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LITHIUM AMERICAS CORP.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About 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.

Jun 30, 2026 · Filed Aug 13, 2026

LAC$1.93+4.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The 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 128 previous paragraphs and 132 current paragraphs.

32 unchanged; 65 reworded; 32 added; 26 removed; 5 previous and 3 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 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 (32)

Current report

On August 5, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP (“Yorkville”), for up to $175 million in aggregate principal amount of subordinated convertible debentures (the “Yorkville Debentures”). At the initial closing, the Company has agreed to issue $150 million in Yorkville Debentures. The Company retains the right to issue up to an additional $25 million in Yorkville Debentures in one or more subsequent closings at its discretion, subject to conditions as further described in the Purchase Agreement. See Note 16 – Subsequent Events – Yorkville Convertible Debentures and Yorkville Advisors below for further discussion.

Current report

Development milestones achieved at Thacker Pass during Q2 2026 include:

Current report

Completing upgrades to the high voltage power line connecting Thacker Pass to the local power grid.

Current report

Placement of the first Electrical Room, 115kV Power Transformer and Control Enclosures.

Current report

Progressing structural steel at the Filter Building, Magnesium Sulfate Building and the Lithium Carbonate Building.

Current report

Deliveries of approximately 100 prefabricated pipe rack modules, with pre-installed piping manufactured in Winnemucca. Deliveries are expected to continue throughout Q3 2026.

Current report

Commencement and continuation of key equipment installation at the following facilities:

Current report

Lithium Carbonate Crystallizer: Bicarbonate Reactor;

Current report

Magnesium Sulfate Building: Turbo Fans, Stage 4 Crystallizer;

Current report

Filter Building: Air Compressors and Receivers, Conveyor Tail Pulleys, Neutralization Filter Discharge Conveyors;

Current report

Sulfuric Acid Plant: Fin Fan Coolers, SS Converter, Steam Turbine Generator, Main Compressor, Cold Interpass Heat Exchanger, Hot Interpass Heat Exchanger and the 198-foot-tall Duplex Plant Stack.

Current report

The following are expected development milestones for the second half of 2026:

Current report

All main concrete required at the site is expected to be completed.

Current report

Early commissioning of utilities in the individual plants is expected to commence.

Current report

During Q2 2026, the Company delivered a $5.0 million commitment to the Fort McDermitt Paiute and Shoshone Tribe’s Building Fund, in accordance with its obligations under the Community Benefits Agreement. The funds will support plans to rebuild a Travel Plaza, which was lost to fire in September 2020. An additional $0.4 million has been contributed to the tribe for workforce training, cultural monitoring and administrative purposes.

Current report

As of August 12, 2026, the Warrants had not been exercised.

Current report

On October 7, 2025, in connection with the OWCA, the Company and GM agreed to amend the Offtake Agreements to, among other things, accelerate delivery dates for annual forecasts, extend the initial forecast period from two to three years (with the second and third years non-binding), require the JV to prioritize GM’s volume requirements, cap third-party commitments based on the difference between production and purchase forecasts, cap GM’s forecast growth at 20% year-over-year during the first five years, and provide GM with a profit true-up right if relinquished volumes are later needed at higher third-party costs.

Current report

On August 5, 2026, the Company entered into the Purchase Agreement with Yorkville for the Yorkville Debentures. At the initial closing, the Company has agreed to issue $150 million in Yorkville Debentures. The Company retains the right to issue up to an additional $25 million in Yorkville Debentures in one or more subsequent closings at its discretion, subject to conditions as further described in the Purchase Agreement.

