LAC on NYSE

Lithium Americas

Canadian mining company

Lithium Americas Corp. is a Canadian mining corporation. It is currently developing the Thacker Pass Lithium Mine in northern Nevada.3 Its shares trade on NYSE under the symbol LAC.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 20, 2026.

Overview

Oct 3, 2023Founded1

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  • TickerLAC on NYSE1
  • Industrymining1
  • HeadquartersVancouver1
  • Websitewww.lithiumamericas.com
  • Listed onNew York Stock Exchange (LAC), Toronto Stock Exchange (LAC)1
  • Incorporated inBritish Columbia, Canada5
  • Business address3260 - 666 Burrard Street, Vancouver, V6C 2X85
  • Filer category, Emerging growth company5
  • Legal formCompany (includes community contribution company and unlimited liability company)4
  • LEI529900Q9ENG7EHHZ5R754
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressSuite 1100, 355 Burrard St., V6C 2G8 Vancouver, Canada4

Lithium Americas Corp. is a Canadian mining corporation. It is currently developing the Thacker Pass Lithium Mine in northern Nevada.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income8$23.7M in 2023
-$10.0M0$10.0M$20.0M$30.0M2021: -$2.7M-$2.7M20212022: -$6.9M-$6.9M2022+162%2023: $23.7M$23.7M2023
Net income8910-$86.3M in 2025+83% since 2021
-$100.0M-$75.0M-$50.0M-$25.0M02021: -$47.0M-$47.0M20212022: -$67.8M-$67.8M2022+44%2023: -$5.1M-$5.1M2023−92%2024: -$42.6M-$42.6M2024+738%2025: -$86.3M-$86.3M2025+102%

Every line of the income statement as filed: the last 2 fiscal years, latest first.10

Period ending2025-12-312024-12-31
Exploration expenditures-$19.0K-$202.0K
General and administrative expenses (Note 15)-$52.8M-$28.1M
Total operating expenses-$52.8M-$28.3M
Transaction costs (Note 16)-$32.3M-$22.2M
Gain on LAC and JV warrant obligations (Note 3)$160.0M$0
Loss on convertible debt and conversion feature (Note 11)-$171.0M$0
Gain/(loss) on investments measured at fair value (Note 6)$711.0K-$6.7M
Other income$9.2M$14.5M
Total other expense-$33.4M-$14.3M
Net loss-$86.3M-$42.6M
Common stockholders-$122.1M-$42.5M
Non-controlling interest$35.8M-$105.0K
Net loss per share attributable to common stockholders, basic (Note 13)-$0.50-$0.21
Net loss per share attributable to common stockholders, diluted (Note 13)-$0.50-$0.21
Weighted average number of common shares outstanding, basic243.7M shares200.8M shares
Weighted average number of common shares outstanding, diluted243.7M shares200.8M shares

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Corporate structure

Lithium Americas sits at the top of its group. 9 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Lithium Americas

  • VAN ECK ASSOCIATES CORP Filed SCHEDULE 13G/A on Lithium Americas, latest May 15, 2026 (2 filings since Nov 12, 2025)
  • ORION RESOURCE PARTNERS (USA) LP Filed SCHEDULE 13G/A on Lithium Americas, latest Feb 17, 2026 (2 filings since May 15, 2025)
  • General Motors Filed SCHEDULE 13D/A on Lithium Americas, latest Feb 3, 2026 (5 filings since Oct 12, 2023)
  • Ganfeng Lithium Group Co., Ltd./ADR Filed SCHEDULE 13G/A on Lithium Americas, latest Oct 16, 2025 (2 filings since Oct 16, 2025)
  • Lithium Americas Vancouver, British Columbia, Canada
    • 1339480 B.C. Ltd. Subsidiary · British Columbia, Canada
    • KV Project LLC Subsidiary · Nevada, United States
    • LAC Exploration LLC Subsidiary · Nevada, United States
    • LAC Management LLC Subsidiary · Nevada, United States
    • LAC US Corp. Subsidiary · Nevada, United States
    • Lithium Nevada LLC Subsidiary · Nevada, United States
    • Lithium Nevada Projects LLC Subsidiary · Nevada, United States
    • Lithium Nevada Ventures LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Lithium Americas reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.4B10 Dec 31, 2025$402.7M10 Dec 31, 2024+237.3%
Accumulated depreciation$14.2M10 Dec 31, 2025$3.7M10 Dec 31, 2024+283.3%
Property and equipment, net$1.3B10 Dec 31, 2025$398.9M10 Dec 31, 2024+236.9%
Operating-lease assets (leased space)$6.7M10 Dec 31, 2025$3.5M10 Dec 31, 2024+94.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$568.2M10 Dec 31, 2025$593.9M10 Dec 31, 2024−4.3%

