LITHIUM AMERICAS CORP.

September 30, 2025 and December 31, 2024 balances include restricted cash of $288.

Supplemental disclosure with respect to cash flows(Note 12)

BACKGROUND AND BASIS OF PRESENTATION

Background and Nature of Operations

Lithium Americas Corp., (the “Company” or “LAC”) is principally focused on development of Thacker Pass (“Thacker Pass”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The Company operates in one operating segment and one geographical area. The development of Thacker Pass is undertaken through a joint venture with General Motors Holdings LLC (“GM”) (Note 6).

The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.”

To date, the Company has not generated revenues from operations and has relied on debt and equity financing to fund operations. The underlying values of mineral properties, plant and equipment, including Thacker Pass, are dependent on the existence of economically recoverable reserves, maintaining title and beneficial interest in the properties, and the ability of the Company to draw upon debt financing arrangements and raise additional capital to complete development and to attain future profitable operations.

Basis of Presentation

The unaudited condensed consolidated interim financial statements (the “Interim Statements”) of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by US GAAP for complete financial statements. The Interim Statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows for the interim periods reported. The operating results for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full year. These Interim Statements are expressed in U.S. dollars (“USD”), the Company’s presentation and functional currency.

These Interim Statements should be read in conjunction with the annual consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 28, 2025 (the “Fiscal 2024 Annual Financial Statements”). These policies have been applied on a consistent basis for all periods, with the exception of new accounting policies for convertible debt and embedded derivatives described below. Information related to recent accounting pronouncements, which are not yet effective, is included in Note 2 to the Fiscal 2024 Annual Financial Statements.

These Interim Statements have been prepared on the assumption that the Company is a going concern and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the next 12 months.

Significant Accounting Policies

Convertible debt

The Company accounts for convertible debt as debt that, except for any bifurcated embedded derivative or equity components, is recorded at amortized cost unless a fair value election is applied. Interest related to the debt is capitalized where the proceeds are used to fund the development of qualifying assets. Initial proceeds received are allocated between the debt host and any embedded derivative and other instruments in the same transaction. Any resulting discount is accreted over the term of the debt instrument using the effective interest rate method. Where there is a feature in the convertible debt that meets the definition of a derivative and is required to be separated by US GAAP, the embedded feature is accounted for separately.

Embedded derivatives

Embedded derivatives that are not closely related and are required to be accounted for separately from the host contract are initially measured at fair value and subsequently re-measured at fair value at each balance sheet date, with changes in fair value recognized in the condensed consolidated statement of loss.

CASH

As at September 30, 2025, $1,320 ofcash was held in Canadian dollars (December 31, 2024 – $778), and $383,987 in U.S. dollars (December 31, 2024 – $593,107). The majority of the Company’s cash is available only for use in relation to Thacker Pass and is not available for general corporate purposes.

MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

1 At September 30, 2025, includes prepaid construction costs of $84,849 and deposits on long-lead equipment of $211,660, all related to Thacker Pass. In addition, amount includes capitalized amounts for deferred interest on the Notes of $9,748, discount amortization of $6,037 on the Notes and PPA and $3,122 of interest on other loans.

During the three and nine months ended September 30, 2025, stock-based compensation related to restricted share units (“RSUs”) of $365 and $991, respectively, was capitalized to Thacker Pass (2024 - $661 and $1,851). During the three and nine months ended September 30, 2024, stock-based compensation related to performance share units (“PSUs”) of $60 and $179, respectively, was capitalized to Thacker Pass.

ACCRUED LIABILITIES

Accrued liabilities are comprised of the following items:

LEASE LIABILITIES

Leases liabilities include the following:

JOINT VENTURE WITH GENERAL MOTORS

On October 15, 2024, the Company and GM entered into an investment agreement (“GM Investment Agreement”) to establish a joint venture (the “JV”) for the purpose of funding, developing, constructing and operating Thacker Pass as described in Note 4 to the Fiscal 2024 Annual Financial Statements. As of the closing of the JV on December 20, 2024, the Company owns a 62% majority equity interest in the JV and operates the JV through its majority voting rights and a management services agreement under which the Company provides executive level, administrative and other services to the JV. GM owns a 38% interest in the JV (Note 15).

