Common Shares of the Company are listed for trading on the Toronto Stock Exchange (“ TSX ”) under the trading symbol “LAC” and on the OTCQX International (“ OTCQX ”) under the trading symbol “LACDF”. On January 16, 2018, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was C$10.99 and the closing price of the Common Shares on the OTCQX was US$8.8695. The Company has also received approval for the listing of the Common Shares on the New York Stock Exchange (“NYSE”). The Company expects its Common Shares will open for trading on the NYSE on January 25, 2018, under the symbol “LAC”. The Common Shares are expected to continue to trade on the OTCQX until the close of market on January 24, 2018. See “Business of the Company – Recent Developments”.

There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “Risk Factors” below and the “Risk Factors” section of the applicable Prospectus Supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE ‘‘SEC’’) OR ANY STATE SECURITIES COMMISSION OR REGULATOR NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We are permitted, under the multi-jurisdictional disclosure system adopted by the securities regulatory authorities in the United States and Canada (“MJDS”), to prepare this Prospectus in accordance with Canadian disclosure requirements, which are different from United States disclosure requirements.

We prepare our financial statements, which are incorporated by reference herein, in United States dollars and in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

Owning Securities may subject you to tax consequences both in Canada and the United States. Such tax consequences, including for investors who are resident in, or citizens of, the United States and Canada, are not described in this Prospectus and may not be fully described in any applicable Prospectus Supplement. You should read the tax discussion in any Prospectus Supplement with respect to a particular offering of Securities and consult your own tax advisor with respect to your own particular circumstances.

Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely because: (i) the Company is incorporated in British Columbia, a province of Canada; (ii) most of the officers and directors and some of the experts named in this Prospectus are not residents of the United States; and (iii) certain of our assets and all or a substantial portion of the assets of such persons are located outside of the United States. See “Enforceability of Certain Civil Liabilities and Agent for Service of Process”.

Certain of our directors and officers and some of the experts named in this Prospectus reside outside of Canada. See “Enforceability of Certain Civil Liabilities and Agent for Service of Process”.

This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as LIBOR, EURIBOR or a United States federal funds rate.

We and any selling securityholder may offer and sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly or through agents. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, if any, engaged by the Company and/or the selling securityholders in connection with the offering and sale of Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities including, to the extent applicable, the proceeds to us and/or the selling securityholders, and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers at the time of sale, which prices may vary between purchasers and during the period of distribution. If Securities are offered on a non-fixed price basis, the underwriters’, dealers’ or agents’ compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to us. See “Plan of Distribution”.

Unless otherwise specified in the relevant Prospectus Supplement, subject to applicable laws, in connection with any offering of Securities, the underwriters, dealers or agents may effect transactions that stabilize or maintain the market price of the Securities at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

As of the date of this Prospectus, no underwriter or dealer is in a contractual relationship with the Company or a selling securityholder requiring the underwriter or dealer to distribute under this Prospectus.

The Company’s head office is located at Suite 1100, 355 Burrard Street, Vancouver, British Columbia, V6C 2G8 and its registered office is located at 2200-885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

All shelf information permitted under applicable law to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

iii

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS		C-1
FORWARD-LOOKING INFORMATION		C-1
NOTICE REGARDING REPRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES		C-3
PRESENTATION OF FINANCIAL INFORMATION		C-3
CURRENCY AND EXCHANGE RATE INFORMATION		C-3
DOCUMENTS INCORPORATED BY REFERENCE		C-3
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		C-5
AVAILABLE INFORMATION		C-5
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS		C-6
THE COMPANY		C-6
BUSINESS OF THE COMPANY		C-7
CAUCHARI-OLAROZ PROJECT		C-8
CONSOLIDATED CAPITALIZATION		C-18
EARNINGS COVERAGE RATIOS		C-18
DESCRIPTION OF COMMON SHARES		C-18
DESCRIPTION OF PREFERRED SHARES		C-19
DESCRIPTION OF DEBT SECURITIES		C-19
DESCRIPTION OF SUBSCRIPTION RECEIPTS		C-21
DESCRIPTION OF WARRANTS		C-22
DESCRIPTION OF UNITS		C-22
SELLING SECURITYHOLDERS		C-23
PLAN OF DISTRIBUTION		C-23
USE OF PROCEEDS		C-24
TRADING PRICE AND VOLUME		C-25
PRIOR SALES		C-25
CERTAIN INCOME TAX CONSIDERATIONS		C-28
RISK FACTORS		C-28
LEGAL MATTERS		C-29
INTERESTS OF EXPERTS		C-29
AUDITORS, TRANSFER AGENT AND REGISTRAR		C-29
GLOSSARY OF TERMS		C-30

ABOUT THIS PROSPECTUS

This Prospectus provides a general description of the Securities that we and/or a selling securityholder may offer. Each time we and/or a selling securityholder sell Securities under this Prospectus, we will provide you with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, you should read both this Prospectus and any applicable Prospectus Supplement, together with the additional information described below and in the applicable Prospectus Supplement under “Documents Incorporated by Reference”.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. Neither we, nor any selling securityholder has authorized anyone to provide investors with different or additional information. Neither we nor any selling securityholder is making an offer of Securities in any jurisdiction where the offer is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of such documents.

Unless we have indicated otherwise, or the context otherwise requires, references in this Prospectus and any Prospectus Supplement to “LAC”, the “Company”, “we”, “us” and “our” refer to Lithium Americas Corp. and/or, as applicable, one or more of its subsidiaries.

FORWARD-LOOKING INFORMATION

This Prospectus, including the documents incorporated herein by reference, 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. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. 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 Prospectus contains or incorporates by reference forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: capital expenditures and programs; estimates of the mineral resources and reserves at its properties; development of mineral resources and reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of mineral resources and reserves estimates; the timing and amount of future production; currency exchange and interest rates, expected outcome and timing of environmental surveys and permit applications and other environmental matters; the Company’s ability to raise capital; expected expenditures to be made by the Company on its properties; the timing, cost, quantity, capacity and product quality of production of the Cauchari-Olaroz lithium project in Jujuy, Argentina (the “ Cauchari-Olaroz Project ”), which is held and operated through the Company’s joint venture with Sociedad Quimica y Minera de Chile S.A. (“ SQM ”); capital costs, operating costs, sustaining capital requirements, after tax net present value and internal rate of return and sensitivity analyses, net cash flows and EBITDA of the Cauchari-Olaroz Project; the cost, timing and size of a potential expansion of the Cauchari-Olaroz Project; the completion of a preliminary feasibility study in respect of lithium production at the Company’s lithium project located in Humboldt County, Nevada (the “ Lithium Nevada Project ”); the development of new organoclay products and the timing, cost, quantity, capacity and product quality of sales and commercial production at the Fernley Facility; and the timing and completion of the listing of the Common Shares on the NYSE.

C-1

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 is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to forward-looking information listed above and incorporated by reference herein, the Company has made assumptions regarding, among other things:

•

uncertainties relating to receiving mining, exploration, environmental and other permits or approvals in Nevada and Argentina;

•

the impact of increasing competition in the lithium business;

•

unpredictable changes to the market prices for lithium and clay-based organoclay products;

•

exploration, development and construction costs for the Cauchari-Olaroz Project and the Lithium Nevada Project;

•

anticipated results of exploration, development and construction activities;

•

the Company’s ability to obtain additional financing on satisfactory terms or at all;

•

the ability to achieve production at any of the Company’s mineral exploration and development properties;

•

completion of a preliminary feasibility study in respect of the Lithium Nevada Project;

•

preparation of a development plan for lithium production at the Lithium Nevada Project; and

•

the continued growth of the shale gas and ultra-deep oil drilling and the growth of demand for lithium chemicals.

Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, we can give no assurance that these assumptions and expectations will prove to be correct, and since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information.

The Company’s actual results could differ materially from those anticipated in any forward-looking information as a result of the risk factors contained and incorporated by reference in this Prospectus, including but not limited to, the factors referred to under the heading “Risk Factors” in this Prospectus, under the heading “Describe the Business – Risk Factors” in our most recent annual information form and under the heading “Risks and Uncertainties” in our management’s discussion and analysis for our most recently completed audited financial year. Such risks also include, but are not limited to the following: volatility in the market price for minerals; uncertainties associated with estimating mineral resources and mineral reserves, including uncertainties relating to the assumptions underlying mineral resource and mineral reserve estimates; uncertainty of whether there will ever be production at the Company’s mineral exploration properties; geological, technical, drilling or processing problems; uncertainties in estimating capital and operating costs, cash flows and other project economics; liabilities and risks, including environmental liabilities and risks inherent in mineral extraction operations; fluctuations in currency exchange and interest rates; incorrect assessments of the value of acquisitions; unanticipated results of exploration activities; competition for, amongst other things, capital, undeveloped lands and skilled personnel; lack of availability of additional financing on terms acceptable to the Company and/or joint venture partners; unpredictable weather conditions; unanticipated delays in preparing technical studies; the ability to manufacture organoclay products that meets customer requirements; an increase in the costs of manufacturing organoclay products, including the costs of any raw materials used in the process; and a reduction in the demand for shale or ultra-deep drilling or in the demand for lithium. Consequently, actual results and events may vary significantly from those included in, contemplated or implied by such statements.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained or incorporated by reference in this Prospectus is expressly qualified by these cautionary statements. All forward-looking information in this Prospectus speaks as of the date of this Prospectus. The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Additional information about these assumptions and risks and uncertainties is contained in our filings with securities regulators, including our most recent annual information form and our management’s discussion and analysis for our most recently completed financial year, which are available on SEDAR at www.sedar.com .

C-2

NOTICE REGARDING REPRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

Our mineral reserves and mineral resources have been calculated in accordance with NI 43-101, as required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7 under the Exchange Act, as interpreted by the staff of the SEC, applies different standards in order to classify mineralization as a reserve. In addition, while the terms “measured,” “indicated” and “inferred” mineral resources are required pursuant to NI 43-101, the SEC does not recognize such terms. Canadian standards differ significantly from the requirements of the SEC, and mineral resource information contained herein and in the documents incorporated herein by reference is not comparable to similar information regarding mineral reserves disclosed in accordance with the requirements of the SEC. Investors should understand that “inferred” mineral resources have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. In addition, investors are cautioned not to assume that any part or all of our mineral resources constitute or will be converted into reserves. Accordingly, information contained in this Prospectus and in the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting requirements of United States federal securities laws and the rules and regulations thereunder.

PRESENTATION OF FINANCIAL INFORMATION

We present our financial statements in United States dollars and our financial statements are prepared in accordance with IFRS. Unless otherwise indicated, financial information included or incorporated by reference in this Prospectus has been prepared in accordance with IFRS. As a result, certain financial information included or incorporated by reference in this Prospectus may not be comparable to financial information prepared by companies in the United States. Certain calculations included in tables and other figures in this Prospectus have been rounded for clarity of presentation.

CURRENCY AND EXCHANGE RATE INFORMATION

This Prospectus contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars. References to “$” or “US$” are to United States dollars and references to “C$” are to Canadian dollars. The following table sets forth, for each of the periods indicated, the high, low and average exchange rates for the conversion of Canadian dollars into United States dollars, based on the daily exchange rate as reported by the Bank of Canada:


	Nine months ended September 30,				Year ended December 31,
	2017		2016		2017		2016
High		1.3743		1.4589		1.3743		1.4589
Low		1.2128		1.2544		1.2128		1.2544
Average		1.3074		1.3218		1.2986		1.3248
Rate at end of period		1.2480		1.3117		1.2545		1.3427

On January 16, 2018, the exchange rate for United States dollars expressed in terms of the Canadian dollar, as reported by the Bank of Canada was US$1.00 = C$1.2419.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed by us with securities commissions or similar authorities in Canada. As of the date of this Prospectus, the following documents, filed by the Company with the securities commissions or similar authorities in each of the provinces of Canada, other than the Province of Québec, are specifically incorporated by reference into, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, as further described below:

(a)

the annual information form of the Company dated March 28, 2017 for the year ended December 31, 2016 (the “ 2016 AIF ”);

(b)

the audited consolidated financial statements of the Company as at and for the fifteen months ended December 31, 2016 and the twelve months ended September 30, 2015, together with the notes thereto and the independent auditor’s report thereon;

C-3

(c)

the management’s discussion and analysis of results of operations and financial condition of the Company for the fifteen months ended December 31, 2016;

(d)

the unaudited condensed consolidated financial statements of the Company as at September 30, 2017 and December 31, 2016 and for the three and nine month periods ended September 30, 2017 and September 30, 2016, together with the notes thereto;

(e)

the management’s discussion and analysis of the financial condition and results of operations of the Company for the three and nine month period ended September 30, 2017;

(f)

the management information circular of the Company dated February 17, 2017 prepared in connection with the special meeting of shareholders held on March 27, 2017;

(g)

the management information circular of the Company dated July 5, 2017 prepared in connection with the annual general meeting of shareholders held on August 14, 2017;

(h)

the material change report of the Company dated January 27, 2017 relating to Company’s entry into an investment agreement with GFL International Co., Ltd. (“ GFL ”), an affiliate of Jiangxi Ganfeng Lithium Co., Ltd. (“ Ganfeng ”), for funding to advance the construction of the Cauchari-Olaroz Project;

(i)

the material change report of the Company dated January 27, 2017 relating to Company’s entry into an investment agreement with BCP Innovation PTE. Ltd. (“ BCP ”), an affiliate of Bangchak Corporation Public Company Limited (“ Bangchak ”) for funding to advance the construction of the Cauchari-Olaroz Project;

(j)

the material change report of the Company dated April 6, 2017 relating to Company’s announcement of the results of a Definitive Feasibility Study on the first stage of the Cauchari-Olaroz Project;

(k)

the material change report of the Company dated June 19, 2017 relating to the closing of certain transactions in connection with the investment agreement dated January 17, 2017 between the Company and GFL (the “ June MCR ”);

(l)

the material change report of the Company dated July 24, 2017 relating to the closing of certain transactions in connection with the investment agreement dated January 19, 2017 between the Company and BCP (the “ July MCR ”); and

(m)

the material change report of the Company dated November 9, 2017 relating to the Company’s announcement regarding the listing of the Common Shares on the NYSE and implementation of a share consolidation.

Except as otherwise stated below, any documents of the type required to be incorporated by reference in a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distributions , including any documents of the type referred to above, any business acquisition reports and any material change reports (excluding confidential material change reports, if any) filed by the Company with the various securities commissions or similar regulatory authorities in the provinces of Canada, other than the Province of Québec, during the term of this Prospectus shall be deemed to be incorporated by reference into and form an integral part of this Prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall be deemed, except as so modified or superseded, not to constitute a part of this Prospectus.

In addition, to the extent that any document or information incorporated by reference into this Prospectus pursuant to the foregoing paragraph is also included in any report that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this Prospectus forms a part. Furthermore, we may incorporate by reference into the registration statement of which this Prospectus forms a part, any report on Form 6-K furnished to the SEC, including the exhibits thereto, if and to the extent provided in such report.

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When we file a new annual information form and audited consolidated financial statements and related management discussion and analysis with and, where required, they are accepted by, the applicable securities regulatory authorities during the time that this Prospectus is valid, the previous annual information form, the previous audited consolidated financial statements and related management discussion and analysis and all unaudited interim consolidated financial statements and related management discussion and analysis for such periods, all material change reports and any information circular and business acquisition report filed prior to the commencement of our financial year in which the new annual information form is filed will be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon new interim financial statements and the accompanying management discussion and analysis being filed by us with the applicable securities regulatory authorities during the term of this Prospectus, all interim financial statements and accompanying management’s discussion and analysis filed prior to the filing of the new interim financial statements shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to purchasers of such Securities, together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purpose of the distribution of the Securities to which the Prospectus Supplement pertains.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Company after the date of the Prospectus Supplement for the distribution of such Securities and before the termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement of which this Prospectus forms a part:

(a)

the documents listed under the heading “Documents Incorporated by Reference”;

(b)

powers of attorney from our directors and officers, as applicable (included on the signature page to the registration statement);

(c)

the consent of PricewaterhouseCoopers LLP;

(d)

the consent of each expert or “qualified person” (for the purposes of NI 43-101) referred to in this Prospectus under the heading “Interests of Experts”; and

(e)

the form of indenture for Debt Securities.

AVAILABLE INFORMATION

In addition to our continuous disclosure obligations under the securities laws of certain provinces of Canada, we are subject to the informational requirements of the Exchange Act and in accordance therewith file reports and other information with the SEC. Under the MJDS system, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Any information filed with the SEC can be read and copied at prescribed rates at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330 or by accessing its website at www.sec.gov . Some of the documents that we file with or furnish to the SEC are electronically available from the SEC’s Electronic Document Gathering and Retrieval system, which is commonly known by the acronym “EDGAR”, and may be accessed at www.sec.gov .

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The Company has filed with the SEC a registration statement on Form F-10 under the Securities Act of 1933, as amended, with respect to the Securities. This Prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the Securities offered in this Prospectus, reference is made to the registration statement and to the schedules and exhibits filed therewith. Statements contained in this Prospectus as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the registration statement. Each such statement is qualified in its entirety by such reference. You may refer to the registration statement and the exhibits to the registration statement for further information with respect to us and the Securities. See “Documents Filed as Part of the Registration Statement”.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS

The Company is a corporation incorporated under and governed by the BCBCA. Some of the directors and officers of the Company, and some of the experts named in this Prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and a substantial portion of the Company’s assets, are located outside the United States. We have appointed an agent for service of process in the United States, but it may be difficult for investors who reside in the United States to effect service of process upon these persons in the United States, or to enforce a U.S. court judgment predicated upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons. There is substantial doubt whether an action could be brought in Canada in the first instance predicated solely upon U.S. federal securities laws.

Timothy J. Carew, Rene LeBlanc, Mario E. Rossi, Michael Rosko, Tony Sanford and Barry Smee, each a “qualified person” under NI 43-101 who has prepared or supervised the preparation of certain scientific and technical information contained or incorporated by reference in this Prospectus, reside outside of Canada. Seven of our directors, Jonathan Evans, George Ireland, John Kanellitsas, Chaiwat Kovavisarach, Franco Mignacco, Gabriel Marcelo Rubacha, Wang Xiaoshen, reside outside of Canada, and each has appointed the Company as their agent for service of process in Canada at its office address: Suite 1100 – 355 Burrard Street, Vancouver, British Columbia, V6C 2G8. Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process in Canada.

THE COMPANY

LAC is a Canadian-based resource company principally directed at advancing two significant lithium development projects, the Cauchari-Olaroz Project, located in Jujuy province of Argentina, and the Lithium Nevada Project (formerly the Kings Valley Project), located in north-western Nevada, USA. LAC also owns and operates its RheoMinerals ^TM Business, which manufactures and sells organoclay products used in complex oil and gas drilling and other applications, from its Fernley Facility.

The Company was incorporated under the BCBCA on November 27, 2007 under the name “Western Lithium Canada Corporation”. By special resolution of the shareholders of the Company dated June 19, 2008, the Company subdivided its issued share capital at a ratio of 35,000,000 to one. On May 31, 2010, the Company changed its name to “Western Lithium USA Corporation”. On March 22, 2013, the Company amended its Articles to add advance notice requirements for the election of directors. On March 31, 2015, the Company amended its Articles to give the Board of Directors the authority, by board resolution, to alter the Company’s authorized share capital and to effect amendments to the Articles, except as otherwise specifically provided in the Articles or the BCBCA. On March 21, 2016 the Company changed its name to “Lithium Americas Corp.” On November 8, 2017, the Company effected a share consolidation of its outstanding Common Shares on the basis of one new common share for every five then-outstanding common shares.

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BUSINESS OF THE COMPANY

Overview of the Business

LAC’s business operations are principally directed at advancing two significant lithium projects, the Cauchari-Olaroz Project located in Jujuy Province, Argentina, and the Lithium Nevada Project located in north-western Nevada, USA. LAC also owns and operates the RheoMinerals ^TM Business, which manufactures and sells organoclay products used in complex oil and gas drilling and other applications, from its Fernley Facility.

Mineral Properties of LAC

Overview of the Cauchari-Olaroz Project

The Cauchari-Olaroz Project is owned and operated by a joint venture that is 50% owned by LAC and 50% owned by SQM. The parties hold their interest through shareholdings in the Argentinean company, Minera Exar SA (“ Exar ”). In March 2017, the parties completed a mine plan and feasibility study on the Cauchari-Olaroz Project for a mining operation producing 25,000 TPA of lithium carbonate over a 40 year mine life.

In 2017, Exar initiated detailed engineering work with engineering for the infrastructure close to 50% completed and scheduled to be completed this quarter, followed by plant design which is scheduled to commence in the second quarter of 2018.

Exar has also started construction activities, with earth works, roads and platforms for the wellfields well underway. There are currently more than 400 people working in Argentina, including direct employees and contractors, and a camp expansion to accommodate approximately 400 additional personnel during the construction phase of the project is well-advanced and scheduled to be completed this quarter.

Pond layout and design is also complete. A contractor is mobilized at site and scheduled to start pond construction in the coming weeks, which should allow Exar to start filling ponds commencing in the third quarter of 2018.

Exar’s board has recently reviewed the progress of the Cauchari-Olaroz Project development. As a result of additional work required on wellfield optimization and an updated pond construction/filling schedule, it has updated the targeted development timeline, with first production now commencing in 2020 rather than late 2019 as previously indicated. The parties continue to refine the development parameters of the Cauchari-Olaroz Project, and further updates to the development plan may occur from time to time as work progresses.

Detailed scientific and technical information on the Cauchari-Olaroz Project can be found in a technical report dated January 15, 2018 being filed with the securities regulatory authorities in each of the provinces of Canada, entitled “NI 43-101 Technical Updated Feasibility Study Reserve Estimation and Lithium Carbonate Production at Cauchari-Olaroz Salars, Jujuy Province, Argentina” (the “ Cauchari TR ”). The Cauchari TR has an effective date of March 29, 2017 and was prepared by Ernest Burga, P.Eng. David Burga, P.Geo., Mike Rosko, MSc., Barry Smee, PhD., P.Geo, CPG, Mark King, PhD., Pl. Geo, Daron Abbey, M.Sc., P.Geo, Tony Sanford, Pr.Sci.Nat. and Rene LeBlanc, PhD., P.Eng., each of whom is a “qualified person” for purposes of NI 43-101. The Cauchari TR represents an update to, and supersedes, LAC’s previous technical report on the Cauchari-Olaroz Project entitled “NI 43-101 Technical Updated Feasibility Study Reserve Estimation and Lithium Carbonate Production at Cauchari-Olaroz Salars, Jujuy Province, Argentina” filed on May 11, 2017. The Cauchari TR amends and supplements certain of the disclosure from that previous technical report to address reporting requirements prescribed by NI 43-101, but otherwise does not include any material changes to the scientific and technical information regarding the Cauchari-Olaroz Project, including the mine plan, resources and reserves.

A summary of the Cauchari-Olaroz Project and the Cauchari TR is set forth below under the heading “Cauchari-Olaroz Project”. Further information is also available in our 2016 AIF and other continuous disclosure documents incorporated by reference in this Prospectus.

Overview of the Lithium Nevada Project

The Lithium Nevada Project hosts a large clay-based lithium resource, as well as significant additional clay-based lithium mineralization that has not yet been subject to sufficient exploration or analysis to undertake resource estimation.

In 2017, LAC commenced a program to assess the mine development potential of the “Zone 1” area of the Lithium Nevada Project, which hosts the primary resource estimate on the project. LAC has engaged Advisian WorleyParsons Group to prepare a preliminary feasibility study for a lithium mining and production operation, assembling an experienced management and technical team for the project, conducting process testing and related analysis in support of the preliminary feasibility study and a drilling program with an objective of expanding the resource and increasing confidence levels. LAC has targeted the end of the second quarter of 2018 for completion of the preliminary feasibility study.

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Detailed scientific and technical information on the Lithium Nevada Project can be found in a technical report dated December 15, 2017 being filed with the securities regulatory authorities in each of the provinces of Canada, entitled “Independent Technical Report for the Lithium Nevada Property, Nevada, USA” (the “ Lithium Nevada TR ”). The Lithium Nevada TR has an effective date of May 31, 2016 and was prepared by Timothy J. Carew, P.Geo. and Mario Rossi, FAusIMM, each of whom is a “qualified person” for purposes of NI 43-101. The Lithium Nevada TR represents an update to, and supersedes, LAC’s previous technical report on the Lithium Nevada Project entitled “Independent Technical Report for the Lithium Nevada Property, Nevada, USA” filed on June 22, 2016. The Lithium Nevada TR amends and supplements certain of the disclosure from that previous technical report to address reporting requirements prescribed by NI 43-101, but otherwise does not include any material changes to the scientific and technical information regarding the Lithium Nevada Project, including the resource estimates.

A summary of the Lithium Nevada Project and the Lithium Nevada TR is available in our 2016 AIF and other continuous disclosure documents incorporated by reference in this Prospectus.

Recent Developments

Since the filing of the 2016 AIF, LAC has continued to pursue the development of its two core projects. On March 31, 2017, LAC announced the completion of an updated feasibility study on the Cauchari-Olaroz Project. See “Cauchari-Olaroz Project”.

Over the course of June and July, 2017, LAC completed financing transactions intended to support its proportionate funding obligations for the development costs of the Cauchari-Olaroz Project. Pursuant to these transactions, LAC completed mixed equity and debt financings with each of BCP and GFL. The two investors subscribed for an aggregate C$105,000,000 of Common Shares at C$4.25 per share and provided an aggregate US$205,000,000 credit facility. Concurrent with these transactions, the Company entered into an investor rights agreement and off-take agreement with each of these parties. For more information regarding this transaction, please see the June MCR and July MCR, copies of which have been filed with the securities regulatory authorities and are available on our SEDAR profile at www.sedar.com.

The Company has received approval for the listing of the Common Shares on the NYSE. The Company expects its Common Shares will open for trading on the NYSE on January 25, 2018, under the symbol “LAC”. The Common Shares are expected to continue to trade on the OTCQX until the close of market on January 24, 2018.

CAUCHARI-OLAROZ PROJECT

The scientific and technical information regarding the Cauchari-Olaroz Project is derived from the Cauchari TR. A copy of the Cauchari TR is available on the Company’s website at www.lithiumamericas.com and on our SEDAR profile at www.sedar.com.

Property Description, Location and Access

The Cauchari and Olaroz Salars are located in the Department of Susques in the Province of Jujuy in northwestern Argentina, approximately 250 km northwest of San Salvador de Jujuy, the provincial capital. The nearest port is Antofagasta (Chile), located 530 km to the west. Access is via paved National Highways 9 and 52, which connect the site to San Salvador de Jujuy and Salta in Argentina. The midpoint between the Olaroz and Cauchari Salars is located on Highway 52, 55 km west of the Town of Susques. In addition, Highway 52 connects to Paso Jama, a national border crossing between Chile and Argentina, providing connection to Chilean Route 27 and granting convenient access to Antofagasta and Mejillones, likely embarkation ports for the product. Access is possible through a gravel road (Route 70) which skirts the west side of the salars, this road is approximately 1 km from the plant site.

LAC holds its interest in the Cauchari-Olaroz Project through a 50% interest in Exar, with SQM holding the other 50% interest. Exar acquired title to the project through direct staking or entering into exploration and exploitation contracts with third party property owners. The claims are contiguous and cover most of the Cauchari Salar and the eastern portion of the Olaroz Salar. The area that contains the resource and reserve estimate is covered by mining concessions which grants the holder the perpetual mining right subject to the payment of a fee and an agreed upon investment in accordance with the Argentinean Mining Code.

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On March 28, 2016, Exar entered into a purchase option agreement (“ Los Boros Option Agreement ”) with Los Boros for the transfer of title to Exar of certain mining properties that comprised a portion of the Cauchari-Olaroz Project. Under the terms of the Los Boros Option Agreement, Exar paid US$100,000 upon signing and has a right to exercise the purchase option at any time within 30 months for the total consideration of US$12,000,000 to be paid in sixty quarterly instalments of US$200,000. The first installment becomes due upon occurrence of one of the following two conditions, whichever comes first: (i) the third year of the purchase option exercise date; or (ii) the beginning of commercial exploitation with a minimum production of 20,000 tonnes of LCE. As a security for the transfer of title for the mining properties under the Los Boros Option Agreement, Los Boros granted to Exar a mortgage for US$12,000,000.

If Exar exercises the purchase option, the following payments and royalties will have to be paid to Los Boros:

•

US$300,000 within 10 days of the commercial plant construction start date; and

•

a 3% net profit interest for 40 years, payable in pesos, annually within the 10 business days after each calendar year end.

Exar can cancel the first 20 years of net profit interest in exchange for a one-time payment of US$7,000,000 and the next 20 years for additional US$7,000,000.

In October 2012, Exar entered into a letter of intent with JEMSE, an entity controlled by the Province of Jujuy, whereby JEMSE has a right to acquire an 8.5% equity interest in the Cauchari-Olaroz Project in consideration for C$1 and providing management services as required to develop the project. These management services include liaisons with the national customs authorities, with the governing bodies of the province of Jujuy and the municipality of Susques, with the authorities of Argentina’s Central Bank to facilitate the import and export of currency, and sourcing local service and other providers for project-related matters. This right becomes operative once financing is secured to develop the project, and following completion of the financing transaction with BCP and GFL in 2017, the parties commenced negotiations in respect of a definitive agreement, which negotiations are currently ongoing.

JEMSE would be required to cover its pro rata share of financing requirements for the construction of the Cauchari-Olaroz Project. These funds would be loaned to JEMSE by the other shareholders of Exar and would be repayable out of one-third of the dividends to be received by JEMSE from Exar over future years of the Cauchari-Olaroz Project.

The surface rights of the area subject to exploitation are owned by local aboriginal communities. Exar signed contracts with each aboriginal community to have the right to explore the property and for surface use, water use, transit, and building ponds and facilities. Most of these contracts also cover development and mining operations by Exar. For those contracts in which development and mining are not specifically addressed, Exar is working with the relevant community to extend the coverage of the contract to those areas. LAC has also agreed to support local communities through a number of infrastructure and education programs.

History

Historically, Rio Tinto has mined borates on the western side of Cauchari, at Yacimiento de Borato El Porvenir. Grupo Minero Los Boros S.A. mines a few thousand tonnes per year of ulexite on the east side of the Olaroz Salar. No other mining activity (including lithium production) has been recorded at the properties comprising the Cauchari-Olaroz Project. LAC acquired mining and exploration permits across the Cauchari and Olaroz Salars during 2009 and 2010 and initiated lithium exploration activities over these claims during 2009.

In 2012, LAC completed an initial reserve estimate and mine plan (the “ Initial Feasibility Study ”). In the Initial Feasibility Study, LAC reported that the Cauchari-Olaroz Project has proven and probable reserves sufficient to operate at a production rate of up to 40,000 TPA of LCE and up to 80,000 TPA of potash for 40 years, which would include an initial five year ramp-up period. The Initial Feasibility Study included a lithium resource estimate which remains current and is reported in “Mineral Resources and Reserves” below, as well as a lithium reserve estimate consisting of 197,000 tonnes of LCE proven and 2,517,000 tonnes of LCE probable reserves. In the Initial Feasibility Study, LAC also reported a potassium resource and reserve. All resource and reserve estimates were dated as at July 11, 2012, and were expressed relative to a lithium grade cut-off of ³ 354 mg/L, which was identified as a brine processing constraint.

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Geological Setting, Mineralization and Deposit Types

Geology

There are two dominant structural features in the region of the Cauchari and Olaroz Salars: north-south trending high-angle normal faults and northwest-southeast trending lineaments. The high-angle north-south trending faults form narrow and deep horst-and-graben basins which are accumulation sites for numerous salars, including Olaroz and Cauchari. Basement rock in this area is composed of Lower Ordovician turbidites (shale and sandstone) intruded by Late Ordovician granitoids. It is exposed to the east, west and south of the two salars, and generally along the eastern boundary of the Puna Region.

The salars are in-filled with laminar deposits, dominated by the following five primary informal lithological units that have been identified in drill cores: (i) red silts with minor clay and sand; (ii) banded halite beds with clay, silt and minor sand; (iii) fine sands with minor silt and salt beds; (iv) massive halite and banded halite beds with minor sand; and (v) medium and fine sands.

Alluvial deposits intrude into these salar deposits to varying degrees, depending on location. The alluvium surfaces slope into the salar from outside the basin perimeter. Raised bedrock exposures occur outside the salar basin. The most extensive intrusion of alluvium into the basin is the Archibarca Fan, which partially separates the Olaroz and Cauchari Salars. Route 52 is constructed across this alluvial fan. In addition to this major fan, much of the perimeter zone of both salars exhibits encroachments of alluvial material associated with fans of varying sizes.

Mineralization

The brines from Cauchari are saturated in sodium chloride with total dissolved solids on the order of 27% (324 to 335 grams per litre) and an average density of about 1.215 grams per cubic centimetre. The other primary components of these brines include: potassium, lithium, magnesium, calcium, sulphate, bicarbonate, and boron as borates and free boric acid. Since the brine is saturated in NaCl, halite is expected to precipitate during evaporation. In addition, the Cauchari brine is predicted to initially precipitate ternadite as well as a wide range of secondary salts that could include: astrakanite, schoenite, leonite, kainite, carnalite, epsomite and bischofite.

Deposit Type

The Cauchari and Olaroz Salars are classified as “Silver Peak, Nevada” type terrigenous salars. Silver Peak, Nevada in the United States was the first lithium-bearing brine deposit in the world to be exploited. These deposits are characterized by restricted basins within deep structural depressions in-filled with sediments differentiated as inter-bedded units of clays, salt (halite), sands and gravels. In the Cauchari and Olaroz Salars, a lithium-bearing aquifer has developed during arid climatic periods. On the surface, the salars are presently covered by carbonate, borax, sulphate, clay and sodium chloride facies. Cauchari and Olaroz have relatively high sulphate contents and therefore both salars can be further classified as “sulphate type brine deposits”.

Exploration

Other than drilling, the exploration programs conducted on the Cauchari-Olaroz Project area included the following:

•

Seismic Geophysical Program – Seismic surveying was conducted to support delineation of basin geometry, mapping of basin-fill sequences, and siting borehole locations.

•

Time Domain Electromagnetic (“ TEM ”) Survey – TEM surveying was conducted to attempt to define fresh water and brine interfaces within the salar. The TEM survey results indicate that the method can be used to determine resistivity contrasts within the salar.

•

Vertical Electrical Sounding (“ VES ”) Survey – A VES survey was conducted to attempt to identify fresh water and brine interfaces, and extensive fresh water occurrences. The VES results enabled the differential of the five zones on the Archibarca Fan and salar perimeter locations. The VES results are also useful for general delineation of the fresh water/brine interface on the salar boundary.

•

Surface Water Sampling Program – An ongoing program is conducted to monitor the flow and chemistry of surface water entering the salars. Data acquired from this program supported the water balance calibration and numerical groundwater modelling.

•

Pumping Test Program – Pumping and monitoring wells were installed and pumping tests were conducted at five locations to estimate aquifer properties related to brine recovery and fresh water supply.

•

Boundary Investigation – This test pitting and borehole program was conducted to assess the configuration of the fresh water/brine interface at the salar surface and at depth, at selected locations on the salar perimeter. Data from this program were interpreted in conjunction with the VES survey and support the extension of the hydrostratigraphic model and the lithium grade interpolation to the outer boundaries of the salar and the evaluation of numerical model boundary conditions for lithium.

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•

Numerical Modelling – A detailed numerical evaluation of existing natural brine conditions and predicted responses to long term brine pumping was conducted to support the reserve estimate on the property.

The above exploration initiatives along with several other programs such as surface sampling, a gravity survey, airlift testing program and the drill programs were used to support the resource and reserve estimates at the Cauchari-Olaroz Project as set out herein.

Drilling

Reverse Circulation (RC) Borehole Drilling

In September 2009 and August 2010, LAC conducted dual tube reverse circulation drilling to develop vertical profiles of brine chemistry at depth in the salars and to provide geological and hydrogeological data. The program included installation of 24 boreholes and collection of 1,487 field brine samples (and additional Quality Control samples). The sampled brines had a relatively low Mg/Li ratio, indicating that the brines would be amenable to a conventional lithium recovery process.

Diamond Drilling (DD) Borehole Program

Diamond drilling at the Cauchari-Olaroz Project was conducted between October 2009 and August 2010. This program was conducted to collect continuous cores for geotechnical testing and geological characterization. The program included 29 boreholes, some of which were completed as observation wells for future brine sampling and monitoring, and collection of 127 field brine samples (and additional Quality Control samples).

Sampling, Analysis and Data Verification

Sampling Method

During RC drilling, rock chips and brine were directed from the drill cyclone into a plastic bag, over a one meter interval. After the field measurements were taken, the brine sample was split into three, one-litre, clean plastic sample bottles. Two samples were mixed to form one sample, which was shipped to ASA. During diamond drilling PQ or HQ diameter cores were collected through a triple tube sampler. The cores were taken directly from the triple tube and placed in wooden core boxes for geologic logging, sample collection, and storage. Undisturbed samples were shipped to D.B. Stephens & Associates Laboratory in the United States for analysis of geotechnical parameters. Brine sampling was conducted in selected DD program borehole locations. A two-valve low-flow pump was used to extract brine samples from the subsurface. After analysis of field and filed laboratory parameters, brine samples were split into three, one-litre, clean, plastic sample bottles. Two samples were mixed to form one sample, which was shipped to ASA.

Security

Samples were taken daily from the drill sites and stored at the Susques field office of Exar. All brine samples were stored inside a locked office, and all drill cores were stored inside a locked warehouse adjacent to the office. Brine samples were picked up from the Susques field office by the analytical laboratory every Friday and transported to Mendoza in a laboratory truck. Solid samples were periodically driven to Jujuy approximately three hours from the site. In Jujuy, solid samples were delivered to a courier for immediate shipment to the appropriate analytical laboratory.

Assaying and analytical procedure

Brine samples were analyzed by ASA, a laboratory independent from the Company. For the first six RC boreholes, sulphate was assayed using the turbidimetric method, with checking of 20% of samples using the gravimetric method. Subsequent samples were analyzed using only the gravimetric method. The argentometric method was used for assaying chloride and volumetric analysis was used for carbonates. Laboratory measurements were conducted to total dissolved solids, density and pH. D.B. Stephens and Associates Laboratory carried out selected geotechnical analyses on undisturbed samples from the geologic cores. Specific gravity was conducted for four formation samples as well as the relative brine release capacity method which is used to predict the volume of solution that can readily be extracted from an unstressed geologic sample.

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Quality Assurance and Quality Control

Brine samples were bottled directly from the pumping test weirs and assayed at ASA, with some confirmatory assays done at Acme Santiago and the University of Antofagasta. Exar ran a quality control program to monitor the quality of assays from ASA, which includes the insertion of a field blank, a field duplicate, and one of two remaining standards that appear to be relatively stable. These data were compiled by Exar staff and then sent to Smee and Associates Consulting Ltd. for confirmation of the accuracy and precision of the analysis.

Data verification

The QP’s responsible for the preparation of the Cauchari FS, conducted the following forms of data verification: visits to the Cauchari-Olaroz Project site and LAC corporate office; review of Exar sampling procedures, although it is noted that actual brine sampling was not viewed due to the nature of the geologic units encountered by the RC drill at the time of the site visits; inspection of original laboratory results forms for the Exar brine dataset; inspection of electronic copies of the Exar brine dataset and comparison with corresponding stratigraphic logs; review and inspection of Exar field and laboratory QA/QC results; review of publicly available information from an adjacent exploration property in Olaroz Salar; inspection of borehole logs; inspection of the Cauchari-Olaroz Project database; review of all data handling methods and procedures; inspection of original laboratory results forms for the Exar brine dataset and the Cauchari-Olaroz Project database. One brine sample was taken from PB-04 by the QP during a site visit in 2017 and analyzed at AGAT Laboratories in Mississauga.

Mineral Processing and Metallurgical Testing

Exar conducted process testing in connection with the Initial Feasibility Study. Much of this testing was conducted at qualified laboratories and pilot facilities located at the Cauchari-Olaroz Project. In late 2010 and early 2011, Universidad de Antofagasta (Chile) determined the brine evaporation sequence. Tests conducted on a straight, CaO-treated, and CaCl ₂ -treated brine led to the conclusion to treat brine with CaO to reduce Mg and Sulfate levels.

Evaporation pan testing at the Salar de Cauchari pilot facility provided additional data utilized in mathematical and thermodynamic models. Optimization testing of the Mg-liming process in Exar’s laboratory enhanced the accuracy of lime consumption, solids settling rate, and brine purity assumptions.

Boron solvent extraction bench testing performed on terminal brine from the evaporation ponds showed that the extraction process should be performed at pH 4 using hydrochloric acid, and re-extraction at basic pH using a solution of sodium hydroxide.

At the Salar de Cauchari pilot facility, an entire sequence of ponds simulated evaporation and liming at a larger scale. Optimum manganese and sulfate reduction performance was obtained from liming midway in the evaporation process with 10% excess lime. This proved to have the lowest brine entrapment and LiKSO4-related lithium losses.

In the LCE pilot plant, final polishing of manganese, calcium and sulfate was tested. LCE yields higher than 85% were obtained from purified brine. Carbonation temperature and reagent dose optimization testing was also performed.

Sylvite flotation tests conducted at the Saskatchewan Research Counsel, Mining and Minerals division, established a process for the recovery of potash for commercial grade fertilizer.

Exar has established pilot-level ponds and processing facilities and testing remains ongoing.

Mineral Resource and Reserve Estimates

A mineral resource and reserve estimate for the Cauchari-Olaroz Project is summarized in the tables below for LCE. Both resources and reserves are reported on a 100% project equity basis. LAC no longer reports a potassium resource on the project.

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Mineral Resources

The resource estimate below is expressed relative to a lithium grade cut-off of 354 mg/L, which was identified as a brine processing constraint by LAC engineers.

Measured and Indicated Mineral Resources

(July 11, 2012)


Category	Average Lithium Grade (mg/L)	Brine (m³)	Lithium Metal (tonnes)	LCE (tonnes)
Measured	630	9.1 x 10 ⁸	576,000	3,039,000
Indicated	570	2.9 x 10 ⁹	1,650,000	8,713,000
Total	585	3.8 x 10 ⁹	2,226,000	11,752,000

Notes :

(1)	Mineral Resources have a cut-off grade of 354 mg/L of lithium.

(2)	Mineral Resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted to mineral reserves.

(3)	LCE is calculated based the following conversion factor: mass of LCE = 5.323 x mass of lithium metal.

(4)	Mineral Resources have a cut-off grade of 354 mg/L of lithium.

Mineral Reserve

Consultants Montgomery & Associates Inc. (“ M&A” ) were engaged to update the Mineral Reserves in brine for various areas within the Salar de Cauchari and Salar de Olaroz in accordance with the guidelines for lithium brines set forth by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM 2012). The reserve estimate was based on numerical model simulations that demonstrated a sustainable maximum production rate of over 25,000 TPA of LCE for 40 years. The proven reserves include brines sourced entirely within the project’s property boundaries, while 99.9% of the probable reserves are sourced within the project boundary. Simulated well field pumping was constrained by restricting drawdown to a maximum of 100 m at any given production well. A minimum cut-off value was not required in the reserve estimate because average lithium concentrations after 40 years of simulated pumping decreased marginally from 713 mg/L to 695 mg/L, which is significantly above economic mineral cut-off criteria. Mineral reserves are inclusive of reported mineral resources.

Proven and Probable Mineral Reserves

(March 5, 2017)


Category	Time Period (years)	Average Lithium Grade (mg/L)	Brine (m³)	Lithium Metal (tonnes)	LCE (tonnes)
Proven	1 - 5	712	4.9 x 10 ⁷	35,159	187,000
Probable	6 - 40	695	3.5 x 10 ⁸	246,474	1,312,000
Total	40	698	4.0 x 10 ⁸	281,633	1,499,000

Notes :

(1)	Ratios of lithium to other metals include: K:Li of 8.2, Mg:Li of 2.4, B:Li of 1.6, SO ₄ :Li of 28.5.

(2)	LCE is calculated based the following conversion factor: mass of LCE = 5.323 x mass of lithium metal

(3)	The conversion is direct and does not account for estimated processing losses.

(4)	The values in the columns on Lithium Metal and LCE above are expressed as total contained metals.

The mineral resources reported above are inclusive of the mineral reserves, and not in addition to the mineral reserves. The lithium reserves described above occur in subsurface brine. The brine is contained within the pore space of salar deposits that have accumulated in a structural basin. A numerical groundwater model was developed for the central area of the basin, to support the reserve estimate. The model simulates long term brine recovery and is based on a rigorous assembly of groundwater flow and solute transport parameters.

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Overview of Mining and Production Operations

The mine plan outlined in the Cauchari TR is based on using a conventional, commercially-proven brine processing technology to produce high quality battery-grade lithium carbonate that can be used directly by battery material producers in manufacturing cathode and electrolyte for lithium-ion batteries.

The production process involves two distinct steps and is generally consistent with other established brine operations. The first step uses a solar evaporation process to concentrate lithium in the brine and precipitate competing salts in large-scale ponds. The ponds at Cauchari-Olaroz are based on SQM’s pond design criteria used in their existing Atacama operation and involve the use of shallow ponds where the precipitated salt is annually harvested from the flat pond base. The second step uses the processing facilities that transform the concentrated lithium brine into battery-grade lithium carbonate while ensuring the removal of impurities from the end-product.

The Cauchari TR sets out a production operation consisting of 25,000 TPA of battery-grade lithium carbonate for a project life of 40 years with production starting in 2019.

Mineral Extraction

In the Cauchari TR, it is contemplated that brine will be extracted from 38 production wells situated across the reserve area. A pumping rate of at least 259 cubic metres per day is estimated from all wells. Drawdown of the brine will amount to 100 m or less at all production wells, based on the current extraction plan. The brine extracted from the salar wells is subjected to solar evaporation in pre-concentration ponds, allowing the removal of sulphates and other unwanted salts. Next, lime is added to remove magnesium and most of the sulphates and after another concentration stage at the corresponding ponds, the concentrated lithium-rich brine is fed to the lithium carbonate plant.

Per the Cauchari TR, the pond system consists of 29 evaporation ponds segregated into the following types: (i) 18 pre-concentration ponds; (ii) 6 ponds used as Halite ponds; (iii) 2 ponds used as Sylvinite ponds; (iv) 1 pond used as a precipitates pond; and (v) 2 ponds used for lithium control. An evaporation rate of 2.52 mm per day (920 mm/year) was used as criterion to design the pond system. This rate corresponds to measured evaporation at the site where the ponds will be located. The pond orientation and placement were based on predominant wind patterns observed in the area.

Assuming the above-mentioned evaporation rate, the total evaporation area required for the production of 25,000 TPA of lithium carbonate is 1,100 ha. The ponds will be lined with a polymer- based material laid over a protective geosynthetic material and engineered granular bedding. The configuration of the ponds will include provision for uninterrupted production during salt harvesting and maintenance work. Brine will be transferred between the successive evaporation ponds using self-priming pumps.

The ponds have been designed for the efficient annual removal of salt deposits formed at the bottom of the ponds. Salt removal will be conducted using typical earthmoving machinery, such as bulldozers, front end loaders, and dump trucks.

Along with lithium, the pumped brine is projected to contain significant quantities of potassium magnesium, sulfate, and boron. These constituents will be removed from the brine during the extraction and evaporation process to enable effective retrieval of the lithium.

Processing and Recovery Operations

Exar and its consultants subjected the brine chemistry of the deposits to a process simulation, using physicochemical properties estimation methods and process simulation techniques for phase equilibrium of solids in electrolytes (brine), specially prepared for this project. This work has been supported by the results of laboratory evaporation test work and test work at both the pilot plant and the pilot ponds.

The process route simulated for the production of lithium carbonate from Cauchari brines is outlined in a flowsheet in the Cauchari TR. Primary process inputs include water, lime, soda ash, HCl, NaOH, steam, and natural gas. The evaporation ponds produce salt tailings composed of Na, Mg, Ca, K, and borate salts. The brine concentrate from the terminal evaporation pond is further processed, through a series of polishing and impurity removal steps. Soda ash is then added with the purified brine concentrate to produce a lithium carbonate precipitate, that is dried, compacted/micronized, and packaged for shipping.

The Cauchari TR includes an operating assumption that 28 wells will be constructed and tested prior to initiation of operations, which is sufficient to allow Exar to meet production goals. Storage ponds and the recovery plant were also assumed to be fully operational at the start of the production. As a result, ramp up of pumping was not necessary and pumping at rates needed to achieve production goals was initiated at the start of production.

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Operating criteria for the lithium carbonate plant is presented in the table below:

LITHIUM CARBONATE PLANT OPERATING CRITERIA


Description	Unit	Value
Lithium carbonate production	tonnes per year		25,000
Annual operation days	days		330
Annual operation hours	hours		7,700
Availability	%		90.4
Utilization (22 hours/day)	%		97.2
Plant Overall Efficiency	%		71

Infrastructure, Permitting and Compliance Activities

Site Infrastructure and Support Systems

Natural gas will be obtained from the Rosario gas compression station, which is on the Gas Atacama pipeline, 52 km north of the project site. This pipeline is expected to be capable of supplying natural gas at capacities that are sufficient for a 25,000 TPA LCE facility, and beyond.

In the Cauchari TR, it is assumed that electricity will be provided by a new 138 kV transmission line that will interconnect with an existing 345 kV transmission line located approximately 60 km south of the Cauchari-Olaroz Project. The interconnection will require construction of a sub-station with a voltage transformer (345/138 kV) and associated switchgear. Another substation at the Cauchari-Olaroz Project site will consist of a voltage transformer (132/23 kV) and electrical room with associated switchgear and auxiliary equipment for a 23 kV local distribution system.

The 23 kV local electrical distribution system will provide power to the plant, camp, PDA brine homogenizing pools/lime pumps, wells and ponds. In general, all distribution is aerial unless there are major restrictions, in which case underground distribution is adopted. The estimated load for the Cauchari-Olaroz Project is approximately 53,700 MWh/y or 8 MW/h.

The construction and permanent camps will be located approximately 300 m north of National Highway 52. The permanent camp is modelled as a full habitational and administrative complex to support all workforce activities, with a capacity for approximately 300 people. The permanent camp covers a footprint of 15,000 m2 of buildings and 35,700 m2 of external facilities.

Exar will need to allocate land to host waste salt deposits, which are expected to reach up to 10 m in height and cover 390 ha over a 40 year mine life. These deposits are inert, with sodium chloride and sulphate making up approximately 87% of the material, and do not introduce foreign compounds to the environment. Exar will also need to establish an evaporation pond for the plant’s industrial liquid waste, and a 20 ha area is allocated for this purpose.

The Cauchari TR also includes a description of additional infrastructure to address other essential support facilities, including fuel storage, security, access roads and water supply.

Mining and Environmental Permits

Argentina has a provincial system to manage natural resources. Therefore, the province of Jujuy has the responsibility of providing social and environmental permits, through the Provincial Department of Mines and Energy under the Secretariat of Mining and Hydrocarbons. Other entities involved in the permitting process are Jujuy’s Provincial Department of Water Resources, the Department of Environmental Management, which has supervisory authority for environmental and natural resources, and the Secretariat of Tourism and Culture, which regulates operating permits in areas of potential archaeological and paleontological interest. The Cauchari-Olaroz Salar is a Protected Area for Multiple Use (Law No. 3820/81), which allows mining activities, but has a specifically designed control system that aims to protect the local vicuña population.

Exar has completed numerous environmental studies to support the establishment of Cauchari-Olaroz’s environmental baseline. This evaluation was performed for each stage of the project: construction, operation and closure. An Environmental Impacts Report for the exploitation phase was originally presented in connection with the mine plan under the Initial Feasibility Study, and was later modified to accommodate the current mine plan.

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The update to the Environmental Impacts Report for Exploitation for the Cauchari-Olaroz Project based on a 25,000 TPA rate of production and in the manner contemplated in the Cauchari TR, was approved by the relevant provincial regulatory authorities in the latter half of 2017. Exar has also received approval for the construction of the Cauchari-Olaroz Project from the agency in Jujuy tasked with assessing the impact and benefits to the province of any proposed lithium project.

Operating Costs

The operating and capital cost estimates have been reviewed and confirmed by Andeburg Consulting Services Inc. (“ ACSI ”). The Project cost estimates are based on an exchange rate of 16:1 Argentine pesos to the U.S. dollar. The average operating costs were calculated for a facility with production of 25,000 TPA of battery-grade lithium carbonate. Additional work through engineering refinements and contract negotiation will continue in an effort to reduce the operating expenditures.

Operating Costs


Category	Operating Cost (US$/t Lithium Carbonate)		% of Total
Reagents	$	991		40	%
Pond Harvesting & Tailing Management	$	345		14	%
Maintenance	$	210		8	%
Electric Power	$	187		7	%
Labour	$	166		7	%
Product Transportation	$	135		5	%
Catering, Security & Third Party Services	$	97		4	%
Natural Gas	$	85		3	%
G & A	$	76		3	%
Diesel	$	69		3	%
Consumables	$	51		2	%
Water Treatment System	$	38		2	%
Bus-In / Bus-Out Transportation	$	35		1	%
E & C	$	10		<1	%

Total Operating Costs	$	2,495		100	%

Capital Costs

The construction capital cost estimates are based on current Argentine costs for labor and materials. The Cauchari TR construction capital cost is estimated at US$425 million inclusive of a 15% contingency. Construction and commissioning will take approximately two years. Detailed capital cost estimates are presented in the table below and are exclusive of VAT and working capital. During construction, VAT and working capital are expected to total US$51.1 million and US$12.5 million, respectively. The VAT is refundable with an average repayment period of 2 years.

Capital Costs


Category	Capital Costs (US$ millions)
Direct Costs
Evaporation ponds	$	129
Lithium carbonate plant	$	121
On site infrastructure	$	26
Offsite infrastructure Brine extraction wells and piping	$ $	41 15

Total Direct Cost	$	333

Total Indirect Cost	$	37
Contingency (15%)	$	55

Total Capital Costs	$	425

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The sustaining capital requirement is estimated at an average of US$4.7 million per year (approximately US$190/tonne of lithium carbonate produced). LAC will be responsible for contributing 50% of capital expenditures for development of the project, amounting to approximately US$212.5 million.

Project Economics

The financial results are derived from inputs based on an annual production schedule included in the Cauchari TR and reported on a 100% equity project basis. The engineering and construction period is estimated at two years, while the life of mine is estimated to be 40 years. Pricing assumptions were obtained from a market study, supported by the off-take entitlements arising in favour of GFL and BCP. Production of LCE is estimated at 25,000 TPA, commencing in the third year of operations assuming a ramp up rate of 24% for the first year of operations and 56% for the second year of operations. The exchange rate assumed is AR$15.9/US$.

In addition to capital and operating cost expenses as set forth above, project economics are based on additional expenses and cash flow items including: Argentinean transaction tax, Jujuy and private royalties, licenses and permits, export retentions and refunds, easement rights, equipment depreciation, sustaining capital, exploration expenses amortization and remediation allowances.

Production schedule

The production model outlines lithium carbonate production totalling 1,499,130 tonnes over the 40 year project term. Overall efficiency of brine processing to produce lithium carbonate is reported to be 71%. The net amount of lithium carbonate produced was computed by multiplying the lithium carbonate extracted from the well field by 71%. The resulting values were then summed for each production year to determine the predicted annual lithium carbonate production. The predicted average annual production rate over the 40-year period is 26,609 TPA.

In the production model, it is assumed that there is no revenue for the first two years of operation, with revenue growing to US$72,000,000 in year 3, US$168,000,000 in year 4 and US$300,000,000 in each year thereafter until the end of the 40 year production period, in reliance on the base case assumptions.

NPV and IRR

After tax net present value (“ NPV ”) in reliance on base case assumptions and a 10% discount rate amounts to US$803,000,000, while internal rate of return (“ IRR ”) is 28.4%. Set forth below is a table that illustrates sensitivity of project economics based on lithium carbonate pricing and discount rates.

After-Tax NPV and IRR Sensitivity Analysis


Discount Rate (%)	Low Case NPV US$10,000/t Lithium carbonate ($ millions)			Base Case NPV US$12,000/t Lithium carbonate ($ millions)			High Case NPV US$14,000/t Lithium carbonate ($ millions)
6%	$	1,204		$	1,609		$	2,015
8%	$	807		$	1,113		$	1,420
10%	$	564		$	803		$	1,042
IRR (%)		23.5	%		28.4	%		33.0	%

Cash Flow and Earnings

Net cash flow is negative in the first three years of operation, but thereafter increases sharply to approximately US$180,000,000 after taxes in year four. Thereafter, net cash flow (undiscounted) after taxes amounts to approximately US$120,000,000 in reliance on the base case assumptions. The estimated pay-back period is three years and four months before tax, and three years and five months after tax, in reliance on base case assumptions.

Set forth below is a sensitivity analysis of EBITDA over the life of the project based on lithium carbonate pricing, and otherwise in reliance on base case assumptions.

EBITDA Sensitivity Analysis


Lithium Carbonate Price (US$/t Lithium carbonate)	Average Annual EBITDA ⁽¹⁾ (US$ millions)
$6,000	$	86
$8,000	$	135
$10,000	$	184
$12,000	$	233

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Lithium Carbonate Price (US$/t Lithium carbonate)	Average Annual EBITDA ⁽¹⁾ (US$ millions)
$14,000	$	282
$16,000	$	331

Note :

(1)

EBITDA, earnings before interest, taxes, depreciation and amortization, is a non-IFRS financial measure which is used in the Cauchari TR to indicate the impact that changes in lithium carbonate prices would have on the cash flow of the Cauchari-Olaroz Project based on certain assumptions. The Cauchari TR does not present a corresponding sensitivity analysis based on an IFRS measure, or identify the amounts of the adjustments that would have to be made to EBITDA to reconcile it to an IFRS measure. Accordingly, a reconciliation of EBITDA to the most closely comparable IFRS measure is not available without unreasonable efforts. The future IFRS financial results for the Cauchari-Olaroz Project may vary significantly from the EBITDA amounts presented in this sensitivity analysis.

Exploration and Development

Exar commenced an exploration program on the Cauchari-Olaroz Project in the fall of 2017. Exar is focusing on three areas, with 14 drilling platforms in operation, and is drilling a total of 9 production wells, as well as a number of shallow, medium and high depth observation wells. At this time, these wells are in varying states of execution or completed. Two drilling companies are mobilized and working at site.

LAC and SQM continue to refine development parameters and design of the 25,000 TPA development plan to increase efficiency of operations and reduce costs compared to that set forth in the Cauchari TR. They are also continuing to investigate a development plan for a potential increase in production on the Cauchari-Olaroz Project to 50,000 TPA of lithium carbonate.

CONSOLIDATED CAPITALIZATION

Other than the share consolidation (or “reverse stock split”) of our Common Shares on November 8, 2017, there have been no material changes in our share or loan capital, on a consolidated basis, since September 30, 2017, the date of our most recently filed financial statements.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided as required in the Prospectus Supplement with respect to the issuance of Preferred Shares or Debt Securities pursuant to this Prospectus.

DESCRIPTION OF COMMON SHARES

Common Shares

The Company is authorized to issue an unlimited number of Common Shares without par value. As of January 16, 2018, 88,474,107 Common Shares are issued and outstanding. All rights and restrictions in respect of the Common Shares of the Company are set out in the Company’s notice of articles and the BCBCA and its regulations. The Common Shares have no pre-emptive, redemption, purchase or conversion rights. Neither the BCBCA nor the constating documents of the Company impose restrictions on the transfer of Common Shares on the register of the Company, provided that the Company receives the certificate representing the Common Shares to be transferred together with a duly endorsed instrument of transfer and payment of any fees and taxes which may be prescribed by the Board of Directors from time to time. There are no sinking fund provisions in relation to the Common Shares and they are not liable to further calls or assessment by the Company. The BCBCA and the Company’s articles provide that the rights and restrictions attached to any class of shares may not be modified, amended or varied unless consented to by special resolution passed by not less than two-thirds of the votes cast in person or by proxy by holders of shares of that class.

The holders of the Common Shares are entitled to: (i) notice of and to attend any meetings of shareholders and shall have one vote per Common Share at any meeting of shareholders of the Company; (ii) dividends, if as and when declared by the Board of Directors; and (iii) upon liquidation, dissolution or winding up of the Company, on a pro rata basis, the net assets of the Company after payment of debts and other liabilities.

Dividend Policy

The Company has no fixed dividend policy and the Company has not declared any dividends on its Common Shares since its incorporation. The payment of dividends in the future will depend, among other things, upon the Company’s earnings, capital requirements and operating and financial condition. Generally, dividends can only be paid if a corporation has retained earnings. There can be no assurance that the Company will generate sufficient earnings to allow it to pay dividends.

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DESCRIPTION OF PREFERRED SHARES

The particular class of Preferred Shares and the particular terms and provisions of any series of such class of Preferred Shares offered by any Prospectus Supplement will be described in the Prospectus Supplement filed in respect of such series of Preferred Shares.

DESCRIPTION OF DEBT SECURITIES

This following sets forth the general terms and provisions of the Debt Securities that will be common to all series that we offer pursuant to this Prospectus. The particular terms and provisions of a series of Debt Securities offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in the applicable Prospectus Supplement. We may issue Debt Securities from time to time in one or more series. One or more series of Debt Securities may be sold separately or together with Common Shares, Preferred Shares, Subscription Receipts, Warrants or Units under this Prospectus, or on conversion or exchange of any such Securities.

As required by United States federal law and in conformity with the applicable laws of Canada, for all bonds and notes of companies that are publicly offered, the Debt Securities will be governed by a document called an “indenture”. An indenture is a contract between a financial institution, acting on your behalf as trustee of the Debt Securities offered, and us. The aggregate principal amount of Debt Securities that may be issued under each indenture is unlimited. The Debt Securities will be issued under one or more indentures, in each case between the Company and a trustee to be determined by the Company and named in a Prospectus Supplement.

A copy of the form of each indenture to be entered into in connection with offerings of Debt Securities has been filed with the SEC as an exhibit to the registration statement on Form F-10, and will be filed with the securities regulatory authorities in Canada when it is entered into. A copy of any indenture or supplement thereto entered into by us will be filed with securities regulatory authorities and will be available on our SEDAR profile at www.sedar.com .

The Debt Securities will be direct obligations of the Company. The Debt Securities may be senior, subordinated or other indebtedness of the Company and may be secured or unsecured, all as will be described in the relevant Prospectus Supplement.

The Prospectus Supplement relating to any Debt Securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•

the designation, aggregate principal amount and authorized denominations of such Debt Securities;

•

the manner of determining the offering price(s);

•

the currency in which the Debt Securities may be purchased and the currency in which the principal and any interest is payable;

•

the percentage of the principal amount at which such Debt Securities will be issued;

•

the date or dates on which such Debt Securities will mature;

•

any mandatory or optional redemption provisions applicable to the Debt Securities;

•

any sinking fund or analogous redemption provisions applicable to the Debt Securities;

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•

the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);

•

the dates on which any such interest will be payable and the record dates for such payments;

•

the form of consideration for payment of any interest and/or principal payments (whether by cash, Common Shares or other securities, or a combination thereof);

•

the trustee under the indenture pursuant to which the Debt Securities are to be issued;

•

the designation and terms of any Debt Securities which will be offered, if any, and the number of Debt Securities that will be offered;

•

any exchange or conversion terms;

•

any provisions relating to any security provided for the Debt Securities;

•

event of default provisions contained in the indenture pursuant to which the Debt Securities are to be issued;

•

whether the Debt Securities will be senior or subordinated to other liabilities of the Company;

•

if applicable, the identity of the Debt Security agent;

•

whether the Debt Securities will be listed on any securities exchange;

•

whether the Debt Securities will be issued with any other securities and, if so, the amount and terms of these securities;

•

any minimum or maximum subscription amount;

•

whether the Debt Securities are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

•

any material risk factors relating to such Debt Securities;

•

material Canadian federal income tax consequences and United States federal income tax consequences of owning the Debt Securities;

•

any other rights, privileges, restrictions and conditions attaching to the Debt Securities; and

•

any other material terms or conditions of the Debt Securities.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

If any of the Debt Securities are sold for any foreign currency or currency unit or if payments on the Debt Securities are payable in any currency or currency unit other than the United States dollar, the applicable Prospectus Supplement will describe the restrictions, elections, tax consequences, specific terms and other information relating to those Debt Securities and the non-United States dollar currency or currency unit.

The Debt Securities offered pursuant to this Prospectus and any Prospectus Supplement may be represented by instalment receipts, the particular terms and provisions of which will be described in the applicable Prospectus Supplement and set out in an instalment receipt and pledge agreement or similar agreement. Any such instalment receipt will evidence, among other things: (a) the fact that a first instalment payment has been made in respect of the Debt Securities represented thereby, and (b) the beneficial ownership of the Debt Securities represented by the instalment receipt, subject to a pledge of such Debt Securities securing the obligation to pay the balance outstanding under such Debt Securities on or prior to a certain date. A copy of any such instalment receipt and pledge agreement or similar agreement will be available on SEDAR at www.sedar.com .

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other Securities will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Company, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

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Debt Securities, if issued in registered form, will be exchangeable for other Debt Securities of the same series and tenor, registered in the same name, for a like aggregate principal amount in authorized denominations and will be transferable at any time or from time to time at the corporate trust office of the relevant trustee. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following sets forth certain general terms and provisions of the Subscription Receipts. We may issue Subscription Receipts, which may be offered separately or together with Common Shares, Preferred Shares, Debt Securities, Warrants or Units, as the case may be or may be converted or exchanged into Common Shares, Preferred Shares, Debt Securities and/or Warrants upon the satisfaction of certain conditions. The Subscription Receipts will be issued under one or more subscription receipt agreements, in each case between the Company and a subscription receipt agent determined by the Company. A copy of any such subscription receipt agreement will be available on SEDAR at www.sedar.com .

The Prospectus Supplement relating to any Subscription Receipts being offered will include specific terms and provisions of the Subscription Receipts being offered thereby. These terms and provisions will include some or all of the following:

•

the name or designation of the Subscription Receipts;

•

the number of Subscription Receipts being offered;

•

the price at which Subscription Receipts will be offered and whether the price is payable in instalments;

•

the terms, conditions and procedures pursuant to which the holders of Subscription Receipts will become entitled to receive Common Shares, Warrants , Preferred Shares and/or Debt Securities, as the case may be;

•

the number of Common Shares, Warrants , Preferred Shares and/or Debt Securities that may be issued or delivered upon the conversion or exchange of each Subscription Receipt;

•

the identity of the subscription receipt agent;

•

the manner in which funds will be invested and held, and procedures for the release of funds (including interest or other income earned on funds) pending satisfaction or non-satisfaction of the escrow release or other conditions;

•

any entitlements of the holders of Subscription Receipts to receive distributions declared on Common Shares or distribution-equivalent payments;

•

the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each security;

•

the dates or periods during which the Subscription Receipts may be converted or exchanged into Common Shares, Warrants , Preferred Shares and/or Debt Securities;

•

whether such Subscription Receipts will be listed on any securities exchange;

•

material Canadian federal income tax consequences of owning, holding or disposing of the Subscription Receipts, if any;

•

if applicable, whether the Subscription Receipts shall be in registered or unregistered form;

•

if applicable, that the Subscription Receipts shall be issuable in whole or in part as one or more global securities and, in such case, the depositary or depositaries for such global securities in whose name the global securities will be registered;

•

any terms, procedures and limitations relating to the transferability, exchange or conversion of the Subscription Receipts;

•

any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and

•

any other material terms and conditions of the Subscription Receipts.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the securities to be received on the exchange of the Subscription Receipts.

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Subscription Receipts, if issued in registered form, will be exchangeable for other Subscription Receipts of the same tenor, at the office indicated in the Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

DESCRIPTION OF WARRANTS

The following sets forth certain general terms and provisions of the Warrants. We may issue Warrants for the purchase of Common Shares, Preferred Shares, Debt Securities or other Securities. Warrants may be issued independently or together with Common Shares, Preferred Shares, Debt Securities, Subscription Receipts or other Securities offered by any Prospectus Supplement and may be attached to, or separate from, any such offered Securities. Each series of Warrants will be issued under one or more warrant agreements, in each case between the Company and a warrant agent determined by the Company. A copy of any such warrant agreement will be available on SEDAR at www.sedar.com .

The Prospectus Supplement relating to any Warrants being offered will include specific terms and provisions of the Warrants being offered thereby. These terms and provisions will include some or all of the following:

•

the designation of the Warrants;

•

the aggregate number of Warrants offered and the offering price;

•

the designation, number and terms of the Common Shares, Preferred Shares, Debt Securities or other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;

•

the exercise price of the Warrants;

•

the dates or periods during which the Warrants are exercisable;

•

the designation and terms of any securities with which the Warrants are issued;

•

if the Warrants are issued as a Unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;

•

the currency or currency unit in which the exercise price is denominated;

•

whether such Warrants will be subject to redemption or call, and if so, the terms of such redemption or call provisions;

•

any minimum or maximum amount of Warrants that may be exercised at any one time;

•

whether such Warrants will be listed on any securities exchange;

•

whether the Warrants will be issued in fully registered or global form;

•

any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;

•

any rights, privileges, restrictions and conditions attaching to the Warrants; and

•

any other specific terms.

Warrant certificates, if issued in registered form, will be exchangeable for new warrant certificates of different denominations at the office indicated in the prospectus supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants.

DESCRIPTION OF UNITS

The following sets forth certain general terms and provisions of the Units. We may issue Units comprised of only one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

C-22

The Prospectus Supplement relating to any Units being offered will include specific terms and provisions of the Units being offered thereby. These terms and provisions will include some or all of the following:

•

the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

•

any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;

•

how, for income tax purposes, the purchase price paid for the Units is to be allocated among the component Securities;

•

the currency or currency units in which the Units may be purchased and the underlying Securities denominated;

•

the securities exchange(s) on which such Units will be listed, if any;

•

whether the Units and the underlying Securities will be issued in fully registered or global form; and

•

any other specific terms of the Units and the underlying Securities.

The preceding description and any description of Units in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Units.

SELLING SECURITYHOLDERS

This Prospectus may also, from time to time, relate to the offering of Securities by way of a secondary offering by certain selling securityholders. The terms under which the Securities will be offered by selling securityholders will be described in the Prospectus Supplement. The Prospectus Supplement for or including any offering of the Securities by selling securityholders will include, without limitation, where applicable:

•

the names of the selling securityholders;

•

the number or amount of Securities owned, controlled or directed by each of the selling securityholders;

•

the number or amount of Securities being distributed for the account of each selling securityholder;

•

the number or amount of Securities to be owned, controlled or directed by each of the selling securityholders after the distribution and the percentage that number or amount represents out of the total number or amount of outstanding Securities of the class or series being distributed;

•

whether the Securities are owned by the selling securityholders both of record and beneficially, of record only or beneficially only;

•

if the selling securityholder purchased any of the Securities held by it in the two years preceding the date of the Prospectus Supplement, the date or dates the selling securityholder acquired the Securities; and

•

if the selling securityholder acquired the Securities held by it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the selling securityholder in the aggregate and on a per-security basis.

PLAN OF DISTRIBUTION

We or a selling securityholder may sell the Securities: (i) through underwriters, dealers or agents purchasing as principal or acting as agent; (ii) directly to one or more purchasers, including sales upon the exercise of conversion or exchange rights attaching to convertible or exchangeable securities held by the purchaser; or (iii) through a combination of any of these methods of sale. Securities sold to the public pursuant to this Prospectus may be offered and sold exclusively in Canada or the United States, or in both jurisdictions. The Prospectus Supplement relating to each offering of Securities will indicate the jurisdiction or jurisdictions in which such offering is being made to the public, identify each underwriter, dealer or agent, as the case may be, and will also set forth the terms of that offering, including the purchase price or prices of the Securities (or the manner of determination thereof if offered on a non-fixed price basis), the proceeds to the Company or, if applicable, the selling securityholder(s) and any underwriters’, dealers’ or agents’ fees, commissions or other items constituting underwriters’ or agents’ compensation. Only underwriters, dealers or agents so named in the applicable Prospectus Supplement are deemed to be underwriters, dealers or agents, as the case may be, in connection with the Securities offered thereby. A Prospectus Supplement may provide that the Securities sold thereunder will be “flow-through” securities.

C-23

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered may vary between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to us.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange. In connection with any offering of Securities, except with respect to “at-the-market” offerings, underwriters may over-allot or effect transactions which stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter or dealer involved in an “at-the-market” offering, as defined under applicable Canadian securities laws, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities. If we determine to pursue an “at-the-market” offering in Canada, we will apply for the applicable exemptive relief from the Canadian securities regulatory authorities.

If underwriters or dealers purchase Securities as principals, the Securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters or dealers to purchase those Securities will be subject to certain conditions precedent, and the underwriters or dealers will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid may be changed from time to time.

Under agreements which may be entered into by the Company and, if applicable, selling securityholder(s), underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Company and, if applicable, selling securityholder(s), against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

Under certain investor rights agreements, affiliates of Bangchak and Ganfeng have certain registration rights pursuant to which Common Shares or other Securities owned by them may be qualified for distribution under this Prospectus. The specific terms of any offering by any selling securityholder will be set out in the applicable Prospectus Supplement.

USE OF PROCEEDS

Specific information about the use of net proceeds of any offering of Securities under this Prospectus will be set forth in the applicable Prospectus Supplement. We may invest funds which we do not immediately use. Such investments may include short-term marketable investment grade securities denominated in Canadian dollars, United States dollars or other currencies. We may, from time to time, issue securities other than pursuant to this Prospectus.

The Company will not receive any proceeds from any sale of Common Shares or other Securities by a selling securityholder.

C-24

TRADING PRICE AND VOLUME

Market

The Common Shares of the Company are traded in Canada on the TSX under the symbol “LAC” and in the United States on the OTCQX under the symbol “LACDF”.

The Company has received approval for the listing of the Common Shares on the NYSE. The Company expects its Common Shares will open for trading on the NYSE on January 25, 2018, under the symbol “LAC”. See “Business of the Company – Recent Developments”.

Trading Price and Volume

The following table sets forth information relating to the trading of the Common Shares on the TSX for the 12 month period prior to the date of this Prospectus.


Period	High (C$)		Low (C$)		Volume
December 2016		0.85		0.71		9,984,757
January 2017		1.08		0.76		27,102,190
February 2017		1.26		0.92		25,578,299
March 2017		1.11		0.77		28,113,434
April 2017		1.01		0.89		10,079,679
May 2017		1.04		0.91		9,794,134
June 2017		1.05		0.85		10,152,156
July 2017		1.02		0.78		9,484,617
August 2017		1.33		1.00		23,489,046
September 2017		1.80		1.22		43,644,431
October 2017		2.31		1.61		44,481,043
November 2017(1)		14.06		1.87		23,029,744
December 2017		13.77		10.28		10,181,020
Up to January 16, 2018		12.94		10.77		5,723,497

Note :

(1)	On November 8, 2017, the Company effected a share consolidation of its outstanding Common Shares on the basis of one new common share for every five then-outstanding common shares.

PRIOR SALES

All information in this section is provided as of January 16, 2018. We have not sold or issued any Debt Securities, Preferred Shares, Subscription Receipts, Warrants, Units or securities convertible into Debt Securities, Preferred Shares, Subscription Receipts, Warrants or Units during the 12 months prior to the date hereof.

Common Shares

The following table summarizes details of the Common Shares and securities convertible into Common Shares issued by the Company during the 12-month period prior to the date of this Prospectus:


Date of Issuance	Security	Price per Common Share or Exercise or Conversion Price, as applicable	Number of Common Shares
January 18, 2017	Common Shares ⁽¹⁾	C$0.30	150,000
January 19, 2017	Common Shares ⁽¹⁾	C$0.69	75,000
January 20, 2017	Common Shares ⁽²⁾	C$0.70	9,274
January 23, 2017	Common Shares ⁽¹⁾	C$0.69	100,000
January 24, 2017	Common Shares ⁽¹⁾	C$0.69	31,507
January 25, 2017	Common Shares ⁽¹⁾	C$0.27	144,485
January 25, 2017	Common Shares ⁽¹⁾	C$0.30	12,967
January 25, 2017	Common Shares ⁽¹⁾	C$0.47	6,460
January 26, 2017	Common Shares	$0.85	11,250,000

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Date of Issuance	Security	Price per Common Share or Exercise or Conversion Price, as applicable		Number of Common Shares
January 27, 2017	Common Shares ⁽¹⁾	$	0.60		24,329
January 27, 2017	Common Shares ⁽¹⁾	C$	0.30		13,242
January 31, 2017	Common Shares ⁽¹⁾	C$	0.80		200,000
February 7, 2017	Common Shares ⁽¹⁾	C$	0.27		250,000
February 16, 2017	Common Shares ⁽¹⁾	C$	0.16		250,000
February 16, 2017	Common Shares ⁽³⁾	C$	0.90		11,400
February 24, 2017	Common Shares ⁽²⁾	C$	0.8464		281,232
March 7, 2017	Common Shares ⁽¹⁾	C$	0.30		72,409
April 7, 2017	Common Shares ⁽¹⁾	C$	0.30		8,673
April 11, 2017	Common Shares ⁽¹⁾	C$	0.30		75,000
April 11, 2017	Common Shares ⁽⁴⁾	C$	0.98		102,409
April 13, 2017	Common Shares ⁽¹⁾	C$	0.27		100,000
April 13, 2017	Common Shares ⁽¹⁾	C$	0.69		25,000
April 13, 2017	Common Shares ⁽¹⁾	C$	0.47		25,000
April 13, 2017	Common Shares ⁽⁴⁾	C$	0.98		20,000
April 20, 2017	Common Shares ⁽⁴⁾	C$	0.98		304,734
May 10, 2017	Common Shares ⁽³⁾	C$	0.90		2,500
May 18, 2017	Common Shares ⁽³⁾	C$	0.90		3,750
May 19, 2017	Common Shares ⁽⁴⁾	C$	0.75		150,000
May 19, 2017	Common Shares ⁽⁴⁾	C$	0.98		87,617
May 23, 2017	Common Shares ⁽²⁾	C$	0.70		556,420
May 24, 2017	Common Shares ⁽⁴⁾	C$	0.98		104,053
May 24, 2017	Common Shares ⁽¹⁾	C$	0.30		68,989
May 24, 2017	Common Shares ⁽²⁾	C$	0.70		2,784
June 6, 2017	Common Shares ⁽¹⁾	C$	0.16		100,000
June 6, 2017	Common Shares ⁽¹⁾	C$	0.27		75,000
June 7, 2017	Common Shares	C$	0.85		63,750,000
June 8, 2017	Common Shares ⁽²⁾	C$	0.70		95,504
June 8, 2017	Common Shares ⁽³⁾	C$	0.90		25,000
June 9, 2017	Common Shares ⁽³⁾	C$	0.90		572,500
June 9, 2017	Common Shares ⁽³⁾	C$	0.90		3,978,369
June 19, 2017	Common Shares ⁽⁴⁾	C$	0.98		127,670
June 20, 2017	Common Shares ⁽⁴⁾	C$	0.98		59,739
June 20, 2017	Common Shares ⁽²⁾	C$	0.70		52,860
June 29, 2017	Common Shares ⁽⁴⁾	C$	0.98		8,000
July 12, 2017	Common Shares ⁽¹⁾	C$	0.27		125,000
July 12, 2017	Common Shares ⁽¹⁾	C$	0.69		150,000
July 12, 2017	Common Shares ⁽¹⁾	C$	0.30		50,000
July 12, 2017	Common Shares ⁽⁵⁾	C$	0.98		64,350
July 12, 2017	Common Shares ⁽⁵⁾	C$	0.8745		12,291
July 12, 2017	Common Shares ⁽¹⁾	C$	0.47		98,235
July 14, 2017	Common Shares	$	0.85		50,000,000
July 25, 2017	Common Shares ⁽⁴⁾	C$	0.47		200,000
July 25, 2017	Common Shares ⁽⁴⁾	C$	0.98		170,682

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Date of Issuance	Security	Price per Common Share or Exercise or Conversion Price, as applicable		Number of Common Shares
July 25, 2017	Common Shares ⁽⁴⁾	C$	0.98		52,570
July 26, 2017	Common Shares ⁽⁴⁾	C$	0.47		200,000
July 26, 2017	Common Shares ⁽¹⁾	C$	0.16		164,989
July 26, 2017	Common Shares ⁽¹⁾	C$	0.47		12,500
July 27, 2017	Common Shares ⁽⁴⁾	C$	0.98		23,184
July 31, 2017	Common Shares ⁽¹⁾	C$	0.47		75,000
August 10, 2017	Common Shares ⁽¹⁾	C$	0.47		106,375
August 10, 2017	Common Shares ⁽⁵⁾	C$	0.98		57,200
August 10, 2017	Common Shares ⁽⁵⁾	C$	0.8745		10,926
August 16, 2017	Common Shares ⁽⁴⁾	C$	0.98		17,751
August 16, 2017	Common Shares ⁽⁴⁾	C$	0.98		8,875
August 18, 2017	Common Shares ⁽¹⁾	C$	0.16		221,122
August 30, 2017	Common Shares ⁽⁴⁾	C$	0.96		150,000
August 30, 2017	Common Shares ⁽⁴⁾	C$	0.98		56,325
August 30, 2017	Common Shares ⁽¹⁾	C$	0.98		25,000
August 30, 2017	Common Shares ⁽⁴⁾	C$	0.47		200,000
September 5, 2017	Common Shares ⁽¹⁾	C$	0.98		3,642
September 11, 2017	Common Shares ⁽¹⁾	C$	0.80		10,000
September 11, 2017	Common Shares ⁽⁵⁾	C$	0.47		26,596
September 11, 2017	Common Shares ⁽⁵⁾	C$	0.93		25,025
September 11, 2017	Common Shares ⁽⁵⁾	C$	0.8745		6,492
September 11, 2017	Common Shares ⁽⁵⁾	C$	1.1131		2,439
September 13, 2017	Common Shares ⁽²⁾	C$	0.8464		281,232
September 20, 2017	Common Shares ⁽¹⁾	C$	0.69		170,056
September 20, 2017	Common Shares ⁽¹⁾	C$	0.47		52,872
September 20, 2017	Common Shares ⁽¹⁾	C$	0.98		9,620
September 28, 2017	Common Shares ⁽²⁾	C$	0.8464		843,696
September 29, 2017	Common Shares ⁽¹⁾	C$	0.27		164,750
September 29, 2017	Common Shares ⁽¹⁾	C$	0.30		160,833
October 5, 2017	Common Shares ⁽¹⁾	C$	0.47		150,000
October 5, 2017	Common Shares ⁽⁴⁾	C$	0.98		10,312
October 5, 2017	Common Shares ⁽¹⁾	C$	0.98		5,004
October 5, 2017	Common Shares ⁽¹⁾	C$	0.49		157,540
October 6, 2017	Common Shares ⁽²⁾	C$	0.8464		556,340
October 13, 2017	Common Shares ⁽¹⁾	C$	0.47		12,500
October 17, 2017	Common Shares ⁽¹⁾	C$	0.69		89,868
October 17, 2017	Common Shares ⁽¹⁾	C$	0.47		72,693
October 17, 2017	Common Shares ⁽⁴⁾	C$	0.98		7,591
October 17, 2017	Common Shares ⁽¹⁾	C$	0.47		36,332
October 23, 2017	Common Shares ⁽¹⁾	C$	0.98		12,500
October 24, 2017	Common Shares ⁽²⁾	C$	0.8464		312,500
October 24, 2017	Common Shares ⁽³⁾	C$	0.98		100,000
October 31, 2017	Common Shares ⁽²⁾	C$	0.8464		850,000
November 20, 2017	Common Shares ⁽¹⁾	C$	0.49		7,883	⁽⁶⁾

C-27


Date of Issuance	Security	Price per Common Share or Exercise or Conversion Price, as applicable		Number of Common Shares
November 30, 2017	Common Shares ⁽¹⁾	C$	4.90		10,000	⁽⁶⁾
December 28, 2017	Common Shares ⁽⁴⁾	C$	10.57		5,000	⁽⁶⁾

Notes :

(1)	Issued upon exercise of previously granted stock options of the Company.

