LAC 10-K & 10-Q changes, risk factors and insider trading

The following are risk factors that the Company’s management believes are applicable to its business and the industry in which it operates. The risk factors set out below are not exhaustive and do not include risks the Company deems to be immaterial. If any of the events, risks or uncertainties described below actually occur, it or they may have a material adverse effect on the Company’s business, financial condition, operating results, or future prospects (including with respect to the price of the Company’s Common Shares). These risk factors are not necessarily presented in the order of importance or probability of occurrence.

Commercial viability of the Thacker Pass Project depends on numerous uncontrollable factorsfactors, suchincluding, aspermitting, permittingfinancing and financingdelays, that could negatively affect business and financial conditions

There are many factors that could impact the development of Thacker Pass, including permitting, terms and availability of financing, including with respect to the closing of the Orion Investment, cost overruns, litigation or administrative appeals concerning the project, delays in development, and regulatory changes, among other factors. Thacker Pass is also subject to the development and operational risks described elsewhere in this Form 10-K. Accordingly, there can be no assurance that the Company will complete development of Thacker Pass as currently contemplated, or at all. If the Company is unable to developcomplete the development of Thacker Pass into a commercial operating mine, its business and financial condition would be materially adversely affected.

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 continue to draw down on the DOE Loan and to utilize such funds towards the construction and development of Phase 1 of Thacker Pass is dependent on the satisfaction of the set of conditions set out in the DOE Loan documents,documents includingcustomary for financings of a similar nature by the announcingU.S. ofGovernment FID,or whichother conditionspublic maylending be amended pursuant to the terms of the DOE Loan documents.institutions. There can be no assurance as to the satisfaction of these conditions or as to the outcome of any amended requirements, if any.conditions.

The terms of the DOE Loan agreement also contain a number of significant restrictions and covenants that limit the Company’s ability under the DOE Loan agreement to, among other things: operate business outside of the ordinary course and enter into certain material contracts relating to the Thacker Pass Project without the prior consent of the DOE; incur liens and indebtedness or provide guarantees in respect of obligations of any other person; make loans and other investments and certain capital expenditures; issue equity securities for the Company’s subsidiaries; engage in mergers, consolidations and asset dispositions; and engage in affiliate transactions.

Although the Company has obtained all key environmental permits for Thacker Pass for an initial stage of construction, there can be no certainty that current permits will be maintained, any permitting changes (such as changes to the mine plan or increases to planned capacity) will be approved, or additional local, state or federal permits or approvals required to carry out development and production at Thacker Pass will be obtained, projected timelines for permitting decisions to be made will be met, or the projected costs of permitting will be accurate.

In addition, there is the risk that existing permits will be subject to challenges of regulatory administrative processes, and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. In the U.S., changes in the presidential administration may result in the suspension, revocation, or modification of certain regulations that the Company is subject to, thereby creating additional uncertainty. For example, Presidentthere Trump’shave been several recent signingdevelopments regarding the NEPA regulatory regime. Following an Executive Order of variousPresident ExecutiveTrump, Ordersthe White House Council on JanuaryEnvironmental 20,Quality 2025(“CEQ”) resultedreleased an interim final rule rescinding its regulations implementing NEPA. Federal agencies have begun the process of preparing their own new or updated NEPA-implementing rules or guidelines, with the first batch of updates released in July 2025. In May 2025, the temporarySupreme suspensionCourt ofissued agencyan approvalsopinion ofin someSeven projectsCounty Infrastructure Coalition v. Eagle County emphasizing the “substantial judicial deference” that courts must grant agencies when considering NEPA challenges. In September 2025, the CEQ issued new guidance to federal agencies implementing NEPA and forecastencouraging upcomingthem to limit their NEPA reviews, rely more heavily on sponsor-prepared documents, and streamline the NEPA process. A future administration may similarly implement changes in thehow regulatoryagencies frameworkcomply for federal environmental reviews underwith NEPA, which may result in permitting delays and additional uncertainty, as the process for agencies to update their NEPA regulations may be time-intensive, result in additional changes to the process that the Company does not anticipate, and result in increased litigation. Such issues as these could impact the expected development timelines of Thacker Pass and consequently have a material adverse effect on the Company's prospects and business.

