Lithium Americas 6K Current report | LAC 7 Nov 24


			Exhibit 99.2

	(Formerly 1397468 B.C. Ltd.)


	Condensed Consolidated Interim Financial Statements


	For the three and nine months ended September 30, 2024

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION


			September 30,			December 31,
	Note		2024			2023
			$			$
CURRENT ASSETS
Cash and cash equivalents		4		341,163			195,516
Receivables, prepaids and deposits		5		7,858			10,367
				349,021			205,883
NON-CURRENT ASSETS
Investment in Green Technology Metals		6		829			2,580
Investment in Ascend Elements		7		4,445			8,582
Restricted cash				288			288
Property, plant and equipment		8		330,552			206,082
Other assets	8			6,860			15,315
Exploration and evaluation assets		9		972			770
				343,946			233,617
TOTAL ASSETS				692,967			439,500
CURRENT LIABILITIES
Accounts payable and accrued liabilities				23,703			23,361
Current portion of leases	11			1,241			854
GM transaction derivative liability		10		210			348
				25,154			24,563
LONG-TERM LIABILITIES
Leases and other liabilities		11		6,566			6,613
Decommissioning provision				2,567			862
				9,133			7,475
TOTAL LIABILITIES				34,287			32,038

SHAREHOLDERS’ EQUITY
Share capital		1		927,650			656,802
Contributed surplus and net former parent investment				15,738			15,020
Deficit				(284,708	)		(264,360	)
TOTAL SHAREHOLDERS’ EQUITY				658,680			407,462
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				692,967			439,500

Subsequent event (Note 22)

Approved for issuance on November 7, 2024

On behalf of the Board of Directors:


“Fabiana Chubbs”	“Kelvin Dushnisky”
Director	Director

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS


		Three Months Ended September 30,						Nine Months Ended September 30,
	Note	2024 $			2023 $			2024 $			2023 $

Exploration and evaluation expenditures	16	-			-			-				(3,764	)
General and administrative expenses	15		(4,392	)		(2,667	)		(13,486	)		(8,025	)
Equity compensation	12		(1,289	)		(520	)		(3,884	)		(2,077	)
			(5,681	)		(3,187	)		(17,370	)		(13,866	)
OTHER ITEMS
Transaction costs	17		(6,061	)		(2,529	)		(8,242	)		(9,359	)
Gain/(loss) on financial instruments measured at fair value	6,7,10		(1,266	)		5,586			(5,750	)		32,545
Finance costs			(10	)	-				(17	)		(335	)
Finance and other income	18		4,955			(70	)		11,031			(18	)
			(2,382	)		2,987			(2,978	)		22,833
NET INCOME/(LOSS)			(8,063	)		(200	)		(20,348	)		8,967

TOTAL COMPREHENSIVE INCOME/(LOSS)			(8,063	)		(200	)		(20,348	)		8,967


BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE	13	$	(0.04	)	$	(0.00	)	$	(0.10	)	$	0.06
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED			218,039			160,048			194,898			160,048

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF EQUITY



	Share capital					Contributed surplus and net former parent investment			Deficit			Total Shareholders' equity
	# of shares		Amount
			$			$			$			$
Balance, December 31, 2022	-		-				226,009			(260,426	)		(34,417	)
Net former parent investment	-		-				319,130		-				319,130
Net income	-		-			-				8,967			8,967
Balance, September 30, 2023	-		-				545,139			(251,459	)		293,680

Balance, December 31, 2023		161,778		656,802			15,020			(264,360	)		407,462
Shares issued on conversion of share-based awards (Note 12)		1,516		8,702			(8,702	)	-			-
Shares issued from public offering (Note 12)		55,000		275,000		-			-				275,000
Share issuance cost related to public offering	-			(12,854	)	-			-				(12,854	)
Equity compensation amortization	-		-				9,420		-				9,420
Net loss	-		-			-				(20,348	)		(20,348	)
Balance, September 30, 2024		218,294		927,650			15,738			(284,708	)		658,680

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS


			Nine Months Ended September 30,
			2024			2023
	Note		$			$
OPERATING ACTIVITIES
Net income/(loss)				(20,348	)		8,967

Items not affecting cash and other items:
Equity compensation		12		3,884			97
Depreciation				165			196
Loss/(gain) on financial instruments measured at fair value	6,7,10			5,750			(32,545	)
Other items			-				513

Changes in working capital items:
Decrease in receivables, prepaids and deposits				3,915			1,301
Increase/(decrease) in accounts payable, accrued liabilities and other liabilities				3,194			(12,290	)
Net cash used in operating activities				(3,440	)		(33,761	)
INVESTING ACTIVITIES
Additions to property, plant and equipment				(112,097	)		(115,398	)
Additions to exploration and evaluation assets				(202	)		(347	)
Net cash used in investing activities				(112,299	)		(115,745	)
FINANCING ACTIVITIES
Proceeds from public offering		12		275,000		-
Share issuance costs related to public offering				(12,854	)	-
Net former parent investment - capital contributions			-				46,189
Gross proceeds from GM transaction		10	-				320,148
Payment of expenses related to the GM transaction			-				(15,217	)
Lease payments				(760	)		(560	)
Deferred financing costs			-				(1,191	)
Net cash provided by financing activities				261,386			349,369

