LITHIUM AMERICAS CORP., 10-K filed on 3/28/2025
Annual Report
v3.25.1
Document and Entity Information - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2024
Mar. 17, 2025
Jun. 28, 2024
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2024    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Document Transition Report false    
Entity Registrant Name LITHIUM AMERICAS CORP.    
Entity Central Index Key 0001966983    
Entity File Number 001-41788    
Entity Incorporation, State or Country Code A1    
Entity Tax Identification Number 00-0000000    
Entity Address, Address Line One 3260 – 666 Burrard Street    
Entity Address, City or Town Vancouver    
Entity Address, State or Province BC    
Entity Address, Postal Zip Code V6C 2X8    
City Area Code 778    
Local Phone Number 656-5820    
Title of 12(b) Security Common Shares, no par value per share    
Entity Listing, Par Value Per Share $ 0    
Trading Symbol LAC    
Security Exchange Name NYSEAMER    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 539.1
Entity Common Stock, Shares Outstanding   218,686,462  
Documents Incorporated by Reference [Text Block]

None.

    
Auditor Firm ID 271    
Auditor Location Vancouver, British Columbia    
Auditor Name PricewaterhouseCoopers LLP    
Auditor Opinion [Text Block]

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lithium Americas Corp. (formerly 1397468 B.C. Ltd.) and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of loss, of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    
v3.25.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
ASSETS    
Cash and cash equivalents (Note 5) $ 593,885 $ 195,516
Receivables (Note 6) 557 4,494
Prepaids and deposits (Note 7) 7,733 5,873
Total current assets 602,175 205,883
Investments measured at fair value (Note 8) 4,152 11,162
Restricted cash 288 288
Mineral properties, plant and equipment, net (Note 9) 398,948 200,558
Deferred financing costs (Note 3) 11,529 0
Other assets (Note 10) 27,852 19,000
Total assets [1] 1,044,944 436,891
LIABILITIES    
Accounts payable 700 4,595
Accrued liabilities (Note 11) 51,764 18,766
Current portion of lease liabilities (Note 12) 5,816 878
GM Tranche 2 liability (Note 4) 0 348
Total current liabilities 58,280 24,587
Royalty and production payment arrangements (Note 13) 20,715 20,747
Lease liabilities (Note 12) 16,821 3,016
Reclamation liabilities 288 112
Other liabilities (Note 12) 3,500 3,500
Total liabilities [1] 99,604 51,962
Commitments (Note 25)
Non-controlling interest (Note 4) 310,336 0
STOCKHOLDERS' EQUITY    
Common stock, no par value, unlimited authorized; 218,465 and 161,778 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 655,068 383,063
Additional paid-in capital 35,618 15,020
Accumulated deficit (55,682) (13,154)
Total stockholders' equity 635,004 384,929
Total liabilities, non-controlling interest and stockholders' equity $ 1,044,944 $ 436,891
[1] The Company is the primary beneficiary in a variable interest entity (“VIE”). See Note 2 for further information related to the Company’s VIE. The consolidated assets as of December 31, 2024 include $888,486 of assets for the VIE that can only be used to settle the obligations of the VIE. As of December 31, 2024, the assets include Cash of $452,293; Receivables of $16; Prepaids and deposits of $6,091; Mineral properties, plant and equipment of $402,540; and, Other assets, non-current of $27,546. The consolidated liabilities as of December 31, 2024 of $71,813 include $50,865 of liabilities of the VIE whose creditors have no recourse to the Company. As of December 31, 2024, the liabilities include Accounts Payable of $684; Accrued liabilities of $24,083; Lease liabilities, current of $5,632; Lease liabilities, non-current of $16,678; Reclamation liabilities of $288; and, Other liabilities, non-current of $3,500.
v3.25.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Common stock, par value $ 0 $ 0
Common stock, unlimited authorized Unlimited Unlimited
Common stock, shares issued 218,465 161,778
Common stock, shares outstanding 218,465 161,778
Assets [1] $ 1,044,944 $ 436,891
Cash 593,885 12,050
Receivables 557 4,494
Prepaids and deposits 7,733 5,873
Mineral properties, plant and equipment 398,948 200,558
Other assets, non-current 27,852 19,000
Liabilities [1] 99,604 51,962
Accounts payable 700 4,595
Accrued liabilities 51,764 18,766
Lease liabilities, current 5,816 878
Lease liabilities, non-current 16,821 3,016
Reclamation liabilities 288 112
Other liabilities, non-current 3,500 $ 3,500
Variable Interest Entities (VIEs) [Member]    
Assets 888,486  
Cash 452,293  
Receivables 16  
Prepaids and deposits 6,091  
Mineral properties, plant and equipment 402,540  
Other assets, non-current 27,546  
Liabilities 71,813  
Accounts payable 684  
Accrued liabilities 24,083  
Lease liabilities, current 5,632  
Lease liabilities, non-current 16,678  
Reclamation liabilities 288  
Other liabilities, non-current 3,500  
Nonrecourse [Member] | Variable Interest Entities (VIEs) [Member]    
Liabilities $ 50,865  
[1] The Company is the primary beneficiary in a variable interest entity (“VIE”). See Note 2 for further information related to the Company’s VIE. The consolidated assets as of December 31, 2024 include $888,486 of assets for the VIE that can only be used to settle the obligations of the VIE. As of December 31, 2024, the assets include Cash of $452,293; Receivables of $16; Prepaids and deposits of $6,091; Mineral properties, plant and equipment of $402,540; and, Other assets, non-current of $27,546. The consolidated liabilities as of December 31, 2024 of $71,813 include $50,865 of liabilities of the VIE whose creditors have no recourse to the Company. As of December 31, 2024, the liabilities include Accounts Payable of $684; Accrued liabilities of $24,083; Lease liabilities, current of $5,632; Lease liabilities, non-current of $16,678; Reclamation liabilities of $288; and, Other liabilities, non-current of $3,500.
v3.25.1
CONSOLIDATED STATEMENTS OF LOSS - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating expenses    
Exploration expenditures (Note 18) $ (202) $ (4,146)
General and administrative expenses (Note 17) (28,096) (24,604)
Total operating expenses (28,298) (28,750)
Other income (expense)    
Transaction costs (Note 19) (22,214) (10,541)
Gain (loss) on financial instruments measured at fair value (Notes 4,8) (6,662) 31,557
Interest expense 0 (377)
Other income (expense) (Note 20) 14,541 3,023
Total other income (expense) (14,335) 23,662
Net loss (42,633) (5,088)
Net loss attributable to:    
Common stockholders (42,528) (5,088)
Non-controlling interest $ (105) $ 0
Net loss per share attributable to common stockholders, basic (Note 15) $ (0.21) $ (0.03)
Net loss per share attributable to common stockholders, diluted (Note 15) $ (0.21) $ (0.03)
Weighted average number of common shares outstanding, basic 200,817 160,363
Weighted average number of common shares outstanding, diluted 200,817 160,363
v3.25.1
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Net Former Parent Investment [Member]
Accumulated Deficit [Member]
Total equity attributable to LAC shareholders [Member]
Noncontrolling Interest [Member]
Beginning Balance at Dec. 31, 2022 $ (55,795) $ 0 $ 0 $ (55,795) $ 0 $ (55,795) $ 0
Contribution from former parent 57,301     57,301   57,301  
General Motors transaction (Note 4) 271,737     271,737   271,737  
Shares issued pursuant to Arrangement, shares (Note 1)   160,048          
Shares issued pursuant to Arrangement (Note 1) 113,778 $ 376,128 18,959 (281,309)   113,778  
Shares issued on conversion of stock-based awards, shares (Note 14)   1,730          
Shares issued on conversion of stock-based awards (Note 14)   $ 6,935 (6,935)        
Net income (loss) (5,088)     8,066 (13,154) (5,088)  
Stock-based compensation (Note 14) 2,996   2,996     2,996  
Ending Balance, shares at Dec. 31, 2023   161,778          
Ending Balance at Dec. 31, 2023 384,929 $ 383,063 15,020 0 (13,154) 384,929 0
Issuance of common stock, net of issuance costs, shares (Note 14)   55,000          
Issuance of common stock, net of issuance costs (Note 14) 262,146 $ 262,146       262,146  
Shares issued on conversion of stock-based awards, shares (Note 14)   1,687          
Shares issued on conversion of stock-based awards (Note 14)   $ 9,859 (9,859)        
Investment of General Motors in Lithium Nevada Ventures LLC (Note 4) 330,000   19,559     19,559 310,441
Net income (loss) (42,633)       (42,528) (42,528) (105)
Stock-based compensation (Note 14) 10,898   10,898     10,898  
Ending Balance, shares at Dec. 31, 2024   218,465          
Ending Balance at Dec. 31, 2024 $ 945,340 $ 655,068 $ 35,618 $ 0 $ (55,682) $ 635,004 $ 310,336
v3.25.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating activities    
Net Income (Loss) $ (42,633) $ (5,088)
Adjustments for:    
Depreciation 46 135
Stock-based compensation (Note 14) 5,166 5,581
Amortization of right-of-use asset 946 692
(Gain)/loss on financial instruments measured at fair value (Notes 4,8) 6,662 (31,557)
Other items 36 (269)
(Increase)/decrease in receivables 3,726 (4,265)
(Increase)/decrease in prepaids and deposits 301 (643)
Decrease in accounts payable (22) (1,315)
Increase/(decrease) in accrued liabilities 13,632 (2,109)
Operating lease payments, net of non-cash interest accrual (873) (688)
Net cash used in operating activities (13,013) (39,526)
Investing activities    
Additions to mineral properties, plant and equipment (177,693) (188,944)
Net cash used in investing activities (177,693) (188,944)
Financing activities    
Contributions from former parent 0 45,501
Gross proceeds from GM transaction (Note 4) 0 320,148
Payment of costs related to the GM transaction (Note 4) 0 (16,977)
Cash received pursuant to the Arrangement 0 75,000
Proceeds from issuance of non-controlling interest 330,000 0
Proceeds from public offering, net of issuance costs 262,146 0
Deferred financing costs (2,235) 0
Principal payments on finance lease obligations (836) (34)
Net cash provided by financing activities 589,075 423,638
Net increase in cash, cash equivalents and restricted cash 398,369 195,168
Cash, cash equivalents, and restricted cash, beginning of year [1] 195,804 636
Cash, cash equivalents and restricted cash, end of year [1] $ 594,173 $ 195,804
[1] December 31, 2024 and December 31, 2023 balances include restricted cash of $288.
v3.25.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Statement of Cash Flows [Abstract]    
Restricted cash $ 288 $ 288
v3.25.1
Cybersecurity Risk Management, Strategy and Governance
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Cybersecurity Risk Management and Strategy

The Company operates in an increasingly interconnected digital environment and recognizes the critical need to assess, identify and manage material risks associated with cybersecurity threats. As part of the Company’s business operations, it may collect and store sensitive information, including proprietary and confidential business data, intellectual property, third-party information, employee details and other personal information. To manage this information, as well as key business processes such as inventory management, payment processing, cash collection, human capital management, financial operations and other essential procedures, the Company relies on both its internal information systems and third-party systems. The effective management of the Company’s business depends on the reliability, security and capacity of these systems.

To mitigate these risks, the Company has developed and implemented a cybersecurity risk management program (“Cybersecurity Program”) intended to protect the confidentiality, integrity and availability of the Company’s critical systems and information, based on the Center for Internet Security ("CIS") Critical Security Controls ("CSC") v8.0 and the CIS Risk Assessment Method v2.1. The Company uses the CIS CSC v8.0 as a guide to help identify, assess, and manage cybersecurity risks relevant to its business. The Cybersecurity Program is aligned to the Company’s business strategy and shares common methodologies, reporting channels and governance processes that apply to other areas of enterprise risk, including legal, compliance, strategic, operational and financial risk.

Key elements of the Company's cybersecurity risk management program include:

•
annual risk assessments designed to help identify material cybersecurity risks to the Company's critical systems, information, products, services and broader enterprise IT environment;
•
designation of resources responsible for managing the Company's cybersecurity risk assessment processes, security controls, and response to cybersecurity incidents;
•
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of security controls;
•
monthly training and awareness programs for team members that include periodic and ongoing assessments to drive adoption and awareness of cybersecurity processes and controls; and
•
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

Since the Separation, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect its business strategy, results of operations or financial condition. However, the Company recognizes that cybersecurity threats are constantly evolving, and the potential for future cybersecurity incidents persists. The Company’s IT Security Department is dedicated to monitoring and assessing these risks to ensure the security and continuity of operations. Despite the implementation of robust cybersecurity programs, no security measures can entirely eliminate the risk of a significant cyberattack. A successful breach of the Company’s IT systems could have substantial consequences for its business. While the Company allocates considerable resources to safeguard its systems and information, these efforts cannot guarantee complete protection. For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition, refer to Part I - Item 1A: Risks Related to the Company’s Business and Securities - Increased reliance on digital technologies and new information systems to support the growing business could increase costs and cybersecurity related threats.

Cybersecurity Governance

The Company’s Audit and Risk (“A&R”) Committee of the Board has specific responsibility for overseeing cybersecurity threats, among other things. The Company's Chief Financial Officer (“CFO”) provides the A&R Committee periodic reports on the Company’s cybersecurity risks and any material cybersecurity incidents, and the Board also receives quarterly cybersecurity reports.

The Company’s Senior Technology Specialist, who has over 25 years of IT work experience across a range of sectors, has primary responsibility for overall cybersecurity risk management program and supervises both internal IT personnel and retained external cybersecurity consultants. The Senior Technology Specialist reports to the Company’s Senior Vice President, Finance and Administration (who reports to the CFO). The IT department also monitors the prevention, detection, mitigation and remediation of cybersecurity risks and incidents through various means, which may include threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged, and alerts and reports produced by security tools deployed in the IT environment.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]

To mitigate these risks, the Company has developed and implemented a cybersecurity risk management program (“Cybersecurity Program”) intended to protect the confidentiality, integrity and availability of the Company’s critical systems and information, based on the Center for Internet Security ("CIS") Critical Security Controls ("CSC") v8.0 and the CIS Risk Assessment Method v2.1. The Company uses the CIS CSC v8.0 as a guide to help identify, assess, and manage cybersecurity risks relevant to its business. The Cybersecurity Program is aligned to the Company’s business strategy and shares common methodologies, reporting channels and governance processes that apply to other areas of enterprise risk, including legal, compliance, strategic, operational and financial risk.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

The Company’s Audit and Risk (“A&R”) Committee of the Board has specific responsibility for overseeing cybersecurity threats, among other things. The Company's Chief Financial Officer (“CFO”) provides the A&R Committee periodic reports on the Company’s cybersecurity risks and any material cybersecurity incidents, and the Board also receives quarterly cybersecurity reports.