Current report

The Yorkville Debentures mature 5 years after each funding date and accrue interest at 5% per annum. The interest rate increases to 7.50% during the initial two-year period, and to 15% after two years, in each case if certain specified events occur (including if the stock price falls below the floor price for a specified period, if the registration statement is unavailable for an extended period, or if the exchange cap is substantially exhausted). The Yorkville Debentures are convertible at the holder’s option at a conversion price equal to the lower of a fixed price (which shall be the higher of 140% of the NYSE closing price on the day prior to the initial closing and $3.79) or a variable price (95% of the lowest daily VWAP during the five trading days prior to conversion), subject to a floor price equal to 50% of the NYSE official closing price on the day prior to the date of issuance (which shall be reduced in certain circumstances, but in no event to less than 20% of such price). Subject to certain repayment limitations while convertible notes remain outstanding to Orion, the Company may redeem the Yorkville Debentures after 181 days at a 10% premium. Upon a change of control, Yorkville may require repurchase at a 10% premium. The Yorkville Debentures are subordinated to the Company’s obligations under the Notes.

Current report

The following table provides a summary of the Company’s unaudited condensed consolidated interim statements of income (loss) for YTD Q2 2026 compared with YTD Q2 2025.

Current report

Q2 2025 costs primarily related to the Orion Investment and advisory fees due upon achieving the final investment decision (“FID”) for Thacker Pass Phase 1.

Current report

Transaction costs decreased to $nil in Q2 2026 (Q2 2025 - $13.3 million). Q2 2025 costs primarily related to third-party transaction costs for the Orion Investment and advisory fees due upon achieving FID for Phase 1 at Thacker Pass.

Current report

The JV Warrant was initially recognized as a financial liability on October 7, 2025. A $4.5 million gain on change in fair value of the JV Warrant, including obligations under the Put, Call and Exchange Agreement, was recognized in Q2 2026 (Q2 2025 - $nil), primarily reflecting the decrease in the Company’s share price from $3.95 on March 31, 2026 to $3.85 on June 30, 2026.

Current report

A $5.7 million gain on change in fair value of the Embedded Derivative was recognized in Q2 2026 (Q2 2025 - $6.8 million), primarily reflecting the decrease in the Company’s share price from $3.95 at March 31, 2026 to $3.85 at June 30, 2026.

Current report

Other income increased to $6.7 million in Q2 2026 (Q2 2025 - $1.4 million), primarily due to higher interest income from increased balances in interest-generating bank accounts, driven largely by proceeds from the Company’s ATM programs.

Current report

a $637.0 million increase in the DOE Loan, reflecting advances of $774.0 million and $17.4 million of interest costs, net of $157.2 million of amortized deferred financing costs; and

Current report

On August 5, 2026, the Company entered into the Purchase Agreement for up to $175 million of Yorkville Debentures, of which $150 million will be issued at the initial closing. The Yorkville Debentures will be subordinated to the Notes. See “Yorkville Advisors” above for further discussion.

Current report

The significant accounting policies of the Company are described in Note 2 to the audited consolidated financial statements for the year ended December 31, 2025. A summary of the Company’s critical accounting estimates is described in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s annual report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies or estimates during the six months ended June 30, 2026.
Removed paragraphs (26)

Previous 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.

Previous report

Development milestones achieved to date at Thacker Pass include:

Previous report

The first cable pulls on the module pipe racks commenced in March 2026.

Previous report

Structural steel at the Filter Building progresses, with the second floor being installed.

Previous 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

Previous 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.

Previous 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.

Previous report

As of May 13, 2026, the LAC Warrant and the JV Warrant have not been exercised.

Previous report

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 report

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 report

Cash Flow Summary

Previous report

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.

Previous report

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 report

Assessment of Impairment of Thacker Pass

Previous report

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its fair value. For asset groups where an impairment loss is determined using the discounted future net cash flows method, future cash flows are estimated based on quantities of recoverable mineralized material, expected lithium prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. The term “recoverable mineralized material” refers to the estimated amount of lithium or other commodities that will be obtained after considering losses during processing and treatment. The Company’s estimates of future cash flows are based on numerous assumptions and uncertainties. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, lithium and other commodity prices, production levels and costs of capital are each subject to significant risks and uncertainties.

Previous report

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 report

Accounting and Valuation for Debt and Debt Facilities

Previous report

The Company accounts for debt instruments, including convertible debt and the DOE Loan, as financial liabilities recorded at amortized cost unless a fair value election is applied. Interest cost is capitalized where the proceeds are used to fund the development of qualifying assets. Initial proceeds received are allocated between the debt host and any embedded derivative and other instruments in the same transaction. Any resulting discount is accreted over the term of the debt instrument using the effective interest rate method.

