LITHIUM AMERICAS CORP.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
LAC$1.93+4.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0000950170-25-071963
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCOMPANY BACKGROUNDQ1 2025 OPERATING AND FINANCIAL HIGHLIGHTSRESULTS OF OPERATIONSLIQUIDITY AND CAPITAL RESOURCESDECOMMISSIONING PROVISION AND RECLAMATION BONDCRITICAL ACCOUNTING ESTIMATESUSE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-108408
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCOMPANY BACKGROUNDQ2 2025 PROJECT AND CONSTRUCTION HIGHLIGHTSQ2 2025 FINANCIAL AND CORPORATE HIGHLIGHTSRESULTS OF OPERATIONSLIQUIDITY AND CAPITAL RESOURCESDECOMMISSIONING PROVISION AND RECLAMATION BONDCRITICAL ACCOUNTING ESTIMATESUSE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 94 previous paragraphs and 125 current paragraphs.
45 unchanged; 42 reworded; 30 added; 5 removed; 2 previous and 8 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
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.
Current report
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:
Current report
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.
Current report
Structural excavation was underway to support the buildout of facilities and structural elements such as pipe racks.
Current report
Foundation preparation and rebar for concrete for the processing plant facilities continued to progress.
Current report
Construction of permanent roads and entrances to the processing plant facilities were underway.
Current report
Worker break tents were nearing completion.
Current report
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.
Current report
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.
Current report
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.
Current report
$195 million LC Facility has been released by GM to the Company on August 5, 2025.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Accounting for Convertible Debt and Embedded Derivative
Current report
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.
Current report
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.
Removed paragraphs (5)
Previous report
Major construction has begun at Thacker Pass, with earthworks almost complete and permanent concrete placement in the processing plant area commenced in early May 2025.
Previous report
The Company recently submitted a Plan of Operations to the Bureau of Land Management (“BLM”) to build a limestone quarry named Western Quarry, approximately one hour drive from Thacker Pass via national and state highways. Western Quarry is being planned as a source of local, lower cost limestone, a reagent used in the Thacker Pass processing flowsheet to produce battery-quality lithium carbonate.
Previous report
$195 million LC Facility to be posted by GM prior to first draw on the DOE Loan.
Previous report
In Q1 2025, total liabilities decreased primarily due to the payment of accrued liabilities at December 31, 2024.
Previous report
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.
Reworded paragraphs (42)
Previous wording
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 months ended March 31, 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.
Current wording
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.
Previous wording
The Company’s fiscal year is the 12-month period ending December 31. All references to “Q1 2025” and “Q1 2024” are to the fiscal quarters for the three-month periods ended March 31, 2025 and March 31, 2024 respectively. Amounts stated in this MD&A are in United States dollars, unless otherwise indicated.
Current wording
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.
Previous wording
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 (the “Manager”), and GM owns a 38% interest in Thacker Pass. The JV is consolidated in the consolidated financial statements of the Company.
Current wording
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.
Previous wording
Contemporaneously with closing the Orion Investment on April 1, 2025, the JV Partners announced the final investment decision (“FID”) for construction of Phase 1 of Thacker Pass. On declaring FID, GM and Lithium Americas contributed $100 million and $191.6 million in cash to the JV, respectively.
Current wording
On April 1, 2025, the JV Partners announced the final investment decision (“FID”) for construction of Phase 1 of Thacker Pass.
Previous wording
During the quarter ended March 31, 2025, $78.2 million of construction capital costs and other project-related costs were capitalized.
Current wording
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.
Previous wording
Completion of Phase 1 of Thacker Pass is targeted for late 2027. Project engineering and procurement continue in line with the project schedule to support construction.
Current wording
Project engineering and procurement continue materially in line with the Project schedule to support construction.
Previous wording
As of March 31, 2025, detailed engineering is currently over 60% 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 de-risks execution in terms of project schedule and cost.
Current wording
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.
Previous wording
Manufacturing of all long-lead equipment awarded continues to advance with expected delivery in line with the project schedule.
Current wording
Manufacturing of long-lead equipment continues to advance with expected delivery in line with the Project schedule.
Previous wording
During Q1 2025, the first modular housing units were installed at the workforce hub, the Company’s all-inclusive housing facility for construction workers in Winnemucca (the “Workforce Hub” or “WFH”). First occupancy of the Workforce Hub is targeted for the second half of 2025.
Current wording
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.
Previous wording
As of March 31, 2025, the Company had approximately $446.9 million in cash and restricted cash.
Current wording
As of June 30, 2025, the Company had $509.1 million in cash and restricted cash.
Previous wording
Subsequent to Q1 2025 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 (“Orion Investment”), previously announced on March 6, 2025. Orion has purchased Notes in the aggregate principal amount of $195 million and paid the Company $25 million for a Production Payment Agreement (“PPA”) for payments corresponding to the minerals produced and gross revenue generated by Thacker Pass. Orion also committed to purchase an additional $30 million in aggregate principal amount Notes within two years (the “Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company.
