LITHIUM AMERICAS CORP., 10-Q filed on 8/13/2026
Quarterly Report
v3.26.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2026
Aug. 12, 2026
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2026  
Document Fiscal Year Focus 2026  
Document Fiscal Period Focus Q2  
Document Quarterly Report true  
Document Transition Report false  
Trading Symbol LAC  
Entity Registrant Name LITHIUM AMERICAS CORP.  
Entity Central Index Key 0001966983  
Current Fiscal Year End Date --12-31  
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  
Entity Incorporation, State or Country Code A1  
Entity Shell Company false  
Entity File Number 001-41788  
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  
Entity Address, Country CA  
City Area Code 778  
Local Phone Number 656-5820  
Title of 12(b) Security Common Shares  
Security Exchange Name NYSE  
Entity Common Stock, Shares Outstanding   363,042,943
v3.26.1
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
ASSETS    
Cash (Note 2) $ 822,782 $ 568,226
Restricted cash 456,408 337,383
Receivables 2,208 4,110
Prepaids and deposits 1,055 1,920
Total current assets 1,282,453 911,639
Investments measured at fair value (Note 14) 174 4,863
Mineral properties, plant and equipment, net (Note 3) 2,090,756 1,344,004
Deferred financing costs (Note 4) 154,583 311,808
Other assets 7,933 6,734
Total assets 3,535,899 2,579,048
LIABILITIES    
Accounts payable 101,327 87,848
Accrued liabilities (Note 6) 127,453 83,441
Current portion of lease liabilities (Note 7) 5,811 5,530
Total current liabilities 234,591 176,819
Convertible debt and conversion feature (Note 8) 147,701 160,017
Warrant obligation (Note 4) 140,419 234,091
DOE Loan [1] 988,018 350,987
Royalty and production payment arrangements (Note 8) 55,634 50,844
Lease liabilities (Note 7) 15,986 15,668
Reclamation liabilities 473 473
Other liabilities 3,500 3,500
Total liabilities 1,586,322 992,399
Commitments (Note 15)
Non-controlling interest (Note 5) 532,443 527,895
STOCKHOLDERS' EQUITY    
Common stock, no par value, unlimited authorized; 361,841 and 314,335 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively (Note 9) 1,551,761 1,279,902
Additional paid-in capital 84,779 0
Accumulated deficit (219,406) (221,148)
Total stockholders' equity 1,417,134 1,058,754
Total liabilities, non-controlling interest and stockholders' equity 3,535,899 2,579,048
LAC Warrants [Member]    
LIABILITIES    
Warrant obligation (Note 4) 0 83,796
JV Warrants [Member]    
LIABILITIES    
Warrant obligation (Note 4) $ 140,419 $ 150,295
[1] The estimated fair value involved Level 3 inputs and was determined using a discount rate of 9.9% at June 30, 2026 (December 31, 2025 - 8.0%).
v3.26.1
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Common stock, par value $ 0 $ 0
Common stock, unlimited authorized Unlimited Unlimited
Common stock, shares issued 361,841 314,335
Common stock, shares outstanding 361,841 314,335
Assets $ 3,535,899 $ 2,579,048
Cash 822,782 568,226
Restricted Cash 456,400 337,400
Receivables 2,208 4,110
Prepaids and deposits 1,055 1,920
Mineral properties, plant and equipment 2,090,756 1,344,004
Deferred financing costs 154,583 311,808
Other assets, non-current 7,933 6,734
Liabilities 1,586,322 992,399
Accounts payable 101,327 87,848
Accrued liabilities 127,453 83,441
Lease liabilities, current 5,811 5,530
Warrant obligation (Note 4) 140,419 234,091
Lease liabilities, non-current 15,986 15,668
Reclamation liabilities 473 473
DOE Loan [1] 988,018 350,987
Other liabilities, non-current 3,500 3,500
Variable Interest Entities (VIEs) [Member]    
Assets 2,800,000 2,100,000
Cash 74,200 75,500
Restricted Cash 456,100 337,100
Receivables 500 2,500
Prepaids and deposits 200 400
Mineral properties, plant and equipment 2,100,000 1,300,000
Deferred financing costs 154,600 311,800
Other assets, non-current 7,800 6,600
Liabilities 1,400,000 670,100
Accounts payable 101,300 87,400
Accrued liabilities 123,300 74,500
Lease liabilities, current 5,700 5,400
Lease liabilities, non-current 15,900 15,700
Reclamation liabilities 500 500
DOE Loan 988,000 351,000
Other liabilities, non-current 3,500 3,500
JV Warrants [Member]    
Warrant obligation (Note 4) 140,419 150,295
JV Warrants [Member] | Variable Interest Entities (VIEs) [Member]    
Warrant obligation (Note 4) 77,500 101,900
Nonrecourse [Member] | Variable Interest Entities (VIEs) [Member]    
Liabilities $ 1,300 $ 639,800
[1] The estimated fair value involved Level 3 inputs and was determined using a discount rate of 9.9% at June 30, 2026 (December 31, 2025 - 8.0%).
v3.26.1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Operating expenses        
Exploration expenditures $ 0 $ 0 $ 0 $ (19)
General and administrative expenses (Note 11) (15,139) (7,848) (26,236) (14,365)
Total operating expenses (15,139) (7,848) (26,236) (14,384)
Other income (expense)        
Transaction costs (Note 12) 0 (13,337) (1,001) (17,639)
Gain on LAC Warrant and JV Warrant obligations (Note 4) 4,469 0 4,886 0
Gain on convertible debt and conversion feature (Note 8) 5,704 6,762 20,008 6,762
Loss on investments measured at fair value (82) (245) (4,689) (2,201)
Other income 6,710 1,419 13,322 2,687
Total other income (expense) 16,801 (5,401) 32,526 (10,391)
Net income (loss) 1,662 (13,249) 6,290 (24,775)
Net income (loss) attributable to:        
Common stockholders 2,151 (12,447) 1,742 (23,149)
Non-controlling interest $ (489) $ (802) $ 4,548 $ (1,626)
Net income (loss) per share attributable to common stockholders, basic (Note 10) $ 0.01 $ (0.06) $ 0 $ (0.11)
Net income (loss) per share attributable to common stockholders, diluted (Note 10) $ (0.02) $ (0.06) $ (0.07) $ (0.11)
Weighted average number of common shares outstanding, basic 371,790 219,581 362,534 219,092
Weighted average number of common shares outstanding, diluted 401,738 219,581 391,761 219,092
v3.26.1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY AND NON-CONTROLLING INTEREST - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Total equity attributable to LAC shareholders [Member]
Noncontrolling Interest [Member]
Beginning Balance, shares at Dec. 31, 2024   218,465        
Beginning Balance at Dec. 31, 2024 $ 945,340 $ 655,068 $ 35,618 $ (55,682) $ 635,004 $ 310,336
Shares issued on conversion of stock-based awards, shares   221        
Shares issued on conversion of stock-based awards   $ 2,256 (2,256)      
Stock-based compensation 1,198   1,198   1,198  
Net Income (Loss) (11,526)     (10,702) (10,702) (824)
Ending Balance, shares at Mar. 31, 2025   218,686        
Ending Balance at Mar. 31, 2025 935,012 $ 657,324 34,560 (66,384) 625,500 309,512
Beginning Balance, shares at Dec. 31, 2024   218,465        
Beginning Balance at Dec. 31, 2024 945,340 $ 655,068 35,618 (55,682) 635,004 310,336
Net Income (Loss) (24,775)          
Ending Balance, shares at Jun. 30, 2025   223,327        
Ending Balance at Jun. 30, 2025 1,035,835 $ 670,636 24,516 (78,831) 616,321 419,514
Beginning Balance, shares at Dec. 31, 2024   218,465        
Beginning Balance at Dec. 31, 2024 945,340 $ 655,068 35,618 (55,682) 635,004 310,336
Ending Balance, shares at Dec. 31, 2025   314,335        
Ending Balance at Dec. 31, 2025 1,586,649 $ 1,279,902 0 (221,148) 1,058,754 527,895
Beginning Balance, shares at Mar. 31, 2025   218,686        
Beginning Balance at Mar. 31, 2025 935,012 $ 657,324 34,560 (66,384) 625,500 309,512
Shares issued under public offerings, net of issuance costs (Note 9) 8,541 $ 8,541     8,541  
Shares issued under public offerings, net of issuance costs (Note 9), shares   3,361        
Capital contribution to Lithium Nevada Ventures LLC 100,000   (10,804)   (10,804) 110,804
Shares issued on conversion of stock-based awards, shares   1,280        
Shares issued on conversion of stock-based awards   $ 4,771 (4,771)      
Stock-based compensation 5,531   5,531   5,531  
Net Income (Loss) (13,249)     (12,447) (12,447) (802)
Ending Balance, shares at Jun. 30, 2025   223,327        
Ending Balance at Jun. 30, 2025 1,035,835 $ 670,636 24,516 (78,831) 616,321 419,514
Beginning Balance, shares at Dec. 31, 2025   314,335        
Beginning Balance at Dec. 31, 2025 1,586,649 $ 1,279,902 0 (221,148) 1,058,754 527,895
Shares issued under public offerings, net of issuance costs (Note 9) 189,684 $ 189,684     189,684  
Shares issued under public offerings, net of issuance costs (Note 9), shares   32,468        
Shares issued on conversion of stock-based awards, shares   567        
Shares issued on conversion of stock-based awards   $ 7,432 (7,432)      
Stock-based compensation 7,331   7,331   7,331  
Issuance of LAC Warrant, net of issuance costs (Note 9) 88,588   88,588   88,588  
Net Income (Loss) 4,628     (409) (409) 5,037
Ending Balance, shares at Mar. 31, 2026   347,370        
Ending Balance at Mar. 31, 2026 1,876,880 $ 1,477,018 88,487 (221,557) 1,343,948 532,932
Beginning Balance, shares at Dec. 31, 2025   314,335        
Beginning Balance at Dec. 31, 2025 1,586,649 $ 1,279,902 0 (221,148) 1,058,754 527,895
Net Income (Loss) 6,290          
Ending Balance, shares at Jun. 30, 2026   361,841        
Ending Balance at Jun. 30, 2026 1,949,577 $ 1,551,761 84,779 (219,406) 1,417,134 532,443
Beginning Balance, shares at Mar. 31, 2026   347,370        
Beginning Balance at Mar. 31, 2026 1,876,880 $ 1,477,018 88,487 (221,557) 1,343,948 532,932
Shares issued under public offerings, net of issuance costs (Note 9) 68,475 $ 68,475     68,475  
Shares issued under public offerings, net of issuance costs (Note 9), shares   13,048        
Shares issued on conversion of stock-based awards, shares   1,423        
Shares issued on conversion of stock-based awards   $ 6,268 (6,268)      
Stock-based compensation 2,560   2,560   2,560  
Net Income (Loss) 1,662     2,151 2,151 (489)
Ending Balance, shares at Jun. 30, 2026   361,841        
Ending Balance at Jun. 30, 2026 $ 1,949,577 $ 1,551,761 $ 84,779 $ (219,406) $ 1,417,134 $ 532,443
v3.26.1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Operating activities    
Net income (loss) $ 6,290 $ (24,775)
Adjustments for:    
Depreciation 30 22
Stock-based compensation 4,122 2,652
Amortization of right-of-use asset 533 512
Gain on LAC and JV warrant obligations (Note 4) (4,886) 0
Gain on convertible debt and conversion feature (Note 8) (20,008) (6,762)
Loss on financial instruments measured at fair value 4,689 2,201
Other items 0 182
Increase in receivables (47) (20)
Decrease in prepaids and deposits 534 854
Increase/(decrease) in accounts payable (13,664) 253
Decrease in accrued liabilities (1,235) (24,005)
Operating lease payments, net of non-cash interest accrual (179) (498)
Net cash used in operating activities (23,821) (49,384)
Investing activities    
Additions to mineral properties, plant and equipment (631,564) (353,503)
Net cash used in investing activities (631,564) (353,503)
Financing activities    
Proceeds from convertible debt and production payment arrangements, net of issuance and transaction costs (Note 8) 0 211,754
Proceeds from issuance of non-controlling interest (Note 5) 0 100,000
Proceeds from public offering, net of issuance costs (Note 9) 258,220 8,841
Proceeds from DOE Loan (Note 4) 774,000 0
Payment of financing costs (803) (350)
Principal payments on finance lease obligations (2,451) (2,391)
Net cash provided by financing activities 1,028,966 317,854
Net increase (decrease) in cash and restricted cash 373,581 (85,033)
Cash and restricted cash, beginning of period (Note 2) [1] 905,609 594,173
Cash and restricted cash, end of period (Note 2) [1] $ 1,279,190 $ 509,140
[1]

