Lithium Americas lifts Thacker Pass estimate to $3.83B
Lithium Americas Corp. announced on November 11, 2026, a revised Phase 1 Thacker Pass capital cost estimate of $3.83 billion, including contingency, compared with its prior $2.93 billion estimate.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Lithium Americas Corp. announced on November 11, 2026, a revised Phase 1 Thacker Pass capital cost estimate of $3.83 billion, including contingency, compared with its prior $2.93 billion estimate. The company identified an approximately $995 million incremental funding requirement, which it anticipates will be met through $650 million in company contributions to the JV and, as and when required, $315 million credited to DOE loan reserve accounts. DOE loan amendments also decrease the Sustaining Capex Reserve Account funding requirement by approximately $30 million during and after ramp-up. The contributions are expected to increase Lithium Americas’ JV ownership, with related interest holdings being finalized.
At September 30, 2026, cash and restricted cash totaled approximately $1.3 billion, including $359.5 million at the JV level. Phase 1 mechanical completion is targeted for late 2027, with ramp-up through 2028. Lithium Americas has not generated operating revenue to date.
Third-quarter net income was $90.087 million versus a $199.161 million loss a year earlier; results included gains on warrant and convertible-debt fair values. Nine-month net income was $96.377 million versus a $223.936 million loss. Net cash used in operating activities for the nine months was $21.129 million, compared with $47.071 million in 2025.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month net income: $96.377 million versus a $223.936 million loss, with fair-value gains.
- Minor pointNine-month operating cash use: $21.129 million, versus $47.071 million a year earlier.
Negative
- Major pointPhase 1 estimate: $3.83 billion; incremental funding requirement: approximately $995 million. 1.7× market cap
Key Figures
Key Terms
Sustaining Capex Reserve Account financial
variable interest entity financial
fair value option financial
volume-weighted average price financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is LAC’s revised Thacker Pass Phase 1 cost estimate?
How does LAC expect to fund the Thacker Pass cost increase?
What is LAC’s 2026 Thacker Pass capital expenditure guidance?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from To
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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Incorporation or Organization) |
Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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ir@lithiumamericas.com
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
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Controls and Procedures |
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Risk Factors |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Defaults Upon Senior Securities |
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Other Information |
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1
Cautionary Statement Regarding Forward-Looking Statements
This quarterly report on Form 10-Q, including the documents incorporated by reference, contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to 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 quarterly report, including the documents incorporated by reference, include, but are not limited to: statements relating to the anticipated sources and uses of funds to complete project financing, 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), the JV Warrant (as defined herein), the Put, Call and Exchange Agreement (as defined herein), and the Yorkville Debentures (as defined herein), including statements regarding satisfaction of draw down conditions on the DOE Loan and the Company’s continued compliance with the covenants under the DOE Loan, the Orion Investment and the Yorkville Debentures; the Company’s ability to satisfy conditions to future delayed closings under the Yorkville Debentures and the Orion Notes and the timing of any such delayed closings, the anticipated use of proceeds from the Yorkville Debentures and the March 2026 ATM Program (as defined herein), expectations about the extent to which the JV Transaction, including any amendments thereto, the Orion Investment, the LAC Warrant, the JV Warrant, and cash on hand would fund the development and construction of Thacker Pass (as defined herein) on schedule or at all; the estimated incremental funding requirement and anticipated sources of funding therefor; the Company’s ability to achieve project development and construction milestones within the timelines required under the DOE Loan; anticipated increases to reserve account requirements under the DOE Loan; the finalization of incremental funding arrangements with the DOE and GM and any related implications for JV interest holdings and the DOE Loan; 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 Thacker Pass, including timing, progress, approach, continuity or change in plans, construction, commissioning, expected milestones, anticipated production and results thereof and expansion plans; cost and expected benefit 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 U.S. for Thacker Pass; the timely completion of environmental reviews and related consultations, and receipt or issuance of permits and approvals, in the U.S. for the Company’s development and resultant operations; capital expenditures and programs, including the Company’s 2026 Capex Guidance (as defined herein); estimates, and any change in estimates, of the mineral resources and mineral reserves at Thacker Pass; 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 U.S. to support industries and technologies dependent on lithium batteries, including the electric vehicle and battery energy storage system markets; 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; statements relating to revised capital cost estimates, including statements regarding the definitive capital cost estimate and its impact on the total capital costs, construction schedule and funding requirements of Thacker Pass; 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; 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;
2
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.
FLS involve known and unknown risks, assumptions and other factors that may cause actual results or performance to differ materially. FLS reflect the Company’s current views about future events, and while considered reasonable by the Company as of the date of this quarterly 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 are 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 general business and economic uncertainties and adverse market conditions; confidence that development, construction and operations at Thacker Pass will proceed as anticipated, including the impact of potential supply chain disturbances including but not limited to product availability, customs delays and shipping disruptions, especially with respect to steel, 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, ongoing conflict in the Middle East and potential changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences on, among other things, the extractive resource industry, the green energy transition and industries and technologies dependent on lithium batteries, including the electric vehicle and battery energy storage system markets; uncertainties inherent to the feasibility studies and 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, lithium-ion battery market, and battery energy storage system market; current technological trends; the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry; 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; 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; 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
3
priorities; the ability to satisfy production and lithium-recovery 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, the DOE, Orion, and Yorkville (each as defined herein) with terms of agreements; the lack of any material disputes or disagreements between the JV Partners; the Company’s ability to satisfy conditions to future delayed closings under the Yorkville Debentures and the Orion Notes; the Company’s ability to satisfy its obligations under the Yorkville Debentures, including interest payments, redemption obligations and conversion obligations; fluctuations in the trading price of the Company’s common shares and the potential dilutive effect of conversions under the Yorkville Debentures, the Orion Investment and the Warrants (as defined herein); 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 described under Part I, Item 1A, “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, as amended, filed with the U.S. Securities and Exchange Commission and elsewhere throughout that report, under Part II, Item 1A, “Risk Factors” in this quarterly report 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 quarterly report are 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.
