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[10-Q] Lithium Americas Corp. Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Lithium Americas Corp. (LAC) reported progress toward commercializing the Thacker Pass project while continuing to operate as a pre-revenue developer. The company recorded a Q2 net loss of $13.25 million and a six-month net loss of $24.78 million, or $0.06 and $0.11 per share for the quarter and six months, respectively. Cash and restricted cash totaled $509.1 million at June 30, 2025, while total assets were $1.339 billion and total liabilities were $303.3 million. Mineral properties, plant and equipment rose to $810.1 million, reflecting capitalized Phase 1 construction activity.

The quarter included material financing and project milestones disclosed in the filing: a $220 million Orion investment (including $195 million of convertible notes and a $25 million production payment agreement), GM and LAC cash contributions at FID totaling $291.6 million to the JV, consolidation of the JV with GM holding a $419.5 million non-controlling interest, and an executed $2.26 billion DOE loan expected to be drawn beginning in H2 2025. Construction and procurement activity advanced with detailed engineering ~70% complete and targeted Phase 1 completion in late 2027.

Lithium Americas Corp. (LAC) ha comunicato progressi verso la commercializzazione del progetto Thacker Pass, mantenendosi però nella fase di sviluppatore senza ricavi. La società ha riportato una perdita netta nel Q2 di $13.25 milioni e una perdita netta sui sei mesi di $24.78 milioni, pari a $0.06 e $0.11 per azione rispettivamente per il trimestre e per il semestre. La liquidità e le disponibilità vincolate ammontavano a $509.1 milioni al 30 giugno 2025; le attività totali erano $1.339 miliardo e le passività totali $303.3 milioni. Le proprietà minerarie, gli impianti e i macchinari sono saliti a $810.1 milioni, a seguito della capitalizzazione delle attività di costruzione della Fase 1.

Il trimestre ha incluso importanti passaggi finanziari e traguardi di progetto evidenziati nel documento: un investimento Orion da $220 milioni (comprensivo di $195 milioni in note convertibili e di un accordo di pagamento alla produzione da $25 milioni), contributi in contanti di GM e LAC al FID per un totale di $291.6 milioni alla JV, la consolidazione della JV con GM che detiene una partecipazione di minoranza di $419.5 milioni, e un prestito DOE da $2.26 miliardi concordato e previsto in erogazione a partire dalla seconda metà del 2025. Le attività di costruzione e approvvigionamento sono progredite: l'ingegneria di dettaglio è circa al 70% e il completamento della Fase 1 è previsto per la fine del 2027.

Lithium Americas Corp. (LAC) informó avances hacia la comercialización del proyecto Thacker Pass, aunque sigue operando como desarrollador sin ingresos. La compañía registró una pérdida neta en el Q2 de $13.25 millones y una pérdida neta de seis meses de $24.78 millones, o $0.06 y $0.11 por acción para el trimestre y los seis meses, respectivamente. El efectivo y efectivo restringido sumaban $509.1 millones al 30 de junio de 2025, mientras que los activos totales eran $1.339 mil millones y los pasivos totales $303.3 millones. Las propiedades minerales, planta y equipo aumentaron a $810.1 millones, reflejando la capitalización de la construcción de la Fase 1.

El trimestre incluyó hitos financieros y del proyecto divulgados en el informe: una inversión de Orion por $220 millones (incluyendo $195 millones en pagarés convertibles y un acuerdo de pago por producción de $25 millones), aportes en efectivo de GM y LAC en el FID por un total de $291.6 millones a la JV, la consolidación de la JV con GM manteniendo una participación no controladora de $419.5 millones, y un préstamo DOE de $2.26 mil millones ejecutado y que se espera sea desembolsado a partir de la segunda mitad de 2025. La construcción y las adquisiciones avanzaron, con ingeniería de detalle aproximadamente al 70% y la finalización de la Fase 1 prevista para finales de 2027.

Lithium Americas Corp. (LAC)ëŠ� Thacker Pass 프로ì íЏ ìƒì—…화를 향한 ì§„ì „ì� 보고했으ë‚� 여전íž� 매출 ì � 단계ì� 개발사로 ìš´ì˜ ì¤‘ìž…ë‹ˆë‹¤. 회사ëŠ� 2분기 순ì†ì‹� $13.25백만ê³� 6개월 ëˆ„ì  ìˆœì†ì‹� $24.78백만ì� 기ë¡í–ˆìœ¼ë©�, 주당 ì†ì‹¤ì€ ê°ê° 분기와 6개월 기준으로 $0.06 ë°� $0.11입니ë‹�. 현금 ë°� 제한ë� í˜„ê¸ˆì€ 2025ë…� 6ì›� 30ì� 기준 $509.1백만ì´ì—ˆê³�, ì´ìžì‚°ì€ $1.339ì‹­ì–µ, ì´ë¶€ì±„는 $303.3백만ì´ì—ˆìŠµë‹ˆë‹�. 광산권·설비·기계장ì¹�(미네ëž� ìžì‚° ë“�)ëŠ� $810.1백만으로 ì¦ê°€í–ˆìœ¼ë©�, ì´ëŠ” 1단계 건설 활ë™ì� ìžë³¸í™”ê°€ ë°˜ì˜ë� 수치입니ë‹�.

해당 분기ì—는 공시ë� 주요 금융 ë°� 프로ì íЏ ì´ì •표가 í¬í•¨ë˜ì—ˆìŠµë‹ˆë‹�: $220백만 규모ì� Orion 투ìž(ì� ì¤� $195ë°±ë§Œì€ ì „í™˜ì‚¬ì±„, $25ë°±ë§Œì€ ìƒì‚°ëŒ€ê¸ˆê³„ì•�), FID ì‹� GMê³� LACì� 현금 ì¶œìž í•©ê³„ $291.6백만ì� JVì—� 투입, JVì� ì—°ê²°(콘솔리ë°ì´ì…˜)으로 GMì� $419.5백만ì� 비지배지ë¶� 보유, 그리ê³� $2.26ì‹­ì–µ 규모ì� DOE 대ì¶� 계약 ì²´ê²°ë¡� 2025ë…� 하반기부í„� ì¸ì¶œì� 시작ë� 예정입니ë‹�. 건설 ë°� 조달 활ë™ë� ì§„ì „ë˜ì–´ ìƒì„¸ 설계ëŠ� ì•� 70% 완료ë˜ì—ˆê³� 1단계 완공 목표ëŠ� 2027ë…� ë§ìž…니다.

Lithium Americas Corp. (LAC) a fait état de progrès vers la commercialisation du projet Thacker Pass tout en restant un développeur sans revenus. La société a enregistré une perte nette au T2 de $13.25 millions et une perte nette sur six mois de $24.78 millions, soit $0.06 et $0.11 par action pour le trimestre et les six mois, respectivement. Les liquidités et trésorerie restreinte s'élevaient à $509.1 millions au 30 juin 2025, les actifs totaux à $1.339 milliard et les passifs totaux à $303.3 millions. Les propriétés minières, installations et équipements ont augmenté à $810.1 millions, reflétant la capitalisation des travaux de construction de la Phase 1.

Le trimestre a inclus des étapes financières et de projet importantes mentionnées dans le dépôt : un investissement Orion de $220 millions (comprenant $195 millions de billets convertibles et un accord de paiement à la production de $25 millions), des apports en numéraire de GM et LAC au FID totalisant $291.6 millions pour la coentreprise, la consolidation de la JV avec GM détenant une participation minoritaire de $419.5 millions, et un prêt DOE de $2.26 milliards signé et dont les décaissements devraient débuter au second semestre 2025. Les travaux de construction et d'approvisionnement ont progressé : l'ingénierie de détail est d'environ 70% et l'achèvement de la Phase 1 est visé pour fin 2027.

Lithium Americas Corp. (LAC) meldete Fortschritte bei der Kommerzialisierung des Thacker Pass-Projekts, operiert jedoch weiterhin als Entwickler ohne Umsatzerlöse. Das Unternehmen verzeichnete einen Q2-Nettogewinn (tatsächlich: Nettoverlust) von $13.25 Mio. und einen Sechsmonats-Nettoverlust von $24.78 Mio., bzw. $0.06 und $0.11 je Aktie für das Quartal bzw. die sechs Monate. Liquide Mittel und eingeschränkt verfügbare Mittel beliefen sich zum 30. Juni 2025 auf $509.1 Mio., die Gesamtaktiva auf $1.339 Mrd. und die Gesamtverbindlichkeiten auf $303.3 Mio.. Die Bergbau- und Sachanlagen stiegen auf $810.1 Mio., was die aktivierten Baukosten der Phase 1 widerspiegelt.

Das Quartal umfasste wesentliche Finanzierungs- und Projektmeilensteine, die in der Einreichung angegeben sind: eine $220 Mio.-Investition von Orion (einschließlich $195 Mio. Wandelanleihen und einer $25 Mio. Produktionszahlungsvereinbarung), Barbeiträge von GM und LAC beim FID in Höhe von insgesamt $291.6 Mio. an das JV, die Konsolidierung des JV mit einer nicht beherrschenden Beteiligung von $419.5 Mio. seitens GM sowie ein abgeschlossener $2.26 Mrd. DOE-Darlehensvertrag, dessen Inanspruchnahme ab der zweiten Hälfte 2025 erwartet wird. Bau- und Beschaffungsarbeiten wurden vorangetrieben; die Detailplanung ist zu etwa 70% abgeschlossen, und der Abschluss von Phase 1 ist für Ende 2027 vorgesehen.

Positive
  • Final Investment Decision (FID) declared for Thacker Pass Phase 1 supporting transition to construction.
  • $220 million Orion investment closed on April 1, 2025, including $195 million of convertible notes and a $25 million production payment agreement.
  • GM contributions and JV funding: GM and Lithium Americas contributed $100 million and $191.6 million respectively at FID; GM holds a $419.5 million non-controlling interest in the JV.
  • $2.26 billion DOE loan in place to finance Phase 1 with first draw expected in H2 2025, providing a substantial source of project financing.
  • Strong project capitalization: Mineral properties, plant and equipment increased to $810.1 million reflecting active construction and capital commitments.
Negative
  • Pre-revenue developer with continuing losses: Net loss totaled $13.25 million in Q2 2025 and $24.78 million for the six months ended June 30, 2025.
  • Substantial cash deployment and burn: Cash and restricted cash fell by $85.1 million in H1 2025; investing cash outflows were $353.5 million for the period.
  • New financing obligations and potential dilution: Carrying value of convertible debt and embedded derivative totaled $186.9 million and the Notes include conversion features and interest-in-kind options.
  • Ongoing royalty and production payment commitments: Combined royalty and production payment arrangements recorded at $46.7 million create long-term cash obligations tied to production and revenue.

Insights

TL;DR: Significant project funding and FID materially de-risk Phase 1 funding, while operating losses and financing costs persist near-term.

The filing shows clear funding milestones: Orion's $220M strategic investment, GM's $625M commitment to the JV (with $100M at FID) and the $2.26B DOE loan together create a multi-source capital structure to support Phase 1 construction. Cash of $509.1M and capitalized construction spend of $574.1M through June 30, 2025 demonstrate substantial deployment into Thacker Pass, with PPE up to $810.1M. However, the company remains pre-revenue with continuing net losses ($24.8M YTD) and meaningful financing obligations including convertible notes with an embedded derivative. The combination supports near-term execution but increases leverage and potential dilution risk.

TL;DR: Project financing reduces construction risk but introduces execution, covenant and cash burn risks that remain material to investors.

Key risks evident in the filing include reliance on staged draws and conditions for the DOE loan and delayed draw features in Orion's commitment, which could affect timing of funding. Liabilities increased materially to $303.3M, including $186.9M of convertible debt and $46.7M of royalty/production payment arrangements. Operating cash burn was substantial in H1 2025 driven by construction activity ($353.5M investing outflow). The JV consolidation shows $1.103B net assets in the JV but also identifies liabilities of the JV not recourse to the parent totaling amounts whose settlement depends on JV cash flows. These elements warrant active monitoring of covenants, draw conditions and execution milestones.

Lithium Americas Corp. (LAC) ha comunicato progressi verso la commercializzazione del progetto Thacker Pass, mantenendosi però nella fase di sviluppatore senza ricavi. La società ha riportato una perdita netta nel Q2 di $13.25 milioni e una perdita netta sui sei mesi di $24.78 milioni, pari a $0.06 e $0.11 per azione rispettivamente per il trimestre e per il semestre. La liquidità e le disponibilità vincolate ammontavano a $509.1 milioni al 30 giugno 2025; le attività totali erano $1.339 miliardo e le passività totali $303.3 milioni. Le proprietà minerarie, gli impianti e i macchinari sono saliti a $810.1 milioni, a seguito della capitalizzazione delle attività di costruzione della Fase 1.