1 June 30, 2026 and December 31, 2025 balances include restricted cash of $456.4 million and $337.4 million, respectively.

v3.26.1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Millions
Jun. 30, 2026
Dec. 31, 2025
Statement of Cash Flows [Abstract]    
Restricted cash $ 456.4 $ 337.4
v3.26.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Mar. 31, 2026
Jun. 30, 2025
Mar. 31, 2025
Jun. 30, 2026
Jun. 30, 2025
Pay vs Performance Disclosure            
Net Income (Loss) $ 1,662 $ 4,628 $ (13,249) $ (11,526) $ 6,290 $ (24,775)
v3.26.1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2026
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
v3.26.1
Background and Basis of Presentation
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Background and Basis of Presentation
1.
BACKGROUND AND BASIS OF PRESENTATION

Background and Nature of Operations

Lithium Americas Corp., (the “Company” or “LAC”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The Company operates in one operating segment and one geographical area. The development of Thacker Pass is undertaken through a joint venture (the “JV”) with General Motors Holdings LLC (“GM”) (Note 5).

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 financing 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/or raise additional capital to complete development and to attain future profitable operations.

Basis of Presentation

The unaudited condensed consolidated interim financial statements (the “Interim Statements”) of the Company 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”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. The Interim Statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows for the interim periods reported. The operating results for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full year. These Interim Statements are expressed in U.S. dollars (“USD”), the Company’s presentation and functional currency.

These Interim Statements should be read in conjunction with the annual consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 19, 2026 (the “Fiscal 2025 Annual Financial Statements”). These policies have been applied on a consistent basis for all periods. Information related to recent accounting pronouncements, which are not yet effective, is included in Note 2 to the Fiscal 2025 Annual Financial Statements.

These Interim 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.

Recently Issued Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270): Narrow-scope improvements” (“ASU 2025-11”). The amendments clarify the scope, form, and content of interim financial statement disclosures and improve the navigability of Topic 270 without changing existing interim reporting requirements. ASU 2025-11 provides a comprehensive list of required interim disclosures and establishes a new disclosure principle requiring entities to disclose events that occur after the end of the last annual reporting period. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the amended guidance will have on its interim financial reporting and related disclosures.

v3.26.1
Cash and Restricted Cash
6 Months Ended
Jun. 30, 2026
Cash and Cash Equivalents [Abstract]  
Cash and Restricted Cash
2.
CASH AND RESTRICTED CASH

 

 

June 30,
2026

 

 

December 31,
2025

 

Cash

 

$

822,782

 

 

$

568,226

 

Restricted cash

 

 

456,408

 

 

 

337,383

 

Total

 

$

1,279,190

 

 

$

905,609

 

 

As at June 30, 2026, $0.3 million of cash and restricted cash was held in Canadian dollars (December 31, 2025 - $1.4 million), and $1.3 billion in US dollars (December 31, 2025 - $0.9 billion).

Advances under the DOE Loan (Note 4), cash flows from Thacker Pass, and other amounts received by Lithium Nevada LLC (“LN”) are required to be held in restricted cash accounts owned by LN and managed by a collateral agent as described in Note 3 to the Fiscal 2025 Annual Financial Statements. As at June 30, 2026, such amounts totaled $456.1 million (December 31, 2025 - $337.1 million).

The Company is subject to a concentration of credit risk in relation to cash and restricted cash. The Company’s maximum exposure to credit risk for cash and restricted cash is the amount disclosed in the Company’s Condensed Consolidated Interim Balance Sheets. All cash and restricted cash is held through four Canadian chartered banks and two U.S. chartered banks. The Company regularly reviews its cash and restricted cash, as well as economic conditions, to determine whether an allowance for expected losses is necessary.

v3.26.1
Mineral Properties, Plant and Equipment, Net
6 Months Ended
Jun. 30, 2026
Property, Plant and Equipment [Abstract]  
Mineral Properties, Plant and Equipment, Net
3.
MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

 

 

June 30,
2026

 

 

December 31,
2025

 

Thacker Pass - construction in progress 1

 

$

1,925,885

 

 

$

1,235,620

 

Thacker Pass - property, plant and equipment

 

 

197,111

 

 

 

98,740

 

Machinery and equipment

 

 

4,044

 

 

 

3,955

 

Finance lease right-of-use assets

 

 

21,315

 

 

 

19,912

 

Total mineral properties, plant and equipment

 

 

2,148,355

 

 

 

1,358,227

 

Accumulated depreciation

 

 

(57,599

)

 

 

(14,223

)

Total mineral properties, plant and equipment, net

 

$

2,090,756

 

 

$

1,344,004

 

1 At June 30, 2026, included prepaid construction costs of $88.8 million (December 31, 2025 - $75.0 million) and deposits on long-lead equipment of $243.8 million (December 31, 2025 - $268.7 million), all related to Thacker Pass. In addition, amount included capitalized amounts for deferred interest on the Notes of $18.5 million (December 31, 2025 - $13.0 million), discount amortization of $15.9 million on the Notes and PPA (December 31, 2025 - $9.1 million), deferred interest on the DOE Loan of $18.3 million (December 31, 2025 - $2.3 million), and $3.4 million of interest on other loans (December 31, 2025 - $3.2 million).

In the three and six months ended June 30, 2026, stock-based compensation related to restricted share units of $0.6 million and $1.3 million, respectively, was capitalized to Thacker Pass (2025 - $0.3 million and $0.6 million).

v3.26.1
Department of Energy Loan Facility and Warrant Obligations
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Department of Energy Loan Facility and Warrant Obligations
4.
DEPARTMENT OF ENERGY LOAN FACILITY AND WARRANT OBLIGATIONS

The Department of Energy (the “DOE”) and the Company’s subsidiary, 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 for a total of $2.26 billion, provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”), to fund eligible construction costs of Thacker Pass through November 30, 2028. The DOE Loan was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”) and further amended on October 7, 2025, pursuant to an omnibus waiver, consent and amendment (as amended the “OWCA”), which reduced the expected total loan amount to $2.23 billion (reflecting estimated capitalized interest during construction of $256 million).

On January 30, 2026 (the “Issuance Date”), as required under the OWCA:

•
The Company issued to the DOE a warrant to purchase up to 18,268,687 common shares, which was equal to
5% of the Company’s outstanding total shares as of the Issuance Date, at an exercise price of $0.01 per share (the “LAC Warrant”), and the JV issued to the DOE a warrant to purchase 8,656,509,695 non-voting units of the JV, which was equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per unit (the “JV Warrant”). Each Warrant is exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the respective Warrants.
•
In connection with these issuances, the JV, the Company, 1339480 B.C. Ltd., LAC US Corp. (the “LAC JV Member”), GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”), under which the DOE may require GM to purchase the JV Warrant (or cause the JV to do so) or, failing agreement on price, exchange it for Company common shares. GM has a corresponding call right following substantial completion of Thacker Pass.

Borrowings under the DOE ATVM Loan Program

The following table represents a reconciliation from the initial recognition of advances under the DOE Loan to June 30, 2026.

 

Principal

 

Debt Issuance Costs

 

Net Outstanding

 

Initial recognition on October 20, 2025 1

 

$

435,000

 

$

(88,362

)

$

346,638

 

Deferred interest costs

 

 

3,761

 

 

-

 

 

3,761

 

Amortization of debt issuance costs

 

 

-

 

 

588

 

 

588

 

Balance, December 31, 2025

 

$

438,761

 

$

(87,774

)

$

350,987

 

Additional advances 2

 

 

774,000

 

 

(157,224

)

 

616,776

 

Deferred interest costs

 

 

17,390

 

 

-

 

 

17,390

 

Amortization of debt issuance costs

 

 

-

 

 

2,865

 

 

2,865

 

Balance, June 30, 2026

 

$

1,230,151

 

$

(242,133

)

$

988,018

 

1 First advance in the amount of $435.0 million bearing fixed contractual interest of 4.38%, with repayment beginning in January 2029.

2 Includes second advance on February 24, 2026 in the amount of $432.0 million bearing fixed contractual interest of 4.41% and third advance on June 3, 2026 of $342.0 million bearing fixed contractual interest of 4.76%, with repayment beginning in January 2029.

Deferred financing costs of $400.2 million were recognized with the signing of the OWCA and were initially recorded as an asset on the Consolidated Balance Sheets. The deferred costs included $394.1 million relating to the fair value at inception of the LAC Warrant and the JV Warrant and $6.1 million of costs paid to obtain the debt facility. The deferred financing costs are reclassified against the DOE Loan liability in proportion to the amounts borrowed in relation to total borrowings expected under the facility. These costs are amortized as interest costs over the term of the borrowing using the effective interest rate method and are capitalized to Thacker Pass. The effective interest rate after giving effect to the amortization of the portion of deferred financing costs was approximately 6.36% on the first advance, 6.45% on the second advance, and 6.89% on the third advance.

The DOE Loan contains a variety of financial and non-financial 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. The Company was in compliance with all covenants at June 30, 2026 and December 31, 2025.

Warrant obligations

On October 7, 2025, in accordance with obligations under the OWCA, the Company recorded financial liabilities related to the LAC Warrant, the JV Warrant and the Put, Call and Exchange Agreement.

The following table represents a reconciliation from the initial recognition of the obligations pursuant to the LAC Warrant and the JV Warrant to the fair value of the warrant obligations at June 30, 2026.

 

LAC Warrant Obligation

 

JV Warrant Obligation

 

Total Warrant Obligation

 

Initial recognition on October 7, 2025

 

$

143,391

 

$

250,725

 

$

394,116

 

Gain on change in fair value

 

 

(59,595

)

 

(100,430

)

 

(160,025

)

Balance, December 31, 2025

 

$

83,796

 

$

150,295

 

$

234,091

 

Loss/(gain) on change in fair value

 

 

4,990

 

 

(9,876

)

 

(4,886

)

LAC Warrant issued

 

 

(88,786

)

 

-

 

 

(88,786

)

Balance, June 30, 2026

 

$

-

 

$

140,419

 

$

140,419

 

Obligations pursuant to the LAC Warrant

At October 7, 2025 and December 31, 2025, the obligation relating to the LAC Warrant was recorded as a financial liability, as the obligation was with respect to 5% of the Company’s total outstanding shares to be determined at a future date and, accordingly, was not considered indexed solely to the Company’s equity. The Company accounted for the LAC Warrant based on the contractual terms and agreement in principle between parties upon the execution of the OWCA on October 7, 2025. These terms were consistent with those included in the LAC Warrant subsequently executed on January 30, 2026. On January 30, 2026, as the number of common shares of the Company to be issued under the LAC Warrant was fixed, the fair value of the LAC Warrant obligation was remeasured and the resulting amount of $88.6 million (representing fair value of $88.8 million less $0.2 million of issuance costs) was reclassified to additional paid-in capital.