CHANGE IN CASH AND CASH EQUIVALENTS				145,647			199,863

CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD				195,516			636
CASH AND CASH EQUIVALENTS - END OF THE PERIOD				341,163			200,499

Supplemental cash flow information (Note 20)

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

BACKGROUND AND NATURE OF OPERATIONS

1397468 B.C. Ltd. was incorporated under the Business Corporations Act (British Columbia) on January 23, 2023 for the sole purpose of acquiring ownership of the North American business assets and investments of an entity then named Lithium Americas Corp. (“Old LAC”) and, which is now named Lithium Americas (Argentina) Corp. (“Lithium Argentina”), pursuant to a separation transaction (the “Separation”) as described in Note 2. The assets, liabilities and activities of Old LAC's North American business prior to the Separation are referred to as LAC North America. Upon consummation of the Separation on October 3, 2023, 1397468 B.C. Ltd. was re-named Lithium Americas Corp. (“New LAC” or the “Company”) and its common shares were listed on the Toronto Stock Exchange (“TSX”) and on the New York Stock Exchange (“NYSE”) under the symbol “LAC.”

The Separation was completed pursuant to a statutory plan of arrangement (the “Arrangement”). Under the terms of the Arrangement, Old LAC contributed to New LAC the assets of LAC North America, including Thacker Pass, investments in shares of certain companies, its receivable of $43.6 million plus accrued interest to October 3, 2023 and cash of $275.5 million (which included the remaining unspent proceeds of the Tranche 1 Investment and $75 million to establish sufficient working capital). Each shareholder of Old LAC was granted one common share in Lithium Argentina and one common share of New LAC in exchange for each Old LAC share, resulting in two independent publicly traded companies. The Separation was pro rata to the shareholders of Old LAC, so that the holders maintained the same proportionate interest in Old LAC (and, upon the Separation, Lithium Argentina) and New LAC both immediately before and after the Separation.

These condensed consolidated interim financial statements present the financial position, results of operations, changes in shareholders' equity and cash flows of the Company as if it had operated on a stand-alone basis. Namely, the comparative results of LAC North America as at and for the period ended September 30, 2023, were prepared on a carve-out basis. The operating results for the current period ended September 30, 2024 represent actual financial results for the period. The financial position of the Company as at December 31, 2023 was derived from the assets and liabilities assumed as part of the Separation on a continuity of interests basis and reflects the actual activities of the Company from October 3, 2023 to December 31, 2023.

The Company is focused on advancing the Thacker Pass project (“Thacker Pass”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. Thacker Pass is 100%-owned by Lithium Nevada Corp., which is wholly owned by 1339840 B.C. Ltd., a wholly-owned subsidiary of the Company. The head office and principal address of the Company is Suite 3260, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.

On January 30, 2023, LAC North America entered into a purchase agreement with General Motors Holdings LLC (“GM”) pursuant to which GM agreed to make a $650 million investment (the “Transaction”), the proceeds of which are to be used for the construction and development of Thacker Pass. The Transaction is comprised of two tranches, with the $320.1 million first tranche investment (the “Tranche 1 Investment”) and a second tranche investment of up to $329.9 million (the “Tranche 2 Investment”). The Tranche 1 Investment was completed on February 16, 2023 resulting in GM owning 15,002 common shares of Old LAC which became an equivalent number of shares of the Company post - Separation.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

BACKGROUND AND NATURE OF OPERATIONS (continued)

As the Separation was completed before the closing of the Tranche 2 Investment, the Tranche 2 agreement between GM and Old LAC was terminated on October 3, 2023 and replaced by a corresponding subscription agreement between GM and New LAC (the “Tranche 2 Investment Agreement”) (see Note 10) such that the Tranche 2 Investment proceeds would be received by the Company. On October 15, 2024, the Company and GM entered into a new investment agreement (“GM Investment Agreement”) to establish a joint venture (“JV”) for the purpose of funding, developing, constructing and operating Thacker Pass (“JV Transaction”). The JV Transaction will deliver $625 million of cash and letters of credit from GM to Thacker Pass. Under the terms of the GM Investment Agreement, GM will acquire a 38% asset-level ownership stake in Thacker Pass. The Company and GM terminated the Tranche 2 Investment Agreement concurrently with the execution of the GM Investment Agreement.

As part of the Separation, an investors rights agreement and an agreement to supply GM with lithium carbonate production from Thacker Pass Phase 1 and a right of first offer ("ROFO") on Phase 2 production (the “Offtake Agreement”) were assigned by Old LAC to the Company. GM has 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 expected maturity of the DOE Loan. Upon closing of the JV Transaction, GM will also enter into an additional 20 year offtake agreement for up to 38% of Thacker Pass Phase 2 production and will retain its existing ROFO on the remaining Phase 2 production volumes.

On March 12, 2024, the Company received a conditional commitment (“Conditional Commitment”) from the U.S. Department of Energy (“DOE”) for a $2.26 billion loan under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”), for financing the construction of the processing facilities at Thacker Pass. On October 28, 2024, the Company and the DOE closed the $2.26 billion DOE Loan. The Company is required to meet certain conditions precedent in advance of first draw under the DOE Loan.

