Lithium Americas Announces $250 Million Strategic Investment from Orion Resource Partners for Thacker Pass

Lithium Americas Announces $250 Million Strategic Investment from Orion Resource Partners for Thacker Pass

VANCOUVER, British Columbia–(BUSINESS WIRE)–Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium Americas” or the “Company”) announced a strategic investment of $250 million from fund entities managed by Orion Resource Partners LP (collectively, “Orion”), a leading global investment firm dedicated to metals and materials, which is expected to achieve fully funded status at the project and corporate level for the development and construction of Phase 1¹ of the Thacker Pass lithium project in Humboldt County, Nevada (“Thacker Pass” or the “Project”) for the duration of construction. Completion of Thacker Pass Phase 1 is targeted for late 2027.

Orion has committed to purchase senior unsecured convertible notes in the aggregate principal amount of $195 million (the “Notes”) and enter into a Production Payment Agreement (“PPA”) whereby Orion will pay Lithium Americas $25 million in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass (together, the Notes and PPA represent an aggregate initial investment of $220 million). Orion has committed, subject to the satisfaction of certain conditions precedent, to purchase an additional $30 million in aggregate principal amount Notes within two years (the “Delayed Draw Notes”) upon request by the Company. Together, the Notes, PPA and Delayed Draw Notes represent an aggregate $250 million investment for the development and construction of Phase 1 of Thacker Pass. The investment is expected to close the week of March 10, 2025, subject to the satisfaction of certain closing conditions. The investment establishes a long-term partnership with a premier resource investment firm with extensive experience in landmark projects. In addition, Orion has agreed, on a non-binding basis, to evaluate the potential to support up to $500 million of financing for the construction and development of Phase 2² of Thacker Pass.

Jonathan Evans, Lithium Americas’ President and CEO, said:

Orion’s long-term investing horizon and experience with resource development makes them an excellent partner for Lithium Americas and Thacker Pass and contributes to our strong relationships with General Motors and the U.S. Department of Energy,

“Orion’s commitment to this Project highlights the strategic importance of Thacker Pass to national security and developing a domestic supply chain, as we work to reduce American dependence on foreign suppliers for critical minerals.”

Oskar Lewnowski, Orion’s Founder and Group CEO added,

Orion is excited to make this strategic investment in Lithium Americas to support the development of a domestic lithium supply chain to meet the rising demand across industries.

Istvan Zollei, Managing Partner of Orion added,

Thacker Pass is a world-class project, and we are committed to providing investment solutions for metals and materials critical to sustainable economic growth and the energy transition.

The Company expects that the initial $220 million investment will satisfy all remaining requirements from both the U.S. Department of Energy (“DOE”) and General Motors Holdings LLC (“GM”) to satisfy all remaining equity capital fundraising requirements under the previously announced $2.26 billion loan from the DOE (the “DOE Loan”). The investment positions the Company to be fully funded at both the project and corporate level for the duration of construction and provides Lithium Americas with meaningful liquidity post-final investment decision (“FID”) to manage its corporate overhead costs and other expenses during construction. First draw on the DOE Loan is expected to occur sometime in the third quarter of 2025.

Lithium Americas expects that the strategic investment from Orion will enable it to make an affirmative FID of the Thacker Pass joint venture (“JV”) for Phase 1 of Thacker Pass concurrently with the closing of the initial $220 million investment. The FID decision remains subject to certain conditions precedent, including the approval of GM (together with Lithium Americas, the “JV Partners”).

In the fourth quarter of 2024, the Company issued Bechtel, the Thacker Pass engineering procurement and construction management (“EPCM”) contractor, and other major contractors full notice to proceed (“FNTP”) to de-risk the project schedule. Completion of Thacker Pass Phase 1 is targeted for late 2027.

ORION INVESTMENT DETAILS

Orion will purchase $195 million in aggregate principal amount of the Notes and enter into a PPA whereby Orion will pay Lithium Americas $25 million in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass. The Notes will mature in 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 ending 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 processed 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 Project. Both fixed and variable payments will only apply to the first 41,500 tonnes of lithium processed 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. Although Orion has agreed, on a non-binding basis, to evaluate the potential to support up to $500 million of financing for the construction and development of Phase 2 of Thacker Pass, Orion has not committed or otherwise agreed to any such further investment. Orion will consider such investment, including the type of financing and conditions in respect thereof, at the time that the Company is considering financing Phase 2 of Thacker Pass.

The Company is relying upon the exemption set forth in Section 602.1 of the Toronto Stock Exchange (“TSX”) Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange.

ADVISORS

Evercore Group L.L.C. and Goldman Sachs & Co. LLC are acting as joint lead placement agents for Lithium Americas, and Vinson & Elkins LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Lithium Americas. Torys LLP and Davis Graham & Stubbs LLP are acting as legal counsel to Orion Resource Partners.

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