Obligations pursuant to the JV Warrant and the Put, Call and Exchange Agreement

At October 7, 2025, December 31, 2025 and June 30, 2026, the obligation related to the JV Warrant was recorded as a financial liability, as the obligation was with respect to 5% of the JV’s total units, as if the JV Warrant had been exercised for the underlying units to be determined at a future date and, accordingly, was not considered indexed solely to the Company’s equity. The Company accounted for the JV Warrant based on the contractual terms and agreement in principle between parties, including the put, call and conversion features therein, upon the execution of the OWCA on October 7, 2025. These terms were consistent with those included in the JV Warrant subsequently executed on January 30, 2026.

The contingent obligations of the Company and the JV arising from the Put, Call and Exchange Agreement are considered embedded in the JV Warrant. The JV’s embedded written option to settle the JV Warrant in cash is included in the fair value of the JV Warrant on the JV’s Condensed Consolidated Interim Balance Sheets, whereas the Company’s embedded written option to purchase the JV Warrant from the DOE is included in the fair value of the JV Warrant in the Company’s Condensed Consolidated Interim Balance Sheets.

v3.26.1
Joint Venture With General Motors
6 Months Ended
Jun. 30, 2026
Joint Venture Formation [Abstract]  
Joint Venture With General Motors
5.
JOINT VENTURE WITH GENERAL MOTORS

On October 15, 2024, the Company and GM entered into an investment agreement (“Investment Agreement”) to establish a joint venture for the purpose of funding, developing, constructing and operating Thacker Pass as described in Note 4 to the Fiscal 2025 Annual Financial Statements. As of the closing of the JV in December 2024, and as at June 30, 2026, the Company owned a 62% majority equity interest in the JV and operates the JV through its majority voting rights and a management services agreement under which the Company provides executive level, administrative and other services to the JV. As at June 30, 2026, GM owned a 38% interest in the JV and the DOE owned the JV Warrant.

As described in Note 4 to the Fiscal 2025 Annual Financial Statements, on August 5, 2025, the $195.0 million Letter of Credit was issued for the benefit of Citibank, N.A. in its capacity as collateral agent under the DOE Loan, and on October 7, 2025, the Company and GM entered into an amendment to GM’s Phase 1 lithium offtake agreement.

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 JV due to the relative decision-making power of the parties over the most significant activities of the JV. As a result, the Company has consolidated Lithium Nevada Ventures, the JV, in these Interim Statements.

The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of June 30, 2026 and December 31, 2025, are as follows:

 

June 30,
2026

 

December 31,
2025

 

Assets

 

$

2,753,406

 

$

2,059,293

 

Liabilities

 

 

(1,352,241

)

 

(670,097

)

Net assets

 

$

1,401,165

 

$

1,389,196

 

 

 

 

 

 

 

GM’s non-controlling interest

 

$

532,443

 

$

527,895

 

The Company’s controlling interest

 

 

868,722

 

 

861,301

 

Net assets

 

$

1,401,165

 

$

1,389,196

 

 

 

 

 

 

 

Non-controlling interest in Lithium Nevada Ventures

 

 

 

 

 

Balance at beginning of period

 

$

527,895

 

$

310,336

 

GM final investment decision capital contribution

 

 

-

 

 

110,804

 

Capital contribution to Lithium Nevada Ventures LLC

 

 

-

 

 

70,930

 

Non-controlling interests share of income 1

 

 

4,548

 

 

35,825

 

Balance at end of period

 

$

532,443

 

$

527,895

 

 

1
The Company allocates income and net assets between the controlling and non-controlling interests based on a hypothetical liquidation at book value.

The assets of the JV, including cash and restricted cash of $530.3 million and $412.6 million at June 30, 2026 and December 31, 2025, respectively, 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 in the table above; (ii) as the DOE Loan is funded, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the DOE Loan; 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 ($15.1 million at June 30, 2026 and $9.2 million at December 31, 2025).

v3.26.1
Accrued Liabilities
6 Months Ended
Jun. 30, 2026
Accrued Liabilities, Current [Abstract]  
Accrued Liabilities
6.
ACCRUED LIABILITIES

Accrued liabilities are comprised of the following items:

 

 

June 30,
2026

 

 

December 31,
2025

 

Trade accruals

 

$

123,713

 

 

$

72,843

 

Employee related benefits

 

 

3,740

 

 

 

10,598

 

Total

 

$

127,453

 

 

$

83,441

 

v3.26.1
Lease Liabilities
6 Months Ended
Jun. 30, 2026
Leases [Abstract]  
Lease Liabilities
7.
LEASE LIABILITIES

Lease liabilities include the following:

 

June 30,
2026

 

 

December 31,
2025

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

5,091

 

 

$

4,758

 

Operating Leases

 

 

 

 

 

 

Office leases

 

 

646

 

 

 

699

 

Land lease

 

 

74

 

 

 

73

 

Current portion of lease liabilities

 

$

5,811

 

 

$

5,530

 

 

 

 

 

 

 

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

8,184

 

 

$

9,471

 

Operating Leases

 

 

 

 

 

 

Office leases

 

 

5,967

 

 

 

4,371

 

Land lease

 

 

1,835

 

 

 

1,826

 

Non-current portion of lease liabilities

 

$

15,986

 

 

$

15,668

 

v3.26.1
Convertible Debt, Royalty and Production Payment Arrangements
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Convertible Debt, Royalty and Production Payment Arrangements
8.
CONVERTIBLE DEBT, ROYALTY AND PRODUCTION PAYMENT ARRANGEMENTS

On April 1, 2025 (the “Orion Closing Date”), the Company closed a $250.0 million strategic investment from fund entities managed by Orion Resource Partners LP (collectively “Orion”) for the development and construction of Thacker Pass (the “Orion Investment”). Orion purchased $195.0 million in aggregate principal amount of senior unsecured convertible notes (the “Notes”) and entered into a production payment agreement (“PPA”) for $25.0 million under which payments correspond to minerals processed and gross revenue from Thacker Pass. Under the PPA, Orion is entitled to fixed and variable production payments with respect to the first 41,500 tonnes of lithium processed at Thacker Pass annually, subject to certain adjustments.

The Notes mature on April 1, 2030 and accrue interest at 9.875% annually, payable quarterly in arrears in cash or, at the Company’s option, by capitalizing to principal. The Notes are convertible at the holder’s option at any time prior to maturity at an initial conversion price of $3.78 per share, subject to certain adjustments. In October 2025, Orion converted $97.5 million of principal, and the Company issued 25.8 million common shares to Orion, with future interest payable reduced pro rata.

Orion has committed to purchase an additional $30.0 million in aggregate principal amount of Notes within two years of the Orion Closing Date (the “Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company. As of June 30, 2026, the Company had not issued the Delayed Draw Notes.

In addition, the Company is obligated under a separate 2013 royalty agreement to pay an 8% gross revenue royalty for sales on production from all Thacker Pass mineral claims up to a cumulative payment of $22.0 million, 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 $22.0 million. The portion of the royalty subject to repurchase has been recorded as a financial liability carried at amortized cost. The Company is also obligated to pay a 20% royalty on revenue solely in respect of uranium sales, if any.

Convertible Debt

The following reconciliation includes initial recognition of the components of the Orion Investment and activity to June 30, 2026:

 

 

Convertible Debt

 

 

Production Payment

 

 

Principal

 

Unamortized Discount

 

Embedded Derivative

 

Total Convertible Debt

 

 

Principal

 

Initial recognition on April 1, 2025

 

$

195,000

 

$

(104,399

)

$

97,200

 

$

187,801

 

 

$

23,953

 

Deferred interest cost

 

 

12,978

 

 

-

 

 

-

 

 

12,978

 

 

 

-

 

Discount amortization

 

 

-

 

 

3,403

 

 

-

 

 

3,403

 

 

 

5,731

 

Loss on embedded derivative

 

 

-

 

 

-

 

 

166,743

 

 

166,743

 

 

 

-

 

Derecognition on conversion to common shares

 

 

(97,500

)

 

48,167

 

 

(161,575

)

 

(210,908

)

 

 

-

 

Balance, December 31, 2025

 

$

110,478

 

$

(52,829

)

$

102,368

 

$

160,017

 

 

$

29,684

 

Deferred interest cost

 

 

5,522

 

 

-

 

 

-

 

 

5,522

 

 

 

-

 

Discount amortization

 

 

-

 

 

2,170

 

 

-

 

 

2,170

 

 

 

4,564

 

Gain on embedded derivative

 

 

-

 

 

-

 

 

(20,008

)

 

(20,008

)

 

 

-

 

Balance, June 30, 2026

 

$

116,000

 

$

(50,659

)

$

82,360

 

$

147,701

 

 

$

34,248

 

The effective interest rate was 26.4% and 27.0% for the Notes and PPA, respectively, for the six months ended June 30, 2026.

Production Payment Agreement and Royalty

 

June 30,
2026

 

 

December 31,
2025

 

Production Payment Agreement

 

$

34,248

 

 

$

29,684

 

Royalty

 

 

21,386

 

 

 

21,160

 

Total

 

$

55,634

 

 

$

50,844

 

v3.26.1
Stockholders' Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' Equity
9.
STOCKHOLDERS’ EQUITY

Common Stock – At-the-Market (“ATM”) Program

On November 13, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250.0 million (the “November 2025 ATM Program”). As of December 31, 2025, the Company had sold 10.8 million common shares at an average price of $5.37 per share, for net proceeds of $57.0 million after sales agent's commission and other expenses. On January 26, 2026, the Company completed the November 2025 ATM Program, and during the three months ended March 31, 2026, sold 32.5 million common shares at an average price of $5.92 per share, for aggregate net proceeds of $189.7 million after sales agent's commission and other expenses.

On March 19, 2026, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250.0 million (the “March 2026 ATM Program”). As of June 30, 2026, the Company had sold 13.0 million common shares at an average price of $5.36 per share, for net proceeds of $68.5 million after sales agent's commission and other expenses (Note 16).

LAC Warrant

As described in Note 4, on January 30, 2026, the Company issued the LAC Warrant, which entitles the holder to purchase up to 18,268,687 common shares of the Company at an exercise price of $0.01 per share. Upon issuance of the LAC Warrant, the LAC Warrant liability was derecognized with an offsetting credit of $88.6 million to additional paid-in capital, representing the fair value of the LAC Warrant on the Issuance Date of $88.8 million, net of $0.2 million issuance costs.