On August 5, 2024, the Company received approval for a $11.8 million grant from the U.S. Department of Defense to support an upgrade of local power infrastructure and to help build a transloading facility.

To date, the Company has not generated significant revenues from operations and has relied on equity financing to fund operations. The underlying values of exploration and evaluation assets, property, plant and equipment and the investment in Thacker Pass are dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, and the ability of the Company to obtain the necessary financing to complete development, and to attain future profitable operations.

BASIS OF PREPARATION AND PRESENTATION

These condensed consolidated interim financial statements of the Company (“Interim Financials”) have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of interim financial statements, including International Accounting Standards (“IAS”) 34, Interim Financial Reporting. The Interim Financials should be read in conjunction with the Company’s last annual consolidated financial statements as at and for the year ended December 31, 2023 (the “2023 Annual Financials”), which have been prepared in accordance with IFRS.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

BASIS OF PREPARATION AND PRESENTATION (continued)

Prior to October 3, 2023, LAC North America did not operate as a separate legal entity. The assets, liabilities, results of operations and cash flows prior to October 3, 2023 were those specifically identifiable to LAC North America including assets, liabilities and expenses relating to Thacker Pass, specified investments, transactions and balances arising from the GM investment, as well as an allocation of certain costs relating to the management of those relevant assets, liabilities and results of operations. Such costs were allocated from the shared corporate expenses of Old LAC based on the estimated level of involvement of Old LAC management and employees with LAC North America.

During the comparative period ended September 30, 2023, Old LAC costs were allocated to LAC North America for corporate administrative expenses and employment costs of Old LAC employees primarily relating to Old LAC employees who provided services including accounting and finance, legal, information technology, human resources, marketing, investor relations, contract support, treasury, administrative and other corporate head office services.

The expenses and cost allocations have been determined on a basis considered by Old LAC to be a reasonable reflection of the utilization of services provided to or the benefit received by LAC North America during the comparative period ended September 30, 2023 presented relative to the total costs incurred by Old LAC.

The Interim Financials are expressed in US dollars (“USD”), the Company’s presentation and functional currency. The accounting policies are the same as those applied in the Company’s 2023 Annual Financials.

SUMMARY OF MATERIAL ACCOUNTING POLICIES

Principles of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its corporate group of companies, consisting of (i) wholly-owned US subsidiaries Lithium Nevada and KV Project LLC; and (ii) Canadian wholly-owned subsidiary 1339480 B.C. Ltd. All intercompany transactions and balances have been eliminated.

Estimation Uncertainty and Significant Accounting Policy Judgments

The preparation of these Interim Financials in conformity with IFRS applicable to the preparation of interim financial statements requires management to make assumptions, estimates, and judgments that affect the amounts reported in these interim financial statements and accompanying notes. The Company bases its estimates on historical experience and various assumptions that are believed to be reasonable at the time the estimate was made. Accordingly, actual results may differ from amounts estimated in these condensed consolidated interim financial statements and such differences could be material.

Significant judgments made by management in applying the Company’s accounting policies and key sources of estimation uncertainty were substantially the same as those applied in the 2023 Annual Financials of the Company as well as additional items as follows:

Fair Value Remeasurement of Investment in Ascend Elements

The Company applied judgment in estimating the fair value of its investment in Ascend Elements. As Ascend Elements is a private company, there is no observable market data to use, so the Company carried out an assessment based on publicly-available information on the business activities of Ascend Elements and the market trends impacting its peer companies trading publicly in the lithium battery recycling market.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

Assessment of Impairment of Thacker Pass

Management conducts an impairment assessment of Thacker Pass if an impairment indicator as defined in accordance with International Accounting Standard 36 Impairment of Assets (“IAS 36”) is identified. Management determined that there were no impairment indicators at September 30, 2024.

New IFRS Pronouncements

Amendments to IAS 1 – Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non- current Liabilities with Covenants.

These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. These amendments do not impact the Interim Financials.

IFRS 18 – Presentation and Disclosures in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces new requirements for all companies to present specific categories and defined subtotals in the statement of profit and loss, disclose explanations of management defined performance measure if used in the financial statements, and improve aggregation and disaggregation.

The standard is effective for periods beginning on or after January 1, 2027. Retrospective application is required and early adoption is permitted. The Company is currently evaluating the impact of this new standard on the Company's financial statements.

CASH AND CASH EQUIVALENTS


	September 30, 2024		December 31, 2023
	$		$
Cash		3,212		12,050
Cash equivalents		337,951		183,466
		341,163		195,516

As at September 30, 2024, $0.6 million of cash and cash equivalents were held in Canadian dollars (December 31, 2023 - $8.5 million), and $340.6 million in US dollars (December 31, 2023 - $187.0 million). Cash equivalents include investments in US treasury bills, short-term savings and deposit accounts with two Canadian Schedule I chartered banks that mature within 90 days of the date of acquisition and earn interest between 4.6-5.5% per annum.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

PREPAIDS, DEPOSITS AND RECEIVABLES


	September 30, 2024		December 31, 2023
	$		$
Prepaids and deposits		5,711		5,872
Receivables		151		2,922
Interest receivable		1,996		1,573
		7,858		10,367

INVESTMENT IN GREEN TECHNOLOGY METALS

On April 28, 2022, LAC North America entered into an agreement to acquire shares of Green Technology Metals Limited (ASX: GT1) (“GT1”), a North American focused lithium exploration and development public company with hard rock spodumene assets in north-western Ontario, Canada, in a private placement for total consideration of $10,000.

