LITHIUM AMERICAS CORP.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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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.
Mar 31, 2026 · Filed May 14, 2026
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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 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.
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.
At March 31, 2026, the Company had cash of $758.5 million (December 31, 2025 - $568.2 million), restricted cash of $449.1 million (December 31, 2025 - $337.4 million) and working capital (non-GAAP) of $1.0 billion (December 31, 2025 - $734.8 million). Advances under the DOE Loan, cash flows from Thacker Pass and other amounts received by LN are required to be held in restricted cash accounts owned by LN and managed by a collateral agent, pursuant to a Collateral Agency and Accounts Agreement (as amended, the “Accounts Agreement”) entered into by and among LN, DOE and Citibank, N.A., in its capacity as collateral agent (“Collateral Agent”) and Depositary Bank (“Depositary Bank”). Pursuant to the Accounts Agreement, LN must comply with certain reporting and notice requirements to draw upon or deposit amounts in the restricted cash accounts. Advances under the DOE Loan typically happen quarterly and the Company draws upon those funds on a monthly basis.
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.
Debt
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.
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.
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. 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.
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).
Equity Offerings
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.
On March 19, 2026, the Company established the March 2026 ATM Program as described under section Common Shares Offering above. Under this 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, for aggregate net proceeds of $11.2 million after sales agent commission and other expenses.
Cash Flow Summary
| Three Months Ended March 31, | ||
|---|---|---|
| (in US$ millions) | 2026 | 2025 |
| Net cash used in operating activities | $(18.3) | $(18.9) |
| Net cash used in investing activities | (299.3) | (117.9) |
| Net cash provided by (used in) financing activities | 619.6 | (10.5) |
| Change in cash and restricted cash | 302.0 | (147.3) |
| Cash and restricted cash – beginning of period | 905.6 | 594.2 |
| Cash and restricted cash – end of period | $1,207.6 | $446.9 |
Operating Activities
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.
Investing Activities
Net cash used in investing activities during Q1 2026 was $299.3 million, an increase of $181.4 million from Q1 2025, primarily attributable to a higher level of construction activity and associated expenditures at Thacker Pass.
Financing Activities
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
2025, the Company did not receive proceeds from financing transactions but did make principal payments on finance lease obligations and paid financing fees of $9.3 million associated with the DOE Loan.
Contractual Obligations
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.
OFF-BALANCE SHEET ARRANGEMENTS
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.
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