4
LITHIUM AMERICAS CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars, except for shares in thousands)
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
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September 30, |
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December 31, |
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ASSETS |
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Cash (Note 2) |
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$ |
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$ |
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Restricted cash (Note 2) |
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Receivables |
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Total current assets |
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Investments measured at fair value (Note 16) |
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Mineral properties, plant and equipment, net (Note 3) |
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Deferred financing costs (Note 4) |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities (Note 6) |
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Current portion of lease liabilities (Note 7) |
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Convertible debt and conversion feature (Note 8) |
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Convertible debt measured at fair value (Note 9) |
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LAC Warrant obligation (Note 4) |
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JV Warrant obligation (Note 4) |
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DOE Loan (Note 4) |
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Royalty and production payment arrangements (Note 8) |
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Lease liabilities (Note 7) |
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Reclamation liabilities |
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Other liabilities (Note 7) |
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Total liabilities |
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$ |
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$ |
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Non-controlling interest (Note 5) |
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$ |
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$ |
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STOCKHOLDERS’ EQUITY |
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Common stock, |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities, non-controlling interest and stockholders’ equity |
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$ |
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$ |
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Subsequent events (Note 18)
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
1 The Company is the primary beneficiary in a variable interest entity (“VIE”). See Note 5 for further information related to the Company’s VIE. The consolidated assets as of September 30, 2026 and December 31, 2025 include $
5
LITHIUM AMERICAS CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars, except for shares in thousands)
properties, plant and equipment of $
6
LITHIUM AMERICAS CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars, except for per share amounts and shares in thousands)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS)
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Three Months Ended |
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Nine Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Operating expenses |
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Exploration expenditures |
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$ |
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$ |
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$ |
( |
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General and administrative expenses (Note 12) |
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( |
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( |
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( |
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( |
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Total operating expenses |
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( |
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( |
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( |
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( |
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Other income (expense) |
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Transaction costs (Note 13) |
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( |
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( |
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( |
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Gain (loss) on financial instruments measured at fair value: |
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Gain on LAC Warrant and JV Warrant obligations (Note 4) |
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Gain (loss) on convertible debt and conversion feature (Note 8) |
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Gain on convertible debt measured at fair value (Note 9) |
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Gain (loss) on investments measured at fair value |
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Other income (Note 14) |
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Total other income (expense) |
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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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Net income (loss) attributable to: |
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Common stockholders |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Non-controlling interest |
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( |
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( |
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Total |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Net income (loss) per share attributable to common stockholders, basic (Note 11) |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Net loss per share attributable to common stockholders, diluted (Note 11) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted average number of common shares outstanding, basic |
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Weighted average number of common shares outstanding, diluted |
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The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
7
LITHIUM AMERICAS CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars, except for shares in thousands)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY AND NON-CONTROLLING INTEREST
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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, 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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|
$ |
|
||||||
Shares issued on conversion of stock-based awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Shares issued under public offerings, net of issuance costs |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Capital contribution to Lithium Nevada Ventures LLC |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
|
||
Shares issued on conversion of stock-based awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Shares issued under public offerings, net of issuance costs |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Capital contribution to Lithium Nevada Ventures LLC |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
Shares issued on conversion of stock-based awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, January 1, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Shares issued under public offerings, net of issuance costs (Note 10) |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Shares issued on conversion of stock-based awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Issuance of LAC Warrant, net of issuance costs (Note 10) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Net income (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Balance, March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Shares issued under public offerings, net of issuance costs (Note 10) |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Shares issued on conversion of stock-based awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Net income (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance, June 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Shares issued under public offerings, net of issuance costs (Note 10) |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Shares issued on conversion of Yorkville convertible debt (Note 9) |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Shares issued on conversion of stock-based awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, September 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
8
LITHIUM AMERICAS CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
||
Adjustments for: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Amortization of right-of-use asset |
|
|
|
|
|
|
||
(Gain) loss on financial instruments measured at fair value: |
|
|
|
|
|
|
||
(Gain) on LAC Warrant and JV Warrant obligations (Note 4) |
|
|
( |
) |
|
|
|
|
(Gain) loss on convertible debt and conversion feature (Note 8) |
|
|
( |
) |
|
|
|
|
(Gain) on convertible debt measured at fair value (Note 9) |
|
|
( |
) |
|
|
|
|
(Gain) loss on investments measured at fair value |
|
|
|
|
|
( |
) |
|
Transaction costs expensed associated with financing activity (Note 13) |
|
|
|
|
|
|
||
Other items |
|
|
( |
) |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Decrease (increase) in receivables |
|
|
|
|
|
( |
) |
|
Decrease in prepaids and deposits |
|
|
|
|
|
|
||
Decrease in accounts payable |
|
|
( |
) |
|
|
( |
) |
Decrease in accrued liabilities |
|
|
( |
) |
|
|
( |
) |
Operating lease payments, net of non-cash interest accrual |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Investing activities |
|
|
|
|
|
|
||
Additions to mineral properties, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities |
|
|
|
|
|
|
||
Proceeds from convertible debt and production payment arrangements, net of issuance and transaction costs (Note 8) |
|
|
|
|
|
|
||
Proceeds from Yorkville convertible debt, net of issuance and transaction costs (Note 9) |
|
|
|
|
|
|
||
Proceeds from issuance of non-controlling interest (Note 5) |
|
|
|
|
|
|
||
Proceeds from public offerings, net of issuance costs (Note 10) |
|
|
|
|
|
|
||
Proceeds from DOE Loan (Note 4) |
|
|
|
|
|
|
||
Payment of financing costs |
|
|
( |
) |
|
|
( |
) |
Principal payments on finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net increase (decrease) in cash and restricted cash |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash and restricted cash, beginning of period (Note 2) 1 |
|
|
|
|
|
|
||
Cash and restricted cash, end of period (Note 2) 1 |
|
$ |
|
|
$ |
|
||
1 As at September 30, 2026 and December 31, 2025 balances include restricted cash of $
Supplemental disclosure with respect to cash flows (Note 15)
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
9
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM 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” or “LAC”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The Company operates in one operating segment and one geographical area. The development of Thacker Pass is undertaken through a joint venture (the “JV”) with General Motors Holdings LLC (“GM”) (Note 5).
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 financing 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
The unaudited condensed consolidated interim financial statements (the “Interim Statements”) of the Company 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”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. The Interim Statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows for the interim periods reported. The operating results for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full year. These Interim Statements are expressed in U.S. dollars, the Company’s presentation and functional currency.
These Interim Statements should be read in conjunction with the annual consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 19, 2026 (the “Fiscal 2025 Annual Financial Statements”). These policies have been applied on a consistent basis for all periods. Information related to recent accounting pronouncements, which are not yet effective, is included in Note 2 to the Fiscal 2025 Annual Financial Statements.
These Interim 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.
Significant Accounting Policies
Convertible debt measured under fair value option
The Company evaluates each eligible financial instrument at initial recognition to determine whether to elect the fair value option. When elected, and if the applicable criteria are met, the fair value option is applied to the financial instrument in its entirety and the election is irrevocable. Convertible debt accounted for under the fair value option is measured at fair value at each reporting date, which eliminates the need to separately account for an embedded conversion feature that would otherwise require bifurcation.
Changes in the fair value of the convertible debt, other than changes attributable to instrument-specific credit risk, are recognized in gain (loss) on convertible debt measured at fair value in the Consolidated Statements of Income (Loss). Changes in fair value attributable to instrument-specific credit risk are recognized separately in other comprehensive income (loss) and accumulated in accumulated other comprehensive income (loss). Amounts
10
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
accumulated in other comprehensive income (loss) related to instrument-specific credit risk are reclassified to the Consolidated Statements of Income (Loss) upon derecognition of the convertible debt. Interest costs on the convertible debt are capitalized in the Consolidated Balance Sheets as part of the Thacker Pass - construction in progress balance while the applicable capitalization criteria are met.
Recently Issued Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270): Narrow-scope improvements” (“ASU 2025-11”). The amendments clarify the scope, form, and content of interim financial statement disclosures and improve the navigability of Topic 270 without changing existing interim reporting requirements. ASU 2025-11 provides a comprehensive list of required interim disclosures and establishes a new disclosure principle requiring entities to disclose events that occur after the end of the last annual reporting period. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the amended guidance will have on its interim financial reporting and related disclosures.
|
|
September 30, |
|
|
December 31, |
|
||
Cash |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
As at September 30, 2026, $
Advances under the DOE Loan (as defined herein, Note 4), cash flows from Thacker Pass, and other amounts received by Lithium Nevada LLC (“LN”) are required to be held in restricted cash accounts owned by LN and managed by a collateral agent as described in Note 3 to the Fiscal 2025 Annual Financial Statements. As at September 30, 2026, 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 Condensed Consolidated Interim Balance Sheets. All cash and restricted cash is held through four Canadian chartered banks and two U.S. chartered 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.
