LITHIUM AMERICAS CORP.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

LITHIUM AMERICAS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if

other than the Registrant)

(Formerly 1397468 B.C. Ltd.)

WEDNESDAY, JUNE 11, 2025 at 9:00 A.M. PST

www.virtualshareholdermeeting.com/LAC2025

Letter to LAC Shareholders

April 30, 2025

Dear fellow Lithium Americas shareholders,

Fiscal year 2024 was literally groundbreaking for Lithium Americas. We accomplished significant strategic milestones that set the foundation for us to drive development at Thacker Pass. It was our first full year as a pure-play North American lithium company and we enhanced key partnerships to continue to build value.

Both the beginning and the end of the year represented significant inflection points for the company and Thacker Pass. In March 2024, we received a conditional commitment from the U.S. Department of Energy (“DOE”) for the largest Advanced Technology Vehicles Manufacturing (“ATVM”) loan for a critical mineral resource development project under the ATVM Loan Program. Following months of rigorous due diligence, Lithium Americas and the DOE closed the $2.26 billion loan (“DOE Loan”) in October 2024, for financing the construction of the Phase 1 processing facilities at Thacker Pass.

Throughout mid-2024, lithium prices declined with market sentiment and macroeconomic pressures affecting the battery value chain, which affected lithium equity markets. To avoid shareholder dilution, raise capital with a compelling transaction and strengthen an already strong relationship with General Motors Holdings LLC (“GM”), we announced a joint venture with GM for Thacker Pass in October 2024 (the "Joint Venture"). GM’s combined $625 million of cash and letters of credit to acquire 38% of Thacker Pass increased their total investment at the Lithium Americas corporate and Thacker Pass project levels to a combined $945 million. This is the largest investment publicly disclosed to date by a U.S. OEM (original equipment manufacturer) in a lithium carbonate project and highlights the strategic importance of Thacker Pass in creating a domestic supply chain. GM has been and continues to be an excellent partner, strategic investor and long-term offtake customer.

Throughout 2024, we worked to put in place the final pieces of the project financing, including a $275 million equity raise. We also prepared for the ramp-up to major construction, including increasing our focus on safety with additional initiatives, training and management systems. We added key roles throughout the organization to build our owners’ team and a team focused on preparing for operational readiness.

We started 2025 on a strong positive note. In January, we announced a substantial mineral estimate update for Thacker Pass, now the largest measured lithium reserve and resource in the world. The result of the updated Technical Report indicates a multigenerational opportunity, which has the potential to create of thousands of American jobs while helping the U.S. regain independence in its future critical mineral needs.

In March 2025, Orion Resource Partners LP (“Orion”), a leading global investment firm dedicated to metals and materials, committed to a $250 million strategic investment that enabled Lithium Americas to satisfy all remaining equity capital fundraising requirements from both the DOE and GM.

On April 1, 2025, together with our partners – the U.S. DOE, GM and Orion, we achieved fully funded status at both the corporate and project level for the duration of construction and declared the financial investment decision (“FID”) for Phase 1 of Thacker Pass. Our ability to achieve our financial goals against a challenging macroeconomic market is a testament to the resilience and dedication of the Lithium Americas team and the unwavering support of our strategic partners.

We ended 2024 with a strong cash position of approximately $594 million and have since received in 2025 additional cash of $220 million on closing Orion’s initial strategic investment and $100 million from GM on declaring FID. This positions us well as we advance to major construction with first concrete pour of the processing plant pad scheduled for May 2025 and first steel installation scheduled for September 2025. We have completed over 55% of detailed engineering and look to increase that to approximately 90% by year-end 2025. This high level of detailed engineering helps de-risk the project in terms of project schedule and cost. We expect to achieve first draw on the DOE Loan in the third quarter of 2025 and currently are targeting mechanical completion in late 2027.

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On behalf of everyone at Lithium Americas, thank you for your continued support as we build Thacker Pass to help secure America’s energy future.

Sincerely,

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Notice of 2025 Annual and Special

Meeting of Shareholders

Dear Shareholders:

The Board of Directors (the “Board”) of Lithium Americas Corp. (the “Company” or “LAC”) invites you to attend the 2025 Annual and Special Meeting of holders (“Shareholders”) of common shares (“Shares”) of the Company (the “Annual Meeting”) on Wednesday, June 11, 2025 at 9:00 a.m. Pacific Time on Broadridge’s virtual meeting platform: www.virtualshareholdermeeting.com/LAC2025. The virtual meeting platform allows all of our Shareholders to attend.

The Annual Meeting is being held for the following purposes:

•

To receive the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the auditor’s report thereon;

•

To fix the number of directors at eight (8);

•

To elect the eight (8) Board-recommended director nominees named in this Proxy Statement to serve for the ensuing year;

•

To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), as the Company’s independent registered public accounting firm for the ensuing year and authorize the Board to fix their remuneration;

•

To approve the Amended and Restated Lithium Americas Corp. Equity Incentive Plan (the “A&R Plan”); and

•

To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements thereof.

All shareholders of record (the “Shareholders”) at the close of business on April 15, 2025 (the “Record Date”), will be entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Your votes are important to us. We encourage you to read the Annual Meeting materials in advance to allow for meaningful participation in the voting process and we encourage you to vote your proxy in advance of the Annual Meeting. To ensure your vote is counted, you are requested to vote your shares promptly. Voting by the internet or telephone is fast and convenient, and your vote is immediately tabulated. In addition, by using the internet or telephone, you help reduce the Company’s postage and proxy tabulation costs.

We are electronically disseminating Annual Meeting materials to Shareholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission (the “SEC”). Shareholders to whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if desired. If you are present at the Annual Meeting, you may vote online even if you already voted your proxy by the internet, telephone, or mail.

The Proxy Materials for the Annual Meeting and the 2024 Annual Report on Form 10-K for the Year Ended December 31, 2024 are available at www.proxyvote.com.

If you have any questions relating to the attached document or with the completion and delivery of your proxy, please contact Morrow Sodali (Canada) Ltd., the proxy solicitation agent, by telephone at 1.888.444.0623 (North American Toll Free); or 1.289.695.3075 (Collect Outside North America); or by email at assistance.investor@sodali.com.

Thank you for your continued investment in Lithium Americas Corp.

By Order of the LAC Board of Directors,

Kelvin Dushnisky

Executive Chair

April 30, 2025

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