Previous report

Embedded derivative features required to be separated by U.S. GAAP are carried at fair value with changes in fair value recognized through income or loss. The fair value of embedded derivative features require significant estimates and judgments to be made by management.

Previous report

Direct and incremental costs incurred to obtain a debt facility, including fees paid to the lender and third-party transaction costs, are deferred once the facility is considered probable and are recorded as deferred financing costs associated with the loan commitment and are reclassified as a discount on debt once drawn, in proportion to amounts borrowed in relation to total borrowings expected under the facility.

Previous report

Accounting and Valuation for Contracts on Own Equity

Previous report

Contracts or embedded derivative features to issue common shares, other than through share-based payments issued in connection with goods or services, are evaluated to determine whether they are classified as financial liabilities or equity. Contracts on the Company's own equity include the conversion feature in the convertible debt and the warrants and exchange obligations issued to the DOE. Contracts that may be settled net in cash outside the control of the Company or are not indexed to equity are treated as financial liabilities, recorded at fair value with changes recorded through income or loss. To the extent an instrument subsequently becomes indexed to own equity and is eligible to be classified as equity, it is reclassified to equity at its fair value on the date of reclassification. The Company’s obligations under the LAC Warrant to January 30, 2026 and the Company’s obligations under a JV Warrant Exchange are subject to estimation which includes, along with the price of the underlying equity, estimates of future share issuances through sale of shares or conversion of convertible debt. The value of the JV Warrant and LAC’s obligation in the event of a JV Warrant Exchange are also affected by future issuance of units.

Previous report

Royalties and Production Payments

Previous report

Royalties on future production or sales are reported based on their underlying characteristics. When indicated by their terms, royalties and production payments are treated as financial liabilities, such as those subject to call options for a specified price or those sold on proven properties and settleable with cash flows in which the Company has significant continuing involvement.
Reworded paragraphs (65)

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 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.

Current wording

The following Management’s Discussion and Analysis (“MD&A”) provides information concerning the Company’s financial condition and results of operations and should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the notes thereto for the three and six months ended June 30, 2026 and audited consolidated financial statements and the notes thereto for the years ended December 31, 2025 and 2024 (“FY 2025” and “FY 2024,” respectively). The financial information 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 “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.

Current wording

The Company’s fiscal year is the 12-month period ending December 31. All references to “Q2 2026” and “Q2 2025” are to the fiscal quarters for the three-month periods ended June 30, 2026 and June 30, 2025, respectively. All references to “YTD Q2 2026” and “YTD Q2 2025” are to the six-month periods ended June 30, 2026 and June 30, 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 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.

Current wording

Lithium Americas Corp. (the “Company”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”) a sedimentary-based lithium project 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 August 12, 2026, the Company owned a 62% interest in Thacker Pass and managed the Project, GM owned a 38% interest in Thacker Pass, and the DOE owned 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 on January 30, 2026 (the “Issuance Date”), at an exercise price of $0.0001 per unit (the “JV Warrant”). The JV is consolidated in the unaudited condensed consolidated interim financial statements of the Company.

Previous wording

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 wording

As of June 30, 2026, the Company had approximately $1.3 billion total cash and restricted cash, including $530.3 million at the Thacker Pass JV level.

Previous 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.

Current wording

On March 19, 2026, the Company entered into an at-the-market (“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”). Net proceeds received from the March 2026 ATM Program may be used for general corporate purposes, which may include funding of corporate and project overhead, capital expenditures, debt repayment, and working capital. As of June 30, 2026, the Company issued and sold 13.0 million common shares at an average price of $5.36 per share for aggregate net proceeds of $68.5 million after sales agent’s commission and other expenses. Subsequent to Q2 2026, the Company issued and sold 1.1 million common shares at an average price of $3.87 per share for aggregate net proceeds of $4.2 million after sales agent’s commission and other expenses.