|
|
September 30, |
|
|
December 31, |
|
||
Thacker Pass - construction in progress 1 |
|
$ |
|
|
$ |
|
||
Thacker Pass - property, plant and equipment |
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Finance lease right-of-use assets |
|
|
|
|
|
|
||
Total mineral properties, plant and equipment |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total mineral properties, plant and equipment, net |
|
$ |
|
|
$ |
|
||
1
11
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
In the three and nine months ended September 30, 2026, stock-based compensation related to restricted share units of $
The U.S. Department of Energy (the “DOE”) and the Company’s subsidiary, LN, executed a loan agreement on October 28, 2024 for a construction facility with a maximum borrowing of $
On January 30, 2026 (the “Issuance Date”), as required under the OWCA:
Borrowings under the DOE ATVM Loan Program
The following table represents a reconciliation from the initial recognition of advances under the DOE Loan to September 30, 2026.
|
|
Principal |
|
Debt Issuance Costs |
|
Net Outstanding |
|
|||
Initial recognition on October 20, 2025 1 |
|
$ |
|
$ |
( |
) |
$ |
|
||
Deferred interest costs |
|
|
|
|
- |
|
|
|
||
Amortization of debt issuance costs |
|
|
- |
|
|
|
|
|
||
Balance, December 31, 2025 |
|
$ |
|
$ |
( |
) |
$ |
|
||
Additional advances 2 |
|
|
|
|
( |
) |
|
|
||
Deferred interest costs |
|
|
|
|
- |
|
|
|
||
Amortization of debt issuance costs |
|
|
- |
|
|
|
|
|
||
Balance, September 30, 2026 |
|
$ |
|
$ |
( |
) |
$ |
|
||
1 First advance in the amount of $
2 Includes the second, third and fourth advances, which bear fixed contractual interest at a weighted-average rate of
Deferred financing costs of $
12
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
rate, after giving effect to the amortization of the portion of deferred financing costs allocated to all advances outstanding as of September 30, 2026, was approximately
The DOE Loan contains a variety of financial and non-financial 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.
In relation to each of its debt facilities, the Company was in compliance with all covenants at September 30, 2026 and at 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.
The following table represents a reconciliation from the initial recognition of the obligations pursuant to the LAC Warrant and the JV Warrant to the fair value of the warrant obligations as of September 30, 2026.
|
|
LAC Warrant Obligation |
|
JV Warrant Obligation |
|
Total Warrant Obligation |
|
|||
Initial recognition on October 7, 2025 |
|
$ |
|
$ |
|
$ |
|
|||
Gain on change in fair value |
|
|
( |
) |
|
( |
) |
|
( |
) |
Balance, December 31, 2025 |
|
$ |
|
$ |
|
$ |
|
|||
Loss (gain) on change in fair value |
|
|
|
|
( |
) |
|
( |
) |
|
LAC Warrant issued |
|
|
( |
) |
|
- |
|
|
( |
) |
Balance, September 30, 2026 |
|
$ |
- |
|
$ |
|
$ |
|
||
Obligation pursuant to the LAC Warrant
At October 7, 2025 and December 31, 2025, the obligation relating to the LAC Warrant was recorded as a financial liability, as the obligation was with respect to
Obligations pursuant to the JV Warrant and the Put, Call and Exchange Agreement
At October 7, 2025, December 31, 2025 and September 30, 2026, 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 Put, Call and Exchange Agreement 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 Condensed Consolidated Interim Balance Sheets, 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 Condensed Consolidated Interim Balance Sheets.
13
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
As described in Note 4 to the Fiscal 2025 Annual Financial Statements, on August 5, 2025, the $
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 JV due to the relative decision-making power of the parties over the most significant activities of the JV. As a result, the Company has consolidated Lithium Nevada Ventures, the JV, in these Interim Statements.
The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures are as follows:
|
|
September 30, |
|
December 31, |
|
||
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 |
|
$ |
|
$ |
|
||
GM final investment decision capital contribution |
|
|
|
|
|
||
Capital contribution to Lithium Nevada Ventures LLC |
|
|
|
|
|
||
Non-controlling interests share of income 1 |
|
|
|
|
|
||
Balance at end of period |
|
$ |
|
$ |
|
||
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) as the DOE Loan is funded, (a) all costs necessary to achieve completion of construction of Thacker Pass; and (b) all outstanding borrowings and interest thereon under the DOE Loan; 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 ($
14
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Accrued liabilities are comprised of the following items:
|
|
September 30, |
|
|
December 31, |
|
||
Trade accruals |
|
$ |
|
|
$ |
|
||
Employee related benefits |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Lease liabilities include the following:
|
|
September 30, |
|
|
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 |
|
$ |
|
|
$ |
|
||
Construction financing obligation
A third-party developer agreed to finance the construction of a railcar and truck terminal in Winnemucca, Nevada. At September 30, 2026, Other liabilities include a $
On April 1, 2025 (the “Orion Closing Date”), the Company closed a $
The Orion Notes mature on
15
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Orion has committed to purchase an additional $
In addition, the Company is obligated under a separate 2013 royalty agreement to pay an
Convertible Debt
The following reconciliation includes initial recognition of the components of the Orion Investment and activity to September 30, 2026:
|
|
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 |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
$ |
|
||||
Deferred interest cost |
|
|
|
|
- |
|
|
- |
|
|
|
|
|
- |
|
||
Discount amortization |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|||
Gain on embedded derivative |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
|
|
- |
|
Balance, September 30, 2026 |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
$ |
|
||||
The effective interest rate was
Production Payment Agreement and Royalty
|
|
September 30, |
|
|
December 31, |
|
||
Production Payment Agreement |
|
$ |
|
|
$ |
|
||
Royalty |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
On August 5, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP (“Yorkville”), for up to $
16
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The Company has elected the fair value option in measuring the Yorkville Debentures and, accordingly, these are measured at fair value at each reporting date.
The following reconciliation presents the initial recognition of the Yorkville Debentures and activity to September 30, 2026. The table presents the contractual principal and accrued interest amounts and the corresponding amounts measured at fair value under the fair value option.
|
|
Contractual Principal and Accrued Interest |
|
Fair Value |
|
||
Initial recognition on August 13, 2026 |
|
$ |
|
$ |
|
||
Deferred interest cost |
|
|
|
|
|
||
Gain from change in fair value |
|
|
|
|
( |
) |
|
Derecognition on conversion to common shares |
|
|
( |
) |
|
( |
) |
Balance, September 30, 2026 |
|
$ |
|
$ |
|
||
As at September 30, 2026, the aggregate unpaid principal and accrued interest balance of the Yorkville Debentures was $
During the three months ended September 30, 2026, Yorkville converted $
For the three and nine months ended September 30, 2026, the Company recognized a $
Transaction costs related to financial liabilities for which the fair value option has been elected are expensed as incurred. Transaction costs of $
Common Stock – At-the-Market (“ATM”) Program
On November 13, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares,
17
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
other expenses. On January 26, 2026, the Company completed the November 2025 ATM Program, and during the three months ended March 31, 2026, sold
On March 19, 2026, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares,
LAC Warrant
As described in Note 4, on January 30, 2026, the Company issued the LAC Warrant, which entitles the holder to purchase up to
Equity Incentive Plan
On October 3, 2023, the Company adopted an equity incentive plan (the “Plan”), which includes stock options, restricted share units, deferred share units, and performance share units up to an aggregate total of
Basic net income (loss) per share is computed by dividing the net income (loss) attributable to the Company’s shareholders by the weighted-average number of common shares outstanding during the period, which includes shares issuable for little to no consideration upon the exercise of the LAC Warrant subsequent to it being equity-classified. Diluted net income (loss) per share is computed similar to basic net income (loss) per share, except the net income (loss) is adjusted to reverse any gain or loss recognized in the period for equity instruments, if dilutive and the weighted average number of common shares outstanding is increased to include additional shares from the assumed exercise of equity instruments, if dilutive. Potentially dilutive common shares include those under share-based payment arrangements (stock options, restricted share units, deferred share units, and performance share units), the Orion Notes (Note 8) and the Yorkville Debentures (Note 9).
