Lithium Americas Corp 10-Q for FY2025 Q2
Lithium Americas Corp. (LAC)
About this 10-Q
Lithium Americas Corp filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $13.25M
- compared with a net loss of $6.56M a year earlier
- Diluted EPS
- -$0.06
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from To
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of |
(I.R.S. Employer |
Incorporation or Organization) |
Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Toronto Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
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PART I |
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Item 1. |
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5 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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29 |
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Item 4. |
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PART II |
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Item 1. |
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30 |
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Item 1A. |
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30 |
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Item 2. |
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31 |
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Item 3. |
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31 |
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Item 4. |
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31 |
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Item 5. |
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31 |
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Item 6. |
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32 |
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34 |
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1
Cautionary Statement Regarding Forward-Looking Statements
This quarterly report on Form 10-Q, including the documents incorporated by reference, contain “forward-looking information” within the meaning of applicable Canadian securities legislation, and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements” (“FLS”)). All statements, other than statements of historical fact, are FLS and can be identified by the use of statements that include, but are not limited to, words, such as “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “proposes,” “potential,” “target,” “implement,” “schedule,” “forecast,” “intend,” “would,” “could,” “might,” “should,” “believe” and similar terminology, or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. FLS in this quarterly report, including the documents incorporated by reference, includes, but is not limited to: statements relating to the anticipated sources and uses of funds to complete project financing, statements relating to the JV Transaction (as defined herein) with GM (as defined herein), the DOE Loan (as defined herein) and the Orion Investment (as defined herein), including statements regarding satisfaction of draw down conditions on the DOE Loan and expected timing for first draw down on the DOE Loan; expectations about the extent that the JV Transaction, DOE Loan, the Orion Investment and cash on hand would fund the development and construction of the Thacker Pass project (the “Thacker Pass Project”) on schedule or at all; project de-risking initiatives; expectations related to the construction build, job creation and nameplate capacity of the Thacker Pass Project as well as other statements with respect to the Company’s future objectives and strategies to achieve these objectives, including the future prospects of the Company; the estimated cash flow, capitalization and adequacy thereof for the Company; the estimated costs of the development of the Thacker Pass Project, including timing, progress, approach, continuity or change in plans, construction, commissioning, milestones, anticipated production and results thereof and expansion plans; cost and expected benefits of the transloading terminal; cost and expected benefit of the limestone quarry; anticipated timing to resolve, and the expected outcome of, any complaints or claims made or that could be made concerning the permitting process in the United States for the Thacker Pass Project; the timely completion of environmental reviews and related consultations, and receipt or issuance of permits and approvals, in the United States for the Company’s development and resultant operations; outcomes or timing of judicial proceedings; capital expenditures and programs; estimates, and any change in estimates, of the mineral resources and mineral reserves at the Thacker Pass Project; development of mineral resources and mineral reserves; the realization of mineral resources and mineral reserves estimates, including whether certain mineral resources will ever be developed into mineral reserves, and information and underlying assumptions related thereto; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the creation of a battery supply chain in the United States to support the electric vehicle market; the timing and amount of future production, currency exchange and interest rates; the Company’s ability to raise capital; expected expenditures to be made by the Company on the Thacker Pass Project; statements relating to revised capital cost estimates; ability to produce high purity battery grade lithium products; settlement of agreements related to the operation and sale of mineral production as well as contracts in respect of operations and inputs required in the course of production; the timing, cost, quantity, capacity and product quality of production at the Thacker Pass Project; successful development of the Thacker Pass Project, including successful results from the Company’s testing facility and third-party tests related thereto; statements with respect to the expected economics of the Thacker Pass Project, including capital costs, operating costs, sustaining capital requirements, after tax net present value and internal rate of return, pricing assumptions, payback period, sensitivity analyses, net cash flows and life of mine; anticipated job creation and the completion of the workforce hub; the expectation that the National Construction Agreement (Project Labor Agreement) with North America’s Building Trades Unions for construction of Phase 1 of the Thacker Pass Project will minimize construction risk, ensure availability of skilled labor, address the challenges associated with the Thacker Pass Project’s remote location and be effective in prioritizing employment of local and regional skilled craft workers, including members of underrepresented communities; the expected workforce development training program being prepared with Great Basin College; the Company’s commitment to sustainable development, limiting the environmental impact at the Thacker Pass Project and plans for phased reclamation during the life of mine including use benefits of growth media; ability to achieve capital cost efficiencies; anticipated use of any future proceeds and earnings related to the Thacker Pass Project; anticipated plans regarding the payment or non-payment of dividends; as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.
FLS involves known and unknown risks, assumptions and other factors that may cause actual results or performance to differ materially. FLS reflects the Company’s current views about future events, and while considered reasonable by the Company as of the date of this quarterly report, are inherently subject to significant uncertainties and contingencies. Accordingly, there can be no certainty that they will accurately reflect actual results. Assumptions and other factors upon which such FLS is based include, without limitation: expectations regarding Phase 2 of the Thacker Pass Project, including
2
financing; the ability of LN to draw down on the DOE Loan on the anticipated timeline, or at all, and the absence of material adverse events affecting the Company during the construction of the Project; the ability of LN to satisfy all draw down conditions for the DOE Loan in a timely manner; the ability of the Company to perform conditions and meet expectations regarding the Company’s financial resources and future prospects; the ability to meet future objectives and priorities; a cordial business relationship between the Company and third-party strategic and contractual partners; the risk of tax liabilities as a result of the Arrangement (as defined herein) and general business and economic uncertainties and adverse market conditions; the risk that the Arrangement may not be tax-free for income tax purposes and potential significant tax liabilities that the Company may be exposed to if the tax-deferred spinoff rules are not met; the risk of tax indemnity obligations owed by the Company to Lithium Argentina (as defined below) following the Arrangement becoming payable, including as a result of events outside of the Company’s control; the availability of equipment and facilities necessary to complete development and construction of the Thacker Pass Project; unforeseen technological and engineering problems; changes in general economic and geopolitical conditions, including as a result of regulatory changes by the current U.S. presidential administration, higher interest rates, the rate of inflation, a potential economic recession and potential changes in United States trade policy, including the imposition of tariffs and the resulting consequences on, among other things, the extractive resource industry, the green energy transition and the electric vehicle market; uncertainties inherent to feasibility studies and mineral resource and mineral reserve estimates; the mine processing facilities, based on the results of the testing facility and third-party tests, performing as expected; the ability of the Company to secure sufficient additional financing, advance and develop the Thacker Pass Project, and to produce battery grade lithium; the respective benefits and impacts of the Thacker Pass Project when production operations commence; settlement of agreements related to the operation and sale of mineral production as well as contracts in respect of operations and inputs required in the course of production; the Company’s ability to operate in a safe and effective manner, and without material adverse impact from the effects of climate change or severe weather conditions; uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Nevada; demand for lithium, including that such demand is supported by growth in the electric vehicle market and lithium-ion battery market; current technological trends; the impact of increasing competition in the lithium business, and the Company’s competitive position in the industry; continuing support of local communities and the Fort McDermitt Paiute and the Shoshone Tribe in relation to the Thacker Pass Project, and continuing constructive engagement with these and other stakeholders, and any expected benefits of such engagement; risks related to cost, funding and regulatory authorizations to develop a workforce housing facility; the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates; impacts of inflation, deflation, currency exchange rates, interest rates and other general economic and stock market conditions; the impact of unknown financial contingencies, including litigation costs, environmental compliance costs and costs associated with the impacts of climate change, on the Company’s operations; increased attention to environmental, social, governance and safety (“ESG-S”) and sustainability-related matters; risks related to the Company’s public statements with respect to such matters that may be subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” (i.e., misleading information or false claims overstating potential sustainability-related benefits); risks that the Company may face regarding potentially conflicting initiatives from certain U.S. state or other governments; estimates of, and unpredictable changes to, the market prices for lithium products; development and construction costs for the Thacker Pass Project, and costs for any additional exploration work at the project; estimates of mineral resources and mineral reserves, including whether mineral resources not included in mineral reserves will be further developed into mineral reserves; some of the modifying factors used to convert mineral resources to mineral reserves may change materially, and could materially impact the mineral reserve estimate; reliability of technical data; anticipated timing and results of exploration, development and construction activities, including the impact of ongoing supply chain disruptions and availability of equipment and supplies on such timing; timely responses from governmental agencies responsible for reviewing and considering the Company’s permitting activities at the Thacker Pass Project; availability of technology, including low carbon energy sources and water rights, on acceptable terms to advance the Thacker Pass Project; government regulation of mining operations and mergers and acquisitions activity, and treatment under governmental, regulatory and taxation regimes; ability to realize expected benefits from investments in or partnerships with third parties; accuracy of development budgets and construction estimates; that the Company will meet its future objectives and priorities; that the Company will have access to adequate capital to fund its future projects and plans; that such future projects and plans will proceed as anticipated; compliance by the JV Partners (as defined herein) with terms of agreements and the ability of the JV Partners to fund their share of funding obligations for the Thacker Pass Project; the lack of any material disputes or disagreements between the JV Partners; the regulation of the mining industry by various governmental agencies; as well as assumptions concerning general economic and industry growth rates, commodity prices, resource estimates, currency exchange and interest rates and competitive conditions. Although the Company believes that the assumptions and expectations reflected in such FLS are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct.
3
Readers are cautioned that the foregoing lists of factors are not exhaustive. There can be no assurance that FLS will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, readers are cautioned not to place undue reliance on this information, and that this information may not be appropriate for any other purpose, including investment purposes. The Company’s actual results could differ materially from those anticipated in any FLS as a result of the risk factors described under Part II, Item 1A, “Risk Factors” in this Form 10-Q and elsewhere throughout this report, the risks described under Part I, Item 1A, “Risk Factors” in our Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), filed with the U.S. Securities and Exchange Commission (the “SEC”) and elsewhere throughout that report, in the Company’s other continuous disclosure documents available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and other risks, many of which our beyond our control. All FLS contained in this quarterly report is expressly qualified by the risk factors set out in the aforementioned documents. Readers are further cautioned to review the full description of risks, uncertainties and management’s assumptions in the aforementioned documents and other disclosure documents available on SEDAR+ and on EDGAR. The Company does not undertake any obligation to update or revise any FLS, whether as a result of new information, future events or otherwise, except as required by law.
4
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars, except for shares in thousands)
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
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June 30, 2025 |
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December 31, 2024 |
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ASSETS |
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Cash (Note 2) |
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$ |
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$ |
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Receivables |
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Prepaids and deposits |
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Total current assets |
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Investments measured at fair value |
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Restricted cash |
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Mineral properties, plant and equipment, net (Note 3) |
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Deferred financing costs |
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Other assets |
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Total assets 1 |
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$ |
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$ |
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LIABILITIES |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities (Note 4) |
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Current portion of lease liabilities (Note 5) |
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Total current liabilities |
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Convertible debt and conversion feature (Note 7) |
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Royalty and production payment arrangements (Note 7) |
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Lease liabilities (Note 5) |
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Reclamation liabilities |
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Other liabilities |
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Total liabilities 1 |
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Non-controlling interest (Note 6) |
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STOCKHOLDERS’ EQUITY |
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Common stock, |
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Additional paid-in capital |
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Accumulated deficit |
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( |
) |
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( |
) |
Total stockholders’ equity |
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Total liabilities, non-controlling interest and stockholders’ equity |
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$ |
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$ |
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Subsequent event (Note 15)
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
1
5
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars, except for per share amounts and shares in thousands)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Operating expenses |
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Exploration expenditures |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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General and administrative expenses (Note 10) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Total operating expenses |
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( |
) |
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( |
) |
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( |
) |
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( |
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Other income (expense) |
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Transaction costs (Note 11) |
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( |
) |
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( |
) |
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( |
) |
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( |
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Gain (loss) on financial instruments measured at fair value |
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( |
) |
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( |
) |
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Interest expense |
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( |
) |
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( |
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Other income |
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Total other expense |
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( |
) |
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( |
) |
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( |
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( |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net loss attributable to: |
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Common stockholders |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Non-controlling interest |
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( |
) |
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( |
) |
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Total |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net loss per share attributable to common stockholders, basic and diluted (Note 9) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted average number of common shares outstanding, basic and diluted |
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The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
6
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars, except for shares in thousands)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
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Common stock |
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Number |
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Amount |
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Additional |
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Accumulated |
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Total equity |
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Non- |
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Total |
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Balance, January 1, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Shares issued on conversion of stock-based awards |
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( |
) |
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- |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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( |
) |
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( |
) |
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- |
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( |
) |
Balance, March 31, 2024 |
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( |
) |
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Issuance of common stock, net of issuance costs |
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- |
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- |
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- |
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Shares issued on conversion of stock-based awards |
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( |
) |
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- |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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( |
) |
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( |
) |
|
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- |
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( |
) |
Balance, June 30, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
- |
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$ |
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|||||
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Balance, January 1, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Shares issued on conversion of stock-based awards |
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( |
) |
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- |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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|
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Balance, March 31, 2025 |
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( |
) |
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Shares issued under At-the-Market Program, net of issuance costs (Note 8) |
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- |
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- |
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- |
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|
|
|
||||
Investment of General Motors to Lithium Nevada Ventures LLC (Note 6) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
|
||
Shares issued on conversion of stock-based awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
7
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
(Expressed in thousands of U.S. dollars)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments for: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Amortization of right-of-use asset |
|
|
|
|
|
|
||
(Gain)/loss on financial instruments measured at fair value |
|
|
( |
) |
|
|
|
|
Other items |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase)/decrease in receivables |
|
|
( |
) |
|
|
|
|
Decrease in prepaids and deposits |
|
|
|
|
|
|
||
Increase in accounts payable |
|
|
|
|
|
|
||
Decrease in accrued liabilities |
|
|
( |
) |
|
|
( |
) |
Operating lease payments, net of non-cash interest accrual |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Investing activities |
|
|
|
|
|
|
||
Additions to mineral properties, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities |
|
|
|
|
|
|
||
Proceeds from convertible debt and production payments arrangements, net of issuance and transaction costs |
|
|
|
|
|
|
||
Proceeds from issuance of non-controlling interest |
|
|
|
|
|
|
||
Proceeds from At-the-Market Program, net of issuance costs |
|
|
|
|
|
|
||
Proceeds from public offering, net of issuance costs |
|
|
|
|
|
|
||
Deferred financing fees |
|
|
( |
) |
|
|
|
|
Principal payments on finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net increase/(decrease) in cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period 1 |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, end of period 1 |
|
$ |
|
|
$ |
|
||
Supplemental disclosure with respect to cash flows (Note 12)
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements.
