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

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).