Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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LITHIUM ARGENTINA AG

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Expressed in thousands of US dollars)

 

 

 

March 31,

 

December 31,

 

 

Note

2026

 

2025

 

 

 

$

 

$

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

4

 

97,433

 

 

61,134

 

Receivables from purchasers for lithium carbonate

8

 

65,588

 

 

23,209

 

Other receivables, prepaids and deposits

 

 

4,561

 

 

369

 

 

 

 

167,582

 

 

84,712

 

NON-CURRENT ASSETS

 

 

 

 

 

Investment in Sal de la Puna Project

5

 

183,351

 

 

183,370

 

Loans to Exar Capital

7

 

334,504

 

 

308,333

 

Loans to Minera Exar

9

 

-

 

 

71,537

 

Investment in Cauchari-Olaroz Project

6

 

115,420

 

 

93,352

 

Long-term receivable from JEMSE

6

 

8,269

 

 

8,077

 

Property, plant and equipment

10

 

9,252

 

 

9,374

 

Exploration and evaluation assets

11

 

341,017

 

 

341,014

 

Deferred income tax asset

20

 

11

 

 

11

 

 

 

 

991,824

 

 

1,015,068

 

TOTAL ASSETS

 

 

1,159,406

 

 

1,099,780

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

7,844

 

 

5,942

 

Payable to Minera Exar for lithium carbonate purchases

8

 

73,201

 

 

25,507

 

PGCo Shareholder liabilities - Ganfeng

9

 

-

 

 

12,859

 

Convertible notes interest and other liabilities

 

 

1,276

 

 

2,486

 

Equity-settleable convertible notes

12

 

242,254

 

 

234,161

 

 

 

 

324,575

 

 

280,955

 

NON-CURRENT LIABILITIES

 

 

 

 

 

Deferred income tax liability

20

 

-

 

 

431

 

Other liabilities

 

 

1,432

 

 

1,461

 

 

 

 

1,432

 

 

1,892

 

TOTAL LIABILITIES

 

 

326,007

 

 

282,847

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Share capital

 

 

1,638

 

 

1,624

 

Capital reserve

 

 

1,520,227

 

 

1,514,732

 

Accumulated other comprehensive loss

 

 

(3,487

)

 

(3,487

)

Deficit

 

 

(736,144

)

 

(744,989

)

TOTAL EQUITY ATTRIBUTABLE TO LITHIUM ARGENTINA'S SHAREHOLDERS

 

 

782,234

 

 

767,880

 

Non-controlling interest

9

 

51,165

 

 

49,053

 

TOTAL EQUITY

 

 

833,399

 

 

816,933

 

TOTAL LIABILITIES AND EQUITY

 

 

1,159,406

 

 

1,099,780

 

Nature of Operations and Going Concern (Note 1)

 

Approved for issuance on May 11, 2026

On behalf of the Board of Directors:

 

“Robert Doyle”

 

“George Ireland”

Director

 

Director

 

 

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LITHIUM ARGENTINA AG

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

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

 

 

 

Three Months Ended March 31,

 

 

Note

2026

 

2025

 

 

 

$

 

$

 

EXPENSES

 

 

 

 

 

Exploration and evaluation expenditures

16

 

(855

)

 

(1,811

)

General and administrative

15

 

(5,012

)

 

(3,799

)

Share based compensation

13

 

(5,086

)

 

(4,537

)

Share of income/(loss) of Cauchari-Olaroz Project

6

 

22,068

 

 

(481

)

Share of loss of Sal de la Puna Project

5

 

(117

)

 

(67

)

 

 

 

10,998

 

 

(10,695

)

OTHER ITEMS

 

 

 

 

 

Transaction costs

 

 

(612

)

 

(2,091

)

(Loss)/gain on financial instruments measured at fair value

12

 

(1,905

)

 

439

 

Finance and other costs

17

 

(10,205

)

 

(6,584

)

Foreign exchange gain/(loss)

 

 

176

 

 

(113

)

Finance and other income

18

 

8,594

 

 

13,701

 

 

 

 

(3,952

)

 

5,352

 

 

 

 

 

 

 

INCOME/(LOSS) BEFORE TAXES

 

 

7,046

 

 

(5,343

)

 

 

 

 

 

 

Income tax expense:

 

 

 

 

 

Deferred tax recovery/(expense)

20

 

431

 

 

(1,827

)

 

 

 

 

 

 

NET INCOME/(LOSS)

 

 

7,477

 

 

(7,170

)

ATTRIBUTABLE TO:

 

 

 

 

 

Equity holders of Lithium Argentina

 

 

8,845

 

 

(7,214

)

Non-controlling interest

 

 

(1,368

)

 

44

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE INCOME/(LOSS)

 

 

7,477

 

 

(7,170

)

BASIC AND DILUTED INCOME/(LOSS) PER SHARE

 

 

 

 

 

Income/(loss) per share - basic

 

 

0.05

 

 

(0.04

)

Income/(loss) per share - diluted

 

 

0.05

 

 

(0.04

)

Weighted average number of common shares
outstanding - basic

 

 

163,328

 

 

161,943

 

Weighted average number of common shares
outstanding - diluted

 

 

172,956

 

 

161,943

 

 

 

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2

 

 


 

LITHIUM ARGENTINA AG

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(Expressed in thousands of US dollars, shares in thousands)

 

 

 

Share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Amount

 

Capital
Reserve

 

Accumulated other comprehensive loss

 

Deficit

 

Shareholders’
equity

 

Non-controlling interest

 

Total equity

 

 

 

of shares

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Authorized share capital:
Unlimited common shares without par value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

 

161,932

 

 

1,619

 

 

1,499,682

 

 

(3,487

)

 

(669,540

)

 

828,274

 

 

62,656

 

 

890,930

 

Shares issued on conversion of RSUs, DSUs, PSUs, and exercise of stock options

 

 

38

 

 

1

 

 

(1

)

 

-

 

 

-

 

 

0

 

 

-

 

 

0

 

Equity compensation

 

 

-

 

 

-

 

 

4,537

 

 

-

 

 

-

 

 

4,537

 

 

-

 

 

4,537

 

Net (loss)/income

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(7,214

)

 

(7,214

)

 

44

 

 

(7,170

)

Balance March 31, 2025

 

 

161,970

 

 

1,620

 

 

1,504,218

 

 

(3,487

)

 

(676,754

)

 

825,597

 

 

62,700

 

 

888,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2025

 

 

162,407

 

 

1,624

 

 

1,514,732

 

 

(3,487

)

 

(744,989

)

 

767,880

 

 

49,053

 

 

816,933

 

Shares issued on conversion of RSUs, DSUs, PSUs, and exercise of stock options

 

 

1,427

 

 

14

 

 

409

 

 

-

 

 

-

 

 

423

 

 

-

 

 

423

 

Share based compensation (Note 13)

 

 

-

 

 

-

 

 

5,086

 

 

-

 

 

-

 

 

5,086

 

 

-

 

 

5,086

 

Amendment to PGCo Share Premium Reduction and Shareholder Distribution (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,480

 

 

3,480

 

Net income

 

 

-

 

 

-

 

 

-

 

 

-

 

 

8,845

 

 

8,845

 

 

(1,368

)

 

7,477

 

Balance March 31, 2026

 

 

163,834

 

 

1,638

 

 

1,520,227

 

 

(3,487

)

 

(736,144

)

 

782,234

 

 

51,165

 

 

833,399

 

 

 

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LITHIUM ARGENTINA AG

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in thousands of US dollars)

 

 

 

 

Three Months Ended March 31,

 

 

Note

 

2026

 

2025

 

 

 

 

$

 

$

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Income/(loss)

 

 

 

7,477

 

 

(7,170

)

 

 

 

 

 

 

 

Items not affecting cash and other items:

 

 

 

 

 

 

Share based compensation

 

 

 

5,086

 

 

4,537

 

Depreciation

 

10

 

 

122

 

 

158

 

Deferred tax (recovery)/expense

 

20

 

 

(431

)

 

1,827

 

Foreign exchange (gain)/loss

 

 

 

(176

)

 

113

 

Share of (gain)/loss of Cauchari-Olaroz Project

 

6

 

 

(22,068

)

 

481

 

Share of loss of Sal de la Puna Project

 

5

 

 

117

 