On April 1, 2025, contemporaneously with the closing of the strategic investment with Orion Resource Partners LP (“Orion”) (Note 7), LAC and GM announced the final investment decision (“FID”) for Thacker Pass Phase 1 and made cash contributions to the JV of $191,600 and $100,000 (the “GM FID capital contribution”), respectively, pursuant to the GM Investment Agreement.

The Company has determined that the JV is a variable interest entity due to its reliance on additional financing to complete Phase 1 of the development of Thacker Pass. The Company has determined it is the primary beneficiary of the 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 LLC (“Lithium Nevada Ventures”), the JV, in these condensed consolidated interim financial statements.

The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of September 30, 2025 and December 31, 2024, are as follows:

The Company allocates income and net assets between the controlling and non-controlling interests based on a hypothetical liquidation at book value.

The assets of the JV, including cash of $218,016 and $452,293 at September 30, 2025 and December 31, 2024, respectively, can only be used to settle the obligations of the JV and are not available to the Company for general corporate purposes. On August 5, 2025, the $195,000 Letter of Credit (“LC Facility“) was released by GM to the Company. On October 7, 2025, the Company and GM entered into an amendment to GM’s Phase 1 lithium offtake agreement (Note 15).

The Company’s maximum exposure to loss includes (i) the carrying value of the Company’s interest as shown above; (ii) upon funding of the DOE Loan, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the $2.26 billion DOE loan ($nil outstanding at September 30, 2025 and December 31, 2024); and (iii) costs associated with the management services agreement and incentive compensation for personnel involved in the JV, to the extent such amounts cannot be supported by the operations of the JV (immaterial asat September 30, 2025 and December 31, 2024). On October 7, 2025, agreements under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program were modified and the total DOE Loan amount decreased to $2.23 billion; additionally, on October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan (Note 15).

CONVERTIBLE DEBT, ROYALTY AND PRODUCTION PAYMENT ARRANGEMENTS

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 (the “Orion Investment”).

At closing, Orion purchased senior unsecured convertible notes with an aggregate principal amount of $195,000 (the “Notes”) and entered into a Production Payment Agreement (“PPA”) whereby Orion paid the Company $25,000 in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass. Under the PPA, Orion is entitled to fixed and variable production payments with respect to the first 41,500 tonnes of lithium processed at Thacker Pass each year, subject to certain adjustments.

At closing, Orion paid $217,075 (an aggregate initial investment of $220,000 less an original issuance discount of $2,925). Orion has committed to purchase an additional $30,000 in aggregate principal amount of Notes withintwo years (the“Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company. As of September 30, 2025, the Company had not issued the Delayed Draw Notes.

On April 1, 2025, the Company allocated the proceeds of the Orion Investment as follows:

The following reconciliation includes initial recognition of the components of the Orion Investment and activity to September 30, 2025:

Convertible Debt

The Notes accrue interest payable quarterly in arrears at an annual rate of 9.875%. Interest is payable in cash or by inclusion of such interest in the principal amount at the option of the Company. The Notes are convertible at the option of the holder at any time into the Company’s common shares prior to the maturity at an initial conversion price of $3.78 per share, subject to certain adjustments.

The conversion of Notes is settleable in common shares, subject to a cap (the “Conversion Cap”). Any excess of convertible shares over the Conversion Cap is settleable in cash, subject to a beneficial ownership limitation applicable to the holder at the time of conversion. As a result of this potential partial cash settlement feature, the conversion feature is accounted for as an embedded derivative (the “Embedded Derivative”), measured at fair value with changes in fair value recorded in the condensed consolidated statements of loss.