8
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Background and Nature of Operations
Lithium Americas Corp., (the “Company” or “LAC”) is principally focused on development of Thacker Pass (“Thacker Pass”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The Company operates in one operating segment and one geographical area. The development of Thacker Pass is undertaken through a joint venture with General Motors Holdings LLC (“GM”) (Note 6).
The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.”
To date, the Company has not generated revenues from operations and has relied on equity financing to fund operations. The underlying values of mineral properties, plant and equipment, including Thacker Pass, are dependent on the existence of economically recoverable reserves, maintaining title and beneficial interest in the properties, and the ability of the Company to draw upon debt financing arrangements and raise additional capital to complete development and to attain future profitable operations.
Basis of Presentation
The unaudited condensed consolidated interim financial statements (the “Interim Statements”) of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by US GAAP for complete financial statements. The Interim Statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows for the interim periods reported. The operating results for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full year. These Interim Statements are expressed in U.S. dollars (“USD”), the Company’s presentation and functional currency.
These Interim Statements should be read in conjunction with the annual consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 28, 2025 (the “Fiscal 2024 Annual Financial Statements”). These policies have been applied on a consistent basis for all periods, with the exception of new accounting policies for convertible debt and embedded derivatives described below. Information related to recent accounting pronouncements, which are not yet effective, is included in Note 2 to the consolidated financial statements for the year ended December 31, 2024.
These Interim Statements have been prepared on the assumption that the Company is a going concern and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the next 12 months.
Significant Accounting Policies
Convertible debt
The Company accounts for convertible debt as debt and, except for any bifurcated embedded derivative or equity components, is recorded at amortized cost unless a fair value election is applied. Interest related to the debt 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. Where there is a feature in the convertible debt that meets the definition of a derivative and is required to be separated by GAAP, the embedded feature is accounted for separately.
9
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Embedded derivatives
Embedded derivatives that are not closely related and are required to be accounted for separately from the host contract are initially measured at fair value and subsequently re-measured at fair value at each balance sheet date, with changes in fair value recognized in the consolidated statement of loss.
|
|
June 30, |
|
|
December 31, |
|
||
Cash |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
As at June 30, 2025, $
|
|
June 30, |
|
|
December 31, |
|
||
Thacker Pass |
|
$ |
|
|
$ |
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Finance lease right-of-use assets |
|
|
|
|
|
|
||
Construction in progress 1 |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total mineral properties, plant and equipment |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Mineral properties, plant and equipment, net |
|
$ |
|
|
$ |
|
||
1
During the three and six months ended June 30, 2025, stock-based compensation related to restricted share units (“RSUs”) of $
Accrued liabilities are comprised of the following items:
|
|
June 30, |
|
|
December 31, |
|
||
Trade accruals |
|
$ |
|
|
$ |
|
||
Employee-related benefits |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
10
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Leases liabilities include the following:
|
|
June 30, |
|
|
December 31, |
|
||
Finance leases |
|
|
|
|
|
|
||
Vehicle and equipment leases |
|
$ |
|
|
$ |
|
||
Operating leases |
|
|
|
|
|
|
||
Office leases |
|
|
|
|
|
|
||
Land lease |
|
|
|
|
|
|
||
Current portion of lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Finance leases |
|
|
|
|
|
|
||
Vehicle and equipment leases |
|
$ |
|
|
$ |
|
||
Operating leases |
|
|
|
|
|
|
||
Office leases |
|
|
|
|
|
|
||
Land lease |
|
|
|
|
|
|
||
Non-current portion of lease liabilities |
|
$ |
|
|
$ |
|
||
On April 1, 2025, contemporaneously with the closing of the strategic investment with Orion Resource Partners LP (“Orion”) (Note 7), LAC and GM announced the final investment decision (“FID”) for Thacker Pass Phase 1 and made cash contributions to the JV of $
The Company has 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 LLC (“Lithium Nevada Ventures”), the JV, in these condensed consolidated interim financial statements.
11
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of June 30, 2025 and December 31, 2024, are as follows:
|
|
June 30, |
|
|
December 31, |
|
||
Assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
( |
) |
|
|
( |
) |
Net assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
GM's non-controlling interest |
|
$ |
|
|
$ |
|
||
The Company's controlling interest |
|
|
|
|
|
|
||
Net assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-controlling interest in Lithium Nevada Ventures |
|
|
|
|
|
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
On initial recognition as at December 20, 2024 |
|
|
|
|
|
|
||
GM FID capital contribution |
|
|
|
|
|
|
||
Non-controlling interests share of loss 1 |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
The assets of the JV, including cash of $
The Company’s maximum exposure to loss includes (i) the carrying value of the Company’s interest as shown above; (ii) upon funding of the DOE Loan, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the $
On April 1, 2025, the Company closed the strategic investment of $
At closing, Orion purchased senior unsecured convertible notes with an aggregate principal amount of $
At closing, Orion paid $
12
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
On April 1, 2025, the Company allocated the proceeds of the Orion Investment as follows:
Convertible Debt |
|
$ |
|
|
Embedded Derivative - conversion feature |
|
|
|
|
Less: deferred transactions costs |
|
|
( |
) |
Total proceeds allocated to the Convertible Debt |
|
$ |
|
|
|
|
|
|
|
Production Payment Agreement |
|
|
|
|
Less: deferred transactions costs |
|
|
( |
) |
Total proceeds allocated to the Production Payment Agreement |
|
$ |
|
|
The following reconciliation includes initial recognition of the components of the Orion Investment and activity to June 30, 2025:
|
|
Convertible Debt |
|
|
Production Payment |
|
|||||||||||
|
|
Principal |
|
Unamortized Discount |
|
Embedded Derivative |
|
Total Convertible Debt |
|
|
Principal |
|
|||||
Initial recognition on April 1, 2025 |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
$ |
|
||||
Deferred interest cost |
|
|
|
|
- |
|
|
- |
|
|
|
|
|
- |
|
||
Discount amortization |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|||
Change in fair value recognized in statement of loss |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
|
|
- |
|
Balance, June 30, 2025 |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
$ |
|
||||
Convertible Debt
The Notes accrue interest payable quarterly in arrears at an annual rate of
The conversion of Notes is settleable in common shares, subject to a cap (the “Conversion Cap”). Any excess of convertible shares over the Conversion Cap is settleable in cash, subject to a beneficial ownership limitation applicable to the holder at the time of conversion. As a result of this potential partial cash settlement feature, the conversion feature is accounted for as an embedded derivative (the “Embedded Derivative”), measured at fair value with changes in fair value recorded in the condensed consolidated statements of loss.
Principal and deferred interest on the Notes are due at maturity on
The Company incurred transaction costs of $
The effective interest was
13
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Production Payment Agreement and Royalty
Under the terms of the PPA, Orion will receive (i) fixed payments of $
In addition, the Company is obligated under a separate 2013 royalty agreement to pay an
|
|
June 30, |
|
|
December 31, |
|
||
Production Payment Agreement |
|
$ |
|
|
$ |
|
||
Royalty |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Common stock – At-the-Market Program
On May 15, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares,
Equity Incentive Plan
Basic and diluted net loss per share is computed by dividing the net loss attributable to the Company’s shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similar to basic loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of equity instruments, if dilutive. Potentially dilutive common shares include stock options, RSUs, deferred share units (“DSUs”), and PSUs.
14
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
The following table summarizes the Company’s general and administrative expenses:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Salaries, benefits and directors’ fees1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Office and administration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory and filing fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Travel |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investor relations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company has expensed transaction costs in relation to the following transactions:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
DOE Loan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
GM's non-controlling interest related to the JV |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible debt Embedded Derivative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Interest received on cash deposits |
|
$ |
|
|
$ |
|
||
Interest paid |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Non-cash investing and financing activities |
|
|
|
|
|
|
||
Total non-cash changes to mineral properties, plant and equipment composed of: |
|
$ |
|
|
$ |
|
||
Capitalization of stock-based compensation |
|
|
|
|
|
|
||
Capitalization of depreciation |
|
|
|
|
|
|
||
Capitalization of interest on the Orion Investment |
|
|
|
|
|
|
||
Capitalization of non-cash interest |
|
|
|
|
|
|
||
Deposits on long-lead equipment and other long-term prepaids |
|
|
|
|
|
|
||
Other non-cash transactions including working capital changes |
|
|
|
|
|
( |
) |
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
15
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
Fair value measurement
Except as disclosed below, the carrying value of the financial assets and liabilities where the measurement basis is other than fair value approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since the original date. Cash and cash equivalents, receivables, accounts payable and royalty obligations, Notes and PPA are measured at amortized cost.
The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified in the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. The fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities. At June 30, 2025 and December 31, 2024, there were no financial assets and financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition.
|
|
|
|
Fair Value at |
|
|||||
|
|
Category |
|
June 30, |
|
|
December 31, |
|
||
Financial assets |
|
|
|
|
|
|
|
|
||
Investment in Green Technology Metals Limited 1 |
|
Level 1 |
|
$ |
|
|
$ |
|
||
Investment in Ascend Elements, Inc. 2 |
|
Level 3 |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
Financial liabilities |
|
|
|
|
|
|
|
|
||
Embedded Derivative - conversion feature (Note 7) 3 |
|
Level 3 |
|
$ |
|
|
$ |
|
||
The Company has, where appropriate, estimated the fair value of financial instruments for which the amortized cost carrying value may be significantly different than the fair value. As of June 30, 2025 and December 31, 2024, this includes the following:
16
LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except for per share amounts; shares and equity instruments in thousands)
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
Royalty obligation (Note 7) 1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Production payment obligation (Note 7) 2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible Debt (Note 7) 3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the three months ended June 30, 2024, a gain on change in fair value of $
The Company has entered into certain long-term 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. These commitments contain certain fixed and determinable cost components, as well as components that are variable based on time and materials.
|
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
Thereafter |
|
||||||
Long-lead equipment |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||
17
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 six months ended June 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 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 consolidated financial statements and the notes thereto included in this Form 10-Q.
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.
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.
The 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 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.
The Company’s fiscal year is the 12-month period ending December 31. All references to “Q2 2025” and “Q2 2024” are to the fiscal quarters for the three-month periods ended June 30, 2025 and June 30, 2024 respectively. All references to “YTD Q2 2025” and “YTD Q2 2024” are to the six-month periods ended June 30, 2025 and June 30, 2024, respectively. Amounts stated in this MD&A are in United States dollars, unless otherwise indicated.
COMPANY BACKGROUND
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 consolidated financial statements of the Company.
The Company was incorporated on January 23, 2023 under the Business Corporations Act (British Columbia). The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.” The Company accounts for the business in one segment and one geographical area.
18
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
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.
The Company’s head office and principal address is Suite 3260, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.
Q2 2025 PROJECT AND CONSTRUCTION HIGHLIGHTS
19
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Q2 2025 FINANCIAL AND CORPORATE HIGHLIGHTS
MATERIAL RELATIONSHIPS AND RELATED AGREEMENTS
DOE ATVM Loan Program
On October 28, 2024, the Company closed the $2.26 billion DOE Loan from the U.S. DOE Loan Programs Office under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program, for financing the construction of Phase 1 processing facilities at Thacker Pass. The $2.26 billion DOE Loan includes principal of $1.97 billion and capitalized interest during construction, which is estimated to be $290 million over a three-year period. The DOE Loan has a 24-year maturity (from the date of first draw on the DOE Loan) 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. 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.
20
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Other key terms include customary covenants and events of default for a project finance loan facility and customary conditions precedent to loan effectiveness and advances for a project finance loan facility.
The Company currently expects to make the first draw on the DOE Loan sometime in H2 2025, subject to meeting certain conditions precedent.
General Motors Equity Investment, Joint Venture and Offtake
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.
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.
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 to accommodate changes relating to the JV Transaction.
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:
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
21
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
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.
The Company and GM terminated the Tranche 2 Investment subscription agreement concurrent with the execution of the JV Investment Agreement.