 

67

 

Loss/(gain) on financial instruments measured at fair value

 

12

 

 

1,905

 

 

(439

)

Finance income

 

 

 

(7,894

)

 

(12,971

)

Finance and other costs

 

 

 

10,205

 

 

6,582

 

Payment of interest on the convertible notes and debt facilities

 

 

 

(2,264

)

 

(2,264

)

Changes in non-cash working capital items:

 

 

 

 

 

 

Increase in receivables, prepaids and deposits

 

 

 

(45,981

)

 

(2,594

)

Increase/(decrease) in accounts payable and accrued liabilities

 

 

 

48,030

 

 

(3,368

)

Net cash used in operating activities

 

 

 

(5,872

)

 

(15,041

)

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

Acquisition of Exar Capital loans from Ganfeng

 

7

 

 

(26,005

)

 

-

 

Proceeds from repayment of loans and interest by Exar Capital

 

7

 

 

6,468

 

 

3,920

 

Proceeds from repayment of loans and interest by Minera Exar

 

9

 

 

72,015

 

 

-

 

Contribution to Investment in Sal de la Puna Project

 

5

 

 

(98

)

 

(226

)

Additions to exploration and evaluation assets

 

11

 

 

(3

)

 

(29

)

Net cash provided by investing activities

 

 

 

52,377

 

 

3,665

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from equity awards exercises

 

 

 

423

 

 

-

 

Repayment of PGCo Shareholder liability to Ganfeng

 

 

 

(10,723

)

 

-

 

Lease payments

 

 

 

(82

)

 

(118

)

Net cash used in financing activities

 

 

 

(10,382

)

 

(118

)

 

 

 

 

 

 

 

Effect of foreign exchange on cash

 

 

 

176

 

 

(113

)

 

 

 

 

 

 

 

CHANGE IN CASH AND CASH EQUIVALENTS

 

 

 

36,299

 

 

(11,607

)

CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD

 

 

 

61,134

 

 

85,543

 

CASH AND CASH EQUIVALENTS - END OF THE PERIOD

 

 

 

97,433

 

 

73,936

 

 

 

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LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

1.
NATURE OF OPERATIONS AND GOING CONCERN

Lithium Argentina AG (“Lithium Argentina”, the “Company” or “LAR”), is a Swiss- domiciled resource company with lithium projects located in Argentina.

On January 23, 2025, the Company completed a plan of arrangement under the laws of the province of British Columbia (the “Arrangement”) involving the Company’s continuation from the province of British Columbia under the name “Lithium Americas (Argentina) Corp.” into Zug, Canton of Zug, Switzerland, as a Swiss share corporation under the name “Lithium Argentina AG.” As a result, the Company ceased to be governed by the Business Corporations Act (British Columbia). Following the Arrangement, the shareholders of the Company prior to the Arrangement continued to hold all the issued and outstanding common registered shares of the Company (the “Continuation”) (Note 13). On January 27, 2025, the Company began trading under the new symbol “LAR” on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”).

The Company's registered office is located at Dammstrasse 19, 6300 Zug, Switzerland.

The Company is focused on the operations of the Cauchari-Olaroz project (“Cauchari-Olaroz”). Cauchari-Olaroz is a lithium brine operation located in the Salar de Olaroz and Salar de Cauchari in Jujuy province, north-western Argentina. The Company’s interest in Cauchari-Olaroz is held through a 44.8% ownership interest in Minera Exar S.A. (“Minera Exar”), a company incorporated under the laws of Argentina. Ganfeng Lithium Co. Ltd. (“Ganfeng”) owns 46.7% of Minera Exar with the remaining 8.5% interest held by Jujuy Energia y Mineria Sociedad del Estado (“JEMSE”), a mining investment company owned by the provincial government of Jujuy. Cauchari-Olaroz is in the production stage and achieved commercial production effective October 1, 2024, and is accounted for using the equity method.

The Company also owns 85.1% interest in the Pastos Grandes lithium project (“Pastos Grandes”) acquired through the acquisition of Millennial Lithium B.V. (“Millennial”) on January 25, 2022, and a 65% ownership interest in the Sal de la Puna project (“Sal de la Puna”), held by the Company’s wholly-owned subsidiary Arena Minerals Holdings B.V. (“Arena Minerals”) which was acquired on April 20, 2023. Pastos Grandes and Sal de la Puna are lithium brine projects located in Salta province, in north-western Argentina. Pastos Grandes is fully consolidated in the Company’s financial statements, whereas Sal de la Puna is accounted for using the equity method.

These consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months.

As at March 31, 2026, the Company had cash and cash equivalents of $97,433 (2025 - $61,134) and equity-settleable convertible notes with a face value of $258,750 due on January 15, 2027. Additionally, in March 2026, the Company entered into a six-year $130,000 debt facility with Ganfeng bearing interest at SOFR plus 2.5% (the “Debt Facility”) (Note 21). In addition, subsequent to March 31, 2026, LAR received $6,468 from Exar Capital as a repayment of a portion of outstanding loan interest (Note 22).

During Q1 2026, realized lithium carbonate prices increased to an average of $16,818 per tonne. For the year ended 2026, Cauchari-Olaroz is expected to produce between 35,000 and 40,000 tonnes of lithium carbonate on a 100% basis and generate significant operational cash flow. In accordance with the shareholder agreement that regulates governance of Cauchari-Olaroz, any excess cash flow (as defined in the shareholder agreement), from Cauchari-Olaroz is distributed among the Company and Ganfeng until a joint decision on any expansion plan is finalized.

 

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LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

1.
NATURE OF OPERATIONS AND GOING CONCERN (continued)

The Company expects distributions from Cauchari-Olaroz to be sufficient to service the current portion of its long-term debt. However, its ability to maintain normal operations and meet these obligations ultimately depends on generating and repatriating sufficient cash flows from lithium carbonate production at Cauchari-Olaroz, or alternatively, securing additional financing.

The significance of the assumptions underlying the forecast cash flows from Cauchari-Olaroz, the amount and timing of distribution of the cash flow to the Company and the requirement to satisfy the current portion of long-term debt, gives rise to material uncertainty which may cast significant doubt (or substantial doubt as contemplated by Public Company Accounting Oversight Board (“PCAOB”) standards) on the Company’s ability to continue as a going concern. Although the Company has been successful in obtaining distribution of cash flow from Cauchari-Olaroz and obtaining financing in the past, there can be no assurance that it will be able to distribute sufficient additional cash flow and obtain adequate financing in the future or that such financing will be available on terms acceptable to the Company.

If the Company is unable to continue as a going concern, material adjustments to the recoverability and amounts of assets and liabilities, the reported expenses, and the balance sheet classifications of assets and liabilities may be required. These consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

2.
BASIS OF PRESENTATION

These condensed consolidated interim financial statements of the Company (“Interim Financials”) have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting and were approved by the Board of Directors on May 11, 2026. The Interim Financials should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2025 (the “2025 Annual Financials”), which have been prepared in accordance with IFRS Accounting Standards.

The Interim Financials are expressed in United States dollars (“US$”), the Company’s presentation currency. The same accounting policies and methods of computation have been used in the Interim Financials and 2025 Annual Financials other than those disclosed in Note 3.

 

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LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

3.
SUMMARY OF MATERIAL ACCOUNTING POLICIES

Estimation Uncertainty and Accounting policy judgments

The preparation of these Interim Financials in conformity with IFRS Accounting Standards applicable to the preparation of interim financial statements requires judgments, estimates, and assumptions that affect the amounts reported. Those estimates and assumptions concerning the future may differ from actual results. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The nature and number of significant estimates and judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty are the same as those that management applied to the 2025 Annual Financials except as disclosed below.

New IFRS Pronouncements

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments

The Company adopted the amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments effective January 1, 2026. These amendments clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. These amendments require additional disclosures for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

Upon adoption, the Company applied the optional exemption permitting derecognition of financial liabilities settled through qualifying electronic payment systems at the date the payment instruction is released, rather than the settlement date. Management assessed the Company’s payment processes and determined that the criteria for application of this exemption are met.

The adoption of these amendments did not have a material impact on the Company’s condensed consolidated interim financial statements and did not result in any significant changes to the classification or measurement of financial instruments.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the International Accounting Standards Board (“IASB”) issued IFRS 18, Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals.