As at September 30, 2024, the Company holds 13,301 common shares, representing approximately 3% of the issued and outstanding shares of GT1 with a fair value of $829 (December 31, 2023 - $2,580) determined based on the market price of GT1 shares as of such date. A gain on change in fair value of GT1 shares of $146 (2023 - loss of $2,724) and a loss on change in fair value of $1,751 (2023 - $3,861) respectively were recognized in the Condensed Consolidated Interim Statements of Comprehensive Loss for the three and nine month periods ended September 30, 2024.

The Company’s investment in GT1 is classified as a Level 1 financial instrument (Note 21).

INVESTMENT IN ASCEND ELEMENTS

On July 18, 2022, LAC North America made a $5,000 investment in Ascend Elements, Inc. (“Ascend Elements”), a private US based lithium-ion battery recycling and engineered material company, by way of a subscription for Series C-1 preferred shares.

As at September 30, 2024, the Company holds 806 series C-1 preferred shares of Ascend Elements with an estimated fair value of $4,445 (December 31, 2023 - $8,582). As Ascend Elements is a private company, there is no observable market data to use as a measurement of fair value, so the Company’s assessment was determined based on a review of Ascend Elements’ business developments, financings and trends in the share prices of other companies in the same industry sector.

At September 30, 2024, the Company estimated the fair value of the investment in Ascend Elements and determined the value had decreased by 26% based on a number of factors, primarily the overall downturn of the lithium battery recycling market as measured by the reduction in the fair value of a basket of publicly-traded peer companies during the third quarter of 2024. As a result, a loss on change in fair value of the investment in Ascend Elements of $1,562 (2023 - gain of $3,582) and loss on change in fair value of $4,137 (2023 - gain of $3,582) respectively was recognized in the Condensed Consolidated Interim Statement of Comprehensive Loss for the three and nine month periods ended September 30, 2024.

The Company’s investment in Ascend Elements is classified as a Level 3 financial instrument (Note 21).

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

PROPERTY, PLANT AND EQUIPMENT


	Thacker Pass1		Equipment and machinery			Right of Use assets			Other			Total
	$		$			$			$			$
Cost
As at December 31, 2022	-			2,740			3,378			701			6,819
Transfers from E&E (Note 9)		9,091	-			-			-				9,091
Additions		193,728		210			549			134			194,621
Disposals	-		-				(275	)		(90	)		(365	)
As at December 31, 2023		202,819		2,950			3,652			745			210,166
Additions		124,613		52			1,096			224			125,985
Disposals	-			(36	)		(14	)	-				(50	)
As at September 30, 2024		327,432		2,966			4,734			969			336,101


	Thacker Pass1	Equipment and machinery			Right of Use assets			Other			Total
	$	$			$			$			$
Accumulated depreciation
As at December 31, 2022	-		1,644			1,024			215			2,883
Depreciation for the year	-		587			807			85			1,479
Disposals	-	-				(188	)		(90	)		(278	)
As at December 31, 2023	-		2,231			1,643			210			4,084
Depreciation for the period	-		453			949			82			1,484
Disposals	-		(5	)		(14	)	-				(19	)
As at September 30, 2024	-		2,679			2,578			292			5,549


	Thacker Pass1		Equipment and machinery		Right of Use assets		Other		Total
	$		$		$		$		$
Net book value
As at December 31, 2023		202,819		719		2,009		535		206,082
As at September 30, 2024		327,432		287		2,156		677		330,552

The “Thacker Pass” category also includes right of use assets with a cost of $1,848 as at September 30, 2024.

The Company has certain commitments for royalty and other payments to be made on Thacker Pass as set out below. These amounts will only be payable if the Company continues to hold the subject claims in the future and the royalties will only be incurred if the Company starts production from Thacker Pass.

•

20% royalty on revenue solely in respect of uranium;

•

8% gross revenue royalty on all claims up to a cumulative payment of $22,000. The royalty will then be reduced to 4% for the life of the project. The Company has the option at any time to reduce the royalty to 1.75% upon payment of $22,000.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

PROPERTY, PLANT AND EQUIPMENT (continued)

Prepayments of $6,860 at September 30, 2024 related to the non-current portion of project insurance for Thacker Pass and deposits on equipment, are included in Other assets. Prepayments of $15,315 at December 31, 2023 related to housing units and related transportation costs, as well as the non-current portion of project insurance for Thacker Pass, were included in Other assets.

EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets relating to Thacker Pass and other projects were as follows:


	Total
	$
Exploration and evaluation assets, as at December 31, 2022		9,514
Additions		347
Transfers to PP&E (Note 8)		(9,091	)
Exploration and evaluation assets, as at December 31, 2023		770
Additions		202
Exploration and evaluation assets, as at September 30, 2024		972

Upon commencement of development of Thacker Pass on February 1, 2023, the capitalized costs of Thacker Pass were transferred from exploration and evaluation assets to property, plant and equipment and Old LAC commenced capitalizing development costs.

Concurrent with the transfer of the Thacker Pass assets from exploration and evaluation to property, plant and equipment, the Company completed an impairment test of Thacker Pass which compared the carrying value to the recoverable amount. The recoverable amount is the greater of the value in use and the fair value less disposal costs. The fair value less disposal costs was calculated using a discounted cash flow model with feasibility study economics. The significant assumptions that impacted the fair value included future lithium prices, capital cost estimates, operating cost estimates, estimated mineral reserves and resources, and the discount rate. Based on the result of the impairment test, management concluded that there was no impairment.

10.

AGREEMENTS WITH GENERAL MOTORS

On January 30, 2023, LAC North America entered into an agreement with GM, pursuant to which GM agreed to make a $650,000 equity investment in two tranches, to be used for the construction and development of Thacker Pass. On February 16, 2023, the Tranche 1 Investment of $320,148 closed, resulting in GM’s purchase of 15,002 common shares of Old LAC which became an equivalent number of shares of the Company post-Separation. In connection with the Tranche 1 Investment, the Company and GM also entered into (a) a warrant certificate and a subscription agreement (the “GM Tranche 2 Agreements”), each in relation to a second tranche investment of up to $329,852; (b) the Offtake Agreement and (c) an investor rights agreement.

GM Tranche 2 Agreements

Pursuant to the GM Tranche 2 Agreements, as the Separation was completed before the closing of the Tranche 2 Investment by GM, the GM Tranche 2 Agreements with Old LAC were made ineffective in consideration for the purchase of two common shares of Old LAC and, a new subscription agreement was executed by New LAC and GM. The terms of the New LAC subscription agreement substantially mirrors the subscription agreement previously executed by Old LAC, subject to the shares and price being adjusted by the New LAC relative value ratio, such that GM’s second tranche investment of up to $329,852 would be made in New LAC.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

10.

AGREEMENTS WITH GENERAL MOTORS (continued)

Pursuant the Tranche 2 Investment agreement, GM would purchase common shares of New LAC subject to the satisfaction of certain conditions precedent, including the condition that the Company secured, subject to certain conditions, sufficient funding to complete the development of Phase 1 for Thacker Pass (the “Funding Condition”). The subscription agreement called for an aggregate purchase price of up to $329,852, with the number of shares to be determined using a price equal to the lower of (a) the 5-day volume weighted average share price (which is determined as of the date the notice that the certain conditions have been met) and (b) $17.36 per share.The GM Tranche 2 Agreements were treated as a derivative because the GM Tranche 2 Agreements could result in the issuance of a variable number of shares for the fixed subscription price. The derivative was initially measured at fair value and subsequently carried at fair value through profit and loss.

The Company recorded the GM Tranche 2 Agreements derivative on January 30, 2023, at an initial fair value of $33,194 and the net proceeds of Tranche 1 investment were recorded in Net former parent investment. Financial advisory fees of $16,803 and other transaction costs of $174 were paid in connection with the closing of the first tranche. The $1,760 portion of the transaction costs related to the GM Tranche 2 Agreements derivative were expensed. Transactions costs of $15,217 attributable to the GM Tranche 1 proceeds were recorded in the Net former parent investment.

Changes in the value of the GM Tranche 2 Agreements are summarized below:


	$
GM derivative liability
On initial recognition as at January 30, 2023		(33,194	)
Gain on change in fair value		32,846
As at December 31, 2023		(348	)
Gain on change in fair value		138
As at September 30, 2024		(210	)

The fair value of the derivative as of January 30, 2023, was determined using a Monte Carlo simulation with the following Old LAC’s inputs: volatility of 58.34%, share price of $21.99, a risk-free rate of 4.77%, and an expected dividend of 0%. The fair value of the derivative as of December 31, 2023, was estimated with the following inputs: volatility of 71.26%, share price of $6.40, a risk-free rate of 5.54%, and an expected dividend of 0%. The fair value of the derivative as of September 30, 2024, was estimated with the following inputs: volatility of 81.16%, share price of $2.70, a risk-free rate of 4.63%, and an expected dividend of 0%. A gain on change in the fair value of the derivative for the period from December 31, 2023, to September 30, 2024 of $138 (2023 - gain of $32,824) was recognized in the Condensed Consolidated Interim Statement of Comprehensive Loss for the nine months ended September 30, 2024.

Valuation of the derivative is sensitive to changes in the Company's share price and the assumed volatility of common shares. The change in fair value of the GM derivative liability for the nine months ended September 30, 2024, and year ended December 31, 2023, were driven by underlying valuation assumptions. A reduction/increase of the Company's share price by 10% at September 30, 2024, would result in a corresponding reduction/increase of the derivative value by 20% and 24% respectively.

As a result of the signing of the GM Investment Agreement on October 15, 2024, the Company and GM agreed to terminate the Tranche 2 Investment Agreement concurrently with the execution of the GM Investment Agreement.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

10.