The Company’s Senior Technology Specialist, who has over 25 years of IT work experience across a range of sectors, has primary responsibility for overall cybersecurity risk management program and supervises both internal IT personnel and retained external cybersecurity consultants. The Senior Technology Specialist reports to the Company’s Senior Vice President, Finance and Administration (who reports to the CFO). The IT department also monitors the prevention, detection, mitigation and remediation of cybersecurity risks and incidents through various means, which may include threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged, and alerts and reports produced by security tools deployed in the IT environment.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Company’s Audit and Risk (“A&R”) Committee of the Board has specific responsibility for overseeing cybersecurity threats, among other things.
Cybersecurity Risk Role of Management [Text Block]

The Company’s Senior Technology Specialist, who has over 25 years of IT work experience across a range of sectors, has primary responsibility for overall cybersecurity risk management program and supervises both internal IT personnel and retained external cybersecurity consultants. The Senior Technology Specialist reports to the Company’s Senior Vice President, Finance and Administration (who reports to the CFO). The IT department also monitors the prevention, detection, mitigation and remediation of cybersecurity risks and incidents through various means, which may include threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged, and alerts and reports produced by security tools deployed in the IT environment.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The IT department also monitors the prevention, detection, mitigation and remediation of cybersecurity risks and incidents through various means, which may include threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged, and alerts and reports produced by security tools deployed in the IT environment.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Company's Chief Financial Officer (“CFO”) provides the A&R Committee periodic reports on the Company’s cybersecurity risks and any material cybersecurity incidents, and the Board also receives quarterly cybersecurity reports.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The Company’s Senior Technology Specialist, who has over 25 years of IT work experience across a range of sectors, has primary responsibility for overall cybersecurity risk management program and supervises both internal IT personnel and retained external cybersecurity consultants.
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ (42,633) $ (5,088)
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

Policies and Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Non-Public Information

LAC does not currently grant stock options or option-like equity awards to the Company’s executive officers, employees or directors, therefore LAC does not currently have a formal practice or policy with respect to the grant of stock options or option-like awards.
v3.25.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arrangement Modified false
Non-Rule 10b5-1 Arrangement Modified false
v3.25.1
Insider Trading Policies and Procedures
 3 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.1
Background and Basis of Preparation
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Background and Basis of Preparation
1.
BACKGROUND AND BASIS OF PREPARATION

Background and Nature of Operations

Lithium Americas Corp. (the “Company” or “New LAC”) is principally focused on development of Thacker Pass ("Thacker Pass,") a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The development of Thacker Pass is undertaken through a joint venture with General Motors Holdings LLC (“GM”) (Note 4).

The Company was incorporated on January 23, 2023, under the Business Corporations Act (British Columbia) in anticipation of separating the North American business (“LAC North America”) from the Company’s former parent, an entity then named Lithium Americas Corp. (“Old LAC,” initially named Lithium Americas (Argentina) Corp. and now Lithium Argentina AG (“Lithium Argentina”)). On October 3, 2023, upon completing the separation transaction (the “Separation”), the Company changed its name from 1397468 B.C. Ltd. to Lithium Americas Corp. The Separation was completed pursuant to a statutory plan of arrangement (the “Arrangement”). As a result, shareholders of the original company, Old LAC, retained their proportionate interests in both Old LAC and the newly formed entity, New LAC, before and after Separation. Following the Separation, Lithium Argentina and the Company became independent public companies. The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.”

To date, the Company has not generated revenues from operations and has relied on equity financings to fund operations. The underlying values of mineral properties, plant and equipment, including Thacker Pass, are dependent on the existence of economically recoverable reserves, maintaining title and beneficial interest in the properties, and the ability of the Company to draw upon debt financing arrangements and raise additional capital to complete development and to attain future profitable operations.

Basis of Presentation

These consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and are presented on a historical cost basis, except as otherwise disclosed. Previously, the Company prepared its consolidated financial statements under IFRS® Accounting Standards as issued by the International Accounting Standards Board as permitted by securities regulators in Canada and in the United States for companies that meet the definition of a Foreign Private Issuer, as defined by the SEC. As of June 30, 2024, the Company determined that it no longer met the definition of a Foreign Private Issuer. As a result, beginning January 1, 2025, the Company is required to follow SEC reporting standards applicable to U.S. domestic issuers and transitioned its accounting from IFRS® Accounting Standards to U.S. GAAP. The transition was made retrospectively for all periods presented and included the adoption of any relevant U.S. GAAP accounting pronouncements.

These consolidated financial statements reflect (i) the activities of the Company from and after the Separation on October 3, 2023, and (ii) the activities of LAC North America on a "carve-out" basis prior to that date. Prior to Separation, LAC North America did not operate as a separate legal entity. The assets, liabilities, and results of operations prior to October 3, 2023 represent those specifically identifiable to LAC North America including assets, liabilities, and expenses relating to Thacker Pass, specified investments, transactions and balances arising from an original investment from General Motors, as well as an allocation of certain costs relating to the management of those relevant assets, liabilities, and results of operations. Such costs have been allocated from the shared corporate expenses of Old LAC based on the estimated level of involvement of Old LAC management and employees with LAC North America.

These consolidated financial statements have been prepared on the assumption that the Company is a going concern and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the next 12 months.
v3.25.1
Summary of Significant Accountings Policies
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accountings Policies
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These consolidated financial statements include the accounts of Lithium Americas Corp., its wholly owned subsidiaries, and a variable interest entity (“VIE”) in which it is the primary beneficiary.

The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power (including relative power) to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

All intercompany balances and transactions between the Company and its subsidiaries have been eliminated on consolidation.

Use of Estimates

Accounting estimates are an integral part of the consolidated financial statements. The preparation of these estimates requires the use of judgments and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes.

The most significant areas requiring the use of management estimates and judgement relate to asset retirement obligations, assessments of impairment for Thacker Pass and the fair value of financial instruments including marketable and equity securities. The Company bases its estimates and assumptions on historical experience and other factors believed to be reasonable at the time the estimate was made. However, due to the inherent uncertainties in making estimates, actual results may differ from amounts estimated in these consolidated financial statements and such differences could be material and require adjustments to reported amounts in future periods.

Functional and Reporting Currency

The functional and reporting currency of the Company and each of its subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the rates of exchange prevailing at the consolidated balance sheet dates. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in the Consolidated Statements of Loss.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held with banks and highly liquid short-term investments with original maturities of 90 days or less. Because of the short term to maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is presented separately as Restricted cash in the Consolidated Balance Sheets.

Investments

The Company’s investments in equity securities are measured at fair value at each period end with changes in fair value recognized in the Consolidated Statements of Loss.

Mineral Properties, Plant and Equipment

Property, plant and equipment (excluding mineral properties)

Property, plant and equipment (“PP&E”) is recorded at cost, net of accumulated depreciation. Expenditures for new assets and expenditures that extend the useful lives of existing assets are capitalized. Depreciation of ‘Machinery and equipment’ is computed using the straight-line method over the estimated useful productive life of the assets, which ranges from 5 – 30 years. Leasehold improvements are amortized over the period of the lease or life of the asset, whichever is shorter. Amortization of right-of-use assets is included in depreciation expense.

The assets’ residual values, useful lives, and depreciation methods are reviewed periodically and adjusted, if appropriate, when warranted. Gains or losses arising on the disposal of items of PP&E are determined as the difference between the sale proceeds and the carrying amount of the assets and are recognized in the Consolidated Statements of Loss.

Mineral Properties

Mineral properties are recorded at cost at the acquisition date.

Prior to having proven and probable reserves and the right to exploit a mineral property, a mineral property is in the exploration stage. When the Company has obtained the rights to exploit a mineral property and the property has proven and probable reserves, as defined by S-K 1300, the project is in the development stage and capitalization of mine development project costs begins. Mineral reserves represent the estimate of ore that can be economically and legally extracted from the Company's mining properties.

Costs are capitalized for an ore body in the development stage where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting additional resources to proven and probable reserves. Development costs capitalized in the development stage include engineering and metallurgical studies, drilling and other related costs to delineate an ore body and the removal of overburden to initially expose an ore body at open pit surface mines (pre-stripping).

Mineral properties in the exploration or development stage are not amortized until the underlying property is converted to the production stage, at which point the mineral property will be amortized using the units-of-production method based on the estimated recoverable reserves. The production phase of an open pit mine commences when saleable minerals, beyond a de minimis amount, are produced.

Thacker Pass Construction-in-process (“CIP”) assets

The Company capitalizes costs related to the construction of processing and other facilities associated with specific mineral properties, once the associated mineral property has reached the development phase. CIP assets primarily consist of infrastructure development, camp and lodging expenditures, equipment purchases, salary, consulting and other directly attributable costs incurred during the construction phase. Depreciation related to assets used directly in construction is capitalized. Interest incurred during construction is capitalized. Upon completion of construction, CIP assets are reclassified to the appropriate property, plant and equipment categories and depreciated over their estimated useful lives using the units-of-production method or another appropriate depreciation method.

Impairment of Long-lived Assets

The Company reviews and evaluates its long-lived assets, which include property, plant and equipment, mineral properties, and CIP assets, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events or circumstances that could indicate impairment include, but are not limited to, significant decreases in the market price of the assets, adverse changes in legal factors or the business climate including changes in commodity prices, changes to the extent or manner in which the asset is being used or its physical condition, and costs significantly in excess of the amount originally expected.

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. An impairment is determined to exist if the total undiscounted projected pre-tax future cash flows are less than the carrying amount of a long-lived asset or asset group. Once it is determined that an impairment exists, an impairment loss is measured and recorded based on the difference between the estimated fair value of the long-lived assets being tested for impairment and their carrying amounts. This process involves significant judgments and estimates including commodity prices, production costs, life of mine plans and discount rates.

On June 30, 2024, the Company determined that an impairment indicator existed for Thacker Pass due to the decrease in market prices of lithium. A recoverability test was conducted by updating the mine model using estimates of long-term lithium pricing from analyst reports to determine whether an impairment existed. The undiscounted cash flows significantly exceeded the carrying value of Thacker Pass and no impairment was identified.

No impairment loss was recognized during the years ended December 31, 2024, and 2023.

Leases

The Company leases office space, equipment, vehicles, and land.

At the inception of a contract, the Company assesses whether a contract is or contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract is determined to be a lease, they are classified as either operating or finance leases. Operating and finance lease right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit in the lease cannot be readily determined, the Company utilizes its incremental borrowing rate to determine the present value of future lease payments.

Operating lease ROU assets are included in Other assets, and lease obligations are included in Lease liabilities on the Consolidated Balance Sheets. Finance lease ROU assets are included in Mineral properties, plant and equipment, and lease obligations are included in Lease liabilities on the Consolidated Balance Sheets.

Operating lease costs are recognized on a straight-line basis over the lease term and are included in Operating expenses in the Consolidated Statements of Loss. Finance lease costs are recognized as interest costs based on the effective interest method for the lease liability and straight-line amortization of the ROU asset. Variable lease payments are recognized in the period in which they are incurred.

Leases with a term of one year or less are not recognized on the Consolidated Balance Sheets and are recognized on a straight-line basis. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components.

Royalties and Production Payments

Royalties on future production or sales are reported based on their underlying characteristics. When indicated by their terms, royalties and production payments are treated as financial liabilities, such as those subject to call options for a specified price or those sold on proven properties and settleable with cash flows in which the Company has significant continuing involvement. The Company determines interest expense associated with such financial liabilities based on the amortized cost method using a retrospective approach. Under the retrospective approach, the carrying value of the liability is subsequently measured as the discounted present value of estimated remaining cash flows, using the current effective interest rate derived from the original proceeds, cash flows to date and the estimated remaining cash flows.

Reclamation Liabilities

Reclamation obligations are initially recognized when incurred and recorded as liabilities at their estimated fair value. The fair value of the liability is determined using expected future cash outflows, discounted to present value using a credit-adjusted risk-free rate. The estimated fair value reflects the cost of decommissioning and restoring the site at the end of the asset’s useful life. The liability is subsequently accreted over time, based on the original discount rate. The corresponding asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the useful life of the related asset.

Reclamation obligations are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. The Company reviews, on an annual basis, or more frequently if significant changes in estimates occur, the reclamation obligation for its project.

Non-controlling Interests in Lithium Nevada Ventures LLC

As at December 31, 2024, the Company owned a 62% interest in Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”) which holds a 100% interest in Thacker Pass. General Motors Holdings LLC owns the remaining 38% interest in Lithium Nevada Ventures. The Company allocates the equity and income of Lithium Nevada Ventures based on a hypothetical liquidation at book value method.

Income Taxes

The Company accounts for income taxes using an asset and liability approach, which results in the recognition of deferred tax assets and liabilities for the expected future tax benefits or consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax liabilities are not provided on differences between the carrying value and tax basis of the net equity of foreign subsidiaries, including unremitted earnings when applicable, where such differences are indefinitely reinvested and not expected to reverse in the foreseeable future. A valuation allowance is provided for deferred tax assets if it is determined that the realization of a future tax benefit is not more likely than not.

Stock-Based Compensation

The Company’s equity incentive plan allows for the grant of share options, restricted share units (“RSUs”), performance share units ("PSUs”) and deferred share units ("DSUs”). The cost of equity-settled payment arrangements is recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period.

Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the appropriate pricing model, including Black-Scholes option model for options and Monte Carlo simulation methodology for performance share units including a market-related condition. Stock-based compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest. The number of awards expected to vest, and the estimated forfeiture rate is reviewed at least annually with any impact being recognized immediately.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reporting period. For periods presented on a "carve-out" basis, the number of shares issued and outstanding upon Separation is used as the denominator in the calculation of basic loss per share.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about effective tax rate reconciliation and additional information on taxes paid that meet a qualitative threshold. The guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.

Recent Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring more detailed information about a reportable segment’s profit or loss and assets. ASU 2023-07 applies to all public entities that are required to report segment information in accordance with ASC 280 “Segment Reporting” and was effective for the Company for the fiscal year ended December 31, 2024 and interim periods commencing in fiscal 2025. The adoption did not have a material impact on the consolidated financial statements or disclosures.
v3.25.1
U.S. Department of Energy Loan Facility
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
U.S. Department of Energy Loan Facility
3.
U.S. DEPARTMENT OF ENERGY LOAN FACILITY

The U.S. Department of Energy (“DOE”) and the Company’s subsidiary, Lithium Nevada LLC (“LN”) executed a loan agreement 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, provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”), for financing the construction of the processing facilities at Thacker Pass, over the period from the first draw through no later than November 30, 2028. The DOE Loan agreement was amended on December 20, 2024 to give effect to formation of Lithium Nevada Ventures, a joint venture with GM on December 20, 2024 (Note 4) to own a 100% interest in LN, which owns Thacker Pass. Advances under the DOE Loan are subject to certain conditions precedent. As of this date, no amounts have been drawn under the DOE loan.

The DOE Loan agreement contains conditions that are required to be met prior to the first and subsequent draws under the loan, including among others the following conditions to the first draw (i) certifications by LN that project funding is sufficient to achieve project completion by October 31, 2029, (ii) that reserve accounts related to construction contingency and working capital for the production ramp-up period have been funded or collateralized by the GM letters of credit; (iii) that equity commitments provided by the Company and GM for Thacker Pass have been funded and spent on project costs or applied as otherwise permitted under the loan agreement; and (iv) that LN has issued a notice to commence construction under applicable construction contracts.