Previous wording

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 wording

On June 3, 2026, the Company received its third advance on the U.S. Department of Energy (the “DOE”) loan (“DOE Loan”) of $342 million. Cumulative advances total $1.209 billion.

Previous wording

As of May 13, 2026, the Company had 351,062,478 shares issued and outstanding.

Current wording

As of August 12, 2026, the Company had 363,042,943 shares issued and outstanding.

Previous wording

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 wording

3.42 million workhours were completed without a serious injury or lost-time incident, with a total recordable incident frequency rate of 0.58.

Previous wording

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 wording

$1.8 billion of construction capital and other project-related costs had been capitalized, of which $1.6 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 Capital Expenditure and 2026 Capex Guidance below for details.

Previous wording

Detailed engineering design completed surpassed 95%, while procurement was over 70% complete, including the shipment of major plant materials and equipment.

Current wording

Detailed engineering design completed surpassed 95%, while procurement exceeded 80%, including the shipment of major plant materials and equipment.

Previous wording

There were approximately 1,065 personnel on site, expected to increase to over 2,000 in the second half of 2026.

Current wording

Over 1,600 personnel were on site, and on-site personnel levels are expected to increase to over 2,000 in the second half of 2026.

Previous 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”).

Current wording

Over 1,500 workers were residing at the Company’s all-inclusive housing facility in Winnemucca (the “Workforce Hub” or “WFH”).

Previous wording

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 wording

Long-lead equipment continued arriving at Thacker Pass and the fabrication yard in Winnemucca. Outstanding long-lead items are expected to be delivered throughout 2026, along with other equipment and construction materials.

Previous wording

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 wording

Over 85% 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 balance is expected in Q3 2026. The Company and Bechtel have worked with the steel supplier to minimize the impact of the Middle East conflict, including the closure of the Strait of Hormuz, on the fabrication and shipment of steel to Thacker Pass. The Company has successfully re-routed steel through the Port of Jeddah.

Previous wording

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 wording

Countercurrent Decantation and Run-of-Mine areas: Thickener Steel and Shell Plates;

Previous wording

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 wording

Given the advanced level of detailed engineering achieved, the Company has commenced a definitive capital estimate, targeting completion by the end of Q3 2026. Advanced 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 and unexpected developments, including implications from tariffs, conflicts in the Middle East, fuel prices, and other inflationary increases not included in the total Capex estimate of $2.93 billion per the Company’s Technical Report. During Q2 2026, the cost environment for activities associated with Thacker Pass was also unfavorably impacted by items such as: reduced open sea lane availability, reductions in the availability of U.S. fabrication capacity, constraints in U.S. logistics, further inflationary pressures as well as an increasingly competitive skilled labor market. Further, total associated tariff exposure, the majority of which is expected to be incurred during 2026, is estimated between $80 million and $100 million.

Previous wording

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 wording

Construction at the Company’s Transload Terminal (“TLT”) west of Winnemucca continues. In Q2 2026, the general site and railroad grading were completed and installation of rail stabilization (geo-membrane) and sub-ballast commenced. Completion of the TLT is targeted in 2027 to align with startup 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 operation’s reagents.

Previous 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.

Current wording

As of June 30, 2026, a total of $1.8 billion of construction capital costs and other project-related costs had been capitalized, of which $1.6 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

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 wording

The table below summarizes Capex in the three and six months ended June 30, 2026, cumulative Capex to June 30, 2026, as well as the Company’s 2026 Capex guidance.

Previous wording

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 wording

Thacker Pass Phase 1 construction costs cumulative to June 30, 2026 and those estimated for fiscal year 2026, do not include $19.5 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

Previous 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.

Current wording

Thacker Pass Phase 1 construction costs cumulative to June 30, 2026, and those estimated for fiscal year 2026, include actual tariffs incurred through June 30, 2026. Thacker Pass Phase 1 construction costs estimate for fiscal year 2026 also include 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

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 wording

Other capitalized development costs are required to be capitalized under U.S. GAAP, though these were not included in the $2.93 billion Capex estimate per the Company’s Technical Report.