Properties, in its own words

The information on the Company’s primary asset, Thacker Pass, contained in this Form 10-K Item 2: Properties section has been derived from the Reports, is subject to certain assumptions, qualifications and procedures described in the Reports, some of which are not fully described herein, and is qualified in its entirety by the full text of the Reports.

Reference should be made to the full text of the Reports, effective December 31, 2024, which is filed as Exhibit 96.1 to this Annual Report and incorporated by reference herein. The S-K 1300 Technical Report is also available for viewing on the Company’s profile on EDGAR at www.sec.gov. The NI 43-101 Technical Report is also available for viewing on the Company’s profile on SEDAR+ at www.sedarplus.ca. All capitalized terms used in the disclosure below that are not otherwise defined shall have the meanings ascribed thereto in the Reports, as applicable.

The rest of Item 2

The following description is taken from the Reports, and also includes certain information updated from the time of the filing of the Reports in accordance with the requirements of S-K 1300. For developments subsequent to December 31, 2025, refer to Part I – Item 1: Business – Organizational History and Recent Developments in this Form 10-K.

Thacker Pass Summary

In April 2025, the final investment decision was declared and Thacker Pass proceeded with major construction of the processing plant. For an overview and update on construction progress, refer to Part I – Item 1: Business – Thacker Pass Overview in this Form 10-K. As of December 31, 2025, approximately 150 acres have been disturbed at Thacker Pass in connection with construction activities. Among other things, construction is focused on the lithium processing facility and sulfuric acid plant, in addition to the development of permanent roads and entryways.

Thacker Pass is currently owned by a JV between LAC, which has a 62% ownership, and GM, which has a 38% ownership (in each case, subject to the exercise of the JV Warrant). On January 30, 2026, the Company issued the JV Warrant to the DOE, which have not been exercised as of the date of this Form 10-K. For more information on the JV, refer to Part I – Item 1: Business – Organizational History and Recent Developments in this Form 10-K.

Refer to Item 1A: Risk Factors for risks related to Thacker Pass.

Technical Report

The primary purpose of the Reports was to provide an update of the Mineral Resource and Mineral Reserve estimates to incorporate data from 97 drills completed in 2023. The updated Mineral Reserve supported an expansion plan across five phases for total designed nominal capacity rate of approximately 160,000 t/y of lithium carbonate over an 85 year mine life. The Reports also included estimated capital costs, operating costs, reclamation and closure costs, royalties, taxes and economic analysis, as well as current status of the permits.

Property Description and Location

Thacker Pass is located in Humboldt County in northern Nevada, approximately 100 km north-northwest of Winnemucca, approximately 33 km west-northwest of Orovada, Nevada, and 33 km south of the Oregon border. It is situated within Township 44 North (T44N), Range 34 East (R34E), and within portions of Sections 1 and 12; T44N, R35E within portions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17; and T44N, R36E, within portions of Sections 7, 8, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 29. The Project area is located on the United States Geological Survey (USGS) Thacker Pass 7.5-minute quadrangle at an approximate elevation of 1,500 m. Entrance to the Project can be found at 41o 41’ 40.6” N 118o 02’ 4.3” W.

