Lithium Americas (LAC) secures U.S. backing to build massive Thacker Pass lithium project
Rhea-AI Filing Summary
Lithium Americas Corp. provides a detailed update on developing its flagship Thacker Pass lithium project in Nevada and the financing structure behind it. The company is building a large-scale, multi‑phase mine and processing complex targeting up to 160,000 tonnes per year of battery‑grade lithium carbonate across five phases, with Phase 1 designed for 40,000 tonnes per year.
To fund Phase 1, Lithium Americas has assembled a capital stack centered on a U.S. Department of Energy loan of up to approximately
Construction is advancing with Bechtel as EPCM contractor. The company reports major 2025 milestones including extensive earthworks, foundations, structural steel, and long‑lead equipment installation, with mechanical completion of Phase 1 targeted for late 2027 and ramp‑up through 2028. A technical development center in Reno continues to de‑risk processing flowsheets. The report also outlines extensive risk factors, emphasizing permitting, execution, market, financing and regulatory uncertainties tied to the single key asset, Thacker Pass.
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Insights
Large U.S.-backed financing underpins Thacker Pass but concentrates risk in a single, complex project.
Lithium Americas outlines an unusually structured funding package for Thacker Pass. Core elements include a U.S. DOE loan facility of up to
This stack blends government debt, strategic equity and quasi‑royalty features, plus multiple ATM equity programs. It reduces upfront equity needs but adds leverage, long‑dated obligations, warrants for the DOE and Orion, and detailed covenants that can constrain future corporate actions and capital structure flexibility.
Execution hinges on meeting DOE loan conditions, keeping Thacker Pass on schedule toward targeted mechanical completion in
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Documents Incorporated by Reference
Portions of the definitive proxy statement relating to the Registrant’s 2026 Annual Stockholders Meeting, which will be filed with the U.S. Securities and Exchange Commission within 120 days of December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.
INDEX
Contents
INDEX |
1 |
Cautionary Statement Regarding Forward-Looking Statements |
2 |
Risk Factors Summary |
4 |
PART I |
7 |
Item 1: Business |
7 |
Item 1A: Risk Factors |
21 |
Item 1B: Unresolved Staff Comments |
41 |
Item 1C: Cybersecurity |
41 |
Item 2: Properties |
43 |
Item 3: Legal Proceedings |
59 |
Item 4: Mine Safety Disclosures |
59 |
PART II |
60 |
Item 5: Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
60 |
Item 6: Reserved |
60 |
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations |
61 |
Item 7A: Quantitative and Qualitative Disclosures About Market Risk |
74 |
Item 8: Financial Statements and Supplementary Data |
75 |
Item 9: Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |
107 |
Item 9A: Controls and Procedures |
107 |
Item 9B: Other Information |
107 |
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
107 |
PART III |
108 |
Item 10: Directors, Executive Officers and Corporate Governance |
108 |
Item 11: Executive Compensation |
108 |
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
108 |
Item 13: Certain Relationships and Related Transactions, and Director Independence |
108 |
Item 14: Principal Accounting Fees and Services |
108 |
PART IV |
109 |
Item 15: Exhibits, Financial Statement Schedules |
109 |
Item 16: Form 10-K Summary |
112 |
Signatures |
114 |
Supplemental Information |
115 |
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Cautionary Statement Regarding Forward-Looking Statements
This annual report on Form 10-K, including the documents incorporated by reference, contain “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 herein as “forward-looking statements” (“FLS”)). All statements, other than statements of historical fact, are FLS and can be identified by the use of statements that include, but are not limited to, words, such as “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “proposes,” “potential,” “target,” “implement,” “schedule,” “forecast,” “intend,” “would,” “could,” “might,” “should,” “believe” and similar terminology, or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. FLS in this annual report, including the documents incorporated by reference, includes, but is not limited to: statements relating to the anticipated sources and uses of funds to complete project financing, statements relating to the JV Transaction (as defined herein) with GM (as defined herein), the DOE Loan (as defined herein), the Orion Investment (as defined herein), the LAC Warrant (as defined herein) and the JV Warrant (as defined herein), including statements regarding satisfaction of draw down conditions on the DOE Loan expectations about the extent to which the JV Transaction, the DOE Loan, including any amendments thereto, the Orion Investment, the LAC Warrant, the JV Warrant and cash on hand would fund the development and construction of the Thacker Pass (as defined herein) on schedule or at all; project de-risking initiatives and the extent to which work to date has de-risked project execution; the expected operations, financial results and condition of the Company; expectations related to the construction build, job creation and nameplate capacity of Thacker Pass as well as other statements with respect to the Company’s future objectives and strategies to achieve these objectives, including the future prospects of the Company; the estimated cash flow, capitalization and adequacy thereof for the Company; the estimated costs of the development of the Thacker Pass Project, including timing, progress, approach, continuity or change in plans, construction, commissioning, expected milestones, anticipated production and results thereof and expansion plans; cost and expected benefits of the transloading terminal; cost and expected benefit of the limestone quarry; anticipated timing to resolve, and the expected outcome of, any complaints or claims made or that could be made concerning the permitting process in the United States for the Thacker Pass Project; the timely completion of environmental reviews and related consultations, and receipt or issuance of permits and approvals, in the United States for the Company’s development and resultant operations; capital expenditures and programs; estimates, and any change in estimates, of the mineral resources and mineral reserves at the Thacker Pass Project; development of mineral resources and mineral reserves; the realization of mineral resources and mineral reserves estimates, including whether certain mineral resources will ever be developed into mineral reserves, and information and underlying assumptions related thereto; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the creation of a battery supply chain in the United States to support the electric vehicle market; the timing and amount of future production, currency exchange and interest rates; the Company’s ability to raise capital; expected expenditures to be made by the Company on the Thacker Pass Project; statements relating to revised capital cost estimates; ability to produce high purity battery grade lithium products; settlement of agreements related to the operation and sale of mineral production as well as contracts in respect of operations and inputs required in the course of production; the timing, cost, quantity, capacity and product quality of production at Thacker Pass; successful development of Thacker Pass, including successful results from the Company’s testing facility and third-party tests related thereto; statements with respect to the expected economics of Thacker Pass, including capital costs, operating costs, sustaining capital requirements, after tax net present value and internal rate of return, pricing assumptions, payback period, sensitivity analyses, net cash flows and life of mine; anticipated job creation and the completion of the workforce hub; the expectation that the National Construction Agreement (Project Labor Agreement) with North America’s Building Trades Unions for construction of Phase 1 of Thacker Pass will minimize construction risk, ensure availability of skilled labor, address the challenges associated with Thacker Pass’s remote location and be effective in prioritizing employment of local and regional skilled craft workers, including members of underrepresented communities; overarching accessibility to a productive workforce; the expected workforce development training program being prepared with Great Basin College; the Company’s commitment to sustainable development, limiting the environmental impact at Thacker Pass and plans for phased reclamation during the life of mine including use benefits of growth media; ability to achieve capital cost efficiencies; anticipated use of any future proceeds and earnings related to Thacker Pass; anticipated plans regarding the payment or non-payment of dividends, as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.
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FLS involves known and unknown risks, assumptions and other factors that may cause actual results or performance to differ materially. FLS reflects the Company’s current views about future events, and while considered reasonable by the Company as of the date of this annual report, are inherently subject to significant uncertainties and contingencies. Accordingly, there can be no certainty that they will accurately reflect actual results. Assumptions and other factors upon which such FLS is based include, without limitation: expectations regarding Phase 2 of Thacker Pass, including financing;, and the absence of material adverse events affecting the Company during this time; the ability of the Company to perform conditions and meet expectations regarding the Company’s financial resources and future prospects; the ability to meet future objectives, priorities and anticipated milestones; a cordial business relationship between the Company and third-party strategic and contractual partners; the risk of tax liabilities as a result of the Arrangement (as defined herein) and general business and economic uncertainties and adverse market conditions; the risk that the Arrangement may not be tax-free for income tax purposes and potential significant tax liabilities that the Company may be exposed to if the tax-deferred spinoff rules are not met; the risk of tax indemnity obligations owed by the Company to Lithium Argentina (as defined below) following the Arrangement becoming payable, including as a result of events outside of the Company’s control; confidence that development, construction and operations at Thacker Pass will proceed as anticipated, including the impact of potential supply chain disruptions and the availability of equipment, labor and facilities necessary to complete development and construction of Thacker Pass and produce battery grade lithium; unforeseen technological, equipment and engineering problems; changes in general economic and geopolitical conditions, including as a result of regulatory changes by the current U.S. presidential administration, higher interest rates, the rate of inflation, a potential economic recession and potential changes in United States trade policy, including the imposition of tariffs and the resulting consequences on, among other things, the extractive resource industry, the green energy transition and the electric vehicle market; uncertainties inherent to the feasibility studies in the Reports (as defined herein) mineral resource and mineral reserve estimates; the mine processing facilities, based on the results of the testing facility and third-party tests, performing as expected; the ability of the Company to secure sufficient additional financing, advance and develop the Project, and to produce battery grade lithium; the respective benefits and impacts of Thacker Pass when production operations commence; settlement of agreements related to the operation and sale of mineral production as well as contracts in respect of operations and inputs required in the course of production; the Company’s ability to operate in a safe and effective manner, and without material adverse impact from the effects of climate change or severe weather conditions; reliability of technical data; uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Nevada; demand for lithium, including that such demand is supported by growth in the electric vehicle market and lithium-ion battery market; current technological trends; the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry; compliance by joint venture partners with terms of agreements; continuing support of local communities and the Fort McDermitt Paiute and the Shoshone Tribe in relation to Thacker Pass, and continuing constructive engagement with these and other stakeholders, including any expected benefits of such engagement; risks related to cost, funding and regulatory authorizations to develop a workforce housing facility; the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates; impacts of inflation, deflation, currency exchange rates, interest rates and other general economic and stock market conditions; the impact of unknown financial contingencies, including litigation costs, environmental compliance costs and costs associated with the impacts of climate change, on the Company’s operations; increased attention to environmental, social, governance and safety and sustainability-related matters; risks related to the Company’s public statements with respect to such matters that may be subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing," (i.e., misleading information or false claims overstating potential sustainability-related benefits); risks that the Company may face regarding potentially conflicting initiatives from certain U.S. state or other governments; estimates of and unpredictable changes to the market prices for lithium products; development and construction costs for Thacker Pass, and costs for any additional exploration work at the Project; estimates of mineral resources and mineral reserves, including whether mineral resources not included in mineral reserves will be further developed into mineral reserves; some of the modifying factors used to convert mineral resources to mineral reserves may change materially, and could materially impact the mineral reserve estimate; reliability of technical data; anticipated timing and results of exploration, development and construction activities, including the impact of ongoing supply chain disruptions and availability of equipment and supplies on such timing; timely responses from governmental agencies responsible for reviewing and considering the Company’s permitting activities at Thacker Pass; availability of technology, including low carbon energy sources and water rights, on acceptable terms to advance Thacker Pass; government regulation of mining operations and mergers and acquisitions activity, and treatment under governmental, regulatory and taxation regimes; ability to realize expected benefits from investments in or partnerships with third parties; accuracy of development budgets and construction estimates; that the Company will meet its future objectives and priorities; the ability to satisfy production and lithium-recovery
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targets; that the Company will have access to adequate capital to fund its future projects and plans; that such future projects and plans will proceed as anticipated; compliance by the JV Partners (as defined herein) with terms of agreements; the lack of any material disputes or disagreements between the JV Partners; the regulation of the mining industry by various governmental agencies; as well as assumptions concerning general economic and industry growth rates, commodity prices, resource estimates, currency exchange and interest rates and competitive conditions. Although the Company believes that the assumptions and expectations reflected in such FLS are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct.
Readers are cautioned that the foregoing lists of factors are not exhaustive. There can be no assurance that FLS will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, readers are cautioned not to place undue reliance on this information, and that this information may not be appropriate for any other purpose, including investment purposes. The Company’s actual results could differ materially from those anticipated in any FLS as a result of the risk factors set out herein, and in the Company’s other continuous disclosure documents available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. All FLS contained in this annual report is expressly qualified by the risk factors set out in the aforementioned documents. Readers are further cautioned to review the full description of risks, uncertainties and management’s assumptions in the aforementioned documents and other disclosure documents available on SEDAR+ and on EDGAR. The Company does not undertake any obligation to update or revise any FLS, whether as a result of new information, future events or otherwise, except as required by law.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect the Company’s business, operations and financial results. Please refer to Part I – Item 1A: Risk Factors of this Form 10-K for additional discussion of the risks summarized in this Risk Factors Summary. These risk factors are not necessarily in the order of importance or probability of occurrence.
Risks Relating to the Company’s Business Activities
The Company’s strategy depends on successfully developing Thacker Pass and achieving projected production and operational targets. Risks may affect project development, lithium production, financial performance, market conditions, regulatory approvals, and the Company’s business and securities. Risk factors include:
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PART I
Item 1: Business
Overview
Lithium Americas Corp. (the “Company” or “LAC”) is a Canadian-based resource and materials company focused on developing, building and operating significant lithium deposits and chemical processing facilities. The Company’s flagship asset is Thacker Pass, a sedimentary-based lithium deposit located in the McDermitt Caldera in Humboldt County, in northern Nevada (“Thacker Pass” or the “Project”). Thacker Pass is owned by Lithium Nevada LLC (“LN”), a wholly owned subsidiary of Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”), the joint venture (“JV”) between General Motors Holdings LLC (“GM”) and the Company (together, the “JV Partners”). The Company currently owns a 62% interest in Thacker Pass and manages the Project, and GM owns a 38% interest in Thacker Pass. The terms “LN” and “LAC” are used throughout the report to denote the owners of the Project.
Thacker Pass “Phase 1” refers to the anticipated initial phase of production, targeting 40,000 tonnes per year (“t/y”) of battery-grade lithium carbonate (“Li2CO3”), “Phase 2” refers to a possible second phase of production at Thacker Pass, targeting an additional 40,000 t/y, “Phase 3” refers to a possible third phase of production at Thacker Pass, targeting an additional 40,000 t/y, “Phase 4” refers to a possible fourth phase of production at Thacker Pass, targeting an additional 40,000 t/y, “Phase 5” refers to a fifth phase of development that would add an additional beneficiation circuit and sulfuric acid plant, without an additional lithium carbonate processing plant, for total planned production capacity of 160,000 t/y.
The Company also holds investments in Green Technology Metals Limited (“GT1”) and Ascend Elements, Inc. (“Ascend Elements”), and exploration properties in the U.S. and Canada.
The Company's head office and registered office is located at 3260 – 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8, and telephone number is (778) 656-5820.
The Company’s common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and on the New York Stock Exchange (“NYSE”) under the symbol “LAC.”
Amounts stated in this Form 10-K are in United States dollars, unless otherwise indicated.
Corporate Structure
As of December 31, 2025, The Company had the following material, direct and indirect, wholly-owned subsidiaries with their jurisdiction of incorporation:
The following chart depicts the corporate structure of the Company at December 31, 2025:
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Organizational History and Recent Developments
On January 23, 2023, the Company was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) for the sole purpose of acquiring ownership of the North American business assets and investments (“LAC North America”) of Lithium Americas Corp. (“Old LAC”), which is now named Lithium Argentina AG (formerly Lithium Americas (Argentina) Corp.) (“Lithium Argentina”) pursuant to a separation transaction (the “Separation”) that was undertaken on October 3, 2023. Upon consummation of the Separation, the Company was re-named Lithium Americas Corp.
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The Separation was implemented by way of a plan of arrangement (the “Arrangement”) under the laws of British Columbia pursuant to an arrangement agreement between the Company and Old LAC. Upon completion of the Separation, Old LAC contributed to the Company, among other assets and liabilities, its interest in Thacker Pass, its investments in GT1 and Ascend Elements, certain intellectual property rights, its loan to 1339480 B.C. Ltd., and cash.
On October 28, 2024, the Company announced the closing of a loan from the U.S. Department of Energy’s (“DOE”) Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”) for a total of $2.26 billion, including $1.97 billion in aggregate principal to fund eligible construction costs of Thacker Pass plus interest to be accrued during construction, which was estimated to be $289.6 million over a three-year period. The DOE Loan originally had a 24-year maturity with interest rates fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates without any additional credit spread. In connection with the DOE Loan, the Company entered into or approved the entry into by its subsidiaries certain agreements discussed in more detail below. The DOE Loan was amended by the OWCA (as defined below) on October 7, 2025, as discussed in more detail below. The Company received its first draw on the DOE Loan on October 20, 2025, and received a second draw on the DOE Loan on February 24, 2026.
In August 2024, the Company received approval for an $11.8 million grant from the U.S. Department of War (formerly the Department of Defense) to support an upgrade of the local power infrastructure and to help build a transloading facility.
On December 23, 2024, the Company announced the closing of a JV with GM for the purpose of funding, developing, constructing and operating the Project (the “JV Transaction”). In connection with the JV Transaction, the Company also closed an amendment to the DOE Loan to accommodate changes relating to the JV Transaction.
Following the closing of the JV Transaction, the Company held a 62% interest in Thacker Pass, with GM having acquired a 38% interest in the Project for $625 million in total committed cash and letters of credit, comprised of a $430 million commitment of direct cash funding to the JV to support the construction of Phase 1 of the Project and a $195 million letter of credit facility (“LC Facility”) that can be used as collateral to support reserve account requirements under the DOE Loan. The LC Facility, which has no interest and a maturity consistent with the DOE Loan, is planned to be withdrawn once replaced with cash that is generated by Thacker Pass. As part of the closing of the JV Transaction, GM funded $330 million of cash into the JV alongside $138 million of cash funding from the Company.
On January 7, 2025, the Company announced an increased mineral resource and mineral reserve estimate for Thacker Pass, including the release of an independent National Instrument 43-101 (“NI 43-101”) technical report (“NI 43-101 Technical Report”) entitled “NI 43-101 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” and an independent S-K 1300 technical report (the “S-K 1300 Technical Report”) entitled “S-K 1300 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” both dated effective December 31, 2024 (together with the NI 43-101 Technical Report, collectively referred to herein as the “Reports”). The statements of mineral reserves and mineral resources for Thacker Pass as of December 31, 2025, based on the Reports as of December 31, 2024, are presented in the tables below in Part I – Item 2: Properties – Mineral Resource and Mineral Reserve Estimate.
On April 1, 2025, the Company closed a strategic investment of $250 million from fund entities managed by Orion Resource Partners LP (collectively, “Orion”), for the development and construction of Phase 1 of the Project (“Orion Investment”). Orion purchased senior unsecured convertible notes in the aggregate principal amount of $195 million (the “Orion Note”) and entered into a Production Payment Agreement (“PPA”) whereby Orion will pay LAC $25 million in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass. Orion also committed, subject to the satisfaction of certain conditions precedent, to purchase an additional $30 million in aggregate principal amount of notes within two years (the “Delayed Draw Notes”) upon request by the Company. For more information on the Orion Investment, refer to the Sources of Liquidity section of the Management’s Discussion and Analysis (“MD&A”) for the year ended December 31, 2025 (“FY 2025”) in this Form 10-K.
On April 1, 2025, contemporaneously with the closing of the Orion Investment, the Company and GM announced the final investment decision (“FID”) for Phase 1 of the Project and made cash contributions to the JV of $191.6 million and $100 million, respectively, pursuant to the terms of the JV Transaction. Together with the DOE Loan and the investments from both GM and Orion, LAC achieved fully funded status at the project and corporate
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levels for the development and construction of Phase 1 of Thacker Pass for the duration of construction. Mechanical completion of Phase 1 of Thacker Pass is targeted for late 2027.
On May 15, 2025, the Company established an at-the-market (“ATM”) equity program (the “May 2025 ATM Program”) pursuant to which the Company sold an aggregate total of 26.92 million Common Shares at an average price of $3.71 per share, for aggregate net proceeds of $97.8 million after sales agent’s commission and other expenses.
In September 2025, GM released the LC Facility in advance of first draw on the DOE Loan.
On October 7, 2025, the Company and the DOE entered into an omnibus waiver, consent and amendment, as amended (the “OWCA”) for certain amendments to the Company’s DOE Loan. Pursuant to the OWCA:
In addition to the OWCA, the Company and GM entered into an amendment to GM’s lithium Offtake Agreement (as defined below) to provide additional support to the Project. The amendment permits the JV to enter into additional third-party offtake agreements for certain remaining production volumes not forecast to be purchased by GM for the first five years of Phase 1.
On October 8, 2025, the Company established an ATM equity program (the “October 2025 ATM Program”) pursuant to which the Company sold an aggregate total 30.53 million Common Shares at an average price of $8.19 per share, for aggregate net proceeds of $246.4 million after sales agent’s commission and other expenses.
On October 10, 2025 and October 28, 2025, Orion elected to convert a total of $97.5 million in accordance with the terms of the Orion Note. As a result, the Company issued an aggregate total of 25.79 million Common Shares to Orion. Following the conversions, total future interest payable under the Orion Note was reduced pro rata.
On October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan.
On November 13, 2025, the Company established an ATM equity program (the “November 2025 ATM Program”) pursuant to which the Company sold an aggregate total 43.3 million Common Shares at an average price of $5.78 per share, for aggregate net proceeds of $246.7 million after sales agent’s commission and other expenses. The program was completed on January 26, 2026.
On December 22, 2025, the Company’s Common Shares were added to the S&P/TSX Composite Index.
Thacker Pass Overview
For a more complete description of Thacker Pass in Humboldt County, Nevada, see the S-K 1300 Technical Report, which is filed hereto as Exhibit 96.1; and the NI 43-101 Technical Report, which has been filed with the securities regulatory authorities in each of the provinces and territories of Canada through SEDAR+. Scientific and technical information in respect of the Thacker Pass Project in this annual report on form 10-K has been prepared under the supervision of Rene LeBlanc, an employee of the Company, and a qualified person under NI 43-101.
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Thacker Pass, located in Humboldt County in northern Nevada, is a sedimentary clay resource and the largest lithium Measured and Indicated Resource in the world. See Part I – Item 2: Properties – Mineral Reserve and Mineral Resource Estimates below for more information.
Thacker Pass is approximately 100 kilometers (“km”) north-northwest of Winnemucca, Nevada, approximately 33 km west-northwest of Orovada, Nevada, and 33 km south of the Oregon border. Access to Thacker Pass is via the paved US Highway 95 and paved State Route 293; travel north on US-95 from Winnemucca, Nevada, for approximately 70 km to Orovada, Nevada and then travel west-northwest on State Route 293 for 33 km toward Thacker Pass to the Thacker Pass site entrance. Driving time is approximately one hour from Winnemucca, and 3.5 hours from Reno.
The Thacker Pass area encompasses approximately 7,900 hectares (“ha”) and lies within and is surrounded by public lands administered by the Bureau of Land Management. The area is sparsely populated and used primarily for ranching and farming.
Thacker Pass is expected to be developed initially in Phase 1, with further expansion possibility for an additional four phases. Lithium carbonate production from Phases 1 through 4 is designed for a nominal 40,000 t/y Li2CO3 capacity per phase. Phase 5 expansion would be introduced at the time of Phase 4 expansion when mined ore grade decreases resulting in available capacity in the lithium carbonate crystallization circuits constructed during the initial four phases. Total possible nominal capacity of Phases 1 through 5 would be 160,000 t/y Li2CO3. The process plant is expected to operate 24 hours/day, 365 days/year with an overall availability of 88% and a possible mine life of 85 years. The total amount of ore processed from the development of Phases 1 through 5 would be 1,057 million metric tonnes (“Mt”) (dry).
Phase 1 commenced construction in February 2023, following the receipt of all key state-level environmental permits and a federal Record of Decision (“ROD”). Lithium Americas is working with Bechtel Infrastructure and Power Corporation (“Bechtel”) who is responsible for the engineering, procurement and construction management (“EPCM”) of Phase 1.
In the fourth quarter of 2024, the Company provided Bechtel and other major contractors with limited full notice to proceed (“FNTP”) to de-risk the construction schedule. Declaring FNTP allowed engagement of additional contractors to advance the earthworks at an increased pace in preparation of major construction, which began in 2025.
On April 1, 2025, the Company and GM announced the FID for Phase 1 of Thacker Pass. Following FID, additional contracts were awarded and contractors mobilized to support major construction.
Major construction continued to progress at Thacker Pass. Construction milestones achieved throughout 2025 include:
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The Company continues to target mechanical completion of the Thacker Pass Phase 1 processing plant in late 2027. Following are expected development milestones for 2026:
The Company maintains an operations and business readiness (“OBR”) team to support the transition from the engineering, procurement and construction phases of Thacker Pass through to expected commissioning, ramp up and into production and maintenance of the mining and chemical facility.
The Company anticipates achieving mechanical completion in late-2027 and full ramp-up through 2028.
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Lithium Technical Development Center
The Company’s Lithium Technical Development Center (“Tech Center”) in Reno, Nevada consists of chemical laboratories and a fully integrated pilot plant-scale model of the processing plants that will be built at Thacker Pass. Since July 2022, the Tech Center has produced battery-quality lithium carbonate samples from Thacker Pass ore for potential customers and suppliers. The Tech Center has been awarded the ISO 9001:2015 Quality Management System certification, which is a globally recognized standard for quality management. Implementation of ISO 9001:2015 demonstrates the Company’s commitment to quality in the development of lithium products. The Tech Center continues to operate the integrated pilot facility focusing on data to support continuous improvement, equipment design and further reducing risks associated with the transition from mechanical completion to operations.
Transloading Terminal
The Company has leased from the City of Winnemucca a parcel of land adjacent to the mainline railroad, approximately 60 miles from Thacker Pass, for the development of a transloading terminal (“TLT”). Access to the TLT is planned via State Route 796 and then a driveway through two parcels, one owned by the Company adjacent to State Route 796, and the other owned by the City of Winnemucca, which has granted an easement to the Company.
The TLT has been planned to provide direct access to the railroad for shipping of reagents during operations of Phases 1 through 3. Phase 4 expansion would contemplate the addition of rail to Thacker Pass. Expected benefits of direct access to the mainline railroad during operations include reduced transportation costs for reagents, such as liquid sulfur and soda ash, and minimizing Scope 3 emissions by utilizing lower carbon intensity transportation methods.
On August 5, 2024, the Company received approval for an $11.8 million grant from the U.S. Department of War to support an upgrade of local power infrastructure and to help build a transloading facility.
On October 28, 2024, the Company awarded Iron Horse Terminals (“IHT”) the contract to design, build, own and operate the TLT. IHT will provide multiple services at the TLT site including unloading rail cars, loading trucks, coordinating rail activities, truck transportation, railcar/truck repairs and facility maintenance. The EPCM work and operation of the TLT during Phase 1 are expected to generate approximately 100 jobs during construction and approximately 50 jobs during operations. The TLT is expected to be completed in 2027. The TLT design has been advanced to approximately 20% design complete.
GM Offtake
Prior to the Separation, on January 30, 2023, Old LAC entered into a purchase agreement with GM, pursuant to which GM agreed to make a $650 million equity investment (the “2023 Transaction”), the proceeds of which were to be used for the construction and development of Thacker Pass. The 2023 Transaction was comprised of two tranches, a first tranche investment of $320 million (“Tranche 1 Investment”) a second tranche investment of up to $330 million (the “Tranche 2 Investment”). Tranche 1 closed and the Phase 1 offtake agreement for GM to purchase up to 100% of Phase 1 production for ten years, subject to a five-year extension at GM’s option and other limited extensions, plus a right of first offer on Phase 2 of Thacker Pass production, was executed on February 16, 2023 (the “Phase 1 Offtake Agreement”). As part of the Arrangement, the Phase 1 Offtake Agreement was assigned by Old LAC to the Company.
Concurrently with closing of the DOE Loan, the Phase 1 Offtake Agreement was extended to 20 years. As part of the JV Transaction, GM also entered into an additional 20-year offtake agreement for up to 38% of production volumes from Phase 2 of Thacker Pass and will retain its right of first offer on the remaining balance of Phase 2 volumes (“Phase 2 Offtake Agreement” and together with the Phase 1 Offtake Agreement, the “Offtake Agreements”).
On October 7, 2025, in connection with the entry into the OWCA, the Company and GM agreed to amend the Phase 1 Offtake Agreement as follows: (i) the delivery dates for the “Annual Purchase Forecast” and “Annual Production Forecast” (each as defined in the Phase 1 Offtake Agreement) will be accelerated by two months; (ii) the forecast period for the first five years of Phase 1 will be extended from two years to three years, with the second and third years remaining non-binding; (iii) the JV will be required to prioritize GM’s volume requirements; (iv) for the first five years of Phase 1, the JV may enter into firm volume commitments with third parties, subject to a cap based on the difference between the Annual Production Forecast and the Annual Purchase Forecast, and
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the cap will be 100% of the difference in the first year, 80% in the second year, and 60% in the third year; (v) GM’s Annual Purchase Forecast will be capped at 20% year-over-year growth during the aforementioned period; (vi) after the first five years, (a) the forecast period will revert to two years, with the second year being non-binding and will include no cap on GM’s Annual Purchase Forecast, and (b) third-party commitments will be capped at 100% of the difference between forecasts in the first year and 50% in the second year of such forecasts; and (vii) if GM relinquishes volumes in non-binding forecast periods but later demonstrates a need for those volumes and incurs higher costs as a result of third-party purchases, GM will be entitled to a “profit true-up” equal to the volume procured multiplied by the difference between the third-party pricing and the implied JV pricing.
Market Demand and Competitive Conditions
During the first half of 2025, lithium prices continued to decline, with many sell-side analysts expressing negative sentiment on pricing outlook and lithium pricing bottoming out in June 2025. The second half of 2025 saw a slight increase in sentiment leading to a much more bullish stance toward the end of the year. Varying market factors contributed to increased sentiment, including positive demand outlook from battery energy stationary storage (“BESS”) applications, now the second largest demand driver for lithium after electric vehicles (“EV”).
Rho Motion reported in January 2026 that full-year battery production has grown by 29% to 1.59 TWh (1,590 GWh) in 2025 versus 2024. BESS represents 19% of the global market with EV’s representing 75%. BESS demand has grown 51% year-on-year, while EV demand increased by 26%. Globally EV production increased to 20,657,000 units in 2025 (increase of 20% year-on-year), with relatively flat annual production in the US, France and Sweden.
Benchmark Minerals Intelligence is forecasting a lithium deficit could occur as early as 2026 under higher-demand outcomes. SC Insights is forecasting an increase in BESS market share from 20% in 2025 to 27% in 2035. EV adoption continues to grow globally. Benchmark Minerals Intelligence reported a 20% year-over-year increase in global EV sales for the year ended 2025, and forecasts in the long-term, global EV penetration to grow from 22% in Q4 2025 to 70% by 2040.
During 2025, critical minerals and the lithium industry experienced increased participation from governments to increase their national security. This includes the Company’s OWCA in October 2025 when the DOE amended the DOE Loan to defer principal repayments and received warrants. Upon exercise of the LAC Warrant and JV Warrant (assuming conversion as of January 30, 2026), the DOE would become a 5% equity shareholder of the Company and 5% non-voting JV Partner.
Thacker Pass is expected to complete mechanical construction in late 2027. Once in commercial production, Phase 1 of Thacker Pass is expected to substantially increase U.S. domestic production of lithium to help the U.S. reduce dependence on foreign countries for supply. With a strategic investment, joint venture partnership and long-term offtake agreement with General Motors, production from Thacker Pass Phase 1 is estimated to support lithium needs for up to 800,000 EV’s annually (assuming lithium carbonate equivalent (“LCE”) intensity of 850 tonnes (“t”) of LCE per GWh.
Resources Material to the Company’s Business
Raw Materials
All of the raw materials that the Company requires to carry on its business are available through normal supply or business contracting channels. The following raw materials, also known as reagents, are required for processing the ore from Thacker Pass into battery-grade lithium carbonate. As Thacker Pass is in the construction stage, the Company is currently working on securing suppliers for these reagents for the production stage. Following is the name and description of each reagent and its purpose.