Il trimestre ha incluso importanti passaggi finanziari e traguardi di progetto evidenziati nel documento: un investimento Orion da $220 milioni (comprensivo di $195 milioni in note convertibili e di un accordo di pagamento alla produzione da $25 milioni), contributi in contanti di GM e LAC al FID per un totale di $291.6 milioni alla JV, la consolidazione della JV con GM che detiene una partecipazione di minoranza di $419.5 milioni, e un prestito DOE da $2.26 miliardi concordato e previsto in erogazione a partire dalla seconda metà del 2025. Le attività di costruzione e approvvigionamento sono progredite: l'ingegneria di dettaglio è circa al 70% e il completamento della Fase 1 è previsto per la fine del 2027.

Lithium Americas Corp. (LAC) informó avances hacia la comercialización del proyecto Thacker Pass, aunque sigue operando como desarrollador sin ingresos. La compañía registró una pérdida neta en el Q2 de $13.25 millones y una pérdida neta de seis meses de $24.78 millones, o $0.06 y $0.11 por acción para el trimestre y los seis meses, respectivamente. El efectivo y efectivo restringido sumaban $509.1 millones al 30 de junio de 2025, mientras que los activos totales eran $1.339 mil millones y los pasivos totales $303.3 millones. Las propiedades minerales, planta y equipo aumentaron a $810.1 millones, reflejando la capitalización de la construcción de la Fase 1.

El trimestre incluyó hitos financieros y del proyecto divulgados en el informe: una inversión de Orion por $220 millones (incluyendo $195 millones en pagarés convertibles y un acuerdo de pago por producción de $25 millones), aportes en efectivo de GM y LAC en el FID por un total de $291.6 millones a la JV, la consolidación de la JV con GM manteniendo una participación no controladora de $419.5 millones, y un préstamo DOE de $2.26 mil millones ejecutado y que se espera sea desembolsado a partir de la segunda mitad de 2025. La construcción y las adquisiciones avanzaron, con ingeniería de detalle aproximadamente al 70% y la finalización de la Fase 1 prevista para finales de 2027.

Lithium Americas Corp. (LAC)ëŠ� Thacker Pass 프로ì íЏ ìƒì—…화를 향한 ì§„ì „ì� 보고했으ë‚� 여전íž� 매출 ì � 단계ì� 개발사로 ìš´ì˜ ì¤‘ìž…ë‹ˆë‹¤. 회사ëŠ� 2분기 순ì†ì‹� $13.25백만ê³� 6개월 ëˆ„ì  ìˆœì†ì‹� $24.78백만ì� 기ë¡í–ˆìœ¼ë©�, 주당 ì†ì‹¤ì€ ê°ê° 분기와 6개월 기준으로 $0.06 ë°� $0.11입니ë‹�. 현금 ë°� 제한ë� í˜„ê¸ˆì€ 2025ë…� 6ì›� 30ì� 기준 $509.1백만ì´ì—ˆê³�, ì´ìžì‚°ì€ $1.339ì‹­ì–µ, ì´ë¶€ì±„는 $303.3백만ì´ì—ˆìŠµë‹ˆë‹�. 광산권·설비·기계장ì¹�(미네ëž� ìžì‚° ë“�)ëŠ� $810.1백만으로 ì¦ê°€í–ˆìœ¼ë©�, ì´ëŠ” 1단계 건설 활ë™ì� ìžë³¸í™”ê°€ ë°˜ì˜ë� 수치입니ë‹�.

해당 분기ì—는 공시ë� 주요 금융 ë°� 프로ì íЏ ì´ì •표가 í¬í•¨ë˜ì—ˆìŠµë‹ˆë‹�: $220백만 규모ì� Orion 투ìž(ì� ì¤� $195ë°±ë§Œì€ ì „í™˜ì‚¬ì±„, $25ë°±ë§Œì€ ìƒì‚°ëŒ€ê¸ˆê³„ì•�), FID ì‹� GMê³� LACì� 현금 ì¶œìž í•©ê³„ $291.6백만ì� JVì—� 투입, JVì� ì—°ê²°(콘솔리ë°ì´ì…˜)으로 GMì� $419.5백만ì� 비지배지ë¶� 보유, 그리ê³� $2.26ì‹­ì–µ 규모ì� DOE 대ì¶� 계약 ì²´ê²°ë¡� 2025ë…� 하반기부í„� ì¸ì¶œì� 시작ë� 예정입니ë‹�. 건설 ë°� 조달 활ë™ë� ì§„ì „ë˜ì–´ ìƒì„¸ 설계ëŠ� ì•� 70% 완료ë˜ì—ˆê³� 1단계 완공 목표ëŠ� 2027ë…� ë§ìž…니다.

Lithium Americas Corp. (LAC) a fait état de progrès vers la commercialisation du projet Thacker Pass tout en restant un développeur sans revenus. La société a enregistré une perte nette au T2 de $13.25 millions et une perte nette sur six mois de $24.78 millions, soit $0.06 et $0.11 par action pour le trimestre et les six mois, respectivement. Les liquidités et trésorerie restreinte s'élevaient à $509.1 millions au 30 juin 2025, les actifs totaux à $1.339 milliard et les passifs totaux à $303.3 millions. Les propriétés minières, installations et équipements ont augmenté à $810.1 millions, reflétant la capitalisation des travaux de construction de la Phase 1.

Le trimestre a inclus des étapes financières et de projet importantes mentionnées dans le dépôt : un investissement Orion de $220 millions (comprenant $195 millions de billets convertibles et un accord de paiement à la production de $25 millions), des apports en numéraire de GM et LAC au FID totalisant $291.6 millions pour la coentreprise, la consolidation de la JV avec GM détenant une participation minoritaire de $419.5 millions, et un prêt DOE de $2.26 milliards signé et dont les décaissements devraient débuter au second semestre 2025. Les travaux de construction et d'approvisionnement ont progressé : l'ingénierie de détail est d'environ 70% et l'achèvement de la Phase 1 est visé pour fin 2027.

Lithium Americas Corp. (LAC) meldete Fortschritte bei der Kommerzialisierung des Thacker Pass-Projekts, operiert jedoch weiterhin als Entwickler ohne Umsatzerlöse. Das Unternehmen verzeichnete einen Q2-Nettogewinn (tatsächlich: Nettoverlust) von $13.25 Mio. und einen Sechsmonats-Nettoverlust von $24.78 Mio., bzw. $0.06 und $0.11 je Aktie für das Quartal bzw. die sechs Monate. Liquide Mittel und eingeschränkt verfügbare Mittel beliefen sich zum 30. Juni 2025 auf $509.1 Mio., die Gesamtaktiva auf $1.339 Mrd. und die Gesamtverbindlichkeiten auf $303.3 Mio.. Die Bergbau- und Sachanlagen stiegen auf $810.1 Mio., was die aktivierten Baukosten der Phase 1 widerspiegelt.

Das Quartal umfasste wesentliche Finanzierungs- und Projektmeilensteine, die in der Einreichung angegeben sind: eine $220 Mio.-Investition von Orion (einschließlich $195 Mio. Wandelanleihen und einer $25 Mio. Produktionszahlungsvereinbarung), Barbeiträge von GM und LAC beim FID in Höhe von insgesamt $291.6 Mio. an das JV, die Konsolidierung des JV mit einer nicht beherrschenden Beteiligung von $419.5 Mio. seitens GM sowie ein abgeschlossener $2.26 Mrd. DOE-Darlehensvertrag, dessen Inanspruchnahme ab der zweiten Hälfte 2025 erwartet wird. Bau- und Beschaffungsarbeiten wurden vorangetrieben; die Detailplanung ist zu etwa 70% abgeschlossen, und der Abschluss von Phase 1 ist für Ende 2027 vorgesehen.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2025

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: 001-41788

 

 

LITHIUM AMERICAS CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

 

British Columbia, Canada

Not applicable

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

 

3260 – 666 Burrard Street

Vancouver, British Columbia, Canada, V6C 2X8

(Address of Principal Executive Offices) (Zip Code)

(778) 656-5820

(Registrant’s Telephone Number, Including Area Code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares

 

LAC

 

New York Stock Exchange

Toronto Stock Exchange

 

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No The registrant had 241,662,806 common shares outstanding as at August 14, 2025.

 

 

 


 

 

 

 

 

 

 

PAGE

PART I

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

5

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

29

Item 4.

 

Controls and Procedures

 

29

 

 

 

 

 

PART II

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

30

Item 1A.

 

Risk Factors

 

30

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

31

Item 3.

 

Defaults Upon Senior Securities

 

31

Item 4.

 

Mine Safety Disclosures

 

31

Item 5.

 

Other Information

 

31

Item 6.

 

Exhibits

 

32

 

 

Signatures

 

34

 

 

1


 

 

 

Cautionary Statement Regarding Forward-Looking Statements

This quarterly report on Form 10-Q, including the documents incorporated by reference, contain “forward-looking information” within the meaning of applicable Canadian securities legislation, and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements” (“FLS”)). All statements, other than statements of historical fact, are FLS and can be identified by the use of statements that include, but are not limited to, words, such as “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “proposes,” “potential,” “target,” “implement,” “schedule,” “forecast,” “intend,” “would,” “could,” “might,” “should,” “believe” and similar terminology, or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. FLS in this quarterly report, including the documents incorporated by reference, includes, but is not limited to: statements relating to the anticipated sources and uses of funds to complete project financing, statements relating to the JV Transaction (as defined herein) with GM (as defined herein), the DOE Loan (as defined herein) and the Orion Investment (as defined herein), including statements regarding satisfaction of draw down conditions on the DOE Loan and expected timing for first draw down on the DOE Loan; expectations about the extent that the JV Transaction, DOE Loan, the Orion Investment and cash on hand would fund the development and construction of the Thacker Pass project (the “Thacker Pass Project”) on schedule or at all; project de-risking initiatives; expectations related to the construction build, job creation and nameplate capacity of the Thacker Pass Project as well as other statements with respect to the Company’s future objectives and strategies to achieve these objectives, including the future prospects of the Company; the estimated cash flow, capitalization and adequacy thereof for the Company; the estimated costs of the development of the Thacker Pass Project, including timing, progress, approach, continuity or change in plans, construction, commissioning, milestones, anticipated production and results thereof and expansion plans; cost and expected benefits of the transloading terminal; cost and expected benefit of the limestone quarry; anticipated timing to resolve, and the expected outcome of, any complaints or claims made or that could be made concerning the permitting process in the United States for the Thacker Pass Project; the timely completion of environmental reviews and related consultations, and receipt or issuance of permits and approvals, in the United States for the Company’s development and resultant operations; outcomes or timing of judicial proceedings; capital expenditures and programs; estimates, and any change in estimates, of the mineral resources and mineral reserves at the Thacker Pass Project; development of mineral resources and mineral reserves; the realization of mineral resources and mineral reserves estimates, including whether certain mineral resources will ever be developed into mineral reserves, and information and underlying assumptions related thereto; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the creation of a battery supply chain in the United States to support the electric vehicle market; the timing and amount of future production, currency exchange and interest rates; the Company’s ability to raise capital; expected expenditures to be made by the Company on the Thacker Pass Project; statements relating to revised capital cost estimates; ability to produce high purity battery grade lithium products; settlement of agreements related to the operation and sale of mineral production as well as contracts in respect of operations and inputs required in the course of production; the timing, cost, quantity, capacity and product quality of production at the Thacker Pass Project; successful development of the Thacker Pass Project, including successful results from the Company’s testing facility and third-party tests related thereto; statements with respect to the expected economics of the Thacker Pass Project, including capital costs, operating costs, sustaining capital requirements, after tax net present value and internal rate of return, pricing assumptions, payback period, sensitivity analyses, net cash flows and life of mine; anticipated job creation and the completion of the workforce hub; the expectation that the National Construction Agreement (Project Labor Agreement) with North America’s Building Trades Unions for construction of Phase 1 of the Thacker Pass Project will minimize construction risk, ensure availability of skilled labor, address the challenges associated with the Thacker Pass Project’s remote location and be effective in prioritizing employment of local and regional skilled craft workers, including members of underrepresented communities; the expected workforce development training program being prepared with Great Basin College; the Company’s commitment to sustainable development, limiting the environmental impact at the Thacker Pass Project 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 the Thacker Pass Project; 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 involves known and unknown risks, assumptions and other factors that may cause actual results or performance to differ materially. FLS reflects the Company’s current views about future events, and while considered reasonable by the Company as of the date of this 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 is based include, without limitation: expectations regarding Phase 2 of the Thacker Pass Project, including

 

2


 

