Lithium Americas lifts Phase 1 cost estimate to $3.83B
LAC anticipates meeting the approximately $995 million incremental requirement with $650 million in JV contributions and $315 million in DOE Loan reserve accounts.
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. (LAC) reported third-quarter results and revised the Thacker Pass Phase 1 capital cost estimate to $3.83 billion, including contingency, from $2.93 billion. The company estimates an approximately $995 million incremental funding requirement: $895 million in additional capital expenditure, $58 million in net reserve-account increases, and $42 million net across other areas. Fiscal 2026 capital expenditure guidance is $1.7 billion to $2.0 billion.
The company anticipates meeting the incremental requirement through $650 million in contributions to the Thacker Pass joint venture and, as required, $315 million credited to DOE Loan reserve accounts; those contributions will increase LAC’s JV ownership percentage. Q3 net income attributable to LAC stockholders was $74.7 million, versus a $197.7 million loss a year earlier, with reported quarterly gains including $53.6 million on the JV warrant and $39.3 million on an embedded derivative. Cash and restricted cash totaled $1,258.7 million at September 30, 2026. Phase 1 targets mechanical completion in late 2027, with ramp-up through 2028.
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.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointQ3 LAC-attributable income: $74.7 million versus prior-year loss of $197.7 million.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Phase 1 capex: $3.83 billion, up from $2.93 billion; incremental funding need: approximately $995 million.
Filing Explained
LAC reported 377,334,749 common shares issued and outstanding on November 11, 2026.
The 8-K furnishes LAC’s Q3 results and reports completed share issuances: it sold 1.1 million ATM shares for
An ATM program allows gradual sales of new shares into the open market at prevailing prices, rather than a single priced deal; LAC reports the Q3 ATM shares sold at an average of
8-K Event Classification
Key Figures
Key Terms
Capex Estimate financial
Sustaining Capex Reserve Account financial
Embedded Derivative financial
EPCM technical
mechanical completion technical
Earnings Snapshot
Fiscal 2026 Capex Guidance for Thacker Pass Phase 1: $1.7 billion to $2.0 billion.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is LAC’s updated Thacker Pass Phase 1 cost estimate?
How did LAC perform in Q3 2026?
How does LAC plan to fund the Thacker Pass cost increase?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
(Address of principal executive offices, and Zip Code)
(
IR@lithiumamericas.com
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading |
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Name of Each Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
1
Item 2.02 Results of Operations and Financial Condition
On November 12, 2026, Lithium Americas Corp. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in this Item 2.02, including Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
The disclosure set forth in Item 2.02 above is incorporated by reference into this Item 7.01.
The information contained in this Item 7.01, including Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit |
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Description |
99.1 |
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Press release dated November 12, 2026 of Lithium Americas Corp. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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.
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LITHIUM AMERICAS CORP. |
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(Registrant) |
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Dated: November 12, 2026 |
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By: |
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/s/ Jonathan Evans |
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Jonathan Evans |
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Chief Executive Officer |
3
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Exhibit 99.1
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NEWS RELEASE |
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TSX: LAC ● NYSE: LAC |
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www.lithiumamericas.com |
Lithium Americas Reports Third Quarter 2026 Results
(All amounts in US$ unless otherwise indicated)
November 12, 2026 – Vancouver, Canada: Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas,” “LAC” or the “Company”) announced that it has filed its Quarterly Report on Form 10-Q, which includes the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 (“Q3 2026”). The Company continues to progress major construction at its Thacker Pass lithium project in Humboldt County, Nevada (“Thacker Pass” or the “Project”), with Phase 11 targeting mechanical completion in late 2027, with ramp-up through 2028.
Jonathan Evans, President and Chief Executive Officer of Lithium Americas, said, “Thacker Pass is one of the largest construction projects in Nevada and is on track to deliver America's largest fully integrated source of domestic battery-quality lithium carbonate. Thacker Pass represents more than a strategic supply chain asset, it is an investment in Nevada workers and local communities, creating meaningful, family-supporting jobs. We are proud to build a lithium operation expected to help secure America’s critical mineral independence, which is key for national security.”