It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes.

 

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LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

3.
SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

In addition, there are consequential amendments to other accounting standards; some requirements previously included in IAS 1 have been moved to IAS 8 and limited amendments have been made to IAS 7 and IAS 34. IFRS 18 is effective for the reporting period beginning on or after January 1, 2027, with early application permitted. Retrospective application is required in both annual and interim financial statements. The Company is currently assessing the impact of this standard on its financial statements and has not yet applied it.

The amendments are effective for annual periods beginning on or after January 1, 2026. Early adoption is permitted, with an option to early adopt the amendments for contingent features only. The Company is currently assessing the impact of these amendments on its financial statements and has not yet applied it.

4.
CASH AND CASH EQUIVALENTS

Cash and cash equivalents

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

$

 

 

$

 

Cash

 

 

3,700

 

 

 

6,587

 

Cash equivalents

 

 

93,733

 

 

 

54,547

 

 

 

 

97,433

 

 

 

61,134

 

 

As at March 31, 2026, cash and cash equivalents included $119 held in Canadian dollars (December 31, 2025 – $65), $97,239 in US dollars (December 31, 2025 – $59,152), $54 in Argentine Pesos (December 31, 2025 – $1,872) and $21 in Swiss Francs (December 31, 2025 – $45). During the three months ended March 31, 2026, cash and cash equivalents generated an interest income of $700 (2025 – $730).

5.
SAL DE LA PUNA JOINT VENTURE

The Company holds a 65% interest in the Sal de la Puna project through its wholly-owned subsidiary, Arena Minerals. This interest is held via a joint venture interest in Sal de la Puna Holdings S.a.r.l, the 100% owner of Argentine entity, Puna Argentina S.A.U. (“PASA”), the owner of the claims forming part of the Sal de la Puna Project.

The remaining 35% of PASA is owned by joint venture partner Ganfeng New Energy Technology Development (Suzhou) Co., Ltd. Therefore, after the acquisition of Arena Minerals, the Company holds a 65% ownership interest in the Sal de la Puna Project covering approximately 13,852 hectares of the Pastos Grandes Basin.

The Company’s 65% ownership interest in Sal de la Puna is a joint venture and is accounted for using the equity method of accounting. Changes in the investment balance are summarized below:

 

 

$

 

Investment in Sal de la Puna, as at December 31, 2024

 

 

183,207

 

Contribution to investment in Sal de la Puna

 

 

419

 

Share of loss of Sal de la Puna

 

 

(256

)

Investment in Sal de la Puna, as at December 31, 2025

 

 

183,370

 

Contribution to investment in Sal de la Puna

 

 

98

 

Share of loss of Sal de la Puna

 

 

(117

)

Investment in Sal de la Puna, as at March 31, 2026

 

 

183,351

 

 

 

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8

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

 

6.
INVESTMENT IN CAUCHARI-OLAROZ PROJECT

As at March 31, 2026, the Company, Ganfeng, and JEMSE hold 44.8%, 46.7%, and 8.5% equity interests, respectively, in Minera Exar, the entity that holds all rights, title, and interest in the Cauchari-Olaroz project, located in the Jujuy province of Argentina. The Company and Ganfeng are also 49% and 51% shareholders, respectively, in Exar Capital, a company that provides shareholder financing to Minera Exar. Minera Exar and Exar Capital are associates of the Company and are accounted for using the equity method of accounting. The investment in Minera Exar and Exar Capital together is referred to as the “Investment in Cauchari-Olaroz project.”

The Company’s operations related to Cauchari-Olaroz are conducted through its equity investees, Minera Exar and Exar Capital, which are governed by a shareholders’ agreement between the Company and Ganfeng. The agreement regulates key aspects of governance and provides the Company with significant influence over Minera Exar. Under the agreement, the Company and Ganfeng are entitled to the project’s production offtake on a 49%/51% basis, and construction costs are shared on the same pro-rata basis.

JEMSE Receivable

The Company has long-term receivables from JEMSE arising from arrangements under which JEMSE reimburses the Company for certain historical project funding through the assignment of a portion of future dividends from Minera Exar.

During 2025, the Company recognized adjustments to the carrying value of these receivables based on updated cash flow estimates, including the recognition of an additional receivable in connection with the loan restructuring completed during the year.

As at March 31, 2026, the total carrying value of the long-term receivables from JEMSE was $8,269 (December 31, 2025 – $8,077).

2025 Restructuring of Loans

During the year ended December 31, 2025, as part of a restructuring of loans (the “Restructuring”), the Company and Ganfeng amended and restated loan agreements relating to loans advanced to Exar Capital. Concurrently, Exar Capital amended and restated agreements relating to the loans advanced to Minera Exar (collectively, the “Amendments”), revising interest rates to market levels effective for fiscal year 2025 and subsequent periods and extending the maturity dates. These modifications were treated as an extinguishment of the existing loans and the issuance of new loans at market rates of interest.

As part of the Restructuring, on August 27, 2025, Exar Capital assigned certain loan receivables from Minera Exar to the Company and Ganfeng. The total carrying value of the loans assigned was $208,121, of which the Company’s portion amounted to $101,979. In exchange, the Company cancelled loans owed by Exar Capital with a carrying value of $99,422. The assigned loans receivable from Minera Exar were subsequently settled through a capital contribution by the Company and Ganfeng to Minera Exar.

Because the Restructuring resulted from transactions between shareholders rather than with external parties, the Company determined that the net effect represented a transaction between owners in their capacity as owners. Accordingly, the capitalization of loans was recorded as an increase in the Company’s investment in the Cauchari-Olaroz project, with no gain or loss recognized in the statement of comprehensive loss.

 

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9

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

6.
INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)

In connection with the Restructuring, JEMSE retained its ownership interest in Minera Exar in exchange for an agreement to reimburse the Company and Ganfeng through the assignment of one-third of dividends otherwise payable to JEMSE in future periods, up to an additional $8,271 and $8,609, respectively, after the previous dividend assignment has been fully repaid. The Company recognized its portion of the additional JEMSE receivable at fair value of $2,789 and recorded a reduction in its investment of $8,668, resulting in a loss of $5,879 in the third quarter of 2025. The fair value of the additional long-term receivable from JEMSE was estimated by discounting the Company’s share of expected future reimbursements by JEMSE to their present value, reflecting the timing of settlement through the assignment of future dividends otherwise payable to JEMSE. The valuation assumed a discount rate of 10%. The timing of expected reimbursements was estimated based on projected cash flows of Minera Exar.

Investment in Cauchari-Olaroz Project

Changes in the Investment in Cauchari-Olaroz Project are summarized below:

 

 

 

$

 

Investment in Cauchari-Olaroz Project, as at December 31, 2024

 

 

32,919

 

Contribution to investment in Cauchari-Olaroz Project through capitalization of loans

 

 

99,422

 

Reduction in investment arising from capital contribution allocated to JEMSE

 

 

(8,668

)

Shareholder's contribution from the restructuring of loans

 

 

8,680

 

Gain on modification of Exar-PGCo loan amendment

 

 

766

 

Recognition of previously unrecognized share of losses for year 2024

 

 

(26,043

)

Share of loss of Cauchari-Olaroz Project for the current period

 

 

(13,724

)

Investment in Cauchari-Olaroz Project, as at December 31, 2025

 

 

93,352

 

Share of income of Cauchari-Olaroz Project for the current period

 

 

22,068

 

Investment in Cauchari-Olaroz Project, as at March 31, 2026

 

 

115,420

 

 

For the three months ended March 31, 2026, the Company recognized its share of income from the Cauchari-Olaroz project totaling $22,068 in the statement of comprehensive income.