When drawn, the DOE Loan will bear interest at fixed rates equal to applicable U.S. Treasury rates at the date of each draw. The loan facility includes deferral of interest accrued during construction. Periodic repayments of principal and interest commence January 20, 2029 and include fixed payments and mandatory prepayments based on specified operational and other measures. The loan has a maturity date of October 20, 2048. LN may prepay the loan at any time, subject to certain conditions, by paying principal plus accrued interest on outstanding advances.

Under the terms of the DOE Loan, Lithium Americas Corp. has guaranteed the full and timely payment of costs to complete construction of Thacker Pass and has guaranteed payment of any amounts borrowed under the DOE Loan. As part of this guarantee, Lithium Americas Corp. is an additional primary obligator alongside LN.

The loan and guarantee are secured by, among other things, a pledge of all equity interests of LN, all assets of LN, and all tax credit proceeds received for monetization of tax credits generated by Thacker Pass. Advances under the DOE Loan, cash flows from Thacker Pass, and other amounts received by Lithium Nevada are required to be held in restricted cash accounts owned by LN and managed by a collateral agent. Initial collateral in support of construction contingency requirements and production ramp-up working capital may be provided through the GM letters of credit, rather than being cash-funded.

The Company’s guarantee of the DOE Loan will remain in place until, among other things, (i) project completion has occurred; (ii) LN has paid at least four consecutive quarterly payments from operating revenues after project completion; and (iii) all reserve accounts are funded as required by the loan agreements.

The DOE loan contains a variety of financial and nonfinancial compliance covenants. In the event of noncompliance with certain covenants, the DOE has the right to terminate the facility and demand any outstanding amounts immediately due and payable.

Transaction costs, including legal, professional and advisory fees incurred related to the DOE Loan, were expensed prior to the closing of the DOE Loan on October 28, 2024. Subsequent to the closing, transaction costs of $11,529 have been deferred and will be amortized over the term of the DOE Loan.
v3.25.1
Transactions With General Motors Holdings LLC
 12 Months Ended
Dec. 31, 2024
Joint Venture Formation [Abstract]  
Transactions With General Motors Holdings LLC
4.
TRANSACTIONS WITH GENERAL MOTORS HOLDINGS LLC

Joint Venture with GM

On October 15, 2024, the Company and GM entered into an investment agreement (“GM Investment Agreement”) to establish a joint venture (the “JV”) for the purpose of funding, developing, constructing and operating Thacker Pass. The GM Investment Agreement replaced the previous Tranche 2 Investment Agreement with GM. The transaction closed and the JV was formed on December 20, 2024. Prior to establishing the JV, the Company reorganized its holdings of Thacker Pass under a new subsidiary, Lithium Nevada Ventures, which became the joint venture entity. Lithium Nevada Ventures’ wholly owned subsidiary LN directly owns the Thacker Pass assets and operations. The JV replaced the Previous GM Agreement and Tranche 2 Investment Agreement (see Previous GM Investment and Tranche 2 Investment Agreement section below).

As of closing of the JV on December 20, 2024, the Company owned a 62% majority equity interest in the JV and operates the joint venture through its majority voting rights and a management services agreement under which the Company provides executive level, administrative and other services to the JV. GM owns 38% interest in the joint venture. In exchange for a 38% membership interest in Lithium Nevada Ventures, GM contributed $330 million of cash and committed to provide a $195 million letter of credit facility to support collateral requirements under the DOE Loan. The Company contributed a further $138 million in cash to the JV and provided additional financial support in the form of a guarantee of the DOE loan and deferral of management fees and cost reimbursements. Upon reaching Final Investment Decision (“FID”), GM will contribute a further $100 million in cash.

In connection with the establishment of the JV, the Company and GM: (a) extended GM’s offtake agreement for up to 100% of production volumes from Phase 1 of Thacker Pass to 20 years, to coincide with the expected maturity of the DOE Loan; and (b) entered into an additional offtake agreement for up to 38% of Phase 2 production. See GM Offtake Agreements below.

The Company and GM have provided additional financial support to the JV. The Company has guaranteed the timely payment of costs to complete construction and the full amount borrowed under the DOE Loan and is considered a co-borrower. In addition, the Company’s entitlement to management fees and reimbursement of specified costs are deferred until the JV has generated sufficient funds to support distribution to the joint venture members. GM has committed to provide $195 million in letters of credit to

support the collateral requirements of the DOE Loan, as described above. The Company and GM recover any amounts funded through the additional financial support as distributions from the joint venture. The additional financial support is eligible for gradual release, as construction of Thacker Pass is complete and the joint venture’s operations are able to support the collateral requirements associated with the DOE Loan and make distributions to the joint venture members.

The Company has determined that the JV is a variable interest entity due to its reliance on additional financing to complete Phase 1 of the development of Thacker Pass. The Company has determined it is the primary beneficiary of the joint venture due to the relative decision-making power of the parties over the most significant activities of the joint venture. As a result, the Company has consolidated Lithium Nevada Ventures in these consolidated financial statements.

The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of December 31, 2024, are as follows:

 

 

December 31, 2024

 

Assets

 

$

888,486

 

Liabilities

 

 

(71,813

)

Net assets

 

$

816,673

 

 

 

 

 

GM’s non-controlling interest

 

$

310,336

 

The Company’s controlling interest

 

 

506,337

 

Net assets

 

$

816,673

 

 

 

 

 

Non-controlling interest in Lithium Nevada Ventures

 

 

 

On initial recognition as at December 20, 2024

 

$

310,441

 

Non-controlling interests share of loss

 

 

(105

)

Balance at December 31, 2024

 

$

310,336

 

 

The assets of the JV, including cash of $452,293 at December 31, 2024, can only be used to settle the obligations of the JV and are not available to the Company for general corporate purposes.

The Company’s maximum exposure to loss includes (i) the carrying value of the Company’s interest as shown above; (ii) upon funding of the DOE Loan, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the $2.26 billion DOE loan ($nil outstanding at December 31, 2024); and (iii) costs associated with the management services agreement and incentive compensation for personnel involved in the JV, to the extent such amounts cannot be supported by the operations of the JV (negligible as at December 31, 2024).

The Company allocates income and net assets between the controlling and non-controlling interests based on a hypothetical liquidation at book value.

The JV agreement contains certain conditions which, if not met, could require the JV to repurchase GM’s non-controlling interest. In the event the DOE loan is terminated prior to reaching a FID in relation to the Phase 1 of Thacker Pass, GM has the option to sell its equity back to the JV and receive a return of its capital contribution of $330 million, less $10 million. In addition, GM’s investment is subject to ongoing covenants related to the JV’s compliance with specified laws and regulations. In the event the JV or parties acting on its behalf (including employees, directors, officers, the Company and others) do not comply with these provisions and such noncompliance is not cured and corrected in all material respects within specified periods, GM may pursue any one, or a combination, of the following remedies: (a) sell all or a portion of its equity interest in the JV to a third party; (b) put all or a portion of its equity back to the JV for (i) $1, if the DOE loan is then in effect or (ii) if the DOE Loan has been terminated, at a price equal to the greater of the fair value, book value or the aggregate GM contribution of such equity on a per share basis, limited to the

availability of funds in the JV in excess of those needed for the JV to continue as a going concern. As a result of these provisions, which are outside the Company’s control, the non-controlling interest is presented as temporary equity. No adjustment has been made to the carrying value of non-controlling interest due to these provisions, as the Company has determined it is not probable at the balance sheet date that either of these put options will become exercisable.

GM Offtake Agreements

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. The Company and GM have also entered into an offtake agreement pursuant to which GM is entitled to purchase up to 38% of Phase 2 production. Both offtake agreements include a price based on prevailing market conditions.

Previous GM Agreement and Tranche 2 Investment Agreement

Upon Separation from Old LAC, the Company succeeded to Old LAC’s position in a $650 million investment agreement (the “Original GM Transaction”) entered into on January 30, 2023 to partially fund the construction and development of Thacker Pass. The Original GM Transaction was comprised of two tranches, with GM having made a $320 million first tranche investment (the “Tranche 1 Investment”) in the shares of Old LAC and a planned second tranche subscription agreement of up to $330 million (the “Tranche 2 Investment”) to be made upon satisfaction of certain conditions including securing of sufficient funding to complete the development of Phase 1 of Thacker Pass. The net proceeds of the Tranche 1 Investment were recorded, net of $33,194 allocated to the Tranche 2 subscription agreement, as a contribution from Old LAC to LAC North America, net of allocated transaction costs of $15,217.

Upon Separation, GM became a shareholder in the Company. The GM Tranche 2 Investment agreement remained in effect until October 15, 2024, the date the GM Investment Agreement closed and pursuant to which the formation of the JV was agreed by the Company and GM.

The Tranche 2 Investment agreement, as amended, provided that GM would purchase common shares of New LAC by December 31, 2024, 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 and (b) $17.36 per share.

GM’s share subscription under the Tranche 2 Investment agreement was reported as a financial liability until its termination, because the agreement provided for the issuance of a variable number of shares for the fixed subscription price and was settleable through shares of the Company after Separation. The financial liability was initially and subsequently measured at fair value, with changes recorded in gain (loss) on financial instruments measured at fair value in the Consolidated Statements of Loss. Transaction costs of $1,760 allocated to the Tranche 2 Investment were expensed.

Changes in the fair value of the liability associated with the Tranche 2 Investment are summarized as follows (Note 24):

 

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

 

 

348

 

As at termination on October 15, 2024

 

$

-

 
v3.25.1
Cash and Cash Equivalents
 12 Months Ended
Dec. 31, 2024
Cash and Cash Equivalents [Abstract]  
Cash and Cash Equivalents
5.
CASH AND CASH EQUIVALENTS

 

 

December 31,
2024

 

 

December 31,
2023

 

Cash

 

$

593,885

 

 

$

12,050

 

Cash equivalents

 

-

 

 

 

183,466

 

Total

 

$

593,885

 

 

$

195,516

 

 

As at December 31, 2024, $778 of cash was held in Canadian dollars (December 31, 2023 – $8,476), and $593,107 in US dollars (December 31, 2023 – $187,040). The majority of the Company’s cash is available only for use in relation to Thacker Pass and is not available for general corporate purposes.

The Company is subject to a concentration of credit risk in relation to cash and cash equivalents and receivables. The Company’s maximum exposure to credit risk for cash and cash equivalents and receivables is the amount disclosed in the Company’s Consolidated Balance Sheets. All term deposits are held through two Canadian chartered banks with investment-grade ratings and have maturities of 90 days or less. The Company is subject to a concentration of credit risk by placing cash and cash equivalents primarily with one Canadian and one U.S. bank. The Company regularly reviews its cash and cash equivalents and receivables, as well as economic conditions, to determine whether an allowance for expected losses is necessary.
v3.25.1
Receivables
 12 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
Receivables
6.
RECEIVABLES

 

 

December 31,
2024

 

 

December 31,
2023

 

Receivable from Lithium Argentina

 

$

-

 

 

$

2,921

 

Interest receivable

 

 

394

 

 

 

1,573

 

Other

 

 

163

 

 

-

 

Total

 

$

557

 

 

$

4,494

 
v3.25.1
Prepaids and Deposits
 12 Months Ended
Dec. 31, 2024
Prepaids and Deposits [Abstract]  
Prepaids and Deposits
7.
PREPAIDS AND DEPOSITS

 

 

December 31,
2024

 

 

December 31,
2023

 

Prepaids

 

$

7,469

 

 

$

5,781

 

Deposits

 

264

 

 

 

92

 

Total

 

$

7,733

 

 

$

5,873

 
v3.25.1
Investments Measured At Fair Value
 12 Months Ended
Dec. 31, 2024
Schedule of Investments [Abstract]  
Investments Measured At Fair Value
8.
INVESTMENTS MEASURED AT FAIR VALUE

 

 

December 31,
2024

 

 

December 31,
2023

 

Investments in GT1 (ASX;GT1) (Note 24)

 

$

537

 

 

$

2,580

 

Investments in Ascend Elements (Note 24)

 

 

3,615

 

 

 

8,582

 

Total

 

$

4,152

 

 

$

11,162

 

 

The Company holds 13,301 common shares (representing approximately 3% ownership) 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. A loss on change in fair value of GT1 of $2,043 for the year ended December 31, 2024 (2023 - $4,871) was recognized in the Consolidated Statements of Loss.

At December 31, 2024, the Company holds 806 series C-1 preferred shares of Ascend Elements, Inc. (“Ascend Elements”), a private US based lithium-ion battery recycling and engineered material company. A loss on change in fair value of Ascend Elements at December 31, 2024 of $4,967 (2023 - gain of $3,582) determined based on the Company’s assessment of the fair value, was recognized in the Consolidated Statements of Loss. The Company accounts for the Ascend Elements equity investment at fair value, which was based on a review of Ascend Elements’ business developments, financings and trends in the share prices of other companies in the same industry sector.
v3.25.1
Mineral Properties, Plant and Equipment, Net
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Mineral Properties, Plant and Equipment, Net
9.
MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

 

 

December 31,
2024

 

 

December 31,
2023

 

Thacker Pass

 

$

378,957

 

 

$

199,060

 

Machinery and equipment

 

 

2,638

 

 

 

2,622

 

Finance lease right-of-use assets

 

 

19,948

 

 

 

236

 

Other

 

 

1,116

 

 

 

892

 

Total mineral properties, plant and equipment

 

 

402,659

 

 

 

202,810

 

Accumulated depreciation

 

 

(3,711

)

 

 

(2,252

)

Total mineral properties, plant and equipment, net

 

$

398,948

 

 

$

200,558

 
v3.25.1
Other Assets
 12 Months Ended
Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Assets
10.
OTHER ASSETS

 

 

December 31,
2024

 

 

December 31,
2023

 

Operating lease right-of-use assets

 

$

3,458

 

 

$

3,685

 

Prepaid insurance, Thacker Pass

 

-

 

 

 

2,456

 

Deposits on long-lead equipment

 

 

24,394

 

 

 

12,859

 

Total

 

$

27,852

 

 

$

19,000

 

 

Operating lease right-of-use assets include office leases and a land lease associated with Thacker Pass.
v3.25.1
Accrued Liabilities
 12 Months Ended
Dec. 31, 2024
Accrued Liabilities, Current [Abstract]  
Accrued Liabilities
11.
ACCRUED LIABILITIES

Accrued liabilities are comprised of the following items:

 

 

December 31,
2024

 

 

December 31,
2023

 

Trade accruals

$

 

43,621

 

$

 

11,881

 

Employee-related benefits

 

 

8,143

 

 

 

6,885

 

Total

$

 

51,764

 

$

 

18,766

 
v3.25.1
Leases and Other Liabilities
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases and Other Liabilities
12.
LEASES AND OTHER LIABILITIES

Lease liabilities include the following:

 

 

December 31,
2024

 

 

December 31,
2023

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

4,782

 

 

$

47

 

Operating Leases

 

 

 

 

 

 

Office leases

 

963

 

 

 

763

 

Land lease

 

71

 

 

 

68

 

Current portion of lease liabilities

 

$

5,816

 

 

$

878

 

 

 

 

 

 

 

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

14,230

 

 

$

69

 

Operating Leases

 

 

 

 

 

 

Office leases

 

 

787

 

 

 

1,164

 

Land lease

 

 

1,804

 

 

 

1,783

 

Non-current portion of lease liabilities

 

$

16,821

 

 

$

3,016

 

 

Leases for office space, vehicles and equipment have a range of terms between 2 to 5 years with remaining lease terms ranging from 0.5 to 4 years at December 31, 2024. The land lease for land near the City of Winnemucca, Nevada has a term of 40 years from signing in November 2023.