The following table summarizes the Company’s general and administrative expenses:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Salaries, benefits and directors’ fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Office and administration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
18
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The Company has expensed transaction costs in relation to the following transactions:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
DOE Loan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
GM’s non-controlling interest related to the JV |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Orion Notes Embedded Derivative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Yorkville Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
For the Three Months |
|
|
For The Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Interest earned on cash deposits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Interest received |
|
$ |
|
|
$ |
|
||
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 (Notes 4, 8 and 9) |
|
|
|
|
|
|
||
Capitalization of other non-cash interest |
|
|
|
|
|
|
||
Deposits on long-lead equipment and other long-term prepaids |
|
|
|
|
|
|
||
Construction financing obligation |
|
|
|
|
|
|
||
Other non-cash transactions including working capital changes |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
Settlement of LAC Warrant obligation through issuance of equity-classified warrants |
|
$ |
|
|
$ |
|
||
Conversion of Yorkville Debentures into common stock |
|
$ |
|
|
$ |
|
||
Except as disclosed below, the carrying value of the financial assets and liabilities where the measurement basis is other than fair value approximates 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 the original date. Cash and restricted cash, receivables, accounts payable, royalty obligations, Orion Notes, PPA and the DOE Loan are measured at amortized cost.
19
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
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. The fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities. At September 30, 2026 and December 31, 2025, there were no financial assets and financial liabilities measured and recognized at fair value on a nonrecurring basis subsequent to initial recognition.
|
|
|
|
Fair Value at |
|
|||||
|
|
Category |
|
September 30, |
|
|
December 31, |
|
||
Financial assets |
|
|
|
|
|
|
|
|
||
Investment in Green Technology Metals Limited 1 |
|
Level 1 |
|
$ |
|
|
$ |
|
||
Investment in Ascend Elements, Inc. 2 |
|
Level 3 |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
Financial liabilities |
|
|
|
|
|
|
|
|
||
LAC Warrant obligation (Note 4) 3 |
|
Level 3 |
|
$ |
|
|
$ |
|
||
JV Warrant obligation (Note 4) 4 |
|
Level 3 |
|
|
|
|
|
|
||
Orion Notes Embedded Derivative - conversion feature (Note 8) 5 |
|
Level 3 |
|
|
|
|
|
|
||
Yorkville Debentures (Note 9) 6 |
|
Level 3 |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
20
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM 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. As of September 30, 2026 and December 31, 2025, this includes the following:
|
|
|
September 30, 2026 |
|
|
|
December 31, 2025 |
|
||||||||||||
|
|
|
Carrying Value |
|
|
|
Fair Value |
|
|
|
Carrying Value |
|
|
|
Fair Value |
|
||||
Royalty obligation (Note 8) 1 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Production payment obligation (Note 8) 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Orion Notes host (Note 8) 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
DOE Loan (Note 4) 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 commitments 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 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
On October 7, 2026, the Company contributed an additional $
On November 11, 2026, the Company announced a definitive capital cost estimate (“Capex Estimate”) for Thacker Pass Phase 1 and revised its estimated Capex Estimate to approximately $
Pursuant to (a) an omnibus waiver, consent, and amendment to the DOE Loan (the “OWCA 3”) signed on November 10, 2026 and related loan documents, and (b) agreements among DOE, the Company, and GM, it is anticipated the incremental funding requirement will be fully met through, collectively, $
21
LITHIUM AMERICAS CORP.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The Company’s contributions on October 7, 2026, of $
22
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Item 2. 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 Company’s financial condition and results of operations and should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements (“Interim Statements”) and the notes thereto for the three and nine months ended September 30, 2026 and audited consolidated financial statements and the notes thereto for the years ended December 31, 2025 and 2024 (“FY 2025” and “FY 2024,” respectively). The financial information in this MD&A is derived from the Interim 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 Interim Statements and the notes thereto included in this Form 10-Q.
The Company’s fiscal year is the 12-month period ending December 31. All references to “Q3 2026” and “Q3 2025” are to the fiscal quarters for the three-month periods ended September 30, 2026 and September 30, 2025, respectively. All references to “YTD Q3 2026” and “YTD Q3 2025” are to the nine-month periods ended September 30, 2026 and September 30, 2025, respectively. Amounts stated in this MD&A are in U.S. dollars, unless otherwise indicated.
COMPANY BACKGROUND
Lithium Americas Corp. (the “Company,” “Lithium Americas” or “LAC”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, U.S. 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 September 30, 2026, the Company owned a 62% interest in Thacker Pass and managed the Project, GM owned a 38% interest in Thacker Pass, and the DOE owned a warrant to purchase 8,656,509,695 non-voting units of the JV, which was equal to a 5% economic interest in the JV on January 30, 2026 (the “Issuance Date”), at an exercise price of $0.0001 per unit (the “JV Warrant”). The JV is consolidated in the Interim 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.
Q3 2026 AND SUBSEQUENT TO Q3 2026 HIGHLIGHTS
23
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
24
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
CAPITAL EXPENDITURE AND 2026 CAPEX GUIDANCE
The Company has completed an updated Capex Estimate for Thacker Pass Phase 1 that reflects achieving advanced levels of construction, detailed engineering and procurement and further incorporates external factors, which have arisen following declaration of the final investment decision (“FID”) in April 2025. The updated Capex Estimate of $3.83 billion (including contingency) represents an increase from the prior Capex Estimate of $2.93 billion and reflects:
The Capex Estimate risk profile has been lowered with advanced levels of engineering and procurement completed, all earthworks and geotechnical risks have passed, and all remaining key long-lead equipment is expected to mobilize to site during November 2026. Further, the number of craft workers already on site lowers the risk associated with being able to achieve peak labor requirements by the end of 2026. For the remainder of construction, primary risks include costs associated with attraction and retention of quality craft labor and sustaining planned installation rates.
The Company estimates the incremental funding requirement arising from the Capex Estimate and other assumption changes to be approximately $995 million, summarized as follows:
25
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Pursuant to (a) an omnibus waiver, consent, and amendment to the DOE Loan (the “OWCA 3”) signed on November 10, 2026 and related loan documents, and (b) agreements among DOE, the Company, and GM, it is anticipated the incremental funding requirement will be fully met through, collectively, $650 million in contributions from the Company to the Thacker Pass JV level and, as and when required, $315 million currently credited to certain reserve accounts established and funded under the DOE Loan. In addition, amendments to the DOE Loan documents pursuant to the OWCA 3 will decrease the funding requirement of the Sustaining Capex Reserve Account (“SCRA”) by approximately $30 million during and after the ramp-up period of the Project. These contributions will result in an increase to the Company’s ownership percentage in the JV.
Peak capital expenditure is expected to be in fiscal year 2026, with the balance of capital expenditure spent throughout 2027 and into 2028 during ramp-up.
As of September 30, 2026, a total of $2.4 billion of construction capital costs and other project-related costs had been capitalized, of which $2.3 billion is part of the total Capex Estimate. The Company is now targeting a total Capex Estimate range of $1.7 billion to $2.0 billion for Thacker Pass Phase 1 for fiscal year 2026.
