LITHIUM AMERICAS CORP.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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.
Mar 31, 2026 · Filed May 14, 2026
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 2025-09-30; 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 RECONCILIATIONCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001193125-26-222727
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCOMPANY BACKGROUNDQ1 2026 AND SUBSEQUENT TO Q1 2026 HIGHLIGHTSCAPITAL EXPENDITURE AND 2026 CAPEX GUIDANCERESULTS 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 135 previous paragraphs and 128 current paragraphs.
31 unchanged; 39 reworded; 58 added; 61 removed; 4 previous and 0 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 (58)
Current report
As of March 31, 2026, the Company had approximately $1.2 billion total cash and restricted cash, including $529 million at the Thacker Pass JV level.
Current report
On January 26, 2026, the Company completed an at-the-market (“ATM”) equity program established on November 13, 2025 (the “November 2025 ATM Program”). The Company issued and sold an aggregate total of 43.3 million common shares at an average price of $5.78 per share pursuant to the November 2025 ATM Program, for aggregate net proceeds of $246.7 million after sales agent’s commission and other expenses. Of these amounts, during Q1 2026, the Company issued and sold 32.5 million common shares at an average price of $5.92 per share, for aggregate net proceeds of $189.7 million after sales agent commission and other expenses.
Current report
On February 24, 2026, the Company received its second advance on the U.S. Department of Energy (the “DOE”) loan (“DOE Loan”) of $432 million.
Current report
As of May 13, 2026, the Company had 351,062,478 shares issued and outstanding.
Current report
On January 30, 2026 (the “Issuance Date”), pursuant to the omnibus waiver, consent and amendment (as amended, the “OWCA”) entered into by the Company and the DOE on October 7, 2025, the Company issued to the DOE a warrant to purchase up to 18,268,687 common shares, which was equal to 5% of the Company’s outstanding total shares as of the Issuance Date, at an exercise price of $0.01 per share (the “LAC Warrant”), exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the LAC Warrant. Additionally, the JV issued to the DOE a warrant to purchase 8,656,509,695 non-voting units of the JV, which was equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per unit (the “JV Warrant”), exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the JV Warrant.
Current report
A total of 2.43 million workhours completed at Thacker Pass without a serious injury or lost-time incident, and a total recordable incident frequency rate of 0.25.
Current report
A total of $1.3 billion of construction capital costs and other project-related costs have been capitalized, of which $1.1 billion is part of the total capital expenditure (“Capex”) estimate of $2.93 billion per the Company’s Technical Report entitled “NI 43-101 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” effective December 31, 2024 (“Technical Report”). The Company continues to target a total capex range of $1.3 billion to $1.6 billion for Thacker Pass Phase 1 for fiscal year 2026. See the Capital Expenditure and 2026 Capex Guidance section below for more details.
Current report
Detailed engineering design completed surpassed 95%, while procurement was over 70% complete, including the shipment of major plant materials and equipment.
Current report
There were approximately 1,065 personnel on site, expected to increase to over 2,000 in the second half of 2026.
Current report
Long-lead equipment has been arriving to either Thacker Pass or the fabrication yard in Winnemucca, including the 115KV Main Transformer, Auxiliary Boiler, Air Cooled Heat Exchangers, Fin Fan Cooler, Duplex Stack and Bicarbonate Reactors. Additional long-lead items that have started their delivery to site include the Thickener Steel and Shell Plates, Filter Presses, Steam Turbine Generator and SS Converter. Outstanding long-lead items are expected to be delivered throughout 2026, along with other equipment and construction materials.
Current report
Over 75% of the structural steel for Thacker Pass, which is sourced from the United Arab Emirates, is in transit or has arrived on site at Thacker Pass or the laydown yard in Winnemucca. The Company and Bechtel have worked with the steel supplier to attempt to limit the effects of the Middle East conflict, including the closure of the Strait of Hormuz, to minimize impacts on the fabrication and shipment of steel to Thacker Pass. Predominantly, the Company has successfully re-routed steel through the Port of Jeddah.
Current report
Development milestones achieved to date at Thacker Pass include:
Current report
The first cable pulls on the module pipe racks commenced in March 2026.
