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LAC Lithium Americas

Filed: 17 Jan 18, 7:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORMF-X

 

 

APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

AND UNDERTAKING

 

A.Name of issuer or person filing (“Filer”):Lithium Americas Corp.

 

B.This is [check one]:

☑    an original filing for the Filer.

☐    an amended filing for the Filer.

Check the following box if you are filing the FormF-X in paper in accordance withRegulation S-T Rule 101(b)(9)    ☐

 

C.Identify the filing in conjunction with which this form is being filed:

 

Name of registrant:

 

Lithium Americas Corp.

Form type:

 

Registration Statement onForm F-10

File number (if known):

 

333-222595

Filed by:

 

Lithium Americas Corp.

Date filed (if filed concurrently, so indicate): January 18, 2018 (filed concurrently)

 

D.The Filer is incorporated or organized under the laws ofBritish Columbiaand has its principal place of business at

355 Burrard Street, Suite 1100

Vancouver, British Columbia

Canada, V6C 2G8

Telephone: (778)656-5811

 

E.The Filer designates and appointsC T Corporation System (the “Agent”), located at:

C T Corporation System

111 Eighth Avenue

New York, New York 10011

(212)590-9200

as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:

 

 (a)any investigation or administrative proceeding conducted by the Commission; and

 

 (b)any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns (i) any offering made or purported to be made in connection with the securities registered or qualified by the Filer on FormF-10 on January 18, 2018 or any purchases or sales of any security in connection therewith; (ii) the securities in relation to which the obligation to file an annual report on Form40-F arises, or any purchases or sales of such securities; (iii) any tender offer for the securities of a Canadian issuer with respect to which filings are made by the Filer with the Commission on Schedule13E-4F,14D-1F or14D-9F; or (iv) the securities in relation to which the Filer acts as trustee pursuant to an exemption under Rule10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon such agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

 

F.The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended FormF-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date the issuer of the securities to which such Forms and Schedules relate has ceased reporting under the Exchange Act;

The Filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.

 

G.The Filer 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 theForm F-10, the securities to which the Form F-10 relates and the transactions in such securities.

 

 

 


The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, this 18th day of January, 2018.

 

Filer:

          Lithium Americas Corp.
 

By:

 

/s/ W. Thomas Hodgson

  Name: W. Thomas Hodgson
    Title:   Chief Executive Officer


This statement has been signed by the following persons in the capacities and on the dates indicated.

 

C T Corporation System

As agent for Service of Process for

Lithium Americas Corp.

By:

 

/s/ Amy Berteletti

 

Name: Amy Berteletti

 

Title: Vice President

Date:    January 18, 2018