The following is a schedule of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2024.

 

 

Operating
Leases

 

 

Finance
Leases

 

2025

 

$

1,098

 

 

$

6,128

 

2026

 

 

739

 

 

 

5,721

 

2027

 

 

156

 

 

 

5,320

 

2028

 

 

147

 

 

 

4,941

 

2029

 

 

80

 

 

 

-

 

Thereafter

 

 

4,709

 

 

 

-

 

Total minimum lease payments

 

 

6,929

 

 

 

22,110

 

Less: amounts representing interest

 

 

(3,304

)

 

 

(3,098

)

Present value of net minimum lease payments

 

 

3,625

 

 

 

19,012

 

Less: current portion of lease liabilities

 

 

(1,034

)

 

 

(4,782

)

Non-current lease liabilities

 

$

2,591

 

 

$

14,230

 

 

Other liabilities

A third-party mining contractor has been contracted to design, consult and conduct mining operations of Thacker Pass. The service provider provided an advance of $3,500. 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.
v3.25.1
Royalty and Production Payment Arrangements
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Royalty and Production Payment Arrangements
13.
ROYALTY AND PRODUCTION PAYMENT ARRANGEMENTS

The Company is subject to commitments for royalty and other payments to be made on Thacker Pass and other exploration assets 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 commences production from Thacker Pass or other subject claims.

The Company is obligated to pay an 8% gross revenue royalty for sales on production from all Thacker Pass mineral claims up to a cumulative payment of $22,000, after which the royalty rate is reduced to 4% for the remaining life of the project. The Company has the option at any time to reduce the royalty to 1.75% through payment of $22,000. The portion of the royalty subject to repurchase has been recorded as a financial liability carried at amortized cost. At December 31, 2024, the royalty obligation was $20,715 (December 31, 2023 - $20,747). The Company is also obligated to pay a 20% royalty on revenue solely in respect of uranium sales, if any.
v3.25.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity
14.
STOCKHOLDERS’ EQUITY

Share Capital

The Company is authorized to issue an unlimited number of common shares. At December 31, 2024, 218,465 (December 31, 2023 - 161,778) common shares were issued and outstanding.

Equity Financing

On April 22, 2024, the Company completed an underwritten public offering of 55 million common shares at a price of $5.00 per common share for aggregate gross proceeds to the Company of $275,000 (net proceeds of $262,146) for the intended purpose of advancing construction and development of Thacker Pass.

Equity Incentive Plan

In connection with the completion of the Separation, the Company adopted an equity incentive plan (the “Equity Incentive Plan”), which includes stock options, RSUs, DSUs, and PSUs up to an aggregate total of 8.9% of the Company’s issued and outstanding common stock. All instruments issued under the Equity Incentive Plan are classified as equity and presented in Common stock.

In connection with the Arrangement, holders of all awarded Old LAC RSUs, DSUs, and PSUs (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, 2,171 RSUs, 225 DSUs, and 1,037 PSUs were issued in connection with the Arrangement. Stock-based compensation expense of $6,462 for the period from January 1 to October 2, 2023 was included as part of the Net former parent investment.

Stock-based compensation for the following equity instruments is as follows. For the year ended December 31, 2024, $5,166 (December 31, 2023 - $7,619) was recognized in General and administrative expense with the remainder in Exploration expense.

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Restricted share units

 

$

3,048

 

 

$

2,568

 

Deferred share units

 

 

613

 

 

 

128

 

Performance share units

 

 

1,505

 

 

 

3,013

 

Allocations from former parent during carve-out period

 

-

 

 

 

2,007

 

Total

 

$

5,166

 

 

$

7,716

 

 

During the year ended December 31, 2024, stock-based compensation related to RSUs of $2,387 was capitalized to Thacker Pass (2023 - $1,460). During the year ended December 31, 2024, stock-based

compensation related to PSUs of $299 was capitalized to Thacker Pass (2023 - $256). At December 31, 2024, $613 of stock-based compensation related to DSUs was accrued for the year ended December 31, 2024 (2023 - $128) with $589 charged to additional paid-in capital for the year ended December 31, 2024 (2023 - $nil).

Restricted Share Units

The Company grants RSUs to executives and eligible employees with RSUs vesting either immediately or ratably over a three-year service period. The Company settles all RSUs in common shares at the direction of the holder, once vested. The total estimated fair value of RSUs granted was $9,337 for the year ended December 31, 2024 (2023 - $4,878) based on the market value of the Company’s common shares on the grant date with a weighted average fair value of $4.82 at December 31, 2024 (2023 – $7.29). As at December 31, 2024, there was $4,206 (2023 - $4,642) of total unrecognized stock-based compensation expense relating to unvested RSUs. At December 31, 2024, unrecognized compensation costs related to unvested RSUs is expected to be recognized over approximately 3 years. During the year ended December 31, 2024, 642 RSUs were issued for settlement of the 2023 annual bonuses totaling $3,070, which were accrued at December 31, 2023.

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

 

 

Number of Shares

 

RSUs issued on Separation

 

 

2,171

 

Vested and converted into common shares

 

 

(1,191

)

Granted after Separation

 

 

670

 

Outstanding - December 31, 2023

 

 

1,650

 

Vested and converted into common shares

 

 

(1,310

)

Granted

 

 

1,936

 

Cancelled

 

 

(198

)

Outstanding - December 31, 2024

 

 

2,078

 

 

Deferred Share Units

The Company grants DSUs to eligible directors of the Company. DSUs vest immediately and are redeemable for common shares following retirement or termination from the board of directors.

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

 

 

Number of Shares

 

DSUs issued on Separation

 

 

225

 

Converted into common shares

 

 

(130

)

Outstanding - December 31, 2023

 

 

95

 

Granted

 

 

157

 

Outstanding - December 31, 2024

 

 

252

 

 

Performance Share Units

The Company grants PSUs to certain executives. PSUs generally vest after three years subject to performance conditions and/or multipliers. The fair value of PSUs granted is estimated using a valuation model based on a Monte Carlo simulation model, which calculates potential outcomes and the probability weighted average payout. The fair value is estimated using inputs including: (a) the share price at the valuation date in USD of the Company and peer companies; (b) the share volatility of the Company and peer companies over the vesting period; and (c) the risk-free rate based on U.S. Treasury yields matching the PSU vesting period. The total estimated fair value of the PSUs granted in 2024 was $2,793 (2023 -

$3,952 on a carve-out basis) based on a Monte Carlo simulation. The assumptions underlying these calculations are the closing share prices and volatility of the Company and its peer group, the risk-free rate derived from the U.S. Treasury curve, and a correlation matrix of share price returns calculated over a historical period of three years. PSUs vest and holders are entitled to them on the expiry of the applicable restricted period (vesting period) in the amount equal to the number granted multiplied by a final performance multiplier, which is determined based on the performance of the Company’s share price relative to a selected group of peer companies.

As at December 31, 2024, unrecognized stock-based compensation expense related to unvested PSUs granted was $2,434 (2023 – $2,174). The fair value of PSUs granted by Old LAC pre-Separation was estimated based on a Monte Carlo simulation using relevant assumptions at the date of grant.

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

 

 

Number of Shares

 

PSUs issued on Separation

 

 

1,037

 

Converted into common shares

 

 

(409

)

Outstanding - December 31, 2023

 

 

628

 

Converted into common shares

 

 

(377

)

Granted to employees and directors

 

 

442

 

Cancelled

 

 

(116

)

Outstanding - December 31, 2024

 

 

577

 
v3.25.1
Loss Per Share
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Loss Per Share
15.
LOSS PER SHARE

Basic and diluted net loss per share is computed by dividing the net loss attributable to the Company’s shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similar to basic net loss per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of equity instruments, if dilutive. Potentially dilutive common shares include stock options, RSUs, DSUs, and PSUs. For the year ended December 31, 2023, the number of shares assumed to be outstanding during the period prior to Separation was the number of common shares issued on October 3, 2023 as a result of the Arrangement.
v3.25.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
16.
RELATED PARTY TRANSACTIONS

Upon closing of the Arrangement, the Company entered into a Transition Services Agreement (“TSA”) with Lithium Argentina whereby each company provided to the other company various accounting, payroll and other technical services. The TSA was terminated on October 2, 2024.

The Company's key management includes the executive management team who supervise day-to-day operations and independent director on the Company's Board of Directors who oversee management. Their compensation is as follows:

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Salaries, benefits and directors' fees included in the Consolidated Statements of Loss

 

$

3,903

 

 

$

3,980

 

Salaries, benefits included in mineral properties, plant and equipment, net

 

-

 

 

 

818

 

Stock-based compensation

 

 

3,182

 

 

 

3,208

 

Total

 

$

7,085

 

 

$

8,006

 

 

The above numbers represent an allocation of the remuneration of those directors and key management personnel of LAC North America for the period January 1, 2023 to October 2, 2023 on a carve-out basis

plus actual expenses for the period October 3, 2023 to December 31, 2023 and actual expenses for year ended December 31, 2024.
v3.25.1
General and Administrative Expenses
 12 Months Ended
Dec. 31, 2024
General and Administrative Expense [Abstract]  
General and Administrative Expenses
17.
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 period January 1, 2023 to October 2, 2023 on a carve-out basis plus actual expenses for the period October 3, 2023 to December 31, 2023 and actual expenses for year ended December 31, 2024:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Salaries, benefits and directors’ fees

 

$

12,564

 

 

$

7,847

 

Stock-based compensation

 

 

5,166

 

 

 

7,619

 

Professional fees

 

 

3,239

 

 

 

2,525

 

Office and administration

 

 

4,558

 

 

 

4,633

 

Regulatory and filing fees

 

 

672

 

 

 

374

 

Travel

 

 

263

 

 

 

450

 

Investor relations

 

 

1,588

 

 

 

998

 

Depreciation

 

 

46

 

 

 

158

 

Total

 

$

28,096

 

 

$

24,604

 
v3.25.1
Exploration Expenditures
 12 Months Ended
Dec. 31, 2024
Extractive Industries [Abstract]  
Exploration Expenditures
18.
EXPLORATION EXPENDITURES

The following table summarizes the Company’s exploration expenditures:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Consulting and salaries

 

$

-

 

 

$

2,405

 

Stock-based compensation

 

-

 

 

 

97

 

Engineering

 

-

 

 

 

782

 

Permitting, environmental and claim fees

 

202

 

 

 

615

 

Field supplies and other

 

-

 

 

 

14

 

Depreciation

 

-

 

 

 

135

 

Drilling and geological expenses

 

-

 

 

 

98

 

Total

 

$

202

 

 

$

4,146

 
v3.25.1
Transaction Costs
 12 Months Ended
Dec. 31, 2024
Investments [Abstract]  
Transaction Costs
19.
TRANSACTION COSTS

Prior to determining an underlying transaction is probable, the Company expenses transaction costs as incurred. Transactions that are subject to completion pending a final investment decision are not considered probable prior to such decision. The Company also expenses transaction costs associated with the origination of financial instruments that will be subsequently measured at fair value. The Company has expensed transactions costs in relation to the following transactions and has presented these costs in Other income (expense) in the Consolidated Statements of Loss:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

DOE Loan

 

$

6,487

 

 

$

3,138

 

Separation

 

-

 

 

 

4,626

 

General Motors original investment

 

-

 

 

 

2,777

 

GM’s non-controlling interest related to the JV

 

 

14,046

 

 

-

 

Other financing activities

 

 

1,681

 

 

-

 

Total

 

$

22,214

 

 

$

10,541

 
v3.25.1
Other Income (Expense)
 12 Months Ended
Dec. 31, 2024
Other Income and Expenses [Abstract]  
Other Income (Expense)
20.
OTHER INCOME (EXPENSE)

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Interest earned on cash deposits

 

$

14,738

 

 

$

2,945

 

Other

 

 

(197

)

 

 

78

 

Total

 

$

14,541

 

 

$

3,023

 
v3.25.1
Segmented Information
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segmented Information
21.
SEGMENTED INFORMATION

The Company’s President & Chief Executive Officer and its Executive Chairman combined to form the Chief Operating Decision Maker (“CODM”) of the Company throughout 2024. The CODM evaluates how the Company allocates resources, assesses performance and makes strategic and operational decisions. Based upon such evaluation, the Company has determined that the Company operates in one operating and reporting segment as well as one geographical area, monitored on a consolidated basis consistent with the full entity reporting. Substantially all the assets and the liabilities of the Company relate to Thacker Pass.

The accounting policies of the segment are described in the summary of accounting policies. The CODM determines how to allocate resources based on projected funding requirements related to the advance of construction and development at Thacker Pass. Net loss, expense and asset reporting to the CODM is as presented in the consolidated financial statements.

v3.25.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
22.
INCOME TAXES

Income tax recognized in profit or loss is comprised of the following:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Current income tax

 

$

-

 

 

$

-

 

Deferred income tax

 

 

-

 

 

 

-

 

Total income tax expense (benefit)

 

$

-

 

 

$

-

 

 

A reconciliation of income taxes at the Canadian statutory federal rate of 15% is as follows:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Loss from continuing operations before taxes

 

$

(42,633

)

 

$

(5,088

)

Statutory tax rate

 

 

15

%

 

 

15

%

Expected income tax benefit

 

 

(6,395

)

 

 

(763

)

 

 

 

 

 

 

 

Reconciling items:

 

 

 

 

 

 

Non-taxable items

 

 

(1,582

)

 

 

(6,517

)

Effect of provincial and foreign tax rate differences

 

 

(4,662

)

 

 

96

 

Changes in valuation allowance

 

 

12,639

 

 

 

7,184

 

Total income tax expense (benefit)

 

$

-

 

 

$

-

 

 

Income tax amounts related to periods prior to the Separation have been calculated as if LAC North America had filed tax returns on a stand-alone basis.