 

financing; the ability of LN to draw down on the DOE Loan on the anticipated timeline, or at all, and the absence of material adverse events affecting the Company during the construction of the Project; the ability of LN to satisfy all draw down conditions for the DOE Loan in a timely manner; 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 and priorities; a cordial business relationship between the Company and third-party strategic and contractual partners; the risk of tax liabilities as a result of the Arrangement (as defined herein) and general business and economic uncertainties and adverse market conditions; the risk that the Arrangement may not be tax-free for income tax purposes and potential significant tax liabilities that the Company may be exposed to if the tax-deferred spinoff rules are not met; the risk of tax indemnity obligations owed by the Company to Lithium Argentina (as defined below) following the Arrangement becoming payable, including as a result of events outside of the Company’s control; the availability of equipment and facilities necessary to complete development and construction of the Thacker Pass Project; unforeseen technological and engineering problems; changes in general economic and geopolitical conditions, including as a result of regulatory changes by the current U.S. presidential administration, higher interest rates, the rate of inflation, a potential economic recession and potential changes in United States trade policy, including the imposition of tariffs and the resulting consequences on, among other things, the extractive resource industry, the green energy transition and the electric vehicle market; uncertainties inherent to 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 Thacker Pass Project, and to produce battery grade lithium; the respective benefits and impacts of the Thacker Pass Project 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; uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Nevada; demand for lithium, including that such demand is supported by growth in the electric vehicle market and lithium-ion battery market; current technological trends; the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry; continuing support of local communities and the Fort McDermitt Paiute and the Shoshone Tribe in relation to the Thacker Pass Project, and continuing constructive engagement with these and other stakeholders, and any expected benefits of such engagement; risks related to cost, funding and regulatory authorizations to develop a workforce housing facility; the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates; impacts of inflation, deflation, currency exchange rates, interest rates and other general economic and stock market conditions; the impact of unknown financial contingencies, including litigation costs, environmental compliance costs and costs associated with the impacts of climate change, on the Company’s operations; increased attention to environmental, social, governance and safety (“ESG-S”) 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 the Thacker Pass Project, and costs for any additional exploration work at the project; estimates of mineral resources and mineral reserves, including whether mineral resources not included in mineral reserves will be further developed into mineral reserves; some of the modifying factors used to convert mineral resources to mineral reserves may change materially, and could materially impact the mineral reserve estimate; reliability of technical data; anticipated timing and results of exploration, development and construction activities, including the impact of ongoing supply chain disruptions and availability of equipment and supplies on such timing; timely responses from governmental agencies responsible for reviewing and considering the Company’s permitting activities at the Thacker Pass Project; availability of technology, including low carbon energy sources and water rights, on acceptable terms to advance the Thacker Pass Project; government regulation of mining operations and mergers and acquisitions activity, and treatment under governmental, regulatory and taxation regimes; ability to realize expected benefits from investments in or partnerships with third parties; accuracy of development budgets and construction estimates; that the Company will meet its future objectives and priorities; that the Company will have access to adequate capital to fund its future projects and plans; that such future projects and plans will proceed as anticipated; compliance by the JV Partners (as defined herein) with terms of agreements and the ability of the JV Partners to fund their share of funding obligations for the Thacker Pass Project; the lack of any material disputes or disagreements between the JV Partners; the regulation of the mining industry by various governmental agencies; as well as assumptions concerning general economic and industry growth rates, commodity prices, resource estimates, currency exchange and interest rates and competitive conditions. Although the Company believes that the assumptions and expectations reflected in such FLS are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct.

 

3


 

 

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 II, Item 1A, “Risk Factors” in this Form 10-Q and elsewhere throughout this report, the risks described under Part I, Item 1A, “Risk Factors” in our Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), filed with the U.S. Securities and Exchange Commission (the “SEC”) and elsewhere throughout that report, in the Company’s other continuous disclosure documents available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and other risks, many of which our beyond our control. All FLS contained in this quarterly report is expressly qualified by the risk factors set out in the aforementioned documents. Readers are further cautioned to review the full description of risks, uncertainties and management’s assumptions in the aforementioned documents and other disclosure documents available on SEDAR+ and on EDGAR. The Company does not undertake any obligation to update or revise any FLS, whether as a result of new information, future events or otherwise, except as required by law.

 

 

4


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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of U.S. dollars, except for shares in thousands)

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

 

 

June 30, 2025

 

 

December 31, 2024

 

ASSETS

 

 

 

 

 

 

Cash (Note 2)

 

$

508,852

 

 

$

593,885

 

Receivables

 

 

577

 

 

 

557

 

Prepaids and deposits

 

 

2,286

 

 

 

7,733

 

Total current assets

 

 

511,715

 

 

 

602,175

 

 

 

 

 

 

 

 

Investments measured at fair value

 

 

1,951

 

 

 

4,152

 

Restricted cash

 

 

288

 

 

 

288

 

Mineral properties, plant and equipment, net (Note 3)

 

 

810,086

 

 

 

398,948

 

Deferred financing costs

 

 

12,066

 

 

 

11,529

 

Other assets

 

 

2,981

 

 

 

27,852

 

Total assets 1

 

$

1,339,087

 

 

$

1,044,944

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

5,952

 

 

$

700

 

Accrued liabilities (Note 4)

 

 

40,165

 

 

 

51,764

 

Current portion of lease liabilities (Note 5)

 

 

5,685

 

 

 

5,816

 

Total current liabilities

 

 

51,802

 

 

 

58,280

 

 

 

 

 

 

 

 

Convertible debt and conversion feature (Note 7)

 

 

186,901

 

 

 

-

 

Royalty and production payment arrangements (Note 7)

 

 

46,664

 

 

 

20,715

 

Lease liabilities (Note 5)

 

 

14,097

 

 

 

16,821

 

Reclamation liabilities

 

 

288

 

 

 

288

 

Other liabilities

 

 

3,500

 

 

 

3,500

 

Total liabilities 1

 

 

303,252

 

 

 

99,604

 

 

 

 

 

 

 

 

Commitments (Note 14)

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interest (Note 6)

 

 

419,514

 

 

 

310,336

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Common stock, no par value, unlimited authorized; 223,327 and 218,465 shares issued and outstanding, respectively (Note 8)

 

 

670,636

 

 

 

655,068

 

Additional paid-in capital

 

 

24,516

 

 

 

35,618

 

Accumulated deficit

 

 

(78,831

)

 

 

(55,682

)

Total stockholders’ equity

 

 

616,321

 

 

 

635,004

 

Total liabilities, non-controlling interest and stockholders’ equity

 

$

1,339,087

 

 

$

1,044,944

 

Subsequent event (Note 15)

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 6 for further information related to the Company’s VIE. The consolidated assets as of June 30, 2025 and December 31, 2024, include $1,197,306 and $888,486, respectively, of assets for the VIE that can only be used to settle the obligations of the VIE. As of June 30, 2025 and December 31, 2024, the assets include, respectively: Cash of $387,029 and $452,293; Receivables of $2 and $16; Prepaids and deposits of $2,155 and $6,091; Mineral properties, plant and equipment of $805,384 and $402,540; and, Other assets, non-current of $2,736 and $27,546. The VIE’s liabilities, as of June 30, 2025 and December 31, 2024, of $93,322 and $71,813, respectively, include $67,058 and $50,865 of liabilities whose creditors have no recourse to the Company. As of June 30, 2025 and December 31, 2024, the liabilities include, respectively: Accounts Payable of $5,684 and $684; Accrued liabilities of $38,067 and $24,083; Lease liabilities, current of $5,486 and $5,632; Lease liabilities, non-current of $14,033 and $16,678; Reclamation liabilities of $288 and $288; and, Other liabilities, non-current of $3,500 and $3,500.

 

5


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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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 LOSS

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Exploration expenditures

 

$

-

 

 

$

(10

)

 

$

(19

)

 

$

(10

)

General and administrative expenses (Note 10)

 

 

(7,848

)

 

 

(6,410

)

 

 

(14,365

)

 

 

(12,213

)

Total operating expenses

 

 

(7,848

)

 

 

(6,420

)

 

 

(14,384

)

 

 

(12,223

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Transaction costs (Note 11)

 

 

(13,337

)

 

 

(1,316

)

 

 

(17,639

)

 

 

(2,181

)

Gain (loss) on financial instruments measured at fair value

 

 

6,517

 

 

 

(2,980

)

 

 

4,561

 

 

 

(4,484

)

Interest expense

 

 

-

 

 

 

(6

)

 

 

-

 

 

 

(7

)

Other income

 

 

1,419

 

 

 

4,167

 

 

 

2,687

 

 

 

6,076

 

Total other expense

 

 

(5,401

)

 

 

(135

)

 

 

(10,391

)

 

 

(596

)

Net loss

 

$

(13,249

)

 

$

(6,555

)

 

$

(24,775

)

 

$

(12,819

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

Common stockholders

 

$

(12,447

)

 

$

(6,555

)

 

$

(23,149

)

 

$

(12,819

)

Non-controlling interest

 

 

(802

)

 

 

-

 

 

 

(1,626

)

 

 

-

 

Total

 

$

(13,249

)

 

$

(6,555

)

 

$

(24,775

)

 

$

(12,819

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders, basic and diluted (Note 9)

 

$

(0.06

)

 

$

(0.03

)

 

$

(0.11

)

 

$

(0.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

 

219,581

 

 

 

204,465

 

 

 

219,092

 

 

 

183,137

 

 

The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.

 

6


img260141251_1.jpg

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of shares

 

 

Amount

 

 

Additional
paid-in
capital

 

 

Accumulated
deficit

 

 

Total equity
attributable
to LAC
shareholders

 

 

Non-
controlling
interest

 

 

Total
stockholders’
equity and
non-
controlling
interest

 

Balance, January 1, 2024

 

 

161,778

 

 

$

383,063

 

 

$

15,020

 

 

$

(13,154

)

 

$

384,929

 

 

$

-

 

 

$

384,929

 

Shares issued on conversion of stock-based awards

 

 

373

 

 

 

2,875

 

 

 

(2,875

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

5,038

 

 

 

-

 

 

 

5,038

 

 

 

-

 

 

 

5,038

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,264

)

 

 

(6,264

)

 

 

-

 

 

 

(6,264

)

Balance, March 31, 2024

 

 

162,151

 

 

 

385,938

 

 

 

17,183

 

 

 

(19,418

)

 

 

383,703

 

 

 

-

 

 

 

383,703

 

Issuance of common stock, net of issuance costs

 

 

55,000

 

 

 

262,146

 

 

 

-

 

 

 

-

 

 

 

262,146

 

 

 

-

 

 

 

262,146

 

Shares issued on conversion of stock-based awards

 

 

764

 

 

 

3,630

 

 

 

(3,630

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

2,219

 

 

 

-

 

 

 

2,219

 

 

 

-

 

 

 

2,219

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,555

)

 

 

(6,555

)

 

 

-

 

 

 

(6,555

)

Balance, June 30, 2024

 

 

217,915

 

 

$

651,714

 

 

$

15,772

 

 

$

(25,973

)

 

$

641,513

 

 

$

-

 

 

$

641,513

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2025

 

 

218,465

 

 

$

655,068

 

 

$

35,618

 

 

$

(55,682

)

 

$

635,004

 

 

$

310,336

 

 

$

945,340

 

Shares issued on conversion of stock-based awards

 

 

221

 

 

 

2,256

 

 

 

(2,256

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

1,198

 

 

 

-

 

 

 

1,198

 

 

 

-

 

 

 

1,198

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,702

)

 

 

(10,702

)

 

 

(824

)

 

 

(11,526

)

Balance, March 31, 2025

 

 

218,686

 

 

 

657,324

 

 

 

34,560

 

 

 

(66,384

)

 

 

625,500

 

 

 

309,512

 

 

 

935,012

 

Shares issued under At-the-Market Program, net of issuance costs (Note 8)

 

 

3,361

 

 

 

8,541

 

 

 

-

 

 

 

-

 

 

 

8,541

 

 

 

-

 

 

 

8,541

 

Investment of General Motors to Lithium Nevada Ventures LLC (Note 6)

 

 

-

 

 

 

-

 

 

 

(10,804

)

 

 

-

 

 

 

(10,804

)

 

 

110,804

 

 

 

100,000

 

Shares issued on conversion of stock-based awards

 

 

1,280

 

 

 

4,771

 

 

 

(4,771

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

5,531

 

 

 

-

 

 

 

5,531

 

 

 

-

 

 

 

5,531

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(12,447

)

 

 

(12,447

)

 

 

(802

)

 

 

(13,249

)

Balance, June 30, 2025

 

 

223,327

 

 

$

670,636

 

 

$

24,516

 

 

$

(78,831

)

 

$

616,321

 

 

$

419,514

 

 

$

1,035,835

 

 

The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.

