DRS

Submitted on a confidential basis on March 7, 2023

CONFIDENTIAL TREATMENT REQUESTED

This draft registration statement has not been filed publicly with the U.S. Securities and Exchange

Commission and all information contained herein remains confidential.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable

For the transition period from       to      

Commission file number: [  ]

1397468 B.C. Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English)

British Columbia

(Jurisdiction of incorporation or organization)

300 - 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5

(Address of principal executive offices)

Eduard Epshtein

300 - 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5

Telephone: +1 (778) 656 5811

Facsimile: [●]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol(s)	Name of exchange on which registered
Common Shares without par value	LAC	Toronto Stock Exchange New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: Not applicable.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ☐ Yes  ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☐ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☐ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐	Non-accelerated filer ☒
		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.⁽¹⁾  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).⁽¹⁾  ☐

⁽¹⁾Check boxes are blankuntil we are required to have a recovery policy under the applicable listing standard of the New York Stock Exchange.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board  ☒ Other  ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 ☐ Item 17  ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 ☐ Yes  ☐ No

TABLE OF CONTENTS

		Page
PART I		4
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	4
ITEM 3.	KEY INFORMATION	4
ITEM 4.	INFORMATION ON THE COMPANY	20
ITEM 4A.	UNRESOLVED STAFF COMMENTS	61
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	62
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	68
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	71
ITEM 8.	FINANCIAL INFORMATION	72
ITEM 9.	THE OFFER AND LISTING	72
ITEM 10.	ADDITIONAL INFORMATION	73
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	88
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	88
PART II		89
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	89
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	89
ITEM 15.	CONTROLS AND PROCEDURES	89
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	89
ITEM 16B.	CODE OF ETHICS	89
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	89
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	89

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	89
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	89
ITEM 16G.	CORPORATE GOVERNANCE	89
ITEM 16H.	MINE SAFETY DISCLOSURE	89
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	89
PART III		90
ITEM 17.	FINANCIAL STATEMENTS	90
ITEM 18.	FINANCIAL STATEMENTS	90
ITEM 19.	EXHIBITS	90

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This registration statement on Form 20-F contains certain forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

In particular, this registration statement contains forward-looking information, including, without limitation, with respect to the following matters or the Company's expectations relating to such matters: development of the Thacker Pass Project, including timing, progress, approach, continuity or change in plans, construction, commissioning, milestones, anticipated production and results thereof and expansion plans; anticipated timing to resolve, and the expected outcome of, any complaints or claims made or that could be made concerning the environmental permitting process in the United States for the Thacker Pass Project; capital expenditures and programs; estimates, and any change in estimates, of the Mineral Resources and Mineral Reserves at the Thacker Pass Project; development of Mineral Resources and Mineral Reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of Mineral Resources and Mineral Reserves estimates, including whether certain Mineral Resources will ever be developed into Mineral Reserves and information and underlying assumptions related thereto; the timing and amount of future production; currency exchange and interest rates; the Company's ability to raise capital; expected expenditures to be made by the Company on the Thacker Pass Project; ability to produce high purity battery grade lithium products; settlement of agreements related to the operation and sale of mineral production as well as contracts in respect of operations and inputs required in the course of production; the timing, cost, quantity, capacity and product quality of production at the Thacker Pass Project; results of the Company's engineering, design and permitting program at the Thacker Pass Project; successful development of the Thacker Pass Project, including successful results from the Company's testing facility and third-party tests related thereto; capital costs, operating costs, sustaining capital requirements, after tax net present value and internal rate of return, payback period, sensitivity analyses, and net cash flows of the Thacker Pass Project; the Company's expected capital expenditures for the construction of the Thacker Pass Project; ability to achieve capital cost efficiencies; expectations and anticipated impact of the COVID-19 pandemic; the GM Transaction and the potential for additional partnership and financing scenarios for the Thacker Pass Project; the expected timetable for completing Tranche 2 of the GM Transaction; the ability of the Company to complete Tranche 2 of the GM Transaction on the terms and timeline anticipated, or at all; the receipt of shareholder and required stock exchange and regulatory approvals and court rulings, and the securing of sufficient funding to complete the development of Phase 1 of the Thacker Pass Project, required for Tranche 2 of the GM Transaction; the expected benefits of the GM Transaction; the expected timetable for completing the Separation; the ability of the Company to complete the Separation on the terms and timeline anticipated, or at all; the receipt of board of directors, shareholder and required third party, court, tax, stock exchange and regulatory approvals required for the Separation; the expected holdings and assets of Company following the Separation; the expected benefits of the Separation for the Company and the Company's shareholders and other stakeholders; and the strategic advantages, future opportunities and focus of the Company as a result of the Separation.

The forward-looking statements in this registration statement are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in "Item 3. Key Information - D. Risk Factors." Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:             

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• ability of the Company to fund, advance and develop the Thacker Pass Project (as defined herein) and produce battery grade lithium;
• the respective benefits and impacts of the Thacker Pass Project when production operations commence;
• settlement of agreements related to the operation and sale of mineral production as well as contracts in respect of operations and inputs required in the course of production;
• the Company's ability to operate in a safe and effective manner, and without material adverse impact from the effects of climate change or severe weather conditions;
• uncertainties relating to receiving and maintaining mining, exploration, environmental and other permits or approvals in Nevada;
• demand for lithium, including that such demand is supported by continued growth in the electric vehicle market;
• current technological trends;
• the impact of increasing competition in the lithium business, and the Company's competitive position in the industry;
• continuing support of local communities and the Fort McDermitt Paiute and Shoshone Tribe (the "Tribe") for the Thacker Pass Project, continuing constructive engagement with these and other stakeholders, and any expected benefits of such engagement;
• the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates;
• impacts of inflation, currency exchange rates, interest rates and other general economic and stock market conditions;
• the impact of unknown financial contingencies, including litigation costs, environmental compliance costs and costs associated with the impacts of climate change, on the Company's operations;             
• estimates of and unpredictable changes to the market prices for lithium products;
• development and construction costs for the Thacker Pass Project, and costs for any additional exploration work at the project;
• estimates of Mineral Resources and Mineral Reserves, including whether certain Mineral Resources will ever be developed into Mineral Reserves;
• reliability of technical data;
• anticipated timing and results of exploration, development and construction activities, including the impact of ongoing supply chain disruptions and availability of equipment and supplies on such timing;
• timely responses from governmental agencies responsible for reviewing and considering the Company's permitting activities at the Thacker Pass Project;
• availability of technology, including low carbon energy sources and water rights, on acceptable terms to advance the Thacker Pass Project;
• the Company's ability to obtain additional financing on satisfactory terms or at all, including the outcome of LAC's U.S. Department of Energy loan application;
• government regulation of mining operations and M&A activity, and treatment under governmental, regulatory and taxation regimes;
• ability to realize expected benefits from investments in or partnerships with third parties;
• accuracy of development budgets and construction estimates;
• changes to the Company's current and future business plans and the strategic alternatives available to the Company; and
• other factors discussed in "Item 3. Key Information - D. Risk Factors."

Should one or more of the foregoing risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

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EXPLANATORY NOTE

The Separation

1397468 B.C. Ltd. ("the Company") was incorporated by Lithium Americas Corp. ("LAC") under the laws of British Columbia, as part of a reorganization of LAC, a public company listed on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange (the "NYSE"),  that will result in the separation of LAC's North American and Argentina business units into two independent public companies (the "Separation") that include: (i) an Argentina focused lithium company owning LAC's current interest in its Argentine lithium assets, including the near-production Cauchari-Olaroz Project, which will be named "[●]" upon completion of the Separation ("Remainco"), and (ii) the Company, a North America focused lithium company owning the Thacker Pass Project (as defined below) and LAC's North American investments, which will be re-named "Lithium Americas Corp." upon completion of the Separation.

The Separation is to be implemented by way of a plan of arrangement under the laws of British Columbia (the "Arrangement") pursuant to an arrangement agreement to be entered into between the Company and LAC. Under the Arrangement, LAC will, among other things, contribute its interest in the Thacker Pass lithium project property located in Humboldt County, Nevada (the "Thacker Pass Project"), LAC's North American investments in the shares of certain companies, certain intellectual property rights and cash (collectively, the "Spin-Out Business") to the Company and the Company will distribute its common shares (the "Common Shares") to shareholders of LAC ("LAC Shareholders") in a series of share exchanges. The "Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project Humboldt County, Nevada, USA" with an effective date of December 31, 2022 (the "Thacker Pass 1300 Report") is filed as Exhibit 15.1 to this registration statement.

The Separation will be pro rata to the LAC Shareholders, such that holders will maintain the same proportionate interest in LAC (which will be Remainco after the Separation) and in the Company both immediately before and immediately after the Separation. More specifically, LAC Shareholders will receive, for every one common share in the capital of LAC (each, a "LAC Common Share") owned immediately before the effective time of the Arrangement (the "Arrangement Effective Time"), one common share of Remainco (the "Remainco Common Shares") and one Common Share of the Company, upon submitting the share certificates or direct registration statements representing the LAC Common Shares and a letter of transmittal to a depositary appointed by LAC within three years following the effective date of the Arrangement. Fractional Common Shares will not be distributed pursuant to the Arrangement. Instead, the number of any such shares to be issued to LAC Shareholders will be rounded down to the nearest whole share in the event that any LAC Shareholder is entitled to a fractional share representing less than a whole share. Incentive securities of LAC outstanding immediately before the Arrangement Effective Time will be exchanged for one equivalent incentive security of Remainco and one of the Company, subject to adjustment, as described in more detail under "Item 9.B - Compensation".

Under this registration statement on Form 20-F, the Company is applying to register its Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to apply to have its Common Shares listed on the TSX and the NYSE under the ticker symbol "LAC". There is no assurance that the TSX or NYSE will approve the Company's listing applications. The listing of the Common Shares will be subject to the Company fulfilling all of the requirements of the TSX and the NYSE, respectively. Upon consummation of the Separation and the successful listing of the Common Shares on the TSX and the NYSE, the Company and LAC will be independent publicly traded companies with separate boards of directors and management, although, at the time of the Separation, certain of the directors and officers of the LAC will hold similar positions at the Company.

The financial statements presented in this registration statement are carve-out financial statements derived from LAC's consolidated historical financial statements. The carve-out financial statements in this registration statement include audited carve-out financial statements of the Spin-Out Business for the fiscal years ended December 31, 2021 and 2020. The Company has no assets, liabilities or operations prior to the completion of the Separation.

Unless otherwise indicated or required by the context in this registration statement, the Company's disclosure assumes that the consummation of the Separation has occurred. Although the Company will not acquire the Spin-Out Business until the Separation is effective pursuant to the Arrangement, the operating and other statistical information with respect to the business is presented as of and for the years ended December 31, 2021 and 2020, unless otherwise indicated, as if the Company owned such business as of such date.

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PART I

Unless the context otherwise requires, as used in this registration statement, the terms "Company," "we," "us," and "our" refer to 1397468 B.C. Ltd. and any or all of its subsidiaries, and "1397468 B.C. Ltd." refers only to 1397468 B.C. Ltd. and not to its subsidiaries. References in this registration statement to "LAC" refer to Lithium Americas Corp.

Unless otherwise indicated, all references to "U.S. dollars," "dollars," "U.S. $" and "$" in this registration statement are to the lawful currency of the United States of America.

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

For information regarding our directors and senior management, see "Item 6. Directors, Senior Management and Employees - A. Directors and Senior Management."

B. Advisers

Not applicable.

C. Auditors

Our auditors are PricewaterhouseCoopers LLP, Chartered Professional Accountants.

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

The following table sets forth our consolidated capitalization and indebtedness as of December 31, 2022.  The financial data included herein is derived from the Spin-Out Business, also known as LAC North America, the financial statements of which have been prepared in accordance with IFRS. This table should be read in conjunction with "Item 5. Operating and Financial Review and Prospects", the audited carve-out financial statements and other information provided in this registration statement. As part of the Separation, it is expected that LAC will transfer $[●] million to the Company amongst other assets.

(All figures in U.S. dollars, except for share amounts)	As of December 31, 2022, actual
Cash and cash equivalents	[●]
Debt	[●]
Total debt	[●]
Equity	[●]
Share Capital	[●]
Contributed Surplus	[●]
Accumulated deficit	[●]
Net parent investment	[●]
LAC equity, net	[●]
Total capitalization	[●]

4

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

You should carefully consider the risks described below, together with all of the other information included in this Form 20-F, in evaluating the Company and its Common Shares. The following risk factors could adversely affect the Company's business, financial condition, results of operations and the price of the Common Shares.

In this section "Risk Factors", references to the "Company" are to the Company, and/or as applicable, LAC prior to the Separation as it relates to the Company following the Separation and the Spin-Out Business.

Risks Relating to the Company and the Spin-Out Business

The demand for lithium and the growth of the lithium market are uncertain.

The development of lithium operations at the Thacker Pass Project is highly dependent upon the currently projected demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development of the Thacker Pass Project, its potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects.

The Company may be unable to complete the development of the Thacker Pass Project.

The Company's business strategy depends in substantial part on developing the Thacker Pass Project into a commercially viable mine and chemical manufacturing facility. Whether a mineral deposit will be commercially viable depends on numerous factors, including: the attributes of the deposit, such as size and grade; proximity to available infrastructure; economics for new infrastructure; market conditions for battery-grade lithium products; processing methods and costs; and government permitting and regulations.

On February 6, 2023, the Company received a favorable ruling from the US District Court, District of Nevada (the "Federal District Court") in respect of the appeal of the issuance of the Record of Decision (the "ROD") for the Thacker Pass Project. The Federal District Court declined to vacate the ROD for the Thacker Pass Project, ordered the U.S. Department of the Interior Bureau of Land Management (the "BLM") to determine whether the Company possesses adequate mining-claim rights to the lands over the area designated for waste storage and tailings and did not impose any restrictions expected to impact the construction timeline of the Thacker Pass Project. The Company commenced construction activities, including site preparation, geotechnical drilling, water pipeline development and associated infrastructure after having selected an engineering, procurement and construction management firm to develop and execute the construction plan for the Thacker Pass Project. The Company is also focused on the development of a North American supply chain, and continues to progress the U.S. Department of Energy Advanced Technology Vehicles Manufacturing Loan ("ATVM Loan") program application.

5

There are many additional factors that could impact the project's development, including terms and availability of financing, cost overruns, litigation or administrative appeals concerning the project, delays in development, and any permitting changes, among other factors. The Thacker Pass Project is also subject to the development and operational risks described elsewhere in this registration statement. Accordingly, there can be no assurance that the Company will complete development of the Thacker Pass Project as currently contemplated, or at all. If the Company is unable to develop the Thacker Pass Project into a commercial operating mine, its business and financial condition could be materially adversely affected.

There is no assurance as to the outcome of the Company’s application to the DOE for funding to be used at the Thacker Pass Project through the ATVM Loan program.

The DOE’s invitation to enter into confirmatory due diligence and term sheet negotiations is not an assurance that DOE will offer a term sheet to the applicant, or that the terms and conditions of any term sheet will be consistent with the terms proposed by the applicant. The outcome of the Company’s application to the DOE for funding to be used at the Thacker Pass Project through the ATVM Loan program is wholly dependent on the results of DOE advanced due diligence and DOE’s determination whether to proceed, and there can be no assurances as to the outcome of such due diligence review, whether the DOE will determine to proceed and as to the terms and conditions of any term sheet that may be offered, if any.

The ability to generate profitable operations on the Thacker Pass Project will be significantly affected by changes in the market price of lithium-based end products.

The ability to generate profitable operations on the Thacker Pass Project, if and to the extent the project is developed and enter commercial operation, will be significantly affected by changes in the market price of lithium-based end products, such as lithium carbonate and lithium hydroxide. The market price of these products fluctuates widely and is affected by numerous factors beyond the Company's control, including world supply and demand, pricing characteristics for alternate energy sources such as oil and gas, government policy and laws, interest rates, the rate of inflation and the stability of currency exchange rates. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. Furthermore, the price of lithium products is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the products produced from the Company's projects do not meet battery-grade quality and/or do not meet customer specifications, pricing will be reduced from that expected for battery-grade products. In turn, the availability of customers may also decrease. The Company may not be able to effectively mitigate against pricing risks for its products. Depressed pricing for the Company's products will affect the level of revenues expected to be generated by the Company, which in turn could affect the value of the Company, its share price and the potential value of its properties.

There can be no certainty that current permits will be maintained, permitting changes such as changes to the mine plan or increases to planned capacity will be approved, or additional local, state or provincial permits or approvals required to carry out development and production at the Thacker Pass Project will be obtained, projected timelines for permitting decisions to be made will be met, or the projected costs of permitting will be accurate.

Although the Company has obtained all key permits for the Thacker Pass Project for an initial stage of development, there can be no certainty that current permits will be maintained, permitting changes such as changes to the mine plan or increases to planned capacity will be approved, or additional local, state or provincial permits or approvals required to carry out development and production at the Thacker Pass Project will be obtained, projected timelines for permitting decisions to be made will be met, or the projected costs of permitting will be accurate.

In addition, there is the risk that existing permits will be subject to challenges of regulatory administrative process, and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. Such issues could impact the expected development timelines of the Company's Thacker Pass Project and consequently have a material adverse effect on the Company's prospects and business.

The processes contemplated by the Company for production of lithium carbonate from a sedimentary deposit such as that of the Thacker Pass Project have not yet been demonstrated at commercial scale.

The processes contemplated by the Company for production of lithium carbonate from a sedimentary deposit such as that of the Thacker Pass Project have not previously been demonstrated at commercial scale. To mitigate this risk, the Company developed the Lithium Technical Development Center in Reno, Nevada ("LiTDC"), a new integrated process testing facility in Reno, Nevada to test the process chemistry. The LiTDC continues to operate based on the Thacker Pass Project flowsheet processing raw ore to final battery-quality lithium carbonate to produce product samples for potential customers and partners. The results of ongoing test work to de-risk each step of the flowsheet continue to be in line with expectations.  However, there are risks that the process chemistry will not be demonstrated at scale, efficiencies of recovery and throughput capacity will not be met, or that scaled production will not be cost effective or operate as expected. In addition, the novel nature of the deposit could result in unforeseen costs, additional changes to the process chemistry and engineering, and other unforeseen circumstances that could result in additional delays to develop the project or increased capital or operating costs from those estimated in the Thacker Pass TR (as defined below) and the Thacker Pass 1300 Report, which could have a material adverse effect on the development of the Thacker Pass Project.

6

The Company may be subject to geopolitical risks.

The Company's business is international in scope, with its incorporating jurisdiction and head office located in Canada, its projects located in the United States and Ganfeng Lithium Co., Ltd. ("Ganfeng"), a significant shareholder of the Company, based in China. Changes, if any, in mining, investment or other applicable policies or shifts in political attitude in any of the jurisdictions in which the Company operates, or towards such political jurisdictions, may adversely affect the Company's operations or profitability and may affect the Company's ability to fund its ongoing expenditures at its projects. Further, in recent years there has been a substantial increase in political tensions among many jurisdictions, including between the United States and China. This political tension is particularly acute in respect of lithium, which has been identified as a 'critical mineral' in these jurisdictions and is the subject of increasingly active industrial policy.

More specifically, as a result of increased concerns around global supply chains, the lithium industry has become subject to increasing political involvement, including in the United States and Canada. This reflects the critical role of lithium as an input in the development of batteries for the burgeoning transition to electric vehicles in the automotive industry, combined with worldwide supply constraints for lithium production and geopolitical tensions between Western countries such as the United States and Canada on the one hand and China on the other, arising from the dominant role of China in the production of inputs for the battery industry. The resulting political involvement appears to be evolving into a form of industrial policy by several governments, including those of Canada and the United States, in which they employ steps to encourage the development of domestic supply such as tax incentives and low-interest loans to domestic and other Western actors, as well as undertake steps to discourage the involvement of participants from non-Western countries, including the expansion of legal oversight and an expansion of the scope of discretionary authority under laws and regulations to impose restrictions on ownership, influence and investment. These factors are of particular relevance to the Company, with its Canadian incorporation and predominant connection to Canada and the US through its stock exchange listings, shareholder base and board composition, while at the same time having a historical connection with Chinese-based Ganfeng as a significant shareholder. This evolving industrial policy is resulting in benefits to the Company as a result of its connection to Canada and the US, including the prospect of tax incentives and, potentially, financial support being made available for the development of the Thacker Pass Project. The Company is also having to manage the more restrictive aspects of this increased government involvement, which is expected to result in limitations on the extent to which the Company will be able to undertake business operations with non-Western parties and limitations on ownership and influence of non-Western parties in its business. The Company has and intends to continue to fully comply with legislation and policies in all jurisdictions where it operates, including steps under this policy. At this time, the Company does not believe that any of these steps will result in a substantive adverse change to its business or operations, but does expect that over time it will result in some internal changes within the Company and constrain its ability to undertake business opportunities with actors from non-Western countries.

Changes in mining, investment or other applicable policies or shifts in political attitude may adversely affect the Company's operations.

The Company wholly-owns a mineral property in the United States. Changes, if any, in mining, investment or other applicable policies or shifts in political attitude in any of the jurisdictions in which the Company operates, or towards such political jurisdictions, may adversely affect the Company's operations or profitability and may affect the Company's ability to fund its ongoing expenditures at its projects. Regardless of the economic viability of the properties in which the Company holds interests, and despite being beyond the Company's control, such political changes could have a substantive impact on the Company that may prevent or restrict mining of some or all of any deposits on the Company's properties, including the financial results therefrom.

7

The Company has no history of mining operations.

The Company has no prior history of completing the development of a mining project or conducting mining operations. The future development of properties found to be economically feasible will require the construction and operation of mines, processing plants and related infrastructure. While certain members of management have mining development and operational experience, the Company does not have any such experience as a collective organization. As a result of these factors, it is difficult to evaluate the Company's prospects, and the Company's future success is more uncertain than if it had a proven history.

The Company's activities may not result in profitable mining operations.

The Company is and will continue to be subject to all risks inherent with establishing new mining operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of the receipt of those approvals, licenses and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including changes in the costs of fuel, power, labour, contractors, materials, supplies and equipment.

It is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and mine start-up. In addition, delays in the early stages of mineral production often occur. Accordingly, the Company cannot provide assurance that its activities will result in profitable mining operations at its mineral properties.

Capital costs, operating costs, production and economic returns, and other estimates may differ significantly from those anticipated by the Company's current estimates.

Feasibility studies and other mining studies, including the study for the Thacker Pass Project, are inherently subject to uncertainties. Capital costs, operating costs, production and economic returns, and other estimates may differ significantly from those anticipated by the Company's current estimates, and there can be no assurance that the Company's actual capital, operating and other costs will not be higher than currently anticipated. The Company's actual costs and production may vary from estimates for a variety of reasons, including, but not limited to: lack of availability of resources or necessary supplies or equipment; inflationary pressures flowing from global supply chain shortages and increased transportation costs and other international events, which in turn are causing increased costs for supplies and equipment; increasing labor and personnel costs; unexpected construction or operating problems; cost overruns; lower than expected realized lithium prices; lower than expected ore grade; revisions to construction plans; risks and hazards associated with mineral production; natural phenomena; floods; droughts or water shortages; unexpected labour shortages or strikes; general inflationary pressures and interest and currency exchange rates. Many of these factors are beyond the Company's control and could have a material effect on the Company's operating cash flow, including the Company's ability to service its indebtedness.

The Company's operations are subject to all of the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties.

The Company's operations are subject to all of the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties. The Company has implemented comprehensive health and safety measures designed to comply with government regulations and protect the health and safety of the Company's workforce in all areas of its business. The Company also strives to comply with environmental regulations in its operations. Nonetheless, mineral exploration, development and exploitation involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Unusual or unexpected formations, formation pressures, fires, power outages, shutdowns due to equipment breakdown or failure, aging of equipment or facilities, unexpected maintenance and replacement expenditures, human error, labour disruptions or disputes, inclement weather, higher than forecast precipitation, flooding, shortages of water, explosions, releases of hazardous materials, deleterious elements materializing in mined resources, tailings impoundment failures, cave-ins, slope and embankment failures, landslides, earthquakes, industrial accidents and explosions, protests and other security issues, and the inability to obtain adequate machinery, equipment or labor due to shortages, strikes or public health issues such as pandemics, are some of the risks involved in mineral exploration and exploitation activities, which may, if as either a significant occurrence or a sustained occurrence over a significant period of time, result in a material adverse effect. The Company expects to rely on third-party owned infrastructure in order to successfully develop and operate its projects, such as power, utility and transportation infrastructure. Any failure of this infrastructure without adequate replacement or alternatives may have a material impact on the Company.

8

Ore grade or type (i.e. smectite vs. illite) at the Thacker Pass Project may be lower quality than expected, which may result in actual production levels being lower than nameplate capacity.

Changes to government laws and regulations may affect the development of the Thacker Pass Project.

Changes to government laws and regulations may affect the development of the Thacker Pass Project. Such changes could include laws relating to taxation, royalties, the repatriation of profits, restrictions on production, export controls, environmental, biodiversity and ecological compliance, mine development and operations, mine safety, permitting and numerous other aspects of the business.

The Company is experiencing heightened incidences of regulatory review in respect of its business operations and transactions, which could result in disruptions to the orderly course of business operations.

The Company is experiencing heightened incidences of government-related regulatory review in respect of its business operations and transactions, which it believes is attributable in large part to government policy toward the critical minerals sector, geopolitical competition among Western and non-Western governments and the multijurisdictional nature of the Company, including in particular the interconnections between Chinese and North American ownership and commercial arrangements. Such proceedings could result in disruptions to the Company's orderly course of business operations.

The Company must comply with stringent environmental regulation in the United States, which may change or otherwise result in delay and/or increase the cost of exploration and development of the Thacker Pass Project.

The Company must comply with stringent environmental regulation in the United States. Such regulations relate to many aspects of the project operations for the Thacker Pass Project, including but not limited to water usage and water quality, air quality and emissions, reclamation requirements, biodiversity such as impacts on flora and fauna, disposal of any hazardous substances and waste, tailings management and other environmental impacts associated with its development and proposed operating activities.

Environmental regulations are evolving in a manner that is expected to require stricter standards and enforcement, increased fines and penalties for non‐compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Applicable environmental laws and regulations may require enhanced public disclosure and consultation. It is possible that a legal protest could be triggered through one of these requirements or processes that could delay development activities. No assurance can be given that new environmental laws and regulations will not be enacted or that existing environmental laws and regulations will not be applied in a manner that could limit or curtail the Company's development programs. Such changes in environmental laws and regulations and associated regulatory requirements could delay and/or increase the cost of exploration and development of the Thacker Pass Project.

Tailings are a potential environmental risk for the Company as it moves toward production. Tailings are the materials remaining after a target mineral, such as lithium, is extracted from the ore. Tailings management is subject to regulatory requirements and industry best practice standards, as there are a number of environmental risks and water usage requirements associated with them. Given the location of the Thacker Pass Project, which is in an arid, generally flat, and less populated region of Nevada, and the design of the mine plans and processes to manage waste and water for the Thacker Pass Project, the Company believes that many of the risks associated with tailings management will be mitigated for the project. Tailings generated at the Thacker Pass Project will be filtered and stacked, which generally has fewer risks and environmental impacts than other tailings management methods. Nonetheless, risks associated with tailings cannot be completely eliminated. Certain risks such as the potential failure of water diversion and water impoundment structures, a weather event exceeding the capacities of water diversion and water impoundment structures, and the failure of the tailings impoundments, will continue to exist. The occurrence of any of these events, some of which are heightened risks given the potential effects of climate change, could result in significant impacts to property and the environment. This in turn could restrict operations, result in additional remediation and compliance costs, trigger investigations by regulatory authorities, and have a material adverse effect on the Company's planned operations and financial condition.

9

The Company has completed previous mining for small amounts of clay on a portion of the lands comprising the Thacker Pass Project in connection with its former organoclay business, which had an environmental impact on the property. Although the Company has completed reclamation work on the property to address such environmental impacts, there can be no assurance that additional environmental liability will not arise in the future.

The Company does not have a diversified portfolio of assets and is dependent on the Thacker Pass Project.

The Company has only one material mining project, the Thacker Pass Project. Unless it acquires other mineral properties or makes new discoveries, the Company will be dependent on the Thacker Pass Project being successfully developed and brought into production. Failure to successfully develop, bring into production and operate the Thacker Pass Project could have an adverse impact on the Company's business, financial condition and results of operations. Until such time as the Company acquires or develops other significant assets, the Company will continue to be dependent on the success of its activities at the Thacker Pass Project.

Insurance may not be available to insure against all such risks, or the costs of such insurance may be uneconomic.

In the course of exploration, development and production of mineral properties, certain risks, and in particular, risks related to operational and environmental incidents may occur. Although the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure against all such risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons. Insurance policies maintained by the Company may not be adequate to cover the full costs of actual liabilities incurred by the Company, or may not be continued by insurers for reasons not solely within the Company's control. The Company maintains liability insurance in accordance with industry standards. However, losses from uninsured and underinsured liabilities have the potential to materially affect the Company's financial position and prospects.  The anticipated costs of environmental reclamation are fully bonded by the Company through a third-party insurer.  Reclamation cost estimates and bond submissions are reviewed and approved by the BLM; the State of Nevada also approves the reclamation cost estimate. 

There can be no assurance of title to any of the Company's property interests, or that such title will ultimately be secured.

The U.S. Mining Act and other federal and state laws govern the Company's ability to develop, mine and process the minerals on the unpatented mining claims and/or mill site claims that form the Thacker Pass Project, which are locatable under the U.S. Mining Act. There can be no assurance of title to any of the Company's property interests, or that such title will ultimately be secured. The Company's property interests may also be subject to prior unregistered agreements or transfers or other land claims, and title may be affected by undetected defects and adverse laws and regulations.

The Company cannot guarantee that the validity of its unpatented mining claims will not be contested by the United States. A successful contest of the unpatented mining claims could result in the Company being unable to develop minerals on the contested unpatented mining claims or being unable to exercise its rights as the owner or locater of the unpatented mining claims.

The Company must apply for and obtain approvals and permits from federal and state agencies to conduct exploration, development and mining on its properties. Although the Company has applied for and has received, or anticipates receipt of, such approvals and permits, there is no assurance that the Company's rights under them will not be affected by legislation or amendment of regulations governing the approvals and permits, or that applicable government agencies will not seek to revoke or significantly alter the conditions of the applicable exploration and mining approvals or permits, or that they will not be challenged or impugned by third parties.

On February 6, 2023, LAC received a favorable ruling from the Federal District Court which declined to vacate the ROD for the Thacker Pass Project. The ruling results in there being no impediment to commencing construction. The Federal District Court ordered the BLM to consider one issue under the mining law relating to the area designated for waste storage and tailings and did not impose any restrictions expected to impact the construction timeline for the Thacker Pass Project. The remand issued by the Federal District Court to the BLM is to determine whether LAC possesses adequate mining-claim rights to the lands over the area in which the waste storage and tailings are expected to be located, based on an appellate decision that was issued after the BLM issued its ROD for the Thacker Pass Project. LAC is working closely with the BLM and expects that the required follow-up will be completed, however the Company cannot guarantee that this matter will be addressed in a timely and cost effective manner. See also “Property, Plant and Equipment - Recent Developments”.

The mining industry is competitive.

10

The mining industry is competitive in all of its phases and requires significant capital, technical resources, personnel and operational experience to effectively compete. Because of the high costs associated with exploration, the expertise required to analyze a project's potential and the capital required to develop a mine, larger companies with significant resources may be in a position to compete for such resources and capital more effectively than the Company.

Competition is also intense for mining equipment, supplies, qualified service providers and personnel in all jurisdictions where the Company operates. If qualified expertise cannot be sourced and at cost effective rates in Canada and the United States, the Company may need to procure those services elsewhere, which could result in additional delays and higher costs to obtain work permits.

As a result of such competition, the Company may be unable to maintain or acquire financing, retain existing personnel or hire new personnel, or maintain or acquire technical or other resources, supplies or equipment, all on terms it considers acceptable to complete the development of its projects.

The mineral exploration, development and production business carries an inherent risk of liability related to worker health and safety.

The mineral exploration, development and production business carries an inherent risk of liability related to worker health and safety, including the risk of government-imposed orders to remedy unsafe conditions, potential penalties for contravention of health and safety laws, requirements for permits and other regulatory approvals, and potential civil liability. Compliance with health and safety laws, and any changes to such laws, and the requirements of applicable permits and other regulatory requirements remains material to the Company's business. The Company may become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to health and safety matters. The occurrence of any of these events or any changes, additions to or more rigorous enforcement of health and safety laws, permits or other approvals could have a significant impact on operations and result in additional costs or penalties. In turn, these could have a material adverse effect on the Company's reputation, operations and future prospects.

The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties.

Mineral Resources and Mineral Reserves figures disclosed in this registration statement are estimates only. Estimated tonnages and grades may not be achieved if the projects are brought into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized. The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company. Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions, geological interpretation and judgements used in the engineering and estimation processes. Estimates may also need to be revised based on changes to underlying assumptions, such as commodity prices, drilling results, metallurgical testing, production, and changes to mine plans of operation. Any material decrease in estimates of Mineral Resources or Mineral Reserves, or an inability to extract Mineral Reserves could have a material adverse effect on the Company, its business, results of operations and financial position.

Any estimates of Inferred Mineral Resources included in this registration statement are also subject to a high degree of uncertainty, and may require a significant amount of exploration work in order to determine if they can be upgraded to a higher category.

The Thacker Pass Project may have opponents, and substantial opposition could result in delays or prevent the project from proceeding.

The Thacker Pass Project, like many mining projects, may have opponents. Opponents of other mining projects have, in some cases, been successful in bringing public and political pressure against mining projects. Substantial opposition to the Company's mining project could result in delays to developments or plans, or prevent the project from proceeding at all, despite the commercial viability of the project.

Climate change may impact the sufficiency of water available to support planned Phase 1 operations for the Thacker Pass Project, which may have a material adverse effect on the Company's operations and prospects.

Water management regulations are in place in Nevada where the Thacker Pass Project is located. The Company has acquired water rights that it believes will be sufficient to support all Phase 1 operations for the Thacker Pass Project as contemplated by the Thacker Pass 1300 Report. However, given the unpredictable impact of climate change on the environment, water levels, weather conditions and weather events, such as drought, in the region where the Thacker Pass Project is located, there is a risk that the water rights acquired to date may be insufficient to support planned Phase 1 operations for the estimated mine life set out in the plan of operations. To reduce the Company's environmental footprint, and as a mitigation measure, the processing facility at Thacker Pass Project has been designed to lower the use of water to the extent possible by incorporating recycling technologies. However, going forward, availability of water and at cost effective pricing may become of increasing importance to the Company's operations and prospects, a risk that may be heightened by the potential effects of climate change and could have a material adverse effect on the Company's operations and prospects.

11

The Company may face increasing operating costs as a result of compliance with climate change regulations or the physical risks of climate change.

The introduction of climate change legislation is an increasing focus of various levels of government worldwide, with emissions regulations and reporting regimes being enacted or enhanced, and energy efficiency requirements becoming increasingly stringent. As a development stage company with a focus on lithium production, the Company is committed to developing its business with a view to contributing to the low carbon economy. To that end, the Company is incorporating low carbon emissions in the design of its facilities under development at the Thacker Pass Project. This includes incorporating sustainable energy sources and minimizing the use of non-renewable sources of energy to the extent that renewable sources are available with sufficient capacity, at cost effective pricing and that are complementary to the facilities and site design. However, the use of such low carbon technologies may be more costly in certain instances than non-renewable options in the near-term, or may result in higher design costs, long-term maintenance costs or replacement costs. Additionally, if the trend toward increasing regulations continues, the Company may face increasing operating costs at its projects to comply with these changing regulations.

Climate change risks also extend to the physical risks of climate change. These include risks of lower rainfall levels, reduction in water availability or water shortages, extreme weather events, changing temperatures, increased snowpacks, changing sea levels and shortages of resources. These physical risks of climate change could have a negative effect on the project site for the Thacker Pass Project, access to local infrastructure and resources, and the health and safety of employees and contractors at the Company's operations. The occurrence of such events is difficult to predict and develop a response plan for that will effectively address all potential scenarios. Although the Company has attempted to design project facilities to address certain climate related risks, the potential exists for these measures to be insufficient in the face of unpredictable climate related events. As such, climate related events have the potential to have a material adverse effect on the Company's operations and prospects.