Previous wording

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 wording

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 through November 30, 2028. The DOE Loan was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures, and further amended on October 7, 2025 pursuant to an omnibus waiver, consent and amendment (as amended, the “OWCA”), which reduced the expected total loan amount to $2.23 billion (reflecting lower estimated capitalized interest during construction of $256 million).

Previous wording

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 wording

The Company issued to the DOE a warrant to purchase up to 18,268,687 common shares (the “LAC Warrant”), 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, and the JV issued to the DOE the JV Warrant to purchase 8,656,509,695 non-voting units of the JV (together with the LAC Warrant, the “Warrants”), 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. Each Warrant is exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the respective Warrant.

Previous wording

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 wording

In connection with these issuances, 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 may require GM to purchase the JV Warrant (or cause the JV to do so), or, failing agreement on price, exchange it for Company common shares. GM has a corresponding call right following substantial completion of Thacker Pass.

Previous wording

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 wording

Periodic repayments of principal and interest on the DOE Loan commence January 20, 2029, which has a maturity date of July 20, 2048. Prepayment is permitted at any time, subject to certain conditions.

Previous wording

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 wording

As of June 30, 2026, the Company received advances under the DOE Loan of $435.0 million on October 20, 2025, $432.0 million on February 24, 2026, and $342.0 million on June 3, 2026.

Previous 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.

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 (the “JV Transaction”). The JV Transaction closed on December 23, 2024, prior to which the Company transferred its interest and certain other assets into Lithium Nevada Ventures. Under 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 for Phase 1 construction and a $195.0 million letter of credit facility (“LC Facility”) for DOE Loan reserve account collateral (issued for the benefit of Citibank, N.A. in its capacity as collateral agent under the DOE Loan on August 5, 2025).

Previous 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”).

Current wording

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”), extended to 20 years concurrently with the DOE Loan closing. GM also entered into an additional 20-year offtake agreement for up to 38% of Phase 2 volumes (“Phase 2 Offtake Agreement” and, together with the Phase 1 Offtake Agreement, the “Offtake Agreements”), retaining a right of first offer on the remaining Phase 2 balance.

Previous 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.

Current wording

If the DOE exercises the JV Warrant in full, the JV economic interests would (prior to funding of the additional $120 million DOE Loan reserve accounts as required within 12 months of the OWCA) be 59% the Company (which continues as manager of the Project), 36% GM, and 5% DOE, with voting interest unchanged at 62% and 38% for Lithium Americas and GM, respectively. The DOE has observer rights at JV Board meetings for so long as it holds the JV Warrant or non-voting JV units. The DOE and GM have certain rights under the Put, Call and Exchange Agreement that may result in ownership adjustments.

Previous 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.

Current wording

On April 1, 2025 (the “Orion Closing Date”), the Company closed a $250.0 million strategic investment (the “Orion Investment”) 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 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.

Current wording

Orion purchased $195.0 million in aggregate principal amount of senior unsecured convertible notes (the “Notes”) and entered into a production payment agreement (“PPA”) for $25.0 million, under which payments correspond to minerals processed and gross revenue from Thacker Pass (together, the Notes and PPA represent an 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

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.

Current wording

The Notes mature on April 1, 2030 and accrue interest at 9.875% annually, payable quarterly in arrears in cash or, at the Company’s option, by capitalizing to principal. The Notes are convertible at the holder’s option at any time prior to maturity at an initial conversion price of $3.78 per share, subject to certain adjustments. In October 2025, Orion converted $97.5 million of principal, and the Company issued 25.8 million common shares to Orion, with future interest payable reduced pro rata.

Previous wording

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 wording

Under the PPA, Orion is entitled to fixed and variable production payments on the first 41,500 tonnes of lithium processed at Thacker Pass annually, subject to certain adjustments.

Previous wording

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 wording

In August 2024, the Company received approval for a $11.8 million grant from the U.S. Department of War (previously known as the Department of Defense) to support local power infrastructure upgrades and construction of a transloading facility. At June 30, 2026, $6.6 million of eligible costs had been incurred and $5.2 million remained available.