 

7


img260141251_2.jpg

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of U.S. dollars)

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

 

 

Six Months Ended June 30,

 

 

2025

 

 

2024

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(24,775

)

 

$

(12,819

)

Adjustments for:

 

 

 

 

 

 

Depreciation

 

 

22

 

 

 

22

 

Stock-based compensation

 

 

2,652

 

 

 

2,903

 

Amortization of right-of-use asset

 

 

512

 

 

 

449

 

(Gain)/loss on financial instruments measured at fair value

 

 

(4,561

)

 

 

4,484

 

Other items

 

 

182

 

 

 

(14

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

(Increase)/decrease in receivables

 

 

(20

)

 

 

1,132

 

Decrease in prepaids and deposits

 

 

854

 

 

 

1,184

 

Increase in accounts payable

 

 

253

 

 

 

6

 

Decrease in accrued liabilities

 

 

(24,005

)

 

 

(1,774

)

Operating lease payments, net of non-cash interest accrual

 

 

(498

)

 

 

(394

)

Net cash used in operating activities

 

 

(49,384

)

 

 

(4,821

)

Investing activities

 

 

 

 

 

 

Additions to mineral properties, plant and equipment

 

 

(353,503

)

 

 

(77,033

)

Net cash used in investing activities

 

 

(353,503

)

 

 

(77,033

)

Financing activities

 

 

 

 

 

 

Proceeds from convertible debt and production payments arrangements, net of issuance and transaction costs

 

 

211,754

 

 

 

-

 

Proceeds from issuance of non-controlling interest

 

 

100,000

 

 

 

-

 

Proceeds from At-the-Market Program, net of issuance costs

 

 

8,841

 

 

 

-

 

Proceeds from public offering, net of issuance costs

 

 

-

 

 

 

262,191

 

Deferred financing fees

 

 

(350

)

 

 

-

 

Principal payments on finance lease obligations

 

 

(2,391

)

 

 

(23

)

Net cash provided by financing activities

 

 

317,854

 

 

 

262,168

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash, cash equivalents, and restricted cash

 

 

(85,033

)

 

 

180,314

 

 

 

 

 

 

 

 

Cash, cash equivalents, and restricted cash, beginning of period 1

 

 

594,173

 

 

 

195,804

 

Cash, cash equivalents, and restricted cash, end of period 1

 

$

509,140

 

 

$

376,118

 

 

1.
June 30, 2025 and December 31, 2024 balances include restricted cash of $288.

Supplemental disclosure with respect to cash flows (Note 12)

The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.

 

8


img260141251_3.jpg

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

1.
BACKGROUND AND BASIS OF PRESENTATION

Background and Nature of Operations

Lithium Americas Corp., (the “Company” or “LAC”) is principally focused on development of Thacker Pass (“Thacker Pass”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The Company operates in one operating segment and one geographical area. The development of Thacker Pass is undertaken through a joint venture with General Motors Holdings LLC (“GM”) (Note 6).

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 equity 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 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 (“US 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 US 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 (“USD”), 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, 2024, as filed with the SEC on March 28, 2025 (the “Fiscal 2024 Annual Financial Statements”). These policies have been applied on a consistent basis for all periods, with the exception of new accounting policies for convertible debt and embedded derivatives described below. Information related to recent accounting pronouncements, which are not yet effective, is included in Note 2 to the consolidated financial statements for the year ended December 31, 2024.

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

The Company accounts for convertible debt as debt and, except for any bifurcated embedded derivative or equity components, is recorded at amortized cost unless a fair value election is applied. Interest related to the debt is capitalized where the proceeds are used to fund the development of qualifying assets. Initial proceeds received are allocated between the debt host and any embedded derivative and other instruments in the same transaction. Any resulting discount is accreted over the term of the debt instrument using the effective interest rate method. Where there is a feature in the convertible debt that meets the definition of a derivative and is required to be separated by GAAP, the embedded feature is accounted for separately.

 

9


img260141251_3.jpg

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

Embedded derivatives

Embedded derivatives that are not closely related and are required to be accounted for separately from the host contract are initially measured at fair value and subsequently re-measured at fair value at each balance sheet date, with changes in fair value recognized in the consolidated statement of loss.

2.
CASH

 

 

 

June 30,
2025

 

 

December 31,
2024

 

Cash

 

$

508,852

 

 

$

593,885

 

Total

 

$

508,852

 

 

$

593,885

 

 

As at June 30, 2025, $933 of cash was held in Canadian dollars (December 31, 2024 – $778), and $507,919 in U.S. dollars (December 31, 2024 – $593,107). The majority of the Company’s cash is available only for use in relation to Thacker Pass and is not available for general corporate purposes.

3.
MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

 

 

June 30,
2025

 

 

December 31,
2024

 

Thacker Pass

 

$

581,897

 

 

$

378,957

 

Machinery and equipment

 

 

2,681

 

 

 

2,638

 

Finance lease right-of-use assets

 

 

19,948

 

 

 

19,948

 

Construction in progress 1

 

 

210,779

 

 

 

-

 

Other

 

 

781

 

 

 

1,116

 

Total mineral properties, plant and equipment

 

 

816,086

 

 

 

402,659

 

Accumulated depreciation

 

 

(6,000

)

 

 

(3,711

)

Mineral properties, plant and equipment, net

 

$

810,086

 

 

$

398,948

 

1 At June 30, 2025, includes prepaid construction costs of $82,353 and deposits on long-lead equipment of $128,426, all related to Thacker Pass.

During the three and six months ended June 30, 2025, stock-based compensation related to restricted share units (“RSUs”) of $281 and $626, respectively, was capitalized to Thacker Pass (2024 - $644 and $1,190). During the three and six months ended June 30, 2024, stock-based compensation related to performance share units (“PSUs”) of $59 and $119, respectively, was capitalized to Thacker Pass.

4.
ACCRUED LIABILITIES

Accrued liabilities are comprised of the following items:

 

 

June 30,
2025

 

 

December 31,
2024

 

Trade accruals

 

$

38,741

 

 

$

43,621

 

Employee-related benefits

 

 

1,424

 

 

 

8,143

 

Total

 

$

40,165

 

 

$

51,764

 

 

 

10


img260141251_3.jpg

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

5.
LEASE LIABILITIES

Leases liabilities include the following:

 

 

June 30,
2025

 

 

December 31,
2024

 

Finance leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

4,781

 

 

$

4,782

 

Operating leases

 

 

 

 

 

 

Office leases

 

 

833

 

 

 

963

 

Land lease

 

 

71

 

 

 

71

 

Current portion of lease liabilities

 

$

5,685

 

 

$

5,816

 

 

 

 

 

 

 

 

Finance leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

11,840

 

 

$

14,230

 

Operating leases

 

 

 

 

 

 

Office leases

 

 

442

 

 

 

787

 

Land lease

 

 

1,815

 

 

 

1,804

 

Non-current portion of lease liabilities

 

$

14,097

 

 

$

16,821

 

 

6.
JOINT VENTURE WITH GENERAL MOTORS

On October 15, 2024, the Company and GM entered into an investment agreement (“GM Investment Agreement”) to establish a joint venture (the “JV”) for the purpose of funding, developing, constructing and operating Thacker Pass as described in Note 4 to the Fiscal 2024 Annual Financial Statements. As of the closing of the JV on December 20, 2024, the Company owns a 62% majority equity interest in the JV and operates the JV through its majority voting rights and a management services agreement under which the Company provides executive level, administrative and other services to the JV. GM owns a 38% interest in the JV.

On April 1, 2025, contemporaneously with the closing of the strategic investment with Orion Resource Partners LP (“Orion”) (Note 7), LAC and GM announced the final investment decision (“FID”) for Thacker Pass Phase 1 and made cash contributions to the JV of $191,600 and $100,000 (the “GM FID capital contribution”), respectively, pursuant to the GM Investment Agreement.

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 LLC (“Lithium Nevada Ventures”), the JV, in these condensed consolidated interim financial statements.

 

11


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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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 net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of June 30, 2025 and December 31, 2024, are as follows:

 

 

June 30,
2025

 

 

December 31,
2024

 

Assets

 

$

1,197,306

 

 

$

888,486

 

Liabilities

 

 

(93,322

)

 

 

(71,813

)

Net assets

 

$

1,103,984

 

 

$

816,673

 

 

 

 

 

 

 

 

GM's non-controlling interest

 

$

419,514

 

 

$

310,336

 

The Company's controlling interest

 

 

684,470

 

 

 

506,337

 

Net assets

 

$

1,103,984

 

 

$

816,673

 

 

 

 

 

 

 

 

Non-controlling interest in Lithium Nevada Ventures

 

 

 

 

 

 

Balance at beginning of period

 

$

310,336

 

 

$

-

 

On initial recognition as at December 20, 2024

 

 

-

 

 

 

310,441

 

GM FID capital contribution

 

 

110,804

 

 

 

-

 

Non-controlling interests share of loss 1

 

 

(1,626

)

 

 

(105

)

Balance at end of period

 

$

419,514

 

 

$

310,336

 

1
The Company allocates income and net assets between the controlling and non-controlling interests based on a hypothetical liquidation at book value.

The assets of the JV, including cash of $387,029 and $452,293 at June 30, 2025 and December 31, 2024, respectively, can only be used to settle the obligations of the JV and are not available to the Company for general corporate purposes.

The Company’s maximum exposure to loss includes (i) the carrying value of the Company’s interest as shown above; (ii) upon funding of the DOE Loan, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the $2.26 billion DOE loan ($nil outstanding at June 30, 2025 and December 31, 2024); 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 (negligible as at June 30, 2025 and December 31, 2024).

7.
CONVERTIBLE DEBT, ROYALTY AND PRODUCTION PAYMENT ARRANGEMENTS

On April 1, 2025, the Company closed the strategic investment of $250 million from fund entities managed by Orion, for the development and construction of Phase 1 of Thacker Pass (the “Orion Investment”).

At closing, Orion purchased senior unsecured convertible notes with an aggregate principal amount of $195,000 (the “Notes”) and entered into a Production Payment Agreement (“PPA”) whereby Orion paid the Company $25,000 in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass. Under the PPA, Orion is entitled to fixed and variable production payments with respect to the first 41,500 tonnes of lithium processed at Thacker Pass each year, subject to certain adjustments.

At closing, Orion paid $217,075 (an aggregate initial investment of $220,000 less an original issuance discount of $2,925). Orion has committed to purchase an additional $30,000 in aggregate principal amount of Notes within two years (the "Delayed Draw Notes"), subject to the satisfaction of certain conditions precedent, upon request by the Company. As of June 30, 2025, the Company had not issued the Delayed Draw Notes.

 

 

12


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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

On April 1, 2025, the Company allocated the proceeds of the Orion Investment as follows:

 

Convertible Debt

 

$

94,875

 

Embedded Derivative - conversion feature

 

 

97,200

 

Less: deferred transactions costs

 

 

(4,274

)

Total proceeds allocated to the Convertible Debt

 

$

187,801

 

 

 

 

 

Production Payment Agreement

 

 

25,000

 

Less: deferred transactions costs

 

 

(1,047

)

Total proceeds allocated to the Production Payment Agreement

 

$

23,953

 

The following reconciliation includes initial recognition of the components of the Orion Investment and activity to June 30, 2025:

 

 

 

Convertible Debt

 

 

Production Payment

 

 

Principal

 

Unamortized Discount

 

Embedded Derivative

 

Total Convertible Debt

 

 

Principal

 

Initial recognition on April 1, 2025

 

$

195,000

 

$

(104,399

)

$

97,200

 

$

187,801

 

 

$

23,953

 

Deferred interest cost

 

 

4,815

 

 

-

 

 

-

 

 

4,815

 

 

 

-

 

Discount amortization

 

 

-

 

 

1,047

 

 

-

 

 

1,047

 

 

 

1,775

 

Change in fair value recognized in statement of loss

 

 

-

 

 

-

 

 

(6,762

)

 

(6,762

)

 

 

-

 

Balance, June 30, 2025

 

$

199,815

 

$

(103,352

)

$

90,438

 

$

186,901

 

 

$

25,728

 

Convertible Debt

The Notes accrue interest payable quarterly in arrears at an annual rate of 9.875%. Interest is payable in cash or by inclusion of such interest in the principal amount at the option of the Company. The Notes are convertible at the option of the holder at any time into the Company’s common shares prior to the maturity at an initial conversion price of $3.78 per share, subject to certain adjustments.

The conversion of Notes is settleable in common shares, subject to a cap (the “Conversion Cap”). Any excess of convertible shares over the Conversion Cap is settleable in cash, subject to a beneficial ownership limitation applicable to the holder at the time of conversion. As a result of this potential partial cash settlement feature, the conversion feature is accounted for as an embedded derivative (the “Embedded Derivative”), measured at fair value with changes in fair value recorded in the condensed consolidated statements of loss.