(2)	Issued upon exercise of previously granted broker warrants.

(3)	Issued upon exercise of previously granted warrants.

(4)	Issued upon conversion of RSRs. The price per Common Share listed in the table above represents the grant price of such RSRs.

(5)	Issued upon conversion of DSUs. The price per Common Share listed in the table above represents the grant price of such DSUs.

(6)	On November 8, 2017, the Company effected a share consolidation of its outstanding Common Shares on the basis of one new common share for every five then-outstanding common shares.

Stock Options, Restricted Share Rights, Deferred Share Units and Convertible Securities

The Company has issued the following stock options, restricted share rights (“ RSRs ”), deferred share units (“ DSUs ”) and convertible securities that, on due exercise and payment of strike price associated therewith, are convertible into Common Shares, during the 12-month period prior to the date of this Prospectus:


Date of Grant	Type of Security	Number of Securities Granted		Exercise Price
April 4, 2017	Stock Options ⁽¹⁾		5,175,000	C$	0.98
May 16, 2017	Stock Options ⁽¹⁾		500,000	C$	1.00
September 14, 2017	Stock Options ⁽¹⁾		9,300,000	C$	1.61
November 27, 2017	Stock Options ⁽¹⁾		60,000	C$	12.34	⁽²⁾
December 22, 2017	Stock Options ⁽¹⁾		30,000	C$	11.07	⁽²⁾
April 4, 2017	RSRs		2,824,818	C$	0.98	⁽³⁾
May 16, 2017	RSRs		900,000	C$	1.00	⁽³⁾
July 19, 2017	RSRs		133,625	C$	0.83	⁽³⁾
September 14, 2017	RSRs		3,986,340	C$	1.61	⁽³⁾
December 22, 2017	RSRs		20,000	C$	10.57	⁽²⁾⁽³⁾
April 3, 2017	DSUs		296,725	C$	0.93	⁽³⁾
July 19, 2017	DSUs		65,991	C$	0.8745	⁽³⁾
August 16, 2017	DSUs		2439	C$	1.1131	⁽³⁾

Notes :

(1)

Pursuant to the terms of the Company’s stock option plan, as amended, and the policies of the TSX, the exercise price is the volume-weighted average price of the shares on the TSX for the five days on which shares were traded immediately preceding the date in respect of which the exercise price is to be determined.

(2)	On November 8, 2017, the Company effected a share consolidation of its outstanding Common Shares on the basis of one new common share for every five then-outstanding common shares.

(3)	The price listed in the table above represents the grant price of such RSRs and DSUs.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain material Canadian federal income tax consequences to an investor of the acquisition, ownership and disposition of any Securities offered thereunder. The applicable Prospectus Supplement may describe certain United States federal income tax considerations generally applicable to the acquisition, ownership and disposition of any Securities offered thereunder by an investor who is a United States person.

RISK FACTORS

An investment in Securities is speculative and subject to a number of risks, including those set forth in our most recent annual information form and in the management’s discussion and analysis for our most recently completed financial year. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement.

Prospective investors should carefully consider these risks, in addition to information contained in the Prospectus Supplement relating to an offering and the information incorporated by reference therein, before purchasing Securities. These are not the only risks and uncertainties that we face. Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely affect us. If any of the events identified in these risks and uncertainties were to actually occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company’s business, financial condition and results of operation. The Company cannot assure you that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described in this Prospectus or the applicable Prospectus Supplement or the information incorporated by reference herein and therein or other unforeseen risks.

C-28

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to a specific offering of Securities, certain legal matters relating to the issue and sale of the Securities will be passed upon on our behalf by Osler, Hoskin & Harcourt LLP. As of the date of this Prospectus, the partners and associates of Osler, Hoskin & Harcourt LLP, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding securities of any class or series of the Company.

INTERESTS OF EXPERTS

Each of Ernest Burga, P.Eng., David Burga, P.Geo., Michael Rosko, MSc., CPG, Mark King, PhD, P.Geo., Daron Abbey, MSc., P.Geo., Tony Sanford, Pr.Sci.Nat., Rene LeBlanc, PhD, P.Eng. and Barry Smee, PhD, P.Eng. is a “qualified person” for the purposes of NI 43-101 and has reviewed or supervised the preparation of information contained or incorporated by reference in this Prospectus upon which certain scientific and technical information relating to the Cauchari-Olaroz Project is based.

Each of Timothy J. Carew, P. Geo and Mario E. Rossi, FAusIMM is a “qualified person” for the purposes of NI 43-101 and has reviewed or supervised the preparation of information contained or incorporated by reference in this Prospectus upon which certain scientific and technical information relating to the Lithium Nevada Project is based.

Each of the aforementioned persons are independent of the Company as of the date of this Prospectus, each such person beneficially owns, directly or indirectly, less than 1% of the outstanding securities of any class or series of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

PricewaterhouseCoopers LLP, Chartered Professional Accountants, Licensed Public Accountants, is the auditor of the Company and has confirmed that it is independent of the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia and in accordance with the applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board (United States).

The registrar and transfer agent for our Common Shares is Computershare Investor Services Inc., located at its principal offices in Vancouver, British Columbia.

C-29

GLOSSARY OF TERMS

When used in this Prospectus, the following terms have the meanings set for below unless expressly indicated otherwise.

“ 2016 AIF ” has the meaning given to that term under “Documents Incorporated by Reference”.

“ ACSI ” has the meaning given to that term under “Cauchari-Olaroz Project – Operating Costs”.

“ ASA ” means Alex Steward Laboratories S.A. located in Mendoza, Argentina.

“ Bangchak ” has the meaning given to that term under “Documents Incorporated by Reference”.

“ BCBCA ” means the Business Corporations Act (British Columbia).

“ BCP ” has the meaning given to that term under “Documents Incorporated by Reference”.

“ Board of Directors ” means the board of directors of the Company.

“Ca ” means calcium.

“ CaCl ₂ ” means calcium chloride.

“ CaO ” means calcium oxide.

“ Cauchari FS ” means the technical report entitled “Feasibility Study – Reserve Estimation and Lithium Carbonate and Potash Production at the Cauchari-Olaroz Salars, Jujuy Province Argentina” dated July 11, 2012.

“ Cauchari TR ” has the meaning given to such term under “Business of the Company – Mineral Properties of LAC – Overview of the Cauchari-Olaroz Project”.

“ Cauchari-Olazroz Project ” has the meaning to such term under “Forward-Looking Information”.

“CIM ” means Canadian Institute of Mining, Metallurgy and Petroleum.

“ Common Shares ” has the meaning given to that term on the cover page of this Prospectus.

“ Company ” has the meaning given to that term on the cover page of this Prospectus.

“ Debt Securities ” has the meaning given to that term on the cover page of this Prospectus.

“ DSUs ” has the meaning given to that term under “Prior Sales”.

“ Exar ” has the meaning given that term under “Cauchari-Olaroz Project – Overview of the Cauchari-Olaroz Project”.

“ Exchange Act ” means the U.S. Exchange Act of 1934, as amended.

“ Fernley Facility ” means the RheoMinerals ^TM Business manufacturing facility based in Fernley, Nevada.

“ Ganfeng ” has the meaning given to that term under “Documents Incorporated by Reference”.

“ GFL ” has the meaning given to that term under “Documents Incorporated by Reference”.

“ ha ” means hectares.

“ HCl ” means hydrogen chloride.

C-30

“ IFRS ” has the meaning given to that term on the cover page of this Prospectus.

“ Initial Feasibility Study ” has the meaning given to that term under “Cauchari Olaroz Project – History”.

“ IRR ” has the meaning given to that term under the heading “Cauchari-Olaroz Project – Project Economics – NPV and IRR”.

“ JEMSE ” means Jujuy Energia y Mineria Sociedad del Estado, the government of Jujuy’s mining investment company, involved in the development and regulations of mining projects in the Argentinean province of Jujuy.

“ July MCR ” has the meaning given to that term under “Documents Incorporated by Reference”.

“ June MCR ” has the meaning given to that term under “Documents Incorporated by Reference”.

“ K ” means potassium.

“ km ” means kilometre.

“ LAC ” or “ we ” has the meaning given to that term on the cover page of this Prospectus.

“ LCE ” means lithium carbonate equivalent. Lithium is converted to lithium carbonate (Li2CO3) by multiplying lithium by 5.323.

“ Li ” means lithium.

“ LiKSO4 ” means pyroelectric lithium potassium sulphate.

“ Lithium Nevada Project ” has the meaning to such term under “Forward-Looking Information”.

“ Lithium Nevada TR ” has the meaning given to such term under “Business of the Company – Mineral Properties of LAC”.

“ Los Boros ” means Grupo Minero Los Boros S.A.

“ Los Boros Option Agreement ” has the meaning given that term under “Cauchari-Olaroz Project - Property Description, Location and Access”.

“ MJDS ” has the meaning given to that term on the cover page of this Prospectus.

“ m ” means metre.

“ M&A ” has the meaning given to that term under “Cauchari-Olaroz Project – Mineral Resource and Reserve Estimates – Mineral Reserve”.

“ Mg ” means milligrams.

“ Mg/L ” means milligrams per litre.

“ MW ” means megawatts.

“ MWh ” means megawatt hours.

“ Na ” means sodium.

“ NaCl ” means sodium chloride.

“ NaOH ” means sodium hydroxide.

C-31

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“ NI 44-102 ” means National Instrument 44-102 – Shelf Distributions .

“ NPV ” has the meaning given to that term under the heading “Cauchari-Olaroz Project – Project Economics – NPV and IRR”.

“ NYSE ” has the meaning given to that term on the cover page of this Prospectus.

“ OTCQX ” has the meaning given to that term on the cover page of this Prospectus.

“ pH ” means the measure of acidity/alkalinity of an aqueous solution.

“Preferred Shares” has the meaning given to that term on the cover page of this Prospectus.

“ Prospectus ” has the meaning given to that term on the cover page of this Prospectus.

“ Prospectus Supplement ” has the meaning given to that term on the cover page of this Prospectus.

“ QA/QC ” means quality assurance and quality control.

“ QP ” means a “qualified person” for purposes of NI 31-103.

“ RC ” means reverse circulation.

“ RheoMinerals™ Business ” means the RheoMinerals™ business operated by RheoMinerals Inc.

“ RSR s” has the meaning given to that term under “Prior Sales”.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities ” has the meaning given to that term on the cover page of this Prospectus.

“ SQM ” has the meaning to such term under “Forward-Looking Information”.

“ Subscription Receipts ” has the meaning given to that term on the cover page of this Prospectus.

“ TEM ” has the meaning given to that term under “Cauchari-Olaroz Project – Exploration”.

“ TPA ” means tonnes per annum.

“ TSX ” has the meaning given to that term on the cover page of this Prospectus.

“ Units ” has the meaning given to that term on the cover page of this Prospectus.

“ VES ” has the meaning given to that term under “Cauchari-Olaroz Project – Exploration”.

“ Warrants ” has the meaning given to that term on the cover page of this Prospectus.

C-32

LOGO

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

The Registrant is subject to the provisions of the Business Corporations Act (British Columbia) (the “ Act ”).

Under Section 160(a) of the Act, and subject to Section 163 of the Act, an individual who:

•

is or was a director or officer of the Registrant;

•

is or was a director or officer of another corporation (i) at a time when the corporation is or was an affiliate of the Registrant, or (ii) at the request of the Registrant; or

•

at the request of the Registrant, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity;

and including, except in the definition of “eligible proceeding” and except in sections 163(1)(c) and (d) and 165 of the Act, the heirs and personal or other legal representatives of that individual (collectively, an “eligible party”), may be indemnified by the Registrant against all eligible penalties (as defined below) to which the eligible party is or may be liable. Section 160(b) of the Act permits the Registrant to pay the expenses actually and reasonably incurred by an eligible party after the final disposition of the eligible proceeding (as defined below) in respect of that proceeding.

Under Section 159 of the Act, an “eligible penalty” is defined as a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding. An “eligible proceeding” means a proceeding (as defined below) in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Registrant or an associated corporation, (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. A “proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

Under Section 161 of the Act, and subject to Section 163 of the Act, the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by the eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.

Under Section 162 of the Act, and subject to Section 163 of the Act, the Registrant may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding; provided the Registrant must not make such payments unless it first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by Section 163, the eligible party will repay the amounts advanced.

Under Section 163(1) of the Act, the Registrant must not indemnify an eligible party under Section 160(a) of the Act, or pay the expenses of an eligible party under Sections 160(b), 161 or 162 of the Act, as the case may be, if any of the following circumstances apply:

•

if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the Registrant was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

II-1

•

if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the Registrant is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

•

if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Registrant or the associated corporation, as the case may be; or

•

in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

Under Section 163(2) of the Act, if an eligible proceeding is brought against an eligible party by or on behalf of the Registrant or by or on behalf of an associated corporation, the Registrant must neither indemnify the eligible party under Section 160(a) of the Act in respect of the proceeding, nor pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act in respect of the proceeding.

Under Section 164 of the Act, despite any other provision of Division 5— Indemnification of Directors and Officers and Payment of Expenses under the Act and whether or not payment of expenses or indemnification has been sought, authorized or declined under such Division, on application of the Registrant or an eligible party, the Supreme Court of British Columbia (the “ Court ”) may do one or more of the following:

•

order the Registrant to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;

•

order the Registrant to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

•

order the enforcement of, or any payment under, an agreement of indemnification entered into by the Registrant;

•

order the Registrant to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under this section; or

•

make any other order the Court considers appropriate.

The articles of a company may affect its power or obligation to give an indemnity or pay expenses. As indicated above, this is subject to the overriding power of the Court under Section 164 of the Act.

Under Article 21.2 of the articles of the Registrant (the “ Articles ”), and subject to the Act, the Registrant must indemnify a director, former director or alternate director of the Registrant and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Registrant on the terms of the indemnity contained in Article 21.2 of the Articles.

Subject to any restrictions in the Act, the Registrant may indemnify any person.

The failure of a director, alternate director or officer of the Registrant to comply with the Act or the Articles does not invalidate any indemnity to which he or she is entitled under Part 21 of the Articles.

For the purposes of the Articles:

•

an “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

II-2

•

an “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Registrant (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Registrant, (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; and

•

“expenses” has the meaning set out in the Act.

Under the Articles, the Registrant may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

•

is or was a director, alternate director, officer, employee or agent of the Registrant;

•

is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Registrant;

•

at the request of the Registrant, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or

•

at the request of the Registrant, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable.

EXHIBITS

The following exhibits have been filed as part of this Registration Statement.


Exhibit Number		Description

4.1*		Annual information form of the Registrant dated March 28, 2017 for the year ended December 31, 2016.

4.2*		Audited consolidated financial statements of the Registrant for the fifteen months ended December 31, 2016, together with the notes thereto and the independent auditor’s report thereon.

4.3*		Management’s discussion and analysis of results of operations and financial condition of the Registrant for the fifteen months ended December 31, 2016.

4.4*		Interim condensed consolidated financial statements of the Registrant for the three and nine month periods ended September 30, 2017, together with the notes thereto.

II-3



4.5*		Management’s discussion and analysis of the financial condition and results of operations of the Registrant for the three and nine month periods ended September 30, 2017.

4.6*		Notice of special meeting of shareholders and management proxy circular of the Registrant dated February 17, 2017 prepared in connection with the special meeting of shareholders held on March 27, 2017.

4.7*		Notice of annual general meeting of shareholders and management proxy circular of the Registrant dated July 5, 2017 prepared in connection with the annual general meeting of shareholders held on August 14, 2017.

4.8*		Material change report of the Registrant dated January 27, 2017 relating to Registrant’s entry into an investment agreement with GFL, an affiliate of Ganfeng, to fund development costs of the Cauchari-Olaroz Project.

4.9*		Material change report of the Registrant dated January 27, 2017 relating to Registrant’s entry into an investment agreement with BCP, an affiliate of Bangchak, for funding to advance the construction of the Cachari-Olaroz Project.

4.10*		Material change report of the Registrant dated April 6, 2017 relating to Registrant’s announcement of the results of a Definitive Feasibility Study on the first stage of the Cauchari-Olaroz Project.

4.11*		Material change report of the Registrant dated June 19, 2017 relating to the closing of certain transactions in connection with the investment agreement dated January 17, 2017 between the Registrant and GFL.

4.12*		Material change report of the Registrant dated July 24, 2017 relating to the closing of certain transactions in connection with the investment agreement dated January 19, 2017 between the Registrant and BCPI.

4.13*		Material change report of the Registrant dated November 9, 2017 relating to the Registrant’s announcement regarding the listing of the Common Shares on the NYSE and implementation of a share consolidation.

5.1*		Consent of PricewaterhouseCoopers LLP, dated January 18, 2018.

5.2+		Consent of Qualified Person (Ernest Burga).

5.3+		Consent of Qualified Person (David Burga).

5.4+		Consent of Qualified Person (Mike Rosko).

5.5+		Consent of Qualified Person (Mark King).

5.6+		Consent of Qualified Person (Daron Abbey).

5.7+		Consent of Qualified Person (Tony Sanford).

5.8+		Consent of Qualified Person (Timothy Carew).

5.9+		Consent of Qualified Person (Mario Rossi).

6.1*		Power of Attorney (included on the signature page of this Registration Statement).

7.1+		Form of Indenture related to Debt Securities.

*	filed herewith

+	to be filed by amendment

II-4

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.

Undertaking.

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

The Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.

Item 2.

Consent to Service of Process.

Concurrently with the filing of this Registration Statement on Form F-10, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X, referencing the file number of this Registration Statement on Form F-10.

III-1

EXHIBIT INDEX


Exhibit Number		Description

4.1*		Annual information form of the Registrant dated March 28, 2017 for the year ended December 31, 2016.

4.2*		Audited consolidated financial statements of the Registrant for the fifteen months ended December 31, 2016, together with the notes thereto and the independent auditor’s report thereon.

4.3*		Management’s discussion and analysis of results of operations and financial condition of the Registrant for the fifteen months ended December 31, 2016.

4.4*		Interim condensed consolidated financial statements of the Registrant for the three and nine month periods ended September 30, 2017, together with the notes thereto.

4.5*		Management’s discussion and analysis of the financial condition and results of operations of the Registrant for the three and nine month periods ended September 30, 2017.

4.6*		Notice of special meeting of shareholders and management proxy circular of the Registrant dated February 17, 2017 prepared in connection with the special meeting of shareholders held on March 27, 2017.

4.7*		Notice of annual general meeting of shareholders and management proxy circular of the Registrant dated July 5, 2017 prepared in connection with the annual general meeting of shareholders held on August 14, 2017.

4.8*		Material change report of the Registrant dated January 27, 2017 relating to Registrant’s entry into an investment agreement with GFL, an affiliate of Ganfeng, to fund development costs of the Cauchari-Olaroz Project.

4.9*		Material change report of the Registrant dated January 27, 2017 relating to Registrant’s entry into an investment agreement with BCP, an affiliate of Bangchak, for funding to advance the construction of the Cachari-Olaroz Project.

4.10*		Material change report of the Registrant dated April 6, 2017 relating to Registrant’s announcement of the results of a Definitive Feasibility Study on the first stage of the Cauchari-Olaroz Project.

4.11*		Material change report of the Registrant dated June 19, 2017 relating to the closing of certain transactions in connection with the investment agreement dated January 17, 2017 between the Registrant and GFL.

4.12*		Material change report of the Registrant dated July 24, 2017 relating to the closing of certain transactions in connection with the investment agreement dated January 19, 2017 between the Registrant and BCPI.

4.13*		Material change report of the Registrant dated November 9, 2017 relating to the Registrant’s announcement regarding the listing of the Common Shares on the NYSE and implementation of a share consolidation.

5.1*		Consent of PricewaterhouseCoopers LLP, dated January 18, 2018.

5.2+		Consent of Qualified Person (Ernest Burga).

5.3+		Consent of Qualified Person (David Burga).

5.4+		Consent of Qualified Person (Mike Rosko).

5.5+		Consent of Qualified Person (Mark King).

5.6+		Consent of Qualified Person (Daron Abbey).

5.7+		Consent of Qualified Person (Tony Sanford).

5.8+		Consent of Qualified Person (Timothy Carew).

5.9+		Consent of Qualified Person (Mario Rossi).

6.1*		Power of Attorney (included on the signature page of this Registration Statement).

7.1+		Form of Indenture related to Debt Securities.

*	filed herewith

+	to be filed by amendment

III-2

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on the 18th day of January, 2018.


LITHIUM AMERICAS CORP.

By:		/s/ W. Thomas Hodgson
Name:		W. Thomas Hodgson
Title:		Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints W. Thomas Hodgson and Eduard Ephstein, and each of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments including post-effective amendments to this Registration Statement, any prospectus or amended prospectus therein and any registration statement filed pursuant to Rule 429 under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated, on the 18th day of January, 2018.



/s/ W. Thomas Hodgson W. Thomas Hodgson		Chief Executive Officer (Principal Executive Officer) and Director

/s/ Eduard Epshtein Eduard Epshtein		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ George Ireland George Ireland		Director

/s/ Wang Xiaoshen Wang Xiaoshen		Director

/s/ Chaiwait Kovavisarach Chaiwait Kovavisarach		Director

/s/ Jonathan Evans Jonathan Evans		Director

/s/ Gary Cohn Gary Cohn		Director

/s/ Jean Fraser Jean Fraser		Director

/s/ Franco Mignacco Franco Mignacco		Director

/s/ Gabriel Marcelo Rubacha Gabriel Marcelo Rubacha		Director

/s/ John Kanellitsas John Kanellitsas		Director

III-3

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the authorized representative has duly caused this Registration Statement to be signed by the undersigned, solely in the capacity of the duly authorized representative of the Registrant in the United States, on January 18, 2018.


LITHIUM NEVADA CORPORATION

By:		/s/ Alexi Zawadzki
Name:		Alexi Zawadzki
Title:		President North American Operations

III-4

Exhibit 4.1

LOGO

LITHIUM AMERICAS CORPORATION

Annual Information Form

For the year ended December 31, 2016

March 28, 2017

TABLE OF CONTENTS


FORWARD LOOKING STATEMENTS			1

DEFINITIONS AND OTHER INFORMATION			2

CURRENCY			2

CORPORATE STRUCTURE OF THE COMPANY			3

NAME, ADDRESS AND INCORPORATION			3

INTERCORPORATE RELATIONSHIPS			3

GENERAL DEVELOPMENT OF THE BUSINESS			3

OVERVIEW			3

THREE YEAR HISTORY			4

DESCRIBE THE BUSINESS			6

RISK FACTORS			6

THE CAUCHARI-OLAROZ PROJECT			16

THE LITHIUM NEVADA PROJECT			22

THE RHEOMINERALS™ BUSINESS			32

COMPETITIVE CONDITIONS			35

SPECIALIZED SKILLS AND KNOWLEDGE			36

MINERAL PRICE AND ECONOMIC CYCLES			36

ECONOMIC DEPENDENCE			36

BANKRUPTCY AND SIMILAR PROCEDURES			36

REORGANIZATIONS			36

FOREIGN OPERATIONS			36

EMPLOYEES			37

ENVIRONMENTAL PROTECTION			37

DESCRIPTION OF CAPITAL STRUCTURE			37

DIVIDENDS AND DISTRIBUTIONS			39

MARKET FOR SECURITIES			39

MARKET			39

TRADING PRICE AND VOLUME			39

DIRECTORS AND OFFICERS			41

NAME AND OCCUPATION			41

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS			42

COMMITTEES OF THE BOARD			43

CONFLICTS OF INTEREST			44

AUDIT COMMITTEE INFORMATION			44

AUDIT COMMITTEE CHARTER			44

COMPOSITION OF THE AUDIT COMMITTEE AND INDEPENDENCE			44



RELEVANT EDUCATION AND EXPERIENCE			44

AUDIT COMMITTEE OVERSIGHT			45

RELIANCE ON CERTAIN EXEMPTIONS			45

PRE-APPROVAL POLICIES AND PROCEDURES			45

AUDIT FEES			45

LEGAL PROCEEDINGS AND REGULATORY ACTIONS			46

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			46

TRANSFER AGENTS AND REGISTRARS			46

MATERIAL CONTRACTS			46

BCP INVESTMENT AGREEMENT			46

GANFENG INVESTMENT AGREEMENT			47

MINERA SHAREHOLDER AGREEMENT			49

LINE OF CREDIT AGREEMENT			49

BCP INVESTMENT/SUBSCRIPTION AGREEMENT			49

INTERESTS OF EXPERTS			49

ADDITIONAL INFORMATION			50

SCHEDULE “A” DEFINITIONS			A-1

SCHEDULE “B” AUDIT COMMITTEE CHARTER			B-1

FORWARD LOOKING STATEMENTS

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of applicable Canadian securities legislation. These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking statements. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking statements in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are often, but not always, 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 statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this AIF should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this AIF and are expressly qualified, in their entirety, by this cautionary statement. In particular, this AIF contains forward-looking statements, pertaining to the following: capital expenditure programs; estimates of the quality and quantity of the mineral resources and mineral reserves at its mineral properties; development of mineral resources and mineral reserves; treatment under governmental and taxation regimes; expectations regarding the Company’s ability to raise capital; expenditures to be made by the Company on its properties; the Company’s expectations regarding the preparation of a feasibility study for lithium carbonate production at the Lithium Nevada Project; the Company’s expectations regarding the preparation of an updated feasibility study at the Cauchari-Olaroz Project; the expectation for the development of the Cauchari-Olaroz Project through the Company’s joint venture with Sociedad Quimica y Minera de Chile S.A. (“SQM”); work plans to be conducted by the Company, including expectations with respect to the operational status of, and timing of commercial production at, its Fernley Facility; the Company’s plans to introduce certain products to the market; and the Company’s ability to source sales contracts for its organoclay products. With respect to forward-looking statements listed above and contained in the AIF, the Company has made assumptions regarding, among other things:

•

uncertainties relating to receiving mining, exploration, environmental and other permits or approvals in Nevada and Argentina;

•

the impact of increasing competition in the lithium business;

•

unpredictable changes to the market prices for lithium and clay-based organoclay products;

•

exploration and development costs for the Cauchari-Olaroz Project and the Lithium Nevada Project;

•

anticipated results of exploration and development activities;

•

availability of additional financing;

•

the Company’s ability to obtain additional financing on satisfactory terms;

•

the ability to achieve production at any of the Company’s mineral exploration and development properties;

•

preparation of a development plan for lithium carbonate production at the Lithium Nevada Project;

•

the market price of organoclay, the Company’s ability to produce RheoMinerals ^TM products at a competitive price and to source sales contracts; and

•

the continued growth of the shale gas and ultra-deep oil drilling and lithium industries.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this AIF including the following: volatility in the market price for minerals; uncertainties associated with estimating mineral resources and mineral reserves, including uncertainties relating to the assumptions underlying mineral resource and mineral reserve estimates; uncertainty of whether there will ever be production at the Company’s mineral exploration properties; geological, technical, drilling or processing problems; liabilities and risks, including environmental liabilities and risks, inherent in mineral extraction operations; fluctuations in currency exchange and interest rates; incorrect assessments of the value of acquisitions; unanticipated results of exploration activities; competition for, amongst other things, capital, undeveloped lands and skilled personnel; lack of availability of additional financing and/or joint venture partners; unpredictable weather conditions; unanticipated delays at the Fernley Facility or in preparing feasibility studies; the ability to manufacture an organoclay product that meets customer requirements; an increase in the costs of manufacturing organoclay, including the costs of any raw materials used in the process; and a reduction in the demand for shale or ultra-deep drilling.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this AIF are expressly qualified by this cautionary statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

DEFINITIONS AND OTHER INFORMATION

For a description of defined terms and other reference information used in this AIF, please refer to Schedule A.

Currency

All sums of money which are referred to herein are expressed in Canadian dollars, unless otherwise specified. References to United States dollars are referred to as “US$”.

The high, low and closing noon spot rates for Canadian dollars in terms of the United States dollar for each of the three years in the period ended December 31, 2016, as quoted by the Bank of Canada, were as follows:


	Year ended December 31
	2016		2015		2014
High	$	1.4589	$	1.3990	$	1.1643

Low	$	1.2544	$	1.1728	$	1.0614

Closing	$	1.3427	$	1.3840	$	1.1601

On March 27, 2017, the noon spot rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = $1.3368.

CORPORATE STRUCTURE OF THE COMPANY

Name, Address and Incorporation

The Company was incorporated under the BCBCA on November 27, 2007 under the name Western Lithium Canada Corporation. By special resolution of the shareholders of the Company dated June 19, 2008, the Company subdivided its issued share capital on a ratio of 35,000,000 to 1. On May 31, 2010, the Company changed its name to Western Lithium USA Corporation. On March 22, 2013, the Company amended its Articles to add advance notice requirements for the election of directors. On March 31, 2015, the Company amended its Articles to give the Board of Directors the authority by board resolution to alter the Company’s authorized share capital and to effect amendments to the Articles, except as otherwise specifically provided in the Articles or the BCBCA. On March 21, 2016 the Company changed its name to Lithium Americas Corp. (“LAC”).

The Company’s head office and registered office are located at Suite 1100 – 355 Burrard Street, Vancouver, British Columbia, V6C 2G8.

Intercorporate Relationships

The corporate structure of LAC, its material subsidiaries, the jurisdiction of incorporation of such corporations and the percentage of equity ownership are set out in the following chart:

LOGO

(1)	Pursuant to the JEMSE LOI, JEMSE may acquire an 8.5% equity interest in Minera, which in turn would dilute LAC’s direct and indirect interest in Minera to an aggregate 45.75%. For more information please see “ The Cauchari-Olaroz Project – JEMSE LOI ” .

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

LAC is a Canadian based resource company focused on advancing two significant lithium development projects, the Cauchari-Olaroz Project, located in Jujuy province of Argentina, and the Lithium Nevada Project (formerly the Kings Valley Project), located in north-western Nevada, USA. LAC also owns and operates its RheoMinerals ^TM Business, producing organophilic clay-based drilling additives and other rheology products at its Fernley Facility.

Three Year History

Fiscal 2014

In January 2014, Former LAC signed the Co-Operation Agreement with POSCO, Korea’s largest steel company and a leader in the development of advanced materials processes. Pursuant to the Co-Operation Agreement, POSCO installed a demonstration plant at the Cauchari-Olaroz Project.

In February 2014, Former LAC launched the LAC Rights Offering and distributed to its shareholders an aggregate of 77,308,481 rights each exercisable to purchase one Common Share at $0.24. The rights were listed and traded on the Exchange until noon on March 13, 2014, the expiry date of the rights. The LAC Rights Offering closed in March 2014.

In May 2014, the Company closed a short form prospectus financing in which it issued 15,870,000 units at a purchase price of $0.58 per unit, for aggregate gross proceeds to the Company of $9,204,600. Each unit consisted of one Common Share and one half of a Common Share purchase warrant. Each whole warrant entitled the holder to acquire one Common Share at $0.75 per Common Share until May 16, 2016. In addition, the Company issued 1,031,550 brokers’ warrants that entitle the holder to purchase one Common Share at a purchase price of $0.58 per Common Share until May 16, 2016. Dundee Securities Ltd., on behalf of a syndicate including Haywood Securities Inc., with RK Equity Capital Markets LLC acting as a U.S. Placement Agent, acted as underwriters for the financing.

Fiscal 2015

In December 2014, POSCO, Former LAC and Minera inaugurated a demonstration plant at the Cauchari-Olaroz Project. The plant achieved full and continuous operating rates throughout a test period that ended in late January 2015, producing over 20 tonnes of lithium phosphate. The lithium phosphate was exported to POSCO’s facility in Pohang, Korea where it was further processed into lithium carbonate and lithium hydroxide.

In May 2015, the Company announced that it had entered into a Convertible Security Funding Agreement with an entity managed by Lind. An initial US$2.8 million was funded pursuant to the issuance of an initial convertible security.

In June 2015, the Company closed a short form prospectus financing whereby the Company issued an aggregate of 11,413,750 units at a price of $0.70 per unit, raising aggregate proceeds of approximately $8,000,000. Each unit consisted of one Common Share and one half of one Common Share purchase warrant. Each whole warrant entitles the holder to acquire one Common Share at a price of $0.90 up to June 9, 2017. In addition, the Company issued 741,894 agent’s warrants that entitle the holder to purchase one Common Share at a purchase price of $0.70 per Common Share until June 9, 2017. The underwriters for the financing were Dundee Securities Ltd. on behalf of a syndicate that included Haywood Securities Inc.

In June 2015, the Company and Former LAC entered into the Arrangement Agreement to combine the respective companies. The transaction was structured as a statutory plan of arrangement of Former LAC under which the Company acquired all of the outstanding shares of Former LAC in an all-stock transaction. For further information, please see “ LAC/Western Lithium Transaction ” below.

In July 2015, the Company closed the BCP SR Private Placement with BCP. Pursuant to the transaction, the Company issued to BCP subscription receipts convertible into Common Shares, while BCP deposited US$5,000,000 in escrow, to be released in two tranches upon the conversion of the subscription receipts. For more information on the BCP SR Private Placement, please see “ Material Contracts – BCP Investment/Subscription Agreement” .

In September 2015, the Company and Former LAC completed the Arrangement. Shortly thereafter, 2,764,263 subscription receipts issued to BCP pursuant to the BCP SR Private Placement were converted into 3,023,412 Common Shares, and US$1,500,000 was released from escrow to the Company.

Fiscal 2016

In December 2015, the Company received a US$5,000,000 line of credit from Geologic. The line of credit was terminated in April 2016. For further information, please see “ Material Contracts – Line of Credit Agreement ”.

In December 2015, BCP converted its remaining subscription receipts into Common Shares and the final tranche of US$3.5 million from the BCP SR Private Placement was released from escrow to the Company.

In December 2015, the Co-Operation Agreement with POSCO lapsed.

In March 2016, the Company signed definitive agreements with SQM to form the Cauchari Joint Venture. Pursuant to the transaction, SQM acquired a 50% equity interest in Minera in consideration for a cash payment of US$25 million, of which US$10 million was retained by Minera to support project development and the balance distributed to LAC. The parties’ interests are governed by the terms of a shareholders agreement over Minera. For further information, please see “ Material Contracts – Minera Shareholder Agreement ”.

In May 2016, the Company retired all remaining amounts owing under the Convertible Security Funding Agreement by cash payment of US$1,653,000 to Lind.

In June 2016, the Company announced filing of an updated NI 43-101 technical report on the Lithium Nevada Project (the “Lithium Nevada TR”). In the Lithium Nevada TR, the authors reported mineral resource estimates on the Stage I Lens and Stage II Lens of the property, while no mineral reserve estimate was reported.

Current Fiscal Year

On January 17, 2017, the Company entered into the Ganfeng Investment Agreement with Ganfeng, as amended, to fund development costs of the Cauchari-Olaroz Project. For further information, please see “ Material Contracts – Ganfeng Investment Agreement ”.

On January 19, 2017, the Company entered into the BCP Investment Agreement with BCP to fund development costs of the Cauchari-Olaroz Project. Concurrently, the Company and Ganfeng agreed to amend the Ganfeng Investment Agreement. For further information, please see “ Material Contracts – BCP Investment Agreement ”.

On January 27, 2017, the Company announced that it had completed the initial Common Share subscription contemplated under the Ganfeng Investment Agreement. In accordance with the Ganfeng Investment Agreement, the Company issued to Ganfeng 11,250,000 Common Shares at a price of $0.85 per Common Share, for an aggregate cash subscription of $9,562,500.

LAC/Western Lithium Transaction

In June 2015, the Company and Former LAC entered into an arrangement agreement to combine their respective companies. The Arrangement was completed on September 4, 2015. Pursuant to the Arrangement Agreement, the Company acquired all of the issued and outstanding Former LAC shares in exchange for its Common Shares, at a ratio of 0.789 of a Common Share for each Former LAC share. The Company also settled all outstanding convertible securities on similar terms. As a result of the Arrangement, Former LAC became a wholly-owned subsidiary of the Company. In connection with the

closing of the Arrangement, the Company issued an aggregate of 130,847,374 Common Shares to the former shareholders of Former LAC. On closing, the Company had 265,648,063 Common Shares issued and outstanding, with Former LAC shareholders holding approximately 49.3% on an undiluted basis. In connection with the Arrangement, four Former LAC directors joined the Board of Directors being: George Ireland, Thomas Hodgson; John Kanellitsas and Franco Mignacco.

Trends and Outlook

LAC intends to focus its business activity in the near term on advancing of the Cauchari-Olaroz Project and the Lithium Nevada Project. At the Cauchari-Olaroz Project, the Cauchari Joint Venture is pursuing a 50,000 TPA mine development plan. LAC contemplates being ready to announce the results of a feasibility study and development plan for stage 1, encompassing 25,000 TPA of production, shortly following the filing of this AIF and the Company is in the process of settling financing arrangements through the Ganfeng Investment Agreement and the BCP Investment Agreement to fund its share of development costs. LAC and SQM have also commenced preparation of an integrated plan that encompasses the full 50,000 TPA target.

At the Lithium Nevada Project, LAC is investigated new processing and development methods that will support a project development plan.

LAC’s subsidiary RheoMinerals Inc. will also continue to pursue the growth of its business. LAC has established a management team that is solely dedicated to this business unit and is actively pursuing its development.

DESCRIBE THE BUSINESS

Risk Factors

An investment in the Company’s securities is highly speculative and subject to a number of risks at any given time. The following is a description of the principal risk factors affecting the Company.

Risks related to resource development

The Cauchari-Olaroz Project and the Lithium Nevada Project may not be developed as planned and the Company may not achieve the intended economic results or commercial viability.

The Company’s business strategy depends in large part on developing the Cauchari-Olaroz Project and the Lithium Nevada Project into one or more commercially viable mines. Whether a mineral deposit will be commercially viable depends on numerous factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly cyclical; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral resources, environmental protection and capital and operating cost requirements. Neither of these projects has entered a development stage, and there can be no assurance that the Company will ever develop either one of these projects. If the Company is unable to develop all or any of its projects into a commercial operating mine, its business and financial condition will be materially adversely affected.

Market prices for key end-use products will greatly affect the value of the Company and the ability of the Company to develop the Cauchari-Olaroz Project and the Lithium Nevada Project.

The ability of the Company to develop the Cauchari-Olaroz Project and the Lithium Nevada Project will be significantly affected by changes in the market price of lithium based end products, such as lithium carbonate. The market price of these commodity-based products fluctuates widely and is affected by numerous factors beyond LAC’s control, including world supply and demand, pricing characteristics for alternate energy sources such as oil and gas, the level of interest rates, the rate of inflation, and the

stability of currency exchange rates. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. In addition, the price of lithium products is determined by their purity and performance. A fluctuation in these product prices may affect the value of the Company and the potential value of its properties.

The Ganfeng and BCP Investment Transactions may not be Completed .

LAC has entered into the Ganfeng Investment Agreement and the BCP Investment Agreement, executory contracts that are contemplated to provide funding to support future development capital costs at the Cauchari-Olaroz Project. The Investment Transactions are not yet complete and there are several conditions that must be met in order for this to occur. In particular, the parties need to settle definitive forms of agreement for the Ganfeng Offtake Entitlement, BCP Offtake Entitlement, Ganfeng Project Debt Facility and BCP Project Debt Facility; and Ganfeng must obtain Chinese government approvals. There is a risk that these conditions will not be met on a timely basis or at all, which would mean that one or both transactions will not be completed. If so, LAC would need to source alternate financing for its share of costs on the Cauchari-Olaroz Project, which could delay the project, be on worse terms or not be available at all.

There are risks associated with co-ownership arrangements.

The Company and SQM share ownership of the Cauchari-Olaroz Project. This arrangement is subject to the risks normally associated with the conduct of co-ownership structures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company and the viability of its interest in Minera, the holding company that owns the Cauchari-Olaroz Project, which could have a material adverse impact on the Company’s business prospects, results of operations and financial condition: (i) disagreements with SQM on how to conduct development and operations; (ii) inability of the parties to meet their obligations under the relevant agreements or to third parties; and (iii) disputes or litigation between the parties regarding budgets, development activities, reporting requirements and other matters.

There is risk to the growth of lithium markets.

The development of lithium operations at the Cauchari-Olaroz Project and the Lithium Nevada Project is almost entirely dependent on the adoption of lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development of the projects, their potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company.

There is a risk that LAC will not obtain required government permits and operations will be limited by government-imposed limitations.

Government regulations relating to mineral rights tenure, permission to disturb areas and the right to operate can adversely affect LAC. The Company may not be able to obtain all necessary licenses and permits that may be required to carry out exploration or mining at the Cauchari-Olaroz Project and the Lithium Nevada Project. Obtaining the necessary governmental permits is a complex, time-consuming and costly process. The duration and success of efforts to obtain permits are contingent upon many variables not within the Company’s control. While LAC holds permits to construct and operate the contemplated Stage 1 of the Cauchari-Olaroz Project at 25,000 TPA, any amendments to this mine plan, and increase in production including a Stage 2 expansion, would need to be approved by regulatory authorities in Argentina. At the Lithium Nevada Project, the permitting process for lithium mining operations is incomplete at this time. There can be no assurance that all necessary approvals and permits

will be obtained and, if obtained, that the costs involved will not exceed the Company’s prior estimates. It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that the Company would not proceed with the development of the Cauchari-Olaroz Project or the Lithium Nevada Project.

As a result of a review conducted in 2015, the U.S. Fish and Wildlife Service recently determined not to list sage-grouse under the Endangered Species Act . However, the BLM finalized a land use plan amendment that helps to conserve greater sage-grouse habitat. The BLM considers the sage-grouse to be a special status species, and has designated the Lithium Nevada Project area as a Priority Habitat Management Area. BLM has also designated the Lithium Nevada Stages 2-5 a Sagebrush Focal Area (“ SFA ”). SFAs are more sensitive areas within a Priority Habitat Management Area. The BLM recently initiated steps to withdraw SFA-designated lands from location and entry under the Mining Act , subject to valid existing rights. An immediate segregation, which lasts up to two years (with an option for a two year extension) until BLM decides whether to make the withdrawal permanent, prohibits the location of any new mining claims in the designated areas.

As a result, LAC anticipates that it will be required by BLM to implement varying stages of mitigation measures for sage-grouse habitat throughout any development of its Lithium Nevada Project. LAC understands that the BLM can impose conditions on access, project design, and periods of use where needed to limit impacts to sage-grouse habitat. LAC further understands that if it files notices of intent to operate or applications for plans of operation for Stages 2-5, BLM may require a validity exam for some or all of the mining claims associated with Stages 2-5. Further, due to the requirement of a validity exam in Stages 2-5 areas, there is a risk that development may be subject to time delays or restrictions or mitigation measures in order to address sage-grouse habitat protection that could compromise the economic viability of future development of the Lithium Nevada Project.

There is technology risk to the development of the Cauchari-Olaroz Project and the Lithium Nevada Project.

To the Company’s knowledge, lithium carbonate has never been commercially produced from a smectite hectorite clay resource. While the Company has conducted extensive testing that has produced high quality lithium carbonate using known industry processes and equipment, the processes contemplated by LAC for production of lithium at the Lithium Nevada Project have not yet been demonstrated at commercial scale and there is a risk that the Company will not be able to do so. With respect to the Cauchari-Olaroz Project, similar to solid rock deposits, production from brine-recovery projects may be less than in situ volume/grade-based estimates. In the case of brine-recovery projects, the primary extractability limitations are related to low permeability zones, from which brine does not readily flow. A possible analogy in solid rock deposits may be high grade zones for which recovery is not economically feasible due to surrounding lower grade materials, therefore actual production from brine-recovery projects may be less than in situ grades or quantities.

The Company may not be able to achieve and manage its expected growth.

The Cauchari-Olaroz Project will likely move to a development stage in the near future, which will require a substantial increase in personnel and business operations. The transition of a mineral project to a development and operating stage, may place a strain on managerial, financial and human resources. The Company’s ability to succeed in these endeavours will depend on a number of factors, including the availability of working capital, existing and emerging competition, the ability to recruit and train additional qualified personnel.

There are political risks associated with the Company’s foreign operations.

The Company’s properties are located in Argentina and the United States, exposing it to the laws governing the mining industry in those countries. Changes, if any, in mining or investment policies or shifts in political attitude in any of the jurisdictions in which the Company operates may adversely affect the Company’s operations or profitability. Regardless of the economic viability of the Company’s interest in the Company’s properties, and despite being beyond the Company’s control, such political changes could have a substantive impact on the Company that may prevent or restrict mining of some or all of any deposits on the Company’s properties.

The Company’s operations in Argentina expose LAC to heightened risks relating to prevailing political and socioeconomic conditions which have historically included, but are not limited to: high rates of inflation; military repression; social and labour unrest; violent crime; extreme fluctuations in currency exchange rates; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, a particular jurisdiction. As an example, in May 2012, the previous government of Argentina re-nationalized YPF , the country’s largest oil and gas company. There can be no assurance that the government of Argentina will not nationalize other businesses operating in the country, including the business of the Company. The Company has not purchased any “political risk” insurance coverage and currently has no plans to do so.

The Company has limited history as an exploration company and does not have any experience in putting a mining project into production.

The Company has never completed a mining development project and does not generate any revenues from production. The future development of properties found to be economically feasible will require the construction and operation of mines, processing plants and related infrastructure and the Company does not have any experience in taking a mining project to production. As a result of these factors, it is difficult to evaluate the Company’s prospects, and the Company’s future success is more uncertain than if it had a more proven history. In addition, the Company is and will continue to be subject to all the risks associated with establishing new mining operations, including: the timing and cost, which can be considerable, of the construction of mining and processing facilities; the availability and cost of skilled labour and mining equipment; the need to obtain necessary environmental and other governmental approvals and permits and the timing of the receipt of those approvals and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to changes in the costs of fuel, power, materials and supplies.

It is common in new mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. In addition, delays in the early stages of mineral production often occur. Accordingly, the Company cannot provide assurance that its activities will result in profitable mining operations at its mineral properties.

Mineral development projects are subject to operational risks.

fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in mineral exploration and exploitation activities.

Changes in government regulations may affect the Company’s development of the Cauchari-Olaroz Project and the Lithium Nevada Project.

Changes to government laws and regulations may affect the development of the Cauchari-Olaroz Project and the Lithium Nevada Project. Such changes could include laws relating to taxation, royalties, the repatriation of profits, restrictions on production, export controls, environmental and ecological compliance, mine safety and numerous other aspects of the business.

Provincial governments of Argentina have considerable authority over exploration and mining in their province and there are Argentinean provinces where the provincial government has taken an anti-mining stance by passing laws to curtail or ban mining in those provinces. The recent annual 2016 survey of mining companies, published by Fraser Institute, lists Jujuy Province as the least favourable mining jurisdiction on its investment attractiveness index. Nevertheless, LAC believes the current provincial government of Jujuy Province, where the Cauchari-Olaroz Project is situated, is supportive of the exploration and mining industry, and the Company and JEMSE, the Jujuy government’s mining Company, have entered into a letter of intent whereby JEMSE will receive an 8.5% equity interest in Minera and is to pay for this interest from dividends from future profits from operations. Nevertheless, such sentiment and situation may change in the future.

Changes to environmental requirements could significantly increase the Company’s costs.

LAC must comply with stringent environmental regulation in carrying out work on the Cauchari-Olaroz Project and the Lithium Nevada Project. Environmental regulations are evolving in a manner that is expected to require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Changes in environmental regulations and associated agency requirements could delay and/or increase the cost of exploration and development of the Cauchari-Olaroz Project and the Lithium Nevada Project.

The Company may not be insured against all risks involved in its business operations.

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions and other environmental occurrences may occur. It is not always possible to fully insure against such risks and, even where such insurance is available the Company may decide to not take out insurance against such risks. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the Company.

The RheoMinerals™ Business operations are subject to risks and hazards, such as fire and explosion. These risks and hazards may be caused by, among other things, the explosive suppression systems and technologies which will be used at the Fernley Facility to remove explosive gases. The Company maintains liability insurance in accordance with industry standards, however the nature of these types of risks is such that liabilities could exceed policy limits and the Company could incur significant costs that could have a material adverse effect on its business, results of operations and financial condition.

There is mineral tenure risk associated with the Lithium Nevada Project.

The Mining Act authorizes the Company to develop and mine the minerals on the claims that form the Lithium Nevada Project which are locatable under the Mining Act. The Mining Act does not explicitly authorize the owner of an unpatented mining claim to sell minerals that are leasable under the Leasing Act, as amended. Leasable minerals include potassium and sodium. The Interior Board of Land Appeals

of the Department of the Interior has held that, under certain circumstances, the owner of an unpatented mining claim has the authority and right to process and sell minerals governed by the Leasing Act, particularly when they are by-products of the processing of minerals which are locatable under the Mining Act. This matter has not yet been definitively determined in respect of the Lithium Nevada Project.

The Company operates in a highly competitive mining industry.

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. It requires significant capital, technical resources, personnel and operational experience to effectively compete in the mining industry. Because of the high costs associated with exploration, the expertise required to analyse a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over LAC. The Company faces strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities than LAC possesses.

The Company also plans to purchase certain supplies and retain the services of various companies in Argentina to meet its future business plans. It may be difficult to find or hire qualified people in the mining industry who are situated in Argentina or to obtain all of the necessary services or expertise in Argentina or to conduct operations on its projects at reasonable rates. If qualified people and services or expertise cannot be obtained in Argentina, the Company may need to seek and obtain those services from people located outside of Argentina which will require work permits and compliance with applicable laws and could result in delays and higher costs to the Company to conduct its operations in Argentina.

As a result of this competition, the Company may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms it considers acceptable.

There is a market acceptance risk associated with the RheoMinerals ™ Business.

The success of the RheoMinerals™ Business will depend upon its current and proposed products meeting acceptable cost and performance criteria in the marketplace. There can be no assurances that the Company’s products will meet applicable price or performance objectives or that unanticipated technical, regulatory or other problems will not occur which would result in increased costs or material delays.

Mineral resources and mineral reserves are only estimates.

The mineral resource and reserves estimates included in this AIF are estimates only. No assurance can be given that any particular level of recovery of minerals will in fact be realized or that identified mineral reserves or mineral resources will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. In addition, the grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. The estimated mineral resources and reserves described in this AIF should not be interpreted as assurances of commercial viability or potential or of the profitability of any future operations. Investors are cautioned not to place undue reliance on these estimates.

In addition, inferred mineral resources are quoted in the Lithium Nevada TR. Inferred mineral resources have a great amount of uncertainty as to their existence, and economic and legal feasibility. Accordingly, there is no assurance that inferred mineral resources will ever be upgraded to a higher category. Investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

Failure to maintain continued operation of the Fernley Facility would negatively impact the Company’s business.

An interruption in or the loss of operations, or the failure to maintain the labour force at the Fernley Facility could delay or postpone production of the RheoMinerals™ products, which could have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, the Fernley Facility is dependent upon critical equipment, such as extruders, dryers, packing, conveyance systems and a quaternary amine dispenser, and this equipment may incur downtime as a result of unanticipated failures, causing plant shutdowns or periods of reduced production as a result of such equipment failures. Unexpected production delays due to injury, delay in receiving spare parts for equipment, interruption due to earthquake, flood or severe weather, delays in supply chain of raw materials, particularly quaternary amine and various clays used in the production process could have a material adverse effect on the Company’s business, results of operations and financial condition. No assurance can be given that a significant shutdown will not occur in the future or that such a shutdown will not have a material adverse effect on the Company’s business, results of operations or financial condition.

RheoMinerals™ products compete with other materials.

The use of RheoMinerals™ products depends in large part on the state of deep well and directional drilling to access deposits of oil and gas. In the case of certain product applications, RheoMinerals™ products compete with a number of other materials such as polymers and other competitors of organoclay. Improvements in the technology, production, pricing or acceptance of these competitive materials relative to RheoMinerals™ or other changes in the industries for these competitive materials could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company relies on third party suppliers for its RheoMinerals™ Business. The Company has taken steps to identify alternative suppliers of raw materials to reduce these risks, but there can be no guarantee that the Company could secure such alternate supply on a timely basis or for similar costs as currently projected. Any material increase in the cost of these minerals, or the inability by the Company to source third party suppliers for the supply of these minerals, could have a material adverse effect on the Company’s business, results of operations and financial condition.

In addition, there is ongoing research and technological developments with respect to the various processes associated with the production of drilling additives and other products for new markets, which have the potential to reduce costs and improve performance. It is possible that certain developments could substantially impair the Company’s competitive position if other companies implement new technology and the Company does not, or cannot.

The Company may face opposition to mining projects.

The Cauchari-Olaroz Project and the Lithium Nevada Project, like many mining projects, may have opponents. Opponents of other mining projects have, in some cases, been successful in bringing public and political pressure against mining projects. In the event there is opposition to Cauchari-Olaroz Project and the Lithium Nevada Project, the Company’s development of such properties may be delayed or prevented even if such development is found to be economically viable and legally permissible.

The Cauchari and Olaroz salt lakes are not subject to reservoir management rules.

There are no unitization or reservoir management rules governing the salt lakes on which the Company’s Cauchari-Olaroz Project is situated or on any of the other salt lakes at which the Company holds mining or exploration permits. Unitization is the joint, coordinated operation of a reservoir by all the owners of rights in the separate tracts overlying the reservoir. Without unitized operation of the reservoir, the “rule of capture” results in competitive drilling, extraction and production with consequent economic and

physical waste, as each separate owner attempts to secure his or her “fair share” of the underground resource by drilling more and pumping faster than its neighbour. As a result, the lack of unitization and reservoir management rules on the salt lakes on which the Company operates may materially adversely affect the Company’s operations and production.

The aboriginal communities located on the Cauchari-Olaroz Project may not honour the current surface access agreements with Minera.

Minera has entered into six agreements for surface access with the aboriginal communities located on the exploitation area of the Cauchari-Olaroz Project. Should any of the aboriginal communities decide not to honour such agreements, Minera would be required to enforce its statutory access rights under the provisions of the Argentinean Mining Code; however this would be a disruptive and potentially costly process. In addition, lack of surface access agreements with local communities could affect the renewal of the EIS.

Business risks

The Company has not yet achieved profitable operations and expects to incur further losses in the development of its business.

The Company’s ability to continue as a going concern is dependent upon the ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company has reported net losses and comprehensive losses for the financial year ending December 31, 2016. The Company’s business does not currently operate on a self-sustaining basis and its ability to continue as a going concern is dependent on raising additional funds.

The Company will require additional funding, potentially diluting the holdings of existing shareholders or increasing financial risk through debt issuance.

The Company has limited financial resources and is subject to significant capital requirements associated with its projects. This risk applies regardless of the completion of its currently contemplated financings. There is no assurance that the Company will be able to obtain sufficient financing in the future on terms acceptable to it. The ability of the Company to arrange additional financing in the future will depend, in part, on prevailing capital market conditions as well as the business performance of the Company. Failure to obtain additional financing on a timely basis may cause the Company to postpone, abandon, reduce or terminate its operations and could have a material adverse effect on the Company’s business, results of operations and financial condition.

A likely source of future financing is the sale of additional Common Shares, which would mean that each existing shareholder would own a smaller percentage of the Common Shares then outstanding. Alternatively, the Company may rely on debt financing and assume debt obligations that require it to make substantial interest and capital payments. Also, the Company may issue or grant warrants or options in the future pursuant to which additional Common Shares may be issued. Exercise of such warrants or options will result in dilution of equity ownership to the Company’s existing shareholders.

The Company may also sell a further interest in the Cauchari-Olaroz Project, or all or a portion of the Lithium Nevada Project or an additional royalty therein, or may also sell an interest in its RheoMinerals™ Business, any of which would mean that each existing shareholder would own a smaller percentage of the Cauchari-Olaroz Project, Lithium Nevada Project, or the RheoMinerals™ Business, respectively.

There is intellectual property risk associated with the Company.

The Company and its subsidiaries rely on the ability to protect their intellectual property rights and depend on patent, trademark and trade secret legislation to protect its proprietary know-how. There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights, or will at all times have access to all intellectual property rights that are required to conduct its business or pursue its strategies, or that the Company will be able to adequately protect itself against any intellectual property infringement claims. There is also no assurance that our competitors will not be able to develop similar technology, processes or know how independently, that the Company’s trade secrets will not be revealed, that the claims allowed with respect to any current or future patents pending, or patents now held, will be broad enough to protect the Company’s intellectual property rights, or that foreign intellectual property laws will adequately protect such rights. Failure of any intellectual property rights to provide protection to the Company could result in its competitors offering similar RheoMinerals™ products or utilizing its lithium extraction process. Any adverse outcome that the Company may experience whilst attempting to obtain, maintain or enforce its intellectual property rights could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company is dependent on the expertise of consultants.

The Company has relied on, and may continue to rely on, consultants and others for mineral exploration and exploitation expertise. The Company believes that those consultants are competent and that they have carried out their work in accordance with internationally recognized industry standards. However, if the work conducted by those consultants is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in developing its properties.

The Company has no history of paying dividends.

LAC has not paid dividends on its Common Shares since incorporation and presently has no ability to generate earnings as its mineral properties are in the exploration stage. If the Lithium Nevada Project or the Cauchari-Olaroz Project are successfully developed, the Company anticipates that it will retain future earnings and other cash resources for the future operation and development of its business. The Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Board of Directors, which will take into account many factors including the Company’s operating results, financial conditions and anticipated cash needs. For these reasons, LAC may never pay dividends.

There is no assurance that the Company will be able to acquire additional mineral properties.

There is no assurance that the Company will be able to acquire other mineral properties of merit, whether by way of option or otherwise, should the Company wish to acquire any properties in addition to the Cauchari-Olaroz Project or the Lithium Nevada Project.

The success of the Company is largely dependent on a few key individuals.

The success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration, development and operating personnel involved. Failure to retain key individuals or to attract, and, if attracted, retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success. The Company has not purchased any “key-man” insurance with respect to any of its directors, officers or key employees and has no current plans to do so.

The Company’s business is affected by fluctuations in currency exchange rates.

Business is transacted by the Company primarily in Canadian, U.S. and Argentinean currencies. Fluctuations in exchange rates may have a significant effect on the cash flows of the Company. The Argentinean peso has been subject to large devaluations and revaluations in the past and may be subject to significant fluctuations in the future. Future changes in exchange rates could materially affect the Company’s results in either a positive or negative direction. The Company’s Lithium Nevada Project and RheoMinerals™ Business are located in Nevada and most of the property related expenditures, exploration and development costs are denominated in U.S. dollars. The Company’s Cauchari-Olaroz Project is located in Argentina where certain costs are denominated in the Argentinean peso and certain costs are denominated in U.S. dollars. Appreciation of U.S. or Argentinean currency compared to Canadian currency could make property expenditures more expensive for the Company. While the Company does not engage in foreign exchange hedging it holds a significant portion of its cash balance in U.S. currency in order to meet its U.S.$ obligations.

Conflicts of interest may arise for certain directors and officers of the Company.

Certain directors and officers of the Company are, or may become, associated with other natural resource companies which may give rise to conflicts of interest. In accordance with the BCBCA, directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company.

The Company does not have any long term contracts and significant customers.

Other than the distribution agreement with Raw Materials Corporation, the Company has not entered into any long term contracts for its RheoMinerals™ products, and therefore, has no assured sources of revenue. While off-take contracts are contemplated as part of the Investment Transactions, there is no assurance they will be completed. These agreements also include purchasing discretion by the off-taker.

The Company’s share price is subject to market volatility.

The market price of a publicly traded stock, especially a resource issuer such as LAC, is affected by many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of markets for resource stocks, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public markets for the stock. Therefore, investors could suffer significant losses if the Company’s Common Shares are depressed or illiquid when an investor seeks liquidity.

There may be difficulties in conducting business in Argentina through a foreign subsidiary.

The Company conducts its business in Argentina through its Argentinean subsidiary, Minera. Any limitation on the transfer of cash or other assets between the Company and the Argentinean subsidiary or the perception that such limitation may exist now or in the future, could have an adverse impact on the Company’s valuation and the price of its Common Shares.

The Company may face cybersecurity risks and threats

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. It is possible that the business, financial and other systems of the Company or the companies in which it has invested could be compromised, which might not be noticed for some period of time. Risks associated with these threats include, among other things, loss of intellectual property, disruption of business operations and safety procedures, loss or damage to worksite data delivery systems, and increased costs to prevent, respond to or mitigate cybersecurity events.

The Cauchari-Olaroz Project

The scientific and technical information set out below regarding the “ Cauchari-Olaroz Project ” is derived from the Cauchari FS which was prepared by: Daron Abbey, M.Sc., P.Geo., Roger Kelley, Chem. Eng., and Mark King, Ph.D, P.Geo., all of whom were independent QP’s at the time of preparation for the purposes of NI 43-101. A copy of the Cauchari FS is available on the Company’s website at www.lithiumamericas.com and SEDAR at www.sedar.com .

The Cauchari-Olaroz Project is a lithium brine mineral project located in Jujuy Province, Argentina. The Cauchari-Olaroz Project is operated through the Company’s 50% held subsidiary, Minera. SQM owns the other 50%.

Los Boros Option Agreement

On March 28, 2016, Minera entered into a purchase option agreement (“Los Boros Option Agreement”) with Los Boros for the transfer of title to Minera of certain mining properties that comprised a portion of the Cauchari-Olaroz Project. Under the terms of the Los Boros Option Agreement, Minera paid US$100,000 upon signing and has a right to exercise the purchase option at any time within 30 months for the total consideration of US$12,000,000 to be paid in sixty quarterly instalments of US$200,000. The first installment becomes due upon occurrence of one of the following two conditions, whichever comes first: third year of the purchase option exercise date or the beginning of commercial exploitation with a minimum production of 20,000 tonnes of LCE. As a security for the transfer of title for the mining properties under the Los Boros Option Agreement, Los Boros granted to Minera a mortgage for US$12,000,000.

If Minera exercises the purchase option, the following payments and royalties will have to be paid to Los Boros:

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US$300,000 within 10 days of the commercial plant construction start date; and

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3% net profit interest for 40 years, payable in pesos, annually within the 10 business days after calendar year end.

The Cauchari Joint Venture can cancel the first 20 years of net profit interest in exchange for a one-time payment of US$7,000,000 and the next 20 years for additional US$7,000,000.

JEMSE LOI

In October 2012, Minera entered into a letter of intent with JEMSE, whereby JEMSE may acquire an 8.5% equity interest in the Cauchari-Olaroz Project in consideration for $1 and providing management services as required to develop the project. These management services include liaison with the national customs authorities, with the governing bodies of the province of Jujuy and the municipality of Susques, with the authorities of Argentina’s Central Bank to facilitate the import and export of currency, and sourcing local service and other providers for project-related matters. JEMSE would only acquire this equity position upon completion of project financing for the Cauchari-Olaroz Project.

JEMSE would be required to cover its pro rata share of financing requirements for the construction of the Cauchari-Olaroz Project. These funds would be loaned to JEMSE by the other shareholders of Minera and would be repayable out of one-third of the dividends to be received by JEMSE from Minera over future years of the Cauchari-Olaroz Project. A definitive agreement with JEMSE is to be negotiated once project financing is obtained.

Property Description, Location and Access

LAC acquired its interest in the Cauchari-Olaroz Project, through its Argentinean subsidiary Minera, through direct staking or entering into exploration contracts with third party property owners. The claims are contiguous and cover most of the Cauchari Salar and the eastern portion of the Olaroz Salar. The area that contains the resource and reserve estimate is covered by mining concessions which grant the holder a perpetual mining right subject to the payment of a fee and an agreed upon investment.

The surface rights of the area subject to exploitation are owned by local aboriginal communities. LAC signed contracts with each aboriginal community to have the right to develop the mine and for surface use, water use, transit, and building ponds and facilities. LAC also agreed to support local communities through a number of infrastructure and education programs.

History

Historically, Rio Tinto has mined borates on the western side of Cauchari, at Yacimiento de Borato El Porvenir. Grupo Minero Los Boros S.A. mines a few thousand TPA of ulexite on the east side of the Olaroz Salar. No other mining activity (including lithium production) has been recorded at the properties comprising the Cauchari-Olaroz Project. LAC acquired mining and exploration permits across the Cauchari and Olaroz Salars during 2009 and 2010 and initiated lithium exploration activities over these claims during 2009.

Geological Setting, Mineralization and Deposit Types

Geology

Mineralization

Deposit Type

The Cauchari and Olaroz Salars are classified as “Silver Peak, Nevada” type terrigenous salars. Silver Peak, Nevada in the USA was the first lithium-bearing brine deposit in the world to be exploited. These deposits are characterized by restricted basins within deep structural depressions in-filled with sediments differentiated as inter-bedded units of clays, salt (halite), sands and gravels. In the Cauchari and Olaroz Salars, a lithium-bearing aquifer has developed during arid climatic periods. On the surface, the salars are presently covered by carbonate, borax, sulphate, clay and sodium chloride facies. Cauchari and Olaroz have relatively high sulphate contents and therefore both salars can be further classified as “sulphate type brine deposits”.

Exploration

Other than drilling, the exploration programs conducted on the Cauchari-Olaroz Project area included the following:

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Seismic Geophysical Program – Seismic surveying was conducted to support delineation of basin geometry, mapping of basin-fill sequences, and siting borehole locations.

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Time Domain Electromagnetic (TEM) Survey – TEM surveying was conducted to attempt to define fresh water and brine interfaces within the salar. The TEM survey results indicate that the method can be used to determine resistivity contrasts within the salar.

•

Vertical Electrical Sounding (VES) Survey – A VES survey was conducted to attempt to identify fresh water and brine interfaces, and extensive fresh water occurrences. The VES results enabled the differential of the five zones on the Archibarca Fan and salar perimeter locations. The VES results are also useful for general delineation of the fresh water/brine interface on the salar boundary.

•

Numerical Modelling – A detailed numerical evaluation of existing natural brine conditions and

predicted responses to long term brine pumping was conducted to support the reserve estimate on the property.

Drilling

Reverse Circulation (RC) Borehole Drilling

Diamond Drilling (DD) Borehole Program

Sampling, Analysis and Data Verification

Sampling Method

During RC drilling, rock chips and brine were directed from the drill cyclone into a plastic bag, over a one m interval. After the field measurements were taken, the brine sample was split into three, one-litre, clean plastic sample bottles. Two samples were mixed to form one sample, which was shipped to ASA. During diamond drilling PQ or HQ diameter cores were collected through a triple tube sampler. The cores were taken directly from the triple tube and placed in wooden core boxes for geologic logging, sample collection, and storage. Undisturbed samples were shipped to D.B. Stephens & Associates Laboratory in the USA for analysis of geotechnical parameters. Brine sampling was conducted in selected DD program borehole locations. A two-valve low-flow pump was used to extract brine samples from the subsurface. After analysis of field and filed laboratory parameters, brine samples were split into three, one-litre, clean, plastic sample bottles. Two samples were mixed to form one sample, which was shipped to ASA.

Security

Samples were taken daily from the drill sites and stored at the Susques field office of LAC. All brine samples were stored inside a locked office, and all drill cores were stored inside a locked warehouse adjacent to the office. Brine samples were picked up from the Susques field office by the analytical laboratory every Friday and transported to Mendoza in a laboratory truck. Solid samples were periodically driven to Jujuy approximately three hours from the site. In Jujuy, solid samples were delivered to a courier for immediate shipment to the appropriate analytical laboratory.

Assaying and analytical procedure

Laboratory measurements were conducted to total dissolved solids, density and pH. D.B. Stephens and Associates Laboratory carried out selected geotechnical analyses on undisturbed samples from the geologic cores. Specific gravity was conducted for four formation samples as well as the relative brine release capacity method which is used to predict the volume of solution that can readily be extracted from an unstressed geologic sample.

Quality Assurance and Quality Control

Brine samples were bottled directly from the pumping test weirs and assayed at ASA, with some confirmatory assays done at Acme Santiago and the University of Antofagasta. LAC has been running a quality control program to monitor the quality of assays from ASA, which includes the insertion of a field blank, a field duplicate, and one of two remaining standards that appear to be relatively stable. These data were compiled by LAC staff and then sent to Smee and Associates Consulting Ltd. for confirmation of the accuracy and precision of the analysis.

Data verification

The QP’s responsible for the preparation of the Cauchari FS, conducted the following forms of data verification: visits to the Cauchari-Olaroz Project site and LAC corporate office; review of LAC sampling procedures, although it is noted that actual brine sampling was not viewed due to the nature of the geologic units encountered by the RC drill at the time of the site visits; inspection of original laboratory results forms for the LAC brine dataset; inspection of electronic copies of the LAC brine dataset and comparison with corresponding stratigraphic logs; review and inspection of LAC field and laboratory QA/QC results; review of publicly available information from an adjacent exploration property in Olaroz Salar; inspection of borehole logs; inspection of the Cauchari-Olaroz Project database; review of all data handling methods and procedures; inspection of original laboratory results forms for the LAC brine dataset and the Cauchari-Olaroz Project database. One brine sample was taken from PB-04 by the QP during a site visit in 2017 and analyzed at AGAT Laboratories in Mississauga.

Mineral Processing and Metallurgical Testing

Development of the Salar de Cauchari brine process proceeded at qualified laboratories and pilot facilities located at the Cauchari-Olaroz Project. The Cauchari FS does not take into consideration the potential impact of POSCO’s proprietary mineral processing technology used at the demonstration plant.

In late 2010 and early 2011, Universidad de Antofagasta (Chile) determined the brine evaporation sequence. Tests conducted on a straight, CaO-treated, and CaCl2-treated brine led to the conclusion to treat brine with CaO to reduce Mg and Sulfate levels.

Evaporation pan testing at the Salar De Cauchari pilot facility provided additional data utilized in mathematical and thermodynamic models.

Optimization testing of the Mg-liming process in Minera’s laboratory enhanced the accuracy of lime consumption, solids settling rate, and brine purity assumptions.

In the Lithium carbonate pilot plant, final polishing of manganese, calcium and sulfate was tested. Lithium carbonate yields higher than 85% were obtained from purified brine. Carbonation temperature and reagent dose optimization testing was also performed.

Sylvite flotation tests conducted at the Saskatchewan Research Counsel, Mining and Minerals division, established a process for the recovery of potash for commercial grade fertilizer.

2012 Feasibility Study and Mine Plan

In 2012, Former LAC completed an initial reserve estimate and mine plan as part of the filed Cauchari FS. The results concluded that the Cauchari-Olaroz Project has proven and probable reserves sufficient to operate at a production rate of up to 40,000 TPA of lithium carbonate and up to 80,000 TPA of potash for 40 years, which would include an initial five year ramp-up period. The reserve and resource estimate is summarized in the tables below for both lithium and potassium. The reserve and resource estimates are expressed relative to a lithium grade cut-off of ³ 354 mg/L, which was identified as a brine processing constraint. The effective date of the estimates was July 11, 2012.

Lithium Reserve and Resource Summary


Description	mg/L		Lithium (tonnes)		Lithium Carbonate (tonnes)		Brine (m³)
Proven Reserves		679		37,000		197,000		5.50 x 10	⁷
Probable Reserves		665		477,000		2,517,000		7.16 x 10	⁸
Updated Measured Resource		630		576,000		3,039,000		9.14 x 10	⁸
Updated Indicated Resource		570		1,650,000		8,713,000		2.89 x 10	⁹
Potassium Reserve and Resource Summary
Description	mg/L		Potassium (tonnes)		Potash (tonnes)		Brine (m³)
Proven Reserves		5,483		302,000		576,000		5.50 x 10	⁷
Probable Reserves		5,395		3,863,000		7,378,000		7.16 x 10	⁸
Updated Measured Resource		5,156		4,714,000		9,003,000		9.14 x 10	⁸
Updated Indicated Resource		4,753		13,755,000		26,271,000		2.89 x 10	⁹

Further information about the 2012 feasibility study and mine plan results can be found in the Summary Section of the Cauchari FS (Section 1). This section includes information about: (i) key assumptions, parameters and methods used for the resource and reserve estimates; (ii) factors that may affect the calculations for the resources and reserves; (iii) a description of mining operations; (iv) a description of processing and recovery operations; (v) capital and operating costs; and (vi) economic analysis.

Upon disclosure of the updated feasibility study, as discussed below, the results of the 2012 feasibility study and mine plan will no longer be current.

Updated Feasibility Study

An updated feasibility study on the Cauchari-Olaroz Project (“Stage 1 DFS”), covering an initial 25,000 TPA of lithium carbonate production capacity (“Stage 1”) is substantially complete and the Company anticipates being ready to disclose the full results of that study shortly following the filing of this AIF. LAC has confirmed that the feasibility study for Stage 1 will include the following:

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The project capital cost estimate for the construction of Stage 1 is expected to be approximately US$425million before value-added and other applicable taxes;

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The operating cost estimate will be at the low end of the cost curve compared to producing lithium operations;

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A solar evaporation application for brine pre-concentration, lime treatment of pre-concentrate brine for magnesium chloride precipitation, and additional precipitation/solar evaporation ponds to concentrate the feed to process plant;

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The lithium carbonate plant including impurities removal stages to produce battery grade lithium carbonate;

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No facilities for production of potassium chloride in consideration of low market price of this product;

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The parties expect to be in a position to commence construction in the first half of 2017;

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The construction schedule is estimated at two years, and the production ramp up includes 2 years to reach full production due to brine conditioning requirements; and

•

During the construction period, Minera’s direct employment in the province of Jujuy is estimated to be at least 800 people; once in operation, Minera is expected to employ approximately 300 people in permanent positions.

Lithium Americas will be responsible for contributing 50% of capital expenditures for development of the project, amounting to approximately US$212.5 million based on the Stage 1 DFS, before taxes and working capital.

Future Development Studies

Minera is pursuing a development plan at the Cauchari-Olaroz Project that targets 50,000 TPA of lithium carbonate production capacity in two stages, with each stage consisting of 25,000 TPA of lithium carbonate. Following release of the Stage 1 feasibility study, which covers the initial stage of this overall development plan, LAC contemplates working with SQM to prepare a study that covers the full development plan. Many aspects of the development for Stage 1 have been designed to permit scalability to a larger 50,000 TPA production rate.

The Lithium Nevada Project

The scientific and technical information set out below regarding the “ Lithium Nevada Project ” is derived from the Lithium Nevada TR which was prepared by: Mario Rossi, FAusIMM, and Timothy J. Carew, P. Geo., each of whom were independent QP’s at the time of preparation for the purposes of NI 43-101. A copy of the Lithium Nevada TR is available on the Company’s website at www.lithiumamericas.com and SEDAR at www.sedar.com .

The Lithium Nevada Project is a phyllosilicate clay-based lithium project and has been the subject of extensive exploration and development work. The Company is currently advancing permitting and process engineering for this project.

In 2016, the Company completed the most recent pilot plant program at its demonstration plant in Germany. This work has increased the Company’s understanding of the processing and engineering requirements for the production of lithium products from the Lithium Nevada Project. Considering the recent results, the Company has determined that additional specific engineering work will be required to optimize the front end of the process to produce lithium hydroxide monohydrate on a commercial scale.

In addition, the Company has become aware of recent technological advancements in producing lithium compounds from brines, and believes these innovative and sustainable technologies warrant further review for potential incorporation into the Nevada processing plant design. As a result of these additional reviews, the Company determined that its pre-feasibility study completed in March 2012 was no longer current, and on June 22, 2016, the Company completed the Lithium Nevada TR disclosing only mineral resource estimates on the property.

Property Description and Location

The Lithium Nevada Project comprises an area of approximately 15,233 hectares within Humboldt County, Nevada, that is approximately 100 km north-northwest of Winnemucca and 40 km west-northwest of Orovada, Nevada. Situated in a remote section of northern Nevada, the Lithium Nevada Project consists primarily of sparsely populated ranch land within, and surrounded by, BLM lands on the northwest, western and southern sections of the McDermitt caldera. LAC holds the unpatented mining claims (the “claims”) indirectly through Lithium Nevada and KV.

In connection with the Royalty Purchase Agreement, as amended by the Royalty Amending Agreement, Orion holds a royalty on all production from the prospective mine, which entitles them to receive an 8% royalty payable until royalties in an amount equal to the aggregate purchase price of US$22 million have been paid, after which time the royalty will decrease to 4.0%, subject to the Company’s right to reduce the royalty rate to 1.75% at anytime on payment to Orion of US$22 million.

Additional royalties exist over: (i) the U 17-20 Claims, consisting of a net smelter return royalty of 1.5% on production from the U 17-20 Claims, that provides for an advance payment of US$1,785 annually; and (ii)the U 21-22, 24, 44, Uravada 23, 25-30, 46-56 (even), and 61-69, consisting of a net smelter return royalty of 3.0% that provides for an advance payment of US$50,000 annually, in each case advanced payments will be credited against royalty payments otherwise payable. These claims do not cover the Stage 1 Lens or Stage 2 Lens, and are not the focus of the Company’s current activities.

The Company holds a current exploration permit in good standing, and has done so in each year since 2006, and also holds all necessary federal and state permits and approvals to conduct exploration activities at the Stage 1 Lens.

A PoO was submitted to the BLM in May 2008 for an extensive drilling and trenching exploration program to further delineate the resources of the Stage 1 Lens. That action included preparation of an environmental assessment. A revision to the PoO was filed in November 2009 and approved in January 2010.

The BLM and Nevada authorities approved a PoO and environmental impact Statement, and granted authorization for the Company to develop and extract lithium bearing clay from a 110-acre area of the Stage 1 Lens. With all required environmental permits successfully obtained, hectorite clay can now be selectively extracted from two open pits at the Lithium Nevada Project for use as feedstock for the RheoMinerals™ Business.

No environmental liabilities are known to exist at the Lithium Nevada Project, other than an accrued decommissioning obligation of approximately US$170,000.

