Western Lithium USA Corporation

Western Lithium USA Corporation
Lithium Americas Corp.

Lithium Americas Corp.

August 27, 2015 10:44 ET

Western Lithium and Lithium Americas Remind Their Shareholders to Vote FOR the Merger

VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwired - Aug. 27, 2015) - Western Lithium USA Corporation ("Western Lithium")(TSX:WLC)(OTCQX:WLCDF) and Lithium Americas Corp. ("Lithium Americas")(TSX:LAC) would like to remind the shareholders of Western Lithium to vote FOR the ordinary resolution approving the share issuance proposal and remind the shareholders of Lithium Americas to vote FOR the special resolution to approve the plan of arrangement (the "Arrangement") and vote FOR the ordinary resolution approving the issuance of common shares of Lithium Americas in connection with the settlement of certain change of control payments otherwise payable by Lithium Americas in cash to certain of its executive officers, in each case in connection with the proposed business combination pursuant to which Western Lithium will acquire all of the common shares of Lithium Americas.

Additional information concerning the Arrangement can be found in the management information circulars of Western Lithium and Lithium Americas, each of which are dated as of July 30, 2015 and were recently mailed to shareholders of each company (collectively, the "Circulars"). Each of the Circulars is available under the applicable party's issuer profile on SEDAR at www.sedar.com. Completion of the Arrangement is subject to, among other things, receiving the requisite shareholder, court and stock exchange approvals, and to the satisfaction of other customary conditions for a transaction of this nature.

The Western Lithium Special Meeting

The special meeting of shareholders of Western Lithium is scheduled to be held at 10:00 a.m. (Vancouver time) on Monday, August 31, 2015 at 1100-355 Burrard Street, Vancouver, British Columbia.

The Lithium Americas Special Meeting

The special meeting of shareholders of Lithium Americas is scheduled to be held at 2:00 p.m. (Toronto time) on Monday, August 31, 2015 at Suite 6300, 1 First Canadian Place, 100 King Street West, Toronto, Ontario.

Proxy Submission Deadlines

Western Lithium Shareholders: 10:00 a.m. (Vancouver time) on Thursday, August 27, 2015.

Lithium Americas Shareholders: 5:00 p.m. (Toronto time) on Thursday, August 27, 2015.

Shareholder Questions

Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America); or by email at: assistance@laurelhill.com.


The Board of Directors of Western Lithium and Lithium Americas UNANIMOUSLY recommend that shareholders vote IN FAVOUR of the Arrangement.

Your vote is important regardless of the number of shares you own. Western Lithium and Lithium Americas encourage shareholders to read the meeting materials in detail.

About Lithium Americas

Lithium Americas is developing one of the world's largest and lowest cost lithium operations. The company has defined a major lithium brine resource, and a completed definitive feasibility study identified that Lithium Americas' operating cost per tonne of lithium carbonate is expected to be one of the lowest in the industry.

About Western Lithium

Western Lithium is developing its Kings Valley, Nevada, lithium deposit into a strategic, scalable and reliable source of high quality lithium products. The Company is positioning itself as a major U.S.-based supplier to support the rising global demand for lithium that is expected from the increased use of hybrid/electric vehicles, consumer electronics, and consumer and industrial lithium battery storage applications. In addition, Western Lithium is pursuing the opportunity to be a supplier of specialty drilling additive, Hectatone™ and potentially other organoclays for the oil and gas and other industries.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to 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 news release is necessarily summarized and may not contain all available material information.

Forward-looking information in this news release includes, but is not limited to: information concerning the proposed business combination between Western Lithium and Lithium Americas; the business, operations and financial performance and condition of the combined company; synergies and the financial impact of the business combination; potential benefits of the business combination and the development potential of the properties of Western Lithium and Lithium Americas; expected completion and implementation of the business combination; the nature of Western Lithium's operations and Western Lithium's business outlook following completion of the business combination; plans and objectives of management for future operations; the potential to become a supplier of lithium products to battery manufacturers and a supplier of specialty drilling additive, Hectatone™ and potentially other organoclays for the oil and gas and other industries; timing and amount of future production; future cash costs of production, capital and operating and exploration expenditures; cash flow estimates; estimation of mineral resources and mineral reserves; development of deposits (including expansion of mineralization), mineral resources and mineral reserves; treatment under regulatory regimes; ability to realize value from Lithium America's core assets; work plans and development plans; and optimizing operating performance and costs, the effect of new technology on lithium fast production costs.

Forward-looking information expresses, as at the date of this news release, 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 Western Lithium and Lithium Americas will approve the business combination; that all required third party, regulatory and governmental approvals to the business combination will be obtained and all other conditions to completion of the business combination will be satisfied or waived; the business combination will be completed; no significant event occurring outside of the ordinary course of business of Western Lithium and Lithium Americas; legislative and regulatory environment; impact of increasing competition; current technological trends; prices of lithium and potash; costs of development and production; anticipated results of exploration and development activities; Western Lithium's and/or Lithium America's ability to operate in a safe and effective manner; and ability to obtain financing on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive.

Western Lithium's and Lithium America'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 Western Lithium's and Lithium America's control. These include, but are not limited to: possible variations in mineral resource and reserve estimates; grade/concentration or recovery rates; lithium or potash prices; operating or capital costs; changes in project parameters as plans continue to be refined; legislative changes that impact the operations in which Western Lithium and Lithium Americas conduct business; results of exploration activities and development of mineral properties; interpretation of geological data; receipt and security of mineral property titles; failure of plant, equipment or processes to operate as anticipated; accidents; labour disputes; the inability to obtain key personnel and parts related to operations; receipt of licenses to conduct mining activities; country and political risks; civil unrest; community relations; timing and possible outcome of pending litigation; liabilities and risks, including environmental liabilities and risks inherent in the development and production of Western Lithium's and Lithium America's properties; cost overruns or unanticipated costs and expenses; the availability of funds; currency fluctuations; general market and industry conditions; competition; the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; failure of Lithium Americas to enter into an agreement with POSCO to put the Cauchari-Olaroz project into commercial production using POSCO's proprietary lithium and potash extraction technology; the fact that POSCO's extraction technology tested at the Cauchari-Olaroz project is secret and proprietary to POSCO and not subject to any independent economic study; risk of putting a project into production without first completing a feasibility study; and delays in obtaining shareholder, governmental and regulatory approvals, as well as those factors more fully described under the heading "Risk Factors" in Western Lithium's annual information form and most recently filed management discussion & analysis, and described under the heading "Risk Factors" in Lithium America's annual information form, available on SEDAR.

There is no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. Western Lithium and Lithium Americas do not intend, and expressly disclaim any obligation to, update any forward-looking information whether as a result of new information, future events or otherwise, except as, and to the extent required by, applicable securities laws.

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