Principal and deferred interest on the Notes are due at maturity on April 1, 2030, unless redeemed or converted earlier. After October 1, 2027, the Company has the right to redeem the Notes at its option, subject to certain conditions.

The Company incurred transaction costs of $9,700 in connection with the closing of the Orion Investment. Total transaction costs were allocated on the same basis as the proceeds, including $4,274 to the Notes, $1,047 to the PPA, and $4,379 to the embedded derivative. Transaction costs allocated to the Notes and the PPA are amortized over the life of the obligation, using the effective interest rate method, whereas transaction costs allocated to the embedded derivative were expensed at closing. Unamortized transaction costs are deducted from the carrying value of Notes and PPA.

The effective interest was 26.2% and 29.0% for the Notes and PPA, respectively, for the three months ended June 30, 2025.

 

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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

Production Payment Agreement and Royalty

Under the terms of the PPA, Orion will receive (i) fixed payments of $0.128 per tonne ($0.152 per tonne if the Delayed Draw Notes have been drawn) of the total lithium processed each year at Thacker Pass for a period of 72 quarters after first production, and (ii) variable payments of 0.96% (1.14% if the Delayed Draw Notes have been drawn) of total gross revenue in perpetuity, with the fixed and variable portions both applying to the first 41,500 tonnes of lithium processed each year, subject to certain adjustments relating to Thacker Pass total Phase 1 project costs. The production payments are also subject to certain adjustments relating to the tonnage of battery-grade lithium carbonate equivalent sold. The variable payments are also subject to certain adjustments related to the future price of lithium.

In addition, the Company is obligated under a separate 2013 royalty agreement to pay an 8% gross revenue royalty for sales on production from all Thacker Pass mineral claims up to a cumulative payment of $22,000, after which the royalty rate is reduced to 4% for the remaining life of the project. The Company has the option at any time to reduce the royalty to 1.75% through payment of $22,000. The portion of the royalty subject to repurchase has been recorded as a financial liability carried at amortized cost.

 

 

June 30,
2025

 

 

December 31,
2024

 

Production Payment Agreement

 

$

25,728

 

 

$

-

 

Royalty

 

 

20,936

 

 

 

20,715

 

Total

 

$

46,664

 

 

$

20,715

 

 

8.
STOCKHOLDERS’ EQUITY

Common stock – At-the-Market Program

On May 15, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $100 million (or the equivalent in Canadian dollars) (the “ATM Program”). As of June 30, 2025, the Company had sold 3,361 common shares pursuant to the ATM Program at an average price of $2.76 per share, for net proceeds of $8,541.

Equity Incentive Plan

On June 11, 2025, the Company’s shareholders approved an amended and restated Equity Incentive Plan (the “Plan”), which, among other changes, increased the maximum number of common shares available for issuance under the Plan by 14 million common shares.

 

9.
LOSS PER SHARE

Basic and diluted net loss per share is computed by dividing the net loss attributable to the Company’s shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similar to basic loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of equity instruments, if dilutive. Potentially dilutive common shares include stock options, RSUs, deferred share units (“DSUs”), and PSUs.

 

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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

10.
GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Salaries, benefits and directors’ fees1

 

$

2,489

 

 

$

1,883

 

 

$

4,757

 

 

$

4,267

 

Stock-based compensation

 

 

1,619

 

 

 

1,514

 

 

 

2,652

 

 

 

2,903

 

Professional fees

 

 

1,338

 

 

 

845

 

 

 

2,698

 

 

 

1,535

 

Office and administration

 

 

1,717

 

 

 

1,247

 

 

 

3,003

 

 

 

1,999

 

Regulatory and filing fees

 

 

182

 

 

 

282

 

 

 

332

 

 

 

458

 

Travel

 

 

178

 

 

 

67

 

 

 

293

 

 

 

121

 

Investor relations

 

 

315

 

 

 

549

 

 

 

608

 

 

 

907

 

Depreciation

 

 

10

 

 

 

23

 

 

 

22

 

 

 

23

 

Total

 

$

7,848

 

 

$

6,410

 

 

$

14,365

 

 

$

12,213

 

1
The Company granted DSUs accrued at December 31, 2024 during the six months ended June 30, 2025, resulting in a charge to additional paid-in capital of $180.
11.
TRANSACTION COSTS

The Company has expensed transaction costs in relation to the following transactions:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

DOE Loan

 

$

-

 

 

$

1,106

 

 

$

150

 

 

$

1,710

 

GM's non-controlling interest related to the JV

 

 

8,958

 

 

 

-

 

 

 

8,958

 

 

 

-

 

Convertible debt Embedded Derivative

 

 

4,379

 

 

 

-

 

 

 

4,379

 

 

 

-

 

Other financing activities

 

 

-

 

 

 

210

 

 

 

4,152

 

 

 

471

 

Total

 

$

13,337

 

 

$

1,316

 

 

$

17,639

 

 

$

2,181

 

 

12.
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

 

 

Six Months Ended June 30,

 

 

2025

 

 

2024

 

Interest received on cash deposits

 

$

2,728

 

 

$

5,450

 

Interest paid

 

$

(721

)

 

$

(4

)

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

Total non-cash changes to mineral properties, plant and equipment composed of:

 

$

59,924

 

 

$

12,178

 

Capitalization of stock-based compensation

 

 

626

 

 

 

2,878

 

Capitalization of depreciation

 

 

2,419

 

 

 

376

 

Capitalization of interest on the Orion Investment

 

 

7,638

 

 

 

-

 

Capitalization of non-cash interest

 

 

221

 

 

 

122

 

Deposits on long-lead equipment and other long-term prepaids

 

 

24,058

 

 

 

11,121

 

Other non-cash transactions including working capital changes

 

 

24,962

 

 

 

(2,319

)

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

34

 

 

$

719

 

 

 

15


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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

13.
FAIR VALUES OF FINANCIAL INSTRUMENTS

Fair value measurement

(a)
Financial instruments not measured at fair value

Except as disclosed below, the carrying value of the financial assets and liabilities where the measurement basis is other than fair value approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since the original date. Cash and cash equivalents, receivables, accounts payable and royalty obligations, Notes and PPA are measured at amortized cost.

(b)
Measurement of fair value

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 June 30, 2025 and December 31, 2024, there were no financial assets and financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition.

The following table identifies the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. The carrying value is equal to the fair value at each date reported.

 

 

 

 

Fair Value at

 

 

Category

 

June 30,
2025

 

 

December 31,
2024

 

Financial assets

 

 

 

 

 

 

 

 

Investment in Green Technology Metals Limited 1

 

Level 1

 

$

165

 

 

$

537

 

Investment in Ascend Elements, Inc. 2

 

Level 3

 

 

1,786

 

 

 

3,615

 

 

 

 

$

1,951

 

 

$

4,152

 

Financial liabilities

 

 

 

 

 

 

 

 

Embedded Derivative - conversion feature (Note 7) 3

 

Level 3

 

$

90,438

 

 

$

-

 

 

1
A loss on change in fair value of $151 (2024 - $573) and a loss on change in fair value of $372 (2024 - $1,897) was recognized in the condensed consolidated interim statements of loss for the three and six-month periods ended June 30, 2025, respectively.
2
As Ascend Elements is a private company, there is no observable market data to use, which results in this equity investment being classified as without readily determinable fair value. The fair value was based on a review of Ascend Elements’ business development, financings and trends in the share prices of other companies in the same industry sector. A loss on change in fair value of $94 (2024 - $2,575) and a loss on change in fair value of $1,829 (2024 - $2,575), respectively, was recognized in the condensed consolidated interim statements of loss for the three and six-month periods ended June 30, 2025.
3
The fair value of the conversion derivative was determined using a Partial Differential Equation method with the following inputs and assumptions at June 30, 2025: expected volatility of 30.7%, share price of $2.68, risk-free rate of 3.8%, and no expected dividends. The fair value at inception at April 1, 2025 was determined using the following inputs: expected volatility of 35.2%, share price of $2.76, risk-free rate of 3.9%, and no expected dividends. During the three months ended June 30, 2025, a gain on change in fair value of $6,762 was recognized in the condensed consolidated interim statements of loss.

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 June 30, 2025 and December 31, 2024, this includes the following:

 

 

16


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LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

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)

 

 

June 30, 2025

 

 

December 31, 2024

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Royalty obligation (Note 7) 1

 

$

20,936

 

 

$

12,127

 

 

$

20,715

 

 

$

15,563

 

Production payment obligation (Note 7) 2

 

 

25,728

 

 

 

27,080

 

 

 

-

 

 

 

-

 

Convertible Debt (Note 7) 3

 

 

96,463

 

 

 

102,876

 

 

 

-

 

 

 

-

 

Total

 

$

143,127

 

 

$

142,083

 

 

$

20,715

 

 

$

15,563

 

 

1
The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 25.8% at June 30, 2025 (December 31, 2024 - 12.3%).
2
The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with the following inputs and assumptions: average lithium production of 41,500 tonnes per year, average lithium price of $15,082 and discount rate of 27.9%.
3
The estimated fair value involved Level 3 inputs and was determined using a discount rate of 25.8%.

During the three months ended June 30, 2024, a gain on change in fair value of $168 associated with a previous fair-valued liability was recognized in the condensed consolidated interim statements of loss. During the six months ended June 30, 2024, a loss on change in fair value of $12 was recognized. This liability was derecognized on October 15, 2024.

14.
COMMITMENTS

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. The following represents the fixed and determinable portion of the commitments, excluding lease components disclosed in Note 5, for each of the next five years.

 

 

2025

 

2026

 

2027

 

2028

 

2029

 

Thereafter

 

Long-lead equipment

 

$

25,499

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

Infrastructure

 

 

695

 

 

695

 

 

4,128

 

 

21,214

 

 

21,236

 

 

232,073

 

Service contracts

 

 

57,234

 

 

38,386

 

 

23,178

 

 

1,175

 

 

-

 

 

-

 

Total

 

$

83,428

 

$

39,081

 

$

27,306

 

$

22,389

 

$

21,236

 

$

232,073

 

 

15.
SUBSEQUENT EVENT

 

Subsequent to June 30, 2025, the Company issued and sold 18.103 million common shares at an average price of $3.11 per share pursuant to the ATM Program, for aggregate net proceeds of $55.1 million after sales agent’s commission and other expenses.

 

 

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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 financial condition and results of operations of the Company and should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and notes thereto for the three and six months ended June 30, 2025 and audited consolidated financial statements for the years ended December 31, 2024 and 2023 (“FY 2024” and “FY 2023,” respectively), together with the notes thereto. The financial information contained in this MD&A is derived from the consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses certain non-GAAP financial measures. For a detailed description of each of the non-GAAP measures used, please refer to the discussion under “Use of Non-GAAP Financial Measures and Reconciliations.” This item should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in this Form 10-Q.

On June 28, 2024, the Company determined that it no longer met the definition of a Foreign Private Issuer, and therefore no longer is entitled to rely on the foreign private issuer exemptions. As a result, beginning on January 1, 2025, the Company became required to report as a domestic U.S. filer, including filing annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements under Section 14 of the Exchange Act.

In prior periods, the Company prepared its consolidated financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board. As a consequence of becoming a domestic issuer as of January 1, 2025, the Company is required to present its financial information in US GAAP. The financial information discussed herein has been prepared in accordance with US GAAP for all periods presented, except as otherwise indicated. The financial information should not be expected to correspond with financial information previously presented under IFRS® Accounting Standards.

The consolidated financial statements reflect (i) the activities of the Company from and after the Separation (as defined below) and (ii) the activities of LAC North America (as defined below) on a “carve-out” basis prior to that date. Prior to Separation, LAC North America did not operate as a separate legal entity. The assets, liabilities and results of operations prior to October 3, 2023 represent those specifically identifiable to LAC North America (as defined below) including assets, liabilities and expenses relating to Thacker Pass, specified investments, transactions and balances arising from an original investment from General Motors Holdings LLC (“GM”), as well as an allocation of certain costs relating to the management of those relevant assets, liabilities and results of operations. Such costs have been allocated from the shared corporate expenses of Lithium Americas Corp. (“Old LAC”) based on the estimated level of involvement of Old LAC management and employees with LAC North America.

The Company’s fiscal year is the 12-month period ending December 31. All references to “Q2 2025” and “Q2 2024” are to the fiscal quarters for the three-month periods ended June 30, 2025 and June 30, 2024 respectively. All references to “YTD Q2 2025” and “YTD Q2 2024” are to the six-month periods ended June 30, 2025 and June 30, 2024, respectively. Amounts stated in this MD&A are in United States dollars, unless otherwise indicated.