Summary of Mineral Title Regime

The underlying title to the Lithium Nevada Project is held through a series of claims. LAC holds its interests in the claims indirectly through wholly-owned subsidiaries. A mining claim provides the holder with the rights to all locatable minerals on the relevant property, which includes lithium; however, this interest remains subject to the paramount title of the federal government who maintains fee simple title on the land.

The holder of claim maintains an entitlement to the claim, provided it meets the obligations for claims as required by the Mining Act. At this time, the principal obligation imposed on the holders of claims is to pay an annual fee, which represents payment in lieu of assessment work required under the Mining Act. The annual fee of US$155.00 per claim is payable to the BLM in addition to a fee of US$12.00 per claim paid to the county recorder of the relevant county in Nevada (or, in a small number of cases, Oregon) where the claim is located. Claim holders record annually an affidavit of payment of the fees and notice of intent to hold.

A claim does not, on its own, give the holder the right to extract and sell locatable minerals, as there are numerous other regulatory approvals and permits required as part of this process. In Nevada, such approvals and permits include approval of a plan of operations by the BLM and environmental approvals. The Mining Act also does not explicitly authorize the owner of claim to sell minerals that are leasable under the Leasing Act, which includes potassium and sodium. The BLM is vested with a great deal of discretion in the management of the right to sell minerals governed by the Leasing Act, particularly where they represent a potential by-product to an economically viable mineral deposit governed by the Mining Act. LAC has initiated discussions with BLM to determine what, if any, contractual or regulatory approvals will be required to sell upgraded potassium sulfate and sodium sulfate as by-products to lithium production and to confirm LAC’s priority to such approvals, but the matter has not been determined. See “ Describe the Business – Risk Factors ” for further details.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the Lithium Nevada Project is via a paved highway until approximately 70 km north from Winnemucca to Orovada and then heading west-northwest for 33 km on a paved highway toward Thacker Pass to the project area. On-site access is via numerous gravel and dirt roads. Roads are all season and in generally good repair, but may be closed for short periods due to extreme weather in the winter. The nearest railroad access is in Winnemucca. Elko, 264 km east of Winnemucca, and Reno, 264 km southwest of Winnemucca (both on U.S. Highway 80), offer commercial air service.

Northern Nevada has a high desert climate with cold winters (average minimum -3°C in January) and hot summers (up to 35-40°C). Snow is expected from October to May, although it typically melts quickly. Nearby mining operations operate continuously throughout the winter. Elevations in the Stage 1 Lens area are 1,434 m to 1,624 m and in the Stage 2 Lens are 1,524 m to 2,150 m. Vegetation consists of sagebrush and grasslands at all elevations

Due to the large-scale gold mining industry in the Winnemucca area, local resources include all of the amenities required for large-scale mining. There are several gold and copper mines in the area, providing an experienced work force and adequate support for mining operations. Most of the workers for any future mining operations would likely need to be sourced in Winnemucca because of the sparse population in the project area.

There is currently a 115 kilovolt power line that passes through the project area. Water is available in the region and water rights have been obtained and can be sourced from the adjacent Quinn River Valley which is in the same watershed basin as the project site. An independent groundwater study has been completed by Schlumberger Water Services. There is sufficient space within the project area to accommodate the processing plant and mine support facilities, overburden placement site, anticipated dry tailings storage facility, the limited wet tailings storage facility, water diversions, and containments.

History

The claims constituting the Lithium Nevada Project were previously held by Chevron, which began exploration for uranium in the McDermitt Caldera area in 1975. Early in Chevron’s program the USGS alerted Chevron to the presence of anomalous concentrations of lithium associated with the caldera.

Chevron’s activities continued into 1978 and 1979 with a drilling program that evaluated the thickness of the clays, obtained samples of the clay for engineering analysis, and further investigated the lithium resource potential. From 1980 to 1987, Chevron continued to drill holes on lithium targets and conducted extensive metallurgical testing of the hectorite deposits to determine amenability of the deposits to extraction of lithium.

Chevron leased many of the claims that comprise the Lithium Nevada Project to J.M. Huber Corporation in 1986. In 1991, Chevron sold its interest in the claims to Cyprus. In 1992, J.M. Huber Corporation terminated the lease and it appears that Cyprus allowed the claims to lapse and provided much of the exploration data to Jim LaBret, one of the claim owners from which they had leased claims.

WEDC leased Mr. LaBret’s claims in 2005, at which time he provided WEDC access to the Chevron data and to core and other samples that were available. WEDC also staked 1,643 federal lode claims covering the area that was prospective for lithium, but subsequently dropped 320 of them. WEDC then compiled the Chevron exploration data and commenced preliminary marketing studies.

On December 20, 2007, Lithium Nevada entered into a lease with WEDC. Lithium Nevada conducted a drill program on Stage 1 Lens from late 2007 to May 2008 and completed an initial resource estimate on the property. This was followed by metallurgical testing and completion of a preliminary assessment on the Stage 1 Lens that was disclosed in the Stage 1 PAEE in January 2010.

On March 11, 2011, the Company acquired title to the claims constituting substantially all of the Lithium Nevada Project pursuant to the Purchase and Sale Agreement. See “ Describe the Business – Lithium Nevada Project – Summary of Mineral Title Regime ”.

On December 14, 2011, the Company announced the results of the 2012 PFS. Two scenarios were evaluated: A startup scenario based on mining and processing ore at a design throughput rate of 2,100 tonnes per day (13,000 TPA lithium carbonate), and a full production scenario to double production four years after startup (26,000 TPA lithium carbonate). The 2012 PFS demonstrated that the Lithium Nevada Project could produce lithium carbonate at an estimated average cash cost, net of by-product credits, of US$968 per tonne once full production of 26,000 TPA lithium carbonate is achieved. Initial startup capital, including contingency is expected to be approximately US$248 million. Incremental development capital to double lithium carbonate production to 26,000 TPA was estimated at approximately US$161 million. Sustaining capital of US$40 million including contingency, is primarily composed of surface mine equipment, expansions of dry stack tailings and surface water management and mine closure.

Geological Setting

The Lithium Nevada Project is located in the McDermitt Caldera, a well-preserved Miocene collapse structure in north-western Nevada and southern Oregon. Because of the good exposures and preservation of the caldera complex, the area has been the focus of significant research activity over several decades by the USGS.

Volcanic activity began approximately 27 million years ago with eruption of interlayered basaltic, andesitic, and dacitic flows and tuffs. The volcanic units were deposited on a basement of Cretaceous granitic rocks with significant topographical relief. Explosive rhyolitic volcanism began approximately 18.7 million years ago and resulted in formation of a number of extensive ignimbrites (ash flow tuffs) and resultant nested calderas. The rhyolites of the McDermitt Caldera are anomalous in lithium and mercury and slightly anomalous in uranium when compared to average rhyolite. Lithium reaches 300 ppm in both ignimbrites and glassy tuffs, approximately six times greater than average rhyolite. Volcanic activity concluded by resurgence of the central part of the caldera, intrusion of rhyolite into the ring fracture zones around the caldera, and formation of a “moat” between the topographic wall of the caldera and resurgent dome in the center of the caldera. This moat then filled with volcaniclastic sedimentary rocks in a lacustrine environment. Hydrothermal alteration of the volcaniclastic sedimentary rocks or other

processes produced hectorite and possibly other lithium-bearing minerals within the moat-filling sediments.

Chemical analysis of the unit showed that it is peralkaline rhyolite. Between 18 and 15.8 million years ago, four additional large-volume ignimbrites formed by eruptions. Most were peralkaline rhyolites with a total thickness of approximately 560 m. Each of these ignimbrite eruptions caused caldera collapse which formed a complex of nested calderas. The best-preserved caldera is in the extreme southern part of the complex and is informally known as the Calavera caldera which is nearly circular and approximately 18 km across.

Within the local geology are the five clay-based lenses that form the Lithium Nevada Project. The important rock type is a lithium-rich claystone that may be the product of intense hydrothermal alteration of volcaniclastic rocks or the product of clay formation in the bottom of an alkaline lake. The general continuity and geometry of the deposits has been defined by drilling in all five areas on about 500 m centers. Drilling at the Stage 1 Lens has confirmed continuity of the mineralization to as close as 60 m.

The Stage 1 Lens is the southernmost and smallest of the mineralized lenses in the area. The lens is composed of an approximately 3 to 5 m thick layer of alluvium underlain by lithium enriched interbedded claystones, ash-rich clays and ash layers up to 60 to 90 m thick in the northwest and southwest ends of the project area. These claystone-ash layers thin in the middle of the proposed pit coinciding with faulting and a predominance of brown-black basalts. Shallow interbedded basalts occur in the northwest end of the pit and are found deeper in the southeast end. The lithium-rich beds with higher lithium concentrations (>4,000 ppm) are generally found deeper in the deposit (below 30 m). The base deposit varies across the project area averaging between 68 to 90 m and is marked by an obvious transition to an oxidized silicified claystone and ash layer.

The Stage 2 Lens mineralized beds are comprised mainly of a dark green claystone, at times intercalated with arkose beds and, in the North-East region of the modelled area, a conglomerate body. Lithium-rich beds are generally 10 to 60 m thick in most areas. LAC’s drilling shows that the average thickness of lithium mineralization is thicker than that indicated by Chevron data, because, as was the case in the Stage 1 Lens, some of the Chevron holes stopped in mineralization.

Lithium Mineralization

The primary minerals of interest are lithium-rich smectite and illite clays. The lithium grade in the clays show a correlation with depth, typically peaking in grade between 45 and 65 m depth. The depth and grade also correlates well with the gradual transformation of clays from smectite to illite facies. This clay transformation process is a result of hydrothermal alteration of the deposit. Other elements, such as potassium, rubidium and fluorine have statistical correlations with the lithium grade (Castor, 2011). Mineralogically, clays associated with analcime-potassium feldspar contains the highest concentrations of lithium. In the McDermitt Caldera, an analcime-potassium feldspar zone occurs along the western edge. Here clay beds are 30 or more m thick and contain as much as 0.65% lithium. This area hosts the Lithium Nevada Project. The multiple lithium-bearing clay beds in this area are reasonably well indurated and uniformly light to dark green. The Stage 1 Lens is the southernmost lens, in the area of interest.

Exploration drilling by the Company in the Stage 1 Lens has resulted in identifying clay-rich sequences with lithium concentrations exceeding those in previous studies. The overall weighted average concentration for clays and clay/ashes is roughly 0.25% in the project area. However, if only clay, clay/ash and ash intervals exhibiting 0.4% or more are considered, then the average concentration is between 0.5% and 0.6% for clay intervals and 0.4% and 0.5% for ash and clay/ash intervals.

At the Stage 2 Lens, mineralization is continuous over significant areas and appears to be thicker than other areas based on recent drilling, with most of the modeled area hosting 50 m or more of lithium mineralization above 1,000 ppm. The average grade for intercepts greater than 1,000 ppm is about 2,565

ppm with maximum grades in excess of 4,000 ppm lithium. Three to seven m of alluvium cover much of the deposit.

Exploration

Exploration on the Lithium Nevada Project has focused on geological mapping to delineate the limits of the moat volcanoclastic sedimentary rocks and drilling to determine the grade and location of mineralization. Much of the area has been covered by airborne gamma ray spectrometry, but those data are not pertinent to exploration for lithium. Initial exploration in the region began with a focus on uranium, but switched primarily to lithium in the late 1980s when Chevron still controlled the mining interests. There is no record of other exploration in the project area.

Claim surveying was performed by third party consultants using theodolites and laser-source electronic distance m to survey the claims. LAC used a Trimble differential GPS to survey collar locations.

In addition to drilling, the Company developed two test pits on the Stage 1 Lens in January 2010 to obtain large bulk samples for metallurgical test work. A total of 15 samples were collected for assay. Intervals were selected to make a composite which would approximate the ore body. These composites were shipped to the Outotec GmbH facility in Germany for test work.

The topographic surface of the project area was mapped by aerial photography at 0.35 m resolution in 2010 using third party consultants. This information was obtained by MXS, Inc. for LAC. The flyover resolution was 0.35 m. Ground control and field surveys of drill hole collars, spot-heights and ground-truthing were obtained using Trimble equipment.

In August 2013, the Company announced that it had completed the excavation of a bulk sampling site to produce and test its RheoMinerals™ organoclay products at its Fernley Facility. The target clay lens was encountered, as expected, at a depth of approximately 3 m below an alluvial surface layer comprised primarily of silt, sand and gravel. The clay lens measured approximately 2 to 3 m in thickness and was continuous across the approximate 25 by 30 m area of excavation. The viscosity gel results (overnight Fann test) indicated good gelling characteristics in order to meet American Petroleum Institute guidelines. The clay was of high purity and amenable to producing an organoclay using a dry processing method.

Drilling

LAC drilled 51 core holes on the project area between 2007 and 2009 to expand on Chevron’s drilling work. These holes were drilled with the primary aim of defining lithium occurrences in and the geology of the deposit. LAC drilled 37 core holes for assay and lithologic information and five RC holes to compare drilling techniques. The RC method produced biased assay results in the Stage 2 Lens area so the method was abandoned. Seven PQ-sized holes were drilled to support metallurgical test work. Two sonic holes were drilled to test the drilling procedure.

LAC conducted another drill campaign at the Stage 1 Lens in January 2010, drilling an additional 161 holes to support resource estimation. The drill hole spacing was prescribed by the geostatistical methods which included variography to determine optimal spacing for inclusion in inferred, indicated and measured categories. The geologic model included a total of 197 holes and a total length of approximately 18,500 m, Chevron drill holes were excluded from the model. All drill holes included in the resource estimate were drilled essentially vertically (88.8 to 90 degrees) with the exception of one hole, which was drilled at 70 degrees. All mineralization thicknesses recorded in boreholes are treated as true thicknesses.

A total of 38 additional HQ (63.5 millimeter) diameter core holes were drilled by LAC in the Stage 2 Lens area during 2009, and two of the Chevron core holes were re-analyzed by LAC, showing grades for all four elements of interest, lithium, potassium, sodium and fluorine.

LAC also analysed drill core from Chevron, although data from these holes was not included in the geological model used for resource estimation.

Sampling, Analysis and Data Verification

Drilled core was brought to the core shed from the field; the boxes of core were logged, photographed, cut and sampled by Company employees and consultants. The length of the assay samples was determined by the geologist by lithology and averaged 1.46 m. The core was cut in half with diamond blade saws and the right half bagged for sampling. For duplicate samples, one half of the core is cut in half again and the two halves are bagged and sampled separately to test sampling and assay precision. Each sample was assigned a unique identification number to ensure security and anonymity. Randomly inserted in the sample stream were QA/QC samples, which represent 11% of the total assays. The QA/QC samples include blanks to test for contamination, high and low grade lithium standards to test for accuracy and duplicates to test for precision.

Drilled core samples from the Stage 1 Lens drill program were primarily sent to ALS of Reno, Nevada. The samples were picked up by ALS in trucks that arrive from Winnemucca or are delivered to ALS by LAC employees. At ALS, the samples were dried at a maximum temperature of 60 degrees Celsius and the entire sample was then crushed with a jaw crusher to 90% passing a ten-mesh screen. Nominal 250 gram splits were taken for each sample using a rifle splitter. This split is pulverized using a ring mill to 90% passing a 150-mesh screen.

ALS’ analysis included four-acid digestion and inductively coupled atomic emission plasma spectroscopy to ensure that elevated metal concentrations were not present which would interfere with inductively coupled plasma mass spectroscopy analyses.

Approximately 6% of the QA/QC samples did not conform to the established criteria. The Company re-assayed the highest 16 lithium values for drill holes LAC-01 through LAC-37 and LAC-40 through LAC-200. Following this re-testing, it was concluded that the overall deposit estimates may be lower by at most 2-3%, which is considered within industry standards.

The QP who conducted the review of the Stage 1 sampling program recommended changes be adopted for future drilling programs, including check coarse duplicates (after first crush, usually 10 mesh material); sending pulp and coarse duplicates to a second laboratory; adding a standard in the 1,500 to 2,500 ppm Li range (to ensure adequate accuracy around the presumed economic cut-off grades); and adding a potassium standard (obtained from the Stage 1 Lens area). The QP also recommended that the protocols and procedures for QA/QC be compiled and made part of an overall QA/QC document for the project, to include field sampling practices, sample preparation and assaying protocols, laboratory QA/QC and database validation.

Sampling of drill core from the Stage 2 Lens was substantially similar to the process used in the Stage 1 Lens.

The Company did not employ significant security measures on its samples, apart from restricting handling to employees and designated consultants before delivering to ALS, because a significant amount of lithium would need to be inserted to have an effect on results and this was deemed unlikely. Likewise, the bulk nature of the commodities under analysis meant the risk of theft was very low. Nevertheless, the QP recommend that all future sampling programs employ an expanded sample security protocol that includes formal chain of custody documentation. The security procedures should form part of a larger QA/QC program to ensure consistent practices along the entire sequence of processes, from the field to the building of the electronic database.

For resource estimation purposes the QP compiled an assay and lithological database from assay compilations and summary geological logs supplied by LAC, in spreadsheet format. LAC maintains a

tracking chart (Excel spreadsheets) that is used to match analytical data from ALS (provided electronically in the form of both Excel spreadsheets, and secured PDF assay certificates) to the intervals logged by the geologists, and referenced to duplicate sample tags (Sample ID) stapled into the core boxes. LAC also maintains a master chart to track and manage QA-QC samples, the data provided to the QP was excerpted from this database. The QP obtained the certified assay certificates for a sample of 10% of the assay intervals, chosen at random, for comparison with the assay data imported into the resource database. No discrepancies were noted in this comparison exercise. Only a relatively small number of inconsistencies in intervals in the import and data validation process were detected, which were well below 1% of the total intervals and were corrected with LAC.

Mineral Processing and Metallurgical Testing

LAC has continued process development, including bench and pilot size programs for major unit operations, and verification for lithium extraction from the Lithium Nevada clay deposits and advanced the previous work reported in the PAEE. The process was originally based on the USBM work in the McDermitt caldera reported in 1988. The metallurgical testwork commissioned by LAC for the 2012 PFS included programs specific to calcination and the evaporative crystallization process.

Following size reduction, the thermal ore preparation process involved calcining the ore mixed with anhydrite and dolomite to produce soluble sulfates for leaching. Recoverable metals included lithium, potassium and sodium. The calcine was leached in water recovering the sulfates to solution.

The wet recovery process included evaporation and crystallization stages to recover potassium and sodium as sulfates along with lithium as a carbonate, a material suitable for battery manufacture.

The 2012 PFS concluded that it would be necessary to perform a continuous small pilot scale operation. Accordingly, LAC built a demonstration plant to prove the process and demonstrate continuous production for the manufacture of battery grade lithium carbonate from the hectorite clay.

Hazen Research, Inc. in Golden, Colorado was contracted by LAC to continue process development, define process parameters for calcining and lithium carbonate production, and adapt the process to semi-continuous operation.

As a general conclusion, the testing completed so far indicates that LAC can produce high purity and high quality lithium product for use in multiple types of lithium ion battery chemistries. In February 2014, the Company announced it had initiated its planned demonstration plant in Germany to demonstrate the viability of low cost lithium extraction from its Lithium Nevada Project. In April 2014, procurement of equipment for the lithium demonstration plant commenced and in September 2014, the demonstration plant was commissioned. Commencing in mid-October 2014 operations were underway to confirm equipment performance at design conditions. In September 2014, the calcination section of the plant successfully produced enough feed for the lithium extraction plant to operate until mid-December. In this first demonstration campaign, refined lithium carbonate was produced with a purity of 99.8%. In the fall, 2015, a second campaign consisting of 46 tonnes of oxidized clay ore was granulated with reagents and calcined at the IBU-tec kiln facility and subsequently shipped to the Companies demonstration facility at K-Utec for leaching, crystallization and precipitation. The second campaign leaching commenced on November 9 ^th , 2014, and successfully ran continuously. Approximately 38 tonnes of calcined material have been leached to produce a pregnant leach solution (“PLS”). The PLS has been purified and lithium carbonate and glasserite has been produced. Initial leaching results show recoveries that are the same or better than the design criteria.

In August 2016, a third demonstration campaign was conducted for processing ore into calcined material at IBU-tec’s kiln facility. This most recent campaign enabled confirmation of the process parameters, characterization of the off-gas produced from the process, and generation of additional calcine material for further test work. In parallel, the engineering firm Hatch was hired to conduct a conceptual study on

how the process could be optimized for producing lithium hydroxide monohydrate as the final product. The Hatch study prompted the Company to explore and revisit alternative process concepts that could lead to both a reduction in costs and environmental footprint. Modeling and bench scale testing is currently underway to demonstrate the viability of these alternative process concepts.

Mineral Resource Estimates

Stage 1 Lens (PCD Lens) Resources

The Company engaged Reserva to provide a block-model based mineral resource estimate for the Stage 1 Lens. The resource estimate was made from a three-dimensional block model using commercial mine planning software (Gemcom GEMS ^® ) and was developed with the Company drillholes available as of June 28, 2011, at which time the Company had drilled and assayed 199 core holes, totalling 19,563 m. The resources are presented using a range of lithium cut-off values. Reserva believes, at a 3,200 ppm (0.32%) lithium cut-off, the Stage 1 Lens has reasonable prospects for economic extraction by open-pit mining. Lithium carbonate is the primary product, with potassium sulfate and sodium sulfate as by-products.

Volcanoclastic moat sedimentary rocks that contain lithium-rich claystone control the Stage 1 Lens mineralization. Sectional interpretations were generated from drill logs for alluvium, claystone (moat sediments), volcanics and basalt, a silicified unit, and bedrock. Two oxidation surfaces were also interpreted, one just below alluvium and another near the claystone/silicified interface. Additionally, a series of faults have been interpreted based on the drill hole data and incorporated into the geologic interpretation. The potentially economic mineralized estimation domain is the claystone. The alluvium and bedrock material have no lithium or potassium grades.

The resources for the Stage 1 Lens have been classified as “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” as defined by CIM Definition Standards. The resources are presented in the table below in accordance with the following criteria:

•

measured mineral resources are in blocks (30 m × 30 m x 3 m) estimated using at least three drill holes and four composites within a 200 m × 150 m search radius in the horizontal plane and 20 m in the vertical direction;

•

indicated mineral resources are in blocks estimated using at least two drill holes and five composites within a 100 m × 75 m search radius in the horizontal plane and 10 m in the vertical direction; and

•

inferred mineral resources are blocks estimated with at least three composites within a search radius of 300 m × 225 m in the horizontal plane and 30 m in the vertical plane.

Mineral Resource Statement for the Stage 1 Lens (PCD Lens) as of May 31, 2016:


			Lithium				Potassium				Sodium
Category	Quantity (000’st)		Li%		LCE Quantity (000’st)		K%		Quantity (000’st)		Na%		Quantity (000’st)
Measured		50,753		0.312		843		3.27		1,660		1.13		574
Indicated		164,046		0.285		2,489		3.07		5,036		1.04		1,706
Inferred		124,890		0.294		1,954		3.04		3,792		1.1		1,374

Notes:

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserves.

Resources presented at a Li% 0.20 cut-off grade which was determined using the following economic assumptions: US$3.36 Li carbonate/lb; 87.2% metallurgical recovery; US$66/tonne ore processed; US$2.75/tonne material moved.

Reserva reported to the Company that it is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that will materially affect the mineral resource estimates.

Stage 2 Lens (South Lens) Resources

The table below presents the in-situ lithium and potassium mineral resources for the Stage 2 Lens, at a cut-off grade of 0.20% lithium. The potassium grade is considered a by-product of the lithium resource. An average in-situ dry density of 1.96 t/m ³ for the mineralized volume was used as tonnage factor.

Mineral Resource Statement for the Stage 2 Lens (South Lens) as of May 15, 2010:


			Lithium				Potassium
Category	Quantity (000’st)		Li%		LCE Quantity (000’st)		K%		Quantity (000’st)		Na%		F%
Indicated		95,000		0.27		1,365.3		3.66		3,477		1.55		0.57
Inferred		47,000		0.26		650.5		3.83		1,800		1.43		0.58

Notes:

Rounding errors may exist.

Contained metal does not allow for mine or metallurgical recovery. Tonnage factor used is 1.96 t/m ³ .

Economic assumptions do not include any potassium credits.

Conversion factor from Li metal to Lithium Carbonate Equivalent (LCE) used is 5.323. Economic assumptions for cut-off grade determination are: US$3.50 Li carbonate/lb; 60% metallurgical recovery; US$50/tonne ore processed; US$2.20/tonne material moved.

In the Lithium Nevada TR, GSI states that exploration potential exists at the Stage 2 Lens to increase the current resource estimate. The Lithium Nevada TR authors also reported that there are no known environmental, permitting, legal, title, taxation, socio-economic, marketing, and political or other relevant issues that may materially affect the resource estimates.

Exploration and Development

In April 2012, the Company announced results from electrochemical performance testing by Argonne of lithium carbonate extracted from the Lithium Nevada Project. Several electrochemical cells were fabricated using LAC’s lithium carbonate that was upgraded and purified with carbon dioxide during one of its pilot testing programs. The batteries incorporated three common cathode chemistry types consisting of: lithium manganese spinel (LiMn2O4), olivine (LiFePO4), and lithium nickel manganese composite

oxide (LiMn2O3.LiNi0.5Mn0.5O2). Each cell was duplicated to incorporate lithium carbonate obtained from an industry standard Sigma-Aldrich product and compared under the same conditions with LAC product. The initial test results demonstrate superior performance by LAC’s product for olivine chemistry, and similar or slightly better performance for the other two cathode chemistries when compared against the Sigma-Aldrich standard.

Future development will focus on advancing flowsheet concepts on a mandate to minimize the resource-intensity and environmental footprint of extracting lithium from the deposit. Further geological work will be performed, with a vision to demonstrating how the project could scale beyond the 26,000 TPA LCE production rate originally proposed in the 2012 PFS.

Development of the project would include on-site infrastructure development including the mine, process plant, tailings impoundments, and ancillary facilities. The project requires multiple permits and approvals from regulatory agencies and other entities at the federal, state and local levels. Lithium Nevada has completed baseline studies for geochemistry, vegetation, wildlife (including extensive studies for the Greater Sage-grouse), surface and groundwater quality and quantity, wetlands and waters of the U.S., seep and springs; soils, cultural resources, noise, visual analysis, weather monitoring, and other issues specific to the Lithium Nevada project area. The collected baseline study data will support the overall permitting and approval process for the proposed project, and the completion of the required National Environmental Policy Act environmental study.

The RheoMinerals™ Business

History of the Business

LAC commenced the RheoMinerals™ Business in 2011, initially operating under the name “Hectatone”. The original objective of the business was to generate an alternate source of revenue for the Company by using the hectorite clay located on the Lithium Nevada Project as feedstock to create specialty drilling fluid. The drilling fluid was intended for use as an additive in horizontal drilling in the burgeoning oil and gas fracking industry. The hectorite clay has chemical properties that LAC believed would allow it to develop a high value product for the industry superior to most other drilling additives.

From 2011 to 2014 LAC created a stand-alone management team for the business, and raised financing to purchase land and construct the Fernley Facility manufacturing plant. The Fernley Facility construction was completed in 2015. By early 2015, RheoMinerals Inc. had also developed and completed manufacturing trials for six products for use as rheological additives in drilling fluids. The products are now called: RheoMinerals™ B-91 and RheoMinerals™ B-92 organophilic, RheoMinerals™ RM-99 and RM-100 organophilic sepiolite, Hectagel™ hydrophilic hectorite, and RheoMinerals™ Universal™ organophilic hectorite.

The development of the business was adversely affected by a decline in oilfield activity in North America beginning in the Fall of 2014, resulting in a significant decline in demand for the drilling fluid additives that RheoMinerals Inc. was developing. In response to the decline in oilfield activity, commencing in 2015 RheoMinerals Inc. re-directed much of its focus to non-oilfield market opportunities, while maintaining sales and marketing activity with the oilfield service companies. In 2015 RheoMinerals Inc. initiated a product development program that focused on four markets: Environmental, Animal Feed, Industrial Coatings, and alternative drilling fluid additives for the oilfield market.

RheoMinerals Inc. now has a fully operational manufacturing facility, a wide product line across multiple product sectors, sales activity in those sectors and has established key sales and distribution relationships for its business.

Fernley Facility

The Fernley Facility is an organoclay plant located in Fernley, Nevada, approximately 190 miles from Lithium Nevada Project and approximately 30 miles from Reno, Nevada. The property encompasses 5.47 acres, and hosts a manufacturing complex consisting of three structures totalling 59,300 square feet, including a warehouse, a covered metal storage area that houses the organoclay process plant, and an office/laboratory building. The plant has a production capacity of approximately 24,000 TPA.

RheoMinerals Inc. purchased the property in 2013. The acquisition price was US$1,575,000, of which US$236,000 was paid at the close of the transaction, and the remaining balance of US$1,339,000 was financed by the seller with a ten-year promissory note payable in monthly instalments. The promissory note bears interest equal to 5.251% for the first five years, and then at a reset rate of between 5.5% to 7.5% for the final five years, depending on the prime rate at the time of reset. The note is secured by the purchased property.

Permitting

In late 2013, RheoMinerals Inc. received all major permits for the Fernley Facility including the: (i) Nevada Air Quality Operating Permit, which includes the site’s organoclay processing components, mill burner and thermal oxidizer burner; (ii) design review permit; and (iii) building permit. The North Lyon County Fire Protection District has approved all of the building plans for conformance with fire and safety requirements.

RheoMinerals Inc. identified certain areas within its Stage I Lens of the Lithium Nevada Project for the extraction of clay to support commercial clay development operations. The work conducted to prepare the lithium resource estimate has resulted in that area having the most comprehensively understood geology and characteristics. RheoMinerals Inc. plans to extract the clay as a shallow open pit using contract miners to dig through the alluvial soil, which work to date indicates has a depth of approximately 3 m, and then extract certain clay lens, which range in thickness from 1 to 3 m throughout the deposit. RheoMinerals Inc. has designed its commercial clay extraction plan in a manner that could support concurrent extraction for lithium processing.

Product Types

RheoMinerals Inc.’s original products, B-91 and B-92, have been certified by seven oilfield service companies including three of the major companies. RheoMinerals Inc. markets Rheoflat™ and Gelfast ™ products. Rheoflat™ performance technology exhibits a flatter viscosity profile over a wide range of temperature with lower high shear viscosity while increasing low shear viscosity and without compromising gel strength. The Rheoflat™ performance technology is evident in diesel, mineral and synthetic oils. Gelfast ™ performance technology enables faster development of rheological properties in challenging environments such as low temperature and low shear conditions. The Rheoflat™ and Gelfast™ performance technologies are designed to improve fluid management throughout the drilling operation. Hectorite product development has been transferred to TOLSA through an alliance between TOLSA and RheoMinerals Inc.

RheoMinerals Inc. has developed Hectabind™, a mycotoxin adsorbent and binding agent for the animal feed industry. Collaborating with Bentonite Performance Minerals (“BPM”), a Halliburton Company, and an existing customer of BPM, RheoMinerals Inc. recently completed its first sale of Hectabind™.

RheoMinerals Inc. has developed an organophilic bentonite granule product, Hectasorb™. RheoMinerals Inc. believes there is a market opportunity for a product that would adsorb hydrocarbons and surfactants during the recycling process for specific industrial aqueous solutions, e.g. industrial wastewater. There is a market for a similar product for use in geosynthetic organophilic clay liners (“GOCL”). Since the early 1980’s, Geosynthetic clay liners (“GCL”) have been in widespread use for water reservoirs and as

secondary liners in municipal and industrial landfills. The GOCL product would minimize hydraulic conductivity like GCL products, but would also remove certain types of hydrocarbons.

RheoMinerals Inc. has developed a functional organophilic clay granule product called Hectasorb™ PS-60. Successful pilot production trials have been completed. Hectasorb™ PS-60 samples from these trials were submitted to prospective customers. The product meets performance expectations for the aforementioned applications. Field testing by BPM customers of the Hectasorb product is expected to be completed in the first quarter of 2017.

RheoMinerals Inc. developed a rheology additive, Hectaflow™, which is used as a flow control agent in solvent-borne unsaturated polyester, epoxy and vinyl ester resins. The product has been successfully manufactured in trials conducted by the equipment manufacturer and samples submitted to prospective customers. Concurrently, RheoMinerals Inc. developed another rheological additive, Hectaspend S™, which is used as a high temperature low shear rheological additive for oil based drilling fluids.

In 2016, RheoMinerals Inc. also developed additional rheological additives for oil based drilling fluids which will be launched in 2017. The new rheological additives include RheoMinerals™ B95 organophilic bentonite designed for low shear and cold climate fluid formulation conditions. The new RM99 PLUS is a high purity organophilic sepiolite products designed to improve suspending properties of drilling fluids while improving the management of equivalent circulating density of a drilling fluid. The Hectaspend S product offers similar performance as RM99 PLUS but at higher downhole temperatures.

RheoMinerals Inc. is also collaborating with industry participants on a specialty organophilic clay product for environmental applications. The product will service the existing market to remove organic compounds from industrial wastewater effluent.

RheoMinerals Inc. broadened its product offerings to include several different grades of organophilic bentonite and organophilic sepiolite products. Existing competitive organophilic hectorite products that have been in use for over 40 years are high purity products that exhibit different rheological properties than the RheoMinerals™ organophilic hectorite products. Competitive organophilic hectorite products are manufactured using a water wash purification process that results in high purity products. The purification process is required because the hectorite raw material purity is less than 50%. The Lithium Nevada Project’s hectorite supplied to RheoMinerals Inc. is approximately 90% purity.

Management

By the beginning of 2015, RheoMinerals Inc. had assembled a management team with a significant breadth and depth of experience and knowledge in manufacturing, sales & marketing, product development, and technical support as it relates to drilling fluid composition and functionality with specific experience and knowledge of rheological additives like organophilic clays. By the end of the first quarter of 2015, RheoMinerals Inc. had assembled an experienced team of plant operating and maintenance personnel to effectively manage the process for manufacturing organophilic clay products. By mid-2015 RheoMinerals Inc. had successfully completed manufacturing trials for each of its then current product offerings. RheoMinerals Inc. hired an experienced President in August 2014 and a sales and marketing professional as a Vice President in August 2013. RheoMinerals Inc. hired an experienced drilling fluids specialist as its business development manager in August 2016. As at December 31, 2016, the RheoMinerals ^TM Business had 18 employees.

Sales and Marketing

RheoMinerals Inc. is working with several prospective customers in the oilfield, industrial coatings, environmental and animal feed markets. Prospective customers are located in North America, Europe, South America, and China have been identified and engaged in the U.S. and Canada. Certain potential customers have requested sample products to test for performance and conformance with their fluid

systems. RheoMinerals Inc. has submitted representative production samples to its target customers. RheoMinerals Inc. has achieved certified vendor status with several oilfield service companies and, in addition to clays for use in the oil and gas sector, RheoMinerals Inc. is now a certified vendor with a Fortune 500 industrial group to sell RheoMinerals™ products internationally to the animal feed market as mycotoxin binders.

In September 2014, RheoMinerals Inc. signed a distribution agreement with Raw Materials Corporation of Houston, Texas for specified prospective customers and geographical territories. RheoMinerals Inc. completed its first sale in January, 2015.

In April 2016, RheoMinerals Inc. entered into a strategic alliance with TOLSA, a global leader in the specialized clay sectors. RheoMinerals Inc. and TOLSA signed a non-exclusive Memorandum of Understanding for the purpose of forming a strategic alliance to collectively pursue growth opportunities in the global clay minerals markets. The Memorandum of Understanding contemplates a number of areas of collaboration, including a planned long-term supply agreement of RheoMinerals Inc.’s hectorite clay from its Nevada resource to TOLSA for the manufacture of high purity hectorite-based products.

In November 2016, RheoMinerals Inc. entered into a Technical Assistance and Royalty Agreement with Delmon Co Ltd., part of The Delmon Group of Companies in Saudi Arabia. Delmon has business interests spanning wide market segments of products and services, and is a leading local supplier of oilfield minerals and chemicals to Aramco. Under the Technical Assistance and Royalty Agreement, RheoMinerals Inc. will collaborate with Delmon in the design and construction of a manufacturing facility for specialty additives used in oil based drilling fluids. The initial product offering will include organophilic bentonite and organophilic lignite products. In consideration for technical assistance, RheoMinerals Inc. will receive US$1.2 million in progress payments upon Delmon achieving certain construction and operational milestones in addition to the reimbursements of expenses and costs of technical personnel. RheoMinerals Inc. will also receive royalties from the future Delmon Plant production. Delmon and RheoMinerals Inc. expect to commission the new facility in January, 2018. The project will contribute to the Kingdom of Saudi Arabia’s goals set by the “In-Kingdom Total Value Add Program” (IKTVA) and National Transformation Programs.

For the financial year ended December 31, 2016, RheoMinerals Inc. reported organoclay sales of US$1.2M (2015—$Nil).

Trends and Outlook

RheoMinerals Inc. is pursuing commercial sales arrangements for the RheoMinerals™ Business. RheoMinerals Inc. is also expanding the range of potential applications for its RheoMinerals™ production in order to diversify its business operations in light of the current downturn in oil and gas exploration in the United States.

Competitive Conditions

Lithium currently has many end uses, including ceramics and glass, batteries, greases, air treatment, and pharmaceuticals. However, it is the battery industry that is expected to predominantly drive future demand growth for lithium. This is expected to come from several areas: (i) the continued growth of small format batteries for cell phones, laptops, digital cameras and hand held power tools, (ii) the transportation industry’s electrification of automobiles, buses, delivery vehicles, motorcycles, bicycles and boats using lithium-ion battery technology, and (iii) large format batteries for utility grid-scale storage.

The global supply of lithium is currently dominated by a small group of companies. Three companies (SQM, Rockwood Lithium Inc. and Ganfeng) supply lithium from brines. SQM and Rockwood Lithium

Inc. have brine operations in the “Puna Plateau”. Albemarle Corporation has a brine operation in the United States and a spodumene (hard rock) operation in Australia. The final company, Sichuan Tianqi Lithium Industries, produces lithium from a spodumene deposit where it has a 51% interest, and Albemarle Corporation has a 49% interest.

LAC believes that although the supply of lithium carbonate is expected to increase in the next 12 to 24 months from a previously completed expansion in South America and an increase of hard rock feedstock (from Australia’s feeding conversion capacity in China), demand may grow faster than new supply.

Specialized Skills and Knowledge

All aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, logistical planning and implementation of exploration programs and regulatory, finance and accounting. The Company relies upon its management, employees and various consultants for such expertise.

Mineral Price and Economic Cycles

The mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. Lithium markets are affected by demands for lithium batteries and global economic conditions. Fluctuations in supply and demand in various regions throughout the world are common.

Economic Dependence

The Company’s business is dependent on the exploration, development and operation of lithium properties. The Company is not dependent on any sole contract to sell the major part of the Company’s products or services or to purchase the major part of the Company’s requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which the Company’s business depends.

Bankruptcy and Similar Procedures

There are no bankruptcies, receivership or similar proceedings against the Company, nor is the Company aware of any such pending or threatened proceedings. The Company has not commenced any bankruptcy, receivership or similar proceedings during the Company’s history.

Reorganizations

LAC completed the Arrangement in September 2015. There have been no other corporate reorganizations of the company.

Foreign Operations

The Company’s properties are located in Argentina and the United States. In particular, the Cauchari-Olaroz Project in Argentina exposes the Company to various degrees of political, economic and other risks and uncertainties. See “ Risk Factors ”.

The Argentine economy has undergone significant positive changes commencing in the first quarter of 2016 as a result of measures that the new government has taken to reduce or remove controls and restrictions on capital flows. Since taking office in December 2015, President Mauricio Macri has moved swiftly to appoint a business-friendly cabinet and implement a series of major fiscal, political and regulatory policy measures. President Macri lifted foreign exchange controls that had been in place since 2011, and abolished export taxes on many agricultural and industrial goods, including lithium.

Employees

As at December 31, 2016, the Company had 112 employees and 5 part time and/or consultants working at various locations.

Environmental Protection

The Company’s operations are subject to various government laws and regulations concerning safety and environmental protection. The EIS has been approved by the authorities in Argentina for the Cauchari-Olaroz Project and all permits required to start mine construction have been issued to the Company based on its current mine plan, as described in the Cauchari FS. Within the United States, the Company has received approvals, including environmental approvals by local, State and Federal authorities to commence the mining of hectorite clay in support of the RheoMinerals ^TM Business. Environmental studies for lithium mining operations at the Lithium Nevada Project are ongoing.

Social or Environmental Policies

The Company aims to minimize the impact of its operations on both local communities and the environment. At the Cauchari-Olaroz Project, a social responsibility plan (the “Social Responsibility Plan”) was developed to incorporate best practices on these matters. The Social Responsibility Plan was prepared in accordance with the Argentina Principles. The Company has, in accordance with the principles in its Social Responsibility Plan, entered into agreements with the aboriginal communities located proximate to the Cauchari-Olaroz Project that aim to promote social development through high quality job creation, training, access to medical assistance and other infrastructure. LAC is also committed to developing the Lithium Nevada Project in a responsible and sustainable manner. The Company takes its responsibilities seriously to protect the environment, to conduct business based on high ethical standards and to make a positive difference in the communities in which it operates.

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The Company is authorized to issue an unlimited number of Common Shares without par value of which, as of the date of this AIF, 315,416,746 Common Shares are issued and outstanding. All rights and restrictions in respect of the Common Shares of the Company are set out in the Company’s notice of articles and the BCBCA and its regulations. The Common Shares have no pre-emptive, redemption, purchase or conversion rights. Neither the BCBCA nor the constating documents of the Company impose restrictions on the transfer of Common Shares on the register of the Company, provided that the Company receives the certificate representing the Common Shares to be transferred together with a duly endorsed instrument of transfer and payment of any fees and taxes which may be prescribed by the Board of Directors from time to time. There are no sinking fund provisions in relation to the Common Shares and they are not liable to further calls or assessment by the Company. The BCBCA and the Company’s articles provides that the rights and restrictions attached to any class of shares may not be modified, amended or varied unless consented to by special resolution passed by not less than two-thirds of the votes cast in person or by proxy by holders of shares of that class.

The holders of the Common Shares are entitled to: (i) notice of and to attend any meetings of shareholders and shall have one vote per Common Share at any meeting of shareholders of the Company; (ii) dividends, if as and when declared by the Board of the Directors; and (iii) upon liquidation, dissolution or winding up of the Company, on a pro rata basis, the net assets of the Company after payment of debts and other liabilities.

Warrants

The following table provides details on Company warrants currently outstanding:


	Number of warrants		Exercise Price		Expiry Date

		5,480,475	$	0.90		June 9, 2017
		707,583	$	0.70		June 9, 2017
		2,843768	$	0.8464		May 19, 2018

Total		9,031,826

Stock Options

The following table provides details on Company stock options currently outstanding:


	Number of options		Exercise Price		Expiry Date

		550,000	$	0.16		August 30, 2017
		950,000	$	0.27		October 21, 2018
		10,000	$	0.80		April 1, 2019
		275,000	$	0.49		July 16, 2019
		975,000	$	0.69		August 15, 2019
		1,104,600	$	0.375		April 18, 2019
		3,708,300	$	0.286		July 16, 2019
		532,575	$	0.3367		February 12, 2020
		1,675,000	$	0.30		October 5, 2020
		4,225,000	$	0.47		March 30, 2021
		500,000	$	0.75		May 1, 2021
		500,000	$	0.96		August 11, 2021
		260,000	$	0.91		August 30, 2021

Total		15,265,475

Restricted Share Units (“RSU’s”)

The following table provides details on Company RSU’s currently outstanding:


Number of restricted shares		Fair market price on date of grant		Conversion Particulars

	400,000	$	0.47	March 30, 2017
	150,000	$	0.75	May 1, 2017 ⁽¹⁾
	150,000	$	0.96	August 11, 2017 ⁽¹⁾
	400,000	$	0.47	March 30, 2018
	634,473	$	0.47	Earlier of change of control or separation from the Company

(1)	Conversion is subject to vesting on the same dates.

Each RSU provides the recipient with the right to receive Common Shares as a discretionary payment in consideration of past services or as an incentive for future services, with such additional provisions and restrictions as the Board of Directors may determine. The vesting period for the RSU’s is determined by the Board of Directors at the time of grant.

Deferred Share Units (“DSU’s”)

The following table provides details on Company DSU’s currently outstanding:


Number of deferred share units	Fair market price on date of grant

46,543	$	0.47

Each eligible director shall be entitled to redeem their DSU’s during the period commencing on the business day immediately following the date such director ceases to hold any directorship and ending on the 90th day following such date by providing written notice of redemption to the Company. Upon redemption, the director shall be entitled to receive the number of Common Shares equal to the number of DSU’s in the director’s account. If the director ceases to hold office during a year where DSU’s have been granted and they have not held office for the entire year, the director will only be entitled to a pro-rated issuance of Common Shares.

DIVIDENDS AND DISTRIBUTIONS

The Company has no fixed dividend policy and the Company has not declared any dividends on its Common Shares since its incorporation. The Company anticipates that all available funds will be used to undertake exploration and development programs on its mineral properties as well as for the acquisition of additional mineral properties. The payment of dividends in the future will depend, among other things, upon the Company’s earnings, capital requirements and operating and financial condition. Generally, dividends can only be paid if a corporation has retained earnings. There can be no assurance that the Company will generate sufficient earnings to allow it to pay dividends. See also “ General Development of the Business – Risk Factors ”.

MARKET FOR SECURITIES

Market

The Common Shares of the Company are traded in Canada on the Exchange under the symbol “ LAC ” and in the United States on OTCQX under the symbol “ LACDF ”. The closing price of the Company’s Common Shares on the Exchange on March 27, 2017 was $0.89.

Trading Price and Volume

The following sets forth the high and low market prices and the volume of the Common Shares traded on the Exchange during the periods indicated (stated in Canadian dollars):


Month	High $	Low $	Volume
October, 2015	0.40	0.255	12,236,171
November, 2015	0.42	0.28	9,012,070
December, 2015	0.39	0.255	15,398,488
January, 2016	0.465	0.28	12,630,886
February, 2016	0.47	0.365	8,437,556
March, 2016	0.57	0.375	22,272,412


Month	High $	Low $	Volume
April, 2016	1.00	0.49	69,216,110
May, 2016	0.91	0.66	49,047,626
June, 2016	1.14	0.76	42,521,124
July, 2016	1.15	0.87	19,973,090
August, 2016	0.99	0.81	15,340,638
September, 2016	1.02	0.87	12,204,741
October, 2016	0.94	0.66	12,512,237
November, 2016	0.84	0.52	25,272,833
December, 2016	0.85	0.71	9,984,757

The Listed Warrants are traded on the Exchange under the symbol LAC.WT. The following sets forth the high and low market prices and the volume of the Listed Warrants traded on the Exchange during the periods indicated (stated in Canadian dollars).


Month	High $	Low $	Volume
October, 2015	—	—	—
November, 2015	0.025	0.005	12,500
December, 2015	0.01	0.01	12,500
January, 2016	0.06	0.02	28,000
February, 2016	—	—	—
March, 2016	0.07	0.01	271,300
April, 2016	0.285	0.05	1,986,200
May, 2016	0.25	0.13	732,240
June, 2016	0.45	0.17	1,468,060
July, 2016	0.36	0.215	1,218,162
August, 2016	0.29	0.165	319,420
September, 2016	0.30	0.17	138,100
October, 2016	0.21	0.09	400,000
November, 2016	0.18	0.055	873,340
December, 2016	0.19	0.11	159,800

DIRECTORS AND OFFICERS

Name and Occupation

The name, province or state of residence, position with and principal occupation within the five preceding years for each of the directors and officers of the Company are set out in the following table:


Name, Province or State and Country of Residence and Position with the Company(in	Principal Occupation or
alphabetical order) ⁽¹⁾	Employment for the Last Five Years ⁽¹⁾	Director Since
DIRECTORS:
George Ireland Massachusetts, USA Non-Executive Chairman and Director	Founder, Chief Investment Officer and CEO of Geologic Resources Partners LLP.	13 Nov 2015
W. Thomas Hodgson Ontario, Canada CEO and Director	CEO of the Company since November 2015; Executive Chairman of LAC from 2010 to September 2015.	4 Sep 2015
John Kanellitsas Idaho, USA President, Vice-Chairman and Director	Vice-Chairman and President of the Company since November 2015; Interim CEO of LAC from June 2013 to June 2014, CEO of LAC from June 2014 to September 2015; Chief Operating Officer and Chief Compliance Officer of Geologic Resource Partners LLC from June 2004 to January 2015.	4 Sep 2015
Franco Mignacco Jujuy, Argentina President and Director	President of Minera since June 17, 2013; President of Los Boros S.A. ⁽²⁾ from January 2006 to June 2015.	4 Sep 2015
Nicole Adshead-Bell British Columbia, Canada Director	President of Cupel Advisory Corp. (a natural resources investment and advisory firm) from June 2015. Director of Mining Research, Sun Valley Gold LLC (a SEC registered investment advisor) from 2012 to 2015.	30 Mar 2016
Lenard Boggio British Columbia, Canada Director	Independent Director since May 2012; professional staff and Partner of PricewaterhouseCoopers LLP from 1982 to 2012.	30 Mar 2016
John Macken Florida, USA Director	Business consultant since April 2012; President of Ivanhoe Mines Ltd. (now Turquoise Hill Resources Ltd.), December 2003 to April 2012.	29 Jan 2008 Chairman since 13 Jun 2012 and Co- Chairman since 16 Jul 2014 to 15 Oct 2015, Chairman 15 Oct 2015 to 30 Mar 2016
Gabriel Rubacha Buenos Aires, Argentina Director	Commercial Director of Techint Engineering & Construction since 2016; Managing Director of Southern Cone, Techint Engineering & Construction from 2012 to 2016.	30 Mar 2016


Name, Province or State and Country of Residence and Position with the Company(in alphabetical order) ⁽¹⁾	Principal Occupation or Employment for the Last Five Years ⁽¹⁾	Director Since
OFFICERS:
David Deak California, USA Chief Technical Officer and President of Lithium Nevada	Chief Technical Officer and Senior Vice President of the Company and President of Lithium Nevada Corp. since May 2016; Senior Engineer at Tesla Motors Inc. from 2014 to 2016; Technical Program Manager at Ambri Inc. from 2012 to 2014; Independent consultant from 2009 to 2012.	N/A
Myron Manternach Pennsylvania, USA Executive Vice President, Finance and Corporate Development	Corporate director of Wellgreen Platinum Ltd. as of July 2012, and chair of the Board since September 2014; Consultant and Managing Director of Ambac Assurance Corp., a subsidiary of Ambac Financial Group Inc. (insurance company) from April 2015 to August 2016; President, Castle Grove Capital, LLC (financial and strategic consulting firm) since July 2013; Consultant to the investment committee of Geologic Resource Partners, LLC (investment fund specializing in the mining & metals sector) from August 2013 to June 2015.	N/A
Eduard Epshtein British Columbia, Canada Chief Financial Officer	Chief Financial Officer of the Company since May 2008; Chief Financial Officer, Concordia Resource Corp. (now Kaizen Discovery Inc.), October 2006 to December 2013.	N/A
Tracy Hansen British Columbia, Canada Vice President and Corporate Secretary	Corporate Secretary of the Company since January 2010 and Vice President of the Company since March 2011; Corporate Secretary of Concordia Resource Corp. (now Kaizen Discovery Inc.), March 2011 to December 2013 and Vice President, February 2012 to December 2013.	N/A

(1)	The information as to country of residence and principal occupation has been furnished by the respective directors and officers individually.

(2)	Mr. Mignacco is currently an officer of Los Boros.

Each director’s term of office expires at the next annual general meeting of the Company.

Shareholdings of Directors and Officers

As of the date of this AIF, the directors and officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 52,093,056 Common Shares representing approximately 16.5% of the issued and outstanding Common Shares, and held options to acquire 11,520,475 Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as disclosed below, no director or executive officer of the Company is, as at the date of this AIF, or was, within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that (a) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days, or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which

resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Except as disclosed below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company (a) is, as at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

W. Thomas Hodgson was a director of MI Developments Inc. and Magna Entertainment Corp. and was named in a lawsuit commenced in the U.S. Bankruptcy Court for the District of Delaware by the Official Committee of Unsecured Creditors of Magna Entertainment Corp. on August 20, 2009. Such lawsuit was settled and all claims under the lawsuit were deemed discharged under the Joint Plan of Affiliated Debtors, the Official Committee of Unsecured Creditors, MI Developments Inc. and MI Developments US Financing Inc. pursuant to Chapter 11 of the United States Bankruptcy Code as confirmed by a court order dated April 29, 2010.

Mr. Lenard Boggio was a director of Great Western Minerals Group Ltd. (“GWMG”) from January 2013 until his resignation together with all the then current directors in July 2015. On April 30, 2015, GWMG announced that a support agreement was entered into with the holders of a majority of GWMG’s secured convertible bonds and GWMG was granted protection from its creditors under the CCAA upon receiving an initial order from the applicable court. On May 11, 2015, an order was issued by the Financial and Consumers Affairs Authority of the Province of Saskatchewan that all trading in the securities of GWMG be ceased due to its failure to file financial statements for the year ended December 31, 2014. In December 2015, GWMG entered into bankruptcy proceedings.

No director, or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Committees of the Board

The committees of the Board of Directors consist of an Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee and Environmental, Health, Safety, Sustainability and Community Engagement Committee (the “EHSS&CE Committee”). The members of the Compensation and Benefits Committee are Nicole Adshead-Bell (chair), George Ireland and Lenard Boggio. The members of the Nominating and Corporate Governance Committee are George Ireland (chair), Nicole Adshead-Bell and Gabriel Rubacha. The members of the EHSS&CE Committee are Gabriel Rubacha (chair), Nicole Adshead-Bell, John Macken and Franco Mignacco. The members of the Audit Committee are Lenard Boggio (chair), George Ireland and John Macken. Information concerning the Audit Committee is provided under “ Audit Committee Information ” below.

Conflicts of Interest

To the best of the Company’s knowledge, except as otherwise noted in this AIF, there are no existing or potential conflicts of interest among the Company, its directors, officers, or other members of management of the Company except that certain of the directors, officers and other members of management serve as directors, officers and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director, officer or member of management of such other companies and their duties as a director, officer or member of management of the Company.

The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosure by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’ or officers’ conflicts of interest or in respect of any breaches of duty to any of its directors and officers. All such conflicts must be disclosed by such directors or officers in accordance with the BCBCA.

The Company has adopted a Code of Business Conduct and Ethics that applies to all directors, officers, employees and consultants of the Company and its subsidiaries. A copy of the Company’s Code of Business Conduct and Ethics may be found on SEDAR at www.sedar.com .

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The charter of the Audit Committee is attached as Schedule “B” to this AIF.

Composition of the Audit Committee and Independence

The Company’s Audit Committee consists of Lenard Boggio, George Ireland and John Macken. NI 52-110 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 of Directors, reasonably interfere with the exercise of the member’s independent judgment. The Board of Directors has determined that all members of the Audit Committee are “independent” directors.

Relevant Education and Experience

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The Company has determined that all of the members of the Audit Committee are “financially literate”.

Based on their business and educational experiences, each Audit Committee member has a reasonable understanding of the accounting principles used by the Company; an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting. Each of the members of the Audit Committee has had several years of experience as a senior executive and a member of the Board of Directors of significant business enterprises in which he has assumed substantial financial and operational responsibility. In the course of these duties, the members have gained a reasonable understanding of the accounting principles used by the Company; an ability to assess the general application of such principles in connection of the accounting for estimates, accruals and reserves; experience analyzing and evaluating

financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board of Directors.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions in section 2.4 ( De Minimis Non-audit Services ), section 3.2 ( Initial Public Offerings ), section 3.4 ( Events Outside Control of Member ) or section 3.5 ( Death, Disability or Resignation of Audit Committee Member ) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemption in subsection 3.3(2) ( Controlled Companies ), section 3.6 ( Temporary Exemption for Limited and Exceptional Circumstances ) or the exemption in section 3.8 ( Acquisition of Financial Literacy ) of MI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee Chair is authorized to pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor, subject to the Audit Committee Chair reporting the pre-approval(s) to the Audit Committee at the Committee’s meeting subsequent to the said approval(s).

Audit Fees

The following table sets forth the fees paid by the Company and its subsidiaries to PricewaterhouseCoopers LLP (“PwC”), the current auditors and Crowe MacKay LLP, the former auditors, and for services rendered during the fifteen months period ended December 31, 2016 and the year ended September 30, 2015:


	15 months ended Dec. 31, 2016 PwC		YE Sept. 30, 2015 PwC		YE Sept. 30, 2015 Crowe MacKay
Audit fees ⁽¹⁾	$	154,148	$	50,000		—
Audit-related fees ⁽²⁾	$	43,000		—	$	22,300
Tax fees ⁽³⁾	$	28,148	$	8,000		—
All other fees		—	$	15,000	$	12,000
Total	$	225,296	$	73,000	$	44,300

(1)	The aggregate audit fees billed by the Company’s auditor (or accrued).

(2)	The aggregate fees billed (or accrued) for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements which are not included under the heading “Audit Fees”, including for quarterly reviews.

(3)	The aggregate fees billed (or accrued) for professional services provided by the auditor rendered for tax compliance, tax advice and tax planning.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Except as set out below, the Company is not a party to, nor are any of the Company’s properties subject to, any pending legal proceedings or regulatory actions the outcome of which would have a material adverse effect on the Company. The management of the Company is not aware of any material legal proceedings in which the Company may be a party which are contemplated by governmental authorities or otherwise.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Management of the Company is not aware of any material interest, direct or indirect, of any insider of the Company, or any associate or affiliate of any such person, in any transaction during the Company’s three last completed financial years, or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

On December 15, 2015 the Company entered into the Line of Credit Agreement with its largest shareholder, Geologic. The Company did not draw down any funds under this facility, paid no interest and cancelled the facility post completion of the Cauchari Joint Venture.

On March 28, 2016, the Cauchari Joint Venture entered into the Los Boros Option Agreement with Los Boros, a company controlled by the family of Franco Mignacco, Director of the Company and President of Minera, and of which Franco Mignacco is Vice-President, for the transfer of title to the Cauchari Joint Venture for certain mining properties that comprised a portion of the Cauchari-Olaroz Project. For further information on the Los Boros Option Agreement, see “ The Cauchari-Olaroz Project – Los Boros Option Agreement ”.

TRANSFER AGENTS AND REGISTRARS

The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at its principal offices in Vancouver, British Columbia.

MATERIAL CONTRACTS

Other than contracts entered into in the ordinary course of business, and except as described below, the Company has not entered into any material contracts within the most recently completed financial year or previous to the most recently completed financial year, that are still in effect. Material contracts entered into by Former LAC prior to September 2015 are now material contracts of the Company by virtue of acquiring the Lithium Americas Shares.

BCP Investment Agreement

On January 19, 2017, LAC and BCP entered into the BCP Investment Agreement for funding to advance the construction of the Cauchari-Olaroz Project. Pursuant to the BCP Investment Agreement, BCP: (a) agreed to purchase by way of private placement, 50,000,000 Common Shares (the “BCP Private Placement”); (b) agreed to provide a US$80 million project debt facility (the “BCP Project Debt Facility”); and (c) will have a right to buy a fixed portion of the lithium carbonate production from the Cauchari-Olaroz Project (the “BCP Offtake Entitlement” collectively with the BCP Private Placement and the BCP Project Facility, the “BCP Investment Transaction”).

BCP Private Placement

BCP has agreed, subject to the satisfaction of certain conditions set out in the BCP Investment Agreement, to purchase 50,000,000 Common Shares at a price of $0.85 per Common Share for aggregate gross proceeds of $42,500,000. The issue price of $0.85 per Common Share represents a 8.1% discount to

the market price of the Common Shares on January 19, 2017 (the date of the BCP Investment Agreement).

Following the close of BCP Investment Transaction and assuming completion of the Ganfeng Investment Transaction, BCP is expected to own approximately 70,300,000 Common Shares, representing approximately 16.39% of the issued and outstanding Common Shares (on a non-diluted basis).

BCP Project Debt Facility

LAC and BCP have also agreed to the terms by which BCP, or its affiliate which is wholly-owned by BCP, will provide, subject to the satisfaction of certain conditions set out in the BCP Investment Agreement, the BCP Project Debt Facility of up to US$80 million, which will be used to fund a portion of the construction costs for an initial stage of development at the Cauchari-Olaroz Project (“Initial Stage”).

The BCP Project Debt Facility will have a six-year term, and will carry an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. The BCP Project Debt Facility will become available on the closing of the BCP Investment Transaction (“BCP Closing Date”) and will be released to LAC in instalments to cover its capital development contributions on the Cauchari-Olaroz Project. The terms contemplate that for the first three years, there will be no obligation to repay principal. LAC will be entitled to repay the loan without penalty at any time after the first year. On the BCP Closing Date, LAC and BCP will enter into a definitive agreement for the BCPI Project Debt Facility.

BCP Offtake Entitlement

LAC and BCP have also agreed to the terms of the BCP Offtake Entitlement, whereby BCP will, subject to the satisfaction of certain conditions set out in the BCP Investment Agreement, have the right to acquire 15% of LAC’s share of the Stage 1 production from the Cauchari-Olaroz Project for a period of 20 years following the commencement of commercial production. Pricing and payment terms of the BCP Offtake Entitlement will be the same as that applicable to LAC’s joint venture partner, SQM, for its purchase of lithium carbonate production from the Cauchari-Olaroz Project, which is required to be equivalent to market prices and terms. The BCP Offtake Entitlement will be conditional on making available all required funding instalments under the BCP Project Debt Facility. On the BCP Closing Date, LAC and BCP will enter into a definitive agreement for the BCP Offtake Entitlement.

It is also agreed that if the expansion on the Cauchari-Olaroz Project is implemented following the successful financing for the capital expenditure thereof and the Cauchari-Olaroz Project would start to produce a potash-based product, LAC will give BCP a first right of negotiation for a limited term that would include the grant of 40% of LAC’s entitlement to the potash-based product from such expansion.

Investor Rights Agreement

On the BCP Closing Date, LAC and BCP will enter into an investor rights agreement (the “BCP Investor Rights Agreement”), pursuant to which BCP will also have the following rights, provided that it continues to hold not less than 15% of the Common Shares: (a) the right to add a nominee to the Board of Directors; (b) anti-dilution rights allowing it to maintain its equity ownership interest in LAC at 16.4%, or such other percentage as determined in accordance with the terms and conditions of the BCP Investor Rights Agreement, until March 31, 2019; and (c) a registration right for the sale of its Common Shares.

It is expected that the BCP nominee to the Board of Directors will be appointed to the Board of Directors on closing of the BCP Investment Transaction.

Ganfeng Investment Agreement

On January 17, 2017, LAC and Ganfeng entered into the Ganfeng Investment Agreement for funding to advance the construction of the Cauchari-Olaroz Project. On January 19, 2017, LAC and Ganfeng amended the agreement concurrently with entering into the BCP Investment Agreement. Pursuant to the Ganfeng Investment Agreement, Ganfeng: (a) agreed to purchase by way of private placement, 75,000,000 Common Shares (the “Ganfeng Private Placement”); (b) agreed to provide a US$125 million

project debt facility (the “Ganfeng Project Debt Facility”); and (c) will have a right to buy a fixed portion of the lithium carbonate production from the Cauchari-Olaroz Project (the “Ganfeng Offtake Entitlement” collectively with the Ganfeng Private Placement and Ganfeng Project Debt Facility, the “Ganfeng Investment Transaction”).

Ganfeng Private Placement

Ganfeng has agreed, subject to the satisfaction of certain conditions set out in the Ganfeng Investment Agreement, to purchase 75,000,000 Common Shares at a price of $0.85 per Common Share for aggregate gross proceeds of $63,750,000. The Ganfeng Private Placement is divided into two tranches, with an initial equity installment which closed on January 26, 2017, pursuant to which Ganfeng purchased 11,250,000 Common Shares (approximately $9.6 million), and with the balance to be issued on, and subject to the terms and conditions of, the closing of the Ganfeng Investment Transaction (“Ganfeng Closing Date”). The issue price of $0.85 per Common Share represents a 1.7% discount to the market price of the Common Shares on January 17, 2017 (the date of the Ganfeng Investment Agreement).

Following the closing of the Ganfeng Investment Transaction and assuming completion of the BCP Investment Transaction, Ganfeng is expected to own 75,000,000 Common Shares, representing approximately 17.49% of the issued and outstanding Common Shares (on a non-diluted basis).

Ganfeng Project Debt Facility

LAC and Ganfeng have also agreed to the terms by which Ganfeng will provide, subject to the satisfaction of certain conditions set out in the Ganfeng Investment Agreement, the Ganfeng Project Debt Facility of up to US$125 million, which will be used to fund a portion of the construction costs for the Initial Stage.

The Ganfeng Project Debt Facility will have a six-year term, and will carry an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. The Ganfeng Project Debt Facility will become available on the Ganfeng Closing Date and will be released to LAC in instalments to cover its capital development contributions on the Cauchari-Olaroz Project. The terms contemplate that for the first three years, there will be no obligation to repay principal. LAC will be entitled to repay the loan without penalty at any time after the first year. On the Ganfeng Closing Date, LAC and Ganfeng will enter into a definitive agreement for the Ganfeng Project Debt Facility.

Ganfeng Offtake Entitlement

LAC and Ganfeng have also agreed to the terms of the Ganfeng Offtake Entitlement, whereby Ganfeng will, subject to the satisfaction of certain conditions set out in the Ganfeng Investment Agreement, have the right to acquire 80% (amended from 70%, subject to completion of the BCP Investment Transaction) of LAC’s share of the Initial Stage production from the Cauchari-Olaroz Project for a period of 20 years following the commencement of commercial production. In connection with the execution of the BCP Investment Agreement, the Company amended the terms of the Ganfeng Investment Agreement, such that, subject to LAC’s completion of the BCP Investment Transaction, the Ganfeng Offtake Entitlement will be increased from 70% to 80% of LAC’s share of Initial Stage production from the Cauchari-Olaroz Project and Ganfeng agreed to vote in favour of the BCP Private Placement. Pricing and payment terms of the Ganfeng Offtake Entitlement will be the same as that applicable to SQM for its purchase of lithium carbonate production from the Cauchari-Olaroz Project, which is required to be equivalent to market prices and terms. The Ganfeng Offtake Entitlement will be conditional on satisfying all funding instalments under the Ganfeng Project Debt Facility. On the Ganfeng Closing Date, LAC and Ganfeng will enter into a definitive agreement for the Ganfeng Offtake Entitlement.

Investor Rights Agreement

On the Ganfeng Closing Date, LAC and Ganfeng will enter into an investor rights agreement (the “Ganfeng Investor Rights Agreement”), pursuant to which Ganfeng will also have the following rights, provided that it continues to hold not less than 15% of the Common Shares: (a) the right to add a nominee to the Board of Directors; (b) anti-dilution rights allowing it to maintain its equity ownership interest in LAC at 17.5% (amended from 19.9%, subject to completion of the BCP Investment Transaction), or such other percentage as determined in accordance with the terms and conditions of the Ganfeng Investor Rights Agreement, until March 31, 2019; and (c) a registration right for the sale of its Common Shares.

Minera Shareholder Agreement

On March 28, 2016, the Company announced a definitive agreement with SQM POTASIO S.A., a subsidiary of SQM to enter into the Cauchari Joint Venture. SQM contributed US$25,000,000 to Minera, a wholly owned subsidiary of the Company, in exchange for a 50% equity ownership in Minera.

The Cauchari Joint Venture is governed by a shareholders’ agreement which provides for (i) equal representation by the Company and SQM on its management committee, (ii) unanimous approval by the Company and SQM on budgets and timing of expenditures, (iii) the ability of the Company to purchase its share of production at market prices, and (iv) buyout and termination provisions in the event that SQM chooses not to proceed with the project.

Line of Credit Agreement

On December 15, 2015 the Company entered into a Line of Credit Agreement with Geologic whereby Geologic agreed to advance a US$5,000,000 Line of Credit to the Company with an interest rate of 1.25% per month, payable monthly in arrears.

The obligations under the Line of Credit were paid and the Line of Credit was terminated on April 2, 2016.

BCP Investment/Subscription Agreement

Pursuant to an investment and subscription agreement dated June 24, 2015 between the Company and BCP, the Company issued an aggregate of 9,214,211 subscription receipts at a price of US$0.54264 (subject to adjustment) per subscription receipts for aggregate gross proceeds of US$5 million. The company issued 3,023,125 Common Shares in satisfaction of those subscription receipts and the funds were released from escrow upon conversion of the subscription receipts in tranches in late 2016.

The Company has granted BCP a co-investment right which is exercisable until January 31, 2018, whereby it will be permitted, in the event of a Triggering Transaction, to subscribe for such number of securities that will result in the Subscriber holding that number of Common Shares that is equal to 19.9% of the issued and outstanding Common Shares (with such subscription being at the same price per security as the securities issuable pursuant to the Triggering Transaction, or at such lower price as mutually agreed). This option will expire on the earlier of March 31, 2019 and the date that a third party acquires or, pursuant to a bona fide irrevocable arm’s length offer, offers to acquire all of the Common Shares or substantially all of LAC’s assets. Upon the closing of the BCP Investment Agreement this right will be terminated.

INTERESTS OF EXPERTS

Mario Rossi, FAusIMM, of GeoSystems International, Inc.; and Timothy J. Carew, P. Geo, of SRK Consulting (Canada) Inc., prepared the Lithium Nevada TR.

Daron Abbey, M.Sc., P.Geo., of AquaResource; Roger Kelley, Chem. Eng., of ARA WorleyParsons and Mark King, Ph.D, P.Geo., of Groundwater Insight, Inc., prepared the Cauchari FS.

All technical and scientific information discussed in this AIF in respect of the Lithium Nevada Project has been reviewed and approved by Dennis Bryan, an employee of the Company, who is considered, by virtue of his education, experience and professional association, a QP for the purposes of NI 43-101.

All technical and scientific information discussed in this AIF in respect of the Cauchari-Olaroz Project has been reviewed and approved by Ernest Burga, a consultant of the Company, who is considered, by virtue of his education, experience and professional association, a QP for the purposes of NI 43-101.

The Company’s auditors, PwC, report that they are independent of the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

To the knowledge of the Company, none of the aforementioned firms or persons holds any registered or beneficial interest in any securities or other property of the Company.

ADDITIONAL INFORMATION

Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and options to purchase Common Shares of the Company and securities authorized for issuance under equity compensation plans is contained in the management proxy circular dated February 9, 2016 for the annual general meeting of the Company held on March 30, 2016, which is available on SEDAR at www.sedar.com . Additional financial information is contained in the Company’s comparative financial statements and MD&A as at and for the fifteen month period ended December 31, 2016 and the year ended September 30, 2015 and the interim periods ending March 31, 2016, June 30, 2016 and September 30, 2016, which are available on SEDAR at www.sedar.com . Additional information relating to the Company may be found on SEDAR at www.sedar.com .

SCHEDULE “A”

DEFINITIONS

Definitions

The abbreviations set forth below have the following meanings in this AIF, or in documents incorporated by reference in this AIF:

“ 2012 PFS ” means the preliminary feasibility study completed by Tetra Tech, Inc. on the Lithium Nevada Project dated January 27, 2012;

“ Act ” means the Securities Act (British Columbia), as amended, superseded or replaced from time to time;

“ ALS ” means ALS Chemex Labs Ltd. and its affiliates;

“ Argentina Principles ” means the guidelines of the Camara Argentina of Empresarios Mineros that have adopted the Towards Sustainable Mining, a corporate social responsibility program developed by the Mining Association of Canada to improve environmental and social practice in the mining industry;

“ Arrangement ” means the arrangement of LAC pursuant to the terms of a plan of arrangement whereby the Company acquired all of the issued and outstanding common shares of LAC through the issuance of Common Shares to the securityholders of LAC;

“ Arrangement Agreement ” means the arrangement agreement entered into between the Company and LAC dated June 30, 2015 whereby the parties agreed to the Arrangement;

“ ASA ” means Alex Steward Laboratories S.A. located in Mendoza, Argentina;

“ Bangchak ” means Bangchak Petroleum Public Company Limited;

“ BCBCA ” means the Business Corporations Act (British Columbia);

“ BCP ” means BCP Innovation PTE. Ltd., an affiliate of the Bangchak;

“ BCP Closing Date ” means the date the BCP Investment Transaction closes;

“ BCP Investment Agreement ” means the investment agreement entered into between LAC and BCP dated January 19, 2017;

“ BCP Investment Transaction ” means, collectively, the BCP Private Placement, BCP Project Debt Facility and BCP Offtake Entitlement;

“ BCP Investor Rights Agreement ” means the investor rights agreement to be entered into between LAC and BCP pursuant to the BCP Investment Agreement;

“ BCP Offtake Entitlement ” means BCP’s right to buy a fixed portion of the lithium carbonate production from the Cauchari-Olaroz Project pursuant to the BCP Investment Agreement;

“ BCP Private Placement ” means the private placement of 50,000,000 Common Shares to BCP at a price of $0.85 per Common Share for aggregate gross proceeds of $43,500,000;

“ BCP Project Debt Facility ” means the US$80 million project debt facility to be provided by BCP pursuant to the BCP Investment Agreement;

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“ BCP SR Private Placement ” means the non-brokered private placement of 9,214,211 subscription receipts to BCP at a price of US$0.54264 per subscription receipt;

“ BLM ” means the U.S. Department of the Interior Bureau of Land Management;

“ Board of Directors ” means the board of directors of the Company;

“ BPM ” means Bentonite Performance Minerals;

“ CaCl ₂ ” means calcium chloride;

“ CaO ” means calcium oxide;

“ Cauchari Joint Venture ” means the 50/50 joint venture between the Company and SQM on the Cauchari-Olaroz Project;

“ Cauchari-Olaroz Project ” means the Company’s Cauchari-Olaroz brine lithium project located in the province of Jujuy in Northwest Argentina;

“ Chevron ” means Chevron Resources Company;

“ CIM ” means Canadian Institute of Mining, Metallurgy and Petroleum;

“ CIM Definition Standards ” means the CIM Definition Standards on Mineral Resources and Reserves;

“ claims ” means unpatented mining claims granted pursuant to the Mining Act;

“ Common Shares ” means the common shares of the Company;

“ Company ” or “ LAC ” means Lithium Americas Corp., formerly Western Lithium USA Corporation and, as the context requires, its subsidiaries;

“ Convertible Security Funding Agreement ” means the convertible security funding agreement between the Company and an entity managed by Lind dated April 30, 2015;

“ Co-operation Agreement ” means the agreement entered into between POSCO and LAC on January 17, 2014 pursuant to which POSCO, LAC and Minera assigned business responsibilities with respect to the development of the Cauchari-Olaroz Project, which subsequently lapsed in December 2015;

“ Cyprus ” means Cyprus Gold Exploration Corporation;

“ Delmon ” means The Delmon Group of Companies;

“ EIS ” means the Environmental Impact Statement prepared for the Cauchari-Olaroz Project;

“ Exchange ” means the Toronto Stock Exchange;

“ Fernley Facility ” means the RheoMinerals ^TM Business manufacturing facility based in Fernley, Nevada;

“ Former LAC ” means Lithium Americas Corp.; which company became a wholly owned subsidiary of the Company pursuant to the Arrangement. References to LAC in this AIF are to the publicly traded entity as it existed prior to the Arrangement;

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“ Ganfeng ” means GFL International Co., Ltd.;

“ Ganfeng Closing Date ” means the date the Ganfeng Investment Transaction closes;

“ Ganfeng Investment Agreement ” means the investment agreement entered into between LAC and Ganfeng dated January 17, 2017 and as amended on January 19, 2017;

“ Ganfeng Investment Transaction ” means, collectively, the Ganfeng Private Placement, Ganfeng Project Debt Facility and Ganfeng Offtake Entitlement;

“ Ganfeng Investor Rights Agreement ” means the investor rights agreement to be entered into between LAC and Ganfeng pursuant to the Ganfeng Investment Agreement;

“ Ganfeng Offtake Entitlement ” means Ganfeng’s right to buy a fixed portion of the lithium carbonate production from the Cauchari-Olaroz Project pursuant to the Ganfeng Investment Agreement;

“ Ganfeng Private Placement ” means the private placement of 75,000,000 Common Shares to Ganfeng at a price of $0.85 per Common Share for aggregate gross proceeds of $63,750,000;

“ Ganfeng Project Debt Facility ” means the US$125 million project debt facility to be provided by Ganfeng pursuant to the Ganfeng Investment Agreement;

“ GCL ” means geosynthetic clay liners;

“ Geologic ” means Geologic Resource Partners LLC;

“ GOCL ” means geosynthetic organophilic clay liners;

“ GSI ” means GeoSystems International, Inc.;

“ ha ” means hectares;

“ Initial Stage ” means the initial stage of development at the Cauchari-Olaroz Project;

“ Investment Transactions ” means, collectively, the BCP Investment Transaction and the Ganfeng Investment Transaction;

“ IRR ” means internal rate of return;

“ JEMSE LOI ” means the letter of intent between JEMSE and LAC dated November 2012 whereby JEMSE may acquire an equity interest in the Cauchari-Olaroz Project in exchange for providing management services to develop the Cauchari-Olaroz Project;

“ K ” means potassium;

“ km ” means kilometre;

“ K-UTEC ” means K-UTEC Salt Technologies;

“ KVP ” means KV Project LLC, a limited liability company managed by Western Lithium Nevada;

“ LAC Rights Offering ” means the rights offering conducted by LAC in March 2014 whereby LAC raised gross proceeds of $18.55 million by issuing 65,120,902 Common Shares under a basic subscription

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privilege extended to rights holders (representing over 84% of the total shares on offer) with 12,187,579 additional Common Share issued pursuant to exercises of the additional subscription privilege;

“ LCE ” means lithium carbonate equivalent. Lithium is converted to lithium carbonate (Li2CO3) by multiplying lithium by 5.323;

“ Leasing Act ” means the Mineral Lands Leasing Act of 1920, as amended;

“ Li ” means lithium;

“ LiKSO ₄ ” means pyroelectric lithium potassium sulphate;

“ Lind ” means The Lind Partners LLC, a New York based asset management firm;

“ Line of Credit ” means the line of credit advanced pursuant to the Line of Credit Agreement;

“ Line of Credit Agreement ” means the line of credit agreement entered into between the Company and Geologic on December 15, 2015 whereby Geologic agreed to advance a US$5,000,000 line of credit to the Company with an interest rate of 1.25% per month, payable monthly in arrears;

“ Listed Warrants ” means the Common Share purchase warrants of the Company traded on the Exchange under the symbol LAC.WT, which each entitle the holder to acquire one Common Share at a price of $0.90 at any time prior to June 9, 2017;

“ Lithium Americas Shares ” means the common shares of Former LAC;

“ Lithium Nevada ” means Lithium Nevada Corp., formerly Western Lithium Corporation, a wholly-owned subsidiary of the Company;

“ Lithium Nevada Project ” means the Company’s mineral property, consisting of five clay lenses hosting significant lithium mineralization located in Humboldt County, Nevada;

“ Lithium Nevada TR ” means the technical report entitled “Independent Technical Report for the Lithium Nevada Property, Nevada, USA” dated June 2, 2016;

“ Los Boros ” means Grupo Minero Los Boros S.A.;

“ Los Boros Option Agreement ” means the option agreement between Minera and Los Boros entered into on March 28, 2016;

“ m ” means metre;

“ Mg” means milligrams;

“ Mg/L ” means milligrams per litre;

“ Minera ” means Minera Exar S.A., the Company’s 50% joint venture subsidiary incorporated under the laws of Argentina through which it holds its interest in the Cauchari-Olaroz Project;

“ Mining Act ” means the U.S. General Mining Act of 1872 , also known as the Mining Law of 1872, as amended;

“ MLLA ” means the Mineral Lands Leasing Act of 1920 , as amended;

“ Na ” means sodium;

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“ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

“ NI 52-110 ” means National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators;

“ Orion ” means Orion Mine Finance Fund I, formerly RK Mine Finance (Master) Fund II L.P.;

“ PAEE ” means the preliminary assessment and economic evaluation completed by URS dated January 22, 2010;

“ pH ” means the measure of acidity/alkalinity of an aqueous solution;

“ PLS ” means the pregnant leach solution;

“ ppm ” means parts per million;

“ PoO ” means a plan of operation submitted to the BLM and the Nevada Division of Environmental Protection in respect of a proposed mineral project;

“ QA/QC ” means quality assurance and quality control;

“ QP ” means a qualified person as defined under NI 43-101;

“ RC ” means reverse circulation;

“ Reserva ” means Reserva International LLC;

“ RheoMinerals™ ” means organophilic clay-based products being developed by RheoMinerals Inc.;

“ RheoMinerals™ Business ” means the RheoMinerals™ business operated by RheoMinerals Inc.;

“ Royalty Amending Agreement ” means the amendment to the royalty purchase agreement dated September 20, 2013, whereby the Company, Western Lithium Corporation, KVP and Orion amended the terms of the Royalty Purchase Agreement;

“ Royalty Purchase Agreement ” means the royalty purchase agreement dated February 4, 2013 among the Company, Western Lithium Corporation, KVP and Orion pursuant to which Orion agreed to pay to the Company up to US$20 million, subsequently increased to US$22 million, in consideration for the sale of a royalty on its Lithium Nevada Project;

“ Social Responsibility Plan ” means the social responsibility plan developed to incorporate best practices on these matters and prepared in accordance with the Argentina Principles, at the Cauchari-Olaroz Project;

“ SQM ” means Sociedad Química y Minera de Chile S.A.;

“ Stage 1 ” means the initial 25,000 TPA of lithium carbonate production capacity to be covered in the Stage 1 DFS;

“ Stage 1 DFS ” means an updated feasibility study to be completed on the Cauchari-Olaroz Project;

“ Stage 1 Lens ” means one of the five clay lenses at the Lithium Nevada Project where the Company has completed a pre-feasibility study and declared lithium reserves and resources;

“ Stage 2 Lens ” means one of the five clay lenses at the Lithium Nevada Project where the Company has declared a lithium resource;

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“ Technical Assistance and Royalty Agreement ” means the technical assistance and royalty agreement entered into between Delmon Co Ltd. and RMI on November 17, 2017;

“ TOLSA ” means TOLSA, S.A.;

“ TPA ” means tonnes per annum;

“ Triggering Transaction ” means a subscription for equity securities issued by the Company to one or more financial or strategic investors (including but not limited BCP, an affiliate of BCP, or its designated nominee), in one or a series of transactions, in which the aggregate subscription amount for the equity securities issued is no less than $100,000,000;

“ URS ” means the URS Energy and Construction, Inc.;

“ USBM ” means the US Bureau of Mines;

“ USGS ” means the U.S. Geological Survey; and

“ WEDC ” means Western Energy Developmental Corporation, a wholly owned subsidiary of Kaizen Discovery Inc.

