Strategic COLLABORATION Agreement

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1.

INTERPRETATION

1.1

Defined Terms.

(a)

“Cauchari Olaroz Project” means the Cauchari-Olaroz Lithium Project located in Jujuy Province, Argentina and owned by Exar;

(b)

“Exar” means Minera Exar SA;

(c)

“GHG” means Jiangxi Ganfeng Lithium Co., Ltd.;

(d)

“LAC” means Lithium Americas Corp.;

(e)

“Mariana Project” means the Mariana lithium brine project located in Salta, Argentina and operated as a joint venture between GHG and International Lithium Corp.

(f)

“Parties” means GHG and LAC, and “Party” means any one of them;

(g)

“Potential Deposits” has the meaning set forth in Section 2.1(a) of this Agreement;

(h)

“Potential Projects” has the meaning set forth in Section 2.1(b) of this Agreement;

(i)

“Strategic Management Committee” has the meaning set forth in Section 2.2(a) of this Agreement; and

(j)

“▇▇▇▇▇▇▇ Pass Project” means the ▇▇▇▇▇▇▇ Pass Project located in Humboldt County, Nevada, USA and owned by LAC.

2.

AGREEMENTS

2.1

OBJECTIVES

(a)

To provide a means for LAC and GHG to efficiently and securely share knowledge, contacts and information regarding lithium deposits located in North and South America (“Potential Deposits”);

(b)

To work together to evaluate Potential Deposits, with a view to identifying world class lithium projects worthy of undertaking further exploratory and due diligence efforts (“Potential Projects”);

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(c)

To jointly undertake technical, economic, social, legal and other appropriate due diligence in respect of Potential Projects (“Due Diligence Review”), leveraging one-another’s strengths and resources to conduct such Due Diligence Review in an efficient and prudent manner; and

(d)

To bring to bear each Party’s technical, financial and management knowledge and experience to jointly assess whether to invest in a Potential Project, having regard to whether it would be in the best interests of each Party to do so.

2.2

STRATEGIC COLLABORATION

(a)

They shall establish a strategic management committee (“Strategic Management Committee”) having the following features:

(i)

it shall host an equal number representatives of LAC and GHG; and

(ii)

it shall meet, in person or by telephone, at least once per calendar quarter;

(b)

The Strategic Management Committee shall be responsible for:

(i)

establishing and overseeing a framework to identify Potential Deposits;

(ii)

establishing and overseeing a secure and efficient protocol by which the Parties may share knowledge, contacts and information regarding Potential Deposits;

(iii)

upon identification of Potential Deposits, establishing and overseeing a framework for assessing such Potential Deposits and to determine whether they are worthy of undertaking a Due Diligence Review;

(iv)

upon identification of a Potential Project, establishing and overseeing a framework for the conduct of a Due Diligence Review;

(v)

establishing and overseeing a framework for decision-making regarding (A) whether to make an investment in a Potential Project (“Potential Investment”), (B) determining the form and structure of any such Potential Investment, (C) entering into one or more definitive agreements among the Parties in respect of the Potential Investment, and (D) negotiating the Potential Investment with the relevant counterparty; and

(vi)

managing the Parties’ relationship with advisors and consultants retained by the Parties pursuant to this Agreement, and establishing and overseeing a framework with respect to apportioning the payment of any such advisor and consultant fees among the Parties,

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2.3

Express Exceptions

(a)

The Parties agree that the principles and agreements contained in this Agreement do not apply to the ▇▇▇▇▇▇▇ Pass Project, the Cauchari Olaroz Project or the Mariana Project.

(b)

The Parties agree that nothing contained in this Agreement shall obligate either Party to make any Potential Investment, and that any decision to proceed with a Potential Investment shall be in the sole and unfettered discretion of each Party, having regard to its own best interests.

(c)

The Parties agree that this agreement is not exclusive and the Parties may, in their sole discretion, engage in similar collaborations with any other party.

3.

NOTICES

(a)

if to LAC:

Attention:

Chief Executive Officer

Email:

[redacted – personal information]

(b)

if to GHG:

Attention:

▇▇▇▇▇▇▇ ▇▇▇▇

Email:

[redacted – personal information]

Attention:

▇▇▇▇▇ ▇. ▇▇▇▇

E-mail:

▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

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4.

CONFIDENTIALITY

(a)

The parties acknowledge and agree that the activities contemplated by this Agreement are confidential.

(b)

Neither party shall, at any time or under any circumstances, without the prior consent of the other party, directly or indirectly communicate or disclose to any person (other than its employees, agents, advisors and representatives as reasonably necessary in connection with the collaboration contemplated by this Agreement) or make use of any confidential knowledge or information acquired by such party resulting from discussions, collaboration or otherwise under this Agreement (“Confidential Information”). However, the foregoing obligation of confidentiality shall not apply to:

(i)

information that is or becomes generally available to the public (other than by disclosure by such party or its employees, agents, advisors or representatives contrary to this section);

(ii)

information that is reasonably required to be disclosed by a party to protect its interests in connection with any valuation or legal proceeding under this Agreement; or

(iii)

information that is required to be disclosed by law or by the applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange.

(c)

Each of the Parties acknowledges that disclosure of any Confidential Information in contravention of this Section may cause significant harm to the other party and that remedies at law may be inadequate to protect against a breach of this Section. Accordingly, the non-disclosing party shall be entitled, in addition to any other relief available to it, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to it. Neither of the parties shall assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to the other party of any other remedy.

(d)

The Parties agree that the provisions of this Section shall continue in force during the term of this Agreement and for a period of 24 months following the termination of this Agreement.

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5.

TERMINATION

6.

EFFECT AND GOVERNING LAW

(a)

The Parties agree that, with the exception solely of Section 4 (Confidentiality Agreement) hereof (the “Binding Provision”), this Agreement is intended to express the desire of the Parties to collaborate with respect to opportunities but is non-binding in all respects, that no enforceable obligations or commitments are created hereby, and that, should a decision be made to pursue a Potential Investment pursuant to this Agreement, the Parties will enter into a separate, binding agreement in respect thereof.

(b)

The Parties agree that the Binding Provision shall be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein.  The Parties attorn to the exclusive jurisdiction of the Courts in the Province of Ontario with respect to the Binding Provision.

7.

NO PARTNERSHIP

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JIANGXI GANFENG LITHIUM CO., LTD.

By:

“Wang Xiaoshen”

Name: Wang Xiaoshen

Title: Executive Vice President

LITHIUM AMERICAS CORP.

By:

W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Chief Executive Officer

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Signature Page to Strategic Collaboration Agreement