LITHIUM AMERICAS CORP.

The following is a summary of the principal risks that could adversely affect the Company’s business, operations and financial results. Please refer to Part I – Item 1A: Risk Factors of this Form 10-K for additional discussion of the risks summarized in this Risk Factors Summary. These risk factors are not necessarily in the order of importance or probability of occurrence.

Risks Relating to the Company’s Business Activities

The Company’s strategy depends on successfully developing Thacker Pass and achieving projected production and operational targets. Risks may affect project development, lithium production, financial performance, market conditions, regulatory approvals, and the Company’s business and securities. Risk factors include:

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Commercial viability of Thacker Pass depends on numerous uncontrollable factors, including, permitting, financing and delays, that could negatively affect business and financial conditions

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The Company’s ability to continue to draw on the DOE Loan is contingent on meeting specific conditions and covenants, and failure to do so could lead to loan termination or other significant adverse effects

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The Company’s ability to maintain and amend permits is uncertain and subject to regulatory, administrative, and litigation challenges, which could delay development timelines

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Actual capital costs, schedules, production levels, operating costs, economic returns, and other estimates may differ from expectations which could materially and adversely affect cash flows, profitability, and increase funding requirements

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The Company’s lack of history of completing mining and chemical processing projects or conducting such operations makes it difficult to evaluate its prospects, increasing the uncertainty of its future success

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Inherent risks in establishing new mining and chemical processing operations, including unexpected costs, problems and delays, could impact the profitability of operations at Thacker Pass

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The Company’s U.S. operations, coupled with its domicile in British Columbia, and the evolving political landscape, including increased geopolitical tensions and industrial policies, could impact its ability to fund the project

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Changes in government laws and regulations, including those related to taxation, environmental compliance and permitting, may affect development

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The Company’s ability to develop Thacker Pass is governed by the U.S. Mining Act and other laws, with no assurance of title or permit stability, and any contest or regulatory changes could delay development

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Mineral resource and reserve estimates are inherently uncertain and may be inaccurate

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Opposition could lead to delays or prevent the Project from proceeding, impacting development

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The Mineral exploration and development business has inherent health and safety risks, and non-compliance with related laws could lead to penalties and civil liability

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The novel process for producing lithium carbonate from Thacker Pass has not been demonstrated at commercial scale, posing risks of inefficiencies, unforeseen costs and delays

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Development of Thacker Pass is highly dependent on the projected demand for lithium-based products, and any failure in market growth or shifts in policies could negatively impact commercial viability

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The success of operations will be affected by the fluctuating market price of lithium products, and failure to meet battery-grade quality or customer specifications could reduce the prices the Company is able to realize for its products and its customer base

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Operational risks such as equipment failures, natural disasters and regulatory compliance could lead to disruptions and financial impacts despite comprehensive health and safety measures

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Negative cash flows from operations are expected until achievement of profitable production, so the Company is relying on generating profits or raising capital to meet obligations and liabilities

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Thacker Pass is the Company’s sole material mining project, meaning failure to develop and operate it successfully could have a significant adverse impact on its business

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Any non-compliance with stringent environmental regulations could delay or increase the costs

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Increased focus on sustainability matters could lead to higher costs, reduced profits and litigation risks

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The lithium production industry is highly competitive, requiring significant capital and resources, and the Company may face challenges in securing financing, personnel, and equipment

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Global economic and political uncertainties, inflation, tariffs, and changes in government policies, may adversely affect the Company’s business

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Climate change may impact water availability, which could increase litigation, regulatory compliance costs, and physical climate risks could further affect operations and safety

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Insurance may not protect against all risks associated with environmental and other incidents the Company may experience

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Concentrated share ownership and rights of certain shareholders may influence corporate actions and diverge from other shareholders’ interests, potentially affecting liquidity and market price, amongst other areas

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GM and the DOE have rights that may affect other security holders and the Company's actions with respect to the development of Thacker Pass through their respective investor and creditor rights, rights as a JV Partner (in the case of GM) and other rights

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The Company’s debt agreements, including the DOE Loan and the Orion Note contain restrictions that limit its flexibility in operating its business

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The Company’s share price may fluctuate due to factors beyond its control and may not reflect its operating performance

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Existing and future financings could materially dilute current shareholders’ interests, impose significant restrictions, increase indebtedness and adversely affect the Company’s financial condition and share price

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The Company cannot generate earnings or pay dividends while Thacker Pass is in development, posing a risk to investors who may not see returns for the foreseeable future

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Challenges in securing intellectual property protection could leave the Company vulnerable to competition, potentially diminishing the commercial potential of its proprietary technologies

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The Company’s success depends on its ability to attract and retain key management, technical, construction and mining personnel in a highly competitive labor market, and any failure to do so could delay its projects and adversely affect its business

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Reliance on consultants and other third parties for expertise may result in delays or increased costs if their work is found to be incorrect or inadequate

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Compliance with regulatory requirements and potential litigation resulting therefrom could be costly, time-consuming and have a significant adverse impact on the Company's business and financial condition

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The Company’s growing dependence on complex digital systems and third-party technologies increases exposure to evolving cybersecurity threats that could disrupt operations, result in financial, legal, and reputational harm, and require ongoing investment and governance oversight to mitigate

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Incorporation in a jurisdiction outside the U.S. may make it difficult or impossible for U.S. investors to serve process for civil liabilities in the U.S.

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If certain Canadian Tax requirements are not met, the Company and Lithium Argentina could be subject to substantial tax liabilities resulting from the Separation

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Certain events could cause the Arrangement to lose its intended tax-free status, leading to significant U.S. federal income tax liabilities for U.S. Shareholders

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The Company faces restrictions to maintain its tax-free status for shareholders, limiting its ability to pursue certain strategic transactions

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Changes in U.S. and Canadian tax laws could increase the Company’s tax liabilities

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Any indemnification claims related to the Separation may have a material adverse effect upon the Company

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If classified as a PFIC, U.S. shareholders may face greater tax liabilities, interest charges and additional reporting obligations, impacting their overall tax situation

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The Company’s future financial performance depends in part on the continued availability of tax credits relating to the production of critical minerals