LITHIUM AMERICAS CORP.

March 31, 2025 and December 31, 2024 balances include restricted cash of $288.

Supplemental disclosure with respect to cash flows(Note 12)

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 8).

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. Information related to recent accounting pronouncements, which are not yet effective, is included in the summary of significant accounting policies note 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.

CASH

As at March 31, 2025, $nil ofcash was held in Canadian dollars (December 31, 2024 – $778), and $446,620 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.

INVESTMENTS MEAS URED AT FAIR VALUE

As at March 31, 2025 and December 31, 2024, the Company holds 13,301 common shares (representing approximately 3% of ownership), of Green Technology Metals Limited (“GT1”). During the three months ended March 31, 2025, and 2024, respectively, a loss on change in fair value of $221 (2024 - $1,324) was recognized in the condensed consolidated interim statements of loss.

As at March 31, 2025 and December 31, 2024, the Company holds 806 Series C-1 preferred shares of Ascend Elements, Inc. (“Ascend Elements”), a private U.S. based lithium-ion battery recycling and engineered material company. During the three months ended March 31, 2025, and 2024, respectively, a loss on change in fair value of $1,735 (2024 - $nil) was recognized in the condensed consolidated interim statements of loss.

MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

During the three months ended March 31, 2025, stock-based compensation related to restricted share units (“RSUs”) of $345 was capitalized to Thacker Pass (2024 - $546). During the three months ended March 31, 2025, stock-based compensation related to performance share units (“PSUs”) of $nil was capitalized to Thacker Pass (2024 - $60).

OTHER ASSETS

Operating lease right-of-use assets include office leases and a land lease associated with Thacker Pass.

ACCRUED LIABILITIES

Accrued liabilities are comprised of the following items:

LEASE LIABILITIES

Leases liabilities include the following:

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 joint venture 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 joint venture.

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 joint venture due to the relative decision-making power of the parties over the most significant activities of the joint venture. As a result, the Company has consolidated Lithium Nevada Ventures, the JV, in these condensed consolidated interim financial statements.

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

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 $332,730 and $452,293 at March 31, 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. On April 1, 2025, LAC and GM contributed $191,600 and $100,000, respectively, to the JV (Note 15).

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 March 31, 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 March 31, 2025 and December 31, 2024).

LOSSPER 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.

GENERAL AND ADMINISTRATIVE EXPENSES

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

The Company granted DSUs accrued at December 31, 2024 during the three months ended March 31, 2025, resulting in a charge to additional paid-in capital of $180.

TRANSACTION COSTS

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

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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 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 March 31, 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 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.

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.

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 March 31, 2025 and December 31, 2024, this includes the royalty obligation. At March 31, 2025, the carrying value of the royalty obligation was $20,825 and the estimated fair value was $16,248. At December 31, 2024, the carrying value of the royalty obligation was $20,715 and the estimated fair value was $15,563. The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 11.8% at March 31, 2025 (December 31, 2024 –12.3%).

During the three months ended March 31, 2024, a loss on change in fair value of $180 associated with a previous fair-valued liability was recognized in the condensed consolidated interim statements of loss. This liability was derecognized on October 15, 2024.

COMMI TMENTS

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 agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. There wereno commitments under these agreements at March 31, 2025.

Transload Terminal Services Agreement and U.S. Department of Defense Grant

Lithium Nevada LLC (“LN”) is party to a Transload Terminal Services Agreement (the “Terminal Agreement”) executed on October 28, 2024, to finance the construction of a railcar and truck terminal (the “Terminal”) in Winnemucca, Nevada. The initial term of the Terminal Agreement is 10 years with two automatic extensions of 5 years each. A third-party developer has agreed to fund approximately $95 million to finance the construction of the Terminal through a finance lease to the Company. Under the terms of the lease, the Company expects lease payments to be approximately $20.5 million per year for each of the first 10 years and $6.7 million per year for each of the second 10 years, with an early buyout option to purchase the Terminal. The total amount funded by the third-party developer and the amount of the future lease payments will be determined upon commencement of the lease at a future date. The arrangement is a build-to-suit arrangement and the Company has been involved in the design and construction of the Terminal prior to the anticipated lease commencement. Accordingly, the Company has dete rmined it controls the Terminal during the construction period and will record construction costs incurred during the construction period as a construction-in-process asset and a related financing obligation on the Company’s Consolidated Balance Sheets. At March 31, 2025, construction of the Terminal had not commenced. The Company’s interest in the Terminal Agree ment serves as collateral under the DOE Loan.

While not a commitment of the Company, on August 5, 2024, the Company received approval for a $11.8 million grant from the U.S. Department of Defense to support an upgrade of the local power infrastructure and to help build a transloading facility, which is part of the construction of the Terminal. The monies available under the grant will be available as costs are incurred.

SUBSEQUENT EVENTS

Orion Agreement and FID

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

Orion has purchased senior unsecured convertible notes in the aggregate and principal amount of $195 million (the “Notes”) and entered into a Production Payment Agreement (“PPA”) whereby Orion paid the Company $25 million in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass (together, the Notes and PPA represent an aggregate initial investment of $220 million). Orion has committed to purchase an additional $30 million in aggregate principal amount Notes withintwo years (the "Delayed Draw Notes"), subject to the satisfaction of certain conditions precedent, 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. The Company 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.

Contemporaneously with closing the strategic investment with Orion, LAC and GM announced FID for Thacker Pass Phase 1 and made cash contributions to Lithium Nevada Ventures of $191,600 and $100,000, respectively, pursuant to the GM Investment Agreement.