The Company is and will continue to be subject to all risks inherent with establishing new mining and chemical processing operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain and maintain necessary environmental and other governmental approvals, licenses and permits, and the timing of their issuance; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including the imposition of new tariffs by the Trump administration, that could lead to changes in the costs of fuel, power, labor, contractors, materials, supplies and equipment.

More specifically, as a result of increased concerns around global supply chains, the lithium industry has become subject to increasing political involvement, including in the United States and Canada. This reflects thelithium’s critical role of lithium as an input in the development offor batteries forused the burgeoning transition toin electric vehicles inand theenergy automotivestorage industry,systems, combined with worldwideglobal supply constraints for lithium production and geopolitical tensions.tensions affecting lithium production. Political involvement appears to be evolving into a form of industrial policy by governments, including in Canada and the United States, to encourage the development of domestic supply through tax incentives and low-interest loans to domestic and other politically aligned actors, as well as by those governments undertaking steps to discourage the involvement of participants from non-politically aligned countries such as by tariffs and restrictions on ownership, influence and investment. These factors are of particular relevance to the Company, with its Canadian incorporation, U.S.-based Thacker Pass and predominant connection to Canada and the United States through its stock exchange listings, shareholder base and board and management composition. This evolving industrial policy may benefit the Company through the prospect of tax incentives and project financing. For example, on January 20, 2025, President Trump signed a sweeping energy-related Executive Order which directed various heads of agencies to identify and revise or rescind any actions imposing undue burdens on domestic mining and processing of non-fuel minerals. Various agencies have since taken action to rescind or otherwise modify existing regulatory requirements. However, the Company cannot predict what impacts this order or any subsequent regulatory actions may have on its operations, and there remains potential for delays in state approvals, permits and licenses notwithstanding thisthese order.actions. Moreover, notwithstanding such changes, there is the continued risk that policy approaches may shift over time, reducing or eliminating access to such benefits in the future. Increased government involvement may also present limitations on the extent to which the Company may undertake business operations with non-politically aligned parties, including limitations on ownership. The Company has and intends to continue to fully comply with legislation and policies in all jurisdictions where it operates. At this time, the Company cannot predict if any of these steps will result in a substantive adverse change to its business or operations, or the intended geographic focus of its business.

There is also currently significant uncertainty about the future relationship between the United States and various other countries, including changes arising as a result of the newcurrent administration, with respect to trade policies, treaties, tariffs, taxes and other limitations on cross-border operations. Changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements could have an adverse effect on the Company’s business, prospects, financial condition and operating results, the extent of which cannot be predicted with certainty at this time.

Changes in government laws and regulations, including those related to taxation, environmental compliance and permitting, may affect development and operations

Changes to government laws and regulations may affect the development of Thacker Pass. Such changes could include laws relating to taxation, royalties, restrictions on production, export controls, tariffs, environmental, biodiversity and ecological compliance, mine development and operations, labor, mine safety, permitting and numerous other aspects of the Company’s business. Many of these changes may result from a change in presidential administrations; forFor example, President Trump in a suite of Executive Orders, has directed the pause, modification or revocation of various previous Executive Orders and regulations that directly and indirectly affect the development of Thacker Pass, to include upcoming revisions to the approachPass; federal agencies takesubsequently inrevised their approach to complying with environmental reviews and eliminationfederal ofagencies have taken steps to eliminate an electric vehicle “mandate” which may adversely affect demand for lithium.

The processes contemplated by the Company for production of lithium carbonate from a sedimentary deposit such as that of Thacker Pass have not previously been demonstrated at commercial scale. To mitigate this risk, the Company developed the Lithium Technical DevelopmentTech Center in Reno, NevadaNevada, ("LiTDC"), a newan integrated process testing facility in Reno, Nevada to test the process chemistry. The LiTDCTech Center continues to operate based on the Thacker Pass flowsheet processing raw ore to final battery-quality lithium carbonate to produce product samples for potential customers and partners. The results of ongoing test work to de-risk each step of the flowsheet continue to be in line with expectations. However, there are risks that the process chemistry will not be demonstrated at scale, efficiencies of recovery and throughput capacity will not be met, or that scaled production will not be cost effective or operate as expected. In addition, the novel nature of the deposit could result in unforeseen costs, additional changes to the process chemistry and engineering, and other unforeseen circumstances that could result in additional delays to develop the project or increased capital or operating costs from those estimated in the Reports, which could have a material adverse effect on the development of Thacker Pass.