Equity Incentive Plan

On October 3, 2023, the Company adopted an equity incentive plan (the “Plan”), which includes stock options, restricted share units, deferred share units, and performance share units up to an aggregate total of 8.9% of the Company’s issued and outstanding common stock. On June 11, 2025, the Company's shareholders approved an amended and restated Plan that, among other changes, increased the maximum number of common shares available for issuance under the Plan by 14 million common shares. All instruments issued under the Plan are classified as equity and presented in Common stock.

v3.26.1
Net Income (Loss) Per Share
6 Months Ended
Jun. 30, 2026
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share
10.
NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to the Company’s shareholders by the weighted-average number of common shares outstanding during the period, which includes shares issuable for little to no consideration upon the exercise of the LAC Warrant subsequent to being equity-classified. Diluted net income (loss) per share is computed similar to basic income (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 those under share-based payment arrangements (stock options, restricted share units, deferred share units, and performance share units) and the Orion convertible debt (Note 8).

v3.26.1
General and Administrative Expenses
6 Months Ended
Jun. 30, 2026
General and Administrative Expense [Abstract]  
General and Administrative Expenses
11.
GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Salaries, benefits and directors’ fees

 

$

3,473

 

 

$

2,489

 

 

$

7,331

 

 

$

4,757

 

Stock-based compensation

 

 

1,984

 

 

 

1,619

 

 

 

4,122

 

 

 

2,652

 

Professional fees

 

 

1,773

 

 

 

1,338

 

 

 

4,173

 

 

 

2,698

 

Office and administration

 

 

1,461

 

 

 

1,717

 

 

 

3,132

 

 

 

3,003

 

Other 1

 

 

6,448

 

 

 

685

 

 

 

7,478

 

 

 

1,255

 

Total

 

$

15,139

 

 

$

7,848

 

 

$

26,236

 

 

$

14,365

 

 

1
For the three and six months ended June 30, 2026, Other includes a $5.4 million contribution made by the Company to the Fort McDermitt Paiute and Shoshone Tribe’s Building Fund, in accordance with its obligations under the Community Benefits Agreement.
v3.26.1
Transaction Costs
6 Months Ended
Jun. 30, 2026
Investments [Abstract]  
Transaction Costs
12.
TRANSACTION COSTS

The Company has expensed transaction costs in relation to the following transactions:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

DOE Loan

 

$

-

 

 

$

-

 

 

$

1,001

 

 

$

150

 

GM’s non-controlling interest related to the JV

 

 

-

 

 

 

8,958

 

 

 

-

 

 

 

8,958

 

Convertible debt Embedded Derivative

 

 

-

 

 

 

4,379

 

 

 

-

 

 

 

4,379

 

Other financing activities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,152

 

Total

 

$

-

 

 

$

13,337

 

 

$

1,001

 

 

$

17,639

 

v3.26.1
Supplemental Disclosure With Respect to Cash Flows
6 Months Ended
Jun. 30, 2026
Supplemental Cash Flow Elements [Abstract]  
Supplemental Disclosure With Respect to Cash Flows
13.
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

Interest received

 

$

17,840

 

 

$

2,728

 

Interest paid

 

$

(554

)

 

$

(721

)

Non-cash investing and financing activities

 

 

 

 

 

 

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

 

$

158,564

 

 

$

59,924

 

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

 

 

1,511

 

 

 

-

 

Capitalization of stock-based compensation

 

 

1,311

 

 

 

626

 

Capitalization of depreciation

 

 

43,347

 

 

 

2,419

 

Capitalization of interest on the Orion Investment

 

 

12,256

 

 

 

7,638

 

Capitalization of interest on the DOE Loan

 

 

20,255

 

 

 

-

 

Capitalization of other non-cash interest

 

 

226

 

 

 

221

 

Deposits on long-lead equipment and other long-term prepaids

 

 

-

 

 

 

24,058

 

Other non-cash transactions including working capital changes

 

 

79,658

 

 

 

24,962

 

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

 

$

2,020

 

 

$

34

 

Settlement of LAC Warrant obligation through issuance of equity-classified warrants

 

$

88,786

 

 

$

-

 

v3.26.1
Fair Values of Financial Instruments
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Values of Financial Instruments
14.
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 the original date. Cash and restricted cash, receivables, accounts payable, royalty obligations, Notes, PPA and the DOE Loan are measured at amortized cost.

(b)
Measurement of fair value

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 fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities. At June 30, 2026 and December 31, 2025, there were no financial assets and financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition.

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.

 

 

 

Fair Value at

 

 

Category

 

June 30,
2026

 

 

December 31,
2025

 

Financial assets

 

 

 

 

 

 

 

 

Investment in Green Technology Metals Limited 1

 

Level 1

 

$

174

 

 

$

365

 

Investment in Ascend Elements, Inc. 2

 

Level 3

 

 

-

 

 

 

4,498

 

 

 

 

$

174

 

 

$

4,863

 

Financial liabilities

 

 

 

 

 

 

 

 

LAC Warrant obligation (Note 4) 3

 

Level 3

 

$

-

 

 

$

83,796

 

JV Warrant obligation (Note 4) 4

 

Level 3

 

 

140,419

 

 

 

150,295

 

Embedded Derivative - conversion feature (Note 8) 5

 

Level 3

 

 

82,360

 

 

 

102,368

 

 

 

 

$

222,779

 

 

$

336,459

 

 

1
A loss on change in fair value of $0.1 million (2025 - $0.2 million) and a loss on change in fair value of $0.2 million (2025 - $0.4 million) was recognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026,
respectively.
2
At March 31, 2026, the Company determined the fair value of the investment was $nil based on a review of Ascend Elements’ public disclosures, which indicated there was significant uncertainty regarding the recovery of the Company’s investment. A loss on change in fair value of $nil (2025 - $0.1 million) and loss on change in fair value of $4.5 million (2025 - $1.8 million) was recognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026, respectively.
3
The fair value of the LAC Warrant, immediately prior to the issuance of the warrants on January 30, 2026, was $88.8 million, calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.87 at January 30, 2026 and the assumed exercise price of $0.01 per share. For the six months ended June 30, 2026, a loss on change in fair value of $5.0 million was recognized in the Condensed Consolidated Interim Statements of Income (Loss). As described in Note 4, the LAC Warrant obligation was reclassified to equity on January 30, 2026. The fair value of the LAC Warrant at December 31, 2025 was calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.36, assumed exercise price of $0.01 per share and estimates of the impact of increases to equity prior to the number of shares being fixed at the time of issuance of the warrant certificates.
4
The fair value of the JV Warrant, inclusive of the Put, Call and Exchange Agreement obligations, was calculated using Level 3 inputs, including the implied value of the underlying non-voting units, calculated by reference to the market capitalization of the Company’s common shares and the estimated fair value of assets and liabilities of the Company other than its interest in Lithium Nevada Ventures (at the valuation dates, as well as the estimate of time value based on the assumed exchange ratio of 7.82% at June 30, 2026 and at December 31, 2025 and the estimated impacts of anticipated future increases in net assets above the JV). For the three and six months ended June 30, 2026, a gain on change in fair value of $4.5 million and $9.9 million, respectively, was recognized in the Condensed Consolidated Interim Statements of Income (Loss).
5
The fair value of the conversion derivative was determined using a Partial Differential Equation method with the following inputs and assumptions at June 30, 2026: expected volatility of 46%, share price of $3.85, risk-free rate of 3.9% and no expected dividends. For the three and six months ended June 30, 2026, respectively, a gain on change in fair value of $5.7 million (2025 - $6.8 million) and a gain on change in fair value of $20.0 million (2025 - $6.8 million) were recognized in the Condensed Consolidated Interim Statements of Income (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 June 30, 2026 and December 31, 2025, this includes the following:

 

 

June 30, 2026

 

 

 

December 31, 2025

 

 

 

Carrying Value

 

 

 

Fair Value

 

 

 

Carrying Value

 

 

 

Fair Value

 

Royalty obligation (Note 8) 1

 

$

 

21,386

 

 

$

 

15,527

 

 

$

 

21,160

 

 

$

 

13,699

 

Production payment obligation (Note 8) 2

 

 

 

34,248

 

 

 

 

33,320

 

 

 

 

29,684

 

 

 

 

32,717

 

Convertible Debt host (Note 8) 3

 

 

 

65,341

 

 

 

 

69,346

 

 

 

 

57,649

 

 

 

 

62,367

 

DOE Loan (Note 4) 4

 

 

 

988,018

 

 

 

 

735,144

 

 

 

 

350,987

 

 

 

 

301,630

 

Total

 

$

 

1,108,993

 

 

$

 

853,337

 

 

$

 

459,480

 

 

$

 

410,413

 

 

1
The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 26.4% at June 30, 2026 (December 31, 2025 - 26.1%).
2
The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 27.0% at June 30, 2026 (December 31, 2025 - 26.8%).
3
The estimated fair value involved Level 3 inputs and was determined using a discount rate of 26.4% at June 30, 2026 (December 31, 2025 - 26.1%).
4
The estimated fair value involved Level 3 inputs and was determined using a discount rate of 9.9% at June 30, 2026 (December 31, 2025 - 8.0%).
v3.26.1
Commitments
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments
15.
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 commitments contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. The following represents the fixed and determinable portion of the commitments, excluding lease components disclosed in Note 7, for each of the next five years.

 

2026

 

2027

 

2028

 

2029

 

2030

 

Thereafter

 

Long-lead equipment

 

$

9,487

 

$

868

 

$

5,212

 

$

5,212

 

$

5,212

 

$

9,555

 

Infrastructure

 

 

-

 

 

3,413

 

 

20,477

 

 

20,477

 

 

20,477

 

 

206,539

 

Service contracts

 

 

32,098

 

 

37,682

 

 

-

 

 

-

 

 

-

 

 

-

 

Other

 

 

-

 

 

5,150

 

 

1,175

 

 

-

 

 

-

 

 

-

 

Total

 

$

41,585

 

$

47,113

 

$

26,864

 

$

25,689

 

$

25,689

 

$

216,094

 

v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events
16.
SUBSEQUENT EVENTS

Common Stock – At-the-Market Program

Subsequent to June 30, 2026, the Company issued and sold 1.1 million common shares at an average price of $3.87 per share pursuant to the March 2026 ATM Program, for net proceeds of $4.2 million after sales agent’s commission and other expenses.

Yorkville Convertible Debentures

On August 5, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP (“Yorkville”), for up to $175 million in aggregate principal amount of subordinated convertible debentures (the “Yorkville Debentures”). At the initial closing, the Company has agreed to issue $150 million in Yorkville Debentures. The Company retains the right to issue up to an additional $25 million in Yorkville Debentures in one or more subsequent closings at its discretion, subject to conditions as further described in the Purchase Agreement.

The Yorkville Debentures mature 5 years after each funding date and accrue interest at 5% per annum. The interest rate increases to 7.50% during the initial two-year period, and to 15% after two years, in each case if certain specified events occur (including if the stock price falls below the floor price for a specified period, if the registration statement is unavailable for an extended period, or if the exchange cap is substantially exhausted). The Yorkville Debentures are convertible at the holder’s option at a conversion price equal to the lower of (i) a fixed price (which shall be the higher of 140% of the NYSE official closing price on the day prior to the date of issuance and $3.79), or (ii) 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the date of conversion, subject to a floor price equal to 50% of the NYSE official closing price on the day prior to the date of issuance (which shall be reduced in certain circumstances, but in no event to less than 20% of such price). Subject to certain repayment limitations while convertible notes remain outstanding to Orion, the Company may redeem the Yorkville Debentures after 181 days at a 10% premium. Upon a change of control, subject to repayment limitations, Yorkville may require the Company to repurchase the Yorkville Debentures at a 10% premium. The Yorkville Debentures are subordinated to the Company’s obligations under the Notes.

v3.26.1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated interim financial statements (the “Interim Statements”) of the Company 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”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. The Interim Statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows for the interim periods reported. The operating results for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full year. These Interim Statements are expressed in U.S. dollars (“USD”), the Company’s presentation and functional currency.

These Interim Statements should be read in conjunction with the annual consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 19, 2026 (the “Fiscal 2025 Annual Financial Statements”). These policies have been applied on a consistent basis for all periods. Information related to recent accounting pronouncements, which are not yet effective, is included in Note 2 to the Fiscal 2025 Annual Financial Statements.

