Lithium Argentina AG (LAR) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of the Shareholders of Lithium Argentina Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to computeshare and the company that you first obtain all required consents for the disclosure. Recording transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to John Kanellitsas, the Executive Chairman of the company. The floor is yours.

Thank you, operator, and good morning. I would like to welcome everyone to the Annual General and Special Meeting of the shareholders of Lithium Argentina. I'm the Executive Chairman of the company, and I'll act chair of this meeting. The first order of business is to appoint John Christian of Castle, Legal Counsel of the company to act as Recording Secretary. John will go through some procedural items on my behalf before we start the actual business of the meeting.

Thank you, Mr. Chairman. As this meeting is being held virtually by live webcast, I would like to explain a few rules for the orderly conduct of the meeting. Number one, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. We thank everyone for attending and for your interest in the company. Point number two, management will vet questions and provide responses to appropriate questions on their discretion. The Q&A will be responded to by management after the meeting. Questions about procedural matters or directly raise to motions under consideration during the meeting may be addressed during the meeting at management's discretion. Number three, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. Number four, when you are asked to vote you will receive a message on the virtual interface requesting you to register your votes. The polls have been opened since the start of this meeting and will remain open for the amount of time specified later during this meeting. You may vote on all motions while the polls are open. I note that if you have previously completed a proxy, you're reminded not to vote in the online poll unless you wish to change your vote from that vote set out in your proxy as doing so will override your original voting instructions. We will now proceed to the formal portion of today's meeting. To expedite the formal business, the Chairman will move all motions. Motions do not need to be seconded in accordance with the company's articles. With your concurrence, Mr. Chairman, I declare the Annual General and Special Meeting of Shareholders of the company will now come to order. For the purpose of this meeting, with your concurrence, I appoint Jenny Karim of Computershare Investor Services, Inc. to whom I refer as Computer Chair during today's meeting, as scrutineer process the votes of any polls taken at the meeting and to report the voting results for the chair and myself. The items of today's meeting are set out in the management information circular of the company dated May 10, 2024. The notice calling this meeting, the management information circular, the form of proxy and other meeting materials rent were mailed to shareholders on or about May 13, 2024. Unless there is any objection, we will dispense with the reading of the notice of the meeting. Copies of all meeting materials are available under the company's profile on the SEDAR+ and EDGAR websites. Our transfer agent, Computershare, has attested to the proper mailing of notice and calling this meeting and has filed with me, proof of service of the mailing. I directed a copy of the proof of service be next to the minutes of this meeting as a schedule. I've also been advised that voting shares representing more than 5% of all outstanding voting shares of the company are present at the meeting. As such, we have a quorum of shareholders present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, which with your concurrence, Mr. Chairman, I direct to be annexed to the meeting -- the minutes of this meeting as a schedule.

Thank you, Mr. Secretary. As the first intent of business on today's agenda, I now present to the meeting the December 31, 2023, audited consolidated financial statements of the company, together with the auditor's report. Print copies of these documents have been mailed to shareholders who requested them. Electronic copies are available at SEDAR+, EDGAR and Lithium Argentina websites. I do not propose to read these documents at this meeting. The next item of business is the approval of a resolution to fix the number of directors. I now move a motion to set the number of directors of the company at 8. There are no objections, I'll move to the next item of business. Moving on. The next item of business is the election of directors.

And Mr. Chair, I note for the meeting that the company previously adopted an advanced notice policy that sets out the process for the nomination of directors by shareholders in certain circumstances. The company did not receive notice of any nominations for this meeting under the advanced notice policy. As such, the individuals nominated by management are the only persons eligible to be nominated for election to the Office of directors at this meeting. Management has nominated 8 individuals for election by shareholders as described in the management information circular of the company dated May 10, 2024. Each will hold office until the conclusion of the company's next Annual Meeting of Shareholders, unless person ceases to be a director before such time. The nominees standing for election are Sam Pigott, George Ireland, Diego Lopez-Casanello, Robert Doyle, Franco Mignacco, Kayla Morrison, Monica Moretto and John Kanellitsas. The nominees have each confirmed that they are willing to serve as a director. Since there are no other nominations on behalf of the Chair, I move a motion to elect the management nominees as directors.

