Joint Venture With General Motors

3 Months Ended

Mar. 31, 2025

Joint Venture Formation [Abstract]

Joint Venture With General Motors

8.JOINT VENTURE WITH GENERAL MOTORS

On October 15, 2024, the Company and GM entered into an investment agreement (“GM Investment Agreement”) to establish a joint venture (the “JV”) for the purpose of funding, developing, constructing and operating Thacker Pass as described in Note 4 to the Fiscal 2024 Annual Financial Statements. As of the closing of the JV on December 20, 2024, the Company owns a 62% majority equity interest in the JV and operates the joint venture through its majority voting rights and a management services agreement under which the Company provides executive level, administrative and other services to the JV. GM owns a 38% interest in the joint venture.

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

The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of March 31, 2025 and December 31, 2024, are as follows:

	March 31, 2025			December 31, 2024
Assets	$	892,116		$	888,486
Liabilities		(77,611	)		(71,813	)
Net assets	$	814,505		$	816,673
GM's non-controlling interest	$	309,512		$	310,336
The Company's controlling interest		504,993			506,337
Net assets	$	814,505		$	816,673
Non-controlling interest in Lithium Nevada Ventures
Balance at beginning of period	$	310,336		$	-
On initial recognition as at December 20, 2024		-			310,441
Non-controlling interests share of loss 1		(824	)		(105	)
Balance at end of period	$	309,512		$	310,336

1The 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 of $332,730 and $452,293 at March 31, 2025 and December 31, 2024, respectively, can only be used to settle the obligations of the JV and are not available to the Company for general corporate purposes. On April 1, 2025, LAC and GM contributed $191,600 and $100,000, respectively, to the JV (Note 15).

The Company’s maximum exposure to loss includes (i) the carrying value of the Company’s interest as shown above; (ii) upon funding of the DOE Loan, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the $2.26 billion DOE loan ($nil outstanding at March 31, 2025 and December 31, 2024); and (iii) costs associated with the management services agreement and incentive compensation for personnel involved in the JV, to the extent such amounts cannot be supported by the operations of the JV (negligible as at March 31, 2025 and December 31, 2024).