Principal and deferred interest on the Notes are due at maturity on April 1, 2030, unless redeemed or converted earlier. After October 1, 2027, the Company has the right to redeem the Notes at its option, subject to certain conditions.

The Company incurred transaction costs of $9,700 in connection with the closing of the Orion Investment. Total transaction costs were allocated on the same basis as the proceeds, including $4,274 to the Notes, $1,047 to the PPA, and $4,379 to the Embedded Derivative. Transaction costs allocated to the Notes and the PPA are amortized over the life of the obligation, using the effective interest rate method, whereas transaction costs allocated to the Embedded Derivative were expensed at closing. Unamortized transaction costs are deducted from the carrying value of Notes and PPA.

The effective interest was 26.4% and 27.1% for the Notes and PPA, respectively, for the three and nine months ended September 30, 2025. On October 10, 2025 and October 28, 2025, Orion exercised its conversion option for a total of $97,500 of the principal amount of the Notes (Note 15).

Production Payment Agreement and Royalty

Under the terms of the PPA, Orion will receive (i) fixed payments of $0.128 per tonne ($0.152 per tonne if the Delayed Draw Notes have been drawn) of the total lithium processed each year at Thacker Pass for a period of 72 quarters after first production, and (ii) variable payments of 0.96% (1.14% if the Delayed Draw Notes have been drawn) of total gross revenue in perpetuity, with the fixed and variable portions both applying to the first 41,500 tonnes of lithium processed each year, subject to certain adjustments relating to Thacker Pass total Phase 1 project costs. The production payments are also subject to certain adjustments relating to the tonnage of battery-grade lithium carbonate equivalent sold. The variable payments are also subject to certain adjustments related to the future price of lithium.

In addition, the Company is obligated under a separate 2013 royalty agreement to pay an 8% gross revenue royalty for sales on production from all Thacker Pass mineral claims up to a cumulative payment of $22,000, after which the royalty rate is reduced to 4% for the remaining life of the project. The Company has the option at any time to reduce the royalty to 1.75% through payment of $22,000. The portion of the royalty subject to repurchase has been recorded as a financial liability carried at amortized cost.

STOCKHOLDERS’ EQUITY

Common stock – At-the-Market Program

On May 15, 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$100 million(or the equivalent in Canadian dollars) (the “May 2025 ATM Program”). As of September 30, 2025, the Company had sold 22,266 common shares pursuant to the May 2025 ATM Program at an average price of $3.05 per share, for aggregate net proceeds of $66,065.

Equity Incentive Plan

On June 11, 2025, the Company’s shareholders approved an amended and restated Equity Incentive Plan (the “Plan”), which, among other changes, increased the maximum number of common shares available for issuance under the Plan by 14 million common shares.

LOSSPER SHARE

Basic and diluted net loss per share is computed by dividing the net loss attributable to the Company’s shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similar to basic loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of equity instruments, if dilutive. Potentially dilutive common shares include stock options, RSUs, deferred share units (“DSUs”), and PSUs.

GENERAL AND ADMINISTRATIVE EXPENSES

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

The Company granted DSUs accrued at December 31, 2024 during the nine months ended September 30, 2025, resulting in a charge to additional paid-in capital of $515.

TRANSACTION COSTS

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

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

FAIR VALUES OF FINANCIAL INSTRUMENTS

Fair value measurement

(a)

Financial instruments not measured at fair value

Except as disclosed below, the carrying value of the financial assets and liabilities where the measurement basis is other than fair value approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since the original date. Cash and cash equivalents, receivables, accounts payable and royalty obligations, Notes and PPA are measured at amortized cost.

(b)

Measurement of fair value

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified in the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. The fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities. At September 30, 2025 and December 31, 2024, there were no financial assets and financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition.

The following table identifies the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. The carrying value is equal to the fair value at each date reported.

A gain on change in fair value of $143 (2024 - gain of $146) and a loss on change in fair value of $229 (2024 - $1,751) was recognized in the condensed consolidated interim statements of loss for the three and nine-month periods ended September 30, 2025, respectively.

