LITHIUM AMERICAS CORP.

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 March 31, 2025, the Company had cash and restricted cash of $446.9 million (December 31, 2024 - $594.2 million); and working capital (non-GAAP) of $405.9 million (December 31, 2024 - $543.9 million).

On April 1, 2025, the Company closed a strategic investment by Orion for $195 million in Notes and $25 million for a PPA. 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. The $2.26 billion DOE Loan, with a 24-year maturity, includes principal of $1.97 billion and capitalized interest during construction of $290 million, 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.

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 delivers $625 million of cash and letters of credit from GM to Thacker Pass. Under the terms of the Investment Agreement, the Company and GM terminated the Tranche 2 subscription agreement and GM acquired a 38% asset-level ownership stake in Thacker Pass. Upon closing of the JV on December 20, 2024, GM contributed cash of $330 million to the JV and also entered into an additional 20-year offtake agreement for up to 38% of Phase 2 production volumes while retaining its existing right of first offer on the remaining Phase 2 production volumes.

On April 22, 2024, the Company completed 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 March 31, 2025, the Company's net assets of $935 million included $815 million held in the JV (inclusive of GM's non-controlling interest), of which $485 million were held by 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 fluctuation.

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 that are variable based on time and materials. There were no commitments under these agreements at March 31, 2025.

The Company’s contractual obligations, commitments under long-term purchase agreements and other commitments as at March 31, 2025 are disclosed in Notes 7, 8 and 14 of the condensed consolidated interim financial statements for the three months ended March 31, 2025.

Cash Flow

Operating Activities

Cash used in operating activities during the three months ended March 31, 2025 increased to $18.9 million compared with $2.2 million during the three months ended March 31, 2024, which is primarily attributable to changes in working capital (non-GAAP).

Investing Activities

Cash used in investing activities for the three months ended March 31, 2025, was $117.9 million compared with $46.1 million for the three months ended March 31, 2024, which reflects a higher level of construction activity at Thacker Pass in Q1 2025 compared with Q1 2024. Construction activity increased at Thacker Pass subsequent to the closing of the DOE Loan and JV.

Financing Activities

Cash used in financing activities for the three months ended March 31, 2025 increased to $10.5 million compared with $nil for the three months ended March 31, 2024, reflecting financing fees of $9.3 million relating to the DOE Loan, which were deferred commencing on October 28, 2024, the date that the DOE Loan was closed. The remaining $1.2 million increase was due to an increase in principal payments on finance lease obligations for equipment used for earthworks.

OFF-BALANCE SHEET ARRANGEMENTS

As at March 31, 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.