The Thacker Pass area encompasses approximately 7,900 ha and lies within and is surrounded by public lands administered by the BLM. The Thacker Pass mineral claims include the anticipated lithium claystone mining at the Thacker Pass deposit along with certain ancillary surface rights; the claims encompass an area previously referred to as the Stage I area of the Kings Valley Lithium Project. The surrounding area is sparsely populated and used primarily for ranching and farming.

Access to Thacker Pass is via the paved US Highway 95 and paved State Route 293; travel north on US-95 from Winnemucca, Nevada, for approximately 70 km to Orovada, Nevada and then travel west-northwest on State

Route 293 for 33 km toward Thacker Pass to the Thacker Pass site entrance. Driving time is approximately one hour from Winnemucca, and 3.5 hours from Reno. On-site access is via several gravel and dirt roads off of State Route 293. The closest international airport is located in Reno, Nevada, approximately 370 km southwest of Thacker Pass. The nearest railroad access is in Winnemucca, Nevada.

As at December 31, 2025, the net book value for the Thacker Pass property was $1,328.6 million.

Mineral Tenure

Thacker Pass is comprised of 2,829 unpatented mining claims and 39 mill site claims (together, the “Thacker Mining Claims”) owned or controlled by LN. LAC also owns 64.75 ha of private property in the Project area. LN and its affiliate KV Project LLC are the record owners of the Thacker Mining Claims and LAC’s unpatented mineral claims in the Montana Mountains.

Item 2 of the 10-K filed Mar 19, 2026.13

The story

The first incarnation of Lithium Americas Corp. was founded in the summer of 2009, and was a spin-off of Argentinian lithium operations in Caucharí-Olaroz owned by Latin American Minerals Inc and Grupo Minero Los Boros, an Argentinean borax producer.

In September 2015, Lithium Americas merged into another Canadian junior mining company, the Western Lithium USA Corporation. The Western Lithium USA Corporation was founded in 2008 as a spinoff of Western Uranium's lithium project in the King Valley (now known as Thacker Pass). Post-merger, on March 22, 2016, Western Lithium announced it would rename itself to the Lithium Americas Corp.

The current incarnation of Lithium Americas Corp. was created on October 3, 2023 after the close of trading from the separation between the previous Lithium Americas and its South American operations, now also a separate entity, Lithium Americas (Argentina) Corp.

The primary project of Lithium Americas is the development of a lithium mining operation near Thacker Pass in northern Nevada. On January 15, 2021, the American Bureau of Land Management issued a Record of Decision approving the Thacker Pass Lithium Mine. On January 31, 2023, General Motors announced a $650 million investment into Lithium Americas, with GM gaining full access to the first phase of lithium production. Initial construction on the project began in March 2023, with production of the mine beginning in 2026, and full production expected in 2027. On March 14, 2024, the Biden administration announced a $2.26 billion loan for the construction of the Thacker Pass mine.

In October 2024 Lithium Americas announced a substantial investment increase from General Motors, bringing GM's total commitment to the Canadian mining company to $945 million—up from $650 million. The agreement forms a joint venture between GM and Lithium Americas to develop the Thacker Pass mine in Nevada, the largest known lithium deposit in the U.S. This investment is expected to support increased lithium production.

In October 2025, the US Department of Energy took a 5% stake in Lithium Americas and a separate 5% stake in the Thacker Pass mine—restructuring a $2.26 billion US government loan agreement from 2024. The deal is meant to help finance the construction of manufacturing facilities eventually expected to produce 40,000 tons of lithium carbonate per year.