COMPANY BACKGROUND

Lithium Americas Corp. (the “Company”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”) a sedimentary-based lithium deposit located in the McDermitt Caldera in Humboldt County in north-western Nevada, 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 GM and the Company (together, the “JV Partners”). The Company owns a 62% interest in Thacker Pass and will manage the Project, and GM owns a 38% interest in Thacker Pass. The JV is consolidated in the consolidated financial statements of the Company.

The Company was incorporated on January 23, 2023 under the Business Corporations Act (British Columbia). The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.” The Company accounts for the business in one segment and one geographical area.

 

18


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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

The Company was initially formed for the sole purpose of acquiring ownership of the North American business assets and investments (“LAC North America”) of Old LAC, which is now named Lithium Argentina AG (formerly Lithium Americas (Argentina) Corp.) (“Lithium Argentina”), pursuant to a separation transaction (the “Separation”) that was undertaken on October 3, 2023. Upon consummation of the Separation, the Company changed its name from 1397468 B.C. Ltd to Lithium Americas Corp. Following the Separation, Lithium Argentina and the Company became independent public companies. The Separation was completed pursuant to a statutory plan of arrangement between the Company and Old LAC (the “Arrangement”). Upon completion of the Separation, Old LAC contributed to the Company, among other assets and liabilities, its interest in Thacker Pass, its investments in Green Technology Metals Limited (“GT1”) and Ascend Elements Inc. (“Ascend Elements”), certain intellectual property rights, its loan to 1339480 B.C. Ltd., and cash of $275.5 million, including $75 million to establish sufficient working capital (non-GAAP). The Company then distributed its common shares to shareholders of Old LAC in a series of share exchanges. The Separation was pro rata to the shareholders of Old LAC, so that the holders maintained the same proportionate interest in Old LAC (upon the Separation, Lithium Argentina) and the Company both immediately before and immediately after the Separation.

The Company’s head office and principal address is Suite 3260, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.

Q2 2025 PROJECT AND CONSTRUCTION HIGHLIGHTS

On April 1, 2025, the JV Partners announced the final investment decision (“FID”) for construction of Phase 1 of Thacker Pass.
During the quarter ended June 30, 2025, $124.8 million of construction capital costs and other project-related costs were capitalized. As of June 30, 2025, a total of $574.1 million of construction capital costs and other project-related costs have been capitalized.
The Company has resolved or secured judicial dismissal of all legal and regulatory actions and proceedings, which arose in the ordinary course of resource development. Those resolutions did not materially impact the Company’s financial position or construction schedule. The Company continues to progress major construction at Thacker Pass. Completion of Phase 1 of Thacker Pass is targeted for late 2027.
Project engineering and procurement continue materially in line with the Project schedule to support construction.
o
As of June 30, 2025, detailed engineering is approximately 70% design complete and expected to increase to over 90% design complete by year end 2025. The higher level of detailed engineering at the early stages of construction helps to de-risk execution in terms of Project schedule and cost.
o
In April 2025, fabrication of the structural steel to be used to build the facilities at Thacker Pass commenced. First steel installation is targeted to commence in September 2025.
o
Manufacturing of long-lead equipment continues to advance with expected delivery in line with the Project schedule.
o
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. To date, approximately $425 million has been committed.
Major construction at Thacker Pass is progressing, with permanent concrete placement in the processing plant area commencing in early May 2025. Activity at site is focused on key areas to enable peak construction, which is expected in 2026. As of June 30, 2025:
o
There were approximately 300 manual craft workers on site, which is expected to increase to approximately 1,000 workers by year end 2025. At peak construction, approximately 1,800 workers are expected on site.
o
Structural excavation was underway to support the buildout of facilities and structural elements such as pipe racks.
o
Foundation preparation and rebar for concrete for the processing plant facilities continued to progress.
o
Construction of permanent roads and entrances to the processing plant facilities were underway.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

o
Worker break tents were nearing completion.
Placement of housing modules at the Company’s all-inclusive housing facility for construction workers in Winnemucca (the “Workforce Hub” or “WFH”) is well advanced. Mechanical, electrical and plumbing work is progressing, with first occupancy targeted for the second half of 2025. The completion of the WFH will enable ramp-up in the number of construction workers at site.

Q2 2025 FINANCIAL AND CORPORATE HIGHLIGHTS

As of June 30, 2025, the Company had $509.1 million in cash and restricted cash.
o
On April 1, 2025, the Company closed the previously announced strategic investment from fund entities managed by Orion Resource Partners LP (collectively, “Orion”), for the development and construction of Phase 1 of Thacker Pass (“Orion Investment”). As part of closing, Orion paid the Company total gross proceeds of $220 million in cash for $195 million of senior unsecured convertible notes (the “Notes”) and $25 million in exchange for payments corresponding to the minerals produced and gross revenue generated by Thacker Pass (the “Production Payment Agreement” or “PPA”).
o
On declaring FID, GM and the Company contributed $100 million and $191.6 million in cash to the JV, respectively.
On May 15, 2025, the Company established an at-the-market equity program (“ATM Program”) pursuant to which the Company may sell its common shares, no par value, for up to a maximum aggregate $100 million and intends to use the net proceeds for general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.
o
As of 30 June 2025, the Company issued and sold 3.361 million common shares at an average price of $2.76 per share pursuant to the ATM Program, for aggregate net proceeds of $8.5 million after sales agent’s commission and other expenses. Subsequent to June 30, 2025, the Company issued and sold 18.103 million common shares at an average price of $3.11 per share pursuant to the ATM Program, for aggregate net proceeds of $55.1 million after sales agent’s commission and other expenses.
The Company currently expects to make the first draw on the previously announced $2.26 billion loan from the Department of Energy (“DOE” / the “DOE Loan”) sometime in the second half of 2025 (“H2 2025”).
o
In advance of first draw, GM has released to the Company the previously announced $195 million letter of credit facility (“LC Facility”) that can be used as collateral to support reserve account requirements under the DOE Loan.
On July 29, 2025, the Company published an environment, social, governance and safety (“ESG-S”) report, themed “Driving Partnerships to Create Value,” available on the Company’s website. The report includes sustainability performance and progress activities for the period January 1 to December 31, 2024 at the corporate level, Thacker Pass, WFH, Lithium Technical Development Center and the Company’s office locations.

MATERIAL RELATIONSHIPS AND RELATED AGREEMENTS

DOE ATVM Loan Program

On October 28, 2024, the Company closed the $2.26 billion DOE Loan from the U.S. DOE Loan Programs Office under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program, for financing the construction of Phase 1 processing facilities at Thacker Pass. The $2.26 billion DOE Loan includes principal of $1.97 billion and capitalized interest during construction, which is estimated to be $290 million over a three-year period. The DOE Loan has a 24-year maturity (from the date of first draw on the DOE Loan) with interest rates fixed from the date of each monthly advance for the term of the loan at applicable U.S. Treasury, rates without any additional credit spread. Lithium Americas has guaranteed the full and timely payment of costs to complete the construction of Thacker Pass and has guaranteed payment of any amounts borrowed under the DOE Loan.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

Other key terms include customary covenants and events of default for a project finance loan facility and customary conditions precedent to loan effectiveness and advances for a project finance loan facility.

The Company currently expects to make the first draw on the DOE Loan sometime in H2 2025, subject to meeting certain conditions precedent.

General Motors Equity Investment, Joint Venture and Offtake

Prior to the Separation, on January 30, 2023, Old LAC had entered into a purchase agreement with GM, pursuant to which GM agreed to make a $650 million equity investment (the “2023 Transaction”), the proceeds of which were to be used for the construction and development of Thacker Pass. The 2023 Transaction was comprised of two tranches, a first tranche investment of $320 million (“Tranche 1 Investment”) and a second tranche investment of up to $330 million (the “Tranche 2 Investment”). Tranche 1 closed, and the Phase 1 offtake agreement was executed on February 16, 2023, when GM subscribed for 15,002,000 subscription receipts of Old LAC, which were automatically converted into 15,002,000 units, comprising 15,002,000 shares and 11,891,000 warrants of Old LAC, which became 15,002,000 common shares of the Company post-Separation. The subscription proceeds were paid to Old LAC, and the remaining unspent proceeds were included in the net assets distributed by Old LAC to the Company on October 3, 2023, pursuant to the Arrangement.

As the Separation was completed before the closing of the Tranche 2 Investment, the agreement for the Tranche 2 Investment in Old LAC was terminated and replaced by a corresponding subscription agreement between GM and the Company whereby the proceeds of the Tranche 2 Investment were to be received by the Company.

On October 15, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with GM to establish a JV with GM for the purpose of funding, developing, constructing and operating Thacker Pass (the “JV Transaction”). Prior to closing the JV Transaction on December 20, 2024, the Company transferred its interest and certain other assets into Lithium Nevada Ventures. In connection with the JV Transaction, the Company also closed an amendment to the DOE Loan to accommodate changes relating to the JV Transaction.

Under the terms of the Investment Agreement, GM acquired a 38% asset-level ownership stake in Thacker Pass for $625 million in total cash and letters of credit, including $430 million of direct cash funding to the JV to support the construction of Phase 1 and a $195 million letter of credit facility (“LC Facility”) that can be used as collateral to support reserve account requirements under the DOE Loan. The key terms of the JV Transaction are summarized below:

Lithium Americas has a 62% interest in Thacker Pass and will manage the Project on behalf of the JV Partners.
GM has a 38% interest in Thacker Pass and has committed $625 million in cash and letters of credit to the JV:
o
$330 million cash was contributed to the JV upon closing of the JV on December 20, 2024;
o
$100 million cash was contributed to the JV at FID for Phase 1 on April 1, 2025; and
o
$195 million LC Facility has been released by GM to the Company on August 5, 2025.
Lithium Americas has contributed nearly $330 million of cash to the JV for its 62% ownership in the Project:
o
$138 million was contributed to the JV upon closing of the JV on December 20, 2024; and
o
$191.6 million was contributed to the JV at FID for Phase 1 on April 1, 2025.
The LC Facility provided by GM to the JV as part of its consideration for its equity interest will have no interest, a maturity consistent with the DOE Loan and that will be withdrawn once replaced with cash that is generated by Thacker Pass.
A Board of Directors was established at the JV level to oversee the JV and approve the Project’s budgets and business plans, as well as implement policies to align with GM’s vendor requirements, including GM’s Human Rights Policy.

As part of the Arrangement, the agreement to supply GM with lithium carbonate production from Thacker Pass (the “Offtake Agreement”) was assigned by Old LAC to the Company. GM agreed to extend its existing Offtake Agreement for up to 100% of production volumes from Phase 1 of Thacker Pass to 20 years to support the maturity of the DOE Loan. On closing

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

of the JV Transaction, GM also entered into an additional 20-year offtake agreement for up to 38% of Phase 2 production volumes and will retain its existing right of first offer on the remaining Phase 2 production volumes.

The Company and GM terminated the Tranche 2 Investment subscription agreement concurrent with the execution of the JV Investment Agreement.

Orion Resource Partners

On April 1, 2025, the Company closed the previously announced Orion Investment, representing an aggregate $250 million investment comprised of the Notes, the PPA and a commitment to purchase an additional $30 million in aggregate principal amount of Notes within two years (the “Delayed Draw Notes”) subject to the satisfaction of certain conditions precedent and upon request by the Company.

The Notes will mature on April 1, 2030 and bear an initial conversion price of $3.78 per share, which represents a 43% premium to Lithium Americas’ 5-day VWAP on the New York Stock Exchange ended on March 5, 2025. Lithium Americas will initially pay interest on the Notes in-kind or in cash at a rate of 9.875% per annum until the maturity of the Notes. Under the terms of the PPA, Orion will receive fixed payments of $128 per tonne ($152 per tonne assuming draw of the Delayed Draw Notes) of the total lithium produced each year at Thacker Pass for a period of 72 quarters after first production. Orion will receive additional variable payments of 0.96% of total gross revenue (1.14% of total gross revenue assuming draw of the Delayed Draw Notes) for the life of the mine. Both fixed and variable payments will only apply to the first 41,500 tonnes of lithium produced each year and are subject to certain adjustments relating to total Phase 1 project costs. The production payments are also subject to certain adjustments related to the tonnage of battery-grade lithium carbonate equivalent sold. The variable payments are also subject to certain adjustments related to the future price of lithium.

Lithium Americas has granted Orion the right to designate an Independent Engineer and an Independent Environmental and Social Consultant to a newly established technical committee of the Company’s management team to monitor development.