Risks related to increasing climate change related litigation is another potential risk factor that may impact the Company's future prospects, after production begins at the Thacker Pass Project. Until then, the Company views the risk of occurrence of such litigation as being low.

The Company may be a ''passive foreign investment company'', which may have adverse U.S. federal income tax consequences for U.S. investors.

Based on current business plans and financial expectations, the Company expects that it may be a passive foreign investment company ("PFIC") for its current tax year and may be a PFIC for subsequent tax years. If the Company is a PFIC for any year during a U.S. taxpayer's holding period of Common Shares, then such U.S. taxpayer generally will be required to treat any gain realized upon a disposition of the Common Shares or any so-called "excess distribution" received on its Common Shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. taxpayer. Subject to certain limitations, these tax consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF Election (as defined below) or a Mark-to-Market Election (as defined below). Subject to certain limitations, such elections may be made with respect to the Common Shares.  A U.S. taxpayer who makes a timely and effective QEF Election generally must report on a current basis its share of the Company's net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts with respect to the Common Shares. A U.S. taxpayer who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer's basis therein. This paragraph is qualified in its entirety by the discussion below under the heading "Material U.S. Federal Income Tax Considerations - Passive Foreign Investment Company Rules." Each potential investor who is a U.S. taxpayer should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of the Common Shares.

12

Proposed legislation in the U.S. Congress, including changes in U.S. tax law, and the recently enacted Inflation Reduction Act of 2022 may adversely impact the Company and the value of the Common Shares.

Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect the Company or holders of the Common Shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

The U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact the Company's financial performance and the value of the Common Shares. Additionally, states in which the Company operates or owns assets may impose new or increased taxes. If enacted, most of the proposals would be effective for the current or later years. The proposed legislation remains subject to change, and its impact on the Company and purchasers of Common Shares is uncertain.

In addition, the Inflation Reduction Act of 2022 was recently signed into law and includes provisions that will impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that will impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock. It is unclear how this legislation will be implemented by the U.S. Department of the Treasury and the Company cannot predict how this legislation or any future changes in tax laws might affect the Company or purchasers of the Common Shares.

The COVID-19 pandemic, the Russian war in Ukraine, inflation and other factors may have a significant averse effect on the Company’s operations, business and financial condition.

The COVID-19 pandemic, the Russian war in Ukraine, inflation and other factors continue to impact global markets and cause general economic uncertainty, the impact of which may have a significant adverse effect on the Company’s operations, business and financial condition.

The impacts of the COVID-19 pandemic, and governmental response thereto, on global commerce have and continue to be extensive and far-reaching. There has been significant stock market volatility, volatility in commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions and the global movement of people has been restricted from time to time. The current global uncertainty with respect to COVID-19, the rapidly evolving nature of the pandemic, including the occurrence of new variants, and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Company and the advancement of the Thacker Pass Project. The precise impact of further COVID-19 outbreak or the emergence of new diseases on the Company remains uncertain, rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which had direct impacts on businesses in Canada, the United States and around the world and could again result in travel bans, work delays, difficulties for contractors and employees to work at site, and diversion of management attention all of which in turn could have a negative impact on development of the Thacker Pass Project and the Company generally. Although many of these impacts appear to be lessening in most jurisdictions, there continues to be significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it, or governmental responses to it, may have on the advancement of the Thacker Pass Project, on the Company’s suppliers, on the Company’s employees and on global financial markets which may have a material adverse effect on the Company’s operations, business and financial condition.

These concerns, together with concerns over general global economic conditions, fluctuations in interest and foreign exchange rates, stock market volatility, geopolitical issues, Russia's war in Ukraine and inflation have contributed to increased economic uncertainty and diminished expectations for the global economy. This global economic uncertainty may have a material adverse effect on our operations, business and financial condition.

Concerns over global economic conditions may also have the effect of heightening many of the other risks described herein, including, but not limited to, risks relating to: fluctuations in the market price of lithium-based products, the development of Thacker Pass Project, the terms and availability of financing, cost overruns, geopolitical concerns, and changes in law, policies or regulatory requirements.

Risks Relating to the Company's Common Shares following the Separation

The Company will have a significant shareholder and a commercial relationship with such significant shareholder.

General Motors Holdings LLC ("GM") holds approximately 9.9% of the outstanding shares of LAC (and following the Separation, the Company). The completion of Tranche 2 will result in a maximum aggregate holding of 19.9% of the Company unless the requisite TSX and shareholder approvals are obtained to allow GM to acquire an ownership interest of 20% or more. Additionally, GM has a commercial relationship with LAC (and following the Separation, the Company)  in respect of the Thacker Pass Project under the Offtake Agreement (as defined below), and possesses board nomination rights, oversight and securities offering participation rights in respect of LAC (and following the Separation, the Company) pursuant to the Investor Rights Agreement (as defined below).

As a result of its significant current and anticipated share holdings and investor rights, GM may have the ability to influence the outcome of corporate actions requiring shareholder approval, including the election of directors of the Company and the approval of certain corporate transactions. There is a risk that the interests of GM may diverge from those of other shareholders and also discourage transactions involving a change of control, including transactions in which an investor, as a holder of the Company's securities, would otherwise receive a premium for the Company's securities over the then current market price. The significant holdings of GM could also create a risk that the Company's securities are less liquid and trade at a relative discount compared to circumstances where GM did not have the ability to influence or determine matters affecting the Company. Additionally, dispositions by significant shareholders could also have an adverse effect on the market price of the Common Shares.

13

There is no existing market for the Company's Common Shares, and a trading market that will provide you with adequate liquidity may not develop. The price of the Common Shares may fluctuate significantly, and you could lose all or part of your investment.

Prior to the Separation, there has been no public market for the Common Shares of the Company. The Company does not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. You may not be able to resell your Common Shares at or above the initial trading price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of the Common Shares and limit the number of investors who are able to buy the Common Shares.

The market price of the Company's Common Shares may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell the Common Shares.

The market price of the Company's Common Shares may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond the Company's control. Among the factors that could in the future affect the Company's stock price are:

• quarterly variations in our results of operations;
  
  
• changes in market valuations of similar companies and stock market price and volume fluctuations generally;
  
  
• changes in earnings estimates or the publication of research reports by analysts;
  
  
• speculation in the press or investment community about the Company's business or the mining industry generally;
  
  
• strategic actions by the Company or its competitors such as acquisitions or restructurings;
  
  
• a thin trading market for the Company's Common Shares may develop, which could make makes it somewhat illiquid;
  
  
• regulatory developments;
  
  
• additions or departures of key personnel;
  
  
• the selling price of lithium;
  
  
• general market conditions; and
  
  
• domestic and international economic, market and currency factors unrelated to our performance.

The stock markets have experienced extreme volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our Common Shares.

Additionally, there is no guarantee of a continuing public market to resell the Common Shares. The Company cannot assure you that an active and liquid public market for the Common Shares will develop or continue.

The Company may issue additional Common Shares or other equity securities without your approval, which could dilute your ownership interests and may depress the market price of our common shares.

The Company may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, future exploration, development and acquisition plans, repayment of outstanding indebtedness or issuances and exercises under our equity incentive plan, without shareholder approval, in a number of circumstances.

Issuance of additional common shares or other equity securities of equal or senior rank would have the following effects:

• existing shareholders' proportionate ownership interest in the Company will decrease;
  
  
• the amount of cash available for dividends payable on the Common Shares may decrease or be nil;
  
  
• the relative voting strength of each previously outstanding Common Share may be diminished; and
  
  
• the market price of the Common Shares may decline.

14

It may not be possible for investors to serve process on or enforce U.S. judgments against the Company.

The Company is incorporated in a jurisdiction outside the United States. In addition, certain of the directors and officers are expected to be non-residents of the U.S., and all or a substantial portion of the assets of these non-residents will be located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the United States upon the Company or certain directors and officers or to enforce a judgment against the Company for civil liabilities in U.S. courts. In addition, you should not assume that courts in the country in which the Company is incorporated (1) would enforce judgments of U.S. courts obtained in actions against the Company based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against the Company based on those laws.

Risks Relating to the Separation

The Company may be unable to achieve some or all of the benefits that it expects to achieve from the Separation.

The Company believes that, as a publicly-traded company, it will be able to, among other things, better focus its financial and operational resources on the Thacker Pass Project, implement and maintain a capital structure designed to meet its specific needs, design and implement corporate strategies and policies that are targeted to its business, more effectively respond to industry dynamics and create effective incentives for management and employees that are more closely tied to the Company's business performance. However, by separating from LAC, the Company may be more susceptible to market fluctuations and may experience other adverse events. In addition, the Company may be unable to achieve some or all of the benefits that it expects to achieve as a separate company in the time expected, if at all. The completion of the Separation will also require significant amounts of the Company's management's time and effort, which may divert management's attention from operating and growing the Company's business.

The Company may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as a publicly-traded company, and the Company may experience increased costs after the Separation.

Following the Separation, the Company will need to provide internally or obtain from unaffiliated third parties some of the services which the entities holding the Spin-Out Business currently receive from LAC, notwithstanding and further to the provision of transitional services and facilities by LAC and its affiliates to the Company and its affiliates pursuant to the Transitional Services Agreement. The Company may be unable to replace these services in a timely manner or on terms and conditions as favorable as those received from LAC. The Company may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently or may incur additional costs. If the Company fails to obtain the services necessary to operate effectively or if it incurs greater costs in obtaining these services, the Company's business, financial condition and results of operations may be adversely affected.

The Company has no operating history as a publicly-traded company, and its historical financial information is not necessarily representative of the results that the Company would have achieved as a publicly-traded company and may not be a reliable indicator of the Company's future results.

The Company derived the historical financial information included in this registration statement on a carve out basis from LAC's consolidated financial statements, and this information does not necessarily reflect the results of operations and financial position the Company would have achieved as a separate publicly-traded company during the periods presented or those that the Company will achieve in the future. This is primarily because of the following factors:

• Prior to the Separation, the operations of the Spin-Out Business were part of the operations of LAC's broader corporate organization, and LAC held portions of other businesses in addition to the Spin-Out Business. The Company's historical financial information reflects allocations of corporate expenses from LAC for administrative and similar functions. These allocations may not reflect the costs the Company will incur for similar services in the future as a standalone publicly-traded company.
  
  
• The Company's historical financial information does not reflect changes that the Company expects to experience in the future as a result of its separation from LAC, including changes in the Company's cost structure, personnel needs, tax structure, financing and business operations. The entities holding the Spin-Out Business enjoyed certain benefits from LAC's operating diversity, size, borrowing leverage and available capital for investments, which may not be available to the Company after the Separation. As a separate entity, the Company may be unable to purchase services and technologies or access capital markets on terms as favorable as those obtained by the entities holding the Spin-Out Business as part of LAC prior to the Separation.

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Following the Separation, the Company will also be responsible for the additional costs associated with being a publicly-traded company, including costs related to corporate governance, investor and public relations and public reporting. Following the Separation, the Company and Remainco are expected to enter into a transitional services agreement for the provision of transitional services and facilities by Remainco and its affiliates to the Company for which the Company will be required to pay certain costs. Certain costs incurred by LAC, including executive oversight, accounting, treasury, tax, legal, human resources, occupancy, information technology and other shared services, have historically been allocated to the Spin-out Business by LAC; but these allocations may not reflect the future level of these costs as the Company begins to source these services itself. Therefore, the financial statements of the Spin-Out Business may not be indicative of the Company's future performance as a separate publicly-traded company. The Company cannot assure you that its operating results will continue at a similar level when the Company is a separate publicly-traded company. For additional information about the Company's past financial performance and the basis of presentation of the financial statements, see "Item 5. Operating and Financial Review and Prospects" and the Company's historical financial statements and the notes thereto included elsewhere in this prospectus.

The Company may not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms.

From time to time the Company may need to access the capital markets to obtain long-term and short-term financing. The Company has not previously accessed the capital markets as a separate public company, and the Company's access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including the Company's financial performance, its credit ratings or absence thereof, the liquidity of the overall capital markets and the state of the economy. The Company cannot assure you that it will have access to the capital markets at the times and in the amounts needed or on terms acceptable to it.

The Company has no history of generating cash flow and will be dependent upon its ability to generate future profits and may be dependent on raising additional funds.

The Company anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at the Thacker Pass Project. Although the Company will have cash transferred from LAC upon completion of the Separation, the Company's ability to continue as a going concern following the Separation  and the depletion of its capital will be dependent upon its ability to generate profits from its proposed mining operations, or to raise capital through equity or debt financing to continue to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company will require additional financing to advance the project into construction as planned.

The Company has significant capital requirements associated with the development of its Thacker Pass Project, and will require additional financing to advance the project into construction as planned. In addition, a condition of the Tranche 2 (as defined below) investment under the GM Transaction (as defined below) is that the Company must secure sufficient funding to complete the development of Phase 1 of the Thacker Pass Project. The Company may pursue additional equity or debt financing, which could have a dilutive effect on existing security holders if shares, options, warrants or other convertible securities are issued, or result in additional or more onerous restrictions on the Company's business, and substantial interest and capital payments if new debt financing is obtained. The Company submitted a loan application to the U.S. Department of Energy as partial financing for the Thacker Pass Project, which, if granted, is not expected to have a dilutive effect but would result in the Company being more highly leveraged, which could have a material adverse effect on the Company's future prospects if it is unable to satisfy its debt obligations as they become due.

The ability of the Company to arrange additional financing for the Thacker Pass Project in the future will depend, in part, on prevailing capital market conditions as well as the business performance of the Company. Failure to obtain additional financing on a timely basis may cause the Company to postpone, abandon, reduce or terminate its operations and could have a material adverse effect on the Company's business, results of operations and financial condition.

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There is a risk that Tranche 2 of the GM Transaction is not completed, which will have a material adverse impact on the financing and development of the Thacker Pass Project. On the other hand, the successful completion of the GM Transaction may not bring about the anticipated benefits of the transaction and may have a negative effect on the trading price of the Common Shares as well as the interests and rights of the Company's shareholders.

There is a risk that Tranche 2 of the GM Transaction (as defined below) is not completed. The GM Transaction will be subject to a number of conditions and approvals, including in connection with Tranche 2 (as defined below), the Company securing sufficient funding to complete the development of Phase 1 of the Thacker Pass Project as set out in the Thacker Pass TR (as defined below) and the Thacker Pass 1300 Report, among other conditions. Many of these conditions are outside the control of the Company and there can be no certainty that all conditions to Tranche 2 of the GM Transaction will be satisfied or completed, that all approvals required to complete the GM Transaction will be received, or that the GM Transaction will be completed on the anticipated terms and timeline described herein, or at all. The Company has also committed to seeking shareholder approval for the pricing of Tranche 2 and to permit GM to acquire a 20% or greater interest in the Company, in order to meet anticipated requirements of the TSX, and failure to obtain such approvals could result in limitations on the size and scope of the second tranche.

In addition, there can be no certainty that the potential benefits of the GM Transaction will be realized, and there is a risk that the dilution of the interests of shareholders of the Company arising from the GM Transaction will have an impact on the trading price for, and the market for trading in, the securities of the Company (and, assuming completion of the Separation, the securities of the Company and Remainco). As a result of the closing of Tranche 1 of the GM Transaction, GM received a set of investor rights, based upon certain ownership thresholds and production commitments with the Company, which may affect the rights and entitlements of other securityholders of the Company adversely and restrict certain actions of the Company, including with respect to board nomination rights, oversight, and participation in future equity issuances of the Company.

There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights.

The Company relies on the ability to protect its intellectual property rights and depends on patent, trademark and trade secret legislation to protect its proprietary know-how. There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights, or will at all times have access to all intellectual property rights that are required to conduct its business or pursue its strategies, or that the Company will be able to adequately protect itself against any intellectual property infringement claims. There is also a risk that the Company's competitors could independently develop similar technology, processes or know-how; that the Company's trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will be broad enough to protect the Company's intellectual property rights; or, that foreign intellectual property laws will adequately protect such rights. The inability to protect the Company's intellectual property could have a material adverse effect on the Company's business, results of operations and financial condition.

If the work conducted by the Company's consultants is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in developing its properties.

The Company has relied on, and may continue to rely on, consultants and others for mineral exploration and exploitation expertise. The Company believes that those consultants are competent and that they have carried out their work in accordance with internationally recognized industry standards. However, if the work conducted by those consultants is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in developing its properties.

The Company does not intend to declare or pay any cash dividends in the foreseeable future.

The Company has not paid dividends on its Preference Shares and Common Shares, none of which will be issued prior to the Separation, since incorporation, and currently has no ability to generate earnings as the Thacker Pass Project is in the exploration and development stage. If the Thacker Pass Project is successfully developed, the Company anticipates that it will retain its earnings and other cash resources for future operations and the ongoing development of its business. As such, the Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Company's board of directors, which will take into account many factors including the Company's operating results, financial condition and anticipated cash needs. For these reasons, the Company may never pay dividends.

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The success of the Company continues to depend largely upon the performance of key officers, employees and consultants.

The Company highly values the contributions of its key personnel. The success of the Company continues to depend largely upon the performance of key officers, employees and consultants who have advanced the Spin-Out Business to its current stage of development and contributed to its potential for future growth. The market for qualified talent has become increasingly competitive during the COVID-19 pandemic, with shortages of qualified talent relative to the number of available opportunities being experienced in all markets where the Company conducts its operations. The ability to remain competitive by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent and attracting new talent, has become increasingly important to the Company and its operations in the current climate. Any prolonged inability to retain key individuals, or to attract and retain new talent as the Company grows, could have a material adverse effect upon the Company's growth potential and prospects.

Additionally, the Company has not purchased any "key-man" insurance for any of its directors, officers or key employees and currently has no plans to do so.

Fluctuations in exchange rates between currencies may have a significant effect on the cash flows of the Company.

The Company transacts business primarily in U.S. dollars and Canadian dollars. Fluctuations in exchange rates between currencies may have a significant effect on the cash flows of the Company. The Thacker Pass Project is located in Nevada, and most costs related to project exploration and development are denominated in U.S. dollars. Future changes in exchange rates could materially affect the Company's results of operations, either positively or negatively. While the Company does not engage in foreign exchange hedging, it holds a significant portion of its cash balance in U.S. dollars to allow it to satisfy its U.S. currency needs.

The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business.

The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business, as a result of its status as a publicly traded company and because of its mining exploration and development business. Litigation related to environmental and climate change-related matters, and ESG disclosure is also on the rise. The occurrence and outcome of any legal proceedings cannot be predicted with any reasonable degree of certainty due to the inherently uncertain nature of litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. Defense and settlement costs of legal claims can be substantial, even with respect to claims that are determined to have little or no merit.

Litigation may be costly and time-consuming, and can divert the attention of management and key personnel away from day-to-day business operations. The Company and its projects are, from time-to-time, subject to legal proceedings or the threat of legal proceedings. Please see "Property, Plant and Equipment - Recent Developments-Significant Events" for further details. If the Company were to be unsuccessful in defending any material claims against it, or unable to settle such claims on a satisfactory basis, the Company may be faced with significant monetary damages, injunctive relief or other negative impacts that could have a material adverse effect on the Company's business and financial condition. To the extent the Company is involved in any active litigation, the outcome of such matters may not be determinable, and it may not be possible to accurately predict the outcome or quantum of any such proceedings at a given time.

It may be difficult to enforce U.S. judgments against the Company and its directors and officers and the experts named in this registration statement.

The Company is a Canadian company, organized under the laws of British Columbia and headquartered in the province. At the time of the Separation, we believe that a majority of the Company's directors, officers and experts named in this registration statement will not be citizens or residents of the United States. As a result, it may be difficult or impossible for an investor to (i) enforce in courts outside the United States any judgments against the Company and its directors and officers and the experts named in this registration statement, which are obtained in U.S. courts based upon the civil liability provisions of U.S. federal securities laws, or (ii) bring in courts outside the United States an original action against the Company and its directors and officers and the experts named in this registration statement to enforce liabilities based upon such U.S. securities laws.

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The occurrence of a significant cybersecurity incident could have a material adverse effect on the Company's business and result in a prolonged disruption to it.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and evolve in terms of severity and sophistication, particularly as a result of remote work. A cybersecurity attack has the potential to compromise the business, financial and other systems of the Company, and could go unnoticed for some time. Risks associated with cybersecurity threats include, among other things, loss of intellectual property, disruption of business operations and safety procedures, loss or damage to worksite data delivery systems, privacy and confidentiality breaches, and increased costs and time to prevent, respond to or mitigate cybersecurity incidents. The Company has implemented a cybersecurity policy, provided training to its personnel as a mitigation measure and is developing a response plan to address potential cybersecurity breaches.  System and network maintenance, upgrades and similar best practices are also followed. However, despite these  measures, the occurrence of a significant cybersecurity incident could have a material adverse effect on the Company's business and result in a prolonged disruption to it.

The Company may lose its foreign private issuer status.

As a "foreign private issuer", as such term is defined under the Exchange Act, the Company is exempt from certain of the provisions of U.S. federal securities laws. However, if the Company were to lose its status as a foreign private issuer, the Company may become subject to more onerous regulatory and reporting requirements in the United States. Compliance with these additional regulatory and reporting requirements under U.S. securities laws would likely result in increased expenses and would require the Company's management to devote substantial time and resources to comply with new regulatory requirements. Further, to the extent that the Company were to offer or sell securities outside of the United States, the Company would have to comply with the more restrictive Regulation S requirements that apply to U.S. domestic companies, and the Company would no longer be able to utilize the multijurisdictional disclosure system forms for registered offerings by Canadian companies in the United States, which could increase the costs of accessing capital markets in the future. In addition, the Company may lose the ability to rely upon exemptions from NYSE corporate governance requirements that are available to foreign private issuers, which may further increase the Company's costs of compliance.

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ITEM 4.INFORMATION ON THE COMPANY

A.History and Development of the Company

Overview

The Company was incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on January 23, 2023 for the sole purpose of completing the Separation. Upon consummation of the Separation, the Company will be re-named "Lithium Americas Corp."

The Company's head office and registered office is located at 300 - 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5, and our telephone number is +1 (778) 656-5820.

The U.S. Securities and Exchange Commission (the "SEC") maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC's Internet site is http://www.sec.gov. The address of the Company's Internet site is [●].

Reasons for the Separation

LAC's North American and Argentine business units represent two distinct businesses in its current portfolio, each of which has assets with significant value to be unlocked. The separation of LAC into two public entities, Remainco and the Company, is designed to provide each of them with a sharper strategic focus and enhanced operational flexibility that may not be available to them as a consolidated company.

Specifically, decoupling LAC's North American business from LAC's Argentine business is expected to allow it to benefit more fully from funding opportunities available only to U.S. businesses in the critical minerals space and remove development and operational risks flowing from the Argentina portfolio, which would facilitate the advancement of the Thacker Pass Project towards production.

The Separation would also provide the Spin-Out Business with enhanced access to growth capital by enabling it to tailor an independent capital allocation, investment decision process and financing solution. For instance, providing differentiated investment opportunities to investors, many of whom are solely interested in or strongly value one of LAC's two business units over the other, would greatly enhance the funding options available to the separated entities. 

GM Transaction

On January 30, 2023, LAC entered into a purchase agreement (the "GM Transaction Purchase Agreement") with GM pursuant to which GM will make a US$650 million equity investment in LAC, to be used for the development of the Thacker Pass Project (the "GM Transaction"). The investment is comprised of two tranches, with the approximately US$320 million first tranche investment ("Tranche 1") for 15,002,243 subscription receipts of LAC which were automatically converted into 15,002,243 units comprising an aggregate of 15,002,243 LAC Common Shares and 11,890,848 Tranche 2 Warrants (as defined below) having been completed on February 16, 2023, and the US$330 million second tranche investment ("Tranche 2") contemplated to be invested in the Company following the Separation.

In connection with the closing of Tranche 1, an offtake agreement ("Offtake Agreement") and investor rights agreement ("Investor Rights Agreement") were also entered into between LAC and GM. See "Property, Plant and Equipment - Recent Developments - Recent Significant Events" and "Item 10.C - Material Contracts" for further details regarding the GM Transaction and the agreements in respect of the GM Transaction.

As the Tranche 2 investment is contemplated to occur following the Separation, the transaction agreements provide that upon the Separation, the relevant agreements reflecting the Tranche 2 investment will be superseded by equivalent agreements between GM and the Company, with maximum pricing (being US$27.74 per share) being adjusted to reflect the relative value of the Company compared to the value of Remainco.

B.Business Overview

Overview

Upon completion of the Separation, the Company will be a Canadian-based resource company focused on advancing its lithium development project, the Thacker Pass Project, toward production. The Thacker Pass Project is located in north-western Nevada. The Thacker Pass Project has received all federal and state permits needed to commence construction, initial appeals of which were dismissed on February 6, 2023. On July 20, 2022, LAC celebrated the inauguration of its LiTDC, which was developed to demonstrate the processing of Thacker Pass ore. The LiTDC achieved battery-quality specifications with product samples being produced for potential customers and partners. Thacker Pass is aligned with the U.S. national agenda to enhance domestic supply of critical minerals and has the potential to be a leading near-term source of lithium for the North American battery supply chain.

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Seasonality

The mining business is subject to mineral commodities price cycles. If the global economy stalls and commodity prices decline, as a consequence, a continuing period of lower prices could significantly affect the economic potential of our properties and result in us deciding to cease work on or drop our interest in, some or all of our properties.

Sources and Availability of Raw Materials

All of the raw materials that the Company requires to carry on its business are available through normal supply or business contracting channels.

Economic Dependence

The Company's business is substantially dependent on the continued validity of the Offtake Agreement, pursuant to which LAC will supply GM with lithium carbonate production from Phase 1 of the Thacker Pass Project. The price within the Offtake Agreement is based on an agreed upon price formula linked to prevailing market prices. For further details, see "Item 10.C - Material Contracts".

Government Regulations

The Company's exploration and future development activities are subject to various national, state, provincial and local laws and regulations in the United States and Canada, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

Mining and exploration activities at the Thacker Pass Project are subject to various laws and regulations relating to the protection of the environment, which are discussed under the heading "Risk Factors" in this registration statement. Although the Company intends to comply with all existing environmental and mining laws and regulations, no assurance can be given that the Company will be in compliance with all applicable regulations or that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail development of its properties. Amendments to current laws and regulations governing exploration and development or more stringent implementation thereof could have a material adverse effect on the Company's business and cause increases in exploration expenses or require delays or abandonment in the development of mining properties. In addition, the Company is required to expend significant resources to comply with numerous corporate governance and disclosure regulations and requirements adopted by U.S. federal and Canadian federal and provincial governments. These additional compliance costs and related diversion of the attention of management and key personnel could have a material adverse effect on our business.

Except as described in this registration statement, the Company believes that it is in compliance, in all material respects with applicable mining, health, safety and environmental statutes and regulations.

For a more detailed discussion of the various government laws and regulations in the United States applicable to our operations and the potential negative effects of such laws and regulations, see the section "Item 3.D - Risk Factors."

Competition

Lithium currently has many end uses, including ceramics and glass, batteries, greases, air treatment and pharmaceuticals. However, it is the battery industry that is expected to predominantly drive future demand growth for lithium. This is expected to come from several areas: (i) the continued growth of small format batteries for cell phones, laptops, digital cameras and hand-held power tools, (ii) the transportation industry's electrification of automobiles, buses, delivery vehicles, motorcycles, bicycles and boats using lithium-ion battery technology, and (iii) large format batteries for utility grid-scale storage.

A small number of companies dominate the production of end-use lithium products such as lithium carbonate and lithium hydroxide. The bulk of production occurs in brine deposits in South America and spodumene hard-rock deposits in Australia. There are a small number of additional companies who have initiated lithium-based production in recent years, as well as numerous additional companies pursuing the development of lithium mineral deposits throughout several jurisdictions.

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C.Organizational Structure

The Company is currently a standalone entity independent of LAC. It was incorporated by LAC for the purposes of effecting the Separation.

The following diagram sets out an abbreviated organizational structure of LAC and the Company immediately prior to the implementation of the Arrangement:

The following diagram sets out an abbreviated organizational structure of Remainco and the Company immediately following the implementation of the Arrangement:

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The following diagram sets out a complete organizational structure of the Company immediately following the implementation of the Arrangement:

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D.Property, Plants and Equipment

In connection with the Separation, LAC will contribute the Thacker Pass Project to the Company.

Overview of the Project

The Thacker Pass Project is located in northern Humboldt County, Nevada and hosts a large sedimentary-based lithium Mineral Resource and Mineral Reserve, as well as significant additional sedimentary-based lithium mineralization that has not yet been subject to sufficient exploration or analysis to undertake Mineral Resource estimation.

Recent Developments

Recent Significant Events

On March 2, 2023, LAC announced the commencement of construction at the Thacker Pass Project, including site preparation, geotechnical drilling, water pipeline development and associated infrastructure, following the receipt of notice to proceed from the BLM.

On February 16, 2023, three tribes filed a new lawsuit against the BLM alleging procedural shortcomings  by that agency both before and after issuance of the ROD. The plaintiffs are the Reno Sparks Indian Colony, the Burns Paiute Tribe, and the Summit Lake Paiute Tribe. The claims include allegations that: permits issued to Lithium Nevada Corp. ("Lithium Nevada"), a wholly owned subsidiary of LAC, should have been cancelled when the ROD was issued, consultation was allegedly deficient relating to claims of post-review discoveries, the Environmental Impact Statement for the Thacker Pass Project should have been supplemented, and the Summit Lake Paiute Tribe should have been consulted in the National Environmental Policy Act of 1969 ("NEPA") process related to the Thacker Pass Project. LAC is reviewing the claim and intends to seek intervention to join and defend the litigation. 

In February 2023, the state engineer approved LAC's water rights transfer application, which LAC expects to provide sufficient water for all of Phase 1. Administrative processing to issue the new water rights permits is underway. Bartell Ranch LLC filed an appeal of the state engineer’s decision to approve the water rights application on March 1, 2023. In addition, all three plaintiffs requested emergency motions for an injunction pending appeal, asking the District Court to enjoin Lithium Nevada from proceeding with any construction on the Project until the United States Court of Appeals for the Ninth Circuit resolves the appeals. On February 24, 2023, the District Court denied all three requests for an injunction. On February 27, 2023, all three plaintiffs submitted requested emergency motions for an emergency stay pending appeal review, asking the Ninth Circuit panel to enjoin Lithium Nevada from proceeding with any construction on the Project until the United States Court of Appeals can resolve the appeal. All of these motions were denied by the Ninth Circuit panel on March 1, 2023. Construction commenced on February 28, 2023.

On February 6, 2023, LAC received a favorable ruling from the Federal District Court for the appeal filed against the BLM for the issuance of the ROD relating to the Thacker Pass Project. The Federal District Court declined to vacate the ROD, ordered BLM to consider one issue under the mining law relating to the area designated for waste storage and tailings, and did not impose any restrictions expected to impact the construction timeline for the Thacker Pass Project. See "Regulatory and Permitting Update" for further details concerning the ruling on the ROD appeal. Appeals of the ruling were filed during February 20-22, 2023, in the U.S. Court of Appeals for the Ninth Circuit  federal court by the environmental plaintiffs, Bartell Ranch LLC and the Reno-Sparks Indian Colony/Burns Paiute Tribe. 

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On January 31, 2023, LAC announced the results of a feasibility study on the Thacker Pass Project and the filing of the technical report in accordance with the National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, as amended ("NI 43-101") titled "Feasibility Study National Instrument 43-101 Technical Report for the Thacker Pass Project, Humboldt County, Nevada, USA" with an effective date of November 2, 2022 (the "Thacker Pass TR"). The "Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project Humboldt County, Nevada, USA" with an effective date of December 31, 2022 (the "Thacker Pass 1300 Report") is filed as Exhibit 15.1 to this registration statement. See "Detailed Property Description" for further details concerning the preliminary feasibility study and the Thacker Pass 1300 Report.

On January 30, 2023, LAC entered into the GM Transaction Purchase Agreement pursuant to which GM will make a US$650 million equity investment in LAC in two tranches, to be used for the development of the Thacker Pass Project. In connection with the closing of Tranche 1 on February 16, 2023, GM subscribed for 15,002,243 subscription receipts of LAC which were automatically converted into 15,002,243 units comprising an aggregate of 15,002,243 LAC Common Shares and 11,890,848 Tranche 2 Warrants (as defined below) for gross proceeds of approximately US$320 million and entered into the Offtake Agreement and the Investor Rights Agreement with LAC, thereby becoming a significant shareholder of LAC and offtake partner. See "Item 4.A - History and Development of the Company" and "Item 10.C - Material Contracts" for further details regarding the GM Transaction and the agreements in respect of the GM Transaction. Each Tranche 2 Warrant is exercisable into one LAC Common Share at a price of US$27.74 for a term of 36 months from the date of issuance.

On July 20, 2022, LAC celebrated the inauguration of the LiTDC in Reno, Nevada, with a formal ribbon-cutting ceremony. The center was developed to demonstrate the chemical process designed for the Thacker Pass Project in an integrated process testing facility. Production commenced in June 2022 to replicate the Thacker Pass Project flowsheet from raw ore to final product samples and the center will support ongoing optimization work, confirm assumptions in the design and operational parameters and provide product samples for potential customers and partners.

On July 18, 2022, LAC made an equity investment in Ascend Elements, Inc. ("Ascend Elements"), a US-based lithium-ion battery recycling and engineered material company, by way of a subscription for Series C-1 preferred shares for $5 million.

In the first half of 2022, LAC worked with the Initiative for Responsible Mining Assurance ("IRMA") to pilot their new draft IRMA-Ready Standard for Responsible Mineral Exploration and Development.  LAC is currently undertaking a gap analysis, to address areas of opportunities for improvement, in preparation for commencing an external audit upon adoption of the IRMA Ready framework.

On April 28, 2022, LAC acquired a 5% stake in Green Technology Metals Limited (ASX: GT1) ("GT1"), a North American focused lithium exploration and development company with hard rock spodumene assets in northwestern Ontario, Canada, in a private placement, for total consideration of $10 million. On September 20, 2022, LAC entered a Strategic Collaboration Agreement with GT1, in which it owns a 5% stake, to advance a common goal of developing an integrated lithium chemical supply chain in North America.

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Regulatory and Permitting Update

ROD

On January 15, 2021, the BLM issued its ROD for the proposed mine and plan of Operations approval for the Thacker Pass Project, and related mitigation measures. The BLM also approved LAC's proposal to conduct exploration work to the north and south of the proposed mine site and processing facilities. The ROD is the final step in the BLM's NEPA review process for the Thacker Pass Project. This process is designed to help public officials complete permitting decisions that are protective of the environment and includes a public engagement process. The approved plan of operations contemplates production of battery-grade lithium hydroxide, lithium carbonate and lithium metal (up to 60,000 tpa of LCE).

A 30-day appeal period of the administrative decision to grant the ROD followed the issuance of the ROD, and ended on February 16, 2021. Claims were filed against the BLM in Federal District Court on February 11, 2021 by a local rancher and on February 26, 2021 by a number of claimants alleging violations of NEPA and other federal laws in the regulatory permitting process. The litigation proceeded through the courts, with a number of injunction requests made by the plaintiffs having been denied and a hearing having been held by the Federal District Court on January 5, 2023 for the appeal of the issuance of the ROD for the Thacker Pass Project. At the hearing, the Federal District Court reaffirmed that no additional hearings or briefings would be required.