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SCHEDULE “B”

AUDIT COMMITTEE CHARTER

The audit committee is a committee of the board of directors to which the board delegates its responsibilities for the oversight of the accounting and financial reporting process and financial statement audits.

The audit committee will:

(a)

review and report to the board of directors of the Company on the following before they are published:

(i)

the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102) of the Company,

(ii)

the auditor’s report, if any, prepared in relation to those financial statements;

(b)

review the Company’s annual and interim earnings press releases before the Company publicly discloses this information;

(c)

satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the adequacy of those procedures;

(d)

recommend to the board of directors:

(i)

the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and

(ii)

the compensation of the external auditor;

(e)

oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;`

(f)

monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that management and the board of directors have established;

(g)

monitor the management of the principal risks that could impact the financial reporting of the Company;

(h)

establish procedures for:

(iii)

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and

(iv)

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

(i)

authorize the committee Chair to pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor, subject to the

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committee

Chair reporting the pre-approval(s) to the committee at the committee meeting subsequent to the said approval(s);

(j)

review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company; and

(k)

with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officer and Chief Financial Officer to comply with Multilateral Instrument 52-109.

Composition of the Committee

The committee will be composed of three directors from the Company’s board of directors, all of whom are independent.

All members of the committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the committee is not financially literate as required, the person will be provided a three month period in which to achieve the required level of literacy.

Authority

The committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors.

The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.

Reporting

The reporting obligations of the committee will include:

reporting to the board of directors on the proceedings of each committee meeting and on the committee’s recommendations at the next regularly scheduled directors’ meeting; and

reviewing, and reporting to the board of directors on its concurrence with, the disclosure required by Form 52-110F2 in any management information circular prepared by the Company.

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Exhibit 4.2

LOGO

LITHIUM AMERICAS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

(Expressed in US Dollars)

LOGO

March 28, 2017

Independent Auditor’s Report

To the Shareholders of Lithium Americas Corp.

We have audited the accompanying consolidated financial statements of Lithium Americas Corp., which comprise the consolidated statements of financial position as at December 31, 2016 and September 30, 2015 and the consolidated statements of comprehensive (loss)/income, changes in equity and cash flows for the fifteen month period ended December 31, 2016 and year ended September 30, 2015, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7

T: +1 604 806 7000, F: +1 604 806 7806

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

LOGO

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Lithium Americas Corp. as at December 31, 2016 and September 30, 2015 and its financial performance and its cash flows for the fifteen month period ended December 31, 2016 and year ended September 30, 2015 in accordance with International Financial Reporting Standards.

(signed) “PricewaterhouseCoopers LLP”

Chartered Professional Accountants

LITHIUM AMERICAS CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands of US dollars)



	December 31,			September 30,
	2016			2015
	$			$

CURRENT ASSETS
Cash and cash equivalents		8,056			5,552
Escrow deposit (Note 4)		833			—
Receivables, prepaids and deposits		979			1,077
Inventories		531			426

		10,399			7,055

NON-CURRENT ASSETS
Restricted cash		150			150
Escrow deposit (Note 4)		1,667			—
Property, plant and equipment (Note 5)		18,502			18,713
Exploration and evaluation assets (Note 6)		1,447			42,623
Investment in Joint Venture (Note 4)		13,136			—

		34,902			61,486

TOTAL ASSETS		45,301			68,541

CURRENT LIABILITIES
Accounts payable and accrued liabilities		1,637			3,285
Convertible security (Note 8)		—			2,772
Current portion of long-term borrowing (Note 7)		125			117
Obligation under finance leases		44			41

		1,806			6,215

LONG-TERM LIABILITIES
Long-term borrowing (Note 7)		833			988
Obligation under finance leases		69			123
Decommissioning provision		170			300

		1,072			1,411

TOTAL LIABILITIES		2,878			7,626

SHAREHOLDERS’ EQUITY
Share capital		108,670			99,318
Contributed surplus		11,948			10,847
Accumulated other comprehensive loss		(2,124	)		(903	)
Deficit		(76,071	)		(48,347	)

TOTAL SHAREHOLDERS’ EQUITY		42,423			60,915

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY		45,301			68,541

Change in year-end (Note 1)

Approved for issuance on March 27, 2017

On behalf of the Board of Directors:

“Lenard F. Boggio” Director “George Ireland” Director

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUM AMERICAS CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in thousands of US dollars, except per share amounts; shares in thousands)


	Fifteen months ended			Twelve months ended
	December 31,			September 30,
	2016			2015
	$			$

ORGANOCLAY SALES		1,154			—
COST OF SALES
Production costs		(1,497	)		—
Inventories write down		(648	)		—
Depreciation		(476	)		—

Total cost of sales		(2,621	)		—

GROSS LOSS		(1,467	)		—

EXPENSES
Exploration expenditures (Note 13)		(3,448	)		(2,087	)
Organoclay research and development		(536	)		(434	)
General and administrative (Note 11)		(6,448	)		(3,515	)
Share of loss in Joint Venture		(3,987	)		—
Stock-based compensation (Note 9)		(3,193	)		(567	)

		(17,612	)		(6,603	)

OTHER ITEMS
Foreign exchange gain/(loss)		351			(284	)
Convertible security accretion (Note 8)		(806	)		(748	)
Loss on sale of 50% interest in Minera Exar (Note 4)		(9,015	)		—
Other income (Note 12)		825			80

		(8,645	)		(952	)

NET LOSS		(27,724	)		(7,555	)

OTHER COMPREHENSIVE LOSS
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO NET LOSS
Reclassification of cumulative translation adjustment on sale of 50% interest in Minera Exar (Note 4)		15,098			—
Unrealized loss on translation to reporting currency		(16,319	)		(566	)

		(1,221	)		(566	)
TOTAL COMPREHENSIVE LOSS		(28,945	)		(8,121	)

LOSS PER SHARE - BASIC AND DILUTED		(0.09	)		(0.06	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		291,801			133,168

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUM AMERICAS CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of US dollars and shares in thousands)



	Share capital
									Accumulated
									other
						Contributed			comprehensive						Shareholders’
	Number		Amount			surplus			loss			Deficit			equity
	of Shares		$			$			$			$			$

Authorized share capital: Unlimited common shares without par value

Balance, September 30, 2015		266,485		99,318			10,847			(903	)		(48,347	)		60,915
Shares issued on exercise of stock options (Note 9)		6,133		2,106			(1,300	)		—			—			806
Shares issued on exercise of warrants (Note 9)		2,034		1,256			(107	)		—			—			1,149
Shares issued on conversion of restricted shares (Note 9)		1,913		757			(707	)		—			—			50
Deferred salaries and directors fees (Note 9)		—		—			22									22
Shares issued for equity financing (Note 9)		17,263		3,500			—			—			—			3,500
Share issuance costs (Note 9)		—		(191	)		—			—			—			(191	)
Shares issued for convertible security (Note 8)		8,038		1,924			—			—			—			1,924
Stock-based compensation		—		—			3,193			—			—			3,193
Net loss		—		—			—			—			(27,724	)		(27,724	)
Other comprehensive loss		—		—			—			(1,221	)		—			(1,221	)

Balance, December 31, 2016		301,866		108,670			11,948			(2,124	)		(76,071	)		42,423

Balance, September 30, 2014		119,235		53,036			9,176			(337	)		(40,792	)		21,083
Shares issued on exercise of stock options (Note 9)		980		347			(145	)		—			—			202
Shares issued on exercise of warrants (Note 9)		148		98			(12	)		—			—			86
Shares issued for equity financing (Note 9)		14,437		7,987			—			—			—			7,987
Share issuance cost		—		(950	)		119			—			—			(831	)
Shares, replacement options and warrants issued to acquire net assets of Lithium Americas Corp. (Note 9)		130,847		38,447			906			—			—			39,353
Warrants issued for convertible security		—		—			236			—			—			236
Shares issued for convertible security exercise (Note 8)		838		353			—			—			—			353
Stock-based compensation		—		—			567			—			—			567
Net loss		—		—			—			—			(7,555	)		(7,555	)
Other comprehensive loss		—		—			—			(566	)		—			(566	)

Balance, September 30, 2015		266,485		99,318			10,847			(903	)		(48,347	)		60,915

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUM AMERICAS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of US dollars)



	For the fifteen months			For the twelve months
	ended December 31,			ended September 30,
	2016			2015
	$			$

OPERATING ACTIVITIES
Net loss for the period		(27,724	)		(7,555	)
Items not affecting cash:
Stock-based compensation		3,193			567
Depreciation		894			151
Foreign exchange (gain)/loss		(351	)		284
Share of loss in Joint Venture		3,987			—
Convertible security accretion		806			748
Loss on sale of 50% interest in Minera Exar		8,374			—
Inventories write down		648			—
Other income		(627	)		(51	)
Changes in non-cash working capital items:
Decrease in receivables, prepaids and deposits		40			18
Decrease/(increase) in inventories		88			(382	)
Decrease in accounts payable and accrued liabilities		(640	)		(493	)

Net cash used in operating activities		(11,312	)		(6,713	)

INVESTING ACTIVITIES
Additions to exploration and evaluation assets (Note 6 and 15)		(991	)		(502	)
Cash received from Joint Venture, net		14,661			—
Escrow deposit		(2,500	)		—
Cash acquired from plan of arrangement		—			66
Additions to property, plant and equipment (Note 5)		(640	)		(3,858	)

Net cash provided by/(used) in investing activities		10,530			(4,294	)

FINANCING ACTIVITIES
Proceeds from stock options exercises		806			202
Proceeds from warrants exercises		1,149			86
(Repayment of)/net proceeds from convertible security funding		(1,653	)		2,613
Net proceeds from equity financing (Note 9)		3,482			5,827
Proceed from subscription receipts		—			1,404
Finance lease repayments		(52	)		(36	)
Repayment of long-term borrowing		(147	)		(111	)

Net cash provided by financing activities		3,585			9,985

EFFECT OF FOREIGN EXCHANGE ON CASH		(299	)		(586	)

CHANGE IN CASH AND CASH EQUIVALENTS		2,504			(1,608	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		5,552			7,160

CASH AND CASH EQUIVALENTS - END OF PERIOD		8,056			5,552

Supplemental disclosure with respect to cash flows (Note 15)

The accompanying notes are an integral part of these consolidated financial statements.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

1.	NATURE OF OPERATIONS AND CHANGE IN YEAR-END

Effective March 22, 2016, Western Lithium USA Corp. changed its corporate name to Lithium Americas Corp. (“Lithium Americas” or the “Company”). Lithium Americas is a Canadian based resource company focused on advancing two significant lithium projects, the Cauchari-Olaroz project, located in Jujuy province of Argentina, and the Lithium Nevada project (formerly the Kings Valley project), located in north-western Nevada, USA, and on the manufacturing and sales of organoclay products.

On March 28, 2016, the Company signed an agreement with SQM POTASIO S.A. (“SQM”) to form a 50/50 joint venture (the “Joint Venture”) on the Cauchari-Olaroz project (Note 4).

The Company’s organoclay plant located in Fernley, Nevada, USA manufactures specialty organoclay products, derived from clays, for sale to the oil and gas and other sectors.

The Company’s head office, principal address, and registered and records office is Suite 1100-355 Burrard Street, Vancouver, British Columbia, Canada, V6C 2G8.

To date, the Company has not generated significant revenues from operations and has relied on equity and other financings to fund operations. The underlying value of exploration and evaluation assets is entirely dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain the necessary financing to complete permitting, development, and to attain future profitable operations.

The Company has changed its fiscal year end from September 30 to December 31, effective 2016, so the transitional fiscal year end is for the fifteen-month period from October 1, 2015 to December 31, 2016. The Company changed its year end in order to align it with the Joint Venture for reporting and planning purposes as well as to bring its financial reporting timetable in line with the other companies in the industry.

2.	BASIS OF PREPARATION AND PRESENTATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved for issuance by the Board of Directors on March 27, 2017.

These consolidated financial statements are expressed in US dollars, the Company’s presentation currency, and have been prepared on a historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The accounting policies set out in Note 3 have been applied consistently to all years presented in these consolidated financial statements as if the polices have always been in effect.

3.	SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

Accounting standards and amendments issued but not yet adopted

IFRS 9, Financial Instruments (“IFRS 9”), addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in International Accounting Standard (“IAS”) 39 that relates to the classification and measurement of financial instruments.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting standards and amendments issued but not yet adopted (continued)

IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortized cost, fair value through other comprehensive income (“OCI”) and fair value through profit and loss (“FVTPL”). There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39.

For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in OCI, for liabilities designated as FVTPL. The standard is effective for accounting periods beginning on or after January 1, 2018. Early adoption is permitted. The Company is assessing the impact of IFRS 9.

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”), deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. IFRS 15 was issued in May 2014 by the IASB. Under IFRS 15, revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18, Revenue, and IAS 11, Construction Contracts, and related interpretations. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. While the Company is continuing to assess the impact of IFRS 15, the Company does not anticipate any significant changes in the gross amounts of revenue recognized or in the timing of revenue recognition under the new standard.

IFRS 16, Leases (“IFRS 16”), was issued in January 2016 by the IASB. According to the new standard, all leases will be on the statement of financial position of lessees, except those that meet the limited exception criteria. The standard is effective for annual periods beginning on or after January 1, 2019. The Company has yet to assess the full impact of IFRS 16.

Critical Accounting Estimates and Judgements

The preparation of these financial statements in conformity with IFRS requires judgments, estimates, and assumptions that affect the amounts reported. Those estimates and assumptions concerning the future may differ from actual results. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting judgments pertain to accounting policies that have been identified as being complex or involving subjective judgments or assessments, as follows:

The first test shipment of organoclay products from the Company’s plant in Fernley, Nevada was in January 2015. Construction, commissioning and testing continued to March 2016. When a project nears the end of construction, management has to exercise judgment to determine the date in which the asset was in the location and condition necessary to operate as intended by management. The identification of this date is important since it establishes the point in time at which costs cease to be capitalized unless they provide an enhancement to the economic benefits of the asset, processing costs begin to stabilize, the capitalization of pre-start-up revenue ceases and depreciation of the asset commences. Management determined that the plant was completed and ready for use on April 1, 2016, accordingly, revenues and costs of sales were recorded commencing April 1, 2016. Prior to April 1, 2016, sales of organoclay products amounted to $688 and were accounted for as a reduction of the capitalized costs of organoclay plant property, plant and equipment.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

Functional and Presentation Currency

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars.

Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the statement of comprehensive (loss)/income in the period in which they arise.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income/(loss) in the statement of comprehensive (loss)/income to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income/(loss). Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

Parent and Subsidiary Companies

The financial results and position of operations whose functional currency is different from the presentation currency are translated as follows:

•

assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and

•

income and expenses are translated at the average exchange rate during the transaction period.

Exchange differences are transferred directly to the statement of comprehensive (loss)/income and are reported as a separate component of shareholders’ equity titled “Accumulated other comprehensive income/(loss)”. These differences are recognized in the profit or loss in the period in which the operation is disposed of.

Provisions

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Principles of Consolidation

The consolidated financial statements contained herein include the accounts of Lithium Americas Corp. and its wholly-owned USA subsidiaries Lithium Nevada Corp. (formerly Western Lithium Corporation), KV Project LLC, and RheoMinerals Inc. (formerly Hectatone Inc.), and Canadian wholly-owned subsidiary 2265866 Ontario Inc. All inter-company transactions and balances have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held with banks and highly liquid short-term investments in high interest saving accounts which can be withdrawn at any time, which is subject to an insignificant risk of changes in value.

Exploration and Evaluation Assets

Exploration expenditures not including the acquisition costs and claim maintenance costs are expensed as incurred until an economic feasibility study has established the presence of proven and probable reserves and development of the project has commenced, at which time exploration and development expenditures incurred on the property thereafter are capitalized.

Costs incurred relating to the acquisition and claim maintenance of mineral properties, including option payments and annual fees to maintain the property in good standing, are capitalized and deferred by property until the project to which they relate is sold, abandoned, impaired or placed into production. After recognition, the Company uses the cost model for exploration and evaluation assets.

The Company assesses its capitalized mineral property costs for indications of impairment on each balance sheet date and when events and circumstances indicate a risk of impairment. A property is written down or written off when the Company determines that an impairment of value has occurred or when exploration results indicate that no further work is warranted.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers, or title may be affected by undetected defects.

Property, Plant and Equipment

On initial recognition, property, plant and equipment are valued at cost. Cost includes the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs. During the development and commissioning phase, pre-production expenditures, net of incidental proceeds from sales during this period, are capitalized to the asset under construction and equipment. Capitalization of costs incurred ceases when commercial production commences in the manner intended by management. The Company applies judgment in its assessment of when the asset is capable of operating in the manner intended by management.

Property, plant and equipment are subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses, with the exception of land which is not depreciated. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or major components.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, Plant and Equipment (continued)

Property, plant and equipment that are currently in use are depreciated as follows:

•

Organoclay plant – straight-line basis over the estimated useful life of 20 years;

•

Buildings – straight-line basis over the estimated useful life of 20 years;

•

Organoclay plant equipment included in “Equipment and machinery” – straight line basis over the estimated life of 5-20 years;

•

Lithium demo plant equipment included in “Equipment and machinery” – straight-line basis over the estimated useful life of 10 years;

•

Office equipment included in “Other” – declining balance method at 20% annual rate; and

•

Other equipment included in “Other” – straight-line basis over the estimated useful life of 7-15 years.

The assets’ residual values, useful lives and depreciation methods are reviewed and adjusted, if appropriate, at each financial year-end. The gain or loss arising on the disposal of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in profit and loss.

Impairment of Property, Plant and Equipment

Property, plant and equipment are assessed for impairment indicators at each reporting date or when an impairment indicator arises if not at a reporting date. Impairment indicators are evaluated and, if considered necessary, an impairment assessment is carried out. If an impairment loss is identified, it is recognized for the amount by which the asset’s carrying amount exceeds it recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). These are typically individual mines, plants or development projects.

Where the factors which resulted in an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Leased Assets

Finance leases, which transfer to the Company substantially all the risks and rewards incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. The corresponding lease commitment is shown as a liability. Lease payments are apportioned between capital and interest. Interest charges are capitalized to asset under construction during the development and commissioning phase. The capital element reduces the balance owed to the lessor.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories

Organoclay products, in-process and stockpile inventories are recorded at the lower of average cost and net realizable value. The cost of finished goods and work-in-progress is determined by the weighted average cost method comprises raw materials, direct labour, and other direct costs, as well as related production overheads including applicable depreciation on property, plant and equipment. Net realizable value is the estimated selling price less applicable selling expenses. When inventories have been written down to net realizable value, a new assessment of net realizable value is made in each subsequent period. When the circumstances that caused the write down no longer exist, the amount of the write down is reversed. Materials and supplies inventories are valued at the lower of average cost and net realizable value. Cost includes acquisition, freight and other directly attributable costs.

Investments in Joint Arrangements

A joint arrangement is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control such that significant operating and financial decisions require the unanimous consent of the parties sharing control. The Company’s arrangement with respect to Cauchari-Olaroz project is classified as a joint venture and is accounted for using the equity method. The equity method involves recording the initial investment at cost. When a joint venture is formed from a previous investment in a subsidiary, the Company made a policy choice decision to recognize a gain or loss on change of control in relation to the portion of the investment no longer owned based upon the carrying value of the assets. Additional funding into an investee is recorded as an increase in the carrying value of the investment. The carrying amount is adjusted by the Company’s share of a joint venture’s net income or loss, depreciation, amortization or impairment. When the Company’s share of losses of a joint venture exceeds the Company’s carrying value of the investment, the Company discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the joint venture.

Financial Instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

All of the Company’s financial instruments are classified into one of the following categories: loans and receivables, other financial liabilities or embedded derivatives separated from other financial liabilities. All financial instruments are measured in the statement of financial position at fair value initially. Loans and receivables and other financial liabilities are subsequently measured at amortized cost.

The Company does not use derivative instruments or hedges to manage risks.

Cash and cash equivalents and receivables have been classified as loans and receivables and are included in current assets due to their short-term nature. The Company’s other financial liabilities include accounts payable and accrued liabilities, long-term borrowing, convertible security, and obligation under finance leases.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets requiring a substantial period of time to get ready for their intended use or sale are capitalized as part of the cost of that asset.

Provisions for Close Down and Restoration and for Environmental Cleanup Costs

Close down and restoration costs include dismantling and demolition of infrastructure and the removal of residual materials and remediation of disturbed areas. Estimated close down and restoration costs are provided for in the accounting period when the obligation arising from the related disturbance occurs, based on the net present value of estimated future costs. The cost estimates are updated during the life of the operation to reflect known development, such as revisions to cost estimates and to the estimated lives of the operations, and are subject to formal reviews at regular intervals. The initial closure provision together with changes resulting from changes in estimated cash flows or discount rates are capitalized within capital assets. These costs are then depreciated over the lives of the asset to which they relate, typically using the units of production method. The amortization or unwinding of the discount applied in establishing the net present value of provisions is charged to the statement of comprehensive (loss)/income as a financing cost. Provision is made for the estimated present value of the costs of environmental cleanup obligations outstanding at the statement of financial position date.

Income Taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting or taxable loss, nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is not recorded.

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings/(Loss) per Share

Basic earnings/(loss) per share is computed by dividing net loss attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reporting period. The diluted loss per share calculation is based on the weighted average number of common shares outstanding during the period, plus the effects of dilutive common share equivalents. This method requires that the dilutive effect of outstanding options and warrants issued should be calculated using the treasury stock method. This method assumes that all common share equivalents have been exercised at the beginning of the period (or at the time of issuance, if later), and that the funds obtained thereby were used to purchase common shares of the Company at the average trading price of the common shares during the period, but only if dilutive.

Stock-Based Compensation

The Company grants stock options to buy common shares of the Company to directors, officers, employees and service providers. The fair value of stock options granted by the Company is treated as compensation costs in accordance with IFRS 2, Share-based Payment . These costs are charged to the statement of comprehensive (loss)/income over the stock option vesting period.

Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest, by increasing contributed surplus. The number of awards expected to vest is reviewed at least annually with any impact being recognized immediately. Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of comprehensive (loss)/income, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

Share-based payments

During the fifteen-month period ended December 31, 2016, the Company implemented a new equity incentive plan that allows the grant of restricted shares and deferred share units. The cost of equity-settled payment arrangements is recorded based on the estimated fair value at the grant date and charged to earning over the vesting period.

Organoclay Product Development

Expenditure on research activities related to the obtaining of new scientific or technical knowledge is expensed as incurred. Expenditure on development activities, whereby the research results or other knowledge is applied to accomplish new or improved products or processes, is recognized as an intangible asset in the statement of financial position, provided the product or process is technically and commercially feasible and the Company has sufficient resources to complete development, and is subsequently able to use or sell the intangible asset. The carrying amount includes the directly attributable expenditure, such as the cost of materials and services, costs of employee benefits, fees to register intellectual property rights and amortization of patents and licenses. In the statement of financial position, product development will be stated at cost less accumulated amortization and any impairment losses.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Valuation of Equity Units Issued in Private Placements

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value to the less easily measurable component. The fair value of the common shares issued in the private placements was determined to be the more easily measurable component, and they were valued at their fair value, as determined by the closing quoted bid price. The balance, if any, was allocated to the attached warrants. The value attributed to the warrants is recorded as contributed surplus. If the warrants are exercised, the value attributed to the warrants is transferred to share capital.

Revenue

Organoclay products revenue is recognized when it is probable that the economic benefits will flow to the Company, risks and rewards of ownership are transferred to the customer, delivery has occurred, the sales price is reasonably determinable, and collectability is reasonably assured. These criteria are generally met at the time the product is shipped and delivered to the customer and, depending on the delivery conditions, title and risk have passed to the customer and acceptance of the product, when contractually required, has been obtained. Revenue is measured based on the price specified in the sales contract, net of discounts, at the time of sale.

4.	INVESTMENT IN JOINT VENTURE

On March 28, 2016, the Company entered into an agreement with SQM to form a 50/50 Joint Venture on the Cauchari-Olaroz project in Jujuy, Argentina. SQM contributed $25,000 to Minera Exar S.A. (“Minera Exar”), a wholly owned subsidiary of Lithium Americas, in exchange for a 50% equity interest in Minera Exar. Following receipt of the contribution, Minera Exar repaid loans and advances from Lithium Americas in the amount of $15,000. The remaining $10,000 was for use by the Joint Venture to fund certain project development costs.

The Joint Venture is governed by a Shareholders Agreement which provides for (i) equal representation by the Company and SQM on its Management Committee, (ii) unanimous approval by the Company and SQM on budgets and timing of expenditures, (iii) the ability of the Company to take its share of any production in kind and (iv) buyout and termination provisions in the event that SQM chooses not to proceed with the project.

The Company recorded a $9,015 loss on sale of its 50% equity interest in Minera Exar as follows:



SQM contribution for 50% equity interest in Minera Exar	$	25,000
SQM’s 50% contribution for Joint Venture project development		(5,000	)
Minera Exar’s 50% of net assets at the time of disposition		(13,276	)
Transaction costs		(641	)
Cumulative foreign exchange amount		(15,098	)

Loss on sale of 50% interest in Minera Exar	$	(9,015	)

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

4.	INVESTMENT IN JOINT VENTURE (continued)

SQM and the Company also entered into an Escrow Agreement requiring the Company to deposit $2,500 of the $15,000 contribution (the “Escrow Amount”) into an escrow account. Subject to certain provisions, the Escrow Amount will be released to the Company over three years as follows: $833 on March 28, 2017, $833 on March 28, 2018, and $833 on March 28, 2019. The Escrow Amount can be used to pay certain contingent liabilities of Minera Exar, if any arise, related to the actions prior to the Joint Venture formation. The Company has also provided a guarantee for up to $354 in transaction related costs in the event that such costs arise in the future.

The changes in investment in the Joint Venture since initial contribution are as follows:



	For the fifteen months ended
	December 31, 2016

Initial contribution to Joint Venture – March 28, 2016		$
50% of net asset value of Minera Exar		13,276
50% of contribution for Joint Venture project development		5,000

Total initial contribution		18,276

Share of loss of Joint Venture		(3,987	)
Translation adjustment		(1,153	)

Investment in Joint Venture – December 31, 2016		13,136

The following amounts represent the amounts presented in the financial statements of Minera Exar. They have been amended to reflect adjustments made by Lithium Americas using the equity method and modifications for differences in accounting policies.



	December 31, 2016
	$

Current assets
Cash and cash equivalents		3,119
Other current assets		1,281

Total current assets		4,400
Non-current assets		28,261
Current liabilities		(6,268	)
Non-current liabilities		(121	)

Net assets		26,272



Summarized statement of loss from operations	For the period March 28- December 31, 2016
	$

Interest income		(14	)
Other income		(94	)
Depreciation		24
Exploration expenditures		8,060

Loss from continuing operations		7,976

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

4.	INVESTMENT IN JOINT VENTURE (continued)

Joint Venture Commitments and Contingencies

As at December 31, 2016, the Company’s 50% portion of the Joint Venture’s commitments and contingencies are as follows:

•

Annual royalty of $100 due in May of every year and expiring in 2041;

•

Aboriginal programs agreements with six communities located in the Cauchari-Olaroz project area have terms from five to thirty years. The annual fees due are $269 between 2017 and 2021 and $2,308 between 2021 and 2055, assuming that these payments will be extended for the life of the project. These payments will be incurred only if the Joint Venture starts production.

In calendar 2014, a legal claim for $340 was initiated against Minera Exar, related to the fulfillment of contract and damages associated with an exploration contract with the option to acquire mining rights on a lime deposit in Argentina. This lime deposit is unrelated to Minera Exar’s principal lithium properties. Management is currently consulting with legal counsel to determine the validity and assessment of the claim. A $340 lien was applied on certain bank accounts of Minera Exar related to this matter. The lien was subsequently removed and replaced with an insurance policy.

Los Boros Option Agreement

On March 28, 2016, the Joint Venture entered into a purchase option agreement (“Option Agreement”) with Grupo Minero Los Boros (“Los Boros”) for the transfer of title to the Joint Venture for certain mining properties that comprised a portion of the Cauchari-Olaroz project. Under the terms of the Option Agreement, the Joint Venture paid $100 (the Company’s portion was $50) upon signing and has a right to exercise the purchase option at any time within 30 months for the total consideration of $12,000 (the Company’s portion is $6,000) to be paid in sixty quarterly instalments of $200 (the Company’s portion is $100). The first installment becomes due upon occurrence of one of the following two conditions, whichever comes first: third year of the purchase option exercise date or the beginning of commercial exploitation with a minimum production of 20,000 tons of lithium carbonate equivalent. As a security for the transfer of title for the mining properties under the Option Agreement, Los Boros granted to the Joint Venture a mortgage for $12,000.

If the Joint Venture exercises the purchase option, the following royalties will have to be paid to Los Boros:

•

$300 (the Company’s portion is $150) within 10 days of the commercial plant construction start date; and

•

3% net profit interest (the Company’s portion is 1.5%) for 40 years, payable in pesos, annually within the 10 business days after calendar year end.

The Joint Venture can cancel the first 20 years of net profit interest in exchange for a one-time payment of $7,000 (the Company’s portion is $3,500) and the next 20 years for additional $7,000 (the Company’s portion is $3,500).

JEMSE Arrangement

The Joint Venture has granted a right to Jujuy Energia y Mineria Sociedad del Estado (“JEMSE”), a mining investment company owned by the government of Jujuy Province in Argentina, to acquire an 8.5% equity interest in Minera Exar for one US dollar and provide management services as required to develop the project. JEMSE will only acquire this equity position upon completion of the project financing. JEMSE will be required to cover its pro rata share of the financing requirements for the construction of the project. These funds will be loaned to JEMSE by the shareholders of Minera Exar and will be repayable out of one-third of the dividends to be received by JEMSE over future years from the project. The distribution of dividends to JEMSE and other shareholders in the project will only commence once all commitments related to the project and debt financing are met.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

5.	PROPERTY, PLANT AND EQUIPMENT



					Equipment		Organoclay
	Land		Buildings		and machinery		plant		Other			Total
	$		$		$		$		$			$

Cost
As at September 30, 2014		349		1,789		4,332		9,169		331			15,970
Additions		22		168		736		1,980		37			2,943
Foreign exchange		—		—		—		—		(12	)		(12	)

As at September 30, 2015		371		1,957		5,068		11,149		356			18,901

Additions		15		184		88		346		70			703
Disposition		—		—		—		—		(29	)		(29	)
Contribution to Joint Venture		—		—		—		—		(12	)		(12	)
Foreign exchange		—		—		—		—		(3	)		(3	)

As at December 31, 2016		386		2,141		5,156		11,495		382			19,560



					Equipment		Organoclay
	Land		Buildings		and machinery		plant		Other			Total
	$		$		$		$		$			$

Accumulated depreciation
As at September 30, 2014		—		—		—		—		37			37
Depreciation for the year		—		—		112		—		39			151

As at September 30, 2015		—		—		112		—		76			188

Depreciation for the year		—		76		335		431		52			894
Disposition		—		—		—		—		(20	)		(20	)
Contribution to Joint Venture		—		—		—		—		(4	)		(4	)

As at December 31, 2016		—		76		447		431		104			1,058



					Equipment		Organoclay
	Land		Buildings		and machinery		plant		Other			Total
	$		$		$		$		$			$

Net book value
As at September 30, 2015		371		1,957		4,956		11,149		280			18,713
As at December 31, 2016		386		2,065		4,709		11,064		278			18,502

6.	EXPLORATION AND EVALUATION ASSETS



	December 31, 2016

	Lithium Nevada		Cauchari-Olaroz			Total
	$		$			$

Acquisition costs
Balance, beginning		958		41,665			42,623
Additions		489		71			560
Change in foreign exchange rate		—		(14,874	)		(14,874	)
Sale of 50% of net assets		—		(13,431	)		(13,431	)
Contribution to Joint Venture		—		(13,431	)		(13,431	)

Total exploration and evaluation assets		1,447		—			1,447

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

6.	EXPLORATION AND EVALUATION ASSETS (continue)



	September 30, 2015

			Cauchari-
	Lithium Nevada		Olaroz			Total
	$		$			$

Acquisition costs
Balance, beginning		456		—			456
Additions		502		41,916			42,418
Change in foreign exchange rate		—		(251	)		(251	)

Total exploration and evaluation assets		958		41,665			42,623

The Company has the following future payments and royalties on Lithium Nevada project. These payments will only be incurred if the Company continues to hold the subject claims in the future and the royalties will only be incurred if the Company starts production from the Lithium Nevada project.

•

$50 annual advance net smelter return royalty payment due on January 21 on certain mining claims. The Company’s interest in these claims is subject to a 3% net smelter return royalty;

•

$2 per year in advance net smelter return royalty payments due on November 15 on four mining claims. The Company’s interest in these claims is subject to a 1.5% net smelter return royalty;

•

20% royalty on revenue solely in respect of uranium;

•

8% gross revenue royalty on all claims up to a cumulative payment of $22,000. The royalty will then be reduced to 4% for the life of the project. The Company has the option at any time to reduce the royalty to 1.75% upon payment of $22,000.

7.	LONG-TERM BORROWING

Promissory Note

In July 2013, the Company purchased an industrial complex in the City of Fernley, Nevada to be the production site for its organoclay plant. The property was purchased for $1,575, of which $236 was paid at the close of the transaction, and the remaining balance of $1,339 was financed by the seller with a ten-year promissory note payable in monthly instalments. The promissory note bears 5.25% annual interest for the first five years, and then at a reset interest rate of between 5.5% to 7.5% for the final five years, depending on the prime rate at the time of reset. Security provided for the promissory note includes a mortgage charge against the purchased property.

8.	CONVERTIBLE SECURITY

In May 2015, the Company received $2,800 under the convertible security funding agreement, net of prepaid interest of $560 and financing fee of $140, and issued a convertible security with a face value of $3,500. The convertible security has a two-year term from the date of issue and incurs an interest rate of 10% on the amount of funding. The Company provided a second lien on its organoclay plant as a security for the convertible security. In June 2016, the Company repaid the remaining balance of $1,653 related to the convertible security and removed the second lien on the organoclay plant.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

8.	CONVERTIBLE SECURITY (continue)

The changes in the convertible security since the initial funding are as follows:



	$

Face value of convertible security		3,500
Security conversion		(300	)
Prepaid interest for 2 years		(560	)
Financing fee		(140	)
Transaction costs		(187	)
Fair value of warrants		(236	)
Conversion discount liability		(618	)
Convertible security accretion		748

Carrying value of the convertible security		2,207
Conversion discount liability		565

Convertible security, September 30, 2015		2,772

Security conversion		(1,636	)
Decrease in conversion discount liability		(289	)
Convertible security accretion		806
Repayment of convertible security		(1,653	)

Convertible security, December 31, 2016		—

The following table summarizes the security conversions since inception:



Conversion Date	Conversion Amount $		Calculated Conversion Price, CDN$		Number of Shares Issued

September 22, 2015		300		0.4721		838
October 13, 2015		350		0.2326		1,963
November 2, 2015		200		0.2995		875
November 30, 2015		275		0.2484		1,479
December 31, 2015		350		0.2786		1,744
January 26, 2016		250		0.3242		1,101
February 29, 2016		211		0.3340		876

		1,936				8,876

9.	ISSUED CAPITAL, EQUITY COMPENSATION, AND WARRANTS

Private Placement

On July 20, 2015, the Company closed its non-brokered private placement (the “Private Placement”) of subscription receipts (“Subscription Receipts”) to an affiliate of The Bangchak Petroleum Public Company Limited (“Bangchak”). Pursuant to the Private Placement, the Company issued to Bangchak an aggregate of 9,214 Subscription Receipts at a price of $0.54264 per Subscription Receipt, for aggregate gross proceeds of $5,000. Of the Subscription Receipts, (a) in fiscal 2015, 2,764 Subscription Receipts (the “Shareholder Approval Subscription Receipts”) each were converted into 3,023 common shares of the Company for total gross proceeds of $1,500 with associated costs of $170 and (b) during the fifteen month period ended December 31, 2016, 6,450 Subscription Receipts were converted into 17,263 common shares of the Company for total gross proceeds of $3,500 with associated transaction costs of $191.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

9.	ISSUED CAPITAL, EQUITY COMPENSATION, AND WARRANTS (continued)

Bought deal offering

In June 2015, the Company closed a bought deal offering. The offering consisted of 11,414 units of the Company at a price of CDN$0.70 per unit for aggregate gross proceeds of $6,487. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder thereof to acquire one share at a price of CDN$0.90 until June 9, 2017. In addition, the Company issued 742 brokers’ warrants. Brokers’ warrants entitle the holder to purchase one common share for a price of CDN$0.70 per share until June 9, 2017. The brokers’ warrants were valued using the Black-Scholes option pricing model. The warrants were valued at CDN$0.20 per warrant for total value of $119. The fair value of warrants granted was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 0.67%, expected volatility of 50%, expected life of 2 years, share price on date of issuance of CDN$0.70, and expected dividend rate of 0%. The Company incurred $660 in consulting, legal, and other expenses associated with the offering.

Plan of Arrangement

In September 2015, the Company completed the plan of arrangement (the “Arrangement’) pursuant to which Western Lithium acquired all of the issued and outstanding common shares of Lithium Americas in exchange for 0.789 common shares of Western Lithium for each Lithium Americas share held. Lithium Americas became a wholly-owned subsidiary of Western Lithium. The Arrangement was accounted for as an asset acquisition as Lithium Americas was not considered to meet the definition of a business under IFRS 3, Business Combinations .

Pursuant to the Arrangement, Western Lithium issued an aggregate of 130,847 common shares to the former shareholders of Lithium Americas. These shares were issued to replace an aggregate of 165,840 of Lithium Americas shares, which included 156,434 shares outstanding as at the date of closing the transaction, 1,108 shares issued for cashless exercise of Lithium Americas options and 8,298 shares issued to settle change of control payments due to certain Lithium Americas executives. The fair value of the common shares was estimated to be CDN$0.39 per share, the closing market value of the Company’s shares as at September 4, 2015. This was translated into US$ using the closing CDN$/US$ exchange rate as of September 4, 2015, of 0.7534. Transaction costs associated with the Arrangement of $959 were comprised of professional fees, filing and transfer agent fees, and other costs. In addition, 6,775 of Lithium Americas in-the-money outstanding stock options held by certain LAC executives (the “Replacement options”) and 100 of outstanding share purchase warrants of Lithium Americas (the “Replacement warrants”) were exchanged for fully vested stock options and warrants of Western Lithium with the term identical to the original LAC stock options and warrants, each of which is exercisable to acquire Western Lithium shares based on the exchange ratio.

The Company issued 5,346 Replacement options with the expiry dates between April 18, 2019 and February 12, 2020, and the exercise prices ranging from CDN$0.29-0.38 per share. The estimated fair value of these options totaled $1,198. The fair value of the Replacement options was determined using the Black-Scholes option pricing model based on a risk-free annual interest rate of 0.6%, expected life of 3 years, annualized volatility of 80%, and a dividend yield rate of nil.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

9.	ISSUED CAPITAL, EQUITY COMPENSATION, AND WARRANTS (continued)

Equity Incentive Plan

The Company has an equity incentive plan (“Plan”) in accordance with the policies of the TSX whereby, from time to time, at the discretion of the Board of Directors, eligible directors, officers, employees and consultants are: (1) granted incentive stock options exercisable to purchase common shares (“Stock Options”); (2) awarded restricted share rights (“RSs”) that convert automatically into common shares upon vesting; and (3) for eligible directors, awarded deferred share units (“DSUs”) which the directors are entitled to redeem for common shares upon retirement or termination from the Board. Under the Plan, common shares reserved for issuance of Stock Options, RSs and DSUs shall not exceed 10% of the outstanding shares from time to time. The exercise price of each stock option is based on the fair market price of the Company’s common shares at the time of the grant. The options can be granted for a maximum term of five years.

Restricted Shares

During the fifteen-month period ended December 31, 2016, the Company granted 4,367 RSs to its directors, executive officers, consultants and employees. The total estimated fair value of the RSs was $1,864 based on the market value of the Company’s shares on the grant date. The fair value of 172 RSs that were granted in lieu of deferred salaries was recorded as a reduction of accrued liabilities, and the fair value of the remaining 4,195 RSs is being recorded as a share-based payments expense and charged to operating expenses over the vesting period.

As at December 31, 2016, $116 of the fair value of RSs previously granted but not yet vested remains to be expensed in fiscal 2017.

During the fifteen-month period ended December 31, 2016, the fair value of RSs of $1,682 was recorded as a share-based payments expense and charged to operating expenses.

A summary of changes to restricted shares is as follows:



	Number of RSs			FMV Price per share,
	(in 000’s)			(CDN$)

Balance, RSs September 30, 2015		—			—

Granted		3,247			0.47
Granted		350			0.75
Granted		100			0.73
Granted		350			0.96
Granted		320			0.74
Converted into common shares		(1,613	)		(0.47	)
Converted into common shares		(200	)		(0.75	)
Converted into common shares		(100	)		(0.73	)

Balance, RSs December 31, 2016		2,454			0.56

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

9.	ISSUED CAPITAL, EQUITY COMPENSATION, AND WARRANTS (continued)

Equity Incentive Plan (continued)

Restricted Shares (continued)

Restricted shares granted during the period ended December 31, 2016, are as follows:



Number of RSs granted (in 000’s)		FMV price per share CDN$		Conversion dates
	1,413		0.47	May 14, 2016
	100		0.75	May 1, 2016¹
	100		0.73	May 13, 2016
	200		0.47	June 30, 2016
	100		0.75	November 1, 2016
	200		0.96	January 2, 2017¹
	200		0.47	March 1, 2017
	400		0.47	March 30, 2017
	150		0.75	May 1, 2017¹
	400		0.47	March 30, 2018
	150		0.96	August 11, 2017¹
	320		0.74	January 9, 2017¹
	634		0.47	Change of control or separation from the Company
	4,367

¹	Conversion is subject to vesting on the same dates.

Deferred Share Units

During the fifteen-month period ended December 31, 2016, the Company granted 47 DSUs with the total estimated fair value of $17 to two of the Company’s directors in lieu of the directors’ fees payments for the period October 1, 2015 to March 31, 2016.

Stock Options

During the fifteen- month period ended December 31, 2016, the Company granted a total of 9,365 stock options to its directors, officers, and employees. The fair value of stock options granted are estimated on the dates of grants using the Black-Scholes Option Pricing Model with the following assumptions used for the grants made during the period:



	Oct 5,			March 30,			May 1,			Aug 11,			Aug 30,
	2015			2016			2016			2016			2016

Number of options granted (‘000’s)		3,505			4,600			500			500			260
Exercise price per share ( CDN$ )	$	0.30		$	0.47		$	0.75		$	0.96		$	0.91
Risk-free interest rate		0.7	%		0.6	%		0.6	%		0.6	%		0.6	%
Expected life		3 years			3 years			3 years			3 years			3 years
Annualized volatility		80	%		92	%		92	%		94	%		96	%
Dividend rate		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Fair value per stock option granted ( CDN$ )	$	0.16		$	0.27		$	0.41		$	0.56		$	0.54
Total fair value of stock options granted ( CDN$ )	$	561		$	1,242		$	205		$	280		$	140

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

9.	ISSUED CAPITAL, EQUITY COMPENSATION, AND WARRANTS (continued)

Equity Incentive Plan (continued)

Stock Options (continued)

Stock options outstanding and exercisable as December 31, 2016, are as follows:



Number of Options Outstanding (in 000’s)		Number of Options Exercisable (in 000’s)		Exercise Price CDN$		Expiry Date
	90		90		0.27	January 3, 2017¹
	800		800		0.16	August 30, 2017
	1,400		1,400		0.27	October 21, 2018
	210		210		0.80	April 1, 2019
	1,105		1,105		0.38	April 18, 2019
	275		275		0.49	July 16, 2019
	3,708		3,708		0.29	July 16, 2019
	1,425		1,425		0.69	August 15, 2019
	533		533		0.34	February 12, 2020
	1,988		1,766		0.30	October 5, 2020
	4,325		2,163		0.47	March 30, 2021
	500		250		0.75	May 1, 2021
	500		125		0.96	August 11, 2021
	260		65		0.91	August 30, 2021
	17,119		13,915

¹	stock options were exercised subsequent to December 31, 2016.

A summary of changes to stock options outstanding is as follows:



	Number of Options (in 000’s)			Weighted Average Exercise Price, (CDN$)

Balance, outstanding September 30, 2014		15,480			0.59

Issued Replacement options		5,346			0.31
Forfeited		(98	)		(0.71	)
Expired		(2,375	)		(1.25	)
Exercised		(1,022	)		(0.45	)

Balance, outstanding September 30, 2015		17,331			0.43

Expired		(1,450	)		(1.23	)
Forfeited		(116	)		(0.45	)
Exercised		(8,011	)		(0.35	)
Granted		9,365			0.46

Balance, outstanding December 31, 2016		17,119			0.43

During the fifteen-month period ended December 31, 2016, 4,668 (year ended September 30, 2015 – 113) options were exercised under the cashless exercise provision of the Company’s stock option plan, resulting in the issuance of 2,790 (year ended September 30, 2015 – 71) shares of the Company.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

9.	ISSUED CAPITAL, EQUITY COMPENSATION, AND WARRANTS (continued)

Equity Incentive Plan (continued)

Stock Options (continued)

Stock-based compensation expense related to stock options of $1,511 (year ended September 30, 2015 - $567) was charged to operations and credited to contributed surplus to reflect the fair value of stock options vested during the fifteen-month period ended December 31, 2016. At December 31, 2016, $317 of the fair value of stock options previously granted but not yet vested remains to be expensed in fiscal 2017, and $5 in fiscal 2018. The weighted-average share price on the date of the stock options exercised was CDN$0.85 (year ended September 30, 2015 – CDN$0.70).

Warrants

A summary of the changes in the number of the Company’s share purchase warrants is as follows:



	Number of Warrants (in ‘000’s)			Weighted Average Exercise Price (CDN$)			Expiry Date

Balance, September 30, 2014		8,272			0.74

Exercised		(107	)		(0.75	)		May 16, 2016
Exercised		(41	)		(0.58	)		May 16, 2016
Issued		79			0.48			August 12, 2016
Issued		5,707			0.90			June 9, 2017
Issued		742			0.70			June 9, 2017
Issued		3,125			0.8464			May 19, 2018

Balance, September 30, 2015		17,777			0.81

Exercised		(371	)		0.58			May 16, 2016
Exercised		(1,344	)		0.75			May 16, 2016
Exercised		(215	)		0.90			June 9, 2017
Exercised		(25	)		0.70			June 9, 2017
Exercised		(79	)		0.48			August 28, 2016
Expired		(6,409	)		(0.75	)		May 16, 2016

Balance, December 31, 2016		9,334			0.87

10.

RELATED PARTY TRANSACTIONS

The Company’s 50%-owned joint venture Minera Exar entered in the following transactions with companies controlled by the family of a director of the Company:

•

Los Boros Option Agreement (Note 4);

•

Construction contract for Cauchari-Olaroz project for $2,179 (the Company’s portion is $1,089).

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

10.

RELATED PARTY TRANSACTIONS (continued)

Compensation of Key Management

The Company paid its non-executive directors a fee of CDN$25 per year and an additional CDN$10 per year to the Company’s Audit Committee Chair. Effective April 1, 2016, the Company revised the remuneration of its non-executive directors to a base annual fee of $35 per year and an additional $5 per year to a Committee Chair, $10 to the Company’s Audit Committee Chair, and $25 to the Company’s Board Chair. In addition, the Company will pay $1 per meeting in cash for Board meetings in excess of six meetings per year. The fees will be settled through a combination of cash and the issuance of the DSUs with each board member obligated to receive a minimum of 50% and a maximum of 100% of all such compensation in DSUs.

The remuneration of directors and members of the executive management team included:



	For the fifteen months ended December 31,		For the year ended September 30,

	2016		2015
	$		$

Stock-based compensation		895		1,689
Deferred salaries and bonuses – stock-based compensation		1,165		—
Bonuses – stock-based compensation		334		—
Salaries, benefits and directors fees included in general and administrative expenses		1,901		1,066
Salaries and benefits included in exploration expenditures		396		487
Salaries and benefits included in capital assets		—		136

		4,691		3,378



	As at December 31,		As at September 30,

	2016		2015
	$		$

Total due to directors and executive team		411		58

There were no contractual or other commitments from the related party transactions. The amounts due to related parties are unsecured, non-interest bearing and have no specific terms for repayment.

11.

GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses during the fifteen months ended December 31, 2016 and year ended September 30, 2015:

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

11.

GENERAL AND ADMINISTRATIVE EXPENSES (continued)



	For the fifteen months ended December 31,		For the year ended September 30,

	2016		2015
	$		$

Investor relations		253		172
Marketing		875		538
Office and administration		741		604
Professional fees		886		333
Regulatory and filing fees		112		64
Salaries, benefits and directors fees		2,619		1,460
Travel and conferences		493		305
Transaction costs		431		—
Depreciation		38		39

		6,448		3,515

12.

COMMITMENTS AND CONTINGENCIES

As at December 31, 2016, the Company had the following commitments that have not been disclosed elsewhere in these consolidated financial statements:

Not later than
1 year

Later than 1 year
and not later than
5 years

Later than

5 years

Total
$

Rent of office spaces

149

206

—

355

The Company’s former officer’s employment was terminated in 2013 and the individual subsequently filed a statement of claim with a labour court in the Province of Mendoza, Argentina, against the Company’s Argentine subsidiary, Minera Exar, and the Company, for approximately 5.3 million Argentine pesos for severance and other labour-related payments allegedly due to the officer. The Company rejected the former officer’s case and any liability with regard to the claims and counts made in such action. In March 2016, the Mendoza court issued a judgement favorable to the Company and as a result the Company removed a previously recorded provision of $544 from its accounts payable and accrued liabilities. The $544 gain is included in other income on the Company’s statement of comprehensive loss. The Company incurred related legal and accounting expenses of $96.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

13.

EXPLORATION EXPENDITURES

The following tables summarize the Company’s exploration expenditures during the fifteen months ended December 31, 2016 and the year ended September 30, 2015:



	For the fifteen months ended December 31, 2016

	Lithium Nevada		Cauchari-Olaroz¹		Total
	$		$		$

Engineering		169		82		251
Environmental		83		—		83
Geological and consulting		1,800		454		2,254
Field supplies, other services, and taxes		280		440		720
Lithium demo plant equipment depreciation		140		—		140

Total exploration expenditures		2,472		976		3,448

¹	Exploration expenditures prior to the formation of the Joint Venture




	For the year ended September 30, 2015

	Lithium Nevada		Cauchari-Olaroz¹		Total
	$		$		$

Engineering		102		21		123
Environmental		36		—		36
Geological and consulting		1,521		43		1,564
Field supplies, other services, and taxes		215		37		252
Lithium demo plant equipment depreciation		112		—		112

Total exploration expenditures		1,986		101		2,087

14.

SEGMENTED INFORMATION

The Company operates in three operating segments and four geographical segments. Organoclay project is in the production stage and Lithium Nevada and Cauchari-Olaroz projects are in the exploration stage.

The Company’s reportable segments are summarized in the following tables:



							Cauchari-
	Organoclay			Lithium Nevada			Olaroz		Corporate			Total
	$			$			$		$			$

*As at December 31, 2016*
Capital assets		17,450			1,033			—		19			18,502
Exploration and evaluation assets		—			1,447			—		—			1,447
Total assets		18,585			3,056			13,136		10,524			45,301
Total liabilities		(1,513	)		(291	)		—		(1,074	)		(2,878	)

*For the fifteen months ended December 31, 2016*
Property, plant and equipment expenditures		681			14			2		6			703
Sales		1,154			—			—		—			1,154
Inventory write-down		648			—			—		—			648
Net loss		2,871			3,335			3,987		17,531			27,724
Exploration expenditures		—			2,472			976		—			3,448
Organoclay research and development		536			—			—		—			536

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

14.

SEGMENTED INFORMATION (continued)



				Lithium			Cauchari-
	Organoclay			Nevada			Olaroz			Corporate			Total
	$			$			$			$			$

*As at September 30, 2015*
Property, plant and equipment expenditures		17,469			1,203			13			28			18,713
Exploration and evaluation assets		—			958			41,665			—			42,623
Total assets		18,159			2,564			41,921			5,897			68,541
Total liabilities		(1,377	)		(314	)		(304	)		(5,631	)		(7,626	)

*For the twelve months ended September 30, 2015*
Property, plant and equipment		2,602			322			14			5			2,943
Net loss		1,141			2,490			165			3,759			7,555
Exploration expenditures		—			1,986			101			—			2,087
Organoclay research and development		434			—			—			—			434

The Company’s total assets are segmented geographically as follows:



	As at December 31, 2016

	Canada		United States		Germany		Argentina		Total
	$		$		$		$		$

Current assets		8,858		1,365		176		—		10,399
Property, plant and equipment expenditures		19		17,615		868		—		18,502
Exploration and evaluation assets		—		1,447		—		—		1,447
Restricted cash		—		150		—		—		150
Escrow deposit		1,667		—		—		—		1,667
Investment in Joint Venture		—		—		—		13,136		13,136

		10,544		20,577		1,044		13,136		45,301



	As at September 30, 2015

	Canada		United States		Germany		Argentina		Total
	$		$		$		$		$

Current assets		5,870		756		187		242		7,055
Property, plant and equipment expenditures		28		17,664		1,008		13		18,713
Exploration and evaluation assets		—		958		—		41,665		42,623
Restricted cash		—		150		—		—		150

		5,898		19,528		1,195		41,920		68,541

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

15.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Supplementary disclosure of the Company’s non-cash transactions is provided in the table below:



	For the fifteen months ended		For the year ended
	December 31,		September 30
	2016		2015
	$		$

Accounts payable related to property, plant and equipment		50		53
Assets acquired under finance leases		—		97
Accounts payable related to inventories		197		4
Accounts payable related to financings		175		74
Accounts payable related to transaction cost		—		400
RSs granted in lieu of deferred salaries and directors’ fees		80		—



Interest/finance charges paid		77		69
Income taxes paid		—		—

16.

INCOME TAXES

A reconciliation of income taxes at Canadian statutory rates with reported taxes is as follows:



	For the fifteen months ended			For the year ended
	December 31			September 30,
	2016			2015
	$			$

Loss for the year		(27,724	)		(7,555	)

Expected income tax recovery		(7,208	)		(1,955	)
Items not deductible for income tax purposes		1,010			190
Loss of sale of 50% interest in Minera Exar		3,278			—
Effect of higher tax rate in foreign jurisdiction		(647	)		(1,663	)
Change in unrecognized deferred tax assets and other		3,567			3,428

Deferred income tax (expense)/recovery		—			—

The significant components of the Company’s deductible temporary differences are as follows:



	December 31, 2016		September 30, 2015
	$		$

Tax loss carryforwards		12,634		10,556
Exploration and evaluation assets		1,350		2,102
Financing costs		424		516
Capital assets		607		92
Other		94		151

Unrecognized deferred tax assets		15,108		13,417

The Company has Canadian non-capital loss carryforwards of CDN$24,200 (2015 - CDN$ 17,200) and in the US of approximately $22,700 (2015 - $17,200) expiring between 2028 – 2036 which are available to reduce taxable income in Canada and the US respectively.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

17.

FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

Level 3 – Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. The Company did not have any financial instruments measured at fair value on the statement of financial position.

The Company may be exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The Company manages risks to minimize potential losses. The main objective of the Company’s risk management process is to ensure that the risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks to which the Company is exposed are described below.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, escrow deposit, and receivables. The Company’s maximum exposure to credit risk for cash, cash equivalents, and escrow deposit is the amount disclosed in the consolidated statements of financial position. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions and invests only in short-term obligations that are guaranteed by the Canadian government or by Canadian and US chartered banks.

Included in the receivables, prepaids and deposits are credit sales receivables of $381. Management’s assessment of recoverability involves judgments regarding classification on the consolidated statements of financial position and the probable outcomes of claimed deductions and/or disputes. The provisions and classifications made to date may be subject to change.

The Company’s receivables, prepaids and deposits include a $110 bank deposit for the Company’s secured credit cards and other miscellaneous receivables that are subject to normal industry credit risk.

Management believes that the credit risk concentration with respect to financial instruments included in cash, cash equivalents and receivables is minimal.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions to ensure that it maintains sufficient reserves of cash and cash equivalents to meet its liquidity requirements in the short and long term. As the industry in which the Company operates is very capital intensive, the majority of the Company’s spending is related to its capital programs. The Company prepares annual budgets, which are regularly monitored and updated as considered necessary. Subsequent to December 31, 2016, the Company signed investment agreements, see Note 18.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

17.

FINANCIAL INSTRUMENTS (continued)

As at December 31, 2016, the Company had a cash and cash equivalents balance of $8,056 (September 30, 2015 - $5,552) to settle current liabilities of $1,806 (September 30, 2015 - $6,215).

The following table summarizes the maturities of the Company’s financial liabilities on undiscounted basis:



	Years ending December 31,

	2017		2018		2019 and later		Total
	$		$		$		$

Accounts payable and accrued liabilities		1,637		—		—		1,637
Long-term borrowing¹		172		172		790		1,134
Obligation under finance leases¹		48		48		24		120

Total		1,857		220		814		2,891

¹	Long-term borrowing and obligation under capital leases include principal and interest/finance charges.

Market Risk

Market risk incorporates a range of risks. Movement in risk factors, such as market price risk and currency risk, affect the fair values of financial assets and liabilities. The Company is exposed to these risks as the ability of the Company to develop or market its property and the future profitability of the Company are related to the market price of certain minerals.

Foreign Currency Risk

The Company’s operations in foreign countries are subject of currency fluctuations and such fluctuations may affect the Company’s financial results. The Company reports its financial results in United States dollars and incurs expenditures in Canadian dollars (“CDN$”), US dollars (“US$”), Euros (“€”), and Argentinian pesos (“ARS”) with the majority of the expenditures being incurred in US$ by the Company’s subsidiaries. As at December 31, 2016, $7,804 of the Company’s $8,056 in cash and cash equivalents was held in Untied States Dollars.

18.

SUBSEQUENT EVENTS

Subsequent to December 31, 2016, the Company:

•

Signed an investment agreement (the “Ganfeng Investment Agreement”) with GFL International Co., Ltd. (“Ganfeng”) for funding to advance the construction of the Cauchari-Olaroz lithium project in Jujuy, Argentina.

Pursuant to the Investment Agreement:

•

Ganfeng has agreed to purchase, by way of a private placement, 75,000 common shares at a price of CDN$0.85 per common share for gross proceeds of CDN$64,000 (US$49,000);

•

Ganfeng will provide to Lithium Americas a US$125,000 project debt facility to be used to fund a portion of Lithium Americas’ share of Cauchari-Olaroz construction costs. The project debt facility has a term of six years, with an interest rate of 8.0% for the first three years that increases to 8.5% in year four, 9.0% in year five and 9.5% in year six;

•

Ganfeng and the Company have agreed to terms for an offtake entitlement in favour of Ganfeng for the purchase of up to 70% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production at market prices;

•

Ganfeng will be entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

LITHIUM AMERICAS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 AND THE YEAR ENDED SEPTEMBER 30, 2015

(Expressed in thousands of US dollars, except for per share amounts; shares in thousands)

18.

SUBSEQUENT EVENTS (continued)

On January 27, 2017, pursuant to the “Ganfeng Investment Agreement”, the Company issued to Ganfeng 11,250 common shares at a price of CDN$0.85 per share, for an aggregate cash subscription of CDN$9,563. The common shares are subject to a four month hold expiring May 27, 2017.

•

Signed an investment agreement (the “Bangchak Investment Agreement”) with The Bangchak Petroleum Public Company Limited (“Bangchak”) through its wholly-owned subsidiary, BCP Innovation Pte Ltd (“BCPI”) for funding to advance the construction of the Cauchari-Olaroz lithium project in Jujuy, Argentina.

Pursuant to the Investment Agreement:

•

BCPI has agreed to purchase, by way of a private placement, 50,000 common shares at a price of CDN$0.85 per common share for gross proceeds of C$42,500 (US$32,000);

•

BCPI will provide to Lithium Americas a US$80,000 project debt facility to be used to fund a portion of Lithium Americas’ share of Cauchari-Olaroz construction costs. The project debt facility has a term of six years, with an interest rate of 8.0% for the first three years that increases to 8.5% in year four, 9.0% in year five and 9.5% in year six;

•

BCPI and the Company have agreed to terms for an offtake entitlement in favour of BCPI for the purchase of 15% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production at market prices;

•

BCPI will be entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

The Company agreed to increase Ganfeng’s offtake entitlement from 70% to 80% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production in return for one-time waiver of the anti-dilution clause for Bangchak’s investment agreement.

Exhibit 4.3

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Background

This Management’s Discussion and Analysis (“MD&A”), prepared as of March 27, 2017, should be read in conjunction with December 31, 2016 audited consolidated financial statements and notes thereto of Lithium Americas Corp. (“Lithium Americas”, the “Company”, or “LAC”). These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are expressed in United States dollars, unless otherwise stated.

Change in Fiscal Year End

The Company has changed its fiscal year end from September 30 to December 31. The change in year-end is effective December 31, 2016, therefore the transitional fiscal year is the fifteen-month period from October 1, 2015 to December 31, 2016. The Company changed its year end in order to align it with the Joint Venture for reporting and planning purposes as well as to bring its financial reporting timetable in line with the other companies in the industry.

Company Overview

Lithium Americas is a Canadian based resource company focused on the advancement of two significant lithium projects: the Cauchari-Olaroz project, located in Jujuy Province of Argentina, and the Lithium Nevada project (formerly the Kings Valley project), located in north-western Nevada, USA, and on the manufacturing and sales of organoclay products from its Fernley, Nevada plant.

On March 28, 2016, the Company entered into an agreement with SQM POTASIO S.A., a subsidiary of Sociedad Quimica y Minera de Chile S.A. (“SQM”) to form a 50/50 joint venture (the “Joint Venture”) on the Cauchari-Olaroz project. The Cauchari-Olaroz project is a lithium brine project. The property has been the subject of resource estimation and a feasibility study in 2012 in which it is reported to host reserves of approximately 2.7 million tonnes of lithium carbonate equivalent (“LCE”) at a lithium cut-off grade of 354 milligrams per litre.

The Joint Venture is governed by a Shareholders Agreement which provides for (i) equal representation by the Company and SQM on its Management Committee, (ii) unanimous approval by the Company and SQM on budgets and timing of expenditures, (iii) the right to purchase a 50% share of the production and (iv) buyout and termination provisions in the event that SQM chooses not to proceed with the project.

The Lithium Nevada project is a clay-based lithium project and has been the subject of extensive exploration and processing development work. The Company has recently increased its technical team and is currently advancing permitting and exploration in addition to investigation of innovative lithium extraction and processing technologies that build on previous successful piloting studies for this project.

The Company is advancing both of its lithium projects with the intention of delivering lithium products for the growing lithium ion battery sector. Lithium Americas intends to make its lithium business a significant contributor to the global lithium supply chain.

In addition, the Company’s wholly-owned subsidiary RheoMinerals Inc. (“RheoMinerals”) operates an organoclay plant located in Fernley, Nevada, USA and manufactures specialty organoclay products (“RheoMinerals products”), derived from clays. RheoMinerals products are used by the oil and gas industry as specialty viscosifier additives for drilling fluids and in other sectors.

The Company’s head office is located at Suite 1100-355 Burrard Street, Vancouver, BC, Canada, V6C 2G8. The Company trades in Canada on the Toronto Stock Exchange under the symbol “LAC” and in the US on OTCQX under the symbol “LACDF”. The Company operates in the United States through its wholly owned subsidiaries, Lithium Nevada Corp. (formerly Western Lithium Corp.) and RheoMinerals Inc. (formerly Hectatone Inc.) and in Argentina through a Joint Venture company Minera Exar S.A. (“Minera Exar”) Additional information relating to the Company is available on SEDAR at www.sedar.com.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Description of Business

Cauchari-Olaroz Project, Jujuy Province, Argentina

The Joint Venture with SQM began to advance the Cauchari-Olaroz project immediately after the closing of the transaction on March 28, 2016, and the operating team is continuing to progress the work plan. The Joint Venture is strongly committed to advancing the Cauchari-Olaroz project as expediently as possible. Local investment has already started with plans to scale up when the project is approved for the construction phase.

The Joint Venture has designed a hydrological exploration program and advanced an updated feasibility study on the project. Testing of liner materials and native berm materials is on-going. Various combinations of different materials and liner configurations are being tested in ten ponds to optimize the technical and economic design and performance. Topographical mapping has been completed defining materials characteristics in different areas of the project, and testing of native soil for berm construction are underway to validate the optimal construction methodology. A second series of tests in soil mechanics are underway to determine the geotechnical foundation characteristics. Construction of the project roads and 14 well drilling platforms has been completed. The camp has been expanded with modular accommodations to house approximately 70 people. The Joint Venture currently employs 84 of which 39 are from the communities surrounding the project area, 35 are from other areas of the Jujuy Province and 10 are from other provinces.

Updated Feasibility Study

An updated feasibility study on the Cauchari-Olaroz Project (“Stage 1 DFS”), covering an initial 25,000 TPA (“tonnes per annum”) of lithium carbonate production capacity (“Stage 1”) is substantially complete and the Company anticipates being ready to disclose the full results of that study shortly following the filing of this report. The Company has confirmed that the feasibility study for Stage 1 will include the following:

•

The project capital cost estimate for the construction of Stage 1 is expected to be approximately US$425million before value-added and other applicable taxes;

•

The operating cost estimate will be at the low end of the cost curve compared to producing lithium operations;

•

The lithium carbonate plant including impurities removal stages to produce battery grade lithium carbonate;

•

No facilities for production of potassium chloride in consideration of low market price of this product;

•

The parties expect to be in a position to commence construction in the first half of 2017;

•

The construction schedule is estimated at two years, and the production ramp up includes 2 years to reach full production due to brine conditioning requirements; and

•

The Company expects that Jujuy will become an important center for the production of lithium. Jujuy Province officials and the representatives of federal government have indicated strong support. The project is expected to provide many benefits to the local communities in terms of employment and supply contracts.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Political and Economic Changes in Argentina

The Argentine economy underwent significant positive changes in late 2015 and early 2016 as a result of measures that the new government has taken to reduce or remove controls and restrictions on capital flows. Since taking office in December 2015, President Mauricio Macri has moved swiftly to appoint a business-friendly cabinet and implement a series of major fiscal, political and regulatory policy measures. President Macri lifted foreign exchange controls that had been in place since 2011, and abolished export taxes on many agricultural and industrial goods, including lithium.

Lithium Nevada Project, Nevada, USA

The Company is advancing its lithium project to extract lithium from its clay at its Lithium Nevada project. During the fiscal year ended December 31, 2016, the Company completed the most recent pilot plant program at its demonstration plant in Germany. This work has greatly increased the Company’s understanding of the processing and engineering requirements for the production of lithium products from the Lithium Nevada project. In light of the recent results, the Company has determined that additional engineering work will be required to optimize the process for commercial scale lithium hydroxide monohydrate production. In addition, the Company has become aware of recent technological advancements in lithium processing methods, and believes these innovative and sustainable technologies warrant further review for potential incorporation into the Lithium Nevada processing plant design. As a result of these additional reviews, the Company determined that its pre-feasibility study completed in March 2012 is no longer current and the Company will no longer be relying on the study for its project development planning.

In June 2016, the Company filed on Sedar an updated 43-101 technical report on Lithium Nevada project and reported that mineral resource estimates remained unchanged from the mineral resource estimates disclosed in the prior technical report.

The Company is in the process of determining the optimal path to advance the Lithium Nevada. There is strong local and national support from both commercial and political bases to advance a Nevada based project and a clear and well-defined permitting process exists. Lithium Americas shares the vision of making Nevada a center of renewable energy and sustainable mining technologies. The Company is committed to advancing the Lithium Nevada project on the fastest timetable possible, as dictated by further studies and market conditions, additional engineering work and pursuing strategic partnership opportunities to advance the project on a timely basis.

RheoMinerals Business

The organoclay plant, operated by the Company’s wholly-owned subsidiary RheoMinerals, is located in Fernley, Nevada, was considered to be completed and ready for intended use on April 1, 2016. Accordingly, sales and costs of sales are recorded in respect of these operations commencing April 1, 2016. Prior to April 1, 2016, sales of organoclay product amounted to US$0.7 million and have been accounted for as a reduction of the capitalized costs of organoclay plant property, plant and equipment. From April 1 to December 31, 2016 the Company reported US$1.2 million in organoclay sales.

In addition to clays for use in the oil and gas sector, RheoMinerals is a certified vendor with a Fortune 500 industrial group to sell its products internationally to the animal feed market as mycotoxin binders. RheoMinerals is also collaborating with industry participants on a specialty organophilic clay product for environmental applications. The product will service the existing market to remove organic compounds from industrial wastewater effluent.

During the fifteen months ended December 31, 2016, RheoMinerals entered into a Technical Assistance and Royalty Agreement (the “Agreement”) with Delmon Co. Ltd., part of The Delmon Group of Companies (“Delmon”) in Saudi Arabia. Delmon has business interests spanning wide market segments of products and services, and is a leading local supplier of oilfield minerals and chemicals to Saudi Aramco. Under this agreement, RheoMinerals will collaborate with Delmon in the design and construction of a manufacturing facility (the “Delmon Plant”) for specialty additives used in oil based drilling fluids. The initial product offering will include organophilic bentonite and organophilic lignite products. RheoMinerals will receive US$1.2 million in progress payments upon Delmon achieving certain construction and operational milestones in addition to the reimbursements of expenses and costs of technical personnel. During the fifteen months ended December 31, 2016, RheoMinerals received US$0.3 million from Delmon, which was recorded in other income. Under the Agreement, RheoMinerals will also receive royalties from the future Delmon Plant production. Delmon expects to commission the new facility in 2018.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

In April 2016, RheoMinerals entered into a strategic alliance with TOLSA, S.A. (“TOLSA”), a global leader in the specialized clay sectors. RheoMinerals and TOLSA have signed a non-exclusive Memorandum of Understanding (“MOU”) for the purpose of forming a strategic alliance to collectively pursue growth opportunities in the global clay minerals markets. The MOU contemplates a number of areas of collaboration, including manufacturing of high purity hectorite-based products.

Significant Events from the Start of Fiscal Year to Date

•

In February 2017, the Company announced the expected capital expenditures for the construction of Stage 1 of Cauchari-Olaroz project, amounting to approximately US$210–US$215 million for the Company`s contribution to the Joint Venture before taxes and working capital.

•

In January 2017, the Company announced investment agreements totalling US$286 million:

•

the Company signed an investment agreement with GFL International Co., Ltd. (“Ganfeng”) for funding to advance the construction of the Cauchari-Olaroz lithium project. Pursuant to the agreement, Ganfeng has agreed to financing terms in an aggregate amount of US$174 million in exchange for 19.9% of the outstanding common shares of Lithium Americas pro-forma; the right to buy a fixed portion of the lithium carbonate production from the Cauchari-Olaroz project; and a US$125 million project debt facility. Subsequently the Company received CDN$9.6 million from the initial common share subscription contemplated under the investment agreement with Ganfeng and issued 11,250,000 common shares at a price of CDN$0.85 per share.

•

the Company signed an investment agreement with The Bangchak Petroleum Public Company Limited (“Bangchak”) for funding to advance the construction of the Cauchari-Olaroz project. Pursuant to the agreement, Bangchak has agreed to financing terms in an aggregate amount of US$112 million in exchange for increasing its ownership stake to 16.4% of the outstanding common shares of Lithium Americas pro-forma; the right to buy a fixed portion of the lithium carbonate production from the Cauchari-Olaroz project; and a US$80 million project debt facility;

•

In November 2016, RheoMinerals entered into a Technical Assistance and Royalty Agreement with Delmon.

•

In June 2016, the Company filed an updated National Instrument 43-101 technical report dated May 31, 2016 on the Lithium Nevada project. In the report, the authors confirm the mineral resource estimates on the Stage I Lens and Stage II Lens remain unchanged from the mineral resource estimates disclosed in prior technical report.

•

In April 2016, RheoMinerals entered into a strategic alliance with TOLSA, a global leader in the specialized clay sectors.

•

In March 2016, the Company entered into agreements with SQM to form the Joint Venture on the Cauchari-Olaroz project. SQM contributed US$25 million in exchange for a 50% equity interest in Minera Exar. SQM is a world leader in lithium production with decades of development and operating experience and a strong technical and commercial team.

•

In December 2015, the Company announced that Bangchak had agreed to convert its subscription receipts into common shares of the Company and release from escrow to the Company the final tranche of US$3.5 million. This transaction brought the total investment by Bangchak into the common shares of the Company to US$5 million.

•

In December 2015, the Company completed the US$5 million Line of Credit Agreement with its largest shareholder, Geologic Resource Partners LLC. The Company did not draw down any funds under this facility, paid no interest and cancelled the facility post completion of the Joint Venture with SQM.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Selected Financial Information

The following selected financial information is presented in thousands of US dollars, shares in thousands, unless otherwise stated and except per share amounts.

Selected Annual Financial Information

The following table provides a brief summary of the Company’s financial operations for the fifteen months ended December 31, 2016 (“FY 2016”), and for the years ended September 30, 2015 (“FY 2015”) and September 30, 2014 (“FY 2014”). For more detailed information, refer to the audited consolidated financial statements for the FY 2016, FY 2015, and FY 2014 which can be found on the SEDAR website ( www.sedar.com ).


	Fifteen months ended December 31, 2016			Year ended September 30, 2015			Year ended September 30, 2014
Expenses		17,612			6,603			6,597
Net loss		(27,724	)		(7,555	)		(1,300	)
Comprehensive loss		(28,945	)		(8,121	)		(1,608	)
Loss per share – basic and diluted		(0.09	)		(0.06	)		(0.01	)
Total assets		45,301			68,541			24,354
Total long-term financial liabilities		(1,072	)		(1,411	)		(1,356	)

The comparative September 30, 2015 and 2014 periods in the table are for twelve months and are not comparable to the fifteen months period ended December 31, 2016 due to the change in fiscal year end from September 30 to December 31, effective 2016.

Items that resulted in significant differences in the annual figures presented above are explained in the following narrative:

Expenses

Higher operating expenses in FY 2016 compared to FY 2015, were mostly due to the increases of $2,626 in non-cash stock-based compensation expense, $1,361 in exploration expenditures, $3,987 in the Company’s share of loss in the Joint Venture formed on March 28, 2016, and $2,933 increase in general and administrative expenses due to an increase in corporate activities discussed in results of operation for the fifteen months ended December 31, 2016.

Net Loss and Comprehensive Loss

The total net loss in FY 2016 includes loss realized on organoclay sales of $1,467 (FY 2015 - $Nil), convertible security accretion of $806 (FY 2015 - $748), foreign exchange gain of $351 (FY 2015 – loss of $284) due to a stronger US$ in 2016, and other income of $825. The Company realized a loss of $9,015 on the sale of a 50% of its equity interest in Minera Exar to SQM mainly due to $15,098 of cumulative amount of exchange differences (“CTA”) in Minera Exar.

The comprehensive loss in FY 2015 includes an unrealized loss on the translation to reporting currency of $566 mainly due to the US$, Argentinian pesos, and Euro exchange rate fluctuations and convertible security accretion of $748 recorded as financing expense.

FY 2014 net loss was positively impacted by gains on the royalty sale of $5,088. The Company reported unrealized losses on translation to reporting currency of $308 in 2014.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Total Assets

The Company’s total assets decreased by $23,240 in FY 2016 compared to FY 2015 mainly due to the sale of $50% of its equity interest in Minera Exar to SQM on the formation of the Joint Venture in March 2016. The Company received $3,500 from the financing activities, $806 from stock options exercises, and $1,150 from warrants exercises, and repaid its convertible security balance of $1,653.

The Company’s total assets increased by $44,187 in FY 2015 compared to FY 2014 mainly due to $9,985 proceeds from the financing activities and an increase in exploration and evaluation assets due to the $41,916 acquisition of the Cauchari-Olaroz project for shares offset by operating expenses of $5,885.

Long-term Liabilities

Long-term liabilities on December 31, 2016, were comprised of an $833 (2015 - $988) mortgage on the RheoMinerals Fernley plant purchased in 2013, obligations under finance leases of $69 (2015 – $123), and a decommissioning provision liability of $170 (2015 - $300). In March 2016, upon the Joint Venture formation, the Company derecognized a $130 decommissioning liability related to the Cauchari –Olaroz project. In FY 2015, the Company leased additional equipment for RheoMinerals plant in Fernley and recorded a $130 decommissioning provision liability related to the Cauchari-Olaroz project.

Results of Operations – Fifteen Months Ended December 31, 2016 Compared to the Twelve Months Ended September 30, 2015

Expenses

In FY 2016, the Company reported total comprehensive loss of $28,945 compared to a total comprehensive loss of $8,121 in FY 2015, of which $1,467 (FY 2015 - $Nil) is attributable to loss realized on organoclay sales, $17,612 (FY 2015 - $6,603) expenses, which are discussed below, $8,645 loss (FY 2015 - $952) to other items, and $15,098 of accumulated foreign exchange losses related to Minera Exar, which were reclassified from other comprehensive income into profit or loss and formed part of a loss on sale of the 50% interest in Minera Exar.

Exploration expenditures of $3,448 (FY 2015 – $2,087) include $2,472 (FY 2015 - $1,822) for the Lithium Nevada project, and $976 (FY 2015 - $101) for the Cauchari-Olaroz project incurred until the formation of Joint Venture. Included in the Lithium Nevada expenditures is $1,086 (FY 2015 - $1,225) related to the lithium demonstration plant. The $650 increase in exploration expenditures for the Lithium Nevada project was mostly due to hiring new employees and increase in activities. Exploration expenditures related to the lithium demonstration plant decreased due to timing of the campaigns.

Share-based compensation expense of $3,193 (FY 2015 - $567) is a non-cash expense and represents the estimated fair value of stock options and restricted shares vested during FY 2016 and FY 2015. Included in the total are $1,682 share-based payment expenses related to restricted shares (FY 2015 - $Nil) and $1,511 (FY 2015 - $567) share –based payment expenses related to stock options. The increase in this category was due to new stock options grants and restricted shares awards to the Company’s employees and officers.

Included in General and Administrative expenses of $6,448 (FY 2015 - $3,515):

•

Marketing expenses of $875 (2015 - $538) include salaries, bonuses, and expenses incurred for the marketing of RheoMinerals products.

•

Office expenses of $741 (FY 2015 - $604) includes Vancouver, Reno, and Toronto office rent, insurance, IT, depreciation expense, telephone, and other related expenses and RheoMinerals general office expenses.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

•

Professional fees of $886 (FY 2015 - $333) consist of legal fees of $411 (FY 2015 – $125), consulting fees of $294 (FY 2015 - $119), public relations fees of $69 (FY 2015 - $24), and accounting fees of $111 (FY 2015 - $65). The increase in all categories is due to an increase in corporate activities.