These Interim 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.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270): Narrow-scope improvements” (“ASU 2025-11”). The amendments clarify the scope, form, and content of interim financial statement disclosures and improve the navigability of Topic 270 without changing existing interim reporting requirements. ASU 2025-11 provides a comprehensive list of required interim disclosures and establishes a new disclosure principle requiring entities to disclose events that occur after the end of the last annual reporting period. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the amended guidance will have on its interim financial reporting and related disclosures.

v3.26.1
Cash and Restricted Cash (Tables)
6 Months Ended
Jun. 30, 2026
Cash and Cash Equivalents [Abstract]  
Summary of Cash and Restricted Cash

 

June 30,
2026

 

 

December 31,
2025

 

Cash

 

$

822,782

 

 

$

568,226

 

Restricted cash

 

 

456,408

 

 

 

337,383

 

Total

 

$

1,279,190

 

 

$

905,609

 

v3.26.1
Mineral Properties, Plant and Equipment, Net (Tables)
6 Months Ended
Jun. 30, 2026
Property, Plant and Equipment [Abstract]  
Schedule of Mineral Properties, Plant and Equipment, Net

 

June 30,
2026

 

 

December 31,
2025

 

Thacker Pass - construction in progress 1

 

$

1,925,885

 

 

$

1,235,620

 

Thacker Pass - property, plant and equipment

 

 

197,111

 

 

 

98,740

 

Machinery and equipment

 

 

4,044

 

 

 

3,955

 

Finance lease right-of-use assets

 

 

21,315

 

 

 

19,912

 

Total mineral properties, plant and equipment

 

 

2,148,355

 

 

 

1,358,227

 

Accumulated depreciation

 

 

(57,599

)

 

 

(14,223

)

Total mineral properties, plant and equipment, net

 

$

2,090,756

 

 

$

1,344,004

 

1 At June 30, 2026, included prepaid construction costs of $88.8 million (December 31, 2025 - $75.0 million) and deposits on long-lead equipment of $243.8 million (December 31, 2025 - $268.7 million), all related to Thacker Pass. In addition, amount included capitalized amounts for deferred interest on the Notes of $18.5 million (December 31, 2025 - $13.0 million), discount amortization of $15.9 million on the Notes and PPA (December 31, 2025 - $9.1 million), deferred interest on the DOE Loan of $18.3 million (December 31, 2025 - $2.3 million), and $3.4 million of interest on other loans (December 31, 2025 - $3.2 million).

In
v3.26.1
Department of Energy Loan Facility and Warrant Obligations (Tables)
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Summary of Initial Recognition of Loan

The following table represents a reconciliation from the initial recognition of advances under the DOE Loan to June 30, 2026.

 

Principal

 

Debt Issuance Costs

 

Net Outstanding

 

Initial recognition on October 20, 2025 1

 

$

435,000

 

$

(88,362

)

$

346,638

 

Deferred interest costs

 

 

3,761

 

 

-

 

 

3,761

 

Amortization of debt issuance costs

 

 

-

 

 

588

 

 

588

 

Balance, December 31, 2025

 

$

438,761

 

$

(87,774

)

$

350,987

 

Additional advances 2

 

 

774,000

 

 

(157,224

)

 

616,776

 

Deferred interest costs

 

 

17,390

 

 

-

 

 

17,390

 

Amortization of debt issuance costs

 

 

-

 

 

2,865

 

 

2,865

 

Balance, June 30, 2026

 

$

1,230,151

 

$

(242,133

)

$

988,018

 

1 First advance in the amount of $435.0 million bearing fixed contractual interest of 4.38%, with repayment beginning in January 2029.

2 Includes second advance on February 24, 2026 in the amount of $432.0 million bearing fixed contractual interest of 4.41% and third advance on June 3, 2026 of $342.0 million bearing fixed contractual interest of 4.76%, with repayment beginning in January 2029.

Summary of Fair Value of the Warrant Obligations

The following table represents a reconciliation from the initial recognition of the obligations pursuant to the LAC Warrant and the JV Warrant to the fair value of the warrant obligations at June 30, 2026.

 

LAC Warrant Obligation

 

JV Warrant Obligation

 

Total Warrant Obligation

 

Initial recognition on October 7, 2025

 

$

143,391

 

$

250,725

 

$

394,116

 

Gain on change in fair value

 

 

(59,595

)

 

(100,430

)

 

(160,025

)

Balance, December 31, 2025

 

$

83,796

 

$

150,295

 

$

234,091

 

Loss/(gain) on change in fair value

 

 

4,990

 

 

(9,876

)

 

(4,886

)

LAC Warrant issued

 

 

(88,786

)

 

-

 

 

(88,786

)

Balance, June 30, 2026

 

$

-

 

$

140,419

 

$

140,419

 

v3.26.1
Joint Venture With General Motors (Tables)
6 Months Ended
Jun. 30, 2026
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 June 30, 2026 and December 31, 2025, are as follows:

 

June 30,
2026

 

December 31,
2025

 

Assets

 

$

2,753,406

 

$

2,059,293

 

Liabilities

 

 

(1,352,241

)

 

(670,097

)

Net assets

 

$

1,401,165

 

$

1,389,196

 

 

 

 

 

 

 

GM’s non-controlling interest

 

$

532,443

 

$

527,895

 

The Company’s controlling interest

 

 

868,722

 

 

861,301

 

Net assets

 

$

1,401,165

 

$

1,389,196

 

 

 

 

 

 

 

Non-controlling interest in Lithium Nevada Ventures

 

 

 

 

 

Balance at beginning of period

 

$

527,895

 

$

310,336

 

GM final investment decision capital contribution

 

 

-

 

 

110,804

 

Capital contribution to Lithium Nevada Ventures LLC

 

 

-

 

 

70,930

 

Non-controlling interests share of income 1

 

 

4,548

 

 

35,825

 

Balance at end of period

 

$

532,443

 

$

527,895

 

 

1
The Company allocates income and net assets between the controlling and non-controlling interests based on a hypothetical liquidation at book value.
v3.26.1
Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2026
Accrued Liabilities, Current [Abstract]  
Schedule of Accrued Liabilities

Accrued liabilities are comprised of the following items:

 

 

June 30,
2026

 

 

December 31,
2025

 

Trade accruals

 

$

123,713

 

 

$

72,843

 

Employee related benefits

 

 

3,740

 

 

 

10,598

 

Total

 

$

127,453

 

 

$

83,441

 

v3.26.1
Lease Liabilities (Tables)
6 Months Ended
Jun. 30, 2026
Leases [Abstract]  
Schedule of Lease Liabilities

Lease liabilities include the following:

 

June 30,
2026

 

 

December 31,
2025

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

5,091

 

 

$

4,758

 

Operating Leases

 

 

 

 

 

 

Office leases

 

 

646

 

 

 

699

 

Land lease

 

 

74

 

 

 

73

 

Current portion of lease liabilities

 

$

5,811

 

 

$

5,530

 

 

 

 

 

 

 

 

Finance Leases

 

 

 

 

 

 

Vehicle and equipment leases

 

$

8,184

 

 

$

9,471

 

Operating Leases

 

 

 

 

 

 

Office leases

 

 

5,967

 

 

 

4,371

 

Land lease

 

 

1,835

 

 

 

1,826

 

Non-current portion of lease liabilities

 

$

15,986

 

 

$

15,668

 

v3.26.1
Convertible Debt, Royalty and Production Payment Arrangements (Tables)
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Reconciliation Includes Initial Recognition of the Components of Investment

The following reconciliation includes initial recognition of the components of the Orion Investment and activity to June 30, 2026:

 

 

Convertible Debt

 

 

Production Payment

 

 

Principal

 

Unamortized Discount

 

Embedded Derivative

 

Total Convertible Debt

 

 

Principal

 

Initial recognition on April 1, 2025

 

$

195,000

 

$

(104,399

)

$

97,200

 

$

187,801

 

 

$

23,953

 

Deferred interest cost

 

 

12,978

 

 

-

 

 

-

 

 

12,978

 

 

 

-

 

Discount amortization

 

 

-

 

 

3,403

 

 

-

 

 

3,403

 

 

 

5,731

 

Loss on embedded derivative

 

 

-

 

 

-

 

 

166,743

 

 

166,743

 

 

 

-

 

Derecognition on conversion to common shares

 

 

(97,500

)

 

48,167

 

 

(161,575

)

 

(210,908

)

 

 

-

 

Balance, December 31, 2025

 

$

110,478

 

$

(52,829

)

$

102,368

 

$

160,017

 

 

$

29,684

 

Deferred interest cost

 

 

5,522

 

 

-

 

 

-

 

 

5,522

 

 

 

-

 

Discount amortization

 

 

-

 

 

2,170

 

 

-

 

 

2,170

 

 

 

4,564

 

Gain on embedded derivative

 

 

-

 

 

-

 

 

(20,008

)

 

(20,008

)

 

 

-

 

Balance, June 30, 2026

 

$

116,000

 

$

(50,659

)

$

82,360

 

$

147,701

 

 

$

34,248

 

Summary of royalty subject to repurchase recorded as a financial liability

 

June 30,
2026

 

 

December 31,
2025

 

Production Payment Agreement

 

$

34,248

 

 

$

29,684

 

Royalty

 

 

21,386

 

 

 

21,160

 

Total

 

$

55,634

 

 

$

50,844

 

v3.26.1
General and Administrative Expenses (Tables)
6 Months Ended
Jun. 30, 2026
General and Administrative Expense [Abstract]  
Summary of General and Administrative Expenses

The following table summarizes the Company’s general and administrative expenses:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Salaries, benefits and directors’ fees

 

$

3,473

 

 

$

2,489

 

 

$

7,331

 

 

$

4,757

 

Stock-based compensation

 

 

1,984

 

 

 

1,619

 

 

 

4,122

 

 

 

2,652

 

Professional fees

 

 

1,773

 

 

 

1,338

 

 

 

4,173

 

 

 

2,698

 

Office and administration

 

 

1,461

 

 

 

1,717

 

 

 

3,132

 

 

 

3,003

 

Other 1

 

 

6,448

 

 

 

685

 

 

 

7,478

 

 

 

1,255

 

Total

 

$

15,139

 

 

$

7,848

 

 

$

26,236

 

 

$

14,365

 

 

1
For the three and six months ended June 30, 2026, Other includes a $5.4 million contribution made by the Company to the Fort McDermitt Paiute and Shoshone Tribe’s Building Fund, in accordance with its obligations under the Community Benefits Agreement.
v3.26.1
Transaction Costs (Tables)
6 Months Ended
Jun. 30, 2026
Investments [Abstract]  
Schedule of Investment Transaction Costs

The Company has expensed transaction costs in relation to the following transactions:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

DOE Loan

 

$

-

 

 

$

-

 

 

$

1,001

 

 

$

150

 

GM’s non-controlling interest related to the JV

 

 

-

 

 

 

8,958

 

 

 

-

 

 

 

8,958

 

Convertible debt Embedded Derivative

 

 

-

 

 

 

4,379

 

 

 

-

 

 

 

4,379

 

Other financing activities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,152

 

Total

 

$

-

 

 

$

13,337

 

 

$

1,001

 

 

$

17,639

 

v3.26.1
Supplemental Disclosure With Respect to Cash Flows (Tables)
6 Months Ended
Jun. 30, 2026
Supplemental Cash Flow Elements [Abstract]  
Schedule of Other Cash Information

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

Interest received

 

$

17,840

 

 

$

2,728

 

Interest paid

 

$

(554

)

 

$

(721

)

Non-cash investing and financing activities

 

 

 

 

 

 

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

 

$

158,564

 

 

$

59,924

 

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

 

 

1,511

 

 

 

-

 

Capitalization of stock-based compensation

 

 

1,311

 

 

 

626

 

Capitalization of depreciation

 

 

43,347

 

 

 

2,419

 

Capitalization of interest on the Orion Investment

 

 

12,256

 

 

 

7,638

 

Capitalization of interest on the DOE Loan

 

 

20,255

 

 

 

-

 

Capitalization of other non-cash interest

 

 

226

 

 

 

221

 

Deposits on long-lead equipment and other long-term prepaids

 

 

-

 

 

 

24,058

 

Other non-cash transactions including working capital changes

 

 

79,658

 

 

 

24,962

 

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

 

$

2,020

 

 

$

34

 

Settlement of LAC Warrant obligation through issuance of equity-classified warrants

 

$

88,786

 

 

$

-

v3.26.1
Fair Values of Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2026
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

 

June 30,
2026

 

 

December 31,
2025

 

Financial assets

 

 

 

 

 

 

 

 

Investment in Green Technology Metals Limited 1

 

Level 1

 

$

174

 

 

$

365

 

Investment in Ascend Elements, Inc. 2

 

Level 3

 

 

-

 

 

 

4,498

 

 

 

 

$

174

 

 

$

4,863

 

Financial liabilities

 

 

 

 

 

 

 

 

LAC Warrant obligation (Note 4) 3

 

Level 3

 

$

-

 