The following is the condensed financial information of Minera Exar on a 100% basis, as amended to reflect the Company’s accounting policies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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10

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

6.
INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)

 

 

 

March 31, 2026

 

December 31, 2025

 

 

$

 

$

Current assets:

 

 

 

 

Cash and cash equivalents

 

31,365

 

70,799

Short-term investments

 

39,838

 

16,083

Other current assets

 

411,912

 

344,482

Total current assets

 

483,115

 

431,365

Non-current assets

 

1,398,557

 

1,409,357

Current liabilities:

 

 

 

 

Third-party loans

 

(276,964)

 

(242,910)

Other current liabilities

 

(56,360)

 

(61,599)

Non-current liabilities:

 

 

 

 

Third-party loans

 

(49,781)

 

(49,781)

Loans from Exar Capital

 

(930,806)

 

(911,338)

Loans from PGCo

 

-

 

(71,537)

Derivative liability on loans from Exar Capital and PGCo

 

(15,956)

 

(10,614)

Other non-current liabilities

 

(100,194)

 

(90,633)

Net assets

 

451,611

 

402,310

 

As of March 31, 2026, Minera Exar’s outstanding third-party debt amounted to $326,745 (December 31, 2025 – $292,690), while its cash balance was $71,203 (December 31, 2025 – $86,882). During the quarter, Minera Exar repaid in full the $72,015 credit facility previously owed to PGCo., funded through the local capital market transactions described below. The total debt includes the following:

Approximately $220,000 in loans from major international banks, secured by guarantees and standby letters of credit arranged by Ganfeng, which are due within twelve months from March 31, 2026. The Company has provided a guarantee to Ganfeng for its 49% share, amounting to $107,800, in respect of these loans. No amount has been recognized by the Company in respect of this guarantee as at March 31, 2026.

The Company and Ganfeng have negotiated a three-year extension of the maturity of $100,000 of these loans, which has been approved by the regulatory authority. The loan is secured by a standby letter of credit provided by Ganfeng. As the standby letter of credit was issued for a standard one-year term, the loan was initially structured with a one-year maturity to align with the term of the standby letter. Upon extension of the related standby letter of credit, the loan will automatically roll over for the remainder of the three-year term. Included within these loans is $120,000 in bank debt facilities closed in the second quarter of 2025 and fully drawn in the third quarter of 2025 to refinance maturing short-term loans and for other purposes. These loans were priced at approximately SOFR plus 2.5%, including fees. In early May 2026, the banks approved extension of these loans for three years and potential increase up to $170,000, closing of the extension is in progress.

$20,000 export pre-financing facility obtained on February 5, 2026, from a major financial institution, maturing on August 5, 2026.
Approximately $30,000 in short-term financing obtained in February 2026 through local capital market transactions, consisting of exchange-traded repos (cauciones bursátiles) of $18,000 and a promissory note (pagaré bursátil) of $12,000, both maturing in the second quarter of 2026, and collateralized with short-term investments.

 

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11

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

6.
INVESTMENT IN CAUCHARI-OLAROZ PROJECT (continued)
Approximately $50,000 in unsecured bonds issued by Minera Exar in November 2024, carrying a contractual interest rate of 8% with semi-annual interest payments. The bonds’ principal will mature in two tranches: the first tranche of $25,000 on May 11, 2027, and the second tranche of $25,000 on November 11, 2027.

 

 

 

Three months ended March 31,

Exar Condensed Statement of Comprehensive Income

 

2026

 

2025

(100% basis unless otherwise indicated)

 

$

 

$

Sales

 

168,288

 

57,778

Cost of sales

 

(65,198)

 

(53,386)

Gross profit

 

103,090

 

4,392

 

 

 

 

 

Selling and distribution expenses

 

(12,514)

 

(4,609)

Administrative and other expenses

 

(890)

 

(3,006)

Finance costs

 

(22,996)

 

(36,212)

Foreign exchange gain/(loss)

 

4,159

 

(662)

Derivative loss

 

(8,256)

 

(72,295)

Other (expense)/income

 

(4,772)

 

903

Deferred tax (expense)/recovery

 

(8,518)

 

24,596

Net income/(loss)

 

49,303

 

(86,893)

 

Minera Exar has to settle certain loans provided by Exar Capital in US$ with sufficient Argentine Pesos (“ARS$”) at the implied market exchange rate. This settlement mechanism requires Minera Exar to repay the loans with more US$ at the official exchange rate. Since the repayment mechanism for the USD loans provided by Exar Capital is linked to the implied market foreign exchange rate in Argentina rather than the official foreign exchange rate, it results in an embedded derivative in the loans payable by Minera Exar. The fair value of this embedded derivative fluctuates with changes in the spread between the implied market exchange rate and the official exchange rate. During the three months ended March 31, 2026, the spread widened modestly resulting in a fair value loss of $8,256, which was recognized in Minera Exar’s condensed statement of comprehensive income.

 

 

 

 

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12

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

7.
LOANS TO EXAR CAPITAL

The Company has entered into loan agreements with Exar Capital. Changes in the balances of loans to Exar Capital are summarized below.

 

 

 

$

 

Loans to Exar Capital, as at December 31, 2024

 

 

380,415

 

Repayment of loans and interest by Exar Capital

 

 

(3,920

)

Accrued interest

 

 

39,939

 

Capitalization of loans to investment in Cauchari-Olaroz Project

 

 

(99,422

)

Derecognition of existing loans upon extinguishment

 

 

(308,314

)

Recognition of new loans at fair value upon restructuring

 

 

299,635

 

Loans to Exar Capital, as at December 31, 2025

 

 

308,333

 

Acquisition of Exar Capital loans from Ganfeng

 

 

26,005

 

Repayment of interest by Exar Capital

 

 

(6,468

)

Accrued interest

 

 

6,634

 

Loans to Exar Capital, as at March 31, 2026

 

 

334,504

 

The loans provided by the Company to Exar Capital are thereafter advanced to Minera Exar to finance the construction of Cauchari-Olaroz, and to support its working capital and other funding requirements.

Under the amended and restated loan agreements, the loans advanced by the Company to Exar Capital bear interest rates ranging from 8.12% to 8.95% per annum, with revised maturity dates ranging from 2028 to 2035.

In February 2026, following loan repayment by Minera Exar, the Company received $61,292 (Note 9) and used a portion of these proceeds to acquire from Ganfeng receivables owing from Exar Capital totaling $26,005.

During the three months ended March 31, 2026, Exar Capital utilized its existing cash balance to repay a portion of its outstanding interest on loan, amounting to $6,468.

 

As of March 31, 2026, the total outstanding loans to Exar Capital, including accrued interest, amounted to $334,504, with scheduled maturity and interest rates as follows:

 

Scheduled Maturities (Year)

 

Outstanding amount ($)

Interest Rate (%)

2028

 

20,970

8.12%

2029

 

25,601

8.47%

2030

 

30,703

8.75%

2031

 

30,841

8.95%

2032

 

40,406

8.25%

2033

 

51,694

8.36%

2034

 

43,256

8.48%

2035

 

91,032

8.63%

 

The recoverability of these loans is dependent on the future cash flows and performance of the Cauchari-Olaroz project. The Company performed an expected credit loss assessment based on the anticipated future performance and cash flow projections of Cauchari-Olaroz. The assessment did not identify any significant increase in credit risk or other factors that would indicate a potential default.

 

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13

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

8.
PURCHASES AND SALES OF LITHIUM CARBONATE

Offtake Agreement with Ganfeng and Bangchak

The Company and Ganfeng are entitled to a share of offtake from production at Cauchari-Olaroz. The Company is entitled to 49% of the offtake, which would amount to approximately 19,600 tonnes per annum (“tpa”) of lithium carbonate assuming full capacity is achieved. The Company has entered into an offtake agreement with each of Ganfeng and BCP Innovation PTE. LTD (“Bangchak”), a wholly-owned subsidiary of Bangchak Corporation Public Company Ltd., to sell a fixed amount of offtake production at market-based prices, with Ganfeng entitled to 80% of the first 12,250 tpa of lithium carbonate (9,800 tpa assuming full production capacity) and Bangchak entitled to up to 6,000 tpa of lithium carbonate (assuming full production capacity).

The balance of the Company’s offtake entitlement, amounting to up to approximately 3,800 tpa of lithium carbonate, is uncommitted, but for limited residual rights available to Bangchak to the extent production does not meet full capacity.

Purchases and sales of lithium carbonate

During the three months ended March 31, 2026, the Company purchased its 49% share of Minera Exar’s lithium carbonate shipped during the period. The Company sold the purchased lithium carbonate to Ganfeng and Bangchak and acted in the capacity of agent in such sales transactions, as the Company’s acquisition of title to lithium carbonate was simultaneous with the sale of lithium carbonate to Ganfeng and Bangchak and the Company was not directly exposed to inventory or price risk related to lithium carbonate.