Reagent Name |
Description |
Purpose |
Sulfur |
A readily available by-product of the oil and gas industry |
Sulfuric acid for leaching |
Limestone |
A sedimentary rock mainly composed of calcium carbonate |
Neutralizing agent |
Quicklime |
A common alkaline substance produced by heating or calcining limestone |
Magnesium precipitation |
Sodium Hydroxide |
Also known as caustic soda or lye, a strong base |
Off-gas scrubbing and ion exchange purification |
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Reagent Name |
Description |
Purpose |
Soda Ash |
Sodium carbonate produced from naturally occurring trona |
Lithium carbonate production and calcium precipitation |
Flocculant |
Chemical that facilitates the aggregation of particles |
Thickening and settling |
Carbon Dioxide |
A colorless, odorless gas used in the carbonated beverage industry |
Lithium carbonate purification |
Ferric Sulfate |
A chemical compound used in water treatment processes |
Calcium precipitation |
Hydrochloric Acid |
A strong acid solution |
Ion exchange purification |
The Company’s Vendor Code of Conduct requires the Company and its vendors and suppliers to avoid sourcing minerals from conflict affected and high-risk areas where there are heightened concerns that proceeds from minerals could be used to contribute to armed conflict or human rights abuses. These minerals may include certain tin, tungsten, tantalum, gold, mica and cobalt that is extracted or processed in certain other countries and contribute to armed conflict in the Democratic Republic of Congo and its adjoining countries. The Company’s goal is to source the majority of reagents from continental North America or domestic U.S. suppliers to limit carbon emissions and reduce transportation costs to benefit operating costs.
Patents
The Company owns U.S. Patent No. 12,188,107 B2, Mexican Patent No. MX2021011625A and Chilean Patent No. 71,260, which relate to the economic concentration and extraction of lithium chemicals from sedimentary resources. The Company also has pending applications in the United States, Canada, China and Europe, including applications relating to the processing of lithium clays and cost-effective separation of magnesium from lithium in sulfate brines as a benign material.
Government Contracts
On October 28, 2024, the Company’s subsidiary LN and DOE executed the DOE Loan for a construction facility with maximum borrowing of $1.97 billion plus up to $289.6 million of capitalized interest to fund eligible construction costs of Thacker Pass over the period from the first advance through no later than November 30, 2028. The DOE Loan originally had a 24-year maturity with interest rates fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates without any additional credit spread.
The DOE Loan agreement was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures LLC, a JV with GM, owning 100% of the interests in LN, which owns Thacker Pass.
The DOE Loan is funded by the Federal Financing Bank (“FFB”) pursuant to a Note Purchase Agreement signed simultaneously with the DOE Loan (the “FFB Note Purchase Agreement”). The DOE Loan and FFB Note Purchase Agreement are a firm contractual obligation of the DOE and FFB and cannot be unilaterally terminated by either the DOE or FFB except in the limited circumstances customary to this type of financing and outlined in the DOE Loan and FFB Note Purchase Agreement. Refer to Exhibit [10.18] for the FFB Note Purchase Agreement, dated October 28, 2024.
On October 7, 2025, the Company and the DOE entered into an OWCA for certain amendments to the Company’s DOE Loan. As part of the OWCA:
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The Company received its first advance on the DOE Loan of $435 million on October 20, 2025 and its second advance on the DOE Loan of $432 million on February 24, 2026.
On January 30, 2026 (the “Issuance Date”), as required under the OWCA:
On the Issuance Date, the JV, the Company, B.C. Corp., the LAC JV Member, GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”). Under the Put, Call and Exchange Agreement, the DOE has a put right (the “DOE Put”) to require GM to elect to either (i) purchase, or cause the JV to purchase, the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable (a “JV Warrant Sale”), or (ii) subject to applicable exchange approvals and compliance with securities laws, cause the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable, to be exchanged for a warrant to purchase a number of the Company’s Common Shares (a “JV Warrant Exchange”) that would result in the DOE holding a percentage of the total issued and outstanding Common Shares equal to the then applicable Warrant Conversion Rate (as defined below). Additionally, the exercise (including any automatic exercise) of the LAC Warrant shall be deemed to be delivery of a put notice pursuant to the Put, Call and Exchange Agreement. The sale price for a JV Warrant Sale will be mutually determined in good faith by GM and the DOE. If GM and the DOE cannot agree on the sale price for a JV Warrant Sale within 60 days of delivery of the put notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the put notice, the parties will cause a JV Warrant Exchange to occur. The “Warrants Conversion Rate” will be, as of the time of determination, the product of (i) 100 multiplied by (ii) the quotient obtained by dividing (A) the number of fully diluted Non-Voting Units in the JV held by the DOE by (B) the number of outstanding units in JV held by the LAC JV Member plus the number of fully diluted Non-Voting Units in the JV held by the DOE. The number of outstanding units in the JV held by the LAC JV Member is subject to adjustment in connection with (i) the funding of any incremental capital contribution to the JV or (ii) the transfer by the LAC JV Member of any units in the JV, in each case in accordance with the Amended and Restated Limited Liability Company Agreement of the JV.
In addition, from and after the earlier of the Scheduled Substantial Completion Date and the Substantial Completion Date of Thacker Pass (as such dates are defined in the Loan Arrangement Reimbursement Agreement), GM has a call right (the “GM Call”) to elect to effect, or cause the JV to effect, a JV Warrant Sale if a price can be agreed upon between GM and the DOE within 60 days of the delivery of the call notice. If GM and the DOE cannot agree on the sale price within 60 days of delivery of the call notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the call notice, the parties will cause a JV Warrant Exchange to occur.
On the Issuance Date, as required under the OWCA, the Amended and Restated Limited Liability Company Agreement of the JV was amended and restated to, among other things, set forth the rights, preferences and privileges of the Non-Voting Units (the “Second A&R LLCA”). The Second A&R LLCA requires all capital contributions (with certain specified exceptions) to be made at fair market value, including those required by the DOE Loan.
Periodic repayments of principal and interest commence January 20, 2029. The DOE Loan has a maturity date of July 20, 2048. The Company may prepay the loan at any time, subject to certain conditions, by paying principal plus accrued interest on outstanding advances.
Seasonality
Thacker Pass could be affected by seasonal factors affecting the business including but not limited to the availability of power resources and considerations relating to wildlife sensitivity, which could be influenced by seasonal variability due to stresses on those resources. The lithium chemicals business is also subject to
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commercial business cycles and commodity price cycles. If the global economy stalls and commodity prices decline, a continuing period of lower prices could significantly affect the economic potential of the Company’s properties and result in it deciding to cease work on, or drop its interest in, its properties.
Government Regulations
The Company's exploration and future development activities are subject to various national, state, provincial and local laws and regulations in the U.S. and Canada, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
Mining and exploration activities at Thacker Pass are subject to various laws and regulations relating to the protection of the environment, which are discussed in Part I – Item 1A: Risk Factors in this Form 10-K. Although the Company intends to comply with all existing environmental and mining laws and regulations, no assurance can be given that the Company will be in compliance with all applicable regulations or that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail development of its properties. Amendments to current laws and regulations governing exploration and development or more stringent implementation thereof could have a material adverse effect on the Company's business and cause increases in exploration expenses or require delays or abandonment in the development of mining properties. In addition, the Company is required to expend significant resources to comply with numerous corporate governance and disclosure regulations and requirements adopted by U.S. federal and Canadian federal and provincial governments. These additional compliance costs and related diversion of the attention of management and key personnel could have a material adverse effect on the Company’s business.
For a more detailed discussion of the various government laws and regulations in the U.S. applicable to the Company’s operations and the potential negative effects of such laws and regulations, see Part I – Item 1A: Risk Factors in this Form 10-K.
Regulatory and Permitting
Thacker Pass is located on public lands administered by the U.S. Department of the Interior, Bureau of Land Management (“BLM”). Construction of Thacker Pass requires permits and approvals from various Federal, State and local government agencies. Thacker Pass is being considered in five phases, lasting 85 years.
All major federal, state and local permits and authorizations to commence Phase 1 operations have been achieved and there are no identified issues that would prevent the Company from achieving all permits and authorizations for Phase 1 and 2 of Thacker Pass, or that may affect access, title, or the right or ability to perform work on the property. In addition to the BLM-approved Plan of Operations, the Nevada Division of Environmental Protection (“NDEP”) has issued a Water Pollution Control Permit (“WPCP”) and Class II Air Quality Operating Permit (“AQOP”). Over time, state permits are expected to be amended to accommodate later-stage or modified Phase 1-2 activities, including air-quality permit updates relating to the Phase 2 plant and authorization under the WPCP to mine below the water table. Such permitting would be addressed with regulators well ahead of time to mitigate risk of mine-plan disruption.
Additional analysis would be needed to determine any potential Federal, State or local regulatory or permitting issues for Phases 3 through 5 of Thacker Pass. Future expansions are being planned as follows: Phase 2 – four years after completion of Phase 1; Phase 3 – four years after completion of Phase 2; and Phase 4 and 5 – four years after completion of Phase 3.
The Company commenced construction at Thacker Pass for Phase 1 on February 28, 2023, following receipt of a notice to proceed from the BLM.
The most recent modified mine reclamation permit (the “Reclamation Permit”) was issued by the Nevada Division of Environmental Protection-Bureau of Mining, Regulation and Reclamation (“NDEP-BMRR”) in Q4 2024. The BLM requires the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining activities conclude. In December 2024, the State of Nevada and BLM determined that financial assurance for full construction of Phase 1 would be $73 million, and the Project subsequently submitted a third-party reclamation bond in that amount to BLM in February 2025. Final approval was received in March 2025.
In 2025, there were no material environmental-related matters (e.g. spills, contaminations, etc.) at Thacker Pass.
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Permitting History
From 2008 to 2023, the Company performed extensive exploration activities at the Thacker Pass site under existing approved agency permits. LAC has all necessary federal and state permits and approvals to conduct mineral exploration activities within active target areas of the Thacker Pass site. Thacker Pass is approved by the BLM and NDEP-BMRR to conduct mineral exploration and construction activities at Thacker Pass in accordance with BLM Permit Nos. NVN98582 and NVN98586, and State permit 0415. Reclamation obligations are administered jointly by the BLM and the State of Nevada.
In Q3 2018, the Company submitted a conceptual Mine Plan of Operations (“MPO”).
In Q3 2019, the Company submitted a proposed MPO and Reclamation Plan Permit Application, which the BLM deemed technically complete.
In Q1 2020, the BLM published a notice of intent to prepare an Environmental Impact Statement (“EIS”) in the Federal Register.
In January 2021, the BLM Record of Decision (“ROD”) authorizing the Project was issued following the BLM's National Environmental Policy Act of 1969 (“NEPA”) review process for Thacker Pass, which included the BLM’s preparation of an EIS. The approved MPO contemplates production of battery-grade lithium hydroxide, lithium carbonate and lithium metal (estimating approximately 66,000 short tons per annum of lithium carbonate equivalent). Legal appeals of the BLM decision that were brought in Federal court challenging aspects of the NEPA analysis and cultural review were dismissed by the Federal District Court. The Ninth Circuit Court of Appeals affirmed the Federal District Court’s decision.
Separately, another lawsuit was filed in U.S. District Court in February 2023 by the Reno Sparks Indian Colony, the Burns Paiute Tribe and the Summit Lake Paiute Tribe, concerning among other things, adequacy of consultation by the BLM for the issuance of the ROD. In March 2023, the U.S. District Court denied the plaintiffs’ requests for a temporary restraining order and preliminary injunction. On November 11, 2023, the Federal District Court dismissed all claims. After the plaintiffs did not seek to amend their complaint, the court issued a final order and judgment dismissing the case in December 2023 and that decision was not appealed.
In 2021, the BLM approved a reclamation cost estimate for the Thacker Pass plan of operations of $47.6 million. In February 2023, financial assurance in the amount of $13.7 million for the initial work plan was placed with the agency prior to initiating construction. The NDEP-BMRR approved the Plan of Operations and Reclamation Plan (“PoO”) with the issuance of a draft Reclamation Permit 0415. On February 25, 2022, the NDEP-BMRR then issued the final Reclamation Permit 0415. In December 2024, the State and BLM determined that financial assurance for full construction of Phase 1 would be $73 million, and the Project subsequently submitted a third-party reclamation bond in that amount to BLM in February 2025. Final approval was received in March 2025.
In February 2022, NDEP issued the final key state-level permits for Thacker Pass including the WPCP, the Reclamation Permit and the AQOP. The State approved minor modifications to the WPCP in January 2024 and September 2024, and modifications to the AQOP in June 2024 and January 2026. Additional permit modifications to reflect design updates are currently pending, and modifications to conform to any other design updates may be pursued as warranted.
In February 2023, the Company’s application with the State of Nevada Division of Water Resources for the transfer of certain water rights for Phase 1 of Thacker Pass was approved by the State Engineer. The State Engineer’s Office issued the final water rights permits on June 30, 2023 and July 3, 2023, authorizing the Company to use its water production wells. In March 2023, the State Engineer’s decision was appealed in state court by a local ranching company. On July 30, 2025, the Company finalized a settlement agreement relating to the protest involving the Project-related water rights, and related judicial appeals were subsequently dismissed. In connection with the closing of the settlement, the State Engineer confirmed that the Company’s water rights were in full force and effect. There are no current adversarial matters involving the Company or its regulatory authorizations.
On June 25, 2024, the BLM approved a modification to the PoO, which included an updated facility layout and the addition of the countercurrent decantation circuits. A modified Reclamation Permit was issued by NDEP-BMRR in Q4 2024. The BLM requires the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining concludes. The reclamation bond was submitted in February 2025 and approved by the BLM in March 2025.
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Environmental Stewardship
The Company is committed to safely and sustainably developing Thacker Pass and limiting the Project’s adverse environmental impact. The Company’s 2024 ESG-Safety Report is available on the Company’s website at www.lithiumamericas.com.
Social Responsibility
The Company continues to work collaboratively with the Fort McDermitt Paiute and Shoshone Tribe (the “Tribe”) and communities closest to Thacker Pass to increase transparency around project developments, and to identify and address various impacts from the Project.
Community Benefits Agreement with Fort McDermitt Tribe
Building on several years of engagement, job training and relationship building, in October 2022, a Community Benefits Agreement (“CBA”) was signed with the Tribe. The CBA establishes a framework for continued collaboration and to help define long-term benefits for the Tribe.
In November 2025, the Tribe and LAC signed an amended and restated CBA (the “New CBA”), which reflects changes requested by the Tribe. The New CBA provides additional resources for training and workforce development as well as providing more flexibility to the Tribe to apply a $5 million infrastructure development contribution to be made by LAC as required by the original CBA. It improves the framework for continued collaboration and provides administrative support for various Tribal positions including the Tribal Historic Preservation Office and Tribal Employment Rights Office.
Skills Training and Job Opportunities
The Company is committed to hiring locally where possible and has been working with Great Basin College to develop and offer a workforce development training program for local communities and the Tribe.
The Company continues to work closely with Great Basin College to develop customized workforce development training specific to Thacker Pass. Curriculum for process operator was completed in December 2025 and the inaugural training session is scheduled for mid-January 2026. In addition, emergency response as well as leadership trainings are being evaluated.
Throughout 2025, the Company attended local and regional job fairs to share with attendees' job and skills training opportunities at Thacker Pass.
Community Engagement
The communities of Orovada and Kings Valley are the closest communities to Thacker Pass, located approximately 18 and 5 miles from the site, respectively. The Company has met regularly with local community members for the purpose of identifying community concerns and developing ways to address them. As construction activities began, the Company increased its community outreach through open houses, one-on-one meetings and tours of Thacker Pass site, the Workforce Hub (“WFH”) site and the Tech Center.
In 2024, the Company collaborated with the Humboldt County School District and the BLM to finalize the conceptual design and location of a new K-8 school. In August 2025, an architectural firm and the final architectural plans for the new school were officially unveiled at a groundbreaking ceremony. In December 2025, LAC contracted with the Community Foundation of Northern Nevada to manage the project moving forward. In December 2025, LAC agreed to make a $14 million contribution towards funding the construction of the new school. Detailed construction plans and specifications are anticipated in early 2026, allowing construction contractors to begin physical building by mid-2026. The school is expected to welcome its first students in time for the 2027-2028 school year, providing a modern, secure learning environment that supports both exceptional teaching and student success.
Human Capital
The Company’s vision is to be North America’s leading lithium producer to enable cleaner energy sources, and the Company’s purpose is to safely and sustainability produce lithium from Thacker Pass to enable North America to reduce dependence on foreign critical minerals and drive value for its stakeholders. The Company’s values to
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Act with Integrity, Be Responsible and Act with Care, Commitment to Excellence and Drive Innovation and Be a Collaborative Partner guide employee’s work and interactions, as well as build company culture.
Employees
As of December 31, 2025, Lithium Americas had 94 full-time employees across the Company, in the Vancouver, Reno and Winnemucca offices or remotely from their home offices.
Talent Attraction and Retention
The Company’s aim is to attract, develop and retain the most talented people with diverse backgrounds, beliefs and perspectives to enhance innovation, creativity and employee engagement. The Company is actively recruiting talent and committed to promoting from within where possible to build and develop teams that drive the long-term success of the Company’s business. There will be many new employment opportunities, as well as career advancement opportunities for existing employees as the Company continues advancing through construction toward operations and, eventually, into a producer.
The Company is committed to offering competitive wages, benefits and compensation to attract and retain skilled employees; partnering with local academic institutions, businesses and other organizations to design and offer workforce training opportunities to build a pool of local skilled candidates with diverse backgrounds; maintaining two-way communication and encourage a culture where employees’ voices are heard and respected; conducting annual and semiannual performance reviews to support employee development and providing financial assistance towards continuing education expenses for employees.
The Company is committed to hiring locally wherever possible to magnify the benefits of its operations. In 2025, 61% of new hires at the Company’s Winnemucca or Reno offices to support Thacker Pass were local to Nevada.
Project Labor Agreement
In 2023, together with its EPCM contractor, Bechtel, the Company entered into a National Construction Agreement (Project Labor Agreement) (“PLA”) with North America’s Building Trades Unions (“NABTU”) for construction of Thacker Pass Phase 1, expected to create approximately 2,000 jobs, including 1,800 skilled labor contractors. The PLA creates new jobs for NABTU members as well as substantially de-risks skilled labor availability during construction. Commencement of hiring and ramp up of construction workers will align with the construction schedule. The first craft professionals started in February 2025 and as of December 31, 2025, there were approximately 950 workers at Thacker Pass.
Additional jobs during construction and operations will be created through ancillary and support services, such as transportation, maintenance and supplies.
Workforce Hub
The WFH is a temporary full-service housing facility for construction craft professionals located in the nearby City of Winnemucca. Throughout 2025, development of the WFH continued and the first residents were received in
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September 2025. Occupancy at the WFH is expected to align with hiring and ramp-up of construction workers. At December 31, 2025, there were over 500 residents at the WFH.
Target Hospitality Corp. (“Target”), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services in the U.S. is contracted to operate the WFH. Target’s workers also reside at the WFH.
Health and Safety
Health and safety (“H&S”) excellence is one of the Company’s core principles and essential to its business. The Company takes a proactive approach to safety and seeks to prevent, limit and manage H&S risks for its employees, contractors and the communities where it operates. The Company’s goal is zero harm. In 2025, 1.69 million workhours were completed at Thacker Pass without a serious injury or lost-time incident.
H&S training is also an integral part of the Company’s safety program. LAC uses H&S training opportunities to build its safety culture by reinforcing safety philosophies, policies and procedures. The Company has implemented SafeStart, one of the world's most successful, advanced safety awareness and skills development programs. This is a behavior-based program that teaches employees safe working habits and corrects unsafe behavior. The training also reinforces team building and improves employee communication through safety awareness. In 2025, the Company completed approximately 360 hours of employee H&S training.
Refer to Part I – Item 4: Mine Safety Disclosures for more information.
Available Information
The Company’s website address is www.lithiumamericas.com. In addition to the information about the Company in this 2025 Form 10-K, information about Lithium Americas can be found on its website including information on corporate governance principles and practices. LAC’s Investors Relations website at https://lithiumamericas.com/investor/ contains a significant amount of information about the Company, including financial and other information for investors. The Company encourages its investors to visit its website, as the Company frequently updates and posts new information about Lithium Americas thereon, and it is possible that this information could be deemed to be material information. The Company’s website and information included in or linked to its website, including the 2024 ESG-Safety Report, are not incorporated by reference into this 2025 Form 10-K.
The U.S. Securities and Exchange Commission (“SEC”) maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Such information can also be found free of charge on the Company’s website (https://www.lithiumamericas.com/). Meanwhile, the Canadian Securities Administrators maintain a website (www.sedarplus.ca) that contains public disclosure documents electronically filed by the Company in connection with its Canadian reporting issuer status.
For additional information regarding the history and development of the Company, refer to Part II – Item 7: Management's Discussion and Analysis of the Company for the year ended December 31, 2025 in this Form 10-K.
Item 1A: Risk Factors
The following are risk factors that the Company’s management believes are applicable to its business and the industry in which it operates. The risk factors set out below are not exhaustive and do not include risks the Company deems to be immaterial. If any of the events, risks or uncertainties described below actually occur, it or they may have a material adverse effect on the Company’s business, financial condition, operating results, or future prospects (including with respect to the price of the Company’s Common Shares). These risk factors are not necessarily presented in the order of importance or probability of occurrence.
Commercial viability of Thacker Pass depends on numerous uncontrollable factors, including, permitting, financing and delays, that could negatively affect business and financial conditions
The Company's business strategy depends in substantial part on developing Thacker Pass into a commercially viable mine and chemical manufacturing facility. Whether a mineral deposit will be commercially viable depends on numerous factors, including but not limited to: the attributes of the deposit, such as size and grade; proximity to
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available infrastructure; economics for new infrastructure; market conditions for battery-grade lithium products; processing methods and costs; and government permitting and regulations.
There are many factors that could impact the development of Thacker Pass, including permitting, terms and availability of financing, cost overruns, litigation or administrative appeals concerning the project, delays in development, and regulatory changes, among other factors. Thacker Pass is also subject to the development and operational risks described elsewhere in this Form 10-K. Accordingly, there can be no assurance that the Company will complete development of Thacker Pass as currently contemplated, or at all. If the Company is unable to complete the development of Thacker Pass into a commercial operating mine, its business and financial condition would be materially adversely affected.
The Company’s ability to continue to draw on the DOE Loan is contingent on meeting specific conditions and covenants, and failure to do so could lead to loan termination or other significant adverse effects
On October 7, 2025, the Company entered into an OWCA by and among Lithium Nevada LLC (the “Borrower”), 1339480 B.C. Ltd. (the “B.C. Corp”), LAC US Corp. (the “LAC JV Member”), Lithium Nevada Venture (the “LAC-GM Joint Venture”), Lithium Nevada Projects LLC (the “Direct Parent”), Citibank, N.A. (the “Collateral Agent”) and the DOE, which became effective October 10, 2025. The OWCA provides for specified waivers, consents and amendments among the parties and, upon effectiveness, resulted in the satisfaction of all conditions to the first advance request under the DOE Loan being satisfied. The Company received its first advance of $435 million under the DOE Loan on October 20, 2025 and its second advance of $432 million on February 24, 2026.
The Company’s ability to continue to draw down on the DOE Loan and to utilize such funds towards the construction and development of Phase 1 of Thacker Pass is dependent on the satisfaction of the set of conditions set out in the DOE Loan documents customary for financings of a similar nature by the U.S. Government or other public lending institutions. There can be no assurance as to the satisfaction of these conditions.
The DOE Loan agreement also includes representations, warranties and covenants of the Company customary for financings of a similar nature by the U.S. Government or other public lending institutions, including relating to repayment obligations. The failure of the Company to comply with or satisfy any or all of the conditions and requirements or to remain in compliance with the covenant regime under the DOE Loan could result in a reduction of the size of the DOE Loan made available to the Company and/or an event of default under the DOE Loan, which could result in the termination of the DOE Loan and/or cause any amounts outstanding under the DOE Loan to become immediately due and payable, any of which would have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.
The terms of the DOE Loan agreement also contain a number of significant restrictions and covenants that limit the Company’s ability under the DOE Loan agreement to, among other things: operate business outside of the ordinary course and enter into certain material contracts relating to Thacker Pass without the prior consent of the DOE; incur liens and indebtedness or provide guarantees in respect of obligations of any other person; make loans and other investments and certain capital expenditures; issue equity securities for the Company’s subsidiaries; engage in mergers, consolidations and asset dispositions; and engage in affiliate transactions.
If the Company were to default on the aforementioned restrictive covenants for any reason, its business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, complying with these covenants may also cause the Company to take actions that are not favorable to securityholders and may make it more difficult to successfully execute the Company’s business strategy and compete against companies who are not subject to such restrictions.
The Company’s ability to maintain and amend permits is uncertain and subject to regulatory, administrative, and litigation challenges, which could delay development timelines
Although the Company has obtained all key environmental permits for Thacker Pass for construction, there can be no certainty that current permits will be maintained, any permitting changes (such as changes to the mine plan or increases to planned capacity) will be approved, or additional local, state or federal permits or approvals required to carry out development and production at Thacker Pass will be obtained, projected timelines for permitting decisions to be made will be met, or the projected costs of permitting will be accurate.
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Moreover, future phases of Thacker Pass will likely require additional environmental analysis and permit approvals by state and federal agencies, including BLM. Such environmental analysis would likely require the preparation of supplemental NEPA analysis and other required consultations with various federal and state agencies, such as the United States Fish and Wildlife Service and the State of Nevada Department of Wildlife. Future phases of Thacker Pass would also require the submission of new or supplemental mine plans. There is no guarantee that the Company will obtain the necessary permits required or that any such approval of permits will not be delayed.
In addition, there is the risk that existing permits will be subject to challenges of regulatory administrative processes, and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. In the U.S., changes in the presidential administration may result in the suspension, revocation, or modification of certain regulations that the Company is subject to, thereby creating additional uncertainty. For example, there have been several recent developments regarding the NEPA regulatory regime. Following an Executive Order of President Trump, the White House Council on Environmental Quality (“CEQ”) released an interim final rule rescinding its regulations implementing NEPA. Federal agencies have begun the process of preparing their own new or updated NEPA-implementing rules or guidelines, with the first batch of updates released in July 2025. In May 2025, the Supreme Court issued an opinion in Seven County Infrastructure Coalition v. Eagle County emphasizing the “substantial judicial deference” that courts must grant agencies when considering NEPA challenges. In September 2025, the CEQ issued new guidance to federal agencies implementing NEPA and encouraging them to limit their NEPA reviews, rely more heavily on sponsor-prepared documents, and streamline the NEPA process. A future administration may similarly implement changes in how agencies comply with NEPA, which may result in permitting delays and additional uncertainty, as the process for agencies to update their NEPA regulations may be time-intensive, result in additional changes to the process that the Company does not anticipate, and result in increased litigation. Such issues as these could impact the expected development timelines of Thacker Pass and consequently have a material adverse effect on the Company's prospects and business.
Actual capital costs, schedules, production levels, operating costs, economic returns, and other estimates may differ from expectations which could which could materially and adversely affect cash flows, profitability, and increase funding requirements
Feasibility reports, this Form 10-K, and other mining studies, including the Reports, contain exploration, development and operations estimates relating to future capital costs, schedules, production levels, operating costs, and economic returns. These estimates are inherently uncertain and depend on numerous assumptions, including the accuracy of mineral reserve and resource estimates; assumptions regarding ore grades, ore quality and recovery rates; metallurgical characteristics; ground and physical conditions; construction and operating performance; the estimated rates and costs of mining, processing and chemical plant operations; and changes that impact the financial model considered following the effective date of the Reports. The Company expects to start a definitive capital cost estimate in the first half of 2026.
Actual capital costs, schedules, production levels, operating costs, and economic returns may vary significantly from current assumptions and estimates due to factors such as the availability of labor, equipment, materials and other resources; inflationary pressure from higher energy and transportation costs, supply chain shortages, including as a result of conflicts in the Middle East and other international events; labor costs and productivity; labor shortages or strikes; construction and operating difficulties; cost overruns; revisions to construction or operating plans; lower than expected realized lithium prices; risks and hazards associated with construction, mineral production and chemical plant operations; natural events such as floods, fires, droughts or water shortages; and broader macroeconomic factors, including tariffs, interest rates and currency exchange rates. Many of these factors are beyond the Company's control.
Although the Company currently expects that funding from the DOE Loan, and existing cash and cash equivalents will fully fund the remaining capital expenditures for Phase 1 of Thacker Pass and related working capital needs through expected initial production, these estimates may prove inaccurate. As a result of the foregoing uncertainties or other unforeseen factors, additional capital or working capital may be required to complete Phase 1 or sustain operations. Any material deviations from estimated capital or operating costs, schedules, production levels, ore grades, recovery rates or economic assumptions could have a material adverse effect on the Company’s business, financial condition, cash flows, results of operations, profitability, prospects and its ability to service indebtedness.
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The Company’s lack of history of completing mining and chemical processing projects or conducting such operations makes it difficult to evaluate its prospects, increasing the uncertainty of its future success
The Company has no prior history of completing the development of a mining or chemical processing project or conducting such operations. The future development of properties found to be economically feasible will require the construction and operation of mines, processing plants and related infrastructure. While certain members of management and employees have mining development, chemical industry and operational experience, the Company does not have vast experience as a collective organization. As a result of these factors, it is difficult to evaluate the Company's prospects, and the Company's future success is more uncertain than if it had a proven history.
Inherent risks in establishing new mining and chemical processing operations, including unexpected costs, problems and delays, could impact the profitability of operations at Thacker Pass
The Company is and will continue to be subject to all risks inherent with establishing new mining and chemical processing operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain and maintain necessary environmental and other governmental approvals, licenses and permits, and the timing of their issuance; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including the imposition of tariffs by the Trump administration, that could lead to changes in the costs of fuel, power, labor, contractors, materials, supplies and equipment.
It is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and start-up of mining and processing operations. In addition, delays in the early stages of mineral production often occur. Accordingly, the Company cannot provide assurance that its activities will result in profitable mining operations at Thacker Pass and any other mineral properties the Company advances or acquires in the future.
The Company’s U.S. operations, coupled with its domicile in British Columbia, and the evolving political landscape, including increased geopolitical tensions and industrial policies, could impact its ability to fund the project
The Company's business is international in scope, with its incorporating jurisdiction and head office located in Canada and its flagship asset, Thacker Pass located in the United States. Changes, if any, in mining, investment or other applicable policies or shifts in political attitude in any of the jurisdictions in which the Company operates, or towards such political jurisdictions, may adversely affect the Company's operations or profitability and may affect the Company's ability to fund its ongoing development expenditures at Thacker Pass. These political changes could also have a substantive impact on the Company that may prevent or restrict the development of Thacker Pass, including the financial results therefrom, regardless of the economic viability of Thacker Pass.
More specifically, as a result of increased concerns around global supply chains, the lithium industry has become subject to increasing political involvement, including in the United States and Canada. This reflects lithium’s critical role as an input for batteries used in electric vehicles and energy storage systems, combined with global supply constraints and geopolitical tensions affecting lithium production. Political involvement appears to be evolving into a form of industrial policy by governments, including in Canada and the United States, to encourage the development of domestic supply through tax incentives and low-interest loans to domestic and other politically aligned actors, as well as by those governments undertaking steps to discourage the involvement of participants from non-politically aligned countries such as by tariffs and restrictions on ownership, influence and investment. These factors are of particular relevance to the Company, with its Canadian incorporation, U.S.-based Thacker Pass and predominant connection to Canada and the United States through its stock exchange listings, shareholder base and board and management composition. This evolving industrial policy may benefit the Company through the prospect of tax incentives and project financing. For example, on January 20, 2025, President Trump signed a sweeping energy-related Executive Order which directed various heads of agencies to identify and revise or rescind any actions imposing undue burdens on domestic mining and processing of non-fuel minerals. Various agencies have since taken action to rescind or otherwise modify existing regulatory
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requirements. However, the Company cannot predict what impacts this order or any subsequent regulatory actions may have on its operations, and there remains potential for delays in state approvals, permits and licenses notwithstanding these actions. Moreover, notwithstanding such changes, there is the continued risk that policy approaches may shift over time, reducing or eliminating access to such benefits in the future. Increased government involvement may also present limitations on the extent to which the Company may undertake business operations with non-politically aligned parties, including limitations on ownership. The Company has and intends to continue to fully comply with legislation and policies in all jurisdictions where it operates. At this time, the Company cannot predict if any of these steps will result in a substantive adverse change to its business or operations, or the intended geographic focus of its business.
There is also currently significant uncertainty about the future relationship between the United States and various other countries, including changes arising as a result of the current administration, with respect to trade policies, treaties, tariffs, taxes and other limitations on cross-border operations. Changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements could have an adverse effect on the Company’s business, prospects, financial condition and operating results, the extent of which cannot be predicted with certainty at this time.