 

$

83,796

 

JV Warrant obligation (Note 4) 4

 

Level 3

 

 

140,419

 

 

 

150,295

 

Embedded Derivative - conversion feature (Note 8) 5

 

Level 3

 

 

82,360

 

 

 

102,368

 

 

 

 

$

222,779

 

 

$

336,459

 

 

1
A loss on change in fair value of $0.1 million (2025 - $0.2 million) and a loss on change in fair value of $0.2 million (2025 - $0.4 million) was recognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026,
respectively.
2
At March 31, 2026, the Company determined the fair value of the investment was $nil based on a review of Ascend Elements’ public disclosures, which indicated there was significant uncertainty regarding the recovery of the Company’s investment. A loss on change in fair value of $nil (2025 - $0.1 million) and loss on change in fair value of $4.5 million (2025 - $1.8 million) was recognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026, respectively.
3
The fair value of the LAC Warrant, immediately prior to the issuance of the warrants on January 30, 2026, was $88.8 million, calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.87 at January 30, 2026 and the assumed exercise price of $0.01 per share. For the six months ended June 30, 2026, a loss on change in fair value of $5.0 million was recognized in the Condensed Consolidated Interim Statements of Income (Loss). As described in Note 4, the LAC Warrant obligation was reclassified to equity on January 30, 2026. The fair value of the LAC Warrant at December 31, 2025 was calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.36, assumed exercise price of $0.01 per share and estimates of the impact of increases to equity prior to the number of shares being fixed at the time of issuance of the warrant certificates.
4
The fair value of the JV Warrant, inclusive of the Put, Call and Exchange Agreement obligations, was calculated using Level 3 inputs, including the implied value of the underlying non-voting units, calculated by reference to the market capitalization of the Company’s common shares and the estimated fair value of assets and liabilities of the Company other than its interest in Lithium Nevada Ventures (at the valuation dates, as well as the estimate of time value based on the assumed exchange ratio of 7.82% at June 30, 2026 and at December 31, 2025 and the estimated impacts of anticipated future increases in net assets above the JV). For the three and six months ended June 30, 2026, a gain on change in fair value of $4.5 million and $9.9 million, respectively, was recognized in the Condensed Consolidated Interim Statements of Income (Loss).
5
The fair value of the conversion derivative was determined using a Partial Differential Equation method with the following inputs and assumptions at June 30, 2026: expected volatility of 46%, share price of $3.85, risk-free rate of 3.9% and no expected dividends. For the three and six months ended June 30, 2026, respectively, a gain on change in fair value of $5.7 million (2025 - $6.8 million) and a gain on change in fair value of $20.0 million (2025 - $6.8 million) were recognized in the Condensed Consolidated Interim Statements of Income (Loss).
Summary of Carrying Amount and Fair Values

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 June 30, 2026 and December 31, 2025, this includes the following:

 

 

June 30, 2026

 

 

 

December 31, 2025

 

 

 

Carrying Value

 

 

 

Fair Value

 

 

 

Carrying Value

 

 

 

Fair Value

 

Royalty obligation (Note 8) 1

 

$

 

21,386

 

 

$

 

15,527

 

 

$

 

21,160

 

 

$

 

13,699

 

Production payment obligation (Note 8) 2

 

 

 

34,248

 

 

 

 

33,320

 

 

 

 

29,684

 

 

 

 

32,717

 

Convertible Debt host (Note 8) 3

 

 

 

65,341

 

 

 

 

69,346

 

 

 

 

57,649

 

 

 

 

62,367

 

DOE Loan (Note 4) 4

 

 

 

988,018

 

 

 

 

735,144

 

 

 

 

350,987

 

 

 

 

301,630

 

Total

 

$

 

1,108,993

 

 

$

 

853,337

 

 

$

 

459,480

 

 

$

 

410,413

 

 

1
The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 26.4% at June 30, 2026 (December 31, 2025 - 26.1%).
2
The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 27.0% at June 30, 2026 (December 31, 2025 - 26.8%).
3
The estimated fair value involved Level 3 inputs and was determined using a discount rate of 26.4% at June 30, 2026 (December 31, 2025 - 26.1%).
4
The estimated fair value involved Level 3 inputs and was determined using a discount rate of 9.9% at June 30, 2026 (December 31, 2025 - 8.0%).
v3.26.1
Commitments (Tables)
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Fixed and Determinable Portion of Commitments, Excluding Lease Components with Maturity The following represents the fixed and determinable portion of the commitments, excluding lease components disclosed in Note 7, for each of the next five years.

 

2026

 

2027

 

2028

 

2029

 

2030

 

Thereafter

 

Long-lead equipment

 

$

9,487

 

$

868

 

$

5,212

 

$

5,212

 

$

5,212

 

$

9,555

 

Infrastructure

 

 

-

 

 

3,413

 

 

20,477

 

 

20,477

 

 

20,477

 

 

206,539

 

Service contracts

 

 

32,098

 

 

37,682

 

 

-

 

 

-

 

 

-

 

 

-

 

Other

 

 

-

 

 

5,150

 

 

1,175

 

 

-

 

 

-

 

 

-

 

Total

 

$

41,585

 

$

47,113

 

$

26,864

 

$

25,689

 

$

25,689

 

$

216,094

 

v3.26.1
Cash and Restricted Cash - Summary of Cash and Restricted Cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Jun. 30, 2025
Dec. 31, 2024
Cash and Cash Equivalents [Abstract]        
Cash $ 822,782 $ 568,226    
Restricted cash 456,408 337,383    
Total [1] $ 1,279,190 $ 905,609 $ 509,140 $ 594,173
[1]

1 June 30, 2026 and December 31, 2025 balances include restricted cash of $456.4 million and $337.4 million, respectively.

v3.26.1
Cash and Restricted Cash - Additional Information (Details)
$ in Thousands, $ in Millions
Jun. 30, 2026
USD ($)
Jun. 30, 2026
CAD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2025
CAD ($)
Jun. 30, 2025
USD ($)
Dec. 31, 2024
USD ($)
Cash and Cash Equivalents [Line Items]            
Cash and restricted cash [1] $ 1,279,190   $ 905,609   $ 509,140 $ 594,173
Collateral Agent [Member] | Depositary Bank [Member]            
Cash and Cash Equivalents [Line Items]            
Deposit 456,100   337,100      
CAD [Member]            
Cash and Cash Equivalents [Line Items]            
Cash and restricted cash   $ 0.3   $ 1.4    
USD [Member]            
Cash and Cash Equivalents [Line Items]            
Cash and restricted cash $ 1,300,000   $ 900,000      
[1]

1 June 30, 2026 and December 31, 2025 balances include restricted cash of $456.4 million and $337.4 million, respectively.

v3.26.1
Mineral Properties, Plant and Equipment, Net - Schedule of Mineral Properties, Plant and Equipment, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment $ 2,148,355 $ 1,358,227
Accumulated depreciation (57,599) (14,223)
Total mineral properties, plant and equipment, net 2,090,756 1,344,004
Thacker Pass - construction in progress [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment [1] 1,925,885 1,235,620
Thacker Pass - property, plant and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment 197,111 98,740
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment 4,044 3,955
Finance Lease Right of Use Assets [Member]    
Property, Plant and Equipment [Line Items]    
Total mineral properties, plant and equipment $ 21,315 $ 19,912
[1] At June 30, 2026, included prepaid construction costs of $88.8 million (December 31, 2025 - $75.0 million) and deposits on long-lead equipment of $243.8 million (December 31, 2025 - $268.7 million), all related to Thacker Pass. In addition, amount included capitalized amounts for deferred interest on the Notes of $18.5 million (December 31, 2025 - $13.0 million), discount amortization of $15.9 million on the Notes and PPA (December 31, 2025 - $9.1 million), deferred interest on the DOE Loan of $18.3 million (December 31, 2025 - $2.3 million), and $3.4 million of interest on other loans (December 31, 2025 - $3.2 million).In
v3.26.1
Mineral Properties, Plant and Equipment, Net - Schedule of Mineral Properties, Plant and Equipment, Net (Parenthetical) (Details) - USD ($)
$ in Thousands
6 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Dec. 31, 2025
Property, Plant and Equipment [Line Items]      
Discount amortization $ 2,170 $ 3,403  
Deferred interest cost 5,522 12,978  
Thacker Pass [Member]      
Property, Plant and Equipment [Line Items]      
Prepaid construction costs 88,800 75,000 $ 75,000
Interest on other loans 3,400   3,200
Deferred interest on DOE loan 18,300   2,300
Discount amortization 15,900   9,100
Deferred interest cost 18,500   13,000
Deposits on long-lead equipment $ 243,800 $ 268,700 $ 268,700
v3.26.1
Mineral Properties, Plant and Equipment, Net - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Restricted Stock Units (RSUs) [Member] | Thacker Pass [Member]        
Property, Plant and Equipment [Line Items]        
Stock-based compensation, capitalized $ 0.6 $ 0.3 $ 1.3 $ 0.6
v3.26.1
Department of Energy Loan Facility and Warrant Obligations - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jan. 30, 2026
Oct. 07, 2025
Jun. 30, 2026
Dec. 31, 2025
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Oct. 28, 2024
Line of Credit Facility [Line Items]                
Maximum borrowing capacity               $ 2,260,000
Deferred financing costs (Note 4)     $ 154,583 $ 311,808   $ 154,583    
Fair value of warrant at inception   $ 394,116 140,419 234,091   140,419    
Remeasured fair value     (4,469) $ (160,025) $ 0 (4,886) $ 0  
LAC Warrants [Member]                
Line of Credit Facility [Line Items]                
Warrants exercise price $ 0.01              
Fair value of warrant at inception $ 88,800              
Warrant obligation, percent   5.00%            
Remeasured fair value 88,600              
Gross fair value of warrants 88,800              
Issuance cost $ 200              
JV Warrants [Member]                
Line of Credit Facility [Line Items]                
Warrant obligation, percent   5.00%            
DOE loan [Member]                
Line of Credit Facility [Line Items]                
Maximum borrowing capacity   $ 2,230,000           1,970,000
Construction amount   $ 256,000            
Deferred financing costs (Note 4)     400,200     400,200    
Fair value of warrant at inception     $ 394,100     394,100    
Debt facility, cost incurred           $ 6,100    
Percentage of deferred financing cost first advance           6.36%    
Percentage of deferred financing cost second advance           6.45%    
Percentage of deferred financing cost third advance           6.89%    
DOE loan [Member] | LAC Warrants [Member]                
Line of Credit Facility [Line Items]                
Warrants to purchase shares of common stock 18,268,687              
Percentage of non-voting non-transferable equity interest 5.00%              
Warrants exercise price $ 0.01              
DOE loan [Member] | JV Warrants [Member]                
Line of Credit Facility [Line Items]                
Warrants to purchase shares of common stock 8,656,509,695              
Percentage of non-voting non-transferable equity interest 5.00%              
Warrants exercise price $ 0.0001              
ATVM Loan [Member]                
Line of Credit Facility [Line Items]                
Maximum borrowing capacity               $ 289,600
v3.26.1
Department of Energy Loan Facility and Warrant Obligations - Summary of Initial Recognition of Loan (Details) - USD ($)
$ in Thousands
2 Months Ended 6 Months Ended 9 Months Ended
Jun. 03, 2026
Feb. 24, 2026
Dec. 31, 2025
Jun. 30, 2026
Dec. 31, 2025
Line of Credit Facility [Line Items]          
Deferred interest cost       $ 5,522 $ 12,978
DOE loan [Member]          
Line of Credit Facility [Line Items]          
Initial recognition on Begining Balance     $ 435,000 [1] 438,761  
Initial recognition, debt issuance costs     (88,362) [1] (87,774)  
Additional advances $ 342,000 $ 432,000   774,000 [2]  
Additional advance, debt issuance costs [2]       (157,224)  
Deferred interest cost     3,761 17,390  
Amortization of debt issuance costs     588 2,865  
Balance, debt issuance costs     (87,774) (242,133) (87,774)
Ending Balance     438,761 1,230,151 438,761
Loans Outstanding Net [Member]          
Line of Credit Facility [Line Items]          
Initial recognition on Begining Balance     346,638 [1] 350,987  
Additional advances [2]       616,776  
Deferred interest cost     3,761 17,390  
Amortization of debt issuance costs     588 2,865  
Ending Balance     $ 350,987 $ 988,018 $ 350,987
[1]

1 First advance in the amount of $435.0 million bearing fixed contractual interest of 4.38%, with repayment beginning in January 2029.