Previous wording

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 wording

Transaction costs decreased to $1.0 million in YTD Q2 2026 (YTD Q2 2025 - $17.6 million). YTD Q2 2026 costs primarily related to advisory and professional fees for the LAC Warrant and JV Warrant issuances on January 30, 2026, while YTD

Previous wording

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.

Current wording

The LAC Warrant and the JV Warrant were initially recognized as financial liabilities on October 7, 2025. A $5.0 million loss on change in fair value of the LAC Warrant was recognized in YTD Q2 2026 (YTD Q2 2025 - $nil), reflecting the increase in the Company’s share price from $4.36 on December 31, 2025 to $4.87 on January 30, 2026, when the LAC Warrant was issued and reclassified to equity. A $9.9 million gain on change in fair value of the JV Warrant, including obligations under the Put, Call and Exchange Agreement, was recognized in YTD Q2 2026 (YTD Q2 2025 - $nil), primarily reflecting the decrease in share price from $4.36 on December 31, 2025 to $3.85 on June 30, 2026.

Previous wording

A gain on the fair value of the embedded derivative associated with the Notes (the “Embedded Derivative”) of $14.3 million was recognized in Q1 2026 (Q1 2025 - $nil). This non-cash fair value gain on the Embedded Derivative primarily reflects the impact of the decrease in the Company’s share price from $4.36 at December 31, 2025 to $3.95 at March 31, 2026.

Current wording

A $20.0 million gain on change in fair value of the embedded derivative associated with the Notes (the “Embedded Derivative”) was recognized in YTD Q2 2026 (YTD Q2 2025 - $6.8 million), primarily reflecting the decrease in the Company’s share price from $4.36 at December 31, 2025 to $3.85 at June 30, 2026.

Previous wording

A loss on financial instruments measured at fair value of $4.6 million was recognized for Q1 2026 (Q1 2025 - $2.0 million), which mainly consisted of a $4.5 million loss on change in fair value of the Company’s investment in Ascend Elements, Inc. (“Ascend Elements”) (Q1 2025 - loss of $1.7 million). As of March 31, 2026, the Company determined the fair value of the investment in Ascend Elements was $nil based on a review of Ascend Elements’ public disclosures, which indicated there was significant uncertainty regarding the recovery of the Company’s investment. For Q1 2025, the loss reflected the overall downturn of the battery recycling market.

Current wording

A $4.7 million loss on financial instruments measured at fair value was recognized in YTD Q2 2026 (YTD Q2 2025 - $2.2 million), primarily consisting of a $4.5 million loss on change in fair value of the Company’s investment in Ascend Elements, Inc. (“Ascend Elements”) (YTD Q2 2025 - $1.8 million loss). During YTD Q2 2026, the Company determined the fair value of the Ascend Elements investment was $nil based on public disclosures indicating significant uncertainty regarding recovery.

Previous wording

Other income for Q1 2026 increased to $6.6 million (Q1 2025 - $1.3 million), primarily driven by higher interest income due to higher balances in interest generating bank accounts, driven largely by proceeds from the ATM programs executed during the year ended December 31, 2025 as well as the quarter ended March 31, 2026.

Current wording

Other income for YTD Q2 2026 increased to $13.3 million (YTD Q2 2025 - $2.7 million), primarily due to higher interest income from increased balances in interest-generating bank accounts, driven largely by proceeds from the Company’s ATM programs.

Showing the first 40 of 65 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Capex estimate per the Company’s Technical Report.

Current report — wording carried from elsewhere

General and administrative expenses increased to $26.2 million in YTD Q2 2026 (YTD Q2 2025 - $14.4 million) due to increased hiring, share-based compensation, community investment, and regulatory and professional fees supporting expanded operations.

Current report — wording carried from elsewhere

an $83.8 million decrease in the LAC Warrant obligation, reflecting the $88.8 million fair value reclassified to equity on January 30, 2026, partly offset by a $5.0 million loss recognized for the fair value increase from December 31, 2025 to January 30, 2026.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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 report — wording carried elsewhere

Accounting for Joint Venture with GM