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 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. GM owns a 38% interest in the JV.

On April 1, 2025, contemporaneously with the closing of the strategic investment with Orion Resource Partners LP (“Orion”) (Note 7), LAC and GM announced the final investment decision (“FID”) for Thacker Pass Phase 1 and made cash contributions to the JV of $191,600 and $100,000 (the “GM FID capital contribution”), respectively, pursuant to the GM Investment 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 LLC (“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 June 30, 2025 and December 31, 2024, are as follows:


	June 30, 2025			December 31, 2024
Assets	$	1,197,306		$	888,486
Liabilities		(93,322	)		(71,813	)
Net assets	$	1,103,984		$	816,673

GM's non-controlling interest	$	419,514		$	310,336
The Company's controlling interest		684,470			506,337
Net assets	$	1,103,984		$	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
GM FID capital contribution		110,804			-
Non-controlling interests share of loss 1		(1,626	)		(105	)
Balance at end of period	$	419,514		$	310,336

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 of $387,029 and $452,293 at June 30, 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.

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 June 30, 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 June 30, 2025 and December 31, 2024).