Okay. Unless there are any questions, I'll move on to the next item of business. That is the appointment of auditors. The next item of business is the appointment of the company's auditors for the ensuing year and authorizing the directors of the company to fix the auditor's remuneration. I move that PricewaterhouseCoopers be appointed auditors of the company until the next Annual Meeting of Shareholders and the Board of Directors of the company be authorized to fix the remuneration. There are no objections, I will move on to the next item of business, which is approval of the amended and restated incentive plans. The full text of this plan can be found on Page 11 of the management information circular of the company dated May 10, 2024. The amended and restated incentive plan resolution approve certain amendments to the company's equity incentive plan and a black line of the amended and restated incentive plan is attached as Schedule A to the management information circular of the company dated May 10, 2024. I now move the motion to approve this resolution. If there are no questions on this motion, I will move to the next item of business. The next item of business is the approval of the company's approach to executive compensation. As more particularly described in the management information circular of the company dated May 10, 2024. I move this motion. The Secretary will now proceed with the voting process.

Thank you, Mr. Chair. As mentioned, voting today will be conducted by electronic ballot, and the polls have been open since the start of this meeting. If you've not voted on all of the resolutions, please do so now as we will close the polls in 2 minutes. All registered shareholders and proxy holders who have properly logged in with their control numbers and who wish to vote will see on the screen all motions under consideration for voting purposes at this meeting. Please be reminded that if you already voted or submitted a proxy, there is no need for you to vote by poll unless you would like to change your vote. We'll now pause for 2 minutes to allow the shareholders to complete their electronic votes. [Voting]

It's John Christian speaking. I note that we have now allowed the polls to be open for 2 minutes. Please register your votes by accessing the voting page and selecting the for or against button next to the motion to: one, set the number of directors at 8; two, to approve the amended and restated incentive plan resolution; and three, to approve Lithium Argentina's approach to executive compensation. Please also register your votes by selecting for or withheld button next to the name of each proposed director and next to the resolution for the appointment of PricewaterhouseCoopers LLP as the company's auditors and authorizing the directors to set their remuneration. We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete their electronic ballots. [Voting]

It is now approximately 1 minute after I made my last direction and request for shareholders to vote using electronic voting page in front of you on your virtual platform and the ballot will be closing shortly. Your ballots -- upon the ballot in closing, the voting page will disappear, and your votes will be submitted automatically. Mr. Chairman, based on the number of votes received prior to the proxy cutoff at 10 p.m. Pacific Time on June 18, 2024, I have been informed by the scrutineer that each of the matters presented for approval today have been duly passed. With your concurrence, Mr. Chairman, I declare that the nominees listed in the management information circular have each been duly elected as directors of the company until the next Annual General Meeting of Shareholders or until they resign or their successors are elected or appointed and that PricewaterhouseCoopers LLP has been reappointed as the company's auditor for the ensuring year. Also, the resolution to set the number of directors to 8 approved the amended and restated incentive plan and to approve Lithium Argentina's approach to accepting compensation have been passed. On your behalf, Mr. Chairman, I would ask that the scrutineer compile a report regarding the results of the voting on all business matters and send those results to me. The results will then be announced and published on SEDAR+ and by press release. I also direct the results of the poll be included with the minutes of this meeting.

Very good. Thank you, Mr. Christian. All items of business as per the notice of the meeting have now been dealt with. If there are no further -- if there is no further business, the formal meeting is now terminated. I will now turn the meeting over to our President and CEO, Sam Pigott for a question-and-answer session.

Thanks, John, and thanks to all the shareholders who are present here today. This meeting is a great opportunity to reflect on what has been a remarkable year for our company. 2023 marks the start of operations at the Caucharia-Olaroz Argentina and since then, the team has continued to advance the project towards steady-state production of near nameplate capacity, which we expect to reach this year. As such, Caucharia-Olaroz is already among the largest operations in Argentina. I'd like to remind you all that the latest corporate presentation can be found on our website. If your questions were not answered this morning, our IR team will be in touch directly. And for any questions or concerns that you may have in the future, please do not hesitate to reach out. And again, thank you for attending today and for your continued support of Lithium Argentina.

Operator, that concludes the meeting.

Yes, this concludes the meeting. You may now disconnect.