The table below summarizes capital expenditure in the three and nine months ended September 30, 2026, cumulative capital expenditure to September 30, 2026, as well as the Company’s 2026 capital expenditure guidance (“Capex Guidance”).
(in US$ millions, except as noted) |
|
For the Three Months Ended September 30, 2026 |
|
|
For the Nine Months Ended September 30, 2026 |
|
|
Fiscal Year 2026 Capex Guidance |
|
Cumulative to September 30, 2026 |
|
|||
Thacker Pass Phase 1 construction costs included in the total Capex Estimate 1, 2 |
|
$ |
639.6 |
|
|
$ |
1,398.7 |
|
|
$1.6 - $1.9 billion |
|
$ |
2,261.3 |
|
Other capitalized development costs for Thacker Pass 3 |
|
|
5.7 |
|
|
|
21.1 |
|
|
30.0 - 40.0 |
|
|
114.2 |
|
Capitalized interest, including the Orion Notes and DOE Loan |
|
|
17.2 |
|
|
|
45.1 |
|
|
55.0 - 65.0 |
|
|
72.1 |
|
Total |
|
$ |
662.5 |
|
|
$ |
1,464.9 |
|
|
$1.7 - $2.0 billion |
|
$ |
2,447.6 |
|
26
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
MATERIAL RELATIONSHIPS AND RELATED AGREEMENTS
DOE ATVM Loan Program
The DOE and the Company’s subsidiary, LN, executed the DOE Loan on October 28, 2024 for a construction facility with a maximum borrowing of $1.97 billion plus up to $289.6 million of capitalized interest for a total of $2.26 billion, provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program, to fund eligible construction costs of Thacker Pass through November 30, 2028. The DOE Loan was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures, and further amended on October 7, 2025 pursuant to the OWCA, which reduced the expected total loan amount to $2.23 billion (reflecting lower estimated capitalized interest during construction of $256 million).
On January 30, 2026, as required under the OWCA:
As of November 11, 2026, the Warrants had not been exercised.
Periodic repayments of principal and interest on the DOE Loan commence January 20, 2029, which has a maturity date of July 20, 2048. Prepayment is permitted at any time, subject to certain conditions.
As of September 30, 2026, the Company received advances under the DOE Loan of $435.0 million on October 20, 2025, $432.0 million on February 24, 2026, $342.0 million on June 3, 2026, and $239.0 million on August 21, 2026.
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 (the “JV Transaction”). The JV Transaction closed on December 23, 2024, prior to which the Company transferred its interest and certain other assets into Lithium Nevada Ventures. Under 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 for Phase 1 construction and a $195.0 million letter of credit facility (“LC Facility”) for DOE Loan reserve account collateral (issued for the benefit of Citibank, N.A. in its capacity as collateral agent under the DOE Loan on August 5, 2025).
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”), extended to 20 years concurrently with the DOE Loan closing. GM also entered into an additional 20-year offtake agreement for up to 38% of Phase 2 volumes (“Phase 2 Offtake Agreement” and, together with the Phase 1 Offtake Agreement, the “Offtake Agreements”), retaining a right of first offer on the remaining Phase 2 balance.
On October 7, 2025, in connection with the OWCA, the Company and GM agreed to amend the Offtake Agreements to, among other things, accelerate delivery dates for annual forecasts, extend the initial forecast period from two to three years (with the second and third years non-binding), require the JV to prioritize GM’s volume requirements, cap third-party commitments based on the difference between production and purchase forecasts, cap GM’s forecast growth at 20% year-over-year during the first five years, and provide GM with a profit true-up right if relinquished volumes are later needed at higher third-party costs.
27
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
If the DOE exercises the JV Warrant in full, the JV economic interests would (prior to the Company funding the additional $120 million DOE Loan reserve accounts that occurred on October 7, 2026 and the Company’s $650 million in contributions to the JV for the incremental funding requirement as a result of the Capex Estimate) be 59% the Company (which continues as manager of the Project), 36% GM, and 5% DOE, with voting interest unchanged at 62% and 38% for Lithium Americas and GM, respectively. The Company is working with the DOE and GM to finalize the related implications on JV interest holdings following the funding contribution mentioned above. The DOE has observer rights at JV Board meetings for so long as it holds the JV Warrant or non-voting JV units. The DOE and GM have certain rights under the Put, Call and Exchange Agreement that may result in ownership adjustments.
Orion Resource Partners
On April 1, 2025 (the “Orion Closing Date”), the Company closed a $250.0 million strategic investment (the “Orion Investment”) from fund entities managed by Orion Resource Partners LP (collectively, “Orion”) for the development and construction of Thacker Pass.
Orion purchased $195.0 million in aggregate principal amount of senior unsecured convertible notes (the “Orion Notes”) and entered into a production payment agreement (“PPA”) for $25.0 million, under which payments correspond to minerals processed and gross revenue from Thacker Pass (together, the Orion Notes and PPA represent an initial investment of $220.0 million). Orion has committed to purchase an additional $30.0 million in aggregate principal amount of Orion Notes within two years of the Orion Closing Date (the “Orion Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company.
The Orion Notes mature on April 1, 2030 and accrue interest at 9.875% annually, payable quarterly in arrears in cash or, at the Company’s option, by capitalizing to principal. The Orion Notes are convertible at the holder’s option at any time prior to maturity at an initial conversion price of $3.78 per share, subject to certain adjustments. In October 2025, Orion converted $97.5 million of principal, and the Company issued 25.8 million common shares to Orion, with future interest payable reduced pro rata.
Under the PPA, Orion is entitled to fixed and variable production payments on the first 41,500 tonnes of lithium processed at Thacker Pass annually, subject to certain adjustments.
Yorkville Advisors
On August 5, 2026, the Company entered into the Purchase Agreement with Yorkville for the Yorkville Debentures. At the initial closing on August 13, 2026, the Company issued $150 million in Yorkville Debentures. The Company retains the right to issue up to an additional $25 million in Yorkville Debentures (the “Yorkville Delayed Draw Notes”) in one or more subsequent closings at its discretion, subject to conditions as further described in the Purchase Agreement.
The Yorkville Debentures mature five years after each funding date and accrue interest at 5% per annum, payable semi-annually in arrears in cash or, at the Company’s option, by capitalizing to principal. The interest rate increases to 7.50% during the initial two-year period, and to 15% after two years, in each case if certain specified events occur (including if the stock price falls below the floor price for a specified period, if the registration statement is unavailable for an extended period, or if the exchange cap is substantially exhausted). The Yorkville Debentures are convertible at the holder’s option at a conversion price equal to the lower of (i) a fixed price equal to $4.56, or (ii) 95% of the lowest daily volume-weighted average price (“VWAP”) during the five consecutive trading days immediately preceding the date of conversion, subject to a floor price equal to $1.63. Subject to certain repayment limitations while convertible notes remain outstanding to Orion, the Company may redeem the Yorkville Debentures after 181 days at a 10% premium. Upon a change of control, subject to repayment limitations, Yorkville may require the Company to repurchase the Yorkville Debentures at a 10% premium. The Yorkville Debentures are subordinated to the Company’s obligations under the Orion Notes.
During Q3 2026, Yorkville converted $40.5 million of principal and accrued interest and the Company issued 14.3 million common shares to Yorkville, with future interest payable reduced pro rata.
28
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
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 local power infrastructure upgrades and construction of a transloading facility. At September 30, 2026, $10.9 million of eligible costs had been incurred and $0.9 million remained available.