Current report
Structural steel at the Filter Building progresses, with the second floor being installed.
Current report
Installation of key equipment commenced at the following facilities: Bicarbonate Reactors for the Lithium Carbonate Crystallizer, Pillers for Magnesium Sulfate, Air Compressors and Conveyor Tail Pulley’s for the
Current report
Filter Building, Thickener Steel and Shell Plants in the Countercurrent Decantation and Run-of-Mine areas, and Fin Fan Coolers and SS Converter for the Sulfuric Acid Plant.
Current report
Given the advanced level of detailed engineering, the Company has commenced a definitive capital estimate, targeting completion in the second half of 2026. Advanced levels of engineering and procurement is expected to enable the team to estimate remaining quantities and materials with higher confidence. The Company will use current data to assess remaining labor needs and productivity rates for the estimate and will incorporate recent unexpected developments including the implications of tariffs, the Middle East conflict impacts, fuel price increases and other inflationary increases that were not included in the total Capex estimate of $2.93 billion per the Company’s Technical Report. The total Capex estimate of $2.93 billion did not include any exposure to tariffs. The Company estimates the total potential exposure to tariffs for Thacker Pass Phase 1 construction costs to be approximately $80 million to $120 million, the majority of which is expected to be incurred during 2026.
Current report
Work to enhance reliability for grid power from the local electric utility cooperative, by upgrading six regional substations and switching stations, was completed in March 2026, ahead of schedule.
Current report
Construction at the Company’s Transload Terminal (“TLT”) west of Winnemucca commenced in March 2026, with completion targeted in 2027 to align with start up at Thacker Pass. The TLT is approximately 60 miles from Thacker Pass, adjacent to the rail line, and is intended to support operations by serving as a critical logistics hub for the Project’s reagents.
Current report
The table below summarizes Capex during the quarter ended March 31, 2026, cumulative Capex to March 31, 2026, as well as the Company’s 2026 Capex guidance.
Current report
Thacker Pass Phase 1 construction costs cumulative to March 31, 2026 and those estimated for fiscal year 2026 do not include $14.1 million and $8.0 million, respectively, of community contributions that are required to be expensed under U.S. GAAP, though these were included in the $2.93 billion Capex estimate per the Company’s Technical Report.
Current report
Other capitalized development costs are required to be capitalized under U.S. GAAP, though these were not included in $2.93 billion Capex estimate per the Company’s Technical Report.
Current report
The DOE and the Company’s subsidiary, LN, executed the DOE Loan on October 28, 2024 for a construction facility with a maximum borrowing of $1.97 billion plus up to $289.6 million of capitalized interest for a total of $2.26 billion, provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program, to fund eligible construction costs of Thacker Pass, over the period from the first advance through no later than November 30, 2028. The DOE Loan agreement was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures, a JV with GM to own a 100% interest in LN, which owns Thacker Pass.
Current report
On October 7, 2025, the Company and the DOE entered into an omnibus waiver, consent and amendment (as amended the “OWCA”) for certain amendments to the Company’s DOE Loan. As part of the OWCA, the DOE Loan’s expected total loan amount decreased to $2.23 billion due to estimated capitalized interest during construction decreasing to $256 million, while the DOE Loan’s principal remained the same at $1.97 billion.
Current report
On January 30, 2026, as required under the OWCA:
Current report
The Company issued to the DOE the LAC Warrant to purchase up to 18,268,687 common shares, which was equal to 5% of the Company’s outstanding total shares as of the Issuance Date, at an exercise price of $0.01 per share, exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the LAC Warrant.
Current report
The JV issued to the DOE the JV Warrant to purchase 8,656,509,695 non-voting units of the JV, which was equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per unit, exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the JV Warrant.
Current report
The JV, the Company, 1339480 B.C. Ltd., LAC US Corp. (the “LAC JV Member”), GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”), under which the DOE has the right to require GM to either purchase the JV Warrant (or cause the JV to do so) at a mutually agreed price or, failing agreement, exchange the JV Warrant for the Company’s common shares based on a defined warrant conversion rate. In addition, following substantial completion of Thacker Pass, GM has a call right to trigger the same sale or exchange mechanics if pricing cannot be agreed within specified timeframes.