RESULTS OF OPERATIONS

The selected consolidated financial information set out below has been derived from the Company's audited consolidated annual financial statements and unaudited condensed consolidated interim statements and should be read in conjunction with those consolidated financial statements and the related notes thereto.

The Six Months Ended June 30, 2025 compared with the Six Months Ended June 30, 2024

The following table provides a summary of the Company’s condensed consolidated results of operations for YTD Q2 2025 compared with YTD Q2 2024:

 

 

For the Six Months Ended June 30,

 

 

Increase/

 

(in US$ millions except for share amounts)

 

2025

 

 

2024

 

 

(decrease)

 

General and administrative expenses

 

$

14.4

 

 

$

12.2

 

 

$

2.2

 

Transaction costs

 

 

17.6

 

 

 

2.2

 

 

 

15.4

 

(Gain)/loss on financial instruments measured at fair value

 

 

(4.6

)

 

 

4.5

 

 

 

(9.1

)

Other income

 

 

(2.7

)

 

 

(6.1

)

 

 

(3.4

)

Net loss

 

 

24.8

 

 

 

12.8

 

 

 

12.0

 

Net loss attributable to LAC stockholders

 

 

23.1

 

 

 

12.8

 

 

 

10.3

 

Net loss per share – basic and diluted attributable to common stockholders

 

 

(0.11

)

 

 

(0.07

)

 

 

0.04

 

 

General and administrative expenses for YTD Q2 2025 increased to $14.4 million (YTD Q2 2024 - $12.2 million), which is due mainly to higher salaries, professional fees and office and administration fees in YTD Q2 2025, reflecting the ongoing

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

costs of the Company's transition to domestic filer as well as increased reporting obligations associated with the DOE Loan and formation of the JV.

Transaction costs for YTD Q2 2025 increased to $17.6 million (YTD Q2 2024 - $2.2 million), which is due mainly to advisory and professional fees associated with the Orion Investment and advisory fees due upon achieving FID for Thacker Pass Phase 1. Transaction costs in YTD Q2 2024 primarily related to negotiating and advancing towards closing the DOE Loan.

The Gain/(loss) on financial instruments measured at fair value is comprised of changes in the fair value of financial instruments, including an embedded derivative associated with the Notes, the Company’s investments in GT1 and Ascend Elements, and, in YTD Q2 2024, the Tranche 2 Investment liability. As the Notes include a potential partial cash settlement feature, the Company recognizes an embedded derivative (the “Embedded Derivative”) which is valued at fair value each balance sheet date. A gain on change in the fair value of the Embedded Derivative of $6.8 million was recognized at June 30, 2025 representing the gain since initial recognition of the Embedded Derivative at fair value on April 1, 2025. The loss on change in fair value of the investment in GT1 of $0.4 million for YTD Q2 2025 was lower than the loss of $1.9 million for YTD Q2 2024, reflecting the publicly-listed share price of GT1 at these respective dates. The loss on change in fair value of the investment in Ascend Elements for YTD Q2 2025 of $1.8 million compared with a loss of $2.6 million for YTD Q2 2024, reflecting the overall downturn of the battery recycling market in 2024 that continued into Q2 2025. The loss on change in fair value of the Tranche 2 Investment liability of $0.01 million for YTD Q2 2024 reflects the decrease in the market value of the Company’s share price during that time and a decrease in the volatility assumption. The Tranche 2 Investment agreement that included the Tranche 2 Investment liability was terminated on October 15, 2024.

Other income of $2.7 million for YTD Q2 2025 decreased when compared with $6.1 million for YTD Q2 2024, which was mainly due to higher balances invested in interest generating investments in YTD Q2 2024 compared with YTD Q2 2025.

The Three Months Ended June 30, 2025 compared with the Three Months Ended June 30, 2024

The following table provides a summary of the Company’s condensed consolidated results of operations for Q2 2025 compared with Q2 2024:

 

 

Three Months Ended June 30,

 

 

Increase/

 

(in US$ millions except for share amounts)

 

2025

 

 

2024

 

 

(decrease)

 

General and administrative expenses

 

$

7.8

 

 

$

6.4

 

 

$

1.4

 

Transaction costs

 

 

13.3

 

 

 

1.3

 

 

 

12.0

 

(Gain)/loss on financial instruments measured at fair value

 

 

(6.5

)

 

 

3.0

 

 

 

(9.5

)

Other income

 

 

(1.4

)

 

 

(4.2

)

 

 

(2.8

)

Net loss

 

 

13.2

 

 

 

6.6

 

 

 

6.6

 

Net loss attributable to LAC stockholders

 

 

12.4

 

 

 

6.6

 

 

 

5.8

 

Net loss per share – basic and diluted attributable to common stockholders

 

 

(0.06

)

 

 

(0.03

)

 

 

0.03

 

 

General and administrative expenses for Q2 2025 increased to $7.8 million (Q2 2024 - $6.4 million), due mainly to higher salaries, professional fees and office and administration fees in Q2 2025, reflecting the ongoing costs of the Company's transition to domestic filer as well as increased reporting obligations associated with the DOE Loan and formation of the JV.

Transaction costs for Q2 2025 increased to $13.3 million (Q2 2024 - $1.3 million), due mainly to third-party transaction costs associated with the Orion Investment and advisory fees due upon achieving FID for Phase 1 at Thacker Pass. Transaction costs in Q2 2024 primarily related to negotiating and advancing towards closing the DOE Loan.

The Gain/(loss) on financial instruments measured at fair value includes changes in the fair value of financial instruments, including the Embedded Derivative, the Company’s investments in GT1 and Ascend Elements, and, in Q2 2024, the Tranche 2 Investment liability. A gain on change in the fair value of the Embedded Derivative of $6.8 million represents the gain at June 30, 2025 since the Embedded Derivative was initially recognized at fair value on April 1, 2025. The loss on change in fair value of the investment in GT1 of $0.2 million for Q2 2025 was lower than the loss of $0.6 million for Q2 2024, reflecting the publicly-listed share price of GT1 at these respective dates. The loss on change in fair value of the investment in Ascend Elements for Q2 2025 of $0.1 million compared with a loss of $2.6 million for Q2 2024, reflecting the overall downturn of the

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

battery recycling market in 2024 that continued into Q1 2025. The gain on change in fair value of the Tranche 2 Investment liability of $0.2 million for Q2 2024 reflects the decrease in the market value of the Company’s share price during that time and an increase in the volatility assumption. The Tranche 2 Investment agreement that included the Tranche 2 Investment liability was terminated on October 15, 2024.

Other income of $1.4 million for Q2 2025 decreased compared with $4.2 million for Q2 2024, which was due mainly to higher balances invested in interest generating investments in Q2 2024 compared with Q2 2025.

Selected financial position information

 

(in US$ millions)

 

June 30, 2025

 

 

December 31, 2024

 

 

Increase/
(decrease)

 

Cash and restricted cash

 

$

509.1

 

 

$

594.2

 

 

$

(85.1

)

Mineral properties, plant and equipment, net

 

 

810.1

 

 

 

398.9

 

 

 

411.2

 

Total assets

 

 

1,339.1

 

 

 

1,044.9

 

 

 

294.2

 

Total liabilities

 

 

303.3

 

 

 

99.6

 

 

 

203.7

 

Total long-term liabilities

 

 

251.5

 

 

 

41.3

 

 

 

210.2

 

In YTD Q2 2025, total assets increased due mainly to the Orion Investment and contributions made to the JV by GM upon declaring FID at Thacker Pass, which was partially offset by payment of accrued liabilities at December 31, 2024, which related mainly to transaction costs, as well as cash used to fund operating costs in YTD Q2 2025. Mineral properties, plant and equipment increased mainly due to the capitalization of Thacker Pass construction costs and the installation of WFH units.

In YTD Q2 2025, total liabilities increased due mainly to amounts associated with the Notes and the PPA, which were both non-current at June 30, 2025.

LIQUIDITY AND CAPITAL RESOURCES

The Company has recurring net losses and negative operating cash flows and expects to continue to operate at a loss for the foreseeable future, which includes the period that Thacker Pass Phase 1 is under development. As the Company develops Thacker Pass, it will not generate revenues from operations and there is no expectation to generate any revenue from operations until Thacker Pass begins production. Thacker Pass is targeting completion in late 2027 with ramp up during 2028.

As at June 30, 2025, the Company had cash and restricted cash of $509.1 million (December 31, 2024 - $594.2 million); and working capital (non-GAAP) of $459.9 million (December 31, 2024 - $543.9 million).

On May 15, 2025, in connection with the ATM Program, 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 $100 million (or the Canadian dollar equivalent). The Company intends to use the net proceeds from the ATM Program for general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital. As of 30 June 2025, the Company had issued and sold 3.361 million common shares at an average price of $2.76 per share under the ATM Program for aggregate net proceeds of $8.5 million after sales agents commission and other expenses.

 

On April 1, 2025, the Company closed the Orion Investment for gross proceeds of $220 million. In addition, subject to certain conditions precedent, Orion agreed to purchase an additional $30 million in Delayed Draw Notes within two years upon request by the Company.

On October 28, 2024, the Company closed the $2.26 billion DOE Loan under the ATVM Loan Program, for financing the construction of Phase 1 processing facilities at Thacker Pass, as described above in the section “Material Relationships and Related Agreements”.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

On October 15, 2024, the Company and GM entered into the Investment Agreement to establish the JV for the purpose of funding, developing, constructing and operating Thacker Pass. The JV Transaction, which is described above in the section “Material Relationships and Related Agreements”, delivers $625 million of cash and letters of credit from GM to Thacker Pass.

On April 22, 2024, the Company completed an underwritten public offering (the “Offering”) for aggregate gross proceeds to the Company of $275 million or net proceeds of approximately $262 million after deducting fees and share issuance costs.

At June 30, 2025, the Company's net assets of $1,036 million included $1,104 million held in the JV (inclusive of GM's non-controlling interest), of which $724 million was held by Lithium Nevada LLC (“LN”). The DOE Loan imposes certain restrictions on the transfer of assets from LN to the Company, including prohibitions on dividend payments and loans from LN to the Company, the making of other payments to the Company, and transfers of any assets comprising part of the collateral package. Exceptions to such restrictions are possible upon the satisfaction of certain conditions, including attainment of certain construction milestones. The DOE Loan also requires LN to maintain a certain amount of working capital (non-GAAP) sufficient to cover project-related costs. Under the terms of the JV there are certain additional restrictions on asset transfers from LN to the Company, including transfers of material assets outside of the ordinary course of business or transfers involving assets with a value of greater than $5 million (subject to certain exceptions, including for sales of lithium in the ordinary course of business or sales of non-productive assets with a value of less than $10 million).

The Company believes that it will have sufficient cash resources to carry out its business plans, including the currently planned development activities at Thacker Pass, for at least the next 12 months. Over the long-term, the Company expects to meet its obligations and fund the development of Thacker Pass through the financings it has secured, which are described above; however, due to the conditions associated with such financings, there can be no assurance that the Company will successfully complete all of its contemplated financing plans. Additionally, the Company may, from time to time, and on an opportunistic basis as market conditions permit, engage in capital markets transactions to provide additional financing to support its capital and operating needs. The Company does not engage in currency hedging to offset any risk of currency fluctuations.

The Company has entered into long-term purchase agreements related to long-lead equipment, infrastructure and services related to the construction of the processing plant as well as development and mining services at Thacker Pass. These agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials.

Cash Flow

 

Cash Flow Highlights

 

Six Months Ended June 30,

 

(in US$ millions)

 

2025

 

 

2024

 

Cash used in operating activities

 

$

(49.5

)

 

$

(4.8

)

Cash used in investing activities

 

 

(353.5

)

 

 

(77.0

)

Cash provided by financing activities

 

 

317.9

 

 

 

262.2

 

Change in cash, cash equivalents and restricted cash

 

 

(85.1

)

 

 

180.3

 

Cash, cash equivalents and restricted cash – beginning of period

 

 

594.2

 

 

 

195.8

 

Cash, cash equivalents and restricted cash – end of period

 

$

509.1

 

 

$

376.1

 

 

Operating Activities

Cash used in operating activities during the six months ended June 30, 2025 increased to $49.5 million compared with $4.8 million during the six months ended June 30, 2024, which is primarily attributable to larger operating losses reflecting higher general and administrative expenses and higher transaction costs, partially offset by a gain in H1 2025 on financial instruments measured at fair value, as well as changes in working capital (non-GAAP).

Investing Activities

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

Cash used in investing activities for the six months ended June 30, 2025, was $353.5 million compared with $77.0 million for the six months ended June 30, 2024, which primarily reflects a higher level of construction activity at Thacker Pass. Construction activity increased at Thacker Pass subsequent to the closing of the DOE Loan and JV in the fourth quarter of 2024, and FID on April 1, 2025.

