LITHIUM AMERICAS CORP.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
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.
Sep 30, 2025 · Filed Nov 13, 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 2025-06-30; 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 RECONCILIATIONCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001193125-25-278738
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCOMPANY BACKGROUNDQ3 2025 PROJECT AND CONSTRUCTION HIGHLIGHTSQ3 2025 AND SUBSEQUENT TO Q3 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 125 previous paragraphs and 135 current paragraphs.
63 unchanged; 40 reworded; 31 added; 18 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 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 (31)
Current report
On site at Thacker Pass, the first steel columns have been installed, and permanent plant roads and entrances, as well as laydown yards to store long-lead equipment have been completed.
Current report
The fabrication yard in Winnemucca has received steel for pre-assembled pipe-rack sections.
Current report
Major long-lead equipment and a substantial amount of other equipment and construction materials are expected to be delivered to either Thacker Pass or the fabrication yard in Winnemucca throughout the first quarter of 2026. Most of this equipment and construction material is sourced from Canada, China, India, UAE, Turkey and the European Union, and may be subject to tariffs. The Company has been working toward limiting the effect of any potential tariffs on our construction supply chain, with approximately 75% of the total capital project cost structure related to labor, contractors and other services not expected to be directly affected by any potential tariffs.
Current report
As of September 30, 2025, there were approximately 550 manual craft and 150 additional site workers, for a total of approximately 700 personnel on site. This is expected to increase to approximately 1,000 site personnel by the end of 2025 and approximately 1,800 at peak construction. Placement of housing modules at the Company’s all-inclusive housing facility for construction workers in Winnemucca (the “Workforce Hub” or “WFH”) is complete and the occupancy permit was received for the first phase. The first residents took occupancy in late September 2025.
Current report
On October 1, 2025, the Company completed the at-the-market equity program established on May 15, 2025 (the “May 2025 ATM Program”). The Company sold an aggregate total of 26.922 million common shares pursuant to the May 2025 ATM Program.
Current report
During Q3 2025, the Company sold and issued 18.905 million common shares at an average price of $3.10 per share pursuant to the May 2025 ATM Program, for aggregate net proceeds of $57.5 million after sales agent’s commission and other expenses.
Current report
On October 7, 2025, the Company and the DOE entered into an omnibus waiver, consent and amendment (the “OWCA”) for certain amendments to the Company’s previously announced U.S. Department of Energy (the “DOE”) Loans Program Office (“LPO”) under the Advanced Technology Vehicles Manufacturing (“ATVM”).
Current report
The expected total loan amount decreased to $2.23 billion (the “DOE Loan”) due to estimated capitalized interest during construction decreasing to $256 million, while the DOE Loan principal remained the same at $1.97 billion. The interest rate that will be applied to amounts drawn under the DOE Loan remains unchanged at the applicable long-dated U.S. Treasury rate from the date of each draw with 0% spread. The DOE Loan tenor is approximately 23 years from date of First Draw.
Current report
The DOE has agreed to defer $184 million of scheduled debt service obligations under the DOE Loan which were to occur in the first five years of loan repayment, with the total deferred balance reallocated across the remaining payment periods to maturity.
Current report
Within 60 days of execution of the OWCA, the Company will issue to the DOE: (a) warrants to purchase common shares of the Company for a 5% equity stake in the Company at an exercise price of $0.01 per share (the “LAC Warrants”) and (b) warrants to purchase a non-voting, non-transferable equity interest of the JV for a 5% economic stake in the JV (the “JV Units”) at an exercise price of $0.01 per unit (the “JV Warrants”). The LAC Warrants, the JV Warrants and the JV Units remain subject to customary conditions to be finalized through definitive documents and corporate approvals.
Current report
The Company will contribute an additional $120 million to DOE Loan reserve accounts, to be funded within 12 months of the OWCA.
Current report
In addition, the Company and General Motors Holding LLC (“GM”), the Company’s joint venture (the “JV”) partner in Thacker Pass, entered into an amendment to GM’s lithium offtake agreement to provide additional support to the Project. The amendment permits the JV to enter into additional third-party offtake agreements for certain remaining production volumes not forecasted to be purchased by GM for the first five years of Phase 1.
Current report
The October 2025 ATM Program was completed on October 14, 2025. The Company issued and sold an aggregate total 30.525 million common shares at an average price of $8.19 per share pursuant to the October 2025 ATM Program, for aggregate net proceeds of $246.4 million after sales agent’s commission and other expenses.