RESULTS OF OPERATIONS
The selected consolidated financial information set out below has been derived from the Company's audited consolidated annual financial statements for FY 2025 and the Interim Statements and should be read in conjunction with those consolidated financial statements and the related notes thereto.
The Nine Months Ended September 30, 2026 compared with the Nine Months Ended September 30, 2025
The following table provides a summary of the Company’s Condensed Consolidated Interim Statements of Income (Loss) for YTD Q3 2026 compared with YTD Q3 2025.
|
|
For the Nine Months |
|
|
|
|
||||||
(in US$ millions except for per share amounts) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Net income (loss) |
|
$ |
96.4 |
|
|
$ |
(223.9 |
) |
|
$ |
320.3 |
|
Net income (loss) attributable to LAC stockholders |
|
|
76.4 |
|
|
|
(220.8 |
) |
|
|
297.2 |
|
Net income (loss) per share – basic - attributable to common stockholders |
|
|
0.21 |
|
|
|
(0.98 |
) |
|
|
1.19 |
|
Net loss per share - diluted - attributable to common stockholders |
|
|
(0.13 |
) |
|
|
(0.98 |
) |
|
|
0.85 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) comprised of: |
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses |
|
$ |
(35.5 |
) |
|
$ |
(24.1 |
) |
|
$ |
(11.4 |
) |
Transaction costs |
|
|
(8.3 |
) |
|
|
(18.3 |
) |
|
|
10.0 |
|
Gain (loss) on financial instruments measured at fair value: |
|
|
|
|
|
|
|
|
|
|||
Gain on LAC Warrant and JV Warrant obligations |
|
|
58.5 |
|
|
|
- |
|
|
|
58.5 |
|
Gain (loss) on convertible debt and conversion feature |
|
|
59.3 |
|
|
|
(187.1 |
) |
|
|
246.4 |
|
Gain on convertible debt measured at fair value |
|
|
5.2 |
|
|
|
- |
|
|
|
5.2 |
|
Gain (loss) on financial instruments measured at fair value |
|
|
(4.8 |
) |
|
|
1.2 |
|
|
|
(6.0 |
) |
Other income |
|
|
21.9 |
|
|
|
4.3 |
|
|
|
17.6 |
|
General and administrative expenses increased to $35.5 million in YTD Q3 2026 (YTD Q3 2025 - $24.1 million) due to increased hiring, share-based compensation, community investment, and regulatory and professional fees supporting expanded operations.
Transaction costs decreased to $8.3 million in YTD Q3 2026 (YTD Q3 2025 - $18.3 million). YTD Q3 2026 costs primarily related to advisory and professional fees for the Yorkville Debentures issuance in August 2026 and the LAC Warrant and JV Warrant issuances on January 30, 2026, while YTD Q3 2025 costs primarily related to the Orion Investment and advisory fees due upon achieving FID for Thacker Pass Phase 1.
The LAC Warrant and the JV Warrant were initially recognized as financial liabilities on October 7, 2025. A $5.0 million loss on change in fair value of the LAC Warrant was recognized in YTD Q3 2026 (YTD Q3 2025 - $nil), primarily reflecting the increase in the Company’s share price from $4.36 on December 31, 2025 to $4.87 on January 30, 2026, when the LAC Warrant was issued and reclassified to equity. A $63.5 million gain on change in fair value of the JV Warrant, including obligations under the Put, Call and Exchange Agreement, was recognized in YTD Q3 2026 (YTD Q3 2025 - $nil), primarily reflecting the decrease in share price from $4.36 on December 31, 2025 to $2.63 on September 30, 2026.
A $59.3 million gain on change in fair value of the embedded derivative associated with the Orion Notes (the “Embedded Derivative”) was recognized in YTD Q3 2026, primarily reflecting the decrease in the Company’s share price from $4.36 at December 31, 2025 to $2.63 at September 30, 2026. A $187.1 million loss on change in fair value of the Embedded Derivative was recognized in YTD Q3 2025, primarily reflecting the increase in the Company’s share price from $2.76 at April 1, 2025 to $5.71 at September 30, 2025.
29
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
A $5.2 million gain on change in fair value of the Yorkville Debentures was recognized in YTD Q3 2026 (YTD Q3 2025 - $nil), primarily reflecting the decrease in the Company’s share price from $3.43 at issuance on August 13, 2026 to $2.63 at September 30, 2026.
A $4.8 million loss on financial instruments measured at fair value was recognized in YTD Q3 2026 (YTD Q3 2025 - $1.2 million gain), primarily consisting of a $4.5 million loss on change in fair value of the Company’s investment in Ascend Elements, Inc. (“Ascend Elements”) (YTD Q3 2025 - $1.4 million gain). During YTD Q3 2026, the Company determined the fair value of the Ascend Elements investment was $nil based on public disclosures indicating significant uncertainty regarding recovery.
Other income for YTD Q3 2026 increased to $21.9 million (YTD Q3 2025 - $4.3 million), primarily due to higher interest income from increased balances in interest-generating bank accounts, driven largely by proceeds from the Company’s ATM programs.
The Three Months Ended September 30, 2026 compared with the Three Months Ended September 30, 2025
The following table provides a summary of the Company’s Condensed Consolidated Interim Statements of Income (Loss) for Q3 2026 compared with Q3 2025.
|
|
For the Three Months |
|
|
|
|
||||||
(in US$ millions except for per share amounts) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Net income (loss) |
|
$ |
90.1 |
|
|
$ |
(199.2 |
) |
|
$ |
289.3 |
|
Net income (loss) attributable to LAC stockholders |
|
|
74.7 |
|
|
|
(197.7 |
) |
|
|
272.4 |
|
Net income (loss) per share – basic - attributable to common stockholders |
|
|
0.19 |
|
|
|
(0.83 |
) |
|
|
1.02 |
|
Net loss per share – diluted - attributable to common stockholders |
|
|
(0.05 |
) |
|
|
(0.83 |
) |
|
|
0.78 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) comprised of: |
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses |
|
$ |
(9.3 |
) |
|
$ |
(9.7 |
) |
|
$ |
0.4 |
|
Transaction costs |
|
|
(7.3 |
) |
|
|
(0.6 |
) |
|
|
(6.7 |
) |
Gain (loss) on financial instruments measured at fair value: |
|
|
|
|
|
|
|
|
|
|||
Gain on JV Warrant obligation |
|
|
53.6 |
|
|
|
- |
|
|
|
53.6 |
|
Gain (loss) on convertible debt and conversion feature |
|
|
39.3 |
|
|
|
(193.8 |
) |
|
|
233.1 |
|
Gain on convertible debt measured at fair value |
|
|
5.2 |
|
|
|
- |
|
|
|
5.2 |
|
Gain (loss) on financial instruments measured at fair value |
|
|
(0.1 |
) |
|
|
3.4 |
|
|
|
(3.5 |
) |
Other income |
|
|
8.5 |
|
|
|
1.6 |
|
|
|
6.9 |
|
Transaction costs increased to $7.3 million in Q3 2026 (Q3 2025 - $0.6 million). Q3 2026 costs primarily related to advisory and professional fees for the issuance of the Yorkville Debentures.
The JV Warrant was initially recognized as a financial liability on October 7, 2025. A $53.6 million gain on change in fair value of the JV Warrant, including obligations under the Put, Call and Exchange Agreement, was recognized in Q3 2026 (Q3 2025 - $nil), primarily reflecting the decrease in the Company’s share price from $3.85 on June 30, 2026 to $2.63 on September 30, 2026.