The development of lithium operations at Thacker Pass is highly dependent upon the currently projected demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles and otherstationary largeenergy format batteries that currently have limited market share and whose projected adoption rates are not assured.storage. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development or expansion of Thacker Pass, its potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects. Finally, policies towards promoting the use of products that rely on the lithium the Company produces may change from time to time.

The Company's operations are subject to all of the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties and associated chemical plants, including an onsite sulfuric acid plant. The Company has implemented a comprehensive suite of health and safety measures designed to comply with government regulations and protect the health and safety of the Company's workforce in all areas of its business. The Company also strives to comply with environmental regulations in its operations. Nonetheless, mineral exploration, development and exploitationoperations involvesinvolve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Unusual or unexpected formations, formation pressures, fires, power outages, shutdowns due to equipment breakdown or failure, aging of equipment or facilities, unexpected maintenance and replacement expenditures, unexpected material handling problems, unexpected equipment capacity constraints, human error, labor disruptions or disputes, inclement weather, higher than forecast precipitation, flooding, shortages of water, explosions, releases of hazardous materials, deleterious elements materializing in mined resources, cave-ins, slope and embankment failures, landslides, earthquakes and industrial accidents, protests and other security issues, and the inability to obtain adequate machinery, equipment or labor due to shortages, strikes or public health issues such as pandemics, are some of the risks involved in mineral exploration and exploitation activities, which may, if as either a significant occurrence or a sustained occurrence over a significant period of time, result in a material adverse effect. The Company expects to rely on certain third-party owned infrastructure in order to successfully develop and operate its projects, such as power, utility and transportation infrastructure. Any failure of this infrastructure, or problems with achieving agreements that facilitate use of this infrastructure (if any are required), without adequate replacement or alternatives may also have a material impact on the Company.

Increased focus on ESGsustainability matters could lead to higher costs, reduced profits and litigation risks

Increased attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor, regulatory and societal expectations regarding voluntary and mandatory ESG-relatedsustainability-related disclosures may result in increased costs, reduced profits, increased investigations and litigation, negative impacts on stock price and reduced access to capital.

Moreover, while the Company may create and publish voluntary or mandatory disclosures regarding ESG-relatedsustainability-related matters from time to time, many of the statements in those voluntary disclosures are based on expectations and assumptions or hypothetical scenarios that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions or hypothetical scenarios are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established approach to identifying, measuring and reporting on many ESGsustainability matters. Additionally, voluntary disclosures regarding ESGsustainability matters, as well as any ESG disclosures mandated by law,matters could result in private litigation or government investigation or enforcement action regarding the sufficiency or validity of such disclosures. In addition, failure or a perception (whether or not valid) of failure to pursue or implement ESG strategies or achieve ESG goals or commitments, including any GHG reduction or neutralization goals or commitments, coulddisclosures, result in privatedamage litigation and damageto the Company’s reputation, cause its investors or other stakeholders to lose confidence in the Company, or otherwise negatively impact its operations.

Furthermore, certain public statements with respect to ESGsustainability matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social or governance issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities, as well as other parties, related to the risk of potential “greenwashing,” (i.e.,i.e. misleading information or false claims overstating potential ESGsustainability benefits). Claims have been filed against issuers under various securities and consumer protection laws alleging that certain ESG-statements, goals or standards were misleading, false or otherwise deceptive. Additionally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve. The Company cannot be certain of the impact of such regulatory, legal and other developments on its business. More recent political developments could mean that the Company faces increasing criticism or litigation risks. Such sentiment may focus on the Company’s environmental commitments (such as reducing GHGgreenhouse gas emissions) or its pursuit of certain employment or business practices or social initiatives that are alleged to be partisan in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments. As a result, the Company may face increased litigation risks from private parties and governmental authorities related to its ESGsustainability efforts. In addition, any alleged claims of greenwashing against the Company or others in its industry may lead to further negative sentiment and diversion of investments. Additionally, the Company could face increasing costs as it attempt to comply with and navigate further regulatory ESG-related focus and scrutiny.