On February 6, 2023, LAC received a favorable ruling from the Federal District Court which declined to vacate the ROD for the Thacker Pass Project. The ruling results in there being no impediment to commencing construction. The Federal District Court ordered the BLM to consider one issue under the mining law relating to the area designated for waste storage and tailings and did not impose any restrictions expected to impact the construction timeline for the Thacker Pass Project. The Federal District Court rejected arguments that the Thacker Pass Project will cause unnecessary and undue degradation to the local sage grouse population and habitat, groundwater aquifers and air quality; that the BLM failed to adequately assess the Thacker Pass Project's impacts on air quality, wildlife and groundwater; that the BLM failed to adequately consider the Thacker Pass Project's impacts to culturally or religiously significant areas; and that BLM acted unreasonably or in bad faith in identifying tribes for consultation before approving the Thacker Pass Project. The remand issued by the Federal District Court to the BLM is to determine whether LAC possesses adequate mining-claim rights to the lands over the area in which the waste storage and tailings are expected to be located, based on an appellate decision that was issued after the BLM issued its ROD for the Thacker Pass Project. LAC is working closely with the BLM to complete the required follow-up.

Appeals of the ruling were filed during February 20-22, 2023, in the U.S. Court of Appeals for the Ninth Circuit by the environmental plaintiffs, Bartell Ranch LLC and the Reno-Sparks Indian Colony/Burns Paiute Tribe.  In addition, all three plaintiffs requested emergency motions for an injunction pending appeal, asking the District Court to enjoin Lithium Nevada from proceeding with any construction on the Project until the United States Court of Appeals for the Ninth Circuit resolves the appeals. On February 24, 2023, the District Court denied all three requests for an injunction. On February 27, 2023, all three plaintiffs submitted emergency motions for an emergency stay pending appeal review, asking the Ninth Circuit panel to enjoin Lithium Nevada from proceeding with any construction on the Thacker Pass Project until the United States Court of Appeals can resolve the appeal. All of these motions were denied by the Ninth Circuit panel on March 1, 2023.  Construction commenced on February 28, 2023.

On February 16, 2023, three tribes filed a new lawsuit against the BLM alleging procedural shortcomings by that agency both before and after issuance of the ROD. The plaintiffs are the Reno Sparks Indian Colony, the Burns Paiute Tribe, and the Summit Lake Paiute Tribe.  The claims include allegations that: permits issued to Lithium Nevada should have been cancelled when the ROD was issued, consultation was allegedly deficient relating to claims of post-review discoveries, the Environmental Impact Statement for the Thacker Pass Project should have been supplemented, and the Summit Lake Paiute Tribe should have been consulted in the NEPA process related to the Thacker Pass Project.  The Company is reviewing the claim and intends to seek intervention to join and defend the litigation.

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Permits

On February 25, 2022, the Nevada Department of Environmental Protection (commonly known as NDEP) issued the final key environmental permits from the state for the Thacker Pass Project. The three approved permits include the Water Pollution Control Permit, Mine Reclamation Permit and Class II Air Quality Operating Permit. An administrative appeal of NDEP's issuance of the Water Pollution Control Permit, which was filed with the Nevada State Environmental Commission (the "Commission") in March 2022, was unanimously rejected by the Commission on June 28, 2022.

In February 2023, the state engineer approved LAC’s water rights transfer application, which LAC expects to provide sufficient water for all of Phase 1. Administrative processing to issue the new water rights permits is underway. Bartell Ranch LLC filed an appeal of the state engineer’s decision to approve the water rights application on March 1, 2023.

Permitting and Reclamation Obligations

LAC has reclamation obligations for a hectorite clay mine located within the Thacker Pass Project area. The financial liability for this reclamation obligation, as stipulated by the BLM, is $1.0 million. LAC's other environmental liabilities from existing mineral exploration work in the vicinity of the Thacker Pass Project area have a reclamation obligation totaling approximately $0.6 million. LAC holds a $1.7 million reclamation bond with the BLM Nevada State Office, with $1.0 million available for future operations or amendments to existing operations.  In addition, on February 22, 2023, BLM approved the Company's surety bond in the amount of $13.7 million for the initial construction works relating to the Thacker Pass Project. 

Commercial Agreements

On February 16, 2023, LAC entered into the Offtake Agreement with GM pursuant to which LAC will supply GM with lithium carbonate production from Phase 1 of the Thacker Pass Project. The price within the Offtake Agreement is based on an agreed upon price formula linked to prevailing market prices. For further details, see "Item 10.C - Material Contracts - GM Transaction Purchase Agreement".

In 2019, Lithium Nevada, formerly Western Lithium USA Corporation, a wholly-owned subsidiary of LAC, entered into a mine design, consulting and mining operations agreement with Sawtooth Mining LLC ("Sawtooth Mining"), a subsidiary of NACCO Industries Inc. and North American Coal. Sawtooth Mining has exclusive responsibility for the design, construction, operation, maintenance, and mining and mine closure services for the Thacker Pass Project, which will supply all of Lithium Nevada's lithium-bearing ore requirements. Sawtooth Mining has agreed to provide Lithium Nevada with the following (i) US$3.5 million in seven consecutive equal quarterly instalments, with the final payment received in October 2020; and (ii) engineering services related primarily to mine design and permitting. During construction, Sawtooth Mining has agreed to provide initial funding for up to US$50 million to procure all mobile mining equipment required for "Phase 1" operations. Excluding these Sawtooth Mining investments, Lithium Nevada bears all costs of mining and mine closure. Lithium Nevada has agreed to either pay a success fee to the mining contractor of US$4.7 million upon achieving commercial production or repay the US$3.5 million without interest if the final project construction decision is not made by 2024.

Lithium Nevada has also entered into master services agreements with EXP US Services Inc. ("EXP"), ITAC Engineers, P.C. ("ITAC"), M3 Engineering and Technology Corp. ("M3") and EDG Consulting Engineers, Inc. ("EDG"). EXP was contracted to develop the design and costing of the acid plant. In 2020, LAC entered into master service agreements with M3 and ITAC to work with Sawtooth Mining and LAC personnel to advance analysis and engineering of the Thacker Pass Project. Subsequently, in 2021, LAC entered into a master services agreement with EDG to act as an owner's engineer and evaluate the quality and coordination of work among the various engineering firms. EDG's team augmented LAC's staffing and supported M3 and ITAC to support and guide interfaces between the engineering teams, equipment vendors and validate quality of work against their extensive catalog of project work.

In 2022, Aquatech International, LLC ("Aquatech") was contracted through a master services agreement to provide confirmation test work, equipment engineering, equipment manufacture and supply for purification and final product crystallization systems for the LC production plant. Furthermore, and after a long and robust tender process, in November 2022, LAC separately awarded an Engineering, Procurement and Construction Management Contract (an "EPCM") to Bechtel Corporation, which, in conjunction with LAC and its employees, will be a partner in the design, procurement and execution of Thacker Pass Project mining and production operations.

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Financing Strategy

On January 30, 2023, LAC entered into the GM Transaction Purchase Agreement pursuant to which GM will make a US$650 million equity investment in LAC in two tranches, to be used for the development of the Thacker Pass Project. In connection with the closing of Tranche 1 on February 16, 2023, GM subscribed for 15,002,243 subscription receipts of LAC which were automatically converted into 15,002,243 units comprising an aggregate of 15,002,243 LAC Common Shares and 11,890,848 Tranche 2 Warrants (as defined below) for gross proceeds of approximately US$320 million and entered into the Offtake Agreement and the Investor Rights Agreement with LAC, thereby becoming LAC's largest shareholder and offtake partner. See "Item 4.A - History and Development of the Company" and "Item 10.C - Material Contracts" for further details regarding the GM Transaction and the agreements in respect of the GM Transaction. In addition, LAC continues to evaluate a variety of other strategic financing options for the Thacker Pass Project.

In April 2022, LAC submitted, and is currently progressing, a formal application to the U.S. Department of Energy ("DOE") for funding to be used at the Thacker Pass Project through the ATVM Loan program, which is designed to provide funding to U.S. companies engaged in the manufacturing of advanced technology vehicles and components used in those vehicles. On February 22, 2023, LAC announced that it received a Letter of Substantial Completion from the DOE Loan Programs Office for its application to support the financing of the Thacker Pass Project. The Letter of Substantial Completion determines that LAC's application for the DOE's ATVM Loan program contains all the information necessary to conduct an eligibility assessment and can commence the process to engage in confirmatory due diligence and term sheet negotiation. If LAC is offered a loan by DOE, it expects funding from the ATVM Loan program to provide up to 75% of the Thacker Pass Project's total capital costs for construction for Phase 1. Relevant development costs incurred by the Thacker Pass Project may qualify as eligible costs under the ATVM Loan program as of January 31, 2023. DOE's invitation to enter into due diligence is not an assurance that DOE will offer a term sheet to the applicant, or that the terms and conditions of a term sheet will be consistent with terms proposed by the applicant. The foregoing matters are wholly dependent on the results of DOE advanced due diligence and DOE's determination whether to proceed. It is expected that the borrower under the DOE loan will be a subsidiary to be transferred to the Company as part of the Separation.

Detailed Property Description

The Thacker Pass Project is a development stage property 100% owned by Lithium Nevada Corp., a wholly owned subsidiary of LAC. 

The Thacker Pass Project is located in Humboldt County in northern Nevada, approximately 100 kilometers (km) north-northwest of Winnemucca, approximately 33 km west-northwest of Orovada, Nevada, and 33 km due south of the Oregon border. It is situated within 44 North (T44N), Range 34 East (R34E), and within portions of Sections 1 and 12; T44N, R35E within portions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17; and T44N, R36E, within portions of Sections 7, 8, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 29, and encompasses approximately 4,236 hectares (ha).

The book value for the property and its associated plant and equipment is $8.9 million as of December 31, 2021.

For more information, see Exhibit 15.1, "Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project Humboldt County, Nevada, USA," effective December 31, 2022, prepared for LAC by M3 Engineering & Technology Corporation, EXP U.S. Services Inc., Process Engineering LLC, NewFields Mining Design & Technical Services, Wood Canada Limited, Piteau Associates, Sawtooth, a subsidiary of The North American Coal Corporation (NAC), which is a wholly-owned subsidiary of NACCO Industries, Inc. and Industrial TurnAround Corporation, each of which are independent companies and not associates or affiliates of LAC or any associated company of LAC.

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The Thacker Pass Project is planned to be constructed in two phases. To support lithium carbonate production, Phase 1 will consist of a single sulfuric acid plant with a nominal production rate of 3,000 tonnes per day sulfuric acid. Phase 2 would begin three years later with the addition of a second sulfuric acid plant with an additional nominal production rate of 3,000 t/d.

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Infrastructure and Accessibility. The Thacker Pass Project is located within the McDermitt Caldera in northwest Nevada. Access to the Thacker Pass Project is via the paved US Highway 95 and paved State Route 293; travel north on US-95 from Winnemucca, Nevada, for approximately 70 km to Orovada and then travel west-northwest on State Route 293 for 33 km toward Thacker Pass to the Thacker Pass Project site entrance. On-site access is via several gravel and dirt roads established during the exploration phase. The closest international airport is located in Reno, Nevada, approximately 370 km southwest of the Thacker Pass Project.  The nearest railroad access is in Winnemucca, Nevada.

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The layout contemplates a total of two new entrances and utilizing one existing entrance from SR-293 onto the Thacker Pass Project site. Electrical power for the project will be supplied by on-site power generation and via the grid connected to the nearby local electric utility cooperative, Harney Electric Cooperative (HEC) 115 kV transmission network.  Raw water is sourced via aquifer-fed wells seven miles east of the processing plant. LAC believes that required personnel for the project would be available locally.

Property Rights. The Thacker Pass Project area encompasses approximately 4,236 ha within the Plan of Operations (PoO). The unpatented mining claims include approximately 22,400 ha. LAC owns 64.75 ha of private property in the Thacker Pass Project area. The total LAC controlled area with surface and mineral rights is approximately 22,465 ha.

Unpatented mining claims provide the holder with the rights to all locatable minerals on the relevant property, which includes lithium. The rights include the ability to use the claims for prospecting, mining or processing operations, and uses reasonably incident thereto, along with the right to use so much of the surface as may be necessary for such purposes or for access to adjacent land. This interest in the unpatented mining claims remains subject to the paramount title of the US federal government. The holder of an unpatented mining claim maintains a perpetual entitlement to the UM Claim, provided it meets the obligations for maintenance of the UM Claims as required by the Mining Act of the United States of America and associated regulations. Currently, the principal obligation imposed on the holders of unpatented mining claims is to pay an annual maintenance fee, which represents payment in lieu of the assessment work required under the Mining Act. The annual fee of $165.00 per claim is payable to the BLM, Department of the Interior, Nevada, in addition to a fee of $12.00 per claim paid to the county recorder of the relevant county in Nevada where the unpatented mining claim is located.

Exploration and Drilling.  Exploration programs have been carried out in the McDermitt Caldera since 1975. A collar survey was completed by LAC for the 2007-2008 drilling program using a Trimble GPS (Global Positioning System). The topographic surface of the Thacker Pass Project area was mapped by aerial photography dated July 6, 2010 for LAC using Trimble equipment for ground control. In addition to drilling in 2017, LAC conducted five seismic survey lines along a series of historical drill holes to test the survey method's accuracy and resolution in identifying clay interfaces.

Prior owners and operators of the property did not conduct any commercial lithium production from the property.

LAC Drill Holes Provided in Current Database for the Thacker Pass Deposit

Drilling Campaign	Number Drilled	Type	Hole IDs in Database	Number used in Geological Model
Chevron	24	Rotary	PC-84-001 through PC-84-012, PC-84-015 through PC-84-026	0
	1	Core	PC-84-014c	0
LAC 2007-2010	230	HQ Core	WLC-001 through WLC-037, WLC-040 through WLC-232	227
	7	PQ Core	WPQ-001 through WPQ-007	0
	5	HQ Core	Li-001 through Li-005	0
	8	RC	TP-001 through TP-008	0
	2	Sonic	WSH-001 through WSH-002	0
LAC 2017-2018	144	HQ Core	LNC-001 through LNC-144	139

Notes: Holes WLC-040, WLC-076, WLC-183, LNC-002, LNC-012, LNC-081, LNC-083, and LNC-110 were not used in the Resource Estimate due to proximity to other core holes.

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Past and modern drilling results show lithium grade ranging from 2,000 ppm to 8,000 ppm lithium over great lateral extents among drill holes. There is a fairly continuous high-grade sub-horizontal clay horizon that exceeds 5,000 ppm lithium across the Thacker Pass Project area. This horizon averages 1.47 m thick with an average depth of 56 m down hole. The lithium grade for several meters above and below the high-grade horizon typically ranges from 3,000 ppm to 5,000 ppm lithium. The bottom of the deposit is well defined by a hydrothermally altered oxidized ash and sediments that contain less than 500 ppm lithium, and often sub-100 ppm lithium (HPZ). All drill holes except two, are vertical which represent the down hole lithium grades as true-thickness and allows for accurate resource estimation. The Chevron holes were not used for the resource reporting but as a general guide for exploration planning since these holes primary focus was on uranium and not lithium

Geology.  The Thacker Pass Project is located within an extinct 40x30 km supervolcano named McDermitt Caldera, which was formed approximately 16.3 million years ago (Ma) as part of a hotspot currently underneath the Yellowstone Plateau. Following an initial eruption and concurrent collapse of the McDermitt Caldera, a large lake formed in the caldera basin. This lake water was extremely enriched in lithium and resulted in the accumulation of lithium-rich clays.

Late volcanic activity uplifted the caldera, draining the lake and bringing the lithium-rich moat sediments to the surface resulting in the near-surface lithium deposit which is the subject of the Thacker Pass Project.

The Thacker Pass Deposit sits sub-horizontally beneath a thin alluvial cover and is partially exposed at the surface. The sedimentary section consists of alternating layers of claystone and volcanic ash. Basaltic lavas occur intermittently within the sedimentary sequence. The moat sedimentary section at the Thacker Pass Project site overlies the indurated intra-caldera Tuff of Long Ridge. A zone of silicified sedimentary rock, the Hot Pond Zone (HPZ), occurs at the base of the sedimentary section above the Tuff of Long Ridge.

Clay in the Thacker Pass Deposit includes two distinct types of clay mineral, smectite and illite. Smectite clay occurs at relatively shallow depths in the deposit and contains roughly 2,000 - 4,000 parts per million (ppm) lithium. Higher lithium contents (commonly 4,000 ppm lithium or greater) are typical for illite clay which occurs at relatively moderate to deep depths and contain values approaching 9,000 ppm lithium in terms of whole-rock assay.

Lithium enrichment (>1,000 ppm) in the Thacker Pass Deposit and deposits of the Montana Mountains occur throughout the caldera lake sedimentary sequence above the intra-caldera Tuff of Long Ridge. The exact cause for the lithium enrichment in the caldera lake sediments is still up for debate. The presence of sedimentary carbonate minerals and magnesium-smectite (hectorite) throughout the lake indicates that the clays formed in a basic, alkaline, closed hydrologic system.

Encumbrances and Permitting.  There are no identified significant encumbrances that would prevent LAC from achieving all permits and authorizations required to commence construction and operation of the Thacker Pass Project based on the data that has been collected to date.  LAC is approved by the BLM and the NDEP-BMRR to conduct mineral exploration activities at the Thacker Pass Project site in accordance with Permit No. N85255.  LAC has either completed or initiated the process to obtain all major necessary federal, state, and local regulatory agency permits and approvals for further advancement of the Thacker Pass Project.

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Royalties

The Thacker Pass Project is subject to a royalty with the Orion Mine Finance Fund I. It is a gross revenue royalty on the Thacker Pass Project in the amount of 8% of gross revenue until aggregate royalty payments equal $22 million have been paid, at which time the royalty will be reduced to 4.0% of the gross revenue on all minerals mined, produced or otherwise recovered. LAC can at any time elect to reduce the rate of the royalty to 1.75% on notice and payment of $22 M to Orion.

Mineral Resource and Reserve Estimates

Mineral Resources

For the determination of reasonable prospects for economic extraction, the qualified person utilized a cutoff grade (CoG) for lithium ppm with inputs rounded from the financial model and expected metallurgical performance over the expected 40-year LOM plan.  The resulting lithium cutoff grade is 1,047 ppm and is applied to the pit optimization process to develop the economic resource pit.

Cutoff Grade Inputs

Item	Units	Value
Li2CO3 Price	$/t	22,000
Convert Li2CO3 to Li		5.323
Li Price	$/t	117,040
Royalties (GRR)	%	1.75
Royalties (GRR)	$/t	2,048
Metallurgical Recovery	%	73.5
Price per Recovered tonne Lithium	$/t	84,519
Mining Cost	$/t	8.50
Processing Cost	$/t	80.00
Operating Cost per tonne	$/t	88.50

Note:

-Cost estimates are as of Q3 2022 (Section 18 of the Thacker Pass 1300 Report)

-Lithium price estimate is as of Q2 2022 (Section 16 of the Thacker Pass 1300 Report)

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A resource constraining pit shell has been derived from performing a pit optimization calculation using Vulcan Software. The pit optimization utilized the inputs from the following table and the lithium cutoff grade of 1,047 ppm to determine the constraining resource pit shell.

Pit Optimizer Parameters 

Parameter	Unit	Value
Li2CO3 Price	$/t	22,000
Li Price	$/t	117,040
Processing Cost (Feed - $0.98 and Processing - $80.00)	$/t ROM	80.98
Metallurgical Recovery	%	73.5
Mining Cost for Mill Feed	$/t	3.67
Mining Cost for Waste and Topsoil (No D&B)	$/t	2.53
Mining Cost for Basalt (Included D&B)	$/t	3.76
Mining Recovery Factor	%	100
Royalties (GRR)	$/t	2,048
Pit Wall Slope Factor	%	27

Note:

-Cost estimates are as of Q3 2022

-Lithium price estimate is as of Q2 2022

See Section 11 of the Thacker Pass 1300 Report for more information regarding the key assumptions, parameters and methods.

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Mineral Resources Estimate as of December 31, 2022

Category	Tonnage (Mt)	Average Li (ppm)	Lithium Carbonate Equivalent (Mt)	Metallurgical Recovery (%)
Measured	325.2	1,990	3.4	73.5
Indicated	895.2	1,820	8.7	73.5
Measured & Indicated	1,220.4	1,860	12.1	73.5
Inferred	297.2	1,870	3.0	73.5

Notes:

1.Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability, and there is no certainty that all or any part of such Mineral Resources will be converted into Mineral Reserves.

2.Mineral Resources are in-situ and exclusive of 217.3 million metric tonnes (Mt) of Mineral Reserves

3.Mineral Resources are reported using an economic break-even formula: "Operating Cost per Resource Tonne"/"Price per Recovered Tonne Lithium" * 10^6 = ppm Li Cutoff. "Operating Cost per Resource Tonne" = US$88.50, "Price per Recovered Tonne Lithium" is estimated: ("Lithium Carbonate Equivalent (LCE) Price" * 5.323 *(1 - "Royalties") * "Recovery". Variables are "LCE Price" = US$22,000/tonne Li₂CO₃, "Royalties" = 1.75% and "Metallurgical Recovery" = 73.5%.

4.Resources presented at a cutoff grade of 1,047 ppm Li.

5.A resource economical pit shell has been derived from performing a pit optimization estimation using Vulcan software.

6.The conversion factor for lithium to LCE is 5.323.

7.Applied density for the mineralization is 1.79 t/m³ (Section 8.4 of the Thacker Pass 1300 Report).

8.Measured Mineral Resources are in blocks estimated using at least six drill holes and eighteen samples within a 262 m search radius in the horizontal plane and 5 m in the vertical direction; Indicated Mineral Resources are in blocks estimated using at least two drill holes and six to eighteen samples within a 483 m search radius in the horizontal plane and 5 m in the vertical direction; and Inferred Mineral Resources are blocks estimated with at least two drill holes and three to six samples within a search radius of 722 m in the horizontal plane and 5 m in the vertical plane.

9.Tonnages and grades have been rounded to accuracy levels deemed appropriate by the qualified person.  Summation errors due to rounding may exist.

Mineral Reserves

The Mineral Reserves estimate for the Thacker Pass Deposit are based on an approved permitted pit shell developed in 2019 for the Environmental Impact Statement (the "EIS"). The pit shell was developed using Vulcan's Pit Optimization and Automated Pit Developer.  The EIS pit area was limited by a few physical boundaries, including:

• The west boundary was limited by the Thacker Pass Creek.
  
  
• A limit line was set to keep the pit shell from breaking into the water shed.
  
  
• The northern boundary was predominately limited by the Montana Mountains.
  
  
• The east and south boundaries were limited by mine facilities, waste facilities, process plant, and SR 293.

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Pit Optimizer Parameters 

Parameter	Unit	Value
Li2CO3	US$/t	5,400
Ore Processing Cost	US$/t ROM	55.00
Process Recovery	%	84
Mining Cost for Ore	US$/t	2.80
Mining Recovery Factor	%	95

Note:

-Cost estimates and Lithium price are as of 2018

The Mineral Reserves are a modified subset of the Measured and Indicated Mineral Resources. A cutoff grade variable of kilograms of lithium extracted per run-of-mine (ROM) tonne was used to develop the Mineral Reserves for a 40-year mine plan producing a total life of mine (LOM) plant leach ore feed of 154.2 million dry tonnes. The leach ore feed is the ROM ore dry less the ash dry tonnes.  The cutoff grade variable, kilograms of lithium extracted per tonne of ROM feed, is estimated using formulas and variables developed by LAC and is applied to each individual block of the geologic block model. The cutoff grade estimation is 1.533 kg of lithium recovered per tonne of ROM feed.

Overall reserve ore and waste tonnages are modeled using Maptek's geologic software package.

Waste consists of various types of material, including basalt, volcanic ash, alluvium and clay that does not meet the ore definition or the cutoff grade described above. 

See Section 12 of the Thacker Pass 1300 Report for more information regarding the key assumptions, parameters and methods.

The classified Mineral Reserves are summarized in the table below for the 40-year permitted pit. This estimate uses a maximum ash percent cutoff of 85% and a cutoff grade of 1.533 kg of lithium extracted per tonne of ROM feed. Additionally, a 95% mining recovery factor is applied. A dilution percentage was not applied.

Mineral Reserves Estimate as of December 31, 2022

Category	Tonnage (Mt)	Average Li (ppm)	Lithium Carbonate Equivalent Mined (Mt)
Proven	192.9	3,180	3.3
Probable	24.4	3,010	0.4
Proven and Probable	217.3	3,160	3.7

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Note:

1.Mineral Reserves have been converted from measured and indicated Mineral Resources within the pre-feasibility study and have demonstrated economic viability.

2.Reserves presented at an 85% maximum ash content and a cut-off grade of 1.533 kg of lithium extracted per tonne run of mine feed. A sales price of $5,400 US$/t of Li₂CO₃ was utilized in the pit optimization resulting in the generation of the reserve pit shell in 2019. Overall slope of 27 degrees was applied. For bedrock material pit slope was set at 47 degrees. Mining and processing cost of $57.80 per tonne of ROM feed, a processing recovery factor of 84%, and royalty cost of 1.75% were additional inputs into the pit optimization. 

3.A LOM plan was developed based on equipment selection, equipment rates, labor rates, and plant feed and reagent parameters. All Mineral Reserves are within the LOM plan. The LOM plan is the basis for the economic assessment within the Thacker Pass TR, which is used to show economic viability of the Mineral Reserves.

4.Applied density for the ore is 1.79 t/m³ (Section 8.4 of the Thacker Pass 1300 Report)

5.Lithium Carbonate Equivalent is based on in-situ LCE tonnes with 95% recovery factor.

6.Tonnages and grades have been rounded to accuracy levels deemed appropriate by the qualified person.  Summation errors due to rounding may exist.

7.The reference point at which the Mineral Reserves are defined is at the point where the ore is delivered to the run-of-mine feeder. 

Mining Operations

The shallow and massive nature of the deposit makes it amenable to open-pit mining methods. The mining method assumes hydraulic excavators loading a fleet of end dump trucks. This truck/excavator fleet will develop several offset benches to maintain geotechnically stable highwall slopes. These benches will also enable the mine to have multiple grades of ore exposed at any given time, allowing flexibility to deliver and blend ore as needed.

Pit Design

A highwall slope-stability study was completed by Barr Engineering Co. ("BARR") in December 2019. BARR conducted geotechnical drilling, testing, and analysis to assess the geology and ground conditions. Core samples were obtained to determine material characteristics and strength properties. A minimum factor-of-safety value of 1.20 is generally acceptable for active open pit walls. However, given the possibility of long-term exposure of pit slopes in clay geological formations, a value of 1.30 was incorporated into the design for intermediate and overall slope stability.

The geotechnical analysis indicates that the geology is generally uniform across the Thacker Pass Project site. The competence of the in-situ material in conjunction with the use of the proposed highwall angles meets or exceeds the minimum recommended factor-of-safety values for intermediate and overall slope configurations.

A bench width of 50 m and a height of 5 m was chosen. This face height is amenable to efficient loading operations while still shallow enough to allow for the removal of thicker barren horizons within the cut to minimize dilution. Double benching and increasing the bench height to 10 m before implementing offsets, will be used to increase mining depths while maintaining the inter-ramp slope requirements.

Mine Plan

The initial cut location is at the mouth of the valley entering the west area. The haul road will enter the initial cut area at the 1,540 m level. From the initial cut, mining advancement prioritized five objectives: (1) recover all ore, (2) deliver a blend of illite and smectite ore to the beneficiation circuit, (3) provide higher grade ore early in the Thacker Pass Project life, (4) facilitate placement of waste into the previously mined pit area as soon as feasible, and (5) mine the entirety of the permitted pit area. This required initial pit advancement to first expose the west and south walls. Mining will then advance north toward the Montana Mountains and finally finish to the east.

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Mining Operations

Waste removal and ore removal will be done using two hydraulic excavators and a fleet of end dump trucks. The end dump truck fleet will haul the ore to the ROM stockpile and the waste will be hauled either to the West Waste Rock Storage Facility or placed in previously mined sections of the pit. The end dump truck fleet will also be used to haul coarse gangue and attrition scrubber reject materials.

The annual production rate for the 40-year mine is based on varying plant feed leach ore rates caused by the availability of sulfuric acid for the leaching process. Phase I (years 1-3) has an annual feed rate of 1.7 million dry tonnes of ore to leach and Phase 2 (years 4-40) has 4.0 million dry tonnes of ore to leach.

Due to the sequence of mining, the majority of in-pit ramps will be temporary. Additionally, cross-pit ramping will be utilized from load face to the in-pit waste dump as well as access to the main haul road. The cross-pit ramps will be dumped using waste material. As the pit advances, portions of the in-pit ramp will be excavated to allow mining access to the lower mining faces. Removal of portions of the in-pit ramp will be considered rehandle and is accounted for in the total waste removed.

Equipment Selection

Equipment selection was based on the annual quantities of material required to be mined. The qualified person consulted Caterpillar, Komatsu, and Liebherr to determine the best fleet size. After reviewing various options, 91-tonne class end dump trucks loaded by two 18-tonne class hydraulic excavators in five passes were selected. The excavators will be used to load two types of ore as well as the waste material. They will be staged to minimize movement between the multiple required dig faces. The trucks can easily be assigned or re-assigned to either machine to maintain maximum production depending on excavator downtime, changes in required material to be hauled, and haul cycle times. The excavators and trucks will be equipped with buckets and bodies specifically designed for the density of the material at the Thacker Pass Project.

Major Equipment Specifications

Equipment	Class	Quantity	Usage
Hydraulic Excavator	18 tonne	2	Waste and Ore Removal
End Dump Trucks	91 tonne	12	Ore, Waste, Attrition Scrubber Reject,
Wheel Loader	23 tonne	1	Coarse Gangue, Ore, Waste, Attrition Scrubber Reject, Ore Feed
Track Dozer	475 HP	5	Ore, Waste, Coarse Gangue, Ore Feed
Grader	350 HP	3	All areas
Water Truck (Primary)	53k Liter	2	Dust Suppression, All areas
Water Truck (Secondary)	30k Liter	1	Dust Suppression, All areas
Wheel Dozer	500 HP	1	Coarse Gangue, Ore, Waste

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Personnel Requirements

Four crews will be utilized to cover the 168 hours per week rotating operating schedule. A Monday through Friday schedule has been included for management and technical service positions. It is assumed that local talent will be available and no fly-in-fly-out adjustments have been included. The positions included in the labor are listed in the table below. Positions listed are for mining operations including waste and ore, attrition scrubber reject, and coarse gangue.

Personnel List

Position	Roster	No. Employed
Management
Mine Manager	M-F	1
Technical Services
Mining Engineers	M-F	3
Engineer Tech	M-F	1
Geologist	M-F	1
Operations
Supervisors	M-S	3-4
Equipment Operators		73-115
Maintenance
Maintenance Planner	M-F	1
Supervisors	M-S	2-4
Mechanics/Welders		23-37
Electricians		1
Administrative
Business Manager	M-F	1
Accountant	M-F	1
Administrative / AP Clerk	M-F	1
Human Resources/Safety Supervisor	M-F	1

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Drilling and Blasting

The reports titled "Factual Geotechnical Investigation Report for Mine Pit Area" (March 2018) completed by Worley Parsons and the "Prefeasibility Level Geotechnical Study Report" (May 2011) completed by AMEC were used to determine the ability to mine without blasting. The uniaxial compressive strength ("UCS") test results in the AMEC data range from essentially 0 to 55.4 MPa. The UCS test results in the Worley Parsons data range from 0.61 to 21.82 MPa with an average of 7.7 MPa. The range of UCS results is within the cutting range of the excavator.

Based on reported test results, exploratory drill logs, and actual excavation of a test pit, only the basalt is expected to require blasting. However, there are bands of hard ash which may require ripping with a dozer prior to loading. The remaining waste and ore can be free dug with the hydraulic excavators. Due to the infrequency of blasting, a third-party contractor will be used for the drilling and blasting on an as needed basis.

Dewatering

During the 40-year mining period, it is anticipated that appreciable groundwater is not likely in the mining operations. This assumption is based on a November 2019 report by Piteau Associates. The regional groundwater table is expected to be encountered in approximately year 15 of mining. Groundwater discharge into the pit is not expected to be more than approximately 23 m³/h (100 gpm) at peak. Dewatering wells are not anticipated to be required for these minor discharge rates. Any water encountered in the pit will be collected in sumps and utilized for in-pit dust control.

Processing and Recovery Operations

The Mineral Reserves are comprised of two main types of lithium bearing clay, smectite and illite, with volcanic ash and other gangue minerals mixed throughout. Both types of clay will be processed simultaneously, with a plant feed blend maintained from two separate stockpiles for each clay type. The ore will be upgraded using a wet attrition scrubbing process followed by two classification stages to remove coarse material with low lithium content, referred to as coarse gangue. The upgraded ore slurry will be processed in a leach circuit using sulfuric acid to extract the lithium from the lithium-bearing clay. The lithium-bearing solution will then be purified primarily by using crystallizers and precipitation reagents to produce battery grade lithium carbonate. Leach residue will be washed, filtered, and stacked in a tailing facility.

The Thacker Pass Project will be constructed in two phases. Lithium carbonate production during Phase 1 is designed for a nominal 40,000 t per annum capacity while Phase 2 will double design capacity to a nominal 80,000 t per annum. The process plant will operate 24 hours/day, 365 days/year with an overall availability of 92% and a mine life of 40 years. The total amount of material processed in the mine plan is 217.3 Mt (dry). The most tonnes planned for a single year are 6.7 Mt (dry) in Year 8.

The recovery process consists of the following primary circuits:

• Beneficiation
  
  
  • Comminution

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• Attrition Scrubbing
  
  
• Classification
  
  
• Solid-Liquid Separation (Thickening and Dewatering)

• Leaching
  
  
• Neutralization
  
  
• Counter Current Decantation and Filtration
  
  
• Magnesium, Calcium and Boron Removal
  
  
• Lithium Carbonate (Li₂CO₃) production
  
  
  • 1^st Stage Lithium Carbonate Crystallization
    
    
  • Bicarbonation
    
    
  • 2^nd Stage Lithium Carbonate Crystallization
    
    
  • Sodium Sulfate and Potassium Sulfate Crystallization (ZLD)

A simplified process flowsheet is provided in the figure below.

Overall Simplified Process Flowsheet

41

In beneficiation, ROM ore is crushed then mixed with water and fed to unit operations designed to liberate lithium bearing clay from gangue material. The clay is separated from coarse gangue in classification, with coarse gangue being stockpiled and eventually used as pit backfill material. The clay fines are then sent to the first dewatering (thickening) stage. These circuits are located close to the pit. The slurry is then pumped downgradient to a second stage of dewatering (decanter centrifuging). The resulting slurry is fed to the processing plant.

The dewatered slurry is mixed with sulfuric acid (H₂SO₄) from the acid plant, leaching lithium and other constituents into solution. Acid availability determines leach feed rates, which in turn determines ore mining rates. The free acid contained in the resultant leached residue is neutralized with both a slurry of ground limestone and a magnesium hydroxide slurry from the magnesium precipitation circuit. The neutralized slurry is sent to a CCD circuit to recover residual lithium bearing solution and then fed to recessed chamber filter presses. The filter cake is then conveyed to the clay tailings filter stack ("CTFS") as waste material for stacking.

The filtrate is sent to magnesium and calcium removal circuits where first the bulk of the magnesium is crystallized as MgSO₄*xH₂O salts, removed via centrifugation, and conveyed to the CTFS. Any remaining magnesium in the brine is then precipitated with milk-of-lime and separated by recessed chamber membrane filter presses. The precipitated solids are repulped and recycled back to neutralization (as stated above), eventually leaving the process with neutralized filter cake. The calcium in the liquor is removed via soda ash addition, and an ion exchange polishing step brings the divalent cation concentration to very low levels. This lithium-bearing brine is fed to the Li₂CO₃ production circuit where soda ash is used to precipitate lithium carbonate. A bicarbonation step is used to further remove impurities from the Li₂CO₃ crystals.

The final Li₂CO₃ crystal product is separated via centrifugation then sent to drying, micronization, cooling, dry vibrating magnetic filtration and packaging. Mother liquor from the Li₂CO₃ crystallizers is sent to the Zero Liquid Discharge (ZLD) crystallizer to remove Na and K as sulfate salts. The salts are sent to the CTFS while lithium remaining in the concentrate is recycled back to the front of the Li₂CO₃ circuit and recovered.