During the three months ended March 31, 2026, the Company made approximately $89,971 worth of purchases of lithium carbonate from Minera Exar and sold an equivalent amount, totaling approximately $89,971, to Ganfeng and Bangchak. Since there was no net commission earned by the Company, there was no impact on the Company’s statement of comprehensive loss for three months ended March 31, 2026.

As at March 31, 2026, the Company had a payable of $73,201 to Minera Exar for lithium carbonate purchases, and receivables totaling $65,588 from Ganfeng for sales of lithium carbonate, as disclosed on the statement of financial position. The Company performed an expected credit loss assessment for these receivables, and concluded that the expected credit loss was insignificant, given the short-term nature of the balances and the counterparties' history of timely settlement. Majority of these receivables were fully settled subsequent to March 31, 2026.

9.
PASTOS GRANDES

The Company owns an 85.1% interest in Proyecto Pastos Grandes S.A. (“PGCo”), which holds the Pastos Grandes project in Salta, Argentina. The remaining 14.9% interest in PGCo is held by Ganfeng. As the Company controls PGCo, PGCo is consolidated in the Company’s condensed consolidated interim financial statements. Ganfeng’s 14.9% interest is presented as non-controlling interest.

 

 

 

 

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14

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

9.
PASTOS GRANDES (continued)

Loans to Minera Exar

In the third quarter of 2024, PGCo entered into a loan facility with Minera Exar with an aggregate principal of $65,000 to fund debt repayment, working capital, and other operational requirements.

On February 9, 2026, Minera Exar fully repaid the loan outstanding to PGCo, including accrued interest, totaling $72,015.

 

 

 

$

 

Loans advanced by PGCo to Minera Exar, as at December 31, 2024

 

 

67,355

 

Accrued interest

 

 

5,892

 

Derecognition of existing loans upon extinguishment

 

 

(72,445

)

Recognition of new loans at fair value upon restructuring

 

 

70,735

 

Loans to Minera Exar, as at December 31, 2025

 

 

71,537

 

Accrued interest

 

 

478

 

Repayment of loan principal

 

 

(65,000

)

Repayment of accrued interest

 

 

(7,015

)

Loans to Minera Exar, as at March 31, 2026

 

 

-

 

2025 Share Premium Reduction and Shareholder Distribution

During the fourth quarter of 2025, PGCo executed a share premium reduction and related distribution to its shareholders.

The shareholder distribution payable was denominated in Argentine pesos and indexed for inflation until settlement. At December 31, 2025, the total payable at the PGCo level attributable to Ganfeng for its non-controlling interest in PGCo was $12,859.

2026 Amendment to PGCo Share Premium Reduction and Shareholder Distribution

In March 2026, the Board and shareholders of PGCo approved an amendment to the previously approved share premium distribution. On March 12, 2026, the shareholder distribution payable was novated from an Argentine peso, inflation-indexed liability into a fixed U.S. dollar liability of $80,031, with no further inflation indexation after October 22, 2025.

During the three months ended March 31, 2026, PGCo settled the shareholder distribution payable to Ganfeng through a combination of cash payment of $10,723 and capitalization of $1,194 as a contribution to PGCo. Following the amendment and settlement, the shareholder distribution payable to Ganfeng was fully extinguished as at March 31, 2026.

 

 

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15

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

10.
PROPERTY, PLANT AND EQUIPMENT

 

 

 

Buildings

 

 

Equipment
and machinery

 

 

Other1

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2024

 

 

5,863

 

 

 

2,716

 

 

 

3,066

 

 

 

11,645

 

Additions

 

 

-

 

 

 

-

 

 

 

875

 

 

 

875

 

Disposals

 

 

-

 

 

 

-

 

 

 

(689

)

 

 

(689

)

As at December 31, 2025

 

 

5,863

 

 

 

2,716

 

 

 

3,252

 

 

 

11,831

 

As at March 31, 2026

 

 

5,863

 

 

 

2,716

 

 

 

3,252

 

 

 

11,831

 

 

 

 

Buildings

 

 

Equipment
and machinery

 

 

Other1

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2024

 

 

426

 

 

 

167

 

 

 

2,064

 

 

 

2,657

 

Depreciation for the period

 

 

59

 

 

 

20

 

 

 

410

 

 

 

489

 

Disposals

 

 

-

 

 

 

-

 

 

 

(689

)

 

 

(689

)

As at December 31, 2025

 

 

485

 

 

 

187

 

 

 

1,785

 

 

 

2,457

 

Depreciation for the period

 

 

14

 

 

 

5

 

 

 

103

 

 

 

122

 

As at March 31, 2026

 

 

499

 

 

 

192

 

 

 

1,888

 

 

 

2,579

 

 

 

 

Buildings

 

 

Equipment
and machinery

 

 

Other1

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2025

 

 

5,378

 

 

 

2,529

 

 

 

1,467

 

 

 

9,374

 

As at March 31, 2026

 

 

5,364

 

 

 

2,524

 

 

 

1,364

 

 

 

9,252

 

 

1 The “Other” category includes right of use assets with a cost of $1,373 and $681 of accumulated depreciation as at March 31, 2026.

 

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16

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

11.
EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets were as follows:

 

 

 

Millennial Projects

 

Other Claims

 

Total

 

 

 

$

 

$

 

$

 

Total exploration and evaluation assets

 

 

 

 

 

 

 

As at December 31, 2024

 

 

342,409

 

 

1,385

 

 

343,794

 

Additions

 

 

229

 

 

-

 

 

229

 

Disposals

 

 

(3,009

)

 

-

 

 

(3,009

)

As at December 31, 2025

 

 

339,629

 

 

1,385

 

 

341,014

 

Additions

 

 

3

 

 

-

 

 

3

 

As at March 31, 2026

 

 

339,632

 

 

1,385

 

 

341,017

 

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

Pastos Grandes:

1.5% royalty on the gross operating revenues from production from certain Pastos Grandes claims, payable to the original vendors of the project; and
royalties to a maximum of 3% over net-back income, payable to the Salta Province.
12.
EQUITY-SETTLEABLE CONVERTIBLE NOTES

On December 6, 2021, the Company closed an offering (the “Offering”) of $225,000 aggregate principal amount of 1.75% Convertible Notes due in 2027 (the “Convertible Notes”, “Notes”, or “equity-settleable convertible notes”). On December 9, 2021, the initial purchasers under the Offering exercised in full their option to purchase up to an additional $33,750 aggregate principal amount of the Convertible Notes, increasing the total Offering size to $258,750.

The Convertible Notes represent financial instruments that include a debt host accounted for at amortized cost and conversion option and redemption option derivatives, which are separated from the debt host and accounted for at fair value with changes in fair value recorded in the statement of comprehensive loss. These derivatives are accounted for together as a single derivative when separated from the debt host.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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17

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

12.
EQUITY-SETTLEABLE CONVERTIBLE NOTES (continued)

 

 

 

Debt host

 

 

Convertible note derivative

 

 

Total

 

 

 

$

 

 

$

 

 

$

 

Convertible notes

 

 

 

 

 

 

 

 

 

As at December 31, 2024

 

 

207,829

 

 

 

608

 

 

 

208,437

 

Loss on change in fair value of convertible notes derivative

 

 

-

 

 

 

2,416

 

 

 

2,416

 

Accrued Interest

 

 

27,837

 

 

 

-

 

 

 

27,837

 

Interest payment

 

 

(2,454

)

 

 

-

 

 

 

(2,454

)

Reclassification of short-term accrued interest to short-term liability

 

 

(2,075

)

 

 

-

 

 

 

(2,075

)

As at December 31, 2025

 

 

231,137

 

 

 

3,024

 

 

 

234,161

 

Loss on change in fair value of convertible notes derivative

 

 

-

 

 

 

1,905

 

 

 

1,905

 

Accrued Interest

 

 

7,320

 

 

 

-

 

 

 

7,320

 

Interest payment

 

 

(189

)

 

 

-

 

 

 

(189

)

Reclassification of short-term accrued interest to short-term liability

 

 

(943

)

 

 

-

 

 

 

(943

)

As at March 31, 2026

 

 

237,325

 

 

 

4,929

 

 

 

242,254

 

 

The fair value of the derivative as at March 31, 2026, was estimated using a partial differential equation method with Monte Carlo simulation. The significant inputs used in the valuation were as follows:

Valuation input

 

Assumption

Share price

 

$6.68

Volatility

 

85%

Risk-free interest rate

 

3.70%

Expected dividend yield

 

0%

Credit spread

 

5.34%

 

The valuation of the embedded derivative is highly sensitive to changes in the Company’s share price and to the assumed volatility of the Company’s share price. A loss on change in fair value for the three months ended March 31, 2026, of $1,905 (2025 – gain of $439) was recognized in the consolidated statement of comprehensive income.