Global economic and political uncertainties, including the Russian war in Ukraine, Middle East conflicts, inflation, and changes in government policies, may adversely affect the Company’s business

TheGeopolitical ongoing Russian war in Ukraine, conflict in the Middle East,conflicts, inflation and other factors continue to impact global markets and cause general economic uncertainty, the impact of which may have a material adverse effect on the Company's business, financial position, results of operations and prospects.

The concerns over general global economic conditions, fluctuations in interest and foreign exchange rates, stock market volatility, geopolitical issues,issues and conflicts, including Russia's war in Ukraine, conflict in the Middle EastEast, including U.S. intervention in Iran, and U.S. involvement in Venezuela, supply chain disruptions and inflation have contributed to increased economic uncertainty and diminished expectations for the global economy. These considerations and others could have impacts on potential inflation, deflation, currency exchange rates, interest rates and other general economic and stock market conditions, which could adversely impact the Company’s business and financial condition. For example, we source a significant majority of the steel used for Thacker Pass from suppliers in the United Arab Emirates, which has been subject to regional hostilities related to the ongoing conflict with Iran. While a substantial portion of the Company’s required steel is already in transit, onsite, or stored in the Company’s laydown yard, we remain exposed to the risk that future shipments may be delayed, disrupted, or canceled as a result of these hostilities or other force‑majeure events.

Changes in governments (at both the federal and state level in the U.S.) and resulting changes in domestic and foreign policy in the jurisdictions in which the Company and its competitors operate,operates, over the period that Thacker Pass is being developed and operated, may have an adverse impact on the Company’s costs of construction and operations in the form of changes to import and export restrictions, tariffs, trade agreements and trade wars, among other impacts. These events have the potential to have a material adverse effect on the Company's business, financial condition, results of operations and future prospects.

GM’sConcentrated share ownership and rights of certain shareholders may influence corporate actions and diverge from other shareholders’ interests, potentially affecting liquidity and market price, amountamongst other areas

As a result of itstheir currentrespective shareholdingsequity interests and investor rights, each of GM and the DOE may have the ability to influence the outcome of corporate actions requiring shareholder approval, including the election of directors of the Company and the approval of certain corporate transactions. There is a risk that the interests of GM and/or the DOE may diverge from those of other shareholders and also discourage transactions involving a change of control, including transactions in which an investor, as a holder of the Company's securities, would otherwise receive a premium for the Company's securities over the then current market price. The holdings and respective rights of GM and/or the DOE could also create a risk that the Company's securities are less liquid and trade at a relative discount compared to circumstances where GM and/or the DOE did not have the ability to influence or determine matters affecting the Company.

There can be no certainty that the potential benefits of the JV Transaction will be fully realized. InEach addition,of inGM connection withand the JVDOE Transaction,have GM received a set of investorcertain rights, based upon certaintheir respective ownership thresholdsinterests, creditor rights (in the case of the DOE) and production commitments with(in the Company,case of GM), which may affect the rights and entitlements of other securityholders of the Company adversely and restrict certain actions of the Company, including with respect to board nomination rights, oversight, demand registration and piggy-back registration rights and participation in future equity issuances of the Company. GM also has a commercial relationship with the Company in respect of Thacker Pass and holds a 38% interest in Thacker Pass as of the date hereof.

In addition, pursuant to the terms of the JV Transaction, GM was granted the right to elect two of the five members of the JV’s board of directors (the “JV Board”). GM was also granted customary minority approval rights with respect to the business and governance of the JV. GM’s influence over the JV may impact the Company’s ability to continue its development of Thacker Pass on terms previously announced, and, as a result of GM’s membership on the JV Board, coupled with its various consent rights, GM may beis able to exert significant influence over the results of Thacker Pass (whether through impacting construction, further development decisions, future planning or otherwise),. includingThe DOE’s influence over the determinationJV as a result of its warrant over the JV's equity interests and as a creditor through the DOE Loan mean that the DOE may be able to makeimpact athe FIDCompany’s inability respectto ofcontinue Phaseits 1development of Thacker Pass.Pass and to impact the results of Thacker Pass as a result of its protective rights.