Changes in government laws and regulations, including those related to taxation, environmental compliance and permitting, may affect development and operations
Changes to government laws and regulations may affect the development of Thacker Pass. Such changes could include laws relating to taxation, royalties, restrictions on production, export controls, tariffs, environmental, biodiversity and ecological compliance, mine development and operations, labor, mine safety, permitting and numerous other aspects of the Company’s business. For example, President Trump in a suite of Executive Orders, has directed the pause, modification or revocation of various previous Executive Orders and regulations that directly and indirectly affect the development of Thacker Pass; federal agencies subsequently revised their approach to complying with environmental reviews and federal agencies have taken steps to eliminate an electric vehicle “mandate” which may adversely affect demand for lithium.
The Company's business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. Although the Supreme Court recently invalidated the tariffs imposed by the administration under the International Emergency Economic Powers Act (“IEEPA”), certain tariff rates and obligations established through trade agreements that were negotiated during active IEEPA tariffs remain in effect, and the administration announced additional tariffs pursuant to the Trade Act of 1974. The administration has indicated that it will continue seeking to implement tariffs through other statutory authorities as well. These actions are unprecedented and have caused substantial uncertainty and volatility in financial markets, including uncertainty about the availability of refunds for prior tariffs and the imposition of new tariffs to replace those imposed under IEEPA. It remains unclear to what extent, upon which countries, and upon which terms, tariffs may be levied. Because of this, uncertainty remains elevated, as the administration continues to adjust tariff structures and consider additional country specific tariffs.
The Company's business requires access to steel and other raw materials for use in the construction of Thacker Pass. Much equipment and construction material has been sourced from Canada, China, India, UAE, Turkey and the European Union, and may be subject to tariffs. The Company has been working toward limiting the effect of any potential tariffs on its construction supply chain, with approximately 75% of the total capital project cost structure related to labor, contractors and other services not expected to be directly affected by any potential tariffs. Any imposition of or increase in tariffs on imports of steel or other raw materials, as well as corresponding price increases for such materials available domestically, could increase the Company's construction costs and negatively impact the Company's ability to complete the construction of Thacker Pass on budget. Higher materials costs could also diminish the Company's ability to develop new projects at acceptable returns, particularly during times of economic uncertainty, and limit the Company's ability to pursue growth opportunities that may otherwise be available to the Company.
The imposition of further tariffs by the U.S. on a broader range of imports, or further retaliatory trade measures taken in response to additional tariffs, could increase costs in the Company's supply chain or reduce demand for the Company's or the Company's customers’ products, either of which could adversely affect the Company's
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results of operations. To the extent any such tariffs remain in place for a sustained period of time, or in the event of a global or domestic recession resulting therefrom, the Company's customers could decide to delay currently planned growth projects or forego them entirely, each of which could result in decreased demand for the Company's products and adversely affect the Company's results of operations and financial condition.
Changes in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs, trade agreements or policies, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. The ultimate impact of these trade measures on the Company's business operations and financial results is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope or nature of such trade measures, and the Company's ability to execute strategies to mitigate the potential negative impacts resulting therefrom. If the Company is unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on the Company's business and results of operations.
The Company’s ability to develop Thacker Pass is governed by the U.S. Mining Act and other laws, with no assurance of title or permit stability, and any contest or regulatory changes could delay development
The U.S. Mining Act and other federal and state laws govern the Company's ability to develop, mine and process the minerals on the unpatented mining claims and/or mill site claims that form Thacker Pass, which are locatable under the U.S. Mining Act. There can be no assurance of title to any of the Company's property interests, or that such title will ultimately be secured. The Company's property interests may also be subject to prior unregistered agreements or transfers or other land claims, and title may be affected by undetected defects and adverse laws and regulations.
The Company cannot guarantee that the validity of its unpatented mining claims will not be contested. A successful contest of the unpatented mining claims could result in the Company being unable to develop minerals on the contested unpatented mining claims or being unable to exercise its rights as the owner or locater of the unpatented mining claims.
The Company must apply for and obtain approvals and permits from federal and state agencies to conduct exploration, development and mining on its properties. Although the Company has applied for and has received, or anticipates receipt of, such approvals and permits for certain areas where the Company owns mineral rights, there is no assurance that the Company's rights under them will not be affected by legislation or amendment of regulations governing the approvals and permits, or that applicable government agencies will not seek to revoke or significantly alter the conditions of the applicable exploration and mining approvals or permits, or that they will not be challenged or impugned by third parties, resulting in delays.
Mineral resource and reserve estimates are inherently uncertain and may be inaccurate
Mineral Resources and Mineral Reserves figures disclosed or otherwise incorporated by reference in this Form 10-K are estimates only. Estimated tonnages and grades may not be achieved if the projects are brought into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized. The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company. Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions, geological interpretation and judgments used in the engineering and estimation processes. Estimates may also need to be revised based on changes to underlying assumptions, such as commodity prices, drilling results, metallurgical testing, production, and changes to mine plans of operation. Any material decrease in estimates of Mineral Resources or Mineral Reserves, or an inability to extract Mineral Reserves could have a material adverse effect on the Company, its business, results of operations and financial position.
Any estimates of Inferred Mineral Resources included in or otherwise incorporated by reference in this Form 10-K are also subject to a high degree of uncertainty, and may require a significant amount of exploration work in order to determine if they can be upgraded to a higher category.
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Opposition could lead to delays or prevent the Project from proceeding, impacting development
Thacker Pass, like many mining projects, may have opponents. Opponents of other mining projects have, in some cases, been successful in bringing public and political pressure against mining projects. Substantial opposition to the Company's mining project could result in delays to project development or business plans, or prevent the project from proceeding at all, despite the commercial viability of the project.
The Mineral exploration and development business has inherent health and safety risks, and non-compliance with related laws could lead to penalties and civil liability
The mineral exploration, development and processing business carries an inherent risk of liability related to worker health and safety, including the risk of government-imposed orders to remedy unsafe conditions, potential penalties for contravention of health and safety laws, requirements for permits and other regulatory approvals, and potential civil liability. Compliance with health and safety laws, and any changes to such laws, and the requirements of applicable permits and other regulatory requirements remains material to the Company's business. The Company may become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to health and safety matters. The occurrence of any of these events or any changes, additions to or more rigorous enforcement of health and safety laws, permits or other approvals could have a significant impact on operations and result in additional costs or penalties. In turn, these could have a material adverse effect on the Company's business, financial condition, results of operations and future prospects.
The novel process for producing lithium carbonate from Thacker Pass has not been demonstrated at commercial scale, posing risks of inefficiencies, unforeseen costs and delays
The processes contemplated by the Company for production of lithium carbonate from a sedimentary deposit such as that of Thacker Pass have not previously been demonstrated at commercial scale. To mitigate this risk, the Company developed the Tech Center in Reno, Nevada, an integrated process testing facility in Reno, Nevada to test the process chemistry. The Tech Center continues to operate based on the Thacker Pass flowsheet processing raw ore to final battery-quality lithium carbonate to produce product samples for potential customers and partners. The results of ongoing test work to de-risk each step of the flowsheet continue to be in line with expectations. However, there are risks that the process chemistry will not be demonstrated at scale, efficiencies of recovery and throughput capacity will not be met, or that scaled production will not be cost effective or operate as expected. In addition, the novel nature of the deposit could result in unforeseen costs, additional changes to the process chemistry and engineering, and other unforeseen circumstances that could result in additional delays to develop the project or increased capital or operating costs from those estimated in the Reports, which could have a material adverse effect on the development of Thacker Pass.
Development of Thacker Pass is highly dependent on the projected demand for lithium-based products, and any failure in market growth or shifts in policies could negatively impact commercial viability
The development of lithium operations at Thacker Pass is highly dependent upon the currently projected demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles and stationary energy storage. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development or expansion of Thacker Pass, its potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects. Finally, policies towards promoting the use of products that rely on the lithium the Company produces may change from time to time.
The success of operations will be affected by the fluctuating market price of lithium products, and failure to meet battery-grade quality or customer specifications could reduce the prices the Company is able to realize for its products and its customer base
The ability to generate profitable operations on Thacker Pass, if and to the extent the project is developed and enters commercial operation, will be significantly affected by the market price of lithium-based end products, such
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as lithium carbonate and lithium hydroxide. The market price of these products fluctuates widely and is affected by numerous factors beyond the Company's control. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. Furthermore, the price of lithium products is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the products produced from the Company's projects do not meet battery-grade quality and/or do not meet customer specifications, pricing will be reduced from that expected for battery-grade products. In turn, the availability of customers may also decrease. The Company may not be able to effectively mitigate against pricing risks for its products. Depressed pricing for the Company's products will affect the level of revenues expected to be generated by the Company, which in turn could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.
In addition, the Company expects risks relating to market conditions including but not limited to potential variability in demand for lithium products and competition in the market by various producers. The strength of market demand for lithium product end-uses cannot be assured. Other developers and producers of lithium are currently active in the production and exploration of lithium resources and could impact the availability and pricing of lithium. Risks also relate to the Company’s assumptions relating to the buildout of the downstream battery supply chain in North America and other countries. The development of such infrastructure may be impacted by various economic factors such as inflation, currency exchange rates, tariffs, availability of capital and financing. A lack of investment or decreased investment in the North American downstream battery supply chain could lead to adverse impacts to the Company’s business, such as by affecting the prices at which the Company is able to sell its products and limiting the number of purchasers seeking to acquire lithium products.
Operational risks such as equipment failures, natural disasters, and regulatory compliance could lead to disruptions and financial impacts despite comprehensive health and safety measures
The Company's operations are subject to all of the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties and associated chemical plants, including an onsite sulfuric acid plant. The Company has implemented a comprehensive suite of health and safety measures designed to comply with government regulations and protect the health and safety of the Company's workforce in all areas of its business. The Company also strives to comply with environmental regulations in its operations. Nonetheless, mineral exploration, development and operations involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Unusual or unexpected formations, formation pressures, fires, power outages, shutdowns due to equipment breakdown or failure, aging of equipment or facilities, unexpected maintenance and replacement expenditures, unexpected material handling problems, unexpected equipment capacity constraints, human error, labor disruptions or disputes, inclement weather, higher than forecast precipitation, flooding, shortages of water, explosions, releases of hazardous materials, deleterious elements materializing in mined resources, cave-ins, slope and embankment failures, landslides, earthquakes and industrial accidents, protests and other security issues, and the inability to obtain adequate machinery, equipment or labor due to shortages, strikes or public health issues such as pandemics, are some of the risks involved in mineral exploration and exploitation activities, which may, if as either a significant occurrence or a sustained occurrence over a significant period of time, result in a material adverse effect. The Company expects to rely on certain third-party owned infrastructure in order to successfully develop and operate its projects, such as power, utility and transportation infrastructure. Any failure of this infrastructure, or problems with achieving agreements that facilitate use of this infrastructure (if any are required), without adequate replacement or alternatives may also have a material impact on the Company.
Ore grade, composition or type at Thacker Pass may be lower quality than expected, which may result in actual production levels being lower than expected.
Thacker Pass could be affected by seasonal factors affecting the business including but not limited to the availability of power resources and water supply, which could be influenced by seasonal variability due to stresses on those resources. The lithium chemicals business also is subject to commercial business cycles and commodities price cycles. If commodity prices decline, a continuing period of lower prices could significantly affect the economic potential of the Company’s properties and result in the Company's decision to cease work at the property.
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Negative cash flows from operations are expected until achievement of profitable production, so the Company is relying on generating profits or raising capital to meet obligations and liabilities.
The Company anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at Thacker Pass. The Company’s ability to continue as a going concern will be dependent upon its ability to generate profits from its proposed operations, or to raise capital through equity or debt financing to continue to meet its obligations and repay its liabilities arising from normal business operations when they come due.
To date, the Company has not generated significant revenues from operations. The Company had negative operating cash flows for the years ended December 31, 2024 and December 31, 2025, and the Company is expected to continue to incur negative operating cash flows through the period of construction, commissioning and ramp-up.
Thacker Pass is the Company’s sole material mining project, meaning failure to develop and operate it successfully could have a significant adverse impact on its business
The Company has only one material mining project, Thacker Pass. Unless it acquires other mineral properties or makes new discoveries for certain areas where the Company owns the mineral rights, the Company will be dependent on Thacker Pass being successfully developed and brought into production. Failure to successfully develop, bring into production and operate Thacker Pass would have a material adverse impact on the Company's business, financial condition, results of operations and prospects. Until such time as the Company acquires or develops other significant assets, the Company will continue to be dependent on the success of its activities at Thacker Pass.
Any non-compliance with stringent environmental regulations could delay or increase the costs
The Company must comply with stringent environmental regulation in the United States. Such regulations relate to many aspects of the project operations for Thacker Pass, including but not limited to water usage and water quality, air quality and emissions, reclamation requirements, biodiversity such as impacts on flora and fauna, disposal of any hazardous substances and waste, tailings management and other environmental impacts associated with its development and proposed operating activities.
Environmental regulations are evolving in a manner that is expected to require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Applicable environmental laws and regulations may require enhanced public disclosure and consultation. It is possible that a legal protest could be triggered through one of these requirements or processes that could delay development activities. Certain U.S. laws allow for third parties to petition regulators for designations that could have the potential of imposing additional mitigation or limitations at Thacker Pass or surrounding areas. The Company is aware of requests to list special status species and to designate traditional historic property in and around Thacker Pass. No assurance can be given that new environmental laws, regulations or actions will not be enacted or that existing environmental laws and regulations will not be applied in a manner that could limit or curtail the Company's development programs. Nor can any assurance be given that current environmental laws and regulations will not be modified, revoked or rescinded as a result of shifting or changing policies, including changes in presidential administrations. Such changes in environmental laws could delay and/or increase the cost of exploration and development of Thacker Pass.
Tailings are a potential environmental risk for the Company as it moves toward production. Tailings are the materials remaining after a target mineral, such as lithium, is extracted from the ore. Tailings management is subject to regulatory requirements and industry best practice standards, as there are a number of environmental risks and water usage requirements associated with them. Given the location of Thacker Pass, which is in an arid, generally flat and less populated region of Nevada, and the design of the mine plans and processes to manage waste and water for Thacker Pass, many of the risks associated with tailings management are expected to be mitigated for the Project. Tailings generated at Thacker Pass will be filtered and stacked, which generally has fewer risks and environmental impacts than other tailings management methods. Nonetheless, risks associated with tailings cannot be eliminated. Certain risks such as the potential failure of water diversion and water impoundment structures and a weather event exceeding the design criteria of water diversion and water
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impoundment structures will continue to exist. The occurrence of any of these events, some of which are heightened risks given the potential effects of climate change, could result in significant impacts to property and the environment. This in turn could restrict operations, result in additional remediation and compliance costs, trigger investigations by regulatory authorities, and have a material adverse effect on the Company's planned operations and financial condition.
Increased focus on sustainability matters could lead to higher costs, reduced profits and litigation risks
Increased attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor, regulatory and societal expectations regarding voluntary and mandatory sustainability-related disclosures may result in increased costs, reduced profits, increased investigations and litigation, negative impacts on stock price and reduced access to capital.
Moreover, while the Company may create and publish voluntary or mandatory disclosures regarding sustainability-related matters from time to time, many of the statements in those disclosures are based on expectations and assumptions or hypothetical scenarios that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions or hypothetical scenarios are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established approach to identifying, measuring and reporting on many sustainability matters. Additionally, disclosures regarding sustainability matters could result in private litigation or government investigation or enforcement action regarding the sufficiency or validity of such disclosures, result in damage to the Company’s reputation, cause its investors or other stakeholders to lose confidence in the Company, or otherwise negatively impact its operations.
Furthermore, certain public statements with respect to sustainability matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social or governance issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities, as well as other parties, related to the risk of potential “greenwashing,” (i.e. misleading information or false claims overstating potential sustainability benefits). More recent political developments could mean that the Company faces increasing criticism or litigation risks. Such sentiment may focus on the Company’s environmental commitments (such as reducing greenhouse gas emissions) or its pursuit of certain employment or business practices or social initiatives that are alleged to be partisan in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments. As a result, the Company may face increased litigation risks from private parties and governmental authorities related to its sustainability efforts.
The lithium production industry is highly competitive, requiring significant capital and resources, and the Company may face challenges in securing financing, personnel, and equipment
The lithium production industry is competitive in all of its phases and requires significant capital, technical resources, personnel and operational experience to effectively compete. Because of the high costs associated with exploration and development, the expertise required to analyze a project's potential and the capital required to develop a mine, larger companies with significant resources may be in a position to compete for such resources and capital more effectively than the Company.
Competition is also intense for mining equipment, supplies, qualified service providers and personnel in all jurisdictions where the Company operates. If qualified expertise cannot be sourced and at cost effective rates in Canada and the United States, the Company may need to procure those services elsewhere, which could result in additional delays and higher costs to obtain work permits.
As a result of such competition, the Company may be unable to maintain or acquire financing, retain existing personnel or hire new personnel, or maintain or acquire technical or other resources, supplies or equipment, all on terms it considers acceptable to complete the development of its projects.
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Global economic and political uncertainties, inflation, and changes in government policies, may adversely affect the Company’s business
Geopolitical conflicts, inflation and other factors continue to impact global markets and cause general economic uncertainty, the impact of which may have a material adverse effect on the Company's business, financial position, results of operations and prospects.
The concerns over general global economic conditions, fluctuations in interest and foreign exchange rates, stock market volatility, geopolitical issues and conflicts, including Russia's war in Ukraine, conflict in the Middle East, including U.S. intervention in Iran, and U.S. involvement in Venezuela, supply chain disruptions and inflation have contributed to increased economic uncertainty and diminished expectations for the global economy. These considerations and others could have impacts on potential inflation, deflation, currency exchange rates, interest rates and other general economic and stock market conditions, which could adversely impact the Company’s business and financial condition. For example, we source a significant majority of the steel used for Thacker Pass from suppliers in the United Arab Emirates, which has been subject to regional hostilities related to the ongoing conflict with Iran. While a substantial portion of the Company’s required steel is already in transit, onsite, or stored in the Company’s laydown yard, we remain exposed to the risk that future shipments may be delayed, disrupted, or canceled as a result of these hostilities or other force‑majeure events.
Changes in governments (at both the federal and state level in the U.S.) and resulting changes in domestic and foreign policy in the jurisdictions in which the Company operates, over the period that Thacker Pass is being developed and operated, may have an adverse impact on the Company’s costs of construction and operations in the form of changes to import and export restrictions, tariffs, trade agreements and trade wars, among other impacts. These events have the potential to have a material adverse effect on the Company's business, financial condition, results of operations and future prospects.
Concerns over global economic and political conditions may also have the effect of heightening many of the other risks described herein, including, but not limited to, risks relating to: fluctuations in the market price of and demand for lithium-based products, the development of Thacker Pass, the terms and availability of financing, cost overruns, geopolitical concerns, and changes in law, policies or regulatory requirements.
Climate change may impact water availability, which could increase litigation, regulatory compliance costs, and physical climate risks could further affect operations and safety
Climate change may impact the sufficiency of water available to support planned Phase 1 operations for Thacker Pass, which may have a material adverse effect on the Company’s business, financial position, results of operations and future prospects. Water management regulations are in place in Nevada where Thacker Pass is located. Water rights have been acquired that are expected to be sufficient to support all Phase 1 operations for Thacker Pass as contemplated by the Reports. However, given the unpredictable impact of climate change on the environment, water levels, weather conditions and weather events, such as drought, in the region where Thacker Pass is located, there is a risk that the aquifers in the watersheds where the Company has acquired water rights to date may not be able to provide enough water for planned operations for the estimated mine life set out in the plan of operations. To reduce the environmental footprint of Thacker Pass, and as a mitigation measure, the processing facility at Thacker Pass has been designed to limit water usage to the extent possible by incorporating recycling technologies. However, going forward, availability of water and water rights at cost effective pricing may become of increasing importance to the Company's operations and prospects, a risk that may be heightened by the potential effects of climate change and this could have a material adverse effect on the Company's operations and prospects.
Risks related to increasing climate change related litigation and regulations may also impact the Company's business and prospects, after production begins at Thacker Pass. The use of low carbon technologies may be more costly in certain instances than non-renewable options in the near-term, or may result in higher design costs, long-term maintenance costs or replacement costs. Additionally, the Company may face increasing operating costs at its projects to comply with increasingly changing climate change regulations.
Climate change risks also extend to the physical risks of climate change. These include risks of variable and extreme precipitation, reduction in water availability or water shortages, extreme weather events, changing temperatures, biodiversity impacts, wildfire, changing sea levels and shortages of resources. These physical risks
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of climate change could have a negative effect on the project site for Thacker Pass, access to local infrastructure and resources, and the health and safety of employees and contractors at the Company's operations. Although the Company has attempted to design project facilities to address certain climate-related risks, the potential exists for these measures to be insufficient in the face of unpredictable climate-related events. As such, climate-related events have the potential to have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Insurance may not protect against all risks associated with environmental and other incidents the Company may experience
In the course of exploration, development and production of mineral properties, certain risks, and in particular, risks related to operational and environmental incidents may occur. Although the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure against all such risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons. Insurance policies maintained by the Company may not be adequate to cover the full costs of actual liabilities incurred by the Company or may not be continued by insurers for reasons beyond the Company's control. The Company maintains liability insurance in accordance with industry standards, and the anticipated costs of environmental reclamation are fully bonded by the Company through a third-party insurer. Reclamation cost estimates and bond submissions are reviewed and approved by the BLM, and the State of Nevada also approves the reclamation cost estimate. Nevertheless, losses from uninsured and underinsured liabilities have the potential to materially affect the Company's financial position, results of operations and prospects.
Concentrated share ownership and rights of certain shareholders may influence corporate actions and diverge from other shareholders’ interests, potentially affecting liquidity and market price, amongst other areas
GM currently holds approximately 4% of the outstanding Common Shares and owns a 38% asset-level interest in Thacker Pass. Additionally, GM has a commercial relationship with the Company in respect of Thacker Pass under the Offtake Agreement and Phase 2 Offtake and possesses oversight and securities offering participation rights in respect of the Company pursuant to the Investor Rights Agreement (as defined below).
The DOE currently holds a warrant providing it with the right to purchase up to 18,268,687 Common Shares (equal to 5% of the Company) and a warrant providing it with the right to purchase 8,656,509,695 non-voting units of the JV (equal to a 5% economic interest in the JV) as of the Issuance Date. Additionally, the DOE has certain registration rights, put and call rights, and an observation right in respect of the JV’s board of directors (the “JV Board”) in connection with such warrants. Finally, the DOE is a creditor of the Company pursuant to the DOE Loan.
As a result of their respective equity interests and investor rights, each of GM and the DOE may have the ability to influence the outcome of corporate actions requiring shareholder approval, including the election of directors of the Company and the approval of certain corporate transactions. There is a risk that the interests of GM and/or the DOE may diverge from those of other shareholders and also discourage transactions involving a change of control, including transactions in which an investor, as a holder of the Company's securities, would otherwise receive a premium for the Company's securities over the then current market price. The holdings and respective rights of GM and/or the DOE could also create a risk that the Company's securities are less liquid and trade at a relative discount compared to circumstances where GM and/or the DOE did not have the ability to influence or determine matters affecting the Company.
GM and the DOE have rights that may affect other security holders and the Company's actions with respect to the development of Thacker Pass through their respective investor and creditor rights, rights as a JV Partner (in the case of GM) and other rights
There can be no certainty that the potential benefits of the JV Transaction will be fully realized. Each of GM and the DOE have certain rights, based upon their respective ownership interests, creditor rights (in the case of the DOE) and production commitments (in the case of GM), which may affect the rights and entitlements of other securityholders of the Company adversely and restrict certain actions of the Company, including with respect to
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board nomination rights, oversight, demand registration and piggy-back registration rights and participation in future equity issuances of the Company. GM also has a commercial relationship with the Company in respect of Thacker Pass and holds a 38% interest in Thacker Pass as of the date hereof.
The DOE is a creditor to the Company and also holds a warrant providing it with the right to purchase at a nominal cost 8,656,509,695 non-voting units of the JV equal to a 5% economic interest in the JV as of the Issuance Date.
GM’s influence over the JV may impact the Company’s ability to continue its development of Thacker Pass on terms previously announced, and, as a result of GM’s membership on the JV Board, coupled with its various consent rights, GM is able to exert significant influence over the results of Thacker Pass (whether through impacting construction, further development decisions, future planning or otherwise). The DOE’s influence over the JV as a result of its warrant over the JV's equity interests and as a creditor through the DOE Loan mean that the DOE may be able to impact the Company’s ability to continue its development of Thacker Pass and to impact the results of Thacker Pass as a result of its protective rights.
The Company’s debt agreements, including the DOE Loan and the Orion Note, contain restrictions that limit its flexibility in operating its business
The Company’s debt agreements contain, and any future indebtedness it incur may contain, various covenants that limit the manner in which the Company operates its business and its ability to engage in specified types of transactions.
These covenants limit the Company’s ability to, among other things:
A breach of any of these covenants could result in a default under one or more of these agreements and, such a default, if not waived, could result in acceleration of the Company’s indebtedness, in which case the debt would become immediately due and payable. If this occurs, the Company may not be able to repay its debt or borrow sufficient funds to refinance it on terms acceptable to the Company, or at all, and its business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, complying with these covenants may also cause the Company to take actions that are not favorable to shareholders and may make it more difficult for it to successfully execute its business strategy and compete against companies who are not subject to such restrictions.
The Company’s share price may fluctuate due to factors beyond its control and may not reflect its operating performance
The market price of the Company’s securities may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond the Company's control. Among the factors that could affect the Company's stock price are: quarterly variations in the Company’s results of operations; changes in market valuations of similar companies and stock market price and volume fluctuations generally; changes in earnings estimates or the publication of research reports by analysts; speculation in the press or investment community about the Company's business or the mining industry generally; strategic actions by the Company or its competitors such as acquisitions or restructurings; regulatory developments; additions or departures of key personnel; the selling price of lithium; general market conditions and broad volatility resulting therefrom; and domestic and international economic, market and currency factors unrelated to the Company’s performance.
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Existing and future financings could materially dilute current shareholders’ interests, impose significant restrictions, increase indebtedness and adversely affect the Company’s financial condition and share price.
The Company has significant capital requirements and may need to access the capital markets to obtain additional short-term and long-term financing in connection with, among other things, the development and operation of Thacker Pass, future exploration, development and acquisition plans, repayment of outstanding indebtedness, issuances and exercises under the Company’s equity incentive plan.
Such financing may be obtained through the issuance of common shares, preferred shares, options, warrants, other equity securities of equal or senior rank, convertible debt securities, or by way of project level investments, offtake and royalty arrangements, debt instruments or other financing vehicles and may not require shareholder approval. Under certain circumstances, the Company may also issue common shares to GM and/or the US DOE in connection with the JV, which could further dilute the Company’s ownership interest in the Thacker Pass. Existing and future equity financing arrangements could materially dilute existing shareholders’ ownership interests, decrease the amount of cash available for dividends payable on common shares or be nil, decrease the relative voting of outstanding common shares, decrease the value of the Company’s securities, and reduce the value of their investment.
Future equity issuances or the conversion or exercise of outstanding notes, warrants, restricted share units, or other convertible securities, including further conversion of the Orion Note and the issuance of warrants to the DOE that may be convertible into a significant number of common shares, could result in substantial dilution and decline in the market price of the Company’s common shares. In connection with the Orion Investment, the Company also agreed to enter into and entered into a registration rights agreement with Orion pursuant to which the Company agreed, among other things, to register for resale any shares issued upon conversion of the Orion Note. Pursuant to the obligations set forth in the Registration Rights Agreement, dated April 1, 2025, by and among the Company and an entity affiliated with Orion, the Company has registered for resale by Orion up to 43,707,080 common shares, of which, 25,793,651 common shares were issued upon conversion in 2025. Additionally, the Company has issued certain warrants to the DOE, which will be convertible pursuant to their terms into common shares in an amount that may equal up to approximately 13% of the Company’s issued and outstanding common shares. In connection with the issuance of such warrants, the company entered into a registration rights agreement with the DOE pursuant to which the Company agreed to file a registration statement to register the resale of the common shares underlying the warrants.
Sales of common shares by the Company or its shareholders, or the perception that such sales may occur, could cause the market price of the Company’s common shares to decline and make it more difficult to raise capital on favorable terms. The Company cannot predict the size of future issuances or sales of the Company’s common shares or the effect, if any, that future issuances and sales of the Company’s common shares will have on the market price of the Company’s common shares.
Any indebtedness could require the Company to dedicate a substantial portion of its future cash flows to debt service thereby reducing cash flow available for operating and business activities; limit management’s flexibility in operating the business and responding to changing market conditions; increase the Company’s vulnerability to economic downturns; restrict the Company’s ability to obtain additional financing, make investments, sell assets, lease equipment or engage in business combinations; increase the Company’s vulnerability to interest rates as the rates applicable to outstanding indebtedness may vary with prevailing interest rates; place the Company at a competitive disadvantage relative to competitors with less leverage and restrictive terms from indebtedness; and increase the risk of default on its debt obligations.
The Company’s ability to obtain additional financing on acceptable terms, or at all, will depend on various factors, including capital market conditions, interest rates, investor sentiment and the Company’s operating performance. Failure to secure financing when needed could require the Company to postpone, reduce, abandon or terminate development or operations at Thacker Pass, result in dilution of its ownership interest, and have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and prospects.
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The Company cannot generate earnings or pay dividends while Thacker Pass is in development, posing a risk to investors who may not see returns for the foreseeable future
No dividends on common shares were paid by Old LAC since incorporation to the date of the Separation, or by the Company after the Separation. The Company currently has no ability to generate earnings as Thacker Pass is in the development stage. If the development of Thacker Pass is successfully completed, the Company anticipates that it will retain its earnings and other cash resources for repayment of debt, future operations and the ongoing development of its business. As such, the Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Company's board of directors (the “Board”), which will consider many factors including the Company's operating results, financial condition and anticipated cash needs. For these reasons, the Company may never pay dividends. In addition, the Company’s ability to pay dividends is, and may be in the future, limited by covenants contained in the DOE Loan, the JV Transaction documents, and the Orion Note, as well as other indebtedness it or its subsidiaries may incur in the future. Therefore, any return on investment in the Company’s Common Shares is solely dependent upon the appreciation of the price of its Common Shares on the open market, which may not occur.
Challenges in securing intellectual property protection could leave the Company vulnerable to competition, potentially diminishing the commercial potential of its proprietary technologies
The Company’s success relies in part on its ability to secure and maintain intellectual property protection for proprietary extraction processes. The Company strives to protect its intellectual property rights by taking steps to keep trade secrets and other material proprietary information confidential and, when appropriate, filing patent applications in key jurisdictions, including the U.S. The process of obtaining patents is expensive, time-consuming and uncertain. The Company may fail to identify patentable aspects of its innovations, or fail to do so in a timely manner, potentially missing opportunities to secure meaningful protection. Certain protections that the Company takes to secure its material proprietary information, such as contractual commitments, may not be adequate. Additionally, high costs, delays or changes in patent laws could limit the scope of protection, leaving the Company more vulnerable to competition and diminishing the commercial potential of its proprietary technologies.
The Company also licenses technology from third parties and has limited control over the protection and enforcement of such technology, including the preparation, filing, and enforcement of any associated patents. Furthermore, patent filings or enforcement actions in other jurisdictions could affect the validity or scope of the Company’s intellectual property rights in primary markets, weakening its competitive position. Patent laws vary significantly across jurisdictions and international protections may differ from than those available in the U.S.
There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights, or will at all times have access to all intellectual property rights that are required to conduct its business or pursue its strategies, or that the Company will be able to adequately protect itself against any intellectual property infringement claims. If the Company fails to prosecute or defend any such claims, in addition to monetary damages, it may lose valuable intellectual property rights or valuable personnel. There is also a risk that the Company's competitors could independently develop similar technology, processes or know-how; that the Company's trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will not be broad enough to protect the Company's intellectual property rights; or, that foreign intellectual property laws will not adequately protect such rights. Any actual or perceived failure to adequately secure or protect the Company's intellectual property, litigation regardless of outcome, or regulatory challenges, could result in damage to the Company’s financial condition, operation, prospects or reputation, all of which could have a material adverse effect on the Company's business.
The Company’s success depends on its ability to attract and retain key management, technical, construction and mining personnel in a highly competitive labor market, and any failure to do so could delay its projects and adversely affect its business
The Company’s future growth and operational success depend heavily on the continued service of its key officers, employees and consultants, as well as its ability to recruit, train and retain additional skilled personnel as development and construction activities expand. The market for qualified talent in the mining, construction and related technical fields is highly competitive at both the regional and national levels, with shortages of experienced personnel relative to demand. At the operational level, labor shortages in the Humboldt County area or the
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inability to attract and train personnel to work in the region could materially impact the execution of construction and operating plans at Thacker Pass.