Current report
As of May 13, 2026, the LAC Warrant and the JV Warrant have not been exercised.
Current report
Periodic repayments of principal and interest commence January 20, 2029. The DOE Loan has a maturity date of July 20, 2048. The Company may prepay the loan at any time, subject to certain conditions, by paying principal plus accrued interest on outstanding advances.
Current report
The Company received its first advance on the DOE Loan of $435.0 million on October 20, 2025 and its second advance on the DOE Loan of $432.0 million on February 24, 2026.
Current report
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.
Current report
On March 19, 2026, the Company entered into an ATM equity program, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250 million (the “March 2026 ATM Program”). As of March 31, 2026, the Company did not issue or sell any common shares nor receive any net proceeds pursuant to the March 2026 ATM Program. Subsequent to March 31, 2026, the Company issued and sold an aggregate total of 2.3 million common shares at an average price of $5.20 per share pursuant to the March 2026 ATM Program, for aggregate net proceeds of $11.2 million after sales agent commission and other expenses.
Current report
In August 2024, the Company received approval for an $11.8 million grant from the U.S. Department of War (previously known as the Department of Defense) to support an upgrade of the local power infrastructure and to help build a transloading facility. At March 31, 2026, $6.2 million of the grant remained available and cumulative eligible costs of $5.6 million had been incurred.
Current report
General and administrative expenses for Q1 2026 increased to $11.1 million (Q1 2025 - $6.5 million) due to increased hiring, share-based compensation, community investment and regulatory and professional fees to support increased activities related to the Company’s operations.
Current report
Transaction costs in Q1 2026 decreased to $1.0 million (Q1 2025 - $4.3 million). Transaction costs in Q1 2026 primarily related to advisory and professional fees associated with the issuance of the LAC Warrant and JV Warrant on January 30, 2026. Transaction costs in Q1 2025 primarily related to costs associated with the Orion Investment.
Current report
A loss on change in the fair value of the LAC Warrant of $5.0 million was recognized during Q1 2026 (Q1 2025 - $nil), mainly reflecting the impact of the increase in the Company’s share price from $4.36 on December 31, 2025 to $4.87 on January 30, 2026, the date upon which the LAC Warrant was issued and reclassified to equity. A gain on change in the fair value of the JV Warrant, including obligations associated with the Put, Call and Exchange Agreement, of $5.4 million was recognized during Q1 2026 (Q1 2025 - $nil), mainly reflecting the impact of the decrease in the Company’s share price from $4.36 on December 31, 2025 to $3.95 on March 31, 2026.
Showing the first 40 of 58 passages. Open the source sections for the rest.
Removed paragraphs (61)
Previous report
On June 28, 2024, the Company determined that it no longer met the definition of a Foreign Private Issuer, and therefore no longer is entitled to rely on the foreign private issuer exemptions. As a result, beginning on January 1, 2025, the Company became required to report as a domestic U.S. filer, including filing annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements under Section 14 of the Exchange Act.
Previous report
In prior periods, the Company prepared its consolidated financial statements in accordance with IFRS®Accounting Standards as issued by the International Accounting Standards Board. As a consequence of becoming a domestic issuer as of January 1, 2025, the Company is required to present its financial information in US GAAP. The financial information discussed herein has been prepared in accordance with US GAAP for all periods presented, except as otherwise indicated. The financial information should not be expected to correspond with financial information previously presented under IFRS®Accounting Standards.