Orion Resource Partners
On April 1, 2025, the Company closed the previously announced Orion Investment, representing an aggregate $250 million investment comprised of the Notes, the PPA and a commitment 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 and upon request by the Company.
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 ($152 per tonne assuming draw of the Delayed Draw Notes) of the total lithium produced each year at Thacker Pass for a period of 72 quarters after first production. Orion will receive additional variable payments of 0.96% of total gross revenue (1.14% of total gross revenue assuming draw of the Delayed Draw Notes) for the life of the mine. Both fixed and variable payments will only apply to the first 41,500 tonnes of lithium produced each year and are subject to certain adjustments relating to total Phase 1 project costs. The production payments are also subject to certain adjustments related to the tonnage of battery-grade lithium carbonate equivalent sold. The variable payments are also subject to certain adjustments related to the future price of lithium.
Lithium Americas has granted Orion the right to designate an Independent Engineer and an Independent Environmental and Social Consultant to a newly established technical committee of the Company’s management team to monitor development.
RESULTS OF OPERATIONS
The selected consolidated financial information set out below has been derived from the Company's audited consolidated annual financial statements and unaudited condensed consolidated interim statements and should be read in conjunction with those consolidated financial statements and the related notes thereto.
The Six Months Ended June 30, 2025 compared with the Six Months Ended June 30, 2024
The following table provides a summary of the Company’s condensed consolidated results of operations for YTD Q2 2025 compared with YTD Q2 2024:
|
|
For the Six Months Ended June 30, |
|
|
Increase/ |
|
||||||
(in US$ millions except for share amounts) |
|
2025 |
|
|
2024 |
|
|
(decrease) |
|
|||
General and administrative expenses |
|
$ |
14.4 |
|
|
$ |
12.2 |
|
|
$ |
2.2 |
|
Transaction costs |
|
|
17.6 |
|
|
|
2.2 |
|
|
|
15.4 |
|
(Gain)/loss on financial instruments measured at fair value |
|
|
(4.6 |
) |
|
|
4.5 |
|
|
|
(9.1 |
) |
Other income |
|
|
(2.7 |
) |
|
|
(6.1 |
) |
|
|
(3.4 |
) |
Net loss |
|
|
24.8 |
|
|
|
12.8 |
|
|
|
12.0 |
|
Net loss attributable to LAC stockholders |
|
|
23.1 |
|
|
|
12.8 |
|
|
|
10.3 |
|
Net loss per share – basic and diluted attributable to common stockholders |
|
|
(0.11 |
) |
|
|
(0.07 |
) |
|
|
0.04 |
|
General and administrative expenses for YTD Q2 2025 increased to $14.4 million (YTD Q2 2024 - $12.2 million), which is due mainly to higher salaries, professional fees and office and administration fees in YTD Q2 2025, reflecting the ongoing
22
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
costs of the Company's transition to domestic filer as well as increased reporting obligations associated with the DOE Loan and formation of the JV.
Transaction costs for YTD Q2 2025 increased to $17.6 million (YTD Q2 2024 - $2.2 million), which is due mainly to advisory and professional fees associated with the Orion Investment and advisory fees due upon achieving FID for Thacker Pass Phase 1. Transaction costs in YTD Q2 2024 primarily related to negotiating and advancing towards closing the DOE Loan.
The Gain/(loss) on financial instruments measured at fair value is comprised of changes in the fair value of financial instruments, including an embedded derivative associated with the Notes, the Company’s investments in GT1 and Ascend Elements, and, in YTD Q2 2024, the Tranche 2 Investment liability. As the Notes include a potential partial cash settlement feature, the Company recognizes an embedded derivative (the “Embedded Derivative”) which is valued at fair value each balance sheet date. A gain on change in the fair value of the Embedded Derivative of $6.8 million was recognized at June 30, 2025 representing the gain since initial recognition of the Embedded Derivative at fair value on April 1, 2025. The loss on change in fair value of the investment in GT1 of $0.4 million for YTD Q2 2025 was lower than the loss of $1.9 million for YTD Q2 2024, reflecting the publicly-listed share price of GT1 at these respective dates. The loss on change in fair value of the investment in Ascend Elements for YTD Q2 2025 of $1.8 million compared with a loss of $2.6 million for YTD Q2 2024, reflecting the overall downturn of the battery recycling market in 2024 that continued into Q2 2025. The loss on change in fair value of the Tranche 2 Investment liability of $0.01 million for YTD Q2 2024 reflects the decrease in the market value of the Company’s share price during that time and a decrease in the volatility assumption. The Tranche 2 Investment agreement that included the Tranche 2 Investment liability was terminated on October 15, 2024.
Other income of $2.7 million for YTD Q2 2025 decreased when compared with $6.1 million for YTD Q2 2024, which was mainly due to higher balances invested in interest generating investments in YTD Q2 2024 compared with YTD Q2 2025.
The Three Months Ended June 30, 2025 compared with the Three Months Ended June 30, 2024
The following table provides a summary of the Company’s condensed consolidated results of operations for Q2 2025 compared with Q2 2024:
|
|
Three Months Ended June 30, |
|
|
Increase/ |
|
||||||
(in US$ millions except for share amounts) |
|
2025 |
|
|
2024 |
|
|
(decrease) |
|
|||
General and administrative expenses |
|
$ |
7.8 |
|
|
$ |
6.4 |
|
|
$ |
1.4 |
|
Transaction costs |
|
|
13.3 |
|
|
|
1.3 |
|
|
|
12.0 |
|
(Gain)/loss on financial instruments measured at fair value |
|
|
(6.5 |
) |
|
|
3.0 |
|
|
|
(9.5 |
) |
Other income |
|
|
(1.4 |
) |
|
|
(4.2 |
) |
|
|
(2.8 |
) |
Net loss |
|
|
13.2 |
|
|
|
6.6 |
|
|
|
6.6 |
|
Net loss attributable to LAC stockholders |
|
|
12.4 |
|
|
|
6.6 |
|
|
|
5.8 |
|
Net loss per share – basic and diluted attributable to common stockholders |
|
|
(0.06 |
) |
|
|
(0.03 |
) |
|
|
0.03 |
|
General and administrative expenses for Q2 2025 increased to $7.8 million (Q2 2024 - $6.4 million), due mainly to higher salaries, professional fees and office and administration fees in Q2 2025, reflecting the ongoing costs of the Company's transition to domestic filer as well as increased reporting obligations associated with the DOE Loan and formation of the JV.
Transaction costs for Q2 2025 increased to $13.3 million (Q2 2024 - $1.3 million), due mainly to third-party transaction costs associated with the Orion Investment and advisory fees due upon achieving FID for Phase 1 at Thacker Pass. Transaction costs in Q2 2024 primarily related to negotiating and advancing towards closing the DOE Loan.
The Gain/(loss) on financial instruments measured at fair value includes changes in the fair value of financial instruments, including the Embedded Derivative, the Company’s investments in GT1 and Ascend Elements, and, in Q2 2024, the Tranche 2 Investment liability. A gain on change in the fair value of the Embedded Derivative of $6.8 million represents the gain at June 30, 2025 since the Embedded Derivative was initially recognized at fair value on April 1, 2025. The loss on change in fair value of the investment in GT1 of $0.2 million for Q2 2025 was lower than the loss of $0.6 million for Q2 2024, reflecting the publicly-listed share price of GT1 at these respective dates. The loss on change in fair value of the investment in Ascend Elements for Q2 2025 of $0.1 million compared with a loss of $2.6 million for Q2 2024, reflecting the overall downturn of the
23
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
battery recycling market in 2024 that continued into Q1 2025. The gain on change in fair value of the Tranche 2 Investment liability of $0.2 million for Q2 2024 reflects the decrease in the market value of the Company’s share price during that time and an increase in the volatility assumption. The Tranche 2 Investment agreement that included the Tranche 2 Investment liability was terminated on October 15, 2024.
Other income of $1.4 million for Q2 2025 decreased compared with $4.2 million for Q2 2024, which was due mainly to higher balances invested in interest generating investments in Q2 2024 compared with Q2 2025.
Selected financial position information
(in US$ millions) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
Increase/ |
|
|||
Cash and restricted cash |
|
$ |
509.1 |
|
|
$ |
594.2 |
|
|
$ |
(85.1 |
) |
Mineral properties, plant and equipment, net |
|
|
810.1 |
|
|
|
398.9 |
|
|
|
411.2 |
|
Total assets |
|
|
1,339.1 |
|
|
|
1,044.9 |
|
|
|
294.2 |
|
Total liabilities |
|
|
303.3 |
|
|
|
99.6 |
|
|
|
203.7 |
|
Total long-term liabilities |
|
|
251.5 |
|
|
|
41.3 |
|
|
|
210.2 |
|
In YTD Q2 2025, total assets increased due mainly to the Orion Investment and contributions made to the JV by GM upon declaring FID at Thacker Pass, which was partially offset by payment of accrued liabilities at December 31, 2024, which related mainly to transaction costs, as well as cash used to fund operating costs in YTD Q2 2025. Mineral properties, plant and equipment increased mainly due to the capitalization of Thacker Pass construction costs and the installation of WFH units.
In YTD Q2 2025, total liabilities increased due mainly to amounts associated with the Notes and the PPA, which were both non-current at June 30, 2025.
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 to generate any revenue from operations until Thacker Pass begins production. Thacker Pass is targeting completion in late 2027 with ramp up during 2028.
As at June 30, 2025, the Company had cash and restricted cash of $509.1 million (December 31, 2024 - $594.2 million); and working capital (non-GAAP) of $459.9 million (December 31, 2024 - $543.9 million).
On May 15, 2025, in connection with the ATM Program, 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 $100 million (or the Canadian dollar equivalent). The Company intends to use the net proceeds from the ATM Program for 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 30 June 2025, the Company had issued and sold 3.361 million common shares at an average price of $2.76 per share under the ATM Program for aggregate net proceeds of $8.5 million after sales agents commission and other expenses.
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 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, as described above in the section “Material Relationships and Related Agreements”.
24
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
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. The JV Transaction, which is described above in the section “Material Relationships and Related Agreements”, delivers $625 million of cash and letters of credit from GM to Thacker Pass.
On April 22, 2024, the Company completed an underwritten public offering (the “Offering”) for aggregate gross proceeds to the Company of $275 million or net proceeds of approximately $262 million after deducting fees and share issuance costs.
At June 30, 2025, the Company's net assets of $1,036 million included $1,104 million held in the JV (inclusive of GM's non-controlling interest), of which $724 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 $10 million).
The Company believes that it will have sufficient cash resources to carry out its business plans, including the currently planned development activities at Thacker Pass, for at least the next 12 months. Over the long-term, the Company expects to meet its obligations and fund the development of Thacker Pass through the financings it has secured, which are described above; however, due to the conditions associated with such financings, there can be no assurance that the Company will successfully complete all of its contemplated financing plans. Additionally, the Company may, from time to time, and on an opportunistic basis as market conditions permit, engage in capital markets transactions to provide additional financing to support its capital and operating needs. The Company does not engage in currency hedging to offset any risk of currency fluctuations.
The Company has entered into long-term purchase agreements related to long-lead equipment, infrastructure and services related to the construction of the processing plant as well as development and mining services at Thacker Pass. These agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials.
Cash Flow
Cash Flow Highlights |
|
Six Months Ended June 30, |
|
|||||
(in US$ millions) |
|
2025 |
|
|
2024 |
|
||
Cash used in operating activities |
|
$ |
(49.5 |
) |
|
$ |
(4.8 |
) |
Cash used in investing activities |
|
|
(353.5 |
) |
|
|
(77.0 |
) |
Cash provided by financing activities |
|
|
317.9 |
|
|
|
262.2 |
|
Change in cash, cash equivalents and restricted cash |
|
|
(85.1 |
) |
|
|
180.3 |
|
Cash, cash equivalents and restricted cash – beginning of period |
|
|
594.2 |
|
|
|
195.8 |
|
Cash, cash equivalents and restricted cash – end of period |
|
$ |
509.1 |
|
|
$ |
376.1 |
|
Operating Activities
Cash used in operating activities during the six months ended June 30, 2025 increased to $49.5 million compared with $4.8 million during the six months ended June 30, 2024, which is primarily attributable to larger operating losses reflecting higher general and administrative expenses and higher transaction costs, partially offset by a gain in H1 2025 on financial instruments measured at fair value, as well as changes in working capital (non-GAAP).
Investing Activities
25
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
Cash used in investing activities for the six months ended June 30, 2025, was $353.5 million compared with $77.0 million for the six months ended June 30, 2024, which primarily reflects a higher level of construction activity at Thacker Pass. Construction activity increased at Thacker Pass subsequent to the closing of the DOE Loan and JV in the fourth quarter of 2024, and FID on April 1, 2025.
Financing Activities
Cash provided by financing activities for the six months ended June 30, 2025 increased to $317.9 million compared with $262.2 million for the six months ended June 30, 2024. During YTD Q2 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 $8.5 million in net proceeds from the ATM Program, partially offset by principal payments for finance lease obligations and deferred financing fees. During YTD Q2 2024, the majority of cash provided by financing activities related to the proceeds from the Offering.
Contractual Obligations
The Company’s contractual obligations, commitments under long-term purchase agreements and other commitments as at June 30, 2025 are disclosed in Notes 5, 7 and 14 to the condensed consolidated interim financial statements for the six months ended June 30, 2025.
