☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares, no par value | LAC | New York Stock Exchange |
☒ | Annual information form | ☒ | Audited annual financial statements |
Off-Balance Sheet Arrangements
The information provided under the heading “Off-Balance Sheet Arrangements” contained in the MD&A, filed as Exhibit 99.3 hereto, and the information provided in note 6 of the Financial Statements, filed as Exhibit 99.2 hereto, are incorporated by reference herein.
Contractual Obligations
The discussion and analysis of the Company’s material cash requirements from known contractual and other obligations is provided under the heading “Contractual Obligations” contained in the MD&A, filed as Exhibit 99.3 hereto, which are incorporated by reference herein.
Identification of the Audit Committee
The Board has a separately designated standing Audit Committee and Risk established in accordance with Section 3(a)(58)(A) of the Exchange Act and Section 303A.06 of the NYSE Listed Company Manual. The information provided under the heading “Composition of the Audit Committee and Risk and Independence” contained in the 2022 AIF, filed as Exhibit 99.1 hereto, is incorporated by reference herein.
Notices Pursuant to Regulation BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2022 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
Mine Safety Disclosure
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the fiscal year ended December 31, 2022, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
Corporate Governance
The Registrant believes that its corporate governance practices are consistent in all material respects with the applicable requirements of the corporate governance guidelines established by the Canadian Securities Administrators, the applicable corporate governance rules of the Toronto Stock Exchange and The New York Stock Exchange (the “NYSE Rules”) and the applicable rules and regulations of the SEC. The Registrant’s (i) Board Mandate, (ii) Audit Committee and Risk Charter, (iii) Governance, Nomination, Compensation and Leadership Committee Charter and (iv) disclosure of the significant ways in which the Registrant’s corporate governance practices differ from those required of domestic companies under the NYSE Rules are available on the Registrant’s website at http://lithiumamericas.com/corporate/governance/.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Recovery of Erroneously Awarded Compensation
Not applicable.
EXHIBIT INDEX
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the staff of the SEC, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of a Registrant’s agent for service shall be communicated promptly to the SEC by amendment to Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
DATED this 31st day of March 2023.
LITHIUM AMERICAS CORP. | ||
By: | /s/ Jonathan Evans | |
Name: | Jonathan Evans | |
Title: | President and Chief Executive Officer |