The Company’s debt agreements, including the DOE Loan and the Orion Note, if issued, contain restrictions that limit its flexibility in operating its business

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 audited consolidated financial statements as at and for the fiscal years ended December 31, 20242025 and 20232024 (“FY 20242025” and “FY 2023,2024,” respectively), in each case, 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 (“USU.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses certain non-GAAP financial measures. For a detailed description of each of the non-GAAP measures used, please refer to the discussion under “Use of Non-GAAP Financial Measures and Reconciliations.” This item should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in this annual report on Form 10-K.

Lithium Americas Corp. (the “Company” or “New LAC”) 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, USA. Thacker Pass is owned by Lithium Nevada LLC (“LN”), a wholly owned subsidiary of Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”), the joint venture (“JV”) between General Motors Holdings LLC (“GM”) and the Company (together, the “JV Partners”). TheAs of March 18, 2026, the Company owns a 62% interest in Thacker Pass and will managemanages the Project (the “Manager”), and GM owns a 38% interest in Thacker Pass. The JV is consolidated in the consolidated financial statements of the Company.

2025 and SUBSEQUENT TO DECEMBER 31, 2025 FINANCIAL AND CORPORATE HIGHLIGHTS As of December 31, 2024,2025, the Company had approximately $594.2$905.6 million in cash,total cash equivalents and restricted cash.cash, including $412.6 million at the JV.

During the year ended December 31, 2024,2025, $179.9$611.6 million of construction capital costs and other project-related costs were capitalized. To December 31, 2025, a total of $982.8 million of construction capital costs and other project-related costs have been capitalized. See the Capital Expenditure and 2026 Capital Guidance section below for more details.

SubsequentOn toApril Q4 2024 on March 6,1, 2025, the Company closed the previously announced a strategic investment of $250 million from fund entities managed by Orion Resource Partners LP (collectively, “Orion”), for the development and construction of Phase 1 of the Thacker Pass (“Orion Investment”). As part of closing, Orion haspaid committedthe toCompany purchasetotal gross proceeds of $220 million in cash for $195 million of senior unsecured convertible notes in (the aggregate principal amount of $195 million and enter into a Production Payment Agreement (“PPANotes”) whereby Orion will pay the Companyand $25 million in exchange for payments corresponding to the minerals processedproduced and gross revenue generated by Thacker Pass.Pass Orion(the has“Production alsoPayment committed,Agreement” subjector “PPA”). On declaring FID, GM and the Company contributed $100 million and $191.6 million in cash to the satisfactionJV, of certain conditions precedent, to purchase an additional $30 million in aggregate principal amount of senior unsecured convertible notes during the next two years upon request by the Company.respectively.

On October 28, 2024, the Company closed thea $2.26 billion DOE Loan from the U.S.Office DOEof LPOEnergy Dominance Financing (“EDF”), previously known as the Loans Program 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 includesincluded principal of $1.97 billion and capitalized interest during construction, which iswas estimated to be $290$289.6 million over a three-year period (based on an interest rate of 5.2%). The DOE Loan hasoriginally had 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,rates without any additional credit spread. OtherThe keyDOE termsLoan includewas customaryamended covenantsby andthe eventsOWCA ofon defaultOctober for7, a2025, projectas financediscussed loanin facilitymore anddetail customary conditions precedent to loan effectiveness and advances for a project finance loan facility.below.

ThereExcept 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, 2025.

The following Management’s Discussion and Analysis (“MD&A”) provides information concerning the Company’s 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 the notes thereto for the three and six months ended MarchJune 31,30, 2026 and audited consolidated financial statements and the notes thereto for the years ended December 31, 2025 and 2024 (“FY 2025” and “FY 2024,” respectively), together with the notes thereto.. The financial information contained in this MD&A is derived from the unaudited condensed consolidated interim financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses certain non-GAAP financial measures. For a detailed description of each of the non-GAAP measures used, please refer to the discussion under “Use of Non-GAAP Financial Measures and Reconciliations.” This item should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the notes thereto included in this Form 10-Q.