AGREEMENTS WITH GENERAL MOTORS (continued)

Offtake Agreement

As part of the Arrangement, the Offtake Agreement was assigned to New LAC.

Pursuant to the Offtake Agreement, GM may purchase up to 100% of Thacker Pass Phase 1 production at a price based on prevailing market rates. The term of the arrangement for Phase 1 production was ten years, subject to a five-year extension at GM’s option, which will be extended to 20 years to support the expected maturity of the DOE Loan. The Company has also granted GM a ROFO on Thacker Pass Phase 2 production.

Upon closing of the JV Transaction, GM will also enter into an additional 20-year offtake agreement for up to 38% of production volumes from Phase 2 and will retain its existing ROFO on the remaining balance of Phase 2 production volumes.

11.

LEASES AND OTHER LIABILITIES

Leases


	September 30, 2024		December 31, 2023
	$		$

Current portion of leases		1,241	854

Long term portion of leases
Office leases		1,182		1,199
Vehicles and equipment leases		36		69
Land lease		1,848		1,845
		3,066		3,113
Other liabilities
Mining contractor liability		3,500		3,500
		6,566		6,613

Leases for office space, vehicles and equipment have terms ranging from 2 to 5 years. The land lease for land near the city of Winnemucca has a term of 40 years from signing in November 2023.

Other Liabilities

During Q2 2019, LAC North America entered into a mining design, consulting and mining operations agreement with a mining contractor for Thacker Pass which included a financing component. In accordance with the agreement, LAC North America received $3,500 from the mining contractor in seven consecutive equal quarterly installments, with $1,500 received in 2019 and $2,000 received in 2020. These amounts are included in the mining contractor liability balance.

The Company will pay a success fee to the mining contractor of $4,675 upon achieving certain commercial mining milestones or repay the $3,500 advance without interest if such commercial mining milestones are not met.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

12.

SHARE CAPITAL AND EQUITY COMPENSATION

Share Capital

Equity Financing

On April 22, 2024, the Company completed an underwritten public offering (the “Offering”) of 55 million common shares (the “Common Shares”) at a price of $5.00 per Common Share (the “Issue Price”) for aggregate gross proceeds to the Company of $275 million or net proceeds of approximately $262 million. The Company intends to use the net proceeds from the Offering to advance construction and development of Thacker Pass.

Authorized and Issued

The Company's authorized share capital is comprised of an unlimited number of common shares without par value.

At September 30, 2024, 218,294 (December 31, 2023 - 161,778) common shares were issued and outstanding.

Equity Incentive Plan

In connection with the completion of the Separation, the Company adopted an equity incentive plan (the “Equity Incentive Plan”). The Equity Incentive Plan provides for the grant to eligible directors and employees of incentive stock options exercisable to purchase common shares, Company RSUs that convert automatically into common shares and Company PSUs that are subject to performance conditions and/or multipliers and designated as such in accordance with the Equity Incentive Plan that are settled for common shares. The Equity Incentive Plan also provides for the grant to eligible directors of Company DSUs which the directors are entitled to redeem for common shares following retirement or termination from the Board. The Company RSUs may vest immediately or one-third per year on each of the grant anniversary dates over a period of up to three years and Company PSUs generally vest after three years.

In connection with the Arrangement, holders of all awarded DSUs, RSUs and PSUs of Old LAC previously held (collectively, the “Old LAC Units”) received, in lieu of such outstanding Old LAC Units, equivalent incentive securities of the Company and of Lithium Argentina. On October 3, 2023, the Company had 160,048 common shares issued and outstanding, and 225 DSUs, 2,171 RSUs and 1,037 PSUs were issued in connection with the Arrangement.

Restricted Share Units

Pursuant to the Arrangement, the holders of the Old LAC RSUs exchanged each Old LAC RSU for one New LAC RSU and 0.87 of a new Lithium Argentina RSU. New LAC RSUs issued to holders of Old LAC RSU who serve as a director, employee or consultant of Lithium Argentina rather than New LAC upon the Separation vested immediately on closing of the Separation, while RSUs issued to those who serve New LAC are subject to the vesting conditions of the original Old LAC awards.

During the nine months ended September 30, 2024, the Company granted 1,936 RSUs to its employees and consultants. The total estimated fair value of the RSUs was $9,337 (2023 - $3,204) based on the market value of the Company’s shares on the grant date. As at September 30, 2024, there was $6,009 (2023 - $2,346) of total unamortized compensation cost relating to unvested RSUs.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

12.

SHARE CAPITAL AND EQUITY COMPENSATION (continued)

During the nine months ended September 30, 2024, stock-based compensation expense related to RSUs of $2,819 was charged to operating expenses (2023 - $70) and $1,851 was capitalized to Thacker Pass project (2023 - $951). In Q1 2024, 642 RSUs were issued for settlement of the 2023 annual bonuses which were accrued at December 31, 2023.