Q3 2026 AND SUBSEQUENT TO Q3 2026 HIGHLIGHTS
1 See the Company's NI 43-101 technical report dated effective December 31, 2024, "National Instrument 43-101 Technical Report - Thacker Pass Project, Humboldt County, Nevada, USA" for full details.
1
2
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:
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
3
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 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) |
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For the Three Months Ended September 30, 2026 |
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For the Nine Months Ended September 30, 2026 |
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Fiscal Year 2026 Capex Guidance |
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Cumulative to September 30, 2026 |
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Thacker Pass Phase 1 construction costs included in the total Capex Estimate 1, 2 |
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$ |
639.6 |
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$ |
1,398.7 |
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$1.6 - $1.9 billion |
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$ |
2,261.3 |
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Other capitalized development costs for Thacker Pass 3 |
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5.7 |
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21.1 |
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30.0 - 40.0 |
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114.2 |
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Capitalized interest, including the Orion Notes 4 and DOE Loan |
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17.2 |
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45.1 |
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55.0 - 65.0 |
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72.1 |
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Total |
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$ |
662.5 |
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$ |
1,464.9 |
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$1.7 - $2.0 billion |
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$ |
2,447.6 |
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4
PROJECT PROGRESS PHOTOS
Figure A: The 156,000 pound and 120 feet high Final Absorbing Tower is moved into place at the Sulfuric Acid Plant. |
Figure B: Six crystallizers installed in the Magnesium Sulfate Building. |
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Figure C: The 1610 Main Power Control Room is the critical first step for energizing the process plant. |
Figure D: The lower section of the brine concentrators are installed north of the Magnesium Sulfate building. |
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RESULTS OF OPERATIONS
The selected consolidated financial information set out below has been derived from the Company's audited consolidated annual financial statements for the year ended December 31, 2025 (“FY 2025”) and unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 (“Q3 2026”) 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 unaudited Condensed Consolidated Interim Statements of Income (Loss) for the nine months ended September 30, 2026 (“YTD Q3 2026”) compared with the nine months ended September 30, 2025 (“YTD Q3 2025”).
5
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For the Nine Months |
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(in US$ millions except for per share amounts) |
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2026 |
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2025 |
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Change |
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Net income (loss) |
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$ |
96.4 |
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$ |
(223.9 |
) |
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$ |
320.3 |
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Net income (loss) attributable to LAC stockholders |
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76.4 |
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(220.8 |
) |
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297.2 |
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Net income (loss) per share – basic - attributable to common stockholders |
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0.21 |
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(0.98 |
) |
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1.19 |
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Net loss per share - diluted - attributable to common stockholders |
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(0.13 |
) |
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(0.98 |
) |
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0.85 |
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Net income (loss) comprised of: |
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General and administrative expenses |
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$ |
(35.5 |
) |
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$ |
(24.1 |
) |
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$ |
(11.4 |
) |
Transaction costs |
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(8.3 |
) |
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(18.3 |
) |
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10.0 |
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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 |
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58.5 |
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- |
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58.5 |
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Gain (loss) on convertible debt and conversion feature |
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59.3 |
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(187.1 |
) |
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246.4 |
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Gain on convertible debt measured at fair value |
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5.2 |
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- |
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5.2 |
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Gain (loss) on financial instruments measured at fair value |
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(4.8 |
) |
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1.2 |
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(6.0 |
) |
Other income |
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21.9 |
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4.3 |
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17.6 |
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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 for the warrants the Company issued to the DOE to purchase up to 18,268,687 common shares (“LAC Warrant”) and the warrants the JV issued to the DOE to purchase 8,656,509,695 non-voting units of the JV (“JV Warrant”) on January 30, 2026 (the “Issuance Date”), while YTD Q3 2025 costs primarily related to the Orion Investment (“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.
