EX-4.9



 Exhibit 4.9 

FORM 51-102F3 

MATERIAL CHANGE REPORT 
 Item 1
Name and Address of Company 
 Lithium Americas Corp. (the “Company” or “Lithium Americas”) 

1100 - 355 Burrard Street 
 Vancouver, BC, V6C 2G8 

Item 2 Date of Material Change 

January 19, 2017. 
 Item 3 News
Release 
 The news release was issued on January 19, 2017 and was disseminated through the facilities of recognized newswire
services. A copy of the news release was filed on SEDAR. 
 Item 4 Summary of Material Change 

The Company and BCP Innovation Pte Ltd. (“BCPI”) signed an investment agreement for funding to advance the construction of the
Company’s 50% owned Cauchari-Olaroz lithium project in Jujuy, Argentina (the “Cauchari Project”). 
 Item 5 Full Description of
Material Change 
 The Bangchak Petroleum Public Company Limited (“Bangchak”), through its wholly-owned subsidiary, BCPI,
signed an investment agreement (the “Investment Agreement”) with Lithium Americas for funding to advance the construction of the Cauchari Project. Pursuant to the Investment Agreement, BCPI has agreed to purchase 50,000,000 common shares
of the Company at a price of C$0.85 per common share (the “Private Placement”); has agreed to provide US$80 million project debt facility (the “Project Debt Facility”); and will have a right to buy a fixed portion of the
lithium carbonate production from the Cauchari-Olaroz project (the “Offtake Entitlement”). 
 Private Placement 

BCPI has agreed to purchase, by way of a private placement, 50,000,000 common shares of the Company at a price of C$0.85 per common share for
gross proceeds of C$42.5 million (US$32 million). 
 Following the close of Private Placement and assuming completion of a private
placement contemplated in a concurrent Investment Agreement with GFL International Co., Ltd. (“Ganfeng”), BCPI will own approximately 16.4% of the Company’s issued and outstanding common shares. The common shares issued under the
Private Placement will be subject to Lithium Americas shareholder approval and a four month hold period from the closing date. The proceeds of the Private Placement will be used to further advance the Cauchari Project and for general corporate and
working capital purposes. 







 Investor Rights 

Provided that BCPI holds not less than 15% of the common shares of the Company, BCPI will also have the following rights, to be included in an
Investor Rights Agreement to be signed upon closing: 
  

	 	•	 	 the right to add a nominee to Lithium Americas’ board of directors; 



 

	 	•	 	 anti-dilution rights allowing it to maintain its equity ownership interest in Lithium Americas at 16.4% until
March 31, 2019; and 


  

	 	•	 	 a registration right for the sale of its shares. 



Project Debt Facility 
 The parties have
also agreed to terms by which BCPI will provide Lithium Americas a Project Debt Facility of up to US$80 million, with security over 30% of Lithium Americas’ interest in the Cauchari Project, which will be used to fund a portion of the
construction costs for an initial stage of development at the Cauchari Project (“Stage 1”) 
 The Project Debt Facility will have
a six-year term, and will carry an 8.0% interest rate for the first three years, 8.5% in year four, 9.0% in year five and 9.5% in year six. The facility will become available from the transaction close date
and funds will be released to Lithium Americas in instalments to cover Lithium Americas’ capital development contributions on the Cauchari Project. The terms contemplate that for the first three years, there will be no obligation to repay
principal. Lithium Americas will be entitled to refinance the loan without penalty at any time after the first year. BCPI’s 15% Offtake Entitlement is conditional on making available all required funding instalments under the Project Debt
Facility. 
 Offtake Entitlement 
 As
part of the Investment Agreement, the parties have agreed to terms of the Offtake Entitlement whereby BCPI will have the right to acquire 15% of Lithium Americas’ share of the Stage 1 production from the Cauchari Project for a period of 20
years following the commencement of commercial production. 
 Pricing and payment terms of the Offtake Entitlement will be the same as that
applicable to SQM for its purchase of lithium carbonate production from the Cauchari Project, which is required to be equivalent to market prices and terms. 

In connection with the execution of the Investment Agreement, the Company has also agreed to amend the terms of the investment agreement with
Ganfeng, such that, subject to completion of the transactions contemplated with BCPI, Ganfeng’s offtake entitlement will be increased from 70% to 80% of Lithium Americas’ share of Stage I production from the Cauchari Project. 

Transaction Details & Timing 

The Investment Agreement and the terms of the transactions contemplated thereunder has received requisite Board approvals. Completion of the
transaction remains subject to approval of TSX, approval of the shareholders of the Company, completion of definitive agreements for the Offtake Entitlement and Project Debt Facility, closing of the previously announced equity investment by Ganfeng
and other customary closing conditions. The Company has also agreed to use its commercially reasonable efforts to procure a voting agreement from Lithium America’s executive officers and directors, Geologic Resource Partners and Ganfeng.
Closing is expected to occur on or about March 31, 2017. 

  
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 Item 6 Reliance on subsection 7.1(2) of National Instrument
51-102 
 Not applicable. 

Item 7 Omitted Information 
 No
information has been intentionally omitted from this form. 
 Item 8 Executive Officer 

The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is: 

Eduard Epshtein 
 Chief Financial Officer 

1100 - 355 Burrard Street 
 Vancouver, BC V6C 2G8 

Telephone: 1 (778)-656-5820 

Item 9 Date of Report 
 Dated this
27th day of January, 2017. 
 FORWARD-LOOKING STATEMENTS 

Statements in this material change report that are forward-looking information are subject to various risks and uncertainties concerning the
specific factors disclosed here and elsewhere in the Company’s periodic filings with Canadian securities regulators. Forward-looking information in this material change report includes: (i) the timing and completion of the Investment
Agreement transaction; (ii) the ability of the parties to settle definitive agreements for the Offtake Entitlement and the Project Debt Facility in accordance with the terms agreed to in the Investment Agreement; (iii) approval of the
Private Placement by the shareholders of the Company and (iv) timing, completion and results of development studies on the Cauchari Project. When used in this document, the words such as “intent”, “target”,
“expect”, “estimated” and “scheduled” and similar expressions represent forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material
information. 
 All such forward-looking information and statements are based on certain assumptions and analyses made by Lithium
Americas 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. These statements, however,
are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual
results to differ from these forward-looking statements include those described under the heading “Risks Factors” in Lithium Americas’ most recently filed Annual Information Form and other continuous disclosure filings. The Company
does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this material change report, except as required by law. Readers are cautioned not to place undue reliance on forward-looking
information or statements. 

  
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