As Ascend Elements is a private company, there is no observable market data to use, which results in this equity investment being classified as without readily determinable fair value. The fair value was based on a review of Ascend Elements’ business development, financings and trends in the share prices of other companies in the same industry sector. A gain on change in fair value of $3,268 (2024 - loss of $1,562) and a gain on change in fair value of $1,439 (2024 - loss of $4,137), respectively, was recognized in the condensed consolidated interim statements of loss for the three and nine-month periods ended September 30, 2025.

The fair value of the conversion derivative was determined using a Partial Differential Equation method with the following inputs and assumptions at September 30, 2025: expected volatilityof 45%, share price of $5.71, risk-free rate of 3.7%, andno expected dividends. The fair value at inception on April 1, 2025 was determined using the following inputs: expected volatility of 35.2%, share price of $2.76, risk-free rate of 3.9%, andno expected dividends. A loss on change in fair value of $187,081 and a loss on change in fair value of $193,843 was recognized in the condensed consolidated interim statements of loss for the three and nine-month periods ended September 30, 2025, respectively (Note 7).

The Company has, where appropriate, estimated the fair value of financial instruments for which the amortized cost carrying value may be significantly different than the fair value. As of September 30, 2025 and December 31, 2024, this includes the following:

The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 26.4% at September 30, 2025 (December 31,2024 -12.3%).

The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with the following inputs and assumptions: average lithium production of 41,500 tonnes per year, average lithium price of $15,082 and discount rate of 27.1%.

The estimated fair value involved Level 3 inputs and was determined using a discount rate of 26.4%.

During the three months ended September 30, 2024, a gain on change in fair value of $150 associated with a previous fair-valued liability was recognized in the condensed consolidated interim statements of loss. During the nine months ended September 30, 2024, a gain on change in fair value of $138 was recognized. This liability was derecognized on October 15, 2024.

COMMI TMENTS

The Company has entered into certain long-term purchase agreements related to long-lead equipment, infrastructure and services related to the construction of the processing plant as well as development and mining services at Thacker Pass. These commitments contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. The following represents the fixed and determinable portion of the commitments, excluding lease components disclosed in Note 5, for each of the next five years.

SUBSEQUENT EVENTS

Common Stock – At-the-Market Program

On October 1, 2025, the Company completed the May 2025 ATM Program and sold 4,656 common shares at an average price of $6.90 per share, for aggregate net proceeds of $31,710 after sales agent’s commission and other expenses.

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”). As of October 14, 2025, the Company completed the October 2025 ATM Program and sold 30,525 common shares at an average price of $8.19 per share, for net proceeds of $246,383 after sales agent’s commission and other expenses.

DOE ATVM Loan Program

On October 7, 2025, the Company and the U.S. Department of Energy (the “DOE”)entered into an omnibus waiver, consent and amendment (the “OWCA”) for certain amendments to the Company’s loan agreement provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”), executed October 28, 2024, and amended December 20, 2024. Key changes to the DOE Loan as a result of the OWCA include:

•

Under the OWCA, maximum borrowings under the DOE Loan decreased from $2.26 billion to $2.23 billion as the previous capitalized interest during construction amount of $289.6 million was reduced to $256.0 million. The DOE Loan principal remained the same at $1.97 billion.

•

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.

•

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.

•

The Company will contribute an additional $120 million to DOE Loan reserve accounts, to be funded within 12 months of the effective date of the OWCA.

•

Inthe 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 tobe 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.

•

The Company and GM entered into an amendment to GM’s Phase 1 lithium offtake agreement. 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 production volume.

On October 20, 2025, the Company received its first drawdown of $435 million from the DOE Loan.

Convertible Debt Conversion

On October 10, 2025 and October 28, 2025, Orion exercised its conversion option for a total of $97,500 of the principal amount of the Notes in accordance with the terms of the agreement (Note 7). As a result, the Company issued an aggregate total of 25,794 common shares to Orion.