The Company’s fiscal year is the 12-month period ending December 31. All references to “Q1Q2 2026” and “Q1Q2 2025” are to the fiscal quarters for the three-month periods ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively. All references to “YTD Q2 2026” and “YTD Q2 2025” are to the six-month periods ended June 30, 2026 and June 30, 2025, respectively. Amounts stated in this MD&A are in United States dollars, unless otherwise indicated.

Lithium Americas Corp. (the “Company”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”) a sedimentary-based lithium depositproject located in the McDermitt Caldera in Humboldt County in north-western Nevada, U.S. Thacker Pass is owned by Lithium Nevada LLC (“LN”), a wholly owned subsidiary of Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”), the joint venture (“JV”) between General Motors Holdings LLC (“GM”) and the Company (together, the “JV Partners”). As of MayAugust 13,12, 2026, the Company ownsowned a 62% interest in Thacker Pass and managesmanaged the Project, GM ownsowned a 38% interest in Thacker Pass, and the DOE ownsowned a warrant to purchase 8,656,509,695 non-voting units of the JV, which was equal to a 5% economic interest in the JV Warranton January 30, 2026 (asthe defined“Issuance belowDate”), at an exercise price of $0.0001 per unit (the “JV Warrant”). The JV is consolidated in the unaudited condensed consolidated interim financial statements of the Company.

As of MarchJune 31,30, 2026, the Company had approximately $1.2$1.3 billion total cash and restricted cash, including $529$530.3 million at the Thacker Pass JV level.

On March 19, 2026, the Company entered into an at-the-market (“ATM”) equity program, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250 million (the “March 2026 ATM Program”). Use of netNet proceeds forreceived from the March 2026 ATM Program includesmay be used for general corporate purposes, which may include funding of corporate and project overhead expenses, financing ofoverhead, capital expenditures, repaymentdebt of indebtednessrepayment, and additions to working capital. As of MarchJune 31, 2026, the Company did not issue or sell any common shares nor receive any net proceeds pursuant to the March 2026 ATM Program. Subsequent to March 31,30, 2026, the Company issued and sold an aggregate total of 2.313.0 million common shares at an average price of $5.20$5.36 per share pursuant to the March 2026 ATM Program, for aggregate net proceeds of $11.2$68.5 million after sales agentagent’s commission and other expenses. Subsequent to Q2 2026, the Company issued and sold 1.1 million common shares at an average price of $3.87 per share for aggregate net proceeds of $4.2 million after sales agent’s commission and other expenses.

As of MayAugust 13,12, 2026, the Company had 351,062,478363,042,943 shares issued and outstanding.

The Company continues to progress major construction of the processing plant at Thacker Pass Phase 1, targeting mechanical completion in late 2027. As of MarchJune 31,30, 2026:

A total of 2.433.42 million workhours were completed at Thacker Pass without a serious injury or lost-time incident, andwith a total recordable incident frequency rate of 0.25.0.58.

A total of $1.3$1.8 billion of construction capital costs and other project-related costs havehad been capitalized, of which $1.1$1.6 billion is part of the total capital expenditure (“Capex”) estimate of $2.93 billion per the Company’s Technical Report entitled “NI 43-101 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” effective December 31, 2024 (“Technical Report”). The Company continues to target a total capexCapex range of $1.3 billion to $1.6 billion for Thacker Pass Phase 1 for fiscal year 2026. See the Capital Expenditure and 2026 Capex Guidance section below for more details.

Detailed engineering design completed surpassed 95%, while procurement wasexceeded over 70% complete,80%, including the shipment of major plant materials and equipment.

ThereOver 1,600 personnel were approximately 1,065 personnel on site, and on-site personnel levels are expected to increase to over 2,000 in the second half of 2026.

ThereOver 1,500 workers were over 1,000 workers residing at the Company’s all-inclusive housing facility for construction workers in Winnemucca (the “Workforce Hub” or “WFH”).

Long-lead equipment has beencontinued arriving to eitherat Thacker Pass orand the fabrication yard in Winnemucca, including the 115KV Main Transformer, Auxiliary Boiler, Air Cooled Heat Exchangers, Fin Fan Cooler, Duplex Stack and Bicarbonate Reactors. Additional long-lead items that have started their delivery to site include the Thickener Steel and Shell Plates, Filter Presses, Steam Turbine Generator and SS Converter.Winnemucca. Outstanding long-lead items are expected to be delivered throughout 2026, along with other equipment and construction materials.