The Company relies on a skilled, unionized workforce for construction and competes with other construction projects and mining companies for qualified managerial employees and skilled labor. Increased competition from other mining or infrastructure projects, particularly in the regions where the Company operates, may result in labor shortages, increased wage and benefit costs, or difficulties in recruiting and retaining personnel. Inflationary pressures on wages, increases in union-agreed compensation, and shortages of qualified workers are largely beyond the Company’s control and may increase operating and construction costs that the Company may not be able to offset.
To remain competitive, the Company may need to offer higher compensation packages and enhanced training and development opportunities, which could increase costs. Any prolonged inability to retain key personnel, attract new talent, or secure sufficient skilled labor could delay or suspend construction or operations, disrupt execution of the Company’s strategy, and have a material adverse effect on its business, financial condition, results of operations and prospects. In addition, the Company does not maintain “key-man” insurance for its directors, officers or key employees, and the loss of any such individuals could further adversely affect the Company.
Reliance on consultants and other third parties for expertise may result in delays or increased costs if their work is found to be incorrect or inadequate
The Company has relied on, and may continue to rely on, consultants and other third parties for expertise in mineral exploration, development, operations, and other business activities. The Company believes that those consultants are competent and that they have carried out their work in accordance with internationally recognized industry standards. However, if the work conducted by those consultants is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in developing its properties, either of which could adversely affect its business, financial condition or results of operations.
Compliance with regulatory requirements and potential litigation resulting therefrom could be costly, time-consuming and have a significant adverse impact on business and financial condition
The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business, as a result of its status as a publicly traded company and because of its mining exploration and development business. For example, litigation related to environmental and climate change-related matters, and sustainability disclosure is also on the rise. The occurrence and outcome of any legal proceedings cannot be predicted with any reasonable degree of certainty due to the inherently uncertain nature of litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. Defense and settlement costs of legal claims can be substantial, even with respect to claims that are determined to have little or no merit.
Litigation may be costly and time-consuming, and can divert the attention of management and key personnel away from day-to-day business operations. The Company and its projects are, from time-to-time, subject to legal proceedings or the threat of legal proceedings. If the Company were to be unsuccessful in defending any material claims against it, or unable to settle such claims on a satisfactory basis, the Company may be faced with significant monetary damages, injunctive relief or other negative impacts that could have a material adverse effect on the Company's business and financial condition. To the extent the Company is involved in any active litigation, the outcome of such matters may not be determinable, and it may not be possible to accurately predict the outcome or quantum of any such proceedings at a given time.
The Company’s growing dependence on complex digital systems and third-party technologies increases exposure to evolving cybersecurity threats that could disrupt operations, result in financial, legal, and reputational harm, and require ongoing investment and governance oversight to mitigate
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The Company’s increasing reliance on internally managed and third-party digital technologies to conduct business operations exposes it to significant cybersecurity risk. These systems support the recording and processing of operational and financial data and enable communication with business partners. The Company’s complex technology landscape and its dependencies on both internal and external systems heighten exposure to system failures, security breaches, ransomware, phishing, credential theft, social engineering, and other sophisticated cyberattacks. Some attacks may go undetected for extended periods. As the Company begins operations and production, it must also implement new information systems, creating additional risks such as implementation delays, execution failures, staffing challenges, cost overruns, data loss or compromise, and potential introduction of new cybersecurity vulnerabilities.
A successful cybersecurity incident could result in loss or unauthorized disclosure of intellectual property or sensitive data, operational disruptions including impacts to safety systems, damage to financial reporting processes, privacy violations, reputational harm, legal liabilities, regulatory scrutiny, and significant remediation costs. While the Company maintains cyber insurance coverage, policies contain limitations and may not cover all potential losses, including reputational damage or regulatory fines, and therefore may not fully mitigate financial exposure. Compliance with evolving data privacy and regulatory requirements also requires substantial resources, and failure to comply could result in legal, financial, and reputational consequences.
The Company mitigates cybersecurity risk through a structured program integrated into enterprise risk management and overseen by the Audit and Risk Committee, leveraging National Institute of Standards and Technology and Center for Internet Security based frameworks, periodic maturity assessments, and independent third-party testing. It maintains layered security controls including multi-factor authentication, centralized threat monitoring, endpoint protection, privileged access management, rapid patching, phishing simulations, and an incident response plan.
Despite these mitigation efforts, significant technology and cybersecurity risks still exist and the Company may need to increase investment as threats evolve in severity and sophistication. A material cybersecurity incident could disrupt operations, impair financial reporting and decision-making, result in regulatory penalties or litigation, damage the Company’s reputation, and materially adversely affect its business, financial condition, and results of operations.
Incorporation in a jurisdiction outside the U.S. may make it difficult or impossible for U.S. investors to serve process for civil liabilities in the U.S.
The Company is incorporated in a jurisdiction outside the U.S. In addition, certain of the directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents will be located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon the Company or certain directors and officers or to enforce a judgment against the Company for civil liabilities in U.S. courts. In addition, investors should not assume that courts in the country in which the Company is incorporated (1) would enforce judgments of U.S. courts obtained in actions against the Company based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against the Company based on those laws.
If certain Canadian Tax requirements are not met, the Company and Lithium Argentina could be subject to substantial tax liabilities resulting from the Separation
In connection with the Arrangement, Old LAC applied for and received certain advance income tax rulings in Canada and the United States (together, the “Tax Rulings”). The Canadian Tax Ruling requested from Canadian tax authorities and received on July 12, 2023 requires, among other things, that the transfer of LAC North America comply with all requirements of the public company “butterfly” rules in section 55 of the Income Tax Act (Canada) (the “Tax Act”). Although the Arrangement was structured to comply with these rules, there are certain requirements of these rules that depend on events occurring after the Arrangement was completed or that may not be within the control of the Company and/or Lithium Argentina. For example, under section 55 of the Tax Act, the Company and/or Lithium Argentina will recognize a taxable gain on the transfer by Old LAC of LAC North America if: (i) a “specified shareholder” of the Company or of Lithium Argentina disposes of Company or Lithium Argentina shares (or property that derives 10% or more of its fair market value from such shares or property substituted therefor) to an unrelated person or partnership as part of the series of transactions which includes the
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transfer by Old LAC of LAC North America, (ii) there is an acquisition of control of the Company or Lithium Argentina that is part of the series of transactions that includes the transfer by Old LAC of LAC North America, (iii) a person unrelated to the Company acquires (generally otherwise than as a result of a disposition in the ordinary course of operations of the Company), as part of the series of transactions that includes the transfer by Old LAC of LAC North America, property acquired by the Company on the Separation that has a fair market value greater than 10% of the fair market value of all property received by the Company on the Separation, (iv) a person unrelated to Lithium Argentina acquires (generally otherwise than as a result of a disposition in the ordinary course of operations of Lithium Argentina), as part of the series of transactions that includes the transfer by Old LAC of LAC North America, property retained by Lithium Argentina on the Separation that has a fair market value greater than 10% of the fair market value of all property retained by Lithium Argentina on the Separation, or (v) certain persons acquire shares of Lithium Argentina (other than in specified permitted transactions) in contemplation of, and as part of the series of transactions that includes, the transfer by Old LAC of LAC North America. If these requirements are not met, the Company and/or Lithium Argentina would recognize a taxable gain in respect of the transfer by Old LAC of LAC North America to the Company as part of the Separation. If incurred, these tax liabilities could be substantial and could have a material adverse effect on the financial position of the Company and/or Lithium Argentina. Under the terms of the Tax Indemnity and Cooperation Agreement (as defined below), the Company and Lithium Argentina would generally be required to indemnify the other party for any such tax if it is the result of the indemnifying party (or its affiliates) breaching its covenant not to take any action, omit to take any action or enter into a transaction that could cause the Arrangement or any related transaction to be treated in a manner inconsistent with the Canadian Tax Ruling.
Certain events could cause the Arrangement to lose its intended tax-free status, leading to significant U.S. federal income tax liabilities for U.S. Shareholders
In connection with the Arrangement, Old LAC received a U.S. Tax Ruling from the IRS on July 13, 2023 substantially to the effect that the receipt of Common Shares by the Company’s shareholders pursuant to the Arrangement will be tax-free for U.S. federal income tax purposes under Section 355(a) of the Code. The U.S. Tax Ruling relies on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of Lithium Argentina and the Company (including those relating to the past and future conduct of Lithium Argentina and the Company). Notwithstanding the receipt of the U.S. Tax Ruling, the IRS could determine on audit that receipt of Common Shares by the Company’s shareholders was treated as a taxable transaction if the IRS determines that any of the facts, assumptions, representations, statements or undertakings upon which the U.S. Tax Ruling was based are inaccurate or have been violated. If the IRS were successful in taking this position, the receipt of Common Shares by the Company’s shareholders pursuant to the Arrangement may be treated as a taxable dividend from the Company or capital gain with respect to such shareholders' ownership of Common Shares for U.S. federal income tax purposes, in which case U.S. Shareholders may be subject to significant U.S. federal income tax liabilities. In addition, certain events that may or may not be within the control of the Company could cause the Arrangement to subsequently fail to qualify as generally tax-free for U.S. federal income tax purposes under Section 355(a) of the Code, resulting in the receipt of Common Shares by the Company’s shareholders pursuant to the Arrangement being taxable to U.S. Shareholders as described immediately above. Accordingly, the Company cannot provide assurance that the intended U.S. tax treatment will be achieved or that U.S. Shareholders will not incur substantial U.S. federal income tax liabilities from the receipt of Common Shares pursuant to the Arrangement.
The Company faces restrictions to maintain tax-free status for shareholders, limiting its ability to pursue certain strategic transactions
As described above, pursuant to the U.S. Tax Ruling received from the IRS, it has been expected that the receipt of Common Shares by the Company’s shareholders pursuant to the Arrangement would be tax-free for U.S. federal income tax purposes under Section 355(a) of the Code. To preserve the intended U.S. federal income tax treatment of the receipt of Common Shares by the Company’s shareholders pursuant to the Arrangement, Lithium Argentina and the Company agreed in the Tax Indemnity and Cooperation Agreement to be restricted, except in specific circumstances, from taking or failing to take certain actions that could cause the receipt of Common Shares by the Company’s shareholders pursuant to the Arrangement to be taxed in a manner that is inconsistent with the manner provided for in the U.S. Tax Ruling. These restrictions may limit the ability of the Company to pursue certain strategic transactions or other transactions that it believes to be in the best interests of its
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shareholders or that might increase the value of its business for three years following the completion of the Arrangement.
Changes in U.S. and Canadian tax laws could increase the Company’s tax liabilities
The Company is subject to various complex and evolving U.S. and Canadian federal, state, local and provincial tax laws and other non-U.S. and non-Canadian tax laws. Changes to applicable tax laws and regulations or exposure to additional income tax liabilities (including the imposition of new or increased taxes) could adversely affect the Company’s operating results and cash flows. U.S. and Canadian federal, state, local and provincial tax laws and other non-U.S. and non-Canadian tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to the Company, in each case, possibly with retroactive effect. Any significant variance in the Company’s interpretation of current tax laws or a successful challenge of one or more of the Company’s tax positions by the IRS, Canada Revenue Agency (“CRA”) or other tax authorities could increase the Company’s future tax liabilities and adversely affect the Company's business, financial condition, results of operations and prospects.
In addition, the Organisation for Economic Co-operation and Development, together with the G20 countries, has committed to reduce perceived abusive global tax avoidance, referred to as base erosion and profit shifting (“BEPS”). As part of this commitment, an action plan has been developed to address BEPS with the aim of securing revenue by realigning taxation with economic activities and value creation by creating a single set of consensus-based international tax rules dealing with various matters, such as the definition of permanent establishment and the taxation of hybrid instruments. As part of the BEPS project, a multilateral instrument (“MLI”) intended to allow participating jurisdictions to swiftly modify their bilateral tax treaties to facilitate various BEPS initiatives has been ratified by a significant number of countries, including Canada. Also consistent with adoption of BEPS, Canada has enacted legislation (i) implementing excessive interest and financing expense limitation (“EIFEL”) rules, which limit interest and financing expenses deductions in certain circumstances, (ii) addressing hybrid mismatch arrangements and (iii) implementing the Global Minimum Tax Act (the “GMTA”), which imposes a 15% global minimum tax on large multinational enterprise groups with global consolidated revenues over €750 million. If the Company is subject to the GMTA, the Company would be liable to pay a top-up tax when the effective tax rate in a jurisdiction is below the 15% minimum rate. The BEPS project (including the foregoing initiatives) and the MLI could have a material adverse impact on the taxation of the Company’s operating results and cash flows and could also give rise to additional reporting and disclosure obligations.
Any indemnification claims related to the Separation may have a material adverse effect upon the Company
Pursuant to the Tax Indemnity and Cooperation Agreement, Lithium Argentina and the Company agreed to a number of representations, warranties and covenants, including agreeing to indemnify and hold harmless the other party against any loss suffered or incurred resulting from, or in connection with, a breach of certain tax-related covenants. Any indemnification claim against the Company could be substantial, may not be able to be satisfied and may have a material adverse effect upon the Company.
If classified as a PFIC, U.S. shareholders may face greater tax liabilities, interest charges and additional reporting obligations, impacting their overall tax situation
If the Company is classified as a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes, a U.S. shareholder who owns Common Shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes deemed deferred and additional U.S. tax reporting obligations. In general, a non-U.S. corporation will be a PFIC during a taxable year if, after applying certain look-through rules, either (i) 75% or more of its gross income constitutes passive income or (ii) 50% or more of its assets produce, or are held for the production of, passive income. Passive income generally includes interest, dividends, and other investment income.
39
The Company could be classified as a PFIC in 2026 or future taxable years. The determination of whether the Company is a PFIC is a factual determination that depends upon the composition of its income, assets and operations and the fair market value of such assets over the course of each taxable year and, accordingly, can only be made as of the close of each taxable year. The PFIC determination also depends, in part, upon the application of complex U.S. federal income tax rules that are subject to varying or differing interpretations. Thus, there can be no assurance that the Company will not be classified as a PFIC for any taxable year, or that the United States Internal Revenue Service (the “IRS”) or a court will agree with the Company's determination as to its PFIC status.
Under the PFIC rules, unless a U.S. shareholder makes certain U.S. federal income tax elections (which elections could have adverse consequences), such U.S. shareholders would be liable to pay U.S. federal income tax at the then-prevailing income tax rates on ordinary income plus interest on excess distributions and on any gain from the disposition of the Common Shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period for the Common Shares. Certain elections (such as a qualifying election fund (“QEF”) election or “mark-to-market” election) may be available that would result in alternative treatments of the Common Shares. The U.S. federal income tax treatment of the Common Shares that a U.S. shareholder received pursuant to the Arrangement is not entirely clear for purposes of the PFIC rules. Because U.S. shareholders can be treated as holding stock of a PFIC in periods prior to the Arrangement, U.S. shareholders may not be able to make a timely pedigreed QEF election with respect to Common Shares received pursuant to the Arrangement and may be subject to the adverse U.S. tax treatment described above.
Current and prospective investors who are U.S. shareholders are urged to consult their own tax advisors regarding the application of the PFIC rules, including the related reporting requirements and the advisability of making any available election under the PFIC rules, with respect to their ownership and disposition of Common Shares, including any Common Shares received pursuant to the Arrangement.
The Company’s financial performance depends in part on the continued availability of tax credits relating to the production of critical minerals, which if not available, could limit the Company’s revenue once commercial production is reached and harm the Company’s business and financial condition
The range and duration of U.S. federal, state and local government incentives and regulations varies widely by jurisdiction. One method by which the U.S. federal government provides incentives relating to the production of critical minerals is in the form of tax credits. The Inflation Reduction Act of 2022 (the “IRA”), signed into law in August 2022, introduced the advanced manufacturing production credit under Section 45X of the Code (the “Section 45X Credit”), a tax credit established to support the domestic production of eligible critical minerals, including lithium. The Company expects to benefit from the Section 45X Credit from domestic production of lithium by reducing federal tax, by selling the Section 45X Credit, or by applying for “direct pay” from the U.S. government. The calculation of the amount of the Section 45X Credit, however, is not certain, and there is no guarantee that the Company’s calculation of its Section 45X Credit in the future will not be challenged by the IRS. Any changes or modifications to the Section 45X Credit or the monetization thereof, including phase outs or expirations and any associated changes to guidance or legal interpretations, may adversely affect the economics of the Company.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law and significantly modified, and in some cases, repealed, certain provisions originally established under the IRA. The OBBBA preserved the Section 45X Credit for eligible critical minerals, including lithium, but it introduced a phase out with respect to critical minerals over several years for production occurring after December 31, 2030 and imposed prohibited foreign entity (“PFE”) restrictions on taxpayers otherwise seeking to claim the Section 45X Credit.
The PFE restrictions disallow tax credits, including the Section 45X Credit, to taxpayers that are owned, controlled, or influenced by certain foreign entities, make payments to such entities, or are effectively controlled by such entities. Such ownership can be established through direct ownership, aggregated ownership, or stock attribution, and influence can occur in certain cases in which debt is issued to such foreign entities. “Effective control” is a broad concept and can occur through the grant of rights in agreements or licensing rights that are otherwise retained by such PFEs.
The PFE restrictions also apply to the use of certain critical minerals and taxpayers that receive “material assistance” from certain PFEs. Material assistance can be found to occur if a certain amount of foreign goods
40
provided by a PFE is included in the Company’s product. These rules may require supply chain modifications, thereby potentially increasing costs and reducing demand, or restricting the Company’s access to tax credits. Preliminary interim guidance has been released by the U.S. Department of Treasury and IRS that further clarified methods for calculating material assistance cost ratios and provided a safe harbor for purposes of determining a taxpayer’s material assistance from a PFE. The U.S. Department of Treasury and the IRS have indicated that more comprehensive guidance relating to PFE limitations is forthcoming, which will be relevant to the Company’s business and operations.
The full implication of the OBBBA as it relates to tax credit modifications and PFE restrictions, its accompanying guidance, and potential future changes in law that may impact the Company’s business and operations cannot be known with certainty, and the Company may not recognize the Section 45X Tax Credits it currently anticipates.
Item 1B: Unresolved Staff Comments
None.
Item 1C: Cybersecurity
Cybersecurity Risk Management and Strategy
The Company operates across a complex and interconnected digital landscape and recognizes the ongoing need to identify, assess and manage material risks associated with information technology (“IT”) assets and operations. As part of the Company’s business operations, it may collect and store sensitive information, including proprietary and confidential business data, intellectual property, third-party information, employee details and other personal information.
The Company’s risk management processes are
Key elements of the Company's cybersecurity risk management program include:
41
As of the date of this Annual Report, though the Company and the third parties with whom it does business have experienced certain cybersecurity incidents, the Company
Cybersecurity Governance
With regards to cybersecurity risk assessment and management, from January 2025 to June 2025,
The IT Security Department, in conjunction with third party security operations, and cybersecurity services, monitors the prevention, detection, mitigation and remediation of cybersecurity risks and incidents through various means, which may include threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged, and alerts and reports produced by security tools deployed in the IT environment.
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Item 2: Properties
The information on the Company’s primary asset, Thacker Pass, contained in this Form 10-K Item 2: Properties section has been derived from the Reports, is subject to certain assumptions, qualifications and procedures described in the Reports, some of which are not fully described herein, and is qualified in its entirety by the full text of the Reports.
Reference should be made to the full text of the Reports, effective December 31, 2024, which is filed as Exhibit 96.1 to this Annual Report and incorporated by reference herein. The S-K 1300 Technical Report is also available for viewing on the Company’s profile on EDGAR at www.sec.gov. The NI 43-101 Technical Report is also available for viewing on the Company’s profile on SEDAR+ at www.sedarplus.ca. All capitalized terms used in the disclosure below that are not otherwise defined shall have the meanings ascribed thereto in the Reports, as applicable.
The following description is taken from the Reports, and also includes certain information updated from the time of the filing of the Reports in accordance with the requirements of S-K 1300. For developments subsequent to December 31, 2025, refer to Part I – Item 1: Business – Organizational History and Recent Developments in this Form 10-K.
Thacker Pass Summary
In April 2025, the final investment decision was declared and Thacker Pass proceeded with major construction of the processing plant. For an overview and update on construction progress, refer to Part I – Item 1: Business – Thacker Pass Overview in this Form 10-K. As of December 31, 2025, approximately 150 acres have been disturbed at Thacker Pass in connection with construction activities. Among other things, construction is focused on the lithium processing facility and sulfuric acid plant, in addition to the development of permanent roads and entryways.
Thacker Pass is currently owned by a JV between LAC, which has a 62% ownership, and GM, which has a 38% ownership (in each case, subject to the exercise of the JV Warrant). On January 30, 2026, the Company issued the JV Warrant to the DOE, which have not been exercised as of the date of this Form 10-K. For more information on the JV, refer to Part I – Item 1: Business – Organizational History and Recent Developments in this Form 10-K.
Refer to Item 1A: Risk Factors for risks related to Thacker Pass.
Technical Report
The primary purpose of the Reports was to provide an update of the Mineral Resource and Mineral Reserve estimates to incorporate data from 97 drills completed in 2023. The updated Mineral Reserve supported an expansion plan across five phases for total designed nominal capacity rate of approximately 160,000 t/y of lithium carbonate over an 85 year mine life. The Reports also included estimated capital costs, operating costs, reclamation and closure costs, royalties, taxes and economic analysis, as well as current status of the permits.
Property Description and Location
Thacker Pass is located in Humboldt County in northern Nevada, approximately 100 km north-northwest of Winnemucca, approximately 33 km west-northwest of Orovada, Nevada, and 33 km south of the Oregon border. It is situated within Township 44 North (T44N), Range 34 East (R34E), and within portions of Sections 1 and 12; T44N, R35E within portions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17; and T44N, R36E, within portions of Sections 7, 8, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 29. The Project area is located on the United States Geological Survey (USGS) Thacker Pass 7.5-minute quadrangle at an approximate elevation of 1,500 m. Entrance to the Project can be found at 41o 41’ 40.6” N 118o 02’ 4.3” W.
The Thacker Pass area encompasses approximately 7,900 ha and lies within and is surrounded by public lands administered by the BLM. The Thacker Pass mineral claims include the anticipated lithium claystone mining at the Thacker Pass deposit along with certain ancillary surface rights; the claims encompass an area previously referred to as the Stage I area of the Kings Valley Lithium Project. The surrounding area is sparsely populated and used primarily for ranching and farming.
Access to Thacker Pass is via the paved US Highway 95 and paved State Route 293; travel north on US-95 from Winnemucca, Nevada, for approximately 70 km to Orovada, Nevada and then travel west-northwest on State
43
Route 293 for 33 km toward Thacker Pass to the Thacker Pass site entrance. Driving time is approximately one hour from Winnemucca, and 3.5 hours from Reno. On-site access is via several gravel and dirt roads off of State Route 293. The closest international airport is located in Reno, Nevada, approximately 370 km southwest of Thacker Pass. The nearest railroad access is in Winnemucca, Nevada.
As at December 31, 2025, the net book value for the Thacker Pass property was $1,328.6 million.
Mineral Tenure
Thacker Pass is comprised of 2,829 unpatented mining claims and 39 mill site claims (together, the “Thacker Mining Claims”) owned or controlled by LN. LAC also owns 64.75 ha of private property in the Project area. LN and its affiliate KV Project LLC are the record owners of the Thacker Mining Claims and LAC’s unpatented mineral claims in the Montana Mountains.
Unpatented mining claims provide the holder with the rights to all locatable minerals on the relevant property, including lithium. The rights include the ability to use the claims for prospecting, mining or processing operations, and uses reasonably incident thereto, along with the right to use so much of the surface as may be necessary for such purposes or for access to adjacent land. This interest in the Thacker Mining Claims remains subject to the paramount title of the U.S. federal government. The holder of an unpatented mining claim maintains a perpetual entitlement to the claim, provided it meets the obligations for maintenance thereof as required by the Mining Act of the United States of America (the “Mining Act”) and associated regulations. The holder of unpatented mining claims maintains the right to extract and sell locatable minerals, which includes lithium, subject to regulatory
44
approvals required under Federal, State and local law. In Nevada, such approvals and permits include approval of a plan of operations by the BLM and environmental approvals.
At this time, the principal obligation imposed on LN in connection with holding the Thacker Mining Claims is to pay an annual maintenance fee, which represents payment in lieu of the assessment work required under the Mining Act, along with associated administrative filings. All obligations for the Thacker Mining Claims in Nevada, including annual fees for 2025-26 to the BLM and Humboldt County, have been fulfilled.
Royalties
Certain of the Thacker Mining Claims are subject to a 20% royalty payable to Cameco Global Exploration II Ltd. solely in respect of uranium (the “Uranium Royalty”). In addition to the Uranium Royalty, Thacker Pass is subject to a royalty on net revenue produced directly from ore, subject to a buy-down right. This royalty was granted to MF2, LLC (“MF2”), a subsidiary of Orion Mine Fine Finance (Master) Fund I LP (f/k/a RK Mine Finance (Master) Fund II L.P.) in 2013. MF2 subsequently transferred 60% of the royalty to Alnitak Holdings, LLC. This royalty has been included in the economic model on the assumption that the Thacker Pass owner will exercise its buy-down right to reduce the royalty from 8.0% to 1.75% by making an upfront payment of $22 million in or prior to the first year of operations. Under the current lithium carbonate pricing assumption the ongoing annual royalty payments will average $422/t lithium carbonate sold over the 85-year LOM (base case).
In April 2025, Orion entered into a PPA with the Company. Under the terms of the PPA, Orion will receive (i) fixed payments of $0.128 per tonne ($0.152 per tonne if the Delayed Draw Notes (as defined below) have been drawn) of the total lithium processed each year at Thacker Pass for a period of 72 quarters after first production, and (ii) variable payments of 0.96% (1.14% if the Delayed Draw Notes have been drawn) of total gross revenue in perpetuity, with the fixed and variable portions both applying to the first 41,500 tonnes of lithium processed each year, subject to certain adjustments relating to Thacker Pass total Phase 1 project costs. The production payments are subject to certain adjustments relating to the tonnage of battery-grade lithium carbonate equivalent sold. The variable payments are also subject to certain adjustments related to the future price of lithium. The PPA has not been included in the economic model of the Reports.
Permitting and Reclamation Obligations
In 2021, BLM approved a reclamation cost estimate for the Thacker Pass plan of operations of $47.6 million. Financial assurance in the amount of $13.7 million for the initial work plan was placed with the agency in February 2023 prior to initiating construction with the remaining amount to be placed as construction activities progress. The NDEP-BMRR approved the PoO with the issuance of draft Reclamation Permit 0415. On February 25, 2022, the NDEP-BMRR and then issued the final Reclamation Permit 0415. On June 25, 2024, the BLM approved a modification to the PoO, which included an updated facility layout and the addition of the countercurrent decantation circuits. A modified Reclamation Permit was issued by NDEP-BMRR in Q4 2024. The BLM requires the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining concludes. The financial guarantee was placed in February 2025 and approved by the BLM in March 2025.
Thacker Pass is located on public lands administered by the U.S. Department of the Interior, BLM. Construction of Thacker Pass requires permits and approvals from various Federal, State, and local government agencies. All major federal, state and local permits and authorizations for Phase 1 have been achieved and there are no identified issues that would prevent LAC from achieving all permits and authorizations for Phase 1 and 2 of Thacker Pass. Additional analysis would be needed to determine any potential Federal, State or local regulatory or permitting issues for future phases of Thacker Pass.
History
In 1975, Chevron USA (“Chevron”) began an exploration program for uranium in the sediments located throughout the McDermitt Caldera (“McDermitt Caldera”), a 40km x 30km geological formation straddling the Oregon-Nevada border, which includes Thacker Pass. Early in Chevron’s program, the USGS (who had been investigating lithium sources) alerted Chevron to the presence of anomalous concentrations of lithium associated with the caldera. Though uranium remained the primary focus of exploration, Chevron added lithium to its assays in 1978 and 1979, began a clay analysis program and obtained samples for engineering work. Results supported the high lithium concentrations contained in clays. From 1980 to 1987, Chevron began a drilling program that focused on lithium targets and conducted extensive metallurgical testing of the clays to determine the viability of lithium extraction.
45
In 1991, Chevron sold its interest in the claims to Cyprus Gold Exploration Corporation who allowed the claims to lapse. Jim LaBret, a claim owner who received exploration data from Cypress Gold Exploration Corporation, leased his claims in 2005 to Western Energy Development Corporation (“WEDC”).
In 2007, WEDC leased the mining claims to Western Lithium Corporation (“WLC”) for the purpose of lithium exploration and exploitation.
In 2016, WLC changed its name to Lithium Nevada Corp, a U.S. subsidiary of Lithium Americas.
In Q4 2024, LAC and GM established a joint venture for ownership of the Project. GM acquired a 38% asset-level ownership in Thacker Pass, with LAC retaining a 62% interest.
On January 30, 2026, in accordance with the terms of the OWCA, the Company issued to the DOE: (i) the LAC Warrant and (ii) JV Warrant. Each of the LAC Warrant and the JV Warrant shall be automatically exercised in full on a cashless basis immediately prior to expiration, and the LAC Warrant shall additionally be exercised in full via cashless exercise on the 12-month anniversary of the Issuance Date and on each one-year anniversary of such date thereafter if the VWAP of the Common Shares over the 15 Trading Days ending immediately prior to such date exceeds $30.00 per share (as adjusted). As of the date of this Form 10-K, the DOE has not exercised the JV Warrant.
Prior owners and operators of the property did not conduct any commercial lithium production from Thacker Pass.
Quality Control Measures and Data Verification Procedures
In 2010-2011, for every 34 half core samples, the Company randomly inserted two standard samples (3,000 ppm grade and 4,000 ppm Li grade), one duplicate sample and one blank sample. The 2017-2018 quality program was slightly modified to include a random blank or standard sample within every 30.5 m interval and taking a duplicate split of the core (1⁄4 core) every 30.5 m.
In 2023, LAC re-certified the 3,000 ppm grade standard, 4,000 ppm grade standard and purchased the OREAS 173 standard (1,000 ppm standard) for use in 2023 QA/QC program. In addition to the three standards, a blank standard and duplicates were also included in the 2023 QAQC program. Like the 2017-2018 program, a random blank or standard sample was included every 30.5 m interval and a duplicate split of the core (1⁄4 core) was taken every 30.5 m.
The total number of LAC blank, duplicate and standard samples analyzed by the laboratory during the Company’s Thacker Pass drilling campaign from 2010-2011 was 9.5% of the total samples assayed. The Company’s 2017-2018 drilling campaign averaged 11.1% quality control samples out of the total samples assayed. The Company’s 2023 drilling campaign averaged 10.5% quality control samples out of the total samples assayed. Assaying for all drilling averaged 10.5% check samples. This does not include ALS Global of Reno, Nevada internal check and duplicate samples.
Mineral Resource and Mineral Reserve Estimates
Following are the Mineral Resource and Mineral Reserve Estimates for Thacker Pass as of December 31, 2025, reported in accordance with S-K 1300 and NI 43-101.
Changes of Mineral Estimates from 2024 and 2025
There were no changes in reported Mineral Resources and Mineral Reserves for Thacker Pass for the years ended December 31, 2025 and 2024. At December 31, 2024 and December 31, 2025, LAC owned a 62% interest in Thacker Pass, including this mineral resource estimate, with GM owning the remaining 38%. Rene LeBlanc, PhD, SME, Vice President, Commercial and Product Strategy, a qualified person (“QP”) and an employee of the Company, has reviewed the mineral reserves and mineral resources and material assumptions included in this Form 10-K and confirmed that they remain current as of December 31, 2025.
Mineral Resource Estimates
The statement of Mineral Resources for Thacker Pass reported in accordance with S-K 1300 as of December 31, 2025 are presented in the table below. Mineral Resources are reported exclusive of Mineral Reserves in accordance with S-K 1300.