A summary of changes to the number of outstanding RSUs is as follows:


	Number of RSUs
RSUs issued on Separation		2,171
Converted into shares		(1,191	)
Granted		670
Balance, RSUs outstanding as at December 31, 2023		1,650
Converted into common shares		(1,138	)
Granted		1,936
Cancelled		(39	)
Balance, RSUs outstanding as at September 30, 2024		2,409

Deferred Share Units

During the nine months ended September 30, 2024, the Company granted 99 DSUs to its directors. The total estimated fair value of the DSUs was $435.

A summary of changes to the number of outstanding DSUs is as follows:


	Number of DSUs
DSUs issued on Separation		225
Converted into common shares		(130	)
Balance, DSUs outstanding as at December 31, 2023		95
Granted		99
Balance, DSUs outstanding as at September 30, 2024		194

Performance Share Units

During the nine months ended September 30, 2024, the Company granted 442 PSUs to its employees. The total estimated fair value of the PSUs was $2,793 (2023 - $621) based on the fair value of the Company’s shares on the grant date. As at September 30, 2024, there was $3,723 (2023 – $558) of unamortized compensation costs relating to unvested PSUs. During the nine months ended September 30, 2024, stock- based compensation expense related to PSUs of $1,065 was charged to operating expenses (2023 - $27) and $179 was capitalized to Thacker Pass project (2023 - $156).

A summary of changes to the number of outstanding PSUs is as follows:


	Number of PSUs
PSUs issued on Separation		1,037
Converted into common shares		(409	)
Balance, PSUs outstanding as at December 31, 2023		628
Granted		442
Converted into common shares		(377	)
Balance, PSUs outstanding as at September 30, 2024		693

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

13.

EARNINGS (LOSS) PER SHARE

The weighted average number of common shares outstanding used in the calculation of both basic and diluted earnings per share for periods prior to the Separation was derived from common shares issued as of the Separation date of October 3, 2023.

Loss per share for the three and nine months ended September 30, 2023, which is presented on a “carve-out” basis has been calculated using the number of shares of New LAC that were issued and outstanding upon Separation on October 3, 2023.

14.

RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties:

Transition Services Agreement

Pursuant to the Separation, the Company and Lithium Argentina entered into a Transition Services Agreement whereby each company provides to the other company, various accounting, technical and other services, including managing settlement of employee equity awards. The TSA terminated on October 2, 2024.

Compensation of Directors and Key Management

The following presentation of the remuneration of directors and key management personnel of the Company. Directors and key management differ for the periods before and after Separation. The amounts for the comparative period ended September 30, 2023, represent an allocation of the remuneration of those directors and key management personnel allocated to LAC North America prior to the Separation date of October 3, 2023. The amounts for the current period ended September 30, 2024 are the actual costs incurred by the Company for those directors and key management personnel for compensation earned at and incurred by the Company.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	$		$		$		$
Salaries, bonuses, benefits and directors' fees included in the Consolidated Statement of Comprehensive loss		925		292		2,804		1,392
Salaries, bonuses, benefits included in PP&E	-			234	-			234
Equity compensation		930		331		2,757		1,590
		1,855		857		5,561		3,216

Amounts due to directors and key management are as follows:


	September 30, 2024		December 31, 2023
	$		$
Total due to directors and key management		230		2,376

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

15.

GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses, which represent the activity of LAC North America for the comparative period ended September 30, 2023 and actual expenses for the current period ended September 30, 2024:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	$		$		$		$
Salaries, benefits and directors’ fees		2,061		1,077		6,638		3,028
Office and professional fees		1,771		1,310		4,837		4,018
Regulatory and filing fees		142		161		600		622
Investor and government relations		340		61		1,246		199
Depreciation		78		58		165		158
		4,392		2,667		13,486		8,025

16.

EXPLORATION AND EVALUATION EXPENDITURES

The following table summarizes the Company’s exploration and evaluation expenditures:


	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
Consulting and salaries	-	-	-		2,406
Engineering	-	-	-		782
Permitting and environmental	-	-	-		268
Field supplies and other	-	-	-		14
Depreciation	-	-	-		196
Drilling and geological expenses	-	-	-		98
	-	-	-		3,764

17.

TRANSACTIONS COSTS

The following table summarizes the Company’s transactions costs:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
	$		$		$		$
DOE Loan due diligence costs		1,254		1,454		2,964		1,942
Other financing activities		4,807	-			5,278	-
Separation cost allocation	-			1,012	-			4,652
General Motors investment	-			63	-			2,765
		6,061		2,529		8,242		9,359

DOE Loan costs relate to due diligence costs to advance the loan. Other financing costs include legal and advisory fees related to financing activities, including negotiations to close the GM Investment Agreement. Separation costs are allocations of legal and professional fees from the former parent relating to the planning for, execution and completion of the Separation. General Motors investment includes transaction costs related to the Tranche 2 Investment component of the Transaction (Note 1).

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

18.

FINANCE AND OTHER INCOME

The following table summarizes the Company’s finance and other income:


	Three months ended September 30,					Nine months ended September 30,
	2024		2023			2024			2023
	$		$			$			$
Interest earned on cash deposits		4,955	-				11,230		-
Other	-			(70	)		(199	)		(18	)
		4,955		(70	)		11,031			(18	)

19.