•

Salaries and benefits of $2,619 (FY 2015 - $1,460) were higher mainly due to an increase in a number of employees as a result of the merger of Western Lithium and Lithium Americas in September 2015 and increase in activities. Included in 2015 salaries and benefits were bonuses paid at the end of 2014.

•

Increase in all other general and administrative expenses categories disclosed in Note 11 of the Company’s audited financial statements for for the fifteen months period ended December 31, 2016, was due to an increase in corporate activities.

The Company realized a loss of $9,015 on the sale of 50% of its interest in Minera Exar to SQM on the formation of the Joint Venture mainly due to $15,098 of cumulative exchange differences (“CTA”) in Minera Exar which were recycled to the statement of loss.

During FY 2016, the Company recorded a reduction of its Cauchari-Olaroz project acquisition cost of $14,874 due to a change in foreign currency exchange rate with a corresponding increase in other comprehensive loss. The Company sold 50% of equity interest in Minera Exar to. Upon sale, the entire amount of CTA was reclassified from other comprehensive loss to profit and loss (see description under “Expenses and Net Loss” above).

During FY 2016, the Company recorded $806 (FY 2015 - $748) convertible security accretion cost.

Included in other income during FY2016 are $300 proceeds received under the Delmon Agreement, $544 write off of the previously recorded provision for settlement of liability with the Company’s former officer, net of related legal and administrative costs.

Summary of Selected Assets and Quarterly Results


	2016															2015
	Q5 $			Q4 $			Q3 $			Q2 $			Q1 $			Q4 $			Q3 $			Q2 $
Total assets		45,301			50,537			53,845			57,664			57,876			68,541			27,572			20,072
Exploration and evaluation assets		1,447			1,444			1,010			1,010			31,361			42,623			508			508
Investment in Joint Venture		13,136			16,074			17,673			18,163			—			—			—			—
Property, plant and equipment		18,502			18,618			18,862			19,164			18,932			18,713			18,383			17,892
Working capital		8,593			11,260			13,384			13,667			2,532			840			4,595			427
Organoclay sales		534			452			168			—			—			—			—			—
Organoclay sales capitalized during the development stage		—			—			156			307			99			126			—			—
Expenses		(5,308	)		(3,651	)		(3,276	)		(2,742	)		(2,707	)		(1,546	)		(1,263	)		(1,461	)
Net loss for the period		(5,598	)		(3,723	)		(3,766	)		(11,365	)		(3,272	)		(2,202	)		(1,419	)		(1,569	)
Basic loss per common share		(0.01	)		(0.01	)		(0.01	)		(0.03	)		(0.01	)		(0.06	)		(0.01	)		(0.01	)
Diluted loss per common share		(0.01	)		(0.01	)		(0.01	)		(0.03	)		(0.01	)		(0.06	)		(0.01	)		(0.01	)

Quarterly amounts added together may not equal to the total reported for the period due to rounding or reclassifications.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Total Assets

The Company’s total assets decreased by $5,236 in Q5 2016 compared to Q4 2015 mostly due to expenses, decrease in payable and accrued liabilities, offset by the $300 proceed received from Delmon.

The Company’s total assets increased by $40,969 in Q4 2015 compared to Q3 2015 mainly due to the acquisition costs of $41,665 allocated to the Cauchari-Olaroz project as a result of Lithium Americas and Western Lithium merger in September 2015.

The Company’s total assets increased by $7,500 in Q3 2015 compared to Q2 2015 due to net proceeds of $5,827 from a bought deal offering, net proceeds of $2,613 from a convertible security financing, offset by cash expenses of $1,159.

Exploration and Evaluation Assets

In Q2 2016, the decrease of $30,351 in exploration and evaluation assets was mainly due to the declining Argentinian Peso and accounting for the Joint Venture with SQM.

In Q1 2016, the significant decrease of $11,262 in exploration and evaluation assets is mostly due to the decline in the carrying amount of the Company’s Cauchari-Olaroz project due to the significant foreign exchange rate fluctuation for Argentinian pesos.

In Q4 2015, the Company recorded additions of $41,665 net of $251 for foreign exchange differences for the acquisition of the Cauchari-Olaroz project.

Investment in Joint Venture

The increase in the investment in the Joint Venture in Q2 2016 is due to the completion of the transaction with SQM which closed on March 28, 2016.

Property, Plant and Equipment

Most of the Company’s property, plant and equipment amounts relate to the RheoMinerals organoclay plant. The plant was constructed during 2014 and considered to be completed and ready for use on April 1, 2016. Sales and costs of sales for the organoclay plant are recorded commencing April 1, 2016.

Working Capital

The decrease in working capital of $2,667 in Q5 2016 was mostly due to general and administrative expenses and change in accounts payable.

The increase in working capital of $11,135 in Q2 2016 is mostly attributable to the $13,333 receivable from the Joint Venture, which was formed on March 28, 2016.

The decrease in working capital of $3,755 in Q4 2015 was mostly due to addition of consolidated negative net working capital as a result of Western Lithium and Lithium Americas merger partially offset by net proceeds of $1,330 from a subscription receipts financing.

The increase in working capital in Q3 2015 was mostly due to the net proceeds of $5,891 from a bought deal offering.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Organoclay Sales

The Company started to recognize organoclay sales on April 1, 2016, upon the organoclay plant achieving intended use status.

Expenses and Net Loss

The increase in the Company’s expenses in Q5 2016, compared to Q4 2016 was mostly due to increase in consulting fees, legal expenses, marketing, and wages and salaries due to an increase in corporate activities and increase in the number of employees. The increase in the Company’s expenses in Q4 2016 ,Q3 2016, and the quarter ended December 31, 2016, compared to other quarters was primarily due to the Company’s share of loss in Joint Venture, which was formed on March 28, 2016. The increase in the Company’s share of loss in the Joint Venture from quarter to quarter was due to the increase of exploration activities on the Cauchari-Olaroz project.

In Q2 2016, the Company realized a loss of $8,979 on the sale of a 50% of its equity interest in Minera Exar to SQM mainly due to $15,098 of cumulative exchange differences (“CTA”) in Minera Exar.

In Q1 2016 expenses increased by $1,161 mainly due to the increase in exploration expenditures in Nevada and Argentina.

Results of Operations – Three Months Ended December 31, 2016

For the three months ended December 31, 2016, the Company reported a loss of $5,598 compared to a loss of $2,202 for the three months ended September 30, 2015, of which $855 loss (Q4 2015 - $Nil) is attributed to organoclay sales, $5,309 (Q4 2015 - $1,546) is attributed to expenses, gain of $566 (Q4 2015 - $656 loss) is attributed to other items discussed in the summary of the quarterly results.

Organoclay Sales and Cost of Sales

Organoclay plant was considered to be completed and ready for intended use on April 1, 2016. Accordingly, the Company started recording sales and costs of sales in respect of these operations in the statement on comprehensive loss commencing April 1, 2016. The organoclay sales revenue in Q5 2016 were $534 (Q4 2015-$Nil) and related production costs of $800 (Q4 2015 - $Nil) , depreciation expense of $289 (Q4 2015 - $Nil), and inventory write down of $300 (Q4 2015 - $Nil) resulting in gross loss from organoclay sales of $855 (Q4 2015 - $Nil). The Company is a new entrant in the organoclay business and is continuing to receive new sales orders for the existing products and certifications of the new products. The financial results of the organoclay business are expected to improve in the future with the anticipated higher volume of products in 2017.

Expenses

Exploration expenditures of $559 (Q4 2015 – $515) incurred for the Lithium Nevada project and include $49 (Q4 2015 - $205) in costs for the lithium demonstration plant.

Organoclay research and development costs are consistent from period to period and include costs of operating a small research team and lab for new organoclay products development.

Loss from the Joint Venture of $2,615 (Q4 2015 - $Nil) represents the Company’s share of the Joint Venture expenses for the Cauchari-Olaroz project.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Stock-based compensation of $507 (Q4 2015 - $53) is a non-cash expense and consists of the $192 estimated fair value of stock options vested during the period and the $315 fair market value of restricted shares. Stock-based compensation expense related to stock options is accounted for at fair value as determined by the Black-Scholes Option Pricing Model using estimates and assumptions that are believed to approximate the volatility of the trading price of the Company’s stock, the expected lives of awards of stock-based compensation, the fair value of the Company’s stock and the risk-free interest rate. Stock-based compensation expense related to restricted shares is accounted for at fair market value on the date of grant. Stock-based compensation expense varies from period to period based on the number and valuation of the stock options and restricted shares granted during the period, vesting provisions, and an amortization schedule of previously granted stock options and restricted shares.

Included in General and Administrative expenses of $1,513 (Q4 2015 - $872):

•

Marketing expenses of $216 (Q4 2015 - $171) include salaries, travel expenses, and other miscellaneous expenses of RheoMinerals marketing staff;

•

Office expenses of $136 (Q4 2015 – $151) include Vancouver, Reno and Toronto office rent, insurance, IT, telephone and other related expenses and general office expenses;

•

Professional fees of $302 (Q4 2015 - $142) consist of legal fees of $112 (Q4 2015 - $46), consulting fees of $114 (Q4 2015 - $60), public relations fees of $40 (Q4 2015 - $6), and accounting fees of $36 (Q4 2015 - $30);

•

Salaries and benefits of $575 (Q4 2015 – $300) include salaries and benefits for the Company’s employees. The increase is due to an increase in a number of employees as a result of increase in activities and the business combination of Western Lithium and Lithium Americas in September 2015.

Financing expenses were $Nil (Q4 2015 - $644 related to the accretion of the convertible security). In Q3 2016, the Company repaid the remaining balance of the convertible security note.

Liquidity and Capital Resources



Cash Flow Highlights	Fifteen months ended December 31,
	2016 $			2015 $
Cash used in operating activities		(11,312	)		(6,713	)
Cash provided by/(used) in investing activities		10,530			(4,294	)
Cash provided by financing activities		3,585			9,985
Effect of foreign exchange on cash		(299	)		(586	)
Change in cash and cash equivalent		2,504			(1,608	)
Cash and cash equivalents - beginning of period		5,552			7,160
Cash and cash equivalents - end of period		8,056			5,552

As at December 31, 2016, the Company had cash and cash equivalents of $8,056 and working capital of $8,596 compared to cash and cash equivalents of $5,552 and working capital of $840 on September 30, 2015.

In January 2016, the Company received $3,500 from non-brokered private placement of subscription receipts.

In April 2016, the Company received $14,754 from the Joint Venture, net of $246 transaction costs.

In June 2016, the Company repaid the remaining balance of $1,653 related to a convertible security funding agreement.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

The Company will require additional working capital to continue development of its organoclay business and for further development of its lithium projects. The timing and the amount of RheoMinerals and Lithium Nevada expenditures are within the control of the Company due to its direct and sole ownership. Pursuant to the agreements governing the Joint Venture on the Cauchari-Olaroz project, decisions regarding capital and operating budgets for the project require unanimous approval.

The Company’s capital resources are largely determined by the strength of the junior resource markets and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. There can be no assurance that the Company will be successful in obtaining the required financing to develop its projects.

Except as disclosed, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity and capital resources either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in liquidity and capital resources are substantially determined by the success or failure of the exploration and development programs.

The Company does not now nor does it expect in the future to engage in currency hedging to offset any risk of currency fluctuations.

Financings

Bangchak Financing

The Company received $5,000 from a non-brokered private placement of common shares with Bangchak. Pursuant to the placement, $1,500 was received in fiscal year 2015 and $3,500 was received during the FY 2016.

Convertible Security

In May 2015, the Company received $2,800 under the convertible security funding agreement, net of prepaid interest of $560 and financing fee of $140, and issued a convertible security with a face value of $3,500. The convertible security had a two-year term from the date of issue and incurred a simple prepaid interest rate of 10% on the amount of funding. The Company had provided a second lien on its RheoMinerals plant as a security for the convertible security. In June 2016, the Company repaid the remaining balance of $1,653 related to convertible security note and removed the second lien on the plant.

Ganfeng Investment

On January 17, 2017, the Company signed an investment agreement with Ganfeng for funding to advance the construction of the Cauchari-Olaroz lithium project.

Pursuant to the Ganfeng investment agreement:

•

Ganfeng has agreed to purchase, by way of a private placement, 75,000 common shares at a price of CDN$0.85 per common share for gross proceeds of CDN$64,000 (US$49,000);

•

Ganfeng will be entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

On January 27, 2017, pursuant to the Ganfeng investment agreement, the Company issued to Ganfeng 11,250 common shares at a price of CDN$0.85 per share, for an aggregate cash subscription of CDN$9,563.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Bangchak Investment

On January 19, 2017, the Company signed an investment agreement with Bangchak for funding to advance the construction of the Cauchari-Olaroz lithium project.

Pursuant to the Bangchak investment agreement:

•

Bangchak has agreed to purchase, by way of a private placement, 50,000 common shares at a price of CDN$0.85 per common share for gross proceeds of C$42,500 (US$32,000);

•

Bangchak will provide to Lithium Americas a US$80,000 project debt facility to be used to fund a portion of Lithium Americas’ share of Cauchari-Olaroz construction costs. The project debt facility has a term of six years, with an interest rate of 8.0% for the first three years that increases to 8.5% in year four, 9.0% in year five and 9.5% in year six;

•

Bangchak and the Company have agreed to terms for an offtake entitlement in favour of Bangchak for the purchase of 15% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production at market prices;

•

Bangchak will be entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

Operating Activities

Cash used in operating activities during FY 2016, was $11,312 compared to $6,713 net cash used during FY 2015. The significant components of operating activities are discussed in the Results of Operations sections.

Investing Activities

Investing activities provided cash of $10,530 in FY 2016, compared to $4,294 cash used in FY 2015. The cash used in investing activities during the fifteen months ended December 31, 2016, was mainly for the additions to capital assets of $640 (2015 - $3,858), additions to Lithium Nevada exploration and evaluation assets of $489 (2015 - $502). The Company incurred $72 in legal and consulting costs and paid $437 accounts payable and accrued liabilities related to the transaction with Lithium Americas. The cash received from investing activities relate to the investment in Joint Venture.

Investment in Joint Venture

On March 28, 2016, the Company entered into agreements with SQM to form the Joint Venture on the Cauchari-Olaroz project. SQM contributed $25,000 to Minera Exar, a wholly owned subsidiary of Lithium Americas, in exchange for a 50% equity ownership in Minera Exar. Following receipt of the contribution, Minera Exar repaid loans and advances from Lithium Americas in the amount of $15,000 with the remaining $10,000 to be used by the Joint Venture for certain project development costs. The $14,754, net of tax payments, was received from Minera Exar in April 2016. In Q2 2016, the Company recorded $8,979 loss on sale of its 50% equity interest in Minera Exar and in Q3 2016 recorded additional related expenses of $36, resulting in a total loss of $9,015.

SQM and the Company entered into an escrow agreement, according to which the Company deposited $2,500 (the “Escrow Amount”) into an escrow account. Subject to certain provisions, the Escrow Amount will be released to the Company over the three years as follows: $833 on March 28, 2017, $833 on March 28, 2018, and $833 on March 28, 2019. The Escrow Amount can be used to pay certain contingent liabilities of Minera Exar, if any arise, related to the actions prior to the Joint Venture formation. The Company has also provided a guarantee for up to $354 in transaction related costs in the event that such costs arise in the future.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Financing Activities

In FY 2016, the Company received cash of $806 (2015 - $202) from the exercise of stock options, $1,150 (2015 - $86) from the exercise of warrants, repaid the convertible security note of $1,653 (2015 - $Nil), finance leases of $52 (2015 - $36), and long-term borrowing of $147 (2015 - $111).

In FY 2016, the Company received $3,500 from Bangchak subscription receipt financing and incurred $191 in related costs. Accounts payable and accrued liabilities related to the subscription receipts financing on December 31, 2016, were $249.

Current Share Data

As at the date of this report, the Company has 315,417 common shares issued and outstanding, 2,254 restricted shares, 47 deferred share units, 15,265 stock options and 9,033 warrants outstanding.

Related Party Transactions

Prior to April 1, 2016 the Company paid its non-executive directors a fee of CDN$25 per year and an additional CDN$10 per year to the Company’s Audit Committee Chair. Effective April 1, 2016, the Company revised the remuneration of its non-executive directors to a base annual fee of $35 per year and an additional $5 per year to a Committee Chair, $10 to the Company’s Audit Committee Chair, and $25 to the Company’s Board Chair. In addition, the Company will pay $1 per meeting in cash for Board meetings in excess of six meetings per year. The fees will be settled through a mixture of cash and the issuance of the deferred share units with each board member obligated to receive a minimum of 50% of all such compensation in deferred share units.

Minera Exar entered in the following transactions with companies controlled by the family of a director of the Company:

•

Los Boros Option Agreement (see Note 4 in December 31, 2016 financial statements);

•

Construction services for Cauchari-Olaroz project for $2,179 (the Company’s portion is $1,089).

There were no contractual or other commitments from the related party transactions. The amounts due to related parties are unsecured, non-interest bearing and have no specific terms for repayment.

Contractual Obligations

As at December 31, 2016, the Company had the following contractual obligations:



	Not later than 1 year		Later than 1 year and not later than 5 years		Later than 5 years		Total
	$		$		$		$


Rent of office spaces		149		206		—		355
Promissory note for RheoMinerals plant		172		861		101		1,134
Equipment finance leases		48		72		—		120

Total		369		1,139		101		1,609

The Company`s other obligations and commitments related to royalties, option payments and annual fees to the aboriginal communities are disclosed in Notes 4 and 6 of the Company’s December 31, 2016 audited consolidated financial statements and will only be incurred if the Company continues to hold the subject property, starts production or exercises purchase option.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Financial Instruments

Financial assets and liabilities are recognized when the company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the company has transferred substantially all risks and rewards of ownership.

All of the Company’s financial instruments are classified into one of two categories: loans and receivables, or other financial liabilities. All financial instruments are initially measured in the statement of financial position at fair value.

Subsequent measurement and changes in fair value will depend on their initial classification. Loans and receivables and other financial liabilities are measured at amortized cost.

Cash and receivables have been designated as loans and receivables and are included in current assets due to their short term nature. The Company’s other financial liabilities include accounts payable and accrued liabilities, long-term borrowing, convertible security obligation, and obligations under finance leases. Accounts payable, accrued liabilities, convertible security obligation, and the current portion of long-term borrowing and finance leases that is due within twelve months from the financial statement reporting date are included in current liabilities due to their short-term nature. Long-term borrowing and obligations under finance leases are included in long-term liabilities due to their long-term nature.

Off-Balance Sheet Arrangements

The Company’s off-balance sheet arrangements related to the exploration and evaluation assets are disclosed in notes 4 and 6 of the Company’s audited consolidated financial statements for the fifteen month period ended December 31, 2016. The Company’s reclamation bond arrangement is disclosed below.

Decommissioning Provision and Reclamation Bond

The Company estimated the carrying value of the liability for decommissioning provision that arose to date as a result of exploration activities to be $170 for the Lithium Nevada project. The fair value of the liability was determined to be equal to the estimated remediation costs. In May 2014, the Company’s $908 reclamation bond payable to the Bureau of Land Management was guaranteed by a third-party insurance company upon the issuance of Lithium Nevada clay mine project permit to the Company in 2014. The bond guarantee is renewed annually and secured by the Company’s $150 security deposit.

Significant Accounting Policies

Critical Accounting Estimates and Judgements

Critical accounting judgments pertain to accounting policies that have been identified as being complex or involving subjective judgments or assessments, as follows:

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Exploration and Evaluation Assets

The Company assesses its capitalized mineral property costs for indications of impairment on a regular basis and when events and circumstances indicate a risk of impairment. A property is written down or written off when the Company determines that an impairment of value has occurred or when exploration results indicate that no further work is warranted.

Property, Plant and Equipment

Property, plant and equipment that are currently in use are depreciated as follows:

•

Organoclay plant – straight-line basis over the estimated useful life of 20 years;

•

Buildings – straight-line basis over the estimated useful life of 20 years;

•

Organoclay plant equipment included in “Equipment and machinery” – straight line basis over the estimated life of 5-20 years;

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

•

Lithium demo plant equipment included in “Equipment and machinery” – straight-line basis over the estimated useful life of 10 years;

•

Office equipment included in “Other” – declining balance method at 20% annual rate; and

•

Other equipment included in “Other” – straight-line basis over the estimated useful life of 7-15 years.

Impairment of Property, Plant and Equipment

Property, plant and equipment are assessed for impairment indicators at each reporting date. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds it recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Investments in Joint Arrangements

A joint arrangement is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control such that significant operating and financial decisions require the unanimous consent of the parties sharing control. The Company’s joint arrangement is classified as a joint venture and is accounted for using the equity method. The equity method involves recording the initial investment at cost. When a joint venture is formed from a previous investment in a subsidiary, the Company made a policy choice decision to recognize a gain or loss on change of control in relation to the portion of the investment no longer owned based upon the carrying value of the assets. Additional funding into an investee is recorded as an increase in the carrying value of the investment. The carrying amount is adjusted by the Company’s share of a joint venture’s net income or loss, depreciation, amortization or impairment. When the Company’s share of losses of a joint venture exceeds the Company’s carrying value of the investment, the Company discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the joint venture.

Stock-Based Compensation

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Share-based payments

Revenue

Risks and Uncertainties

The Company’s operations and results are subject to a number of different risks at any given time. These factors, include but are not limited to disclosure regarding exploration, additional financing, project delay, titles to properties, price fluctuations and share price volatility, operating hazards, insurable risks and limitations of insurance, management, foreign country and regulatory requirements, currency fluctuations and environmental regulations risks. Exploration for mineral resources involves a high degree of risk. The cost of conducting programs may be substantial and the likelihood of success is difficult to assess. The Company seeks to counter this risk as much as possible by selecting exploration areas on the basis of their recognized geological potential to host economic deposits.

A summary of the Company’s financial instruments risk exposure is provided in Note 17 of the Company’s December 31, 2016 audited consolidated financial statements.

The following are additional risk factors that the Company’s management believes are most important in the context of the Company’s business. It should be noted that this list is not exhaustive and that other risk factors may apply. Additional risks are disclosed in the Company’s Annual Information Form, which is available on SEDAR at www.sedar.com.

Risks related to resource development

The Cauchari-Olaroz project and the Lithium Nevada project may not be developed as planned and the Company may not achieve the intended economic results or commercial viability.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

The Company’s business strategy depends in large part on developing the Cauchari-Olaroz project and the Lithium Nevada project into one or more commercially viable mines. Whether a mineral deposit will be commercially viable depends on a number of factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly cyclical; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral resources, environmental protection and capital and operating cost requirements. Neither of these projects have entered a development stage, and there can be no assurance that the Company will ever develop either one of these projects. If the Company is unable to develop all or any of its projects into a commercial operating mine, its business and financial condition will be materially adversely affected.

Market prices for key end-use products will greatly affect the value of the Company and the ability of the Company to develop the Cauchari-Olaroz project and the Lithium Nevada project.

The ability of the Company to develop the Cauchari-Olaroz project and the Lithium Nevada project will be significantly affected by changes in the market price of lithium-based end products, such as lithium carbonate. The market price of these commodity-based products fluctuates widely and is affected by numerous factors beyond the Company`s control, including world supply and demand, pricing characteristics for alternate energy sources such as oil and gas, the level of interest rates, the rate of inflation, and the stability of currency exchange rates. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. In addition, the price of lithium products is determined by their purity and performance. A fluctuation in these product prices may affect the value of the Company and the potential value of its properties.

The Ganfeng and Bangchak investment agreements transactions may not be completed.

The Company has entered into the Ganfeng investment agreement and the Bangchak investment agreement, executory contracts that are contemplated to provide funding to support future development capital costs at the Cauchari-Olaroz project. The investment transactions are not yet complete and there are several conditions that must be met in order for this to occur. In particular, the parties need to settle definitive forms of agreement for the Ganfeng offtake entitlement, Bangchak offtake entitlement, Ganfeng project debt facility and Bangchak project debt facility; and Ganfeng must obtain Chinese government approvals. There is a risk that these conditions will not be met on a timely basis or at all, which would mean that one or both transactions will not be completed. If so, LAC would need to source alternate financing for its share of costs on the Cauchari-Olaroz project, which could delay the project, be on worse terms or not be available at all.

There are risks associated with joint venture arrangements.

The Company and SQM share ownership of the Cauchari-Olaroz project. This arrangement is subject to the risks normally associated with the conduct of joint ownership structures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company and the viability of its interest in Minera Exar, the holding company that owns the Cauchari-Olaroz Project, which could have a material adverse impact on the Company’s business prospects, results of operations and financial condition: (i) disagreements with SQM on how to conduct development and operations; (ii) inability of the parties to meet their obligations under the relevant agreements or to third parties; and (iii) disputes or litigation between the parties regarding budgets, development activities, reporting requirements and other matters.

There is risk to the growth of lithium markets.

The development of lithium operations at the Cauchari-Olaroz project and the Lithium Nevada project is almost entirely dependent on the adoption of lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth of lithium products will be adversely affected, which would inhibit the potential for development of the projects, their potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

There is a risk that LAC will not obtain required government permits and operations will be limited by government-imposed limitations.

While LAC holds permits to construct and operate the contemplated Stage 1 of the Cauchari-Olaroz project at 25,000 tpa, any amendments to this mine plan, and increase in production including a Stage 2 expansion, would need to be approved by regulatory authorities in Argentina. At the Lithium Nevada project, the permitting process for lithium mining operations is incomplete at this time. There can be no assurance that all necessary approvals and permits will be obtained and, if obtained, that the costs involved will not exceed the Company’s prior estimates. It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that the Company would not proceed with the development of the Cauchari-Olaroz project or the Lithium Nevada project.

As a result of a review conducted in 2015, the U.S. Fish and Wildlife Service recently determined not to list sage-grouse under the Endangered Species Act . However, the Bureau of Land Management (“BLM”) finalized a land use plan amendment that helps to conserve greater sage-grouse habitat. The BLM considers the sage-grouse to be a special status species, and has designated the Lithium Nevada project area as a Priority Habitat Management Area. BLM has also designated the Lithium Nevada Stages 2-5 a Sagebrush Focal Area (“SFA”). SFAs are more sensitive areas within a Priority Habitat Management Area. The BLM recently initiated steps to withdraw SFA-designated lands from location and entry under the Mining Act , subject to valid existing rights. An immediate segregation, which lasts up to two years (with an option for a two year extension) until BLM decides whether to make the withdrawal permanent, prohibits the location of any new mining claims in the designated areas.

As a result, LAC anticipates that it will be required by BLM to implement varying stages of mitigation measures for sage-grouse habitat throughout any development of its Lithium Nevada project. LAC understands that the BLM can impose conditions on access, project design, and periods of use where needed to limit impacts to sage-grouse habitat. LAC further understands that if it files notices of intent to operate or applications for plans of operation for Stages 2-5, BLM may require a validity exam for some or all of the mining claims associated with Stages 2-5. Further, due to the requirement of a validity exam in Stages 2-5 areas, there is a risk that development may be subject to time delays or restrictions or mitigation measures in order to address sage-grouse habitat protection that could compromise the economic viability of future development of the Lithium Nevada project.

There is technology risk to the development of the Cauchari-Olaroz project and the Lithium Nevada project.

To the Company’s knowledge, lithium carbonate has never been commercially produced from a smectite hectorite clay resource. While the Company has conducted extensive testing that has produced high quality lithium carbonate using known industry processes and equipment, the processes contemplated by LAC for production of lithium at the Lithium Nevada project have not yet been demonstrated at commercial scale and there is a risk that the Company will not be able to do so. With respect to the Cauchari-Olaroz project, similar to solid rock deposits, production from brine-recovery projects may be less than in situ volume/grade-based estimates. In the case of brine-recovery projects, the primary extractability limitations are related to low permeability zones, from which brine does not readily flow. A possible analogy in solid rock deposits may be high grade zones for which recovery is not economically feasible due to surrounding lower grade materials, therefore actual production from brine-recovery projects may be less than in situ grades or quantities.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

The Company may not be able to achieve and manage its expected growth.

The Cauchari-Olaroz project will likely move to a development stage in the near future, which will require a substantial increase in personnel and business operations. The transition of a mineral project to a development and operating stage, may place a strain on managerial, financial and human resources. The Company’s ability to succeed in these endeavours will depend on a number of factors, including the availability of working capital, existing and emerging competition, the ability to recruit and train additional qualified personnel.

There are political risks associated with the Company’s foreign operations.

The Company’s operations in Argentina expose LAC to heightened risks relating to prevailing political and socioeconomic conditions which have historically included, but are not limited to: high rates of inflation; military repression; social and labour unrest; violent crime; extreme fluctuations in currency exchange rates; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, a particular jurisdiction. As an example, in May 2012, the previous government of Argentina re-nationalized Yacimientos Petrolíferos Fiscales , the country’s largest oil and gas company. There can be no assurance that the government of Argentina will not nationalize other businesses operating in the country, including the business of the Company.

The Company has limited history as an exploration company and does not have any experience in putting a mining project into production.

The Company has never completed a mining development project and does not generate any revenues from mining production. The future development of properties found to be economically feasible will require the construction and operation of mines, processing plants and related infrastructure and the Company does not have any experience in taking a mining project to production. As a result of these factors, it is difficult to evaluate the Company’s prospects, and the Company’s future success is more uncertain than if it had a more proven history. In addition, the Company is and will continue to be subject to all the risks associated with establishing new mining operations, including: the timing and cost, which can be considerable, of the construction of mining and processing facilities; the availability and cost of skilled labour and mining equipment; the need to obtain necessary environmental and other governmental approvals and permits and the timing of the receipt of those approvals and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to changes in the costs of fuel, power, materials and supplies.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Mineral development projects are subject to operational risks.

The Company’s operations are subject to all of the risks normally incidental to the exploration for and the development and operation of mineral properties. The Company has implemented comprehensive safety and environmental measures designed to comply with or exceed government regulations and ensure safe, reliable and efficient operations in all phases of its business. Nevertheless, mineral exploration and exploitation involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in mineral exploration and exploitation activities.

Changes in government regulations may affect the Company’s development of the Cauchari-Olaroz project and the Lithium Nevada project.

Changes to government laws and regulations may affect the development of the Cauchari-Olaroz project and the Lithium Nevada project. Such changes could include laws relating to taxation, royalties, the repatriation of profits, restrictions on production, export controls, environmental and ecological compliance, mine safety and numerous other aspects of the business.

Provincial governments of Argentina have considerable authority over exploration and mining in their province and there are Argentinean provinces where the provincial government has taken an anti-mining stance by passing laws to curtail or ban mining in those provinces. The recent annual 2016 survey of mining companies, published by Fraser Institute, lists Jujuy Province as the least favourable mining jurisdiction on its investment attractiveness index. Nevertheless, LAC believes the current provincial government of Jujuy Province, where the Cauchari-Olaroz project is situated, is supportive of the exploration and mining industry, and the Company and JEMSE, the Jujuy government’s mining Company, have entered into a letter of intent whereby JEMSE will receive an 8.5% equity interest in Minera Exar and is to pay for this interest from dividends from future profits from operations. Nevertheless, such sentiment and situation may change in the future.

Changes to environmental requirements could significantly increase the Company’s costs.

LAC must comply with stringent environmental regulation in carrying out work on the Cauchari-Olaroz project and the Lithium Nevada project. Environmental regulations are evolving in a manner that is expected to require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Changes in environmental regulations and associated agency requirements could delay and/or increase the cost of exploration and development of the Cauchari-Olaroz project and the Lithium Nevada project.

The Company may not be insured against all risks involved in its business operations.

The RheoMinerals business operations are subject to risks and hazards, such as fire and explosion. These risks and hazards may be caused by, among other things, the explosive suppression systems and technologies which will be used at the Fernley Facility to remove explosive gases. The Company maintains liability insurance in accordance with industry standards, however the nature of these types of risks is such that liabilities could exceed policy limits and the Company could incur significant costs that could have a material adverse effect on its business, results of operations and financial condition.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

There is mineral tenure risk associated with the Lithium Nevada project.

The Mining Act authorizes the Company to develop and mine the minerals on the claims that form the Lithium Nevada project which are locatable under the Mining Act. The Mining Act does not explicitly authorize the owner of an unpatented mining claim to sell minerals that are leasable under the Leasing Act, as amended. Leasable minerals include potassium and sodium. The Interior Board of Land Appeals of the Department of the Interior has held that, under certain circumstances, the owner of an unpatented mining claim has the authority and right to process and sell minerals governed by the Leasing Act, particularly when they are by-products of the processing of minerals which are locatable under the Mining Act. This matter has not yet been definitively determined in respect of the Lithium Nevada Project .

The Company operates in a highly competitive mining industry.

As a result of this competition, the Company may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms it considers acceptable.

There is a market acceptance risk associated with the RheoMinerals business.

The success of the RheoMinerals business will depend upon its current and proposed products meeting acceptable cost and performance criteria in the marketplace. There can be no assurances that the Company’s products will meet applicable price or performance objectives or that unanticipated technical, regulatory or other problems will not occur which would result in increased costs or material delays.

Mineral resources and mineral reserves are only estimates.

The mineral resource and reserves estimates included in the Company`s Annual Information Form are estimates only. No assurance can be given that any particular level of recovery of minerals will in fact be realized or that identified mineral reserves or mineral resources will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. In addition, the grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. The estimated mineral resources and reserves described in the Company`s Annual Information Form should not be interpreted as assurances of commercial viability or potential or of the profitability of any future operations. Investors are cautioned not to place undue reliance on these estimates.

In addition, inferred mineral resources are quoted in the Lithium Nevada technical reports, but these have not been considered in any economic assessment provided in the prefeasibility study. Inferred mineral resources have a great amount of uncertainty as to their existence, and economic and legal feasibility. Accordingly, there is no assurance that inferred mineral resources will ever be upgraded to a higher category. Investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Failure to maintain continued operation of the Fernley plant would negatively impact the Company’s business.

An interruption in or the loss of operations, or the failure to maintain the labour force at the Fernley plant could delay or postpone production of the RheoMinerals products, which could have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, the Fernley plant is dependent upon critical equipment, such as extruders, dryers, packing, conveyance systems and a quaternary amine dispenser, and this equipment may incur downtime as a result of unanticipated failures, causing plant shutdowns or periods of reduced production as a result of such equipment failures.

Unexpected production delays due to injury, delay in receiving spare parts for equipment, interruption due to earthquake, flood or severe weather, delays in supply chain of raw materials, particularly quaternary amine and various clays used in the production process could have a material adverse effect on the Company’s business, results of operations and financial condition. No assurance can be given that a significant shutdown will not occur in the future or that such a shutdown will not have a material adverse effect on the Company’s business, results of operations or financial condition.

RheoMinerals products compete with other materials.

The use of RheoMinerals products depends in large part on the state of deep well and directional drilling to access deposits of oil and gas. In the case of certain product applications, RheoMinerals products compete with a number of other materials such as polymers and other competitors of organoclay. Improvements in the technology, production, pricing or acceptance of these competitive materials relative to RheoMinerals or other changes in the industries for these competitive materials could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company relies on third party suppliers for its RheoMinerals business. The Company has taken steps to identify alternative suppliers of raw materials to reduce these risks, but there can be no guarantee that the Company could secure such alternate supply on a timely basis or for similar costs as currently projected. Any material increase in the cost of these minerals, or the inability by the Company to source third party suppliers for the supply of these minerals, could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company may face opposition to mining projects.

The Cauchari-Olaroz project and the Lithium Nevada project, like many mining projects, may have opponents. Opponents of other mining projects have, in some cases, been successful in bringing public and political pressure against mining projects. In the event there is opposition to Cauchari-Olaroz project and the Lithium Nevada project, the Company’s development of such properties may be delayed or prevented even if such development is found to be economically viable and legally permissible.

The Cauchari and Olaroz salt lakes are not subject to reservoir management rules.

There are no unitization or reservoir management rules governing the salt lakes on which the Company’s Cauchari-Olaroz project is situated or on any of the other salt lakes at which the Company holds mining or exploration permits. Unitization is the joint, coordinated operation of a reservoir by all the owners of rights in the separate tracts overlying the reservoir. Without unitized operation of the reservoir, the “rule of capture” results in competitive drilling, extraction and production with consequent economic and physical waste, as each separate owner attempts to secure his or her “fair share” of the underground resource by drilling more and pumping faster than its neighbour. As a result, the lack of unitization and reservoir management rules on the salt lakes on which the Company operates may materially adversely affect the Company’s operations and production.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

The aboriginal communities located on the Cauchari-Olaroz project may not honour the current surface access agreements with Minera Exar.

Minera Exar has entered into six agreements for surface access with the aboriginal communities located on the exploitation area of the Cauchari-Olaroz project. Should any of the aboriginal communities decide not to honour such agreements, Minera Exar would be required to enforce its statutory access rights under the provisions of the Argentinean Mining Code; however this would be a disruptive and potentially costly process. In addition, lack of surface access agreements with local communities could affect the renewal of the environmental permits.

Business risks

The Company has not yet achieved profitable operations and expects to incur further losses in the development of its business.

The Company’s ability to continue as a going concern is dependent upon the ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company expects to report net losses and comprehensive losses for the financial year ending December 31, 2017. The Company’s business does not currently operate on a self-sustaining basis and its ability to continue as a going concern is dependent on raising additional funds.

The Company will require additional funding, potentially diluting the holdings of existing shareholders or increasing financial risk through debt issuance.

A likely source of future financing is the sale of additional common shares, which would mean that each existing shareholder would own a smaller percentage of the common shares then outstanding. Alternatively, the Company may rely on debt financing and assume debt obligations that require it to make substantial interest and capital payments. Also, the Company may issue or grant warrants or options in the future pursuant to which additional common shares may be issued. Exercise of such warrants or options will result in dilution of equity ownership to the Company’s existing shareholders.

The Company may also sell a further interest in the Cauchari-Olaroz project, or all or a portion of the Lithium Nevada project or an additional royalty therein, or may also sell an interest in its RheoMinerals, any of which would mean that each existing shareholder would own a smaller percentage of the Cauchari-Olaroz project, Lithium Nevada project, or RheoMinerals, respectively.

There is intellectual property risk associated with the Company.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Failure of any intellectual property rights to provide protection to the Company could result in its competitors offering similar RheoMinerals products or utilizing its lithium extraction process. Any adverse outcome that the Company may experience whilst attempting to obtain, maintain or enforce its intellectual property rights could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company is dependent on the expertise of consultants.

The Company has no history of paying dividends.

LAC has not paid dividends on its Common Shares since incorporation and presently has no ability to generate earnings as its mineral properties are in the exploration stage. If the Lithium Nevada project or the Cauchari-Olaroz project are successfully developed, the Company anticipates that it will retain future earnings and other cash resources for the future operation and development of its business. The Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Board of Directors, which will take into account many factors including the Company’s operating results, financial conditions and anticipated cash needs. For these reasons, LAC may never pay dividends.

There is no assurance that the Company will be able to acquire additional mineral properties.

The success of the Company is largely dependent on a few key individuals.

The Company’s business is affected by fluctuations in currency exchange rates.

Business is transacted by the Company primarily in Canadian, U.S. and Argentinean currencies. Fluctuations in exchange rates may have a significant effect on the cash flows of the Company. The Argentinean peso has been subject to large devaluations and revaluations in the past and may be subject to significant fluctuations in the future. Future changes in exchange rates could materially affect the Company’s results in either a positive or negative direction. The Company’s Lithium Nevada project and RheoMinerals business are located in Nevada and most of the property related expenditures, exploration and development costs are denominated in U.S. dollars. The Company’s Cauchari-Olaroz project is located in Argentina where certain costs are denominated in the Argentinean peso and certain costs are in U.S. dollars. Appreciation of U.S. or Argentinean currency compared to Canadian currency could make property expenditures more expensive for the Company. While the Company does not engage in foreign exchange hedging it holds a significant portion of its cash balance in U.S. currency in order to meet its U.S. obligations.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Conflicts of interest may arise for certain directors and officers of the Company.

Certain directors and officers of the Company are, or may become, associated with other natural resource companies which may give rise to conflicts of interest. In accordance with the British Columbia Business Corporations Act, directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company.

The Company does not have any long term contracts and significant customers.

Other than the distribution agreement with Raw Materials Corporation, the Company has not entered into any long term contracts for its RheoMinerals products, and therefore, has no assured sources of revenue. While off-take contracts are contemplated as part of the investment transactions with Ganfeng and Bangchak, there is no assurance they will be completed. These agreements also include purchasing discretion by the off-taker.

The Company’s share price is subject to market volatility.

The market price of a publicly traded stock, especially a resource issuer such as LAC, is affected by many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of markets for resource stocks, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public markets for the stock. Therefore, investors could suffer significant losses if the Company’s shares are depressed or illiquid when an investor seeks liquidity.

There may be difficulties in conducting business in Argentina through a foreign subsidiary.

The Company conducts its business in Argentina through its Argentinean subsidiary, Minera Exar. Any limitation on the transfer of cash or other assets between the Company and the Argentinean subsidiary or the perception that such limitation may exist now or in the future, could have an adverse impact on the Company’s valuation and the price of its common shares.

New Accounting Standards and Recent Pronouncements

The Company has not yet adopted IFRS 9 – Financial Instruments: Classification and Measurement, which have been published, but is effective January 1, 2018, IFRS 15-Revenue from Contracts with Customers which is effective on or after January 1, 2018 and IFRS 16 – Leases, which is effective on or after January 1, 2019.

Investor Relations

Tom Hodgson, CEO, and John Kanellitsas, President and Vice-Chairman coordinate investor relations’ activities for the Company.

Changes in Directors and Management

On August 11, 2016, the Company announced that Myron Manternach joined the Company as Executive Vice President, Finance and Corporate Development. Mr. Manternach has over 20 years of experience in corporate finance, mergers and acquisitions, and investment management. He worked as an investment banker at JPMorgan Chase & Co. and as an analyst and manager of global alternative investment funds with significant experience in natural resources and emerging market credit and equity. Most recently he was a Managing Director and Senior Portfolio Manager of Ambac Assurance Corp., a subsidiary of Ambac Financial Group. He is a chairman of Wellgreen Platinum Ltd. and was previously a director of Lithium Americas Corp. prior to its merger with Western Lithium. Mr. Manternach holds a BS degree in Electrical Engineering with distinction from Iowa State University and an MBA from the Wharton School of the University of Pennsylvania.

On June 30, 2016 Mr. Silvio Bertolli retired from his position of Senior VP Project Development. His responsibilities were assumed by recently hired Dr. David S. Deak.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

On May 2, 2016, the Company announced that Dr. David S. Deak joined the Company as Chief Technical Officer (“CTO”) and Senior Vice President, and President of Lithium Nevada Corp. Dr. Deak holds a D.Phil. in Materials Science from Oxford University and is well-known within the lithium and battery materials industry. He has diverse experience, predominantly in technology development and commercial roles. Most recently, he led strategic development projects focused on battery manufacturing and supply chain activities, including lithium supply.

On March 30, 2016, the Company announced the re-election of Thomas Hodgson, George Ireland, John Kanellitsas, John Macken, and Franco Mignacco to the Board of Directors and the appointment of three new Directors, Nicole Adshead-Bell, Gabriel Marcelo Rubacha and Lenard F. Boggio. Jay Chmelauskas, William Haldane, B. Matthew Hornor and Terry Krepiakevich resigned from the board and withdrew their names as nominees for election as directors.

On March 22, 2016, Mr. Kanellitsas was appointed as President of the Company effective March 30, 2016.

On November 17, 2015, George R. Ireland, a well-respected geologist and the President and CEO of Geologic Resource Partners LLC, and the Company’s largest shareholder, joined the Board of Directors. Mr. Ireland filled the vacancy created by the recent untimely passing of Ed Flood, also a geologist and investment manager, and one of the founders of Western Lithium.

The Company also announced that after a comprehensive review of the newly combined businesses, the Board of Directors restructured the senior management team aimed at accelerating development of the Company’s projects in Argentina and the U.S. Tom Hodgson, with more than 30 years of senior executive experience and a director of Lithium Americas, was appointed CEO and John Kanellitsas, an experienced business executive was appointed Vice Chairman.

Interest of Experts

All technical and scientific information discussed in this report in respect of the Cauchari-Olaroz Project has been reviewed and approved by Ernest Burga, a consultant of the Company, who is considered, by virtue of his education, experience and professional association, a QP for the purposes of NI 43-101.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is recorded, processed, summarized and reported within the time periods specified by securities regulators and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is accumulated and communicated to the issuer’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management designed the disclosure controls and procedures to provide reasonable assurance that material information relating to the Company, including its consolidated subsidiaries, is made known to them on a timely basis. The Company’s management believes that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings). Based on that evaluation and as at December 31, 2016, the certifying officers have each concluded that such disclosure controls and procedures are effective to achieve the purpose for which they have been designed.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

Internal Controls over Financial Reporting

Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Management is responsible for the design of the Company’s internal controls over financial reporting.

The Company’s internal controls over financial reporting include policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of assets, provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company, and provide reasonable assurance regarding prevention or timely detection of authorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of their inherent limitations, internal controls over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal controls over financial reporting using framework and criteria established in Internal Control-Integrated Framework, issued by the 2013 Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management has concluded that internal controls over financial reporting were effective as at December 31, 2016.

There has been no change in the Company’s internal controls over financial reporting that occurred during the most recently completed quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Forward Looking Statements

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of applicable Canadian securities legislation. These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking statements. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking statements in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are often, but not always, 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 statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this report and are expressly qualified, in their entirety, by this cautionary statement. In particular, this report contains forward-looking statements, pertaining to the following: capital expenditure programs; estimates of the quality and quantity of the mineral resources and mineral reserves at its mineral properties; development of mineral resources and mineral reserves; treatment under governmental and taxation regimes; expectations regarding the Company’s ability to raise capital; expenditures to be made by the Company on its properties; the Company’s expectations regarding the preparation of a feasibility study for lithium carbonate production at the Lithium Nevada project; the Company’s expectations regarding the preparation of an updated feasibility study at the Cauchari-Olaroz project; the expectation for the development of the Cauchari-Olaroz project through the Company’s joint venture with SQM; work plans to be conducted by the Company, including expectations with respect to the operational status of, and timing of commercial production at, its Fernley plant; the Company’s plans to introduce certain products to the market; and the Company’s ability to source sales contracts for its organoclay products.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016

With respect to forward-looking statements listed above and contained in this report, the Company has made assumptions regarding, among other things:

•

uncertainties relating to receiving mining, exploration, environmental and other permits or approvals in Nevada, USA and Jujuy Province, Argentina;

•

the impact of increasing competition in the lithium business;

•

unpredictable changes to the market prices for lithium and clay-based organoclay products;

•

exploration and development costs for the Cauchari-Olaroz project and the Lithium Nevada project;

•

anticipated results of exploration and development activities;

•

availability of additional financing;

•

the Company’s ability to obtain additional financing on satisfactory terms;

•

the ability to achieve production at any of the Company’s mineral exploration and development properties;

•

preparation of a development plan for lithium carbonate production at the Lithium Nevada project; the market price of organoclay, the Company’s ability to produce RheoMinerals products at a competitive price and to source sales contracts; and

•

the continued growth of the shale gas and ultra-deep oil drilling and lithium industries.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this report including the following: volatility in the market price for minerals; uncertainties associated with estimating mineral resources and mineral reserves, including uncertainties relating to the assumptions underlying mineral resource and mineral reserve estimates; uncertainty of whether there will ever be production at the Company’s mineral exploration properties; geological, technical, drilling or processing problems; liabilities and risks, including environmental liabilities and risks, inherent in mineral extraction operations; fluctuations in currency exchange and interest rates; incorrect assessments of the value of acquisitions; unanticipated results of exploration activities; competition for, amongst other things, capital, undeveloped lands and skilled personnel; lack of availability of additional financing and/or joint venture partners; unpredictable weather conditions; unanticipated delays at the lithium demonstration plant or at the Fernley Facility or in preparing feasibility studies; the ability to manufacture an organoclay product that meets customer requirements; an increase in the costs of manufacturing organoclay, including the costs of any raw materials used in the process; and a reduction in the demand for shale or ultra-deep drilling.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this report are expressly qualified by this cautionary statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Exhibit 4.4

LOGO

LITHIUM AMERICAS CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Expressed in US Dollars)

(Unaudited – Prepared by Management)

LITHIUM AMERICAS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars)




	September 30, 2017 $			December 31, 2016 $
CURRENT ASSETS
Cash and cash equivalents		73,208			8,056
Escrow deposit (Note 4)		833			833
Receivables, prepaids and deposits		1,298			979
Deferred financing costs		1,748			—
Inventories		1,177			531

		78,264			10,399

NON-CURRENT ASSETS
Restricted cash		150			150
Exploration and evaluation assets		1,901			1,447
Escrow deposit (Note 4)		833			1,667
Loan to Joint Venture (Note 4)		11,255			—
Investment in Joint Venture (Note 4)		7,981			13,136
Property, plant and equipment (Note 5)		18,078			18,502

		40,198			34,902

TOTAL ASSETS		118,462			45,301

CURRENT LIABILITIES
Accounts payable and accrued liabilities		4,285			1,637
Current portion of long-term borrowing		130			125
Obligation under finance leases		45			44

		4,460			1,806

LONG - TERM LIABILITIES
Long-term borrowing		735			833
Obligation under finance leases		34			69
Decommissioning provision		179			170

		948			1,072

TOTAL LIABILITIES		5,408			2,878

SHAREHOLDERS’ EQUITY
Share capital		195,643			108,670
Contributed surplus		19,342			11,948
Accumulated other comprehensive loss		1,585			(2,124	)

Deficit		(103,516	)		(76,071	)

TOTAL SHAREHOLDERS’ EQUITY		113,054			42,423
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		118,462			45,301

Change in year-end (Note 2)

Subsequent event (Note 14)

Approved for issuance on November 13, 2017

On behalf of the Board of Directors:


“Gary Cohn”		Director		“George Ireland”		Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUM AMERICAS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except per share amounts, shares in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,

	2017 $			2016 $			2017 $			2016 $
ORGANOCLAY SALES		1,059			452			3,838			620

COST OF SALES
Production costs		(1,416	)		(628	)		(4,295	)		(1,045	)
Depreciation		(159	)		(127	)		(705	)		(187	)

Total cost of sales		(1,575	)		(755	)		(5,000	)		(1,232	)

GROSS LOSS		(516	)		(303	)		(1,162	)		(612	)
EXPENSES
Exploration expenditures (Note 10)		(1,231	)		(676	)		(2,623	)		(1,729	)
Organoclay research and development		(110	)		(101	)		(318	)		(330	)
Other expenses		—			—			(369	)		—
General and administrative (Note 8)		(2,762	)		(1,180	)		(5,334	)		(3,858	)
Share of income/(loss) in Joint Venture (Note 4)		776			(1,231	)		(4,452	)		(1,372	)
Stock-based compensation (Note 6)		(7,139	)		(463	)		(9,729	)		(2,307	)

		(10,466	)		(3,651	)		(22,825	)		(9,596	)

OTHER ITEMS
Foreign exchange (loss)/gain		(2,347	)		211			(4,157	)		179
Convertible security accretion		—			—			—			(323	)
Loss on sale of 50% interest in Minera Exar		—			—			—			(9,010	)
Other income		570			20			699			507

		(1,777	)		231			(3,458	)		(8,647	)

NET LOSS FOR THE PERIOD		(12,759	)		(3,723	)		(27,445	)		(18,855	)

OTHER COMPREHENSIVE INCOME/(LOSS) ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO NET LOSS
Reclassification of cumulative translation adjustment on sale of 50% interest in Minera Exar		—			—			—			15,093
Unrealized gain/(loss) on translation to reporting currency		2,212			(579	)		3,709			(4,572	)

		2,212			(579	)		3,709			10,521

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD		(10,547	)		(4,302	)		(23,736	)		(8,335	)

LOSS PER SHARE - BASIC AND DILUTED		(0.03	)		(0.01	)		(0.08	)		(0.07	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		430,325			300,710			358,948			289,233

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUM AMERICAS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars and shares in thousands)



	Share capital
	Number of Shares		Amount $			Contributed surplus $			Accumulated other comprehensive loss $			Deficit $			Shareholders’ equity $
Authorized share capital:
Unlimited common shares without par value
Balance, December 31, 2016		301,866		108,670			11,948			(2,124	)		(76,071	)		42,423
Shares issued on exercise of stock options (Note 6)		3,557		1,438			(811	)		—			—			627
Shares issued on exercise of warrants (Note 6)		6,717		4,604			(208	)		—			—			4,396
Shares issued on conversion of restricted shares (Note 6)		2,563		1,545			(1,527	)		—			—			18
Deferred share units issued (Note 6)		—		—			256			—			—			256
Restricted shares issued		—		—			97			—			—			97
Shares issued for equity financing (Note 6)		125,000		80,999			—			—			—			80,999
Share issuance costs (Note 6)		—		(1,755	)		—			—			—			(1,755	)
Shares issued on conversion of DSUs		205		142			(142	)								—
Stock-based compensation		—		—			9,729			—			—			9,729
Net loss		—		—			—			—			(27,445	)		(27,445	)
Other comprehensive income		—		—			—			3,709			—			3,709
Balance, September 30, 2017		439,908		195,643			19,342			1,585			(103,516	)		113,054


Balance, December 31, 2015		289,996		104,069			11,203			(12,048	)		(51,619	)		51,605
Shares issued for convertible security		1,978		541			—			—			—			541
Shares issued on exercise of stock options		5,628		1,929			(1,175	)		—			—			754
Shares issued on exercise of warrants		2,034		1,256			(106	)		—			—			1,150
Shares issued on conversion of restricted shares		1,813		701			(627	)		—			—			74
Stock-based compensation		—		—			2,308			—			—			2,308
Net loss		—		—			—			—			(18,855	)		(18,855	)
Other comprehensive income		—		—			—			10,521			—			10,521
Balance, September 30, 2016		301,449		108,496			11,603			(1,527	)		(70,474	)		48,098

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUM AMERICAS CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars)



	For the nine months ended September 30,
	2017 $			2016 $
OPERATING ACTIVITIES
Net loss for the period		(27,445	)		(18,855	)
Items not affecting cash:
Stock-based compensation		9,729			2,307
Depreciation		827			577
Foreign exchange loss/(gain)		4,157			(179	)
Share of loss in Joint Venture (Note 4)		4,452			1,372
Convertible security accretion		—			323
Loss on sale of 50% interest in Minera Exar		—			8,369
Inventories write down		332			348
Other losses/(income)		322			(463	)
Changes in non-cash working capital items:
Increase in receivables, prepaids and deposits		(581	)		(291	)
Increase in inventories		(364	)		(629	)
Increase/(decrease) in accounts payable and accrued liabilities		685			(485	)

Net cash used in operating activities		(7,886	)		(7,606	)

INVESTING ACTIVITIES
Loans to Joint Venture (Note 4)		(11,000	)		—
Contribution to Joint Venture (Note 4)		(238	)		—
Additions to exploration and evaluation assets		(495	)		(657	)
Cash received from Joint Venture		—			14,754
Escrow deposit (Note 4)		833			(2,500	)
Cash acquired from plan of arrangement		—			(93	)
Additions to property, plant and equipment (Notes 5 and 12)		(750	)		(228	)

Net cash (used in)/provided by investing activities		(11,650	)		11,276

FINANCING ACTIVITIES
Proceeds from stock options exercises		627			754
Proceeds from warrants exercises		4,396			1,150
Net proceeds from financings (Note 6)		79,325			3,484
Repayment of convertible security funding		—			(1,653	)
Finance lease and long-term borrowing repayments		(126	)		(119	)

Net cash provided by financing activities		84,222			3,616



EFFECT OF FOREIGN EXCHANGE ON CASH		466			77

CHANGE IN CASH AND CASH EQUIVALENTS		65,152			7,363
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		8,056			2,646

CASH AND CASH EQUIVALENTS - END OF PERIOD		73,208			10,009

Supplemental disclosure with respect to cash flows (Note 12)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

1.	NATURE OF OPERATIONS

Lithium Americas Corp. (“Lithium Americas” or the “Company”) is a Canadian based resource company focused on advancing two significant lithium projects, the Cauchari-Olaroz project, located in Jujuy province of Argentina, and the Lithium Nevada project (formerly the Kings Valley project), located in north-western Nevada, USA, and on the manufacturing and sales of organoclay products.

The Company’s organoclay plant located in Fernley, Nevada, USA manufactures specialty organoclay products, derived from clays, for sale to the oil and gas and other sectors.

The Company’s head office and principal address is Suite 1100-355 Burrard Street, Vancouver, British Columbia, Canada, V6C 2G8. Effective August 11, 2017 the Company’s registered and records office is 2200-885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8.

To date, the Company has not generated significant revenues from operations and has relied on equity and other financings to fund operations. The underlying values of exploration and evaluation assets and investment in joint venture are entirely dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain the necessary financing to complete permitting, development, and to attain future profitable operations.

2.	BASIS OF PREPARATION AND PRESENTATION

The Company changed its fiscal year end from September 30 to December 31, effective 2016. The Company changed its year end in order to align it with the Joint Venture for reporting and planning purposes as well as to bring its financial reporting timetable in line with the other companies in the industry.

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the fifteen months ended December 31, 2016, which have been prepared in accordance with IFRS as issued by the IASB.

These condensed consolidated interim financial statements are expressed in US dollars, the Company’s presentation currency, and have been prepared on a historical cost basis. The Company has used the same accounting policies and methods of computation as in the annual consolidated financial statements for the fifteen months ended December 31, 2016.

3.	SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

Accounting standards and amendments issued but not yet adopted

IFRS 9, Financial Instruments (“IFRS 9”), addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting standards and amendments issued but not yet adopted (continued)

For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in OCI, for liabilities designated as FVTPL. The standard is effective for accounting periods beginning on or after January 1, 2018. The Company is still in the process of assessing the impact of the new standard but does not anticipate the adoption of this standard to have a material impact on the Company’s consolidated financial statements.

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”), deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. IFRS 15 was issued in May 2014 by the IASB. Under IFRS 15, revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18, Revenue, and IAS 11, Construction Contracts, and related interpretations. The standard is effective for annual periods beginning on or after January 1, 2018. The Company is still in the process of assessing the impact of the new standard but does not expect the adoption of this standard to have a material impact on the timing or amounts of revenue recognized in its consolidated financial statements.

Critical Accounting Estimates and Judgements

The preparation of these condensed consolidated interim financial statements in conformity with IFRS requires judgments, estimates, and assumptions that affect the amounts reported. Those estimates and assumptions concerning the future may differ from actual results. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these condensed consolidated interim financial statements, the Company makes judgements, estimates and assumptions concerning the future which may vary from actual results. The significant estimates and judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were substantially the same as those that applied to the consolidated financial statements as at and for the fifteen months ended December 31, 2016, except as follows:

The application of the Company’s accounting policy for exploration and evaluation assets requires judgement in assessing when the commercial viability and technical feasibility of the Cauchari-Olaroz project has been determined, at which point the asset is reclassified to property and equipment. In the judgement of the Company, the commercial viability and technical feasibility of the Cauchari-Olaroz project has been demonstrated effective July 1, 2017.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

4.	INVESTMENT IN JOINT VENTURE

On March 28, 2016, the Company entered into an agreement with SQM to form a 50/50 Joint Venture on the Cauchari-Olaroz project in Jujuy, Argentina.

The Joint Venture is governed by a Shareholders Agreement which provides for (i) equal representation by the Company and SQM on its Management Committee, (ii) unanimous approval by the Company and SQM on budgets and timing of expenditures, (iii) the right to purchase a 50% share of production and (iv) buyout and termination provisions in the event that SQM chooses not to proceed with the project.

In May 2016, SQM and the Company also entered into an Escrow Agreement requiring the Company to deposit $2,500 of the $15,000 contribution (the “Escrow Amount”) into an escrow account. Subject to certain provisions, the Escrow Amount will be released to the Company over three years as follows: $833 was received in April 2017, $833 will be released on March 28, 2018, and $833 will be released on March 28, 2019. The Escrow Amount can be used to pay certain contingent liabilities of Minera Exar, if any arise, related to the actions prior to the Joint Venture formation. The Company has also provided a guarantee for up to $354 in transaction related costs in the event that such costs arise in the future.

Effective July 1, 2017, the Joint Venture’s Cauchari-Olaroz project entered the development phase. Accordingly, all costs directly attributable to the project are capitalized.

The changes in investment in the Joint Venture since initial contribution are as follows:




Initial contribution to Joint Venture – March 28,2016	$
50% of net asset value of Minera Exar	13,276
50% of contribution for Joint Venture project development	5,000
Total initial contribution	18,276
Share of loss of Joint Venture	(3,987	)
Translation adjustment	(1,153	)
Investment in Joint Venture – December 31, 2016	13,136
Share of loss of Joint Venture – for the nine months ended September 30, 2017	(4,452	)
Translation adjustment – for the nine months ended September 30, 2017	(858	)
Contribution to Joint Venture by LAC	283
Elimination of unrealized interest on loans to Joint Venture	(128	)
Investment in Joint Venture – September 30, 2017	7,981

During the nine months ended September 30, 2017, the Company entered into two loan agreements and advanced $11,000 to Minera Exar. The rate of interest on the first loan with a principal amount of $5,000 is 12-month LIBOR plus 3% and is calculated on the basis of a 360-day year. The maturity date of the first loan is two years following the drawdown date. The rate of interest on the second loan with a principal amount of $6,000 is 12-month LIBOR plus 10% and is calculated on the basis of a 360-day year. The maturity date of the second loan is fifteen years following the drawdown date. The interest on both loans is accrued on a non–compounding basis. The loans will be used by Minera Exar for mining exploration or mining construction and development purposes.

In October 2017, the Company made an irrevocable capital contribution, proportionate to its 50% interest in the Joint Venture, for future capital increases in Minera Exar in an amount of $13,300 to develop, explore, and operate the Cauchari-Olaroz project.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

4.	INVESTMENT IN JOINT VENTURE (continued)

JEMSE Arrangement

If it exercises its right, JEMSE will be required to provide its pro rata (8.5%) share of the financing requirements for the construction of the Cauchari-Olaroz project. These funds will be loaned to JEMSE by the shareholders of Minera Exar and will be repayable out of one-third of the dividends to be received by JEMSE over future years from the project. The distribution of dividends to JEMSE and other shareholders in the project will only commence once all commitments related to the project and its financing have been met.

5.	PROPERTY, PLANT AND EQUIPMENT



	Land $		Buildings $		Equipment and machinery $			Organoclay plant $		Other $			Total $
Cost
As at September 30,2015		371		1,957		5,068			11,149		356			18,901
Additions		15		184		88			346		70			703
Disposition		—		—		—			—		(29	)		(29	)
Contribution to Joint Venture		—		—		—			—		(12	)		(12	)
Foreign exchange		—		—		—			—		(3	)		(3	)
As at December 31, 2016		386		2,141		5,156			11,495		382			19,560
Additions		—		2		558			—		212			772
Write downs		—		—		(399	)		—		—			(399	)
As at September 30, 2017		386		2,143		5,315			11,495		594			19,933



	Land $		Buildings $		Equipment and machinery $			Organoclay plant $		Other $			Total $
Accumulated depreciation
As at September 30, 2015		—		—		112			—		76			188
Depreciation for the year		—		76		335			431		52			894
Disposition		—		—		—			—		(20	)		(20	)
Contribution to Joint Venture		—		—		—			—		(4	)		(4	)
As at December 31, 2016		—		76		447			431		104			1,058
Depreciation for the period		—		80		269			431		47			827
Write downs		—		—		(30	)		—		—			(30	)
As at September 30, 2017		—		156		686			862		151			1,855

	Land $		Buildings $		Equipment and machinery $			Organoclay plant $		Other $			Total $
Net book value
As at December 31, 2016		386		2,065		4,709			11,064		278			18,502
As at September 30, 2017		386		1,987		4,629			10,633		443			18,078

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

6.	ISSUED CAPITAL, EQUITY COMPENSATION AND WARRANTS

Ganfeng Investment Agreement

During the nine months ended September 30, 2017, the Company completed the closing of the investment agreement (the “Ganfeng Investment Agreement”) with GFL International Co., Ltd. (“Ganfeng”) for funding to advance the construction of the Cauchari-Olaroz lithium project in Jujuy, Argentina.

Pursuant to the Investment Agreement:

•

The Company issued to Ganfeng 75,000 common shares at a price of CDN$0.85 per share, for an aggregate cash subscription of CDN$63,750 ($47,460).

•

Ganfeng will provide to Lithium Americas a $125,000 project debt facility to be used to fund a portion of Lithium Americas’ share of Cauchari-Olaroz construction costs. The project debt facility has a term of six years, with an interest rate of 8.0% for the first three years that increases to 8.5% in year four, 9.0% in year five and 9.5% in year six;

•

Ganfeng and the Company have agreed to terms for an offtake entitlement in favour of Ganfeng for the purchase of up to 80% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production at market prices;

•

Ganfeng is entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

Bangchak Investment Agreement

During the nine months ended September 30, 2017, the Company completed the closing of the investment agreement (the “Bangchak Investment Agreement”) with The Bangchak Petroleum Public Company Limited (“Bangchak”) through its wholly-owned subsidiary, BCP Innovation Pte Ltd (“BCPI”) for funding to advance the construction of the Cauchari-Olaroz lithium project in Jujuy, Argentina.

Pursuant to the Investment Agreement:

•

The Company issued to BCPI 50,000 common shares at price of CDN$0.85 per share for an aggregate cash subscription of CDN$42,500 ($33,539).

•

BCPI will provide to Lithium Americas an $80,000 project debt facility to be used to fund a portion of Lithium Americas’ share of Cauchari-Olaroz construction costs. The project debt facility has a term of six years, with an interest rate of 8.0% for the first three years that increases to 8.5% in year four, 9.0% in year five and 9.5% in year six;

•

BCPI and the Company have agreed to terms for an offtake entitlement in favour of BCPI for the purchase of up to 20% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production at market prices;

•

BCPI is entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

Financing costs of $1,755, related to the equity portion of the Ganfeng and Bangchak financings, were recorded as share issuance costs. $81 of these costs are included in accounts payable and accrued liabilities on September 30, 2017. Financing costs of $1,748, related to the debt portion of the Ganfeng and Bangchak financings, are deferred and included in receivables, prepaids, and deposits and will be amortized over the terms of the loans. $1,517 of these costs are included in accounts payable and accrued liabilities on September 30, 2017.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

6.	ISSUED CAPITAL, EQUITY COMPENSATION AND WARRANTS (continued)

Equity Incentive Plan

Restricted Shares

During the nine months ended September 30, 2017, the Company granted approximately 7,845 RSs to its directors, executive officers, and employees. The total estimated fair value of the RSs was $7,812 based on the market value of the Company’s shares on the grant date. The fair value of RS is being recorded as a share-based payments expense and charged to operating expenses over the vesting periods.

During the nine months ended September 30, 2017, the fair value of RSs of $6,713 (nine months ended September 30, 2016 - $1,367) was recorded as a share-based payments expense and charged to operating expenses.

A summary of changes to restricted shares is as follows:



	Number of RSs (in 000’s)			FMV Price per share, (CDN$)
Balance, RSs September 30, 2015		—			—
Granted		3,247			0.47
Granted		350			0.75
Granted		100			0.73
Granted		350			0.96
Granted		320			0.74
Converted into common shares		(1,613	)		(0.47	)
Converted into common shares		(200	)		(0.75	)
Converted into common shares		(100	)		(0.73	)
Balance, RSs December 31, 2016		2,454			0.56

Granted		2,825			0.91
Granted		900			1.00
Granted		134			0.92
Granted		3,986			1.61
Converted into common shares		(600	)		(0.47	)
Converted into common shares		(1,143	)		(0.91	)
Converted into common shares		(150	)		(0.75	)
Converted into common shares		(320	)		(0.76	)
Converted into common shares		(350	)		(0.96	)
Balance, RSs September 30, 2017		7,736			1.24

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

6.	ISSUED CAPITAL, EQUITY COMPENSATION AND WARRANTS (continued)

Deferred Share Units

During the nine-month period ended September 30, 2017, the Company awarded 365 DSU’s in connection with fees payable to independent directors of the Company and 205 DSUs were converted into common shares.

As at September 30, 2017, the Company had 206 DSUs outstanding.

Stock Options

On April 4, 2017, the Company granted 4,175 stock options at the exercise price of CDN$0.98 per option to its directors, executive officers, and employees. The expiry date of the stock options is April 4, 2022. The fair value of the stock options was estimated at CDN$0.42 per option for a total of CDN$1,754 which will be expensed over the 18-month vesting period. The fair value of stock options was estimated on the date of grant using the Black-Scholes Option pricing model with the following assumptions: risk-free rate of 0.7%, estimated volatility 73%, expected life of three years, share price on the grant date of CDN$0.91, and expected dividend yield of 0%. Annualized volatility was determined solely based on historical volatility.

On April 4, 2017, the Company also granted 1,000 stock options at the exercise price of CDN$0.98 per option to two of its executive officers. The expiry date of the stock options is April 4, 2022. The fair value of the stock options was estimated at CDN$0.42 per option for a total of CDN$420 which will be expensed over the 18-month vesting period. The fair value of stock options was estimated on the date of grant using the Black-Scholes Option pricing model with the following assumptions: risk-free rate of 0.7%, estimated volatility 73%, expected life of three years, share price on the grant date of CDN$0.91, and expected dividend yield of 0%. Annualized volatility was determined solely based on historical volatility. 500 of the options granted on April 4, 2017, are subject to an 18-months vesting period starting on the closing of the Ganfeng and Bangchak Investment Agreements. The remaining 500 of these options are subject to an 18-month vesting period starting on the first drawdown of debt under the Ganfeng and Bangchak Investment Agreements.

On May 16, 2017, the Company granted 500 stock options at the exercise price of CDN$1.00 per option to a director and officer. The expiry date of these stock options is May 16, 2022. The fair value of the stock options was estimated at CDN$0.47 per option for a total of CDN$235 which will be expensed over the 18-month vesting period. The fair value of stock options was estimated on the date of grant using the Black-Scholes Option pricing model with the following assumptions: risk-free rate of 0.7%, estimated volatility 72%, expected life of three years, share price on the grant date of CDN$1.00, and expected dividend yield of 0%. Annualized volatility was determined solely based on historical volatility.

On September 14, 2017, the Company granted 9,300 stock options at the exercise price of CDN$1.61 per option to its directors and officers. The expiry date of the stock options is September 14, 2022. The fair value of the stock options was estimated at CDN$0.75 per option for a total of CDN$6,975 which will be expensed over the 18-month vesting period. The fair value of stock options was estimated on the date of grant using the Black-Scholes Option pricing model with the following assumptions: risk-free rate of 1.6%, estimated volatility 69%, expected life of three years, share price on the grant date of CDN$1.61, and expected dividend yield of 0%. Annualized volatility was determined solely based on historical volatility.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

6.	ISSUED CAPITAL, EQUITY COMPENSATION AND WARRANTS (continued)

Equity Incentive Plan (continued)

Stock Options

Stock options outstanding and exercisable as at September 30, 2017, are as follows:



Number of Options Outstanding (in 000’s)	Number of Options Exercisable (in 000’s)		Exercise Price CDN$		Expiry Date
450		450		0.27	October 21, 2018
1,105		1,105		0.38	April 19, 2019
275		275		0.49	July 16, 2019
3,708		3,708		0.29	July 16, 2019
500		500		0.69	August 15, 2019
533		533		0.34	February 12, 2020
1,213		1,213		0.30	October 5, 2020
3,563		3,563		0.47	March 30, 2021
500		375		0.75	May 1, 2021
500		375		0.96	August 11, 2021
260		195		0.91	August 30, 2021
3,875		969		0.98	April 4, 2022
1,000		500		0.98	April 4, 2022
500		125		1.00	May 16, 2022
9,300		2,325		1.61	September 14, 2022
27,282		16,211

A summary of changes to stock options outstanding is as follows:



	Number of Options (in 000’s)			Weighted Average Exercise Price, (CDN$)
Balance, outstanding September 30, 2015		17,331			0.43
Expired		(1,450	)		(1.23	)
Forfeited		(116	)		(0.45	)
Exercised		(8,011	)		(0.35	)
Granted		9,365			0.46
Balance, outstanding December 31, 2016		17,119			0.43

Forfeited		(362	)		(0.76	)
Exercised		(4,450	)		(0.41	)
Granted		14,975			1.37
Balance, outstanding September 30, 2017		27,282			0.94

During the nine-month period ended September 30, 2017, 2,453 options were exercised under the cashless exercise provision of the Company’s stock option plan, resulting in the issuance of 1,560 common shares of the Company.

Stock-based compensation expense related to stock options of $3,016 (nine months ended September 30, 2016 - $940) was charged to operations and credited to contributed surplus to reflect the fair value of stock options vested during the period ended September 30, 2017. At September 30, 2017, $1,535 of the fair value of stock options previously granted but not yet vested remains to be expensed in fiscal 2017, $2,952 in fiscal 2018, and $11 in fiscal 2019. At December 31, 2016, $317 of the fair value of stock options previously granted but not yet vested remained to be expensed in fiscal 2017, and $5 in fiscal 2018. The weighted-average fair market share price on the date of the stock options exercised was CDN$1.12.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

6.	ISSUED CAPITAL, EQUITY COMPENSATION AND WARRANTS (continued)

Equity Incentive Plan (continued)

Warrants

A summary of the changes in the number of the Company’s share purchase warrants is as follows:



	Number of Warrants (in ‘000’s)			Weighted Average Exercise Price (CDN$)			Expiry Date
Balance, September 30, 2015		17,777			0.81
Exercised		(371	)		0.58		May 16, 2016
Exercised		(1,344	)		0.75		May 16, 2016
Exercised		(215	)		0.90		June 9, 2017
Exercised		(25	)		0.70		June 9, 2017
Exercised		(79	)		0.48		August 28, 2016
Expired		(6,409	)		(0.75	)	May 16, 2016
Balance, December 31, 2016		9,334			0.87


Exercised		(717	)		0.70		June 9, 2017
Exercised		(4,594	)		0.90		June 9, 2017
Exercised		(1,406	)		0.85		May 19, 2018
Expired		(898	)		0.90		June 9, 2017
Balance, September 30, 2017		1,719			0.85

Subsequent to September 30, 2017, all outstanding warrants of the Company were exercised for the purchase of common shares.

7.	RELATED PARTY TRANSACTIONS

Up to August 14, 2017, the Company paid its non-executive directors a base annual fee of $35 per year and an additional $5 per year to a Committee Chair, $10 to the Company’s Audit Committee Chair, and $25 to the Company’s Board Chair. In addition, the Company paid $1 per meeting in cash for Board meetings in excess of six meetings per year.

Effective August 14, 2017, the Company revised the remuneration of its non-executive directors to a base annual fee of $80 per year and an additional $18 per year to the Company’s Audit Committee Chair, $13 to the Company’s other Committee Chairs, and $40 to the Company’s Board Chair. In addition, the Company will pay $1 per meeting in cash for Board meetings in excess of six meeting per year. The fees will be settled through a combination of cash and the issuance of DSUs with each board member obligated to receive a minimum of 50% and a maximum of 100% of all such compensation in DSUs.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

7.	RELATED PARTY TRANSACTIONS (continued)

The remuneration of directors and members of the executive management team included:



	For the nine months ended September 30,
	2017		2016
	$		$
Stock-based compensation		1,612		503
Bonuses – stock-based compensation		5,847		1,206
Bonuses – cash payments		1,425		—
Salaries, benefits and directors fees included in general and administrative expenses		1,244		1,169
Salaries and benefits included in exploration expenditures		290		242
Salaries allocated to investment in Joint Venture		75		—
		10,493		3,120



	As at September 30,		As at December 31,
	2017		2016
	$		$
Total due to directors and executive team		804		411

There were no contractual or other commitments arising from the related party transactions. The amounts due to related parties are unsecured, non-interest bearing and generally have no specific terms of payment.

8.	GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses during the periods ended September 30, 2017 and 2016:



	For the nine months ended September 30,
	2017		2016
	$		$
Investor relations		55		146
Marketing		411		513
Office and administration		498		464
Professional fees		571		420
Regulatory and filing fees		109		89
Salaries, benefits and directors fees		3,093		1,620
Travel and conferences		565		251
Transaction costs		—		333
Depreciation		32		22
		5,334		3,858

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

9.	COMMITMENTS

As at September 30, 2017, the Company had the following commitments that have not been disclosed elsewhere in these condensed consolidated interim financial statements:



	Not later than 1 year $		Later than 1 year and not later than 5 years $		Later than 5 years $		Total $
Rent of office spaces		274		378		—		652

10.

EXPLORATION EXPENDITURES

The following tables summarize the Company’s exploration expenditures during the nine-month periods ended September 30, 2017 and 2016:



	For the nine months ended September 30, 2017
	Lithium Nevada		Cauchari-Olaroz¹		Total
	$		$		$
Drilling		609		—		609
Engineering		14		—		14
Environmental		89		—		89
Geological and consulting		1,152		428		1,580
Field supplies, other services, and taxes		204		43		247
Lithium demo plant equipment depreciation		84		—		84
Total exploration expenditures		2,152		471		2,623

¹	Expenditures related to the Cauchari-Olaroz project incurred directly by the Company. Starting from July 1, 2017, construction costs related to the Cauchari-Olaroz project are capitalized into Investment in Joint Venture.



	For the nine months ended September 30, 2016
	Lithium Nevada		Cauchari-Olaroz¹		Total
	$		$		$
Engineering		81		34		115
Environmental		47		—		47
Geological and consulting		937		153		1,090
Field supplies, other services, and taxes		114		279		393
Lithium demo plant equipment depreciation		84		—		84
Total exploration expenditures		1,263		466		1,729

¹	Exploration expenditures prior to the formation of the Joint Venture.

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

11.

SEGMENTED INFORMATION

The Company operates in three operating segments and four geographical areas. The Organoclay project is in the production stage, the Lithium Nevada project is in the exploration stage, and the Cauchari-Olaroz project is in the development stage.

The Company’s reportable segments are summarized in the following tables:



	Organoclay $			Lithium Nevada $			Cauchari- Olaroz $			Corporate $			Total $
*As at September 30, 2017*
Property, plant and equipment		17,001			1,044			—			33			18,078
Exploration and evaluation assets		—			1,901			—			—			1,901
Total assets		19,484			3,219			7,981			87,778			118,462
Total liabilities		(1,677	)		(645	)		—			(3,086	)		(5,408	)
*For the three months ended September 30, 2017*
Capital expenditures		411			74			—			3			488
Sales		1,059			—			—			—			1,059
Net loss		502			1,619			(776	)		11,414			12,759
Exploration expenditures		—			1,231			—			—			1,231
Organoclay research and development		110			—			—			—			110

*For the nine months ended September 30, 2017*
Capital expenditures		634			123			—			15			772
Sales		3,838			—			—			—			3,838
Net loss		2,187			3,103			4,452			17,703			27,445
Exploration expenditures		—			2,152			471			—			2,623
Organoclay research and development		318			—			—			—			318

*For the three months ended September 30, 2016*
Capital expenditures		—			—			—			31			31
Sales		452			—			—			—			452
Net loss		603			766			1,231			1,123			3,723
Exploration expenditures		—			676			—			—			676
Organoclay research and development		101			—			—			—			101

*For the nine months ended September 30, 2016*
Capital expenditures		248			—			—			31			279
Sales		620			—			—			—			620
Net loss		1,583			1,866			2,026			13,380			18,855
Exploration expenditures		—			1,263			466			—			1,729
Organoclay research and development		330			—			—			—			330

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

11.

SEGMENTED INFORMATION (continued)




	Organoclay $			Lithium Nevada $			Cauchari- Olaroz $		Corporate $			Total $
*As at December 31, 2016*
Property, plant and equipment		17,450			1,033			—		19			18,502
Exploration and evaluation assets		—			1,447			—		—			1,447
Total assets		18,585			3,056			13,136		10,524			45,301
Total liabilities		(1,513	)		(291	)		—		(1,074	)		(2,878	)

The Company’s total assets are located in the following geographical areas:




	Canada $		United States $		Germany $		Argentina $		Total $
Non-current assets ¹
As at September 30, 2017		33		19,312		784		7,981		28,110
As at December 31, 2016		19		19,212		868		13,136		33,235
Revenue
For the three months ended September 30, 2017		—		1,059		—		—		1,059
For the three months ended September 30, 2016		—		452		—		—		452
Revenue
For the nine months ended September 30, 2017		—		3,838		—		—		3,838
For the nine months ended September 30, 2016		—		620		—		—		620

¹	Non-current assets attributed to geographical locations exclude deferred income tax assets and financial and other assets.