In August 2026, Lithium Americas signed a deal with YA II PN, an affiliate of Yorkville Advisors Global to secure financing of $175 million for the Thacker Pass Lithium Project via subordinated convertible debentures

From Wikipedia’s article on Lithium Americas, shared under CC BY-SA 4.0.6

Leadership

Who has led Lithium Americas, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Products and brands

  • lithium carbonate

Listed on Wikidata.1

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1339480 B.C. Ltd. British Columbia, Canada7
  • KV Project LLC Nevada, USA7
  • LAC Exploration LLC Nevada, USA7
  • LAC Management LLC Nevada, USA7
  • LAC US Corp. Nevada, USA7
  • Lithium Nevada LLC Nevada, USA7
  • Lithium Nevada Projects LLC Nevada, USA7
  • Lithium Nevada Ventures LLC Delaware, USA7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • 1397468 B.C. Ltd.Mar 8, 2023 to Sep 28, 20235

Timeline

  1. Sep 11, 20268-K Executive or director change31
  2. Aug 13, 20268-K Results of operations; Regulation FD disclosure32
  3. Aug 13, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares33
  4. Aug 6, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares34
  5. Jun 23, 20268-K Shareholder vote35
  6. May 14, 20268-K Results of operations; Regulation FD disclosure36
  7. May 5, 20268-K Executive or director change; Regulation FD disclosure37
  8. Mar 19, 20268-K Results of operations; Regulation FD disclosure38
  9. Mar 19, 20268-K Entered a material agreement39
  10. Feb 17, 20268-K Executive or director change40
  11. Feb 3, 20268-K Entered a material agreement; Unregistered sale of shares41
  12. Nov 13, 20258-K Results of operations; Regulation FD disclosure42
  13. Dec 31, 2024New chief executive Jonathan David Evans becomes CEO14
  14. Oct 3, 2023Founded Founded1

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.02) a share, on Nov 13, 2025.43

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results32
  2. May 14, 2026Reported quarterly or annual results36
  3. Mar 19, 2026Reported quarterly or annual results38
  4. Nov 13, 2025Reported quarterly or annual results42
  5. Aug 14, 2025Reported quarterly or annual results44
  6. May 15, 2025Reported quarterly or annual results45
  7. Mar 28, 2025Reported quarterly or annual results46

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

262 filings to the SEC since October 2021: 5 annual reports, 5 quarterly reports, 27 major events, 144 insider forms, 11 large holders, 70 other. The latest 20:

  1. Sep 14, 20264 EDGAR
  2. Sep 11, 20268-K EDGAR
  3. Aug 17, 2026S-3ASR EDGAR
  4. Aug 13, 20268-K EDGAR
  5. Aug 13, 20268-K EDGAR
  6. Aug 13, 202610-Q EDGAR
  7. Aug 6, 20268-K EDGAR
  8. Jul 8, 20264 EDGAR
  9. Jul 8, 20264 EDGAR
  10. Jul 8, 20264 EDGAR
  11. Jul 8, 20264 EDGAR
  12. Jul 8, 20264 EDGAR
  13. Jun 29, 20264 EDGAR
  14. Jun 26, 2026S-3ASR EDGAR
  15. Jun 23, 20268-K EDGAR
  16. Jun 23, 2026SD EDGAR
  17. Jun 22, 20264 EDGAR
  18. Jun 17, 20264 EDGAR
  19. May 15, 2026SCHEDULE 13G/A EDGAR
  20. May 14, 20268-K EDGAR