 

Interest expense for the three months ended March 31, 2026, of $7,320 (2025 – $6,582) was recognized as finance costs in the consolidated statement of comprehensive income.

The Convertible Notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the Convertible Notes would be convertible at the option of the holders and upon conversion, the Notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. As a result, the Company does not have the right to defer settlement of the Convertible Notes for more than 12 months after the end of the reporting periods and presents the Convertible Notes within its current liabilities.

 

 

 

 

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18

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

12.
EQUITY-SETTLEABLE CONVERTIBLE NOTES (continued)

The Convertible Notes are unsecured and accrue interest payable semi-annually in arrears at a rate of 1.75% per annum payable on January 15th and July 15th of each year, beginning on July 15, 2022. Prior to October 15, 2026, the Notes are convertible at the option of the holders during certain periods, upon the satisfaction of certain conditions including:

(i)
If the Notes’ trading price for any five consecutive trading day period was, on each day, less than 98% of the conversion value of such Notes;
(ii)
if the Company elects to (a) issue equity instruments to all holders of the Company’s common shares entitling them, for a period of not more than 45 calendar days after issue, to subscribe for or purchase common shares at a price per share that is less than the average reported sales prices of the common shares for the 10-trading day period ending the trading day before the announcement of such issuance of equity instruments; or (b) make a distribution to all holders of the Company’s common shares, whether such distribution is of assets, securities, or rights to purchase the Company’s securities, and has a per share value exceeding at least 10% of the trading price of the common shares on the date immediately preceding the announcement date of such distribution;
(iii)
upon the occurrence of certain significant business events;
(iv)
if, at any time after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), the last reported price of the Company’s common shares for at least 20 trading days (whether or not consecutive) during the last period of 30 trading days of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day (this has not occurred during the three months ended March 31, 2026); or,
(v)
upon a call for redemption by the Company, or upon the Company’s failure to pay the redemption price therefor.

Thereafter, the Convertible Notes will be convertible at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, the Convertible Notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof.

The Convertible Notes mature on January 15, 2027, unless earlier repurchased, redeemed or converted. The Company may not redeem the Convertible Notes prior to December 6, 2024, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes. After December 6, 2024, the Company has the right to redeem the Convertible Notes at its option in certain circumstances including:

(i)
on or after December 6, 2024, if the Company’s share price for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter is over 130% of the conversion price on each applicable trading day, at a redemption price equal to 100% of the principal plus accrued and unpaid interest; and
(ii)
if the Company becomes obligated to pay additional amounts as a result of its obligation to bear the cost of Canadian or non-Canadian withholding tax, if applicable.

 

 

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19

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

12.
EQUITY-SETTLEABLE CONVERTIBLE NOTES (continued)

Redemption can result in exercisability of the conversion option. Holders of Convertible Notes have the right to require the Company to repurchase their Convertible Notes upon the occurrence of certain events.

Pursuant to the indenture governing the terms of the Convertible Notes, as amended by a first supplemental indenture to reflect the name change of the Company in connection with the Separation and a second supplemental indenture to reflect the effects of the Continuation (the “Indenture”), the holders of the Convertible Notes, at their election, were permitted to surrender the Convertible Notes for conversion (i) into common shares of the Company during the approximate 30-trading day period prior to the closing of the Continuation and (ii) into common shares of the Company during the period from and after the closing of the Continuation until approximately the 35th trading day after the closing of the Continuation.

The Conversion Rate (as defined in the Indenture) for the Convertible Notes was initially 21.2307 common shares per $1,000 principal amount of the Convertible Notes. Pursuant to the terms and conditions of the Indenture, the Conversion Rate for the Convertible Notes was adjusted on October 17, 2023, to 52.6019 common shares of the Company per $1,000 principal amount of the Convertible Notes based on the trading prices of the Company’s common shares over the preceding 10-trading day period due to the Separation transaction. The Conversion Rate for the Convertible Notes was not adjusted as a result of the Continuation. None of the Convertible Notes were surrendered for conversion during the permitted conversion period in connection with the Continuation.

13.
SHARE CAPITAL AND EQUITY COMPENSATION

On January 23, 2025, the Company completed the Continuation from Canada to Switzerland. As a result of the Continuation, Lithium Argentina's shares were established with a nominal par value of $0.01 per share. The number of shares outstanding remained unchanged.

The share capital is fully paid-in, meaning that the entire issue price of the shares has been fully paid to Lithium Argentina. Lithium Argentina has one class of shares outstanding, being the Common Shares. The Common Shares are not convertible into shares of any other class or series.

Equity Incentive Plan

The Company has an equity incentive plan (the “Plan”) in accordance with the policies of the TSX whereby, from time to time at the discretion of the Board of Directors, eligible directors, officers, employees and consultants are awarded restricted share units (“RSUs”) and performance share units (“PSUs”) that, subject to a recipient’s deferral right in accordance with the Income Tax Act (Canada), convert automatically into common shares upon vesting. In addition, independent directors are awarded deferred share units (“DSUs”), generally as partial compensation for their services as directors. DSUs may be redeemed by directors for common shares upon retirement or termination from the Board. The Plan also permits the grant of incentive stock options exercisable to purchase common shares of the Company (“stock options”). The Plan is a “rolling plan” pursuant to which the aggregate number of common shares to be issued shall not exceed 8% of the outstanding shares from time to time.

Restricted Share Units

During the three months ended March 31, 2026, the Company granted 1,610 RSUs (2025 – 4,484) to its employees and consultants.

 

 

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20

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

13.
SHARE CAPITAL AND EQUITY COMPENSATION (continued)

The total estimated fair value of the RSUs granted was $12,436 (2025 – $12,425), based on the market value of the Company’s shares on the grant date. As at March 31, 2026, the total unamortized compensation cost related to unvested RSUs was $17,332 (December 31, 2025 – $8,678).

During the three months ended March 31, 2026, equity compensation expense related to RSUs of $3,734 was recognized (2025 – $2,514). A summary of changes to the number of outstanding RSUs is as follows:

 

 

 

Number of RSUs
(in 000's)

 

Balance, RSUs outstanding as at December 31, 2024

 

 

3,278

 

Converted into shares

 

 

(437

)

Granted

 

 

4,529

 

Forfeited

 

 

(6

)

Balance, RSUs outstanding as at December 31, 2025

 

 

7,364

 

Converted into shares

 

 

(1,197

)

Granted

 

 

1,610

 

Forfeited

 

 

(17

)

Balance, RSUs outstanding as at March 31, 2026

 

 

7,760

 

 

Deferred Share Units

During the three months ended March 31, 2026, the Company granted 116 DSUs (2025 – 324) with a total estimated fair value of $900 (2025 – $900). During the three months ended March 31, 2026, equity compensation expense related to DSUs of $900 was recognized (2025 – $900).

 

 

 

Number of DSUs
(in 000's)

 

Balance, DSUs outstanding as at December 31, 2024

 

 

641

 

Granted

 

 

324

 

Balance, DSUs outstanding as at December 31, 2025

 

 

965

 

Granted

 

 

116

 

Balance, DSUs outstanding as at March 31, 2026

 

 

1,081

 

Stock Options

During the three months ended March 31, 2026, no stock options were granted by the Company (2025 – none).

A summary of changes to outstanding stock options is as follows:

 

 

 

Number of Options
(in 000's)

 

Balance, stock options outstanding as at December 31, 2024

 

 

2,715

 

Balance, stock options outstanding as at December 31, 2025

 

 

2,715

 

Exercised

 

 

(90

)

Balance, stock options outstanding as at March 31, 2026

 

 

2,625

 

 

 

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21

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

13.
SHARE CAPITAL AND EQUITY COMPENSATION (continued)

 

As at March 31, 2026, there was $1,024 (December 31, 2025 – $1,368) of total unamortized compensation cost relating to unvested stock options. During the three months ended March 31, 2026, stock-based compensation expense related to stock options of $343 (2025 – $1,031) was recognized.