46
Mineral Resources Estimate as of December 31, 2025 as Reported under S-K 1300 |
|||||||
Classification / Geological Domain |
Density (g/cc) |
Lithium (ppm) |
100% Project Basis |
62% LAC Control Basis |
Metallurgical Recovery (%) |
||
In Situ Dry (Million Metric Tonnes) |
In Situ LCE Dry (Million Metric Tonnes) |
In Situ Dry (Million Metric Tonnes) |
In Situ LCE Dry (Million Metric Tonnes) |
||||
Measured |
|||||||
Smectite 2 |
1.74 |
1,160 |
59.0 |
0.4 |
36.6 |
0.2 |
74% |
Smectite 1 |
1.77 |
2,380 |
169.4 |
2.1 |
105.1 |
1.3 |
63% |
Subtotal - Smectite |
1.76 |
2,060 |
228.4 |
2.5 |
141.6 |
1.6 |
66% |
Illite 3 |
1.86 |
2,760 |
5.2 |
0.1 |
3.2 |
0.0 |
83% |
Illite 2 |
1.90 |
4,920 |
2.9 |
0.1 |
1.8 |
0.0 |
83% |
Illite 1 |
1.83 |
2,530 |
40.6 |
0.6 |
25.2 |
0.3 |
84% |
Subtotal - Illite |
1.84 |
2,700 |
48.7 |
0.7 |
30.2 |
0.4 |
84% |
Subtotal - Measured |
1.77 |
2,180 |
277.1 |
3.2 |
171.8 |
2.0 |
69% |
Indicated |
|||||||
Smectite 2 |
1.74 |
1,210 |
551.1 |
3.6 |
341.7 |
2.2 |
67% |
Smectite 1 |
1.77 |
2,200 |
1,277.2 |
15.0 |
791.9 |
9.3 |
62% |
Subtotal - Smectite |
1.76 |
1,910 |
1,828.3 |
18.5 |
1,133.6 |
11.5 |
63% |
Illite 3 |
1.86 |
2,810 |
90.0 |
1.3 |
55.8 |
0.8 |
85% |
Illite 2 |
1.90 |
5,040 |
73.6 |
2.0 |
45.6 |
1.2 |
81% |
Illite 1 |
1.83 |
2,050 |
404.7 |
4.4 |
250.9 |
2.7 |
82% |
Subtotal - Illite |
1.84 |
2,560 |
568.3 |
7.7 |
352.4 |
4.8 |
82% |
Subtotal - Indicated |
1.78 |
2,060 |
2,396.6 |
26.3 |
1,485.9 |
16.3 |
68% |
Measured + Indicated |
|||||||
Smectite 2 |
1.74 |
1,210 |
610.1 |
3.9 |
378.3 |
2.4 |
67% |
Smectite 1 |
1.77 |
2,220 |
1,446.6 |
17.1 |
896.9 |
10.6 |
62% |
Subtotal - Smectite |
1.76 |
1,920 |
2,056.7 |
21.1 |
1,275.2 |
13.1 |
64% |
Illite 3 |
1.86 |
2,810 |
95.2 |
1.4 |
59.0 |
0.9 |
85% |
Illite 2 |
1.90 |
5,040 |
76.4 |
2.1 |
47.4 |
1.3 |
81% |
Illite 1 |
1.83 |
2,100 |
445.4 |
5.0 |
276.1 |
3.1 |
82% |
Subtotal - Illite |
1.84 |
2,570 |
617.0 |
8.4 |
382.5 |
5.2 |
82% |
Subtotal - Measured + Indicated |
1.78 |
2,070 |
2,673.7 |
29.5 |
1,657.7 |
18.3 |
68% |
Inferred |
|||||||
Smectite 2 |
1.73 |
1,130 |
186.5 |
1.1 |
115.6 |
0.7 |
62% |
Smectite 1 |
1.78 |
1,990 |
1,145.1 |
12.1 |
710.0 |
7.5 |
73% |
Subtotal - Smectite |
1.77 |
1,870 |
1,331.6 |
13.2 |
825.6 |
8.2 |
71% |
Illite 3 |
1.87 |
2,970 |
108.1 |
1.7 |
67.0 |
1.1 |
84% |
Illite 2 |
1.89 |
4,750 |
86.1 |
2.2 |
53.4 |
1.4 |
81% |
Illite 1 |
1.80 |
1,830 |
455.7 |
4.4 |
282.5 |
2.8 |
80% |
Subtotal - Illite |
1.83 |
2,470 |
649.9 |
8.3 |
402.9 |
5.2 |
81% |
Subtotal - Inferred |
1.79 |
2,070 |
1,981.5 |
21.6 |
1,228.5 |
13.4 |
75% |
Notes:
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The statement of Mineral Resources for Thacker Pass as of December 31, 2025 reported in accordance with NI 43-101 are presented in the table below. Mineral Resources are reported inclusive of Mineral Reserves in accordance with NI 43-101.
Mineral Resources Estimate as of December 31, 2025 as reported under NI 43-101 |
|||||
Classification |
Density (g/cc) |
Lithium (ppm) |
In Situ Dry (Million Metric Tonnes) |
In Situ LCE Dry (Million Metric Tonnes) |
Metallurgical Recovery (%) |
Measured |
|||||
Smectite 2 |
1.74 |
1,160 |
59.5 |
0.4 |
74% |
Smectite 1 |
1.77 |
2,390 |
188.1 |
2.4 |
64% |
Subtotal - Smectite |
1.76 |
2,090 |
247.6 |
2.8 |
66% |
Illite 3 |
1.86 |
2,980 |
74.2 |
1.2 |
84% |
Illite 2 |
1.90 |
5,020 |
64.8 |
1.7 |
81% |
Illite 1 |
1.81 |
2,510 |
174.2 |
2.3 |
83% |
Subtotal - Illite |
1.84 |
3,140 |
313.2 |
5.2 |
83% |
Subtotal - Measured |
1.81 |
2,680 |
560.8 |
8.0 |
76% |
Indicated |
|||||
Smectite 2 |
1.74 |
1,240 |
577.8 |
3.8 |
67% |
Smectite 1 |
1.77 |
2,220 |
1,328.5 |
15.7 |
62% |
Subtotal - Smectite |
1.76 |
1,920 |
1,906.3 |
19.5 |
64% |
Illite 3 |
1.86 |
2,970 |
197.4 |
3.1 |
84% |
Illite 2 |
1.88 |
4,860 |
154.6 |
4.0 |
81% |
Illite 1 |
1.80 |
1,930 |
966.9 |
9.9 |
81% |
Subtotal - Illite |
1.82 |
2,490 |
1,318.9 |
17.1 |
81% |
Subtotal - Indicated |
1.79 |
2,150 |
3,225.2 |
36.5 |
71% |
Measured + Indicated |
|||||
Smectite 2 |
1.74 |
1,230 |
637.3 |
4.2 |
68% |
Smectite 1 |
1.77 |
2,240 |
1,516.6 |
18.1 |
62% |
Subtotal - Smectite |
1.76 |
1,940 |
2,153.8 |
22.2 |
64% |
48
Mineral Resources Estimate as of December 31, 2025 as reported under NI 43-101 |
|||||
Classification |
Density (g/cc) |
Lithium (ppm) |
In Situ Dry (Million Metric Tonnes) |
In Situ LCE Dry (Million Metric Tonnes) |
Metallurgical Recovery (%) |
Illite 3 |
1.86 |
2,980 |
271.7 |
4.3 |
84% |
Illite 2 |
1.89 |
4,900 |
219.4 |
5.7 |
81% |
Illite 1 |
1.80 |
2,020 |
1,141.1 |
12.3 |
81% |
Subtotal - Illite |
1.82 |
2,620 |
1,632.2 |
22.3 |
82% |
Subtotal - Measured + Indicated |
1.79 |
2,230 |
3,786.0 |
44.5 |
72% |
Inferred |
|||||
Smectite 2 |
1.73 |
1,130 |
186.5 |
1.1 |
62% |
Smectite 1 |
1.78 |
1,990 |
1,145.1 |
12.1 |
73% |
Subtotal - Smectite |
1.77 |
1,870 |
1,331.6 |
13.2 |
71% |
Illite 3 |
1.87 |
2,970 |
108.1 |
1.7 |
84% |
Illite 2 |
1.89 |
4,750 |
86.1 |
2.2 |
81% |
Illite 1 |
1.80 |
1,830 |
455.7 |
4.4 |
80% |
Subtotal - Illite |
1.83 |
2,470 |
649.9 |
8.3 |
81% |
Subtotal - Inferred |
1.79 |
2,070 |
1,981.5 |
21.6 |
75% |
Notes:
Potential risk factors that could affect the Mineral Resource estimates include but are not limited to large changes in the market pricing, commodity price assumptions, material density factor assumptions, material ash estimations, fault mapping, future geotechnical evaluations, metallurgical recovery assumptions, mining and
49
processing cost assumptions and other cost estimates could affect the pit optimization parameters and therefore the cut-off grades and Mineral Resource estimates.
The Mineral Resource Estimate is based on a cutoff grade analysis, an optimized pit shell and drill hole spacing based on geostatistical analysis. The Mineral Resource was also assessed where it was estimated under major infrastructure such as waste piles and the plant.
50
Mineral Reserve Estimates
The statement of Mineral Reserves for Thacker Pass as of December 31, 2025, reported in accordance with S-K 1300 and NI 43-101, are presented in the tables below.
Mineral Reserves Estimate as of December 31, 2025 as Reported under S-K 1300 |
|||||||
Classification / Geological Domain |
Density (g/cc) |
Lithium (ppm) |
100% Project Basis |
62% LAC Control Basis |
Metallurgical Recovery (%) |
||
ROM Dry (Million Metric Tonnes) |
ROM LCE Dry (Million Metric Tonnes) |
ROM Dry (Million Metric Tonnes) |
ROM LCE Dry (Million Metric Tonnes) |
||||
Proven |
|||||||
Smectite 2 |
1.71 |
1,110 |
0.5 |
0.0 |
0.3 |
0.0 |
73% |
Smectite 1 |
1.77 |
2,460 |
17.7 |
0.2 |
11.0 |
0.1 |
66% |
Subtotal - Smectite |
1.77 |
2,420 |
18.2 |
0.2 |
11.3 |
0.1 |
66% |
Illite 3 |
1.86 |
3,000 |
65.6 |
1.1 |
40.7 |
0.7 |
84% |
Illite 2 |
1.9 |
5,020 |
58.8 |
1.6 |
36.5 |
1.0 |
81% |
Illite 1 |
1.8 |
2,510 |
126.9 |
1.7 |
78.7 |
1.0 |
83% |
Subtotal - Illite |
1.84 |
3,230 |
251.3 |
4.3 |
155.8 |
2.7 |
82% |
Subtotal - Proven |
1.83 |
3,180 |
269.5 |
4.5 |
167.1 |
2.8 |
82% |
Probable |
|||||||
Smectite 2 |
1.73 |
1,730 |
25.3 |
0.2 |
15.7 |
0.1 |
76% |
Smectite 1 |
1.77 |
2,550 |
48.7 |
0.7 |
30.2 |
0.4 |
64% |
Subtotal - Smectite |
1.76 |
2,270 |
74.1 |
0.9 |
45.9 |
0.6 |
67% |
Illite 3 |
1.85 |
3,110 |
102.0 |
1.7 |
63.2 |
1.0 |
83% |
Illite 2 |
1.87 |
4,690 |
77.0 |
1.9 |
47.7 |
1.2 |
81% |
Illite 1 |
1.78 |
1,840 |
534.0 |
5.2 |
331.1 |
3.2 |
80% |
Subtotal - Illite |
1.8 |
2,330 |
713.1 |
8.8 |
442.1 |
5.5 |
81% |
Subtotal - Probable |
1.8 |
2,320 |
787.1 |
9.7 |
488.0 |
6.0 |
80% |
Proven + Probable |
|||||||
Smectite 2 |
1.73 |
1,720 |
25.8 |
0.2 |
16.0 |
0.1 |
76% |
Smectite 1 |
1.77 |
2,530 |
66.4 |
0.9 |
41.2 |
0.6 |
64% |
Subtotal - Smectite |
1.76 |
2,300 |
92.2 |
1.1 |
57.2 |
0.7 |
67% |
Illite 3 |
1.85 |
3,070 |
167.7 |
2.7 |
104.0 |
1.7 |
83% |
Illite 2 |
1.88 |
4,830 |
135.9 |
3.5 |
84.3 |
2.2 |
81% |
Illite 1 |
1.79 |
1,970 |
660.9 |
6.9 |
409.8 |
4.3 |
81% |
Subtotal - Illite |
1.81 |
2,560 |
964.4 |
13.2 |
597.9 |
8.2 |
82% |
Total - Proven + Probable |
1.81 |
2,540 |
1,056.7 |
14.3 |
655.2 |
8.9 |
80% |
Notes:
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Mineral Reserve Estimate as of December 31, 2025 as reported under NI 43-101 |
|||||
Classification |
Density (g/cc) |
Lithium (ppm) |
ROM Dry (Million Metric Tonnes) |
ROM LCE Dry (Million Metric Tonnes) |
Metallurgical Recovery (%) |
Proven |
|||||
Smectite 2 |
1.71 |
1,110 |
0.5 |
0.0 |
73% |
Smectite 1 |
1.77 |
2,460 |
17.7 |
0.2 |
66% |
Subtotal - Smectite |
1.77 |
2,420 |
18.2 |
0.2 |
66% |
Illite 3 |
1.86 |
3,000 |
65.6 |
1.1 |
84% |
Illite 2 |
1.90 |
5,020 |
58.8 |
1.6 |
81% |
Illite 1 |
1.80 |
2,510 |
126.9 |
1.7 |
83% |
Subtotal - Illite |
1.84 |
3,230 |
251.3 |
4.3 |
82% |
Subtotal - Proven |
1.83 |
3,180 |
269.5 |
4.5 |
82% |
Probable |
|||||
Smectite 2 |
1.73 |
1,730 |
25.3 |
0.2 |
76% |
Smectite 1 |
1.77 |
2,550 |
48.7 |
0.7 |
64% |
Subtotal - Smectite |
1.76 |
2,270 |
74.1 |
0.9 |
67% |
Illite 3 |
1.85 |
3,110 |
102.0 |
1.7 |
83% |
Illite 2 |
1.87 |
4,690 |
77.0 |
1.9 |
81% |
Illite 1 |
1.78 |
1,840 |
534.0 |
5.2 |
80% |
Subtotal - Illite |
1.80 |
2,330 |
713.1 |
8.8 |
81% |
Subtotal - Probable |
1.80 |
2,320 |
787.1 |
9.7 |
80% |
Proven + Probable |
|||||
Smectite 2 |
1.73 |
1,720 |
25.8 |
0.2 |
76% |
Smectite 1 |
1.77 |
2,530 |
66.4 |
0.9 |
64% |
Subtotal - Smectite |
1.76 |
2,300 |
92.2 |
1.1 |
67% |
Illite 3 |
1.85 |
3,070 |
167.7 |
2.7 |
83% |
Illite 2 |
1.88 |
4,830 |
135.9 |
3.5 |
81% |
Illite 1 |
1.79 |
1,970 |
660.9 |
6.9 |
81% |
Subtotal - Illite |
1.81 |
2,560 |
964.4 |
13.2 |
82% |
Total - Proven + Probable |
1.81 |
2,540 |
1,056.7 |
14.3 |
80% |
Notes:
52
The Mineral Reserves estimate is based on current knowledge, engineering constraints and land status. Large changes in the market pricing, commodity price assumptions, material density factor assumptions, future geotechnical evaluations, cost estimates or metallurgical recovery could affect the pit optimization parameters and therefore the cut-off grades and estimates of Mineral Reserves.
Mining Methods
Thacker Pass is designed to be a surface mine, as the shallow and massive nature of the deposit makes it amenable to open-pit mining methods. The mining method assumes hydraulic excavators loading a fleet of end dump trucks. This truck/excavator fleet will develop several offset benches to maintain geotechnically stable highwall slopes. These benches will also enable the mine to have multiple grades of ore exposed at any given time, allowing flexibility to deliver and blend ore as needed.
Processing and Recovery Methods
The Mineral Reserves are comprised of two main types of lithium-bearing clay, smectite and illite, with volcanic ash and other gangue minerals mixed throughout. Feed to the process plant is determined by a cutoff factor of extractable lithium per tonne clay. The extractable recoverable lithium is calculated based on correlations developed by LAC. Though both types of clay will be processed, most of the feed is illite clay type, averaging 96.6% over the life of mine (“LOM”). Run-of-mine ore will be delivered to the plants from stockpiles which have dedicated comminution and conveyor systems.
The Report plans for developing four expansion phases at Thacker Pass after the current initial Phase 1. Lithium carbonate production from Phases 1 through 4 is designed for a nominal 40,000 t/y capacity per phase for a total nominal capacity of 160,000 t/y. Phase 5 expansion would be introduced at the time of Phase 4 expansion when mined ore grade decreases resulting in available capacity in the lithium carbonate crystallization circuits constructed during the initial four Phases. With full buildout, the process plant would operate 24 hours/day, 365 days/year with an overall availability of 88% and a mine life of 85 years. The total amount of ore processed from the mine plan is 1,057 Mt (dry).
The recovery process consists of the following primary circuits: (i) Beneficiation, including Comminution, Attrition Scrubbing, Classification, and Solid-Liquid Separation (Thickening and Dewatering); (ii) Leaching; (iii) Neutralization; (iv) Counter Current Decantation and Filtration; (v) Magnesium and Calcium Removal; (vi) Lithium Carbonate (Li2CO3) production, including 1st Stage Lithium Carbonate Crystallization, Bicarbonation, 2nd Stage Lithium Carbonate Crystallization, and Sodium Sulfate and Potassium Sulfate Crystallization (Zero Liquid Discharge (“ZLD”)).
In beneficiation, ROM ore is crushed then mixed with water and fed to unit operations designed to liberate lithium bearing clay from gangue material. The clay is separated from coarse gangue in classification, with coarse gangue being stockpiled and eventually used as pit backfill material. The clay fines are then sent to the first dewatering stage (thickening) followed by decanter centrifuging.
53
The centrifuge discharge cake is repulped in recycled process solution then mixed with sulfuric acid (“H2SO4”) from the acid plant, leaching lithium and other constituents into solution. Acid availability determines leach feed rates, which in turn determines ore mining rates. The free acid contained in the resultant leached residue is neutralized with both a slurry of ground limestone and a magnesium hydroxide slurry from the downstream magnesium precipitation circuit. The neutralized slurry is sent to a countercurrent decantation (“CCD”) circuit to recover the lithium bearing solution from the solids with the washed solids then being fed to recessed chamber filter presses. The filter cake is then conveyed to the clay tailings filter stack (“CTFS”) as waste material for storage while the filtrate is returned to the CCD circuit.
The lithium bearing solution recovered in CCD is sent to magnesium and calcium removal circuits where first the bulk of the magnesium is crystallized as hydrated magnesium sulfate (“MgSO4”) salts, removed via centrifugation, and conveyed to the CTFS. Any remaining magnesium in the brine is then precipitated with milk-of-lime and separated by recessed chamber filter presses. The precipitated solids are repulped and recycled back to neutralization (as stated above), eventually leaving the process with neutralized filter cake. The calcium in the liquor is removed via soda ash addition, and an ion exchange polishing step brings the divalent cation concentration to very low levels.
The second stage Li2CO3 crystal product is separated via centrifugation then sent to drying, cooling and packaging. Mother liquor from the Li2CO3 crystallizers is sent to the ZLD crystallizer to remove Na and K as sulfate salts. The salts are sent to the CTFS while lithium remaining in the concentrate is recycled back to the front of the Li2CO3 circuit and recovered.
Process design criteria were developed by LAC’s process engineering group based on in-house and vendor test results that were incorporated into the process modelling software Aspen Plus® to generate a steady-state material and energy balance. The design basis for the beneficiation facility is to process an average ROM throughput rate for each Phase expansion of about 2.7 M dry tonnes per year, or 7,522 dry tonnes per day (“t/d”) of feed, including an 88% plant annual overall availability. Throughput from the mine to the crushing plant is targeted based on an average coarse gangue rejection rate of about 42% of the ROM material. The design basis results in an estimated production rate of approximately 125 t/d (42,196 t/y) of battery grade lithium carbonate. For the purposes of this report each expansion from Phases 1 – 4 equates to a nominal production rate of 40,000 t/y lithium carbonate per phase.
Recovery of lithium carbonate equivalent from ore mined and processed to produce lithium carbonate, ranges from 75.2% to 83.7%. The weighted average recovery of lithium carbonate from lithium carbonate equivalent mined for the first 25 years and the 85-year life-of-mine plan is 82.1% and 80.4% respectively. The recovery ranges are realized from an average mined lithium grade of 2,538 ppm contained within an ore blend consisting of 96.6% illite and 3.4% smectite.
Infrastructure, Permitting and Compliance Activities
Infrastructure and Logistics
Thacker Pass has the potential to be constructed in five phases. Each expansion, if approved as planned, would occur four years apart from each other with Phases 1, 2, 3 and 4 designed to produce a nominal 40,000 t/y of lithium carbonate from acid plants producing a nominal 2,250 t/d sulfuric acid. Phase 5 would occur at the same time as Phase 4 and is designed to include a 3,000 t/d sulfuric acid plant and a process plant to support higher leach feed rates through brine production only. Mined material and tailings will be moved by conveyors and trucks.
Process Plant General Arrangement
Lithium-rich clays are mined and transported via haul truck to the mineral beneficiation equipment at the processing plant. Raw water is sourced via aquifer-fed wells and pumped 7 miles east of the process area to dedicated raw water tanks located in the process plant areas. The processing plants are east of the mine open pit.
Generally, Phase 2 is a mirror of Phase 1. Phase 4 would be a mirror of Phase 3, and Phase 5 expansion would be a standalone development.
54
Reagents, Consumables and Shipping
Limestone, quicklime, flocculant, and soda ash reagents are delivered to each processing plant in solid form while liquid sulfur, propane, ferric sulfate, caustic soda, and hydrochloric acid are delivered as liquids. Based on current projections, over-highway trucking would be used during Phases 1 through 3; during Phase 4, a short-line railroad to the project would deliver most bulk raw materials directly to the project site for the duration of the LOM.
Delivery routes and offloading locations for raw materials are designed to limit potential incidents with other traffic, operations, and maintenance activities.
Ancillary Buildings
Ancillary buildings to support each phase of the project include: (i) Site security buildings and entrances; (ii) Administration office buildings; (iii) Plant maintenance and warehouse buildings; (iv) Packaging Warehouse building; (v) Laboratory and control room buildings; and (vi) Mine facilities area holding fuel, lubrication, wash bay, and maintenance workshop.
Roads
The planned traffic flow to the Project will primarily come from Winnemucca, Nevada along Highway 95 then onto State Route 293 (“SR-293”). Access improvements along SR-293 adjacent to the Project site were completed in 2023 with Nevada Department of Transportation (“NDOT”) oversight. Improvements included the development of three turn/deceleration lanes at the Phase 1 and 2 Process Plant Entrance, Construction Entrance and Mine Entrance along with cattle guard improvements on the BLM Pole Creek Road. These entrances will support the construction and operations during Phase 1 and 2 developments. By year 40 of the mine plan, it is anticipated that a portion of SR-293 will need to be relocated outside of the open pit extents.
SR-293 passes adjacent to the Project and connects the Kings River Valley to U.S. Highway 95 in Orovada, Nevada. During years 39 and 40, SR-293 would be rerouted outside of the proposed open pit limits to accommodate the later phases.
Additionally, an intersection in the town of Orovada, NV at US-95/ SR-293 junction was improved in 2023 with NDOT oversight to accommodate additional traffic to the Thacker Pass site. Construction and operations traffic to the site will generally travel northbound on US-95 and turn west onto SR-293. The highway improvements included a deceleration lane for traffic to turn onto SR-293.
Power Supply
Electrical power for Thacker Pass will be supplied by on-site power generation and via hydroelectric grid power from the local electric utility cooperative, Harney Electric Cooperative (“HEC”). A 115 kV transmission network line crosses the project site. Thacker Pass will generate a portion of the steady-state power demand via Steam Turbine Generators driven by steam produced by the sulfuric acid plant. The rest of the steady-state loads and any peaks will be serviced by power purchased from HEC.
The 115 kV transmission line and fiber optic cable line pass through Thacker Pass proposed open pit mine and connects the Kings River Valley Substation. During the years 39 and 40 highway realignment, the overhead 115 kV transmission and fiber optic communication line to the Kings River Substation will also be relocated.
As part of the Project, the Company is upgrading six regional substations and switching stations to enhance reliability for grid power from the local electric utility cooperative. This work is expected to be completed to energize the Project in Q4 2026.
Sulfuric Acid Production
The sulfuric acid plants for Thacker Pass are Double Contact Double Absorption (“DCDA”) sulfur burning sulfuric acid plants. Phase 1 through Phase 4 will each have a single sulfuric acid (“H2SO4”) plant capable of producing nominal 2,250 t/d while Phase 5 will be 3,000 t/d (100 weight % H2SO4 basis) of sulfuric acid by burning liquid elemental sulfur. Sulfur is delivered to site and is unloaded by gravity into a Sulfur Unloading Pit which provides sulfur to the sulfuric acid plants. The sulfuric acid generated from each plant is used in the process plant for the chemical production of lithium carbonate. The total annual operating days are based upon expected scheduled and unscheduled maintenance. Acid production is a function of the plant’s nominal capacity and production over Design Capacity with production efficiency of the equipment decreasing over a three-year period until scheduled maintenance occurs. Each sulfuric acid plant has two Liquid Sulfur Storage Tanks with a combined total storage
55
capacity of 28 days (about 4 weeks). The sulfur is transferred from the tanks to the Sulfur Feed Pit and from there to the Sulfur Furnace.
Water Source
The existing Quinn Raw Water Well QRPW18-01 (Quinn Well 1) was drilled in September 2018 to a depth of 172.2 meters (about 564.96 ft) below the ground surface (bgs). The well has been tested and is able to sustain 908 m3/h (4,000 gpm), which satisfies the expected average demand servicing all potable, mining and process flow streams for Phase 1 of 380 m3/h and 760 m3/h for Phase 2. Quinn Well 2 (QRPW23-01) is a backup well located 1.6 km (1 mile) west of QRPW18-01 that was drilled to a depth of 173.7 meters (bgs) in February 2023.
The hydraulic capacity of the pump and piping system from the production wells to the plant site is 908 m3/h (4,000 gpm). The Process Plant Raw/Fire Water Tank (35 m diameter) capacity is 7,059 m3 (1.86 M gallons), storing 5,016 m3 (1.32 M gallons) for 6 hours make up water, above the fire water reserve.
Phases 3, 4 and 5 would require an additional raw water supply system to include production wells and raw water supply line. Two additional wells and a pipeline would be anticipated to be installed to provide an additional 908 m3/h (4,000 gpm) per well.
Environmental Studies and Permitting
Refer to Part I – Item 1: Business – Regulatory and Permitting in this Form 10-K for a summary of permits required and a permitting history.
Capital and Operating Costs
Capital Cost Estimate
Development capital costs are divided across the five construction phases with additional LOM capital required to relocate state route and power line infrastructure. Though Phase 1 has been optimized to exclude most of Phase 2 pre-investment where possible, it inherently includes the majority of civil earth works and site infrastructure to support Phase 2. If approved, Phase 2, 3 and 4 would include the addition of acid plants and construction of mineral and chemical processing facilities to produce an additional nominal 40,000 t of lithium carbonate per year from each phase. Phase 5 expansion is contemplated to occur at the same time as the Phase 4 expansion and would include the addition of an acid plant capable of producing 3,000 t/d sulfuric acid. Phase 5 processing circuits would include beneficiation through magnesium sulfate. Due to excess capacity available in the purification circuits constructed from Phases 1 through 4 the lithium extracted from Phase 5 would be introduced into the Phase 1-4 purification plants.
The total development capital includes a 15% contingency. Total development capital cost for Phase 1 through 5 plus additional LOM capital is $12,441 million, which includes Phase 1 at $2,930 million; Phase 2 at $2,328 million; Phase 3 at $2,754 million; Phase 4 and 5 at $4,315 million and an additional $114 million over the LOM. Due to rounding, some totals may not correspond with the sum of the separate figures.
As of December 31, 2025, a total of $982.8 million of construction capital costs and other project-related costs have been capitalized.
The Company is targeting a Capex range of $1.3 billion to $1.6 billion for Thacker Pass Phase 1 for fiscal year 2026, as shown in the table below:
(US$) |
2026 Capex Guidance |
Thacker Pass Phase 1 construction costs(1)(2) |
$1.2 - $1.5 billion |
Other capitalized development costs for Thacker Pass(3) |
$30 - $40 million |
Capitalized interest on the DOE loan |
$45 - $55 million |
Total |
$ 1.3 - $1.6 billion |
Notes:
56
Sustaining Capital Costs
Sustaining capital costs for the base case totaling $6,921 million have been estimated over the 85-year LOM. Capital costs are not included in sustaining costs but includes third party capital recovery for transload, mining and limestone quarry repayments.
Closure Costs
Closure costs are estimated based upon necessary reclamation, remediation and closure of the 85-year facility. These closure costs of $462 million will be updated as operations continue, and concurrent reclamation takes place. Site overhead during closure will be a corporate cost.
Operating Cost Estimate
The estimated average annual operating expenditures (“OPEX”) over the 85-year mine life is $1,086 million, or $8,039/t of lithium carbonate produced, and for Years 1-25 of the 85 year mine life, estimated average annual OPEX is $779 million, or $6,238/t of lithium carbonate produced.
Economic Analysis
The only revenue stream is sales of lithium carbonate. Cost inputs into the model are based primarily on Q3 2024 pricing, and the discount period commences Q3 2023. Two scenarios were prepared: i) for the 85-year LOM (“Base Case”) and ii) for Years 1-25 of the 85-year LOM (“Production Scenario”).
Production and Revenues
Phases 1 through 4 are each designed for a nominal production rate of 40,000 t/y of lithium carbonate. If approved as planned, the Phases would come online in years 1, 5, 9, and 13 respectively. A fifth phase would be constructed to produce brine only to feed the four previous phases. Actual production varies with the grade of ore mined and process chemistries in each year of the expected mine life of 85 years.
Product selling price has been forecasted over the study period at $24,000/t lithium carbonate. The annual average lithium carbonate production for the Base Case is 135,132 t/y (LOM total of 11,486,261 t/y) and the annual average revenue is $3.2 billion per year (LOM total of $275,670 million). The annual average lithium carbonate production for the Production Scenario is 124,867 t/y (Years 1-25 total of 3,121,685 t/y) and the annual average revenue is $3.0 billion per year (Years 1-25 total of $74,921 million).
Financial Model Results
Thacker Pass financial performance is measured through Net Present Value (“NPV”), Internal Rate of Return (“IRR”) and Payback Period (“Payback”).
The Project’s estimated after-tax NPV at an 8% discount rate for the Production Scenario is $5.9 billion and for the Base Case is $8.7 billion. The Project’s after-tax IRR for the Production Scenario is 19.6% and for the Base Case is 20.0%. The undiscounted Payback for both the Production Scenario and the Base Case is 8.7 years.
Sensitivity Analysis
A sensitivity analysis was performed on NPV at an 8% discount and IRR at a range of discount rates for three lithium carbonate product selling price cases for three scenarios -25% (downside), 0% (base-fixed) and +25% (high).
57
At the base-fixed scenario (average selling price of $24,000/t), NPV is $8.7 billion and IRR is 20.0%. In the downside scenario (-25% average selling price of $18,000/t), NPV is $3.4 billion and IRR is 12.8%. In the high scenario (+25% average price of $30,000/t), NPV is $13.6 billion and IRR is 26.5%.
A sensitivity analysis was performed on NPV at different discount rates for both the Base Case and Production Scenario. For the Base Case, the discount rates resulted in an NPV of $134.5 billion at 0% (undiscounted cash flow); $15.1 billion at 6%; $8.7 billion at 8%; $5.2 billion at 10%; $3.1 billion at 12%; and $0.9 billion at 16%. For the Production Scenario, the discount rates resulted in an NPV of $32.6 billion at 0% (undiscounted cash flow); $9.0 billion at 6%; $5.9 billion at 8%; $3.8 billion at 10%; $2.4 billion at 12%; and $0.7 billion at 16%.
Commercial Agreements
On February 16, 2023, as part of closing GM’s Tranche 1 Investment, Old LAC entered into the Phase 1 Offtake Agreement with GM pursuant to which Old LAC agreed to supply GM with lithium carbonate production from Phase 1 of Thacker Pass. As part of the Arrangement, the Phase 1 Offtake Agreement was assigned by Old LAC to the Company. Concurrently with closing of the DOE Loan in October 2024, the Phase 1 Offtake Agreement was extended to 20 years. As part of closing the JV Transaction in December 2024, GM also entered into an additional 20-year offtake agreement for up to 38% of production volumes from Phase 2 of Thacker Pass and will retain its right of first offer on the remaining balance of Phase 2 volumes. In October 2025, in addition to the OWCA, the Company and GM entered into an amendment to GM’s lithium offtake agreement to provide additional support to the Project. The amendment permits the JV to enter into additional third-party offtake agreements for certain remaining production volumes not forecasted to be purchased by GM for the first five years of Phase 1. The price under each Offtake Agreement is based on an agreed upon price formula linked to prevailing market prices. For additional details on the GM Transaction, see Part I – Item 1: Business – Organizational History and Recent Developments and Part I – Item 1: Business – GM Offtake.