The significant components of deferred income tax assets and liabilities were:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Deferred income tax assets:

 

 

 

 

 

 

Non-capital loss carryforwards

 

$

58,371

 

 

$

47,537

 

Share issuance costs

 

 

3,139

 

 

 

-

 

Exploration assets

 

 

7

 

 

 

3,672

 

Property, plant and equipment

 

 

3,703

 

 

 

-

 

Investment measured at fair value

 

 

592

 

 

 

1,004

 

Stock-based compensation

 

 

112

 

 

 

-

 

Other items

 

 

449

 

 

 

5,923

 

 

 

66,373

 

 

 

58,136

 

Less: valuation allowance

 

 

(63,617

)

 

 

(47,508

)

Total deferred income tax assets

 

$

2,756

 

 

$

10,628

 

 

 

 

 

 

 

 

Deferred income tax liabilities:

 

 

 

 

 

 

Investment in JV

 

$

(2,756

)

 

$

-

 

Thacker Pass development costs

 

 

-

 

 

 

(4,230

)

Investment measured at fair value

 

 

-

 

 

 

(484

)

Stock-based compensation

 

 

-

 

 

 

(5,722

)

Other

 

 

-

 

 

 

(192

)

Total deferred income tax liabilities

 

$

(2,756

)

 

$

(10,628

)

 

 

 

 

 

 

 

Deferred income tax assets, net

 

$

-

 

 

$

-

 

 

The Company has non-capital loss carryforwards (i) in the US of approximately $257,555 (2023 - $219,311) of which $38,756 expires between 2029 and 2037 and the remaining amount has no fixed date of expiry and (ii) Canada of $15,870 (2023 - $5,488) expiring in 2044. The non-capital loss carryforwards are available to reduce taxable income in the US and Canada, respectively.

The Company has recognized a valuation allowance to the extent the recovery of deferred tax assets cannot be supported by the reversal of taxable temporary differences, as recovery of these deferred tax assets is not considered “more likely than not”.
v3.25.1
Supplemental Disclosure With Respect to Cash Flows
 12 Months Ended
Dec. 31, 2024
Supplemental Cash Flow Elements [Abstract]  
Supplemental Disclosure With Respect to Cash Flows
23.
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Other cash information during the years ended December 31 were as follows:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Interest received on cash deposits

 

$

15,918

 

 

$

1,373

 

Interest paid

 

$

(268

)

 

$

(168

)

Non-cash investing and financing activities

 

 

 

 

 

 

Total non-cash additions to mineral properties, plant and equipment composed of:

 

$

22,208

 

 

$

5,611

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

 

19,731

 

 

 

144

 

Capitalization of stock-based compensation

 

 

4,255

 

 

 

1,716

 

Capitalization of depreciation

 

 

1,432

 

 

 

587

 

Capitalization of non-cash interest

 

 

(32

)

 

 

2,846

 

Other non-cash transactions including working capital changes

 

 

(3,178

)

 

 

318

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

719

 

 

$

-

 

Increases to net investment in parent due to stock-based compensation

 

$

-

 

 

$

2,007

 
v3.25.1
Fair Values of Financial Instruments
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Values of Financial Instruments
24.
FAIR VALUES OF FINANCIAL INSTRUMENTS
(a)
Financial instruments not measured at fair value

Except as disclosed below, the carrying value of the financial assets and liabilities, where the measurement basis is other than fair value, approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since original date. Cash and cash equivalents, receivables, accounts payable and royalty obligations are measured at amortized cost.

(b)
Measurement of fair value

Financial instruments recorded at fair value on the Consolidated Balance Sheets 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 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;
•
Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and
•
Level 3 – Inputs for assets and liabilities that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified in the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The following table identifies the Company’s assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. The carrying value is equal to the fair value at each date reported. At December 31, 2024 and December 31, 2023, there were no financial assets and financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition.

 

 

 

 

Fair Value at

 

 

Category

 

December 31,
2024

 

 

December 31, 2023

 

Financial assets

 

 

 

 

 

 

 

 

Investment in GT1 (Note 8)

 

Level 1

 

$

537

 

 

$

2,580

 

Investment in Ascend Elements (Note 8) 1

 

Level 3

 

 

3,615

 

 

 

8,582

 

 

 

 

$

4,152

 

 

$

11,162

 

Financial liabilities

 

 

 

 

 

 

 

 

GM Tranche 2 liability (Note 4) 2

 

Level 2

 

$

-

 

 

$

348

 

 

 

 

$

-

 

 

$

348

 

 

1
The fair value was based on a review of Ascend Elements’ business development, financings and trends in the share prices of other companies in the same industry sector.
2
The fair value of the Tranche 2 Investment liability as at January 30, 2023, was determined using a Monte Carlo simulation with the following inputs and assumptions with respect to shares of Old LAC: expected volatility of 58.34%, share price of $21.99, risk-free rate of 4.77%, and no expected dividends. The fair value of the Tranche 2 Investment liability as of December 31, 2023, was estimated with the following inputs and assumptions with respect to shares of New LAC: expected volatility of 71.26%, share price of $6.40, risk-free rate of 5.54%, and no expected dividends. The gain on change in the fair value has been recognized in Gain (loss) on financial instruments measured at fair value under Other income (expense) in the Consolidated Statements of Loss.

The Company has, where appropriate, estimated the fair value of financial instruments for which the amortized cost carrying value may be significantly different than the fair value. As of December 31, 2024 and December 31, 2023, this includes the royalty obligation (Note 13). At December 31, 2024, the carrying value of the royalty obligation was $20,715 and the estimated fair value was $15,563. At December 31, 2023, the carrying value of the royalty obligation was $20,747 and the estimated fair value was $16,428. The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a weighted average discount rate of 12.3% at December 31, 2024 (December 31, 2023 – 11.7%).
v3.25.1
Commitments
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments
25.
COMMITMENTS

The Company has entered into certain long-term purchase agreements related to long-lead equipment, infrastructure and services related to the construction of the processing plant as well as development and mining services at Thacker Pass. These agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. There were no commitments under these agreements at December 31, 2024.

Transload Terminal Services Agreement and U.S. Department of Defense Grant

LN is party to a Transload Terminal Services Agreement (the “Terminal Agreement”) executed on October 28, 2024, to finance the construction of a railcar and truck terminal (the “Terminal”) in Winnemucca, Nevada. The initial term of the Terminal Agreement is 10 years with two automatic extensions of 5 years each. A third-party developer has agreed to fund approximately $95 million to finance the construction of the Terminal through a finance lease to the Company. Under the terms of the lease, the Company expects lease payments to be approximately $20.5 million per year for each of the first 10 years and $6.7 million per year for each of the second 10 years, with an early buyout option to purchase the Terminal. The total amount funded by the third-party developer and the amount of the future lease payments will be determined upon commencement of the lease at a future date. The arrangement is a build-to-suit arrangement and the Company has been involved in the design and construction of the Terminal prior to the anticipated lease commencement. Accordingly, the Company has determined it controls the Terminal during the construction period and will record construction costs incurred during the construction period as a construction-in-process asset and a related financing obligation on the Company’s Consolidated Balance Sheets. At

December 31, 2024, construction of the Terminal had not commenced. The Company’s interest in the Terminal Agreement serves as collateral under the DOE Loan (Note 3).

While not a commitment of the Company, 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 the local power infrastructure and to help build a transloading facility, which is part of the construction of the Terminal. The monies available under the grant will be available as costs are incurred.
v3.25.1
Subsequent Event
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Event
26.
SUBSEQUENT EVENT

On March 6, 2025, the Company announced a strategic investment of $250 million from fund entities managed by Orion Resource Partners LP (collectively, “Orion”), which is expected to achieve fully funded status at the project level and corporate level for the development and construction of Thacker Pass Phase 1 for the duration of construction.

Orion has committed to purchase senior unsecured convertible notes in the aggregate and principal amount of $195 million (the “Notes”) and enter into a Production Payment Agreement (“PPA”) whereby Orion will pay the Company $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, upon request by the Company.

 
v3.25.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

These consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and are presented on a historical cost basis, except as otherwise disclosed. Previously, the Company prepared its consolidated financial statements under IFRS® Accounting Standards as issued by the International Accounting Standards Board as permitted by securities regulators in Canada and in the United States for companies that meet the definition of a Foreign Private Issuer, as defined by the SEC. As of June 30, 2024, the Company determined that it no longer met the definition of a Foreign Private Issuer. As a result, beginning January 1, 2025, the Company is required to follow SEC reporting standards applicable to U.S. domestic issuers and transitioned its accounting from IFRS® Accounting Standards to U.S. GAAP. The transition was made retrospectively for all periods presented and included the adoption of any relevant U.S. GAAP accounting pronouncements.

These consolidated financial statements reflect (i) the activities of the Company from and after the Separation on October 3, 2023, and (ii) the activities of LAC North America on a "carve-out" basis prior to that date. Prior to Separation, LAC North America did not operate as a separate legal entity. The assets, liabilities, and results of operations prior to October 3, 2023 represent those specifically identifiable to LAC North America including assets, liabilities, and expenses relating to Thacker Pass, specified investments, transactions and balances arising from an original investment from General Motors, as well as an allocation of certain costs relating to the management of those relevant assets, liabilities, and results of operations. Such costs have been allocated from the shared corporate expenses of Old LAC based on the estimated level of involvement of Old LAC management and employees with LAC North America.

These consolidated financial statements have been prepared on the assumption that the Company is a going concern and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the next 12 months.
Principles of Consolidation

Principles of Consolidation

These consolidated financial statements include the accounts of Lithium Americas Corp., its wholly owned subsidiaries, and a variable interest entity (“VIE”) in which it is the primary beneficiary.

The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary beneficiary of a VIE is a reporting entity that has (a) the power (including relative power) to direct the activities that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

All intercompany balances and transactions between the Company and its subsidiaries have been eliminated on consolidation.
Use of Estimates

Use of Estimates

Accounting estimates are an integral part of the consolidated financial statements. The preparation of these estimates requires the use of judgments and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes.

The most significant areas requiring the use of management estimates and judgement relate to asset retirement obligations, assessments of impairment for Thacker Pass and the fair value of financial instruments including marketable and equity securities. The Company bases its estimates and assumptions on historical experience and other factors believed to be reasonable at the time the estimate was made. However, due to the inherent uncertainties in making estimates, actual results may differ from amounts estimated in these consolidated financial statements and such differences could be material and require adjustments to reported amounts in future periods.
Functional and Reporting currency

Functional and Reporting Currency

The functional and reporting currency of the Company and each of its subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the rates of exchange prevailing at the consolidated balance sheet dates. Transactions in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate prevailing on the transaction date, and exchange differences arising on remeasurement are recognized in the Consolidated Statements of Loss.
Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held with banks and highly liquid short-term investments with original maturities of 90 days or less. Because of the short term to maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is presented separately as Restricted cash in the Consolidated Balance Sheets.
Investments

Investments

The Company’s investments in equity securities are measured at fair value at each period end with changes in fair value recognized in the Consolidated Statements of Loss.
Mineral Properties, Plant and Equipment

Mineral Properties, Plant and Equipment

Property, plant and equipment (excluding mineral properties)

Property, plant and equipment (“PP&E”) is recorded at cost, net of accumulated depreciation. Expenditures for new assets and expenditures that extend the useful lives of existing assets are capitalized. Depreciation of ‘Machinery and equipment’ is computed using the straight-line method over the estimated useful productive life of the assets, which ranges from 5 – 30 years. Leasehold improvements are amortized over the period of the lease or life of the asset, whichever is shorter. Amortization of right-of-use assets is included in depreciation expense.

The assets’ residual values, useful lives, and depreciation methods are reviewed periodically and adjusted, if appropriate, when warranted. Gains or losses arising on the disposal of items of PP&E are determined as the difference between the sale proceeds and the carrying amount of the assets and are recognized in the Consolidated Statements of Loss.

Mineral Properties

Mineral properties are recorded at cost at the acquisition date.

Prior to having proven and probable reserves and the right to exploit a mineral property, a mineral property is in the exploration stage. When the Company has obtained the rights to exploit a mineral property and the property has proven and probable reserves, as defined by S-K 1300, the project is in the development stage and capitalization of mine development project costs begins. Mineral reserves represent the estimate of ore that can be economically and legally extracted from the Company's mining properties.

Costs are capitalized for an ore body in the development stage where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting additional resources to proven and probable reserves. Development costs capitalized in the development stage include engineering and metallurgical studies, drilling and other related costs to delineate an ore body and the removal of overburden to initially expose an ore body at open pit surface mines (pre-stripping).

Mineral properties in the exploration or development stage are not amortized until the underlying property is converted to the production stage, at which point the mineral property will be amortized using the units-of-production method based on the estimated recoverable reserves. The production phase of an open pit mine commences when saleable minerals, beyond a de minimis amount, are produced.

Thacker Pass Construction-in-process (“CIP”) assets

The Company capitalizes costs related to the construction of processing and other facilities associated with specific mineral properties, once the associated mineral property has reached the development phase. CIP assets primarily consist of infrastructure development, camp and lodging expenditures, equipment purchases, salary, consulting and other directly attributable costs incurred during the construction phase. Depreciation related to assets used directly in construction is capitalized. Interest incurred during construction is capitalized. Upon completion of construction, CIP assets are reclassified to the appropriate property, plant and equipment categories and depreciated over their estimated useful lives using the units-of-production method or another appropriate depreciation method.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

The Company reviews and evaluates its long-lived assets, which include property, plant and equipment, mineral properties, and CIP assets, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events or circumstances that could indicate impairment include, but are not limited to, significant decreases in the market price of the assets, adverse changes in legal factors or the business climate including changes in commodity prices, changes to the extent or manner in which the asset is being used or its physical condition, and costs significantly in excess of the amount originally expected.

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. An impairment is determined to exist if the total undiscounted projected pre-tax future cash flows are less than the carrying amount of a long-lived asset or asset group. Once it is determined that an impairment exists, an impairment loss is measured and recorded based on the difference between the estimated fair value of the long-lived assets being tested for impairment and their carrying amounts. This process involves significant judgments and estimates including commodity prices, production costs, life of mine plans and discount rates.

On June 30, 2024, the Company determined that an impairment indicator existed for Thacker Pass due to the decrease in market prices of lithium. A recoverability test was conducted by updating the mine model using estimates of long-term lithium pricing from analyst reports to determine whether an impairment existed. The undiscounted cash flows significantly exceeded the carrying value of Thacker Pass and no impairment was identified.

No impairment loss was recognized during the years ended December 31, 2024, and 2023.
Leases

Leases

The Company leases office space, equipment, vehicles, and land.

At the inception of a contract, the Company assesses whether a contract is or contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract is determined to be a lease, they are classified as either operating or finance leases. Operating and finance lease right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit in the lease cannot be readily determined, the Company utilizes its incremental borrowing rate to determine the present value of future lease payments.

Operating lease ROU assets are included in Other assets, and lease obligations are included in Lease liabilities on the Consolidated Balance Sheets. Finance lease ROU assets are included in Mineral properties, plant and equipment, and lease obligations are included in Lease liabilities on the Consolidated Balance Sheets.

Operating lease costs are recognized on a straight-line basis over the lease term and are included in Operating expenses in the Consolidated Statements of Loss. Finance lease costs are recognized as interest costs based on the effective interest method for the lease liability and straight-line amortization of the ROU asset. Variable lease payments are recognized in the period in which they are incurred.