SEGMENTED INFORMATION

The Company operates in one operating segment. Thacker Pass was in the exploration and evaluation phase and was transferred to the development stage effective February 1, 2023. Substantially all the assets and the liabilities of the Company relate to Thacker Pass.

20.

SUPPLEMENTAL CASH FLOW INFORMATION


	Nine months ended September 30,
	2024		2023
	$		$
Interest received on cash deposits		10,806	-
Interest paid		149		136

21.

FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the Statements of Financial Position and presented in fair value disclosures are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

•

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

•

Level 2 – Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

•

Level 3 – Inputs for assets and liabilities that are not based on observable market data.

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. Common shares and preferred shares acquired as part of the GT1 and Ascend Elements investments respectively, and the GM Tranche 2 Agreements derivative are measured at fair value on the Condensed Consolidated Statements of Financial Position on a recurring basis.

Cash and cash equivalents, and receivables, are measured at amortized cost on the Condensed Consolidated Statements of Financial Position. As at September 30, 2024, the fair value of financial instruments measured at amortized cost approximates their carrying value. GT1 shares are classified at level 1 of the fair value hierarchy (see Note 6), the GM Tranche 2 Agreements derivative (Note 10) is classified at level 2 of the fair value hierarchy and Ascend Elements preferred shares are classified at level 3 of the fair value hierarchy (Note 7).

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

21.

FINANCIAL INSTRUMENTS (continued)

The Company manages risks to minimize potential losses. The main objective of the Company’s risk management process is to ensure that the risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks which the Company’s financial instruments are described below.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and receivables. The Company’s maximum exposure to credit risk for cash and receivables is the amount disclosed in the Statements of Financial Position. Exposure to credit loss is limited by placing cash and cash equivalents (including the Tranche 1 Investment proceeds) with two major Canadian banks, invested in US treasury bills and other short-term investments issued by the Canadian government or Canadian chartered banks. Expected credit losses estimated to be de minimis.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions to estimate and maintain sufficient reserves of cash and cash equivalents to meet its liquidity requirements in the short and long term. The Company prepares annual budgets, which are regularly monitored and updated as considered necessary. As at September 30, 2024, the Company had cash and cash equivalents of $341,163 to settle current liabilities of $25,154. Current liabilities include the GM Tranche 2 Agreements derivative which were assumed to be settled in shares at September 30, 2024, prior to the closing of the GM Investment Agreement on October 15, 2024, pursuant to which the Tranche 2 Investment was terminated.

The following table summarizes the contractual maturities of the Company’s financial liabilities on an undiscounted basis:


	Years ended December 31,
	2024		2025		2026		2027 onwards		Total
	$		$		$		$		$
Accounts payable and accrued liabilities		23,703	-		-		-			23,703
Obligations under office leases¹		321		1,217		829		152		2,519
Obligations under land leases¹		17		70		73		4,940		5,100
Other obligations¹		13		3,551		23	-			3,587
Total		24,054		4,838		925		5,092		34,909

Include principal and interest/finance charges.

Foreign Currency Risk

The Company’s functional currency is the USD. The Company is exposed to foreign currency risk on expenditures incurred in Canadian dollars (“CAD”) which are primarily for corporate expenditures at the head office in Canada. As at September 30, 2024, the Company held $581 in cash and cash equivalents denominated in CAD. Strengthening/(weakening) of a USD/CAD exchange rate by 10% would have resulted in a foreign exchange (loss)/gain for the Company of $58 at September 30, 2024.

LITHIUM AMERICAS CORP. (FORMERLY 1397468 B.C. LTD.)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

22.

SUBSEQUENT EVENTS

On October 15, 2024, the Company and GM entered into the GM Investment Agreement to establish a JV for the purpose of funding, developing, constructing and operating Thacker Pass. The JV Transaction will deliver $625 million of cash and letters of credit from GM to Thacker Pass. Under the terms of the Investment Agreement, GM will acquire a 38% asset-level ownership stake in Thacker Pass. GM’s JV Investment is subject to certain conditions precedent, including those related to the DOE Loan. The Company and GM terminated the Tranche 2 Investment Agreement concurrently with the execution of the GM Investment Agreement. GM has 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 expected maturity of the DOE Loan. Upon closing of the JV, GM will also enter into an additional 20-year offtake agreement for up to 38% of Phase 2 production volumes and will retain its existing ROFO on the remaining Phase 2 production volumes.

On October 28, 2024, the Company and the DOE closed the $2.26 billion DOE Loan for financing the construction of processing facilities at Thacker Pass. The Company is required to meet certain conditions precedent in advance of first drawdown of the DOE Loan, including closing the JV Transaction, funding DOE Loan reserve accounts through the GM $195 letter of credit facility, securing additional corporate working capital to fund pre-commissioning general and operating expenses, commissioning costs through production and financing-related fees and expenses and project finance model bring down. The Company is evaluating various financing alternatives to fund corporate working capital prior to first drawdown on the DOE Loan. Financial advisory fees of approximately $7.5 million became payable upon closing of the DOE Loan with an additional amount up to $5 million payable upon the first drawdown of the DOE Loan.

Lithium Americas (LAC) 6-KCurrent report (foreign)