In 2019, LN entered into a mine design, consulting and mining operations agreement with Sawtooth Mining, LLC (“Sawtooth Mining”), a subsidiary of NACCO Industries Inc. and North American Coal. Sawtooth Mining has exclusive responsibility for the design, construction, operation, maintenance, and mining and mine closure services for Thacker Pass, which will supply all of LN’s lithium-bearing ore requirements. Sawtooth Mining agreed to provide LN with the following (i) $3.5 million in seven consecutive equal quarterly instalments, with the final payment received in October 2020; and (ii) engineering services related primarily to mine design and permitting. During construction, Sawtooth Mining has agreed to provide initial funding for up to $50 million to procure all mobile mining equipment required for Phase 1 operations. Excluding these Sawtooth Mining investments, LN bears all costs of mining and mine closure. A one-time “success fee” payment milestone triggered on October 31, 2023 obligates LN to pay to Sawtooth Mining $4.7 million upon achieving commercial production, or accrue an 8% monthly interest on the “success fee” obligation thereafter if not paid in full. LN entered into master services agreements with EXP U.S. Services Inc. (“EXP”), ITAC Engineers, P.C. (“ITAC”), M3 Engineering & Technology Corp. (“M3”) and EDG, Inc. (“EDG"). EXP was contracted to develop the design and costing of the acid plant. In 2020, LN entered into master services agreements with M3 and ITAC to work with Sawtooth Mining and LN personnel to advance analysis and engineering of Thacker Pass. Subsequently, in 2021, LN entered into a master services agreement with EDG to act as an owner's engineer and evaluate the quality and coordination of work among the various engineering firms. EDG's team augmented LN's staffing and supported M3 and ITAC to support and guide interfaces between the engineering teams, equipment vendors and validate quality of work against their extensive catalog of project work.
In 2021, Aquatech International, LLC (“Aquatech") was contracted through a master services agreement to provide confirmation test work, equipment engineering, equipment manufacture and supply for purification and final product crystallization systems for the lithium carbonate production plant. Furthermore, and after a long and robust tender process, in November 2022, LN entered into an EPCM agreement with Bechtel for the construction of Phase 1. The EPCM agreement operates on a cost reimbursable basis.
In 2023, LN entered into a License Agreement with MECS, Inc. (“MECS”) for the use of certain intellectual property relating to the design, operation and performance of MECS proprietary equipment relating to the acid plant. The agreement provides for a technology license in relation to the plant based on a one-time fully paid-up license fee (payable in four parts), as well as technical services to be provided by MECS.
In 2025, the Company entered into both an interconnection agreement and a power purchase agreement, with Harney Electric Cooperative. These agreements are, respectively, for the construction of power infrastructure to the project, and to secure 35 megawatts of hydropower administered by the Bonneville Power Administration for Phase 1 operations of Thacker Pass.
58
In 2025, the Company entered into an agreement with Target Hospitality Corp. for the design, installation, maintenance and operation of Company’s WFH located in Winnemucca, Nevada. The WFH houses employees engaged in the construction of Thacker Pass. The agreement between the Company and Target Hospitality Corp. operates on a cost reimbursable basis.
Item 3: Legal Proceedings
The Company is involved in various legal and administrative proceedings in the normal course of business, the ultimate resolutions of which, in the opinion of management, are not anticipated to have a material effect on the Company’s results of operations, liquidity or financial condition.
The Company has resolved or secured judicial dismissal of all legal and regulatory actions and proceedings, which arose in the ordinary course of resource development. On July 30, 2025, the Company finalized a settlement agreement relating to protests involving certain Project-related water rights, and related judicial appeals were subsequently dismissed. In connection with the closing of the settlement, the State Engineer confirmed that the Company’s water rights were in full force and effect. There are no current adversarial matters involving the Company or its regulatory authorizations.
Item 4: Mine Safety Disclosures
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”).
In October 2023, MSHA determined Thacker Pass was an operating mine.
During the fiscal year ended December 31, 2025, the Company and its subsidiaries did not experience any mining-related fatalities, receive any MSHA health and safety violations, orders and citations and was not subject to related assessments and legal actions.
59
PART II
Item 5: Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s common shares trade on the NYSE and on the TSX under the symbol “LAC.” On March 18, 2026, there were 347,369,613 shares issued and outstanding held by 27 holders of record, which does not include shareholders for which shares are held in nominee or street name. The Company believes that more than half of its common shares are beneficially owned by investors in the United States.
Dividends
The Company has never declared or paid dividends on its Common Shares and does not expect to declare or pay dividends in the foreseeable future as a pre-production development company. In addition, the Company’s ability to pay dividends is, and may be in the future, limited by covenants under the DOE Loan, the JV Transaction and the Orion Note, as well as other indebtedness the Company or its subsidiaries incur. Therefore, any return on investment in the Company’s Common Shares is solely dependent upon the appreciation of the price of its Common Shares on the open market, which may not occur. In the future, in determining whether to declare dividends, the Board will consider the Company’s financial condition, results of operations, working capital requirements, future prospects and other factors it considers relevant.
Item 6: Reserved
Not applicable.
60
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis (“MD&A”) provides information concerning the financial condition and results of operations of the Company and should be read in conjunction with the Company’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2025 and 2024 (“FY 2025” and “FY 2024,” respectively), in each case, together with the notes thereto. The financial information contained in this MD&A is derived from the consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses certain non-GAAP financial measures. For a detailed description of each of the non-GAAP measures used, please refer to the discussion under “Use of Non-GAAP Financial Measures and Reconciliations.” This item should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in this annual report on Form 10-K.
The Company’s fiscal year is the 12-month period ending December 31. All references to “Q4 2025” and “Q4 2024” are to the fiscal quarters for the three-month periods ended December 31, 2025 and December 31, 2024 respectively. Amounts stated in this MD&A are in United States dollars, unless otherwise indicated.
BACKGROUND
Lithium Americas Corp. (the “Company”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”) a sedimentary-based lithium deposit located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. Thacker Pass is owned by Lithium Nevada LLC (“LN”), a wholly owned subsidiary of Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”), the joint venture (“JV”) between General Motors Holdings LLC (“GM”) and the Company (together, the “JV Partners”). As of March 18, 2026, the Company owns a 62% interest in Thacker Pass and manages the Project (the “Manager”), and GM owns a 38% interest in Thacker Pass. The JV is consolidated in the consolidated financial statements of the Company.
The Company was incorporated on January 23, 2023 under the Business Corporations Act (British Columbia). The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.” The Company accounts for the business in one segment and one geographical area.
The Company’s head office and principal address is Suite 3260, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.
2025 and SUBSEQUENT TO DECEMBER 31, 2025 FINANCIAL AND CORPORATE HIGHLIGHTS
61
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
2025 PROJECT AND CONSTRUCTION HIGHLIGHTS
The Company continues to progress major construction at Thacker Pass Phase 1. Construction milestones achieved in 2025 include:
The Company is growing its Operations and Business Readiness (“OBR”) team to de-risk the transition from the engineering, procurement and construction phases of Thacker Pass through commissioning, ramp up and into production and maintenance of the greenfield mining and chemical facility.
62
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
CAPITAL EXPENDITURE AND 2026 CAPEX GUIDANCE
As of December 31, 2025, a total of $982.8 million of construction capital costs and other project-related costs have been capitalized, of which $862.6 million is part of the total capital expenditure (“Capex”) estimate of $2.93 billion per the Company’s Technical Reports entitled “NI 43-101 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” (“NI 43-101 Technical Report”) and the “S-K 1300 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” both dated effective December 31, 2024 (together with the NI 43-101 Technical Report, collectively referred to herein as the “Reports”).
The Company is targeting a total Capex range of $1.3 billion to $1.6 billion for Thacker Pass Phase 1 for fiscal year 2026. The table below summarizes Capex cumulative to December 31, 2025 as well as 2026 Capex guidance.
(US$) |
Cumulative to December 31, 2025 |
2026 Capex Guidance |
Thacker Pass Phase 1 construction costs included in the total $2.93 billion Capex estimate(1)(2) |
$862.6 million |
$1.2 - $1.5 billion |
Other capitalized development costs for Thacker Pass(3) |
$93.1 million |
$30 - $40 million |
Capitalized interest, including the Orion Note and DOE Loan |
$27.0 million |
$45 - $55 million |
Total |
$982.8 million |
$1.3 - $1.6 billion |
Capex Notes:
MATERIAL RELATIONSHIPS AND RELATED AGREEMENTS
DOE ATVM Loan Program
On October 28, 2024, the Company closed a $2.26 billion DOE Loan from the Office of Energy Dominance Financing (“EDF”), previously known as the Loans Program Office under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program, for financing the construction of Phase 1 processing facilities at Thacker Pass. The $2.26 billion DOE Loan included principal of $1.97 billion and capitalized interest during construction, which was estimated to be $289.6 million over a three-year period (based on an interest rate of 5.2%). The DOE Loan originally had a 24-year maturity with interest rates fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates without any additional credit spread. The DOE Loan was amended by the OWCA on October 7, 2025, as discussed in more detail below.
63
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
On October 7, 2025, the Company and the DOE entered into the OWCA for certain amendments to the DOE Loan. Pursuant to the OWCA:
On January 30, 2026 (the “Issuance Date”), the Company issued to the DOE: (a) the LAC Warrant providing for, among other things, the right to purchase up to 18,268,687 Common Shares of the Company, which is equal to 5% of the Company’s total outstanding shares as of the Issuance Date, at an exercise price of $0.01 per share, exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms and (b) the JV Warrant, providing for, amongst other things, the right to purchase 8,656,509,695 Non-Voting Units, which is equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per unit, subject to customary anti-dilution adjustments and other terms. Each of the LAC Warrant and the JV Warrant shall be automatically exercised in full on a cashless basis immediately prior to expiration, and the LAC Warrant shall additionally be exercised in full via cashless exercise on the 12-month anniversary of the Issuance Date and on each one-year anniversary of such date thereafter if the VWAP of the Common Shares over the 15 Trading Days ending immediately prior to such date exceeds $30.00 per share (as adjusted).
On the Issuance Date, the JV, the Company, B.C. Corp, the LAC JV Member, GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”). Under the Put, Call and Exchange Agreement, the DOE has a put right (the “DOE Put”) to require GM to elect to either (i) purchase, or cause the JV to purchase, the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable (a “JV Warrant Sale”), or (ii) subject to applicable exchange approvals and compliance with securities laws, cause the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable, to be exchanged for a warrant to purchase a number of the Company’s Common Shares (a “JV Warrant Exchange”) that would result in the DOE holding a percentage of the total issued and outstanding Common Shares equal to the then applicable Warrant Conversion Rate (as defined below). Additionally, the exercise (including any automatic exercise) of the LAC Warrant shall be deemed to be delivery of a put notice pursuant to the Put, Call and Exchange Agreement. The sale price for a JV Warrant Sale will be mutually determined in good faith by GM and the DOE. If GM and the DOE cannot agree on the sale price for a JV Warrant Sale within 60 days of delivery of the put notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the put notice, the parties will cause a JV Warrant Exchange to occur. The (“Warrant Conversion Rate”) will be, as of the time of determination, the product of (i) 100 multiplied by (ii) the quotient obtained by dividing (A) the number of fully diluted Non-Voting Units in the JV held by the DOE by (B) the number of outstanding units in JV held by the LAC JV Member plus the number of fully diluted Non-Voting Units in the JV held by the DOE. The number of outstanding units in the JV held by the LAC JV Member is subject to adjustment in connection with (i) the funding of any incremental capital contribution to the JV or (ii) the transfer by the LAC JV Member of any units in the JV, in each case in accordance with the Amended and Restated Limited Liability Company Agreement of the JV.
In addition, from and after the earlier of the Scheduled Substantial Completion Date and the Substantial Completion Date of Thacker Pass (as such dates are defined in the Loan Arrangement Reimbursement Agreement), GM has a call right (the “GM Call”) to elect to effect, or cause the JV to effect, a JV Warrant Sale if a price can be agreed upon between GM and the DOE within 60 days of the delivery of the call notice. If GM and the DOE cannot agree
64
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
on the sale price within 60 days of delivery of the call notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the call notice, the parties will cause a JV Warrant Exchange to occur.
On the Issuance Date, as required under the OWCA, the Amended and Restated Limited Liability Company Agreement of the JV was amended and restated to, among other things, set forth the rights, preferences and privileges of the Non-Voting Units (the “Second A&R LLCA”). The Second A&R LLCA requires all capital contributions (with certain specified exceptions) to be made at fair market value, including those required by the DOE Loan.
Periodic repayments of principal and interest commence January 20, 2029. The DOE Loan has a maturity date of July 20, 2048. The Company may prepay the loan at any time, subject to certain conditions, by paying principal plus accrued interest on outstanding advances.
General Motors Equity Investment, Joint Venture and Offtake
On October 15, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with GM to establish a JV for the purpose of funding, developing, constructing and operating Thacker Pass (“JV Transaction”). Prior to closing the JV Transaction on December 23, 2024, the Company transferred its interest and certain other assets into Lithium Nevada Ventures. In connection with the JV Transaction, the Company also closed an amendment to the DOE Loan on December 20, 2024 to accommodate changes relating to the JV Transaction.
Under the terms of the Investment Agreement, GM acquired a 38% asset-level ownership stake in Thacker Pass for $625.0 million in total cash and letters of credit, including $430.0 million of direct cash funding to the JV to support the construction of Phase 1 and a $195.0 million letter of credit facility (“LC Facility”) that can be used as collateral to support reserve account requirements under the DOE Loan. The key terms of the JV Transaction are summarized below:
Pursuant to an offtake agreement, GM is required to purchase lithium production from Thacker Pass Phase 1, equal to 20% of GM’s specific lithium requirements, up to 100% of Phase 1 production volume (“Phase 1 Offtake Agreement”). Concurrently with closing of the DOE Loan, the Phase 1 Offtake Agreement was extended to 20 years. As part of the JV Transaction, GM also entered into an additional 20-year offtake agreement for up to 38% of production volumes from Phase 2 of Thacker Pass and retained its right of first offer on the remaining balance of Phase 2 volumes (“Phase 2 Offtake Agreement” and, together with the Phase 1 Offtake Agreement, the “Offtake Agreements”).
65
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
On October 7, 2025, in connection with the entry into the OWCA, the Company and GM agreed to amend the Offtake Agreement as follows: (i) the delivery dates for the “Annual Purchase Forecast” and “Annual Production Forecast” were accelerated by two months; (ii) the forecast period for the first five years of phase one was extended from two years to three years, with the second and third years remaining non-binding; (iii) the LAC-GM Joint Venture is required to prioritize GM’s volume requirements; (iv) for the first five years of phase one, the LAC-GM Joint Venture may enter into firm volume commitments with third parties, subject to a cap based on the difference between the Annual Production Forecast and GM’s Annual Purchase Forecast, and the cap will be 100% of the difference in the first year, 80% in the second year, and 60% in the third year, (v) GM’s Annual Purchase Forecast was capped at 20% year-over-year growth during the aforementioned period; (vi) after the first five years, (x) the forecast period reverts to two years, with the second year being non-binding and including no cap on GM’s Annual Purchase Forecast, and (y) third-party commitments are capped at 100% of the difference between forecasts in the first year and 50% in the second year of such forecasts; and (viii) if GM relinquishes volumes in non-binding forecast periods but later demonstrates a need for those volumes and incurs higher costs as a result of third-party purchases, GM would be entitled to a “profit true-up” equal to the volume procured multiplied by the difference between the third-party pricing and the implied JV pricing.
In the event that the DOE exercises the JV Warrant in full, the JV economic interests will be (prior to funding of the additional $120 million reserve accounts discussed above) 59% held by Lithium Americas, which will continue to be the manager of the Project, 36% by GM and 5% by the DOE, with voting interest in the JV remaining 62% for Lithium Americas and 38% for GM. The DOE has been granted the right to have an appointed representative as an observer at the JV Board meetings for so long as the DOE holds the JV Warrant or Non-Voting Units. The DOE and GM have certain rights to cause a DOE Put or GM Call, respectively, under the Put, Call and Exchange Agreement, which may result in an adjustment to the ownership of the JV upon the consummation of a JV Warrant Sale or JV Warrant Exchange.
Orion Resource Partners
On April 1, 2025, the Company closed the strategic investment of $250.0 million from fund entities managed by Orion, for the development and construction of the Orion Investment.
Orion purchased senior unsecured convertible notes with an aggregate principal amount of $195.0 million (the “Notes”) and entered into a PPA whereby Orion paid the Company $25.0 million in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass (together, the Notes and PPA represent an aggregate initial investment of $220.0 million). Orion has committed to purchase an additional $30.0 million in aggregate principal amount of Notes within two years (the “Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company.
The Notes will mature on April 1, 2030 and bear an initial conversion price of $3.78 per share, which represents a 43% premium to the Company's 5-day VWAP on the New York Stock Exchange ended on March 5, 2025. The Company pays interest on the Notes in-kind or in cash at a rate of 9.875% per annum until the maturity of the Notes. Under the terms of the PPA, Orion is entitled to receive fixed payments of $128 per tonne ($152 per tonne assuming draw of the Delayed Draw Notes) of the total lithium produced each year at Thacker Pass for a period of 72 quarters after first production. Orion is also entitled to receive additional variable payments of 0.96% of total gross revenue (1.14% of total gross revenue assuming draw of the Delayed Draw Notes) for the life of the mine. Both fixed and variable payments only apply to the first 41,500 tonnes of lithium produced each year and are subject to certain adjustments relating to total Phase 1 project costs. The production payments are also subject to certain adjustments related to the tonnage of battery-grade lithium carbonate equivalent sold. The variable payments are also subject to certain adjustments related to the future price of lithium.
On October 10, 2025 and October 28, 2025, Orion elected to convert a total of $97.5 million in accordance with the terms of the Notes. As a result, the Company issued an aggregate total of 25.8 million common shares of the Company to Orion. Following the conversions, total future interest payable under the Notes has been reduced pro rata.
The Company has granted Orion the right to designate an Independent Engineer and an Independent Environmental and Social Consultant to a technical committee of the Company’s management team to monitor
66
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
development.
Common Shares Offering
On October 1, 2025, the Company completed an ATM equity program established on May 15, 2025 (the “May 2025 ATM Program”). The Company issued and sold an aggregate total of 26.9 million common shares at an average price of $3.71 per share pursuant to the May 2025 ATM Program, for aggregate net proceeds of $97.8 million after sales agent's commission and other expenses.
On October 14, 2025, the Company completed an ATM equity program established on October 8, 2025 (the “October 2025 ATM Program”). The Company issued and sold an aggregate total 30.5 million common shares at an average price of $8.19 per share pursuant to the October 2025 ATM Program, for aggregate net proceeds of $246.4 million after sales agent's commission and other expenses.
On January 26, 2026, the Company completed an ATM equity program established on November 13, 2025 (the “November 2025 ATM Program”). The Company issued and sold an aggregate total 43.3 million common shares at an average price of $5.78 per share pursuant to the November 2025 ATM Program, for aggregate net proceeds of $246.7 million after sales agent’s commission and other expenses.
Department of War Grant
In August 2024, the Company received approval for an $11.8 million grant from the U.S. Department of War (previously known as the Department of Defense) to support an upgrade of the local power infrastructure and to help build a transloading facility.
RESULTS OF OPERATIONS
The Year Ended December 31, 2025 compared with the Year Ended December 31, 2024
The following table provides a summary of the Company’s consolidated results of operations for the years ended December 31, 2025 and December 31, 2024.
The selected consolidated financial information set out below has been derived from the Company's audited consolidated financial statements and should be read in conjunction with those consolidated financial statements and the related notes thereto.
|
|
For the Year |
|
|
Increase/ |
|
||||||
(in US$ millions except for share amounts) |
|
2025 |
|
|
2024 |
|
|
(decrease) |
|
|||
General and administrative expenses |
|
$ |
52.8 |
|
|
$ |
28.1 |
|
|
$ |
24.7 |
|
Transaction costs |
|
|
32.3 |
|
|
|
22.2 |
|
|
|
10.1 |
|
(Gain)/ loss on financial instruments measured at fair value: |
|
|
|
|
|
|
|
|
|
|||
Gain on LAC and JV warrant obligations |
|
|
(160.0 |
) |
|
|
- |
|
|
|
(160.0 |
) |
Loss on convertible debt and conversion feature |
|
|
171.0 |
|
|
|
- |
|
|
|
171.0 |
|
Other income |
|
|
(9.2 |
) |
|
|
(14.5 |
) |
|
|
(5.3 |
) |
Net loss |
|
|
86.3 |
|
|
|
42.6 |
|
|
|
43.7 |
|
Net loss attributable to LAC stockholders |
|
|
122.1 |
|
|
|
42.5 |
|
|
|
79.6 |
|
Net loss per share – basic and diluted attributable to common stockholders |
|
|
(0.50 |
) |
|
|
(0.21 |
) |
|
|
0.29 |
|
General and administrative expenses for FY 2025 increased to $52.8 million (2024 - $28.1 million) due to increased hiring, professional fees and office and administration fees to support increased activities related to ongoing construction at Thacker Pass and increased reporting obligations associated with the DOE Loan and formation of the JV. In addition, as part of its commitment to the construction of Thacker Pass, the Company made a $14.1 million contribution toward funding the construction of the new Orovada K-8 school.
67
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Transaction costs for FY 2025 increased to $32.3 million (2024 - $22.2 million). Transaction costs in 2025 primarily related to advisory and professional fees associated with the amendment to the DOE Loan and advisory fees due upon achieving FID for Thacker Pass Phase 1.
A gain on change in the fair value of the LAC Warrant of $59.6 million was recognized from the obligation date of October 7, 2025 to December 31, 2025. A gain on change in the fair value of the JV Warrant, including exchange obligations, of $100.4 million was recognized from the obligation date of October 7, 2025 to December 31, 2025. The change in the fair value of the warrant obligations primarily reflects the impact of the decrease in the Company's share price from $8.27 on October 7, 2025 to $4.36 at December 31, 2025.
A loss on the convertible debt and conversion feature of $171.0 million was recognized for the period from the April 1, 2025 inception date to December 31, 2025, including a fair value loss on the embedded derivative of $166.7 million and a $4.3 million loss on partial extinguishment of the host debt. The fair value loss on embedded derivative primarily reflects the impact of the increase in the Company’s share price from $2.76 on April 1, 2025 to $4.36 at December 31, 2025.
Other income decreased by $5.3 million in FY 2025 compared to FY 2024 due to a reduction in interest income arising from lower average balances available to be invested and lower interest rates.
Selected financial position information
(in US$ millions) |
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
Increase/ |
|
|||
Cash and restricted cash |
|
$ |
905.6 |
|
|
$ |
594.2 |
|
|
$ |
311.4 |
|
Mineral properties, plant and equipment, net |
|
|
1,344.0 |
|
|
|
398.9 |
|
|
|
945.1 |
|
Total assets |
|
|
2,579.0 |
|
|
|
1,044.9 |
|
|
|
1,534.1 |
|
Total liabilities |
|
|
992.4 |
|
|
|
99.6 |
|
|
|
892.8 |
|
Total long-term liabilities |
|
|
815.6 |
|
|
|
41.3 |
|
|
|
774.3 |
|
At December 31, 2025, total assets increased by $1,534.1 million from December 31, 2024, due primarily to a $311.4 million increase in cash and restricted cash, a $945.1 million increase in mineral properties, plant and equipment and a $300.3 million increase in deferred financing costs.
At December 31, 2025, total liabilities increased including due to amounts recognized for the Orion Investment Notes and PPA of $189.7 million, the DOE Loan of $351.0 million ($435.0 million, net of amortized, debt issuance costs of $84.0 million) and the recognition of $234.1 million in warrant liabilities associated with the OWCA. In
68
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
addition, accounts payable increased by $87.1 million and accrued liabilities increased by $31.7 million as a result of a change in timing of payments compared to December 31, 2024.
LIQUIDITY AND CAPITAL RESOURCES
The Company has recurring net losses and negative operating cash flows and expects to continue to operate at a loss for the foreseeable future, which includes the period that Thacker Pass Phase 1 is under development. As the Company develops Thacker Pass, it will not generate revenues from operations and there is no expectation to generate any revenue from operations until after Thacker Pass begins production. Thacker Pass is targeting mechanical completion in late 2027 with production ramp up during 2028.
The Company believes that it will have sufficient available liquidity to carry out its business plans, including the currently planned development activities at Thacker Pass, for at least the next 12 months. Liquidity includes cash and restricted cash and available borrowing capacity under the DOE Loan. Beyond the next 12 months, until the Company is able to generate sufficient operating cash flows, the Company expects to meet its obligations and fund the development of Thacker Pass through any available cash and restricted cash as well as the financings it has secured; however, due to the conditions associated with such financings, there can be no assurance that the Company will successfully complete all of its contemplated financing plans. Additionally, the Company may, from time to time, and on an opportunistic basis as market conditions permit, engage in capital markets transactions to provide additional financing to support its capital and operating needs. The Company does not engage in currency hedging to offset any risk of currency fluctuations.
As at December 31, 2025, the Company had cash of $568.2 million (2024 - $593.9 million), restricted cash of $337.4 million (2024 - $0.3 million) and working capital (non-GAAP) of $734.8 million (2024 - $544.2 million). Advances under the DOE Loan, cash flows from Thacker Pass, and other amounts received by LN are required to be held in restricted cash accounts owned by LN and managed by a collateral agent, pursuant to a Collateral Agency and Accounts Agreement (as amended, the “Accounts Agreement”) entered into by and among LN, DOE, and Citibank, N.A., in its capacity as collateral agent (“Collateral Agent”) and Depositary Bank (“Depositary Bank”). Pursuant to the Accounts Agreement, LN must comply with certain reporting and notice requirements to draw upon or deposit amounts in the restricted cash accounts. Advances under the DOE Loan typically happen quarterly and the Company draws upon those funds on a monthly basis. On February 24, 2026, LN received its second advance under the DOE Loan of $432.0 million.
The Company has the following sources of liquidity or capital resources, which are also described above in sections 2025 and Subsequent to December 31, 2025 Financial and Corporate Highlights and Material Relationships and Related Agreements.
Debt
On April 1, 2025, the Company closed the Orion Investment for gross proceeds of $220.0 million. In addition, subject to certain conditions precedent, Orion agreed to purchase an additional $30.0 million in Delayed Draw Notes within two years upon request by the Company. In October 2025, Orion exercised its option to convert $97.5 million of the principal of the convertible debt and associated accrued interest into equity of the Company and 25.8 million common shares were issued to Orion. At December 31, 2025, the convertible debt principal balance was $110.5 million ($195.0 million at inception). The remaining principal and deferred interest is due in April 2030, unless redeemed or converted early.
On October 28, 2024, the Company closed the $2.26 billion DOE Loan under the ATVM Loan Program, for financing the construction of Phase 1 processing facilities at Thacker Pass. On October 7, 2025, the Company and the DOE entered into the OWCA for certain amendments to the DOE Loan. Pursuant to the OWCA, the DOE Loan expected total loan amount decreased to $2.23 billion due to estimated capitalized interest during construction decreasing to $256.0 million, while the DOE Loan principal remained the same at $1.97 billion. On October 20, 2025, the Company received its initial drawdown of $435.0 million under the DOE Loan. Under the terms of the DOE Loan, subject to conditions, the Company expects subsequent draws to occur approximately quarterly. The Company agreed to contribute an additional $120 million to the DOE Loan reserve accounts, to be funded within 12 months of the OWCA. Periodic payments of principal and interest do not commence until January 2029.
69
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Joint Venture with GM
On October 15, 2024, the Company and GM entered into the Investment Agreement to establish the JV for the purpose of funding, developing, constructing and operating Thacker Pass. To December 31, 2025, GM contributed a total of $430.0 million of cash. In addition, as of August 2025, GM has provided one $195.0 million letter of credit facility which attracts no interest and matures at the same time as the DOE Loan, unless otherwise withdrawn under the Investment Agreement.
At December 31, 2025, the Company's net assets of $1.6 billion included $1.4 billion held in the JV (inclusive of GM's non-controlling interest), of which $861.3 million was held by LN. The DOE Loan imposes certain restrictions on the transfer of assets from LN to the Company, including prohibitions on dividend payments and loans from LN to the Company, the making of other payments to the Company, and transfers of any assets comprising part of the collateral package. Exceptions to such restrictions are possible upon the satisfaction of certain conditions, including attainment of certain construction milestones. The DOE Loan also requires LN to maintain a certain amount of working capital (non-GAAP) sufficient to cover project-related costs. Under the terms of the JV Transaction Documents, there are certain additional restrictions on asset transfers from LN to the Company, including transfers of material assets outside of the ordinary course of business or transfers involving assets with a value of greater than $5.0 million (subject to certain exceptions, including for sales of lithium in the ordinary course of business or sales of non-productive assets with a value of less than $10.0 million).
Equity Offerings
The following equity offerings presented a significant source of liquidity for the Company:
On April 22, 2024, the Company completed an underwritten public offering of 55.0 million common shares for aggregate gross proceeds to the Company of $275.0 million or net proceeds of approximately $262.1 million after deducting fees and share issuance costs.
As further described above under “Common Shares Offering”, the Company entered into three separate ATM programs during FY 2025, the last of which was completed in January 2026. Under these programs, during the year ended December 31, 2025, the Company sold 68.2 million common shares at an average price of $5.98 per share, for aggregate net proceeds of $401.2 million after sales agent’s commission and other expenses. Subsequent to December 31, 2025, the latest ATM program was completed, and the Company sold an additional 32.5 million common shares at an average price of $5.92 per share, for net proceeds of $189.7 million after sales agent's commission and other expenses.
Cash Flow Summary
|
|
Year Ended December 31, |
|
|||||
(in US$ millions) |
|
2025 |
|
|
2024 |
|
||
Net cash used in operating activities |
|
$ |
(61.2 |
) |
|
$ |
(13.0 |
) |
Net cash used in investing activities |
|
|
(765.0 |
) |
|
|
(177.7 |
) |
Net cash provided by financing activities |
|
|
1,137.6 |
|
|
|
589.1 |
|
Change in cash and restricted cash |
|
|
311.4 |
|
|
|
398.4 |
|
Cash and restricted cash – beginning of year |
|
|
594.2 |
|
|
|
195.8 |
|
Cash and restricted cash – end of year |
|
$ |
905.6 |
|
|
$ |
594.2 |
|
Operating Activities
Net cash used in operating activities during the year ended December 31, 2025 was $61.2 million compared with $13.0 million during the year ended December 31, 2024. The $48.2 million increase was primarily attributable to changes in working capital and increases in general and administrative expenses which includes a $14.1 million contribution toward funding the construction of the new Orovada K-8 school for the year ended December 31, 2025.
Investing Activities
70
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Net cash used in investing activities for the year ended December 31, 2025 was $765.0 million compared with $177.7 million for the year ended December 31, 2024, an increase of $587.3 million relating principally to cash expenditures associated with increased construction activity at Thacker Pass in FY 2025 compared with FY 2024. Construction activity increased at Thacker Pass subsequent to the closing of the DOE Loan and the JV in the fourth quarter of 2024, FID on April 1, 2025 and First Draw on October 20, 2025.
Financing Activities
Net cash provided by financing activities for the year ended December 31, 2025 was $1.1 billion compared with $589.1 million for the year ended December 31, 2024. During FY 2025, the Company received net proceeds from several financing transactions, including $211.8 million associated with the Orion Investment, $100.0 million contribution from GM, $401.2 million associated with the Company's at-the-market programs, and $435.0 million from the first draw of the DOE Loan. In addition, in FY 2025, principal payments for finance lease obligations and deferred financing fees were paid. During FY 2024, the Company received $330.0 million in contributions from GM and net proceeds of $262.1 million from the underwritten public offering.
Contractual Obligations
The Company's contractual obligations, commitments under long-term purchase agreements and other commitments as at December 31, 2025 are disclosed in Notes 3, 10, 11 and 21 to the consolidated financial statements for the year ended December 31, 2025.
OFF-BALANCE SHEET ARRANGEMENTS
As at December 31, 2025, the Company had no off-balance sheet arrangements that have or are reasonably likely to have a material effect on its financial condition, results of operations or liquidity.