Performance Share Units

During the three months ended March 31, 2026, the Company did not grant any PSUs (2025 – none). As at March 31, 2026, there was no unamortized compensation cost relating to unvested PSUs (December 31, 2025 – $108). During the three months ended March 31, 2026, equity compensation expense related to PSUs of $108 was charged to operating expenses (2025 – $92).

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

 

Number of PSUs
(in 000's)

 

Balance, PSUs outstanding as at December 31, 2024

 

 

236

 

Converted into shares

 

 

(38

)

Balance, PSUs outstanding as at December 31, 2025

 

 

198

 

Converted into shares

 

 

(140

)

Balance, PSUs outstanding as at March 31, 2026

 

 

58

 

 

14.
RELATED PARTY TRANSACTIONS

Any transactions between the Company and its equity-accounted investees Sal de la Puna, Minera Exar, and Exar Capital are considered related party transactions (refer Note 5, 6, 7 and 8).

Minera Exar, one of the Company’s equity-accounted investees, has entered into the following transactions with companies controlled by the family of its Director, who is also a director of Lithium Argentina:
Option Agreement with Grupo Minero Los Boros S.A. dated March 28, 2016, for the transfer to Minera Exar of title to certain mining properties that comprise a portion of the Cauchari-Olaroz project. During the first quarter of 2026, the Company resumed discussions with Grupo Minero Los Boros regarding the agreed quarterly payment schedule, which had been suspended since August 2022. As a result, the fifth installment of $200 under the agreement was paid in the first week of February 2026.
No expenditures were incurred under the construction services contract for the Cauchari-Olaroz project with Magna Construcciones S.R.L. (“Magna”) for the three months ended March 31, 2026.
Service agreement with a consortium owned 49% by Magna. The agreement, entered into in Q1 2022, relates to the servicing of the evaporation ponds at Cauchari-Olaroz over a five-year term. For the three months ended March 31, 2026, transactions under this agreement totaled $4,810 (including VAT).
During the three months ended March 31, 2026, Exar Capital facilitated the purchase of certain materials and supplies on behalf of Minera Exar amounting to $7,894 (2025 – $12,666). These transactions are settled by Minera Exar upon delivery of the goods and receipt of supplier documentation.

 

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22

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

14.
RELATED PARTY TRANSACTIONS (continued)
During the three months ended March 31, 2026, Minera Exar repaid in full the loan receivable owing to PGCo, including accrued interest, totaling $72,015, comprising principal of $65,000 and accrued interest of $7,015 (Note 9).
During the three months ended March 31, 2026, Exar Capital repaid a portion of outstanding loan interest to the Company totaling $6,468 (Note 7).
During the three months ended March 31, 2026, the Company acquired $26,005 of Exar Capital loan receivables from Ganfeng (Note 7).

The amounts due by Minera Exar and Exar Capital to related parties arising from such transactions are unsecured, non-interest bearing and have no specific terms of payment.

Compensation of Key Management

Key management are the Company’s board of directors, and the executive management team. The remuneration of directors and members of the executive management team and amounts due as of March 31, 2026, were as follows:

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2026

 

2025

 

 

 

 

$

 

$

 

Share based compensation

 

 

 

4,502

 

 

4,054

 

Salaries, bonuses, benefits and directors' fees included in general & administrative expenses

 

 

 

970

 

 

848

 

Salaries, bonuses and benefits included in exploration expenditures

 

 

 

63

 

 

106

 

 

 

 

 

5,535

 

 

5,008

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

$

 

 

$

 

Total due to directors

 

 

101

 

 

 

101

 

 

15.
GENERAL AND ADMINISTRATIVE EXPENSES

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

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2026

 

2025

 

 

 

 

$

 

$

 

Salaries, benefits and directors' fees

 

 

 

3,314

 

 

1,954

 

Office and administration

 

 

 

510

 

 

783

 

Professional fees

 

 

 

845

 

 

748

 

Regulatory and filing fees

 

 

 

-

 

 

32

 

Travel

 

 

 

186

 

 

112

 

Investor relations

 

 

 

70

 

 

53

 

Depreciation

 

 

 

87

 

 

117

 

 

 

 

 

5,012

 

 

3,799

 

 

 

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23

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

16.
EXPLORATION AND EVALUATION EXPENDITURES

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

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

2025

 

 

 

Millennial Projects

 

Other

 

Total

 

Millennial Projects

 

Other

 

Total

 

 

 

$

 

$

 

$

 

$

 

$

 

$

 

Consulting and salaries

 

 

441

 

 

208

 

 

649

 

 

844

 

 

396

 

 

1,240

 

Permitting and environmental

 

 

-

 

 

-

 

 

-

 

 

26

 

 

-

 

 

26

 

Field supplies and other

 

 

50

 

 

-

 

 

50

 

 

167

 

 

-

 

 

167

 

Depreciation

 

 

34

 

 

-

 

 

34

 

 

41

 

 

-

 

 

41

 

Drilling and geological expenses

 

 

122

 

 

-

 

 

122

 

 

337

 

 

-

 

 

337

 

 

 

 

647

 

 

208

 

 

855

 

 

1,415

 

 

396

 

 

1,811

 

 

17.
FINANCE AND OTHER COSTS

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

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

2025

 

 

 

$

 

$

 

Interest on convertible notes

 

 

7,320

 

 

6,582

 

Other expenses

 

 

2,885

 

 

2

 

 

 

 

10,205

 

 

6,584

 

 

18.
FINANCE AND OTHER INCOME

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

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

2025

 

 

 

$

 

$

 

Interest on loans to Exar Capital

 

 

6,634

 

 

11,275

 

Interest on loans to Minera Exar

 

 

478

 

 

1,519

 

Interest on cash and cash equivalents

 

 

700

 

 

730

 

Other income

 

 

782

 

 

177

 

 

 

 

8,594

 

 

13,701

 

 

 

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24

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

19.
SEGMENTED INFORMATION

The Company is engaged in production, exploration and development of mineral properties in Argentina. Operating segments are reported in a manner consistent with the internal reporting to the executive leadership team who act as the operating decision-makers. The company has identified two operating segments which include Cauchari-Olaroz and Pastos Grandes Basin.

The Company’s reportable segments and corporate assets are summarized in the following tables:

 

 

Cauchari-
Olaroz
$

 

Pastos Grandes Basin
$

 

Corporate
$

 

Total
$

 

As at March 31, 2026

 

 

 

 

 

 

 

 

Property, plant and equipment

 

-

 

 

8,410

 

 

842

 

 

9,252

 

Exploration and evaluation assets

 

-

 

 

341,002

 

 

15

 

 

341,017

 

Total assets

 

458,193

 

 

535,411

 

 

165,802

 

 

1,159,406

 

Total liabilities

 

-

 

 

(3,363

)

 

(322,644

)

 

(326,007

)

For the three months ended March 31, 2026

 

 

 

 

 

 

 

 

Property, plant and equipment additions

 

-

 

 

-

 

 

-

 

 

-

 

Income/(loss)

 

22,068

 

 

(1,305

)

 

(13,286

)

 

7,477

 

Exploration expenditures

 

-

 

 

(774

)

 

(81

)

 

(855

)

Depreciation

 

-

 

 

(34

)

 

(88

)

 

(122

)

Interest expense

 

-

 

 

-

 

 

(7,320

)

 

(7,320

)

 

 

Cauchari-
Olaroz
$

 

Pastos Grandes Basin
$

 

Corporate
$

 

Total
$

 

As at December 31, 2025

 

 

 

 

 

 

 

 

Property, plant and equipment

 

-

 

 

8,444

 

 

930

 

 

9,374

 

Exploration and evaluation assets

 

-

 

 

340,999

 

 

15

 

 

341,014

 

Total assets

 

409,762

 

 

606,805

 

 

83,213

 

 

1,099,780

 

Total liabilities

 

-

 

 

(14,869

)

 

(267,978

)

 

(282,847

)

For the three months ended March 31, 2025

 

 

 

 

 

 

 

 

Property, plant and equipment additions

 

-

 

