LITHIUM AMERICAS CORP.

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.

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.

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

Capex estimate per the Company’s Technical Report.

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.

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.

MATERIAL RELATIONSHIPS AND RELATED AGREEMENTS

DOE ATVM Loan Program

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).

On January 30, 2026, as required under the OWCA:

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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.

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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.

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

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.

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.

General Motors Equity Investment, Joint Venture and Offtake

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).

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.

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.

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.

Orion Resource Partners

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.

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.

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.

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.

Yorkville Advisors

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.

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.

Department of War Grant

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.