Current report
On October 10, 2025 and October 28, 2025, fund entities managed by Orion Resource Partners LP (collectively “Orion”), the holder of $195 million unsecured convertible notes (the “Notes”) issued on April 1, 2025, elected to convert a total of $97.5 million in accordance with the terms of the Notes. As a result, the Company issued an aggregate total of 25.79 million common shares of the Company to Orion. Following the conversions, total future interest payable under the Notes has been reduced pro rata.
Current report
On October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan.
Current report
On October 7, 2025, the Company and the DOE entered into an OWCA for certain amendments to the DOE Loan. The DOE has agreed to defer $184 million of scheduled debt service obligations under the DOE Loan from the first five years of loan repayment to the remaining years of loan maturity. Within 60 days of execution of the OWCA, the DOE will receive: (a) a 5% equity stake in the Company through warrants to purchase common shares of the Company at an exercise price of $0.01 per share (the “LAC Warrants”) and (b) a 5% economic stake in the JV through warrants to purchase a non-voting, non-transferable equity interest of the JV (the “JV Units”) at an exercise price of $0.01 per unit (the “JV Warrants”). The LAC Warrants, the JV Warrants and the JV Units remain subject to customary conditions to be finalized through definitive documents and corporate approvals. In addition, the Company will contribute an additional $120 million to DOE Loan reserve accounts, to be funded within 12 months of the OWCA.
Current report
The expected total loan amount decreased to $2.23 billion due to estimated capitalized interest during construction decreasing to $256 million, due to a lower projected interest rate of 5.0%. The DOE Loan principal remained the same at $1.97 billion. The interest rate that will be applied to amounts drawn under the DOE Loan remains unchanged at the applicable long-dated U.S. Treasury rate from the date of each draw with 0% spread. The DOE Loan tenor remains approximately 23 years from date of First Draw.
Current report
The Company intends to rely upon the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange.
Current report
On October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan.
Current report
On October 7, 2025, in connection with the entry into the OWCA, the Company and GM agreed to amend the Offtake Agreement as follows: (i) the delivery dates for the “Annual Purchase Forecast” and “Annual Production Forecast” will be accelerated by two months; (ii) the forecast period for the first five years of phase one will be extended from two years to three years, with the second and third years remaining non-binding; (iii) the LAC-GM Joint Venture will be required to prioritize GM’s volume requirements; (iv) for the first five years of phase one, the LAC-GM Joint Venture may enter into firm volume commitments with third parties, subject to a cap based on the difference between the Annual Production Forecast and GM’s Annual Purchase Forecast, and the cap will be 100% of the difference in the first year, 80% in the second year, and 60% in the third year, (v) GM’s Annual Purchase Forecast will be capped at 20% year-over-year growth during the aforementioned period; (vi) after the first five years, (x) the forecast period will revert to two years, with the second year being non-binding and will include no cap on GM’s Annual Purchase Forecast, and (y) third-party commitments will be capped at 100% of the difference between forecasts in the first year and 50% in the second year of such forecasts; and (viii) if GM relinquishes volumes in non-binding forecast periods but later demonstrates a need for those volumes and incurs higher costs as a result of third-party purchases, GM will be entitled to a “profit true-up” equal to the volume procured multiplied by the difference between the third-party pricing and the implied JV pricing.
Current report
In the event that the DOE exercises the JV Warrants in full, the JV economic interests will (prior to funding of the additional $120 million reserve accounts discussed above) be 59% held by Lithium Americas, which will continue to be the manager of the Project, 36% by GM and 5% by the DOE, with voting interest in the JV remaining 62% for Lithium Americas and 38% for GM. GM will have a call right to purchase, or cause the JV to purchase, the JV Warrants or, if the JV Warrants have been exercised by the DOE, the DOE’s JV Units (the “Call Right”) following Thacker Pass achieving substantial completion if a price can be agreed upon between GM and the DOE at the time of the Call Right. If GM and the DOE cannot agree on the price to exercise the Call Right, the JV Warrants or the DOE’s JV Units, as applicable, will be exchanged for common equity in the Company pursuant to a conversion ratio agreed upon by the DOE, GM and the Company, (the “LAC Warrant Conversion Rate”). The DOE will have a put right to cause GM to elect to either (i) purchase, or cause the JV to purchase, the DOE’s JV Warrants or DOE’s JV Units, as applicable at fair market value or (ii) cause the DOE’s JV Warrants or DOE’s JV Units, as applicable, to convert to shares of common equity in the Company at the then applicable LAC Warrant Conversion Rate. The DOE will also be granted the right to have an appointed representative as an observer at the JV Board meetings for so long as the DOE holds JV Warrants, or JV Units.