DECOMMISSIONING PROVISION AND RECLAMATION BOND
The carrying value of the liability for decommissioning that has arisen to date as a result of exploration and development activities at Thacker Pass at December 31, 2025 was $0.5 million (2024 - $0.3 million). The Company has a $1.7 million reclamation bond payable to the BLM guaranteed by a third-party insurance company. The current approved reclamation cost estimate for the Thacker Pass plan of operations is $47.6 million. Financial assurance of $13.7 million was placed with the agency in February 2023 prior to initiating construction with the remaining amount to be placed as construction activities progress.
CRITICAL ACCOUNTING ESTIMATES
The audited consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of the consolidated financial statements requires management to make estimates that affect the reported amounts of assets, liabilities, and expenses. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While significant accounting policies are more fully described in the notes to the audited consolidated financial statements, the Company has included below the accounting policies and estimates critical to its business operations and understanding of its financial results.
Also included below are the key judgments and sources of estimation uncertainty that management has determined could have the most significant impact on the amounts recognized in the audited consolidated financial statements.
Accounting for the Agreements with General Motors
Accounting for the agreements with GM requires management to make judgments in determining that no portion of the investment proceeds by GM were attributable to the Offtake Agreements, which management concluded contained a market pricing structure. The Company’s assessment was informed by a competitive process for the investment and offtake agreements on a combined basis.
71
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Assessment of Impairment of Thacker Pass
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its fair value. For asset groups where an impairment loss is determined using the discounted future net cash flows method, future cash flows are estimated based on quantities of recoverable mineralized material, expected lithium prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. The term “recoverable mineralized material” refers to the estimated amount of lithium or other commodities that will be obtained after considering losses during processing and treatment. The Company’s estimates of future cash flows are based on numerous assumptions and uncertainties. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, lithium and other commodity prices, production levels and costs of capital are each subject to significant risks and uncertainties.
Accounting for Joint Venture with GM
The Company determined that the JV is a variable interest entity due to its reliance on additional financing to complete Phase 1 of the development of Thacker Pass. The Company has determined it is the primary beneficiary of the joint venture due to the relative decision-making power of the parties over the most significant activities of the joint venture. As a result, the Company has consolidated Lithium Nevada Ventures in its consolidated financial statements.
Accounting and Valuation for Debt and Debt Facilities
The Company accounts for debt instruments, including convertible debt and the DOE Loan, as financial liabilities recorded at amortized cost unless a fair value election is applied. Interest cost is capitalized where the proceeds are used to fund the development of qualifying assets. Initial proceeds received are allocated between the debt host and any embedded derivative and other instruments in the same transaction. Any resulting discount is accreted over the term of the debt instrument using the effective interest rate method.
Embedded derivative features required to be separated by U.S. GAAP are carried at fair value with changes in fair value recognized through income or loss. The fair value of embedded derivative features require significant estimates and judgments to be made by management.
Direct and incremental costs incurred to obtain a debt facility, including fees paid to the lender and third-party transaction costs, are deferred once the facility is considered probable and are recorded as deferred financing costs associated with the loan commitment and are reclassified as a discount on debt once drawn, in proportion to amounts borrowed in relation to total borrowings expected under the facility.
Accounting and Valuation for Contracts on own equity
Contracts or embedded derivative features to issue common shares, other than through share-based payments issued in connection with goods or services, are evaluated to determine whether they are classified as financial liabilities or equity. Contracts on the Company's own equity include the conversion feature in the convertible debt and the warrants and exchange obligations issued to the DOE. Contracts that may be settled net in cash outside the control of the Company or are not indexed to equity are treated as financial liabilities, recorded at fair value with changes recorded through income or loss. To the extent an instrument subsequently becomes indexed to own equity and is eligible to be classified as equity, it is reclassified to equity at its fair value on the date of reclassification. The Company’s obligations under the LAC Warrant and a JV Warrant Exchange are subject to estimation which includes, along with the price of the underlying equity, estimates of future share issuances through sale of shares or conversion of convertible debt. The value of the JV Warrant and LAC’s obligation in the event of a JV Warrant Exchange are also affected by future issuance of units.
Royalties and Production Payments
72
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Royalties on future production or sales are reported based on their underlying characteristics. When indicated by their terms, royalties and production payments are treated as financial liabilities, such as those subject to call options for a specified price or those sold on proven properties and settleable with cash flows in which the Company has significant continuing involvement.
Accounting Developments
For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 to the Consolidated Financial Statements.
USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATION
The Company makes reference to certain non-GAAP measures. These measures are not recognized measures under U.S. GAAP, do not have a standardized meaning prescribed by U.S. GAAP and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those U.S. GAAP measures by providing further understanding of the Company's liquidity from management’s perspective. Accordingly, these measures are not intended to represent, and should not be considered as alternatives to other performance measures derived in accordance with U.S. GAAP as measures of liquidity. In addition to results determined in accordance with U.S. GAAP, the Company uses “working capital”, a non-GAAP measure. This non-U.S. GAAP measure is used to provide investors with a supplemental measure of the Company's liquidity and thus highlight trends in the core business that may not otherwise be apparent when relying solely on U.S. GAAP measures.
“Working capital” is the difference between current assets and current liabilities. It is a financial measure that has been derived from the Company’s consolidated financial statements and applied on a consistent basis as appropriate. Various assets and liabilities fluctuate significantly from month to month depending on short term liquidity needs. The Company discloses this financial measure because it believes it assists readers in understanding the Company’s financial position and provides further information about the Company’s liquidity to investors.
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
Change |
|
|||
Current assets |
|
$ |
911,639 |
|
|
$ |
602,463 |
|
|
$ |
309,176 |
|
Less: current liabilities |
|
|
176,819 |
|
|
|
58,280 |
|
|
|
(118,539 |
) |
Working capital (non-U.S. GAAP) |
|
$ |
734,820 |
|
|
$ |
544,183 |
|
|
$ |
190,637 |
|
73
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
The Company’s Chief Financial Officer leads the Company’s overall financial management program, with support from the Senior Vice President, Finance and the Vice President, Financial Planning & Analysis, as well as the Company's formal enterprise risk management system and processes that identify, evaluate, prioritize, mitigate and monitor risk. On a quarterly basis, the Company’s leadership team reviews the enterprise risk register, and management presents updates and/or changes, including financial and market risks, to the A&R Committee and the Board.
The Company’s financial instruments are exposed to certain financial risks, including credit, interest rate, liquidity, commodity price and foreign currency risks.
Credit Risk
Credit risk exists with respect to the Company’s cash and restricted cash and GM’s LC Facility. The Company is subject to a concentration of credit risk by placing cash primarily with two Canadian and two U.S. banks. The LC Facility from GM is used as collateral to support the reserve account requirements under the DOE Loan, has no interest rate and a maturity consistent with the DOE Loan; it will be withdrawn once replaced with cash that is generated by Thacker Pass.
Interest Rate Risk
The Company’s DOE Loan has a tenor of approximately 23 years with interest rates fixed from the date of each monthly advance for the term of the loan at applicable U.S. Treasury rates, without any additional credit spread. The DOE Loan has a maturity date of July 20, 2048. On October 20, 2025, the Company received its first advance of $435 million on the DOE Loan and subsequent to December 31, 2025, the Company received its second advance of $432 million on February 24, 2026. The Orion Notes have a 5-year maturity and accrue interest at a contracted annual rate of 9.875%.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions to estimate and maintain sufficient reserves of cash and cash equivalents to meet its liquidity requirements in the short and long term. The Company prepares annual budgets, which are regularly monitored and updated as considered necessary. The DOE Loan agreement contains conditions that are required to be met prior to subsequent advances under the loan. GM made cash contributions of $330 million to the JV upon its formation on December 20, 2024 and contributed $100 million in cash at FID in April 2025. In addition, GM released a $195 million letter of credit facility in August 2025 in advance of first draw on the DOE Loan. On October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan. On February 24, 2026, LN received its second advance under the DOE Loan of $432.0 million.
Commodity Price Risk
The Company’s results of operation will be dependent upon the market prices of lithium products. These lithium products are not quoted on any major commodities market or exchange as these products’ attributes vary and demand is currently constrained to a relatively limited number of purchasers. The market prices published for lithium products can be volatile and are influenced by numerous factors, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products.
Foreign Currency Exchange Rate Risk
The Company operates in both the U.S. and Canada, having employees and corporate offices in both the U.S. and Canada, and Thacker Pass is located in the U.S. Foreign currency exposures are related to buying, selling and financing in currencies other than the functional currencies of its operations. The Company raises funds in U.S. dollars and incurs expenditures substantially in U.S. dollars. At December 31, 2025, the Company’s most significant foreign currency exposures were between the U.S. Dollar and the Canadian Dollar, primarily on corporate general and administrative costs incurred in Canada.
74
Item 8: Financial Statements and Supplementary Data
75
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Lithium Americas Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lithium Americas Corp. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of loss, of changes in equity and non-controlling interest and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Chartered Professional Accountants
March 19, 2026
We have served as the Company’s auditor since 2022.
PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
76
LITHIUM AMERICAS CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars, except for shares in thousands)
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Cash (Note 5) |
|
$ |
|
|
$ |
|
||
Restricted cash (Note 5) |
|
|
|
|
|
|
||
Receivables |
|
|
|
|
|
|
||
Prepaids and deposits |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Investments measured at fair value (Note 6) |
|
|
|
|
|
|
||
Mineral properties, plant and equipment, net (Note 7) |
|
|
|
|
|
|
||
Deferred financing costs (Note 3) |
|
|
|
|
|
|
||
Other assets (Note 8) |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued liabilities (Note 9) |
|
|
|
|
|
|
||
Current portion of lease liabilities (Note 10) |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Convertible debt and conversion feature (Note 11) |
|
|
|
|
|
|
||
LAC warrant obligation (Note 3) |
|
|
|
|
|
|
||
JV warrant obligation (Note 3) |
|
|
|
|
|
|
||
DOE Loan (Note 3) |
|
|
|
|
|
|
||
Royalty and production payment arrangements (Note 11) |
|
|
|
|
|
|
||
Lease liabilities (Note 10) |
|
|
|
|
|
|
||
Reclamation liabilities |
|
|
|
|
|
|
||
Other liabilities (Note 10) |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
Non-controlling interest (Note 4) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Common stock, |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
Total liabilities, non-controlling interest and stockholders’ equity |
|
$ |
|
|
$ |
|
||
Subsequent events (Note 22)
The accompanying notes are an integral part of the Consolidated Financial Statements.
(1) The Company is the primary beneficiary in a variable interest entity (“VIE”). See Note 2 for further information related to the Company’s VIE. The consolidated assets as of December 31, 2025 and December 31, 2024 include $
77
Company. As of December 31, 2025 and December 31, 2024, these liabilities include Accounts payable of $
78
LITHIUM AMERICAS CORP.
CONSOLIDATED STATEMENTS OF LOSS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares in thousands)
|
|
Years ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Operating expenses |
|
|
|
|
|
|
||
Exploration expenditures |
|
$ |
( |
) |
|
$ |
( |
) |
General and administrative expenses (Note 15) |
|
|
( |
) |
|
|
( |
) |
Total operating expenses |
|
|
( |
) |
|
|
( |
) |
Other income (expense) |
|
|
|
|
|
|
||
Transaction costs (Note 16) |
|
|
( |
) |
|
|
( |
) |
Gain/(loss) on financial instruments measured at fair value: |
|
|
|
|
|
|
||
Gain on LAC and JV warrant obligations (Note 3) |
|
|
|
|
|
|
||
Loss on convertible debt and conversion feature (Note 11) |
|
|
( |
) |
|
|
|
|
Gain/(loss) on investments measured at fair value (Note 6) |
|
|
|
|
|
( |
) |
|
Other income |
|
|
|
|
|
|
||
Total other expense |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Net income (loss) attributable to: |
|
|
|
|
|
|
||
Common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
Non-controlling interests |
|
|
|
|
|
( |
) |
|
Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Net loss per share attributable to common stockholders, basic and diluted (Note 13) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Weighted average number of common shares outstanding, basic and diluted |
|
|
|
|
|
|
||
The accompanying notes are an integral part of the Consolidated Financial Statements.
79
LITHIUM AMERICAS CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NON-CONTROLLING INTEREST
(Expressed in thousands of U.S. dollars, except shares in thousands)
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Common Stock |
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Number of |
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Amount |
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Additional |
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Accumulated |
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Total equity attributable to LAC shareholders |
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Non- |
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Total equity and non-controlling interest |
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Balance, January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Issuance of common stock, net of issuance costs (Note 12) |
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- |
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- |
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- |
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Shares issued on conversion of stock-based awards (Note 12) |
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( |
) |
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- |
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- |
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- |
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- |
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Stock-based compensation (Note 12) |
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- |
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- |
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- |
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- |
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Investment of General Motors in Lithium Nevada Ventures LLC (Note 4) |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Balance, December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Shares issued under public offerings, net of issuance costs (Note 12) |
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- |
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- |
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- |
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Shares issued on conversion of Orion convertible debt (Note 11) |
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- |
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- |
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- |
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Shares issued on conversion of stock-based awards (Note 12) |
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( |
) |
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- |
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- |
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- |
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- |
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Stock-based compensation (Note 12) |
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- |
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- |
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- |
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- |
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Capital contribution to Lithium Nevada Ventures LLC (Note 4) |
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- |
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- |
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( |
) |
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( |
) |
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( |
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Net income (loss) |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
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Balance, December 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of the Consolidated Financial Statements.
80
LITHIUM AMERICAS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
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Year ended December 31, |
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2025 |
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2024 |
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Operating activities |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments for: |
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Depreciation |
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Stock-based compensation (Note 12) |
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Amortization of right-of-use asset |
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Loss/(gain) on financial instruments measured at fair value: |
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Gain on LAC and JV warrant obligations (Note 3) |
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Loss on convertible debt and conversion feature (Note 11) |
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(Gain)/loss on investments measured at fair value (Note 6) |
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Other items |
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Changes in operating assets and liabilities: |
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(Increase)/decrease in receivables |
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( |
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Decrease in prepaids and deposits |
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Increase/(decrease) in accounts payable |
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( |
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Increase/(decrease) in accrued liabilities |
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( |
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Operating lease payments, net of non-cash interest accrual |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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Investing activities |
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Additions to mineral properties, plant and equipment |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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Financing activities |
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Proceeds from convertible debt and production payment arrangements, net of issuance and transaction costs (Note 11) |
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Proceeds from issuance of non-controlling interest (Note 4) |
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Proceeds from public offerings, net of issuance costs (Note 12) |
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Proceeds from DOE Loan (Note 3) |
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Deferred financing costs |
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( |
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( |
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Principal payments on finance lease obligations |
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( |
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( |
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Net cash provided by financing activities |
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Net increase in cash and restricted cash |
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Cash and restricted cash, beginning of year (Note 5) 1 |
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Cash and restricted cash, end of year (Note 5) 1 |
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$ |
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$ |
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1
Supplemental disclosure with respect to cash flows (Note 19)
The accompanying notes are an integral part of the Consolidated Financial Statements.
81
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Background and Nature of Operations
Lithium Americas Corp. (the “Company”) is principally focused on development of Thacker Pass (“Thacker Pass,”) a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The development of Thacker Pass is undertaken through a joint venture with General Motors Holdings LLC (“GM”) (Note 4).
The Company was incorporated on January 23, 2023, under the Business Corporations Act (British Columbia). The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.”
To date, the Company has not generated revenues from operations and has relied on financings to fund operations. The underlying values of mineral properties, plant and equipment, including Thacker Pass, are dependent on the existence of economically recoverable reserves, maintaining title and beneficial interest in the properties, and the ability of the Company to draw upon debt financing arrangements and/or raise additional capital to complete development and to attain future profitable operations.
Basis of Presentation
These consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and are presented on a historical cost basis, except as otherwise disclosed.
These consolidated financial statements have been prepared on the assumption that the Company is a going concern and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the next 12 months.
Principles of Consolidation
These consolidated financial statements include the accounts of Lithium Americas Corp., its wholly owned subsidiaries, and a variable interest entity (“VIE”) in which it is the primary beneficiary.
The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power (including relative power) to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.
All intercompany balances and transactions between the Company and its subsidiaries have been eliminated on consolidation.
Use of Estimates
Accounting estimates are an integral part of the consolidated financial statements. The preparation of these estimates requires the use of judgments and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes.
The most significant areas requiring the use of management estimates and judgment relate to the accounting for the joint venture with GM, the accounting for debt and debt facilities including embedded derivatives, the accounting for the Notes and the accounting for the DOE Loan and warrant obligations, including fair value movements, the accounting for contracts on own equity, asset retirement obligations,
82
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
assessments of impairment for Thacker Pass and the fair value of financial instruments including marketable and equity securities. The Company bases its estimates and assumptions on historical experience and other factors believed to be reasonable at the time the estimate was made. However, due to the inherent uncertainties in making estimates, actual results may differ from amounts estimated in these consolidated financial statements and such differences could be material and require adjustments to reported amounts in future periods. In particular, it is reasonably possible that the estimate for the embedded conversion option in the Orion convertible debt and the value of the obligations for the LAC Warrant and JV Warrant could change in the near term in amounts that could be material, in particular, as a result of changes in the Company’s share price and, in the case of the LAC Warrant and the JV Warrant, additional issuance of equity by the Company, or changes in lithium prices. Further information related to risks and uncertainties are disclosed in notes 3, 11 and 20.
Functional and Reporting Currency
The functional and reporting currency of the Company and each of its subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the rates of exchange prevailing at the consolidated balance sheet dates. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in the Consolidated Statements of Loss.
Cash and Restricted Cash
Cash consists of cash held with banks and their carrying amounts approximate their fair value.
The Company maintains certain cash balances that are subject to contractual restrictions and therefore not available for general corporate purposes. Restricted cash includes funds that may only be used to finance or pay for specific expenditures related to the construction of Thacker Pass, as defined under the terms of applicable agreements. Transfers of restricted cash for approved project expenditures are made in accordance with the terms of the governing agreements. Once funds are disbursed for qualifying expenditures, the related amounts are no longer considered restricted. The Company classifies restricted cash as current or non-current based on the expected timing of when the restrictions will lapse or the funds are expected to be used.
Investments
The Company’s investments in equity securities are measured at fair value at each period end with changes in fair value recognized in the Consolidated Statements of Loss.
Mineral Properties, Plant and Equipment
Property, plant and equipment (excluding mineral properties)
Property, plant and equipment (“PP&E”) is recorded at cost, net of accumulated depreciation. Expenditures for new assets and expenditures that extend the useful lives of existing assets are capitalized. Depreciation of ‘Machinery and equipment’ and ‘Property, plant and equipment’ is computed using the straight-line method over the estimated useful productive life of the assets, which ranges from
The assets’ residual values, useful lives, and depreciation methods are reviewed periodically and adjusted, if appropriate, when warranted. Gains or losses arising on the disposal of items of PP&E are determined
83
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
as the difference between the sale proceeds and the carrying amount of the assets and are recognized in the Consolidated Statements of Loss.
Mineral Properties
Mineral properties are recorded at cost at the acquisition date.
Prior to having proven and probable reserves and the right to exploit a mineral property, a mineral property is in the exploration stage. When the Company has obtained the rights to exploit a mineral property and the property has proven and probable reserves, as defined by S-K 1300, the project is in the development stage and capitalization of mine development project costs begins. Mineral reserves represent the estimate of ore that can be economically and legally extracted from the Company's mining properties.
Costs are capitalized for an ore body in the development stage where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting additional resources to proven and probable reserves. Development costs capitalized in the development stage include engineering and metallurgical studies, drilling and other related costs to delineate an ore body and the removal of overburden to initially expose an ore body at open pit surface mines (pre-stripping).
Mineral properties in the exploration or development stage are not amortized until the underlying property is converted to the production stage, at which point the mineral property will be amortized using the units-of-production method based on the estimated recoverable reserves. The production phase of an open pit mine commences when saleable minerals, beyond a de minimis amount, are produced.
Thacker Pass Construction-in-process assets
The Company capitalizes costs related to the construction of processing and other facilities associated with specific mineral properties, once the associated mineral property has reached the development phase. CIP assets primarily consist of infrastructure development, camp and lodging expenditures, equipment purchases, salary, consulting and other directly attributable costs incurred during the construction phase. Depreciation related to assets used directly in construction is capitalized. Interest incurred during construction is capitalized. Upon completion of construction, CIP assets are reclassified to the appropriate property, plant and equipment categories and depreciated over their estimated useful lives using the units-of-production method or another appropriate depreciation method.
Impairment of Long-lived Assets
The Company reviews and evaluates its long-lived assets, which include property, plant and equipment, mineral properties and CIP assets, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events or circumstances that could indicate impairment include, but are not limited to, significant decreases in the market price of the assets, adverse changes in legal factors or the business climate, including changes in commodity prices, changes to the extent or manner in which the asset is being used or its physical condition, and costs significantly in excess of the amount originally expected.
In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. An impairment is determined to exist if the total undiscounted projected pre-tax future cash flows are less than the carrying amount of a long-lived asset or asset group. Once it is determined that an impairment exists, an impairment loss is measured and recorded based on the difference between the estimated fair value of the long-lived assets being tested for impairment and their carrying amounts. This process involves significant judgments and estimates, including commodity prices, production costs, life of mine plans and discount rates.
84
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Leases
The Company leases office space, equipment, vehicles, and land.
At the inception of a contract, the Company assesses whether a contract is or contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract is determined to be a lease, it is classified as either an operating or a finance lease. Operating and finance lease right-of-use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit in the lease cannot be readily determined, the Company utilizes its incremental borrowing rate to determine the present value of future lease payments.
Operating lease ROU assets are included in Other assets, and lease obligations are included in Lease liabilities on the Consolidated Balance Sheets. Finance lease ROU assets are included in Mineral properties, plant and equipment, and lease obligations are included in Lease liabilities on the Consolidated Balance Sheets.
Operating lease costs are recognized on a straight-line basis over the lease term and are included in Operating expenses in the Consolidated Statements of Loss. Finance lease costs are recognized as interest costs based on the effective interest method for the lease liability and straight-line amortization of the ROU asset. Variable lease payments are recognized in the period in which they are incurred.
Leases with a term of one year or less are not recognized on the Consolidated Balance Sheets and are recognized on a straight-line basis. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components.
Debt and debt facilities
The Company accounts for debt instruments, including convertible debt and the U.S. Department of Energy (“DOE”) loan, as financial liabilities recorded at amortized cost unless a fair value election is applied. Interest cost is capitalized where the proceeds are used to fund the development of qualifying assets. Initial proceeds received are allocated between the debt host and any embedded derivative and other instruments in the same transaction. Any resulting discount is accreted over the term of the debt instrument using the effective interest rate method.
Embedded derivative features required to be separated by U.S. GAAP are carried at fair value with changes in fair value recognized through income or loss.
Direct and incremental costs incurred to obtain a debt facility, including fees paid to the lender and third-party transaction costs, are deferred once the facility is considered probable and are recorded as deferred financing costs associated with the loan commitment and are reclassified as a discount on debt once drawn, in proportion to amounts borrowed against total borrowings expected under the facility.
Contracts on own equity
Contracts or embedded derivative features to issue common shares, other than through share-based payments issued in connection with goods or services, are evaluated to determine whether they are classified as financial liabilities or equity. Contracts on the Company's own equity include the conversion feature in the convertible debt and the warrants and exchange obligations issued to the DOE. Contracts that may be settled net in cash outside the control of the Company or are not indexed to equity are treated as financial liabilities, recorded at fair value with changes recorded through income or loss. To the extent an instrument subsequently becomes indexed to own equity and is eligible to be classified as equity, it is reclassified to equity at its fair value on the date of reclassification.
85
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Royalties and Production Payments
Royalties on future production or sales are reported based on their underlying characteristics. When indicated by their terms, royalties and production payments are treated as financial liabilities, such as those subject to call options for a specified price or those sold on proven properties and settleable with cash flows in which the Company has significant continuing involvement. The Company determines interest expense associated with such financial liabilities based on the amortized cost method using a retrospective approach. Under the retrospective approach, the carrying value of the liability is subsequently measured as the discounted present value of estimated remaining cash flows, using the current effective interest rate derived from the original proceeds, cash flows to date and the estimated remaining cash flows.
The Company accounts for the production payment as debt that is recorded at amortized cost. The discount portion is accreted over the term of the debt instrument using the effective interest rate method.
Reclamation Liabilities
Reclamation obligations are initially recognized when incurred and recorded as liabilities at their estimated fair value. The fair value of the liability is determined using expected future cash outflows, discounted to present value using a credit-adjusted risk-free rate. The estimated fair value reflects the cost of decommissioning and restoring the site at the end of the asset’s useful life. The liability is subsequently accreted over time, based on the original discount rate. The corresponding asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the useful life of the related asset.
Reclamation obligations are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. The Company reviews, on an annual basis, or more frequently if significant changes in estimates occur, the reclamation obligation for its project.
Non-controlling Interests in Lithium Nevada Ventures LLC
As at December 31, 2025, the Company owned a
Income Taxes
The Company accounts for income taxes using an asset and liability approach, which results in the recognition of deferred tax assets and liabilities for the expected future tax benefits or consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax liabilities are not provided on differences between the carrying value and tax basis of the net equity of foreign subsidiaries, including unremitted earnings when applicable, where such differences are indefinitely reinvested and not expected to reverse in the foreseeable future. A valuation allowance is provided for deferred tax assets if it is determined that the realization of a future tax benefit is not more likely than not.
Stock-Based Compensation
86
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The Company’s equity incentive plan allows for the grant of share options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”). The cost of equity-settled payment arrangements is recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period.
Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the appropriate pricing model, including Monte Carlo simulation methodology for performance share units including a market-related condition. Stock-based compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest. The number of awards expected to vest, and the estimated forfeiture rate is reviewed at least annually with any impact being recognized immediately.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reporting period.
Recently Issued Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-10 “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities”. ASU 2025-10 established authoritative guidance for the accounting for a government grant received by a business entity, including guidance for a grant related to an asset and a grant related to income. This guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses” which requires public companies to provide enhanced disclosures in the notes to the financial statements on the nature of certain expense captions presented on the face of the Consolidated Statements of Loss. The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.
Recent Accounting Pronouncements Adopted
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring more detailed information about a reportable segment’s profit or loss and assets. ASU 2023-07 applies to all public entities that are required to report segment information in accordance with ASC 280 “Segment Reporting” and was effective for the Company for the fiscal year ended December 31, 2024 and interim periods commencing in fiscal 2025. The adoption did not have a material impact on the Company's consolidated financial statements or disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about effective tax rate reconciliation and additional information on taxes paid that meet a qualitative threshold. The guidance is effective for the Company for the fiscal year ended December 31, 2025, and subsequent interim periods. The adoption did not have a material impact on the Company's consolidated financial statements or disclosures.
Original loan agreement
87
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The DOE and the Company’s subsidiary, Lithium Nevada LLC (“LN”), executed a loan agreement on October 28, 2024 for a construction facility with a maximum borrowing of $
October 7, 2025 DOE ATVM Loan Program
On October 7, 2025, the Company and the DOE entered into an omnibus waiver, consent and amendment (as amended the “OWCA”) for certain amendments to the Company’s DOE Loan. As part of the OWCA, the DOE Loan expected total loan amount decreased to $
On January 30, 2026, (the “Issuance Date”), the Company issued to the DOE: (a) a warrant agreement to purchase up to
On the Issuance Date, the JV, the Company, B.C. Corp, the LAC JV Member, GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”). Under the Put, Call and Exchange Agreement, the DOE has a put right (the “DOE Put”) to require GM to elect to either (i) purchase, or cause the JV to purchase, the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable (a “JV Warrant Sale”), or (ii) subject to applicable exchange approvals and compliance with securities laws, cause the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable, to be exchanged for a warrant to purchase a number of the Company’s Common Shares (a “JV Warrant Exchange”) that would result in the DOE holding a percentage of the total issued and outstanding Common Shares equal to the then applicable Warrant Conversion Rate (as defined below). Additionally, the exercise (including any automatic exercise) of the LAC Warrant shall be deemed to be delivery of a put notice pursuant to the Put, Call and Exchange Agreement.
88
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
the sale price for a JV Warrant Sale within 60 days of delivery of the put notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the put notice, the parties will cause a JV Warrant Exchange to occur. The “Warrant Conversion Rate” will be, as of the time of determination, the product of (i) 100 multiplied by (ii) the quotient obtained by dividing (A) the number of fully diluted Non-Voting Units in the JV held by the DOE by (B) the number of outstanding units in JV held by the Company plus the number of fully diluted Non-Voting Units in the JV held by the DOE. The number of outstanding units in the JV held by the LAC JV Member is subject to adjustment in connection with (i) the funding of any incremental capital contribution to the JV or (ii) the transfer by the LAC JV Member of any units in the JV, in each case in accordance with the Second A&R LLCA.
In addition, from and after the earlier of the Scheduled Substantial Completion Date and the Substantial Completion Date of Thacker Pass (as such dates are defined in the Loan Arrangement Reimbursement Agreement), GM has a call right (the “GM Call”) to elect to effect, or cause the JV to effect, a JV Warrant Sale if a price can be agreed upon between GM and the DOE within 60 days of the delivery of the call notice. If GM and the DOE cannot agree on the sale price within 60 days of delivery of the call notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the call notice, the parties will cause a JV Warrant Exchange to occur.
Deferred financing costs of $
Guarantee, security and covenants
Under the terms of the OWCA, the Company has guaranteed the full and timely payment of costs to complete construction of Thacker Pass and has guaranteed payment of any amounts borrowed under the DOE Loan.
The loan and guarantee are secured by, among other things, a pledge of all equity interests of LN, all assets of LN, and all tax credit proceeds received for monetization of tax credits generated by Thacker Pass. Advances under the DOE Loan, cash flows from Thacker Pass, and other amounts received by LN are required to be held in restricted cash accounts owned by LN and managed by a collateral agent.
The Company’s guarantee of the DOE Loan will remain in place until, among other things, (i) project completion has occurred; (ii) LN has paid at least four consecutive quarterly payments from operating revenues after project completion; and (iii) all reserve accounts are funded as required by the DOE Loan agreements.
The DOE Loan contains a variety of financial and nonfinancial compliance covenants. In the event of noncompliance with certain covenants, the DOE has the right to terminate the facility and demand any outstanding amounts immediately due and payable. The Company is in compliance with all covenants at December 31, 2025.
Borrowings under the DOE ATVM Loan Program
On October 20, 2025, LN received its first advance under the DOE Loan in the amount of $
Deferred financing costs of $
89
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
interest rate on the first draw, after giving effect to the amortization of the portion of deferred financing costs is approximately
|
|
Principal |
|
Debt Issuance Costs |
|
Net Outstanding |
|
|||
Initial recognition on October 20, 2025 |
|
$ |
|
$ |
( |
) |
$ |
|
||
Deferred interest costs |
|
|
|
|
- |
|
|
|
||
Amortization of debt issuance costs |
|
|
- |
|
|
|
|
|
||
Balance, December 31, 2025 |
|
$ |
|
$ |
( |
) |
$ |
|
||
Warrant obligations
On October 7, 2025, in accordance with obligations under the OWCA, the Company recorded financial liabilities related to the LAC Warrant, the JV Warrant, and the Put, Call and Exchange Agreement.
Obligations pursuant to LAC Warrant
The obligation relating to the LAC Warrant was recorded as a financial liability, as the obligation was with respect to
Obligations pursuant to JV Warrant and Put, Call and Exchange Agreement
The obligation related to the JV Warrant was recorded as a financial liability as the obligation was with respect to
The contingent obligations of the Company and the JV arising from the DOE Put and GM Call options are considered embedded in the JV Warrant. The JV’s embedded written option to settle the JV Warrant in cash is included in the fair value of the JV Warrant on the JV’s Consolidated Balance Sheet, whereas the Company’s embedded written option to purchase the JV Warrant from the DOE is included in the fair value of the JV Warrant in the Company’s Consolidated Balance Sheet.