The 262 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

15 open-market trades by officers, directors and large owners since October 2021: 5 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 20, 2026BROWN MICHAEL JOHNDirectorBuy1,000$3.78$3.8KForm 4
Nov 17, 2025GRANDY EDWARDSr VP, GC & SecretarySale6,342$4.50$28.5KForm 4
Nov 17, 2025GRANDY EDWARDSr VP, GC & SecretarySale14$8.24$115Form 4
Nov 17, 2025GRANDY EDWARDSr VP, GC & SecretarySale14$8.24$115Form 4
Nov 14, 2025BARNUM AUBREEVP, Human ResourcesSale4,763$4.50$21.4KForm 4
Nov 14, 2025GERSPACHER RICHARDEVP, Capital ProjectsSale6,118$4.50$27.5KForm 4
Nov 14, 2025CROWLEY TIMOTHY AMBROSESVP Government & Ext. AffairsSale4,763$4.50$21.4KForm 4
Nov 14, 2025GRANDY EDWARDSr VP, GC & SecretarySale6,183$4.50$27.8KForm 4
Oct 16, 2025GERSPACHER RICHARDEVP, Capital ProjectsSale63,198$6.79$429.3KForm 4
Oct 1, 2025ZAWADZKI ALEXI ILLYABuy20,000$9.58$191.6KForm 4
Oct 1, 2025ZAWADZKI ALEXI ILLYASale353,914$9.48$3.4MForm 4
Sep 5, 2025BROWN MICHAEL JOHNDirectorBuy1,000$2.84$2.8KForm 4
May 19, 2025BROWN MICHAEL JOHNDirectorBuy100$2.82$282Form 4
Apr 17, 2025GRANDY EDWARDSr VP, GC & SecretarySale23$2.68$62Form 4
Apr 3, 2025BROWN MICHAEL JOHNDirectorBuy1,000$2.71$2.7KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025JonathanEvans, President and CEO$666.2K$3.2M51
2025Kelvin DushniskyExecutive Chair$604.8K$2.3M51
2025Richard Gerspacher, ExecutiveVice President, Capital Projects and Operations$476.6K$1.6M51
2024JonathanEvans, President and CEO$650.0K$3.0M51
2024Kelvin DushniskyExecutive Chair$590.0K$1.5M51
2024Richard Gerspacher, ExecutiveVice President, Capital Projects and Operations$465.0K$1.5M51

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Van Eck Associates Corp22,726,067$87.5M0.1%−2,998,117
General Motors Holdings LLC15,002,243$57.8M72.4%No change
Ameriprise Financial Inc13,295,238$51.2M0.0%+5,748,809
Two Sigma Investments, LP6,066,871$23.4M0.0%+510,007
Morgan Stanley5,659,053$21.8M0.0%+1,639,604
D. E. Shaw & Co., Inc.4,090,933$15.7M0.0%−4,619,375
Marshall Wace, Llp3,955,764$15.2M0.0%+3,441,917
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.2,611,646$10.1M0.0%+513,250
Susquehanna International Group, Llp2,557,142$9.8M0.0%+282,553
Millennium Management LLC2,460,382$9.5M0.0%+1,396,873
Dimensional Fund Advisors LP1,830,373$7.0M0.0%+1,265,238
Invesco Ltd.1,681,078$6.5M0.0%−7,777
Goldman Sachs Group Inc1,576,767$6.1M0.0%+292,914
Jupiter Asset Management Ltd1,554,895$6.0M0.0%+263,065
Balyasny Asset Management L.P.1,445,418$5.6M0.0%−382,669
Capital Fund Management S.a.1,252,311$4.8M0.0%+1,178,228
Reaves W H & Co Inc1,240,000$4.8M0.1%No change
Alps Advisors Inc1,137,805$4.4M0.0%+227,788
Citadel Advisors LLC1,112,117$4.3M0.0%−1,192,279
TD Asset Management Inc1,110,477$4.3M0.0%+177,873
Bank Of Montreal /can/1,057,027$4.1M0.0%+188,565
UBS Group AG941,792$3.6M0.0%+99,864
Teamwork Financial Advisors, LLC893,395$3.4M0.3%+33,475
Old West Investment Management, LLC890,484$3.4M0.4%+50,629
Citigroup Inc855,001$3.3M0.0%−73,294

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Lithium Americas is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLITHIUM AMERICAS CORP.2
  • CIK0001966983
  • Employer ID (EIN)00-000000013
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company13
  • Incorporated inBritish Columbia, Canada13
  • Fiscal year endsDecember 312
  • Industry code (SIC)1000 Metal Mining2
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance2
  • Business address3260 - 666 Burrard Street, Vancouver, V6C 2X8, British Columbia, Canada2
  • Phone1.604.862.02952
  • Shares outstanding363,042,943 as of Aug 12, 202612
  • Public float$600.0M as of Jun 30, 202513
  • AuditorPricewaterhouseCoopers LLP, Vancouver, Canada PCAOB ID 271; no auditor attestation of internal control over financial reporting13
  • On EDGAR sinceMar 8, 20232
  • Filings262 in all: 4 (117), 8-K (27), 6-K (20), 3 (18), 4/A (7), CORRESP (6), 10-Q (5), 424B3 (5)2
    All 39 form types