[2]

2 Includes second advance on February 24, 2026 in the amount of $432.0 million bearing fixed contractual interest of 4.41% and third advance on June 3, 2026 of $342.0 million bearing fixed contractual interest of 4.76%, with repayment beginning in January 2029.

v3.26.1
Department of Energy Loan Facility and Warrant Obligations - Summary of Initial Recognition of Loan (Parenthetical) (Details) - DOE loan [Member] - USD ($)
$ in Thousands
6 Months Ended
Jun. 03, 2026
Feb. 24, 2026
Oct. 20, 2025
Jun. 30, 2026
Dec. 31, 2025
Line of Credit Facility [Line Items]          
First advance amount     $ 435,000 [1] $ 1,230,151 $ 438,761
Additional advances $ 342,000 $ 432,000   $ 774,000 [2]  
Fixed Contractual Interest Rate 4.76% 4.41% 4.38%    
[1]

1 First advance in the amount of $435.0 million bearing fixed contractual interest of 4.38%, with repayment beginning in January 2029.

[2]

2 Includes second advance on February 24, 2026 in the amount of $432.0 million bearing fixed contractual interest of 4.41% and third advance on June 3, 2026 of $342.0 million bearing fixed contractual interest of 4.76%, with repayment beginning in January 2029.

v3.26.1
Department of Energy Loan Facility and Warrant Obligations - Summary of Fair Value of the Warrant Obligations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jan. 30, 2026
Jun. 30, 2026
Dec. 31, 2025
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Class of Warrant or Right [Line Items]            
Initial recognition on October 7, 2025     $ 394,116   $ 234,091  
Loss/(gain) on change in fair value   $ (4,469) (160,025) $ 0 (4,886) $ 0
LAC Warrant issued         (88,786)  
Ending Balance   140,419 234,091   140,419  
LAC Warrants [Member]            
Class of Warrant or Right [Line Items]            
Initial recognition on October 7, 2025     143,391   83,796  
Loss/(gain) on change in fair value     (59,595)   4,990  
LAC Warrant issued $ 88,800       (88,786)  
Ending Balance   0 83,796   0  
JV Warrants [Member]            
Class of Warrant or Right [Line Items]            
Initial recognition on October 7, 2025     250,725   150,295  
Loss/(gain) on change in fair value     (100,430)   (9,876)  
Ending Balance   $ 140,419 $ 150,295   $ 140,419  
v3.26.1
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Accrued Liabilities, Current [Abstract]    
Trade accruals $ 123,713 $ 72,843
Employee-related benefits 3,740 10,598
Total $ 127,453 $ 83,441
v3.26.1
Lease Liabilities - Schedule Of Lease Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Lessee, Lease, Description [Line Items]    
Current portion of lease liabilities $ 5,811 $ 5,530
Non-current portion of lease liabilities 15,986 15,668
Vehicle and equipment leases [Member]    
Lessee, Lease, Description [Line Items]    
Finance Leases , Current 5,091 4,758
Finance Leases, Non-current 8,184 9,471
Office leases [Member]    
Lessee, Lease, Description [Line Items]    
Operating Leases, Current 646 699
Operating Leases, Non-current 5,967 4,371
Land lease [Member]    
Lessee, Lease, Description [Line Items]    
Operating Leases, Current 74 73
Operating Leases, Non-current $ 1,835 $ 1,826
v3.26.1
Joint Venture With General Motors - Additional Information (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Aug. 05, 2025
Jun. 30, 2026
Dec. 31, 2025
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 (“Investment Agreement”) to establish a joint venture for the purpose of funding, developing, constructing and operating Thacker Pass as described in Note 4 to the Fiscal 2025 Annual Financial Statements. As of the closing of the JV in December 2024, and as at June 30, 2026,  
Joint Venture Closing Date1   2024-12  
Ownership percentage   62.00%  
Cash and Restricted Cash   $ 530.3 $ 412.6
Management services agreement and incentive compensation   $ 15.1 $ 9.2
General Motors Holdings LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage   38.00%  
Citibank N A Member      
Schedule of Equity Method Investments [Line Items]      
Letters of credit released amount $ 195.0    
v3.26.1
Joint Venture With General Motors - Schedule of Net Assets, Respective Interests and Non-controlling Interest (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Dec. 31, 2025
Schedule of Equity Method Investments [Line Items]          
Assets $ 3,535,899   $ 3,535,899   $ 2,579,048
Liabilities (1,586,322)   (1,586,322)   (992,399)
GM's non-controlling interest 532,443   532,443   527,895
The Company's controlling interest 1,417,134   1,417,134   1,058,754
Non-controlling interest in Lithium Nevada Ventures          
Balance at beginning of period     527,895    
Capital contribution   $ 100,000      
Non-controlling interests share of income (489) $ (802) 4,548 $ (1,626)  
Balance at end of period 532,443   532,443   527,895
Lithium Nevada Ventures [Member]          
Schedule of Equity Method Investments [Line Items]          
Assets 2,753,406   2,753,406   2,059,293
Liabilities (1,352,241)   (1,352,241)   (670,097)
Net assets 1,401,165   1,401,165   1,389,196
GM's non-controlling interest 532,443   532,443   527,895
The Company's controlling interest 868,722   868,722   861,301
Non-controlling interest in Lithium Nevada Ventures          
Balance at beginning of period     527,895 $ 310,336 310,336
Capital contribution     0   70,930
Non-controlling interests share of income [1]     4,548   35,825
Balance at end of period $ 532,443   532,443   527,895
General Motors Holdings LLC [Member]          
Non-controlling interest in Lithium Nevada Ventures          
Capital contribution     $ 0   $ 110,804
[1] The Company allocates income and net assets between the controlling and non-controlling interests based on a hypothetical liquidation at book value.
v3.26.1
Convertible Debt, Royalty and Production Payment Arrangements - Additional Information (Details)
$ / shares in Units, $ in Thousands, shares in Millions
1 Months Ended
Apr. 01, 2025
USD ($)
Tonnes
$ / shares
Oct. 31, 2025
USD ($)
shares
Jun. 30, 2026
USD ($)
Dec. 31, 2025
USD ($)
Mar. 31, 2025
USD ($)
Gain Contingencies [Line Items]          
Obligated to gross revenue royalty 20.00%        
Orion Resource Partners LP (Orion) [Member]          
Gain Contingencies [Line Items]          
Aggregate principal amount $ 195,000        
Delayed Draw Notes [Member] | Orion Resource Partners LP (Orion) [Member]          
Gain Contingencies [Line Items]          
Additional commitment amount $ 30,000        
Convertible Debt [Member]          
Gain Contingencies [Line Items]          
Aggregate principal amount     $ 116,000 $ 110,478 $ 195,000
Initial conversion price | $ / shares $ 3.78        
Debt conversion amount   $ 97,500      
Shares issued for debt conversion | shares   25.8      
Interest rate on convertible debt 9.875%        
Maturity date Apr. 01, 2030        
Effective interest     26.40%    
PPA [Member]          
Gain Contingencies [Line Items]          
Effective interest     27.00%    
Fixed and variable payments recieved | Tonnes 41,500        
Phase 1 of Thacker Pass [Member] | Orion Resource Partners LP (Orion) [Member]          
Gain Contingencies [Line Items]          
Investments $ 250,000        
Thacker Pass [Member] | Orion Resource Partners LP (Orion) [Member]          
Gain Contingencies [Line Items]          
Amount paid for exchange $ 25,000        
Thacker Pass [Member]          
Gain Contingencies [Line Items]          
Obligated to gross revenue royalty 8.00%        
Mineral claims $ 22,000        
Rate of royalty 4.00%        
Option at any time to reduce rate of royalty 1.75%        
v3.26.1
Convertible Debt, Royalty and Production Payment Arrangements - Schedule of Reconciliation Includes Initial Recognition of the Components of Investment (Details) - USD ($)
$ in Thousands
6 Months Ended 9 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Gain Contingencies [Line Items]    
Total Convertible Debt, Beginning $ 160,017 $ 187,801
Deferred interest cost 5,522 12,978
Unamortized Discount, Discount amortization 2,170 3,403
Embedded Derivative, Loss on embedded derivative (20,008) 166,743
Total Convertible Debt, Derecognition on conversion to common shares   (210,908)
Total Convertible Debt, Ending 147,701 160,017
PPA [Member]    
Gain Contingencies [Line Items]    
Recognition principal amount, Beginning 29,684 23,953
Unamortized Discount, Discount amortization 4,564 5,731
Recognition Principal Amount, Ending 34,248 29,684
Convertible Debt [Member]    
Gain Contingencies [Line Items]    
Recognition principal amount , Beginning 110,478 195,000
Unamortized Discount, Initial recognition, Beginning (52,829) (104,399)
Embedded Derivative, Initial recognition, , Beginning 102,368 97,200
Deferred interest cost 5,522 12,978
Unamortized Discount, Discount amortization 2,170 3,403
Embedded Derivative, Loss on embedded derivative (20,008) 166,743
Recognition Principal Amount, Derecognition on conversion to common shares   (97,500)
Unamortized Discount, Derecognition on conversion to common shares   48,167
Embedded Derivative of Derecognition on Conversion to Common Shares   (161,575)
Recognition Principal Amount, Ending 116,000 110,478
Unamortized Discount, Initial recognition, Ending (50,659) (52,829)
Embeded Derivative, Ending $ 82,360 $ 102,368
v3.26.1
Convertible Debt, Royalty and Production Payment Arrangements - Summary of royalty subject to repurchase recorded as a financial liability (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]    
Production Payment Agreement $ 34,248 $ 29,684
Royalty 21,386 21,160
Total $ 55,634 $ 50,844
v3.26.1
Stockholders' Equity - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 19, 2026
Jan. 30, 2026
Nov. 13, 2025
Oct. 03, 2023
Mar. 31, 2026
Jun. 30, 2026
Dec. 31, 2025
Oct. 07, 2025
Jun. 11, 2025
Class of Stock [Line Items]                  
Common stock, par value           $ 0 $ 0    
Fair value of warrant at inception           $ 140,419 $ 234,091 $ 394,116  
ATM Program [Member]                  
Class of Stock [Line Items]                  
Common stock, par value $ 0   $ 0            
Net proceeds         $ 189,700 $ 68,500 $ 57,000    
Common Stock [Member] | ATM Program [Member]                  
Class of Stock [Line Items]                  
Maximum aggregate offering price $ 250,000   $ 250,000            
Sold common shares pursuant to the ATM Program         32,500,000 13,000,000 10,800,000    
Average price per share         $ 5.92 $ 5.36 $ 5.37    
LAC Warrant [Member]                  
Class of Stock [Line Items]                  
Sold common shares pursuant to the ATM Program   18,268,687              
Warrants exercise price   $ 0.01              
Offsetting credit   $ 88,600              
Fair value of warrant at inception   88,800              
Warrant issuance costs   $ 200              
Equity Incentive Plan [Member]                  
Class of Stock [Line Items]                  
Aggregate percentage of issued and outstanding common stock       8.90%          
Amended and Restated Equity Incentive Plan [Member] | Maximum [Member]                  
Class of Stock [Line Items]                  
Increased the maximum number of available common shares for issuance                 14,000,000
v3.26.1
General and Administrative Expenses - Summary of General and Administrative Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Condensed Income Statements, Captions [Line Items]        
Total $ 15,139 $ 7,848 $ 26,236 $ 14,365
General and Administrative Expense [Member]        
Condensed Income Statements, Captions [Line Items]        
Salaries, benefits and directors' fees 3,473 2,489 7,331 4,757
Stock-based compensation 1,984 1,619 4,122 2,652
Professional fees 1,773 1,338 4,173 2,698
Office and administration 1,461 1,717 3,132 3,003
Other $ 6,448 $ 685 $ 7,478 $ 1,255
v3.26.1