42

Process design criteria were developed by the Company's process engineering group based on in-house and vendor test results that were incorporated into the process modelling software Aspen Plus® to generate a steady-state material and energy balance. This data and criteria below were used as nominal values for equipment design/sizing. The design basis for the beneficiation facility is to process an average ROM throughput rate during Phase 1 of about 3.3 M dry tonnes per year equivalent to about 9,015 dry t/d of feed (including a 99% plant availability). Throughput from the mine to the crushing plant is targeted based on an average rejection rate of 34% of the ROM material based on low lithium content in coarse material. With approximately 6,436 dry t/d feed rate (including a 92% plant availability) to the leach plant and recoveries for the Thacker Pass Project, the design basis results in an estimated production rate of approximately 110 t/d (40,187 t/a) of battery grade lithium carbonate.

Infrastructure, Permitting and Compliance Activities

Infrastructure and Logistics

The Thacker Pass Project is planned to be constructed in two phases. Phase 1 will consist of a single sulfuric acid plant with a nominal production rate of 3,000 tonnes per day sulfuric acid. Phase 2 will begin three years later with the addition of a second sulfuric acid plant with an additional nominal production rate of 3,000 t/d. Mined material and tailings will be moved by conveyors and trucks.

Process Plant General Arrangement

A portion of the process facilities encompassing mineral beneficiation and classification is located due east of the Mine Service Area near the ore body. This area includes the ROM pad, feeder breakers and mineral sizers, log washing and attrition scrubbing. Additionally, the front end of the classification circuit is located on this pad and consists of the hydrocyclone cluster, hydraulic classifiers, thickening and coarse gangue discharge and stacking system.

The remainder of the process plant is located approximately 2 miles east. The slurry is transferred to the downstream plant via a pipeline and trench along the southern edge of the haul road. Product flows are generally clockwise starting in the western edge of the upper third zone of the layout. The remainder of the classification (centrifuges), leach, and neutralization circuits begin the process flow on this site. Next the solution is sent to the CCD circuit before being sent to the filtration area located on the northeastern side. Magnesium removal continues south to a central section of the plant before flowing west to calcium precipitation, calcium and boron ion exchange, evaporation, and lithium carbonate production followed by ZLD crystallization. The packaging system, along with the warehouse, are immediately west of the lithium carbonate plant to minimize product transfer distance. The sulfuric acid plant is situated in the southern third of the layout in recognition of prevailing winds. The traffic flow is largely one-way counter clockwise on the site perimeter with maintenance access between major process areas.

Reagents, Consumables and Shipping

Limestone, quicklime, flocculant, and soda ash reagents are delivered to the processing plant in solid form via trucks while liquid sulfur, propane, carbon dioxide, ferric sulfate, caustic soda, and hydrochloric acid are delivered as liquids, also by trucks.

Gasoline, on and off highway diesel along with typical plant warehouse deliveries have been kept to the western portion of the plant with direct access from the main entry minimizing delivery truck exposure to the site. The large equipment warehouse house is located directly south of these facilities.

Battery-grade lithium carbonate is packaged in bags and flexible intermediate bulk containers, and stored in a warehouse on the west side which is collocated with the plant warehouse.

Ancillary Buildings

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The main administration office building and analytical laboratory are located in the southwest corner of the process plant site with direct access from the highway and from the main security entrance. The administration building houses a change room, shift change area, medical areas as well as office space. A helipad is situated near to the administrative office area and the security entrance for ready access. A mill maintenance building is planned on the northeast corner of the plant in close proximity to the filtration building. Two control buildings have been provided. The main plant control building is centrally located for ease of access to the majority of the process plant site. A dedicated sulfuric acid plant control building has been provided within the sulfuric acid plant area. Lastly a small control building is planned at the mineral beneficiation area to manage the crushing, attrition, and front end of the classification unit operations.

Site Access

The Thacker Pass Project envisions improving the junction of US-95 and SR-293 to improve and handle the planned traffic flow. The plant development contemplates a total of three new entrances and utilizes one existing entrance from SR-293 onto the Thacker Pass Project site.

Raw Material Logistics

Raw materials for the Thacker Pass Project are to be delivered to the site by over highway trucks during the life of mine. A local rail-to-truck transloading facility located in Winnemucca will allow for transfer of most raw materials for delivery to the Thacker Pass Project site. A summary of the primary raw materials to be used during operations, and their logistics, is shown below in tabular form. This will include the limestone grinding and storage facility, soda ash transloading facility and the sulfur transloading facility. The cost per tonne of the raw material is included in the Operating Costs for the consumables.

Life of Mine Primary Raw Material Logistics Scheme

Raw Material	Description	Approximate Truck Loads per Day
Liquid Sulfur	Includes unloading, storage, and delivery to the plant via 39-tonne tanker from a transloading facility in Winnemucca, NV.	47
Soda Ash	Includes unloading, storage, and delivery to the plant via 39-tonne trailer from a transloading facility in Winnemucca, NV.	18
Quicklime	Includes unloading, storage, and delivery to the plant via 39-tonne trailer from Savage transloading facility in Golconda, NV. Optionally, may be shipped to site from a transloading facility in Winnemucca, NV with minor capital improvements.	10
Limestone	Includes operation of in-pit primary crusher, delivery to the process plant via 39-tonne trailer and secondary limestone crushing/screening/grinding plant at process plant.	31
Fuel	Includes diesel, unleaded gasoline, propane and their unloading, and delivery to the plant via 10,000 or 12,500 gallon trailer to site. Optionally, may be shipped to site from a transloading facility in Winnemucca, NV.	>1
Other	Includes delivery to the plant via 21-tonne trailer of Ferric Sulfate, Hydrochloric Acid, Caustic Soda, and Flocculant direct to site. Optionally, may be shipped to site from a transloading facility in Winnemucca, NV with minor capital improvements.	>6

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Power Supply

Electrical power for the Thacker Pass Project will be supplied by on-site power generation and via the grid connected to the nearby local electric utility cooperative, Harney Electric Cooperative ("HEC") 115 kV transmission network. The Thacker Pass Project will generate a portion of the steady-state power demand via Steam Turbine Generators driven by steam produced by the sulfuric acid plant. The remainder of steady-state loads and any peaks will be serviced by power purchased from HEC.

Sulfuric Acid Production

The sulfuric acid plants for the Thacker Pass Project are Double Contact Double Absorption (DCDA) sulfur burning sulfuric acid plants with heat recovery systems. The plants sizing was maximized based upon the use of single pieces of equipment such as a single blower train instead of two operating in parallel, and a single waste heat boiler to optimize production versus capital.

Phase 1 and Phase 2 will each have a single sulfuric acid plant capable of producing nominal 3,000 t/d (100 weight % H₂SO₄ basis) of sulfuric acid by burning liquid elemental sulfur. Sulfur is delivered to site by truck and is unloaded by gravity into a single Sulfur Unloading Pit which provides sulfur to both sulfuric acid plants. The sulfuric acid generated from each plant is used in the process plant for the chemical production of lithium carbonate. The total annual operating days is based upon expected scheduled and unscheduled maintenance. Acid production is a function of the plant's nominal capacity and production over Design Capacity with production efficiency of the equipment decreasing over a three-year period until scheduled maintenance occurs. Each sulfuric acid plant has two Liquid Sulfur Storage Tanks with a combined storage capacity of 28 days. The sulfur is transferred from the tanks to the Sulfur Feed Pit and from there to the Sulfur Furnace.

Water Source

The existing Quinn Raw Water Well has been tested and is able to sustain 908 m³/h (4,000 gpm) which satisfies the expected average demand servicing all potable, mining and process flow streams for Phase 2. A backup well is being installed one mile west of the existing production well to maintain a constant supply of water if one well pump is down for maintenance or repairs. A test well for the back-up well was completed in February 2023, and drilling of the backup production well is taking place in March 2023.

Waste Rock and Tailings

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The table below shows a summary of the volumes contained in each storage facility and the estimated volume of each facility at the end of the 40-year mine life.

Design and Requirement Volumes for Stockpiles and Facilities (Millions of Cubic Yards)

Facility Name	Design Storage Mm3 (MCY)	40 Year LOM Required Storage Mm3 (MCY)
West Waste Rock Storage Facility (WRSF)	21.3 (27.9)	20.2 (26.4)
East Waste Rock Storage Facility (WRSF)	16.3 (21.3)	0 (0)
Coarse Gangue Stockpile (CGS)	17.5 (22.9)	17.5 (22.9)
Growth Media Stockpiles (GMS)	12.3 (16.1)	5.0(6.6)
Clay Tailings Filter Stack (CTFS)	266.9 (349.1)	250.7 (327.9)
All facilities have expansion potential.

Note: Storage quantities largely determined by short-term processing requirements or surface area mined, and thus are not reassessed for the 25-year case separately.

Clay Tailings and Salt Storage

Lithium processing will produce tailings comprised of acid leach residue filter cake (clay material), magnesium sulfate salt and sodium/potassium sulfate salts, which is collectively referred to as clay tailings. The clay tailings strategy is based on consideration of the following aspects of the site plan:

• Adoption of filtered stack method of clay tailings disposal, referred to as the Clay Tailings Filter Stack ("CTFS").
  
  
• Fully contained HDPE lined facility for permanent storage of clay tailings.
  
  
• Site selection for the CTFS: the selected location is on relatively flat terrain within the mineral claim area for proper containment, while maintaining close proximity to the process plant.
  
  
• Surface water management to minimize water entering the tailings area.

Placement of clay tailings, otherwise termed as "filtered tailings", differs from conventional slurry tailings methodology and typically has higher operating costs but with the benefit of improved stability and reduced water consumption. It is possible to reduce the tailings to a moisture content amenable to placement in the CTFS.

46

At the end of the leach neutralization process cycle, water from the clay tailings is recovered by solid-liquid separation (dewatering), utilizing filter presses. The filtered tailings are then transported by conveyor to the HDPE lined CTFS facility. In this state, the filtered tailings can be spread, scarified, air dried (if required) and compacted in lifts similar to the practice for typical earth embankment construction.

Environmental Studies, Permitting, and Social or Community Impact

The Thacker Pass Project is located on public lands administered by the BLM. Construction of the Thacker Pass Project requires permits and approvals from various Federal, State, and local government agencies.

The process for BLM authorization includes the submission of a proposed Mine Plan of Operations (PoO, previously defined) and Reclamation Plan for approval by the agency. The Company submitted the Thacker Pass Project Proposed PoO and Reclamation Plan Permit Application on August 1, 2019. The permit application was preceded by the Company's submission of baseline environmental studies documenting the collection and reporting of data for environmental, natural, and socio-economic resources used to support mine planning and design, impact assessment, and approval processes.

As part of the overall permitting and approval process, the BLM completed an analysis in accordance with the NEPA to assess the reasonably foreseeable impacts to the human and natural environment that could result from the implementation of Project activities. As the lead Federal regulatory agency managing the NEPA process, the BLM prepared and issued a Final Environmental Impact Statement ("FEIS"), on December 3, 2020. Following the issuance of the FEIS, BLM issued the EIS Record of Decision and Plan of Operations Approval on January 15, 2021. In addition, a detailed Reclamation Cost Estimate has been prepared and submitted to both the BLM and Nevada Division of Environmental Protection-Bureau of Mining, Regulation and Reclamation (the "NDEP-BMRR"). On October 28, 2021, the NDEP-BMRR approved the PoO with the issuance of draft Reclamation Permit 0415. On February 25, 2022, the NDEP-BMRR issued the final Reclamation Permit 0415. The BLM will require the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining concludes.

There are no identified issues that are expected to prevent the Company from achieving all permits and authorizations required to commence construction and operation of the Thacker Pass Project based on the data that has been collected to date.

Summary Schedule for Permitting, Approvals, and Construction

The Thacker Pass Project is being considered in two phases, lasting 40 years. The Company will utilize existing highways to service the Thacker Pass Project. The following is a summary schedule for permitting, approvals and construction:

• Q3 2018 - Submitted Conceptual Mine Plan of Operations
  
  
• Q3 2019 - Submitted Proposed Mine Plan of Operations and Reclamation Plan Permit Application, BLM deems the document technically complete
  
  
• Q1 2020 - BLM published NOI to prepare an EIS in the Federal Register
  
  
• Q1 2021 - Final EIS and Record of Decision issued by BLM
  
  
• Q1 2022 - Issuance of final WPCP, Reclamation Permit, and Class II Air Quality Operating Permit
  
  
• Q1 2023 - Initiate early-works construction
  
  
• Q3-Q4 2023 - Initiate Plant Construction
  
  
• Q1 2026 - Commissioning process plant, initiate mining,

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• Q4 2026 - Steady state production

Community Engagement

The Company has developed a Community Engagement Plan, recognizing that the support of stakeholders is important to the success of the Thacker Pass Project. The Thacker Pass Project was designed to reflect information collected during numerous stakeholder meetings. The Community Engagement Plan is updated annually.

In connection with the Company's previously proposed Kings Valley Clay Mine Project (at Thacker Pass) and in coordination with the BLM, letters requesting consultation were sent to the Fort McDermitt Paiute and Shoshone Tribe and the Summit Lake Paiute Tribe on April 10, 2013. The BLM held consultation meetings with the Fort McDermitt Paiute and Shoshone Tribe on April 15, 2013 and the Summit Lake Paiute Tribe on April 20 and May 18, 2013.

As part of the Thacker Pass Project, the BLM Winnemucca District Office initiated the Native American Consultation process. Consultation regarding historic properties and locations of Native American Religious Concerns were conducted by the BLM via mail and personal correspondence in 2018 and 2019 pursuant to the NHPA and implementing regulations at 36 CFR 800 in compliance and accordance with the BLM-SHPO 2014 State Protocol Agreement. On July 29, 2020, the BLM Winnemucca District Office sent formal consultation letters to the Fort McDermitt Paiute and Shoshone Tribe, Pyramid Lake Paiute Tribe, Summit Lake Paiute Tribe, and Winnemucca Indian Colony. In late October 2020, letters were again sent by the BLM to several tribes asking for their assistance in identifying any cultural values, religious beliefs, sacred places and traditional places of Native American people which could be affected by BLM actions on public lands, and where feasible to seek opinions and agreement on measures to protect those tribal interests. As the lead federal agency, the BLM prepared the memorandum of agreement for the Thacker Pass Project and continues to facilitate all ongoing Project-related consultation.

Social or Community Impacts

During operations, it is expected that most employees will be sourced from the surrounding area, which already has established social and community infrastructure including housing, retail and commercial facilities such as stores and restaurants; and public service infrastructure including schools, medical and public safety departments and fire and police/sheriff departments.

Based on the Thacker Pass Projected mine life, the number of potential hourly and salaried positions, and the Thacker Pass Projected salary ranges, Project operations would have a long-term positive impact to direct, indirect, and induced local and regional economics. Phase 2 full production will require approximately 500 direct employees to support the Thacker Pass Project, with the average annual salary estimated at $90,000. An additional and positive economic benefit would be the creation of short-term positions for construction activities. It is estimated that approximately 1,000 temporary construction jobs will be created. Additional jobs will be created through ancillary and support services, such as transportation, maintenance, and supplies.

The Fort McDermitt Tribe is located approximately 56 km (35 miles) by road from the Thacker Pass Project site. The Company and the Tribe have devoted more than 20 meetings to focus on an agreement to solidify engagement and improvements at the Fort McDermitt community. A community benefits agreement was signed by the Company and the Fort McDermitt Paiute and Shoshone tribe in October 2022. The benefits agreement will provide infrastructure development, training and employment opportunities, support for cultural education and preservation, and synergistic business and contracting opportunities.

For nearly two years, the Company has met regularly with the community of Orovada, which is 19 km (12 miles) from the Thacker Pass Project site and is the closest community to the Thacker Pass Project. The purpose of the meetings was to identify community concerns and explore ways to address them. The meetings began informally and were open to the entire community. Eventually, the community formed a committee to work with the Company. A facilitator was hired to manage a process that focused on priority concerns and resolution. The committee and the Company have addressed issues such as the local K-8 school and determined that a new school should be built in Orovada. The community has agreed to a new location and the Company has worked with the BLM to secure the site for the Humboldt County School District. The Company has also completed a preliminary design for the school and is moving forward with detailed engineering and construction planning.

48

Capital and Operating Costs

Capital Cost Estimate

The capital cost estimate for the Thacker Pass Project covers post-sanction early works, mine development, mining, the process plant, the transload facility, commissioning and all associated infrastructure required to allow for successful construction and operations. The cost estimates presented in this section pertain to three categories of capital costs:

• Phase 1 and Phase 2 Development capital costs
  
  
• Phase 1 and Phase 2 Sustaining capital costs
  
  
• Closure capital costs

Development capital costs include the EPCM estimate as well as the Company's estimate for the Company's scope costs. Sustaining capital costs for the Thacker Pass Project have been estimated and are primarily for continued development of the clay tailings filter stack and coarse gangue stockpile, mining activities, sulfuric acid plant, and plant and infrastructure sustaining capital expenditures.

Development capital costs commence with detailed engineering and site early works following project sanction by the owner and continue to mechanical completion and commissioning. Mining pre-production costs have been capitalized and are included under development capital. The capital costs for years after commencement of production are carried as sustaining capital. Pre-sanction costs from completion of the Thacker Pass 1300 Report to project sanction, including environmental impact assessments, permit approvals and other property costs are excluded from this report and these costs are not included in the development capital.

Direct costs include the costs of all equipment and materials and the associated contractors required to perform installation and construction. The contractor indirects are included in the direct cost estimate as a percent of direct labor cost. EPCM / Project indirects were detailed out in a resource plan to account for all identified costs, then budgeted as a percent of construction and equipment to be distributed through the process areas. In general, these costs include:

• Installation contractor's mobilization, camp, bussing, meals, and temporary facilities & power
  
  
• EPCM
  
  
• Commissioning and Vendors
  
  
• Contingency

Contract mining capital repayment includes the 60-month financed repayment of the miner's mobile equipment assets acquired prior to the start of operation.

The table below shows the development capital cost estimate developed for the Thacker Pass Project.

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Development Capital Cost Estimate Summary

Description	Ph1 Costs (US$ M)	Ph2 Costs (US$ M)	Responsible
Mine
Equipment Capital (Contract Mining)	0	0	Sawtooth
Mine Development	51.1	26.3	Sawtooth
Contingency (13.1%)	6.7	3.4	Sawtooth
Total Mine	57.8	29.7
Process Plant and Infrastructure
Costs (Direct & Indirect)	1,735.4	1,398.5	M3/ITAC
Contingency (13.1%)	227.3	183.2	M3/ITAC/EDG
Total Process Plant and Infrastructure	1,962.7	1,581.7
Offsite - Transload Facility
Costs (Direct & Indirect)	69.0	27.1	Owner/Savage
Contingency (13.1%)	9.0	3.5	Owner/EDG
Total Offsite - Transload Facility	78.1	30.6
Owner's Costs
Costs	149.8	75.6	Owner
Contingency (13.1%)	19.6	9.9	Owner/EDG
Total Owner's Costs	169.4	85.5
TOTAL DEVELOPMENT CAPITAL	2,268.0	1,727.5

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Due to rounding, some totals may not correspond with the sum of the separate figures.

Sustaining Capital costs for the base case totaling US$1,510.2 million have been estimated over the Life of Mine ("LOM"), as outlined in the table below, with the subsequent table showing sustaining capital for the first 25 years of the 40-year life of mine.

Sustaining Capital Estimate Summary (40-Year LOM - Base Case)

Description	*LOM Costs (US$ M)	Responsible
Mine
Equipment Capital	264.3	Sawtooth/M3
Mobile Equipment
Equipment Capital	26.6	Owner
Process Plant and Infrastructure
Process Plant	822.9	Owner
Sulfuric Acid Plant	244.2	EXP
CTFS and CGS	149.0	Owner
Offsite Transload Facility
Transload Facility	3.4	Owner
TOTAL SUSTAINING CAPITAL	1,510.2
Contract Mining Capital Repayment	48.8	Owner
* Phase 2 capital costs are not included in sustaining costs

The yearly summarized spend schedule, including sustaining and closure capital, is provided in the following table.

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Capital Cost Spend Schedule

Operation Year	-3	-2	-1	1	2	3	4	5	6	7	8	9	10	11- 15	16- 20	21- 25	26- 30	31- 35	36- 40	40+	TOTAL
Development Capital Phase 1 (US$ M)
Mine Development	4.6	27.2	24.9	1.2																	57.8
Process Plant & Infrastructure	157.0	922.5	844.0	39.3																	1962.7
Offsite Transload Facility	6.2	36.7	33.6	1.6																	78.1
Owner's Cost	13.6	79.6	72.8	3.4																	169.4
Development Capital Phase 2 (US$ M)
Mine Development				2.4	14.0	12.8	0.6														29.7
Process Plant & Infrastructure				126.5	743.4	680.1	31.6														1581.7
Offsite Transload Facility				2.4	14.4	13.2	0.6														30.6
Owner's Cost				6.8	40.2	36.8	1.7														85.5

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Sustaining Capital (US$ M)
Mine Equipment & Capital Recovery				4.4	12.2	15.9	13.4	12.5	7.6	2.6	5.7	0.3	7.9	51.6	26.3	19.7	46.9	35.1	2.2	0.0	264.3
Mobile Equipment				0.0	0.0	0.5	0.0	0.0	1.5	0.0	0.0	0.0	0.0	7.1	1.7	4.4	4.4	3.5	3.5	0.0	26.6
Process Plant				0.0	0.0	0.0	0.0	1.4	0.0	0.0	1.4	0.0	1.4	4.4	30.5	191.6	555.0	37.2	0.0	0.0	822.9
Sulfuric Acid Plant				0.0	0.0	2.3	0.0	0.0	2.6	2.3	0.0	5.1	2.6	22.3	26.0	41.6	33.7	48.9	56.8	0.0	244.2
CTFS and CGS				0.0	0.0	0.0	0.0	5.6	5.6	5.6	5.6	5.6	4.4	22.9	24.3	15.6	16.6	20.4	16.4	0.0	149.0
Offsite Transload Facility				0.0	0.1	0.1	0.1	0.1	0.1	0.1	0.1	0.1	0.1	0.6	0.3	0.6	0.3	0.6	0.3	0.0	3.4
Closure Costs (US$M)
Closure																				53.5	53.5
Annual Capital Expenditure	181.4	1,066.0	975.2	187.9	824.2	761.6	48.0	19.6	17.5	10.5	12.8	11.1	16.4	109.0	109.2	273.6	656.8	145.8	79.2	53.5	5,559.2

Note: Due to rounding, some totals in this table may not correspond with the sum of the separate figures.

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Closure Costs

Closure costs are estimated based upon necessary reclamation, remediation, and closure of the 40-year facility. These closure costs of $53.5M will be updated as operations continue, and concurrent reclamation takes place. Site overhead during closure will be a corporate cost.

Reclamation Costs

Category	Costs ($-M)
Waste Rock Dumps	12.72
Pit	0.08
Haul Roads	0.31
Access Roads	0.10
Process Ponds	3.47
Yards	1.22
Growth Media Stockpile	0.06
Landfills	0
Foundations and Buildings	8.99
Sediment Ponds	0.03
Wells	0.04
Monitoring Wells	0.38
Waste Disposal	12.29
Miscellaneous	2.55
Equipment Removal	0.42
Exploration Drillhole	0
Exploration Roads and Pads	0.12
Indirect Costs	10.70
Total	$53.50

54

Operating Cost Estimate

Annual operating costs are summarized by operating area: Mine, Lithium Process Plant, Sulfuric Acid Plant, and General & Administrative. Operating costs in each area include labor, maintenance materials and supplies, raw materials, outside services, among others. The process operating costs are based on Q1-Q4 2022 pricing. Estimates are prepared on an annual basis and include all site-related operating costs associated with the production of lithium carbonate. All operating costs incurred from project award, up to but excluding commissioning, are deemed preproduction costs and have been included in the Capital Expenditures, as they are considered part of construction.

Operating Cost Estimate Summary (40-Year LOM - Base Case)

Area	Annual Average ($-M)	$/tonne Product	Percent of Total
Mine	76.4	1,144	16%
Lithium Process Plant	214.6	3,213	45%
Liquid Sulfuric Acid Plant	175.4	2,627	36%
General & Administrative	14.3	215	3%
Total	$480.7	7,198	100%

The following items are excluded from the Operating Cost estimate:

• Cost escalation (due to quotes being refreshed in 2022)
  
  
• Currency fluctuations
  
  
• All costs incurred prior to commercial operations
  
  
• Corporate office costs
  
  
• First fills (included in Capital Expenditures),
  
  
• Closure and reclamation costs post operations (concurrent reclamation is included)
  
  
• Salvage value of equipment and infrastructure

Economic analysis

Based on Q2 - Q4 2022 pricing, the economic evaluation presents the after-tax net present value ("NPV"), payback period, and the after-tax internal rate of return (IRR) for the Thacker Pass Project based on annual cash flow projections.

This economic analysis includes sensitivities to variations in selling prices, various operating costs, initial and sustaining capital costs, overall lithium production recovery, and discount rate. All cases assume maximum utilization of the acid plant's available acid and power, with lithium production fluctuating by year according to mine plan and plant performance as predicted by yearly heat/mass balance simulations in Aspen Plus®, conducted by the Company.

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Production and Revenues

Phase 1 Project is designed for a nominal production rate of 40,000 t/y of lithium carbonate and begins production in year 1 through year 3. Phase 2 production is anticipated to begin in year 4 and includes the addition of a second acid plant and processing infrastructure to double production with a nominal production rate of 80,000 t/y of lithium carbonate. Actual production varies with the grade of ore mined in each year with an expected mine life of 40 years. The base case value for price selling was set at $24,000/t.

Total Annual Production and Revenue (40 Year LOM - Base Case)

Production and Revenue	Annual Average	Total
Lithium Carbonate Production (t)	66,783	2,671,318
Lithium Carbonate Revenue ($-M)	$1,603	$64,112
Annual Lithium Carbonate Selling Price ($/t)	$24,000

Financing

Lithium Americas is contemplating multiple options for funding the construction and operation of the Thacker Pass Project. Financial modeling has considered multiple discount rates to account for various funding avenues. Project financing costs are excluded from the model.

Discount Rate

A discount rate of 8% per year has been applied to the model, though other levels from 6-16% are also included for Project assessment at various risk profiles and financing options.

Taxes

The modeling is broken into the following categories: Operational Taxes (which are eligible deductions to arrive at taxable income) and Corporate Net Income Taxes. The 10% operating cost tax credit under the US Inflation Reduction Act for "Advanced Manufacturing Production" has been applied during the first 10 years of Project operation. The legislation specifies phase-out of this credit after 10 years.

Operational Taxes

Payroll taxes are included in salary burdens applied in the OPEX. These include social security, Medicare, federal and state unemployment, Nevada modified business tax, workers compensation and health insurance.

Property tax is assessed by the Nevada Centrally Assessed Properties group on any property operating a mine and/or mill supporting a mine. Tax is 3% to 3.5% of the assessed value, which is estimated at 35% of the taxable value of the property. The property tax owed each year is estimated as 1.1% of the net book value at the close of the prior year plus current year expenditures with no depreciation.

56

Corporate Net Income Taxes

In Nevada lithium mining activities are taxed at 2-5% of net proceeds, depending on the ratio of net proceeds to gross proceeds. Net proceeds are estimated as equal to gross profit for purposes of this study. A tax rate of 5% is applicable to the Thacker Pass Project.

Revenue subject to a net proceeds of minerals tax is exempt from the Nevada Commerce tax; therefore, the Nevada Commerce tax is excluded from the study.

The current corporate income tax rate applicable to the Thacker Pass Project under the Tax Cut and Jobs Act is 21% of taxable income.

Royalties

The Thacker Pass Project is subject to a 1.75% royalty on net revenue produced directly from ore, subject to a buy-down right. This royalty has been included in the economic model on the assumption that the Thacker Pass Project owner will exercise its buy-down right to reduce the royalty from 8.0% to 1.75% by making an upfront payment of US$22 million in the first year of operations. At US$24,000/t lithium carbonate the ongoing annual royalty payments will average $428/t lithium carbonate sold over the 40-year LOM (base case).

Undiscounted annual cash flows, including Capital Expenditures, Operating Costs, and net revenues (pre-tax) are presented in the figure below.

Undiscounted Annual Cash Flow

Cumulative discounted cash flow at the 8% discount rate is presented in the table below.

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Cumulative Discounted Cash Flow

For the Base Case financial assumptions outlined in Section 19.3, the Thacker Pass Project financial performance is measured through Net Present Value, Internal Rate of Return and Payback periods. The after-tax financial model results are summarized in the table below.

After-Tax Financial Model Results (40 Year LOM - Base Case)

Production Scenario	Unit	Values
Operational Life	years	40
Mine and Process Plant Operational Life	years	40
Ore Reserve Life	years	40
Average annual EBITDA	$-M / y	1,093.5
After-tax Net Present Value ("NPV") @ 8% discount rate	$-M	5,727.0
After-tax Internal Rate of Return	%	21.4%
Payback (undiscounted)	years	5.4
*includes capital investments in years up to production

The table below presents NPV and IRR at a range of discount rates for three lithium carbonate product selling price cases: -50% (downside), 0% (base-fixed), and +50% (high).

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After-Tax NPV at 8% ($ Millions) and IRR

Economic Indicator	Unit	Value
NPV @ 8%	$ millions	$5,727
IRR	%	21.4%
Payback	Years	5.4
Payback (discounted)	Years	5.4

Selling Price ($/tonne)	$12,000	$24,000	$36,000
NPV ($-M)	($623)	$5,727	$11,829
IRR (%)	6.0%	21.4%	31.9%

The table below presents the sensitivity of NPV to different discount rates.

NPV for Various Discount Rates (40-Year LOM)

Economic Indicators after Taxes	Years 1-25 of 40-Year LOM	40-Year LoM
NPV @ 0%	$19,500,605	$30,108,567
NPV @ 6%	$6,947,487	$8,398,919
NPV @ 8%	$4,950,134	$5,726,852
NPV @ 10%	$3,497,855	$3,920,727
NPV @ 12%	$2,425,349	$2,659,351
NPV @ 16%	$1,012,718	$1,087,688

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Exploration, Development, and Production

Key milestones of the proposed plan include the following:

• Early Works Construction Start - Q1 2023
  
  
• Notice to Proceed / Major Construction Start - Q3 2023
  
  
• Mechanical Completion - Q3 2026
  
  
• Production Ramp-Up - Q3 2027
  
  
• Phase 2 Construction - Mobilize Q4 2026
  
  
• Phase 2 Ramp up Complete - Q4 2030

The proposed execution plan for the Thacker Pass Project incorporates an integrated strategy for EPCM. The below table shows a tentative overview schedule.

Overview Schedule

Limestone Quarry

One of the main reagents used in processing is limestone. To keep costs down and ensure consistent supply, the Company has evaluated several sources of limestone including existing market sources and two new sources located in Humboldt County. The sources in Humboldt County nearest to the Thacker Pass site are expected to provide more favorable transportation costs and vehicular emissions when compared to the sources that are further away.

The Company has evaluated one regional project (the "Limestone Quarry") in relation to the economics and schedule for availability of limestone product. The estimated delivery cost for limestone from this property was estimated to be $34.24/t. The pricing was based on a high-level scoping study. Additional work and information will be needed to confirm the limestone quantity, quality and delivery cost.

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Transload Facility

High volume raw materials are generally expected to be shipped by rail to a transload facility to be constructed for the Thacker Pass Project in Winnemucca, NV. Quicklime is anticipated to be shipped via the Graymont-owned existing Golconda terminal. The Winnemucca facility is designed for molten sulfur, which requires a receiving site capable of fully melting tankers prior to unloading. The switch yard of the facility will allow for warm storage/melting of 48 rail tankers, which represents 4 days storage for Phase 1 of the Thacker Pass Project, and 2 days storage for Phase 2. Incidental to warm storage will be a variable number of other tankers on site as fresh shipments are dropped off and empty tankers retrieved.

The design of the transload facility has been advanced to an FEL-2 level of design by Savage Services Corporation for the purpose of this study (+30%/-15%). Currently, only molten sulfur to tank, soda ash direct to truck, and miscellaneous bulk liquid direct to truck are captured in Phase 1 construction costs for the Thacker Pass Winnemucca transload terminal. Miscellaneous, low-volume palletized shipments may also be offloaded direct to truck without construction of a dedicated spur (caustic, antiscalant, HCL, diesel, sulfuric acid, etc.). All capital costs for the Winnemucca transload terminal are assumed to be borne by the Thacker Pass Project, and all operating costs are assumed to be borne by the integrator operating the terminal.

Comparison of Mineral Resource and Mineral Reserve Estimates Reported for 2022 and 2021

No mineral resources or reserves were previously reported for the Thacker Pass Project.

Internal Controls Relating to Mineral Resource and Mineral Reserve Estimates

LAC has internal controls for reviewing and documenting the information supporting the mineral resource and mineral reserve estimates, describing the methods used, and ensuring the validity of the estimates.

Information that is used to compile mineral resources and reserves is prepared and certified by appropriately qualified persons at the project level and is subject to our internal review process which includes review by appropriate project management and the qualified person based in our corporate office. LAC engages external professional firms to prepare its Mineral Resource and Mineral Reserve Estimates and the process includes review, independent verification and sign off by external independent qualified persons.

The corporate qualified person reviews the mineral resource and reserve information to be presented to the board of directors for their review.

ITEM 4A.UNRESOLVED STAFF COMMENTS

None.

61

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The Company was incorporated by LAC under the laws of British Columbia, as part of a reorganization of LAC, a public company listed on the TSX and the NYSE,  that will result in the Separation of LAC's North American and Argentina business units into two independent public companies that include: (i) an Argentina focused lithium company owning LAC's current interest in its Argentine lithium assets, including the near-production Cauchari-Olaroz Project, and (ii) the Company, a North America focused lithium company owning the Thacker Pass Project and LAC's North American investments.

The Separation is to be implemented by way of a plan of arrangement under the laws of British Columbia pursuant to an arrangement agreement to be entered into between the Company and LAC. Under the Arrangement, LAC will, among other things, contribute the Spin-Out Business, comprised of LAC's interest in the Thacker Pass Project, LAC's North American investments in the shares of certain companies, certain intellectual property rights and cash, to the Company and the Company will distribute its Common Shares to LAC Shareholders in a series of share exchanges.

The following discussion of the results of the Spin-Out Business, also known as LAC North America, should be read in conjunction with the financial statements and the notes to those statements included in "Item 18. Financial Statements." The annual carve-out financial statements relate to those North American assets and investments owned directly and indirectly by LAC that are to be separated from the existing group and spun out to shareholders in conjunction with the Separation. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in "Item 3. Key Information - D. Risk Factors."

In this section "Operating and Financial Review and Prospects", references to the "Company" are to the Company, and/or as applicable, LAC prior to the Separation as it relates to the Spin-Out Business.

A.Operating Results

Our Business

The Company's principal asset is the Thacker Pass Project, which was in the advanced exploration and evaluation stage as at December 31, 2021.  The Thacker Pass Project is a sedimentary-based lithium property located in the McDermitt Caldera in Humboldt County, Nevada. 

The Company is advancing the Thacker Pass Project construction plan and LAC has entered into strategic agreements with GM with respect to a $650 million equity investment to finance construction and the Offtake Agreement.  Tranche 1 of the GM Transaction closed on February 16, 2023.

In early 2021, the Company wound down an ancillary business held by a wholly owned subsidiary.

Selected Annual Financial Information

The following table provides a brief summary of the Company's financial operations for the years ended December 31, 2021 ("FY 2021"), and December 31, 2020 ("FY 2020"), as derived from the carve-out financial statements.

(in US$ thousands)	2021		2020
	$		$
Expenses	(44,495	)	(23,373	)
Net loss	(47,026	)	(25,217	)
Cash and cash equivalents	933		512
Total assets	10,852		10,607
Total long-term liabilities	(48,021	)	(21,192	)

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Expenses increased from 2020 to 2021, primarily due to increases in exploration and evaluation expenditures, as result of the timing of the Thacker Pass Project's development activities, and general and administrative expenses, as a result of an increase in office and administration expenses, investor and public relations, and professional fees.