Current report
On October 10, 2025 and October 28, 2025, Orion elected to convert a total of $97.5 million in accordance with the terms of the Notes. As a result, the Company issued an aggregate total of 25.79 million common shares of the Company to Orion. Following the conversions, total future interest payable under the Notes has been reduced pro rata.
Current report
In YTD Q3 2025, total assets increased due mainly to a $641.6 million increase in Mineral properties, plant and equipment (“MPP”) offset by a $208.6 million decrease in cash. MPP increased due mainly to continued development of Thacker Pass, including costs associated with completion of the first phase of the WFH, engineering, procurement of raw materials, payments towards long-lead equipment as well as continued on-site construction works. In addition, certain interest costs related to Thacker Pass, including interest associated with the Orion Investment, were capitalized in the period. Construction activity and costs have accelerated since the closing of the DOE Loan in October 2024, the creation of the JV in December 2024 and achieving FID for Thacker Pass Phase 1 on April 1, 2025.
Current report
Total liabilities increased by $455.7 million due mainly to the Orion Investment, which closed April 1, 2025, resulting in recognition of the Notes, the Embedded Derivative and the PPA, representing an additional $414.6 million of total long-term liabilities at September 30, 2025. In addition, accounts payable increased by $46.3 million as a result of a change in timing of payments as compared to December 31, 2024.
Current report
The following equity offerings presented a significant source of liquidity for the Company:
Current report
During YTD Q3 2025, the Company entered into the May 2025 ATM Program, under which the Company sold 22.266 million common shares at an average price of $3.05 per share for net proceeds of $66.1 million after sales agents commission and other expenses. The May 2025 ATM Program completed on October 1, 2025, with an additional 4.656 million common shares issued at an average price of $6.90 per share for net proceeds of $31.7 million.
Current report
On October 8, 2025, the Company entered into the October 2025 ATM Program, under which the Company sold 30.525 million common shares at an average price of $8.19 per share for net proceeds of $246.4 million after sales agent’s commission and other expenses.
Current report
Cash used in operating activities during YTD Q3 2025 was $47.1 million, an increase of $42.4 million from YTD Q3 2024, primarily due to changes in working capital (non-GAAP) and increases in general and administrative expenses and transaction costs.
Removed paragraphs (18)
Previous report
On April 1, 2025, the JV Partners announced the final investment decision (“FID”) for construction of Phase 1 of Thacker Pass.
Previous report
Project engineering and procurement continue materially in line with the Project schedule to support construction.
Previous report
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.
Previous report
Manufacturing of long-lead equipment continues to advance with expected delivery in line with the Project schedule.
Previous 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:
Previous 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.
Previous report
Structural excavation was underway to support the buildout of facilities and structural elements such as pipe racks.
Previous report
Foundation preparation and rebar for concrete for the processing plant facilities continued to progress.
Previous report
Construction of permanent roads and entrances to the processing plant facilities were underway.
Previous report
Worker break tents were nearing completion.
Previous report
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 report
On declaring FID, GM and the Company contributed $100 million and $191.6 million in cash to the JV, respectively.
Previous report
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 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.
Previous report
The Company currently expects to make the first draw on the DOE Loan sometime in H2 2025, subject to meeting certain conditions precedent.
Previous report
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 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.
Previous report
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).
Reworded paragraphs (40)
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 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.
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 nine months ended September 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 condensed 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 condensed consolidated financial statements and the notes thereto included in this Form 10-Q.
Previous wording
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.
Current wording
The condensed 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 the 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.
Previous 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.
Current wording
The Company’s fiscal year is the 12-month period ending December 31. All references to “Q3 2025” and “Q3 2024” are to the fiscal quarters for the three-month periods ended September 30, 2025 and September 30, 2024 respectively. All references to “YTD Q3 2025” and “YTD Q3 2024” are to the nine-month periods ended September 30, 2025 and September 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, 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 condensed consolidated financial statements of the Company.
Previous 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.
Current wording
During the quarter ended September 30, 2025, $145.9 million of construction capital costs and other project-related costs were capitalized. As of September 30, 2025, a total of $720.0 million of construction capital costs and other project-related costs have been capitalized.