    UPLOAD (5), 20FR12B/A (3), 424B5 (3), SCHEDULE 13G (3), SCHEDULE 13G/A (3), SD (3), SEC STAFF LETTER (3), 10-K (2), 3/A (2), ARS (2), DEF 14A (2), DEFA14A (2), EFFECT (2), S-3ASR (2), S-8 (2), SC 13D/A (2), SCHEDULE 13D/A (2), 10-K/A (1), 20-F (1), 20-F/A (1), 20FR12B (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), F-3 (1), F-3/A (1), FWP (1), S-3 (1), SC 13D (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Mar 19, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) May 6, 2026
    Latest 8-K (8-K) Sep 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Shares, no par value per shareLACNew York Stock Exchange

From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).13

Risk factors and legal proceedings

The risks Lithium Americas names in Item 1A of its 10-K filed Mar 19, 2026: 43 risks under these headings, as written.13

  • Commercial viability of Thacker Pass depends on numerous uncontrollable factors, including, permitting, financing and delays, that could negatively affect business and financial conditions
  • The Company’s ability to continue to draw on the DOE Loan is contingent on meeting specific conditions and covenants, and failure to do so could lead to loan termination or other significant adverse effects
  • The Company’s ability to maintain and amend permits is uncertain and subject to regulatory, administrative, and litigation challenges, which could delay development timelines
  • Actual capital costs, schedules, production levels, operating costs, economic returns, and other estimates may differ from expectations which could which could materially and adversely affect cash flows, profitability, and increase funding requirements
  • The Company’s lack of history of completing mining and chemical processing projects or conducting such operations makes it difficult to evaluate its prospects, increasing the uncertainty of its future success
  • Inherent risks in establishing new mining and chemical processing operations, including unexpected costs, problems and delays, could impact the profitability of operations at Thacker Pass
  • The Company’s U.S. operations, coupled with its domicile in British Columbia, and the evolving political landscape, including increased geopolitical tensions and industrial policies, could impact its ability to fund the project
  • Changes in government laws and regulations, including those related to taxation, environmental compliance and permitting, may affect development and operations
  • The Company’s ability to develop Thacker Pass is governed by the U.S. Mining Act and other laws, with no assurance of title or permit stability, and any contest or regulatory changes could delay development
  • Mineral resource and reserve estimates are inherently uncertain and may be inaccurate
  • Opposition could lead to delays or prevent the Project from proceeding, impacting development
  • The Mineral exploration and development business has inherent health and safety risks, and non-compliance with related laws could lead to penalties and civil liability
The other 31 risks
  • The novel process for producing lithium carbonate from Thacker Pass has not been demonstrated at commercial scale, posing risks of inefficiencies, unforeseen costs and delays
  • Development of Thacker Pass is highly dependent on the projected demand for lithium-based products, and any failure in market growth or shifts in policies could negatively impact commercial viability
  • The success of operations will be affected by the fluctuating market price of lithium products, and failure to meet battery-grade quality or customer specifications could reduce the prices the Company is able to realize for its products and its customer base
  • Operational risks such as equipment failures, natural disasters, and regulatory compliance could lead to disruptions and financial impacts despite comprehensive health and safety measures
  • Negative cash flows from operations are expected until achievement of profitable production, so the Company is relying on generating profits or raising capital to meet obligations and liabilities.
  • Thacker Pass is the Company’s sole material mining project, meaning failure to develop and operate it successfully could have a significant adverse impact on its business
  • Any non-compliance with stringent environmental regulations could delay or increase the costs
  • Increased focus on sustainability matters could lead to higher costs, reduced profits and litigation risks
  • The lithium production industry is highly competitive, requiring significant capital and resources, and the Company may face challenges in securing financing, personnel, and equipment
  • Global economic and political uncertainties, inflation, and changes in government policies, may adversely affect the Company’s business
