Orion Resource Partners discloses 8.8% Americas Corp. (LAC) stake via note

Rhea-AI Filing Summary

Orion Resource Partners (USA) LP reports beneficial ownership of 29,226,660 common shares of Americas Corp., representing about 8.8% of the company’s outstanding common shares. This position comes from a convertible note held by an affiliated fund, which can be converted at $3.78 per share.

Conversions are limited by a “Blocker” that prevents Orion and its affiliates from exceeding 9.99% ownership, with a possible increase to a 19.99% cap at least 60 days after giving notice. Orion has sole voting and dispositive power over the reported shares and states the holdings are in the ordinary course of business, not to influence control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

LITHIUM AMERICAS CORP.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

53681J103

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 53681J103

1

Names of Reporting Persons

ORION RESOURCE PARTNERS (USA) LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 29,226,660.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 29,226,660.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

29,226,660.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.8 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: LITHIUM AMERICAS CORP.
(b)	Address of issuer's principal executive offices: 3260 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of Orion Resource Partners (USA) LP (the "Reporting Person"). The Reporting Person serves as investment advisor to OMF Fund IV SPV M LLC, a limited liability company existing under the laws of the State of Delaware ("Fund IV"). In such capacity, the Reporting Person may be deemed to have voting and investment control over the Common Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of the Reporting Person is 1045 Avenue of the Americas, New York, NY 10018.
(c)	Citizenship: The Reporting Person is a Delaware limited partnership.
(d)	Title of class of securities: Common Shares, no par value per share
(e)	CUSIP No.: 53681J103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of December 31, 2025, the Reporting Person may be deemed the beneficial owner of 29,226,660 Common Shares Fund IV has the right to acquire upon conversion of $110,476,775 in principal of a convertible note at a conversion price of $3.78 per Common Share (the "Convertible Note"), subject to the Blocker (as defined herein). The Issuer shall not issue any Common Shares pursuant to the terms of the Convertible Note to the extent that any such issuance would result in the holder of the Convertible Note and its affiliates, if acting as a group and required to aggregate their beneficial ownership of Common Shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), owning more than 9.99% of the issued and outstanding Common Shares at the time of the conversion, subject to a potential increase to a 19.99% cap provided that any increase will not be effective until at least 60 days after the Reporting Person delivers notice of such increase to the Issuer (the "Blocker").
(b)	Percent of class: As of December 31, 2025, the Reporting Person may be deemed the beneficial owner of approximately 8.8% of the Common Shares outstanding. This percentage is based on the sum of (i) 303,488,288 Common Shares outstanding as of November 12, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, and (ii) 29,226,660 Common Shares Fund IV has the right to acquire upon conversion of the Convertible Note, subject to the Blocker, which have been added to the total Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 29,226,660
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 29,226,660
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The responses to Items 2 and 4 are incorporated by reference herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ORION RESOURCE PARTNERS (USA) LP

Signature:	/s/ Rick Gashler
Name/Title:	Rick Gashler, Chief Compliance Officer
Date:	02/17/2026

FAQ

What percentage of Americas Corp. (LAC) does Orion Resource Partners beneficially own?

Orion Resource Partners (USA) LP reports beneficial ownership of approximately 8.8% of Americas Corp.’s common shares. This percentage is calculated using 303,488,288 shares outstanding plus 29,226,660 shares Orion’s affiliated fund can acquire through conversion of a convertible note, subject to ownership limits.

How many Americas Corp. (LAC) shares does Orion Resource Partners report controlling?

Orion Resource Partners reports beneficial ownership of 29,226,660 common shares of Americas Corp. These shares are issuable upon conversion of a $110,476,775 convertible note at a $3.78 per share conversion price, and Orion has sole voting and dispositive power over this amount.

What instrument gives Orion its stake in Americas Corp. (LAC)?

Orion’s reported stake comes from a convertible note held by OMF Fund IV SPV M LLC. The note has $110,476,775 principal and is convertible into 29,226,660 common shares at $3.78 per share, giving Orion indirect voting and investment control over those shares.

What is the ownership blocker affecting Orion’s stake in Americas Corp. (LAC)?

The convertible note includes a Blocker that prevents Orion and its affiliates from owning more than 9.99% of Americas Corp.’s outstanding common shares. This cap can be increased to 19.99%, but only after at least 60 days following Orion’s written notice to the issuer.

Does Orion Resource Partners seek to control Americas Corp. (LAC) with this position?

Orion states the securities were acquired and are held in the ordinary course of business. It certifies they were not acquired and are not held to change or influence control of Americas Corp., nor in connection with any transaction having that purpose or effect.

Who is the reporting person on this Schedule 13G/A for Americas Corp. (LAC)?

The reporting person is Orion Resource Partners (USA) LP, a Delaware limited partnership acting as investment adviser to OMF Fund IV SPV M LLC. In that capacity, Orion may be deemed to have voting and investment control over the 29,226,660 common shares reported.