Basis of Presentation

The annual carve-out financial statements have been prepared in connection with the proposed reorganization and present the historical information of the Company.

The annual carve-out financial statements include the assets, liabilities, and results that are specifically identifiable to the Company. This includes relevant assets, liabilities, and expenses of Thacker Pass Project and its former ancillary business, RheoMinerals, as well as certain costs related to the management of the Company. The allocated costs are derived mainly from shared corporate expenses. The Company has operated as part of LAC and not as a stand-alone company.  The Company receives service and support from LAC and has been dependent upon LAC's ability to perform these services and support functions. The costs associated with these services and support functions (indirect costs) have been allocated to the Company based on the level of involvement of LAC's management and employees with the Company.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

The following table summarizes the items that resulted in an increase in loss for the year ended December 31, 2021 ("YE 2021") versus the year ended December 31, 2020 ("YE 2020"), as well as certain offsetting items:

Financial results	Years Ended December 31,				Change
(in US$ thousands)	2021		2020
	$		$		$
Exploration and evaluation expenditures	(37,910	)	(17,714	)	(20,196	)
General and administrative (allocation of corp. costs)	(6,585	)	(5,659	)	(926	)
Other (loss)/ income	(2	)	1		(3	)
Finance cost	(2,651	)	(832	)	(1,819	)
Income/ (loss) from discontinued operations	122		(1,013	)	1,135
Net Loss	(47,026	)	(25,217	)	(21,809	)

Higher net loss during the YE 2021 is primarily attributable to:

-an increase in the Company's exploration and evaluation expenditures related to engineering efforts, permitting and feasibility study preparation, and compensation expenses to the Company's personnel in line with the Company's push to advance the Thacker Pass Project towards commencement of construction; and

-an increase in general and administrative expenses due to an increase in insurance, legal and consulting fees.

Expenses

Exploration and evaluation expenditures incurred for the Company for the year ended December 31, 2021, of $37.9 million (2020 - $17.7 million) increased mostly due to higher engineering, permitting and feasibility study-related costs incurred during 2021, higher compensation expenses to the Company's personnel, including new hires, and the timing of permitting and other expenditures on the Thacker Pass Project.

Included in General and Administrative expenses, which represent allocation of corporate assets, during the year ended December 31, 2021, of $6.6 million (2020 - $5.7 million) are:

-Salaries, benefits and other compensation of $3.6 million (2020 - $4.1 million) decreased mainly due to the timing of annual bonus grants.

63

-Office and administrative expenses of $1.3 million (2020 - $0.7 million), which increased as a result of higher insurance costs due to tight insurance market conditions. 

-Professional fees of $1.2 million (2020 - $0.5 million) consisting mainly of legal and consulting fees. Professional fees were higher due to increased corporate transaction activity and strategic financing and investing transactions.

-Investor and public relations, regulatory fees and travel of $0.5 million (2020 - $0.3) during the year ended December 31, 2021 remained consistent year over year.

Other Items

Finance cost during the year ended December 31, 2021 was $2.6 million (2020 - $0.8 million) due to an increased balance under the loan from LAC.

Income/ (loss) from discontinued operations

In 2019, the board of directors of LAC made the strategic decision to wind-up its organoclay business in an orderly fashion, including divesting of its assets. The organoclay business was non-core to LAC's portfolio of lithium projects. On January 13, 2021, LAC completed the sale of the organoclay property, plant and equipment for gross proceeds of $4.25 million. Income/(loss) from discontinued operations related to organoclay business in 2021 and 2020 were  $0.1 million and ($1.0 million), respectively. 

Use of Non-GAAP Financial Measures and Ratios

The Company's financial results are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. This document refers to a non-GAAP financial measure "working capital" which is a not measure recognized under IFRS in Canada and that does not have a standardized meaning prescribed by IFRS or by Generally Accepted Accounting Principles (GAAP) in the United States. Working capital is the difference between current assets and current liabilities.

This non-GAAP financial measure may not be comparable to similar financial measures reported by other issuers. This financial measure has been derived from the Company's financial statements and applied on a consistent basis as appropriate. The Company discloses this financial measure because it believes they assist readers in understanding the results of the Company's operations and financial position and provide further information about the Company's financial results to investors.

This measure should not be considered in isolation or used in substitute for other measures of performance prepared in accordance with IFRS.

B.Liquidity and Capital Resources

Selected Annual Financial Information

Cash Flow Highlights	Years Ended December 31,
(in US$ million)	2021		2020
	$		$
Cash used in operating activities	(42.9	)	(20.3	)
Cash provided by/ (used in) investing activities	2.2		(0.7	)
Cash provided by financing activities	41.1		21.2
Change in cash and cash equivalents	0.4		0.3
Cash and cash equivalents - beginning of the year	0.5		0.2
Cash and cash equivalents - end of the year	0.9		0.5

64

As at December 31, 2021, the Company had cash and cash equivalents of $0.9 million and negative working capital of $2.7 million, compared to cash and cash equivalents of $0.5 million and negative working capital of $1.1 million (excluding assets held for sale of $3.9 million) as at December 31, 2020.

During the year ended December 31, 2021, the Company drew $23.5 million from the loan from LAC to continue its business activities.

Liquidity Outlook

Thacker Pass costs are expected to be funded from available cash on hand and funding from LAC during 2022. As at December 31, 2021, LAC had $510 million in cash and cash equivalents, a substantial portion of which came from the $400 million equity offering in January 2021, designated to fund the Thacker Pass Project and other purposes.

Upon closing of the Separation, the Company expects LAC to transfer a portion of its cash balance to the Company. 

In addition, on January 30, 2023, LAC entered into the GM Transaction Purchase Agreement pursuant to which GM will make a $650 million equity investment in LAC. Gross proceeds from $650 million equity investment will be used for the construction of the Thacker Pass Project.  The Company anticipates that gross proceeds of approximately $320 million from the Tranche 1 of the GM Transaction, which closed on February 16, 2023, are to be contributed to the Company by LAC. Following the Separation, the $330 million Tranche 2 investment of the GM Transaction is contemplated to be invested in the Company, and the proceeds are expected to be designated for the Thacker Pass Project.

The Company continues to advance its application submitted in April 2022 to the US DOE for funding to be used at Thacker Pass through the ATVM Loan program. The proceeds from the DOE's ATVM Loan are expected to contribute a significant portion of the initial capital costs for Thacker Pass Phase 1.

Upon receipt of cash from the GM Transaction, the transfer from LAC and other sources, the Company expects to have sufficient financial resources to fund Thacker Pass expenditures and general and administrative expenditures at least for the next 12 months. The Company continues to develop its projects and does not generate revenues from operations. The Company's capital resources are driven by the status of the Company's projects, and its ability to complete the financing transactions described above.

The timing and the amount of expenditures for the Thacker Pass Project are within the control of the Company due to its direct and sole ownership.

Over the long term, the Company expects to meet the obligations and finance its development plan through financing from the sources discussed above. As a result of conditions associated with the funding sources described above, there can be no assurance that the Company will be successful in having continued access to significant equity and/or debt funding. Except as disclosed, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity and capital resources either materially increasing or decreasing at present or in the foreseeable future. The Company does not engage in currency hedging to offset any risk of currency fluctuations.

2021 Operating Activities

Cash used in operating activities during the year ended December 31, 2021, was $42.9 million compared to $20.3 million during the year ended December 31, 2020. The significant components of operating activities are discussed in the "Results of Operations" section above.

2021 Investing Activities

Investing activities provided net cash of $2.2 million during the year ended December 31, 2021, compared to using $0.7 million during the year ended December 31, 2020. During the year ended December 31, 2021, payments for property, plant and equipment were $0.5 million (2020 - $0.2 million); payments for exploration and evaluation assets were $1.4 million (2020 - $0.5 million), the Company received $4.0 million in net proceeds from the disposal of assets held for sale (organoclay assets) and released $0.1 million of restricted cash during 2021.

2021 Financing Activities

Underwritten Public Offering

65

On January 22, 2021, LAC closed an underwritten public offering (the "Underwritten Public Offering") of common shares for net proceeds of approximately $377.0 million. Proceeds of $295 million were intended to be used to fund pre-construction, engineering and development costs on the Thacker Pass Project.

As of December 31, 2021, the Company used approximately $34.6 million of the net proceeds from the Underwritten Public Offering on pre-construction and engineering costs for the Thacker Pass Project. The balance of funds remained unspent as at December 31, 2021.

Although the Company intends to spend the net proceeds from the Underwritten Public Offering substantially as disclosed in the prospectus supplement for the Underwritten Public Offering, there may be circumstances where, for sound business reasons, a reallocation of funds may be prudent or necessary, and may vary materially from that set out in the supplement. In addition, management of LAC has broad discretion with respect to the actual use of the net proceeds from the Underwritten Public Offering. See "Risk Factors".

Loan from LAC

The Company entered into a line of credit agreement with LAC dated effective January 1, 2020, for funding of Thacker Pass Project expenditures.  The line of credit is for $40.0 million in total and each drawdown has a maturity of December 31, 2023, and an interest rate of 9% per annum. As at December 31, 2021, the Company drew $40.0 million from the loan from LAC. During the year ended December 31, 2021, cash provided by the loan from LAC was $23.5 million (2020 - $13.5 million), and payments for interests on the loan were $3.0 million (2020 - $nil).

Net LAC Investment

LAC's cash contributions to the Company and any transactions on behalf of the Company  outside those funded by way of the line of credit discussed above, were contributed as the net LAC investment. During the year ended December 31, 2021, cash received via net LAC investment was $20.1 million (2020 - $5.7 million).

Advance from Mining Contractor

During the second quarter of 2019, the Company entered into a long-term mine design, consulting and mining operations agreement with a mining contractor (the "Contract Mining Agreement") on the Thacker Pass Project. Under the Contract Mining Agreement, the mining contractor provided Lithium Nevada with $3.5 million in seven consecutive equal quarterly installments and engineering services related primarily to mine design and permitting. Lithium Nevada will pay a success fee to the mining contractor of $4.65 million payable upon achieving commercial mining milestones or repay $3.5 million without interest if a final project construction decision is not made by 2024. During construction, the mining contractor has agreed to provide initial funding of up to $50 million to procure all mobile mining equipment required for Phase 1 operations. During the year ended December 31, 2020, the Company received $2 million under the Contract Mining Agreement.

Contractual Obligations

As at December 31, 2021, the Company had the following contractual obligations (undiscounted, in USD million):

	2022	2023	2024	2025 and later	Total
	$	$	$	$	$
Accounts payable and accrued liabilities	4.2	-	-	-	4.2
Obligations under office leases	0.7	0.8	0.8	0.9	3.2
Other obligations (NA Coal undiscounted, Vehicle Lease)	0.1	2.5	3.5	-	6.1
Loans from LAC	-	43.6	-	-	43.6
Total	5.0	46.9	4.3	0.9	57.1

66

The Company's commitments including royalties, and option payments are disclosed in Note 6 of the carve out financial statements for the year ended December 31, 2021, most of which will be incurred in the future if the Company continues to hold the subject property, continues construction, or starts production.

C.Research and Development, Patents and Licenses, etc.

Not applicable.

D.Trend Information

While the Company does not have any producing lithium projects, it is directly affected by trends in the lithium mining industry. At the present time global lithium prices are extremely volatile. Lithium prices, driven by rising global demand for electric vehicles, climbed dramatically and approached near historic highs in 2022. Prices have declined slightly since those highs but have remained elevated in 2023.

Overall market prices for securities in the lithium resource sector and factors affecting such prices, including electric vehicles demand, political trends in the countries in which such companies operate, and general economic conditions, may have an effect on the terms on which financing is available to the Company, if available at all.

Except as disclosed, the Company does not know of any trends, demand, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in liquidity are substantially determined by the results of exploration and development programs on the Company's material assets.

The Company's financial assets and liabilities generally consist of cash and cash equivalents, receivables, deposits, accounts payable and accrued liabilities, and loan payable. The Company does not currently have major commitments to acquire assets in foreign currencies.

E.Critical Accounting Estimates

The discussion and analysis of the Company's financial condition and results of operations are based upon the Company's carve out financial statements, which have been prepared in accordance with IFRS. The preparation of those financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties and potentially result in materially different results under different assumptions and conditions. The Company has described below what it believes are the most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a description of all the Company's significant accounting policies, see Note 3 to the Company's annual audited financial statements included in this registration statement.

Impairment of Mineral Properties

The application of the Company's accounting policy for impairment required judgment to determine whether indicators of impairment exist including information such as, the period for which the Company has the right to explore including expected renewals, the extent of substantive expenditures on further exploration and evaluation, as well as evaluation of the results of exploration and evaluation activities up to the reporting date. Management performed an impairment indicator assessment on the Company's exploration and evaluation assets and concluded that no impairment indicators existed as of December 31, 2021 and 2020.

Carve-out Allocations from LAC

The preparation of the annual carve-out financial statements requires management to make assumptions, estimates, and judgments that affect the amounts reported in the financial statements and accompanying notes. The most significant areas requiring the use of management estimates and assumptions relate to the allocation of costs from LAC. The Company bases its estimates on historical experience and various assumptions that are believed to be reasonable at the time the estimate was made. Accordingly, actual results may differ from amounts estimated in these financial statements and such differences could be material. The amounts presented in the annual carve-out financial statements are not necessarily indicative of the results that may be expected for future years.

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New Accounting Standards and Recent Pronouncements

The Company adopted Interest Rate Benchmark Reform - Phase 2: Amendments to IFRS 9, IAS 39, IFRS 4 and IFRS 16 (the "Phase 2 Amendments") effective on January 1, 2021. Interest rate benchmark reform ("Reform") refers to a global reform of interest rate benchmarks, which includes the replacement of some interbank offered rates with alternative benchmark rates.

The Phase 2 Amendments provide a practical expedient requiring the effective interest rate to be adjusted when accounting for changes in the basis for determining the contractual cash flows of financial assets and liabilities that relate directly to the Reform, rather than applying modification accounting which might have resulted in a gain or loss. In addition, the Phase 2 Amendments require disclosures to assist users in understanding the effect of the Reform on the Company's financial instruments and risk management strategy.

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

The following are the expected members of senior management and the directors of the Company following the Separation:

Name	Age	Position
Jonathan Evans	53	Director and Chief Executive Officer
[●]	[●]	[●]
[●]	[●]	[●]
[●]	[●]	[●]

*Independent Director

Biographical information with respect to each of our directors and our executive officers is set forth below.

Jonathan Evans, Chief Executive Officer

Mr. Evans joined Lithium Americas Corp. as a Director in June 2017, and has served as its President since August 2018 and its CEO since May 2019. From March 2016 to September 2018, he was the Chief Operating Officer of DiversiTech Corporation (a manufacturing company). Mr. Evans has more than 20 years of operations and general management experience across businesses of various sizes and industry applications. Previously, he served as Vice President and General Manager for FMC Corporation's lithium division, and has held executive management roles at Arysta LifeScience, AMRI Corporation and General Electric. He holds a Bachelor of Science degree in mechanical engineering from Clarkson University and an MS from Rensselaer Polytechnic Institute.

B.Compensation

Arrangement Incentive Securities

In connection with the Arrangement, it is contemplated holders of all deferred share units ("DSUs"), restricted share rights ("RSUs") and performance share units ("PSUs") of LAC (collectively, the "LAC Incentive Securities") will receive, in lieu of each such outstanding LAC Incentive Security, one equivalent incentive security of the Company (collectively, the "Company Arrangement Incentive Securities") and one equivalent incentive security of Remainco (collectively, the "Remainco Arrangement Incentive Securities" and together with the Company Arrangement Incentive Securities, the "Arrangement Incentive Securities"). The Arrangement Incentive Securities will have the same terms as the LAC Incentive Securities, subject to the economic adjustments and other necessary modifications as governed by the plan of arrangement.

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Holders of DSUs, RSUs and PSUs (collectively, the "Units" and each, a "Unit") of LAC ("LAC Units") will dispose of (i) the butterfly percentage, a percentage commensurate with the proportion of the Spin-Out Business assets disposed of over LAC's total assets, of each LAC Unit to the Company for one equivalent Unit of the Company (each, a "Company Unit"), and (ii) the remaining portion of each LAC Unit to LAC for one Unit of Remainco (each, a "Remainco Unit"), subject to adjustment as follows. Pursuant to the application of subsection 7(1.4) of the Tax Act to the exchange, the number of Remainco Units to be issued by LAC to a holder on the exchange will be reduced, if and to the extent necessary, such that the total of the fair market value of the Company Units and the fair market value of the Remainco Units receivable by the holder, as determined immediately after the exchange, does not exceed the fair market value of the LAC Units exchanged by such holder, as determined immediately before the exchange. The LAC Units so exchanged will be cancelled.

It is contemplated that holders of an incentive security (other than PSUs) of one entity, being either the Company or Remainco, who are not employed as a director, officer, or employee or engaged as a service provider of the said entity but are employed or engaged with the other entity, will be able to exercise the said incentive security or elect to receive the underlying share after completion of the Separation.

The PSUs of each of the Company and Remainco will continue, but the performance metrics will need to be adjusted, in particular, in reference to appropriate peer groups.

It is expected that upon completion of the Arrangement, [●] DSUs, [●] RSUs and [●] PSUs of the Company will be issued and outstanding.

Post-Separation Compensation Structure

Following the Separation, the Company expects to utilize a combination of both fixed and variable compensation to motivate executives to achieve overall corporate goals. The board of directors, acting on the recommendation of the GNCL Committee (as defined below), will implement a compensation structure intended to align the interests of the executive officers with those of the shareholders of the Company. The elements of the Company's executive compensation program are expected to include: (a) an annual base salary, (b) short term incentive ("STI") awards consisting of a cash bonus and award of Company RSUs, (c) long term incentive ("LTI") awards in the form of Company PSUs with performance vesting conditions, (d) annual contribution matching by the Company to a retirement savings plan, up to a certain percentage of base salary and subject to a contribution ceiling established annually, and (e) insurance and other benefits in support of health and wellness.

The Company anticipates that an equity incentive plan (the "Plan") will be adopted in connection with the completion of the Separation and [●] Common Shares will be reserved for issuance pursuant to the Plan. The Plan will be administered by the GNCL Committee or equivalent committee appointed by the board of directors and constituted in accordance with such committee's charter. Under the Plan, the directors, executive officers, employees, consultants and service providers of the Company and its subsidiaries will be granted Company RSUs, Company PSUs and Company DSUs, with such award grants generally approved by board of directors on the recommendation of the GNCL Committee.

Vesting periods will be determined at the discretion of the board of directors or the Company's Chief Executive Officer. It is currently anticipated that: (a) Company RSUs will generally vest immediately for STI awards, or cliff-vest after three years for LTI awards; if granted for other purposes, Company RSUs will typically vest on the grant anniversary over a period of up to three years; (b) Company PSUs will generally cliff-vest after three years, as they are granted as LTI awards under the executive compensation program; and (c) Company DSUs will generally vest on the 20th business day after an independent director ceases to hold the position. The Company does not anticipate granting awards of Options under the Plan.

C.Board Practices

The Company's directors do not have service contracts and do not receive any benefits upon termination of their directorships. Following the completion of the Separation, it is anticipated that the Company's board of directors will have the following committees, each of which will have adopted a charter.

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Audit Committee and Risk

The audit committee of the Company (the "Audit Committee and Risk") will consist of [●]. The board of directors has determined that the members of the Audit Committee and Risk meet the applicable independence requirements of the SEC and the applicable NYSE rules.

The Audit Committee and Risk will have powers and perform the functions customarily performed by such a committee, including those required of such a committee by the SEC and NYSE. The Audit Committee and Risk will be responsible for the oversight of the Company's accounting and financial reporting processes, financial statement audits and risk management functions.

Environmental, Sustainability, Safety and Health Committee

The environmental, sustainability, safety and health committee (the "ESSH Committee") will consist of [●], each of whom will be an independent director. The ESSH Committee will be responsible for reviewing and monitoring: (a) the environmental policies and activities of the Company on behalf of the Company's board of directors and management; (b) the policies and activities of the Company as they relate to the health and safety of employees of the Company in the workplace; (c) the social engagement and social responsibility policies and activities of the Company as they relate to the Company's interaction with community, government, and other shareholders; and (d) the policies and activities of the Company as they relate to sustainable development and business practices, including environmental, health and safety, social engagement and social responsibility and related matters in the conduct of the Company's activities.

Governance, Nomination, Compensation and Leadership Committee

The governance, nomination, compensation and leadership committee (the "GNCL Committee") will consist of [●], each of whom will be an independent director. The GNCL Committee will be responsible for (a) assisting the Company's board of directors in fulfilling its oversight responsibilities by (i) identifying individuals qualified to become board and board committee members and recommending that the board select director nominees for appointment or election to the board; and (ii) developing and recommending to the board corporate governance guidelines for the Company and making recommendations to the board with respect to corporate governance practices; (b) reviewing senior leadership development and succession planning for the Company; (c) discharging the board's responsibilities relating to compensation and benefits of the executive officers and directors of the Company; and (d) developing and overseeing the management's compensation policies and programs.

D.Employees

Following the completion of the Separation it is expected the Company will have [●] executive officers and [●] additional employees.

E.Share Ownership

The common shares beneficially owned by the Company's directors and executive officers are disclosed below in "Item 7. Major Shareholders and Related Party Transactions."

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ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information regarding ownership of the Company's Common Shares immediately following the completion of the Separation by each person or entity known by the Company to be the beneficial owner of more than 5% of the Company's outstanding Common Shares, each of the Company's directors and executive officers, and all of the Company's directors and executive officers as a group. To the best of the Company's knowledge, except as disclosed in the table below or with respect to the Company's directors and executive officers, the Company is not, and will not be following the Separation, controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons. All of the Company's common shareholders, including the shareholders listed in this table, will be entitled to one vote for each Common Share held.

Except as otherwise noted below, the share amounts reported in the table below are based on each person's beneficial ownership of LAC Common Shares on the date of this registration statement, assuming the shareholding structure of LAC immediately prior to the Separation will be the same as its shareholding structure as of the date of this registration statement, and giving effect to a distribution in the Separation at the distribution ratio of one Common Share (and Remainco Common Share) for every one LAC Common Share held by such person. As of [●], 2023, there are [●] LAC Common Shares issued and outstanding. Information for certain holders is based on their latest filings with the SEC with respect to beneficial ownership of common shares of LAC or information delivered to the Company.

Identity of Person or Group	Number of Shares Owned	Percent of Class
General Motors Holdings LLC
Ganfeng Lithium Co., Ltd.
Jonathan Evans
Directors and executive officers as a group (1 individuals)

*Less than one percent.

B. Related Party Transactions

As described in the section "Explanatory Note", the Company and LAC will enter into the Arrangement Agreement pursuant to which the Arrangement will be carried out under the BCBCA, whereby LAC will reorganize its share capital, the Spin-Out Business will be acquired by the Company and a series of share exchanges and redemptions will take place as a result of which each shareholder of LAC will have the same percentage shareholding in each of LAC and the Company immediately upon the completion of the Arrangement at the Arrangement Effective Time.

On the effective date of the Arrangement, immediately after the completion of the Arrangement, Remainco and the Company will enter into (a) a transitional services agreement for the provision of transitional services and facilities by Remainco and its affiliates, on the one hand, to the Company and its affiliates, on the other hand, and (b) a tax cooperation and indemnification agreement pursuant to which the Company and Remainco will agree to certain restrictive covenants and indemnities with respect to certain Canadian tax matters relating to the Separation.

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Funding from LAC

The Company has been funded via loan from LAC (recorded within liabilities) or capital contributions (recorded within net LAC investment in equity). The net LAC investment represents LAC's interest in the recorded net assets of the Company and the cumulative net equity investment by LAC through the dates presented.

Allocation of LAC Costs

Certain costs related to the Company incurred by LAC are allocated to the Company and presented as general and administrative expenditures in the carve-out statement of comprehensive loss.  Allocated costs for the year ended December 31, 2021, totaled $6.6 million (2020 - $5.7 million).

General and Administrative (allocation of corporate costs)	Year Ended December 31,				Change
(in US$ million)	2021		2020
	$		$		$
Salaries, benefits and other compensation	(3.6	)	(4.1	)	0.5
Office and administration	(1.3	)	(0.7	)	(0.6	)
Professional fees	(1.2	)	(0.5	)	(0.7	)
Investor relations, regulatory fees and travel	(0.5	)	(0.3	)	(0.2	)
Total	(6.6	)	(5.7	)	(1.1	)

C.Interests of Experts and Counsel

Not applicable.

ITEM 8.FINANCIAL INFORMATION

A. Carve-out Statements and Other Financial Information

See "Item 18. Financial Statements."

B. Significant Changes

On January 30, 2023, LAC entered into the GM Transaction Purchase Agreement pursuant to which GM will make a US$650 million equity investment in LAC in two tranches, to be used for the development of the Thacker Pass Project. In connection with the closing of Tranche 1 on February 16, 2023, GM subscribed for 15,002,243 subscription receipts of LAC which were automatically converted into 15,002,243 units comprising an aggregate of 15,002,243 LAC Common Shares and 11,890,848 Tranche 2 Warrants (as defined below) for gross proceeds of approximately US$320 million, and entered into the Offtake Agreement and the Investor Rights Agreement with LAC, thereby becoming LAC's largest shareholder and offtake partner. See "Item 4.A - History and Development of the Company" and "Item 10.C - Material Contracts" for further details regarding the GM Transaction and the agreements in respect of the GM Transaction.

On January 31, 2023, LAC announced the results of a feasibility study on the Thacker Pass Project and the filing of the Thacker Pass TR, which was prepared in accordance with NI 43-101. The Thacker Pass 1300 Report is filed as Exhibit 15.1 to this registration statement. See "Item 4.D - Property, Plants, and Equipment - Detailed Property Description" for further details concerning the preliminary feasibility study and the Thacker Pass 1300 Report.

Other than as described above, there have been no significant changes since the date of the carve-out financial statements included in this registration statement.

ITEM 9.THE OFFER AND LISTING

A. Offer and Listing Details

There currently is no existing public trading market for the Common Shares of the Company. However, the Company intends to apply to have the Common Shares listed on the TSX and the NYSE under the ticker symbol "LAC". There is no assurance that the TSX or the NYSE will approve the Company's listing applications. The listing of the Common Shares will be subject to the Company fulfilling all of the requirements of the TSX and the NYSE, respectively.

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B. Plan of Distribution

Not Applicable.

C. Markets

The Company's intends to apply to list the Common Shares on the TSX and the NYSE under the symbol "LAC". There is no assurance that the TSX or the NYSE will approve the Company's listing applications. The listing of the Common Shares will be subject to the Company fulfilling all of the requirements of the TSX and the NYSE, respectively.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10.ADDITIONAL INFORMATION

A. Share Capital

Upon the Company's incorporation on January 23, 2023, the Company's authorized share capital comprised of an unlimited number of Common Shares without par value and an unlimited number of preference shares without par value ("Preference Shares"). No Common Shares or Preference Shares are currently issued and outstanding.

As part of the Arrangement, among other things: (i) 1,000,000 Preference Shares will be issued to LAC; (ii) all Preference Shares issued to LAC will be redeemed by the Company in consideration for an aggregate redemption amount, after which all such Preference Shares will be cancelled; and (iii) the notice of articles and articles of the Company ("Articles") will be amended to, among other things, eliminate the Preference Shares from the authorized share capital of the Company such that, following such amendment, the Company will be authorized to issue only an unlimited number of Common Shares.

Immediately following the completion of the Arrangement, it is anticipated that approximately [●] Common Shares will be issued and outstanding. 

The following is a summary of the description of the Company's capital stock, particularly the rights, preferences and restrictions attaching to each class of the Company's shares. Because the following is a summary, it does not contain all of the information that you may find useful. The Company refers you to our Articles, which are filed as Exhibit 1.1 hereto, and are incorporated herein by reference.

Common Shares

Holders of the Common Shares will be entitled to receive notice of and to attend all meetings of the shareholders of the Company and to one vote in respect of each Common Share held at all such meetings.

Subject to the rights of holders of any other class of shares of the Company entitled to receive dividends in priority (none of which will be applicable following the completion of the Separation), the holders of the Common Shares will be entitled to receive dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends.

In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, subject to the holders of the Preference Shares first receiving the amount to which they are entitled from the property and assets of the Company (which will not be applicable following the completion of the Separation), the holders of the Common Shares will be entitled to all remaining property and assets of the Company on a share for share basis.

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Preference Shares

Holders of the Preference Shares will not be entitled to receive notice of or to attend to vote at any meetings of the shareholders of the Company and will not have any voting rights, except as required by applicable law.

Holders of the Preference Shares will be entitled to receive non-cumulative dividends if, as and when declared by the board of directors of the Company out of assets of the Company properly applicable to the payment of dividends.

In the event of the liquidation, dissolution or winding up of the Company or other distribution of property or assets of the Company among its shareholders for the purpose of winding up its affairs, each holder of a Preference Share will be entitled in respect of each such share to receive from the property and assets of the Company an amount equal to the Redemption Amount (as defined below) in respect of that share before any amount will be paid or any property or asset of the Company distributed to the holders of the Common Shares, following which payment the holders of the Preference Shares will not be entitled to share any further in the distribution of the property or assets of the Company.

Any outstanding Preference Shares may, subject to the provisions of the BCBCA, be redeemed: (i) by the Company at any time on payment of the Redemption Price (as defined in the Articles) in respect of each Preference Share (the "Redemption Amount") in cash money or, at the discretion of the Company, by issuance of one or more promissory notes; or (ii) by the Company, at the option of the holder thereof, upon delivery of an irrevocable request in writing in respect of the holder's desire for the redemption of the Preference Shares held. Redemption of the Preference Shares and the cancellation thereof will be effective upon the payment by the Company to, or to the benefit of, the holder thereof of the Redemption Amount.

B. Memorandum and Articles of Incorporation

The following is a summary of the material terms of the Articles.  As the following is a summary, it does not contain all of the information that you may find useful. The Company refers you to the Articles, which are filed as Exhibit 1.1 hereto and are incorporated herein by reference.

Incorporation

The Company was incorporated under the BCBCA. Its British Columbia incorporation number is BC1397468.

Objects and Purposes of the Company

The Articles do not contain a description of the Company's objects and purposes.

Voting on Proposals, Arrangements, Contracts or Compensation by Directors

A director or senior officer who holds a disclosable interest (as that term is used in the BCBCA) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the BCBCA.

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

Under the BCBCA, a director or senior officer generally holds a disclosable interest in a contract or transaction if (a) the contract or transaction is material to the Company; (b) the Company has entered, or proposes to enter, into the contract or transaction, (c) either (i) the director or senior officer has a material interest in the contract or transaction or (ii) the director or senior officer is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction, and (d) the interest is known by the director or senior officer or reasonably ought to have been known. A director or senior officer does not hold a disclosable interest in a contract or transaction merely because the contract or transaction relates to the remuneration of the director or senior officer in that person's capacity as director, officer, employee or agent of the Company or of an affiliate of the Company.

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Borrowing Powers of Directors

The Articles provide that the Company, if authorized by its directors, may:

• borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
  
  
• issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
  
  
• guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
  
  
• mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Retirement of Directors under an Age Limit

The Articles do not prescribe an age limit upon which a director must retire.

Qualifications of Directors

Under the Articles, a director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the BCBCA to become, act or continue to act as a director.

Share Rights

See "Item 10.A. - Share Capital" above for a summary of the Company's authorized capital and the special rights and restrictions attached to the Common Shares and Preference Shares.

Conditions governing Changes in Capital and Procedures to Change the Rights of Shareholders

Under the Articles, subject to the paragraph below and the BCBCA, the Company may by ordinary resolution of its shareholders: (a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; (c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares; (d) if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares, or (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares; (e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or all or any of its unissued shares without par value into shares with par value; (f) alter the identifying name of any of its shares; or (g) otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA.

Subject to the BCBCA, the Company may by special resolution: (a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or (b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

Meetings

The Articles and the BCBCA provide that annual meetings of shareholders must be held at least once in each calendar year and not more than 15 months after the last annual general meeting at such time and place as the Company's board of directors may determine.

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The Articles provide that if all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the BCBCA to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. In such event, the shareholders must select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

The directors of the Company may, at any time, call a meeting of shareholders. Under the BCBCA, the shareholders who hold in the aggregate at least five percent of the Company's issued shares that carry the right to vote at a meeting may requisition directors to call a meeting of shareholders for the purposes of transacting any business that may be transacted at a general meeting.

The Articles state that the directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the BCBCA, by more than four months.

Under the Articles, if a meeting of shareholders is to consider special business, the notice of meeting must: (a) state the general nature of the special business; and (b) if the special business includes considering, ratifying adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: (i) at the Company's records office, or such other reasonably accessible location in British Columbia as is specified in the notice; and (ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting. The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

Under the Articles, the quorum for the transaction of business at a shareholders meeting is two shareholders entitled to vote at the meeting whether present in person or represent by proxy who hold, in the aggregate, at least 25% of the issued shares entitled to be voted at the meeting.

The Articles state that in addition to those persons who are entitled to vote at a shareholders meeting of the Company, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor for the Company, and any other persons invited by the Company's directors but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

Limitations on Ownership of Securities

Neither Canadian law nor the Articles limit the right of a non-resident to hold or vote the Common Shares, other than as provided in the Investment Canada Act (the "Investment Act"). The Investment Act generally prohibits implementation of a direct reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a "Canadian," as defined in the Investment Act (a "non-Canadian"), unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the Common Shares by a non-Canadian (other than a "WTO Investor," as defined below) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company, and the value of the assets of the company were C$5.0 million or more (provided that immediately prior to the implementation of the investment the company was not controlled by WTO Investors). An investment in the Common Shares by a WTO Investor (or by a non-Canadian other than a WTO Investor if, immediately prior to the implementation of the investment the Company was controlled by WTO Investors) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company and the enterprise value of the company is C$1.141 billion. An investment in the Common Shares by a trade agreement investor (or by a non-Canadian other than a trade agreement investor if, immediately prior to the implementation of the investment the Company was controlled by a trade agreement investor) would be reviewable under the Investment Act if it were an investment to acquire direct control of the company and the enterprise value of the company is C$1.711 billion.

In general, an individual is a WTO Investor if the individual is a "national" of a country (other than Canada) that is a member of the World Trade Organization ("WTO Member") or has a right of permanent residence in a WTO Member. A corporation or other entity will be a "WTO Investor" if it is a "WTO Investor-controlled entity," pursuant to detailed rules set out in the Investment Act. The U.S. is a WTO Member. Trade agreement investors include entities and individuals whose country of ultimate control is party to certain trade agreements. This includes the United States, the United Kingdom and members of the European Union, among others.

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A non-Canadian, regardless of the type of investor, would be deemed to acquire control of the Company for purposes of the Investment Act if the non-Canadian were to acquire a majority of the Common Shares. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the Company, unless it could be established that the Company is not controlled in fact by the acquirer through the ownership of the shares.

Certain transactions involving the Common Shares would be exempt from the Investment Act, including:

• an acquisition of the shares if the acquisition were made in the ordinary course of that person's business as a trader or dealer in securities;
  
  
• an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and
  
  
• an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of voting interests, remains unchanged.

Change in Control

There are no provisions in the Articles or in the BCBCA that would have the effect of delaying, deferring or preventing a change in control of the Company, and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or its subsidiaries.

Ownership Threshold

Neither the Articles nor the BCBCA contains any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires that the Company disclose in its information circular for its annual general meeting, holders who beneficially own more than 10% of the Company's issued and outstanding shares.

C. Material contracts

Attached as exhibits to this registration statement are the contracts the Company considers to be both material and outside the ordinary course of business and are to be performed in whole or in part after the filing of this registration statement. The Company refers you to "Item 4. Information on the Company - A. History and Development of the Company," "Item 4. Information on the Company - B. Business Overview," and "Item 7. Major Shareholders and Related Party Transactions - B. Related Party Transactions" for a discussion of these contracts. Other than as discussed in this section or in this registration statement, the Company has no material contracts, other than contracts entered into in the ordinary course of business, to which the Company is a party.