12.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Supplementary disclosure of the Company’s non-cash transactions is provided in the table below:



	For the nine months ended Sept 30,
	2017 $		2016 $
Accounts payable related to property, plant and equipment		25		—
Accounts payable related to inventories		545		161
Accounts payable related to financings		1,598		175
Deferred financings costs		1,517		—
RSs and DSUs granted in lieu of deferred salaries and directors’ fees		353		80



Interest/finance charges paid		40		46
Income taxes paid		—		—

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

13.

FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the condensed consolidated interim statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

Level 3 – Inputs for assets and liabilities that are not based on observable market data.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, escrow deposit, receivables, and loans to the Joint Venture. The Company’s maximum exposure to credit risk for cash and cash equivalents, and escrow deposit is the amount disclosed in the condensed consolidated interim statements of financial position. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions and invests only in short-term obligations that are guaranteed by the Canadian government or by Canadian and US chartered banks.

Included in the receivables, prepaids and deposits are credit sales receivables of $778. Management’s assessment of recoverability involves judgments regarding the probable outcomes of claimed deductions and/or disputes. The provisions made to date may be subject to change.

The Company’s receivables, prepaids and deposits include an $84 bank deposit for the Company’s secured credit cards and other miscellaneous receivables that are subject to normal industry credit risk.

Management believes that the credit risk concentration with respect to financial instruments included in cash and cash equivalents and receivables is minimal.

Liquidity Risk

LITHIUM AMERICAS CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited – Prepared by Management)

(Expressed in thousands of US dollars, except for per share amounts, shares in thousands)

13.

FINANCIAL INSTRUMENTS (continued)

Liquidity Risk (continued)

As at September 30, 2017, the Company had a cash and cash equivalents balance of $73,208 (December 31, 2016 - $8,056) to settle current liabilities of $4,460 (December 31, 2016 - $1,806).

The following table summarizes the maturities of the Company’s financial liabilities on an undiscounted basis:



	Years ending December 31,
	2017 $		2018 $		2019 and later $		Total $
Accounts payable and accrued liabilities		4,285		—		—		4,285
Long-term borrowing ^¹		43		172		790		1,005
Obligation under finance leases ^¹		12		48		24		84
Total		4,340		220		814		5,374

¹	Long-term borrowing and obligation under capital leases include principal and interest/finance charges.

Market Risk

Foreign Currency Risk

The Company’s operations in foreign countries are subject to currency fluctuations and such fluctuations may affect the

Company’s financial results. The Company reports its financial results in United States dollars and incurs expenditures in Canadian dollars (“CDN$”), US dollars (“US$”), Euros (“€”), and Argentinian pesos (“ARS”) with the majority of the expenditures being incurred in US$ by the Company’s subsidiaries. As at September 30, 2017, $67,426 of the

Company’s $73,208 in cash and cash equivalents was held in US$.

14.

SUBSEQUENT EVENT

On November 3, 2017, the Company announced that it has applied to list its common shares on the NYSE American stock exchange. In connection with the planned U.S. listing, and as previously authorized by its shareholders, the Company effected a consolidation of its outstanding common shares on the basis of one new common share for every five outstanding common shares. The consolidation took effect on November 8, 2017.

Exhibit 4.5

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Background

This Management’s Discussion and Analysis (“MD&A”), prepared as of November 13, 2017, should be read in conjunction with the condensed consolidated interim financial statements (“financial statements”) and the notes thereto of Lithium Americas Corp. (“Lithium Americas”, the “Company”, or “LAC”) for the nine months ended September 30, 2017, and the audited consolidated financial statements and notes thereto of Lithium Americas for the fifteen months ended December 31, 2016, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Refer to Notes 2 and 3 of the audited consolidated financial statements for the fifteen months ended December 31, 2016, for disclosure of the Company’s significant accounting policies. All amounts are expressed in United States dollars, unless otherwise stated. This MD&A contains “forward looking statements” and readers should read the cautionary note contained in the section entitled “Forward Looking Statements” contained in this MD&A regarding such forward looking statements.

Significant Updates on Company’s Projects from the Start of Fiscal Year

Cauchari-Olaroz :

•

The Cauchari-Olaroz project remains on schedule to begin production in 2019.

•

US$48.6 million has been advanced to Minera Exar year-to-date by the joint venture partners (including US$24.3 million by the Company) in the form of loans and equity contributions to fund exploration, construction and development.

•

Development activities continue with the advancement of detailed engineering, camp construction, design and supplies purchases. Pond contractor was selected and construction is targeted to begin in Q4 2017. Earth works, production well drilling and hydrological testing are underway.

•

On May 11, 2017, a National Instrument 43-101 (“NI 43-101”) technical report that summarizes the Stage 1 DFS (as defined below) was filed on SEDAR ( http://www.sedar.com ). The Company’s share of the expected capital expenditures for the construction of Stage 1 of the Cauchari-Olaroz project is approximately US$212.5 million before value-added taxes (“VAT”) taxes and working capital.

•

On June 29, 2017, senior executives from Minera Exar, Lithium Americas and SQM (as defined below) attended a meeting in Buenos Aires with government officials from Argentina, including the President of Argentina, Mauricio Macri, and the Governor of the Province of Jujuy, Gerardo Morales. All parties reaffirmed their commitment to support the development of the Cauchari-Olaroz project.

Lithium Nevada:

•

Assembled a strong technical team with experience in the lithium industry, project engineering, geology and permitting.

•

Advancing a scalable process to produce lithium hydroxide from lithium-bearing claystone.

•

Conducting an exploration program with the objectives of increasing the confidence of the identified resource, potentially expanding the size of the resource, and better understanding the areas that are unconfined by drilling.

•

Engaged The Advisian WorleyParsons Group (“WorleyParsons”) to complete a NI 43-101 Preliminary Feasibility Study (PFS) by the end of Q2 2018.

•

Approved budget of US$10.5 million through to Q3 2018.

•

Examining future strategic partnership/financing alternatives to collaborate on and develop the Lithium Nevada project.

RheoMinerals:

•

RheoMinerals (as defined below) is experiencing a significant increase in sales to oilfield service companies since the start of commercial operations at Fernley plant in Nevada in April 2016. The sales for the nine months ended September 30, 2017 reached US$3.8 million (2016 period- US$0.6 million).

•

RheoMinerals continues the development of environmental and other products.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Corporate:

•

On May 10, 2017, Gabriel Rubacha was appointed President of South American Operations. Mr. Rubacha is a director of Lithium Americas and was previously the Commercial Director of Techint Engineering and Construction S.A.

•

On June 7, 2017, Wang Xiaoshen and Jonathan Evans were appointed to Lithium Americas’ Board of Directors. Mr. Wang is currently Vice Chairman and Executive Vice President of Jiangxi Ganfeng Lithium Co. Ltd. Mr. Evans has more than 20 years of operations and general management experience and was previously Vice President and GM for the Lithium Division at FMC Corporation.

•

On June 7, 2017, the Company announced the closing of the investment agreement with Ganfeng Lithium (“Ganfeng Lithium investment agreement”). Pursuant to the investment agreement, Ganfeng Lithium agreed to provide Lithium Americas with an aggregate of approximately US$172 million in equity and debt financing.

•

On June 28, 2017, Gary Cohn was appointed to Lithium Americas’ Board of Directors. Mr. Cohn was previously employed with Magna International Inc. overseeing mergers and acquisitions.

•

In July 2017, the Company closed the investment agreement (Bangchak investment agreement”) with Bangchak Corporation Public Company Limited (“Bangchak”). Pursuant to the Bangchak investment agreement, Bangchak has agreed to provide Lithium Americas with an aggregate of approximately US$113 million in equity and debt financing primarily to fund a portion of the Company’s share of construction costs for the Cauchari-Olaroz lithium project. The parties also executed an investor rights agreement in which a nominee of Bangchak is entitled to be appointed to the Board of Directors.

•

On July 17, 2017, the Company appointed Chaiwat Kovavisarach, the CEO of Bangchak, to the Board of Directors.

•

As a result of the closing of the Ganfeng Lithium and Bangchak investment agreements, the Company has US$205 million in undrawn debt facilities.

•

On August 15, 2017, the Company appointed Alexi Zawadzki as the President of North American Operations. Alexi has over 20 years of experience developing and constructing mining and energy projects across North and South America, in addition to the management of technical teams and business units.

•

As at September 30, 2017, the Company had US$73.2 million in cash and cash equivalents.

•

On November 3, 2017, the Company announced that it has applied to list its common shares on the NYSE American stock exchange. In connection with the planned U.S. listing, the Company has effected a consolidation of its outstanding common shares on the basis of one new common share for every five outstanding common shares, effective November 8, 2017.

Company Overview

Lithium Americas is a Canadian-based resource company focused on the advancement of two significant lithium projects: the Cauchari-Olaroz project, located in Jujuy Province of Argentina, and the Lithium Nevada project (formerly the Kings Valley project), located in north-western Nevada, USA, and on the manufacturing and sales of organoclay products from its plant located in Fernley, Nevada.

On March 28, 2016, the Company entered into an agreement with SQM POTASIO S.A., a subsidiary of Sociedad Quimica y Minera de Chile S.A. (“SQM”) to form a 50/50 joint venture (the “Joint Venture”) on the Cauchari-Olaroz project. The Company’s former wholly-owned subsidiary Minera Exar S.A. (“Minera Exar”) was used for formation of the Joint Venture. The Cauchari-Olaroz project is a lithium brine project.

The Lithium Nevada project is a clay-based lithium project and has been the subject of extensive exploration and processing development work. The Company has recently expanded its technical team and is currently in the process of advancing permitting and exploration, in addition to the development of innovative lithium extraction and processing technologies that build on previous successful piloting studies for this project.

The Company is advancing both of its lithium projects with the intention of delivering lithium products for the growing lithium ion battery sector. Lithium Americas intends for its lithium business to become significant contributor to the global lithium supply chain.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

In addition, the Company’s wholly-owned subsidiary RheoMinerals Inc. (“RheoMinerals”) operates an organoclay plant located in Fernley, Nevada, USA and manufactures specialty organoclay products, derived from clays. RheoMinerals’ products are used by the oil and gas industry as specialty viscosifier additives for drilling fluids and in other sectors.

The Company’s head office is located at Suite 1100-355 Burrard Street, Vancouver, BC, Canada, V6C 2G8. The Company trades in Canada on the Toronto Stock Exchange under the symbol “LAC” and in the US on OTCQX under the symbol “LACDF”. The Company operates in the United States through its wholly owned subsidiaries, Lithium Nevada Corp. (formerly Western Lithium Corp.) and RheoMinerals Inc. (formerly Hectatone Inc.) and in Argentina through the Joint Venture. Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com.

Description of Business

Cauchari-Olaroz Project, Jujuy Province, Argentina

The Joint Venture with SQM began to advance the Cauchari-Olaroz project immediately after the closing of the transaction on March 28, 2016, and the operating team is continuing to progress the work plan. The Joint Venture is strongly committed to advancing the Cauchari-Olaroz project as expediently as possible and an organization was put in place, with the support from both Joint Venture partners, for the execution and management of the operation. Stage 1 of the project is on schedule to commence commerical production by 2019. The project is fully permitted and construciton is underway.

The Joint Venture is governed by a Shareholders Agreement which provides for (i) equal representation by the Company and SQM on its Management Committee, (ii) unanimous approval by the Company and SQM on budgets and timing of expenditures, (iii) the right to purchase a 50% share of the production and (iv) buyout and termination provisions in the event that SQM chooses not to proceed with the project.

JEMSE Arrangement

Updated Feasibility Study

On March 29, 2017 the Company announced results of a Definitive Feasibility Study (the “Stage 1 DFS”) on the first stage of the Cauchari-Olaroz project.

Unless otherwise stated, all figures are quoted in U.S. dollars (“$”) and are reported on a 100% equity project basis.

Highlights of the Stage 1 DFS:

•

Average annual production of 25,000 tonnes of battery-grade lithium carbonate over a 40-year project life

•

Estimated construction capital cost of $425 million, before working capital and VAT

•

Average operating costs of $2,495/t of battery-grade lithium carbonate produced

•

Average annual EBITDA of $233 million, after-tax NPV of $803 million (at a 10% discount rate) and after-tax IRR of 28.4% assuming a price of $12,000/t of battery-grade lithium carbonate sold

•

Creation of at least 260 permanent jobs during the 40 years of operations and employment of at least 800 people during the 2-year construction period

•

Government confirmation of all necessary permits to commence construction and operate.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

The Joint Venture is pursuing a development plan at the Cauchari-Olaroz project for production capacity of 50,000 tonnes per annum (“tpa”) of battery-grade lithium carbonate (“Li2CO3”) in two stages, with each stage consisting of 25,000 tpa of Li2CO3. The Stage 1 DFS covers the first stage (“Stage 1”) and the plant for Stage 1 has been engineered to integrate production from the second stage (“Stage 2”). No estimated financial results or reserve estimate associated with Stage 2 are included in the Stage 1 DFS. The results of the Stage 1 DFS are provided below:


Cauchari-Olaroz Stage 1 DFS Results
	Stage 1 DFS
Lithium carbonate price	$	12,000/t Li ₂ CO ₃
Average annual production		25,000 tpa Li ₂ CO ₃
Expected project life		40 years
Project capital costs	$	425 million
Operating costs	$	2,495/t Li ₂ CO ₃
Average annual EBITDA	$	233 million
Pre-tax NPV 10% discount	$	1,266 million
After-tax NPV 10% discount	$	803 million
Pre-tax IRR		34.0	%
After-tax IRR		28.4	%
Payback period		3 years, 5 months

The Company has recently filed a NI 43-101 technical report that summarizes the Stage 1 DFS on SEDAR (http://www.sedar.com) and on the Company’s website ( http://www.lithiumamericas.com ).

Project Financing

The Company has recently closed two financings with GFL International Co., Ltd., a wholly-owned subsidiary of Jiangxi Ganfeng Lithium Co., Ltd. (“Ganfeng Lithium”) and with BCP Innovation Pte Ltd., a wholly-owned subsidiary of Bangchak. Together, Lithium Americas has raised approximately $285 million in debt and equity, providing it with a strong financial position to fund the remaining share of Cauchari-Olaroz’ capital costs alongside its joint venture partner, SQM.

Political and Economic Changes in Argentina

Lithium Nevada Project, Nevada, USA

The Company is developing the 100% owned Lithium Nevada project, a clay-based lithium resource in the McDermitt Caldera, through its wholly owned subsidiary, Lithium Nevada Corp. (“Lithium Nevada”). Building on years of exploration and testing, a Preliminary Feasibility Study (the “PFS”) on the Lithium Nevada project is expected to be complete by the end of Q2 2018 to demonstrate the economic potential of producing lithium hydroxide from lithium-bearing claystone.

The Lithium Nevada project is advancing a process technology with the objective to produce battery-grade lithium hydroxide from claystone. The flowsheet is designed to use leaching to liberate lithium from the ore, and to apply proven purification technology to produce high-quality lithium compounds. Leaching is believed to be advantageous when compared to previously considered processes as it avoids energy-intensive roasting, significantly reduces tailings volume, and maximizes the recovery of lithium through commercially-viable process technology. Test work is underway at a leading lithium manufacturing facility using a combination of laboratory and existing commercial production equipment. This strategic and cost-effective approach is targeted to advance the testing process towards final design and provides options for future strategic partnership/financing alternatives. Ongoing process test work is currently focused on refinement of the following aspects of the flowsheet: the characterization and beneficiation of ore; optimizing leaching and recovery conditions of lithium from claystone; and purification and production of high-value lithium compounds.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

The Lithium Nevada project’s lithium clay resource is the largest known lithium resource in the United States, and is unconfined by drilling. An exploration program commenced in 2017 at the Lithium Nevada project (the “2017 Exploration Program”) consisting of drilling and seismic work. The purpose of the 2017 Exploration Program is to increase the confidence of the identified resource, potentially expand the size of the resource, and better understand areas that are unconfined by drilling.

A total of 70 drill targets have been strategically located within, and to the south and to the east, of the Lithium Nevada project’s Zone 1 (previously referred to as Stage 1 in the Company’s June, 2016 technical report entitled “Independent Technical Report for the Lithium Nevada Property, Nevada, USA”), where some of the most highly-concentrated lithium clays in North America have been discovered. The 2017 Exploration Program is fully permitted and is expected to be concluded by early 2018. Seismic work was completed in 2017 and will be analyzed with the drilling data obtained from the 2017 Exploration Program to better understand the geological structures in areas unconfined by drilling to the east of Zone 1 of the Lithium Nevada project. Additional seismic exploration is anticipated to be conducted in 2018. The resource at the Lithium Nevada project is near-surface and in some areas the overburden consists of hectorite clay, which has commercial value in other industries. Due to the soft nature of the claystone, conventional open pit mining using truck and shovel methods is contemplated with blasting not considered a requirement for day-to-day operations.

Mineral Resource Statement for Zone 1 (as of May 31, 2016) ⁽¹⁾⁽²⁾


Category	Tonnage (000 t)		Avg. Li (ppm)		Avg. Li (%)		Avg. Li ₂ O (%)		LCE (000 tonnes)
Measured		50,753		3,120		0.312		0.67		843
Indicated		164,046		2,850		0.285		0.61		2,489
Measured and Indicated		214,799		2,910		0.291		0.624		3,332
Inferred		124,890		2,940		0.294		0.63		1,954

Notes:

1.	Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserves.

2.	Resources presented at a Li% 0.20 [0.431 % Li ₂ O] cut-off grade which was determined using the following economic assumptions: US$3.36 Li carbonate/lb; 87.2% metallurgical recovery; US$66/tonne ore processed; US$2.75/tonne material moved.

Lithium Nevada is in the process of completing a PFS compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) to demonstrate the economic potential of extracting lithium hydroxide from claystone. The PFS is expected to be completed by the end of Q2 2018. The Advisian WorleyParsons Group (“WorleyParsons”) has been appointed to lead the PFS and project design. WorleyParsons is a global full-service engineering firm with extensive experience in lithium project design, construction, and preparing NI 43-101 compliant reports. WorleyParsons will focus on project infrastructure, mineral processing and metallurgical testing, capital and operating costs and project economics. Mining Plus Pty Ltd., a sub-contractor to WorleyParsons, will focus on potential mineral reserve estimates and mining methods. Mining Plus is a fully integrated global mining consultancy that has experience in open pit mining, including the development and operation of large-scale lithium mining projects in Australia.

Additional baseline environmental surveys are expected to begin in early 2018 with the major mine plan permit application expected to be initiated in H2 2018. Lithium Nevada has existing fully-certificated water rights within the Quinn River Valley (located 25 km east of the proposed mine site at the Lithium Nevada project) totaling approximately 1,000 acre-feet annually, which is expected to be sufficient for a large-scale lithium mine and processing facility.

Consistent with Lithium Americas’ focus on environmental sustainability, Lithium Nevada and the University of Nevada, Reno (“UNR”) have founded the Rangeland Rehabilitation Research Fund (the “Fund”). The Fund’s mission is to improve sagebrush habitat through effective habitat rehabilitation methods. The Fund will be administered by UNR. Lithium Nevada is providing the seed financing to kick-start the long-term initiative and is entitled to one nominee on the Fund’s board of directors. It is expected that other industry partners will participate and expand the research program.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Anticipated Work Program and Timeline:

•

Q4 2017 / Q1 2018 – complete 2017 Exploration Program.

•

Q1 2018 – finalize process testing.

•

Q1 2018 – advance additional baseline environmental surveys.

•

Q2 2018 – complete PFS, including updated resource and reserve estimates.

•

H2 2018 – initiate major mine plan permitting.

•

H2 2018 – commence detailed engineering.

Lithium Americas’ Board of Directors have approved a budget of US$10.5 million to fund the Lithium Nevada project through to Q3 2018. In addition, the Company is examining future strategic partnership/financing alternatives to collaborate and develop the Lithium Nevada project.

RheoMinerals Business

The organoclay plant, operated by the Company’s wholly-owned subsidiary RheoMinerals, located in Fernley, Nevada, was completed and ready for intended use on April 1, 2016. Accordingly, sales and costs of sales are recorded in respect of these operations commencing April 1, 2016. Prior to April 1, 2016, sales of organoclay product of $0.7 million were accounted for as a reduction of the capitalized costs of organoclay property, plant and equipment. From April 1, 2016 to December 31, 2016 the Company reported $1.2 million in organoclay sales and $3.8 million during the nine months ended September 30, 2017. Most of RheoMinerals’ sales during the nine months ended September 30, 2017 were to oil and gas service sector customers.

In fiscal year 2016, RheoMinerals entered into a Technical Assistance and Royalty Agreement (the “Delmon Agreement”) with Delmon Co. Ltd., part of The Delmon Group of Companies (“Delmon”) in Saudi Arabia. Delmon has business interests spanning wide market segments of products and services, and is a leading local supplier of oilfield minerals and chemicals to Saudi Aramco. Under this agreement, RheoMinerals will collaborate with Delmon in the design and construction of a manufacturing facility (the “Delmon Plant”) for specialty additives used in oil based drilling fluids. The initial product offering will include organophilic bentonite and organophilic lignite products. RheoMinerals will receive $1.2 million (includes $0.3 million received in 2016 and $0.3 million received in Q3 2017) in progress payments upon Delmon achieving certain construction and operational milestones in addition to the reimbursements of expenses and costs of technical personnel. Under the Delmon Agreement, RheoMinerals will also receive royalties from the future Delmon Plant production. Delmon expects to commission the new facility in 2018.

Change in Fiscal Year End

The Company has changed its fiscal year end from September 30 to December 31, effective 2016. The Company changed its year end in order to align it with the Joint Venture for reporting and planning purposes as well as to bring its financial reporting timetable in line with the other companies in the industry.

Selected Financial Information

The following selected financial information is presented in thousands of US dollars, shares in thousands, unless otherwise stated and except per share amounts.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Summary of Selected Assets and Quarterly Results


	2017									2016
	Q3			Q2			Q1			Q5			Q4			Q3			Q2			Q1
	$			$			$			$			$			$			$			$
Total assets		118,462			86,017			48,517			45,301			50,537			53,845			57,664			57,876
Investment in Joint Venture		7,981			7,507			11,649			13,136			16,074			17,673			18,163			—
Property, plant and equipment		18,078			17,876			18,066			18,502			18,618			18,862			19,164			18,932
Working capital		73,804			50,923			9,620			8,593			11,260			13,384			13,667			2,532
Organoclay sales		1,059			1,612			1,167			534			452			168			—			—
Expenses		(10,466	)		(7,969	)		(4,390	)		(5,308	)		(3,651	)		(3,276	)		(2,743	)		(2,707	)
Net loss for the period		(12,759	)		(9,726	)		(4,960	)		(5,598	)		(3,723	)		(3,766	)		(11,366	)		(3,272	)
Basic loss per common share		(0.03	)		(0.03	)		(0.02	)		(0.01	)		(0.01	)		(0.01	)		(0.03	)		(0.01	)
Diluted loss per common share		(0.03	)		(0.03	)		(0.02	)		(0.01	)		(0.01	)		(0.01	)		(0.03	)		(0.01	)

Quarterly amounts added together may not equal to the total reported for the period due to rounding or reclassifications.

*	2016 had five quarters due to the change in year end from September 30 to December 31 during the year.

Total Assets

The Company’s total assets increased by $32,445 in Q3 2017 compared to Q2 2017 mostly due to the proceeds of $33,539 received under the terms of the investment agreement with Bangchak.

The Company’s total assets increased by $37,500 in Q2 2017 compared to Q1 2017 mostly due to the net proceeds of $39,485 received under the terms of the investment agreement with GFL International Co., Ltd (“Ganfeng”).

The Company’s total assets increased by $3,216 in Q1 2017 compared to Q5 2016 mostly due to net proceeds of $7,233 received from the equity financing made by Ganfeng, partially offset by $4,390 of expenses incurred during the period.

Investment in Joint Venture

The increase in the investment in the Joint Venture in Q2 2016 is due to the completion of the transaction with SQM which closed on March 28, 2016.

The changes in investment in the Joint Venture since the initial contribution are as follows:




Initial contribution to Joint Venture – March 28,2016	$
50% of net asset value of Minera Exar	13,276
50% of contribution for Joint Venture project development	5,000
Total initial contribution	18,276
Share of loss of Joint Venture	(3,987	)
Translation adjustment	(1,153	)
Investment in Joint Venture – December 31, 2016	13,136
Share of loss of Joint Venture – for the nine months ended September 30, 2017	(4,452	)
Translation adjustment – for the nine months ended September 30, 2017	(858	)
Contribution to Joint Venture by LAC	283
Elimination of unrealized interest on loans to Joint Venture	(128	)
Investment in Joint Venture – September 30, 2017	7,981

As at September 30, 2017 the aggregate amount of assets and liabilities in the Joint Venture were $45,609 and $29,958 respectively, and the loss for the nine months ended September 30, 2017 was $8,904.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Property, Plant and Equipment

Most of the Company’s property, plant and equipment amounts relate to the RheoMinerals organoclay plant. The plant was constructed during 2014 and considered to be completed and ready for intended use on April 1, 2016. Sales and costs of sales for the organoclay plant were recorded commencing April 1, 2016.

Working Capital

The increase in working capital of $22,881 in Q3 2017 is mostly attributable to the gross proceeds of $33,539 received in connection with the Bangchak investment agreement, net of financings costs of $1,013, proceeds of $953 received from the stock option and warrant exercises and proceeds of $300 received under the Delmon Agreement. These amounts were partially offset by a $6,000 loan provided to the Joint Venture, general and administrative expenses, the annual claim fees paid to the Bureau of Land Management, costs capitalized to property, plant, and equipment, and an increase in accounts payable.

The increase in working capital of $41,303 in Q2 2017 is mostly attributable to the net proceeds of $39,485 received in connection with the Ganfeng Lithium investment agreement and $3,519 received from the stock option and warrant exercises, partially offset by general and administrative expenses.

The increase in working capital of $1,027 in Q1 2017 is mostly attributable to the net proceeds of $7,233 received in connection with the Ganfeng Lithium investment agreement and $550 received from the stock option and warrant exercises, partially offset by a $5,000 loan provided to the Joint Venture and general and administrative expenses. In Q1 2017, the Company reclassified $833 escrow deposit from its non-current assets to current assets. The $833 deposit released from escrow was received in April 2017.

The increase in working capital of $11,135 in Q2 2016 is mostly attributable to the $13,333 receivable from the Joint Venture, which was formed on March 28, 2016.

Organoclay Sales

The Company started to recognize revenues from organoclay sales on April 1, 2016, upon the organoclay plant achieving intended use status.

Expenses and Net Loss

The increase in the Company’s expenses in Q3 2017 compared to Q2 2017 was primarily due to an increase in exploration expeditures incurred as a result of the increase in activity on the Lithium Nevada project, an increase in salaries, benefits, and directors’ fees expense due to executive bonuses awarded in Q3 2017, and an increase in stock-based compensation expense due to new stock options and restricted share grants in Q3 2017. The increase in the Company’s foreign exchange loss was due to the strengthening of the Canadian dollar against the US dollar during the period. The Company holds most of its cash in US currency.

The increase in the Company’s expenses in Q2 2017 compared to Q1 2017 was primarily due to an increase in the Company’s share of loss in the Joint Venture due to the increase in activity on the Cauchari-Olaroz project and to an increase in stock-based compensation expense due to new stock options and restricted share grants in Q2 2017.

The decrease in the Company’s expenses in Q1 2017 compared to Q5 2016 was primarily due to a decrease in the Company’s share of loss in the Joint Venture and lower stock-based compensation expense.

The increase in the Company’s expenses in Q4 2016 and Q3 2016, compared to other quarters was primarily due to increases in the Company’s share of loss in Joint Venture, which was formed on March 28, 2016. The increase in the Company’s share of loss in the Joint Venture from quarter to quarter was due to the increased level of exploration activities on the Cauchari-Olaroz project.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Included in Q3 2017 other income is $300 of proceeds received under the Delmon Agreement.

Included in Q1 2017 other losses is RheoMinerals’ equipment write down of $369 and Lithium Nevada’s property costs write off of $49. In Q2 2016, the Company recorded a loss of $8,979 on the sale of 50% of its equity interest in Minera Exar to SQM mainly due to $15,098 of cumulative exchange differences (“CTA”) in Minera Exar. In March 2016, the Company received a favorable court judgement on the litigation between the Company and a former officer and reversed a previously recorded provision of $544 included in accounts payable and accrued liabilities and recorded the reversal as a gain in other income (loss).

Results of Operations – Nine Months Ended September 30, 2017

For the nine months ended September 30, 2017, the Company reported a net loss of $27,445 compared to a net loss of $18,855 for the nine months ended September 30, 2016, of which a $1,162 gross loss (2016 – $612) is attributed to organoclay sales, $22,825 (2016 – $9,596) is attributed to expenses, and a loss of $3,458 (2016 – $8,647) is attributed to other items discussed in the summary of the quarterly results.

Organoclay Sales and Cost of Sales

The organoclay sales revenue in the period ended September 30, 2017 was $3,838 (2016-$620), with related production costs of $4,295 (2016 – $1,045), and depreciation expense of $705 (2016 – $187), resulting in gross loss from organoclay sales of $1,162 (2016 – $612).

Expenses

Exploration expenditures of $2,623 (2016 – $1,729) includes expenditures incurred for the Lithium Nevada project of $2,152 (2016 – $1,263) and $471 (2016 – $466) in expenditures incurred directly by the Company related to the Cauchari-Olaroz project. The increase in the Company’s exploration expenditures from quarter to quarter is mostly due to advancing the Lithium Nevada project.

Organoclay research and development costs are consistent from period to period and include costs of operating the research and development team and lab for new organoclay products development.

Loss from the Joint Venture of $4,452 (2016 – $1,372) represents the Company’s share of the Joint Venture expenses for the Cauchari-Olaroz project. The increase in the Company’s share of the Joint Venture expenses was due to the increase in activity on the Cauchari-Olaroz project.

Stock-based compensation of $9,729 (2016 – $2,307) is a non-cash expense and consists of the $3,017 estimated fair value of stock options vested during the period and the $6,712 fair market value of restricted shares. During the period ended September 30, 2017, the Company granted 14,975 stock options and 7,845 restricted shares to its directors, executive officers, and employees.

Results of Operations – Nine Months Ended September 30, 2017

Included in General and Administrative expenses of $5,334 (2016 – $3,858):

•

Marketing expenses of $411 (2016 – $513) include salaries, travel expenses, and other miscellaneous expenses of RheoMinerals marketing staff;

•

Office expenses of $498 (2016 – $464) include Vancouver, Reno, Toronto, and Buenos Aires offices rent, insurance, IT, telephone and other related expenses and general office expenses;

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

•

Professional fees of $571 (2016 – $420) consist of legal fees of $256 (2016 – $224), consulting fees of $159 (2016 – $130), public relations fees of $79 (2016 – $23), and accounting fees of $77 (2016 – $43). The increase is due to an increase in corporate activities;

•

Salaries and benefits of $3,093 (2016 – $1,620) include salaries, benefits, and bonuses for the Company’s employees and directors’ fees. The increase in salaries and benefits is due to hiring new employees in 2017 and awarding bonuses to the Company’s two senior executives upon completion of the Bangchak and Ganfeng financings in Q3 2017;

•

Travel and conferences of $565 (2016 – $251). The increase is due to an increase in corporate activities.

Results of Operations – Three Months Ended September 30, 2017

For the three months ended September 30, 2017, the Company reported a loss of $12,759 compared to a loss of $3,723 for the three months ended September 30, 2016 (“2016 period”), of which a $516 loss (2016 period – $303) is attributed to organoclay sales, $10,466 (2016 period – $3,651) is attributed to expenses, and a loss of $1,777 (2016 period – income of $231) is attributed to other items discussed in the summary of the quarterly results.

Organoclay Sales and Cost of Sales

The organoclay sales revenue in Q3 2017 were $1,059 (2016 period – $452), wih related production costs of $1,416 (2016 period – $628) and depreciation expense of $159 (2016 period – $127), resulting in gross loss from organoclay sales of $516 (2016 period – $303). The decrease in the Company’s sales and the increase in gross loss in Q3 2017 compared to Q2 2017 was due to a temprorary shutdown of the Company’s organoclay plant due to equipment replacement. The Company’s sales increased from $534 in Q5 2016 to $1,167 in Q1 2017, and to $1,633 in Q2 2017.

Expenses

Exploration expenditures of $1,231 (2016 period – $676) includes expenditures incurred for the Lithium Nevada project. The increase in the Company’s exploration expenditures is due to advancing of the Lithium Nevada project.

Organoclay research and development costs are consistent from period to period and include costs of operating a small research team and lab for new organoclay products development.

In July 2017, the Joint Venture’s Cauchari Olaroz project entered the development phase. Effective July 1, 2017, all costs directly attributable to the project are being capitalized. The Company’s share of the Joint Venture losses decreased in Q3 2017 compared to prior quarter as the majority of costs were capitalized as project development costs. In addition, the Company recoqnized its share of the Joint Venture’s VAT and other taxes receivable which resulted in the Company’s share of Q3 2017 income in the Joint Venture of $776.

Stock-based compensation of $7,139 (2016 period – $463) is a non-cash expense and consists of the $2,015 estimated fair value of stock options vested during the period and the $5,124 fair market value of restricted shares issued during the period. In Q3 2017, the Company granted 9,300 stock options and 4,120 restricted shares to its directors, executive officers, and employees.

Included in General and Administrative expenses of $2,762 (2016 period – $1,180):

•

Marketing expenses of $155 (2016 period – $164) include salaries, travel expenses, and other miscellaneous expenses of RheoMinerals marketing staff;

•

Office expenses of $183 (2016 period – $183) include Vancouver, Reno, Toronto, and Buenos Aires office rent, insurance, IT, telephone and other related expenses and general office expenses;

•

Professional fees of $167 (2016 period – $122) include legal, consulting, public relations, and accounting fees;

•

Salaries and benefits of $2,011 (2016 period – $504) include salaries and benefits for the Company’s employees.

Convertible security accretion in 2016 period was $140. In 2016 period, the Company repaid the remaining balance of the convertible security note.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

The Company recognized in Q3 2017 a foreign exchange loss of $2,347 (2016 period – income $211). The increase in the Company’s foreign exchange loss was due to the strengthening of Canadian dollar against US dollar during the period. The Company holds most of its cash in US currency.

Liquidity and Capital Resources

Cash Flow Highlights

Nine months ended September 30,

2017

2016

Cash used in operating activities

(7,886

)

(7,606

)

Cash (used in)/provided by investing activities

(11,650

)

11,276

Cash provided by financing activities

84,222

3,616

Effect of foreign exchange on cash

466

Change in cash and cash equivalents

65,152

7,363

Cash and cash equivalents - beginning of period

8,056

2,646

Cash and cash equivalents - end of period

73,208

10,009

As at September 30, 2017, the Company had cash and cash equivalents of $73,208 and working capital of $73,804 compared to cash and cash equivalents of $8,056 and working capital of $8,593 on December 31, 2016.

On January 27, 2017, pursuant to the Ganfeng Lithium investment agreement, the Company issued to Ganfeng 11,250 common shares at a price of CDN$0.85 per share, for an aggregate cash subscription of CDN$9,563 ($7,297). On June 7, 2017, the Company issued to Ganfeng an additional 63,750 common shares at a price of CDN$0.85 per share, for an aggregate cash subscription of CDN$54,188 ($40,163).

On July 14, 2017, pursuant to the Bangchak investment agreement, the Company issued to Bangchak 50,000 common shares at a price of CDN$0.85 per common share, for an aggregate cash subscription of CDN$42,500 ($33,539).

The Company incurred related financing costs of $3,503 of which $1,755 related to equity portion of the financings were recorded as share issuance costs and $1,748 related to future debt financings are deferred and will be amortized over the terms of the loans. $1,598 of the incurred financing costs are included in accounts payable and accrued liabilities on September 30, 2017.

In January 2016, the Company received $3,500 from a non-brokered private placement of subscription receipts and incurred related costs of $42.

In April 2016, the Company received $14,754 from the Joint Venture, net of $246 transaction costs.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

The Company does not now nor does it expect in the future to engage in currency hedging to offset any risk of currency fluctuations.

Financings

Ganfeng Lithium Investment

During the nine months ended September 30, 2017, the Company completed the investment agreement with Ganfeng Lithium for funding to advance the construction of the Cauchari-Olaroz lithium project.

Pursuant to the Ganfeng Lithium investment agreement:

•

Ganfeng Lithium purchased, by way of a private placement, 75,000 common shares at a price of CDN$0.85 per common share for gross proceeds of CDN$63,750 ($47,460);

•

Ganfeng Lithium will provide to Lithium Americas a $125,000 debt facility to be used to fund a portion of Lithium Americas’ share of Cauchari-Olaroz construction costs. The debt facility has a term of six years, with an interest rate of 8.0% for the first three years that increases to 8.5% in year four, 9.0% in year five and 9.5% in year six;

•

Ganfeng Lithium and the Company have agreed to terms for an offtake entitlement in favour of Ganfeng Lithium for the purchase of up to 80% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production at market prices;

•

Ganfeng Lithium is entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

Bangchak Investment

During the nine months ended September 30, 2017, the Company completed the investment agreement with Bangchak for funding to advance the construction of the Cauchari-Olaroz lithium project.

Pursuant to the Bangchak investment agreement:

•

Bangchak purchased, by way of a private placement, 50,000 common shares at a price of CDN$0.85 per common share for gross proceeds of C$42,500 ($33,539);

•

Bangchak will provide to Lithium Americas an $80,000 debt facility to be used to fund a portion of Lithium Americas’ share of Cauchari-Olaroz construction costs. The debt facility has a term of six years, with an interest rate of 8.0% for the first three years that increases to 8.5% in year four, 9.0% in year five and 9.5% in year six;

•

Bangchak and the Company have agreed to terms for an offtake entitlement in favour of Bangchak for the purchase of up to 20% of Lithium Americas’ share of Cauchari-Olaroz Stage 1 lithium carbonate production at market prices;

•

Bangchak is entitled to one nominee on Lithium Americas’ board of directors and anti-dilution protection to maintain its proportionate interest in Lithium Americas for a two-year term.

The Company provided corporate guarantees, to both lenders, Bangchak and Ganfeng, in connection with the debt facility.

Operating Activities

Net cash used in operating activities during the nine month period ended September 30, 2017, was $7,886 compared to $7,606 net cash used during the nine month period ended September 30, 2016. The significant components of operating activities are discussed in the Results of Operations sections.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Investing Activities

Investing activities required cash of $11,650 during the nine month period ended September 30, 2017, compared to $11,276 cash provided during the nine-month period ended September 30, 2016. The cash used in investing activities was for the additions to property, plant and equipment of $750 (2016 - $228) and additions to exploration and evaluation assets of $495 (2016 - $657). In the period ended September 30, 2017, the Company entered into two loan agreements and advanced $11,000 to Minera Exar. The rate of interest on the first loan with a principal amount of $5,000 is 12-month LIBOR plus 3% and is calculated on the basis of a 360-day year. The maturity date of the loan is two years following the drawdown date. The rate of interest on the second loan with a principal amount of $6,000 is 12-month LIBOR plus 10% and is calculated on the basis of a 360-day year. The maturity date of the loan is fifteen years following the drawdown date. The interest on both loans is accrued on a non–compounding basis. The loans will be used by Minera Exar for mining exploration or mining construction and development purposes.

Financing Activities

During the nine month period ended September 30, 2017, the Company received $47,460 in connection with the Ganfeng investment agreement and $33,539 in connection with the Bangchak investment agreement and incurred costs related to equity portion of financings of $1,755, received $627 (2016—$598) from the exercise of stock options and $4,396 (2016 - $958) from the warrant exercises. $81 of the financing costs related to equity portion of the financings is included in accounts payable and accrued liabilities on September 30, 2017.

During the nine month period ended September 30, 2016, the Company received $3,500 from Bangchak subscription receipt and repaid the remaining balance of $1,653 related to convertible security note. Accounts payable and accrued liabilities related to the Bangchak subscription receipt financing on September 30, 2016, were $250.

Current Share Data

As at the date of this report and after giving effect to the announced share consolidation of five to one which took effect on November 8, 2017, the Company has 88,456 common shares issued and outstanding, 1,211 restricted shares, 41 deferred share units, and 5,284 stock options outstanding.

Related Party Transactions

Effective August 14, 2017, the Company revised the remuneration of its non-executive directors to a base annual fee of $80 per year and an additional $17.5 per year to the Company’s Audit Committee Chair, $12.5 to the Company’s other Committee Chairs, and $40 to the Company’s Board Chair. In addition, the Company will pay $1 per meeting in cash for Board meetings in excess of six meetings per year. The fees will be settled through a combination of cash and the issuance of the DSUs with each board member obligated to receive a minimum of 50% and a maximum of 100% of all such compensation in DSUs.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Contractual Obligations

As at September 30, 2017, the Company had the following contractual obligations:



	Not later than 1 year $		Later than 1 year and not later than 5 years $		Total $



Rent of office spaces		274		378		652
Promissory note for RheoMinerals plant¹		172		833		1,005
Equipment finance leases¹		48		36		84

Total		494		1,247		1,741

^¹	Long-term borrowing and obligation under capital leases include principal and interest/finance charges.

Financial Instruments

Subsequent measurement and changes in fair value will depend on their initial classification. Loans and receivables and other financial liabilities are measured at amortized cost.

Cash and receivables have been designated as loans and receivables and are included in current assets due to their short term nature. The Company’s other financial liabilities include accounts payable and accrued liabilities, long-term borrowing, and obligations under finance leases. Accounts payable, accrued liabilities, and the current portion of long-term borrowing and finance leases that is due within twelve months from the financial statement reporting date are included in current liabilities due to their short-term nature. Long-term borrowing and obligations under finance leases are included in long-term liabilities due to their long-term nature.

Off-Balance Sheet Arrangements

The Company’s off-balance sheet arrangements related to the exploration and evaluation assets are disclosed in notes 4 and 6 of the Company’s December 31, 2016 audited consolidated financial statements and will only be incurred if the Company continues to hold the subject property, starts production or exercises purchase option. The Company’s reclamation bond arrangement is disclosed below.

Decommissioning Provision and Reclamation Bond

The Company estimated the carrying value of the liability for decommissioning provision that arose to date as a result of exploration activities to be $179 for the Lithium Nevada project. The fair value of the liability was determined to be equal to the estimated remediation costs. In May 2014, the Company’s $908 reclamation bond payable to the Bureau of Land Management was guaranteed by a third-party insurance company upon the issuance of Lithium Nevada clay mine project permit to the Company in 2014. The bond guarantee is renewed annually and secured by the Company’s $150 security deposit.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Significant Accounting Policies

Please refer to the Company’s annual MD&A for the Significant Accounting Policies.

Critical Accounting Estimates and Judgements

Please refer to the Company’s annual MD&A for the Critical Accounting Estimates and Judgements. The significant estimates and judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were substantially the same as those that applied to the consolidated financial statements as at and for the fifteen months ended December 31, 2016, except as follows:

Risks and Uncertainties

Please refer to the Company’s annual MD&A in the section entitled “Risks and Uncertainties”, as well as the Company’s annual information form in the section entitled “Risk Factors” for risks and uncertainties faced by the Company.

New Accounting Standards and Recent Pronouncements

IFRS 9, Financial Instruments (“IFRS 9”), addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments.

For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in OCI, for liabilities designated as FVTPL. The standard is effective for accounting periods beginning on or after January 1, 2018. The Company is still in the process of assessing the impact of the new standard but does not anticipate the adoption of this standard to have a material impact on the Company’s consolidated financial statements.

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”), deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. IFRS 15 was issued in May 2014 by the IASB. Under IFRS 15, revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18, Revenue, and IAS 11, Construction Contracts, and related interpretations. The standard is effective for annual periods beginning on or after January 1, 2018. The Company is still in the process of assessing the impact of the new standard but does not expect the adoption of this standard to have a material impact on the timing or amounts of revenue recognized in its consolidated financial statements.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

Changes in Directors and Management

John Macken did not stand for re-election at the Company’s AGM on August 14, 2017 and retired from the Board.

On July 17, 2017, Chaiwat Kovavisarach was appointed to Lithium Americas’ Board of Directors. Mr. Kovavisarach is currently Chief Executive Officer of Bangchak.

On June 28, 2017, Gary Cohn was appointed to Lithium America’s Board of Directors. Prior to his recent consulting work on corporate development matters, Mr. Cohn had a lengthy career with Magna International Inc. which began in 1989. His roles with Magna included overseeing the mergers and acquisitions function, serving as in-house legal counsel and acting as corporate secretary. He was a member of the Board of Directors of the former Lithium Americas Corp. from 2014 until its merger with the Company.

On June 7, 2017, the Company announced the appointment of Wang Xiaoshen and Jonathan Evans to Lithium America’s Board of Directors. Mr. Wang was appointed as the nominee of Jiangxi Ganfeng Lithium Co. Ltd., which has a board nomination right pursuant to the strategic financing with the Company. Mr. Wang is currently Vice Chairman and Executive Vice President of Ganfeng Lithium.

Mr. Evans has more than 20 years of operations and general management experience across businesses of various sizes and industry applications. Previously, he served as Vice President and GM for the Lithium Division at FMC Corporation. Mr. Evans is currently the Chief Operating Officer of DiversiTech Corporation. Mr. Evans has also held executive management roles at Arysta LifeScience, AMRI Corporation and General Electric.

Coincident with the appointment of Mr. Wang and Mr. Evans to the Board, Lenard Boggio and Nicole Adshead-Bell voluntarily stepped down as directors of the Company.

On May 10, 2017 the Company announced the appointment of Gabriel Rubacha as the Company’s President, South American Operations. Mr. Rubacha was previously the Commercial Director of Techint Engineering and Construction S.A. (“Techint”). Mr. Rubacha continues to serve as a director of the Company and as the Company’s representative on the Board of the Joint Venture company Minera Exar.

Investor Relations

Tom Hodgson, CEO, and John Kanellitsas, President and Vice-Chairman coordinate investor relations activities for the Company.

Interest of Experts

All technical and scientific information discussed in this MD&A in respect of the Cauchari-Olaroz project has been reviewed and approved by Ernest Burga, a consultant of the Company, who is a “Qualified Person” for the purposes of NI 43-101. Detailed descriptions of mineral resource and mineral reserve estimates, data verification and QA/QC programs in respect to the Cauchari-Olaroz project are included in the NI 43-101 compliant technical report summarizing the Stage 1 DFS available on SEDAR ( www.sedar.com ).

Information on the Zone 1 Mineral Resource Estimate (MRE) in respect of the Lithium Nevada project has been reviewed and approved by Mr. Tim Carew, P.Geo., a “Qualified Person” for the purposes of NI 43-101. Information on data verification performed on the Lithium Nevada project, as well as on known risks that could affect the potential development of the Lithium Nevada project, is contained in Lithium Americas’ most recently filed annual information form and the current technical report for the Lithium Nevada project, all available at www.sedar.com .

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

All other scientific and technical information discussed in this MD&A has been reviewed and approved by Dr. Rene LeBlanc, a “Qualified Person” for purposes of NI 43-101. Dr. LeBlanc is Lithium Nevada’s Senior Process Development Manager.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is recorded, processed, summarized and reported within the time periods specified by securities regulators and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed under securities legislation is accumulated and communicated to the Company’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management designed the disclosure controls and procedures to provide reasonable assurance that material information relating to the Company, including its consolidated subsidiaries, is made known to them on a timely basis. The Company’s management believes that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Internal Controls over Financial Reporting

The Company’s internal controls over financial reporting include policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of assets, provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Forward Looking Statements

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

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 statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement.

In particular, this MD&A contains forward-looking statements pertaining to the following: capital expenditure programs; the listing of common shares on the NYSE, estimates of the quality and quantity of the mineral resources and mineral reserves at its mineral properties; development of mineral resources and mineral reserves; treatment under governmental and taxation regimes; expectations regarding the Company’s ability to raise capital; expenditures to be made by the Company on its properties; the Company’s expectations regarding the preparation of a feasibility study for lithium carbonate production at the Lithium Nevada project; the completion of exploration and development work at the Company’s properties, including, but not limited to, the completion of a PFS in respect of the Lithium Nevada project, results of development and advancement work at the Company’s properties; scheduled production at the Cauchari-Olaroz project; the expectation for the development of the Cauchari-Olaroz project through the Joint Venture with SQM; work plans to be conducted by the Company, including expectations with respect to the operational status of, and commercial production at, its Fernley plant; the Company’s plans to introduce certain products to the market; the Company’s ability to source sales contracts for its organoclay products, the Company’s role in the lithium-ion battery sector; and the Company’s contribution to the global supply chain.

With respect to forward-looking statements listed above and contained in this MD&A, the Company has made assumptions regarding, among other things:

•

uncertainties relating to receiving mining, exploration, environmental and other permits or approvals in Nevada, USA and Jujuy Province, Argentina;

•

the ability to obtain regulatory and stock exchange approval in a timely manner;

•

the impact of increasing competition in the lithium business;

•

unpredictable changes to the market prices for lithium and clay-based organoclay products;

•

exploration and development costs for the Cauchari-Olaroz project and the Lithium Nevada project;

•

anticipated results of exploration and development activities;

•

availability of additional financing;

•

the Company’s ability to obtain additional financing on satisfactory terms;

•

the ability to achieve production at any of the Company’s mineral exploration and development properties;

•

preparation of a development plan for lithium carbonate production at the Lithium Nevada project;

•

the market price of organoclay, the Company’s ability to produce RheoMinerals products at a competitive price and to source sales contracts; and the continued growth of the shale gas and ultra-deep oil drilling and lithium industries.

LITHIUM AMERICAS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A including the following: volatility in the market price for minerals; uncertainties associated with estimating mineral resources and mineral reserves, including uncertainties relating to the assumptions underlying mineral resource and mineral reserve estimates; uncertainty of whether there will ever be production at the Company’s mineral exploration properties; geological, technical, drilling or processing problems; liabilities and risks, including environmental liabilities and risks, inherent in mineral extraction operations; fluctuations in currency exchange and interest rates; incorrect assessments of the value of acquisitions; unanticipated results of exploration activities; competition for, amongst other things, capital, undeveloped lands and skilled personnel; lack of availability of additional financing and/or joint venture partners; unpredictable weather conditions; unanticipated delays at Fernley plant or in preparing feasibility studies; the ability to manufacture an organoclay product that meets customer requirements; an increase in the costs of manufacturing organoclay, including the costs of any raw materials used in the process; a reduction in the demand for shale or ultra-deep drilling, as well as those risk factors described in the Company’s annual information form in the section entitled “Risk Factors”.

Readers are cautioned that the foregoing lists of risk factors are not exhaustive. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Exhibit 4.6

LOGO

NOTICE AND MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 27, 2017

TAKE ACTION AND VOTE TODAY

The special meeting will be held at 10:00 a.m. (Vancouver time) on Monday, March 27, 2017 at 1100-355 Burrard Street, Vancouver, British Columbia.

Please read this document and the accompanying materials carefully. These materials are important and require your immediate attention. If you have any questions about these materials or the matters to which they refer, please contact our proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll free in North America, 1-416-304-0211 for collect calls outside of North America or by email at assistance@laurelhill.com.

FEBRUARY 17, 2017

LOGO

Letter to Shareholders

February 17, 2017

Dear Fellow Shareholders,

We are pleased to invite you to attend a special meeting of the shareholders (the “ Meeting ”) of Lithium Americas Corp. ( “ LAC ” or the “ Company ”) to be held on March 27, 2017. At the Meeting, shareholders are being asked to vote on a private placement with BCP Innovation Pte Ltd. (“ BCPI ”) pursuant an investment agreement (the “ BCPI Investment Agreement ”) for funding to advance the construction of LAC’s 50% owned Cauchari-Olaroz lithium project in Jujuy, Argentina (the “ Cauchari Project ”).

BCPI Private Placement

On January 19, 2017, LAC and BCPI entered into the BCPI Investment Agreement. Pursuant to the terms thereof:

(a)

LAC has agreed to issue and sell to BCPI and BCPI has agreed to purchase by way of private placement, 50,000,000 common shares of LAC at a purchase price of C$0.85 per common share (the “ BCPI Private Placement ”);

(b)

BCPI has agreed to provide a US$80 million project debt facility; and

(c)

BCPI will have a right to buy an agreed portion of the lithium carbonate production from the Cauchari Project (the “ BCPI Offtake Entitlement ”),

subject to the satisfaction of certain conditions set out therein (collectively, the “ BCPI Investment Transaction ”).

Further details of the Meeting and particulars of the BCPI Investment Agreement are set forth in the accompanying management information circular dated February 17, 2017 (the “ Circular ”). We encourage you to read this information carefully and to exercise your vote today.

Reasons

The BCPI Private Placement was negotiated shortly after the Company negotiated the Ganfeng Investment Transaction (as defined in the Circular), which, together with the BCPI Investment Transaction, will, upon completion of both transactions, provide the Company with financing of approximately C$375,000,000 in the aggregate. The Board of Directors (the “ Board ”) and management of the Company believe that the completion of these transactions will be transformative for the Company, as it provides the foundation to fully transition LAC to the development and operational stage as an enterprise. The Board also believes that the terms of the transactions, including the BCPI Private Placement, are extremely compelling and will provide tremendous value to the Company and its shareholders. Set forth below are highlights of some of the benefits of the transactions:

•

The transactions will provide the financial strength for the Company to immediately initiate development of the Cauchari Project;

LOGO

•

The transactions are expected to satisfy substantially all of LAC’s financial obligations for the development of stage one of the Cauchari Project, and thereby removes financing risk from the Company;

•

The shares to be issued in the transactions are at a modest discount to market price on the date of the agreements, respectively;

•

The transactions, in the aggregate, represent minimal dilution to the shareholders as a majority of the financing is provided as debt instead of equity; and

•

The transactions include the allocation of substantially all of LAC’s 50% share of off-take from stage one of the Cauchari Project at sale prices equal full market rates, which creates the prospect of a secure revenue stream from future operations.

Unanimous Board Recommendation

Following an extensive review and analysis of the BCPI Investment Transaction, the Board has unanimously determined that the BCPI Private Placement is in the best interests of LAC and recommends that shareholders vote FOR the BCPI Private Placement resolution to be considered at the Meeting.

All of LAC’s directors and executive officers and Geologic Resource Partners LLC holding, in the aggregate, 16.53% of the issued and outstanding common shares, have entered into voting agreements, pursuant to which they have agreed to vote their common shares in favour of the BCPI Private Placement resolution. In addition, Ganfeng (as defined in the Circular) has agreed to vote their common shares in favour of the BCPI Private Placement, and to execute a voting agreement regarding same, however, pursuant to the rules of the Toronto Stock Exchange, the BCPI Private Placement resolution must exclude votes attached to any common shares that Ganfeng purchases pursuant to the Ganfeng Private Placement (as defined in the Circular), which as at February 17, 2017 is 11,250,000 common shares.

Your vote is important to us.

Please vote your shares today FOR the BCPI Private Placement.

On behalf of the Board, I would like to thank all shareholders for their ongoing support as we continue to work towards growing the Company with the goal to provide shareholders with value. We look forward to receiving your support at the Meeting.

Yours very truly,

“ Thomas Hodgson ”

Thomas Hodgson

Chief Executive Officer and Director

Lithium Americas Corp.

LOGO

The Board UNANIMOUSLY recommends that you vote FOR the BCPI Private Placement.

If you have any questions or require assistance with voting, please contact:

Laurel Hill Advisory Group

North American Toll-Free Number: 1-877-452-7184

Collect Calls Outside North America: 416-304-0211

Email: assistance@laurelhill.com

LOGO

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the “ Meeting ”) of Lithium Americas Corp. (the “ Company ” or “ LAC ”) will be held on Monday, March 27, 2017 at 10:00 a.m. (Vancouver time), at 1100 – 355 Burrard Street, Vancouver, British Columbia for the following purposes:

to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution, the full text of which is described under the heading “Particulars of Matters to be Acted Upon” of the Company’s management information circular (the “ Circular ”), authorizing the Company to issue 50,000,000 common shares of LAC (the “ Common Shares ”) at a price of C$0.85 per Common Share on a private placement basis pursuant to the terms of an investment agreement with BCP Innovation Pte Ltd.; and

to transact such other business as may properly be put before the Meeting.

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

The Board of Directors has fixed Friday, February 17, 2017 as the record date (the “ Record Date ”) for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. 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.

A registered shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s Common Shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it to Computershare Investor Services Inc. (“ Computershare ”) in accordance with the instructions set out in the form of proxy and in the Circular. If a shareholder does not deliver a proxy to Computershare by 10:00 a.m. (Vancouver time) on Thursday, March 23, 2017 or 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting at which the proxy is to be used, then the shareholder will not be entitled to vote at the Meeting by proxy. Late proxies may be accepted or rejected by the Chairman of the Meeting by waving the deadline in his sole discretion.

Non-registered shareholders (beneficial owners) should complete and return the voting instruction form or proxy provided to them by their broker or other intermediary in accordance with the specific instructions, and by the deadline specified therein.

The Circular will be available on SEDAR at www.sedar.com .

If you have any questions with regard to the procedures for voting documentation, please contact our proxy solicitation agent, Laurel Hill Advisory Group by telephone at 1-877-452-7184 toll-free in North America,416-304-0211 for collect calls outside of North America or by email at assistance@laurelhill.com.

DATED at Vancouver, British Columbia, the 17th day of February, 2017.

ON BEHALF OF THE BOARD

“ Thomas Hodgson ”

Thomas Hodgson

Chief Executive Officer and Director

LITHIUM AMERICAS CORP.

1100 – 355 Burrard Street

Vancouver, British Columbia

V6C 2G8

MANAGEMENT INFORMATION CIRCULAR

GENERAL INFORMATION

Introduction

The information contained in this management information circular (the “ Circular ”) is given as of February 17, 2017, except where otherwise stated. Any references to “ LAC ” or the “ Company ” are to Lithium Americas Corp.

All dollar amounts are expressed in Canadian dollars (“C$” or “$”), or United States dollars (“US$”), as indicated.

This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Certain information in this Circular pertaining to BCPI and Ganfeng (each as defined below), including, but not limited to, such information under the headings “Particulars of the Matters to be Acted Upon – BCPI Private Placement – BCPI Investment Agreement” and “Particulars of the Matters to be Acted Upon – BCPI Private Placement – Ganfeng Investment Agreement” has been furnished by BCPI and Ganfeng, respectively, or is derived from BCPI’s and Ganfeng’s publicly available documents, respectively. Although the Company does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by BCPI and Ganfeng to disclose events or information that may affect the completeness or accuracy of such information.

Cautionary Note Regarding Forward-Looking Information and Forward-Looking Statements

This Circular contains “forward-looking information” within the meaning of applicable Canadian securities legislation, and “forward-looking statements” within the meaning of applicable United States securities legislation (collectively referred to as “ forward-looking information ”). All statements, other than statements of historical fact, may be forward-looking information. Forward looking information can be identified by the use of statements that include words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “scheduled”, “implementing”, “intend”, “could”, “might”, “should”, “believe” and similar words or expressions. Information provided in this Circular is necessarily summarized and may not contain all available material information. Forward-looking information reflects current estimates, beliefs and assumptions, which are based on LAC’s perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. LAC’s estimates, beliefs and assumptions are inherently subject to significant business, economic,

The information contained in this Circular is important and requires your immediate attention. If you have any questions or need assistance with voting, please call Laurel Hill Advisory Group at 1-877-452-7184 toll-free in North America, collect at 416-304-0211 outside of North America or email assistance@laurelhill.com.

competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. LAC can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Forward-looking information in this Circular includes, but is not limited to: the timing and completion of the BCPI Investment Transaction (as defined below) and the Ganfeng Investment Transaction (as defined below); the ability of the parties to settle definitive agreements for the BCPI Offtake Entitlement, the BCPI Project Debt Facility, the Ganfeng Offtake Entitlement and the Ganfeng Project Debt Facility (each as defined below); approval of the BCPI Private Placement by the shareholders of the Company; Toronto Stock Exchange (“ TSX ”) approval of the Private Placements (as defined below); timing, completion and results of development studies on the Cauchari Project; development of the Cauchari Project; anticipated benefits of the BCPI Investment Transaction and the Ganfeng Investment Transaction; timing of appointment of the BCPI nominee to the Board (as defined below); the Company’s financial obligations in respect of the Cauchari Project; and the revenue stream from future operations.

Forward-looking information expresses, as at the date of this Circular, plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results. All such forward-looking information is based on certain assumptions, estimates, expectations, analyses and opinions made by management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Assumptions upon which such forward-looking information is based include, without limitation: that shareholders of LAC will approve the BCPI Private Placement; that TSX approval of the Private Placements will be obtained; that the parties will be able to settle definitive agreements for the BCPI Offtake Entitlement and the BCPI Project Debt Facility in accordance with the terms agreed to in the BCPI Investment Agreement (as defined below); that the parties will be able to settle definitive agreements for the Ganfeng Offtake Entitlement and the Ganfeng Project Debt Facility in accordance with the terms agreed to in the Ganfeng Investment Agreement (as defined below); that all other conditions to completion of the BCPI Investment Transaction and the Ganfeng Investment Transaction will be satisfied or waived; that the BCPI Investment Transaction and the Ganfeng Investment Transaction will be completed; that the Company will realize the anticipated benefits of the BCPI Investment Transaction and the Ganfeng Investment Transaction; that there will be no significant event occurring outside of the ordinary course of business of LAC; that there will be no material change in the legislative and regulatory environment; that there will be no significant impact of increasing competition; that current technological trends will continue in the foreseeable future; that there will be no significant change to the market prices of lithium and potash; that there will be no significant change in the costs of development and production; anticipated results of exploration and development activities; LAC’s ability to operate in a safe and effective manner; and the ability to obtain financing on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive.

LAC’s actual results, programs and financial position could differ materially from those anticipated in such forward-looking information as a result of numerous factors, risks and uncertainties, many of which are beyond LAC’s control. In particular, there can be no assurance that the BCPI Investment Transaction or the Ganfeng Investment Transaction will be completed and such transactions could be modified, restructured or terminated. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Risks Factors” in Lithium Americas’ most recently filed annual information form and other continuous disclosure filings. Readers are cautioned that the foregoing list of factors is not exhaustive. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this Circular, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

THE MEETING AND SOLICITATION OF PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This Circular is provided to the holders (“ shareholders ”) of common shares of LAC (“ Common Shares ”) by and on behalf of management of the Company in connection with the solicitation of proxies to be voted at the special meeting of the shareholders to be held on Monday, March 27, 2017 (the “ Meeting ”), at the time and place set out in the accompanying notice of meeting (the “ Notice of Meeting ”). The solicitation of proxies is being made by the Company for the purposes set forth in the Notice of Meeting.

Solicitation of proxies by management will be made primarily by mail but may also be in person, by telephone, email or other form of electronic communication by directors, officers or regular employees of LAC. Such persons will not receive any extra compensation for such activities. Laurel Hill Advisory Group (“ Laurel Hill ”) is acting as LAC’s proxy solicitation agent, for which it will be paid a fee of up to approximately C$35,000, plus reasonable out of pocket expenses. If you have any questions about the matters contained herein or how to exercise your voting rights, please contact Laurel Hill, toll-free in North America at 1-877-452-7184 or collect call outside North America at 416-304-0211 or by email at assistance@laurelhill.com.

In addition, LAC has agreed to pay brokers or other persons holding Common Shares in their own names, or in the names of nominees, for their reasonable expenses and disbursements in forwarding meeting materials to beneficial holders of Common Shares. The total cost of the solicitation will be borne directly by LAC.

Voting and Appointment of Proxyholders

Accompanying this Circular is a form of proxy (“ Form of Proxy ”) for use at the Meeting. If a registered shareholder cannot attend the meeting in person, they may vote by proxy in one of the following ways:

(a)

by mailing the signed Form of Proxy to Computershare Investor Services Inc. (“ Computershare ”), Proxy Department at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1;

(b)

by hand delivering the signed Form of Proxy to Computershare, Proxy Department at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1;

(c)

by facsimile to Computershare to (416) 263-9524 or 1-866-249-7775;

(d)

by using the internet at www.investorvote.com using the 15 digit control number located at the bottom of your Form of Proxy; or

(e)

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

Additionally, a shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, to attend and act at the Meeting for the shareholder and on the shareholder’s behalf.

The individual named in the enclosed Form of Proxy is a director and officer of the Company. A shareholder may appoint, as proxyholder or alternate proxyholder, a person or persons other than any of the persons designated in the enclosed Form of Proxy, and may do so either by inserting the name or names of such persons in the blank space provided in the enclosed Form of Proxy or by completing another proper Form of Proxy.

A shareholder forwarding the enclosed Form of Proxy may indicate the manner in which the proxyholder is to vote with respect to any specific item by checking the appropriate position. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the position opposite the item is to be left blank. The Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for, and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

An appointment of a proxyholder or alternate proxyholders will not be valid unless a Form of Proxy making the appointment, signed by the shareholder or by an attorney of the shareholder authorized in writing, is delivered to Computershare by mail or by hand to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, by 10:00 a.m. (Vancouver time) on Thursday, March 23, 2017 or 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting at which the proxy is to be used. Additionally, shareholders may appoint a proxyholder via the Internet using the control number found on the Form of Proxy.

Revocation of Proxies

A shareholder who has given a proxy may revoke the proxy by:

(a)

signing a proxy with a later date and delivering it at the time and to the place noted above;

(b)

signing and dating a written notice of revocation and delivering it at the time and to the place noted above; or

(c)

attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Exercise of Discretion

The person named in the enclosed Form of Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the shareholders appointing him. If there is no direction by the shareholder in respect of a particular matter, such Common Shares will be voted in favour of such matter. The enclosed Form of Proxy confers discretionary authority upon the person named therein with respect to amendments or variations to matters identified or referred to in the Notice of Meeting and this Circular and with respect to any other matters which may properly come before the Meeting. As of the date of this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any such or other matters which are not now known to management should properly come

before the Meeting, the Common Shares will be voted on such matters in accordance with the best judgment of the person named in the Form of Proxy.

Votes Necessary to Pass Resolutions

The Company’s articles (the “ Articles ”) provide that the quorum for the transaction of business at the Meeting is at least two shareholders entitled to vote at the Meeting, whether appearing in person or by proxy, who hold Common Shares carrying, in the aggregate, not less than five percent (5%) of the issued Common Shares entitled to vote at the Meeting.

Pursuant to the Business Corporations Act (British Columbia) and the Articles, a simple majority of the votes cast by shareholders at the Meeting is required to pass an ordinary resolution. See also the heading “Particulars of Matters to be Acted Upon – BCPI Private Placement – Reason for Shareholder Approval” of this Circular, for a description of the TSX requirement to obtain shareholder approval of the BCPI Private Placement, including the votes that are required to be excluded from BCPI Private Placement Resolution (as defined below).

At the Meeting, shareholders will be asked to consider and pass, with or without variation, an ordinary resolution, the full text of which is described under the heading “Particulars of Matters to be Acted Upon” of this Circular, authorizing the Company to issue Common Shares in respect the BCPI Private Placement.

Voting by Non-Registered Holders

Only registered shareholders (“ Registered Holders ”) or the persons they appoint as their proxyholder are permitted to vote at the Meeting. Certain shareholders are “non-registered” shareholders (“ Non-Registered Holders ”) because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a Non-Registered Holder are registered either:

(a)

in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Common Shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans); or

(b)

in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as non-objecting beneficial owners “ NOBOs ”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as objecting beneficial owners “ OBOs ”. The Meeting materials are being made available to both Registered Holders and Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting materials will either:

(a)

be given a form of proxy which has already been signed by the Intermediary (typically by

a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder and must be completed, but not signed, by the Non-Registered Holder and deposited with Broadridge; or

(b)

more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management proxyholder named in the form and insert the Non-Registered Holder’s name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy or voting instruction form is to be delivered.

In any case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares which they beneficially own. Additionally, LAC may utilize Broadridge’s QuickVote ^TM service to assist shareholders with voting their Common Shares. NOBOs may be contacted by Laurel Hill to conveniently obtain a vote directly over the phone.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

A Non-Registered Holder may revoke a form of proxy or voting instruction form given to an Intermediary by contacting the Intermediary through which the Non-Registered Holder’s Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. In order to ensure that an Intermediary acts upon a revocation of a form of proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

Voting Securities and Principal Holders of Voting Securities

The Company’s authorized capital consists of an unlimited number of Common Shares without par value. As of February 17, 2017, the Company had 315,063,105 fully paid and non-assessable Common Shares issued and outstanding, each carrying the right to one vote.

A holder of record of one or more Common Shares on the Record Date who either attends the Meeting personally or deposits a proxy in the manner and subject to the provisions described above will be entitled to vote or to have such Common Share or Common Shares voted at the Meeting except to the extent that:

(a)

the shareholder has transferred the ownership of any such Common Share after the Record Date; and

(b)

the transferee produces a properly endorsed share certificate for, or otherwise establishes ownership of, any of the transferred Common Shares and makes a demand to Computershare no later than 10 days before the Meeting that the transferee’s name be included in the list of shareholders in respect thereof.

To the knowledge of the directors and executive officers of the Company no person or company beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares, other than as set forth below:

Name of Shareholder

Number of Common Shares

Owned ⁽¹⁾⁽³⁾

Percentage of Outstanding

Common Shares ⁽²⁾

Geologic Resource Partners LLC

32,019,305

10.16%

Notes:

(1)	As at February 17, 2017.

(2)	Based on 315,063,105 Common Shares issued and outstanding as of February 17, 2017.

(3)	These numbers are derived solely from public filings made by this shareholder on the System for Electronic Disclosure by Insiders (SEDI). This number does not include convertible securities held by the shareholder.

As at February 17, 2017, the total number of Common Shares owned or controlled by senior officers and the directors of the Company and their respective associates or affiliates was 52,093,056 Common Shares, representing 16.53% of the total issued and outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

BCPI Private Placement

BCPI Investment Agreement

On January 19, 2017, LAC and BCP Innovation Pte Ltd. (“ BCPI ”) entered into an investment agreement (the “ BCPI Investment Agreement ”) for funding to advance the construction of the Company’s 50% owned Cauchari-Olaroz lithium project in Jujuy, Argentina (the “ Cauchari Project ”). Pursuant to the terms thereof:

(a)

LAC has agreed to issue and sell to BCPI and BCPI has agreed to purchase by way of private placement, 50,000,000 Common Shares at a purchase price of C$0.85 per Common Share (the “ BCPI Private Placement ”);

(b)

BCPI has agreed to provide a US$80 million project debt facility (the “ BCPI Project Debt Facility ”); and

(c)

BCPI will have a right to buy an agreed portion of the lithium carbonate production from the Cauchari Project (the “ BCPI Offtake Entitlement ”),

subject to the satisfaction of certain conditions set out therein (collectively, the “ BCPI Investment Transaction ”).

BCPI is a wholly-owned subsidiary of The Bangchak Petroleum Public Company Limited (“ BCP ”), a global emerging leader in the green energy industry. BCP is headquartered in Bangkok, Thailand and is publicly listed on the Stock Exchange of Thailand. Its core business, petroleum refining, spans procurement of crude oil from domestic and overseas sources and refining it into various standard products. BCPI’s strategy is to grow its green energy business, including solar power and biofuel production and distribution, and create value for investors in a manner that enhances national energy security and promotes social and environmental stewardship.

The following description of certain provisions of the BCPI Investment Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the BCPI Investment Agreement which is available under LAC’s issuer profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

BCPI Private Placement

BCPI has agreed, subject to the satisfaction of certain conditions set out in the BCPI Investment Agreement, to purchase 50,000,000 Common Shares at a price of C$0.85 per Common Share for aggregate gross proceeds of C$42,500,000. The issue price of C$0.85 per Common Share represents a 8.1% discount to the market price of the Common Shares on January 19, 2017 (the date of the BCPI Investment Agreement).

Following the close of BCPI Investment Transaction and assuming completion of the Ganfeng Investment Transaction, BCPI is expected to own approximately 70,300,000 Common Shares, representing approximately 16.39% of the issued and outstanding Common Shares (on a non-diluted basis).

BCPI Project Debt Facility

LAC and BCPI have also agreed to the terms by which BCPI, or its affiliate which is wholly-owned by BCP, will provide, subject to the satisfaction of certain conditions set out in the BCPI Investment Agreement, the BCPI Project Debt Facility of up to US$80 million, which will be used to fund a portion of the construction costs for an initial stage of development at the Cauchari Project (“ Stage 1 ”).

The BCPI Project Debt Facility will have a six-year term, and will carry an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. The BCPI Project Debt Facility will become available on the closing of the BCPI Investment Transaction (“ BCPI Closing Date ”) and will be released to LAC in instalments to cover its capital development contributions on the Cauchari Project. The terms contemplate that for the first three years, there will be no obligation to repay principal. LAC will be entitled to repay the loan without penalty at any time after the first year. In connection with the transaction, LAC will grant to BCPI a security interest over a portion of its interest in the Cauchari Project. On the BCPI Closing Date, LAC and BCPI will enter into a definitive agreement for the BCPI Project Debt Facility.

BCPI Offtake Entitlement

LAC and BCPI have also agreed to the terms of the BCPI Offtake Entitlement, whereby BCPI will, subject to the satisfaction of certain conditions set out in the BCPI Investment Agreement, have the right to acquire 15% of LAC’s share of the Stage 1 production from the Cauchari Project for a period of 20 years following the commencement of commercial production. Pricing and payment terms of the BCPI Offtake Entitlement will be the same as that applicable to LAC’s joint venture partner, Sociedad Química

y Minera de Chile (“ SQM ”), for its purchase of lithium carbonate production from the Cauchari Project, which is required to be equivalent to market prices and terms. The BCPI Offtake Entitlement will be conditional on making available all required funding instalments under the BCPI Project Debt Facility. On the BCPI Closing Date, LAC and BCPI will enter into a definitive agreement for the BCPI Offtake Entitlement.

It is also agreed that if the expansion on the Cauchari Project is implemented following the successful financing for the capital expenditure thereof and the Project would start to produce a potash-based product, LAC will give BCPI a first right of negotiation for a limited term that would include the grant of 40% of LAC’s entitlement to the potash-based product from such expansion.

Investor Rights Agreement

On the BCPI Closing Date, LAC and BCPI will enter into an investor rights agreement, pursuant to which BCPI will also have the following rights, provided that it continues to hold not less than 15% of the Common Shares:

(a)

the right to add a nominee to the board of directors of LAC (the “ Board ”);

(b)

anti-dilution rights allowing it to maintain its equity ownership interest in LAC at 16.4%, or such other percentage as determined in accordance with the terms and conditions of the investor rights agreement, until March 31, 2019; and

(c)

a registration right for the sale of its Common Shares.

It is expected that the BCPI nominee to the Board will be appointed to the Board on closing of the BCPI Investment Transaction.

Voting Agreements

All of the directors and executive officers of LAC, along with Geologic Resource Partners LLC, have entered into voting support agreements (the “ Voting Agreements ”) to vote their Common Shares in favour of the BCPI Private Placement Resolution. There is an aggregate of 52,093,056 Common Shares (representing approximately 16.53% of the issued and outstanding Common Shares) subject to the Voting Agreements. In addition, Ganfeng has agreed to vote their Common Shares in favour of the BCPI Private Placement, and to execute a voting agreement regarding same, however, pursuant to the rules of the TSX, the resolution must exclude votes attached to any Common Shares that Ganfeng purchases pursuant to the Ganfeng Private Placement, which as at February 17, 2017 is 11,250,000 Common Shares.

Conditions to Closing

Completion of the BCPI Investment Transaction is subject to, among other things: TSX approval; shareholder approval of the BCPI Private Placement; completion of definitive agreements for the BCPI Project Debt Facility and BCPI Offtake Entitlement; closing of the Ganfeng Investment Transaction, (with such transaction having material terms which are no more favourable than the material terms of the BCPI Investment Transaction); and other customary closing conditions.

Termination

The BCPI Investment Agreement may be terminated: by mutual agreement; by BCPI if one of the closing conditions in favour of BCPI cannot be satisfied by the requisite time; by BCPI if a breach of any

representation or warranty or a failure to perform any covenant or agreement on the part of LAC in the BCPI Investment Agreement has occurred that has caused any of the closing conditions in favour of BCPI not to be satisfied, and such conditions are incapable of being satisfied by April 15, 2107 (or such later date as agreed to by LAC and BCPI) (the “ BCPI Completion Deadline ”); and automatically if the BCPI Closing Date has not occurred on or before the BCPI Completion Deadline.

Ganfeng Investment Agreement

On January 17, 2017, LAC and GFL International Co., Ltd. (“ Ganfeng ”) entered into an investment agreement (as amended by an amendment agreement dated as of January 19, 2017, the “ Ganfeng Investment Agreement ”) for funding to advance the construction of the Cauchari Project. Pursuant to the terms thereof:

(a)

LAC has agreed to issue and sell to Ganfeng and Ganfeng has agreed to purchase by way of private placement, 75,000,000 Common Shares at a purchase price of C$0.85 per Common Share (the “ Ganfeng Private Placement ” and together with the BCPI Private Placement, the “ Private Placements ”);

(b)

has agreed to provide a US$125 million project debt facility (the “ Ganfeng Project Debt Facility ”); and

(c)

will have a right to buy an agreed portion of the lithium carbonate production from the Cauchari Project (the “ Ganfeng Offtake Entitlement ”),

subject to the satisfaction of certain conditions set out therein (collectively, the “ Ganfeng Investment Transaction ”).

Ganfeng is a subsidiary of, Ganfeng Lithium Co. Ltd. (GFL), one of the world’s leading Lithium manufacturers, established in China in 2000 and listed on the Shenzhen Stock Exchange since 2010.

The following description of certain provisions of the Ganfeng Investment Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full text of the Ganfeng Investment Agreement which is available under LAC’s issuer profile on SEDAR at www.sedar.com.

Ganfeng Private Placement

Ganfeng has agreed, subject to the satisfaction of certain conditions set out in the Ganfeng Investment Agreement, to purchase 75,000,000 Common Shares at a price of C$0.85 per Common Share for aggregate gross proceeds of C$63,750,000. The Ganfeng Private Placement is divided into two tranches, with an initial equity installment which closed on January 26, 2017, pursuant to which Ganfeng purchased 11,250,000 Common Shares (approximately C$9.6 million), and with the balance to be issued on, and subject to the terms and conditions of, the closing of the Ganfeng Investment Transaction (“ Ganfeng Closing Date ”). The issue price of C$0.85 per Common Share represents a 1.7% discount to the market price of the Common Shares on January 17, 2017 (the date of the Ganfeng Investment Agreement).

Following the closing of the Ganfeng Investment Transaction and assuming completion of the BCPI Investment Transaction, Ganfeng is expected to own 75,000,000 Common Shares, representing approximately 17.49% of the issued and outstanding Common Shares (on a non-diluted basis).

Ganfeng Project Debt Facility

The Ganfeng Project Debt Facility will have a six-year term, and will carry an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. The Ganfeng Project Debt Facility will become available on the Ganfeng Closing Date and will be released to LAC in instalments to cover its capital development contributions on the Cauchari Project. The terms contemplate that for the first three years, there will be no obligation to repay principal. LAC will be entitled to repay the loan without penalty at any time after the first year. In connection with the transaction LAC will grant to Ganfeng a security interest over a portion of its interest in the Cauchari Project. On the Ganfeng Closing Date, LAC and Ganfeng will enter into a definitive agreement for the Ganfeng Project Debt Facility.

Ganfeng Offtake Entitlement

LAC and Ganfeng have also agreed to the terms of the Ganfeng Offtake Entitlement, whereby Ganfeng will, subject to the satisfaction of certain conditions set out in the Ganfeng Investment Agreement, have the right to acquire 80% (amended from 70%, subject to completion of the BCPI Investment Transaction) of LAC’s share of the Stage 1 production from the Cauchari Project for a period of 20 years following the commencement of commercial production. In connection with the execution of the BCPI Investment Agreement, the Company agreed to amend the terms of the Ganfeng Investment Agreement, such that, subject to completion of BCPI Investment Transaction, the Ganfeng Offtake Entitlement will be increased from 70% to 80% of LAC’s share of Stage I production from the Cauchari Project and Ganfeng agreed to vote in favour of the BCPI Private Placement. Pricing and payment terms of the Ganfeng Offtake Entitlement will be the same as that applicable to SQM for its purchase of lithium carbonate production from the Cauchari Project, which is required to be equivalent to market prices and terms. The Ganfeng Offtake Entitlement will be conditional on satisfying all funding installments under the Ganfeng Project Debt Facility. On the Ganfeng Closing Date, LAC and Ganfeng will enter into a definitive agreement for the Ganfeng Offtake Entitlement.

Investor Rights Agreement

On the Ganfeng Closing Date, LAC and Ganfeng will enter into an investor rights agreement, pursuant to which Ganfeng will also have the following rights, provided that it continues to hold not less than 15% of the Common Shares:

(a)

the right to add a nominee to the Board;

(b)

anti-dilution rights allowing it to maintain its equity ownership interest in LAC at 17.5% (amended from 19.9%, subject to completion of the BCPI Investment Transaction), or such other percentage as determined in accordance with the terms and conditions of the investor rights agreement, until March 31, 2019; and

(c)

a registration right for the sale of its Common Shares.