Previous report
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 report
The Company was initially formed for the sole purpose of acquiring ownership of the North American business assets and investments (“LAC North America”) of Old LAC, which is now named Lithium Argentina AG (formerly Lithium Americas (Argentina) Corp.) (“Lithium Argentina”), pursuant to a separation transaction (the “Separation”) that was undertaken on October 3, 2023. Upon consummation of the Separation, the Company changed its name from 1397468 B.C. Ltd to Lithium Americas Corp. Following the Separation, Lithium Argentina and the Company became independent public companies. The Separation was completed pursuant to a statutory plan of arrangement between the Company and Old LAC (the “Arrangement”). Upon completion of the Separation, Old LAC contributed to the Company, among other assets and liabilities, its interest in Thacker Pass, its investments in Green Technology Metals Limited (“GT1”) and Ascend Elements Inc. (“Ascend Elements”), certain intellectual property rights, its loan to 1339480 B.C. Ltd., and cash of $275.5 million, including $75 million to establish sufficient working capital (non-GAAP). The Company then distributed its common shares to shareholders of Old LAC in a series of share exchanges. The Separation was pro rata to the shareholders of Old LAC, so that the holders maintained the same proportionate interest in Old LAC (upon the Separation, Lithium Argentina) and the Company both immediately before and immediately after the Separation.
Previous report
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 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.
Previous report
The fabrication yard in Winnemucca has received steel for pre-assembled pipe-rack sections.
Previous report
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 report
As of September 30, 2025, the Company had $385.6 million in cash and restricted cash.
Previous 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.
Previous report
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 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”).
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
On October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan.
Previous report
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 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.
Previous 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.
Previous 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.
Previous report
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.
Previous report
On October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan.
Previous report
Prior to the Separation, on January 30, 2023, Old LAC had entered into a purchase agreement with GM, pursuant to which GM agreed to make a $650 million equity investment (the “2023 Transaction”), the proceeds of which were to be used for the construction and development of Thacker Pass. The 2023 Transaction was comprised of two tranches, a first tranche investment of $320 million (“Tranche 1 Investment”) and a second tranche investment of up to $330 million (the “Tranche 2 Investment”). Tranche 1 closed, and the Phase 1 offtake agreement was executed on February 16, 2023, when GM subscribed for 15,002,000 subscription receipts of Old LAC, which were automatically converted into 15,002,000 units, comprising 15,002,000 shares and 11,891,000 warrants of Old LAC, which became 15,002,000 common shares of the Company post-Separation. The subscription proceeds were paid to Old LAC, and the remaining unspent proceeds were included in the net assets distributed by Old LAC to the Company on October 3, 2023, pursuant to the Arrangement.
Previous report
As the Separation was completed before the closing of the Tranche 2 Investment, the agreement for the Tranche 2 Investment in Old LAC was terminated and replaced by a corresponding subscription agreement between GM and the Company whereby the proceeds of the Tranche 2 Investment were to be received by the Company.
Previous report
GM has a 38% interest in Thacker Pass and has committed $625 million in cash and letters of credit to the JV:
Previous report
$330 million cash was contributed to the JV upon closing of the JV on December 20, 2024;
Previous report
$100 million cash was contributed to the JV at FID for Phase 1 on April 1, 2025; and
Previous report
o
Previous report
$195 million LC Facility has been released by GM to the Company on August 5, 2025.
Previous report
Lithium Americas has contributed nearly $330 million of cash to the JV for its 62% ownership in Thacker Pass:
Previous report
o
Previous report
$138 million was contributed to the JV upon closing of the JV on December 20, 2024; and
Previous report
o
Previous report
$191.6 million was contributed to the JV at FID for Phase 1 on April 1, 2025.
Previous report
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 report
A Board of Directors was established at the JV level to oversee the JV and approve the Project’s budgets and business plans, as well as implement policies to align with GM’s vendor requirements, including GM’s Human Rights Policy.
Previous report
The Company and GM terminated the Tranche 2 Investment subscription agreement concurrent with the execution of the JV Investment Agreement.
Previous report
The Notes will mature on April 1, 2030 and bear an initial conversion price of $3.78 per share, which represents a 43% premium to Lithium Americas’ 5-day VWAP on the New York Stock Exchange ended on March 5, 2025. Lithium Americas will initially pay interest on the Notes in-kind or in cash at a rate of 9.875% per annum until the maturity of the Notes. Under the terms of the PPA, Orion will receive fixed payments of $128 per tonne ($152 per tonne assuming draw of the Delayed Draw Notes) of the total lithium produced each year at Thacker Pass for a period of 72 quarters after first production. Orion will receive additional variable payments of 0.96% of total gross revenue (1.14% of total gross revenue assuming draw of the Delayed Draw Notes) for the life of the mine. Both fixed and variable payments will only apply to the first 41,500 tonnes of lithium produced each year and are subject to certain adjustments relating to total Phase 1 project costs. The production payments are also subject to certain adjustments related 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.