Agreements in respect of the GM Transaction

On January 30, 2023, LAC entered into the GM Transaction Purchase Agreement pursuant to which GM will make a US$650 million equity investment in LAC, to be used for the development of the Thacker Pass Project. The investment is comprised of two tranches, with the approximately US$320 million Tranche 1 investment for subscription receipts convertible into LAC Common Shares and warrants having been completed, and the US$330 million Tranche 2 investment contemplated to be invested in the Company following the Separation. Tranche 1 of the GM Transaction was structured through the initial issuance of 15,002,243 subscription receipts by LAC to GM, whereby each subscription receipt, upon satisfaction of certain escrow release conditions, automatically converted into one unit comprised of one LAC Common Share and 79.26% of one LAC Common Share purchase warrant (each whole warrant, a "Tranche 2 Warrant") with each Tranche 2 Warrant exercisable into one LAC Common Share at a price of US$27.74 for a term of 36 months from the date of issuance. The conversion of the subscription receipts resulted in the issuance of all shares issuable for Tranche 1 and, through the shares issuable upon exercise of the Tranche 2 Warrants, the allocation of all shares issuable under the Tranche 2 subscription. GM and LAC will implement Tranche 2 either through the exercise of the Tranche 2 Warrants or a purchase of LAC Common Shares under a second tranche subscription agreement (which would result in the automatic termination of the Tranche 2 Warrants) that provides for the purchase of approximately US$330 million of LAC Common Shares at the prevailing market price, to a maximum of US$27.74 per share (adjusted for the Separation, if applicable). To the extent that GM completes an investment under one subscription alternative (either the Tranche 2 subscription agreement or the Tranche 2 Warrants), the LAC Common Shares will cease to be issuable under the other agreement. In addition to other closing conditions, Tranche 2 will be subject to a condition that LAC secure sufficient funding to complete the development of Phase 1. 

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In connection with the escrow release and the issuance of the shares under Tranche 1, LAC entered into the Offtake Agreement with GM pursuant to which LAC will supply GM with lithium carbonate production from Phase 1. The price within the Offtake Agreement is based on an agreed upon price formula linked to prevailing market prices. The term of the Offtake Agreement is for 10 years from the commencement of Phase 1 production, with an option (exercisable by GM) to extend the Offtake Agreement by an additional five years. GM also has a right of first offer, under the Offtake Agreement, on the offtake of Phase 2 production.

In addition, in connection with the escrow release and the issuance of the shares under Tranche 1, LAC and GM entered into the Investor Rights Agreement pursuant to which, among other things, GM is required to "lock-up" their securities until the later of (i) one year after the Separation, or (ii) the earlier of (i) six months after the closing of Tranche 2, or (ii) the date Tranche 2 is not completed in accordance with its terms, provided that the foregoing lock-up restriction will not apply if the Separation does not occur. In addition, GM has certain board nomination rights, oversight, and securities offering participation rights, and is also subject to a standstill limitation whereby it is not able to increase its holdings beyond 20% of the issued and outstanding LAC Common Shares until a period that is the earlier of (i) five years following the effective date of the Investor Rights Agreement, and (ii) one year following the date of the commencement of commercial production for Phase 1 as outlined in the Offtake Agreement.

Completion of Tranche 2 of the GM Transaction remains subject to customary regulatory approvals, including approval of the TSX and NYSE, and other customary closing conditions. See "Item 3.D - Risk Factors - Risks Relating to the Separation". Additionally, as the Tranche 2 investment is contemplated to occur following the Separation, the transaction agreements provide that upon the Separation, the relevant agreements reflecting the Tranche 2 investment will be superseded by equivalent agreements between GM and the Company, with maximum pricing (being US$27.74 per share) being adjusted to reflect the relative value of the Company compared to the value of Remainco.

D. Exchange controls

There are no governmental laws, decrees, regulations or other legislation, including foreign exchange controls, in Canada which may affect the export or import of capital or that may affect the remittance of dividends, interest or other payments to non-resident holders of the Company's securities. Any remittances of dividends to United States residents, however, are subject to a withholding tax pursuant to the Income Tax Act (Canada), as amended (the "Tax Act") and the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the "Canada-U.S. Tax Convention"). Remittances of interest to U.S. residents entitled to the benefits of such Convention are generally not subject to withholding taxes except in limited circumstances involving participating interest payments. Certain other types of remittances, such as royalties paid to U.S. residents, may be subject to a withholding tax depending on all of the circumstances.

E. Taxation

The following summary of the United States federal income tax and Canadian tax consequences of receipt, ownership and disposition of the Company's shares is based upon laws, regulations, decrees, rulings, income tax conventions (treaties), administrative practice and judicial decisions in effect at the date of this registration statement. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming that could alter or modify the descriptions and conclusions set forth herein. Any such changes or interpretations may be retroactive and could affect the tax consequences to holders of our shares. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a holder of the Common Shares. Each prospective holder is urged to consult its own tax adviser as to the particular tax consequences to such holder of the receipt, disposition and ownership of the Company's shares, including the applicability and effect of any other tax laws or tax treaties, of pending or proposed changes in applicable tax laws as of the date of this registration statement, and of any actual changes in applicable tax laws after such date.

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Material U.S. Federal Income Tax Considerations

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Shareholder (as defined below) arising from and relating to the acquisition, ownership and disposition of the Common Shares.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Shareholder as a result of the acquisition, ownership and disposition of the Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Shareholder that may affect the U.S. federal income tax consequences to such U.S. Shareholder, including specific tax consequences to a U.S. Shareholder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Shareholder. This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Shareholders of the acquisition, ownership, and disposition of Common Shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each U.S. Shareholder should consult its own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of Common Shares.

No opinion from legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the U.S. federal income tax considerations applicable to U.S. Shareholders as discussed in this summary. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (whether final, temporary, or proposed) promulgated under the Code, published rulings of the IRS, published administrative positions of the IRS, the Canada-U.S. Tax Convention, and U.S. court decisions, that are in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied retroactively. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Shareholders

For purposes of this summary, the term "U.S. Shareholder" means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:

• a citizen or individual resident of the United States;
  
  
• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;
  
  
• an estate whose income is subject to U.S. federal income taxation regardless of its source; or
  
  
• a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

U.S. Shareholders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Shareholders that are subject to special provisions under the Code, including U.S. Shareholders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are brokers or dealers in securities or currencies or are traders in securities that elect to apply a mark-to-market accounting method; (d) have a "functional currency" other than the U.S. dollar; (e) own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to the alternative minimum tax; (i) are partnerships and other pass-through entities (and investors in such partnerships and entities); (j) are S corporations (and shareholders therein); (k) are subject to special tax accounting rules; (l) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the Company's outstanding shares; (m) are U.S. expatriates or former long-term residents of the U.S.; or (n) hold Common Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States or are otherwise subject to taxing jurisdictions other than, or in addition to, the United States. U.S. Shareholders that are subject to special provisions under the Code, including U.S. Shareholders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of Common Shares.

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If an entity or arrangement that is classified as a partnership (or other pass-through entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such entity or arrangement and the owners of such entity or arrangement generally will depend on the activities of such entity or arrangement and the status of such partners (or other owners). This summary does not address the tax consequences to any such entity or arrangement or partner (or other owner). Partners (or other owners) of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisor regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares.

Passive Foreign Investment Company Rules

If the Company is considered a "passive foreign investment company" within the meaning of Section 1297 of the Code (a "PFIC") at any time during a U.S. Shareholder's holding period, the following sections will generally describe the potentially adverse U.S. federal income tax consequences to U.S. Shareholders of the acquisition, ownership, and disposition of Common Shares.

Based on current business plans and financial expectations, the Company expects that it may be a PFIC for its current tax year and may be a PFIC for subsequent tax years. No opinion of legal counsel or ruling from the IRS concerning the Company's status as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, the Company's PFIC status for the current year and future years cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any PFIC determination made by the Company. Each U.S. Shareholder should consult its own tax advisor regarding the Company's status as a PFIC and the PFIC status of each of the Company's non-U.S. subsidiaries.

In any year in which the Company is classified as a PFIC, a U.S. Shareholder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Shareholders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

The Company generally will be a PFIC for any tax year in which (a) 75% or more of the Company's gross income for such tax year is passive income (the "PFIC income test") or (b) 50% or more of the value of the Company's assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the "PFIC asset test"). "Gross income" generally includes sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and "passive income" generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

For purposes of the PFIC income test and PFIC asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and PFIC asset test described above, "passive income" does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a "related person" (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

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Under certain attribution rules, if the Company is a PFIC, U.S. Shareholders will be deemed to own their proportionate share of any of the Company's subsidiaries which are also PFICs (each, a "Subsidiary PFIC"), and will generally be subject to U.S. federal income tax as discussed below, under the heading "Default PFIC Rules Under Section 1291 of the Code", on their proportionate share of any (i) distribution on the shares of a Subsidiary PFIC and (ii) disposition or deemed disposition of shares of a Subsidiary PFIC, both as if such U.S. Shareholders directly held the shares of such Subsidiary PFIC. Accordingly, U.S. Shareholders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received and no redemptions or other dispositions of Common Shares are made. In addition, U.S. Shareholders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of Common Shares.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Shareholder of the purchase of Common Shares and the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Shareholder makes a "qualified electing fund" or "QEF" election under Section 1295 of the Code (a "QEF Election") or makes a mark-to-market election under Section 1296 of the Code (a "Mark-to-Market Election") with respect to the Common Shares. A U.S. Shareholder that does not make either a QEF Election or a Mark-to-Market Election (a "Non-Electing U.S. Shareholder") will be subject to tax as described below.

A Non-Electing U.S. Shareholder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any excess distribution received on the Common Shares. A distribution generally will be an "excess distribution" to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Shareholder's holding period for the Common Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares of a PFIC (including an indirect disposition of shares of a Subsidiary PFIC), and any excess distribution received on such Common Shares (or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S. Shareholder) must be ratably allocated to each day in a Non-Electing U.S. Shareholder's holding period for the Common Shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferential tax rates, as discussed below). The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Shareholder that is not a corporation must treat any such interest paid as "personal interest," which is not deductible.

If the Company is a PFIC for any tax year during which a Non-Electing U.S. Shareholder holds Common Shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Shareholder, regardless of whether the Company ceases to be a PFIC in one or more subsequent tax years. If the Company ceases to be a PFIC, a Non-Electing U.S. Shareholder may terminate this deemed PFIC status with respect to Common Shares by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code as discussed above) as if such Common Shares were sold on the last day of the last tax year for which the Company was a PFIC.

QEF Election

A U.S. Shareholder that makes a QEF Election for the first tax year in which its holding period of its Common Shares begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its Common Shares. However, a U.S. Shareholder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Shareholder's pro rata share of (a) the Company's net capital gain, which will be taxed as long-term capital gain to such U.S. Shareholder, and (b) the Company's ordinary earnings, which will be taxed as ordinary income to such U.S. Shareholder. Generally, "net capital gain" is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and "ordinary earnings" are the excess of (a) "earnings and profits" over (b) net capital gain. A U.S. Shareholder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Shareholder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Shareholders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Shareholder that made a QEF Election has an income inclusion, such a U.S. Shareholder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Shareholder is not a corporation, any such interest paid will be treated as "personal interest," which is not deductible. 

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A U.S. Shareholder that makes a timely and effective QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents "earnings and profits" that were previously included in income by the U.S. Shareholder because of such QEF Election and (b) will adjust such U.S. Shareholder's tax basis in the Common Shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Shareholder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of Common Shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as "timely" for purposes of avoiding the default PFIC rules discussed above if such QEF Election is made for the first year in the U.S. Shareholder's holding period for the Common Shares in which the Company was a PFIC. A U.S. Shareholder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Shareholder files a U.S. federal income tax return for such year.  If a U.S. Shareholder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Shareholder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Shareholder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company was not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Shareholder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC.

For each tax year that the Company qualifies as a PFIC, as determined by the Company, the Company: (a) intends to make publicly available to U.S. Shareholders, upon their written request, a "PFIC Annual Information Statement" for the Company as described in Treasury Regulation Section 1.1295-1(g) (or any successor Treasury Regulation), and (b) upon written request, intends to use commercially reasonable efforts to provide such additional information that such U.S. Shareholder is reasonably required to obtain in connection with maintaining such QEF Election with regard to the Company. The Company may elect to provide such information on the Company's website. However, U.S. Shareholders should be aware that the Company can provide no assurances that the Company will provide any such information relating to any Subsidiary PFIC and as a result, a QEF Election may not be available with respect to any Subsidiary PFIC.  Because the Company may own shares in one or more Subsidiary PFICs at any time, U.S. Shareholders will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S. Shareholders do not obtain such required information. Each U.S. Shareholder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC.

A U.S. Shareholder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return. However, if the Company does not provide the required information with regard to the Company or any Subsidiary PFICs, U.S. Shareholders will not be able to make a QEF Election for such entity and will continue to be subject to the rules of Section 1291 of the Code discussed above that apply to Non-Electing U.S. Shareholders with respect to the taxation of gains and excess distributions.

Mark-to-Market Election

A U.S. Shareholder may make a Mark-to-Market Election with respect to Common Shares only if the Common Shares are marketable stock. The Common Shares  generally will be "marketable stock" if the Common Shares are regularly traded on (a) a national securities exchange that is registered with the SEC, (b) the national market system established pursuant to Section 11A of the U.S. Exchange Act or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be considered "regularly traded" for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. U.S. Shareholders should consult their own tax advisors regarding the marketable stock rules.

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A U.S. Shareholder that makes a Mark-to-Market Election with respect to its Common Shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such Common Shares. However, if a U.S. Shareholder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Shareholder's holding period for the Common Shares and such U.S. Shareholder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.

A U.S. Shareholder that makes a timely and effective Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares, as of the close of such tax year over (b) such U.S. Shareholder's tax basis in the Common Shares. A U.S. Shareholder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S. Shareholder's adjusted tax basis in the Common Shares, over (ii) the fair market value of such Common Shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Shareholder that makes a timely and effective Mark-to-Market Election generally also will adjust such U.S. Shareholder's tax basis in the Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Common Shares, a U.S. Shareholder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A U.S. Shareholder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed U.S. federal income tax return. A timely Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the Common Shares cease to be "marketable stock" or the IRS consents to revocation of such election. Each U.S. Shareholder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election. 

Although a U.S. Shareholder may be eligible to make a Mark-to-Market Election with respect to the Common Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Shareholder is treated as owning because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge and other income inclusion rules described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC to its shareholder.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Shareholder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Shareholder may vary based on the manner in which Common Shares are transferred.

If finalized in their current form, the proposed Treasury Regulations applicable to PFICs would be effective for transactions occurring on or after April 1, 1992. Because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Shareholders should consult their own tax advisors about the potential applicability of the proposed Treasury Regulations.

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Certain additional adverse rules will apply with respect to a U.S. Shareholder if the Company is a PFIC, regardless of whether such U.S. Shareholder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Shareholder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.

In addition, a U.S. Shareholder who acquires Common Shares from a decedent will not receive a "step up" in tax basis of such Common Shares to fair market value. 

Special rules also apply to the amount of foreign tax credit that a U.S. Shareholder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Shareholder should consult with their own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Shareholder should consult its own tax advisor regarding the PFIC rules (including the applicability and advisability of a QEF Election and Mark-to-Market Election) and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

General Rules Applicable to the Acquisition, Ownership, and Disposition of Common Shares

The following discussion describes the general rules applicable to the ownership and disposition of the Common Shares but is subject in its entirety to the special rules described above under the heading "Passive Foreign Investment Company Rules."

Distributions on Common Shares

We do not anticipate paying dividends with respect to the Common Shares in the foreseeable future. A U.S. Shareholder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the Company's current and accumulated "earnings and profits", as computed under U.S. federal income tax principles. A dividend generally will be taxed to a U.S. Shareholder at ordinary income tax rates if the Company is a PFIC for the tax year of such distribution or the preceding tax year. To the extent that a distribution exceeds the Company's current and accumulated "earnings and profits", such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Shareholder's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares (see "Sale or Other Taxable Disposition of Common Shares" below). However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Shareholder may be required to assume that any distribution by the Company with respect to the Common Shares will constitute ordinary dividend income. Dividends received on Common Shares generally will not be eligible for the "dividends received deduction" generally applicable to corporations. Subject to applicable limitations and provided the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or the Common Shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Shareholders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Shareholder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of Common Shares, a U.S. Shareholder generally will recognize capital gain or loss in an amount equal to the difference between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Shareholder's tax basis in such Common Shares sold or otherwise disposed of. Gain or loss recognized on such sale or other taxable disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the Common Shares have been held for more than one year. Preferential tax rates may apply to long-term capital gain of a U.S. Shareholder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gain of a U.S. Shareholder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

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Additional Tax Considerations

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Shareholder in foreign currency or on the sale, exchange or other taxable disposition of Common Shares generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). If the foreign currency received is not converted into U.S. dollars on the date of receipt, a U.S. Shareholder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Shareholder who receives payment in foreign currency and engages in a subsequent conversion or other disposition of the foreign currency may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Shareholders who use the accrual method of tax accounting. Each U.S. Shareholder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency. 

Foreign Tax Credit

Dividends paid on the Common Shares will be treated as foreign-source income, and generally will be treated as "passive category income" or "general category income" for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to taxes paid or accrued (the "Foreign Tax Credit Regulations") impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied.

Subject to the PFIC rules and the Foreign Tax Credit Regulations discussed above, a U.S. Shareholder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Shareholder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Shareholder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Shareholder's income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid or accrued (whether directly or through withholding) by a U.S. Shareholder during a year.  The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Shareholder's particular circumstances. Accordingly, each U.S. Shareholder should consult its own tax advisor regarding the foreign tax credit rules.

Information Reporting; Backup Withholding Tax

Under U.S. federal income tax laws certain categories of U.S. Shareholders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on U.S. Shareholders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person. U. S. Holders may be subject to these reporting requirements unless their Common Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Shareholders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file IRS Form 8938. 

Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of the Common Shares generally may be subject to information reporting and backup withholding tax, currently at the rate of 24%, if a U.S. Shareholder (a) fails to furnish its correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Shareholder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that it has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Shareholder that it is subject to backup withholding tax. However, certain exempt persons, such as U.S. Shareholders that are corporations, generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Shareholder's U.S. federal income tax liability, if any, or will be refunded, if such U.S. Shareholder furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Shareholder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Shareholder should consult its own tax advisors regarding the information reporting and backup withholding rules.

85

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.

Material Canadian Federal Income Tax Considerations

The following is a summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder who acquires, as beneficial owner, Common Shares and who, at all relevant times and for the purposes of the Tax Act and any applicable income tax treaty or convention, is not, and is not deemed to be, a resident of Canada, holds the Common Shares as capital property, deals at arm's length with and is not affiliated with the Company, and does not use or hold, and is not deemed to use or hold, the Common Shares in, or in the course of, carrying on a business in Canada (a "Holder").  This summary does not apply to a Holder that carries on an insurance business in Canada and elsewhere. Such Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act and the regulations thereunder (the "Regulations") and an understanding of the administrative practices of the Canada Revenue Agency published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) ("Tax Proposals") before the date hereof.  This summary assumes that the Tax Proposals will be enacted in the form proposed; however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, if at all.  This summary is not exhaustive of all possible Canadian federal income tax considerations and, except as mentioned above, does not take into account or anticipate any changes in law or administrative policies, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account any other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations concerning the tax consequences to any particular Holder or prospective Holder are made.  Prospective Holders should consult their own tax advisors with respect to an investment in the Common Shares having regard to their particular circumstances.

Currency Conversion

For purposes of the Tax Act, all amounts expressed in a currency other than Canadian dollars relating to the acquisition, holding or disposition of Common Shares must be converted into Canadian dollars based on exchange rates as determined in accordance with the Tax Act.

Dividends on Common  Shares

Dividends paid or credited or deemed to be paid or credited to a Holder by the Company on Common Shares are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividends unless such rate is reduced by the terms of an applicable tax treaty. For example, under the Canada - United States Tax Convention (1980), as amended, the rate of withholding tax on dividends paid or credited to a Holder who is a resident of the United States for purposes of the Treaty and who is fully entitled to the benefits of the Treaty (a "U.S. Holder") is 15% of the gross amount of the dividends (or 5% in the case of a U.S. Holder that is a company that beneficially owns at least 10% of the Company's Common Shares). Holders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty.

Disposition of Common Shares

A Holder will not be subject to tax under the Tax Act in respect of a capital gain realized by the Holder on the disposition or deemed disposition of a Common Share and capital losses arising on a disposition or deemed disposition of a Common Share will not be recognized under the Tax Act, unless the Common Share constitutes "taxable Canadian property" (as defined in the Tax Act) of the Holder at the time of disposition and the Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Holder is resident.

86

Provided that the Common Shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the NYSE and the TSX) at the time of disposition or deemed disposition, Common Shares generally will not constitute "taxable Canadian property" of a Holder, unless at any time during the 60-month period immediately preceding the disposition or deemed disposition, the following two conditions have been met concurrently: (a) one or any combination of (i) the Holder, (ii) persons with whom the Holder did not deal at arm's length for purposes of the Tax Act, or (iii) partnerships in which the Holder or persons described in (i) hold a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class of the capital stock of the Company, and (b) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" (as defined in the Tax Act), "timber resource properties" (as defined in the Tax Act) or an option in respect of, an interest in, or for civil law or a right in, any such property, whether or not such property exists. Notwithstanding the foregoing, the Common Shares may also be deemed to be taxable Canadian property to a Holder for the purposes of the Tax Act in certain circumstances.

Holders who may hold Common Shares as "taxable Canadian property" should consult their own tax advisors.

F. Dividends and paying agents

The Company has no fixed dividend policy and has not declared any dividends on its Common Shares since its incorporation. The Company anticipates that all available funds will be kept as retained earnings to fund operations, used to undertake exploration and development programs on its mineral properties, and for the acquisition of additional mineral properties for the foreseeable future. Any future payment of dividends will depend, among other things, upon the Company's earnings, capital requirements and operating and financial condition. Generally, dividends can only be paid if a corporation has retained earnings. There can be no assurance that the Company will generate sufficient earnings to allow it to pay dividends.

G. Statement by experts

The carve out financial statements of the Company as at December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, appearing in this registration statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing. The address of PricewaterhouseCoopers LLP is 1400 - 250 Howe Street, Vancouver, British Columbia, Canada  V6C 3S7 (PCAOB ID #271).

Certain technical disclosure included in this registration statement was derived from the "Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project Humboldt County, Nevada, USA," effective December 31, 2022, filed as Exhibit 15.1 to this registration statement, prepared for LAC by M3 Engineering & Technology Corporation, EXP U.S. Services Inc., Process Engineering LLC, NewFields Mining Design & Technical Services, Wood Canada Limited, Piteau Associates, Sawtooth, a subsidiary of The North American Coal Corporation (NAC), which is a wholly-owned subsidiary of NACCO Industries, Inc. and Industrial TurnAround Corporation, each of which are independent companies and not associates or affiliates of LAC or any associated company of LAC.

H. Documents on display

When the SEC declares this registration statement effective, the Company will be subject to the informational requirements of the Exchange Act. In accordance with these requirements the Company will file reports and other information with the SEC. You may inspect and copy any report or document that the Company files, including this registration statement and the accompanying exhibits, at the SEC's public reference facilities located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference facilities by calling the SEC at 1-800-SEC-0330, and you may obtain copies at prescribed rates. The Company's SEC filings are also available to the public at the website maintained by the SEC at http://www.sec.gov, as well as on the Company's website at [●]. Information on the Company's website does not constitute a part of this registration statement and is not incorporated by reference.

87

The Company will also provide without charge to each person, including any beneficial owner of the Company's Common Shares, upon written or oral request of that person, a copy of any and all of the information that has been incorporated by reference in this registration statement. Please direct such requests to 1397468 B.C. Ltd., 300 - 900 West Hastings Street, Vancouver, British Columbia, V6C 1E5.

I. Subsidiary information

Not applicable.

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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, and receivables. The Company's maximum exposure to credit risk for cash, cash equivalents, and receivables is the amount disclosed in the consolidated statements of financial position. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions and invests only in short-term obligations that are guaranteed by the Canadian government or by Canadian and US chartered banks with expected credit losses estimated to be de minimis.

Management believes that the credit risk concentration with respect to financial instruments included in cash, cash equivalents, and receivables is nominal.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company's approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions to estimate and maintain sufficient reserves of cash and cash equivalents to meet its liquidity requirements in the short and long term. The Company prepares annual budgets, which are regularly monitored and updated as considered necessary. As at December 31, 2021, the Company had a cash and cash equivalents balance of $933,000 to settle current liabilities of $4,178,000 (Refer to Note 1 of the Company's carve out financial statements for the year ended December 31, 2021).

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

88

PART II

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15.CONTROLS AND PROCEDURES

Not applicable.

ITEM 16.[RESERVED]

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable.

ITEM 16B.CODE OF ETHICS

Not applicable.

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.CORPORATE GOVERNANCE

Not applicable.

ITEM 16H.MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

89

PART III

ITEM 17.FINANCIAL STATEMENTS

See Item 18.

ITEM 18.FINANCIAL STATEMENTS

The financial information required by this item, together with the report of PricewaterhouseCoopers LLP, Chartered Professional Accountants, is set forth on pages F-1 through F-25 and are filed as part of this registration statement.

ITEM 19. EXHIBITS

	Description
1.1	Articles of the Company
4.1#	Master Purchase Agreement dated January 30, 2023 between Lithium Americas Corp. and General Motors Holdings LLC (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K filed by Lithium Americas Corp. on February 17, 2023)
4.2#	Investor Rights Agreement dated February 16, 2023 between Lithium Americas Corp. and General Motors Holdings LLC (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K filed by Lithium Americas Corp. on February 27, 2023)
4.3*	[Arrangement Agreement dated [●], 2023 between Lithium Americas Corp. and the Company]
4.4*	[Voting Support and Lock-Up Agreement dated [●], 2023 among Lithium Americas Corp., the Company and Ganfeng]
4.5*	[Form of Equity Incentive Plan of the Company]
4.6*	[Form of Transitional Services Agreement dated [●], 2023 between RemainCo and the Company]
4.7*	[Form of Tax Cooperation and Indemnification Agreement dated [●], 2023 between RemainCo and the Company]
8.1*	List of Subsidiaries
15.1	Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project Humboldt County, Nevada, USA, effective December 31, 2022
15.2	Consent of Daniel Roth
15.3	Consent of Walter Mutler
15.4	Consent of Laurie Tahija
15.5	Consent of Kevin Bahe
15.6	Consent of Eugenio Iasillo
15.7	Consent of Paul Kaplan
15.8	Consent of Kevin Martina
15.9	Consent of Tyler Cluff
15.10	Consent of Benson Chow
15.11	Consent of Bruce Shannon
15.12*	Consent of PricewaterhouseCoopers LLP

*To be filed by amendment.

#Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request.

90

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

1397468 B.C. Ltd.

By:

Name:

Title:

Date:                                        , 2023

91

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Lithium Americas Corp.

Opinion on the Financial Statements 

We have audited the accompanying carve-out statements of financial position of the North American Division of Lithium Americas Corp. (LAC North America) as of December 31, 2021 and 2020, and the related carve-out statements of comprehensive loss, changes in divisional equity and cash flows for the years then ended, including the related notes (collectively referred to as the carve-out financial statements). In our opinion, the carve-out financial statements present fairly, in all material respects, the financial position of LAC North America as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion 

These carve-out financial statements are the responsibility of LAC North America’s management. Our responsibility is to express an opinion on the LAC North America carve-out financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to LAC North America in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these carve-out financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the carve-out financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the carve-out financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the carve-out financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the carve-out financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

March 7, 2023

We have served as the LAC North America auditor since 2022.
 

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7

T: +1 604 806 7000, F: +1 604 806 7806

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. 

	F-2

LAC NORTH AMERICA

CARVE-OUT STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands of US dollars)

		December 31,		December 31,
	Note	2021		2020
		$		$
CURRENT ASSETS
Cash and cash equivalents	4	933		512
Accounts receivable		124		231
Prepaids		754		271
		1,811		1,014
Assets held for sale	11	-		3,926
		1,811		4,940
NON-CURRENT ASSETS
Restricted cash		-		150
Property, plant and equipment	5	3,294		1,175
Exploration and evaluation assets	6	5,747		4,342
		9,041		5,667
TOTAL ASSETS		10,852		10,607
CURRENT LIABILITIES
Accounts payable and accrued liabilities		4,214		1,926
Current portion of long-term liabilities	7	303		199
		4,517		2,125
LONG-TERM LIABILITIES
Loan from parent	7	40,000		15,665
Long-term borrowing	7	7,695		5,201
Reclamation and remediation costs		326		326
		48,021		21,192
TOTAL LIABILITIES		52,538		23,317
DIVISIONAL EQUITY
Net parent investment		150,942		132,892
Deficit		(192,628	)	(145,602	)
TOTAL DIVISIONAL EQUITY		(41,686	)	(12,710	)
TOTAL LIABILITIES AND DIVISIONAL EQUITY		10,852		10,607

Approved for issuance on March 7, 2023

On behalf of the Audit Committee and Risk of Lithium Americas Corp.:

"Fabiana Chubbs"	"George Ireland"
Director	Director

	F-3

LAC NORTH AMERICA

CARVE-OUT STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in thousands of US dollars)

		Years Ended December 31,
	Note	2021		2020
		$		$
EXPENSES
Exploration expenditures
Engineering		23,009		9,426
Consulting and salaries		7,395		3,661
Permitting, environmental and claim fees		2,391		2,081
Equity compensation		1,797		1,617
Field supplies and other		942		408
Depreciation		658		483
Drilling and geological expenses		1,718		38
		37,910		17,714
General and Administrative (allocation of corporate costs)
Salaries, benefits and other compensation		3,577		4,109
Office and administration		1,291		708
Professional fees		1,205		537
Investor relations, regulatory fees and travel		512		305
		6,585		5,659
		44,495		23,373
OTHER ITEMS
Other loss/(income)		2		(1	)
Finance cost		2,651		832
		2,653		831
NET LOSS BEFORE DISCONTINUED OPERATIONS		47,148		24,204
(Income)/loss from discontinued operations	11	(122	)	1,013
NET LOSS		47,026		25,217

	F-4

LAC NORTH AMERICA

CARVE-OUT STATEMENTS OF CHANGES IN DIVISIONAL EQUITY

(Expressed in thousands of US dollars)

	Net parent investment	Deficit		Divisional equity
	$	$		$
Balance, December 31, 2019	127,027	(120,385	)	6,642
Net parent investment	5,865	-		5,865
Net loss	-	(25,217	)	(25,217	)
Balance, December 31, 2020	132,892	(145,602	)	(12,710	)
Net parent investment	18,050	-		18,050
Net loss	-	(47,026	)	(47,026	)
Balance, December 31, 2021	150,942	(192,628	)	(41,686	)

	F-5

LAC NORTH AMERICA

CARVE-OUT STATEMENTS OF CASH FLOWS

(Expressed in thousands of US dollars)

	Years Ended December 31,
	2021		2020
	$		$
OPERATING ACTIVITIES
Loss from continuing operations	(47,148	)	(24,204	)
Income/(loss) from discontinued operations	122		(1,013	)
Consolidated Net loss	(47,026	)	(25,217	)
Items not affecting cash and other items:
Equity compensation	1,797		1,617
Depreciation	658		483
Other items	119		315
Changes in working capital items:
(Increase)/decrease in receivables, prepaids and deposits	(525	)	175
Increase in accounts payable, accrued liabilities and other liabilities	2,551		2,033
Cash (used)/provided by discontinued operations	(511	)	344
Net cash used in operating activities	(42,937	)	(20,250	)
INVESTING ACTIVITIES
Release of restricted cash	150		6
Additions to property, plant and equipment	(529	)	(177	)
Additions to exploration and evaluation assets	(1,405	)	(490	)
Proceeds from sale of assets held for sale (discontinued operations)	4,034		-
Net cash provided by investing activities	2,250		(661	)
FINANCING ACTIVITIES
Loan from parent	23,512		13,492
Payment of interest on loan from parent	(3,017	)	-
Net parent investment for the year	20,115		5,678
Advance from mining contractor	-		2,000
Other	498		(182	)
Net parent investment in discontinued operations	-		217
Net cash provided by financing activities	41,108		21,205
CHANGE IN CASH AND CASH EQUIVALENTS	421		294
CASH AND CASH EQUIVALENTS - BEGINNING OF THE YEAR	512		218
CASH AND CASH EQUIVALENTS - END OF THE YEAR	933		512

	F-6

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

1. BACKGROUND AND NATURE OF OPERATIONS

North American Division of Lithium Americas Corp. ("LAC North America") represents those North American assets and investments owned directly and indirectly by Lithium Americas Corp ("Lithium Americas", "LAC" or the "Parent") that are to be separated from the existing group and spun out to shareholders. As at December 31, 2021, LAC North America principally held the Thacker Pass lithium project in Humboldt County, Nevada ("Thacker Pass"), which is in the exploration and evaluation stage.  The Thacker Pass lithium project is a sedimentary-based lithium property located in the McDermitt Caldera in Humboldt County, Nevada.  LAC North America also holds RheoMinerals Inc. ("RheoMinerals"), a wholly owned subsidiary of Lithium Nevada Corp. ("Lithium Nevada"), which operated a business that was wound down in early 2021 and is presented in these financial statements as discontinued operations.

On January 23, 2023, 1397468 B.C. Ltd. ("SpinCo") was incorporated by Lithium Americas under the laws of British Columbia, as part of a reorganization of Lithium Americas which will result in the separation of Lithium Americas' North American and Argentina business units into two independent public companies (the "Separation") that include: (i) an Argentina focused lithium company owning Lithium Americas' current interest in its Argentine lithium assets, including the near-production Cauchari-Olaroz project, and (ii) a North America focused lithium company owning the Thacker Pass project and Lithium Americas' North American investments, which will be re-named "Lithium Americas Corp." upon completion of the Separation.

The Separation is to be implemented by way of a plan of arrangement under the laws of British Columbia pursuant to an arrangement agreement to be entered into between Lithium Americas and SpinCo ("Arrangement"). Under the Arrangement, Lithium Americas will, among other things, contribute its interest in the Thacker Pass project, Lithium Americas' North American investments in the shares of certain companies, certain intellectual property rights and cash to SpinCo and SpinCo will distribute its common shares to shareholders of Lithium Americas in a series of share exchanges.

The Separation will be pro rata to the shareholders of Lithium Americas, so that such holders will maintain the same proportionate interest in Lithium Americas and in SpinCo both immediately before and immediately after the Separation.

Upon consummation of the Spin-off and successful listing of the common shares of SpincCo on the Toronto Stock Exchange and on the New York Stock Exchange, SpinCo and Lithium Americas will be independent publicly traded companies.

The carve-out financial statements have been prepared on a going concern basis, which assumes that LAC North America will be able to realize its assets and discharge its liabilities including the repayment terms of the loan from parent as disclosed in Note 7. LAC North America has incurred significant operating losses to date and has not generated significant revenues from operations and has relied on financing from the Parent to fund operations either through loans or equity. As at December 31, 2021, Lithium Americas had $510,607 in cash and cash equivalents and upon closing of the Separation, LAC North America expects the Parent to transfer a portion of its cash balance to SpinCo. In addition, on January 31, 2023, Lithium Americas announced that it has entered into a purchase agreement with General Motors Holdings LLC ("GM") pursuant to which GM will make a $650,000 equity investment in Lithium Americas (the "Transaction"), the gross proceeds of which are designated to be used for the development of Thacker Pass project. The Transaction is comprised of two tranches, with the $320,000 first tranche investment in the form of GM's subscription for 15,002 subscription receipts of Lithium Americas, which were automatically converted into 15,002 units comprising an aggregate of 15,002 common shares and 11,891 warrants of Lithium Americas, having been completed on February 16, 2023 and the gross proceeds released from escrow and transferred to Lithium Americas, and the approximately  $330,000 second tranche investment contemplated to be invested in LAC North America following the Separation.