OFF-BALANCE SHEET ARRANGEMENTS
As at June 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.
DECOMMISSIONING PROVISION AND RECLAMATION BOND
The carrying value of the liability for decommissioning relating to exploration and development activities at Thacker Pass as at June 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.
CRITICAL ACCOUNTING ESTIMATES
The June 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.
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 six months ended June 30, 2025.
Accounting for the Agreements with General Motors
Accounting for the agreements with GM requires management to make judgments in determining that no portion of the investment proceeds by GM were attributable to the Offtake Agreements, which management concluded contained a market pricing structure. The Company’s assessment was informed by a competitive process for the investment and offtake agreements on a combined basis.
The fair value of the Tranche 2 Investment with GM involves estimation, which was determined using Monte Carlo simulation. The simulation of the fair value required significant assumptions, including expected volatility of the Company’s
26
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
share price, a risk- free rate and no expected dividends. On October 15, 2024, the Company and GM terminated the Tranche 2 Investment subscription agreement concurrent with the execution of the JV Investment Agreement.
Assessment of Impairment of Thacker Pass
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.
Accounting for Joint Venture with GM
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 consolidated financial statements.
Accounting for Convertible Debt and Embedded Derivative
The Company determined that the convertible debt included an embedded derivative attributable to the potential partial cash settlement feature and allocated the proceeds received between the host debt and embedded derivative. The Company determined that the conversion option is not considered closely related to the debt host and should be accounted for as an embedded derivative valued initially on April 1, 2025 and then revalued at fair value at balance sheet dates, with the gains and losses recognized in the condensed consolidated statement of net loss.
The fair value of the embedded derivative was determined using a partial differential equation method which required the Company to make estimates and assumptions regarding share volatility, risk-free interest rate and dividend payments.
Royalties and Production Payments
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.
Accounting Developments
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.
USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATION
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-US GAAP measure is
27
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Expressed in US dollars, unless stated otherwise)
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.
“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.
|
|
June 30, |
|
|
December 31, |
|
|
Change |
|
|||
Current assets |
|
$ |
511,715 |
|
|
$ |
602,175 |
|
|
$ |
(90,460 |
) |
Less: current liabilities |
|
|
51,802 |
|
|
|
58,280 |
|
|
|
(6,478 |
) |
Working capital (non-US GAAP) |
|
$ |
459,913 |
|
|
$ |
543,895 |
|
|
$ |
(83,982 |
) |
28
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's exposure to market risk is described in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk of the annual report on Form 10-K for the year ended December 31, 2024. The Company believes its exposure to market risk has not changed materially since then.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2025. Based on the foregoing, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and such information is accumulated and communicated to management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting that occurred during the most recent quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
29
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been involved in various legal and regulatory actions and proceedings, which arise in the ordinary course of business. While the final outcomes of such actions and proceedings cannot be predicted with certainty, management believes that the resolution of such actions and proceedings will not have a material impact on the Company’s condensed consolidated financial statements or results of operations.
In February 2023, the Company’s application with the State of Nevada Division of Water Resources (“NDWR”) for the transfer of certain water rights for Phase 1 of Thacker Pass was approved by the State Engineer. The State Engineer’s Office issued the final water rights permits on June 30, 2023 and July 3, 2023, authorizing the Company to use its water production wells. In March 2023, the State Engineer’s decision was appealed in state court by a local ranching company. In April 2025, the court upheld the State Engineer’s decision in relation to due process and most of the other issues were appealed, while remanding two questions to the State Engineer for further analysis. On June 20, 2025, the NDWR directed the Company to cease pumping from certain wells pending the agency’s consideration of the remand, although the agency subsequently extended the date for the Company to demonstrate compliance with the directive. On July 30, 2025, the Company finalized a settlement agreement with the ranching company. Currently, the parties are jointly seeking dismissal of the water-rights litigation and a vacatur of the remand order in the courts to complete the resolution of this issue and confirm LAC’s water rights.
Item 1a. Risk Factors
Except as set forth below, there have been no material changes to the risk factors disclosed in Part I. Item 1A. Risk Factors of the Company's annual report on Form 10-K for the year ended December 31, 2024 and Form 10-Q for the three months ended March 31, 2025.
Changes in U.S. trade policy and the impact of tariffs and other trade measures could adversely affect the Company's business, results of operations and financial condition.
The Company's business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. For example, on June 3, 2025, the U.S. government increased the 25% tariff on steel and aluminum imports announced on March 12, 2025, to 50%. On April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all foreign countries and an additional individualized reciprocal tariff on the countries with which the U.S. has the largest trade deficits, including China and other southeast Asian countries where the Company does business and sources equipment. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions are unprecedented, have caused substantial uncertainty and volatility in financial markets. It remains unclear to what extent, upon which countries, and upon which terms, tariffs may be levied.
The Company's business requires access to steel and other raw materials for use in the construction of Thacker Pass. Any imposition of or increase in tariffs on imports of steel or other raw materials, as well as corresponding price increases for such materials available domestically, could increase the Company's construction costs and negatively impact the Company's ability to complete the construction of Thacker Pass on budget. Higher materials costs could also diminish the Company's ability to develop new projects at acceptable returns, particularly during times of economic uncertainty, and limit the Company's ability to pursue growth opportunities that may otherwise be available to the Company.
The imposition of further tariffs by the U.S. on a broader range of imports, or further retaliatory trade measures taken in response to additional tariffs, could increase costs in the Company's supply chain or reduce demand for the Company's or the Company's customers’ products, either of which could adversely affect the Company's results of operations. To the extent any such tariffs remain in place for a sustained period of time, or in the event of a global or domestic recession resulting therefrom, the Company's customers could decide to delay currently planned growth projects or forego them entirely, each of which could result in decreased demand for the Company's products and adversely affect the Company's results of operations and financial condition.
Changes in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs,
30
trade agreements or policies, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. The ultimate impact of these trade measures on the Company's business operations and financial results is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope or nature of such trade measures, and the Company's ability to execute strategies to mitigate the potential negative impacts resulting therefrom. If the Company is unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on the Company's business and results of operations.
Our growth will require us to hire and retain skilled construction and mining personnel; increased competition for such personnel from other projects could impact our business, financial condition and results of operations.
We rely on a skilled, unionized workforce for construction. We compete with other construction projects and mining companies in the recruitment and retention of qualified managerial employees and skilled unionized labor. Competition for such personnel is both regional and national. New construction and mining projects, particularly such projects in the regions in which we operate, could increase competition for such personnel resulting in increased labor shortages or labor costs. If we are unable to successfully compete for qualified personnel, our construction or operations timelines may be materially delayed or suspended.
Most of the factors affecting labor costs and availability are beyond our control and we may not be able to offset any increased labor costs should they occur. Increases in construction and related costs due to inflationary pressure on wages or increases in union-agreed wages or shortages of qualified personnel in any of the geographic areas in which we operate could have a material and adverse effect on our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Refer to described in Part I. Item 4. Mine Safety Disclosures of the Company's annual report on Form 10-K for the year ended December 31, 2024.
Item 5. Other Information
During the three months ended June 30, 2025, no director or officer of the Company
31
Item 6. Exhibits
Each exhibit identified below is included as a part of this quarterly report. Exhibits included in this filing are designated by an asterisk (“*”); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Exhibits designated by two asterisks (“**”) are furnished herewith.
Exhibit No. |
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Description |
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2.1 |
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2.2 |
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3.1 |
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4.1#+ |
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4.2#+ |
|
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|
|
|
10.1*#+ |
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|
|
|
10.2† |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1** |
|
|
|
|
|
32.2** |
|
|
|
|
|
101.INS** |
|
Inline XBRL Instance Document. |
|
|
|
101.SCH** |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104** |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). |
|
|
|
* |
|
Filed herewith. |
** |
|
Furnished herewith. |
# |
|
Certain annexes, schedules and exhibits have been omitted pursuant to item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. |
32
+ |
|
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. |
† |
|
Identifies management contracts and compensatory plans or arrangements. |
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
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|
|
LITHIUM AMERICAS CORP. |
|
|
|
|
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(Registrant) |
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Date: |
|
August 14, 2025 |
|
By: |
/s/ Jonathan Evans |
|
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|
Jonathan Evans |
|
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
(Principal Executive Officer) |
Date: |
|
August 14, 2025 |
|
By: |
/s/ Luke Colton |
|
|
|
|
|
Luke Colton |
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
(Principal Financial Officer) |
34
EXHIBIT 10.1
Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the type that the registrant treats as private and confidential.
PRODUCTION PAYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of April, 2025 (the “Effective Date”).
BETWEEN:
LITHIUM AMERICAS CORP. a corporation existing under the laws of the Province of British Columbia (the “Supplier”)
- and -
OMF Fund IV SPV M LLC, a limited liability company existing under the laws of the State of Delaware (the “Purchaser”)
WHEREAS the Supplier, holds a majority of the equity interest in Lithium Nevada Ventures LLC, a Delaware limited liability company (“Lithium Nevada Ventures”);
WHEREAS Lithium Nevada Ventures indirectly owns 100% of the equity interest in Lithium Nevada LLC, a Nevada limited liability company (the “Project Company”);
AND WHEREAS the Project Company intends to construct, develop, operate and mine the Thacker Pass Project located in Nevada;
AND WHEREAS in consideration for payment by the Purchaser to Supplier of the sum of $25,000,000, the Supplier has agreed to pay to Purchaser the Production Payments in respect of Minerals, on and subject to the terms and conditions of this Agreement;
AND WHEREAS the Supplier and the Purchaser have executed and delivered a convertible note also dated the Effective Date (and such convertible note, as the same may be amended, modified or supplemented from time to time, the “Convertible Note”);
NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
For the purposes of this Agreement (including the recitals hereto and the Schedules), unless the context otherwise requires, the following terms shall have the respective meanings given to them, as set forth below, and grammatical variations of such terms shall have corresponding meanings:
“Acquiror” has the meaning set forth in Section 8.1(b).
- 2 -
“Additional Notes” has the meaning set forth in the Convertible Note.
“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.
“Agreement” means this Production Payment Agreement and all attached Schedules, as the same may be amended, modified or supplemented from time to time.
“Anti-Corruption Laws” means all laws concerning or relating to anti-bribery, anti-corruption, and anti-kickback matters in the public or private sector, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, the Criminal Code (Canada), as amended, or, in each case, any similar laws.
“Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of the Supplier and its Subsidiaries (which shall include United States Foreign Corrupt Practices Act compliance) adopted by the Board of Directors, as the same may be amended, revised, supplemented or replaced from time to time,
“Anti-Money Laundering Laws” means the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the PATRIOT Act, the Anti-Money Laundering Act of 2020, the Money Laundering Control Act, the rules and regulations thereunder, applicable executive orders, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada) and any other Applicable Laws relating to money laundering, terrorist financing, or financial recordkeeping and recording requirements administered or enforced by any United States of America or Canada governmental agency, or any other jurisdiction in which the Supplier or any of its Subsidiaries operates or conducts business.
“Applicable Law” means, with respect to any Person, any constitution, statute, law, rule, regulation, code, ordinance, treaty, judgment, order or any published directive, guideline, requirement or other governmental rule or restriction which has the force of law, by or from a court, arbitrator or other Governmental Body having jurisdiction over such Person or any of its properties, whether in effect as of the date of this Agreement or as of any date hereafter.
“Applicable Price” has the meaning set forth in Section 4.4(b).
“Assignee” has the meaning set forth in Section 8.3.
“Assumption Option” has the meaning set forth in Section 8.1(b).
“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.
- 3 -
“Average Lithium Price” in respect of the first 41,500 Tonnes of Lithium Products Produced in a Contractual Year, means an amount equal to the Gross Revenue for the applicable period divided by the aggregate amount of the Lithium Products Produced in the same period, up to 41,500 Tonnes for the applicable Contractual Year.
“Base Fixed Payment Rate” means $128 per Tonne (and never lower than such amount), increasing annually (commencing on the first Business Day in January of the Calendar Year that follows the first full Contractual Year following the Commencement of Commercial Production) by an amount equal to the percentage increase (if any) in the Producer Price Index (or a similar index mutually agreed upon by the Purchaser and the Supplier should such index no longer be measured) for the applicable Measurement Calendar Years. For illustrative purposes only, if the Commencement of Commercial Production has occurred in June 2025, then the first annual increase shall occur on the first Business Day of January 2027.
“Base Variable Payment Percentage” means 0.96%.
“Battery Grade LCE” means Lithium Products which meet the requirements for battery use in any type of battery application.
“BCSC” means the B.C. Securities Commission.
“Board of Directors” means the board of directors of the Supplier.
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York, Vancouver, British Columbia or Reno, Nevada are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any Governmental Body so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York, Vancouver, British Columbia and Reno, Nevada are generally are open for use by customers on such day.
“Calendar Day” means a calendar day.
“Calendar Month” means a calendar month.
“Calendar Quarter” means a calendar quarter.
“Calendar Year” means a calendar year.
“Capital Lease Obligation” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
- 4 -
“Cash Distribution Requirement” means, in respect of each instance of the Supplier’s direct or indirect shareholding and/or economic interest in the Project Company decreasing below 50% and every decrease thereafter, the Supplier’s discretion and ability (through voting its equity holdings in the Project Company or causing its nominees on the board directors of the Project Company to vote) to declare cash distributions of the Project Company, amend or suspend the distribution policy of the Project Company and/or adjust the timing of distributions of the Project Company does not change relative to prior to such decrease in its shareholding and/or economic interest.