Previous report
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.
Showing the first 40 of 61 passages. Open the source sections for the rest.
Reworded paragraphs (39)
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 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.
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 months ended March 31, 2026 and audited consolidated financial statements for the years ended December 31, 2025 and 2024 (“FY 2025” and “FY 2024,” respectively), together with the notes thereto. The financial information contained in this MD&A is derived from the unaudited condensed consolidated interim financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. 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 unaudited condensed consolidated interim financial statements and the notes thereto included in this Form 10-Q.
Previous wording
The Company’s fiscal year is the 12-month period ending December 31. All references to “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.
Current wording
The Company’s fiscal year is the 12-month period ending December 31. All references to “Q1 2026” and “Q1 2025” are to the fiscal quarters for the three-month periods ended March 31, 2026 and March 31, 2025, 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 condensed 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 General Motors Holdings LLC (“GM”) and the Company (together, the “JV Partners”). As of May 13, 2026, the Company owns a 62% interest in Thacker Pass and manages the Project, GM owns a 38% interest in Thacker Pass, and the DOE owns the JV Warrant (as defined below). The JV is consolidated in the unaudited condensed consolidated interim financial statements of the Company.
Previous 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.
Current wording
On March 19, 2026, the Company entered into an ATM equity program, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250 million (the “March 2026 ATM Program”). Use of net proceeds for the March 2026 ATM Program includes 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 March 31, 2026, the Company did not issue or sell any common shares nor receive any net proceeds pursuant to the March 2026 ATM Program. Subsequent to March 31, 2026, the Company issued and sold an aggregate total of 2.3 million common shares at an average price of $5.20 per share pursuant to the March 2026 ATM Program, for aggregate net proceeds of $11.2 million after sales agent commission and other expenses.
Previous wording
The Company continues to progress major construction at Thacker Pass. Mechanical completion of the Phase 1 processing plant is targeted for late 2027.
Current wording
The Company continues to progress major construction of the processing plant at Thacker Pass Phase 1, targeting mechanical completion in late 2027. As of March 31, 2026:
Previous wording
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 wording
There were over 1,000 workers residing at the Company’s all-inclusive housing facility for construction workers in Winnemucca (the “Workforce Hub” or “WFH”).
Previous 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.
Current wording
As of March 31, 2026, a total of $1.3 billion of construction capital costs and other project-related costs have been capitalized, of which $1.1 billion is part of the total Capex estimate of $2.93 billion per the Company’s Technical Report. The Company continues to target a total Capex range of $1.3 billion to $1.6 billion for Thacker Pass Phase 1 for fiscal year 2026.
Previous wording
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 wording
Thacker Pass Phase 1 construction costs as of March 31, 2026, and those estimated for 2026, include actual tariffs incurred (through March 31, 2026) and estimated tariff exposure, primarily for equipment and construction materials sourced from Canada, China, India, UAE, Turkey and the European Union. The Company has been working toward limiting the effect of any potential tariffs on its 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. The Company continues to closely monitor potential tariff exposure; however, changes in tariffs and trade restrictions can be announced with little or no advance notice.
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 on December 20, 2024 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 for the purpose of funding, developing, constructing and operating Thacker Pass (“JV Transaction”). Prior to closing the JV Transaction on December 23, 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
Under the terms of the Investment Agreement, GM acquired a 38% asset-level ownership stake in Thacker Pass for $625 million in total cash and letters of credit, including $430 million of direct cash funding to the JV to support the construction of Phase 1 and a $195 million letter of credit facility (“LC Facility”) that can be used as collateral to support reserve account requirements under the DOE Loan. The key terms of the JV Transaction are summarized below:
Current wording
Under the terms of the Investment Agreement, GM acquired a 38% asset-level ownership stake in Thacker Pass for $625.0 million in total cash and letters of credit, including $430.0 million of direct cash funding to the JV to support the construction of Phase 1 and a $195.0 million letter of credit facility (“LC Facility”) that can be used as collateral to support reserve account requirements under the DOE Loan. On August 5, 2025, the $195.0 million LC Facility was released by GM to LN.