 

-

 

 

-

 

 

-

 

Loss

 

(481

)

 

(161

)

 

(6,528

)

 

(7,170

)

Exploration expenditures

 

-

 

 

(1,676

)

 

(135

)

 

(1,811

)

Depreciation

 

-

 

 

(37

)

 

(80

)

 

(117

)

Interest expense

 

-

 

 

-

 

 

(6,584

)

 

(6,584

)

 

 

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25

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

19.
SEGMENTED INFORMATION (continued)

The Company’s non-current assets are segmented geographically as follows:

 

 

 

Canada
$

 

 

Argentina
$

 

 

Total
$

 

Non-current assets (1)

 

 

 

 

 

 

 

 

 

As at March 31, 2026

 

 

308

 

 

 

465,392

 

 

 

465,700

 

As at December 31, 2025

 

 

343

 

 

 

443,408

 

 

 

443,751

 

 

1 Non-current assets attributed to geographical locations exclude financial and other assets.

20.
INCOME TAXES

In January 2025, the Company completed its corporate continuation from Canada to Switzerland. As a result, the corporate headquarters is subject to Swiss taxation, and Canadian tax losses and other Canadian tax attributes are no longer available to offset future taxable income at the corporate level. The Company continues to be subject to income taxes in other jurisdictions through its subsidiaries.

As at March 31, 2026, the Company recognized a deferred tax asset of $11 related to a Canadian subsidiary. During the three months ended March 31, 2026, the Company recognized a deferred tax recovery of $431 related to an Argentine subsidiary, which resulted in the full reversal of the deferred tax liability recognized as at December 31, 2025.

 

21.
FINANCIAL INSTRUMENTS

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

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

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

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

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

 

 

 

Fair value hierarchy

 

 

 

Financial instruments

 

 

Convertible notes - embedded derivative

 

Level 2

 

 

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26

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

21.
FINANCIAL INSTRUMENTS (continued)

The embedded derivative associated with the Convertible Notes (Note 12) is measured at fair value on a recurring basis and is classified within Level 2 as the valuation is based on observable market inputs, including the Company’s quoted share price, observable volatility, risk-free interest rates and market derived credit spread.

The long-term receivable from JEMSE (Note 6) was measured at fair value upon initial recognition and is subsequently accounted for at amortized cost. The fair value at initial recognition was determined using unobservable inputs, including assumptions regarding the timing of future cash flows of Minera Exar and the applicable discount rate, and is classified within Level 3 of the fair value hierarchy.

The Company’s financial assets and financial liabilities measured at amortized cost include cash and cash equivalents, receivables from purchasers for lithium carbonate, loans to Exar Capital, other receivables, accounts payable and accrued liabilities, payable to Minera Exar for lithium carbonate purchases, and the debt host component of the Convertible Notes.

As at March 31, 2026, the fair value of such financial instruments measured at amortized cost approximated their carrying value.

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

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, receivables from Ganfeng for purchases of lithium carbonate, long-term receivable from JEMSE, and receivables related to loans advanced to Exar Capital (refer Note 6, 7, and 8).

The Company’s maximum exposure to credit risk for cash, cash equivalents, receivables, long-term receivable from JEMSE, and loans to Exar Capital is the amount disclosed in the consolidated statements of financial position. The Company limits its exposure to credit loss on cash and cash equivalents by placing its cash and cash equivalents with major financial institutions and investing in only short-term obligations, with expected credit losses on cash and cash equivalents estimated to be de minimis. As of March 31, 2026, the Company held its cash and cash equivalents with three financial institutions, improving diversification and enhancing overall liquidity management.

The Company has assessed the creditworthiness of this institution and believes that the risk of default is minimal, given its credit rating.

The Company actively monitors credit exposure to Minera Exar and Exar Capital, which are related parties involved in the Cauchari-Olaroz Project. Management reviews their financial position regularly and, given the strategic nature of these relationships and the support from project partners, ensures that credit risk on these balances is maintained at acceptable levels.

 

 

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27

 

 


LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

21.
FINANCIAL INSTRUMENTS (continued)

The Company performed an expected credit loss assessment on its loans to Exar Capital as at March 31, 2026. Based on this assessment, management concluded that the expected credit losses were insignificant and, accordingly, no expected credit loss was recognized.

The Company and its subsidiaries and investees, including Minera Exar, may from time to time make short term investments in Argentine government securities, financial instruments guaranteed by Argentine banks, and other Argentine securities. These investments may or may not result in short-term gains or losses.

The Central Bank of Argentina maintains certain currency controls that limit the Company's ability to remit cash to and from Argentina. Blue Chip Swap transactions effectively allow companies to transfer U.S. dollars into and out of Argentina at market exchange rates. The Company used this mechanism to transfer funds to and out of Argentina, which resulted in a foreign exchange gain or loss due to the difference between the Blue Chip Swap market rate and the official Argentine Central Bank rate.

Liquidity Risk (refer to Note 1 for additional details)

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions, in order to estimate and maintain sufficient cash and cash equivalent reserves to meet liquidity requirements in both the short and long term. The Company prepares annual budgets, which are regularly monitored and updated as necessary.

In March 2026, the Company entered into a six-year $130,000 debt facility with Ganfeng bearing interest at SOFR plus 2.5% (the “Debt Facility”). The Debt Facility is secured by the Company’s equity interest in a proposed joint venture between the Company and Ganfeng intended to consolidate their respective interests in the Pozuelos-Pastos Grandes and Sal de la Puna lithium brine projects located in Salta, Argentina (the “New JV”). The Debt Facility may be prepaid without penalty and is available to refinance existing corporate debt.

Under the terms of the Debt Facility, the earliest drawdown date is Q4 2026. Following drawdown, if the Company receives distributions from Minera Exar exceeding $20,000 in any fiscal year, it must apply 50% of the excess toward repayment of the Debt Facility. The Company has agreed to allocate up to 50% of its offtake from the initial development phase of the New JV, capped at 6,000 tonnes per annum of lithium carbonate equivalent, to Ganfeng at market prices.

As at March 31, 2026, the Company had a cash and cash equivalents balance of $97,433 and receivables from purchasers for lithium carbonate of $65,588 to settle current liabilities of $82,321 (excluding equity-settleable convertible notes). The following table summarizes the contractual maturities of the Company’s financial liabilities on an undiscounted basis:

 

 

Years ending December 31,

 

 

 

2026

 

2027 and later

 

Total

 

 

 

$

 

$

 

$

 

Convertible senior notes

 

 

2,264

 

 

261,014

 

 

263,278

 

Accounts payable and accrued liabilities

 

 

81,045

 

 

-

 

 

81,045

 

Obligations under office leases¹

 

 

215

 

 

460

 

 

675

 

Total

 

 

83,524

 

 

261,474

 

 

344,998

 

¹Include principal and interest/finance charges.

 

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LITHIUM ARGENTINA AG

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

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

 

21.
FINANCIAL INSTRUMENTS (continued)

The Convertible Notes were classified as current liabilities as at March 31, 2026, since the Notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the Notes would be convertible at the option of the holders and upon conversion, the Notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof (Note 12). The Convertible Notes mature on January 15, 2027, which is less than twelve months of the issuance date of these financial statements.

The above table summarizes the contractual maturities as at March 31, 2026, with respect to the Convertible Notes assuming such conditions will not be satisfied before the due date.

Market Risk

Market risk encompasses a range of risks. Movement in risk factors, such as market price risk, the Company’s share price, and currency risk, can affect the fair values of financial assets and liabilities. The Company is exposed to foreign currency risk, as described below.

Foreign Currency Risk

The Company’s operations in foreign countries are subject to currency fluctuations, which may affect its financial results.

The Company and its subsidiaries and associates have a US dollar functional currency, and it incurs expenditures in Canadian dollars (“CDN$”), Argentine Pesos (“ARS$”), Swiss francs (“CHF”) and US$, with the majority of the expenditures being incurred in US$ by the Company’s subsidiaries and investees. As at March 31, 2026, the Company did not hold significant amounts of cash and cash equivalents denominated in CDN$, ARS$, and CHF.

22.
SUBSEQUENT EVENT
Subsequent to March 31, 2026, in May 2026, Exar Capital repaid a portion of outstanding loan interest to the Company amounting to $6,468.

 

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