“Change of Control” means: (i) any Person or Persons acting jointly or in concert acquires, together with all other voting shares held by such Person or Persons, Control or direction over 50% of the outstanding voting shares of the Project Company, or otherwise acquires the ability to elect a majority of the board of directors of the Project Company; (ii) with respect to the Project Company, the occupation of a majority of the seats (other than vacant seats) on its board of directors by Persons who were neither (a) nominated by its board of directors nor (b) appointed by directors so nominated; (iii) the acquisition of direct or indirect Control of the Project Company by any Person or group of Persons acting jointly or otherwise in concert; (iv) there is a Transfer of all or substantially all or any substantial portion of the assets constituting the Property; or (v) the Supplier or any of its Subsidiaries (including the Project Company), takes any actions to effect any of the foregoing.
“Change of Control Notice” has the meaning set forth in Section 8.1(b).
“Change of Operator” means the change of the Operator of the Thacker Pass Project, so that the Operator is not the Supplier.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commencement of Commercial Production” means and shall be deemed to have been achieved on the day on which the initial production facility to be developed at the Thacker Pass Project (the “Production Facility”) has operated for a period of 30 consecutive Calendar Days at an annualized rate during such period of at least 80% of its expected Phase One capacity of 40,000 Tonnes of Lithium Carbonate per Calendar Year (the “Phase One Capacity” and the production of Lithium Carbonate therefrom being the “Phase One Production”).
“Competitor” means a competitor of the Supplier more particularly described in Schedule “B”.
“Compliance Certificate” means a certificate of the Chief Executive Officer or the Chief Financial Officer of the Supplier in the form set out in Schedule “E”.
“Confidential Information” has the meaning set forth in Section 10.1.
“Construction Budget” means the Initial Construction Budget, as updated, amended or supplemented from time to time pursuant to the terms hereof.
“Construction Contract” has the meaning ascribed to such term in the DOE Loan.
- 5 -
“Contractual Year” means: (a) in the case of the first Contractual Year, the period commencing on the date of the Commencement of Commercial Production and ending on December 31 of that year; and (b) in the case of subsequent Contractual Years, each corresponding subsequent 12 month period.
“Control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.
“Convertible Note” has the meaning set forth in the recitals.
“Default Rate” means 15% per annum.
“Deferred Production Payment” has the meaning set forth in Section 3.3(a).
“Delayed Draw Convertible Debt” has the meaning set forth in the Convertible Note.
“Delayed Draw Convertible Debt Factor” means 1.00, increasing to 1.1875 if the Supplier draws the Delayed Draw Convertible Debt.
“Dispute” means any dispute, controversy or claim arising out of, relating to or in connection with, this Agreement, including any question regarding the existence, validity or termination of this Agreement.
“Dispute Notice” has the meaning set forth in Section 9.2.
“Disqualified Institution” means a disqualified institution more particularly described in Schedule “B”.
“DOE” means the U.S. Department of Energy.
“DOE Financing Document” means each “Financing Document” as such term is defined in the DOE Loan (as they exist as of the date hereof).
“DOE Loan” means that certain Loan Arrangement and Reimbursement Agreement, dated as of October 28, 2024, by and between Lithium Nevada Corp. and the U.S. Department of Energy, as amended by that certain Omnibus Amendment, dated as of December 17, 2024, and any amendments, supplements, modifications, extensions, renewals, or restatements thereof.
“Downward Exempt Change of Control” has the meaning set forth in the definition of Exempt Change of Control.
“Early Termination Amount” means the aggregate amount that would need to be paid to the Purchaser on a particular date to yield on (A) $25,000,000 in the case of this Agreement and (B) $195,000,000 or $225,000,000 (if the delayed draw is made under the Convertible Note), the lesser of (i) a combined IRR of 18% (in the case of this prong (i) taking into account the original issue discount in the case of the Convertible Note) and (ii) a multiple on invested capital (MOIC) of 2.3333x (in the case of this prong (ii) taking into account the payment of Production Payments by the Supplier and the applicable
- 6 -
value in the Value Table, but not taking into account the original issue discount in the case of the Convertible Note). In no case will the Early Termination Amount be lower than $0. An example calculation is shown in Schedule “D”.
“Earned Variable Adjustment” means, for a Contractual Year, an amount equal to: (i) the product of: (A) the Variable Production Payment Percentage; and (B) the first 41,500 Tonnes of Lithium Products Produced during such Contractual Year (or such lower amount if the amount of Lithium Products Produced during the Contractual Year does not reach 41,500 Tonnes) multiplied by the Reference Lithium Price for such Contractual Year applicable to such 41,500 Tonnes (or the lower amount, if applicable), minus (ii) the aggregate of the Quarterly Reference Payments for such Contractual Year in respect of such 41,500 Tonnes (or lower amount, if applicable).
“Effective Date” has the meaning set forth on page one of this Agreement.
“Encumbrance” means with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.
“Environmental Laws” means any and all foreign, federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Body or other Applicable Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning (a) protection of the environment, natural resources, or human health or safety (including but not limited to mining health and safety); or (b) the presence, release or threatened release, generation, use, management, handling, transportation, treatment, storage, or disposal of Hazardous Substances, in each case of clause (a) and (b) as now or may at any time hereafter be in effect.
“Equity Interests” means (a) all shares of capital stock (whether denominated as common capital stock or preferred capital stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.
“Equivalency Impasse” has the meaning set forth in the definition of LCE Basis.
“ETA” means the Excise Tax Act (Canada) and any amendments and regulations thereto.
“Event of Default” means the occurrence of any of the following:
- 7 -
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“Event of Default Notice” has the meaning set forth in Section 4.2(d).
“Excluded Representations and Warranties” means Sections 3(c) (Issuance of Securities), 3(f) (Acknowledgement Regarding the Buyer’s Purchase of Securities), 3(g) (No General Solicitation; Placement Agent’s Fees), 3(h) (No Integrated Offering), 3(i) (Application of Takeover Protections; Rights Agreement), 3(r) (Listing and Maintenance Requirements), 3(w) (Registration Rights), 3(nn) (Investment Company Status), 3(oo) (Manipulation of Price), 3(pp) (Eligibility for Registration) and 3(qq) (Transfer Taxes) of the Transaction Agreement.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Purchaser or required to be withheld or deducted from a payment to the Purchaser: (a) Taxes imposed on or measured by net income (however denominated), franchise taxes, Canadian capital taxes and branch profits taxes, in each case: (i) imposed as a result of the Purchaser being organized under the laws of, or having its principal office or its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof); or (ii) that are Taxes imposed as a result of a present or former connection between the Purchaser and the jurisdiction imposing such Tax (other than connections arising from the Purchaser having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this
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Agreement, or sold or assigned an interest in this Agreement); (b) any Canadian Tax that would not have been imposed but for the Purchaser (including direct or indirect holders of the Purchaser, as the case may be): (i) not dealing at arm’s length for purposes of the ITA with the Supplier, (ii) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the ITA) of the Supplier or not dealing at arm’s length for purposes of the ITA with a “specified shareholder” (as defined in subsection 18(5) of the ITA) of the Supplier; or (iii) the Supplier being a “specified entity” pursuant to paragraph (b) of the definition thereof (as defined in subsection 18.4(1) of the ITA) in respect of the Purchaser; (c) Taxes attributable to the Purchaser’s failure to comply with Section 3.3(g); and (d) any withholding Taxes imposed under FATCA or Taxes imposed pursuant to Part XVIII of the ITA.
“Exempt Change of Control” means:
For greater certainty, if any conditions in prong (b) or (c) above cease to be met, the Change of Control will no longer be deemed to be an Exempt Change of Control.
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“Expropriation Event” means all or substantially all of the rights, privileges and benefits pertaining to, associated with or in respect of all or any material part of the Property (including the right to extract Lithium Products therefrom) ceases being for the benefit or entitlement of the Project Company, directly or indirectly as a result of expropriation, nationalization, confiscation, act of eminent domain, condemnation, deprivation, sequestration or similar act by a Governmental Body or any other action by a Governmental Body or any other act or series of acts having a similar effect as the foregoing (including by way of: (A) any cancelation, termination, suspension or non-renewal (including any expiration without a new Authorization or property being put in place on substantially the same terms and conditions) of any Authorization or property; (B) acquisition of Control of the Project Company or the Supplier; or (C) imposition of a law, import/export restriction or other measure that discriminates against, or disproportionately affects, the Project Company or the Supplier relative to local mining companies or operations in a material adverse manner).
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Bodies entered into in connection with the implementation of the foregoing.
“First Possible Restricted Payment Date” means the date that is 12 months from the date of First Production.
“First Production” means and shall be deemed to have been achieved on the day on which the Production Facility has commenced operations and there has been production of Lithium Products.
“Fixed Payment Rate” means the product of the Base Fixed Payment Rate, the Delayed Draw Convertible Debt Factor, the Phase One Total Cost Factor and the LOM Production Threshold Factor.
“Fixed Production Payment” means, for a given period, the product of the Fixed Payment Rate as at the end of such period and the Tonnes of Lithium Products Produced in such period.
“Fixed Production Payment Date” has the meaning set forth in Section 3.1(b).
“Fixed Term” means the period commencing on the date of the Effective Date and terminating on the end of the 72nd Calendar Quarter after the quarter during which First Production occurs (i.e. 18 Calendar Years after First Production).
“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.
“GM” means General Motors Holdings LLC or any Affiliate thereof as well as its Designated Purchasers (as defined in the GM Offtake Agreements).
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“GM Investment Documents” means the Investor Rights Agreement, the JV Investment Agreement, the LAC-GM JV LLCA and the Management Services Agreement.
“GM Offtake Agreements” means the lithium offtake agreement originally entered into between Lithium Americas (Argentina) Corp. and GM dated as of February 16, 2023, as assigned by Lithium Americas (Argentina) Corp. to the Supplier by agreement dated October 3, 2023, as amended by agreement dated October 28, 2024, among the Supplier, GM and Lithium Nevada Corp., and as further amended by agreement dated December 20, 2024, among the Supplier, GM and the Project Company and the lithium offtake agreement (Phase Two) entered into among Supplier, GM and the Project Company dated December 20, 2024 as the same may be further amended, supplemented or revised from time to time.
“Governmental Approval” means any approval, consent, Authorization, license, permit, Order, certificate, qualification, waiver, exemption, or variance, or any other action of a similar nature, of or by a Governmental Body, including any of the foregoing that are or may be deemed given or withheld by failure to act within a specified time period.
“Governmental Body” means the government of the U.S., Canada any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“Gross Revenue” means, for a period, the aggregate amount paid in cash or kind to the Project Company (or any of its Affiliates or any of its equityholders in the case that such equityholders complete the first sale of applicable products) from any products containing Minerals that are Sold, up to the Maximum Amount, and in all cases subject to Section 4.4. If there is an insurable loss of or damage to any of the products containing Minerals, whether or not occurring on the Property and whether the products containing Minerals are in the possession of the Project Company or its Affiliates or otherwise, then the Gross Revenue with respect thereto will be equal to the sum of the insurance proceeds actually paid to the Project Company or its Affiliates in respect of such loss or damage. If any products containing Minerals are sold on non arm’s length terms, the aggregate amount paid in cash or kind to the Project Company (or any of its Affiliates), shall be deemed to be equal to such amount as would have reasonably been received had such products containing Minerals been sold on arm’s length terms, including without limitation, by adjusting such amount to the Applicable Prices. For greater certainty, there shall be no double counting for the purposes of calculating Gross Revenue if products are Sold and then there is a separate distribution or dividend to the shareholders of the Project Company.
“Guarantee”, of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply
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funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the Ordinary Course of Business.
“Hazardous Substances” means any substances, chemicals, materials or wastes defined, listed, classified or regulated as hazardous, toxic, or a pollutant or contaminant or for which standards are or liability may be imposed by any Governmental Body under, any applicable Environmental Laws, including (a) any petroleum or petroleum by-products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, per- and polyfluoroalkyl substances, and polychlorinated biphenyls, noise, odor, and vibration; and (b) any other chemical, material or substance, of which the import, storage, transport, use, release or disposal of, or exposure to, is prohibited, limited, or regulated or for which liability may be imposed under any Environmental Law.
“ICDR” means the International Centre for Dispute Resolution.
“IE” means Hatch Ltd. or such other internationally reputable engineering consultants appointed from time to time by the Purchaser to act as technical advisor engineer in connection with the Thacker Pass Project.
“IESC” means Sustrio Advisors or such other internationally reputable environmental and social consultants appointed from time to time by the Purchaser to act as environmental and social consultant in connection with the Thacker Pass Project.
“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the Ordinary Course of Business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (including all Purchase Money Obligations), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, demand guarantees and similar independent undertakings, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement shall be valued at the maximum potential amount payable with respect to such earn-out) and (l) any other Off-Balance
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Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.
“Indemnified Taxes” means Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of the Supplier under this Agreement.
“Initial Construction Budget” shall have the meaning ascribed to such term in the DOE Loan.