Previous wording
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 wording
The Company continues to progress major construction at Thacker Pass. Mechanical completion of the Phase 1 processing plant is targeted for late 2027.
Previous 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.
Current wording
Engineering design surpassed 80% design complete as of September 30, 2025, and is expected to surpass 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
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 wording
The Company has entered into certain 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. As of September 30, 2025, approximately $430 million has been committed.
Previous wording
As of June 30, 2025, the Company had $509.1 million in cash and restricted cash.
Current wording
As of September 30, 2025, the Company had $385.6 million in cash and restricted cash.
Previous wording
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 wording
Subsequent to September 30, 2025, the Company sold and issued 4.656 million common shares at an average price of $6.90 per share pursuant to the May 2025 ATM Program, for aggregate net proceeds of $31.7 million after sales agent’s commission and other expenses.
Previous wording
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 wording
On October 8, 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 $250 million (the “October 2025 ATM Program”). Use of net proceeds for the October 2025 ATM Program includes general corporate purposes, which may include funding a portion of the $120 million reserve account required by the DOE Loan, funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.
Previous 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.
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 ATVM Loan Program, for financing the construction of Phase 1 processing facilities at Thacker Pass. The $2.26 billion DOE Loan included principal of $1.97 billion and capitalized interest during construction, which was estimated to be $290 million over a three-year period. The DOE Loan tenor is approximately 23 years from date of first draw 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.
Previous wording
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.
Current wording
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 on December 20, 2024 to accommodate changes relating to the JV Transaction.
Previous wording
Lithium Americas has a 62% interest in Thacker Pass and will manage the Project on behalf of the JV Partners.
Current wording
Lithium Americas has a 62% interest in Thacker Pass and manages the Project on behalf of the JV Partners.
Previous wording
Lithium Americas has contributed nearly $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 Thacker Pass:
Previous 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.
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, will be withdrawn once replaced with cash that is generated by Thacker Pass.
Previous 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”).
Current wording
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”).
Previous wording
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 wording
Orion 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 of Notes within two years (the "Delayed Draw Notes"), subject to the satisfaction of certain conditions precedent, upon request by the Company.
Previous wording
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.
Current wording
Lithium Americas has granted Orion the right to designate an Independent Engineer and an Independent Environmental and Social Consultant to a technical committee of the Company’s management team to monitor development.
Previous wording
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 wording
General and administrative expenses for YTD Q3 2025 increased to $24.1 million (YTD Q3 2024 - $18.2 million), due mainly to increased hiring, professional fees and office and administration fees to support increased activities related to ongoing construction at Thacker Pass and increased reporting obligations associated with the DOE Loan and formation of the JV.
Previous wording
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 wording
Transaction costs for YTD Q3 2025 increased to $18.3 million (YTD Q3 2024 - $8.2 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 Q3 2024 primarily related to negotiating and advancing towards closing the DOE Loan.
Previous wording
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 wording
The loss on financial instruments measured at fair value is comprised of changes in the fair value of the embedded derivative associated with the Notes (the “Embedded Derivative”) and the Company’s investments in GT1 and Ascend Elements. As the Notes include a potential partial cash settlement feature, the Company recognized the Embedded Derivative, which is measured at fair value at each balance sheet date. A loss on change in the fair value of the Embedded Derivative of $187.1 million was recognized for the period from the April 1, 2025 inception date to September 30, 2025. This non-cash loss represents the movement in the fair value of the Embedded Derivative and primarily reflects the impact of the increase in the Company’s share price from $2.76 on April 1, 2025 to $5.71 at September 30, 2025. For the GT1 investment, a loss on change in fair value of $0.2 million for YTD Q3 2025 (YTD Q3 2024 - loss of $1.8 million) was recognized, reflecting the publicly-listed share price of GT1 at these respective dates. For the Ascend Elements investment, a gain on change in fair value of $1.4 million for YTD Q3 2025 (YTD Q3 2024 - loss of $4.1 million), was recognized, reflecting the increase in share prices of public companies in the same sector as Ascend Elements during Q3 2025.
Previous wording
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 wording
Other income of $4.3 million for YTD Q3 2025 decreased when compared with $11.0 million for YTD Q3 2024, which was due mainly to higher balances invested in interest generating investments in YTD Q3 2024 compared with YTD Q3 2025.