Current wording
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”).
Previous wording
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 third quarter of 2025 (“Q3 2025”).
Current wording
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”).
Previous wording
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.
Current wording
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.
Previous wording
On October 28, 2024, the Company closed the $2.26 billion DOE Loan from the U.S. DOE Loan Programs Office (“LPO”) 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. 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.
Current wording
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.
Previous wording
The Company currently expects to make the first draw on the DOE Loan sometime in Q3 2025. Conditions precedent to first draw include project finance model bring down.
Current wording
The Company currently expects to make the first draw on the DOE Loan sometime in H2 2025, subject to meeting certain conditions precedent.
Previous wording
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 distributed to the Company on October 3, 2023, pursuant to the Arrangement.
Current wording
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.
Previous wording
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 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:
Current wording
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:
Previous wording
Lithium Americas has a 62% interest in Thacker Pass and will manage the Project (the “Manager”) on behalf of the JV Partners.
Current wording
Lithium Americas has a 62% interest in Thacker Pass and will manage the Project on behalf of the JV Partners.
Previous wording
Lithium Americas has contributed $330 million of cash to the JV for its 62% ownership in the Project:
Current wording
Lithium Americas has contributed nearly $330 million of cash to the JV for its 62% ownership in the Project:
Previous wording
The LC Facility provided by GM to the JV as part of its consideration for its equity interest will have no interest and a maturity consistent with DOE Loan requirement that will be withdrawn once replaced with cash that is generated by Thacker Pass.
Current wording
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.
Previous wording
A Board of Directors was established at the JV level to oversee the JV and approve the Project’s budgets and business plans, and implement policies to align with GM’s vendor requirements, including GM’s Human Rights Policy.
Current wording
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.
Previous wording
As part of the Investment 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 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.
Current wording
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 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.
Previous wording
The following tables provide a summary of the Company’s condensed consolidated results of operations for the three months ended March 31, 2025 (“Q1 2025”) compared with the three months ended March 31, 2024 (“Q1 2024”).
Current wording
The following table provides a summary of the Company’s condensed consolidated results of operations for Q2 2025 compared with Q2 2024:
Previous wording
General and administrative expenses for Q1 2025 increased to $6.5 million, compared with $5.8 million in Q1 2024, due to higher professional fees in Q1 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.
Current wording
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.
Previous wording
Transaction costs for Q1 2025 increased to $4.3 million (Q1 2024 - $0.9 million) due to financing activities that concluded with the closing of the Orion Investment. Transaction costs in Q1 2024 primarily related to negotiating and advancing the DOE Loan.
Current wording
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.
Previous wording
The Loss on financial instruments measured at fair value includes the losses on the Company’s investments in GT1, Ascend Elements and, in Q1 2024, the GM Tranche 2 liability. The loss on change in fair value of the investment in GT1 of $0.2 million for Q1 2025 was lower than the loss of $1.3 million for Q1 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 Q1 2025 of $1.7 million compared with no change in Q1 2024, reflecting the overall downturn of the battery recycling market in late 2024 that continued into Q1 2025. The loss on change in fair value of the GM Tranche 2 liability of $0.2 million for Q1 2024 reflects the increase 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 GM Tranche 2 liability was terminated on October 15, 2024.
Current wording
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 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.
Previous wording
The difference between other income of $1.3 million for Q1 2025 compared with $1.9 million for Q1 2024 was primarily due to higher interest earned on cash investments in Q1 2024 compared with Q1 2025.
Current wording
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.
Previous wording
In Q1 2025, total assets decreased due to the payment of accrued liabilities at December 31, 2024 related to transaction costs, as well as cash used to fund operating costs in Q1 2025. Mineral properties, plant and equipment increased due to the capitalization of Thacker Pass construction costs, including engineering, earthworks, procurement and the commencement of installation of WFH units.
Current wording
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.
Previous wording
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).
Current wording
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).
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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).
Current wording
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).
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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).
Current wording
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).
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
The carrying value of the liability for decommissioning relating to exploration and development activities at Thacker Pass as at March 31, 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, with $13.7 million accepted and obligated for initial earth work construction.
Current wording
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.
Previous wording
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 three months ended March 31, 2025.
Current wording
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.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
On declaring FID, GM and the Company contributed $100 million and $191.6 million in cash to the JV, respectively.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
The following table provides a summary of the Company’s condensed consolidated results of operations for YTD Q2 2025 compared with YTD Q2 2024:
Current report — wording carried from elsewhere
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 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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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”.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Subsequent to Q1 2025 on April 1, 2025, the Company closed the previously announced 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”). With the Orion Investment, Lithium Americas has achieved fully funded status for the development of Phase 1 of Thacker Pass at the project and corporate level for the duration of construction.
Previous report — wording carried elsewhere
On October 3, 2023, pursuant to the Separation, the full amount of the remaining unspent proceeds of Tranche 1 Investment were included in the net assets distributed by Old LAC to the Company.