“Insolvency Event” means any of the following:
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“Insolvency Legislation” means any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) the Winding-up and Restructuring Act (Canada), the U.S. Bankruptcy Code or any similar legislation relating to bankruptcy, insolvency, or the compromise or arrangement of creditors’ claims, each as amended or re-codified from time to time, including any rules or regulations promulgated thereunder.
“Integrated Project Schedule” means an integrated schedule for the development, construction and commissioning of the Thacker Pass Project in accordance with the Construction Contracts setting forth with a sufficient level of detail as agreed in writing by the Purchaser the expected schedule and milestones for construction of the Thacker Pass Project through Project Completion, to include those items (and related status) set forth in Schedule “J” (Integrated Project Schedule).
“Intermediate Holding Companies” means all Subsidiaries of the Supplier that are direct or indirect parent companies of Lithium Nevada Ventures.
“Investor Rights Agreement” means the Amended and Restated Investor Rights Agreement, dated as of October 15, 2024, between the Supplier and General Motors Holdings LLC.
“IRR” means the aggregate annualized internal rate of return, compounded annually, realized (expressed as a percentage) as of a given date, after taking into account (A) with respect to this Agreement, the amount and timing of (i) the payment of $25,000,000 by the Purchaser and (ii) the payment of Production Payments by the Supplier; and (B) with respect to Convertible Note, (i) the amount and timing of the payment of $195,000,000 and the additional $30,000,000 (if the delayed draw is made under the Convertible Note) by the lenders thereunder; and (ii) the applicable value in the Value Table. All calculations for the purposes of the IRR shall employ the “XIRR” function as calculated in Microsoft Excel or, if such function is no longer in usage at the time of such calculation, a substantially equivalent function. For illustrative purposes, an example of an IRR calculation is set forth on Schedule “D”.
“ITA” means the Income Tax Act (Canada), as amended.
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“Joint Venture Agreement” means that certain amended and restated limited liability company agreement of Lithium Nevada Ventures dated (and as in effect) as of December 20, 2024.
“JV Investment Agreement” means that certain Investment Agreement dated as of October 15, 2024, among the Supplier, Lithium Nevada Ventures LLC and GM, as amended from time to time.
“LAC-GM JV LLCA” means that certain Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC, dated as of December 20, 2024, between LAC US Corp. and GM, as amended from time to time.
“LCE Basis” means: (i) for each one Tonne of Lithium Hydroxide Monohydrate, 1 Tonne multiplied by 0.88; and (ii) with respect to any other lithium-bearing products comprised of Minerals, such other Lithium Carbonate equivalency standards as are generally acceptable in the lithium mining or processing industry, as shall be agreed to mutually by the Supplier and the Purchaser, each acting reasonably. If the said equivalency standards are not agreed upon by the Purchaser and the Supplier within 10 Calendar Days of the matter first being considered by such Parties, there shall be an “Equivalency Impasse” and either Party shall be entitled to refer Equivalency Impasse to an IE for final binding resolution as provided in Section 1.8.
“LDA Payment Option” has the meaning set forth in Section 8.1(b).
“Liens” has the meaning set forth in the Convertible Note.
“Liquidated Damages Amount” means the greater of (i) the Early Termination Amount and (ii) the NPV of the Remaining PPA.
“Lithium Carbonate” means Li2CO3.
“Lithium Hydroxide” means LiOH.
“Lithium Nevada Ventures” has the meaning set forth in the recitals.
“Lithium Products” means, collectively, Lithium Carbonate, Lithium Hydroxide or any other lithium-bearing products comprised of Minerals.
“Lithium Products Produced” means Lithium Products, expressed in Tonnes, that have been produced from the Thacker Pass Project in each applicable period (either processed or unprocessed and whether or not such products are Sold), with all Lithium Products being calculated for the purposes of this Agreement on an LCE Basis. For clarity, reference in this definition to produced, means that the final step in the production process at the Thacker Pass Project has occurred before such Lithium Products is to be sold to a third Person (including without limitation, GM), provided that if a product is sold to a third Person before it reaches the final step of production then such product will be deemed to have been produced. For greater certainty, there shall be no double counting for the purposes of calculating Lithium Products Produced if they are treated as “Lithium Products Produced” notwithstanding that they were not then Sold and then they are subsequently Sold.
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“LOM Production Threshold Factor” is equal to 1.00 if cumulative Battery Grade LCE over the life of the mine on the Thacker Pass Project that has been Sold is less than or equal to 1,500,000 Tonnes; is equal to 0.75 if cumulative Battery Grade LCE over the life of the mine on the Thacker Pass Project and has been Sold is greater than 1,500,000 Tonnes and less than 2,000,000 Tonnes, is equal to 0.50 when cumulative Battery Grade LCE over the life of the mine on the Thacker Pass Project and has been Sold is equal to or greater than 2,000,000 Tonnes.
“Major Project Document” means each of (with each of the terms below having the meaning ascribed to such term in the DOE Loan):
“Management Services Agreement” means the Management Services Agreement dated as of December 20, 2024, by and among LAC Management LLC, Lithium Nevada Ventures, the Project Company, and the Supplier, as amended from time to time.
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“Material Adverse Effect” means any change, event, occurrence, condition, circumstance, effect, fact or development that has, or could reasonably be expected to have, individually or together with all other changes, events, occurrences, conditions, circumstances, effects, facts or developments, a material and adverse effect on:
“Maturity Date” has the meaning set forth in the Convertible Note.
“Maximum Amount” means the first 41,500 Tonnes of Lithium Products Produced in any given Contractual Year.
“Measurement Calendar Years” means, when considering the change in the Producer Price Index, a calculation made pursuant to the following formula: “A” compared to “B” where “A” is the Calendar Year that is two Calendar Years prior and “B” is the Calendar Year that is one Calendar Year prior. For illustrative purposes only, if the change in the Producer Price Index is to be measured on January 1, 2027, “A” is the Calendar Year 2025 and “B” is the Calendar Year 2026. When considering the change in the Producer Price Index for the 1st Contractual Year as compared to the 2nd Contractual Year, “A” shall be the Calendar Year in which the first Contractual Year falls and “B” shall be the Calendar Year that is one Calendar Year prior. For illustrative purposes only, if the first Contractual Year is the period between June 30, 2025 and December 30, 2025, “A” is the Calendar Year 2025 and “B” is the Calendar Year 2026.
“Mine Plan” means, at any given time, the then current development or mine plan for Phase One Production, as approved by the Board of Directors.
“Minerals” means any and all minerals of every nature and kind, including precious metals, base metals and other metals, Lithium Products, gems, diamonds, industrial minerals, commercially valuable rock, aggregate, clays and diatomaceous earth, coal, oil, gas and other petroleum substances and other materials, in whatever form or state, that are mined, excavated, extracted, recovered in soluble solution or otherwise recovered or produced on, at or under the Property, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of such materials, including concentrates and doré bars.
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“Monthly Construction Report” means a written report in relation to a Calendar Month with respect to the Thacker Pass Project in the form attached as Schedule “H”.
“Monthly Operations Report” means a written report prepared by or on behalf of the Supplier in relation to the immediately preceding Calendar Month, in the form attached as Schedule “K”.
“National Instrument 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (or any successor instrument, rule or policy).
“Non Accrual Period” has the meaning set forth in Section 3.3(c).
“Notice of Articles” means the Supplier’s notice of articles, as amended and restated and as in effect on the Effective Date.
“NPV of the Remaining PPA” means the net present value of the Purchaser’s rights under this Agreement based on the NPV of the Remaining PPA criteria set forth on Schedule “D”, provided that a 6% discount rate will be applied when making the calculation of the NPV of the Remaining PPA.
“O&M Budget” shall have the meaning ascribed to such term in the DOE Loan.
“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.
“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any Indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any Indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).
“Operating Plan” shall have the meaning ascribed to such term in the DOE Loan.
“Operator” means the operator of the Thacker Pass Project from time to time.
“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.
“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as conducted by such Person in accordance with past practice (or as contemplated by such Person’s business plan or otherwise as part of a legitimate business purpose that is not prohibited under this Agreement or such Person’s organizational documents) and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in this Agreement.
“Original Indebtedness” has the meaning set forth in the Convertible Note.
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“Parties” means the parties to this Agreement and “Party” means either of the Parties.
“Permitted Change of Control” means is a Change of Control that is not an Exempt Change of Control and complies with the following: (i) if the Purchaser has elected the Assumption Option, the Acquiror and the Purchaser have entered into an assignment and assumption agreement, in a form acceptable to the Purchaser, whereby the Acquiror has assumed all of the Supplier’s obligations hereunder and it is confirmed that this Agreement continues in full force and effect after such Change of Control; or (ii) if the Purchaser has elected the LDA Payment Option, the Purchaser has received the Liquidated Damages Amount in full from the Purchaser prior to or concurrently upon the completion of the Change of Control.
“Permitted Company Indebtedness” means, in respect of the Supplier, any Intermediate Holding Company or Lithium Nevada Ventures, any of the following:
(i) Indebtedness of the Supplier in respect of the Convertible Note, any Additional Note and, in each case, capitalized interest in respect thereof;
(ii) Indebtedness existing on the date hereof and set forth in Schedule 3(s) of the Transaction Agreement and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (v) hereof;
(iii) Indebtedness (A) of any Subsidiary of the Supplier to the Supplier or any other Subsidiary or (B) of the Supplier to any Subsidiary of the Supplier, solely to the extent that any such Indebtedness is expressly subordinated in right of payment to the Convertible Note pursuant to a subordination agreement in form and substance satisfactory to the Purchaser acting reasonably;
(iv) Guarantees by the Supplier of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Supplier or any other Subsidiary; provided that the Indebtedness so Guaranteed is Permitted Company Indebtedness and so long as the aggregate amount of such Guarantee does not exceed the Supplier’s allocable share of the liability, based on its direct or indirect ownership percentage of such Subsidiary at the time such Guarantee is provided, and such maximum shall be adjusted from time to time to reflect any changes in the Supplier’s ownership stake in such Subsidiary;
(v) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (i), (ii) and (viii) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that (A) such Refinance Indebtedness does not increase the principal amount of the Original Indebtedness except by (x) an amount equal to unpaid accrued interest, premium and penalties thereon plus other amounts paid, and fees and expenses incurred, in connection with such
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modification, refinancing, refunding, renewal, replacement or extension and (y) an amount equal to any existing unutilized commitments, (B) any Liens securing such Refinance Indebtedness are not extended to any additional property of the Supplier or any Subsidiary, (C) none of the Supplier or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, and (D) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness;
(vi) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;
(vii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations (including guarantees thereof), in each case provided in the ordinary course of business;
(viii) Indebtedness pursuant to p-card, corporate credit card or similar programs in an aggregate amount not to exceed $5,000,000 at any time outstanding;
(ix) Indebtedness that is expressly subordinated in right of payment to the Convertible Note pursuant to a subordination agreement (in form and substance satisfactory to the Purchaser) with a maturity date or scheduled amortization or scheduled payments of principal or subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a Change of Control and customary acceleration rights after an event of default) on or after the date that is ninety-one (91) Calendar Days following the Maturity Date;
(x) Indebtedness in respect of leases of office space, office equipment or motor vehicles with respect to which the aggregate lease payments do not exceed $15,000,000 per fiscal year;
(xi) Guarantees of Indebtedness incurred pursuant to clause (b) of the definition of the definition of Permitted Project Indebtedness so long as the aggregate amount of such Guarantee does not exceed the Supplier’s allocable share of the liability, based on its direct or indirect ownership percentage of the Project Company at the time such Guarantee is provided, and such maximum shall be adjusted from time to time to reflect any changes in the Supplier’s ownership stake in the Project Company;
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(xii) (A) amounts for insurance premiums, professional fees and fees related to corporate transactions and (B) other amounts due to trade creditors and accrued expenses not to exceed $15,000,000 at any time outstanding, in each case arising in the ordinary course of business and to the extent such amounts and expenses are not unpaid more than ninety days past the due date therefor or are being contested in good faith;
(xiii) Indebtedness incurred in connection with the issuance of GM Letters of Credit (as defined in the GM Investment Documents);
(xiv) other unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding; and
(xv) any Guarantee or other credit support on commercially reasonable terms and conditions to facilitate a sale or transfer of any Specified Tax Credit; provided that the Supplier or such Subsidiary may Guarantee an indemnity for losses from the sale or transfer of Specified Tax Credits on commercially reasonable terms and conditions, but if the guarantee amount exceeds the Supplier’s share of the liability, based on its direct or indirect ownership percentage of the Project Company at the time such Guarantee is provided, such excess portion must not exceed $38,000,000.
“Permitted Company Liens” means, in respect of the Supplier, any Intermediate Holding Company or Lithium Nevada Ventures, any of the following:
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“Permitted Encumbrance” means any of the following:
provided that the term “Permitted Encumbrances” shall not include any Encumbrance securing Indebtedness, except with respect to clause (e) above.
“Permitted Project Indebtedness” means, in respect of the Project Company, any of the following:
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“Permitted Project Liens” means, in respect of the Project Company, any of the following:
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“Permitted Subordinated Loans” has the meaning set forth in the Convertible Note.
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any government or any department or agency thereof.
“Phase One Capacity” has the meaning set forth in the definition of Commencement of Commercial Production.
“Phase One Effective Date” has the meaning ascribed to such term in the JV Investment Agreement.