  • Climate change may impact water availability, which could increase litigation, regulatory compliance costs, and physical climate risks could further affect operations and safety
  • Insurance may not protect against all risks associated with environmental and other incidents the Company may experience
  • Concentrated share ownership and rights of certain shareholders may influence corporate actions and diverge from other shareholders’ interests, potentially affecting liquidity and market price, amongst other areas
  • GM and the DOE have rights that may affect other security holders and the Company's actions with respect to the development of Thacker Pass through their respective investor and creditor rights, rights as a JV Partner (in the case of GM) and other rights
  • The Company’s debt agreements, including the DOE Loan and the Orion Note, contain restrictions that limit its flexibility in operating its business
  • The Company’s share price may fluctuate due to factors beyond its control and may not reflect its operating performance
  • Existing and future financings could materially dilute current shareholders’ interests, impose significant restrictions, increase indebtedness and adversely affect the Company’s financial condition and share price.
  • The Company cannot generate earnings or pay dividends while Thacker Pass is in development, posing a risk to investors who may not see returns for the foreseeable future
  • Challenges in securing intellectual property protection could leave the Company vulnerable to competition, potentially diminishing the commercial potential of its proprietary technologies
  • The Company’s success depends on its ability to attract and retain key management, technical, construction and mining personnel in a highly competitive labor market, and any failure to do so could delay its projects and adversely affect its business
  • Reliance on consultants and other third parties for expertise may result in delays or increased costs if their work is found to be incorrect or inadequate
  • Compliance with regulatory requirements and potential litigation resulting therefrom could be costly, time-consuming and have a significant adverse impact on business and financial condition
  • The Company’s growing dependence on complex digital systems and third-party technologies increases exposure to evolving cybersecurity threats that could disrupt operations, result in financial, legal, and reputational harm, and require ongoing investment and governance oversight to mitigate
  • Incorporation in a jurisdiction outside the U.S. may make it difficult or impossible for U.S. investors to serve process for civil liabilities in the U.S.
  • If certain Canadian Tax requirements are not met, the Company and Lithium Argentina could be subject to substantial tax liabilities resulting from the Separation
  • Certain events could cause the Arrangement to lose its intended tax-free status, leading to significant U.S. federal income tax liabilities for U.S. Shareholders
  • The Company faces restrictions to maintain tax-free status for shareholders, limiting its ability to pursue certain strategic transactions
  • Changes in U.S. and Canadian tax laws could increase the Company’s tax liabilities
  • Any indemnification claims related to the Separation may have a material adverse effect upon the Company
  • If classified as a PFIC, U.S. shareholders may face greater tax liabilities, interest charges and additional reporting obligations, impacting their overall tax situation
  • The Company’s financial performance depends in part on the continued availability of tax credits relating to the production of critical minerals, which if not available, could limit the Company’s revenue once commercial production is reached and harm the Company’s business and financial condition

Legal proceedings

The Company is involved in various legal and administrative proceedings in the normal course of business, the ultimate resolutions of which, in the opinion of management, are not anticipated to have a material effect on the Company’s results of operations, liquidity or financial condition.

The Company has resolved or secured judicial dismissal of all legal and regulatory actions and proceedings, which arose in the ordinary course of resource development. On July 30, 2025, the Company finalized a settlement agreement relating to protests involving certain Project-related water rights, and related judicial appeals were subsequently dismissed. In connection with the closing of the settlement, the State Engineer confirmed that the Company’s water rights were in full force and effect. There are no current adversarial matters involving the Company or its regulatory authorizations.

The opening of Item 3, Legal Proceedings.13

Sources

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