The following table represents a reconciliation from the initial recognition of the obligations pursuant to the LAC Warrant and JV Warrant on October 7, 2025 to the fair value of the warrant obligations at December 31, 2025:
|
|
LAC Warrant Obligation |
|
JV Warrant Obligation |
|
Total Warrant Obligation |
|
|||
Initial recognition on October 7, 2025 |
|
$ |
|
$ |
|
$ |
|
|||
Gain on change in fair value recognized in the Consolidated Statements of Loss |
|
|
( |
) |
|
( |
) |
|
( |
) |
Balance, December 31, 2025 |
|
$ |
|
$ |
|
$ |
|
|||
90
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Joint Venture with GM
As of closing of the JV on
On April 1, 2025, the Company and GM announced the Final Investment Decision (“FID”) for Thacker Pass Phase 1 and made cash contributions to the JV of $
The Company has determined that the JV is a variable interest entity due to its reliance on additional financing to complete Phase 1 of the development of Thacker Pass. The Company has determined it is the primary beneficiary of the joint venture due to the relative decision-making power of the parties over the most significant activities of the joint venture. As a result, the Company has consolidated Lithium Nevada Ventures in these consolidated financial statements.
The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures are as follows:
|
|
December 31, 2025 |
|
December 31, 2024 |
|
||
Assets |
|
$ |
|
$ |
|
||
Liabilities |
|
|
( |
) |
|
( |
) |
Net assets |
|
$ |
|
$ |
|
||
|
|
|
|
|
|
||
GM’s non-controlling interest |
|
$ |
|
$ |
|
||
The Company’s controlling interest |
|
|
|
|
|
||
Net assets |
|
$ |
|
$ |
|
||
|
|
|
|
|
|
||
Non-controlling interest in Lithium Nevada Ventures |
|
|
|
|
|
||
Balance at beginning of period |
|
$ |
|
$ |
|
||
On initial recognition as at December 20, 2024 |
|
|
|
|
|
||
GM FID capital contribution |
|
|
|
|
|
||
Capital contribution to Lithium Nevada Ventures LLC |
|
|
|
|
|
||
Non-controlling interests share of income (loss) 1 |
|
|
|
|
( |
) |
|
Balance at end of period |
|
$ |
|
$ |
|
||
91
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
1
The assets of the JV, including cash and restricted cash of $
The Company’s maximum exposure to loss includes (i) the carrying value of the Company’s interest as shown in the table above; (ii) upon funding of the DOE Loan, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the DOE Loan (Note 3); and (iii) costs associated with the management services agreement and incentive compensation for personnel involved in the JV, to the extent such amounts cannot be supported by the operations of the JV ($
The JV agreement contains certain conditions which, if not met, could require the JV to repurchase GM’s non-controlling interest. GM’s investment is subject to ongoing covenants related to the JV’s compliance with specified laws and regulations. In the event the JV or parties acting on its behalf (including employees, directors, officers, the Company and others) do not comply with these provisions and such noncompliance is not cured and corrected in all material respects within specified periods, GM may pursue any one, or a combination, of the following remedies: (a) sell all or a portion of its equity interest in the JV to a third party; (b) put all or a portion of its equity back to the JV for (i) $1, if the DOE Loan is then in effect or (ii) if the DOE Loan has been terminated, at a price equal to the greater of the fair value, book value or the aggregate GM contribution of such equity on a per share basis, limited to the availability of funds in the JV in excess of those needed for the JV to continue as a going concern. As a result of these provisions, which are outside the Company’s control, the non-controlling interest is presented as temporary equity. No adjustment has been made to the carrying value of non-controlling interest due to these provisions, as the Company has determined it is not probable at the balance sheet date that either of these put options will become exercisable.
The Company has guaranteed the timely payment of costs to complete construction and the full amount borrowed under the DOE Loan and is considered a co-borrower. In addition, the Company’s entitlement to management fees and reimbursement of specified costs are deferred until the JV has generated sufficient funds to support distribution to the joint venture members. The Company and GM recover any amounts funded through the additional financial support as distributions from the joint venture. The additional financial support is eligible for gradual release, as construction of Thacker Pass is complete and the joint venture’s operations are able to support the collateral requirements associated with the DOE Loan and make distributions to the joint venture members.
GM Offtake Agreements
Pursuant to an offtake agreement,
On October 7, 2025, in connection with the entry into the OWCA, the Company and GM agreed to amend the Phase 1 Offtake Agreement as follows: (i) the delivery dates for the “Annual Purchase Forecast” and “Annual Production Forecast” (each as defined in the Phase 1 Offtake Agreement) are accelerated by two months; (ii)
92
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
with third parties, subject to a cap based on the difference between the Annual Production Forecast and the Annual Purchase Forecast, and the cap is
Previous GM Agreement and Tranche 2 Investment Agreement
On October 15, 2024, an investment agreement with GM was terminated, resulting in a gain on change in fair value of $
|
|
December 31, |
|
|
December 31, |
|
||
Cash |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
As at December 31, 2025, $
Advances under the DOE Loan, cash flows from Thacker Pass, and other amounts received by LN are required to be held in restricted cash accounts owned by LN and managed by a collateral agent, pursuant to a Collateral Agency and Accounts Agreement (as amended, the “Accounts Agreement”) entered into by and among LN, DOE, and Citibank, N.A., in its capacity as collateral agent (“Collateral Agent”) and Depositary Bank (“Depositary Bank”) (Note 3). Pursuant to the Accounts Agreement, LN must comply with certain reporting and notice requirements to draw upon or deposit amounts in the restricted cash accounts. As at December 31, 2025, such amounts totaled $
The Company is subject to a concentration of credit risk in relation to cash and restricted cash. The Company’s maximum exposure to credit risk for cash and restricted cash is the amount disclosed in the Company’s Consolidated Balance Sheets. All cash and restricted cash is held through two Canadian chartered banks and two U.S. chartered banks. The Company is subject to a concentration of credit risk by placing cash primarily with two Canadian banks and two U.S. banks. The Company regularly reviews its cash and restricted cash, as well as economic conditions, to determine whether an allowance for expected losses is necessary.
|
|
December 31, |
|
|
December 31, |
|
||
Investments in GT1 (ASX;GT1) (Note 20) |
|
$ |
|
|
$ |
|
||
Investments in Ascend Elements (Note 20) |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The Company holds
93
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
development public company with hard rock spodumene assets in north-western Ontario, Canada. A loss on change in fair value of GT1 of $
At December 31, 2025, the Company holds
|
|
December 31, |
|
|
December 31, |
|
||
Thacker Pass - construction in progress 1 |
|
$ |
|
|
$ |
|
||
Thacker Pass - property, plant and equipment |
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Finance lease right-of-use assets |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total mineral properties, plant and equipment |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total mineral properties, plant and equipment, net |
|
$ |
|
|
$ |
|
||
During the year ended December 31, 2025, stock-based compensation related to restricted share units (“RSUs”) of $
|
|
December 31, |
|
|
December 31, |
|
||
|
$ |
|
|
$ |
|
|||
Deposits on long-lead equipment |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Operating lease right-of-use assets include office leases and a land lease associated with Thacker Pass.
Accrued liabilities are comprised of the following items:
|
|
December 31, |
|
|
December 31, |
|
||
Trade accruals |
|
$ |
|
|
$ |
|
||
Employee related benefits |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
94
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Lease liabilities include the following:
|
|
December 31, |
|
|
December 31, |
|
||
Finance Leases |
|
|
|
|
|
|
||
Vehicle and equipment leases |
|
$ |
|
|
$ |
|
||
Operating Leases |
|
|
|
|
|
|
||
Office leases |
|
|
|
|
||||
Land lease |
|
|
|
|
||||
Current portion of lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Finance Leases |
|
|
|
|
|
|
||
Vehicle and equipment leases |
|
$ |
|
|
$ |
|
||
Operating Leases |
|
|
|
|
|
|
||
Office leases |
|
|
|
|
|
|
||
Land lease |
|
|
|
|
|
|
||
Non-current portion of lease liabilities |
|
$ |
|
|
$ |
|
||
Leases for office space, vehicles and equipment have a range of terms between
The following is a schedule of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2025.
|
|
Operating |
|
|
Finance |
|
||
2026 |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total minimum lease payments |
|
|
|
|
|
|
||
Less: amounts representing interest |
|
|
( |
) |
|
|
( |
) |
Present value of net minimum lease payments |
|
|
|
|
|
|
||
Less: |
|
|
( |
) |
|
|
( |
) |
|
$ |
|
|
$ |
|
|||
Other liabilities
A third-party mining contractor has been contracted to design, consult and conduct mining operations of Thacker Pass. The service provider provided an advance of $
On April 1, 2025, the Company closed the strategic investment of $
95
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
At closing, Orion purchased senior unsecured convertible notes with an aggregate principal amount of $
At closing, Orion paid $
On April 1, 2025, the Company allocated the proceeds of the Orion Investment as follows:
Convertible Debt |
|
$ |
|
|
Embedded Derivative - conversion feature |
|
|
|
|
Less: deferred transactions costs |
|
|
( |
) |
Total proceeds allocated to the Convertible Debt |
|
$ |
|
|
|
|
|
|
|
Production Payment Agreement |
|
$ |
|
|
Less: deferred transactions costs |
|
|
( |
) |
Total proceeds allocated to the Production Payment Agreement |
|
$ |
|
|
The following reconciliation includes initial recognition of the components of the Orion Investment and activity to December 31, 2025:
|
|
Convertible Debt |
|
|
Production Payment |
|
|||||||||||
|
|
Principal |
|
Unamortized Discount |
|
Embedded Derivative |
|
Total Convertible Debt |
|
|
Principal |
|
|||||
Initial recognition on April 1, 2025 |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
$ |
|
||||
Deferred interest cost |
|
|
|
|
- |
|
|
- |
|
|
|
|
|
- |
|
||
Discount amortization |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|||
Loss on embedded derivative |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
- |
|
||
Derecognition on conversion to common shares |
|
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
|
- |
|
|
Balance, December 31, 2025 |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
$ |
|
||||
Convertible Debt
The Notes accrue interest payable quarterly in arrears at an annual rate of
The conversion of Notes is settleable in common shares, subject to a cap (the “Conversion Cap”). Any excess of convertible shares over the Conversion Cap is settleable in cash, subject to a beneficial ownership limitation applicable to the holder at the time of conversion. As a result of this potential partial cash settlement feature, the conversion feature is accounted for as an embedded derivative (the “Embedded Derivative”), measured at fair value with changes in fair value recorded in the Consolidated Statements of Loss.
96
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Principal and deferred interest on the Notes are due at maturity on
The Company incurred transaction costs of $
On October 10, 2025, Orion exercised its conversion option for a total of $
The effective interest was
Production Payment Agreement and Royalty
Under the terms of the PPA, Orion receives (i) fixed payments of $
In addition, the Company is obligated under a separate 2013 royalty agreement to pay an
|
|
December 31, |
|
|
December 31, |
Production Payment Agreement |
$ |
|
$ |
||
Royalty |
|
|
|
||
Total |
$ |
|
$ |
Share Capital
97
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The Company is authorized to issue an unlimited number of common shares. At December 31, 2025,
Common stock - At-the-Market Program
On May 15, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares,
On October 8, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares,
On November 13, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares,
Equity Financing
On April 22, 2024, the Company completed an underwritten public offering of
Equity Incentive Plan
On October 3, 2023, the Company adopted an equity incentive plan (the “Plan”), which includes stock options, RSUs, DSUs, and PSUs up to an aggregate total of
|
|
For the year ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Restricted share units |
|
$ |
|
|
$ |
|
||
Deferred shares units |
|
|
|
|
|
|
||
Performance share units |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
98
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
During the year ended December 31, 2025, stock-based compensation related to RSUs of $
Restricted Share Units
The Company grants RSUs to executives and eligible employees with RSUs vesting either immediately or ratably over a three-year service period. The Company settles all RSUs in common shares at the direction of the holder, once vested. The total estimated fair value of RSUs granted was $
A summary of changes to the number of outstanding RSUs is as follows:
|
|
Number of Shares |
|
|
RSUs outstanding - December 31, 2023 |
|
|
|
|
Vested and converted into common shares |
|
|
( |
) |
Granted |
|
|
|
|
Cancelled |
|
|
( |
) |
Outstanding - December 31, 2024 |
|
|
|
|
Vested and converted into common shares |
|
|
( |
) |
Granted |
|
|
|
|
Cancelled |
|
|
( |
) |
Outstanding - December 31, 2025 |
|
|
|
|
Deferred Share Units
The Company grants DSUs to eligible directors of the Company. DSUs vest immediately and are redeemable for common shares following retirement or termination from the board of directors.
A summary of changes to the number of outstanding DSUs is as follows:
|
|
Number of Shares |
|
|
DSUs outstanding - December 31, 2023 |
|
|
|
|
Granted |
|
|
|
|
Outstanding - December 31, 2024 |
|
|
|
|
Granted |
|
|
|
|
Outstanding - December 31, 2025 |
|
|
|
|
Performance Share Units
The Company grants PSUs to certain executives. PSUs generally vest after
99
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
valuation date in USD of the Company and peer companies; (b) the share volatility of the Company and peer companies over the vesting period; and (c) the risk-free rate based on U.S. Treasury yields matching the PSU vesting period. The total estimated fair value of the PSUs granted was $
At December 31, 2025, unrecognized stock-based compensation expense related to unvested PSUs granted was $
A summary of changes to the number of outstanding PSUs is as follows:
|
|
Number of Shares |
|
|
PSUs outstanding - December 31, 2023 |
|
|
|
|
Converted into common shares |
|
|
( |
) |
Granted |
|
|
|
|
Cancelled |
|
|
( |
) |
Outstanding - December 31, 2024 |
|
|
|
|
Converted into common shares |
|
|
( |
) |
Granted |
|
|
|
|
Outstanding - December 31, 2025 |
|
|
|
|
Basic and diluted net loss per share is computed by dividing the net loss attributable to the Company’s shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similar to basic net loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of equity instruments, if dilutive. Potentially dilutive common shares include stock options, RSUs, DSUs, and PSUs.
The Company's key management includes the executive management team who supervise day-to-day operations and independent directors on the Company's Board of Directors who oversee management. Their compensation is as follows:
|
|
For the year ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Salaries, bonuses, benefits and directors' fees included in the Consolidated Statements of Loss |
|
$ |
|
|
$ |
|
||
Equity compensation |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The following table summarizes the Company’s general and administrative expenses:
100
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
|
|
For the year ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Salaries, benefits and directors’ fees |
|
$ |
|
|
$ |
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Office and administration |
|
|
|
|
|
|
||
Other 1 |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Prior to determining an underlying transaction is probable, the Company expenses transaction costs as incurred. Transactions that are subject to a final investment decision are not considered probable prior to such decision. The Company also expenses transaction costs associated with the origination of financial instruments that will be subsequently measured at fair value.
|
|
For the year ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
DOE Loan |
|
$ |
|
|
$ |
|
||
GM’s non-controlling interest related to the JV |
|
|
|
|
|
|
||
Convertible debt Embedded Derivative |
|
|
|
|
|
|
||
Other financing activities |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The Company’s combined to form the Chief Operating Decision Maker (“CODM”) of the Company throughout 2025 and 2024. The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions. Based upon such evaluation, the Company has determined that the Company operates in
The accounting policies of the segment are described in the summary of accounting policies. The CODM determines how to allocate resources based on projected funding requirements related to the advance of construction and development at Thacker Pass. Net loss, expense and asset reporting to the CODM is as presented in the consolidated financial statements.
The following table represents the major components of income/(loss) before income tax recognized in the Consolidated Statements of Loss:
101
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
|
|
For the year ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Income/ (loss) from continuing operations before taxes |
|
|
|
|
|
|
||
Canada |
|
$ |
( |
) |
|
$ |
( |
) |
United States |
|
|
|
|
|
( |
) |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
A reconciliation of income taxes at the Canadian statutory federal rate of
|
|
For the year ended December 31, 2025 |
|
|
For the year ended December 31, 2024 |
|
||||||||
|
|
Amount |
|
Percent |
|
|
Amount |
|
Percent |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from continuing operations before taxes |
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
|
||
Statutory tax rate |
|
$ |
( |
) |
|
% |
|
$ |
( |
) |
|
% |
||
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciling items: |
|
|
|
|
|
|
|
|
|
|
||||
Domestic federal |
|
|
|
|
|
|
|
|
|
|
||||
Nontaxable and nondeductible items: |
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation |
|
|
|
|
( |
)% |
|
|
|
|
( |
)% |
||
Revaluation of warrant obligations |
|
|
( |
) |
|
% |
|
|
( |
) |
|
% |
||
Revaluation of convertible debt and conversion feature |
|
|
|
|
( |
)% |
|
|
|
|
% |
|||
Other reconciliation items: |
|
|
|
|
|
|
|
|
|
|
||||
Share issuance costs |
|
|
( |
) |
|
% |
|
|
( |
) |
|
% |
||
Others |
|
|
|
|
( |
)% |
|
|
|
|
( |
)% |
||
Changes in valuation allowance |
|
|
|
|
( |
)% |
|
|
|
|
( |
)% |
||
Foreign tax effects - United States |
|
|
|
|
|
|
|
|
|
|
||||
Rate differential between the U.S. and Canada |
|
|
|
|
( |
)% |
|
|
( |
) |
|
% |
||
Nontaxable and nondeductible items: |
|
|
|
|
|
|
|
|
|
|
||||
Nondeductible interest |
|
|
|
|
% |
|
|
|
|
( |
)% |
|||
Gain on transfer of employee contracts |
|
|
|
|
% |
|
|
|
|
( |
)% |
|||
Stock-based compensation |
|
|
|
|
% |
|
|
( |
) |
|
% |
|||
Others |
|
|
( |
) |
|
% |
|
|
|
|
( |
)% |
||
Other reconciliation items: |
|
|
|
|
|
|
|
|
|
|
||||
Deferred tax related to issuance of warrants |
|
|
|
|
( |
)% |
|
|
|
|
% |
|||
Adjustment of book-tax difference on capital assets |
|
|
|
|
( |
)% |
|
|
( |
) |
|
% |
||
Non-controlling interest's income |
|
|
( |
) |
|
% |
|
|
|
|
% |
|||
Others |
|
|
|
|
( |
)% |
|
|
( |
) |
|
% |
||
Change in valuation allowance |
|
|
( |
) |
|
% |
|
|
|
|
( |
)% |
||
|
|
$ |
|
|
% |
|
$ |
|
|
% |
||||
The significant components of deferred income tax assets and liabilities were:
102
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
|
|
For the year ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred income tax assets: |
|
|
|
|
|
|
||
Non-capital loss carryforwards |
|
$ |
|
|
$ |
|
||
Share issuance costs |
|
|
|
|
|
|
||
Exploration assets |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
|
||
Investment measured at fair value |
|
|
|
|
|
|
||
Production payment arrangements |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Other items |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Less: valuation allowance |
|
|
( |
) |
|
|
( |
) |
Total deferred income tax assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Deferred income tax liabilities: |
|
|
|
|
|
|
||
Investment in Lithium Nevada Ventures |
|
$ |
( |
) |
|
$ |
( |
) |
Total deferred income tax liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Deferred income tax assets, net |
|
$ |
|
|
$ |
|
||
The Company has non-capital loss carryforwards in (i) the US of approximately $
The Company has recognized a valuation allowance to the extent the recovery of deferred tax assets cannot be supported by the reversal of taxable temporary differences, as recovery of these deferred tax assets is not considered “more likely than not”.
Other cash information during the years ended December 31 were as follows:
|
|
For the year ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Interest received on cash deposits |
|
$ |
|
|
$ |
|
||
Interest paid |
|
$ |
( |
) |
|
$ |
( |
) |
Non-cash investing and financing activities |
|
|
|
|
|
|
||
Total non-cash additions to mineral properties, plant and equipment composed of: |
|
$ |
|
|
$ |
|
||
Right-of-use assets obtained in exchange for new finance lease liabilities |
|
|
|
|
|
|
||
Capitalization of stock-based compensation |
|
|
|
|
|
|
||
Capitalization of depreciation |
|
|
|
|
|
|
||
Capitalization of interest on the Orion Investment |
|
|
|
|
|
|
||
Capitalization of interest on the DOE Loan |
|
|
|
|
|
|
||
Capitalization of non-cash interest |
|
|
|
|
|
( |
) |
|
Deposits on long-lead equipment and other long-term prepaids |
|
|
|
|
|
|
||
Increase in reclamation liabilities |
|
|
|
|
|
|
||
Other non-cash transactions including working capital changes |
|
|
|
|
|
( |
) |
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
103
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Except as disclosed below, the carrying value of the financial assets and liabilities, where the measurement basis is other than fair value, approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since original date. Cash and restricted cash, receivables, accounts payable, royalty obligations, Notes, PPA, and DOE Loan are measured at amortized cost.
Financial instruments recorded at fair value on the Consolidated Balance Sheets and presented in fair value disclosures are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified in the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.
|
|
|
|
Fair Value at |
|
|||||
|
|
Category |
|
December 31, |
|
|
December 31, |
|
||
Financial assets |
|
|
|
|
|
|
|
|
||
Investment in GT1 (Note 6) 1 |
|
Level 1 |
|
$ |
|
|
$ |
|
||
Investment in Ascend Elements (Note 6) 2 |
|
Level 3 |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
Financial liabilities |
|
|
|
|
|
|
|
|
||
LAC warrant obligation (Note 3) 3 |
|
Level 3 |
|
$ |
|
|
$ |
|
||
JV warrant obligation (Note 3) 4 |
|
Level 3 |
|
|
|
|
|
|
||
Embedded Derivative - conversion feature (Note 11) 5 |
|
Level 3 |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
104
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The Company has, where appropriate, estimated the fair value of financial instruments for which the amortized cost carrying value may be significantly different than the fair value. At December 31, 2025 and December 31, 2024, this includes the following:
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
||||||
|
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
Royalty obligation (Note 11) 1 |
|
$ |
|
$ |
|
$ |
|
$ |
||||
Production payment obligation (Note 11) 2 |
|
|
|
|
|
|
|
|
||||
Convertible Debt host (Note 11) 3 |
|
|
|
|
|
|
|
|
||||
DOE Loan (Note 3) 4 |
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
$ |
|
$ |
|
$ |
||||
The Company has entered into certain long-term purchase agreements related to long-lead equipment, infrastructure and services related to the construction of the processing plant as well as development and mining services at Thacker Pass. These agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials.
|
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
2030 |
|
Thereafter |
|
||||||
Long-lead equipment |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
105
LITHIUM AMERICAS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Transload Terminal Services Agreement and U.S. Department of War (formerly the Department of Defense) Grant
While not a commitment of the Company, on August 5, 2024, the Company received approval for a $
Common stock - At-the-Market Program
On January 26, 2026, the Company completed the November 2025 ATM Program and sold
LAC Warrant and JV Warrant
On January 30, 2026 (the “Issuance Date”), as required under the OWCA:
Borrowings under the DOE Loan
On February 24, 2026, LN received its second advance under the DOE Loan of $
106
Item 9: Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A: Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025. Based on the foregoing, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and such information is accumulated and communicated to management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
Report of Management on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of the Company’s financial statements; providing reasonable assurance that receipts and expenditures of the Company’s assets are made in accordance with management’s authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would be prevented or detected.
Management conducted its evaluation of the effectiveness of the Company’s internal controls over financial reporting based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
Item 9B: Other Information
Trading Arrangements
During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
107
PART III
Items 10, 11, 12, 13 and 14
Information required by Items 10, 11, 12, 13 and 14 of this Form 10-K is incorporated by reference from the Company’s definitive Proxy Statement for the Company’s 2026 Annual Meeting of Stockholders, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2025 fiscal year, all of which information is hereby incorporated by reference in, and made part of, this Form 10-K.
108
PART IV
Item 15: Exhibits, Financial Statement Schedules
All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements and notes thereto in Item 8.
Exhibit Number |
Exhibit Name |
2.1+ |
Investment Agreement, dated October 15, 2024, between Lithium Americas Corp., General Motors Holdings LLC, and Lithium Nevada Ventures LLC (incorporated by reference to Exhibit 2.1 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
2.2#+ |
Second Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC, dated effective as of January 30, 2026 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by Lithium Americas Corp. on February 3, 2026). |
3.1 |
Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
4.1#+ |
Convertible Note, dated April 1, 2025, issued by Lithium Americas Corp. to OMF Fund IV SPV M LLC (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-3 filed by Lithium Americas Corp. on May 15, 2025). |
4.2#+ |
Registration Rights Agreement, dated April 1, 2025, by and between Lithium Americas Corp. and OMF Fund IV SPV M LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-3 filed by Lithium Americas Corp. on May 15, 2025). |
4.3+ |
Amended and Restated Investor Rights Agreement, dated October 15, 2024, between Lithium Americas Corp. and General Motors Holdings LLC (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
4.4+ |
Amended and Restated Arrangement Agreement dated June 14, 2023 between Old LAC and the Company (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
4.5 |
Lock-Up Agreement dated October 2, 2023 between Old LAC, 1397468 B.C. Ltd. and GFL International Co., Limited (incorporated by reference to Exhibit 99.11 to the Current Report on Form 6-K filed by LAC on October 5, 2023). |
4.6+ |
Registration Rights Agreement, dated January 30, 2026, by and between Lithium Americas Corp. and the United States Department of Energy (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Lithium Americas Corp. on February 3, 2026). |
10.1* |
Omnibus Waiver, Consent and Amendment, dated October 7, 2025, by and among Lithium Nevada LLC, 1339480 B.C. Ltd., LAC US Corp., Lithium Nevada Ventures LLC, Lithium Nevada Projects LLC, Citibank, N.A. and the United States Department of Energy. |
10.2+ |
Warrant to Purchase Non-Voting Units of Lithium Nevada Ventures LLC, dated January 30, 2026, issued to Lithium Nevada Projects LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Lithium Americas Corp. on February 3, 2026). |
109
10.3+ |
Amended and Restated Warrant to Purchase Non-Voting Units of Lithium Nevada Ventures LLC, dated January 30, 2026, issued to the United States Department of Energy (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Lithium Americas Corp. on February 3, 2026). |
10.4+ |
Warrant to Purchase Common Shares of Lithium Americas Corp., dated January 30, 2026, issued to 1339480 B.C. Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on February 3, 2026). |
10.5+ |
Amended and Restated Warrant to Purchase Common Shares of Lithium Americas Corp. , dated January 30, 2026, issued to the United States Department of Energy (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Lithium Americas Corp. on February 3, 2026). |
10.6+ |
Put, Call and Exchange Agreement, dated January 30, 2026, by and among Lithium Nevada Ventures LLC, Lithium Americas Corp., 1339480 B.C. Ltd., LAC US Corp., General Motors Holdings LLC and the United States Department of Energy (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Lithium Americas Corp. on February 3, 2026). |
10.7+ |
Transaction Agreement, dated March 5, 2025, by and between Lithium Americas Corp. and OMF Trading IV LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Lithium Americas Corp. on May 15, 2025). |
10.8+ |
Production Payment Agreement, dated April 1, 2025, by and between Lithium Americas Corp. and OMF Fund IV SPV M LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Lithium Americas Corp. on August 14, 2025). |
10.9+ |
Joinder Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.10+ |
Management Services Agreement, dated December 20, 2024, by and among LAC Management LLC, Lithium Nevada Ventures LLC, Lithium Nevada LLC and for the purposes set forth therein, Lithium Americas Corp. (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.11 |
Assignment of Offtake Agreement, dated October 28, 2024, by and among Lithium Americas Corp., Lithium Nevada Corp. and General Motors Holdings LLC. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 6-K filed by LAC on December 23, 2024). |
10.12+ |
Second Amendment to Lithium Offtake Agreement, dated December 20, 2024, by and among Lithium Americas Corp., Lithium Nevada LLC, and General Motors Holdings LLC (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.13+ |
Lithium Offtake Agreement (Phase Two), dated December 20, 2024, by and among General Motors Holdings LLC, Lithium Americas Corp. and Lithium Nevada LLC (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.14+ |
Loan Arrangement and Reimbursement Agreement dated October 28, 2024 (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.15+ |
Omnibus Amendment and Termination Agreement, dated December 17, 2024 (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.16+ |
Affiliate Support Agreement by and among Lithium Americas Corp., 1339480 B.C. Ltd., KV Project LLC, United States Department of Energy and Citibank, N.A., dated October 28, 2024 (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.17+ |
Note Purchase Agreement by and among the Federal Financing Bank, Lithium Nevada Corp, and the Secretary of Energy, dated October 28, 2024 (incorporated by reference to Exhibit |
110
|
10.14 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.18+ |
Future Advance Promissory Note, dated October 28, 2024 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.19 |
Joinder Agreement dated October 3, 2023 between Lithium Americas Corp. and General Motors Holdings LLC (incorporated by reference to Exhibit 99.15 to the Current Report on Form 6-K filed by Lithium Americas Corp. on October 5, 2023) |
10.20 |
Tax Indemnity and Cooperation Agreement dated October 3, 2023 between Lithium Argentina and LAC (incorporated by reference to Exhibit 99.12 to the Current Report on Form 6-K filed by LAC on October 5, 2023). |
10.21# |
Gross Revenue Royalty Agreement dated February 6, 2013 among Western Lithium USA Corporation, KV Project LLC and MF2 LLC (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form 20-F filed by Lithium Americas Corp. on September 14, 2023). |
10.22† |
Amended and Restated LAC Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on June 12, 2025). |
10.23*† |
Form of Deferred Share Unit Grant Letter |
10.24*† |
Form of Restricted Share Rights Grant Letter for Performance Share Units |
10.25*† |
Form of Restricted Share Unit Grant Letter |
10.26† |
Executive Employment Agreement dated October 3, 2023 by and between Richard Gerspacher and Lithium Nevada Corp. (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.27† |
Executive Employment Agreement dated October 3, 2023 by and between Jonathan David Evans and Lithium Nevada Corp. (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.28† |
Executive Employment Agreement dated October 3, 2023, by and between Kelvin Dushnisky and Lithium Americas Corp. (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025). |
10.29† |
Employment Agreement dated January 29, 2025, by and between LAC Management LLC and Brandin Luke Colton (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on January 7, 2025). |
19.1* |
Code of Conduct |
21.1* |
Subsidiaries of the registrant |
23.1* |
Consent of PricewaterhouseCoopers LLP (PCAOB ID # |
23.2* |
Consent of Sawtooth Mining LLC |
23.3* |
Consent of EXP U.S. Services Inc. |
23.4* |
Consent of NewFields Mining Design & Technical Services |
23.5* |
Consent of SGS Canada Inc. |
31.1* |
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
111
32.2** |
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
96.1 |
Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project Humboldt County, Nevada, USA, effective December 31, 2024 (incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on January 7, 2025) |
97.1 |
Registrant’s Incentive Compensation Recovery Policy effective November 2024 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by Lithium AmericasCorp. on March 28, 2025) |
101** |
The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Consolidated Income Statements, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) Notes to the Consolidated Financial Statements |
104 ** |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** These files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
# Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the Exhibit to the Securities and Exchange Commission upon its request.
+ Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The Corporation agrees to furnish supplementally an unredacted copy of the Exhibit to the Securities and
Exchange Commission upon its request.
† Management contract or compensatory plan or agreement.
Item 16: Form 10-K Summary
None.
112
Signatures
LITHIUM AMERICAS CORP.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LITHIUM AMERICAS CORP. (Registrant) |
||
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By: |
/s/ Jonathan Evans |
|
|
Jonathan Evans |
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President and Chief Executive Officer |
|
Date: March 19, 2026
114
LITHIUM AMERICAS CORP.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 19th day of March 2026 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the directors.
Signature |
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Title |
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/s/ Jonathan Evans |
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Director, President and Chief Executive Officer |
Jonathan Evans |
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(Principal Executive Officer) |
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/s/ Luke Colton |
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Executive Vice President and Chief Financial Officer |
Luke Colton |
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(Principal Financial Officer and Principal Accounting Officer) |
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|
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/s/ Kelvin Dushnisky |
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Director and Executive Chair |
Kelvin Dushnisky |
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|
|
|
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/s/ Yuan Gao |
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Lead Independent Director |
Yuan Gao |
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|
|
|
|
/s/ Michael Brown |
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Director |
Michael Brown |
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|
|
|
|
/s/ Fabiana Chubbs |
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Director |
Fabiana Chubbs |
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|
|
|
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/s/ Jinhee Magie |
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Director |
Jinhee Magie |
|
|
|
|
|
/s/ Philip Montgomery |
|
Director |
Philip Montgomery |
|
|
Supplemental Information
None.
115
FAQ
What is Lithium Americas (LAC) building at Thacker Pass?
How is Lithium Americas (LAC) funding Phase 1 of Thacker Pass?
What role does General Motors play in Lithium Americas’ Thacker Pass project?
When does Lithium Americas expect Thacker Pass Phase 1 to be mechanically complete?
What are the main risks highlighted for Lithium Americas and Thacker Pass?
How many shares of Lithium Americas are outstanding and what is its market value context?