“Phase One Production” has the meaning set forth in the definition of Commencement of Commercial Production.
“Phase One Total Cost” means all costs incurred or payable (whether deferred or otherwise) by or on behalf of the Supplier, the Project Company or any if its Affiliates from and after the Effective Date in respect of advancing the Thacker Pass Project towards Project Completion, including construction, development and operating costs, general and administrative costs, legal costs and other transaction costs (including fees of advisors), consulting costs and fees, insurance costs, and the payment of Taxes, together with the Sunk Cost Adjustment, and without limiting the foregoing, the Phase One Total Costs as at the end of the month preceding the Effective Date are set forth on Schedule “C” hereto (and described by line item).
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“Phase One Total Cost Factor” is equal to the applicable adjustment factor set forth on the following table:
Phase One Total Cost |
Adjustment Factor |
< 3,686 million |
1.00 |
$3,686 – $3,751 million |
1 + ((Phase One Total Cost - 3,686) / 65) x 0.30 |
$3,752 – $4,216 million |
1.30 + ((Phase One Total Cost - 3,751) / 465) x 0.15 |
> $4,216 million |
1.45 |
“Phase Two” means the planned incremental capacity of approximately 40,000 Tonnes of Lithium Carbonate per year to be developed at the Thacker Pass Project which is in addition to the Phase One Production.
“Pro Forma Distribution Test” means, in respect of each instance of the Supplier’s direct or indirect shareholding and/or economic interest in the Project Company decreasing below 50% and every decrease thereafter (in each occurrence, such new percentage, the “Decreased Interest”), the cash distributions received by the Supplier from the Project Company over the preceding 12-month period, as adjusted to assume the Decreased Interest during such period, are greater than 150% of all amounts that were required to be paid to the Purchaser hereunder during such 12-month period.
“Producer Price Index” means the United States Producer Price Index promulgated by the American Bureau of Labor Statistics that measures the change in the price of goods sold by manufacturers.
“Production Facility” has the meaning set forth in the definition of Commencement of Commercial Production.
“Production Payments” means, collectively, the Fixed Production Payment and the Variable Production Payment.
“Production Threshold” means the Fixed Production Payment hereunder has been paid in respect of an aggregate of 747,000 Tonnes of Lithium Products Produced.
“Project Company” has the meaning set forth in the recitals.
“Project Completion” shall have the meaning ascribed to such term in the DOE Loan.
“Project Completion Date” shall have the meaning ascribed to such term in the DOE Loan.
“Project Document” means each Major Project Document and each other agreement necessary or appropriate for the Thacker Pass Project, including any contract or agreement relating to the ownership, development, construction, testing, operation, maintenance, repair or use of the Thacker Pass Project entered into by the Supplier or any of its Subsidiaries with any other Person, including any credit support instrument in respect of any other Project Document irrespective of whether the Supplier or its
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Subsidiaries is a party thereto, but excluding (a) any Transaction Document or DOE Financing Document, (b)(i) any mandate letter with the Purchaser and any similar agreement with any third-party advisor of the Supplier and (ii) any fee letter or professional services agreement, consulting agreement or advisory agreement in respect of any professional services and any similar agreement with any third-party advisor of the Supplier (in each case, so long as, at any time of determination, any amounts payable by such Person under or in connection with such contract or agreement (A) have been or are reasonably expected to be incurred in the Ordinary Course of Business and (B) are contemplated by the then-current relevant Construction Budget or O&M Budget, as applicable), and (c) any other agreement or document executed by the Supplier in connection with any other Indebtedness that constitutes Permitted Company Indebtedness or Permitted Project Indebtedness.
“Project Mining Claims” means each unpatented mining claim set forth on Schedule “A”, including, for avoidance of doubt, all unpatented mining claims on the Project Site, all unpatented mining claims located in whole or in part within a two mile radius from the Project Site (in each case, whether such unpatented mining claims exist on the Effective Date or arise after the Effective Date), together with any amendments, relocations, substitutions or conversions of any of the foregoing, subject in all cases to the paramount title of the United States of America. If the Project Company or any Affiliate or successor or assignee of the Project Company surrenders, allows to lapse or otherwise relinquishes or terminates its interest in any of the Project Mining Claims, and reacquires a direct or indirect interest in any Minerals covered by the former Project Mining Claims, then from and after the date of such reacquisition, such reacquired properties shall be included in the Project Mining Claims.
“Project Site” means the real property and Project Mining Claims on which the Thacker Pass Project is or is intended to be situated.
“Property” means all right, title and interest of the Project Company or its Affiliates in and to the Project Mining Claims and any mining claim, license, lease, concession, permit, patent or other tenure (including fee surface and mineral interests) within the exterior boundaries of the Project Mining Claims.
“Prudent Industry Practice” means those practices, methods, equipment, specifications, and standards of safety and performance, as are commonly accepted in the lithium mining and processing industries as good, safe, prudent and commercial practices in connection with the design, construction, operation, maintenance, repair and use of the Thacker Pass Project.
“Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or Indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such Indebtedness or outstanding balance.
“Purchaser Response” has the meaning set forth in Section 8.1(b).
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“Quarterly Construction Report” means a written report in relation to a fiscal quarter with respect to the Thacker Pass Project in the form attached as Schedule “I”.
“Quarterly Operations Report” means a written report prepared by or on behalf of the Supplier in relation to the immediately preceding fiscal quarter, in the form attached as Schedule “L”.
“Quarterly Reference Payment” means, for each Calendar Quarter of a Calendar Year, the product of the Variable Production Payment Percentage and the Gross Revenue in respect of Lithium Products Produced in the applicable Calendar Quarter.
“Reference Lithium Price” means, for a period of time, in respect of the first 41,500 Tonnes of Lithium Products Produced in the period, the amount calculated below as the Reference Lithium Price based on the applicable Average Lithium Price for such period:
Average Lithium Price |
Reference Lithium Price |
less than or equal to $25,000 per Tonne |
Average Lithium Price |
greater than $25,000 per Tonne and less than or equal to $35,000 |
$25,000 + 50% of Average Lithium Price that exceeds $25,000 |
greater than $35,000 |
$30,000 + 10% of the Average Lithium Price that exceeds $35,000 |
“Refinance Indebtedness” has the meaning set forth in the Convertible Note.
“Representatives” means partners, limited partners, members, Affiliates, representatives, agents, directors, officers, employees, advisors and consultants of a Party.
“Required Project Approvals” shall have the meaning ascribed to such term in the Transaction Agreement.
“Restricted Payment Limitations” means those limitations set forth in Section 9.4 of the DOE Loan (as such section exists as at the Effective Date).
“Sanctioned Entity” means: (i) a country or a government of a country, (ii) an agency of the government of a country or (iii) an organization directly or indirectly controlled by a country or its government in each case, that is on the list published and maintained by the United Nations Security Council, OFAC, Global Affairs Canada, or Public Safety Canada, or the analogous organization of any other applicable country (including as may be applicable to the Supplier, its Subsidiaries or the Thacker Pass Project) as being a “sanctioned country”.
“Sanctioned Person” means: (i) any Person listed in any Sanctions-related list of designated Persons published and maintained by Global Affairs Canada or Public Safety Canada, (ii) any Person named on the list of Specially Designated Nationals published
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and maintained by OFAC, or (iii) a Person named on the Consolidated List of individuals published and maintained by the United Nations Security Council.
“Sanctions” means any economic, financial, and trade sanctions laws and export controls, Applicable Laws, regulations, embargoes or restrictive measures administered or enforced by (a) the United States government, including OFAC, the U.S. Department of State, and the U.S. Department of Commerce, (b) any U.S. Executive Orders imposing economic or financial sanctions on any individuals, entities or foreign countries or regimes and (c) the Canadian government including Global Affairs Canada, the Royal Canadian Mounted Police, and the Canada Border Services Agency.
“SEC” means the United States Securities and Exchange Commission.
“SEDAR+” means the System for Electronic Document Analysis and Retrieval + operated by the Canadian Securities Administrators.
“Selected Covenant Release Date” means the date that is the third annual anniversary of the date of Project Completion (as such date exists as at the Effective Date).
“Specified Tax Credit” means the advanced manufacturing production tax credit, as defined in Section 45X of the Code and the Treasury Regulations promulgated thereunder, or any successor to or replacement of such credit.
“Sold” means that there has been a Transfer of title to product containing Minerals to a third Person (including without limitation GM) for good and valuable consideration pursuant to an offtake agreement referred to under Section 4.4(a).
“Subsidiary” means, with respect to any Person, any other Person which is controlled directly or indirectly by that Person.
“Sunk Cost Adjustment” means $401.8 million.
“Supplier Entities” means collectively, the Supplier, Lithium Nevada Ventures and the Project Company.
“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, similar fees or other similar charges imposed by any Governmental Body, including interest, additions to tax or penalties applicable thereto.
“Term” means the period commencing on the Effective Date and continuing in perpetuity, subject to termination of this Agreement as provided herein.
“Thacker Pass Project” means the Thacker Pass lithium project located in the State of Nevada including the Property, the mining, development, production, processing, recovery, sale, transportation, storage and delivery operations and related assets and rights and other assets or rights located on or at or used in connection with the Property or to mine Minerals.
“Tonnes” means in metric, 1000 kilograms or 2204.6 pounds.
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“Transaction Agreement” means the transaction agreement, dated the Effective Date, between the Supplier and the Purchaser in respect of the implementation of the transactions contemplated under this Agreement and the Convertible Note.
“Transaction Documents” shall have the meaning ascribed to such term in the Transaction Agreement.
“Transfer”, when used as a verb, means to sell, transfer, assign, convey or otherwise dispose of or commit do any of the foregoing. When used as a noun, “Transfer” means a sale, transfer, assignment, conveyance or other disposal or the commitment to do any of the foregoing.
“U.K. Bribery Act” means the Bribery Act 2010 (c. 23) promulgated by the Parliament of the United Kingdom.
“U.S. Foreign Corrupt Practices Act” means the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq.
“Value Table” means the table set forth in Schedule “H”.
“Variable Production Payment” means, for each Calendar Quarter of a Contractual Year, the product of the Variable Production Payment Percentage and the Gross Revenue in the applicable Calendar Quarter, plus, in respect of the fourth Calendar Quarter, the Earned Variable Adjustment for such Contractual Year (provided that in no case shall the Earned Variable Adjustment result in the applicable Variable Production Payment being less than zero).
“Variable Production Payment Date” has the meaning set forth in Section 3.2(b).
“Variable Production Payment Percentage” means for a given Calendar Quarter, the product of the Base Variable Payment Percentage as at the end of such Calendar Quarter, the Delayed Draw Convertible Debt Factor as at the end of such Calendar Quarter, the Phase One Total Cost Factor as at the end of such Calendar Quarter and the LOM Production Threshold Factor as at the end of such Calendar Quarter.
In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:
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All references in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to United States dollars. All payments made by the Parties to each other under this Agreement shall be made in such currency in immediately available funds by means of electronic transfer to the account designated by the recipient Party in writing from time to time, without deduction or set-off (unless provided otherwise in this Agreement).
Time shall be of the essence of this Agreement.
The rights of the Purchaser set forth in this Agreement are contractual in nature only and do not convey to the Purchaser any ownership interest in the Property or the Thacker Pass Project.
The Parties shall have the free and unrestricted right to independently engage in, and receive the full benefits of, any and all business ventures of any sort whatever without consulting the other Party or inviting or allowing the other Party to participate therein. Neither of the Parties shall be under any fiduciary or other duty to the other Party which will prevent it from engaging in or enjoying the benefits of, any competing venture or ventures. The legal doctrines of “corporate opportunity” or “business opportunity” as developed or applied by any federal or state court or authority in the United States of America and sometimes applied to Persons or legal entities occupying a joint venture or other fiduciary status shall not be applied to any other activity, venture, or operation of either Party, whether such opportunity is derived from or based on information received or activities conducted under this Agreement or otherwise.
Nothing contained in this Agreement shall be deemed to constitute either Party the partner of the other or to constitute either Party the agent or legal representative of the other or to create any fiduciary relationship between them. It is not the intention of the Parties to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. Neither Party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Party.
Where this Agreement calls for the referral to an IE of an Equivalency Impasse, the following shall apply:
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(i) shall be instructed to make its determinations in accordance with objective methods commonly utilized in the international lithium mining and processing industry and standards generally accepted by mining professionals in the international lithium mining and processing industry (the selection of applicable standards and guidelines being a matter to be determined by the IE in its sole discretion) on the basis that best reflects the objectives of the Parties under this Agreement;
(ii) shall consider any submissions which may be made to it by either Party, all of which shall be delivered contemporaneously to each other Party;
(iii) may, in its sole discretion, obtain the advice of any other independent expert or other Persons in relation to matters outside of the ordinary expertise of the IE; and
(iv) shall, within 30 Calendar Days after being appointed under this Agreement in respect of an Equivalency Impasse, give written notice of his or her binding determination with respect to the Equivalency Impasse to the Parties.
ARTICLE 2
term
This Agreement, the Fixed Term and the Term shall commence on the Effective Date.
The obligations under this Agreement shall commence as at the start of the Term and shall continue throughout the Term of this Agreement but solely as provided in this Agreement.