Previous wording
As part of the Arrangement, the agreement to supply GM with lithium carbonate production from Thacker Pass (the “Offtake Agreement”) was assigned by Old LAC to the Company. GM agreed to extend its existing Offtake Agreement for up to 100% of production volumes from Phase 1 of Thacker Pass to 20 years to support the maturity of the DOE Loan. On closing of the JV Transaction, GM also entered into an additional 20-year offtake agreement for up to 38% of Phase 2 production volumes and will retain its existing right of first offer on the remaining Phase 2 production volumes.
Current wording
Pursuant to an offtake agreement, GM is required to purchase lithium production from Thacker Pass Phase 1, equal to 20% of GM’s specific lithium requirements, up to 100% of Phase 1 production volume (“Phase 1 Offtake Agreement”). Concurrently with closing of the DOE Loan, the Phase 1 Offtake Agreement was extended to 20 years. As part of the JV Transaction, GM also entered into an additional 20-year offtake agreement for up to 38% of production volumes from Phase 2 of Thacker Pass and retained its right of first offer on the remaining balance of Phase 2 volumes (“Phase 2 Offtake Agreement” and, together with the Phase 1 Offtake Agreement, the “Offtake Agreements”).
Previous wording
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 wording
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” were accelerated by two months; (ii) the forecast period for the first five years of Phase 1 was extended from two years to three years, with the second and third years remaining non-binding; (iii) the JV is required to prioritize GM’s volume requirements; (iv) for the first five years of Phase 1, the JV 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 was capped at 20% year-over-year growth during the aforementioned period; (vi) after the first five years, (a) the forecast period reverts to two years, with the second year being non-binding and including no cap on GM’s Annual Purchase Forecast, and (b) third-party commitments are capped at 100% of the difference between forecasts in the first year and 50% in the second year of such forecasts; and (vii) 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 would 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.
Previous wording
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 wording
In the event that the DOE exercises the JV Warrant in full, the JV economic interests will be (prior to funding of the additional $120 million DOE Loan reserve accounts as required within 12 months of the OWCA) 59% held by Lithium Americas, which will continue to be the manager of the Project, 36% held by GM and 5% held by the DOE, with voting interest in the JV remaining 62% for Lithium Americas and 38% for GM. The DOE has been granted the right to have an appointed representative as an observer at the JV Board meetings for so long as the DOE holds the JV Warrant or non-voting units in the JV. The DOE and GM have certain rights under the Put, Call and Exchange Agreement, which may result in an adjustment to the ownership of the JV.
Previous 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”).
Current wording
On April 1, 2025 (the “Orion Closing Date”), the Company closed the strategic investment of $250.0 million from fund entities managed by Orion Resource Partners LP (collectively, “Orion”), for the development and construction of Thacker Pass.
Previous 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.
Current wording
Orion purchased senior unsecured convertible notes with an aggregate principal amount of $195.0 million (the “Notes”) and entered into a production payment agreement (“PPA”) whereby Orion paid the Company $25.0 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 $220.0 million). Orion has committed to purchase an additional $30.0 million in aggregate principal amount of Notes within two years of the Orion Closing Date (the “Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company.
Previous wording
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 wording
The Notes will mature on April 1, 2030 and 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. In October 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 25.8 million common shares of the Company to Orion. Following the conversions, total future interest payable under the Notes has been reduced pro rata.
Previous wording
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 wording
On January 26, 2026, the Company completed the November 2025 ATM Program. The Company issued and sold an aggregate total 43.3 million common shares at an average price of $5.78 per share pursuant to the November 2025 ATM Program, for aggregate net proceeds of $246.7 million after sales agent’s commission and other expenses.
Previous wording
The selected consolidated financial information set out below has been derived from the Company's audited consolidated annual financial statements and unaudited condensed consolidated interim statements and should be read in conjunction with those consolidated financial statements and the related notes thereto.