Leases with a term of one year or less are not recognized on the Consolidated Balance Sheets and are recognized on a straight-line basis. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components.
Royalties and Production Payments

Royalties and Production Payments

Royalties on future production or sales are reported based on their underlying characteristics. When indicated by their terms, royalties and production payments are treated as financial liabilities, such as those subject to call options for a specified price or those sold on proven properties and settleable with cash flows in which the Company has significant continuing involvement. The Company determines interest expense associated with such financial liabilities based on the amortized cost method using a retrospective approach. Under the retrospective approach, the carrying value of the liability is subsequently measured as the discounted present value of estimated remaining cash flows, using the current effective interest rate derived from the original proceeds, cash flows to date and the estimated remaining cash flows.
Reclamation Liabilities

Reclamation Liabilities

Reclamation obligations are initially recognized when incurred and recorded as liabilities at their estimated fair value. The fair value of the liability is determined using expected future cash outflows, discounted to present value using a credit-adjusted risk-free rate. The estimated fair value reflects the cost of decommissioning and restoring the site at the end of the asset’s useful life. The liability is subsequently accreted over time, based on the original discount rate. The corresponding asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the useful life of the related asset.

Reclamation obligations are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. The Company reviews, on an annual basis, or more frequently if significant changes in estimates occur, the reclamation obligation for its project.
Non-controlling Interests in Lithium Nevada Ventures LLC

Non-controlling Interests in Lithium Nevada Ventures LLC

As at December 31, 2024, the Company owned a 62% interest in Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”) which holds a 100% interest in Thacker Pass. General Motors Holdings LLC owns the remaining 38% interest in Lithium Nevada Ventures. The Company allocates the equity and income of Lithium Nevada Ventures based on a hypothetical liquidation at book value method.
Income Taxes

Income Taxes

The Company accounts for income taxes using an asset and liability approach, which results in the recognition of deferred tax assets and liabilities for the expected future tax benefits or consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax liabilities are not provided on differences between the carrying value and tax basis of the net equity of foreign subsidiaries, including unremitted earnings when applicable, where such differences are indefinitely reinvested and not expected to reverse in the foreseeable future. A valuation allowance is provided for deferred tax assets if it is determined that the realization of a future tax benefit is not more likely than not.
Stock-Based Compensation

Stock-Based Compensation

The Company’s equity incentive plan allows for the grant of share options, restricted share units (“RSUs”), performance share units ("PSUs”) and deferred share units ("DSUs”). The cost of equity-settled payment arrangements is recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period.

Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the appropriate pricing model, including Black-Scholes option model for options and Monte Carlo simulation methodology for performance share units including a market-related condition. Stock-based compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest. The number of awards expected to vest, and the estimated forfeiture rate is reviewed at least annually with any impact being recognized immediately.
Loss per Common Share

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reporting period. For periods presented on a "carve-out" basis, the number of shares issued and outstanding upon Separation is used as the denominator in the calculation of basic loss per share.
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about effective tax rate reconciliation and additional information on taxes paid that meet a qualitative threshold. The guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.

Recent Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring more detailed information about a reportable segment’s profit or loss and assets. ASU 2023-07 applies to all public entities that are required to report segment information in accordance with ASC 280 “Segment Reporting” and was effective for the Company for the fiscal year ended December 31, 2024 and interim periods commencing in fiscal 2025. The adoption did not have a material impact on the consolidated financial statements or disclosures.
v3.25.1
Transactions With General Motors Holdings LLC (Tables)
 12 Months Ended
Dec. 31, 2024
Joint Venture Formation [Abstract]  
Schedule of Net Assets, Respective Interests and Non-controlling Interest

The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of December 31, 2024, are as follows:

 

 

December 31, 2024

 

Assets

 

$

888,486

 

Liabilities

 

 

(71,813

)

Net assets

 

$

816,673

 

 

 

 

 

GM’s non-controlling interest

 

$

310,336

 

The Company’s controlling interest

 

 

506,337

 

Net assets

 

$

816,673

 

 

 

 

 

Non-controlling interest in Lithium Nevada Ventures

 

 

 

On initial recognition as at December 20, 2024

 

$

310,441

 

Non-controlling interests share of loss

 

 

(105

)

Balance at December 31, 2024

 

$

310,336

 
Schedule of Changes in Fair Value of Liability Associated With Tranche 2 Investment

Changes in the fair value of the liability associated with the Tranche 2 Investment are summarized as follows (Note 24):

 

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

 

 

348

 

As at termination on October 15, 2024

 

$

-

 
v3.25.1
Cash and Cash Equivalents (Tables)
 12 Months Ended
Dec. 31, 2024
Cash and Cash Equivalents [Abstract]  
Summary of Cash and Cash Equivalents

 

December 31,
2024

 

 

December 31,
2023

 

Cash

 

$

593,885

 

 

$

12,050

 

Cash equivalents

 

-

 

 

 

183,466

 

Total

 

$

593,885

 

 

$

195,516

 
v3.25.1
Receivables (Tables)
 12 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
Schedule of Financing Receivables

 

December 31,
2024

 

 

December 31,
2023

 

Receivable from Lithium Argentina

 

$

-

 

 

$

2,921

 

Interest receivable

 

 

394

 

 

 

1,573

 

Other

 

 

163

 

 

-

 

Total

 

$

557

 

 

$

4,494

 
v3.25.1
Prepaids and Deposits (Tables)
 12 Months Ended
Dec. 31, 2024
Prepaids and Deposits [Abstract]  
Schedule of Prepaids and Deposits

 

December 31,
2024

 

 

December 31,
2023

 

Prepaids

 

$

7,469

 

 

$

5,781

 

Deposits

 

264

 

 

 

92

 

Total

 

$

7,733

 

 

$

5,873

 
v3.25.1
Investments Measured At Fair Value (Tables)
 12 Months Ended
Dec. 31, 2024
Schedule of Investments [Abstract]  
Summary Of Investments Measured At Fair Value

 

December 31,
2024

 

 

December 31,
2023

 

Investments in GT1 (ASX;GT1) (Note 24)

 

$

537

 

 

$

2,580

 

Investments in Ascend Elements (Note 24)

 

 

3,615

 

 

 

8,582

 

Total

 

$

4,152

 

 

$

11,162

 
v3.25.1
Mineral Properties, Plant and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Mineral Properties, Plant and Equipment

 

December 31,
2024

 

 

December 31,
2023

 

Thacker Pass

 

$

378,957

 

 

$

199,060

 

Machinery and equipment

 

 

2,638

 

 

 

2,622

 

Finance lease right-of-use assets

 

 

19,948

 

 

 

236

 

Other

 

 

1,116

 

 

 

892

 

Total mineral properties, plant and equipment

 

 

402,659

 

 

 

202,810

 

Accumulated depreciation

 

 

(3,711

)

 

 

(2,252

)

Total mineral properties, plant and equipment, net

 

$

398,948

 

 

$

200,558

 
v3.25.1
Other Assets (Tables)
 12 Months Ended
Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Assets

 

December 31,
2024

 

 

December 31,
2023

 

Operating lease right-of-use assets

 

$

3,458

 

 

$

3,685

 

Prepaid insurance, Thacker Pass

 

-

 

 

 

2,456

 

Deposits on long-lead equipment

 

 

24,394

 

 

 

12,859

 

Total

 

$

27,852

 

 

$

19,000

 
v3.25.1
Accrued Liabilities (Tables)
 12 Months Ended
Dec. 31, 2024
Accrued Liabilities, Current [Abstract]  
Schedule of Accrued Liabilities

Accrued liabilities are comprised of the following items:

 

 

December 31,
2024

 

 

December 31,
2023

 

Trade accruals

$

 

43,621

 

$

 

11,881

 

Employee-related benefits

 

 

8,143

 

 

 

6,885

 

Total

$

 

51,764

 

$

 

18,766

 
v3.25.1
Leases and Other Liabilities (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Lease Liabilities

Lease liabilities include the following:

 

 

December 31,
2024

 

 

December 31,
2023

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

4,782

 

 

$

47

 

Operating Leases

 

 

 

 

 

 

Office leases

 

963

 

 

 

763

 

Land lease

 

71

 

 

 

68

 

Current portion of lease liabilities

 

$

5,816

 

 

$

878

 

 

 

 

 

 

 

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

14,230

 

 

$

69

 

Operating Leases

 

 

 

 

 

 

Office leases

 

 

787

 

 

 

1,164

 

Land lease

 

 

1,804

 

 

 

1,783

 

Non-current portion of lease liabilities

 

$

16,821

 

 

$

3,016

 
Schedule of Future Minimum Lease Payments Under Noncancellable Finance and Operating Leases

The following is a schedule of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2024.

 

 

Operating
Leases

 

 

Finance
Leases

 

2025

 

$

1,098

 

 

$

6,128

 

2026

 

 

739

 

 

 

5,721

 

2027

 

 

156

 

 

 

5,320

 

2028

 

 

147

 

 

 

4,941

 

2029

 

 

80

 

 

 

-

 

Thereafter

 

 

4,709

 

 

 

-

 

Total minimum lease payments

 

 

6,929

 

 

 

22,110

 

Less: amounts representing interest

 

 

(3,304

)

 

 

(3,098

)

Present value of net minimum lease payments

 

 

3,625

 

 

 

19,012

 

Less: current portion of lease liabilities

 

 

(1,034

)

 

 

(4,782

)

Non-current lease liabilities

 

$

2,591

 

 

$

14,230

 
v3.25.1
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Summary of Recognition of Stock-Based Compensation Stock-based compensation for the following equity instruments is as follows.

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Restricted share units

 

$

3,048

 

 

$

2,568

 

Deferred share units

 

 

613

 

 

 

128

 

Performance share units

 

 

1,505

 

 

 

3,013

 

Allocations from former parent during carve-out period

 

-

 

 

 

2,007

 

Total

 

$

5,166

 

 

$

7,716

 
Summary of Changes to the Number of Outstanding RSUs

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

 

 

Number of Shares

 

RSUs issued on Separation

 

 

2,171

 

Vested and converted into common shares

 

 

(1,191

)

Granted after Separation

 

 

670

 

Outstanding - December 31, 2023

 

 

1,650

 

Vested and converted into common shares

 

 

(1,310

)

Granted

 

 

1,936

 

Cancelled

 

 

(198

)

Outstanding - December 31, 2024

 

 

2,078

 
Summary of Changes to the Number of Outstanding DSUs

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

 

 

Number of Shares

 

DSUs issued on Separation

 

 

225

 

Converted into common shares

 

 

(130

)

Outstanding - December 31, 2023

 

 

95

 

Granted

 

 

157

 

Outstanding - December 31, 2024

 

 

252

 
Summary of Changes to the Number of Outstanding PSUs

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

 

 

Number of Shares

 

PSUs issued on Separation

 

 

1,037

 

Converted into common shares

 

 

(409

)

Outstanding - December 31, 2023

 

 

628

 

Converted into common shares

 

 

(377

)

Granted to employees and directors

 

 

442

 

Cancelled

 

 

(116

)

Outstanding - December 31, 2024

 

 

577

 
v3.25.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Summary of Compensation

The Company's key management includes the executive management team who supervise day-to-day operations and independent director on the Company's Board of Directors who oversee management. Their compensation is as follows:

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Salaries, benefits and directors' fees included in the Consolidated Statements of Loss

 

$

3,903

 

 

$

3,980

 

Salaries, benefits included in mineral properties, plant and equipment, net

 

-

 

 

 

818

 

Stock-based compensation

 

 

3,182

 

 

 

3,208

 

Total

 

$

7,085

 

 

$

8,006

 
v3.25.1
General and Administrative Expenses (Tables)
 12 Months Ended
Dec. 31, 2024
General and Administrative Expense [Abstract]  
Summary of 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 period January 1, 2023 to October 2, 2023 on a carve-out basis plus actual expenses for the period October 3, 2023 to December 31, 2023 and actual expenses for year ended December 31, 2024:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Salaries, benefits and directors’ fees

 

$

12,564

 

 

$

7,847

 

Stock-based compensation

 

 

5,166

 

 

 

7,619

 

Professional fees

 

 

3,239

 

 

 

2,525

 

Office and administration

 

 

4,558

 

 

 

4,633

 

Regulatory and filing fees

 

 

672

 

 

 

374

 

Travel

 

 

263

 

 

 

450

 

Investor relations

 

 

1,588

 

 

 

998

 

Depreciation

 

 

46

 

 

 

158

 

Total

 

$

28,096

 

 

$

24,604

 
v3.25.1
Exploration Expenditures (Tables)
 12 Months Ended
Dec. 31, 2024
Extractive Industries [Abstract]  
Schedule of Exploration Expenditures

The following table summarizes the Company’s exploration expenditures:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Consulting and salaries

 

$

-

 

 

$

2,405

 

Stock-based compensation

 

-

 

 

 

97

 

Engineering

 

-

 

 

 

782

 

Permitting, environmental and claim fees

 

202

 

 

 

615

 

Field supplies and other

 

-

 

 

 

14

 

Depreciation

 

-

 

 

 

135

 

Drilling and geological expenses

 

-

 

 

 

98

 

Total

 

$

202

 

 

$

4,146

 
v3.25.1
Transaction Costs (Tables)
 12 Months Ended
Dec. 31, 2024
Investments [Abstract]  
Schedule of Investment Transaction Costs The Company has expensed transactions costs in relation to the following transactions and has presented these costs in Other income (expense) in the Consolidated Statements of Loss:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

DOE Loan

 

$

6,487

 

 

$

3,138

 

Separation

 

-

 

 

 

4,626

 

General Motors original investment

 

-

 

 

 

2,777

 

GM’s non-controlling interest related to the JV

 

 

14,046

 

 

-

 

Other financing activities

 

 

1,681

 

 

-

 

Total

 

$

22,214

 

 

$

10,541

 
v3.25.1
Other Income (Expense) (Tables)
 12 Months Ended
Dec. 31, 2024
Other Income and Expenses [Abstract]  
Summary of Other Income (Expense)

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Interest earned on cash deposits

 

$

14,738

 

 

$

2,945

 

Other

 

 

(197

)

 

 

78

 

Total

 

$

14,541

 

 

$

3,023

 
v3.25.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Expense (Benefit), Continuing Operations [Abstract]  
Schedule of Income Tax Recognized in Profit or Loss

Income tax recognized in profit or loss is comprised of the following:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Current income tax

 

$

-

 

 

$

-

 

Deferred income tax

 

 

-

 

 

 

-

 

Total income tax expense (benefit)

 

$

-

 

 

$

-

 
Schedule of Reconciliation of Income Taxes

A reconciliation of income taxes at the Canadian statutory federal rate of 15% is as follows:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Loss from continuing operations before taxes

 

$

(42,633

)

 

$

(5,088

)

Statutory tax rate

 

 

15

%

 

 

15

%

Expected income tax benefit

 

 

(6,395

)

 

 

(763

)

 

 

 

 

 

 

 

Reconciling items:

 

 

 

 

 

 

Non-taxable items

 

 

(1,582

)

 

 

(6,517

)

Effect of provincial and foreign tax rate differences

 

 

(4,662

)

 

 

96

 

Changes in valuation allowance

 

 

12,639

 

 

 

7,184

 

Total income tax expense (benefit)

 

$

-

 

 

$

-

 
Schedule of Significant Components of Deferred Income Tax Assets and Liabilities

The significant components of deferred income tax assets and liabilities were:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Deferred income tax assets:

 

 

 

 

 

 

Non-capital loss carryforwards

 

$

58,371

 

 

$

47,537

 