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ARTICLE 3
PRODUCTION PAYMENTs
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The following provisions apply to all Production Payments:
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article 4
PERFORMANCE OF MINING OPERATIONS
The Supplier shall not, and the Supplier shall not permit any of the Intermediate Holding Companies, Lithium Nevada Ventures or the Project Company to, as applicable, to, without the prior written consent of the Purchaser, directly or indirectly:
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The covenants set forth in Sections 4.1(a), (c) and (d) shall be released and no longer applicable from and after the Selected Covenant Release Date.
The Supplier shall, and the Supplier shall cause the Intermediate Holding Companies, Lithium Nevada Ventures and the Project Company to, as applicable, unless otherwise agreed to by the Purchaser, directly and indirectly:
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The covenants set forth in Sections 4.2 (c) and (k) shall be released and no longer applicable from and after the Selected Covenant Release Date.
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ARTICLE 5
REPORTING; BOOKS AND RECORDS; site visits
Following the Effective Date and until the Commencement of Commercial Production, the Supplier shall provide regular updates to the Purchaser of the anticipated date for the Commencement of Commercial Production. The Purchaser will provide the Supplier with written notice on the same day as the occurrence of each of: (i) First Production and (ii) the Commencement of Commercial Production.
The Supplier shall, and the Supplier shall cause the Intermediate Holding Companies, Lithium Nevada Ventures and the Project Company to, as applicable, unless otherwise agreed to by the Purchaser, directly and indirectly:
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The covenants set forth in Sections 5.2(b) and (h) shall be released and no longer applicable from and after the Selected Covenant Release Date.
Within 30 Calendar Days after the end of each Contractual Year, the Supplier shall deliver to the Purchaser a written report on the production of Lithium Carbonate processed from Minerals during each such Contractual Year, which shall include:
Within 10 Calendar Days of any change in the Property of which the Supplier becomes aware, the Supplier shall notify the Purchaser of such change, including details thereof and an updated Schedule “A”.
Promptly after the Supplier has knowledge or becomes aware thereof, the Supplier shall deliver to the Purchaser written notice of any change, event, occurrence, condition, circumstance, effect, fact or development which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect.
The Supplier shall cause the Project Company to, with ten (10) Business Days’ prior written notice during reasonable business hours, and with five (5) Business Days’ notice during reasonable business hours if an Event of Default shall have occurred and be continuing, and subject to: (i) compliance with all applicable Project Site safety requirements and policies; and (ii) the Project Company’s right, acting reasonably, to coordinate such access to the Project Site with other consultants, contractors, representatives and officers of the DOE, provide the Purchaser’s officers, representatives, its IE and IESC with (i) access to any pertinent books, documents, papers and records of the Supplier and its Subsidiaries for the purpose of audit, examination, inspection and monitoring, to examine and discuss the affairs, finances and accounts of the Purchaser and its Subsidiaries with the representatives of the Supplier and its Subsidiaries, (b) access to the Project Site and ancillary facilities (and allowing the officers and designated representatives of the Purchaser to discuss the Supplier’s and its Subsidiaries’ affairs, finances and accounts with the Supplier’s and its Subsidiaries’
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respective officers) for the purpose of monitoring the performance of the Thacker Pass Project, and (c) such other access rights to visit and inspect the Thacker Pass Project and any other facilities and properties of the Supplier; in each case limited to (y) prior to the Project Completion Date, once per fiscal quarter, and (z) after the Project Completion Date, once per six (6) month period; provided that, in each case, the Supplier shall be responsible for all reasonable and documented fees, costs and expenses incurred by the Purchaser in connection with such site visits (including all reasonable and documented fees, costs and expenses of the IE and IESC) up to a maximum of $[***] per Calendar Year, provided that such cap shall not apply if an Event of Default has occurred and is continuing. The Purchaser acknowledges and agrees that the Convertible Note contains a comparable provision with respect to access rights and that the access rights in this Agreement and in the Convertible Note are not meant to be duplicative. With respect to the foregoing, if the Purchaser and the holder under Convertible Note are both entities owned and controlled by Orion Mine Finance, if the Purchaser or the holder shall exercise access rights under this Agreement or under the Convertible Note, such rights shall be deemed to be exercised under both this Agreement and the Convertible Note.
ARTICLE 6
INDEMNIFICATION AND LIMITATION OF LIABILITY
The Supplier agrees to indemnify and save harmless the Purchaser and its Affiliates and their respective directors, officers, employees and agents of the foregoing from and against any and all losses, claims, fines, liabilities and damages (including related costs and expenses) suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:
provided that the foregoing shall not apply to any losses or damages to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons.
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The Purchaser agrees to indemnify and save harmless the Supplier and its Affiliates and the directors, officers, employees and agents of the foregoing from and against any and all losses and damages (including related costs and expenses) suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:
provided that the foregoing shall not apply to any losses or damages to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons.
Notwithstanding any other provision of this Agreement, in no event shall a Party be liable to the other Party for or in respect of any consequential, indirect, incidental, exemplary, special or punitive damages of any nature or kind whatsoever arising at any time in connection with this Agreement, whether arising under contract, tort (including negligence), strict liability or any other cause whatsoever, except to the extent such losses are awarded to a third Person in connection with a claim by a third Person.
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The indemnifying Party in respect of any losses and damages suffered by an indemnified Party shall be subrogated to all rights of the indemnified Party to recover such losses and damages from any third Person.
Notwithstanding any other provision contained herein, any amounts payable by an indemnifying party to indemnified Parties under this Article 6 shall be reduced on a dollar for dollar basis to the extent that claims for such losses and damages are actually reimbursed to the indemnified party by insurance carried by the indemnified Party.
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ARTICLE 7
termination
Upon each occurrence of a Event of Default, if it is continuing, the Purchaser shall have the right to take any or all of the following actions:
If this Agreement is terminated under Section 7.1 or pursuant to Section 8.1(b) upon exercise of the LDA Payment Option, then all rights and obligations under this Agreement shall terminate other than in connection with any antecedent breach. Notwithstanding the foregoing, Article 1 (to the extent applicable to surviving provisions), Sections 3.3 and Article 6, this Article 7, Article 9, Article 10, Article 11 and Article 12 shall survive termination of this Agreement.
Article 8
TRANSFER RESTRICTIONS
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The Supplier may not assign, in whole or in part, its rights and obligations under this Agreement, except with the prior written consent of the Purchaser.
The Purchaser may assign, in whole or in part, its rights and obligations under this Agreement, to any Person (each an “Assignee”) who is neither a Competitor nor a Disqualified Institution. Notwithstanding the foregoing, if an Event of Default has occurred hereunder and is continuing, the Purchaser may assign, in whole or in part, its rights and obligations under this Agreement to any Person including a Competitor or a Disqualified Institution but provided that they are neither a Sanctioned Entity or Sanctioned Person. Prior to any such assignment:
The Parties acknowledge that the Purchaser’s interest in the Production Payment may be assigned (in whole or in part) to an Assignee pursuant to Section 8.3. The Supplier, acting in its capacity with respect to the Production Payment, shall maintain a register for the recordation of the names and addresses of the Assignees and the amounts owing to each Assignee pursuant to the terms hereof from time to time. Upon written confirmation of the accuracy by the Purchaser, the entries in the register shall be conclusive absent manifest error, and the Supplier and the Assignees shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a holder of an interest in the Production Payment hereunder.
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ARTICEL 9
GOVERNING LAW/Dispute resolution
This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
Any Dispute must be dealt with in accordance with Section 1.8 or this Article 9, as the case may be. For Disputes not contemplated by Section 1.8, the Party claiming that a Dispute has arisen must deliver a written notice of the Dispute to the other Party adequately identifying the subject matter of the Dispute, including facts and legal arguments on which that Party relies in relation to that Dispute (the “Dispute Notice”). The Parties must continue to perform their obligations under this Agreement despite the existence of any Dispute.
Within 10 Business Days after delivery of a Dispute Notice, the Parties must meet to attempt to resolve the Dispute. If the Parties do not so meet or if the Dispute has not been resolved within 15 Business Days after delivery of the Dispute Notice, a member of the senior management of each Party must meet within 20 Business Days after delivery of the Dispute Notice (or within such longer period as the Parties may agree), to attempt to resolve the Dispute. If such Dispute is not resolved within such 20 Business Day period, either Party may refer the Dispute to arbitration in accordance with the provisions of Section 9.4.
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The written decision of the arbitral tribunal shall be final and binding upon the Parties. Judgment upon any award rendered by the arbitral tribunal may be entered in any court having jurisdiction.
The losing Party shall pay all costs and expenses of the arbitration, including the reasonable legal fees and expenses of the successful Party.
This Article 9 shall not preclude the Parties from seeking provisional remedies.
ARTICLE 10
confidentiality
Each Party agrees that it shall maintain as confidential and not disclose and shall cause its Representatives to maintain as confidential and not disclose, without the prior written consent of the other Party, the terms of this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this Agreement (the “Confidential Information”). A Party may disclose Confidential Information:
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Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by its Affiliates, its or its Affiliates’ directors, officers, employees, Representatives and agents.
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ARTICLE 11
NOTICES
If to the Supplier:
Lithium Americas Corp.
3260-666 Burrard Street
Vancouver, British Columbia, Canada V6C 2X8
Attention: Jonathan Evans, President and CEO
E-Mail: [***]
and
Lithium Nevada LLC
5310 Kietzke Lane, Suite 200
Reno, Nevada 89511
Attention: Ted Grandy, General Counsel
E-Mail: [***]
with a copy to (which shall not constitute notice):
Vinson & Elkins L.L.P.
845 Texas Avenue
Suite 4700
Houston, Texas 77001
Attention: Jackson O’Maley; Ben Heriaud; Layton Suchma
Email: [***]
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and
Cassels Brock & Blackwell LLP
Suite 2200, HSBC Building
885 West Georgia Street,
Vancouver BC V6C 3E8
Attention: David Redford
Email: [***]
If to Purchaser:
c/o Orion Resource Partners (USA) LP
7 Bryant Park, 25th Floor
1045 Avenue of the Americas
New York, NY 10018
Attention: General Counsel
Email: [***]
with a copy to (which shall not constitute notice):
Torys LLP
79 Wellington Street West, Suite 3000
Toronto, ON M5K 1N2
Attention: Michael Pickersgill
Email: [***]
or at such other address or email address as such Party from time to time directs in writing to the other Party.
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ARTICLE 12
MISCELLANEOUS
Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effect the transactions contemplated herein.
Notwithstanding any other provision of this Agreement, no notice, instruction or other communication relating to any change in any details of the Supplier or the Purchaser relating to payment (including the identify of such Person, receiving bank or receiving account number, broker, or broker account number), or in any details of such Person’s callback contact, will be valid, and shall not be complied with by any Party unless:
The callback contacts for Section 12.2 are the following Persons with the following contact details, or such Persons or contact details as the relevant Party may notify from time to time in accordance with Section 12.2:
Name: April Hashimoto
Email: [***]
Telephone Number: [***]
Name: Jeffrey Feeley
Email: [***]
Telephone Number: [***]
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If any provision of this Agreement is wholly or partially invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality or unenforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated in this Agreement are fulfilled to the extent possible.
This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and save and except for the Convertible Note and the Transaction Agreement supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the Parties.
This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed by each of the Parties.
The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision. No waiver of a breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and, except for the indemnified Persons referred to in Section 6.1 or Section 6.2, is not for the benefit of, nor may any provision in this Agreement be enforced by, any other Person.
All reasonable documented out of pocket expenses associated with the negotiation, drafting and implementation of this Agreement will be for the account of the Supplier (including all legal fees of the Purchaser) and will be payable as soon as practicably possible (and in any event within 10 Calendar Days) after receiving an invoice from Purchaser.
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The Parties hereto do not intend that this Agreement creates an interest in the Property or that there be any violation of the rule against perpetuities, the rule against unreasonable restraints on the alienation of property, or any similar rule with respect to this Agreement. Accordingly, if any right arising under this Agreement is deemed to relate to an exercise of an interest in any real property, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, such violation should inadvertently occur, the Parties hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Parties within the limits permissible under such rule.
This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.
[Signature pages follow]
Dated at Vancouver, British Columbia as of the date and year first written above.
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LITHIUM AMERICAS CORP. |
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By: |
/s/ Jonathan Evans |
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Name: |
Jonathan Evans |
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Title: |
Chief Executive Officer |
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OMF Fund IV SPV M LLC |
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By: |
/s/ Istvan Zollei |
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Name: |
Istvan Zollei |
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Title: |
Authorized Signatory |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Evans, certify that:
Date: |
August 14, 2025 |
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By: |
/s/ Jonathan Evans |
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Jonathan Evans |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Lithium Americas Corp. |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Luke Colton, certify that:
Date: |
August 14, 2025 |
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By: |
/s/ Luke Colton |
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Luke Colton |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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Lithium Americas Corp. |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Lithium Americas Corp. on Form 10-Q for the period ending June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Evans, President and Chief Executive Officer of Lithium Americas Corp., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
Date: |
August 14, 2025 |
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By: |
/s/ Jonathan Evans |
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Jonathan Evans |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Lithium Americas Corp. |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Lithium Americas Corp. on Form 10-Q for the period ending June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Luke Colton, Executive Vice President and Chief Financial Officer of Lithium Americas Corp., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
Date: |
August 14, 2025 |
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By: |
/s/ Luke Colton |
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Luke Colton |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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Lithium Americas Corp. |