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 - $4.3 million), primarily due to higher interest income from increased balances in interest-generating bank accounts, driven largely by proceeds from the Company’s ATM programs.
6
The Three Months Ended September 30, 2026 compared with the Three Months Ended September 30, 2025
The following table provides a summary of the Company’s Condensed Consolidated Interim Statements of Income (Loss) for Q3 2026 compared with the three months ended September 30, 2025 (“Q3 2025”).
|
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For the Three Months |
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(in US$ millions except for per share amounts) |
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2026 |
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2025 |
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Change |
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Net income (loss) |
|
$ |
90.1 |
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$ |
(199.2 |
) |
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$ |
289.3 |
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Net income (loss) attributable to LAC stockholders |
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74.7 |
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|
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(197.7 |
) |
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272.4 |
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Net income (loss) per share – basic - attributable to common stockholders |
|
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0.19 |
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|
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(0.83 |
) |
|
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1.02 |
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Net loss per share – diluted - attributable to common stockholders |
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(0.05 |
) |
|
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(0.83 |
) |
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0.78 |
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|
|
|
|
|
|
|
|
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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 |
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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 - $1.6 million), primarily due to higher interest income from increased balances in interest-generating bank accounts, driven largely by proceeds from the Company’s ATM programs.
Selected financial position information
(in US$ millions) |
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September 30, |
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|
December 31, |
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Change |
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Cash and restricted cash |
|
$ |
1,258.7 |
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$ |
905.6 |
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$ |
353.1 |
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Mineral properties, plant and equipment, net |
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|
2,569.9 |
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1,344.0 |
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|
|
1,225.9 |
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Total assets |
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|
3,945.8 |
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|
|
2,579.0 |
|
|
|
1,366.8 |
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Total liabilities |
|
|
1,853.2 |
|
|
|
992.4 |
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|
|
860.8 |
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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.
7
At September 30, 2026, total liabilities increased by $860.8 million compared to December 31, 2025, primarily driven by the following:
This news release should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 and annual report on Form 10-K for the year ended December 31, 2025, available on the Company’s issuer profile on EDGAR at www.sec.gov, SEDAR+ at www.sedarplus.ca and on the Company’s website at www.lithiumamericas.com.
ABOUT LITHIUM AMERICAS
Lithium Americas is building Thacker Pass, located in Humboldt County, in northern Nevada. Phase 1 is designed for nominal production capacity of 40,000 tonnes per year of battery-quality lithium carbonate, and mechanical completion is targeted for late 2027. Thacker Pass hosts the largest known measured lithium resource (Measured and Indicated) in the world and is owned by a JV between Lithium Americas and GM. The DOE holds LAC Warrants to purchase common shares equivalent to a 5% equity stake of the Company as of the Issuance Date, as well as JV Warrants to purchase a non-voting, non-transferable equity interest in the JV equivalent to a 5% interest as of the Issuance Date. Lithium Americas’ shares are listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol LAC. To learn more, visit www.lithiumamericas.com or follow @LithiumAmericas on social media.
TECHNICAL INFORMATION
The scientific and technical information in this news release has been reviewed and approved by Rene LeBlanc, PhD, SME, Vice President, Commercial and Product Strategy of the Company, and a “qualified person” as defined under National Instrument 43-101 and Subpart 1300 of Regulation S-K under the United States Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
8
This news release, 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 news release, 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 Y3orkville 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; the Company’s commitment to sustainable development, limiting the environmental impact at Thacker Pass and plans for phased
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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 news release, 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
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and construction estimates; that the Company will meet its future objectives and 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 news release 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 news release 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.
INVESTOR CONTACT
Virginia Morgan
Vice President, Investor Relations and ESG
+1-778-726-4070
ir@lithiumamericas.com
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