	F-7

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

1. BACKGROUND AND NATURE OF OPERATIONS (continued)

In addition, LAC is advancing an application process under the U.S. Department of Energy Advanced Technology Vehicles Manufacturing Loan Program, which, if granted, would provide up to 75% of Thacker Pass' total capital costs for construction.

After receipt of these funds and cash transfers from the Parent, LAC North America expects to have sufficient financial resources to fund Thacker Pass expenditures and general and administrative expenditures for at least the next 12 months.

The Parent's, Division's and SpinCo's head office and principal address is Suite 300, 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5. 

2.BASIS OF PREPARATION AND PRESENTATION

The accompanying carve-out financial statements have been prepared for the purpose of providing historical information of LAC North America. The carve-out financial statements are prepared based on International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS"). Transactions and balances between LAC North America and the Parent are reflected as related party transactions within these financial statements.

The accompanying carve-out financial statements include the assets, liabilities, and results of operations that are specifically identifiable to LAC North America. This includes relevant assets, liabilities and expenses of the Thacker Pass project and RheoMinerals as well as certain costs related to the management of LAC North America by Lithium Americas. Such costs have been allocated to LAC North America from the shared corporate expenses of Lithium Americas based on the estimated level of involvement of Lithium Americas management and employees with LAC North America. LAC North America has operated as a division of Lithium Americas and not as a stand-alone company. LAC North America receives service and support from Lithium Americas and is dependent upon Lithium Americas' ability to perform these services and support functions.

Allocated costs are primarily related to corporate administrative expenses and employment costs of Lithium Americas staff who provide services including accounting and finance, legal, information technology, human resources, marketing, investor relations, contract support, treasury, administrative and other corporate head office services.

Lithium Americas has centralized processes and systems for cash management, payroll, and purchasing, and manages a treasury function and keeps cash balances that are used to finance the activities of LAC North America through periodic cash calls. The results of the Parent's cash transactions on behalf of LAC North America are reflected either as loan from parent within liabilities or as net parent investment within equity in the accompanying balance sheets based on whether the transactions were subject to the formal loan agreement with the Parent or related to amounts attributed to LAC North America from the activities of the Parent. The net parent investment represents Lithium Americas' interest in the recorded net assets of LAC North America and the cumulative net equity investment by Lithium Americas through the dates presented. The loan balance will be contributed to the equity of SpinCo at the time of closing the Arrangement.

Management believes the assumptions and allocations underlying the carve-out financial statements are reasonable and appropriate under the circumstances.

	F-8

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

2.BASIS OF PREPARATION AND PRESENTATION (continued)

The expenses and cost allocations have been determined on a basis considered by Lithium Americas to be a reasonable reflection of the utilization of services provided to or the benefit received by LAC North America during the periods presented relative to the total costs incurred by Lithium Americas.

However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had LAC North America been an entity that operated independently of Lithium Americas.

The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, management judgment, cash management and financing obtained as a stand-alone company, or other factors.

Consequently, future results of operations, should LAC North America be separated from Lithium Americas, will include costs and expenses that may be materially different than the carve-out historical results of operations, financial position, and cash flows. Accordingly, the financial statements for these periods are not necessarily indicative of the future results of operations, financial position, and cash flows of LAC North America.

Certain transactions of LAC North America have historically been included in tax returns filed by the Parent. The income tax amounts included in these financial statements have been calculated using the separate return method as if LAC North America had included such amounts in its own tax returns. The separate return method applies the accounting guidance for income taxes to the stand-alone financial statements as if LAC North America were a separate taxpayer from the Parent for the periods presented.

3.SIGNIFICANT ACCOUNTING POLICIES

LAC North America presents tax loss carry-forward amounts that have not been utilized by the Parent only to the extent such tax attributes could be claimed on a separate income tax return as opposed to a consolidated income tax return filing with its Parent.

These carve-out financial statements have been prepared on a historical cost basis except as disclosed in these accounting policies.

Significant areas where accounting policy judgment is applied:

Impairment of Exploration and Evaluation Assets

The application of LAC North America's accounting policy for impairment of exploration and evaluation assets requires judgment to determine whether indicators of impairment exist including consideration of information such as the period for which LAC North America has the right to explore including expected renewals, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted and evaluating the results of exploration and evaluation activities up to the reporting date. Management has performed an impairment indicator assessment on LAC North America's exploration and evaluation assets and has concluded that no impairment indicators exist as of December 31, 2021, and December 31, 2020.

	F-9

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

Key Sources of Estimation Uncertainty:

The preparation of these carve-out financial statements requires management to make assumptions, estimates, and judgments that affect the amounts reported in these financial statements and accompanying notes. The most significant areas requiring the use of management estimates and assumptions relate to the allocation of costs from Lithium Americas.

LAC North America bases its estimates on historical experience and various assumptions that are believed to be reasonable at the time the estimate was made. Accordingly, actual results may differ from amounts estimated in these financial statements and such differences could be material. The amounts presented in these financial statements are not necessarily indicative of the results that may be expected for future years.

Significant accounting policies

Principles of Consolidation

These carve-out financial statements include the accounts of LAC North America including the legal entities 1339480 B.C. LTD, Lithium Nevada, KV Project LLC, and RheoMinerals, being the entities over which LAC North America has control. All intercompany transactions and balances have been eliminated.

LAC North America controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to LAC North America.

They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by LAC North America.

Foreign Currency Translation

Functional and Presentation Currency

Items included in the financial statements of each of LAC North America are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The carve-out financial statements are presented in US dollars. The functional currency of LAC North America is the US dollar.

Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognized in profit or loss.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held with banks and are subject to an insignificant risk of changes in value.

	F-10

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

Restricted cash is excluded from cash and cash equivalents and is included in other current or non-current assets. Restricted cash is held primarily for the purpose of settling asset retirement obligations.

Exploration and Evaluation Assets

Exploration expenditures excluding acquisition costs and claim maintenance costs are expensed until the establishment of technical feasibility and commercial viability based on a combination of the following factors:

●The extent to which mineral reserves or mineral resources have been identified through a feasibility study or similar document; and

●The status of mining leases, environmental and mining permits.

Costs incurred relating to the acquisition and claim maintenance of mineral properties, including option payments and annual fees to maintain the property in good standing are capitalized and deferred by property until the project to which they relate is sold, abandoned, impaired or placed into production.  After recognition, LAC North America uses the cost model for exploration and evaluation assets.

LAC North America assesses its exploration and evaluation assets for indications of impairment on each balance sheet date and when events and circumstances indicate a risk of impairment.  A property is written down or written off when LAC North America determines that an impairment of value has occurred or when exploration results indicate that no further work is warranted. Exploration and evaluation assets are tested for impairment immediately prior to reclassification to mineral property development costs.

Property, Plant and Equipment

On initial recognition, property, plant and equipment are valued at cost. Cost includes the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by LAC North America, including appropriate borrowing costs and foreign exchange losses or gains on borrowings and related cash used to construct qualifying assets as defined under IFRS.

Capitalization of costs incurred ceases when the asset is capable of operating in the manner intended by management. LAC North America applies judgment in its assessment of when the asset is capable of operating in the manner intended by management.

Property, plant and equipment are subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses, with the exception of land which is not depreciated.  When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items or major components.

Property, plant and equipment that are currently in use are depreciated as follows:

●Process testing facility equipment included in "Equipment and machinery" - straight-line basis over the estimated useful life of 10 years;

●Right-of-use assets included in "Other" - straight-line basis over the shorter of the asset's useful life and the lease term; and

	F-11

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

●Office equipment included in "Other" - declining balance method at 20% annual rate.

The assets' residual values, useful lives and depreciation methods are reviewed and adjusted, if appropriate, at each financial year-end.  The gain or loss arising on the disposal of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in profit and loss.

Impairment of Property, Plant and Equipment

Property, plant and equipment are assessed for impairment indicators at each reporting date or when an impairment indicator arises if not at a reporting date.

If an impairment indicator is identified, an impairment assessment is carried out.  If an impairment loss is identified, it is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount.  The recoverable amount is the higher of an asset's fair value less cost of disposal and value in use. 

Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).  These are typically individual mines, plants or development projects. 

Where the factors which resulted in an impairment loss subsequently reverse, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in profit or loss.

Non-current assets (or disposal groups) held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable.

They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

	F-12

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss.

Leases

At inception of a contract, LAC North America assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

LAC North America assesses whether the contract involves the use of an identified asset, whether LAC North America has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if LAC North America has the right to direct the use of the asset.

At inception or on reassessment of a contract that contains one or more lease components, LAC North America allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

LAC North America leases offices, buildings, equipment and cars. Lease contracts are typically made for fixed periods of 3 to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by LAC North America. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

●fixed payments (including in-substance fixed payments), less any lease incentives receivable;

●variable lease payments that are based on an index or a rate;

●amounts expected to be payable by the lessee under residual value guarantees;

●the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

●payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

	F-13

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Right-of-use assets are measured at cost comprising the following:

●the amount of the initial measurement of lease liability;

●any lease payments made on or before the commencement date less any lease incentives received;

●any initial direct costs; and

●restoration costs.

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

Financial Instruments

Financial assets and liabilities are recognized when LAC North America becomes a party to the contractual provisions of the instrument. 

On initial recognition, financial assets are classified as and measured at: amortized cost, fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI") according to their contractual cash flow characteristics and the business models under which they are held. On initial recognition, financial liabilities are classified as and measured at: amortized cost or fair value through profit or loss ("FVTPL").

Financial assets are measured at amortized cost if they are held for the collection of contractual cash flows where those cash flows solely represent payments of principal and interest; LAC North America's intent is to hold these financial assets in order to collect contractual cash flows; and the contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding.

Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL.     

Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and LAC North America has transferred substantially all risks and rewards of ownership.

Provisions

Provisions are recognized when LAC North America has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.  Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

	F-14

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

Close down and restoration costs include dismantling and demolition of infrastructure and the removal of residual materials and remediation of disturbed areas.  Estimated close down and restoration costs are provided for in the accounting period when the obligation arising from the related disturbance occurs, based on the net present value of estimated future costs.  The cost estimates are updated during the life of the operation to reflect known development, such as revisions to cost estimates and to the estimated lives of the operation and are subject to formal reviews at regular intervals.  The initial closure provision together with changes resulting from changes in estimated cash flows or discount rates are capitalized within capital assets.  These costs are then depreciated over the lives of the asset to which they relate, typically using the units of production method.  The amortization or unwinding of the discount applied in establishing the net present value of provisions is charged to the statement of comprehensive (loss)/income as a financing cost.  Provision is made for the estimated present value of the costs of environmental cleanup obligations outstanding at the statement of financial position date.

Income Taxes

Income tax expense comprises current and deferred tax.  Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity.  Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting or taxable loss, unless arising in a business combination, nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.  The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.  To the extent that LAC North America does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is not recorded.

Equity-Based Compensation

LAC North America does not have its own equity incentive plan, however employees of LAC North America participate in the Lithium Americas plan.

The Lithium Americas equity incentive plan allows the grant of share options, restricted share units, performance share units and deferred share units. The cost of equity-settled payment arrangements is recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period.

Each tranche in an award is considered a separate award with its own vesting period and grant date fair value.  The fair value of each tranche is measured at the date of grant using an appropriate pricing model, including the Black-Scholes option model for pricing options and the Monte Carlo simulation methodology for pricing performance share units.  Compensation expense is recognized over the tranche's vesting period based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually and changes due to expected forfeitures being recognized immediately.

	F-15

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of comprehensive (loss)/income. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. 

Newly Adopted Accounting Standards and Amendments

LAC North America adopted Interest Rate Benchmark Reform - Phase 2: Amendments to IFRS 9, IAS 39, IFRS 4 and IFRS 16 (the "Phase 2 Amendments") effective on January 1, 2021. Interest rate benchmark reform ("Reform") refers to a global reform of interest rate benchmarks, which includes the replacement of some interbank offered rates with alternative benchmark rates.

The Phase 2 Amendments provide a practical expedient requiring the effective interest rate to be adjusted when accounting for changes in the basis for determining the contractual cash flows of financial assets and liabilities that relate directly to the Reform, rather than applying modification accounting which might have resulted in a gain or loss. In addition, the Phase 2 Amendments require disclosures to assist users in understanding the effect of the Reform on LAC North America's financial instruments and risk management strategy.

4.CASH AND CASH EQUIVALENTS

	December 31, 2021	December 31, 2020
	$	$
Cash	933	512

5.PROPERTY, PLANT AND EQUIPMENT

	Equipment and machinery	Other1		Total
	$	$		$
Cost
As at December 31, 2019	951	750		1,701
Additions	247	264		511
As at December 31, 2020	1,198	1,014		2,212
Additions	119	2,778		2,897
Disposals	-	(452	)	(452	)
As at December 31, 2021	1,317	3,340		4,657

	F-16

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

5.PROPERTY, PLANT AND EQUIPMENT (continued)

	Equipment and machinery	Other1		Total
	$	$		$
Accumulated depreciation
As at December 31, 2019	197	357		554
Depreciation for the year	274	209		483
As at December 31, 2020	471	566		1,037
Depreciation for the year	343	315		658
Disposals	-	(332	)	(332	)
As at December 31, 2021	814	549		1,363

	Equipment and machinery	Other1	Total
	$	$	$
Net book value
As at December 31, 2019	754	393	1,147
As at December 31, 2020	727	448	1,175
As at December 31, 2021	503	2,791	3,294

¹ The "Other" category includes right of use assets with a cost of $2,573 and $299 of accumulated depreciation as at December 31, 2021.

6.EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets relating to the Thacker Pass project were as follows:

	December 31, 2021	December 31, 2020
	$	$
Acquisition costs
Balance, beginning	4,342	3,852
Additions	1,405	490
Total exploration and evaluation assets	5,747	4,342

LAC North America has certain commitments for royalty and other payments to be made on the Thacker Pass project as set out below. These amounts will only be payable if LAC North America continues to hold the subject claims in the future and the royalties will only be incurred if LAC North America starts production from the Thacker Pass project. 

●20% royalty on revenue solely in respect of uranium;

●8% gross revenue royalty on all claims up to a cumulative payment of $22,000. The royalty will then be reduced to 4% for the life of the project. LAC North America has the option at any time to reduce the royalty to 1.75% upon payment of $22,000;

●Option payment of $138 was paid in 2022 and $2,888 is payable in 2023 to purchase water rights.

	F-17

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

7.LONG-TERM LIABILITIES

	December 31, 2021	December 31, 2020
	$	$
Current portion of long-term borrowings
Current portion of finance lease liabilities	303	199
	303	199
Long-term borrowings
Loan from parent	40,000	15,665
Other liabilities	7,695	5,201
	47,695	20,866
	47,998	21,065

Loan from Parent

LAC North America entered into a line of credit agreement with Lithium Americas dated effective January 1, 2020, for funding of Thacker Pass project expenditures.

The line of credit is for $40,000 in total and each drawdown has a maturity of December 31, 2023, and an interest rate of 9% per annum. As at December 31, 2021, LAC North America had drawn $40,000 from the loan from Parent. Interest accrued on the loan as at December 31, 2021 was $20 and interest paid during the year was $3,017.

OTHER LIABILITIES

Other liabilities consist of the $1,755 (2020 - $102) lease liabilities and the $5,940 (2020 - $5,099) mining contractor liability. During Q2 2019, LAC North America entered into a mining design, consulting and mining operations agreement with a mining contractor for its Thacker Pass project. In accordance with the agreement, LAC North America received $3,500 from the mining contractor in seven consecutive equal quarterly instalments, of which $1,500 was received in 2019 and $2,000 was received in 2020. These amounts are included in the mining contractor liability balance.

LAC North America will pay a success fee to the mining contractor of $4,650 payable upon achieving commercial mining milestones or repay $3,500 without interest if a final project construction decision is not made by 2024.

The mining contractor has also been providing mining design and consulting services, which are accrued and included in the mining contractor liability and are payable on or before the earlier of December 31, 2024 or 90 days after the start of production at the Thacker Pass project.

	F-18

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

8.EQUITY COMPENSATION

Equity Incentive Plan

LAC North America's employees participate in Lithium Americas' equity incentive plan ("Plan") in accordance with the policies of the Toronto Stock Exchange whereby, from time to time, at the discretion of the Lithium Americas' Board of Directors, eligible directors, officers, employees and consultants are: (1) granted incentive stock options exercisable to purchase Lithium Americas common shares ("Stock Options"); and (2) awarded deferred share units ("DSUs") 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 Lithium Americas' common shares upon vesting. The exercise price of each stock option is based on the fair market price of Lithium Americas common shares at the time of the grant. Stock options are granted for a maximum term of five years.

Restricted Share Units

During the year ended December 31, 2021, Lithium Americas granted 91 (2020 - 232) RSUs to Lithium Nevada employees and consultants. The total estimated fair value of the RSUs was $1,252 (2020 - $830) based on the market value of Lithium Americas' shares on the grant date. As at December 31, 2021, there was $712 (2020 - $396) of total unamortized compensation cost relating to unvested RSUs.

During the year ended December 31, 2021, stock-based compensation expense related to RSUs of $1,473 was charged to operating expenses (2020 - $1,261).  A summary of changes to the number of outstanding RSUs is as follows:

	Number of RSUs (in 000's)		Weighted average FMV price per share, (CDN$)
Balance, RSUs outstanding as at December 31, 2019	288		4.51
Converted into shares	(204	)	(4.02	)
Granted	232		4.52
Forfeited	(22	)	(4.13	)
Balance, RSUs outstanding as at December 31, 2020	294		4.55
Converted into shares	(75	)	(10.02	)
Granted	91		17.44
Balance, RSUs outstanding as at December 31, 2021	310		7.32

	F-19

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

8.EQUITY COMPENSATION (continued)

Stock Options (in thousands)

No stock options were granted by Lithium Americas to Lithium Nevada employees during the years ended December 31, 2021, and 2020. Stock options outstanding and exercisable held by Lithium Nevada employees as at December 31, 2021 are as follows:

Range of Exercise Prices CDN$	Number outstanding and exercisable as at December 31, 2021 (in 000's)	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price CDN$
$4.55 - $5.00	90	0.3	4.90
$8.05 - $11.07	250	0.8	8.17
	340	0.6	7.30

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

	Number of Options (in 000's)		Weighted Average Exercise Price, (CDN$)
Balance, stock options outstanding as at December 31, 2019	470		7.31
Exercised	(65	)	(9.54	)
Balance, stock options outstanding as at December 31, 2020	405		7.05
Exercised	(65	)	(5.71	)
Balance, stock options outstanding as at December 31, 2021	340		7.30

The weighted average Lithium Americas share price at the time of exercise of options during the year ended December 31, 2021, was CDN$19.80 (2020 - CDN$12.96).

During the year ended December 31, 2021, stock-based compensation expense related to stock options of $Nil was charged to operating expenses (2020 - $Nil). 

	F-20

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

8.EQUITY COMPENSATION (continued)

Performance Share Units ("PSUs") (in thousands)

12 PSUs were granted by Lithium Americas to Lithium Nevada employees during the year ended December 31, 2021 (2020 - none). As at December 31, 2021, there was $190 of total unamortized compensation cost relating to unvested PSUs (2020 - $254). 

During the year ended December 31, 2021, equity compensation expense related to PSUs of $324 was charged to operating expenses (2020 - $356).

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

	Number of PSUs (in 000's)		Weighted average FMV price per share, ($)
Balance, PSUs outstanding as at December 31, 2019	176		6.49
Forfeited	(11	)	(6.52	)
Balance, PSUs outstanding as at December 31, 2020	165		6.11
Granted	12		19.72
Forfeited	(64	)	(6.52	)
Balance, PSUs outstanding as at December 31, 2021	113		7.31

9.RELATED PARTY TRANSACTIONS

LAC North America entered into the following transactions with related parties:

Funding from parent company

As described in Note 2, LAC North America is funded via a loan from Lithium Americas (recorded within liabilities (Note 7)) or capital contributions (recorded within net parent investment in equity). The net parent investment represents Lithium Americas' interest in the recorded net assets of LAC North America and the cumulative net equity investment by Lithium Americas through the dates presented.

Allocation of parent company costs

Certain costs related to LAC North America incurred by the parent company, Lithium Americas, are allocated to LAC North America and presented as general and administrative expenditures in the carve-out statement of comprehensive loss (Note 2). 

10.SEGMENTED INFORMATION

LAC North America operates in one operating segment and one geographical area. The Thacker Pass project is in the exploration and evaluation stage for the financial reporting periods presented herein. Substantially all the assets and the liabilities of LAC North America relate to the Thacker Pass project.

	F-21

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

11.ASSETS HELD FOR SALE AND DISCONTINUED OPERATION

In 2019, the Lithium Americas Board made the strategic decision to wind-up the organoclay business in an orderly fashion, including divesting of its assets. The organoclay business was non-core to the Parent's portfolio of lithium projects. Organoclay property, plant and equipment were classified as assets held for sale as at December 31, 2020 and were recognized at the lower of its carrying value and fair value less cost to sell within the Carve-out Statements of Financial Position. On January 13, 2021, the Parent completed the sale of the organoclay property, plant and equipment for gross proceeds of $4,250.

	Years ended December 31,
	2021	2020
	$	$
ASSETS HELD FOR SALE
Land and Building	-	3,706
Building Improvements	-	501
Accumulated Depreciation	-	(281	)
Net assets held for sale	-	3,926

The results from operations for the organoclay business have been presented as discontinued operations within the Carve-out Statements of Comprehensive Loss and the Consolidated Statements of Cash Flows.

	Years ended December 31,
	2021		2020
	$		$
ORGANOCLAY SALES	18		670
COST OF SALES
Production costs	(42	)	(1,277	)
Depreciation	-		(33	)
Total cost of sales	(42	)	(1,310	)
GROSS LOSS	(24	)	(640	)
EXPENSES
Assets write off	-		(11	)
General, administrative, and other	(37	)	(443	)
	(37	)	(454	)
Other Income	25		81
Gain on Sale of Assets	158		-
NET INCOME/(LOSS) FROM DISCONTINUED OPERATIONS	122		(1,013	)
Net cash inflow from discontinued operations	3,523		561

Cash inflows from discontinued operations are separately disclosed and included in cash flow from operating, investing and financing activities within the Carve-out Statements of Cash Flows.

	F-22

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

12.INCOME TAXES

A reconciliation of income taxes at Canadian statutory rates with reported taxes is as follows:

	For the years ended December 31,
	2021		2020
	$		$
Loss from continuing operations before tax	47,148		24,204
(Gain)/Loss from discontinued operations	(122	)	1,013
	47,026		25,217
Statutory tax rate	27	%	27	%
Expected income recovery at statutory tax rate	12,697		6,809
Effect of lower tax rate in foreign jurisdiction	(2,417	)	(1,187	)
Change in unrecognized deferred tax assets and other	(10,280	)	(5,622	)
Tax expense	-		-

The significant components of LAC North America's deferred tax assets and liabilities are as follows:

	As at December 31
	2021	2020
	$	$
Deferred tax assets:
Tax loss carryforwards	30,695	17,436
Exploration and evaluation assets	1,173	584
Capital assets	-	1,274
Other	109	68
Deferred tax assets	31,977	19,362
Deferred tax liabilities:
Other	-	(45	)
Deferred tax liabilities	-	(45	)
Unrecognized deferred tax assets	31,977	19,317

Lithium Nevada has non-capital loss carryforwards in the US of approximately $146,000 (2020 - $85,000) some of which expire in 2029 and some of which have no fixed date of expiry and are available to reduce taxable income. The resulting US deferred tax assets have not been recognized as it is not yet probable that Lithium Nevada will generate future taxable income.

LAC North America has also generated Canadian tax loss carryforwards as a result of applying the separate return method to the tax effects of costs allocated by the Parent to LAC North America. The resulting Canadian deferred tax assets have not been recognized as it is not probable LAC North America will generate future Canadian taxable profit against which the loss carryforwards can be used.

	F-23

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

13.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 exist.  A financial instrument is classified in the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. As at December 31, 2021, the fair value of financial instruments measured at amortized costs approximate their carrying value.

LAC North America manages risks to minimize potential losses. The main objective of LAC North America's risk management process is to ensure that the risks are properly identified and that the capital base is adequate in relation to those risks.  The principal risks which impact LAC North America'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 LAC North America to a concentration of credit risk consist primarily of cash, cash equivalents, and receivables. LAC North America's maximum exposure to credit risk for cash, cash equivalents, and receivables is the amount disclosed in the consolidated statements of financial position. LAC North America limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions and invests only in short-term obligations that are guaranteed by the Canadian government or by Canadian and US chartered banks with expected credit losses estimated to be de minimis.

Management believes that the credit risk concentration with respect to financial instruments included in cash, cash equivalents, and receivables is nominal.

Liquidity Risk

Liquidity risk is the risk that LAC North America will not be able to meet its financial obligations as they fall due.  LAC North America's approach to managing liquidity is to evaluate current and expected liquidity requirements under both normal and stressed conditions to estimate and maintain sufficient reserves of cash and cash equivalents to meet its liquidity requirements in the short and long term. LAC North America prepares annual budgets, which are regularly monitored and updated as considered necessary. As at December 31, 2021, LAC North America had a cash and cash equivalents balance of $933 to settle current liabilities of $4,517 (Note 1).

14. CAPITAL DISCLOSURE

LAC North America's objectives when managing capital are to safeguard LAC North America's ability to continue as a going concern to pursue the exploration and development of its mineral properties and to maintain a flexible capital structure.

	F-24

LAC NORTH AMERICA
NOTES TO THE CARVE-OUT FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of US dollars, except for per share amounts; shares and equity instruments in thousands)

14. CAPITAL DISCLOSURE (continued)

The capital structure of LAC North America consists of net investment of parent and loan from Parent. LAC North America manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.

Pursuant to the Arrangement, the Parent will contribute the loan from Parent to SpinCo upon consummation of the Separation.

To carry out the planned exploration and development of its projects and pay for corporate and administrative costs, Lithium Americas will spend its existing working capital and raise additional amounts as needed and if available.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of Lithium Americas, is reasonable. There were no changes in Lithium Americas' approach to capital management during the year ended December 31, 2021.

15. SUBSEQUENT EVENTS

a)On January 30, 2023, Lithium Americas entered into an agreement with GM, pursuant to which GM will make a $650,000 equity investment in two tranches. Lithium Americas has agreed to use the proceeds from the Transaction for the development of Thacker Pass. The investment from GM will support LAC North America in creating the foundation for an independent U.S. business focused on Thacker Pass and a North American lithium supply chain. On February 16, 2023, the initial tranche of $320,000 closed with GM's subscription for 15,002 subscription receipts of Lithium Americas which were automatically converted into 15,002 units comprising an aggregate of 15,002 common shares and 11,891 warrants of Lithium Americas at $21.34 per unit, upon which Lithium Americas and GM entered into an offtake agreement to supply GM with lithium carbonate production from Thacker Pass and an investor rights agreement. GM is now Lithium Americas' largest shareholder and offtake partner. 

b)On July 18, 2022, LAC North America made a $5,000 equity investment in Ascend Elements, Inc. ("Ascend Elements"), a private US based lithium-ion battery recycling and engineered materials company, by way of a subscription for Series C-1 preferred shares. Holders of these shares have a right to a dividend at a rate of 8% per annum of the issue price (only if and when declared by Ascend Elements' board of directors), preferential rights upon liquidation, a right to convert preferred shares to common shares and other customary preferences.

c)On April 28, 2022, LAC North America acquired a 5% stake in Green Technology Metals Limited (ASX: GT1), a North American focused lithium exploration and development company with hard rock spodumene assets in north-western Ontario, Canada, in a private placement, for total consideration of $10,000.

	F-25

EX-1.1

                  1397468                  B.C. Ltd.
(the "Company")

Incorporation Number:      BC1397468      

ARTICLES

1.	INTERPRETATION	2
2.	SHARES AND SHARE CERTIFICATES	3
3.	ISSUE OF SHARES	4
4.	SHARE REGISTERS	5
5.	SHARE TRANSFERS	5
6.	TRANSMISSION OF SHARES	6
7.	PURCHASE OF SHARES	7
8.	BORROWING POWERS	7
9.	ALTERATIONS	8
10.	MEETINGS OF SHAREHOLDERS	9
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	11
12.	VOTES OF SHAREHOLDERS	14
13.	DIRECTORS	17
14.	ELECTION AND REMOVAL OF DIRECTORS	19
15.	POWERS AND DUTIES OF DIRECTORS	24
16.	DISCLOSURE OF INTEREST OF DIRECTORS	24
17.	PROCEEDINGS OF DIRECTORS	25
18.	EXECUTIVE AND OTHER COMMITTEES	28
19.	OFFICERS	29
20.	INDEMNIFICATION	30
21.	DIVIDENDS	31
22.	DOCUMENTS, RECORDS AND REPORTS	32
23.	NOTICES	32
24.	SEAL	34
25.	PROHIBITIONS	34
26.	SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO COMMON SHARES	35
27.	SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO THE PREFERENCE SHARES	36

- 2 -

ARTICLES

OF

                  1397468                  B.C. Ltd.

(the "Company")

The Company will have as its Articles on incorporation the following Articles.

Full name and signature of each	Date of Signing
Incorporator
Name:     Jonathan Evans
	January 23                              , 2023.
Signature:

1.INTERPRETATION

1.1Definitions

In these Articles, unless the context otherwise requires:

(1)"board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

(2)"Business Corporations Act" means the Business Corporations Act (British Columbia) as amended from time to time and includes all regulations as amended from time to time made pursuant to that Act;

(3)"legal personal representative" means the personal or other legal representative of the shareholder;

(4)"registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(5)"seal" means the seal of the Company, if any.

1.2Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

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2.SHARES AND SHARE CERTIFICATES

2.1Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.4Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1)order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2)issue a replacement share certificate or acknowledgment, as the case may be.

2.6Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(1)proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

(2)any indemnity the directors consider adequate.

2.7Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

- 4 -

2.8Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3.ISSUE OF SHARES

3.1Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1)consideration is provided to the Company for the issue of the share by one or more of the following:

(a)past services performed for the Company;

(b)property;

(c)money; and

- 5 -

(2)the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4.SHARE REGISTERS

4.1Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register, which may be kept in electronic form. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2Closing Register

The Company must not at any time close its central securities register.

5.SHARE TRANSFERS

5.1Registering Transfers

The Company must register a transfer of a share of the Company if either:

(1)the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(a)in the case where the Company has issued a share certificate in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(b)in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of the Business Corporations Act and including the case where the Company has issued a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

(c)such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or

- 6 -

(2)all the preconditions for a transfer of a share under the Securities Transfer Act (British Columbia) (the "Securities Transfer Act") have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.2Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

5.3Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(1)in the name of the person named as transferee in that instrument of transfer; or

(2)if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6.TRANSMISSION OF SHARES

6.1Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

- 7 -

6.2Rights of Legal Personal Representative

The legal personal representative of a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, the Business Corporations Act and applicable securities legislation, if appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder's name and the name of another person in joint tenancy.

7.PURCHASE OF SHARES

7.1Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1)the Company is insolvent; or

(2)making the payment or providing the consideration would render the Company insolvent.

7.3Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1)is not entitled to vote the share at a meeting of its shareholders;

(2)must not pay a dividend in respect of the share; and

(3)must not make any other distribution in respect of the share.

8.BORROWING POWERS

The Company, if authorized by the directors, may:

(1)borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

(2)issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

- 8 -

(3)guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4)mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9.ALTERATIONS

9.1Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by ordinary resolution:

(1)create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(2)increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(3)subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(4)if the Company is authorized to issue shares of a class of shares with par value:

(a)decrease the par value of those shares; or

(b)if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(5)change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(6)alter the identifying name of any of its shares; or

(7)otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

and, if applicable, alter its Notice of Articles and, if applicable, its Articles, accordingly.

9.2Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(1)create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(2)vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

- 9 -

9.3Change of Name

The Company may by consent resolution of the directors or by special resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.4Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by resolution of the board of directors or by special resolution alter these Articles.

10.MEETINGS OF SHAREHOLDERS

10.1Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place, whether in or outside British Columbia, whether as an electronic or partially electronic or in-person meeting pursuant to section 166 of the Business Corporations Act, as may be determined by the directors.

10.2Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders, to be held at such time and place, whether in or outside of British Columbia, whether as an electronic or partially electronic or in- person meeting, pursuant to section 166 of the Business Corporations Act, as may be determined by the directors.

10.4Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, whether the meeting is being held, as an electronic or partially electronic or in-person meeting, pursuant to section 166 of the Business Corporations Act, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1)if and for so long as the Company is a public company, 21 days;

(2)otherwise, 10 days.

- 10 -

10.5Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1)if and for so long as the Company is a public company, 21 days;

(2)otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.8Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1)state the general nature of the special business; and

(2)if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a)at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(b)during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

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11.PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1Special Business

At a meeting of shareholders, the following business is special business:

(1)at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2)at an annual general meeting, all business is special business except for the following:

(a)business relating to the conduct of or voting at the meeting;

(b)consideration of any financial statements of the Company presented to the meeting;

(c)consideration of any reports of the directors or auditor;

(d)the setting or changing of the number of directors;

(e)the election or appointment of directors;

(f)the appointment of an auditor

(g)the setting or approval of auditor renumeration;

(h)business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(i)any non-binding advisory vote (i) proposed by the Company, (ii) required by the rules of any stock exchange on which securities of the Company are listed, or (iii) required by applicable Canadian securities legislation;

(j)any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders entitled to vote at the meeting whether in person or by proxy who hold, in the aggregate, at least 25% of the issued shares entitled to be voted at the meeting.

11.4One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1)the quorum is one person who is, or who represents by proxy, that shareholder, and

(2)that shareholder, present in person or by proxy, may constitute the meeting.

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11.5Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1)in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(2)in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1)the chair of the board, if any; or

(2)if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

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11.11Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1)the poll must be taken:

(a)at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b)in the manner, at the time and at the place that the chair of the meeting directs;

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(2)the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(3)the demand for the poll may be withdrawn by the person who demanded it.

11.18Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12.VOTES OF SHAREHOLDERS

12.1Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1)on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2)on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

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12.2Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1)any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2)if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1)for that purpose, the instrument appointing a representative must:

(a)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b)be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(2)if a representative is appointed under this Article 12.5:

(a)the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b)the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

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12.6Proxy Provisions Do Not Apply to All Companies

If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, Articles 12.7 to 12.14 apply only insofar as they are not inconsistent with any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and insofar as they are not inconsistent with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commission or similar authorities appointed under that legislation.

12.7Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders who need not be shareholders to act in the place of an absent proxy holder.

12.9Deposit of Proxy

A proxy for a meeting of shareholders must:

(1)be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(2)unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.10Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1)at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2)by the chair of the meeting, before the vote is taken.

12.11Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

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[name of company]
(the "Company")   

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): ______________________

Signed [month, day, year]

_______________________________________________________
[Signature of shareholder]

_______________________________________________________
[Name of shareholder-printed]

12.12Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1)received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2)provided, at the meeting, to the chair of the meeting.

12.13Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1)if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2)if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.14Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13.DIRECTORS

13.1First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

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(1)subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2)if the Company is a public company, the greater of three and the most recently set of:

(a)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)the number of directors set under Article 14.4;

(3)if the Company is not a public company, the most recently set of:

(a)the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)the number of directors set under Article 14.4.

13.2Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1)the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2)if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

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13.8Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14.ELECTION AND REMOVAL OF DIRECTORS

14.1Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1)the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2)all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1)that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2)that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3)with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3Failure to Elect or Appoint Directors

If:

(1)the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2)the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3)the date on which his or her successor is elected or appointed; and

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(4)the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re- elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors but, if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purposes of appointing directors up to that number, summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors, or, subject to the Business Corporations Act, for any other purpose.