Financing Activities

Cash provided by financing activities for the six months ended June 30, 2025 increased to $317.9 million compared with $262.2 million for the six months ended June 30, 2024. During YTD Q2 2025, net proceeds received from financing transactions included $211.8 million associated with the Notes and the PPA, $100.0 million contribution from GM to the JV at FID, and $8.5 million in net proceeds from the ATM Program, partially offset by principal payments for finance lease obligations and deferred financing fees. During YTD Q2 2024, the majority of cash provided by financing activities related to the proceeds from the Offering.

Contractual Obligations

 

The Company’s contractual obligations, commitments under long-term purchase agreements and other commitments as at June 30, 2025 are disclosed in Notes 5, 7 and 14 to the condensed consolidated interim financial statements for the six months ended June 30, 2025.

OFF-BALANCE SHEET ARRANGEMENTS

As at June 30, 2025, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a material effect on its financial condition, results of operations, or liquidity.

DECOMMISSIONING PROVISION AND RECLAMATION BOND

The carrying value of the liability for decommissioning relating to exploration and development activities at Thacker Pass as at June 30, 2025 is $0.3 million (December 31, 2024 - $0.3 million). The Company has a $1.7 million reclamation bond payable to the 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 put in place for Thacker Pass, which was accepted and obligated in March 2025.

CRITICAL ACCOUNTING ESTIMATES

The June 30, 2025 condensed consolidated interim financial statements have been prepared in accordance with US GAAP. The preparation of condensed consolidated interim financial statements requires management to make estimates that affect the reported amounts of assets, liabilities, and expenses. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While significant accounting policies are more fully described in Note 2 to the FY 2024 audited consolidated financial statements, the Company has provided below the accounting policies and estimates critical to its business operations and understanding of its financial results.

Also included below are the key judgments and sources of estimation uncertainty that management has determined could have the most significant impact on the amounts recognized in the condensed consolidated interim financial statements for the six months ended June 30, 2025.

Accounting for the Agreements with General Motors

Accounting for the agreements with GM requires management to make judgments in determining that no portion of the investment proceeds by GM were attributable to the Offtake Agreements, which management concluded contained a market pricing structure. The Company’s assessment was informed by a competitive process for the investment and offtake agreements on a combined basis.

The fair value of the Tranche 2 Investment with GM involves estimation, which was determined using Monte Carlo simulation. The simulation of the fair value required significant assumptions, including expected volatility of the Company’s

 

26


img260141251_3.jpg

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

share price, a risk- free rate and no expected dividends. On October 15, 2024, the Company and GM terminated the Tranche 2 Investment subscription agreement concurrent with the execution of the JV Investment Agreement.

Assessment of Impairment of Thacker Pass

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its fair value. For asset groups where an impairment loss is determined using the discounted future net cash flows method, future cash flows are estimated based on quantities of recoverable mineralized material, expected lithium prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. The term “recoverable mineralized material” refers to the estimated amount of lithium or other commodities that will be obtained after considering losses during processing and treatment. The Company’s estimates of future cash flows are based on numerous assumptions and uncertainties. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, lithium and other commodity prices, production levels and costs of capital are each subject to significant risks and uncertainties.

Accounting for Joint Venture with GM

The Company determined that the JV is a variable interest entity due to its reliance on additional financing to complete Phase 1 of the development of Thacker Pass. The Company has determined it is the primary beneficiary of the 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 in its consolidated financial statements.

Accounting for Convertible Debt and Embedded Derivative

 

The Company determined that the convertible debt included an embedded derivative attributable to the potential partial cash settlement feature and allocated the proceeds received between the host debt and embedded derivative. The Company determined that the conversion option is not considered closely related to the debt host and should be accounted for as an embedded derivative valued initially on April 1, 2025 and then revalued at fair value at balance sheet dates, with the gains and losses recognized in the condensed consolidated statement of net loss.

 

The fair value of the embedded derivative was determined using a partial differential equation method which required the Company to make estimates and assumptions regarding share volatility, risk-free interest rate and dividend payments.

Royalties and Production Payments

Royalties on future production or sales are reported based on their underlying characteristics. When indicated by their terms, royalties and production payments are treated as financial liabilities, such as those subject to call options for a specified price or those sold on proven properties and settleable with cash flows in which the Company has significant continuing involvement.

Accounting Developments

For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 in the audited consolidated financial statements for the year ended December 31, 2024.

USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

The Company makes reference to certain non-GAAP measures. These measures are not recognized measures under US GAAP, do not have a standardized meaning prescribed by US GAAP and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those US GAAP measures by providing further understanding of the Company's liquidity from management’s perspective. Accordingly, these measures are not intended to represent, and should not be considered as alternatives to, other performance measures derived in accordance with US GAAP as measures of liquidity. In addition to results determined in accordance with US GAAP, the Company uses “working capital”, a non-GAAP measure. This non-US GAAP measure is

 

27


img260141251_3.jpg

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Expressed in US dollars, unless stated otherwise)

 

used to provide investors with a supplemental measure of the Company's liquidity and thus highlight trends in the core business that may not otherwise be apparent when relying solely on US GAAP measures.

“Working capital” is the difference between current assets and current liabilities. It is a financial measure that has been derived from the Company’s consolidated financial statements and applied on a consistent basis as appropriate. Various assets and liabilities fluctuate significantly from month to month depending on short-term liquidity needs. The Company discloses this financial measure because it believes it assists readers in understanding the Company’s financial position and provides further information about the Company’s liquidity to investors.

 

 

June 30,
2025

 

 

December 31,
2024

 

 

Change

 

Current assets

 

$

511,715

 

 

$

602,175

 

 

$

(90,460

)

Less: current liabilities

 

 

51,802

 

 

 

58,280

 

 

 

(6,478

)

Working capital (non-US GAAP)

 

$

459,913

 

 

$

543,895

 

 

$

(83,982

)

 

 

 

28


 

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, 2024. 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 June 30, 2025. Based on the foregoing, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and such information is accumulated and communicated to management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting that occurred during the most recent quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

29


 

PART II - OTHER INFORMATION

The Company has been involved in various legal and regulatory actions and proceedings, which arise in the ordinary course of business. While the final outcomes of such actions and proceedings cannot be predicted with certainty, management believes that the resolution of such actions and proceedings will not have a material impact on the Company’s condensed consolidated financial statements or results of operations.

In February 2023, the Company’s application with the State of Nevada Division of Water Resources (“NDWR”) for the transfer of certain water rights for Phase 1 of Thacker Pass was approved by the State Engineer. The State Engineer’s Office issued the final water rights permits on June 30, 2023 and July 3, 2023, authorizing the Company to use its water production wells. In March 2023, the State Engineer’s decision was appealed in state court by a local ranching company. In April 2025, the court upheld the State Engineer’s decision in relation to due process and most of the other issues were appealed, while remanding two questions to the State Engineer for further analysis. On June 20, 2025, the NDWR directed the Company to cease pumping from certain wells pending the agency’s consideration of the remand, although the agency subsequently extended the date for the Company to demonstrate compliance with the directive. On July 30, 2025, the Company finalized a settlement agreement with the ranching company. Currently, the parties are jointly seeking dismissal of the water-rights litigation and a vacatur of the remand order in the courts to complete the resolution of this issue and confirm LAC’s water rights.

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, 2024 and Form 10-Q for the three months ended March 31, 2025.

 

Changes in U.S. trade policy and the impact of tariffs and other trade measures could adversely affect the Company's business, results of operations and financial condition.

The Company's business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. For example, on June 3, 2025, the U.S. government increased the 25% tariff on steel and aluminum imports announced on March 12, 2025, to 50%. On April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all foreign countries and an additional individualized reciprocal tariff on the countries with which the U.S. has the largest trade deficits, including China and other southeast Asian countries where the Company does business and sources equipment. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions are unprecedented, have caused substantial uncertainty and volatility in financial markets. It remains unclear to what extent, upon which countries, and upon which terms, tariffs may be levied.

The Company's business requires access to steel and other raw materials for use in the construction of Thacker Pass. Any imposition of or increase in tariffs on imports of steel or other raw materials, as well as corresponding price increases for such materials available domestically, could increase the Company's construction costs and negatively impact the Company's ability to complete the construction of Thacker Pass on budget. Higher materials costs could also diminish the Company's ability to develop new projects at acceptable returns, particularly during times of economic uncertainty, and limit the Company's ability to pursue growth opportunities that may otherwise be available to the Company.

The imposition of further tariffs by the U.S. on a broader range of imports, or further retaliatory trade measures taken in response to additional tariffs, could increase costs in the Company's supply chain or reduce demand for the Company's or the Company's customers’ products, either of which could adversely affect the Company's results of operations. To the extent any such tariffs remain in place for a sustained period of time, or in the event of a global or domestic recession resulting therefrom, the Company's customers could decide to delay currently planned growth projects or forego them entirely, each of which could result in decreased demand for the Company's products and adversely affect the Company's results of operations and financial condition.

Changes in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs,

 

30


 

trade agreements or policies, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. The ultimate impact of these trade measures on the Company's business operations and financial results is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope or nature of such trade measures, and the Company's ability to execute strategies to mitigate the potential negative impacts resulting therefrom. If the Company is unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on the Company's business and results of operations.

Our growth will require us to hire and retain skilled construction and mining personnel; increased competition for such personnel from other projects could impact our business, financial condition and results of operations.

We rely on a skilled, unionized workforce for construction. We compete with other construction projects and mining companies in the recruitment and retention of qualified managerial employees and skilled unionized labor. Competition for such personnel is both regional and national. New construction and mining projects, particularly such projects in the regions in which we operate, could increase competition for such personnel resulting in increased labor shortages or labor costs. If we are unable to successfully compete for qualified personnel, our construction or operations timelines may be materially delayed or suspended.

Most of the factors affecting labor costs and availability are beyond our control and we may not be able to offset any increased labor costs should they occur. Increases in construction and related costs due to inflationary pressure on wages or increases in union-agreed wages or shortages of qualified personnel in any of the geographic areas in which we operate could have a material and adverse effect on our business, financial condition and results of operations.

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 described in Part I. Item 4. Mine Safety Disclosures of the Company's annual report on Form 10-K for the year ended December 31, 2024.

Item 5. Other Information

During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

 

31


 

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

 

Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC, dated effective as of December 20, 2024 (incorporated by reference to Exhibit 2.2 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025).

 

 

 

    3.1

 

Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed by Lithium Americas Corp. on March 28, 2025).

 

 

 

    4.1#+

 

Convertible Note, dated April 1, 2025, issued by Lithium Americas Corp. to OMF Fund IV SPV M LLC (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-3 filed by Lithium Americas Corp. on May 15, 2025).

 

 

 

    4.2#+

 

Registration Rights Agreement, dated April 1, 2025, by and between Lithium Americas Corp. and OMF Fund IV SPV M LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-3 filed by Lithium Americas Corp. on May 15, 2025).

 

 

 

  10.1*#+

 

Production Payment Agreement, dated April 1, 2025, by and between Lithium Americas Corp. and OMF Fund IV SPV M LLC.

 

 

 

  10.2†

 

Amended and Restated Lithium Americas Corp. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Lithium Americas Corp. on June 12, 2025).

 

 

 

  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 Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

 

32


 

+

 

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

 

Identifies management contracts and compensatory plans or arrangements.

 

33


 

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:

 

August 14, 2025

 

By:

/s/ Jonathan Evans

 

 

 

 

 

Jonathan Evans

 

 

 

 

 

President and Chief Executive Officer

 

 

 

 

 

(Principal Executive Officer)

 

Date:

 

August 14, 2025

 

By:

/s/ Luke Colton

 

 

 

 

 

Luke Colton

 

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

(Principal Financial Officer)

 

 

34


FAQ

What was Lithium Americas (LAC) cash position at June 30, 2025?

The company reported $509.1 million of cash and restricted cash at June 30, 2025.

How much did LAC lose in Q2 2025 and year-to-date?

LAC recorded a Q2 net loss of $13.249 million and a six-month net loss of $24.775 million for the period ended June 30, 2025.

What material financings closed in H1 2025 for Thacker Pass?

On April 1, 2025, Orion invested $220 million (including $195M Notes and $25M PPA). GM and LAC contributed $100M and $191.6M respectively to the JV at FID.

What is the status of the DOE loan referenced in the filing?

Lithium Americas closed a $2.26 billion DOE loan under the ATVM program; the company expects the first draw in H2 2025, subject to conditions precedent.

What are LAC’s significant liabilities related to financing arrangements?

As of June 30, 2025, the filing shows $186.9 million related to convertible debt and embedded derivatives and $46.7 million for royalty and production payment arrangements.
Lithium Americas

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