General and Administrative Expenses - Summary of General and Administrative Expenses (Parenthetical) (Details) - General and Administrative Expense [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Condensed Income Statements, Captions [Line Items]        
Other expenses $ 6,448 $ 685 $ 7,478 $ 1,255
Fort McDermitt Paiute and Shoshone Tribe's Building Fund [Member]        
Condensed Income Statements, Captions [Line Items]        
Other expenses $ 5,400   $ 5,400  
v3.26.1
Transaction Costs - Schedule of Investment Transaction Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Investments [Abstract]        
DOE Loan $ 0 $ 0 $ 1,001 $ 150
GM's non-controlling interest related to the JV 0 8,958 0 8,958
Convertible debt Embedded Derivative 0 4,379 0 4,379
Other financing activities 0 0 0 4,152
Total $ 0 $ 13,337 $ 1,001 $ 17,639
v3.26.1
Supplemental Disclosure With Respect to Cash Flows - Schedule of Other Cash Information (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Supplemental Cash Flow Information [Abstract]    
Interest received $ 17,840 $ 2,728
Interest paid (554) (721)
Non-cash investing and financing activities    
Total non-cash additions to mineral properties, plant and equipment composed of: 158,564 59,924
Right-of-use assets obtained in exchange for new finance lease liabilities 1,511 0
Capitalization of stock-based compensation 1,311 626
Capitalization of depreciation 43,347 2,419
Capitalization of interest on the Orion Investment 12,256 7,638
Capitalization of interest on the DOE Loan 20,255 0
Capitalization of non-cash interest 226 221
Deposits on long-lead equipment and other long-term prepaids 0 24,058
Other non-cash transactions including working capital changes 79,658 24,962
Right-of-use assets obtained in exchange for new operating lease liabilities 2,020 34
Settlement of LAC Warrant obligation through issuance of equity-classified warrants $ 88,786 $ 0
v3.26.1
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
Jun. 30, 2026
Dec. 31, 2025
Financial assets    
Financial assets $ 174 $ 4,863
Financial liabilities    
Financial liabilities 222,779 336,459
Level 1 [Member] | Investment in Green Technology Metals Limited [Member]    
Financial assets    
Financial assets [1] 174 365
Level 3 [Member] | Embedded Derivative [Member]    
Financial liabilities    
Financial liabilities [2] 82,360 102,368
Level 3 [Member] | Investment in Ascend Elements [Member]    
Financial assets    
Financial assets [3] 0 4,498
Level 3 [Member] | LAC Warrants [Member]    
Financial liabilities    
Financial liabilities [4] 0 83,796
Level 3 [Member] | JV Warrants [Member]    
Financial liabilities    
Financial liabilities [5] $ 140,419 $ 150,295
[1] A loss on change in fair value of $0.1 million (2025 - $0.2 million) and a loss on change in fair value of $0.2 million (2025 - $0.4 million) was recognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026,
respectively.
[2] The fair value of the conversion derivative was determined using a Partial Differential Equation method with the following inputs and assumptions at June 30, 2026: expected volatility of 46%, share price of $3.85, risk-free rate of 3.9% and no expected dividends. For the three and six months ended June 30, 2026, respectively, a gain on change in fair value of $5.7 million (2025 - $6.8 million) and a gain on change in fair value of $20.0 million (2025 - $6.8 million) were recognized in the Condensed Consolidated Interim Statements of Income (Loss).
[3] At March 31, 2026, the Company determined the fair value of the investment was $nil based on a review of Ascend Elements’ public disclosures, which indicated there was significant uncertainty regarding the recovery of the Company’s investment. A loss on change in fair value of $nil (2025 - $0.1 million) and loss on change in fair value of $4.5 million (2025 - $1.8 million) was recognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026, respectively.
[4] The fair value of the LAC Warrant, immediately prior to the issuance of the warrants on January 30, 2026, was $88.8 million, calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.87 at January 30, 2026 and the assumed exercise price of $0.01 per share. For the six months ended June 30, 2026, a loss on change in fair value of $5.0 million was recognized in the Condensed Consolidated Interim Statements of Income (Loss). As described in Note 4, the LAC Warrant obligation was reclassified to equity on January 30, 2026. The fair value of the LAC Warrant at December 31, 2025 was calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.36, assumed exercise price of $0.01 per share and estimates of the impact of increases to equity prior to the number of shares being fixed at the time of issuance of the warrant certificates.
[5] The fair value of the JV Warrant, inclusive of the Put, Call and Exchange Agreement obligations, was calculated using Level 3 inputs, including the implied value of the underlying non-voting units, calculated by reference to the market capitalization of the Company’s common shares and the estimated fair value of assets and liabilities of the Company other than its interest in Lithium Nevada Ventures (at the valuation dates, as well as the estimate of time value based on the assumed exchange ratio of 7.82% at June 30, 2026 and at December 31, 2025 and the estimated impacts of anticipated future increases in net assets above the JV). For the three and six months ended June 30, 2026, a gain on change in fair value of $4.5 million and $9.9 million, respectively, was recognized in the Condensed Consolidated Interim Statements of Income (Loss).
v3.26.1
Fair Values of Financial Instruments - Schedule of the Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended
Jan. 30, 2026
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Dec. 31, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gain/Loss on change in fair value   $ (82,000) $ (245,000) $ (4,689,000) $ (2,201,000)  
LAC Warrant issued       (88,786,000)    
Fair value loss recognized on the embedded derivative       20,008,000   $ (166,743,000)
LAC Warrants [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gain/Loss on change in fair value       (5,000,000)    
LAC Warrant issued $ 88,800,000     (88,786,000)    
Share price $ 4.87         $ 4.36
Warrants exercise price $ 0.01         $ 0.01
JV Warrants [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gain/Loss on change in fair value   $ 4,500,000   $ 9,900,000    
Assumed exchange ratio   7.82%   7.82%   7.82%
Embedded Derivative [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Expected volatility       46.00%    
Share price   $ 3.85   $ 3.85    
Risk-free rate       3.90%    
Expected dividends       $ 0    
Fair value loss recognized on the embedded derivative   $ 5,700,000 6,800,000 20,000,000 6,800,000  
Investment in Ascend Elements [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gain/Loss on change in fair value     (100,000) (4,500,000) (1,800,000)  
Investment in Green Technology Metals Limited [Member]            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Gain/Loss on change in fair value   $ (100,000) $ (200,000) $ (200,000) $ (400,000)  
v3.26.1
Fair Values of Financial Instruments - Summary of Carrying Amount and Fair Values (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Royalty obligation [1] $ 21,386 $ 21,160
Production payment obligation, Carrying Value [2] 34,248 29,684
Convertible Debt host , Carrying Value [3] 65,341 57,649
DOE Loan, Carrying Value [4] 988,018 350,987
Total, Carrying Value 1,108,993 459,480
Royalty obligation [1] 15,527 13,699
Production payment obligation, Fair Value [2] 33,320 32,717
Convertible Debt, Fair Value [3] 69,346 62,367
DOE Loan, Fair Value [4] 735,144 301,630
Total, Fair Value $ 853,337 $ 410,413
[1] The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 26.4% at June 30, 2026 (December 31, 2025 - 26.1%).
[2] The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 27.0% at June 30, 2026 (December 31, 2025 - 26.8%).
[3] The estimated fair value involved Level 3 inputs and was determined using a discount rate of 26.4% at June 30, 2026 (December 31, 2025 - 26.1%).
[4] The estimated fair value involved Level 3 inputs and was determined using a discount rate of 9.9% at June 30, 2026 (December 31, 2025 - 8.0%).
v3.26.1
Fair Values of Financial Instruments - Summary of Carrying Amount and Fair Values (Parenthetical) (Details)
Jun. 30, 2026
Dec. 31, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discounted cash flow with a weighted average discount rate 27.00% 26.80%
Convertible Debt host [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate 26.40% 26.10%
DOE loan [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Discount rate 9.90% 8.00%
Fair Value, Inputs, 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 26.40% 26.10%
v3.26.1
Commitments - Schedule of Fixed and Determinable Portion of Commitments, Excluding Lease Components with Maturity (Details)
$ in Thousands
Jun. 30, 2026
USD ($)
Long-Term Purchase Commitment [Line Items]  
2026 $ 41,585
2027 47,113
2028 26,864
2029 25,689
2030 25,689
Thereafter 216,094
Long-Lead Equipment [Member]  
Long-Term Purchase Commitment [Line Items]  
2026 9,487
2027 868
2028 5,212
2029 5,212
2030 5,212
Thereafter 9,555
Infrastructure [Member]  
Long-Term Purchase Commitment [Line Items]  
2026 0
2027 3,413
2028 20,477
2029 20,477
2030 20,477
Thereafter 206,539
Service Contracts [Member]  
Long-Term Purchase Commitment [Line Items]  
2026 32,098
2027 37,682
2028 0
2029 0
2030 0
Thereafter 0
Other commitments [Member]  
Long-Term Purchase Commitment [Line Items]  
2026 0
2027 5,150
2028 1,175
2029 0
2030 0
Thereafter $ 0
v3.26.1
Subsequent Events - Additional Information (Details)
$ / shares in Units, shares in Millions, $ in Millions
Aug. 05, 2026
USD ($)
TradingDays
$ / shares
Jun. 30, 2026
USD ($)
$ / shares
shares
March 2026 ATM Program [Member]    
Subsequent Event [Line Items]    
Net proceeds   $ 4.2
Common Stock [Member] | March 2026 ATM Program [Member]    
Subsequent Event [Line Items]    
Sold common shares pursuant to the ATM Program | shares   1.1
Average price per share | $ / shares   $ 3.87
Subsequents Events [Member] | Securities Purchase Agreement [Member] | Yorkville Debentures [Member]    
Subsequent Event [Line Items]    
Debt instrument redemption premium percentage 10.00%  
Subsequents Events [Member] | Y A I I P N Ltd [Member] | Securities Purchase Agreement [Member] | Yorkville Debentures [Member]    
Subsequent Event [Line Items]    
Debt instrument issued $ 150.0  
Additional debt instrument issued $ 25.0  
Interest rate on convertible debt 5.00%  
Debt instrument, duration 5 years  
Description of debentures maturity period The Yorkville Debentures mature 5 years after each funding date and accrue interest at 5% per annum.  
Debt instrument redemption premium percentage 10.00%  
Converted instrument, rate 140.00%  
Initial conversion price | $ / shares $ 3.79  
Percentage of floor price 50.00%  
Minimum percentage of floor price 20.00%  
Debt instrument convertible threshold percentage 95.00%  
Consecutive trading days | TradingDays 5  
Subsequents Events [Member] | Y A I I P N Ltd [Member] | Securities Purchase Agreement [Member] | Yorkville Debentures [Member] | Initial Two Year Period [Member]    
Subsequent Event [Line Items]    
Interest rate on convertible debt 7.50%  
Subsequents Events [Member] | Y A I I P N Ltd [Member] | Securities Purchase Agreement [Member] | Yorkville Debentures [Member] | After Two Year [Member]    
Subsequent Event [Line Items]    
Interest rate on convertible debt 15.00%  
Subsequents Events [Member] | Y A I I P N Ltd [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | Yorkville Debentures [Member]    
Subsequent Event [Line Items]    
Aggregate principal amount $ 175.0