Current wording
The selected consolidated financial information set out below has been derived from the Company's audited consolidated annual financial statements for FY 2025 and unaudited condensed consolidated interim financial statements for Q1 2026 and should be read in conjunction with those consolidated financial statements and the related notes thereto.
Previous wording
The following table provides a summary of the Company’s condensed consolidated results of operations for Q3 2025 compared with Q3 2024:
Current wording
The following table provides a summary of the Company’s unaudited condensed consolidated interim results of operations for Q1 2026 compared with Q1 2025.
Previous wording
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 wording
Mineral properties, plant and equipment, net increased mainly due to continued development of Thacker Pass, including costs associated with completion of the WFH, on-going engineering and procurement activities, payments towards long-lead equipment as well as continued on-site construction works. In addition, finance costs related to Thacker Pass totaling $13.7 million, including interest associated with the Orion Investment and DOE Loan advances, were capitalized in Q1 2026.
Previous wording
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.
Current wording
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 it will generate any revenue from operations until after Thacker Pass begins production. Thacker Pass is targeting mechanical completion in late 2027 with production ramp up during 2028.
Previous 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.
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 restricted cash and available borrowing capacity under the DOE Loan. Beyond the next 12 months, until the Company is able to generate sufficient operating cash flows, the Company expects to meet its obligations and fund the development of Thacker Pass through any available cash and restricted cash as well as the financings it has secured; 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 activities to offset the risk of currency fluctuations.
Previous 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.
Current wording
The Company has the following sources of liquidity or capital resources, which are also described above in sections Q1 2026 and Subsequent to Q1 2026 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. 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.
Current wording
On April 1, 2025, the Company closed the Orion Investment for gross proceeds of $220.0 million. In addition, subject to certain conditions precedent, Orion agreed to purchase an additional $30.0 million in Delayed Draw Notes within two years of the Orion Closing Date upon request by the Company. In October 2025, Orion exercised its option to convert $97.5 million of the principal of the convertible debt and associated accrued interest into equity of the Company, and, as a result 25.8 million common shares were issued to Orion. At March 31, 2026, the convertible debt principal balance was $113.2 million (December 31, 2025 - $110.5 million). The remaining principal and deferred interest is due in April 2030, unless redeemed or converted early.
Previous wording
The Company will contribute an additional $120 million to DOE Loan reserve accounts, to be funded within 12 months of the OWCA.
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, the Company and the DOE entered into the OWCA for certain amendments to the DOE Loan. Pursuant to the OWCA, the DOE Loan’s expected total loan amount decreased to $2.23 billion due to estimated capitalized interest during construction decreasing to $256.0 million, while the DOE Loan’s principal remained the same at $1.97 billion. On October 20, 2025, the Company received its initial advance of $435.0 million under the DOE Loan, followed by its second advance of $432.0 million on February 24, 2026. Subject to the terms and conditions of the DOE Loan, the Company expects subsequent advances to occur approximately quarterly. The Company agreed to contribute an additional $120 million to the DOE Loan reserve accounts, to be funded within 12 months of the OWCA. Periodic payments of principal and interest do not commence until January 2029.
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. At September 30, 2025, GM contributed $430 million cash and released the $195 million LC Facility.
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. As of March 31, 2026, GM has contributed a total of $430.0 million in cash to the JV. In addition, as of August 2025, GM provided a $195 million letter of credit facility, which attracts no interest and matures at the same time as the DOE Loan, unless otherwise withdrawn under the Investment Agreement.
Previous 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).
Current wording
At March 31, 2026, the Company's net assets of $1.9 billion included $1.4 billion held in the JV (inclusive of GM's non-controlling interest), of which $1.4 billion was held by LN. The DOE Loan imposes certain restrictions on the transfer of assets from LN to the Company, including prohibitions on dividend payments and loans from LN to the Company, the making of other payments to the Company, and transfers of any assets comprising part of the collateral package. Exceptions to such restrictions are possible upon the satisfaction of certain conditions, including attainment of certain construction milestones. The DOE Loan also requires LN to maintain a certain amount of working capital (non-GAAP) sufficient to cover project-related costs. Under the terms of the JV Transaction Documents, 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 $5.0 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 $10.0 million).