Previous 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.
Current wording
General and administrative expenses for Q3 2025 increased to $9.7 million (Q3 2024 - $6.0 million), due mainly to increased hiring, professional fees, office and administration fees, and investor and public relations fees, to support increased activities related to ongoing construction at Thacker Pass and increased reporting obligations associated with the DOE Loan and formation of the JV.
Previous 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.
Current wording
Transaction costs for Q3 2025 decreased to $0.6 million (Q3 2024 - $6.1 million). Transaction costs in Q3 2024 primarily related to negotiating and advancing towards closing the DOE Loan.
Previous 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.
Current wording
The loss on financial instruments measured at fair value includes changes in the fair value of the Embedded Derivative and the Company’s investments in GT1 and Ascend Elements. The loss on change in the fair value of the Embedded Derivative of $193.8 million was recognized for Q3 2025. This non-cash loss represents the movement in the fair value of the Embedded Derivative and primarily reflects the impact of the increase in the Company’s share price from $2.68 at June 30, 2025 to $5.71 at September 30, 2025. For the GT1 investment, a gain on change in fair value of $0.1 million for Q3 2025 (Q3 2024 - gain of $0.1 million) was recognized. For the Ascend Elements investment, a gain on change in fair value of $3.3 million for Q3 2025 (Q3 2024 - loss of $1.6 million) was recognized, reflecting the increase in share prices of public companies in the same sector as Ascend Elements during Q3 2025.
Previous 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.
Current wording
Other income of $1.6 million for Q3 2025 decreased compared with $5.0 million for Q3 2024, which was due mainly to higher balances invested in interest generating investments in Q3 2024 compared with Q3 2025.
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 fluctuations.
Current wording
The Company believes that it will have sufficient available liquidity to carry out its business plans, including the currently planned development activities at Thacker Pass, for at least the next 12 months. Liquidity includes cash and available borrowing capacity under the DOE Loan. 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 below; 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
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).
Current wording
At September 30, 2025, the Company had cash and restricted cash of $385.6 million (December 31, 2024 - $594.2 million) and working capital (non-GAAP) of $285.6 million (December 31, 2024 - $543.9 million). The Company has the following sources of liquidity or capital resources. These transactions are described above in sections Q3 2025 and subsequent to Q3 2025 Financial and Corporate Highlights and Material Relationships and Related Agreements.
Previous 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.
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. On October 15, 2025 and October 28, 2025, Orion exercised its option to convert a portion of the principal of this debt into equity of the Company which will result in lower cash outflows for principal and interest.
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, as described above in the section “Material Relationships and Related Agreements”.
Current 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. On October 7, 2025, agreements under the ATVM Loan Program were modified and the total DOE Loan amount decreased to $2.23 billion. On October 20, 2025, the Company received its first drawdown of $435 million from the DOE Loan.
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, 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.
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. At September 30, 2025, GM contributed $430 million cash and released the $195 million LC Facility.
Previous 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).
Current wording
At September 30, 2025, the Company's net assets of $896 million included $1,107 million held in the JV (inclusive of GM's non-controlling interest), of which $686 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
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.
Current wording
Cash used in investing activities during YTD Q3 2025 was $525.7 million, an increase of $41.4 million from YTD Q3 2024, primarily reflecting the 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
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 wording
Cash provided by financing activities during YTD Q3 2025 was $364.2 million, an increase of $102.1 million from YTD Q3 2024. During YTD Q3 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 $66.1 million in net proceeds from the May 2025 ATM Program, partially offset by principal payments for finance lease obligations and deferred financing fees. During YTD Q3 2024, the majority of cash provided by financing activities related to the proceeds from the Offering.
Previous 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.
Current wording
The Company’s contractual obligations, commitments under long-term purchase agreements and other commitments as at September 30, 2025 are disclosed in Notes 5, 7 and 14 to the condensed consolidated interim financial statements for the nine months ended September 30, 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 six months ended June 30, 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 nine months ended September 30, 2025.
Previous wording
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.
Current wording
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 condensed consolidated financial statements.
Previous wording
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 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.
Current wording
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-GAAP measure is 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.
Previous wording
“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.
Current wording
“Working capital” is the difference between current assets and current liabilities. It is a financial measure that has been derived from the Company’s condensed 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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. Other key terms include customary covenants and events of default for a project finance loan facility.
Rearranged previous paragraphs (4)
Previous report — wording carried 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.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.