Share issuance costs

 

 

3,139

 

 

 

-

 

Exploration assets

 

 

7

 

 

 

3,672

 

Property, plant and equipment

 

 

3,703

 

 

 

-

 

Investment measured at fair value

 

 

592

 

 

 

1,004

 

Stock-based compensation

 

 

112

 

 

 

-

 

Other items

 

 

449

 

 

 

5,923

 

 

 

66,373

 

 

 

58,136

 

Less: valuation allowance

 

 

(63,617

)

 

 

(47,508

)

Total deferred income tax assets

 

$

2,756

 

 

$

10,628

 

 

 

 

 

 

 

 

Deferred income tax liabilities:

 

 

 

 

 

 

Investment in JV

 

$

(2,756

)

 

$

-

 

Thacker Pass development costs

 

 

-

 

 

 

(4,230

)

Investment measured at fair value

 

 

-

 

 

 

(484

)

Stock-based compensation

 

 

-

 

 

 

(5,722

)

Other

 

 

-

 

 

 

(192

)

Total deferred income tax liabilities

 

$

(2,756

)

 

$

(10,628

)

 

 

 

 

 

 

 

Deferred income tax assets, net

 

$

-

 

 

$

-

 
v3.25.1
Supplemental Disclosure With Respect to Cash Flows (Tables)
 12 Months Ended
Dec. 31, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Other Cash Information

Other cash information during the years ended December 31 were as follows:

 

 

For the year ended December 31,

 

 

2024

 

 

2023

 

Interest received on cash deposits

 

$

15,918

 

 

$

1,373

 

Interest paid

 

$

(268

)

 

$

(168

)

Non-cash investing and financing activities

 

 

 

 

 

 

Total non-cash additions to mineral properties, plant and equipment composed of:

 

$

22,208

 

 

$

5,611

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

 

19,731

 

 

 

144

 

Capitalization of stock-based compensation

 

 

4,255

 

 

 

1,716

 

Capitalization of depreciation

 

 

1,432

 

 

 

587

 

Capitalization of non-cash interest

 

 

(32

)

 

 

2,846

 

Other non-cash transactions including working capital changes

 

 

(3,178

)

 

 

318

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

719

 

 

$

-

 

Increases to net investment in parent due to stock-based compensation

 

$

-

 

 

$

2,007

 
v3.25.1
Fair Values of Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of the Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table identifies the Company’s assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy.

 

 

 

Fair Value at

 

 

Category

 

December 31,
2024

 

 

December 31, 2023

 

Financial assets

 

 

 

 

 

 

 

 

Investment in GT1 (Note 8)

 

Level 1

 

$

537

 

 

$

2,580

 

Investment in Ascend Elements (Note 8) 1

 

Level 3

 

 

3,615

 

 

 

8,582

 

 

 

 

$

4,152

 

 

$

11,162

 

Financial liabilities

 

 

 

 

 

 

 

 

GM Tranche 2 liability (Note 4) 2

 

Level 2

 

$

-

 

 

$

348

 

 

 

 

$

-

 

 

$

348

 

 