Previous wording
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 wording
On November 13, 2025, the Company established the November 2025 ATM Program, which was completed on January 26, 2026. During Q1 2026, the Company sold 32.5 million common shares at an average price of $5.92 per share, for aggregate net proceeds of $189.7 million after sales agent’s commission and other expenses.
Previous wording
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.
Current wording
Net cash used in operating activities during Q1 2026 was $18.3 million, a decrease of $0.6 million versus Q1 2025, primarily due to higher interest income partly offset by increased net working capital use (non-GAAP) and higher general and administrative expenses.
Previous 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.
Current wording
Net cash provided by financing activities during Q1 2026 was $619.6 million compared to net cash used in financing activities of $10.5 million during Q1 2025. During Q1 2026, net proceeds received from financing transactions included $189.7 million in net proceeds from the November 2025 ATM Program and $432.0 million from the second advance under the DOE Loan. These inflows were partially offset by principal payments for finance lease obligations as well as financing fees. During Q1
Previous 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.
Current wording
The Company’s contractual obligations, commitments under long-term purchase agreements and other commitments as at March 31, 2026 are disclosed in Notes 4, 7, 8 and 15 to the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026.
Previous wording
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.
Current wording
As at March 31, 2026, the Company had 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.
Previous wording
The carrying value of the liability for decommissioning relating to exploration and development activities at Thacker Pass as at September 30, 2025 is $0.3 million (December 31, 2024 - $0.3 million). The Company has a $1.7 million reclamation bond payable to the BLM guaranteed by a third-party insurance company with $0.3 million accepted and obligated for exploration projects. In February 2025, a $73 million reclamation bond payable to the BLM was put in place for Thacker Pass, which was accepted and obligated in March 2025.
Current wording
The carrying value of the liability for decommissioning arisen as a result of exploration and development activities at Thacker Pass was $0.5 million as of March 31, 2026 (December 31, 2025 - $0.5 million). The Company has a $1.7 million reclamation bond payable to the Bureau of Land Management (“BLM”) guaranteed by a third-party insurance company with $0.3 million accepted and obligated for exploration projects. In February 2025, a $73 million reclamation bond payable to the BLM was put in place for Thacker Pass, which was accepted and obligated in March 2025.
Previous wording
The September 30, 2025 condensed consolidated interim financial statements have been prepared in accordance with US GAAP. The preparation of condensed consolidated interim financial statements requires management to make estimates that affect the reported amounts of assets, liabilities and expenses. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While significant accounting policies are more fully described in Note 2 to the FY 2024 audited consolidated financial statements, the Company has provided below the accounting policies and estimates critical to its business operations and understanding of its financial results.
Current wording
The March 31, 2026, unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP. The preparation of unaudited condensed consolidated interim financial statements requires management to make estimates that affect the reported amounts of assets, liabilities and expenses. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While significant accounting policies are more fully described in Note 2 to the audited consolidated financial statements for the year ended December 31, 2025, the Company has provided below the accounting policies and estimates critical to its business operations and understanding of its financial results.
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 nine months ended September 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 unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026.
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 condensed 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 unaudited condensed consolidated interim financial statements.
Previous wording
For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 in the audited consolidated financial statements for the year ended December 31, 2024.
Current wording
For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 to the audited consolidated financial statements for the year ended December 31, 2025 and Note 1 in the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026.
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-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 U.S. GAAP, do not have a standardized meaning prescribed by U.S. 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 U.S. 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 U.S. GAAP as measures of liquidity. In addition to results determined in accordance with U.S. GAAP, the Company uses “working capital”, a non-GAAP measure. This non-U.S. 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 U.S. 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 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.
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 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 previous paragraphs (4)
Previous report — wording carried elsewhere
Lithium Americas has a 62% interest in Thacker Pass and manages the Project on behalf of the JV Partners.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
The following table provides a summary of the Company’s condensed consolidated results of operations for YTD Q3 2025 compared with YTD Q3 2024:
Previous report — wording carried elsewhere
On October 28, 2024, the Company closed the $2.26 billion DOE Loan under the ATVM Loan Program, for financing the construction of Phase 1 processing facilities at Thacker Pass. 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.