A $39.3 million gain on change in fair value of the Embedded Derivative was recognized in Q3 2026, primarily reflecting the decrease in the Company’s share price from $3.85 at June 30, 2026 to $2.63 at September 30, 2026. A $193.8 million loss on change in fair value of the Embedded Derivative was recognized in Q3 2025, primarily reflecting the increase in the Company’s share price from $2.68 at June 30, 2025 to $5.71 at September 30, 2025.
A $5.2 million gain on change in fair value of the Yorkville Debentures was recognized in Q3 2026 (Q3 2025 - $nil), primarily reflecting the decrease in the Company’s share price from $3.43 at issuance on August 13, 2026 to $2.63 at September 30, 2026.
Other income increased to $8.5 million in Q3 2026 (Q3 2025 - $1.6 million), primarily due to higher interest income from increased balances in interest-generating bank accounts, driven largely by proceeds from the Company’s ATM programs.
30
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Selected financial position information
(in US$ millions) |
|
September 30, |
|
|
December 31, |
|
|
Change |
|
|||
Cash and restricted cash |
|
$ |
1,258.7 |
|
|
$ |
905.6 |
|
|
$ |
353.1 |
|
Mineral properties, plant and equipment, net |
|
|
2,569.9 |
|
|
|
1,344.0 |
|
|
|
1,225.9 |
|
Total assets |
|
|
3,945.8 |
|
|
|
2,579.0 |
|
|
|
1,366.8 |
|
Total liabilities |
|
|
1,853.2 |
|
|
|
992.4 |
|
|
|
860.8 |
|
At September 30, 2026, total assets increased by $1.4 billion from December 31, 2025, driven primarily by a $353.1 million increase in cash and restricted cash and a $1.226 billion net increase in mineral properties, plant and equipment, partially offset by a $205.8 million decrease in deferred financing costs.
At September 30, 2026, total liabilities increased by $860.8 million compared to December 31, 2025, primarily driven by the following:
LIQUIDITY AND CAPITAL RESOURCES
The Company has recurring net operational losses (excluding non-cash net gains on financial instruments measured at fair value) and negative operating cash flows and expects to continue operating at an operating loss for the foreseeable future while Thacker Pass Phase 1 is under development. The Company will not generate revenues from operations until after Thacker Pass begins production, with mechanical completion targeted in late 2027 and production ramp-up during 2028.
At September 30, 2026, the Company had cash of $961.6 million (December 31, 2025 - $568.2 million), restricted cash of $297.1 million (December 31, 2025 - $337.4 million), and working capital (non-GAAP) of $986.4 million (December 31, 2025 - $734.8 million). DOE Loan advances, 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 the Collateral Agency and
31
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Accounts Agreement (as amended, the “Accounts Agreement”) by and among LN, DOE, and Citibank, N.A. as collateral agent and depositary bank (“Depositary Bank”). LN must comply with certain reporting and notice requirements to draw upon or deposit amounts in these accounts. DOE Loan advances typically occur quarterly, and the Company draws upon those funds monthly.
The Company completed an updated Capex Estimate for Thacker Pass Phase 1 of $3.83 billion, including contingency, compared to the previous Capex Estimate of $2.93 billion. The Company estimates the incremental funding requirement arising from the updated Capex Estimate and other assumption changes to be approximately $995 million, summarized as follows:
It is anticipated that the incremental funding requirement will be fully met through, collectively, $650 million in contributions from the Company to the JV and, as and when required, $315 million currently credited to certain reserve accounts established and funded under the DOE Loan. In addition, amendments to the DOE Loan documents will decrease the funding requirement of the SCRA by approximately $30 million during and after the ramp-up period of the Project.
The Company has the following sources of liquidity or capital resources, which are also described above in sections Q3 2026 and Subsequent to Q3 2026 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. Subject to certain conditions, Orion agreed to purchase an additional $30.0 million in Orion Delayed Draw Notes within two years of the Orion Closing Date upon the Company’s request. In October 2025, Orion converted $97.5 million of principal and accrued interest into 25.8 million common shares. At September 30, 2026, the convertible debt principal balance was $118.9 million (December 31, 2025 - $110.5 million), with remaining principal and deferred interest 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 to finance construction of Phase 1 processing facilities at Thacker Pass. On October 7, 2025, the Company and DOE entered into the OWCA, which reduced the expected total loan amount to $2.23 billion (due to lower estimated capitalized interest of $256.0 million), while principal remained at $1.97 billion. The Company received its initial advance of $435.0 million on October 20, 2025, followed by its second advance of $432.0 million on February 24, 2026, third advance of $342.0 million on June 3, 2026, and fourth advance of $239.0 million on August 21, 2026, with advances totaling $1.448 billion to September 30, 2026. The Company agreed to contribute an additional $120 million to DOE Loan reserve accounts within 12 months of the OWCA, which occurred on October 7, 2026. Principal and interest repayments do not commence until January 2029.
On August 5, 2026, the Company entered into the Purchase Agreement for up to $175 million of Yorkville Debentures and $150 million was issued at initial closing on August 13, 2026. In Q3 2026, Yorkville converted $40.5 million of principal and accrued interest into 14.3 million common shares. The Company retains the right to issue up to an additional $25 million in Yorkville Delayed Draw Notes. The Yorkville Debentures are subordinated to the Orion Notes. At September 30, 2026, the convertible debt principal balance and accrued interest was $110.3 million, with remaining principal and deferred interest due in August 2031, unless redeemed or converted early. See “Yorkville Advisors” above for further discussion.
Joint Venture with GM
On October 15, 2024, the Company and GM entered into the Investment Agreement to establish the JV for funding, developing, constructing, and operating Thacker Pass. As of September 30, 2026, GM has contributed $430.0 million in
32
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
cash to the JV. In August 2025, GM provided a $195 million LC Facility, which bears no interest and matures with the DOE Loan, unless otherwise withdrawn under the Investment Agreement.
At September 30, 2026, the Company's net assets of $2.1 billion included $1.4 billion held in the JV (inclusive of GM's non-controlling interest), of which $1.4 billion was held by LN. The DOE Loan restricts transfers of assets from LN to the Company, including prohibitions on dividend payments, loans, other payments, and transfers of collateral. Exceptions to such restrictions are possible upon satisfaction of certain conditions, including construction milestones. The DOE Loan also requires LN to maintain working capital (non-GAAP) sufficient to cover project-related costs. The JV Transaction documents impose additional restrictions on asset transfers from LN, including transfers of material assets outside the ordinary course or assets exceeding $5.0 million (subject to exceptions for lithium sales in the ordinary course or sales of non-productive assets under $10.0 million).
Equity Offerings
On November 13, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250.0 million (the “November 2025 ATM Program”). The Company completed the November 2025 ATM Program on January 26, 2026. During the first quarter of 2026, the Company sold 32.5 million common shares at an average price of $5.92 per share, for aggregate net proceeds of $189.7 million after sales agent’s commission and other expenses.
On March 19, 2026, the Company established the March 2026 ATM Program, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250.0 million. As at September 30, 2026, the Company had sold 14.2 million common shares at an average price of $5.25 per share, for net proceeds of $72.6 million after sales agent's commission and other expenses. The remaining capacity under the March 2026 ATM Program is $175.7 million.