1
The fair value was based on a review of Ascend Elements’ business development, financings and trends in the share prices of other companies in the same industry sector.
2
The fair value of the Tranche 2 Investment liability as at January 30, 2023, was determined using a Monte Carlo simulation with the following inputs and assumptions with respect to shares of Old LAC: expected volatility of 58.34%, share price of $21.99, risk-free rate of 4.77%, and no expected dividends. The fair value of the Tranche 2 Investment liability as of December 31, 2023, was estimated with the following inputs and assumptions with respect to shares of New LAC: expected volatility of 71.26%, share price of $6.40, risk-free rate of 5.54%, and no expected dividends. The gain on change in the fair value has been recognized in Gain (loss) on financial instruments measured at fair value under Other income (expense) in the Consolidated Statements of Loss.
v3.25.1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 20, 2024
Schedule of Equity Method Investments [Line Items]      
Impairment loss $ 0 $ 0  
Machinery and Equipment [Member] | Maximum [Member]      
Schedule of Equity Method Investments [Line Items]      
Estimated useful life 30 years    
Machinery and Equipment [Member] | Minimum [Member]      
Schedule of Equity Method Investments [Line Items]      
Estimated useful life 5 years    
Lithium Nevada Venture LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage 62.00%   38.00%
Thacker Pass Project [Member]      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage 100.00%   100.00%
General Motors Holdings LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage 38.00%   38.00%
v3.25.1
U.S. Department of Energy Loan Facility - Additional Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 20, 2024
Oct. 28, 2024
Dec. 31, 2023
Line of Credit Facility [Line Items]        
Transaction costs $ 11,529     $ 0
Thacker Pass [Member]        
Line of Credit Facility [Line Items]        
Ownership percentage 100.00% 100.00%    
DOE loan [Member]        
Line of Credit Facility [Line Items]        
Maximum borrowing capacity     $ 1,970,000  
ATVM Loan [Member]        
Line of Credit Facility [Line Items]        
Maximum borrowing capacity     $ 289,600  
v3.25.1
Transactions With General Motors Holdings LLC - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 20, 2024
Dec. 31, 2024
Dec. 31, 2023
Oct. 28, 2024
Schedule of Equity Method Investments [Line Items]        
Proceeds from issuance of non-controlling interest   $ 330,000 $ 0  
Cash   $ 593,885 $ 12,050  
DOE loan [Member]        
Schedule of Equity Method Investments [Line Items]        
Amount of letter of credit facility       $ 1,970,000
GM Offtake Agreements [Member]        
Schedule of Equity Method Investments [Line Items]        
GM offtake agreements, description   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. The Company and GM have also entered into an offtake agreement pursuant to which GM is entitled to purchase up to 38% of Phase 2 production.    
Previous GM Agreement and Tranche 2 Investment Agreement [Member] | Lithium Americas Corp [Member]        
Schedule of Equity Method Investments [Line Items]        
Payments to acquire equity method investments $ 650,000      
Date of acquisition agreement   Jan. 30, 2023    
Previous GM Agreement and Tranche 2 Investment Agreement [Member] | Tranche 1 Investment [Member]        
Schedule of Equity Method Investments [Line Items]        
Payments to acquire equity method investments 320,000      
Net allocated transaction costs 15,217      
Previous GM Agreement and Tranche 2 Investment Agreement [Member] | Tranche 2 Investment [Member]        
Schedule of Equity Method Investments [Line Items]        
Payments to acquire equity method investments 330,000      
Net amount allocated to subscription agreement 33,194      
Net allocated transaction costs $ 1,760      
weighted average share price   $ 17.36    
Maximum [Member] | Previous GM Agreement and Tranche 2 Investment Agreement [Member] | Tranche 2 Investment [Member]        
Schedule of Equity Method Investments [Line Items]        
Aggregate purchase price   $ 329,852    
Joint Venture with GM [Member]        
Schedule of Equity Method Investments [Line Items]        
Formation description   On October 15, 2024, the Company and GM entered into an investment agreement (“GM Investment Agreement”) to establish a joint venture (the “JV”) for the purpose of funding, developing, constructing and operating Thacker Pass. The GM Investment Agreement replaced the previous Tranche 2 Investment Agreement with GM. The transaction closed and the JV was formed on December 20, 2024.    
Formation date   Dec. 20, 2024    
Ownership percentage 62.00%      
Cash   $ 452,293    
Joint Venture with GM [Member] | DOE loan [Member]        
Schedule of Equity Method Investments [Line Items]        
Proceeds from issuance of non-controlling interest $ 138,000      
Outstanding borrowings and interest $ 2,260,000 $ 0    
General Motors Holdings LLC [Member]        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 38.00% 38.00%    
Commited contribution $ 100,000      
General Motors Holdings LLC [Member] | DOE loan [Member]        
Schedule of Equity Method Investments [Line Items]        
Proceeds from issuance of non-controlling interest 330,000      
Amount of letter of credit facility 195,000      
General Motors Holdings LLC [Member] | Phase 1 [Member]        
Schedule of Equity Method Investments [Line Items]        
Proceeds from issuance of non-controlling interest 330,000      
Proceeds from equity method investment, distribution, return of capital $ 10,000      
Lithium Nevada Venture LLC [Member]        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 38.00% 62.00%    
Thacker Pass [Member]        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 100.00% 100.00%    
Thacker Pass [Member] | Phase 1 [Member]        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 100.00%      
Extended term 20 years      
Thacker Pass [Member] | Phase 2 [Member]        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 38.00%      
v3.25.1
Transactions With General Motors Holdings LLC - Schedule of Net Assets, Respective Interests and Non-controlling Interest (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]    
Assets [1] $ 1,044,944 $ 436,891
Liabilities [1] (99,604) (51,962)
GM's non-controlling interest 310,336 0
The Company's controlling interest 635,004 $ 384,929
Non-controlling interest in Lithium Nevada Ventures    
Balance at December 31, 2024 310,336  
Lithium Nevada Ventures [Member]    
Schedule of Equity Method Investments [Line Items]    
Assets 888,486  
Liabilities (71,813)  
Net Assets 816,673  
GM's non-controlling interest 310,336  
The Company's controlling interest 506,337  
Non-controlling interest in Lithium Nevada Ventures    
On initial recognition as at December 20, 2024 310,441  
Non-controlling interests share of loss (105)  
Balance at December 31, 2024 $ 310,336  
[1] The Company is the primary beneficiary in a variable interest entity (“VIE”). See Note 2 for further information related to the Company’s VIE. The consolidated assets as of December 31, 2024 include $888,486 of assets for the VIE that can only be used to settle the obligations of the VIE. As of December 31, 2024, the assets include Cash of $452,293; Receivables of $16; Prepaids and deposits of $6,091; Mineral properties, plant and equipment of $402,540; and, Other assets, non-current of $27,546. The consolidated liabilities as of December 31, 2024 of $71,813 include $50,865 of liabilities of the VIE whose creditors have no recourse to the Company. As of December 31, 2024, the liabilities include Accounts Payable of $684; Accrued liabilities of $24,083; Lease liabilities, current of $5,632; Lease liabilities, non-current of $16,678; Reclamation liabilities of $288; and, Other liabilities, non-current of $3,500.
v3.25.1
Transactions With General Motors Holdings LLC - Schedule of Changes in Fair Value of Liability Associated with Tranche 2 Investment (Details) - USD ($)
$ in Thousands
 9 Months Ended 11 Months Ended
Oct. 15, 2024
Dec. 31, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]    
Beginning Balance $ (348) $ (33,194)
Gain on change in fair value 348 32,846
Ending Balance $ 0 $ (348)
v3.25.1
Cash and Cash Equivalents - Summary of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]    
Cash $ 593,885 $ 12,050
Cash equivalents 0 183,466
Total $ 593,885 $ 195,516
v3.25.1
Cash and Cash Equivalents - Additional Information (Details)
$ in Thousands, $ in Thousands
Dec. 31, 2024
USD ($)
Dec. 31, 2024
CAD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
CAD ($)
Cash and Cash Equivalents [Line Items]        
Cash $ 593,885   $ 12,050  
CAD [Member]        
Cash and Cash Equivalents [Line Items]        
Cash   $ 778   $ 8,476
USD [Member]        
Cash and Cash Equivalents [Line Items]        
Cash $ 593,107   $ 187,040  
v3.25.1
Receivables - Schedule Of Financing Receivables (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Receivables [Abstract]    
Receivable from Lithium Argentina $ 0 $ 2,921
Interest receivable 394 1,573
Other 163 0
Total $ 557 $ 4,494
v3.25.1
Prepaids and Deposits - Schedule of Prepaids and Deposits (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Prepaids and Deposits [Abstract]    
Prepaids $ 7,469 $ 5,781
Deposits 264 92
Total $ 7,733 $ 5,873
v3.25.1
Investment Measured At Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Schedule of Investments [Line Items]    
Total $ 4,152 $ 11,162
Investment in GT1 [Member]    
Schedule of Investments [Line Items]    
Total 537 2,580
Investment in Ascend Elements [Member]    
Schedule of Investments [Line Items]    
Total $ 3,615 $ 8,582
v3.25.1
Investment Measured At Fair Value - Additional Information (Details) - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Investments [Line Items]    
A loss on change in fair value $ (6,662) $ 31,557
Series C-1 member    
Schedule of Investments [Line Items]    
Company holds common shares 806  
Investment in GT1 [Member]    
Schedule of Investments [Line Items]    
Company holds common shares 13,301  
Ownership percentage 3.00%  
A loss on change in fair value $ 2,043 4,871
Investment in Ascend Elements [Member]    
Schedule of Investments [Line Items]    
A loss on change in fair value $ 4,967 $ 3,582
v3.25.1
Mineral Properties, Plant and Equipment, Net - Schedule of Mineral Properties, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment $ 402,659 $ 202,810
Accumulated depreciation (3,711) (2,252)
Total mineral properties, plant and equipment, net 398,948 200,558
Thacker Pass [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment 378,957 199,060
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment 2,638 2,622
Finance Lease Right of Use Assets [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment 19,948 236
Other Mineral Properties Plant and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment $ 1,116 $ 892
v3.25.1
Other Assets - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Operating lease right-of-use assets $ 3,458 $ 3,685
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Total Total
Prepaid insurance, Thacker Pass $ 0 $ 2,456
Deposits on long-lead equipment 24,394 12,859
Total $ 27,852 $ 19,000
v3.25.1
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Accrued Liabilities, Current [Abstract]    
Trade accruals $ 43,621 $ 11,881
Employee-related benefits 8,143 6,885
Total $ 51,764 $ 18,766
v3.25.1
Leases and Other Liabilities - Schedule Of Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Finance Leases , Current $ 4,782  
Operating Leases, Current 1,034  
Current portion of lease liabilities 5,816 $ 878
Finance Leases, Non-current 14,230  
Operating Leases, Non-current 2,591  
Non-current portion of lease liabilities 16,821 3,016
Vehicle and equipment leases [Member]    
Lessee, Lease, Description [Line Items]    
Finance Leases , Current 4,782 47
Finance Leases, Non-current 14,230 69
Office leases [Member]    
Lessee, Lease, Description [Line Items]    
Operating Leases, Current 963 763
Operating Leases, Non-current 787 1,164
Land lease [Member]    
Lessee, Lease, Description [Line Items]    
Operating Leases, Current 71 68
Operating Leases, Non-current $ 1,804 $ 1,783
v3.25.1
Leases and Other Liabilities - Additional Information (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Lessee, Lease, Description [Line Items]  
Success fee to mining contractor $ 4,675
Repayment amount upon failing to achieve milestone $ 3,500
Office Space, Vehicles and Equipment [Member] | Minimum [Member]  
Lessee, Lease, Description [Line Items]  
Leases term of contract 2 years
Remaining lease terms 6 months
Office Space, Vehicles and Equipment [Member] | Maximum [Member]  
Lessee, Lease, Description [Line Items]  
Leases term of contract 5 years
Remaining lease terms 4 years
Land lease [Member] | Nevada [Member]  
Lessee, Lease, Description [Line Items]  
Leases term of contract 40 years
Thacker Pass [Member]  
Lessee, Lease, Description [Line Items]  
Mining contractor advance liability $ 3,500
v3.25.1
Leases and Other Liabilities - Schedule of Future Minimum Lease Payments Under Noncancellable Finance and Operating Leases (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Operating Leases  
2025 $ 1,098
2026 739
2027 156
2028 147
2029 80
Thereafter 4,709
Total minimum lease payments 6,929
Less: amounts representing interest (3,304)
Present value of net minimum lease payments $ 3,625
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Operating And Finance Lease Liability Current
Less: current portion of lease liabilities $ (1,034)
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Operating And Finance Lease Liability Noncurrent
Non-current lease liabilities $ 2,591
Finance Leases  
2025 6,128
2026 5,721
2027 5,320
2028 4,941
2029 0
Thereafter 0
Total minimum lease payments 22,110
Less: amounts representing interest (3,098)
Present value of net minimum lease payments $ 19,012
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Operating And Finance Lease Liability Current
Less: current portion of lease liabilities $ (4,782)
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Operating And Finance Lease Liability Noncurrent
Non-current lease liabilities $ 14,230
v3.25.1
Royalty and Production Payment Arrangements - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Gain Contingencies [Line Items]    
Obligated to gross revenue royalty 20.00%  
Royalty obligation $ 20,715 $ 20,747
Thacker Pass Project [Member]    
Gain Contingencies [Line Items]    
Obligated to gross revenue royalty 8.00%  
Rate of roylty 4.00%  
Option at any time to reduce rate of royalty 1.75%  
Mineral claims $ 22,000  
v3.25.1
Stockholders' Equity - Additional Information (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 9 Months Ended 12 Months Ended
Apr. 22, 2024
Oct. 02, 2023
Dec. 31, 2024
Dec. 31, 2023
Oct. 03, 2023
Share Repurchase Program [Line Items]          
Common stock, shares issued     218,465 161,778  
Common stock, shares outstanding     218,465 161,778  
Stock-based compensation expense   $ 6,462 $ 5,166 $ 5,581  
Allocation of stock-based compensation expense     5,166 7,716  
General and Administrative Expense [Member]          
Share Repurchase Program [Line Items]          
Allocation of stock-based compensation expense     $ 5,166 7,619  
Equity Incentive Plan [Member]          
Share Repurchase Program [Line Items]          
Aggregate percentage of issued and outstanding common stock     8.90%    
Restricted Stock Units (RSUs) [Member]          
Share Repurchase Program [Line Items]          
Share issued         2,171
Allocation of stock-based compensation expense     $ 3,048 2,568  
Estimated fair value of share units granted     $ 9,337 $ 4,878  
Grant date fair value     $ 4.82 $ 7.29  
Unrecognized stock-based compensation expense     $ 4,206 $ 4,642  
Total unrecognized stock based compensation expense relating to unvested RSUs     3 years    
RSUs were issued for settlement     1,936    
Restricted Stock Units (RSUs) [Member] | Thacker Pass [Member]          
Share Repurchase Program [Line Items]          
Stock-based compensation, capitalized     $ 2,387 1,460  
Restricted Stock Units (RSUs) [Member] | 2023 Annual Bonuses Member          
Share Repurchase Program [Line Items]          
RSUs were issued for settlement     642    
RSUs were issued for settlement accrued       3,070  
Performance Share Units (PSUs) [Member]          
Share Repurchase Program [Line Items]          
Share issued         1,037
Allocation of stock-based compensation expense     $ 1,505 3,013  
Estimated fair value of share units granted     2,793 3,952  
Unrecognized stock-based compensation expense     $ 2,434 2,174  
RSUs were issued for settlement     442    
Vesting period, years     3 years    
Performance Share Units (PSUs) [Member] | Thacker Pass [Member]          
Share Repurchase Program [Line Items]          
Stock-based compensation, capitalized     $ 299 256  
Deferred Shares Units (DSU) [Member]          
Share Repurchase Program [Line Items]          
Share issued         225
Allocation of stock-based compensation expense     613 128  
Stock-based compensation, capitalized     $ 589 $ 0  
Share Capital [Member]          
Share Repurchase Program [Line Items]          
Common stock, shares issued     218,465 161,778  
Common stock, shares outstanding     218,465 161,778  
Equity Financing [Member]          
Share Repurchase Program [Line Items]          
Number of common stock for public offering 55,000        
Price per share $ 5        
Aggregate Gross Proceeds $ 275,000        
Net Proceeds from offering $ 262,146        
v3.25.1
Stockholders' Equity - Summary of Recognition of Stock-Based Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Allocation of stock-based compensation expense $ 5,166 $ 7,716
Restricted Stock Units (RSUs) [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Allocation of stock-based compensation expense 3,048 2,568
Deferred Shares Units (DSU) [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Allocation of stock-based compensation expense 613 128
Performance Share Units (PSUs) [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Allocation of stock-based compensation expense 1,505 3,013
Former Parent [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Allocation of stock-based compensation expense $ 0 $ 2,007
v3.25.1
Stockholders' Equity - Summary of Changes to the Number of Outstanding Restricted Share Units (RSUs) (Details) - Restricted Stock Units (RSUs) [Member] - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
RSUs issued on Separation   2,171
Granted after Separation   670
Outstanding - December 31, 2023 1,650  
Vested and converted into common shares (1,310) (1,191)
Granted 1,936  
Cancelled (198)  
Outstanding - December 31, 2024 2,078 1,650
v3.25.1
Stockholders' Equity - Summary of Changes to the Number of Outstanding Deferred Share Units (DSUs) (Details) - Deferred Share Units (DSUs) [Member] - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
DSUs issued on Separation   225
Converted into common shares   (130)
Outstanding - December 31, 2023 95  
Granted 157  
Outstanding - December 31, 2024 252 95
v3.25.1
Stockholders' Equity - Summary of Changes to the Number of Outstanding Performance Share Units (PSUs) (Details) - Performance Share Units (PSUs) [Member] - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
PSUs issued on Separation   1,037
Outstanding - December 31, 2023 628  
Converted into common shares (377) (409)
Granted 442  
Cancelled (116)  
Outstanding - December 31, 2024 577 628
v3.25.1
Related Party Transactions - Summary of Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Salaries, benefits and directors' fees included in the Consolidated Statements of Loss $ 3,903 $ 3,980
Salaries, benefits included in mineral properties, plant and equipment, net 0 818
Stock-based compensation 3,182 3,208
Total $ 7,085 $ 8,006
v3.25.1
General and Administrative Expenses - Summary of General and Administrative Expenses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Condensed Income Statements, Captions [Line Items]    
Stock-based compensation $ 5,166 $ 7,716
Depreciation 46 135
Total 28,096 24,604
General and Administrative Expense [Member]    
Condensed Income Statements, Captions [Line Items]    
Salaries, benefits and directors fees 12,564 7,847
Stock-based compensation 5,166 7,619
Professional fees 3,239 2,525
Office and administration 4,558 4,633
Regulatory and filing fees 672 374
Travel 263 450
Investor relations 1,588 998
Depreciation 46 158
Total $ 28,096 $ 24,604
v3.25.1
Exploration Expenditures - Schedule of Exploration Expenditures (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Extractive Industries [Abstract]    
Consulting and salaries $ 0 $ 2,405
Stock-based compensation 0 97
Engineering 0 782
Permitting, environmental and claim fees 202 615
Field supplies and other 0 14
Depreciation 0 135
Drilling and geological expenses 0 98
Total $ 202 $ 4,146
v3.25.1
Transaction Costs - Schedule of Investment Transaction Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Investments [Abstract]    
DOE Loan $ 6,487 $ 3,138
Separation 0 4,626
General Motors original investment 0 2,777
GM's non-controlling interest related to the JV 14,046 0
Other financing activities 1,681 0
Total $ 22,214 $ 10,541
v3.25.1
Other Income (Expense) - Summary of Other Income (Expense) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Other Income and Expenses [Abstract]    
Interest earned on cash deposits $ 14,738 $ 2,945
Other (197) 78
Total $ 14,541 $ 3,023
v3.25.1
Segmented Information - Additional Information (Details)
 12 Months Ended
Dec. 31, 2024
Segment
Area
Segment Reporting [Abstract]  
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
Number of operating segments 1
Number of reporting segments 1
Number of geographical area | Area 1
v3.25.1
Income Taxes - Schedule of Income Tax Recognized in Profit or Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Current income tax $ 0 $ 0
Deferred income tax 0 0
Total income tax expense (benefit) $ 0 $ 0
v3.25.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]    
Federal tax rate 15.00%  
Non-capital loss carryforwards $ 58,371 $ 47,537
Canada    
Effective Income Tax Rate Reconciliation [Line Items]    
Non-capital loss carryforwards $ 15,870 5,488
Non - capital loss carryforwards expiration date Dec. 31, 2044  
US    
Effective Income Tax Rate Reconciliation [Line Items]    
Non-capital loss carryforwards $ 257,555 $ 219,311
Non-capital loss carryforwards subject to expiration $ 38,756  
Non - capital loss carryforwards expiration start date Jan. 01, 2029  
Non - capital loss carryforwards expiration date Dec. 31, 2037  
v3.25.1
Income Taxes - Schedule of Reconciliation of Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Loss from continuing operations before taxes $ (42,633) $ (5,088)
Statutory tax rate 15.00% 15.00%
Expected income tax benefit $ (6,395) $ (763)
Reconciling items:    
Non-taxable items (1,582) (6,517)
Effect of provincial and foreign tax rate differences (4,662) 96
Changes in valuation allowance 12,639 7,184
Total income tax expense (benefit) $ 0 $ 0
v3.25.1
Income Taxes - Schedule of Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred income tax assets:    
Non-capital loss carryforwards $ 58,371 $ 47,537
Share issuance costs 3,139  
Exploration assets 7 3,672
Property, plant and equipment 3,703 0
Investment measured at fair value 592 1,004
Stock based compensation 112 0
Other items 449 5,923
Gross deferred income tax assets 66,373 58,136
Less: valuation allowance (63,617) (47,508)
Total deferred income tax assets 2,756 10,628
Deferred income tax liabilities:    
Investment in JV (2,756) 0
Thacker Pass development costs 0 (4,230)
Investment measured at fair value 0 (484)
Stock-based compensation 0 (5,722)
Other 0 (192)
Total deferred income tax liabilities (2,756) (10,628)
Deferred income tax assets, net $ 0 $ 0
v3.25.1
Supplemental Disclosure With Respect to Cash Flows - Schedule of Other Cash Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Supplemental Cash Flow Information [Abstract]    
Interest received on cash deposits $ 15,918 $ 1,373
Interest paid (268) (168)
Non-cash investing and financing activities    
Total non-cash additions to mineral properties, plant and equipment composed of: 22,208 5,611
Right-of-use assets obtained in exchange for new finance lease liabilities 19,731 144
Capitalization of stock-based compensation 4,255 1,716
Capitalization of depreciation 1,432 587
Capitalization of non-cash interest (32) 2,846
Other non-cash transactions including working capital changes (3,178) 318
Right-of-use assets obtained in exchange for new operating lease liabilities 719 0
Increases to net investment in parent due to stock-based compensation $ 0 $ 2,007
v3.25.1
Fair Values of Financial Instruments - Schedule of the Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Financial assets    
Financial assets $ 4,152 $ 11,162
Financial liabilities    
Financial liabilities 0 348
Level 1 [Member] | Investment in GT1 [Member]    
Financial assets    
Financial assets 537 2,580
Level 2 [Member] | GM Tranche 2 Liability [Member]    
Financial liabilities    
Financial liabilities 0 348
Level 3 [Member] | Investment in Ascend Elements [Member]    
Financial assets    
Financial assets $ 3,615 $ 8,582
v3.25.1
Fair Values of Financial Instruments - Schedule of the Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - GM Tranche 2 Liability [Member] - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Expected volatility 58.34% 71.26%
Share price $ 21.99 $ 6.4
Risk-free rate 4.77% 5.54%
Expected dividends $ 0 $ 0
v3.25.1
Fair Values of Financial Instruments - Additional Information (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying value of royalty obligation $ 20,715,000 $ 20,747,000
Estimated fair value of royalty obligation 15,563,000 16,428,000
Fair Value, Nonrecurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial assets 0 0
Financial liabilities $ 0 $ 0
Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discounted cash flow with a weighted average discount rate 12.30% 11.70%
v3.25.1
Commitments - Additional Information (Details) - USD ($)
Oct. 28, 2024
Dec. 31, 2024
Aug. 05, 2024
Gain Contingencies [Line Items]      
Lease Payments   $ 22,110,000  
Long-lead Equipment [Member]      
Gain Contingencies [Line Items]      
Purchase obligation   0  
Infrastructure [Member]      
Gain Contingencies [Line Items]      
Purchase obligation   0  
Service Contracts [Member]      
Gain Contingencies [Line Items]      
Purchase obligation   $ 0  
Transload Terminal Services Agreement [Member]      
Gain Contingencies [Line Items]      
Transload Terminal Services Agreement LN is party to a Transload Terminal Services Agreement (the “Terminal Agreement”) executed on October 28, 2024, to finance the construction of a railcar and truck terminal (the “Terminal”) in Winnemucca, Nevada. The initial term of the Terminal Agreement is 10 years with two automatic extensions of 5 years each. A third-party developer has agreed to fund approximately $95 million to finance the construction of the Terminal through a finance lease to the Company. Under the terms of the lease, the Company expects lease payments to be approximately $20.5 million per year for each of the first 10 years and $6.7 million per year for each of the second 10 years, with an early buyout option to purchase the Terminal. The total amount funded by the third-party developer and the amount of the future lease payments will be determined upon commencement of the lease at a future date. The arrangement is a build-to-suit arrangement and the Company has been involved in the design and construction of the Terminal prior to the anticipated lease commencement. Accordingly, the Company has determined it controls the Terminal during the construction period and will record construction costs incurred during the construction period as a construction-in-process asset and a related financing obligation on the Company’s Consolidated Balance Sheets. At December 31, 2024, construction of the Terminal had not commenced. The Company’s interest in the Terminal Agreement serves as collateral under the DOE Loan    
Expiration Period 10 years    
Fund $ 95,000,000    
Grant from U.S. Department of Defense     $ 11,800,000
Transload Terminal Services Agreement [Member] | First 10 Years [Member]      
Gain Contingencies [Line Items]      
Lease Payments $ 20,500,000    
Lease Term 10 years    
Transload Terminal Services Agreement [Member] | Second 10 years [Member]      
Gain Contingencies [Line Items]      
Lease Payments $ 6,700,000    
Remaining Lease Term 10 years    
v3.25.1
Subsequent Event - Additional Information (Details) - Subsequents Events [Member] - Orion Resource Partners LP (Orion) [Member]
$ in Millions
Mar. 06, 2025
USD ($)
Subsequent Event [Line Items]  
Aggregate principal amount $ 195
Long-Term debt, term 2 years
Thacker Pass [Member]  
Subsequent Event [Line Items]  
Amount paid for exchange $ 25
Additional commitment amount 30
Amount of initial investment 220
Phase 1 of Thacker Pass [Member]  
Subsequent Event [Line Items]  
Investments $ 250