Over 75%85% of the structural steel for Thacker Pass, which is sourced from the United Arab Emirates, is in transit or has arrived on site at Thacker Pass or the laydown yard in Winnemucca. The balance is expected in Q3 2026. The Company and Bechtel have worked with the steel supplier to attempt to limitminimize the effectsimpact of the Middle East conflict, including the closure of the Strait of Hormuz, to minimize impacts on the fabrication and shipment of steel to Thacker Pass. Predominantly, theThe Company has successfully re-routed steel through the Port of Jeddah.

Development milestones achieved to date at Thacker Pass during Q2 2026 include:

StructuralProgressing structural steel at the Filter Building, Magnesium Sulfate Building progresses, withand the secondLithium floorCarbonate being installed.Building.

Given the advanced level of detailed engineering,engineering achieved, the Company has commenced a definitive capital estimate, targeting completion inby the second halfend of Q3 2026. Advanced levels of engineering and procurement is expected to enable the team to estimate remaining quantities and materials with higher confidence. The Company will use current data to assess remaining labor needs and productivity rates for the estimate and will incorporate recent and unexpected developmentsdevelopments, including the implications offrom tariffs, conflicts in the Middle East conflict impacts,East, fuel price increasesprices, and other inflationary increases that were not included in the total Capex estimate of $2.93 billion per the Company’s Technical Report. TheDuring totalQ2 Capex estimate of $2.93 billion did not include any exposure to tariffs. The Company estimates2026, the totalcost potential exposure to tariffsenvironment for activities associated with Thacker Pass Phasewas 1also constructionunfavorably costsimpacted toby beitems approximatelysuch $80as: millionreduced toopen $120sea million,lane availability, reductions in the availability of U.S. fabrication capacity, constraints in U.S. logistics, further inflationary pressures as well as an increasingly competitive skilled labor market. Further, total associated tariff exposure, the majority of which is expected to be incurred during 2026.2026, is estimated between $80 million and $100 million.

Construction at the Company’s Transload Terminal (“TLT”) west of Winnemucca commencedcontinues. inIn MarchQ2 2026, withthe completiongeneral site and railroad grading were completed and installation of rail stabilization (geo-membrane) and sub-ballast commenced. Completion of the TLT is targeted in 2027 to align with start upstartup at Thacker Pass. The TLT is approximately 60 miles from Thacker Pass, adjacent to the rail line, and is intended to support operations by serving as a critical logistics hub for the Project’soperation’s reagents.

As of MarchJune 31,30, 2026, a total of $1.3$1.8 billion of construction capital costs and other project-related costs havehad been capitalized, of which $1.1$1.6 billion is part of the total Capex estimate of $2.93 billion per the Company’s Technical Report. The Company continues to target a total Capex range of $1.3 billion to $1.6 billion for Thacker Pass Phase 1 for fiscal year 2026.

The table below summarizes Capex duringin the quarterthree and six months ended MarchJune 31,30, 2026, cumulative Capex to MarchJune 31,30, 2026, as well as the Company’s 2026 Capex guidance.

Thacker Pass Phase 1 construction costs cumulative to MarchJune 31,30, 2026 and those estimated for fiscal year 20262026, do not include $14.1$19.5 million and $8.0 million, respectively, of community contributions that are required to be expensed under U.S. GAAP, though these were included in the $2.93 billion Capex estimate per the Company’s Technical Report.

Thacker Pass Phase 1 construction costs ascumulative ofto MarchJune 31,30, 2026, and those estimated for fiscal year 2026, include actual tariffs incurred (through MarchJune 31,30, 2026. Thacker Pass Phase 1 construction costs estimate for fiscal year 2026) andalso include estimated tariff exposure, primarily for equipment and construction materials sourced from Canada, China, India, UAE, Turkey and the European Union. The Company has been working toward limiting the effect of any potential tariffs on its construction supply chain, with approximately 75% of the total capital project cost structure related to labor, contractors and other services not expected to be directly affected by any potential tariffs. The Company continues to closely monitor potential tariff exposure; however, changes in tariffs and trade restrictions can be announced with little or no advance notice.