Reason for Shareholder Approval

In connection with the BCPI Investment Transaction, LAC expects to issue 50,000,000 Common Shares. When combined with the number of Common Shares issuable pursuant the Ganfeng Investment Transaction, an aggregate of 125,000,000 Common Shares are issuable, representing approximately 41.14% of the issued and outstanding Common Shares (excluding the 11,250,000 Common Shares acquired by Ganfeng on January 26, 2017). Pursuant to the listing rules of the TSX, a listed company is generally required to obtain shareholder approval in connection with a private placement where the number of securities issuable exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction.

As a result, in order for LAC to obtain TSX approval of the BCPI Private Placement, the transaction must be approved by a majority vote of the Common Shares. The TSX has mandated that the resolution must exclude votes attached to any Common Shares that Ganfeng purchases pursuant to the Ganfeng Private Placement, which as at February 17, 2017 is 11,250,000 Common Shares. However, LAC is not required to exclude votes attached to Common Shares that BCPI purchased prior to entering into the BCPI Investment Agreement.

All of the Company’s directors and executive officers and Geologic Resource Partners LLC holding, in the aggregate, 16.53% of the issued and outstanding Common Shares, have entered into Voting Agreements to vote their Common Shares in favour of the BCPI Private Placement Resolution.

Recommendation of the Board

The Board has unanimously determined that the BCPI Private Placement is in the best interests of LAC and recommends that shareholders vote FOR the BCPI Private Placement Resolution to be considered at the Meeting, the full text of which is set forth below.

Reasons for the Board Recommendation

The BCPI Private Placement was negotiated shortly after the Company negotiated the Ganfeng Investment Transaction, which, together with the BCPI Investment Transaction, will, upon completion of both transactions, provide the Company with financing of approximately C$375,000,000 in the aggregate. The Board and management of the Company believe that the completion of these transactions will be transformative for the Company, as it provides the foundation to fully transition LAC to the development and operational stage as an enterprise. The Board also believes that the terms of the transactions, including the BCPI Private Placement, are extremely compelling and will provide tremendous value to the Company and its shareholders. Set forth below are highlights of some of the benefits of the transactions:

•

The transactions will provide the financial strength for the Company to immediately initiate development of the Cauchari Project;

•

The shares to be issued in the transactions are at a modest discount to market price on the date of the agreements, respectively;

•

The transactions, in the aggregate, represent minimal dilution to the shareholders as a majority of the financing is provided as debt instead of equity; and

•

The transactions include the allocation of substantially all of LAC’s 50% share of off-take from Stage 1 of the Cauchari Project at sale prices equal full market rates, which creates the prospect of a secure revenue stream from future operations.

This discussion of the factors described above is not intended to be exhaustive.

BCPI Private Placement Resolution

At the Meeting, shareholders are being asked to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving the BCPI Private Placement, the full text of which is set forth below (the “ BCPI Private Placement Resolution ”). The BCPI Private Placement Resolution must be approved by a majority of the votes cast (excluding 11,250,000 Common Shares held by Ganfeng and its affiliates), either in person or by proxy at the Meeting. Unless otherwise indicated, the persons named in the accompanying form of proxy intend to vote FOR the BCPI Private Placement Resolution.

“BE IT RESOLVED THAT:

Lithium Americas Corp. (the “ Company ”) is hereby authorized to issue 50,000,000 common shares in the capital of the Company (the “ Common Shares ”) on a private placement basis pursuant to the terms of an investment agreement with BCP Innovation Pte Ltd., all as more particularly described in the management information circular dated February 17, 2017.

Notwithstanding that this resolution has been duly passed by the holders of the Common Shares, the directors of the Company are hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time prior to giving effect thereto, without further notice to or approval of the shareholders of the Company.

3.	The directors and officers of the Company or any one or more of them be and they are hereby authorized and directed to perform such acts and deeds and things and execute all such documents, agreements and other writings as may be required to give effect to the true intent of this resolution.”

SECURITIES AUTHORIZED FOR ISSUANCE UNDER

EQUITY COMPENSATION PLANS

The following table sets forth securities of the Company that are authorized for issuance under equity compensation plans as at the end of the Company’s financial year ended December 31, 2016:

Plan Category

Number of securities to be

issued upon exercise of

outstanding options and

rights

(a)

Weighted-average exercise

price of outstanding

options and rights

(b)

Number of securities

remaining available for

future issuance under

equity compensation plans
(excluding securities

reflected in column (a))

(c)

Equity compensation plans

19,352,696

$0.4139

10,833,897


approved by the securityholders
Equity compensation plans not approved by the securityholders	N/A	N/A	N/A
Total	19,352,696	$0.4139	10,833,897

Note:

(1)

As at February 17, 2017, the aggregate number of Common Shares that may be reserved for issuance under LAC’s stock option plan (including its previous plan) is 31,506,310 (representing 10% of the issued and outstanding Common Shares as at February 17, 2017), with a balance of 12,840,102 Common Shares available for future grants under LAC’s stock option plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company or its subsidiaries, or their respective associates or affiliates, are or have been indebted to the Company or its subsidiaries since the beginning of the last completed financial year of the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

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 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, except as disclosed in this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out herein, no person who has been a director or executive officer 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 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 or proposed transaction which has materially affected or would materially affect the Company or its subsidiaries.

On December 15, 2015 the Company entered into a Line of Credit Agreement (the “Line of Credit Agreement”) with Geologic Resource Partners LLC (“ Geologic ”) whereby Geologic agreed to advance a US$5,000,000 line of credit (the “ Line of Credit ”) to the Company with an interest rate of 1.25% per month, payable monthly in arrears. Upon execution, the Company paid a US$75,000 execution fee. Concurrent with execution of the Line of Credit Agreement, Geologic assigned a beneficial interest in an aggregate US$750,000 principal amount of the Line of Credit to John Kanellitsas, President and Director of the Company and Greenbrook Capital Partners Inc., a company wholly owned by Thomas Hodgson, the CEO and Director of the Company. The Company could draw down on the Line of Credit from time to time in increments of US$100,000, with each draw down subject to a fee of 1.25% of the amount drawn down. Any amounts disbursed, once repaid, would no longer be available for draw down. The Line of Credit also had a standby fee equal to 1.5% of any undrawn amount, payable annually. The Company did not draw down any funds under this facility, did not incur any additional fees and cancelled the Line of Credit on April 2, 2016, with no further obligations outstanding.

On March 28, 2016, the Company and SQM signed a definitive agreement to enter into a 50/50 joint venture (the “ Joint Venture ”) on the Cauchari Project, and the Joint Venture entered into a purchase option agreement (“ Option Agreement ”) with Grupo Minero Los Boros (“ Los Boros ”), a company controlled by the family of Franco Mignacco, Director of the Company and President of Minera Exar S.A., and of which Franco Mignacco is Vice-President, for the transfer of title to the Joint Venture for certain mining properties that comprised a portion of the Cauchari Project. Under the terms of the Option Agreement, the Joint Venture paid US$100,000 upon signing and has a right to exercise the purchase option at any time within 30 months for total consideration of US$12,000,000 to be paid in sixty quarterly instalments of US$200,000. The first installment becomes due upon occurrence of one of the following two conditions, whichever comes first: the third year of the purchase option exercise date or the beginning of commercial exploitation with a minimum production of 20,000 tons of lithium carbonate equivalent. As security for the transfer of title for the mining properties under the Option Agreement, Los Boros granted to the Joint Venture a mortgage for US$12,000,000.

APPOINTMENT OF AUDITOR

PricewaterhouseCoopers LLP, Chartered Professional Accountants, were appointed as the auditors of the Company on August 18, 2015.

ADDITIONAL INFORMATION

Copies of the Company’s annual information form, annual financial statements and management discussion and analysis for its most recently completed financial year filed pursuant to applicable Canadian securities laws are available through the SEDAR at www.sedar.com. Information concerning the Company may be obtained by any shareholder free of charge by contacting the Company at 778-656-5820.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the board of directors of the Company.

DATED at Vancouver, British Columbia, the 17th day of February, 2017.

ON BEHALF OF THE BOARD

“ Thomas Hodgson ”

Thomas Hodgson

Chief Executive Officer and Director

VOTE YOUR SHARES TODAY

QUESTIONS MAY BE DIRECTED TO THE PROXY SOLICITOR

LOGO

North America Toll Free:

1-877-452-7184

Collect Calls Outside North America:

416-304-0211

Email: assistance@laurelhill.com

Exhibit 4.7

LOGO

NOTICE AND MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 14, 2017

JULY 5, 2017

LOGO

1100 – 355 Burrard Street

Vancouver, British Columbia

V6C 2G8

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders (the “ Meeting ”) of Lithium Americas Corp. (the “ Company ”) will be held on Monday, August 14, 2017 at 10:00 a.m. (Vancouver time), at 1100 – 355 Burrard Street, Vancouver, British Columbia for the following purposes:

1.	to receive the audited consolidated financial statements for the year ended December 31, 2016, together with the auditor’s report thereon;

2.	to set the number of directors at nine (9) for the ensuing year;

3.	to elect nine (9) directors for the ensuing year;

4.	to re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor; and

5.	to transact such other business as may properly be put before the Meeting.

The Board of Directors has fixed the close of business on Tuesday, June 27, 2017 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof (the “ Record Date ”). 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.

A management proxy circular and form of proxy (the “ Meeting Materials ”) accompany this notice of meeting and forms part of this notice.

This year, as described in the notice and access notification mailed to shareholders of the Company, the Company will deliver the Meeting Materials to shareholders by posting the Meeting Materials on its website (www.lithiumamericas.com). The use of this alternative means of delivery is more environmentally friendly as it will help to reduce paper use and it will also reduce the Company’s printing and mailing costs. The Meeting Materials will be available on the Company’s website as of Friday, July 7, 2017, and will remain on the website for one full year thereafter. The Meeting Materials will also be available on SEDAR at www.sedar.com as of Friday, July 7, 2017.

Shareholders who wish to receive paper copies of the Meeting Materials may request copies from the Company by calling toll-free in North America at 1-844-221-7982, or by email at info@lithiumamericas.com. Meeting Materials will be posted to such shareholders at no cost to them within three (3) business days of the request, if such request is made before the Meeting.

If a shareholder does not deliver a proxy to Computershare by 10:00 a.m. (Vancouver time) on Thursday, August 10, 2017 or 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting at which the proxy is to be used, then the shareholder will not be entitled to vote at the Meeting by proxy. Late proxies may be accepted or rejected by the Chairman of the Meeting by waving the deadline in his sole discretion.

DATED at Vancouver, British Columbia, the 5 ^th day of July, 2017.

ON BEHALF OF THE BOARD

“Thomas Hodgson”

Thomas Hodgson

Chief Executive Officer and Director

LITHIUM AMERICAS CORP.

1100 – 355 Burrard Street

Vancouver, British Columbia

V6C 2G8

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (the “ Circular ”) is provided to the holders (“ shareholders ”) of common shares (“ Common Shares ”) of Lithium Americas Corp. (the “ Company ”) by and on behalf of management of the Company in connection with the solicitation of proxies to be voted at the annual meeting of the shareholders to be held on Monday, August 14, 2017 (the “ Meeting ”), at the time and place set out in the accompanying notice of meeting (the “ Notice of Meeting ”). The solicitation of proxies is being made by the Company for the purposes set forth in the Notice of Meeting.

The solicitation of proxies by management will be made primarily through delivery of this Circular, but proxies may also be solicited by telephone, email or other form of electronic communication by directors, officers and regular employees of the Company. The total cost of the solicitation of proxies will be borne by the Company.

The board of directors of the Company (the “ Board of Directors ” or the “ Board ”) has fixed the close of business on Tuesday, June 27, 2017 as the record date, being the date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof (the “ Record Date ”).

Unless otherwise stated, the information contained in this Circular is as of July 5, 2017. All dollar amounts are expressed in Canadian dollars (“ C$ ” or “ $ ”), or United States dollars (“ US$ ”), as indicated.

APPOINTMENT OF PROXYHOLDERS

(a)

by mailing the signed Form of Proxy to Computershare Investor Services Inc. (“ Computershare ”), Proxy Department at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1;

(b)

by hand delivering the signed Form of Proxy to Computershare, Proxy Department at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1;

(c)

by faxing the signed Form of Proxy to Computershare to (416) 263-9524 or 1-866-249-7775;

(d)

by using the internet at www.investorvote.com using the 15 digit control number located at the bottom of your Form of Proxy; or

(e)

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

The individual named in the enclosed Form of Proxy is a director and/or officer of the Company. A shareholder may appoint, as proxyholder or alternate proxyholder, a person or persons other than any of the persons designated in the enclosed Form of Proxy, and may do so either by inserting the name or names of such persons in the blank space provided in the enclosed Form of Proxy or by completing another proper Form of Proxy.

A shareholder forwarding the enclosed Form of Proxy may indicate the manner in which the proxyholder is to vote with respect to any specific item by checking the appropriate position. If the shareholder giving the Form of Proxy wishes to confer a discretionary authority with respect to any item of business, then the position opposite the item is to be left blank. The Common Shares represented by the Form of Proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for, and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

An appointment of a proxyholder or alternate proxyholders will not be valid unless a Form of Proxy making the appointment, signed by the shareholder or by an attorney of the shareholder authorized in writing, is delivered to Computershare Investor Services Inc. (“ Computershare ”) by mail or by hand to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, by 10:00 a.m. (Vancouver time) on Thursday, August 10, 2017 or 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting at which the proxy is to be used. Additionally, shareholders may appoint a proxyholder via the Internet using the control number found on the Form of Proxy.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke the proxy by:

(a)

signing a proxy with a later date and delivering it at the time and to the place noted above;

(b)

signing and dating a written notice of revocation and delivering it at the time and to the place noted above; or

(c)

attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

EXERCISE OF DISCRETION

the Meeting. However, if any such or other matters which are not now known to management should properly come before the Meeting, the Common Shares will be voted on such matters in accordance with the best judgment of the person named in the Form of Proxy.

VOTES NECESSARY TO PASS RESOLUTIONS

Pursuant to the Business Corporations Act (British Columbia) (the “ BCBCA ”) and the Articles, a simple majority of the votes cast by shareholders at the Meeting is required to pass an ordinary resolution.

At the Meeting, shareholders will be asked to pass ordinary resolutions to: (i) set the number of directors of the Board of Directors at nine (9); (ii) elect directors to the Board of Directors; and (iii) re-appoint the auditor for the ensuing year and authorize the directors to set their remuneration.

VOTING BY NON-REGISTERED HOLDERS

Only registered shareholders (“ Registered Holders ”) or the persons they appoint as their proxyholder are permitted to vote at the Meeting. Certain shareholders are “non-registered” shareholders (“ Non-Registered Holders ”) because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Common Shares beneficially owned by a Non-Registered Holder are registered either:

(a)

(b)

in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

This year, the Company has decided to use notice and access to deliver the Notice of Meeting, this Circular and the Form of Proxy (collectively, the “ Meeting Materials ”) to shareholders by posting the Meeting Materials on its website (www.lithiumamericas.com). The Meeting Materials will be available on the Company’s website as of Friday, July 7, 2017, and will remain on the website for one full year thereafter. The Meeting Materials will also be available on SEDAR at www.sedar.com as of Friday, July 7, 2017. See “Notice and Access” below.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as non-objecting beneficial owners “ NOBOs ”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as objecting beneficial owners “ OBOs ”. In accordance with applicable securities laws, the Company has elected to send the notice and access notification directly to the NOBOs, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the notice and access notification to each OBO, unless the OBO has waived the right to receive them.

The Company does not intend to pay for the Intermediary to deliver the notice and access notification or Meeting Materials to OBOs and, as a result, OBOs will not be sent paper copies of such notice and access notification or Meeting Materials unless their Intermediary assumes the costs. Intermediaries may use service companies to forward the notice and access notification and/or Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder and must be completed, but not signed, by the Non-Registered Holder and deposited with Computershare; or

(b)

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management proxyholder named in the form and insert the Non-Registered Holder’s name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the Form of Proxy or Voting Instruction Form is to be delivered.

NOTICE AND ACCESS

In November 2012, the Canadian Securities Administrators announced the adoption of regulatory amendments to securities laws governing the delivery of proxy-related materials by public companies. As a result, public companies are now permitted to advise their shareholders of the availability of all proxy-related materials on an easily accessible website, rather than mailing physical copies of the materials. The Company has decided to deliver the Meeting Materials to shareholders by posting the Meeting Materials on its website (www. lithiumamericas.com). The Meeting Materials will be available on the Company’s website as of Friday, July 7, 2017, and will remain on the website for one full year thereafter. The Meeting Materials will also be available on SEDAR at www.sedar.com as of Friday, July 7, 2017.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company’s authorized capital consists of an unlimited number of Common Shares without par value. As of June 27, 2017 the Company had 385,890,317 fully paid and non-assessable Common Shares issued and outstanding, each carrying the right to one vote.

(a)

the shareholder has transferred the ownership of any such Common Shares after the Record Date; and

(b)


Name of Shareholder	Number of Common Shares Owned ⁽¹⁾⁽³⁾		Percentage of Outstanding Common Shares ⁽²⁾
GFL Lithium Co., Ltd. ⁽⁴⁾		75,000,000		19.4	%

Notes:

(1)

As at June 27, 2017.

(2)

Based on 385,890,317 Common Shares issued and outstanding as at June 27, 2017.

(3)

These numbers are derived from the respective shareholders, or public filings made by this shareholder on the System for Electronic Disclosure by Insiders (SEDI). This number does not include convertible securities held by any shareholder.

(4)

GFL Lithium Co., Ltd. is a wholly-owned subsidiary of Ganfeng Lithium Co. Ltd., of which Mr. Wang Xiaoshen is the Vice Chairman and Executive Vice President, and accordingly, is an affiliate of Mr. Wang Xiaoshen.

As at June 27, 2017, the total number of Common Shares owned or controlled by management and the directors of the Company was 53,359,082 Common Shares, representing 13.83% of the total issued and outstanding Common Shares.

NUMBER OF DIRECTORS

Management of the Company is seeking shareholder approval through an ordinary resolution to fix the number of directors of the Company at nine (9) for the ensuing year.

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. The management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees listed in this Circular.

The following tables set out information regarding nominees for election as directors, including the names, province or state and country of residence, the offices they hold within the Company, their principal occupations, business or employment within the five preceding years, the period or periods during which each director has served as a director, areas of expertise, attendance of meetings during the 2016 fiscal year (if applicable) and the number of securities of the Company that each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular:

Thomas Hodgson

Ontario, Canada

Director Since : September 2015

Mr. Hodgson was Executive Chairman and a member of the Board of Directors of former Lithium Americas Corp. from 2010 until its merger with the Company. Before being actively involved with former Lithium Americas Corp., Mr. Hodgson had a career in banking, finance and money management and has served as COO or CEO on the Board of Directors of a number of public and private companies in Canada and the United Kingdom, including Central Guaranty Trustco, GlobalNetFinancial.com, Marathon Asset Management, and Magna Entertainment Corp.

Areas of Experience:

Lithium Industry

Mining Industry

Financial Acumen

Mr. Hodgson holds a Bachelor of Arts degree in Economics and Law from Carleton University in Ottawa, Ontario and a Master of Business Administration in Finance and Accounting from Queen’s University in Kingston, Ontario.

International Business

Managing/Leading Growth

Principal Occupation, Business or Employment ⁽¹⁾

CEO of the Company since November 2015; Executive Chairman of former Lithium Americas Corp. from 2010 to September 2015; consultant and advisor to the Chairman of Magna International Inc. and Magna Entertainment Corp. from May 2007 to May 2011.

Director Status: Non- Independent ⁽³⁾

Board/Committee Membership:

2016 Attendance:

Other Public Company Board

Membership:

Company:

Since:

Board

15/15

100%

N/A

Common Shares Beneficially Owned, Controlled or Directed: ⁽¹⁾⁽²⁾

Value of Equity at Risk:

Year

Common Shares

Total Market Value of Common Shares ⁽⁴⁾

Common

Shares ⁽⁴⁾

Unexercised Options and RSRs ⁽⁵⁾

Total

2017

1,355,328

C$1,192,689

C$1,783,554

C$2,976,243

2016

1,123,945

C$438,339

C$165,315

C$603,654

Options Held:

Date Granted

Expiry Date

Number Granted

Vested/Unvested

Exercise Price

Total Unexercised

Value of Unexercised Options ⁽⁵⁾

July 16, 2014

July 16, 2019

1,499,100

1,499,100/0

C$0.286

1,499,100

C$890,465

Feb. 12, 2015

Feb. 12, 2020

177,525

177,525/0

C$0.337

177,525

C$96,369

Mar. 30, 2016

Mar. 30, 2021

500,000

375,000/125,000

C$0.47

500,000

C$205,000

Apr. 4, 2017

Apr. 4, 2022

800,000

75,000/725,000

C$0.98

800,000

Nil

RSRs Held:

Date Granted

Expiry Date

Number Granted

Vested/Unvested

Exercise Price

Total Unexercised

Value of Unvested RSRs ⁽⁵⁾

Mar. 30, 2016

N/A

631,383

231,383/400,000

N/A

C$352,000

April 4, 2017

N/A

272,409

0/272,409

N/A

C$239,720

George Ireland ⁽⁷⁾

Massachusetts, USA

Director Since : November 2015

Mr. Ireland has over thirty-five years of experience in the mining and metals industry in positions ranging from field geologist to banking and venture capital. Mr. Ireland founded Geologic Resource Partners LLP in 2004 and serves as Chief Investment Officer and CEO. From 2000 to 2004, he was General Partner of Ring Partners, LP, a predecessor investment partnership to Geologic Resource Partners. From 1993 to 2000, Mr. Ireland was an analyst for and a partner in Knott Partners LP where he specialized in resource investing. Prior to 1993, Mr. Ireland held a variety of positions at Cleveland Cliffs Inc. the Chase Manhattan Bank, ASARCO Inc. and Ventures Trident LP.

Areas of Experience:

Lithium Industry

Mining Industry

Financial Acumen

Mr. Ireland graduated from the University of Michigan with a BS from the School of Natural Resources and is a Fellow in the Society of Economic Geologists.

International Business

Managing/Leading Growth

Principal Occupation, Business or Employment ⁽¹⁾

Founder, Chief Investment Officer and CEO of Geologic Resource Partners LLP.

Director Status: Independent ⁽³ ⁾

2016 Attendance:

Other Public Company Board Membership:

Board/Committee

Company:

Since:

Membership:

Board (Chairman)

14/15

93%

Amerigo Resources Ltd.

2012

Audit Committee

4/4

100%

Compensation and Benefits
Committee

3/3

100%

Rathdowney Resources Ltd.

2014

Nominating and Corporate
Governance Committee

2/2

100%

Redstar Gold Corp.

2016

Common Shares Beneficially Owned, Controlled or Directed: ⁽¹⁾⁽²⁾

Value of Equity at Risk:

Year

Common

Total Market Value of Common

Common

Unexercised

Total

Shares

Shares ⁽⁴⁾

Options and

DSUs ⁽⁵⁾

2017

33,789,534

C$29,734,790

C$345,349

C$30,080,139

2016

31,940,405 ⁽⁸⁾

C$12,456,757

Nil

C$12,456,757

Options Held:

Date

Granted

Expiry Date

Number Granted

Vested/Unvested

Exercise
Price

Total Unexercised

Value of Unexercised
Options ⁽⁵⁾

Mar. 30, 2016

Mar. 30, 2021

600,000

450,000/150,000

C$0.47

600,000

C$246,000

Apr. 4, 2017

Apr. 4, 2022

300,000

75,000/225,000

C$0.98

300,000

Nil

DSUs Held:

Date

Granted

Expiry Date

Number Granted

Vested/Unvested

Exercise
Price

Total Unexercised

Value of DSUs ⁽⁵⁾

Mar. 30, 2016

N/A

19,947

19,947/0

N/A

C$17,553

Apr. 3, 2017

N/A

92,950

92,950/0

N/A

C$81,796

John Kanellitsas

Idaho, USA

Director Since : September 2015

Mr. Kanellitsas previously served as a director and CEO of LAC until its September 2015 merger with the Company and is now primarily responsible for business development and capital markets strategies. He has over twenty five years of experience in the investment banking and asset management industries. Mr. Kanellitsas was a co-founder and partner of Geologic Resource Partners, LLC and served as its Chief Operating Officer from 2004 until 2014. Prior to Geologic, Mr. Kanellitsas was employed by Sun Valley Gold, LLC and Morgan Stanley & Co. in New York and San Francisco.

Areas of Experience:

Lithium Industry

Mining Industry

Mr. Kanellitsas has an MBA from the University of California at Los Angeles and a BS degree in Mechanical Engineering from Michigan State University.

Financial Acumen

Principal Occupation, Business or Employment ⁽¹⁾

International Business

Managing/Leading Growth

President of the Company since March 2016; Vice-Chairman of the Company since November 2015; Interim CEO of former Lithium Americas Corp. from June 2013 to June 2014, CEO of former Lithium Americas Corp. from June 2014 to September 2015; Chief Operating Officer and Chief Compliance Officer of Geologic Resource Partners LLC from June 2004 to January 2015.

Director Status: Non-

Independent ⁽³⁾

Board/Committee Membership:

2016 Attendance:

Other Public Company Board

Membership:

Company:

Since:

Board (Vice-Chairman)

14/15

93%

Cobalt 27 Capital Corp.

April, 2017

Common Shares Beneficially Owned, Controlled or Directed: ⁽¹⁾⁽²⁾

Value of Equity at Risk:

Year

Common Shares

Total Market Value of Common

Shares ⁽⁴⁾

Common Shares ⁽⁴⁾

Unexercised Options and RSRs ⁽⁵⁾

Total

2017

4,770,074

C$4,197,665

C$2,034,496

C$6,232,161

2016

3,670,074 ⁽⁹⁾

C$1,431,329

C$132,572

C$1,563,901

Options Held:

Date Granted

Expiry Date

Number

Granted

Vested/Unvested

Exercise Price

Total

Unexercised

Value of Unexercised Options ⁽⁵⁾

Apr. 18, 2014

Apr. 18, 2019

552,300

552,300/0

C$0.375

552,300

C$278,912

July 16, 2014

July 16, 2019

1,104,600

1,104,600/0

C$0.286

1,104,600

C$656,132

Feb. 12, 2015

Feb. 12, 2020

177,525

177,525/0

C$0.337

177,525

C$96,396

Mar. 30, 2016

Mar. 30, 2021

500,000

375,000/125,000

C$0.47

500,000

C$205,000

Apr. 4, 2017

Apr. 4, 2022

800,000

75,000/725,000

C$0.98

800,000

Nil

RSRs Held:

Date Granted

Expiry Date

Number

Granted

Vested/Unvested

Exercise Price

Total

Unexercised

Value of Unvested RSRs ⁽⁵⁾

Mar. 30, 2016

N/A

634,473

0/634,473

N/A

C$558,336

Apr. 4, 2017

N/A

272,409

0/272,409

N/A

C$239,720

Franco Mignacco

Jujuy, Argentina

Director Since : September 2015

Mr. Mignacco has been President of the Company’s wholly owned subsidiary, Minera Exar S.A. (“ Minera ”), since May 2013. He was the Vice Chairman of LAC from June 2013 to September 2015. He is currently the President of the Chamber of Mining of Jujuy, Argentina.

Areas of Experience:

Lithium Industry

Mining Industry

Mr. Mignacco holds an MBA from San Andres University in Buenos Aires, Argentina and his honours in mining at Universidad Austral, Buenos Aires, Argentina.

Financial Acumen

Principal Occupation, Business or Employment ⁽¹⁾

International Business

Managing/Leading Growth

President of Minera since June 17, 2013; Vice President of Los Boros S.A. since January 2006.

Director Status: Non-

Independent ⁽³⁾

Board/Committee

2016 Attendance:

Other Public Company Board

Membership:

Company:

Since:

Board

Environmental Committee

15/15

1/2

100%

50%

N/A

Common Shares Beneficially Owned, Controlled or Directed: ⁽¹⁾⁽²⁾

Value of Equity at Risk:

Year

Common Shares

Total Market Value of Common

Shares ⁽⁴⁾

Common Shares ⁽⁴⁾

Unexercised Options and RSRs ⁽⁵⁾

Total

2017

8,045,491

C$7,080,032

C$1,751,240

C$8,831,272

2016

8,090,962

C$3,155,475

C$132,572

C$3,288,047

Options Held:

Date Granted

Expiry Date

Number Granted

Vested/Unvested

C$ Exercise Price

Total Unexercised

Value of Unexercised Options ⁽⁵⁾

Apr. 18, 2014

Apr. 18, 2019

552,300

552,300/0

$0.375

552,300

C$278,912

July 16, 2014

July 16, 2019

1,104,600

1,104,600/0

$0.286

1,104,600

C$656,132

Feb. 12, 2015

Feb. 12, 2020

177,525

177,525/0

$0.337

177,525

C$96,396

Mar. 30, 2016

Mar. 30, 2021

500,000

375,000/125,000

$0.47

500,000

C$205,000

Apr. 4, 2017

Apr. 4, 2022

250,000

62,500/187,500

$0.98

250,000

Nil

RSRs Held:

Date Granted

Expiry Date

Number Granted

Vested/Unvested

Exercise Price

Total Unexercised

Value of Unvested RSRs ⁽⁵⁾

Mar. 30, 2016

N/A

631,026

231,026/400,000

N/A

C$352,000

April 4, 2017

N/A

185,000

185,000/0

N/A

C$162,800

Gabriel Rubacha

Buenos Aires,

Argentina

Director Since :

March 2016

Areas of Experience:

Lithium Industry

Mining Industry

Managing/Leading Growth

Mr. Rubacha is the Company’s President, South American Operations. Previously he was the Commercial Director of Techint Engineering and Construction. Prior to this position, Mr. Rubacha served as the Managing Director of the Southern Cone Region (Argentina, Chile and Uruguay), General Manager at Techint Chile, Project Director for the Pascua Lama Project, Business and Contract Manager at Veladero Project and Business Development, and Commercial Manager for Techint Engineering and Construction.

Mr. Rubacha has an International MBA from the Universidad de Belgrano/Ecole des Ponts et Chaussees, Paris, France, graduated from the Executive Program at the Darden School of Business of the University of Virginia, and has an Aeronautical Engineering degree from the Universidad Tecnologica Nacional, Argentina.

Principal Occupation, Business or Employment ⁽¹⁾

President of South American Operations of the Company since May 2017; Commercial Director of Techint Engineering & Construction 2016 to April 2017; Managing Director of Southern Cone, Techint Engineering & Construction from 2012 to 2016.

Director Status: Non-Independent ⁽³⁾⁽¹² ⁾

2016 Attendance:

Other Public Company Board

Board/Committee Membership:

Membership:

Company:

Since:

Board

9/9

100%

N/A

Environmental Committee

2/2

100%

Nominating and Corporate Governance
Committee

2/2

100%

Common Shares Beneficially Owned, Controlled or Directed: ⁽¹⁾⁽²⁾

Value of Equity at Risk:

Year

Common

Shares

Total Market Value of

Common Shares ⁽⁴⁾

Unexercised

Options and

RSRs ⁽⁵⁾

Total

2017

737,000

C$648,560

C$924,336

C$1,572,896

2016

112,000

C$43,680

Nil

C$43,680

Options Held:

Date Granted

Expiry

Date

Number Granted

Vested/Unvested

Exercise

Price

Total

Unexercised

Value of

Unexercised

Options ⁽⁵⁾

May 16, 2017

May 16, 2022

500,000

125,000/375,000

C$1.00

500,000

Nil

Mar. 30, 2016

Mar. 30, 2021

200,000

150,000/50,000

C$0.47

200,000

C$82,000

RSRs Held:

Date Granted

Expiry

Date

Number Granted

Vested/Unvested

Exercise

Price

Total

Unexercised

Value of

Unvested

RSRs ⁽⁵⁾

Mar. 30, 2016

N/A

900,000

0/900,000

N/A

C$792,000

Apr. 3, 2017

N/A

57,200

57,200/0

N/A

C$50,336

Wang Xiaoshe n

Shanghai, China

Director Since:

June 2017

Areas of Experience:

Lithium Industry

Mining Industry

Financial Acumen

International Business

Managing/Leading Growth

Mr. Wang is currently Vice Chairman and Executive Vice President of Ganfeng Lithium.

Mr. Wang has a strong understanding of the lithium industry and market through his

experience in sales and marketing of lithium products in China and around the world.

Mr. Wang graduated from the North China University of Technology in Beijing in 1990 and

holds an executive MBA from the China Europe International Business School in 2002.

Principal Occupation, Business or Employment ⁽¹⁾

Vice Chairman and Executive Vice President of Ganfeng Lithium.

Director Status: Independent ⁽³⁾

Board/Committee Membership:

2016

Attendance:

Other Public Company Board

Membership:

Company:

Since:

Board

N/A

Ganfeng Lithium

Corp.

2006

International Lithium

Corp.

2011

Common Shares Beneficially Owned, Controlled or Directed: ^(1)(2)(10)

Value of Equity at Risk:

Year

Common

Shares

Total Market Value of Common Shares ⁽⁴⁾

Common Shares ⁽⁴⁾

Unexercised

Options ⁽⁵⁾

Total

N/A


Chaiwat Kovavisarach Bangkok, Thailand Director Since: N/A Areas of Experience: Lithium Industry Mining Industry Financial Acumen International Business Managing/Leading Growth	Mr. Kovavisarach is the President and Chief Executive Officer of Bangchak Corporation Public Company Limited. Prior to this position, Mr. Kovavisarach acted as an advisor to Avantgarde Capital Company Limited. Mr. Kovavisarach has a Master of Business Administration from Thammasat University, Thailand, and a Master of Engineering from Asian Institute of Technology, Thailand and a Bachelor of Engineering (Honors) from King Mongjut’s Institute of Technology Ladkrabang, Thailand.
	Principal Occupation, Business or Employment ⁽¹⁾
	President and Chief Executive Officer of Bangchak Corporation Public Company Limited since January 2015; Advisor to Avantgarde Capital Company Limited from 2007 to 2014.
	Director Status: Independent ⁽³⁾ Board/ Committee Membership:	2016 Attendance:		Other Public Company Board Membership:
		2016 Attendance:		Company:	Since:
	Board	N/A	N/A	Bangchak Corporation	2012
				Public Company Limited
				Nido Petroleum Limited	2014
				BCPG Public Company	2015
				Limited
Common Shares Beneficially Owned, Controlled or Directed: ^(1)(2)(11)				Value of Equity at Risk:
Year	Common Shares	Total Market Value of Common Shares ⁽⁴⁾	Common Shares ⁽⁴⁾	Unexercised Options ⁽⁵⁾	Total
N/A


Jonathan Evans Georgia, USA Director Since : June 2017 Areas of Experience: Lithium Industry Mining Industry Financial Acumen International Business Managing/Leading Growth	Mr. Evans has more than 20 years of operations and general management experience across businesses of various sizes and industry applications. Previously, he served as Vice President and GM for the Lithium Division at FMC Corporation. Mr. Evans is currently the Chief Operating Officer of DiversiTech Corporation, a company of the private equity group, Permira. Mr. Evans has also held executive management roles at Arysta LifeScience, AMRI Corporation and General Electric. He holds a bachelor of science degree in mechanical engineering from Clarkson University and an MS in Business Management from Rensselaer Polytechnic Institute.
	Principal Occupation, Business or Employment ⁽¹⁾
	Chief Operating Officer of DiversiTech Corporation since March 2016; EVP Global Operations/Supply Chain of Arysta LifeScience from June 2013 to March 2016 and Interim CEO from July 2015 to February 2016; Vice President and General Manager CE Minerals of Imerys SA from January to June 2013; Vice President and General Manager of the Lithium Division of FMC Corporation from August 2008 to January 2013.
	Director Status: Independent ⁽³⁾ Board/Committee Membership:	2016 Attendance:		Other Public Company Board Membership:
				Company:	Since:
	Board	N/A	N/A	N/A	N/A
Common Shares Beneficially Owned, Controlled or Directed: ⁽¹⁾⁽²⁾			Value of Equity at Risk:
Year	Common Shares	Total Market Value of Common Shares ⁽⁴⁾	Common Shares ⁽⁴⁾	Unexercised Options ⁽⁵⁾	Total
		N/A


Gary M. Cohn Ontario, Canada Director Since : June 2017 Areas of Experience: Business Law Corporate Development Financial Acumen International Business	Mr. Cohn had a lengthy career with Magna International Inc. which began in 1989. His roles with Magna included overseeing the mergers and acquisitions function, serving as in-house legal counsel and acting as corporate secretary. From 2000 to 2004, Mr. Cohn held the position of Vice-President, Special Projects with Magna Entertainment Corp. During his career, he also practiced corporate and securities law with two large national law firms in Canada. Since his retirement from Magna, Mr. Cohn has worked as an independent consultant on corporate development matters and served as an independent director. He was a member of the Board of Directors of the former Lithium Americas Corp. from 2014 until its merger with the Company. Mr. Cohn holds a Bachelor of Mathematics degree from the University of Waterloo, a Master of Business Administration degree from York University, and a Juris Doctor degree from Osgoode Hall Law School.
	Principal Occupation, Business or Employment ⁽¹⁾
	Consultant on corporate development matters since July 2015; Vice-President, Mergers and Acquisitions of Magna International Inc. from May 2009 to June 2015.
	Director Status: Independent ⁽³⁾ Board/Committee Membership:	2016 Attendance:		Other Public Company Board Membership:
				Company:	Since:
	Board Audit Committee	N/A N/A	N/A N/A	N/A	N/A
Common Shares Beneficially Owned, Controlled or Directed: ⁽¹⁾			Value of Equity at Risk:
Year	Common Shares	Total Market Value of Common Shares ⁽⁴⁾	Common Shares ⁽⁴⁾	Unexercised Options and RSRs	Total
2017	24,459	C$21,524	C$21,524	nil	C$21,524

LOGO LOGO LOGO

Notes:

(1)

The information as to principal occupation, business or employment and Common Shares beneficially owned, controlled or directed by a nominee is not within the knowledge of the management of the Company and has been furnished by the nominee.

(2)

Does not include unissued Common Shares issuable upon the exercise of incentive stock options.

(3)

“Independent” refers to the standards of independence established under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”).

(4)

“Total Market Value” for 2017 (2016) is calculated by multiplying the Canadian dollar closing price of the Common Shares on the Toronto Stock Exchange (“ TSX ”) on June 27, 2017 (February 9, 2016) of C$0.88 (C$0.39) by the number of Common Shares held by the nominee as of those dates.

(5)

The “Value of Unexercised Options” is calculated on the basis of the difference between the closing price of the Common Shares on the TSX on June 27, 2017 of C$0.88 and the exercise price of the options multiplied by the number of unexercised options on the TSX. The market values of “Unvested RSRs” and “Unvested DSUs” were calculated on the basis of the closing price of the Common Shares on the TSX on June 27, 2017 of C$0.88.

(6)

Mr. Rubacha joined the Board in March 2016. Messrs. Evans and Wang joined the Board on June 7, 2017 and Mr. Cohn joined the Board on June 28, 2017.

(7)

Mr. Ireland is the sole shareholder of Geologic Resource Partners LLP, a shareholder of the Company holding approximately 8.3% of the Common Shares.

(8)

These shares are held indirectly through Geologic Resource Partners LLC, a company wholly owned by Mr. Ireland.

(9)

This includes 242,223 Common Shares held by Mr. Kanellitsas’ spouse.

(10)

Mr. Wang Xiaoshen is an affiliate of GFL Lithium Co., Ltd., a shareholder of the Company holding approximately 19.4% of the Common Shares.

(11)

Mr. Kovavisarach is an affiliate of BCP Innovation Pte Ltd., a shareholder of the Company holding approximately 5.3% of the Common Shares.

(12)

Mr. Rubacha was an independent director until he was appointed President, South American Operations of the Company in May 2017.

The Company does not have an executive committee of its Board.

Investor Rights Agreement

As a result of Ganfeng Lithium’s shareholding, it was granted the right to nominate one director to the Board as long as it owns not less than 15% of the Common Shares. Ganfeng Lithium’s nominee to the Board is Wang Xiaoshen, who was initially appointed to the Board on June 7, 2017.

Majority Voting Policy

The Company has adopted a majority voting policy for non-contested meetings (the “ Majority Voting Policy ”). Pursuant to the Majority Voting Policy each nominee must stand for election individually, and directors are not entitled to be elected pursuant to a slate. The Majority Voting Policy specifies that, if a nominee receives a majority of “withheld” votes, as opposed to a majority of votes in favour of his or her election, the individual is deemed to have tendered his or her resignation from the Board, notwithstanding that the individual may have been technically elected to the Board under the BCBCA. Upon tender of such resignation, the Board maintains a residual discretion to refuse the resignation, upon the recommendation of the Nominating and Corporate Governance Committee, within 90 days following the date of the election. A decision regarding such a process must be disclosed by press release.

Advance Notice for Additional Director Nominations

The Articles of the Company include “Advance Notice Provisions”, which impose procedural requirements for the election of directors. The Advance Notice Provisions state that, in addition to those individuals proposed for election by the board, a registered or beneficial shareholder can propose the nomination of additional individuals for election as directors if the requisite notice and information are provided and the nominee(s) sign applicable representation and agreement(s). In the case of this Meeting, a shareholder would need to undertake the following in order to properly nominate one or more individuals for election as director at the Meeting:

(a)	provide to the Company on or before July 15, 2017:

(i)

a notice setting out, for each nominee,

the name, address and principal occupation;

the number of shares owned beneficially or of record or controlled;

a statement regarding independence pursuant to National Instrument 52- 110 Audit Committees (“ NI 52-110 ”); and

any other information that would be required in a dissident proxy circular;

(ii)

a notice setting out any information about the nominating shareholder equivalent to that in a dissident proxy circular, including the number of shares controlled or owned beneficially or of record; and

(b)	deliver to the Company a representation and agreement in a form reasonable required by the Company for each nominee on or before the Meeting.

Corporate Cease Trade Orders or Bankruptcies

No director, or proposed director, of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company that:

(a)

while that person was acting in that capacity was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

(b)

was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

No director, or proposed director, of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

No director, or proposed director, of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this Circular, a Named Executive Officer (“ NEO ”) of the Company means each of the following individuals:

(a)

the chief executive officer (“ CEO ”) of the Company;

(b)

the chief financial officer (“ CFO ”) of the Company;

(c)

each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at December 31, 2016 whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation, for that financial year; and

(d)

each individual who would be an NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at December 31, 2016.

During the year ended December 31, 2016, the Company had five (5) NEOs being: (i) Thomas Hodgson, Chief Executive Officer; (ii) John Kanellitsas, President and Vice-Chairman; (iii) Eduard Epshtein, CFO; (iv) David Deak, Chief Technical Officer (“CTO”); President, Lithium Nevada Corp.; and (v) Franco Mignacco, President, Minera.

Compensation Discussion and Analysis (“CD&A”)

The Board has established a Compensation and Benefits Committee (the “ Compensation Committee ”) that is responsible for ensuring that the Company has in place an appropriate plan for executive

compensation and for making recommendations to the Board with respect to the compensation of the Company’s executive officers. The Compensation Committee ensures that total compensation paid to all active NEOs is fair and reasonable and is consistent with the Company’s compensation philosophy. See “ Schedule “ A ” – Corporate Governance Practices – Section 7 Compensation ” for additional details on the responsibilities, powers and operations of the Compensation Committee.

During the year ended December 31, 2016 the Compensation Committee was comprised of Nicole Adshead-Bell, Lenard Boggio and George Ireland, all of whom were independent directors of the Company and had the skills and experience necessary to enable them to deal with compensation matters. Due to the resignations of Dr. Adshead-Bell and Mr. Boggio on June 7, 2017, the Compensation Committee is currently comprised of George Ireland who has over 35 years of public company experience. Following the Meeting, at which the shareholders will have had an opportunity to consider and vote on the newly appointed proposed directors, the Board intends to convene and appoint two additional independent directors to the Compensation Committee.

The CD&A that follows outlines the Company’s executive compensation components and philosophies.

Executive Compensation Philosophy and Objectives

The Company’s principal goal is to create value for its shareholders. The Company’s compensation philosophy reflects this goal, and is based on the following fundamental principles:

1.	Compensation must align with the interests of the Company’s shareholders – the goal of the executive officers should be to maximize long-term shareholder value;

2.	Compensation must be performance sensitive – compensation for executive officers should be linked to the Company’s operating and market performance; and

Compensation should be competitive to attract and retain talent – the compensation provided to the Company’s executive officers should be competitive with the market in order to retain existing members of the management team who are performing according to their objectives and to attract new individuals of the highest calibre.

In October 2015, the Company’s Compensation Committee engaged Roger Gurr and Associates (“ RG&A ”), an executive compensation consulting firm, to review executive and director compensation. The report recommended establishing long-term incentive plans such as restricted share rights and increasing director fees, which recommendations were addressed during the fiscal year ended December 31, 2016.

The Company’s Compensation Committee implemented a formal compensation program for its CEO and President with set benchmarks and weighting for the purpose of quantifying the annual bonus. The annual bonus of up to 100% of annual salary can be awarded upon achieving the following key performance indicators:


Share price performance	25	%
Capital discipline and budgeting process	10	%
Environmental and sustainability	7.5	%
Health & safety	7.5	%
Human resources	5	%
Projects advancement	30	%
Board discretion	15	%
Total:	100	%

The Company designed its executive compensation program to encourage, compensate and reward employees on the basis of individual and corporate performance, and to align the interests of executive officers with the interest of shareholders.

This alignment of interests is achieved by making long-term equity-based incentives a significant component of executive compensation (on the assumption that the performance of the Common Share price over the long-term is an important indicator of long-term performance). As part of the adoption of a formal compensation program, in 2016 the Company adopted a new equity incentive plan. See “Securities Authorized for Issuance Under Equity Compensation Plans” .

The Company is dependent on individuals with specialized skills and knowledge related to the exploration for and development of mineral prospects, corporate finance and management. The mineral exploration and development industry is competitive and active for executive officers and other employees. Therefore, the Company seeks to attract, retain and motivate highly skilled and experienced executive officers by providing competitive compensation.

Prior to making its recommendations to the Board, the Compensation Committee reviews data related to the compensation programs of companies that are similar in size to the Company and operate within the mining exploration and development industry. The purpose of this process is to:

(a)

understand the competitiveness of current pay levels for each of the Company’s executive positions relative to companies with similar revenues and business characteristics;

(b)

identify and understand any discrepancies that may exist between the Company’s compensation levels and market compensation levels; and

(c)

establish a basis for developing salary adjustments and incentive awards for the Compensation Committee’s recommendation to the Board.

Executive Compensation-Related Fees

The fee for the engagement of RG&A was C$23,400, which amount was paid during the financial year ended December 13, 2016. There were no other fees paid, or consultants previously engaged during the two most recently completed financial years for the services related to determining compensation.

All Other Fees

RG&A was not engaged to provide any other services to the Company.

Elements of Executive Compensation

The Company utilizes a combination of both fixed and variable compensation to motivate executives to achieve overall corporate goals. The Board, acting on the review and recommendation of the Compensation Committee, has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders. First, executive officers are paid a monthly consulting fee or salary. Second, the Board awards executive officers long-term incentives in the form of equity incentives. Finally, the Board may award cash or share bonuses for performance that results in a significant increase in shareholder value.

Base salary comprises the portion of executive compensation that is fixed, whereas equity incentives and cash or share bonuses represent compensation that is “at risk” and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his

or her applicable performance expectations; (ii) market performance of the Common Shares; and (iii) the Company’s liquidity and ability to raise further capital in the prevailing economic environment.

No specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Compensation Committee reviews each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the respective NEO’s role and responsibilities within the Company. The focus is on remaining competitive in the market with respect to “total compensation” as opposed to within any one component of executive compensation.

For the financial year ended December 31, 2016, the three basic components of executive officer compensation were:

(a)

base salary;

(b)

incentive based awards (long-term compensation); and

(c)

cash bonus awards.

As part of the adoption of a formal compensation program, in 2016 the Company has adopted a new equity incentive plan. See “Securities Authorized for Issuance Under Equity Compensation Plans” .

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependant on the Company’s financial resources and prospects.

Base Salary

The Compensation Committee and the Board approve the salary ranges for the active NEOs. Base salaries are set with the goal of being competitive with corporations of a comparable size and at the same stage of development, thereby enabling the Company to compete for and retain executive officers critical to the Company’s long-term success. In determining the base salary of an executive officer, the Compensation Committee places equal weight on the following criteria:

(a)

the particular responsibilities related to the position;

(b)

salaries paid by comparable businesses;

(c)

the experience level of the executive officer; and

(d)

his or her overall performance or expected performance (in the case of a newly hired executive officer).

The Compensation Committee makes an assessment of these criteria, and using this information together with budgetary guidelines and other internally generated planning and forecasting tools, performs an annual assessment of the compensation of all executive officer and employee compensation levels.

Effective January 1 ^st 2016 to December 31, 2016, certain executive officers of the Company agreed to participate in a salary deferral program. Pursuant to the program, the executive officers received 20% to 40% of their base salary in the form of restricted share rights (“ RSRs ”). The deferral program was designed to preserve the Company’s liquidity.

Equity Incentive Based Awards (Long-Term Compensation)

The Compensation Committee believes that it is important to award incentive stock options as part of an overall compensation package. Encouraging its executive officers and employees to become shareholders is, in the committee’s view, an efficient way to align their interests with those of shareholders.

On December 15, 2015, the Board, on the recommendation of the Committee, adopted a broader form of equity incentive plan (the “ Plan ”) that permits the Company to award stock options to its executives and directors, RSRs to its executives and directors and deferred share units (“ DSUs ”) to its directors. The Plan was subsequently approved by shareholders of the Company at the annual general meeting held on March 30, 2016. Effective August 15, 2016, the Board made certain non-substantive amendments to the Plan, as it pertained to United States participants under the Plan. The Company believes that following the transaction with former Lithium Americas Corp. it required an updated equity incentive plan to reflect the growing size and scope of the Company’s employee base and operations. The addition of DSUs and RSRs to the Company’s overall equity incentive plan allows it to accommodate different levels of management and directors while maintaining the alignment of interest inherent in employees and directors holding an equity stake in the Company.

To provide the Company with the increased flexibility to grant equity incentives, the Plan shifted the maximum number of Common Shares issuable thereunder from a fixed number to a rolling plan whereby the maximum number of shares issuable is tied to the Company’s total issued and outstanding share capital.

The Compensation Committee from time to time determines the stock option, RSR and DSU grants to be made pursuant to the Plan. Previous grants of stock option, RSRs and DSUs are taken into account when considering new grants. During the fifteen month financial year ended December 31, 2016, the Company granted the following stock options, RSRs and DSUs to its NEOs and directors:

NEO/Directors

Number of
Stock
Options

Number of
RSRs

Number of
DSUs

Exercise
Price of
Stock
Options

Expiry/Conversion Date

(1) Stock Options; (2)

RSR’s; (3) DSU’s

George Ireland,

Chairman

600,000

Nil

19,947

C$0.47

(1) March 30, 2021

(2) N/A

(3) Upon separation from the Company

Thomas Hodgson,

CEO

500,000

631,383

Nil

C$0.47

(1) March 30, 2021

(2) 231,383 on March 30, 2016; 200,000 on March 30, 2017 and 200,000 on March 30, 2018

(3) N/A

John Kanellitsas,

Vice-Chairman and

President

500,000

634,473

Nil

C$0.47

(1) March 30, 2021

(2) Earlier of a change of control and Mr. Kanellitsas’ separation from the Company

(3) N/A



Eduard Epshtein, CFO	325,000 and 250,000	223,936	Nil	C$0.30 and C$0.47	(1) October 5, 2020 and March 30, 2021 (2) March 30, 2016 (3) N/A

David Deak, CTO and President of Lithium Nevada Corp.	500,000	350,000	Nil	C$0.75	(1) May 1, 2021 (2) 150,000 on May 1, 2016, 100,000 on November 1, 2016 and 100,000 on May 1, 2017 (3) N/A

Franco Mignacco, President of Minera	500,000	631,026	Nil	C$0.47	(1) March 30, 2021 (2) 231,026 on March 30, 2016; 200,000 on March 30, 2017 and 200,000 on March 30, 2018 (3) N/A

Gabriel Rubacha, Director and President, South American Operations	200,000	Nil	Nil	C$0.47	(1) March 30, 2021 (2) N/A (3) N/A

Nicole Adshead-Bell, Former Director	200,000	Nil	Nil	C$0.47	September 5, 2017

Lenard Boggio, Former Director	200,000	Nil	Nil	C$0.47	September 5, 2017

LOGO

Bonus awards

The Compensation Committee approves the bonus awards for each of the active NEOs. Bonus awards are set with the goal of retaining executive officers critical to the Company’s long-term success. In determining bonus awards for each NEO, the Compensation Committee considers:

(a)

the particular responsibilities related to the NEO’s position;

(b)

his or her overall performance during the fiscal year; and

(c)

the Company’s overall performance during the fiscal year.

Bonus awards are discretionary and may or may not be granted depending on relevant prevailing factors in any given year. In particular, the Compensation Committee makes an assessment of the above-noted criteria on an annual basis, and using this information together with budgetary guidelines and other internally generated planning and forecasting tools, determines the appropriate bonus award for each NEO.

Other Compensation Objectives

While it has not been a formal requirement of the Company, NEOs are encouraged to hold a share ownership position in the Company. The Company does not have a policy to recoup or claw back incentive compensation based on achieving performance targets that were later restated as the Company at this stage does not base incentive plan compensation on the achievement of objective metrics. While

there is an expectation that NEOs and directors not engage in short-term or speculative transactions involving the Company’s securities, including purchasing financial instruments (including for greater certainty, variable forward contracts, equity swaps, collars or units of exchange funds) that are designed to hedge or offset a decrease in the market value of the Company’s securities granted as compensation or held, directly or indirectly by an NEO or director, the Company does not have a policy in place explicitly prohibiting such transactions.

Management of Risks

The Compensation Committee and the Board regularly assess the implications of the risks associated with the Company’s compensation policies and practices. The Compensation Committee maintains sufficient discretion and flexibility in implementing compensation decisions such that unintended consequences in remuneration can be minimized, while still being responsive to market influences in a competitive environment. Through the Compensation Committee Charter, the Compensation Committee has sole authority to retain consultants to assist it in the evaluation of compensation of senior management and directors. The Company has policies in place to mitigate compensation policies and practices that could encourage NEOs to take inappropriate and excessive risk. All material contracts and agreements have to be approved by the Board. The Board approves annual and capital budgets and all unbudgeted expenditures and commitments over US$250,000.

Performance Graph

The graph and table on the following page compares the cumulative shareholder return on a $100 investment in Common Shares to a similar investment in companies comprising the S&P/TSX Composite Index, including dividend reinvestment, for the period from September 30, 2011 to December 31, 2016:

LOGO

Note: The Company changed its fiscal year end from September 30 to December 31, effective in 2016.

As shown in the foregoing graph, during the fifteen-month fiscal year ended December 31, 2016, the Company’s performance was better than that of the S&P/TSX Composite Index. The Company believes that the positive political and economic climate change in Argentina, advancement of the Cauchari-Olaroz project to the development stage and increase in demand and market price for lithium contributed to the increase in the Company’s share price.

The trend in overall compensation paid to the Company’s executive officers over the past three years has not directly tracked the performance of the market price of the Common Shares, or the S&P/TSX Composite Index. Given the Company’s stage of development share price is very volatile, and is currently not a significant factor in cash compensation consideration. The value of long-term incentive compensation in the form of stock options is influenced by the Company’s share price performance.

Option Based Awards

The Plan provides for the grant of incentive stock options to directors, executive officers and key employees and consultants of the Company and its subsidiaries. This equity incentive component is a key part of the executives’ overall compensation package, reflecting the Company’s belief that stock options offer an effective mechanism for incentivizing management and aligning the interests of executive officers with those of shareholders. Since incentive stock options are not granted at a discount to the prevailing market price of the Common Shares, the incentive stock options granted to the Company’s executive officers accrete value only when the market price of such shares increases, thereby linking equity-based executive compensation to shareholder returns.

The Compensation Committee determines the ranges of stock option grants for each level of executive officer, the key employees to whom it recommends that grants be made, and the terms and conditions of the options forming part of such grants, and makes recommendations to the Board accordingly. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position and contribution to the Company. The existing number and terms of the outstanding options are taken into account when granting new options. The exercise price, which can be no less than the market price (as defined in the TSX Company Manual), the term, up to a maximum of 5 years, and vesting provisions, if any, will be determined by the Board, on the recommendation of the Compensation Committee.

The number of stock options which may be issued under the Plan is equal to 10% of the Company’s issued and outstanding Common Shares from time to time. The Company cannot increase such percentage without shareholder approval.

Summary Compensation Table

The following table sets forth all direct and indirect compensation for, or in connection with, services provided to the Company and its subsidiaries for the financial years ended December 31, 2016 (noting that this financial year was for a fifteen month period from October 1, 2015 to December 31, 2016), September 30, 2015 and September 30, 2014 in respect of each NEO.

Non-equity incentive

plan compensation

(US$)

Name and

Principal

position

Year ⁽¹⁾

Salary

(US$) ⁽⁷⁾

Share-

based

awards

(US$) ^{(6) (7)}

Option-

based

awards

(US$) ^{(4) (7)}

Annual

incentive

plans

Long-

term

incentive

plans

Pension

value

(US$)

All other

compensation

(US$) ⁽⁵⁾

Total

compensation

(US$)

Thomas Hodgson ⁽²⁾ CEO

2016

2015

2014

$327,994

$16,217

N/A

$218,904

N/A

$101,700

Nil

N/A

Nil

$648,598

$16,217

Nil

John Kanellitsas ⁽²⁾ President and Vice-Chairman

2016

2015

2014

$350,080

$22,852

N/A

$218,904

N/A

$101,700

N/A

N/A N/A N/A

Nil

$670,684

$22,852

N/A

Eduard Epshtein ⁽³⁾ CFO

2016

2015

2014

$230,956

$183,563

$160,432

$72,968

N/A

$89,850

Nil

$63,303

N/A

N/A N/A N/A

Nil

$73,427

Nil

$393,774

$256,990

$223,735

David Deak

2016

$183,333

$174,326

$154,451

N/A

$512,110

CTO; President,

2015

N/A

Lithium Nevada

Corp.

2014

N/A

Franco

2016

$247,712

$218,904

$101,700

N/A

Nil

$568,316

Mignacco ⁽²⁾

President,

2015

$18,927

N/A

Nil

$18,927

Minera

2014

N/A

Notes:

⁽¹⁾

Financial year end for fifteen months ended December 31, 2016, years ended September 30, 2015 and September 30, 2014. The Company changed its fiscal year end from September 30 to December 31, effective 2016.

⁽²⁾

Messrs. Hodgson, Kanellitsas and Mignacco are also directors of the Company, and receive $Nil fees in connection therewith.

⁽³⁾

As a result of Mr. Epshtein’s secondment to Concordia Resource Corp. (now Kaizen Discovery Inc.), the Company was only responsible for a portion of Mr. Epshtein’s salary during the fiscal years ended September 30, 2014 and those figures provided above reflect that portion of Mr. Epshtein’s salary to the Company in that year.

⁽⁴⁾

This column includes the grant date fair value of all options granted and vested during the year. All grant date fair values equal the accounting fair values determined for financial reporting purposes in accordance with International Financial Reporting Standards 2 (“ IFRS 2 ”), Share-based Payment. The fair values were estimated using the Black-Scholes valuation model with the assumptions as described in the Note 9 to the Company’s consolidated financial statements for the year ended December 31, 2016. The grant date fair value is not necessarily the value of the option to the individual over time, or the value that might ultimately be derived from the exercise of such options. The Black-Sholes option pricing model has been used to determine grant date fair value due to its wide acceptance across industry as an options valuation model, and because it is the same model the Company uses to value options for financial reporting purposes. The stock options granted to the Company’s NEOs vest over a period of 18 months (25% on the grant date and 25% every 6 months thereafter) in accordance with the minimum vesting requirements of the Plan. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually with any impact being recognized immediately.

⁽⁵⁾

Other compensation consists of cash bonuses paid to NEOs during the periods.

⁽⁶⁾

During the fifteen-month period ended December 31, 2016, the Company implemented the Plan that allows the grant of RSRs and DSUs. The amount of equity-settled payment arrangements is recorded in accordance with IFRS 2 and is based on the estimated fair value at the grant date and charged to earning over the vesting period.

⁽⁷⁾

Thomas Hodgson’s salary was denominated in C$ until May 2016 at which time it became denominated in US$. Eduard Epshtein’s salary was also paid in C$ until May 2016 at which time it became denominated in US$. Average foreign exchange rate for the period as published by Bank of Canada was used for the conversion of C$ to US$. The same foreign exchange conversion method was used for conversion of share-based awards and option-based awards. The average rates to exchange US$1 into C$ currency were as follows: Q1/16: 1.34; Q2/16 1.37, Q3/16: 1.29; Q4/16: 1.30; Q5/16: 1.33; Q1/15: 1.14, Q2/15: 1.24; Q3/15: 1.23; Q4/15: 1.31; Q1/14: 1.05; Q2/14: 1.10; Q3/14: 1.09; Q4/14: 1.09.

Significant factors necessary to understand the information disclosed in the Summary Compensation Table above are as follows:

Fair Value of Stock Option Grants, RSRs and DSUs

The Company grants stock options to buy Common Shares to directors, officers, employees and service providers. The fair value of stock options granted by the Company is treated as compensation costs in accordance with IFRS 2, Share-based Payment .

In March 2016 the Company implemented the Plan that allows the grant of RSRs and DSUs. The cost of equity-settled payment arrangements is recorded based on the estimated fair value at the grant date and charged to earning over the vesting period.

Employment Agreements

The Company has entered into employment agreements with each of its NEOs. The agreements specify the terms and conditions of employment, the duties and responsibilities of the executive during this term, the compensation and benefits to be provided by the Company in exchange for the executive’s services and the compensation and benefits to be provided by the Company in the event of a termination of employment.

Set forth below is a summary of the significant terms of the employment agreement or arrangement of each of the Company’s NEOs.

Employment Agreement – Chief Executive Officer

Pursuant to an executive employment agreement between the Company and Mr. Hodgson dated effective May 1, 2016 (the “ Hodgson Agreement ”), Mr. Hodgson is employed as Chief Executive Officer of the Company with annual salary of US$300,000. The Company reimburses Mr. Hodgson for all reasonable travel and other out-of-pocket expenses incurred in connection with carrying out his duties as CEO.

For information regarding the termination provisions of the Hodgson Agreement, please refer to the disclosure under the heading “ Termination and Change of Control Benefits ”.

Employment Agreement – President and Vice-Chairman

Pursuant to an executive employment between the Company and Mr. Kanellitsas dated effective May 1, 2016 (the “ Kanellitsas Agreement ”), Mr. Kanellitsas is employed as President and Vice-Chairman of the Company with the base annual salary of US$300,000. The Company reimburses Mr. Kanellitsas for all reasonable travel and other out-of-pocket expenses incurred in connection with carrying out his duties as President and Vice-Chairman.

For information regarding the termination provisions of the Kanellitsas Agreement, please refer to the disclosure under the heading “ Termination and Change of Control Benefits ”.

Employment Agreement – Chief Financial Officer

Pursuant to an employment agreement between the Company and Mr. Epshtein dated effective December 1, 2010, as amended by a letter agreement between the Company and Mr. Epshtein dated October 15, 2012 and by an amendment agreement dated effective March 10, 2014 (collectively the “ Epshtein Agreement ”), Mr. Epshtein is employed as the CFO of the Company. Effective March 1, 2011 Mr. Epshtein’s base annual salary was increased from C$180,000 to C$200,000 and effective September 1, 2014 it was increased from C$200,000 to C$225,000. Effective May 1, 2016 Mr. Epshtein’s base annual salary was changed to US$200,000 and increased to US$220,000 effective May 1, 2017. The Company also reimburses Mr. Epshtein for all reasonable travel and other out-of-pocket expenses incurred in connection with carrying out his duties as CFO.

During the fiscal year ended September 30, 2014, Mr. Epshtein was seconded to Concordia Resources Corp. (now Kaizen Discovery Inc.) for whom he also provided services as CFO. As a result, the Company only paid one half of Mr. Epshtein’s annual base salary from Oct 1, 2014 to December 4, 2014 at which time his secondment to Concordia Resource Corp. ended and the Company resumed the obligation for paying his entire base annual salary.

For information regarding the termination provisions of the Epshtein Agreement, please refer to the disclosure under the heading “ Termination and Change of Control Benefits ”.

Employment Agreement – Chief Technical Officer; President, Lithium Nevada Corp.

Pursuant to an executive employment agreement between the Company and Mr. Deak dated effective April 29, 2016 (the “ Deak Agreement ”). Mr. Deak is employed as CTO of the Company and President of Lithium Nevada Corp. with the base annual salary of US$275,000. The Company reimburses Mr. Deak for all reasonable travel and other out-of-pocket expenses incurred in connection with carrying out his duties as CTO and President of Lithium Nevada Corp.

For information regarding the termination provisions of the Deak Agreement, please refer to the disclosure under the heading “ Termination and Change of Control Benefits ”.

Employment Agreement – President, Minera

Pursuant to an agreement between the Company and Mr. Mignacco dated effective July 17, 2014 (the “ Mignacco Agreement ”), Mr. Mignacco is employed as President of Minera with annual compensation of US$225,000. Effective April 1, 2016 and upon formation of the joint venture with SQM, the Company’s portion of Mr. Mignacco’s salary was US$157,500, which amount was increased to US$182,500 effective May 1, 2016. The Company reimburses Mr. Mignacco for all reasonable travel and other out-of-pocket expenses incurred in connection with carrying out his duties as director of the Company.

For information regarding the termination provisions of the Mignacco Agreement, please refer to the disclosure under the heading “ Termination and Change of Control Benefits ”.

INCENTIVE PLAN AWARDS

Outstanding Share Based Awards and Option Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company at the end of the most recently completed financial year ended December 31, 2016 (noting that this financial year was for a fifteen month period from October 1, 2015 to December 31, 2016), including awards granted before the most recently completed financial year, to each of the NEOs.


	Option- based Awards ⁽²⁾									Share- based Awards
Name	Number of securities underlying unexercised options (#)			Option exercise price (C$)		Option expiration date		Value of unexercised in- the-money options (C$) ⁽¹⁾		Number of shares or units of shares that have not vested (#)		Market or payout value of share- based awards that have not vested (C$) ⁽³⁾		Market or payout value of share- based awards not paid out or distributed (C$) ⁽³⁾
Thomas Hodgson		500,000			0.47		Mar. 30, 2021		165,000		Nil		Nil		Nil
CEO		177,525	⁽²⁾		0.337		Feb. 12, 2020		82,194
		1,499,100	⁽²⁾		0.286		July 16, 2019		770,537
John Kanellitsas		500,000			0.47		Mar. 30, 2021		165,000		634,473		507,578		Nil
President and Vice-		177,525			0.337		Feb. 15, 2020		82,194
Chairman		1,104,600	⁽²⁾		0.286		Jul. 16, 2019		567,764
		552,300	⁽²⁾		0.375		Apr. 18, 2019		234,728
Eduard Epshtein		250,000			0.47		Mar. 30, 2021		82,500		Nil		Nil		Nil
CFO		325,000			0.30		Oct. 5, 2020		162,500
		150,000			0.69		Aug. 15, 2019		16,500
		300,000			0.27		Oct. 21, 2018		159,000


	Option-based Awards ⁽²⁾									Share-based Awards
Name	Number of securities underlying unexercised options (#)			Option exercise price (C$)		Option expiration date		Value of unexercised in- the-money options (C$) ⁽¹⁾		Number of shares or units of shares that have not vested (#)		Market or payout value of share- based awards that have not vested (C$) ⁽³⁾		Market or payout value of share- based awards not paid out or distributed (C$) ⁽³⁾
		200,000 75,000			0.16 0.27		Aug. 30, 2017 Jan. 3, 2017		128,000 39,750
David Deak CTO; President, Lithium Nevada Corp.		500,000			0.75		May 1, 2021		25,000		150,000		120,000		Nil
Franco Mignacco President, Minera		500,000 177,525 1,104,600 552,300	⁽²⁾ ⁽²⁾		0.47 0.337 0.286 0.375		Mar. 3, 2021 Feb. 12, 2020 Jul. 16, 2019 Apr. 19, 2019		165,000 82,194 567,764 234,728		400,000		320,000		Nil

Notes:

⁽¹⁾

The value of unexercised “in-the-money options” is calculated on the basis of the difference between the closing price of the Common Shares on the TSX on December 31, 2016 of C$0.80 and the exercise price of the stock options.

⁽²⁾

Pursuant to the terms of the Arrangement Agreement between the Company and former Lithium Americas Corp. dated June 30, 2015, the options to purchase common shares in former Lithium Americas Corp. held by Messrs. Hodgson, Kanellitsas and Mignacco were exchanged for options to purchase common shares in the Company. All other terms and conditions of these options including the term to expiry, vesting and conditions to and manner of exercising remained the same as was set out in the original option to purchase common shares in former Lithium Americas Corp.

⁽³⁾

The market value of unexercised share-based awards is calculated on the basis of the closing price of the Common Shares on the TSX on December 31, 2016 of C$0.80.

⁽⁴⁾

The Company’s audited consolidated financial statements for the year ended December 31, 2016 use C$ for reporting options and share-based rewards and the table above is consistent with the presentation in note 9 thereto.

Subsequent to the financial year end on April 4, 2017, the following NEOs were granted awards:


Name	Number of Awards Granted(#) ^{(1) (2)}	Exercise price (C$)		Expiration date (if applicable) ⁽³⁾
Thomas Hodgson CEO	800,000 Stock Options ⁽⁴⁾ 300,000 Restricted Shares		0.98 0.98	April 4, 2022 N/A
John Kanellitsas President	800,000 Stock Options ⁽⁴⁾ 300,000 Restricted Shares ⁽³⁾		0.98 0.98	April 4, 2022 N/A
Eduard Epshtein CFO	150,000 Stock Options 180,000 Restricted Shares		0.98 0.98	April 4, 2022 N/A
David Deak CTO; President, Lithium Nevada Corp.	100,000 Stock Options 150,000 Restricted Shares		0.98 0.98	April 4, 2022 N/A
Franco Mignacco President, Minera	250,000 Stock Options 185,000 Restricted Shares		0.98 0.98	April 4, 2022 N/A

Notes:

⁽¹⁾

Stock options vest as to 25% on the date of grant and 25% every 6 months thereafter.

⁽²⁾

Restricted Shares vest on the termination of a voting agreement between the awardee and BCP Innovation Pte Ltd. (“Bangchak”).

⁽³⁾

The earlier of a change of control and the awardee’s separation from the Company.

⁽⁴⁾

500,000 of these stock options vest as follows: (a) 62,500 upon successful closing of the Ganfeng Lithium/Bangchak financings substantially in accordance with the terms sheets and agreements disclosed in the Company’s press releases dated 17th of January and 19th of January 2017 and then 62,500 every six months thereafter until the 18 ^th month; and (b) 62,500 upon first drawdown of debt provided by Ganfeng Lithium/Bangchak and then 62,500 every six months thereafter until the 18 ^th month.

Incentive Plan Awards – Value Vested or Earned During the Year

The Company does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the NEOs.

The following table sets forth details of the value of all awards that vested during the financial year ended December 31, 2016 (noting that this financial year was for a fifteen month period from October 1, 2015 to December 31, 2016), for each of the NEOs:


Name	Option-based awards –Value vested during the year ⁽¹⁾ (US$)		Share-based awards –Value vested during the year (US$) ⁽²⁾		Non-equity incentive plan compensation –Value earned during the year (US$)
Thomas Hodgson CEO		110,050		296,750		N/A
John Kanellitsas President and Vice-Chairman		110,050		298,202		N/A
Eduard Epshtein CFO		110,212		105,250		N/A
David Deak CTO; President, Lithium Nevada Corp.		159,855		150,000		N/A
Franco Mignacco President, Minera		110,050		296,582		N/A

Notes:

(1)

The “value vested during the year” with respect to the stock options is calculated using the accounting fair values determined for financial reporting purposes in accordance with IFRS 2. The fair values were estimated using the Black-Scholes valuation model with the assumptions as described in the Note 9 to the Company’s consolidated financial statements for the year ended December 31, 2016.

(2)

The amount of equity-settled payment arrangements is recorded in accordance with IFRS 2 and is based on the estimated fair value at the grant date and charged to earning over the vesting period.

Other Compensation and Pension Benefits

The Company does not have any pension, retirement or deferred compensation plans, including defined benefit or defined contribution plans.

Termination and Change of Control Benefits

Neither the Company nor its subsidiaries have entered into any compensatory plan or arrangement in respect of compensation received or that may be received by any of the NEOs during the Company’s most recently completed or current financial year to compensate such executive officers in the event of the termination of employment (resignation, retirement, change of control) or in the event of a change in control that exceed the amounts generally payable under statutory or common law rules for notice of termination without cause or compensation in lieu thereof, other than as set out herein.

The Hodgson Agreement provides that: (i) Mr. Hodgson may terminate his employment upon sixty (60) days notice or upon providing written notice of termination for good reason (which includes, without limitation, failure of the Company to pay any amount due to Mr. Hodgson within fifteen (15) days of notice to the Company of such failure to pay, reduction in Mr. Hodgson’s title or duties or responsibilities, material adverse change in salary or benefits, or material breach by the Company of the Hodgson Agreement); (ii) the Company may terminate Mr. Hodgson’s employment for just cause; and (iii) the Company may terminate Mr. Hodgson’s employment without cause upon the payment to Mr. Hodgson of twelve (12) months’ (the “ Hodgson Severance Period ”) salary in a lump sum, the payment to Mr. Hodgson of any bonus that Mr. Hodgson would have earned during the Hodgson Severance Period, the continuation of benefits for Mr. Hodgson and payment to Mr. Hodgson of all outstanding vacation pay and other compensation earned. The Hodgson Agreement also provides that upon a Change of Control (as defined below), if within twelve (12) months of such Change of Control, Mr. Hodgson is terminated (other than for just cause) or Mr. Hodgson terminates his employment for good reason, the Company shall provide Mr. Hodgson with the same payments and benefits set forth in (iii) above, except that the Hodgson Severance Period will be twenty-four (24) months, instead of twelve (12) months. Payment of the foregoing amounts is conditional upon Mr. Hodgson executing a release in favour of the Company. Upon separation from the Company other than as a result of termination for cause, all unvested RSR’s held by Mr. Hodgson vest immediately and all stock options held by Mr. Hodgson terminate in accordance with the provisions of the Plan.

A “ Change of Control ” for the purposes of the Hodgson Agreement, the Kanellitsas Agreement, the Epshtein Agreement, the Deak Agreement and the Mignacco Agreement means, in respect of the Company: (i) if, as a result of or in connection with the election of directors, the people who were directors (or who were entitled under a contractual arrangement to be directors) of the Company before the election cease to constitute a majority of the Board, unless the directors have been nominated by management or approved of by a majority of the previously serving directors; (ii) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert as a single control group or any affiliate (other than a wholly-owned subsidiary of the Company or in connection with a reorganization of the Company) or any one or more directors thereof hereafter “beneficially owns”(as defined in the BCBCA directly or indirectly, or acquires the right to exercise control or direction over, voting securities of the Company representing 50% percent or more of the then issued and outstanding voting securities of the Company, as the case may be, in any manner whatsoever; (iii) the sale, assignment, lease or other transfer or disposition of more than 50% percent of the assets of the Company to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Company or in connection with a reorganization of the Company); (iv) the occurrence of a transaction requiring approval of the Company’s shareholders whereby the Company is acquired through consolidation, merger, exchange of securities involving all of the Company’s voting securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than a short-form amalgamation of the Company or an exchange of securities with a wholly-owned subsidiary of the Company or a reorganization of the Company); or (v) any sale, lease, exchange, or other disposition of all or substantially all of the assets of the Company other than in the ordinary course of business.

The Kanellitsas Agreement provides that: (i) Mr. Kanellitsas may terminate his employment upon sixty (60) days notice or upon providing written notice of termination for good reason (which includes, without limitation, failure of the Company to pay any amount due to Mr. Kanellitsas within fifteen (15) days of notice to the Company of such failure to pay, reduction in Mr. Kanellitsas’ title or duties or responsibilities, material adverse change in salary or benefits, or material breach by the Company of the Kanellitsas Agreement); (ii) the Company may terminate Mr. Kanellitsas’ employment for just cause; and (iii) the Company may terminate Mr. Kanellitsas’ employment without cause upon the payment to Mr. Kanellitsas of twelve (12) months’ (the “ Kanellitsas Severance Period ”) salary in a lump sum, the payment to Mr. Kanellitsas of any bonus that Mr. Kanellitsas would have earned during the Kanellitsas Severance Period, the continuation of benefits for Mr. Kanellitsas and payment to Mr. Kanellitsas of all

outstanding vacation pay and other compensation earned. The Kanellitsas Agreement also provides that upon a Change of Control, if within twelve (12) months of such Change of Control, Mr. Kanellitsas is terminated (other than for just cause) or Mr. Kanellitsas terminates his employment for good reason, the Company shall provide Mr. Kanellitsas with the same payments and benefits set forth in (iii) above, except that the Kanellitsas Severance Period will be twenty-four (24) months, instead of twelve (12) months. Payment of the foregoing amounts is conditional upon Mr. Kanellitsas executing a release in favour of the Company. Upon separation from the Company other than as a result of termination for cause, all unvested RSR’s held by Mr. Kanellitsas vest immediately and all stock options held by Mr. Kanellitsas terminate in accordance with the provisions of the Plan.

The Epshtein Agreement provides that: (i) Mr. Epshtein may terminate his employment upon sixty (60) days notice or upon providing written notice of termination for good reason (which includes, without limitation, failure of the Company to pay any amount due to Mr. Epshtein within fifteen (15) days of notice to the Company of such failure to pay, reduction in Mr. Epshtein’s title or duties or responsibilities, material adverse change in salary or benefits, or material breach by the Company of the Epshtein Agreement); (ii) the Company may terminate Mr. Epshtein’s employment for just cause; and (iii) the Company may terminate Mr. Epshtein’s employment without cause upon the payment to Mr. Epshtein’s of twelve (12) months’ (the “ Epshtein Severance Period ”) salary in a lump sum, the payment to Mr. Epshtein of any bonus that Mr. Epshtein would have earned during the Epshtein Severance Period, the continuation of benefits for Mr. Epshtein and payment to Mr. Epshtein of all outstanding vacation pay and other compensation earned. The Epshtein Agreement also provides that upon a Change of Control, if within twelve (12) months of such Change of Control, Mr. Epshtein is terminated (other than for just cause) or Mr. Epshtein terminates his employment for good reason, the Company shall provide Mr. Epshtein with the same payments and benefits set forth in (iii) above, except that the Epshtein Severance Period will be twenty-four (24) months, instead of twelve (12) months. Payment of the foregoing amounts is conditional upon Mr. Epshtein executing a release in favour of the Company. Upon separation from the Company other than as a result of termination for cause, all unvested RSR’s held by Mr. Epshtein vest immediately and all stock options held by Mr. Epshtein terminate in accordance with the provisions of the Plan.

The Deak Agreement provides that: (i) Dr. Deak may terminate his employment upon sixty (60) days notice or upon providing written notice of termination for good reason (which includes, without limitation, failure of the Company to pay any amount due to Dr. Deak within fifteen (15) days of notice to the Company of such failure to pay, reduction in Dr. Deak’s title or duties or responsibilities, material adverse change in salary or benefits, or material breach by the Company of the Deak Agreement); (ii) the Company may terminate Dr. Deak’s employment for just cause; and (iii) the Company may terminate Dr. Deak’s employment without cause upon the payment to Dr. Deak of twelve (12) months’ (the “ Deak Severance Period ”) salary in a lump sum, the payment to Dr. Deak of any bonus that Dr. Deak would have earned during the Deak Severance Period, the continuation of benefits for Dr. Deak and payment to Dr. Deak of all outstanding vacation pay and other compensation earned. The Deak Agreement also provides that upon a Change of Control, if within twelve (12) months of such Change of Control, Dr. Deak is terminated (other than for just cause) or Dr. Deak terminates his employment for good reason, the Company shall provide Dr. Deak with the same payments and benefits set forth in (iii) above, except that the Deak Severance Period will be twenty-four (24) months, instead of twelve (12) months. Payment of the foregoing amounts is conditional upon Dr. Deak executing a release in favour of the Company. Upon separation from the Company other than as a result of termination for cause, all RSR’s and stock options held by Dr. Deak terminate in accordance with the provisions of the Plan.