Cash Flow Summary
|
|
For the Nine Months |
|
|||||
(in US$ millions) |
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(21.1 |
) |
|
$ |
(47.1 |
) |
Net cash used in investing activities |
|
|
(1,039.1 |
) |
|
|
(525.7 |
) |
Net cash provided by financing activities |
|
|
1,413.3 |
|
|
|
364.2 |
|
Change in cash and restricted cash |
|
|
353.1 |
|
|
|
(208.6 |
) |
Cash and restricted cash – beginning of period |
|
|
905.6 |
|
|
|
594.2 |
|
Cash and restricted cash – end of period |
|
$ |
1,258.7 |
|
|
$ |
385.6 |
|
Operating Activities
Net cash used in operating activities in YTD Q3 2026 was $21.1 million, compared to net cash used of $47.1 million in YTD Q3 2025, primarily due to higher interest income of $17.9 million and lower transaction costs of $9.9 million.
Investing Activities
Net cash used in investing activities in YTD Q3 2026 was $1.0 billion, an increase of $513.4 million from YTD Q3 2025, primarily due to higher construction activity and expenditures at Thacker Pass.
Financing Activities
Net cash provided by financing activities in YTD Q3 2026 was $1.4 billion, compared to net cash provided by financing activities of $364.2 million in YTD Q3 2025. YTD Q3 2026 net proceeds received from financing transactions included $189.7 million in net proceeds from the November 2025 ATM Program, $72.6 million in net proceeds from the March 2026 ATM Program, $1.0 billion from DOE Loan advances and net proceeds from the issuance of the Yorkville Debentures of $142.7 million, partially offset by principal payments for finance lease obligations and financing fees. In YTD Q3 2025, net proceeds received from financing transactions included $211.8 million for the Orion Notes and PPA, $100.0 million
33
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
contribution from GM to the JV at FID, and $66.1 million in net proceeds from ATM programs, partially offset by principal payments for finance lease obligations and financing fees.
Contractual Obligations
The Company’s contractual obligations, commitments under long-term purchase agreements and other commitments as at September 30, 2026 are disclosed in Notes 4, 7, 8, 9 and 17 to the Interim Statements for the nine months ended September 30, 2026.
OFF-BALANCE SHEET ARRANGEMENTS
As at September 30, 2026, 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 BONDS
The carrying value of the decommissioning liability arising from exploration and development activities at Thacker Pass was $0.5 million as of September 30, 2026 (December 31, 2025 - $0.5 million). The Company has a $1.7 million reclamation bond payable to the Bureau of Land Management (“BLM”), guaranteed by a third-party insurance company, with $0.3 million accepted and obligated for exploration projects. In February 2025, a $73 million reclamation bond payable to the BLM was established for Thacker Pass and accepted and obligated in March 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company’s Interim Statements for September 30, 2026 have been prepared in accordance with U.S. GAAP. Preparation of these Interim Statements requires management to make estimates affecting reported amounts of assets, liabilities, and expenses. The Company bases its estimates on historical experience and various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
The significant accounting policies of the Company are described in Note 2 to the audited consolidated financial statements for the year ended December 31, 2025. A summary of the Company’s critical accounting estimates is described in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s annual report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies or estimates during the nine months ended September 30, 2026, aside from the application of the accounting policy to the Yorkville Debentures as described in Note 1 to the Interim Statements for the nine months ended September 30, 2026.
Accounting Developments
For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 to the audited consolidated financial statements for the year ended December 31, 2025 and Note 1 to the Interim Statements for the nine months ended September 30, 2026.
USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATION
The Company makes reference to certain non-GAAP measures. These measures are not recognized 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 provide additional information to complement 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 U.S. GAAP performance measures of liquidity. In addition to U.S. GAAP results, the Company uses “working capital,” a non-GAAP measure, to provide investors with a supplemental measure of liquidity and highlight trends in the core business that may not otherwise be apparent when relying solely on U.S. GAAP measures.
34
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
“Working capital” is the difference between current assets and current liabilities, 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 measure because it believes it assists readers in understanding the Company’s financial position and provides further information about liquidity to investors.
(in US$ millions) |
|
September 30, |
|
|
December 31, |
|
|
Change |
|
|||
Current assets |
|
$ |
1,262.0 |
|
|
$ |
911.6 |
|
|
$ |
350.4 |
|
Less: current liabilities |
|
|
275.6 |
|
|
|
176.8 |
|
|
|
98.8 |
|
Working capital (non-U.S. GAAP) |
|
$ |
986.4 |
|
|
$ |
734.8 |
|
|
$ |
251.6 |
|
35
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's exposure to market risk is described in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk of the annual report on Form 10-K for the year ended December 31, 2025. The Company believes its exposure to market risk has not changed materially since then.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“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 September 30, 2026. 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 were no changes in the Company's internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
36
PART II - OTHER INFORMATION
Item 1. 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 that arose in the ordinary course of resource development. There are no current adversarial matters involving the Company or its regulatory authorizations.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes to the risk factors disclosed in Part I. Item 1A. Risk Factors of the Company's annual report on Form 10-K for the year ended December 31, 2025.
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, including funding the Company’s share of equity contributions toward the incremental funding requirement arising from the increased Capex Estimate for Thacker Pass Phase 1, 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 DOE in connection with the JV, which could further dilute the Company’s ownership interest in Thacker Pass. In addition, if the Company does not fund its proportionate share of equity contributions toward the incremental funding requirement, or if the DOE exercises the JV Warrant, the Company’s interest in the JV could be reduced. 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 Notes, conversion of the Yorkville Debentures and the exercise of the Warrants issued 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 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 Notes. 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. The Company also agreed to register up to 72,553,609 common shares issuable to Yorkville upon conversion of the Yorkville Debentures.
Sales of common shares by the Company or its stockholders, 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.
37
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Refer to Part I. Item 4. Mine Safety Disclosures of the Company's annual report on Form 10-K for the year ended December 31, 2025. During the three months ended September 30, 2026, the Company and its subsidiaries did not experience any mining-related fatalities. Any health and safety violations, orders or citations issued by the U.S. Department of Labor’s Mine Safety and Health Administration to the Company, or its contractors at Thacker Pass, were resolved and the Company was not subject to related assessments or legal actions.
Item 5. Other Information
During the three months ended September 30, 2026, none of the Company’s directors or officers, as defined in Rule 16a-1(f) of the Exchange Act,
38
Item 6. Exhibits
Each exhibit identified below is included as a part of this quarterly report. Exhibits included in this filing are designated by an asterisk (“*”); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Exhibits designated by two asterisks (“**”) are furnished herewith.
Exhibit No. |
|
Description |
|
|
|
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 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+
|
|
Subordinated Convertible Debenture, dated August 13, 2026, issued by Lithium Americas Corp. to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on August 13, 2026). |
|
|
|
4.2+
|
|
Registration Rights Agreement, dated August 5, 2026, by and between Lithium Americas Corp. and YA II PN, Ltd. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Lithium Americas Corp. on August 13, 2026). |
|
|
|
10.1+ |
|
Securities Purchase Agreement, dated August 5, 2026, by and between Lithium Americas Corp. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on August 6, 2026). |
|
|
|
31.1* |
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, 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 by Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2** |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS** |
|
Inline XBRL Instance Document. |
|
|
|
101.SCH** |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104** |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). |
|
|
|
* |
|
Filed herewith. |
** |
|
Furnished herewith. |
# |
|
Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company 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 Company agrees to furnish supplementally an unredacted copy of the Exhibit to the Securities and Exchange Commission upon its request. |
39
SIGNATURES
Pursuant to the requirements 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) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
|
November 12, 2026 |
|
By: |
/s/ Jonathan Evans |
|
|
|
|
|
Jonathan Evans |
|
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
(Principal Executive Officer) |
Date: |
|
November 12, 2026 |
|
By: |
/s/ Luke Colton |
|
|
|
|
|
Luke Colton |
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
(Principal Financial Officer) |
40