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

The DOE and the Company’s subsidiary, LN, executed the DOE Loan on October 28, 2024 for a construction facility with a maximum borrowing of $1.97 billion plus up to $289.6 million of capitalized interest for a total of $2.26 billion, provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program, to fund eligible construction costs of Thacker Pass, over the period from the first advancePass through no later than November 30, 2028. The DOE Loan agreement was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures, aand JVfurther withamended GMon October 7, 2025 pursuant to ownan aomnibus 100%waiver, consent and amendment (as amended, the “OWCA”), which reduced the expected total loan amount to $2.23 billion (reflecting lower estimated capitalized interest induring LN,construction whichof owns$256 Thacker Pass.million).

The Company issued to the DOE a warrant to purchase up to 18,268,687 common shares (the “LAC Warrant”), which was equal to 5% of the Company’s outstanding total shares as of the Issuance Date, at an exercise price of $0.01 per share, and the JV issued to the DOE the JV Warrant to purchase 8,656,509,695 non-voting units of the JV,JV (together with the LAC Warrant, the “Warrants”), which was equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per unit,unit. Each Warrant is exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the JVrespective Warrant.

TheIn connection with these issuances, the JV, the Company, 1339480 B.C. Ltd., LAC US Corp. (the “LAC JV Member”), GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”), under which the DOE has the right tomay require GM to either purchase the JV Warrant (or cause the JV to do so) at a mutually agreed price, or, failing agreement,agreement on price, exchange the JV Warrantit for the Company’sCompany common sharesshares. basedGM onhas a definedcorresponding warrantcall conversion rate. In addition,right following substantial completion of Thacker Pass, GM has a call right to trigger the same sale or exchange mechanics if pricing cannot be agreed within specified timeframes.Pass.

As of MayAugust 13,12, 2026, the LACWarrants Warrant and the JV Warrant havehad not been exercised.

Periodic repayments of principal and interest on the DOE Loan commence January 20, 2029.2029, The DOE Loanwhich has a maturity date of July 20, 2048. ThePrepayment Companyis may prepay the loanpermitted at any time, subject to certain conditions, by paying principal plus accrued interest on outstanding advances.conditions.

TheAs of June 30, 2026, the Company received itsadvances first advance onunder the DOE Loan of $435.0 million on October 20, 2025 and its second advance on the DOE Loan of2025, $432.0 million on February 24, 2026, and $342.0 million on June 3, 2026.

On October 15, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with GM to establish a JV for the purpose of funding, developing, constructing and operating Thacker Pass (the “JV Transaction”). Prior to closing theThe JV Transaction closed on December 23, 2024, prior to which the Company transferred its interest and certain other assets into Lithium Nevada Ventures. InUnder connectionthe withInvestment Agreement, GM acquired a 38% asset-level ownership stake in Thacker Pass for $625.0 million in total cash and letters of credit, including $430.0 million of direct cash funding to the JV Transaction,for Phase 1 construction and a $195.0 million letter of credit facility (“LC Facility”) for DOE Loan reserve account collateral (issued for the Companybenefit alsoof closedCitibank, anN.A. amendmentin toits capacity as collateral agent under the DOE Loan on DecemberAugust 20,5, 2024 to accommodate changes relating to the JV Transaction.2025).

Pursuant to an offtake agreement, GM is required to purchase lithium production from Thacker Pass Phase 1, equal to 20% of GM’s specific lithium requirements, up to 100% of Phase 1 production volume (“Phase 1 Offtake Agreement”). Concurrently with closing of the DOE Loan, the Phase 1 Offtake Agreement was, extended to 20 years.years Asconcurrently part ofwith the JVDOE Transaction,Loan closing. GM also entered into an additional 20-year offtake agreement for up to 38% of production volumes from Phase 2 of Thacker Pass and retained its right of first offer on the remaining balance of Phase 2 volumes (“Phase 2 Offtake Agreement” and, together with the Phase 1 Offtake Agreement, the “Offtake Agreements”)., retaining a right of first offer on the remaining Phase 2 balance.