The Mignacco Agreement provides that: (i) Mr. Mignacco may terminate his employment upon sixty (60) days notice or upon providing written notice of termination for good reason (which includes, without limitation, failure of the Company to pay any amount due to Mr. Mignacco within fifteen (15) days of notice to the Company of such failure to pay, reduction in Mr. Mignacco’s title or duties or responsibilities, material adverse change in salary or benefits, or material breach by the Company of the

Mignacco Agreement); (ii) the Company may terminate Mr. Mignacco’s employment for just cause; and (iii) the Company may terminate Mr. Mignacco’s employment without cause upon the payment to Mr. Mignacco of twelve (12) months’ (the “ Mignacco Severance Period ”) salary in a lump sum, the payment to Mr. Mignacco of any bonus that Mr. Mignacco would have earned during the Mignacco Severance Period, the continuation of benefits for Mr. Mignacco and payment to Mr. Mignacco of all outstanding vacation pay and other compensation earned. The Mignacco Agreement also provides that upon a Change of Control, if within twelve (12) months of such Change of Control, Mr. Mignacco is terminated (other than for just cause) or Mr. Mignacco terminates his employment for good reason, the Company shall provide Mr. Mignacco with the same payments and benefits set forth in (iii) above, except that the Mignacco Severance Period will be twenty-four (24) months, instead of twelve (12) months. Payment of the foregoing amounts is conditional upon Mr. Mignacco executing a release in favour of the Company. Upon separation from the Company other than as a result of termination for cause, all RSR’s and stock options held by Mr. Mignacco terminate in accordance with the provisions of the Plan.

The following table discloses the estimated amounts payable to those NEOs under a termination without cause or upon the occurrence of a change of control (and assuming if necessary, that there was a termination of employment within 12 months of such change of control). Amounts disclosed in the table below assume that the NEO’s employment terminated and/or a change of control (or, as applicable, termination following the change of control) occurred on December 31, 2016:


Named Executive Officer	Termination by the Company US$		Payment due upon a Change of Control ⁽¹⁾ US$
Thomas Hodgson CEO	$	540,000	$	1,080,000
John Kanellitsas President and Vice-Chairman	$	565,000	$	1,130,000
Eduard Epshtein Chief Financial Officer	$	382,000	$	770,000
David Deak CTO; President, Lithium Nevada Corp.	$	359,000	$	718,000
Franco Mignacco President, Minera	$	348,000	$	697,000

Notes:

⁽¹⁾

The entitlement of the NEOs to payment upon a Change of Control is not necessarily in substitution for, and may be in addition to, amounts payable to such NEOs upon termination by the Company.

⁽²⁾

Amounts above include, among other things, amounts payable in lieu of bonuses that would have been earned during the applicable severance period.

DIRECTOR COMPENSATION

Director Compensation

The following table describes all amounts of compensation provided to the directors of the Company, who are not also NEOs, for the year ended December 31, 2016.

Director Name ⁽¹⁾

Fees

Earned

(US$)

Share-

based

awards

(US$) ⁽³⁾

Option-

based

awards

(US$) ⁽²⁾

Non-equity

incentive plan

compensation

(US$)

Pension

value

(US$)

All other

compensation

(US$)

Total

(US$)

George Ireland

3,000

55,572

122,054

N/A

180,626


Director Name ⁽¹⁾	Fees Earned (US$)		Share- based awards (US$) ⁽³⁾		Option- based awards (US$) ⁽²⁾		Non-equity incentive plan compensation (US$)		Pension value (US$)		All other compensation (US$)		Total (US$)
Lenard F. Boggio ⁽²⁾		3,000		33,750		40,685		N/A		N/A		N/A		77,435
Nicole Adshead-Bell ⁽²⁾		3,000		30,000		40,685		N/A		N/A		N/A		73,685
Gabriel Rubacha		12,100		30,000		40,685		N/A		N/A		N/A		82,785
John Macken ⁽ ²⁾		15,125		22,355		20,342		N/A		N/A		N/A		57,822
Terry Krepiakevich ⁽²⁾		12,824		—		18,082		N/A		N/A		N/A		30,906
William Haldane ⁽²⁾		9,027		—		12,000		N/A		N/A		N/A		21,027
Ed Flood		—		—		12,000		N/A		N/A		N/A		12,000
Matthew Hornor		9,160		—		—		N/A		N/A		N/A		9,160

Notes:

⁽¹⁾

For Messrs. Hodgson, Kanellitsas and. Mignacco refer to the Summary Compensation Table on page 23 of this Circular. Mr. Boggio and Dr. Adshead-Bell resigned on June 7, 2017 and Mr. Macken is not standing for re-election. Mr. Flood ceased to be a director on October 15, 2015. Messrs. Krepiakevich, Haldane and Hornor ceased to be directors on March 30, 2016.

⁽²⁾

This column includes the grant date fair value of all options granted during the year. All grant date fair values equal the accounting fair values determined for financial reporting purposes in accordance with International Financial Reporting Standards. The fair values were estimated using the Black-Scholes valuation model with the assumptions as described in Note 9 to the Company’s consolidated financial statements for the year ended December 31, 2016. The grant date fair value is not necessarily the value of the option to the individual over time, or the value that might ultimately be derived from the exercise of such options. The Black-Sholes option pricing model has been used to determine grant date fair value due to its wide acceptance across industry as an options valuation model, and because it is the same model the Company uses to value options for financial reporting purposes. The stock options granted to the Company’s directors vest over a period of 18 months (25% on the grant date and 25% every 6 months thereafter) in accordance with the minimum vesting requirements of the Plan.

⁽³⁾

The amount of share-based awards is recorded in accordance with IFRS 2 and is based on the estimated fair value at the grant date and charged to earning over the vesting period.

All directors are eligible for and receive incentive stock options which may be granted from time to time, for performing their duties as directors. Pursuant to the Plan, directors are also eligible to receive RSRs and DSUs.

Effective September 1, 2014 the Chair of the Audit Committee became entitled to an annual fee of C$10,000 payable in quarterly instalments (the “ Audit Committee Chair Fee ”).

Effective October 1, 2015 the directors’ fees of C$25,000 annually were deferred until December 31, 2016. The chair of the Company’s audit committee (the “ Audit Committee Chair ”) also agreed to defer his fee of C$10,000 annually. The deferred fees were paid in cash during the fiscal year ended December 31, 2016 with the exception of directors’ fees earned by Mr. Ireland and Mr. Macken, who elected to receive DSUs .

Effective April 1, 2016, the Board approved an annual fee of US$35,000 to each independent director, an additional US$5,000 to a committee Chair, an additional US$10,000 to the Audit Committee Chair and additional US$30,000 to the Chairman of the Board. Director’s fees are paid quarterly at a minimum of 50% in DSU’s and the remainder in cash, as determined by the individual director. There is also an additional US$1,000 fee, payable in cash, for each additional Board meeting exceeding six per annum.

Outstanding Share Based Awards and Option Based Awards

The following table sets forth information concerning all awards outstanding under the incentive plans of the Company at the end of the most recently completed financial year ended December 31, 2016 (noting that this financial year was for a fifteen month period from October 1, 2015 to December 31, 2016), including awards granted before the most recently completed financial year, to each of the directors who are not also a NEO:


	Option-based Awards								Share-based Awards
Name ⁽¹⁾	Number of securities underlying unexercised options (#)		Option exercise price (C$)		Option expiration date		Value of unexercised in- the-money options (C$) ⁽²⁾		Number of shares or units of shares that have not vested (#)		Market or payout value of share-based awards that have not vested (C$) ⁽³⁾		Market or payout value of share-based awards not paid out or distributed (C$) ⁽³⁾
George Ireland		600,000		0.47		March 30, 2021		198,000		300,000		99,000		N/A
Lenard F. Boggio		200,000		0.47		March 30, 2021		66,000		100,000		33,000		N/A
Nicole Adshead- Bell		200,000		0.47		March 30, 2021		66,000		100,000		33,000		N/A
Gabriel Rubacha		200,000		0.47		March 30, 2021		66,000		100,000		33,000		N/A
John Macken		100,000 300,000		0.47 0.69		March 30, 2021 August 15, 2019		33,000 33,000		50,000 Nil		16,500 Nil		N/A N/A
Terry Krepiakevich ⁽⁵⁾		150,000 100,000 250,000 250,000 100,000		0.30 0.69 0.27 0.16 0.27		October 5, 2020 August 15, 2019 Oct. 21, 2018 August 30, 2017 January 3, 2017		75,000 11,000 132,500 160,000 53,000		Nil Nil Nil Nil Nil		Nil Nil Nil Nil Nil		N/A N/A N/A N/A N/A
William Haldane ⁽⁵⁾		100,000		0.30		October 5, 2020		50,000		Nil		Nil		N/A
Ed Flood ⁽⁴⁾		100,000 200,000		0.30 0.69		October 5, 2020 August 15, 2019		50,000 22,000		Nil Nil		Nil Nil		N/A N/A
Matthew Hornor ⁽⁵⁾		200,000		0.80		April 1, 2019		Nil		Nil		Nil		Nil

Notes:

⁽¹⁾

⁽²⁾

The value of unexercised “in-the-money options” is calculated on the basis of the difference between the closing price of the Common Shares on the TSX on December 31, 2016 at C$0.80 and the exercise price of the stock options.

⁽³ ⁾

The value of unexercised “in-the-money share-based awards that have not vested” is calculated on the basis of the difference between the closing price of the Common Shares on the TSX on December 31, 2016 at C$0.80 and the exercise price of the stock options.

⁽⁴⁾

Ed Flood passed away on October 15, 2015.

⁽⁵⁾

Resigned during the fiscal year ended December 31, 2016.

⁽⁶⁾

Subsequent to the financial year end on April 4, 2017, the following directors were granted awards:

•

George Ireland was granted 300,000 options with an exercise price of C$0.98 and an expiry date of April 4, 2022. The options are subject to the Company’s vesting policy: 25% on the date of the grant and 25% every subsequent six months;

•

John Macken was granted 100,000 options with an exercise price of C$0.98 and an expiry date of April 4, 2022. The options are subject to the Company’s vesting policy: 25% on the date of the grant and 25% every subsequent six months;

•

Gabriel Rubacha was granted 500,000 options with an exercise price of C$0.98 and an expiry date of April 4, 2022. The options are subject to the Company’s vesting policy: 25% on the date of the grant and 25% every subsequent six months;. Mr. Rubacha was also granted 900,000 stock options with an exercise price of C$1.00 and an expiry date of May 16, 2022. The options are subject vesting as follows: 1/3 on May 16, 2018, 1/3 on May 16, 2019 and 1/3 on May 16, 2020.

•

Nicole Adshead-Bell was granted 100,000 options with an exercise price of C$0.98 and an expiry date of April 4, 2022. The options are subject to the Company’s vesting policy: 25% on the date of the grant and 25% every subsequent six months; and

•

Lenard Boggio was granted 100,000 options with an exercise price of C$0.98 and an expiry date of April 4, 2022. The options are subject to the Company’s vesting policy: 25% on the date of the grant and 25% every subsequent six months.

Incentive Plan Awards-Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the year ended December 31, 2016 (noting that this financial year was for a fifteen month period from October 1, 2015 to December 31, 2016), for each director:

Name ⁽¹⁾

Option-based awards –

Value vested during the

year ²⁾ (US$)

Share-based awards – Value

vested during the year ⁽³⁾
(US$)

Non-equity incentive plan

compensation – Value earned

during the year (US$)

George Ireland

99,497

55,572

N/A

Lenard F. Boggio

33,166

33,750

N/A

Nicole Adshead-Bell

33,166

30,000

N/A

Gabriel Rubacha

33,166

30,000

N/A

John Macken

33,440

22,355

N/A

Terry Krepiakevich

19,683

Nil

N/A

William Haldane

19,188

Nil

N/A

Ed Flood

16,000

Nil

N/A

Matthew Hornor

16,000

Nil

N/A

LOGO LOGO

Notes:

⁽¹⁾

For Messrs. Hodgson, Kanellitsas and. Mignacco refer to the Summary Compensation Table on page 25 of this Circular. Mr. Boggio and Dr. Adshead-Bell resigned on June 7, 2017 and Mr. Macken is not standing for re-election.

⁽²⁾

The “value vested during the year” with respect to the stock options is calculated using the accounting fair values determined for financial reporting purposes in accordance with IFRS 2.

⁽³⁾

The amount of share-based awards is recorded in accordance with IFRS 2 and is based on the estimated fair value at the grant date and charged to earning over the vesting period.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company or its subsidiaries, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company or its subsidiaries since the beginning of the last completed financial year of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER

EQUITY COMPENSATION PLANS

On March 31, 2011 the Company adopted a stock option plan (the “ Old Plan ”). On March 30, 2015 the shareholders voted to amend and restate the Old Plan to increase the maximum number of Common Shares which may be allocated for issuance from 20,426,652 Common Shares to 23,863,543 Common Shares (representing 6.18% of the Company’s issued and outstanding share capital as at the date of this Circular). The Old Plan provides for the grant to eligible participants of incentive stock options exercisable to purchase Common Shares. The eligible participants for the Old Plan included directors of the Company or any affiliate, any full time and part time employees (including officers) of the Company, or any affiliate thereof that the Board determines to be employees eligible for participation in the Old Plan. Persons or companies engaged by the Company or an affiliate to provide services for an initial, renewable or extended period of 12 months or more are eligible for participation in the Old Plan as the Board determines.

At the annual general meeting held March 30, 2016, the shareholders of the Company voted to approve the new incentive compensation plan (previously defined as the “ Plan ”). The Plan is intended to secure for the Company and its shareholders the benefits of incentive 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. All options outstanding prior to March 30, 2016 will continue to be governed by the terms of the Old Plan. Subsequent to March 30, 2016, all Awards (as defined below) will be governed by the terms of the Plan. The administration and material terms of stock options granted under the Plan and the Old Plan are substantially similar.

The following information is as at the Company’s most recently completed financial year end:


Plan Category	Number of securities to be issued upon exercise of outstanding options and rights (a)		Weighted-average exercise price of outstanding options and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by the securityholders		17,117,975	$	0.45		13,068,6158
Equity compensation plans not approved by the securityholders ⁽¹⁾		—		—		—
Total		17,117,975		—		13,068,618

Note:

⁽¹⁾

As at June 27, 2017, the aggregate number of Common Shares that may be reserved for issuance under the Plan (including the Old Plan) is 38,589,031 (representing 10% of the issued and outstanding Common Shares as at June 27, 2017), with a balance of 13,164,719 Common Shares available for future grants under the Plan.

Summary of the Plan

Overview

The following is a summary of the material terms of the Plan and is qualified in its entirety by reference to the specific terms of the Plan, a copy of which is available on the Company’s profile at www.sedar.com.

The Plan provides for the grant to eligible directors and employees (including officers) of incentive stock options exercisable to purchase Common Shares (“ Options ”) and RSRs that convert automatically into common shares. The Plan also provides for the grant to eligible directors of DSUs which the directors are entitled to redeem for 90 days following retirement or termination from the Board (Options, RSRs and DSUs are collectively referred to as “ Awards ”).

Stock Options

Option Grants

The Plan authorizes the Board, on the recommendation of the Compensation Committee, to grant Options. The number of Common Shares, the exercise price per Common Share, the vesting period and any other terms and conditions of options granted pursuant to the Plan, from time to time are determined by the Board, on the recommendation of the Compensation Committee, at the time of the grant, subject to the defined parameters of the Plan. The date of grant for the Options shall be the date the Compensation Committee approved the grant for recommendation to the Board, or for grants not approved for recommendation by the Committee, the date such grant was approved by the Board.

Exercise Price

The exercise price of any Option cannot be less than the volume weighted average price of the Common Shares on the TSX for the five days on which Common Shares were traded immediately preceding the date of grant (the “ Fair Market Value ”).

Exercise Period, Blackout Periods and Vesting

Options are exercisable for a period of five years from the date the option is granted or such greater or lesser period as determined by the Board. Options may be earlier terminated in the event of death or termination of employment or appointment. Vesting of Options is determined by the Board. Failing a specific vesting determination by the Board, options automatically become exercisable incrementally over a period of eighteen months from the date of grant, as to: (i) 25% of the total number of shares under Option immediately upon the date of grant; and (ii) at each six-month interval thereafter, an additional 25% of the total number of shares under Option such that after the 18 ^th month of the option period, 100% of the option will be exercisable.

The right to exercise an option may be accelerated in the event a takeover bid in respect of the Common Shares is made.

When the expiry date of an Option occurs during, or within ten (10) days following, a “blackout period”, the expiry date of such option is deemed to be the date that is ten (10) days following the expiry of such blackout period. Blackout periods are imposed by the Company to restrict trading of the Company’s securities by directors, officers, employees and certain others who hold options to purchase Common Shares, in accordance with the Company’s Corporate Disclosure, Confidentiality and Securities Trading Policy and similar policies in effect from time to time, in circumstances where material non-public information exists, including where financial statements are being prepared but results have not yet been publicly disclosed.

Cashless Exercise Rights

Cashless exercise rights may also be granted under the Plan, at the discretion of the Board on the recommendation of the Compensation Committee, to an optionee in conjunction with, or at any time following the grant of, an Option. Cashless exercise rights under the Plan effectively allow an optionee to exercise an Option on a “cashless” basis by electing to relinquish, in whole or in part, the right to exercise such Option and receive, in lieu thereof, a number of fully paid Common Shares. The number of Common Shares issuable on the cashless exercise right is equal to the quotient obtained by dividing the difference between the aggregate Fair Market Value and the aggregate option price of all Common Shares subject to such option by the Fair Market Value of one (1) Common Share.

Termination or Death

If an optionee dies while employed by the Company, any Option held by him or her will be exercisable for a period of 12 months or prior to the expiration of the Options (whichever is sooner) by the person to whom the rights of the optionee shall pass by will or applicable laws of descent and distribution. If an optionee is terminated for cause, no Option will be exercisable unless the Board determines otherwise. If an optionee ceases to be employed or engaged by the Company for any reason other than cause, then the options will be exercisable for a period of 12 months or prior to the expiration of the Options (whichever is sooner).

RSRs

RSR Grant

The Plan authorizes the Board to grant RSRs, in its sole and absolute discretion, to any eligible employee or director. Each RSR provides the recipient with the right to receive Common Shares as a discretionary payment in consideration of past services or as an incentive for future services, subject to the Plan and with such additional provisions and restrictions as the Board may determine. Each RSR grant shall be evidenced by a restricted share right grant letter which shall be subject to the terms of the Plan and any other terms and conditions which the Board, on recommendation of the Committee, deem appropriate.

Vesting of RSRs

Concurrent with the granting of the RSR, the Board shall determine, on recommendation from the Compensation Committee, the period of time during which the RSR is not vested and the holder of such RSR remains ineligible to receive Common Shares. Such period of time may be reduced or eliminated from time to time for any reason as determined by the Board. Once the RSR vests, the RSR is automatically settled through the issuance of an equivalent number of underlying Common Shares as RSRs held. Participants who are resident in Canada for the purposes of the Income Tax Act (Canada) may elect to defer some or all of any part of the Common Share grant until one or more later dates.

Retirement or Termination

In the event the participant retires or is terminated during the vesting period, any RSR held by the participant shall be terminated immediately provided however that the Board shall have the absolute discretion to accelerate the vesting date. In the event of death or total disability the vesting period shall accelerate and the Common Shares underlying the RSRs shall be issued.

DSUs

DSU Grant

The Plan authorizes the Board to grant DSUs, in its sole and absolute discretion in a lump sum amount or

on regular intervals to eligible directors. Each DSU grant shall be evidenced by a DSU grant letter which shall be subject to the terms of the Plan and any other terms and conditions which the Board, on recommendation of the Compensation Committee, deem appropriate.

Vesting of DSUs

Each eligible director shall be entitled to redeem their DSUs during the period commencing on the business day immediately following the date such director ceases to hold any directorship and ending on the 90 ^th day following such date by providing written notice of redemption to the Company. Upon redemption, the director shall be entitled to receive (subject to any share issuance limits in the Plan), the number of Common Shares equal to the number of DSUs in the director’s account. If the director ceases to hold office during a year where DSUs have been granted and they have not held office for the entire year, the director will only be entitled to a pro-rated issuance of shares.

Provisions applicable to all grants of Awards

Participation Limits

The aggregate number of Common Shares that may be issued and issuable under the Plan together with any other securities-based compensation arrangements of the Company, 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 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 individual under the Plan (when combined with all of the Company’s other security based compensation arrangements, as applicable) exceed 5% of the Company’s outstanding issue from time to time.

Transferability

Pursuant to the Plan, any Awards granted to a participant shall not be transferable except by will or by the laws of descent and distribution. During the lifetime of a participant, Awards may only be exercised by the Participant.

Amendments to the Plan

The Board may amend, suspend or terminate the Plan or any Award granted under the Plan without shareholder approval, including, without limiting the generality of the foregoing: (i) changes of a clerical or grammatical nature; (ii) changes regarding the persons eligible to participate in the Plan; (iii) changes to the exercise price; (iv) vesting, term and termination provisions of Awards; (v) changes to the cashless exercise right provisions; (vi) changes to the authority and role of the Board under the Plan; and (vii) any other matter relating to the Plan and the Awards granted thereunder, 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 Company’s shares are listed;

(b)

no amendment to the Plan or to an Award granted thereunder 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 shall not be more than ten (10) years from the date of grant of such Option, provided, however, that at any time the expiry date should be determined to occur either during a blackout period or within ten business days following the expiry of a blackout period, the expiry date of such Option shall be deemed to be the date that is the tenth business day following the expiry of the blackout period;

(d)

the Board shall obtain shareholder approval of:

(i)

any amendment to the aggregate number of shares issuable under the Plan;

(ii)

any amendment to the limitations on shares that may be reserved for issuance, or issued, to insiders;

(iii)

any amendment that would reduce the exercise price of an outstanding Option other than pursuant to a declaration of stock dividends of shares or consolidations, subdivisions or reclassification of shares, or otherwise, the number of Common Shares available under the Plan; and

(iv)

any amendment that would extend the expiry date of any Option granted under the Plan except in the event that such option expires during or within ten (10) business days following the expiry of a blackout period.

If the Plan is terminated, the provisions of the 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 pursuant thereto remain outstanding.

Share Issuance Limits

The aggregate number of Common Shares that may be subject to issuance under the Plan, together with any other securities-based compensation arrangements of the Company (including the Old Plan), shall not exceed 10% of the Company’s issued and outstanding share capital from time to time.

As of June 27, 2017, there were 12,572,500 Options, 4,703,069 RSRs and 343,268 DSUs (representing 4.6% of the Company’s issued and outstanding share capital as at the date of this Circular) outstanding under the Plan and 7,805,475 Options (representing 2.0% of the Company’s issued and outstanding share capital as at the date of this Circular) outstanding under the Old Plan.

There are no entitlements to Common Shares under the Plan or the Old Plan which are subject to ratification by shareholders at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

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, except as disclosed in this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out herein, 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 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 or proposed transaction which has materially affected or would materially affect the Company or its subsidiaries.

On December 15, 2015 the Company entered into a Line of Credit Agreement (the “ Line of Credit Agreement ”) with Geologic Resource Partners LLC (“ Geologic ”) whereby Geologic agreed to advance a US$5,000,000 line of credit (the “ Line of Credit ”) to the Company with an interest rate of 1.25% per month, payable monthly in arrears. Upon execution, the Company paid a US$75,000 execution fee. Concurrent with execution of the Line of Credit Agreement, Geologic assigned a beneficial interest in an aggregate US$750,000 principal amount of the Line of Credit to John Kanellitsas, President and Director of the Company and Greenbrook Capital Partners Inc., a company wholly owned by Thomas Hodgson, the CEO and Director of the Company. The Company could draw down on the Line of Credit from time to time in increments of US$100,000, with each draw down subject to a fee of 1.25% of the amount drawn down. Any amounts disbursed, once repaid, would no longer be available for draw down. The Line of Credit also had a standby fee equal to 1.5% of any undrawn amount, payable annually. The Company did not draw down any funds under this facility, did not incur any additional fees and cancelled the Line of Credit on April 2, 2016, with no further obligations outstanding.

On January 19, 2017, the Company and Bangchak, a company of which Chaiwat Kovavisarach, a nominee Director of the Company, is the President and Chief Executive Officer, entered into an investment agreement (the “ Investment Agreement ”). In connection with the Investment Agreement, among other things: Bangchak has agreed to purchase 50,000,000 Common Shares at a price of C$0.85 per Common Share; and the parties have agreed to: (a) the terms for a US$80 million credit facility; (b) the terms for an off-take entitlement for the purchase and sale of lithium products; and (c) enter into an investor rights agreement, subject to completion of certain definitive documentation and satisfaction of other closing conditions.

On June 7, 2017, the Company and GFL International Co. Ltd. (“ Ganfeng Lithium ”), a company of which Wang Xiaoshen, a Director of the Company, is the Executive Director, completed the closing of the investment agreement dated January 17, 2017 and subsequently amended. In connection with the closing, among other things: Ganfeng Lithium purchased an additional 63,750,000 Common Shares at a price of C$0.85 per Common Share, which together with the 11,250,000 Common Shares purchased by Ganfeng Lithium on January 26, 2017, resulted in gross proceeds to the Company of approximately C$54 million (US$40 million) and the parties executed: (a) a credit agreement for a US$125 million credit facility (b) an off-take agreement for the purchase and sale of lithium products; and (c) an investor rights agreement, pursuant to which, among other things, it was granted the right to nominate one director to the Board as long as it owns not less than 15% of the Common Shares. Ganfeng Lithium’s nominee to the Board is Wang Xiaoshen, who was initially appointed to the Board on June 7, 2017.

MANAGEMENT CONTRACTS

No management functions of the Company or its subsidiaries are to any substantial degree performed by a person or company other than the directors and officers of the Company or its subsidiaries.

APPOINTMENT OF AUDITOR

Auditor

PricewaterhouseCoopers LLP, Chartered Professional Accountants, were appointed as the auditors of the Company on August 18, 2015 and will be nominated at the Meeting for re-appointment as auditor of the Company with their remuneration to be fixed by the Board.

The Company’s Audit Committee consists of Gary Cohn, George Ireland and John Macken. NI 52-110, 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 judgment. The Board has determined that all members of the Audit Committee are “independent” directors.

For more information about the Company’s Audit Committee, please see the section entitled “Audit Committee Information” in the Company’s Annual Information Form for the most recently completed financial year.

CORPORATE GOVERNANCE DISCLOSURE

Effective June 30, 2005, National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) was adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. The corporate governance practices adopted by the Company are set out in the attached Schedule “A”.

OTHER MATTERS

It is not known whether any other matters will come before the Meeting other than those set forth in this Circular and in the Notice of Meeting, but if any other matters do arise, the person named in the Form of Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

ADDITIONAL INFORMATION

Copies of the Company’s Annual Information Form, Annual Financial Statements and Management Discussion and Analysis for its most recently completed financial year filed pursuant to applicable Canadian provincial securities laws are available through the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Information concerning the Company may be obtained by any shareholder free of charge by contacting the Company at 778-656-5820.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Vancouver, British Columbia, the 5 ^th day of July, 2017.

ON BEHALF OF THE BOARD

“Thomas Hodgson”

Thomas Hodgson

Chief Executive Officer and Director

SCHEDULE “A”

CORPORATE GOVERNANCE PRACTICES

The following table addresses the disclosure requirements set out in Form 58-101F1 Corporate Governance Disclosure:


CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT ⁽¹⁾		THE COMPANY’S APPROACH
1. Board of Directors (the “Board”) (a) Disclose the identity of directors who are independent.		(a) The Company’s independent directors are Gary Cohn, Jonathan Evans, George Ireland, John Macken, and Wang Xiaoshen.

(b) Disclose the identity of directors who are not independent and describe the basis for that determination.		(b) The Company’s non-independent directors are Thomas Hodgson by virtue of acting as Chief Executive Officer of the Company, John Kanellitsas by virtue of acting as President and Vice Chairman, Gabriel Rubacha by virtue of acting as President of South American Operations, and Franco Mignacco by virtue of acting as President of Minera Exar S.A., an indirect wholly owned subsidiary of the Company.

(c) Disclose whether or not a majority of the directors are independent. If a majority of directors are not independent, describe what the Board does to facilitate its exercise of independent judgment in carrying out its responsibilities.		(c) A majority of the Board is independent.

(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.		(d) The following directors are presently also directors of other issuers as listed: i. George Ireland is also a director of Amerigo Resources Ltd., Rathdowney Resources Ltd. and Redstar Gold Corp. ii. John Kanellitsas is also a director of Cobalt 27 Capital Corp. iii. Wang Xiaoshen is also a director of Ganfeng Lithium Corp. and International Lithium Corp.

A-1


(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.		(e) The independent directors of the Board have held meetings at which non-independent directors and members of management are not in attendance. The Company also holds regular quarterly meetings and other meetings as required, at which the opinion of the independent directors is sought and duly acted upon for all material matters related to the Company. The Company has held 4 independent directors’ meetings since the beginning of its most recently completed financial year.

(f) Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors.		(f) George Ireland is the Chairman of the Board and is an independent director. The Chairman provides leadership to the Board and works with the CEO of the Company to advance the business of the Company. The Chairman is also responsible for, among other things, working with the Board on strategic planning and corporate governance issues, chairing Board meetings, appointing the chairpersons of the Board committees and performance evaluations with respect to the Company, the Board and the CEO.

(g) Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.		(g) The Company has held 25 Board meetings between January 1, 2016 and June 27, 2017. The attendance record for the directors is: Thomas Hodgson (25/25), George Ireland (24/25), John Macken (25/25), John Kanellitsas (24/25), Franco Mignacco (25/25), Nicole Adshead-Bell (18/18), Lenard F. Boggio (18/18). * Mr. Boggio and Dr. Adshead-Bell were appointed on March 30, 2016 and resigned on June 7, 2017; Messrs. Evans and Wang were appointed on June 7, 2017; and Mr. Cohn was appointed on June 28, 2017.

2. Board Mandate Disclose the text of the Board’s written mandate.		Please see the attached Schedule “C” – Board Mandate for the full text of the Board’s written mandate.

3. Position Descriptions (a) Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.		(a) The Board has developed a written position description for the Chairman of the Board. The Board has not developed a written position description for the chair of each committee; however, the Board has created a written charter for each of the Audit Committee, the Compensation and Benefits Committee and the Nominating and Corporate Governance Committee from which the chairs

A-2



		of such committees delineate their roles and responsibilities.

(b) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.		(b) The Board has developed a written position description for the CEO.

4. Orientation and Continuing Education

(a) Briefly describe what measures the Board takes to orient new members regarding: (i) the role of the Board, its committees and its directors, and (ii) the nature and operation of the issuer’s business		(a) The Board does not have any formal policies with respect to the orientation of new directors. However new directors are provided with relevant materials with respect to the Company, the role of the Board, its committees and its directors, and the nature and operation of the Company’s business, as well as being oriented on relevant corporate issues by the CEO.

(b) Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.		(b) The Board currently does not provide a formal continuing education program to its directors, although Board members are encouraged to pursue continuing education to support their role as directors. Directors are periodically provided with the opportunity to visit the Company’s properties to become familiar with its business and operations. Presentations by management and the Company’s advisors are also organized, as needed, to provide ongoing director education. By appointing to the Board professionals with a wide range of financial, exploration and mining expertise, the Company ensures that the Board operates effectively and efficiently.

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5. Ethical Business Conduct

(a) Disclose whether or not the Board has adopted a written code for its directors, officers and employees. If the Board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and disclose how a person or company may obtain a copy of the code; (iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.		(a) The Board has adopted a Code of Business Conduct and Ethics (the “ Code ”) which is applicable to its directors, officers and employees. A copy of the Code has also been filed on SEDAR at www.sedar.com and is available on the Company’s website in English and Spanish. All directors, officers and employees of the Company are provided with a copy of the Code and must provide the Company with written acknowledgement that they have received, reviewed and understood the Code. The Company’s Audit Committee is responsible for monitoring compliance with the Code. To date, the Company has not been required to file a material change report relating to a departure from the Code.

(b) Describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.		(b) Directors with an interest in a material transaction or agreement are required to declare their interest and abstain from voting on such transactions. A thorough discussion of the documentation related to a material transaction is required for review by the Board, particularly independent directors.

(c) Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.		(c) The Board seeks directors who have solid track records in matters ranging from finance to exploration and mining in order to ensure a culture of ethical business conduct. The Board has also adopted the Code which summarizes the legal, ethical and regulatory standards that the Company must follow to promote integrity and deter wrongdoing. It represents a standard for all directors, officers and employees that reinforces the seriousness of the Company’s commitment to ethical business conduct and it is mandatory for every director, officer and employee of the Company or any of its subsidiaries to acknowledge they have received, reviewed and understood the Code.

6. Nomination of Directors

(a) Describe the process by which the Board identifies new candidates for Board nomination.		(a) All of the Company’s directors are involved in the search for new directors. A new director should have direct experience in the mining business and significant public

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		company experience. The nominee must not have a significant conflicting public company association. Experienced mining directors are currently difficult to source as a result of the high level of activity in the mining sector.

(b) Disclose whether or not the Board has a nomination committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process.		(b) The Nominating and Corporate Governance Committee currently consists of George Ireland , an independent director. Following the Meeting, at which the shareholders will have had an opportunity to consider and vote on the newly appointed proposed directors, the Board intends to convene and appoint one additional independent director to the Nominating and Corporate Governance Committee.

(c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.		(c) The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board with respect to developments in the area of corporate governance and the practices of the Board. The Nominating and Corporate Governance Committee is also responsible for reporting to the Board with respect to appropriate candidates for nomination to the Board, and for developing and recommending to the Board corporate governance guidelines.

7. Compensation

(a) Describe the process by which the Board determines the compensation for the issuer’s directors and officers.		(a) The Board reviews the adequacy and form of compensation and compares it to other companies of similar size and stage of development. The Compensation and Benefits Committee reviews and recommends to the Board for approval the general compensation philosophy and guidelines for all directors and executive officers.

(b) Disclose whether or not the Board has a compensation committee composed entirely of independent directors. If the Board does not have a compensation committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation.		(b) During the year ended December 31, 2016 the members of the Company’s Compensation and Benefits Committee were George Ireland, Nicole Adshead-Bell and Lenard Boggio, each of whom were independent directors. Due to the resignations of Mr. Boggio and Dr. Adshead-Bell the Compensation and Benefits Committee currently has one member, George Ireland, who is an independent director. Following the Meeting, at which the shareholders will have had an opportunity to consider and vote on the newly appointed proposed directors, the Board intends to convene and appoint two additional independent directors to the Compensation Committee.

A-5



(c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.		(c) The role of the Compensation and Benefits Committee is primarily to review the adequacy and form of compensation of senior management and the directors with such compensation realistically reflecting the responsibilities and risks of such positions, to administer the Company’s equity incentive plan, to determine the recipients of, and the nature and size of share compensation awards granted from time to time, to determine the remuneration of executive officers and to determine any bonuses to be awarded.

8. Other Board Committees If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.		The Board also has an Environmental, Health, Safety, and Community Engagement Committee (the “Environmental Committee”) .

(a) Describe the role of the Environmental Committee.		The role of the Environmental Committee is to review and monitor: (i) the environmental policies and activities of the Company on behalf of the Board and management; (ii) the policies and activities of the Company as they relate to the health and safety of employees of the Company in the workplace; (iii) the policies and activities of the Company as they relate to the Company’s interaction with community, government, and other shareholders; (iv) the policies designed to insure the most sustainable use of all renewable and non-renewable resources consumed in conjunction with Company’s activities.

(b) Disclose whether or not the Environmental Committee is composed entirely of independent directors.		The Environmental Committee is a Board and management committee and is comprised of one independent director and two non-independent directors. Following the Meeting, at which the shareholders will have had an opportunity to consider and vote on the newly appointed proposed directors, the Board intends to convene and appoint two additional independent directors to the Environmental Committee.

9. Assessments

Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees, and its individual directors are performing effectively.		The Nominating and Corporate Governance Committee is responsible for establishing appropriate processes for the evaluation of the effectiveness of the Board and its members and its committees and their charters. It is also responsible for reviewing: (i) the performance of individual directors, the Board as a whole, and committees of the Board; and (ii) the performance evaluation of the chair of each Board committee. Although an assessment was not completed for the year ended December 31, 2016, the Board is confident that the Company’s recent accomplishments

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		and general shareholder sentiment are a testament to the Board’s efficiency during 2016.

10. Director Term Limits and Other Mechanisms of Board Renewal

Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal		The Board has not adopted term limits for directors or other mechanisms for board renewal. The Nominating and Corporate Governance Committee considers both the term of service of individual directors, the average term of the Board as a whole and the turnover of directors when proposing a slate of nominees at each annual meetings of shareholders. The Board strives to achieve a balance between depth of experience and the need for renewal and new perspectives. The Nominating and Corporate Governance Committee has determined that currently no appreciable benefit would be derived from the introduction of term or retirement age limits at this time. The Company does have a “Majority Voting Policy” which specifies that, if a nominee receives a majority of “withheld” votes, as opposed to a majority of votes in favour of his or her election, the individual is deemed to have tendered his or her resignation from the Board. Upon tender of such resignation, the Board maintains a residual discretion to refuse the resignation, upon the recommendation of the Nominating and Corporate Governance Committee, within 90 days following the date of the election.

11. Policies Regarding the Representation of Women on the Board

(a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuers has not adopted such a policy, disclose why it has not done so.		(a) The Company does not have a formal policy relating to the identification and nomination of women directors. The Nominating and Corporate Governance Committee, along with input from the Board as a whole, identifies and evaluates candidates to become members of the Board. The Board recognizes the valuable contributions made to board deliberations and management by people of different gender, experience and background, and the Board believes that it currently focuses on hiring the best quality individuals for the position, while also encouraging diversity on the Board and in executive officer positions. The goal of this process is to create a Board that, as a whole, consists of individuals with various and relevant career experience, knowledge of the mining industry and financial or other specialized expertise. The Nominating and Corporate Governance Committee will monitor developments in this area while reviewing the Company’s own practices in order to adopt an approach that is meaningful for the Corporation. The Company is committed to nominating the best

A-7



		individuals to fulfil director roles and executive officer positions.

(b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) A short summary of its objectives and key provisions; (ii) The measures taken to ensure that the policy has been effectively implemented; (iii) Annual cumulative progress by the issuer in achieving the objectives of the policy; and (iv) Whether and, if so, how the board or its nominating committee measures the effectiveness of the policy		N/A

12. Consideration of the Representation of Women in the Director Identification and Selection Process

Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer’s reasons for not doing so.		Although the Company does not have a formal policy, the Nominating and Corporate Governance Committee does consider the level of representation of women on the Board in identifying and nominating director candidates. In order to do so, the Nominating and Corporate Governance Committee will review the composition and diversity of the Board, including the process of identifying women candidates as potential nominees for Board positions to ensure that women candidates are being fairly considered relative to other candidates.

13. Consideration Given to the Representation of Women in Executive Officer Appointments

Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons for not doing so.		Although the Company does not have a formal policy, the Nominating and Corporate Governance Committee does consider the level of representation of women in executive officer positions when making executive officer appointments. In order to do so, the Nominating and Corporate Governance Committee will review the composition and diversity of executive officer positions to ensure that women with the appropriate skills, knowledge, experience and character are being fairly considered as opportunities become available.

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14. Issuers Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

(a) For the purpose of this Item, a “target” means a number of percentages, or a range of numbers or percentages, adopted by the issuer of women on the issuer’s board or in executive officer positions of the issuer by a specific date.		N/A

(b) Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so.		While the Company recognizes the benefits of diversity and believes that considering the broadest group of individuals who have the skills, knowledge, experience and character required to provide the leadership needed to achieve the business objectives of the Company is in the best interest of the Company and all of its stakeholders, the Company does not currently have any formal rules or policies in place with respect to a target of women on the issuers board or executive. The Board encourages the consideration of women who have the necessary skills, knowledge, experience and character for promotion or hiring into an executive officer position within the Company, however, the Board does not wish to compromise the principles of meritocracy by imposing targets

(c) Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so.		Please see response to 14(b) above

(d) If the issuer has adopted a target referred to in either (b) or (c) disclose: (i) The target, and (ii) The annual cumulative progress of the issuer in achieving the target.		N/A

15. Number of Women on the Board and in Executive Officer Positions

(a) Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are women.		There are currently no women on the Board.

(b) Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women.		Tracy Hansen is Vice-President and Corporate Secretary. Women represent 1 out of 7 executive officers of the issuer and its major subsidiaries.

(1)	Reference is made to the items in Form 58-101F1.

A-9

SCHEDULE “B”

BOARD MANDATE

The Board of Directors is responsible for supervising the conduct of the Company’s affairs and the management of its business. This includes setting long term goals and objectives for the Company, formulating the plans and strategies necessary to achieve those objectives and supervising senior management in their implementation. Although the Board delegates the responsibility for managing the day to day affairs of the Company to senior management personnel, the Board retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business.

The Board needs to be satisfied that the Company’s senior management will manage the affairs of the Company in the best interest of the shareholders, and that the arrangements made for the management of the Company’s business and affairs are consistent with the Board’s duties described above. The Board is responsible for protecting shareholder interests and ensuring that the interests of the shareholders and of management are aligned. The obligations of the Board must be performed continuously, and not merely from time to time, and in times of crisis or emergency the Board may have to assume a more direct role in managing the affairs of the Company.

In discharging this responsibility, the Board oversees and monitors significant corporate plans and strategic initiatives. The Board’s strategic planning process includes annual and quarterly budget reviews and approvals, and discussions with management relating to strategic and budgetary issues. At least one meeting per year is to be devoted substantially to a review of strategic plans proposed by management.

The Board reviews the principal risks inherent in the Company’s business, including financial risks, through periodic reports from management of such risks. This review takes place in conjunction with the Board’s review of operations and risk issues at each Board meeting, at which time the Board assesses the systems established to manage those risks. Directly and through the Company’s Audit Committee, the Board also assesses the integrity of the internal financial control and management information systems.

In addition to those matters that must, by law, be approved by the Board, the Board is required to approve annual operating and capital budgets, any material dispositions, acquisitions and investments outside of the ordinary course of business or not provided for in the approved budgets, long-term strategy, organizational development plans and the appointment of senior executive officers. Management is authorized to act, without Board approval, on all ordinary course matters relating to the Company’s business.

The Board also expects management to provide the directors on a timely basis with information concerning the business and affairs of the Company, including financial and operating information and information concerning industry developments as they occur, all with a view to enabling the Board to discharge its stewardship obligations effectively. The Board expects management to efficiently implement its strategic plans for the Company, to keep the Board fully apprised of its progress in doing so and to be fully accountable to the Board in respect to all matters for which it has been assigned responsibility.

The Board has instructed management to maintain procedures to monitor and promptly address shareholder concerns and has directed and will continue to direct management to apprise the Board of any major concerns expressed by shareholders.

Each committee of the Board is empowered to engage external advisors as it sees fit. Any individual director is entitled to engage an outsider advisor at the expense of the Company provided such director has obtained the approval of the Nominating and Corporate Governance Committee to do so.

This Mandate will be reviewed periodically by the Board of Directors of the Company and supplemented as required from time to time.

B-1

Exhibit 4.8

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Lithium Americas Corp. (the “ Company ” or “ Lithium Americas ”)

1100 - 355 Burrard Street

Vancouver, BC, V6C 2G8

Item 2 Date of Material Change

January 17, 2017.

Item 3 News Release

The news release was issued on January 17, 2017 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

The Company and an affiliate of Jiangxi Ganfeng Lithium Co., Ltd. signed an investment agreement to fund development costs of the Company’s 50% owned Cauchari-Olaroz lithium project in Jujuy, Argentina (the “Cauchari Project”).

Item 5 Full Description of Material Change

GFL International Co., Ltd. (“Ganfeng”) signed an investment agreement (as amended by an amendment agreement dated January 19, 2017, the “Investment Agreement”) with Lithium Americas for funding to advance the construction of the Cauchari Project. Pursuant to the Investment Agreement, Ganfeng has agreed to purchase 75,000,000 common shares of the Company at a price of C$0.85 per common share (the “Private Placement”); has agreed to provide a US$125 million project debt facility (the “Project Debt Facility”); and will have the right to buy a fixed portion of the lithium carbonate production from the Cauchari Project (the “Offtake Entitlement”).

Private Placement

Ganfeng has agreed to purchase, by way of a private placement, 75,000,000 common shares of the Company at a price of C$0.85 per common share for gross proceeds of C$64 million (US$49 million). The transaction will be divided into two tranches, with an initial equity installment which closed on January 27, 2017, pursuant to which Ganfeng purchased 11,250,000 common shares (approximately C$9.6 million), and with the balance to be issued on, and subject to the terms and conditions of, the full transaction closing.

Following the close of Private Placement and assuming completion of a private placement contemplated in a concurrent Investment Agreement with BCP Innovation Pte Ltd, Ganfeng will own approximately 17.5% of the Company’s issued and outstanding common shares. The common shares issued under the Private Placement will be subject to a four month hold period from the closing date. The proceeds of the Private Placement will be used to further advance the Cauchari Project and for general corporate and working capital purposes.

Investor Rights

Provided that Ganfeng holds not less than 15% of the common shares of the Company, Ganfeng will also have the following rights, to be included in an Investor Rights Agreement to be signed upon closing:

•

the right to add a nominee to Lithium Americas’ board of directors;

•

anti-dilution rights allowing it to maintain its equity ownership interest in Lithium Americas at 17.5% (amended from 19.9%) until March 31, 2019; and

•

a registration right for the sale of its shares.

Project Debt Facility

The parties have also agreed to terms by which Ganfeng will provide Lithium Americas a Project Debt Facility of up to US$125 million, with security over 70% of Lithium Americas’ interest in the Cauchari Project, which will be used to fund a portion of the construction costs for an initial stage of development at the Cauchari Project (“Stage 1”).

The Project Debt Facility will have a six-year term, and will carry an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. The facility will become available from the transaction close date and funds will be released to Lithium Americas in instalments to cover Lithium Americas’ capital development contributions on the Cauchari Project. The terms contemplate that for the first three years, there will be no obligation to repay principal. Lithium Americas will be entitled to refinance the loan without penalty at any time after the first year. Ganfeng’s Offtake Entitlement is conditional on satisfying all funding installments under the Project Debt Facility.

Offtake Entitlement

As part of the Investment Agreement, the parties have agreed to terms of the Offtake Entitlement whereby Ganfeng will have the right to acquire 80% (amended from 70%, subject to completion of the transactions contemplated with BCP Innovation Pte Ltd) of Lithium Americas’ share of the Stage 1 production from the Cauchari Project for a period of 20 years following the commencement of commercial production.

Pricing and payment terms of the Offtake Entitlement will be the same as that applicable to SQM for its purchase of lithium carbonate production from the Cauchari Project, which is required to be equivalent to market prices and terms.

Transaction Details & Timing

The Investment Agreement and the terms of the transactions contemplated thereunder has received requisite Board approvals. Completion of the balance of the transaction closing is subject to regulatory approvals of both Ganfeng and Lithium Americas, including approval of Toronto Stock Exchange, completion of definitive agreements for the Offtake Entitlement and Project Debt Facility, as well as other conditions. Closing is expected to occur on or about March 31, 2017.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

-2-

Item 7 Omitted Information

No information has been intentionally omitted from this form.

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

1100 – 355 Burrard Street

Vancouver, BC V6C 2G8

Telephone: 1 (778)-656-5820

Item 9 Date of Report

Dated this 27th day of January, 2017.

FORWARD-LOOKING STATEMENTS

Statements in this material change report that are forward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s periodic filings with Canadian securities regulators. Forward-looking information in this material change report includes: (i) the timing and completion of the Investment Agreement transaction; and (ii) the ability of the parties to settle definitive agreements for the Offtake Entitlement and the Project Debt Facility in accordance with the terms agreed to in the Investment Agreement; (iii) timing, completion and results of development studies on the Cauchari Project; and (iv) participation of Ganfeng in future financings. When used in this document, the words such as “intent”, “target”, “expect”, “estimated” and “scheduled” and similar expressions represent forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material information.

All such forward-looking information and statements are based on certain assumptions and analyses made by Lithium Americas management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Risks Factors” in the Lithium Americas’ most recently filed Annual Information Form and other continuous disclosure filings. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this material change report, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

-3-

Exhibit 4.9

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Lithium Americas Corp. (the “ Company ” or “ Lithium Americas ”)

1100 - 355 Burrard Street

Vancouver, BC, V6C 2G8

Item 2 Date of Material Change

January 19, 2017.

Item 3 News Release

The news release was issued on January 19, 2017 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

The Company and BCP Innovation Pte Ltd. (“BCPI”) signed an investment agreement for funding to advance the construction of the Company’s 50% owned Cauchari-Olaroz lithium project in Jujuy, Argentina (the “Cauchari Project”).

Item 5 Full Description of Material Change

The Bangchak Petroleum Public Company Limited (“Bangchak”), through its wholly-owned subsidiary, BCPI, signed an investment agreement (the “Investment Agreement”) with Lithium Americas for funding to advance the construction of the Cauchari Project. Pursuant to the Investment Agreement, BCPI has agreed to purchase 50,000,000 common shares of the Company at a price of C$0.85 per common share (the “Private Placement”); has agreed to provide US$80 million project debt facility (the “Project Debt Facility”); and will have a right to buy a fixed portion of the lithium carbonate production from the Cauchari-Olaroz project (the “Offtake Entitlement”).

Private Placement

BCPI has agreed to purchase, by way of a private placement, 50,000,000 common shares of the Company at a price of C$0.85 per common share for gross proceeds of C$42.5 million (US$32 million).

Following the close of Private Placement and assuming completion of a private placement contemplated in a concurrent Investment Agreement with GFL International Co., Ltd. (“Ganfeng”), BCPI will own approximately 16.4% of the Company’s issued and outstanding common shares. The common shares issued under the Private Placement will be subject to Lithium Americas shareholder approval and a four month hold period from the closing date. The proceeds of the Private Placement will be used to further advance the Cauchari Project and for general corporate and working capital purposes.

Investor Rights

Provided that BCPI holds not less than 15% of the common shares of the Company, BCPI will also have the following rights, to be included in an Investor Rights Agreement to be signed upon closing:

•

the right to add a nominee to Lithium Americas’ board of directors;

•

anti-dilution rights allowing it to maintain its equity ownership interest in Lithium Americas at 16.4% until March 31, 2019; and

•

a registration right for the sale of its shares.

Project Debt Facility

The parties have also agreed to terms by which BCPI will provide Lithium Americas a Project Debt Facility of up to US$80 million, with security over 30% of Lithium Americas’ interest in the Cauchari Project, which will be used to fund a portion of the construction costs for an initial stage of development at the Cauchari Project (“Stage 1”)

The Project Debt Facility will have a six-year term, and will carry an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. The facility will become available from the transaction close date and funds will be released to Lithium Americas in instalments to cover Lithium Americas’ capital development contributions on the Cauchari Project. The terms contemplate that for the first three years, there will be no obligation to repay principal. Lithium Americas will be entitled to refinance the loan without penalty at any time after the first year. BCPI’s 15% Offtake Entitlement is conditional on making available all required funding instalments under the Project Debt Facility.

Offtake Entitlement

As part of the Investment Agreement, the parties have agreed to terms of the Offtake Entitlement whereby BCPI will have the right to acquire 15% of Lithium Americas’ share of the Stage 1 production from the Cauchari Project for a period of 20 years following the commencement of commercial production.

In connection with the execution of the Investment Agreement, the Company has also agreed to amend the terms of the investment agreement with Ganfeng, such that, subject to completion of the transactions contemplated with BCPI, Ganfeng’s offtake entitlement will be increased from 70% to 80% of Lithium Americas’ share of Stage I production from the Cauchari Project.

Transaction Details & Timing

The Investment Agreement and the terms of the transactions contemplated thereunder has received requisite Board approvals. Completion of the transaction remains subject to approval of TSX, approval of the shareholders of the Company, completion of definitive agreements for the Offtake Entitlement and Project Debt Facility, closing of the previously announced equity investment by Ganfeng and other customary closing conditions. The Company has also agreed to use its commercially reasonable efforts to procure a voting agreement from Lithium America’s executive officers and directors, Geologic Resource Partners and Ganfeng. Closing is expected to occur on or about March 31, 2017.

- 2 -

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No information has been intentionally omitted from this form.

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

1100 - 355 Burrard Street

Vancouver, BC V6C 2G8

Telephone: 1 (778)-656-5820

Item 9 Date of Report

Dated this 27th day of January, 2017.

FORWARD-LOOKING STATEMENTS

Statements in this material change report that are forward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s periodic filings with Canadian securities regulators. Forward-looking information in this material change report includes: (i) the timing and completion of the Investment Agreement transaction; (ii) the ability of the parties to settle definitive agreements for the Offtake Entitlement and the Project Debt Facility in accordance with the terms agreed to in the Investment Agreement; (iii) approval of the Private Placement by the shareholders of the Company and (iv) timing, completion and results of development studies on the Cauchari Project. When used in this document, the words such as “intent”, “target”, “expect”, “estimated” and “scheduled” and similar expressions represent forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material information.

All such forward-looking information and statements are based on certain assumptions and analyses made by Lithium Americas management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Risks Factors” in Lithium Americas’ most recently filed Annual Information Form and other continuous disclosure filings. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this material change report, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

- 3 -

Exhibit 4.10

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Lithium Americas Corp. (the “ Company ” or “ Lithium Americas ”)

1100 - 355 Burrard Street

Vancouver, BC, V6C 2G8

Item 2 Date of Material Change

March 29, 2017.

Item 3 News Release

The news release was issued on March 29, 2017 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 March 29, 2017, the Company provided results of a Definitive Feasibility Study (“Stage 1 DFS”) on the first stage (“Stage 1”) of the Cauchari-Olaroz lithium project (“Cauchari-Olaroz” or the “Project”) in Jujuy province, Argentina.

Item 5 Full Description of Material Change

On March 29, 2017, the Company provided results of the Stage 1 DFS on the Cauchari-Olaroz in Jujuy province, Argentina.

Unless otherwise stated, all figures are quoted in U.S. dollars (“$”) and are reported on a 100% equity project basis.

Cauchari-Olaroz is 100% owned by Minera Exar S.A. (“Minera Exar”), an Argentine company owned 50/50 by Lithium Americas and Sociedad Quimica y Minera de Chile S.A. (“SQM”). The results of the Stage 1 DFS are provided in Table 1 on a 100% equity project basis:

Table 1: Cauchari-Olaroz Stage 1 DFS Results



	Stage 1 DFS

Lithium carbonate price		$12,000/t Li ₂ CO ₃ ⁽¹⁾
Average annual production		25,000 tpa ⁽²⁾ Li ₂ CO ₃
Expected project life		40 years
Project capital costs		$425 million
Operating costs		$2,495/t Li ₂ CO ₃
Average annual EBITDA		$233 million
Pre-tax NPV 10% discount		$1,266 million
After-tax NPV 10% discount		$803 million
Pre-tax IRR		34.0%
After-tax IRR		28.4%
Payback period		3 years, 5 months

Notes:

1)	“tpa” means tonnes per annum (“tpa”).

2)	“Li ₂ CO ₃ ” means battery-grade lithium carbonate.

Project Details

Cauchari-Olaroz is located in Jujuy Province in north-west Argentina. The Project is situated in the Salar de Olaroz and Salar de Cauchari, adjacent to Orocobre Ltd.’s Olaroz facility, which has been in production since 2015. The Project is approximately 270 km east of SQM’s Salar de Atacama brine operation, accessible via an international highway. Cauchari-Olaroz is well serviced by nearby infrastructure including major paved highways, a national and international rail link which connects to the port of Antofagasta in Chile, a high-voltage power grid, and a gas pipeline.

The Stage 1 DFS is based on using a conventional, commercially-proven brine processing technology at Cauchari-Olaroz to produce high quality battery-grade lithium carbonate that can be used directly by battery material producers in manufacturing cathode and electrolyte for lithium-ion batteries.

The Stage 1 DFS contemplates producing 25,000 tpa of battery-grade Li2CO3 for a project life of 40 years with production starting in 2019. The production and sale of potassium chloride (“KCl”) is not contemplated in the Stage 1 DFS.

Minera Exar has granted a right to Jujuy Energia y Mineria Sociedad del Estado (“JEMSE”), a mining investment company owned by the government of Jujuy Province in Argentina, to acquire an 8.5% equity interest in Minera Exar and provide management services as required to develop the Project.

Operating Costs

The operating and capital cost estimates have been reviewed and confirmed by Andeburg Consulting Services Inc. (“ACSI”) in accordance with NI 43-101 Standards of Disclosure for Mineral Projects . The Project cost estimates are based on an exchange rate of 16:1 Argentine pesos to the U.S. dollar. The average operating costs were calculated for a facility with production of 25,000 tpa of battery-grade Li2CO3, and are presented below in Table 2. Additional work through engineering refinements and contract negotiation will continue in an effort to reduce the operating expenditures.

Table 2: Operating Costs



	Operating Cost
Category	($/t Li ₂ CO ₃ )		% of Total

Reagents	$	991		40%
Pond Harvesting & Tailing Management	$	345		14%
Maintenance	$	210		8%
Electric Power	$	187		7%
Labour	$	166		7%
Product Transportation	$	135		5%
Catering, Security & Third Party Services	$	97		4%
Natural Gas	$	85		3%
G & A	$	76		3%
Diesel	$	69		3%
Consumables	$	51		2%

- 2 -


Water Treatment System	$	38	2%
Bus-In / Bus-Out Transportation	$	35	1%
E & C	$	10	<1%

Total Operating Costs	$	2,495	100%

Capital Costs

The construction capital cost estimates are based on current Argentine costs for labor and materials. The Stage 1 construction capital cost is estimated at $425 million inclusive of a 15% contingency. Construction and commissioning will take approximately two years. Detailed capital cost estimates are presented in Table 3 and are exclusive of VAT and working capital. During construction, VAT and working capital are expected to total $51.1 million and $12.5 million, respectively. The VAT is refundable with an average repayment period of 2 years.

Table 3: Capital Costs



	Capital Costs
Category	($ millions)

Direct Costs
Evaporation ponds	$	129
Lithium carbonate plant	$	121
On site infrastructure	$	26
Offsite infrastructure	$	41
Brine extraction wells and piping	$	15

Total Direct Cost	$	333

Total Indirect Cost	$	37
Contingency (15%)	$	55

Total Capital Costs	$	425

The sustaining capital requirement is estimated at an average of $4.7 million per year (approximately $190/t Li2CO3 produced).

Lithium Americas will be responsible for contributing 50% of capital expenditures for development of the project, amounting to approximately $212.5 million.

Project Economics

The financial results are derived from inputs based on an annual production schedule included in the Stage 1 DFS. A sensitivity analysis on the unlevered economic results for the 25,000 tpa of Li2CO3 over a 40-year operating period are summarized in Table 4 and 5 and reported on a 100% equity project basis.

Table 4: After-Tax NPV and IRR Sensitivity Analysis



Discount Rate	Low Case NPV			Base Case NPV			High Case NPV
(%)	$10,000/t Li ₂ CO ₃			$12,000/t Li ₂ CO ₃			$14,000/t Li ₂ CO ₃
	($ millions)			($ millions)			($ millions)

6%	$	1,204		$	1,609		$	2,015
8%	$	807		$	1,113		$	1,420
10%	$	564		$	803		$	1,042

IRR (%)		23.5	%		28.4	%		33.0%

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Table 5: EBITDA Sensitivity Analysis



Lithium Carbonate Price ($/t Li ₂ CO ₃ )	Average Annual EBITDA ($ millions)

$6,000	$	86
$8,000	$	135
$10,000	$	184
$12,000	$	233
$14,000	$	282
$16,000	$	331

Mineral Resource Estimation

The Mineral Resources for Cauchari-Olaroz remain unchanged from the technical report entitled “Feasibility Study – Reserve Estimation and Lithium Carbonate and Potash Production at the Cauchari-Olaroz Salars, Jujuy Province, Argentina” with an effective date of July 11, 2012. Mineral Resources are summarized in Table 6 and reported on a 100% equity project basis.

Table 6: Measured and Indicated Mineral Resources

Average

Lithium

Lithium Metal

Lithium Carbonate

Category

Grade (mg/L)

Brine (m³)

(tonnes)

Equivalent (tonnes)

Measured

630

9.1 x 10

⁸

576,000

3,039,000

Indicated

570

2.9 x 10

⁹

1,650,000

8,713,000

Total

585

3.8 x 10

⁹

2,226,000

11,752,000

Notes:

1)	Mineral Resources have a cut-off grade of 354 mg/L of lithium.

2)	Mineral Resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted to mineral reserves.

3)	Lithium carbonate equivalent (“LCE”) is calculated based the following conversion factor: Mass of LCE = 5.323 x Mass of lithium metal

4)	The values in the columns on Lithium Metal and Lithium Carbonate Equivalent above are expressed as total contained metals within the relevant cut-off grade.

Mineral Reserve Estimation

Consultants Montgomery & Associates Inc. (“M&A”) were engaged to update the Mineral Reserves in brine for various areas within the Salar de Cauchari and Salar de Olaroz in accordance with the guidelines for lithium brines set forth by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM 2012). The reserve estimate was based on numerical model simulations that demonstrated a sustainable maximum production rate of over 25,000 tpa of LCE for 40 years. The proven reserves include brines sourced entirely within the project’s property boundaries, while 99.9% of the probable reserves are sourced within the project boundary. Simulated well field pumping was constrained by restricting drawdown to a maximum of 100 m at any given production well. A minimum cut-off value was not required in the reserve estimate because average lithium concentrations after 40 years of simulated pumping decreased marginally from 713 mg/L to 695 mg/L, which is significantly above economic mineral cut-off criteria.

Mineral Reserves for Cauchari-Olaroz have an effective date of March 5, 2017. Mineral Reserves are summarized in Table 7 and are reported on a 100% basis.

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Table 7: Proven and Probable Mineral Reserves

Average

Lithium Metal
(tonnes)

Lithium Carbonate
Equivalent (tonnes)

Category

Time Period
(years)

Lithium
Grade (mg/L)

Brine (m³)

Proven

1 -5

712

4.9 x 10

⁷

35,159

187,000

Probable

6 - 40

695

3.5 x 10

⁸

246,474

1,312,000

Total

698

4.0 x 10

⁸

281,633

1,499,000

Notes:

1)	Ratios of lithium to other metals include: K:Li of 8.2, Mg:Li of 2.4, B:Li of 1.6, SO ₄ :Li of 28.5.

2)	LCE is calculated based the following conversion factor: Mass of LCE = 5.323 x Mass of lithium metal

3)	The conversion is direct and does not account for estimated processing losses.

4)	The values in the columns on Lithium Metal and Lithium Carbonate Equivalent above are expressed as total contained metals.

Qualified Persons

The Stage 1 DFS was prepared in accordance with NI 43-101 standards by M&A, AquaResource (a division of Matrix Solutions Inc.), Groundwater Insight Inc. (“Groundwater Insight”) and ACSI in conjunction with a team of globally recognized consultants. The independent qualified persons who lead the team of consultants are:

•

Michael Rosko, PG, a United States professional geoscientist and hydrogeologist with M&A, and is a registered member of the Society for Mining, Metallurgy & Exploration (SME). Mr. Rosko is one of the independent qualified persons regarding the Mineral Reserve estimates.

•

Ernie Burga, P.Eng., a Canadian Professional Engineer registered with the Professional Engineers of Ontario is one of the independent qualified persons for ACSI.

•

David Burga, P.Geo., a Canadian Professional Geoscientist registered with the Association of Professional Geoscientists of Ontario is one of the independent qualified persons for ACSI.

•

Mark King, Ph.D., P.Geo. a Canadian Professional Geoscientist registered with the Association of Professional Geoscientists of Nova Scotia is the independent qualified person for Groundwater Insight, and was involved only in developing the mineral resource section of the Stage 1 DFS.

•

Daron Abbey, M.Sc., P.Geo. a Canadian Professional Geoscientist registered with the Association of Professional Geoscientists of Ontario is the independent qualified person for AquaResource and was involved only in developing the mineral resource section of the Stage 1 DFS.

•

Tony Sanford, a registered scientist of the South African Council for Natural Scientific Professions (SACNASP) is the independent qualified person for Ausenco Perú S.A.C.

Each of the qualified persons noted above have reviewed and approved the scientific and technical information in this material change report.

Detailed descriptions of data verification and QA/QC programs will be included in an NI 43-101 compliant technical report summarizing the Stage 1 DFS that the Company will file on SEDAR (http://www.sedar.com) and on the Company’s website (http://www.lithiumamericas.com).

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No information has been intentionally omitted from this form.

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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

1100 - 355 Burrard Street

Vancouver, BC V6C 2G8

Telephone: 1 (778)-656-5820

Item 9 Date of Report

Dated this 6th day of April, 2017.

FORWARD-LOOKING STATEMENTS

Statements in this material change report that are forward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s periodic filings with Canadian securities regulators. Forward-looking information in this material change report includes: the timing for commencement of construction and production at the Cauchari-Olaroz project and the technical report summarizing the Stage 1 DFS. The results of the Stage 1 DFS also constitute forward-looking information, including estimates of capital and operating costs, estimates of financial performance and operating results. When used in this document, the words such as “intent”, “target”, “expect”, “estimated” and “scheduled” and similar expressions represent forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material information.

The material change report references Mineral Resources and Mineral Reserves. The estimation of Mineral Resources is inherently uncertain and involves subjective judgments about many relevant factors. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The accuracy of any such estimates is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation (including estimated future production, the anticipated tonnages and grades that will be mined and the estimated recovery rates that will be realized), which may prove to be unreliable and depend, to a certain extent, upon the analysis of exploration results and statistical inferences that may ultimately prove to be inaccurate. Mineral Resource estimates may have to be re-estimated based on: (i) fluctuations in lithium price; (ii) results of further exploration work; (iii) the evaluation of mine plans subsequent to the date of any estimates; and (vi) revocation of required permits, approvals and licenses. Mineral Reserves are also disclosed in this material change report. Mineral Reserves are those portions of Mineral Resources that have demonstrated economic viability after taking into account all mining factors. Mineral Reserves may, in the future, cease to be a Mineral Reserve if economic viability can no longer be demonstrated because of, among other things, adverse changes in commodity prices, changes in law or regulation or changes to mine plans.

All such forward-looking information and statements are based on certain assumptions and analyses made by Lithium Americas management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Risks Factors” in the Lithium Americas’ most recently filed MD&A, Annual Information Form and other continuous disclosure filings, as well as the timing and completion of the investment transactions with Ganfeng Lithium and Bangchak Petroleum, including settling definitive agreements and other conditions to completion. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking

- 6 -

information contained in this news material change report, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

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Exhibit 4.11

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Lithium Americas Corp. (the “ Company ” or “ Lithium Americas ”)

1100 - 355 Burrard Street

Vancouver, BC, V6C 2G8

Item 2 Date of Material Change

June 7, 2017.

Item 3 News Release

The news release was issued on June 7, 2017 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

The Company and GFL International Co. Ltd. (“Ganfeng Lithium”), a wholly-owned subsidiary of Jiangxi Ganfeng Lithium Co., Ltd., completed the closing of the investment agreement dated January 17, 2017 (as amended, the “Investment Agreement”).

Item 5 Full Description of Material Change

The Company and Ganfeng Lithium completed the closing of the Investment Agreement. In connection with the closing of the Investment Agreement, among other things:

(a)

Ganfeng Lithium purchased an additional 63,750,000 common shares of the Company (the “Common Shares”) at a price of C$0.85 per Common Share, which together with the 11,250,000 Common Shares purchased by Ganfeng Lithium on January 26, 2017, resulted in gross proceeds to the Company of approximately C$54 million (US$40 million) (the “Private Placement”); and

(b)

the parties executed:

(i)

a credit agreement for a US$125 million credit facility (the “Credit Facility”);

(ii)

an off-take agreement for the purchase and sale of lithium products (the “Offtake Agreement”); and

(iii)

an investor rights agreement (the “Investor Rights Agreement”).

Private Placement

Following the closing of Private Placement, Ganfeng Lithium holds 75,000,000 Common Shares. The Common Shares issued under the Private Placement are subject to a four month hold period from the closing date. The proceeds of the Private Placement will be used to further advance the Company’s 50% owned Cauchari-Olaroz lithium project in Jujuy, Argentina (the “Cauchari Project”) and for general corporate and working capital purposes.

Credit Facility

The Credit Facility has a six-year term, and carries an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. Funds will be released to Lithium Americas in instalments to cover Lithium Americas’ capital development contributions on the Cauchari Project. For the first three years, there is no obligation to repay principal. Lithium Americas is entitled to refinance the loan without penalty at any time after the first year. Ganfeng Lithium’s entitlements under the Offtake Agreement are conditional on satisfying all funding installments under the Credit Facility. The effective date of the Credit Facility will occur concurrent with the first drawdown. The first drawdown is subject to the parties implementing security on assets of Lithium Americas and its subsidiaries (which excludes Lithium America’s interest in the Cauchari Project, but extends to substantially all other assets of Lithium Americas and its subsidiaries) and other customary conditions.

Offtake Agreement

Pursuant to the Offtake Agreement, Ganfeng Lithium has the right to acquire 70% (to be increased to 80%, subject to completion of the transactions contemplated with BCP Innovation Pte Ltd) of Lithium Americas’ share of the Stage 1 production from the Cauchari Project for a period of 20 years following the commencement of commercial production. Pricing and payment terms under the Offtake Agreement are based on a quarterly determination of market price for lithium carbonate, as calculated by an independent third party.

Investor Rights

Provided that Ganfeng Lithium holds not less than 15% of the Common Shares, pursuant to the Investor Rights Agreement, Ganfeng Lithium has the following rights:

•

the right to add a nominee to Lithium Americas’ board of directors;

•

participation rights allowing it to maintain its equity ownership interest in Lithium Americas at 19.9% (to be reduced to 17.5%, subject to completion of the transactions contemplated with BCP Innovation Pte Ltd) until March 31, 2019; and

•

a registration right for the sale of its shares.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No information has been intentionally omitted from this form.

- 2 -

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

1100 - 355 Burrard Street

Vancouver, BC V6C 2G8

Telephone: 1 (778)-656-5820

Item 9 Date of Report

Dated this 19th day of June, 2017.

FORWARD-LOOKING STATEMENTS

Statements in this material change report that are forward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s periodic filings with Canadian securities regulators. Forward-looking information in this material change report includes: (i) satisfaction of the conditions to the Credit Facility becoming effective; (ii) the date upon which the Credit Facility becomes effective; (iii) use of the proceeds of the Private Placement; (iv) timing, completion and results of development studies on the Cauchari Project; (v) completion of the transactions contemplated with BCP Innovation Pte Ltd; and (vi) participation of Ganfeng Lithium in future financings. When used in this document, the words such as “intent”, “target”, “expect”, “estimated” and “scheduled” and similar expressions represent forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material information.

All such forward-looking information and statements are based on certain assumptions and analyses made by Lithium Americas management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances, including in the case of the Credit Facility, the implementation of the agreed security interest structure and satisfaction of other customary conditions to first draw-down. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Risks Factors” in the Lithium Americas’ most recently filed Management’s Discussion and Analysis, Annual Information Form and other continuous disclosure filings. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this material change report, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

- 3 -

Exhibit 4.12

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Lithium Americas Corp. (the “ Company ” or “ Lithium Americas ”)

1100 - 355 Burrard Street

Vancouver, BC, V6C 2G8

Item 2 Date of Material Change

July 14, 2017.

Item 3 News Release

The news release was issued on July 17, 2017 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

The Company and BCP Innovation Pte. Ltd. (“BCPI”), a wholly-owned subsidiary of Bangchak Corporation Public Company Ltd., completed the closing of the investment agreement dated January 19, 2017 (as amended, the “Investment Agreement”).

Item 5 Full Description of Material Change

The Company and BCPI completed the closing of the Investment Agreement. In connection with the closing of the Investment Agreement, among other things:

(a)

BCPI purchased 50,000,000 common shares of the Company (the “Common Shares”) at a price of C$0.85 per Common Share, which resulted in gross proceeds to the Company of C$42.5 million (US$33 million) (the “Private Placement”); and

(b)

the parties executed:

(i)

an amended and restated credit and guarantee agreement for an aggregate US$205 million credit facility (the “Credit Facility”);

(ii)

an off-take agreement for the purchase and sale of lithium products (the “Offtake Agreement”); and

(iii)

an investor rights agreement (the “Investor Rights Agreement”).

Private Placement

Following the closing of Private Placement, BCPI holds approximately 70,300,000 Common Shares, representing approximately 16.1% of the issued and outstanding Common Shares. The Common Shares issued under the Private Placement are subject to a four month hold period from the closing date. The proceeds of the Private Placement will be used to further advance the Company’s 50% owned Cauchari-Olaroz lithium project in Jujuy, Argentina (the “Cauchari Project”) and for general corporate and working capital purposes.

Credit Facility

Pursuant to the Credit Facility, GFL International Co., Ltd. (“Ganfeng”) and BCPI have agreed to provide an aggregate US$205 million in loan financing, comprised of a US$125 million of commitment from Ganfeng and a US$80 million of commitment from BCPI.

The Credit Facility has a six-year term, and carries an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. Funds will be released to Lithium Americas in instalments to cover Lithium Americas’ capital development contributions on the Cauchari Project, with Ganfeng and BCPI advancing 65% and 35%, respectively, of their commitments until Ganfeng has advanced its full commitment, at which point BCPI will be obligated to advance the balance of its commitment. For the first three years, there is no obligation to repay principal. Lithium Americas is entitled to prepay the loan without penalty at any time after the first year. Each lender’s respective entitlement under their off-take agreement is conditional on its funding commitment under the Credit Facility being available. The first drawdown is subject to the parties implementing security on assets of Lithium Americas and its subsidiaries (which excludes Lithium America’s Argentinean assets, including, but not limited to, its interest in the Cauchari Project, and also excludes any equity interest in 2268566 Ontario Inc., but extends to substantially all other assets of Lithium Americas and its subsidiaries) and other customary conditions.

Offtake Agreement

Pursuant to the Offtake Agreement, BCPI has an off-take contract to purchase 20% of Lithium Americas’ share of the Stage 1 production from the Cauchari Project for a period of 20 years following the commencement of commercial production. Pricing and payment terms under the Offtake Agreement are based on a quarterly determination of market price for lithium carbonate, as calculated by an independent third party.

In connection with closing the Investment Agreement, the off-take agreement between Lithium Americas and Ganfeng has been amended and restated to increase Ganfeng’s off-take entitlement from 70% to 80%.

Investor Rights

Provided that BCPI holds not less than 15% of the Common Shares, pursuant to the Investor Rights Agreement, BCPI has the following rights:

•

the right to add a nominee to Lithium Americas’ board of directors;

•

participation rights allowing it to maintain its equity ownership interest in Lithium Americas at 16.4% until March 31, 2019; and

•

a registration right for the sale of its Common Shares.

Concurrent with closing, Lithium Americas appointed Chaiwat Kovavisarach, CEO of Bangchak Corporation Public Company Ltd., parent company of BCPI, to the board of directors.

In connection with closing the Investment Agreement, the investor rights agreement between Lithium Americas and Ganfeng has been amended and restated such that Ganfeng’s participation rights allow it to maintain its equity ownership interest in Lithium Americas at 17.5% (reduced from 19.9%).

-2-

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No information has been intentionally omitted from this form.

-3-

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

1100 – 355 Burrard Street

Vancouver, BC V6C 2G8

Telephone: 1 (778)-656-5820

Item 9 Date of Report

Dated this 24th day of July, 2017.

FORWARD-LOOKING STATEMENTS

Statements in this material change report that are forward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s periodic filings with Canadian securities regulators. Forward-looking information in this material change report includes: (i) satisfaction of the conditions to the first drawn down; (ii) the date upon which the conditions to the first drawn down are satisfied; (iii) use of the proceeds of the Private Placement; and (iv) timing, completion and results of development studies on the Cauchari Project. When used in this document, the words such as “intent”, “target”, “expect”, “estimated” and “scheduled” and similar expressions represent forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material information.

All such forward-looking information and statements are based on certain assumptions and analyses made by Lithium Americas management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances, including in the case of the Credit Facility, the implementation of the agreed security interest structure and satisfaction of other customary conditions to first draw-down. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Risks Factors” in the Lithium Americas’ most recently filed Management’s Discussion and Analysis, Annual Information Form and other continuous disclosure filings. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this material change report, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

-4-

Exhibit 4.13

MATERIAL CHANGE REPORT

1.	Name and Address of Company

Lithium Americas Corp. (the “ Company ”)

1100 - 355 Burrard St.

Vancouver, British Columbia

V6C 2G8

2.	Date of Material Change November 2, 2017

3.	News Release

The news release announcing the material change described below was disseminated via MarketWired on November 3, 2017. A copy of the news release was filed on SEDAR.

4.	Summary of Material Change

On November 3, 2017, the Company announced that it had applied to list its common shares on the NYSE American stock exchange.

In connection with the planned U.S. listing, and as previously authorized by its shareholders, the Company also announced the implementation of a share consolidation of its outstanding common shares, as approved by the Company’s board of directors on November 2, 2017, to be effected on the basis of one new common share for every five currently outstanding common shares. The consolidation took effect on November 8, 2017 and the Company’s common shares commenced trading on the Toronto Stock Exchange on a post-consolidation basis beginning at the open of markets on November 8, 2017.

5.	Full Description of Material Change

On November 3, 2017, the Company announced that it had applied to list its common shares on the NYSE American stock exchange. In connection with the planned U.S. listing, and as previously authorized by its shareholders, the Company also announced the implementation of a share consolidation of its outstanding common shares. The Company’s board of directors determined on November 2, 2017 that the consolidation would be effected on the basis of one new common share for every five currently outstanding common shares. The consolidation took effect on November 8, 2017 and the Company’s common shares commenced trading on the Toronto Stock Exchange on a post-consolidation basis beginning at the open of markets on November 8, 2017.

As at November 3, 2017, there were 442,281,126 common shares issued and outstanding, and upon completion of the consolidation, there were 88,456,225 common shares of the Company issued and outstanding, subject to rounding for any fractional shares. No fractional shares were issued as a result of the share consolidation. Fractional interests of 0.5 or greater were rounded up to the nearest whole number of shares and fractional

interests of less than 0.5 were rounded down to the nearest whole number of common shares.

Registered shareholders holding share certificates have been mailed a letter of transmittal, advising of the share consolidation and instructing them to surrender their share certificates representing pre-consolidation common shares for replacement certificates representing their post-consolidation common shares. Until surrendered for exchange, following the effective date of the consolidation, each share certificate formerly representing pre-consolidation common shares will be deemed to represent the number of whole post-consolidation common shares to which the holder is entitled as a result of the consolidation.

Holders of common shares of the Company who hold uncertificated common shares (i.e., common shares held in book-entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book-entry account(s) electronically adjusted by the Company’s transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts or other nominees that hold in “street name” for their benefit. Such holders do not need to take any additional actions to exchange their pre-consolidation common shares for post-consolidation common shares.

Beneficial shareholders holding their common shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the consolidation than those that have been put in place by the Company for registered shareholders.

The Company currently anticipates that, subject to the receipt of all required approvals, its common shares will begin trading on the NYSE American stock exchange before the end of 2017. The listing of the Company’s common shares on the NYSE American stock exchange remains subject to the approval of that exchange and the satisfaction of all applicable listing requirements. After completing a listing on the NYSE American stock exchange, the Company intends to apply to migrate its listing to the New York Stock Exchange (“ NYSE ”) at such time as it satisfies applicable eligibility requirements, and any such migration remains subject to the approval of the NYSE.

6.	Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7.	Omitted Information

Not applicable.

8.	Further Information/Executive Officer

For further information, please contact Eduard Epshtein, Chief Financial Officer, at 1-778-656-5811.

-2-

9.	Date of Report

November 9, 2017.

Forward-Looking Information

Statements in this material change report that are “forward-looking information” within the meaning of applicable securities laws are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the Company’s periodic filings with Canadian securities regulators. Forward-looking information in this material change report include the expectations of the Company for its common shares to be listed and traded on the NYSE American stock exchange and the anticipated timeframe thereof and the intention of the Company to apply to migrate its listing to the New York Stock Exchange. When used in this report, the words such as “intent”, “intend”, “expect” and similar expressions represent forward-looking information. Information provided in this report is necessarily summarized and may not contain all available material information.

All such forward-looking information and statements are based on certain assumptions and analyses made by Lithium Americas management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading “Risks Factors” in the Lithium Americas’ most recently filed Management’s Discussion and Analysis, Annual Information Form and other continuous disclosure filings. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this material change report, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

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Exhibit 5.1

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in the Registration Statement on Form F-10 of Lithium Americas Corp. of our report dated March 28, 2017, relating to the consolidated financial statements for the fifteen month period ended December 31, 2016 and the year ended September 30, 2015 of Lithium Americas Corp., which appears in its Registration Statement on Form 40-F.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, BC

January 18, 2018