LITHIUM AMERICAS CORP.
For the period ended Sep 30, 2025. Filed Nov 13, 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.
Sep 30, 2025 · Filed Nov 13, 2025
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LIQUIDITY AND CAPITAL RESOURCES
The Company has recurring net losses and negative operating cash flows and expects to continue to operate at a loss for the foreseeable future, which includes the period that Thacker Pass Phase 1 is under development. As the Company develops Thacker Pass, it will not generate revenues from operations and there is no expectation to generate any revenue from operations until Thacker Pass begins production. Thacker Pass is targeting completion in late 2027 with ramp up during 2028.
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.
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.
Debt
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.
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.
Joint Venture with GM
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.
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).
Equity Offerings
The following equity offerings presented a significant source of liquidity for the Company:
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.
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.
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 $246.4 million after sales agent’s commission and other expenses.
Cash Flow
| Cash Flow Highlights | Nine Months Ended September 30, | |
|---|---|---|
| (in US$ millions) | 2025 | 2024 |
| Cash used in operating activities | $(47.1) | $(4.7) |
| Cash used in investing activities | (525.7) | (111.7) |
| Cash provided by financing activities | 364.2 | 262.1 |
| Change in cash, cash equivalents and restricted cash | (208.6) | 145.7 |
| Cash, cash equivalents and restricted cash – beginning of period | 594.2 | 195.8 |
| Cash, cash equivalents and restricted cash – end of period | $385.6 | $341.5 |
Operating Activities
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.
Investing Activities
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.
Financing Activities
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.
Contractual Obligations
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.
OFF-BALANCE SHEET ARRANGEMENTS
As at September 30, 2025, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a material effect on its financial condition, results of operations, or liquidity.
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