14.7Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1)one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2)in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9Ceasing to be a Director

A director ceases to be a director when:

(1)the term of office of the director expires;

(2)the director dies;

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(3)the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4)the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

14.12Advance Notice of Nominations of Directors

(1)In this Article 14.12,

(a)"Applicable Securities Laws" means the Securities Act and the applicable securities legislation of each province and territory of Canada, as amended, of which the Company is a reporting issuer or equivalent, from time to time, along with the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the related securities commission and similar regulatory authority of the applicable provinces and territories of Canada;

(b)"Company Email Address" means the business email address of the Company as specified on the Company's profile on SEDAR;

(c)"Company Fax Number" means the fax number of the Company as specified on the Company's profile on SEDAR;

(d)"Head Office" means the head office address of the Company as specified on the Company's profile on SEDAR;

(e)"Meeting of Shareholders" means such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more persons are nominated for election to the board of directors by a Nominating Shareholder;

(f)"Nominating Shareholder" has the meaning set out in Article 14.12(2)(c);

(g)"Notice Date" has the meaning set out in Article 14.12(4)(a);

(h)"Public Announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company on SEDAR;

(i)"Securities Act" means the British Columbia Securities Act or any successor thereto;

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(j)"SEDAR" means the System for Electronic Document Analysis and Retrieval at www.sedar.com or any successor filing service for the dissemination of public company disclosure documents in Canada;

(k)"Shareholder Notice" has the meaning set out in Article 14.12(3)(a);

(2)Subject only to the Business Corporations Act, only persons who are nominated in accordance with this Article 14.12 shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors may be made for any Meeting of Shareholders:

(a)by or at the direction of the board of directors or an authorized officer of the Company, including pursuant to a notice of meeting;

(b)by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or

(c)by any person (a "Nominating Shareholder"):

(i)who, on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and

(ii)who complies with the notice procedures set forth below in this Article 14.12.

(3)In addition to any other applicable requirements, a Nominating Shareholder must give the following in order to nominate persons for election as directors timely notice of the nomination in proper written form to the secretary of the Company at the Head Office in accordance with this Article 14.12 ("Shareholder Notice").

(4)To be timely, the Shareholder Notice must be given:

(a)in the case of an annual general meeting (which may also be an annual and special meeting of shareholders), not less than 30 days prior to the date of the annual general meeting; provided, however, that in the event that the annual general meeting is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first Public Announcement of the date of the annual general meeting was made, the Shareholder Notice may be given not later than 5:00 p.m. in the time zone of the Head Office on the tenth (10th) day following the Notice Date; or

(b)in the case of a special meeting (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than 5:00 p.m. in the time zone of the Head Office on the fifteenth (15th) day following the first Public Announcement of the date of the special meeting.

(5)To be in proper written form, the Shareholder Notice must set forth:

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(a)as to each person whom the Nominating Shareholder proposes to nominate for election as a director:

(i)the name, age, business address and residential address of the person;

(ii)the principal occupation or employment of the person;

(iii)the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date of notice for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iv)a statement as to whether such person would be "independent" of the Company (within the meaning of section 1.4 and 1.5 of National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination;

(v)any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws;

(b)as to the Nominating Shareholder giving the Shareholder Notice,

(i)any information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws; and

(ii)the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date of notice for the Meeting of Shareholders (if such date shall than have been made publicly available and shall have occurred) and as of the date of such notice.

(6)No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12; provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act.

(7)The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination be disregarded.

(8)Notwithstanding any other provision of these Articles, notice or any delivery given to the secretary of the Company pursuant to this Article 14.12 may only be given by mail, personal delivery, facsimile transmission or email and shall be deemed to have been given and made only at the time it is sent by mail to the Head Office, served by personal delivery to the Head Office, sent by email to the Company Email Address or sent by facsimile transmission to the Company Fax Number (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. in the time zone of the Head Office on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

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(9)This Article 14.12 only applies to the Company if and for so long as it is a public company.

(10)Notwithstanding the foregoing, the board of directors may, in their sole discretion, waive any requirement in this Article 14.12 by resolution of the board of directors.

15.POWERS AND DUTIES OF DIRECTORS

15.1Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

15.2Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

15.3Remuneration of the auditor

The directors may set the remuneration of the auditor without the prior approval of the shareholders.

16.DISCLOSURE OF INTEREST OF DIRECTORS

16.1Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

16.2Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

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16.3Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

16.4Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

16.5Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.6No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

16.7Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

16.8Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

17.PROCEEDINGS OF DIRECTORS

17.1Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

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17.2Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

17.3Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1)the chair of the board, if any;

(2)in the absence of the chair of the board, the president, if any, if the president is a director; or

(3)any other director chosen by the directors if:

(a)neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b)neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(c)the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

17.4Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

17.5Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

17.6Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 23.1 or orally or by telephone.

17.7When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

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(1)the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2)the director or alternate director, as the case may be, has waived notice of the meeting. 18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

17.8Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

17.9Quorum

The quorum necessary for the transaction of the business of the directors is a majority of the number of directors in office or such other number as the directors may determine from time to time.

17.10Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

17.11Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(1)in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(2)in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

A consent in writing under this Article may be by signed document, fax, email or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.11 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

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18.EXECUTIVE AND OTHER COMMITTEES

18.1Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1)the power to fill vacancies in the board of directors;

(2)the power to remove a director;

(3)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(4)such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

18.2Appointment and Powers of Other Committees

The directors may, by resolution:

(1)appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2)delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a)the power to fill vacancies in the board of directors;

(b)the power to remove a director;

(c)the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d)the power to appoint or remove officers appointed by the directors; and

(3)make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

18.3Obligations of Committees

Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must:

(1)conform to any rules that may from time to time be imposed on it by the directors; and

(2)report every act or thing done in exercise of those powers at such times as the directors may require.

18.4Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:

(1)revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

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(2)terminate the appointment of, or change the membership of, the committee; and

(3)fill vacancies in the committee.

18.5Committee Meetings

Subject to Article 18.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 18.1 or 18.2:

(1)the committee may meet and adjourn as it thinks proper;

(2)the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(3)a majority of the members of the committee constitutes a quorum of the committee; and

(4)questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

19.OFFICERS

19.1Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

19.2Functions, Duties and Powers of Officers

The directors may, for each officer:

(1)determine the functions and duties of the officer;

(2)entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3)revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

19.3Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.

19.4Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

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20.INDEMNIFICATION

20.1Definitions

In this Article 20:

(1)"eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2)"eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a)is or may be joined as a party; or

(b)is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3)"expenses" has the meaning set out in the Business Corporations Act.

20.2Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 20.2.

20.3Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

20.4Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

20.5Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1)is or was a director, alternate director, officer, employee or agent of the Company;

(2)is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

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(4)at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

21.DIVIDENDS

21.1Payment of Dividends Subject to Special Rights

The provisions of this Article 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

21.2Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

21.3No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 21.2.

21.4Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

21.5Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

21.6Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1)set the value for distribution of specific assets;

(2)determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3)vest any such specific assets in trustees for the persons entitled to the dividend.

21.7When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

21.8Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

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21.9Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

21.10Dividend Bears No Interest

No dividend bears interest against the Company.

21.11Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

21.12Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

21.13Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

22.DOCUMENTS, RECORDS AND REPORTS

22.1Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

22.2Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

23.NOTICES

23.1Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1)mail addressed to the person at the applicable address for that person as follows:

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(a)for a record mailed to a shareholder, the shareholder's registered address;

(b)for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(c)in any other case, the mailing address of the intended recipient;

(2)delivery at the applicable address for that person as follows, addressed to the person:

(a)for a record delivered to a shareholder, the shareholder's registered address;

(b)for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(c)in any other case, the delivery address of the intended recipient;

(3)sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4)sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5)physical delivery to the intended recipient.

23.2Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

23.3Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 23.1, prepaid and mailed or otherwise sent as permitted by Article 23.1 is conclusive evidence of that fact.

23.4Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

23.5Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1)mailing the record, addressed to them:

(a)by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

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(b)at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2)if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.SEAL

24.1Who May Attest Seal

Except as provided in Articles 24.2 and 24.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1)any two directors;

(2)any officer, together with any director;

(3)if the Company only has one director, that director; or

(4)any one or more directors or officers or persons as may be determined by the directors. 25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer.

24.2Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

25.PROHIBITIONS

25.1Definitions

In this Article 25:

(1)"designated security" means:

(a)a voting security of the Company;

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(b)a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c)a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(2)"security" has the meaning assigned in the Securities Act (British Columbia);

(3)"voting security" means a security of the Company that:

(a)is not a debt security, and

(b)carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

25.2Application

Article 25.3 does not apply to the Company if and for so long as it is a public company or a pre- existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

25.3Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

26.SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO COMMON SHARES

26.1Common Share Special Rights and Restrictions

The Common Shares Without Par Value (the "Common Shares") have attached to them the special rights and restrictions set out in this Article 26.

26.2Payment of Dividends

The holders of the Common Shares will be entitled to receive dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors of the Company may from time to time determine. Subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to the holders of the Common Shares, the board of directors of the Company may in its sole discretion declare dividends on the Common Shares to the exclusion of any other class of shares of the Company.

26.3Participation upon Liquidation, Dissolution or Winding Up

In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, no amount will be paid and no property or assets of the Company will be distributed to the holders of the Common Shares unless the holders of the Preference Shares have received from the property and assets of the Company the amount to which they are entitled pursuant to these Articles and thereafter the holders of the Common Shares will be entitled to all remaining property and assets of the Company on a share for share basis.

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26.4Voting Rights

The holders of the Common Shares will be entitled to receive notice of and to attend all meetings of the shareholders of the Company and to one vote in respect of each Common Share held at all such meetings, except for meetings at which or for matters with respect to which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series.

27.SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO THE PREFERENCE SHARES

27.1Preference Share Special Rights and Restrictions

The Preference Shares Without Par Value (the "Preference Shares") have attached to them the special rights and restrictions set out in this Article 27.

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27.2Non-Cumulative Dividends

The holders of the Preference Shares will be entitled to receive non-cumulative dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors of the Company may from time to time determine. The board of directors of the Company may in its sole discretion declare non-cumulative dividends on the Preference Shares to the exclusion of any other class of shares of the Company.

27.3Redemption by Company

Subject to the provisions of the Business Corporations Act, the Company may redeem at any time the whole or from time to time any part of the then outstanding Preference Shares on payment of an amount for each share to be redeemed equal to the Redemption Price (as hereinafter defined), plus all declared and unpaid dividends thereon, the whole constituting and being herein referred to as the "Redemption Amount". The Redemption Amount will be paid in cash money or, at the discretion of the Company, by the issuance of one or more promissory notes.

27.4Redemption at Option of Holder

A holder of Preference Shares will be entitled to require the Company to redeem, subject to the requirements of the Business Corporations Act, at any time the whole or from time to time any part of the Preference Shares then held by such holder by delivering an irrevocable request in writing specifying that the holder desires to have all or any part of the Preference Shares registered in such holder's name redeemed by the Company, together with the share certificate or certificates, if any, representing the Preference Shares which the registered holder desires to have the Company redeem. Upon receipt of such a request together with the share certificate or certificates representing the Preference Shares, if the Preference Shares which the holder desires to have the Company redeem are certificated, the Company will redeem such Preference Shares by paying to such holder the Redemption Amount for each such Preferred Share being redeemed. The Preference Shares will be redeemed and the holder of such shares will cease to be entitled to dividends and will not be entitled to exercise any of the rights of a holder of Preference Shares in respect thereof unless payment of the Redemption Amount is not made on the date specified for redemption, in which event the rights of the holder of the said Preference Shares will remain unaffected.

27.5Redemption Price

In these Articles, the term "Redemption Price" in respect of each Preference Share means an amount equal to: (i) the net fair market value of all of the Distribution Property (as defined in the plan of arrangement involving Lithium Americas Corp., its shareholders and the Company), divided by (ii) the number of Preference Shares issued and outstanding, plus all declared but unpaid dividends thereon.

For purposes of subsection 191(4) of the Income Tax Act (Canada) the amount specified in respect of each Preference Share will be the amount specified by an officer or director of the Company in a certificate that is made (i) effective concurrently with the issuance of such Preference Share and (ii) pursuant to a resolution of the board of directors of the Company authorizing the issuance of such Preference Share, such amount to be expressed as a dollar amount (and not as a formula) that is not higher than the net fair market value of the consideration for which such Preference Share is issued.

- 38 -

27.6Cancellation

Any Preference Shares that are redeemed by the Company pursuant to any of the provisions of these Articles will for all purposes be considered to have been redeemed on, and will be cancelled concurrently with, the payment by the Company to or to the benefit of the holder thereof of the Redemption Amount.

27.7Participation upon Liquidation, Dissolution or Winding Up

In the event of the liquidation, dissolution or winding up of the Company or other distribution of property or assets of the Company among its shareholders for the purpose of winding up its affairs, each holder of a Preference Share will be entitled in respect of each such share to receive from the property and assets of the Company an amount equal to the Redemption Amount in respect of that share before any amount will be paid or any property or asset of the Company distributed to the holders of the Common Shares, following which payment the holders of the Preference Shares will not be entitled to share any further in the distribution of the property or assets of the Company.

27.8Voting Rights

The holders of the Preference Shares will not be entitled to receive notice of or to attend or vote at any meetings of the shareholders of the Company and will not have any voting rights, except as required by applicable law.

27.9No Dilution

For so long as any Preference Shares are outstanding, the Company will not (i) declare or pay any dividend on the Common Shares, or (ii) redeem or purchase for cancellation or otherwise any of the Common Shares.

EX-15.1

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table of Contents

Table of Contents	ii
List of Figures and Illustrations	vi
List of Tables	x
1Executive Summary	14
1.1Introduction	14
1.2Property Location, Description and Ownership	14
1.3Geology	14
1.4Deposit Types	15
1.5Exploration	15
1.6Drilling	15
1.7Sample Preparation, Analyses and Security	16
1.8Data Verification	16
1.9Metallurgical Testing	17
1.10Mineral Resources and Reserves	18
1.11Mine Methods	20
1.12Recovery Methods	20
1.13Infrastructure	21
1.14Market Studies and Contracts	22
1.15Capital and Operating Costs	23
1.16Financial Model	25
1.17Conclusions and Recommendations	26
2Introduction	29
2.1Sources of Information	29
2.2Description of Personal Inspections	32
2.3Units, Currency and Terms of Reference	33
3Property Description	39
3.1Property Description	39
3.2Area of the Property	42
3.3Mineral Tenure	42
3.4Nature and Extent of Interest and Title	44
3.5Significant Encumbrances to the Property	45
3.6Other Factors or Risks	46
3.7Royalties, Rights and Payments	46
4Accessibility, Climate, Local Resources, Infrastructure and Physiography	47
4.1Physiography	47
4.2Accessibility	47
4.3Climate	47
4.4Availability of Required Infrastructure	49
5History	51
5.1Ownership History	51
5.2Exploration History	51
5.3Historic Production from the Property	52
6Geological Setting, Mineralization, and Deposit	53
6.1Regional Geology	53
6.2Geologic History of the McDermitt Caldera	54
6.3Mineralization	56

Page ii

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

6.4Deposit Types	61
7Exploration	62
7.1Exploration Work	62
7.2Exploration Drilling	65
7.3Hydrogeologic System Characterization	70
7.4Geotechnical Drilling	83
8Sample Preparation, Analyses and Security	88
8.1LAC Site Sample Preparation	88
8.2Laboratory Sample Preparation	89
8.3ALS Analysis	90
8.4Density	90
8.5Quality Control	95
8.6Qualified Person Statement	101
9Data Verification	102
9.1Site Inspection	102
9.2Data Verification Procedures	104
9.3Mineral Reserves, Mine Design and LOM Plan Data Verification	108
10Mineral Processing and Metallurgical Testing	110
10.1Ore Collection for Metallurgical Testing	110
10.2Metallurgical Test Work by Area	116
10.3Beneficiation and Leaching Variability Study	141
10.4Specific Gravity	144
10.5Metallurgical Test Work Conclusions	145
11Mineral Resource Estimates	146
11.1Key Assumptions, Parameters and Methods	146
11.2Mineral Resource Statement	166
11.3Cutoff Grade and Pit Optimization	166
11.4Mineral Resource Classification	168
11.5Mineral Resource Uncertainty	173
11.6Reporting of Multiple Commodities	175
11.7QP's Opinion on Factors that are Likely to Influence the Prospect of Economic Extraction	175
12Mineral Reserve Estimates	176
12.1Key Assumptions, Parameters and Methods	176
12.2Mineral Reserve Estimate	179
12.3Cutoff Grade	180
12.4Classification of Mineral Reserves	182
12.5Reporting of Multiple Commodities	182
12.6QP's Opinion on Risk Factors that could Materially Affect the Mineral Reserve Estimates	182
13Mining Methods	184
13.1Parameters for the Pit Design	184
13.2Mine Plan	186
13.3Mining Operations	195
13.4Equipment Selection	197
13.5Personnel Requirements	199
13.6Fuel	200
13.7Drilling and Blasting	200

Page iii

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

14Processing and Recovery Methods	202
14.1General Description	202
14.2Process Design Criteria	204
14.3Process Description	208
14.4Reagents	214
14.5Plant Water	217
14.6Power	218
14.7Air Service	219
14.8Quality Control	220
14.9Sampling	220
14.10Auxiliary Systems	220
14.11Process Control Philosophy	221
14.12QP Opinion on Bench Scale Testing for Justification of Mineral Resources and Mineral Reserves	221
15Infrastructure	222
15.1Overall Site General Arrangement	222
15.2Process Plant General Arrangement	222
15.3Reagents, Consumables and Shipping	223
15.4Ancillary Buildings	223
15.5Site Access	225
15.6Raw Material Logistics	227
15.7Power Supply	228
15.8Sulfuric Acid Production	234
15.9Water Supply	235
15.10Waste Rock and Tailings	236
16Market Studies	240
16.12021 and 2022 Synopsis	240
16.2Supply and Demand Forecast	240
16.3Pricing	241
16.4Pricing Forecast	241
16.5Contracts	242
16.6Qualified Person Statement	242
17Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups	243
17.1Introduction	243
17.2Permitting Pre-Planning Process	243
17.3Federal, State, and Local Regulatory Permitting Requirements	245
17.4Summary Schedule for Permitting, Approvals, and Construction	249
17.5Current Permitting Status	249
17.6Community Engagement	249
17.7Environmental Baseline Studies	252
17.8Waste Rock, Gangue, and Tailings Facility Management	260
17.9Social or Community Impacts	262
17.10Mine Reclamation and Closure	263
18Capital and Operating Costs	265
18.1Capital Cost Estimate	265
18.2Sustaining Capital Costs	276
18.3Operating Cost Estimate	278
19Economic Analysis	293
19.1Introduction	293

Page iv

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

19.2Methodology	293
19.3Input Data	294
19.4Cash Flow	300
19.5Sensitivity Analysis	304
20Adjacent Properties	307
21Other Relevant Data and Information	308
21.1Project Execution Plan	308
21.2Limestone Quarry	311
21.3Transload Facility	316
22Interpretation and Conclusions	321
22.1Mineral Resource and Mineral Reserve Estimate	321
22.2Mining	321
22.3Infrastructure	322
22.4Environment	322
22.5Economics	322
22.6Metallurgy	323
23Recommendations	326
23.1Environmental Permitting	326
23.2Mining	326
23.3Exploration	326
23.4Metallurgical Testing	327
23.5Infrastructure	329
23.6Limestone Quarry	329
23.7Execution Strategy Impact	329
24References	331
25Reliance on Information Provided by the Registrant	341

Page v

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

List of Figures and Illustrations

Figure 1-1Overall Site General Arrangement	21
Figure 3-1Regional Location Map	40
Figure 3-2Map of Lithium Americas Corp. Mineral and Surface Control in the Vicinity of the Thacker Pass Project	41
Figure 4-1Photograph of the On-Site Meteorological Station, Including Tower, Solar Power Station, and Security Fence	48
Figure 6-1Regional Map Showing the Location of the McDermitt Caldera in the Western US	54
Figure 6-2Simplified Geological Map of the Southern Portion of the McDermitt Caldera and the Thacker Pass Project	55
Figure 6-3Local Geologic Stratigraphic Column	57
Figure 6-4Interpreted and Simplified Sample Log for Drill Hole WLC-043, Li Assay Data, Alteration Phases Identified by X-ray Diffraction, and Thin Section Imagery	58
Figure 6-5Assay Lithium Content Plotted Against Clay X-Ray Diffraction Data from Drill Holes WLC-043, WLC-006, and WLC-067	60
Figure 7-1Locations of Seismic Surveys Conducted in 2017	64
Figure 7-2Results from one of the Seismic Test Lines (A-A')	65
Figure 7-3Drill Hole Map of Thacker Pass Deposit	68
Figure 7-4Photograph of Core after Geologic Logging	69
Figure 7-5Numerical Model Grid	74
Figure 7-6Numerical Model Layer	75
Figure 7-7Faults and Cross Section Locations	79
Figure 7-8Hydrogeologic Cross Section D-D'	80
Figure 7-9Interpreted Groundwater Elevations near Thacker Pass	81
Figure 7-10Steady State Groundwater Elevation Calibration Results	82
Figure 7-11Mining geotechnical bore holes and test pit locations	84
Figure 8-1Half Core Sawed by a Diamond Blade	88
Figure 8-2Workflow Diagram for Geological Samples	89
Figure 8-3Dry Bulk Density Sample Locations	93
Figure 8-4Smectite, Mixed Zone and Illite Dry Bulk Density Histogram from MacTec (2008), AMEC (2011), WLC (2010-2011), ALS (2010-2011), and BARR (2019) Geotech Studies	94
Figure 8-5LAC Blank Results	96
Figure 8-6LAC Drilling QA/QC Results (4,230 Li Standard)	98
Figure 8-7LAC Drilling QA/QC Results (3,378 Li Standard)	99
Figure 8-8LAC Drilling Duplicate Results	100
Figure 9-1Site Inspection Pictures	103
Figure 9-2Drill Hole Verification Locations	106

Page vi

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 9-3Independent Verification of Lithium Grades Distribution	107
Figure 10-1Bulk sample drill hole locations (WLC-202, WLC-204, WLC-197, WLC-136, WLC-112 and WLC-118)	112
Figure 10-2Bulk material sampling	113
Figure 10-3Sample Locations for Leach Variability Study	115
Figure 10-4Lithium distribution in clay and gangue (SHRIMP analysis)	117
Figure 10-5Smectite and illite fines separation in a pilot crossflow separator	120
Figure 10-6PSD's and partition coefficients of illite and smectite in the hydraulic classifier	121
Figure 10-7Pilot decanter centrifuge results	123
Figure 10-8Large Scale Beneficiation Pilot Plant Process Flow Diagram	125
Figure 10-9Log Washer and Attrition Scrubber	126
Figure 10-10Primary Cyclone, Hydraulic Classifier and Dewatering Screen	126
Figure 10-11Thickener and Decanter Centrifuge	127
Figure 10-12Coarse Gangue Rejection	128
Figure 10-13Campaign #3 Thickener Underflow (50% Smectite / 50% Illite)	129
Figure 10-14Large batch lithium leach extraction, Li ≥ 2,500 ppm, 0.5 acid dose	130
Figure 10-15Actual lithium leach extraction percentage vs model prediction	131
Figure 10-16Continuous v batch lithium leach extraction	132
Figure 10-17Lithium leach kinetics at various temperatures	132
Figure 10-18Lithium leach extractions for 75 µm and 38 µm particle sizes	133
Figure 10-19Local CaCO3 & vendor purchased comparison of pH vs limestone addition	135
Figure 10-20Pilot membrane filter press and resultant filter cake	136
Figure 10-21Wash consumption vs lithium wash recovery tests	137
Figure 10-22Dynamic Thickener Testing at FLSmidth	138
Figure 10-23Calculated Versus Measured Head Grade for Leach Testing	142
Figure 10-24Ore Depth (m) Versus Li Extraction (%)	143
Figure 10-25Mine Plan Year Versus Li Extraction (%)	143
Figure 10-26Comparison of Measured Versus Predicted Extraction	144
Figure 11-1Drilling Utilized for the Resource Estimate	147
Figure 11-2Seven Fault Blocks Zones Used for Grade Estimation for the Thacker Pass Deposit	149
Figure 11-3Lithological Cross-Sectional Views	150
Figure 11-4Histogram of Native Lithium Grade Versus Composited Database Lithium Grade	153
Figure 11-5Mineralized Zone Cross-Sections	154
Figure 11-6Histogram of Composited Database Lithium Grade Versus Cell Declustered Lithium Grade	155
Figure 11-7Block B, C, D, E, F, and G Omnidirectional Variograms in the Sub-Horizontal Plane and Downhole Variogram	157

Page vii

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 11-8Ordinary Kriged Model vs Composited Declustered Database Histogram	161
Figure 11-9Scatter Plot of Lithium from the Block Model Versus the Composited Database	162
Figure 11-10HERCO Plots by Domain	163
Figure 11-11Swath Plot Comparison of Lithium Grades	165
Figure 11-12Histogram Distance to Sample	169
Figure 11-13Histogram Number of Holes	170
Figure 11-14Histogram Number of Samples	171
Figure 11-15Classified Block Model	172
Figure 11-16Cross-Sectional View of Classified Block Model	173
Figure 12-1EIS Pit Shell	178
Figure 13-1Highwall Angles	185
Figure 13-2Kilograms of Lithium Recovered per tonne of ROM Feed at Initial Cut	187
Figure 13-3Initial Cut	189
Figure 13-4Five Year Advance (Including Cross Pit Ramps)	190
Figure 13-510 Year Advance	191
Figure 13-620 Year Advance	192
Figure 13-730 Year Advance	193
Figure 13-840 Year Advance	194
Figure 13-9Basalt and tuff zones near the pit area	201
Figure 14-1Overall Simplified Process Flowsheet	203
Figure 15-1Overall Site General Arrangement	222
Figure 15-2Process Facility General Arrangement (Phase 1 Only)	224
Figure 15-3Site Entrances	225
Figure 15-4Route Junction Satellite View	226
Figure 15-5Thacker Pass Water Supply System	236
Figure 15-6CTFS Conceptual Design	239
Figure 16-1Lithium market balance 2020-2040	241
Figure 17-1Plan of Operations and Exploration Area Permitted Boundaries	244
Figure 18-1Raw Materials Cost (40-Year LOM - Base Case)	283
Figure 18-2Raw Materials Cost (Years 1-25 of 40-Year LOM)	283
Figure 18-3Distribution of mining and tailings management Operational Cost (40-Year LOM - Base Case)	288
Figure 18-4Distribution of mining and tailings management Operational Cost (Years 1-25 of 40-Year LOM Case)	288
Figure 19-1Total Mined, Ore Processed and Lithium Carbonate Production by Year	298
Figure 19-2Total Annual Revenue by Year	299
Figure 19-3Undiscounted Annual Cash Flow	301

Page viii

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 19-4Cumulative Discounted Cash Flow	301
Figure 19-5Sensitivity Analysis of Various Variables, After-Tax NPV, 8% Discount Rate	304
Figure 19-6Sensitivity Analysis of Various Variables, After-Tax IRR, 8% Discount Rate	305
Figure 21-1Limestone Quarry pit outline	313
Figure 21-2Limestone Quarry cross section A-A'	314
Figure 21-3Transload Facility Site General Arrangement	318

Page ix

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

List of Tables

Table 1-1LAC Drill Holes Provided in Current Database for the Thacker Pass Deposit	16
Table 1-2Mineral Resources Estimate as of December 31, 2022	18
Table 1-3Mineral Reserves Estimate as of December 31, 2022	19
Table 1-4Development Capital Cost Estimate Summary	23
Table 1-540-Year LOM Sustaining Capital Estimate Summary (Base Case)	24
Table 1-6First 25 Years of 40-Year LOM Sustaining Capital Estimate Summary	24
Table 1-7Operating Cost Estimate Summary (40-Year LOM - Base Case)	24
Table 1-8Operating Cost Estimate Summary (Years 1-25 of 40-Year LOM Case)	25
Table 1-9Production Scenario (40-Year LOM - Base Case)	25
Table 1-10Production Scenario - (Years 1-25 of 40-Year LOM Case)	26
Table 1-11Economic Evaluation - Lithium Carbonate Plant (40 Year LOM - Base Case)	26
Table 1-12Economic Evaluation - Lithium Carbonate Plant (Years 1-25 of 40-Year LOM Case)	26
Table 2-1List of Qualified Persons, Professional Designations and Site Visit Dates	29
Table 2-2Qualified Person Areas of Responsibility	30
Table 2-3 Abbreviations and Acronyms	34
Table 3-1Thacker Pass Project UM Claims Owned by LAC	42
Table 4-1Annual Precipitation at the Thacker Pass Project Site (in cm)	49
Table 6-1Chemical Analyses of Thacker Pass Smectite and Illite Clay Concentrates	61
Table 7-1Drill Holes Provided in Current Database for the Thacker Pass Deposit	66
Table 7-2Summary of Hydrogeologic Testing and Results	78
Table 7-3Recommended Geometry and Configurations	85
Table 8-1Bulk Density Sampling Program Summary by Lithology	92
Table 8-2Average Density Values	94
Table 9-1Drill Hole Survey Verification	105
Table 10-1Corresponding hole locations, depths and bulk bags collected	111
Table 10-2Bulk bags used for metallurgical testing	113
Table 10-3Samples for Variability Study	116
Table 10-4Summary of materials characterization testing (FLSmidth)	117
Table 10-5Attrition Scrubbing Test by LAC	118
Table 10-6Li and mass distribution of 50/50 clay slurry blend post attrition scrubbing, "intense" vs "mild + intense"	119
Table 10-7Process design criteria for classification, 75µm separation size, 70/30 illite/smectite blend	119
Table 10-8Solid-Liquid Separation test results 50/50 illite/smectite blend	122
Table 10-9Campaign 1 to 3 Material Balance Results	127

Page x

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 10-10Campaign 4 Material Balance Results	128
Table 10-11Lithium leach % extraction of illite and smectite vs sulfuric acid dose	129
Table 10-12Lithium extractions for various acid dose scenarios	130
Table 10-13Lithium leach extractions of various 70/30 illite/smectite blends	131
Table 10-14Limestone purity analysis of local grab samples	134
Table 10-15CaCO3 consumption to achieve pH 3.5 in neutralization slurry	134
Table 10-16Data for neutralization batches using CaCO3 and Mg Precipitation solids	136
Table 10-17SNF Maximum Thickener Underflow Operating Density	137
Table 10-18Variability Study Leach Parameters	142
Table 10-19Specific Gravity Ranges	144
Table 11-1Drill Holes Used in the Grade Estimation Model	146
Table 11-2Native Samples Statistics	151
Table 11-3Block Model Origin	152
Table 11-4Composite Samples Statistics	152
Table 11-5Variogram Summary	156
Table 11-6Average Density Values Used in the Resource Model	161
Table 11-7Mineral Resource Estimate as of December 31, 2022	166
Table 11-8Cutoff Grade Inputs	167
Table 11-9Pit Optimizer Parameters	167
Table 11-10Resource Classification	171
Table 11-11Resource Classification Uncertainty Summary	175
Table 12-1Pit Optimizer Parameters	177
Table 12-2Mineral Reserves Estimate Effective as of December 31, 2022	179
Table 12-3Lithium Losses	182
Table 13-1Pit Geometry	184
Table 13-2Waste Material	195
Table 13-3Mine Quantities Summary (tonnes in millions unless noted)	196
Table 13-45-Year Average Mine Quantities Summary (tonnes in millions unless noted) (Continued)	197
Table 13-5Major Equipment Specifications	198
Table 13-6Support Equipment	198
Table 13-7Scheduled Hours by Fleet	199
Table 13-8Personnel List	199
Table 14-1Process Design Criteria - Beneficiation through Neutralized Tailing	204
Table 14-2Process Design Criteria - Purification Plant	205
Table 14-3Major Process Equipment - Beneficiation/Classification/Filtering	206
Table 14-4Major Process Equipment - Purification Process	207

Page xi

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 14-5Reagent Consumption (40-Year LOM - Base Case)	216
Table 14-6Reagent Consumption (First 25 Years of 40-Year Case)	216
Table 14-7Plant Water Use	217
Table 14-8Steam Use	218
Table 14-9Power Demand by Area (based on Equipment List for DFS Load Study (Rev N, supplied by ITAC)	218
Table 14-10Metallurgical Accounting Sampler Summary, Major Process Inlets/Outlets	220
Table 14-11Process Control Sampler Summary	220
Table 15-1Life of Mine Primary Raw Material Logistics Scheme	227
Table 15-2System Voltages	230
Table 15-3Motor Voltages	230
Table 15-4Electrical Load Breakdown	231
Table 15-5Electrical Load Generation vs. Import	231
Table 15-6Project Power Demands	232
Table 15-7Design and Requirement Volumes for Stockpiles and Facilities (Millions of Cubic Yards)	237
Table 16-1Lithium Price Forecast (Q3 2022)	242
Table 17-1Key Community Engagement Summary	249
Table 17-2Summary of Background Groundwater Profile 1 Exceedances	256
Table 18-1Development Capital Cost Estimate Summary	266
Table 18-2Sustaining Capital Estimate Summary (40-Year LOM - Base Case)	266
Table 18-3First 25 Years of 40-Year LOM Sustaining Capital Estimate Summary	267
Table 18-4Capital Cost Spend Schedule	268
Table 18-5Capital Cost Summary by Phase and Area	269
Table 18-6Work Breakdown Structure and Associated Responsibilities	270
Table 18-7Composite Trade Labor Rates	272
Table 18-8Owner's Cost Summary	275
Table 18-9Summary of Sustaining Capital Costs for Mine, Plant, and Sulfuric Acid Plant	276
Table 18-10CTFS and CGS Expansion Area and Costs	277
Table 18-11Reclamation Costs	278
Table 18-12Lithium Americas Labor Requirements and Average Annual Cost Summary (40-Year Base Case)	280
Table 18-13Raw Material Purchase and Delivered Pricing	281
Table 18-14Raw Material Annual Consumption (40-Year LOM Base Case)	281
Table 18-15Raw Material Annual Consumption (Years 1-25 of 40 Year LOM)	282
Table 18-16Average Annual Power Cost (40 Year LOM - Base Case)	284
Table 18-17Average Annual Power Cost (Years 1 to 25 of 40 Year LOM)	284
Table 18-18Factored Maintenance Annual Allowances	284

Page xii

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 18-19General and Administrative Costs (40 Year LOM - Base Case)	285
Table 18-20General and Administrative Costs (Years 1 to 25 of 40 Year LOM)	285
Table 18-21Mining and Clay Tailings Operating Cost Estimate (40-Year LOM Base Case)	287
Table 18-22Mining and Clay Tailings Operating Cost Estimate (Years 1-25 of 40 Year LOM)	287
Table 18-23Battery Limits for Mining Contractor Operating Cost Estimate	289
Table 18-24Clay and Salt Tailings Battery Limits	289
Table 18-25Mining Estimation Methodology	290
Table 18-26Average Lithium Process Operating Costs (40 Year LOM - Base Case)	290
Table 18-27Average Lithium Process Operating Costs (Years 1-25 of 40 Year LOM)	291
Table 18-28Average Sulfuric Acid Plant Operating Costs (40 Year LOM - Base Case)	291
Table 18-29Average Sulfuric Acid Plant Operating Costs (Years 1-25 of 40 Year LOM)	291
Table 18-30Project Operating Cost Summary (Years 1-40 Life of Mine - Base Case)	292
Table 18-31Project Operating Cost Summary (Years 1-25 of 40 Year LOM)	292
Table 19-1Initial Capital Costs Summary	296
Table 19-2Sustaining Capital Summary	297
Table 19-3Operating Costs Summary (40-Year LOM - Base Case)	297
Table 19-4Operating Costs Summary (Years 1-25 of 40 Year LOM)	297
Table 19-5Average Production Values (40 Year/Base Case)	298
Table 19-6Average Production Values (Years 1-25 of 40-Year LOM)	298
Table 19-7Total Annual Production and Revenue (40 Year LOM - Base Case)	299
Table 19-8Total Annual Production and Revenue (Years 1-25 of 40 Year LOM)	299
Table 19-9After-Tax Financial Model Results (40 Year LOM - Base Case)	302
Table 19-10After-Tax Financial Model Results (Years 1-25 of 40 Year LOM)	302
Table 19-11Financial Model	303
Table 19-12After-Tax NPV at 8% ($ Millions) and IRR	305
Table 19-13NPV for Various Discount Rates (40-Year LOM)	306
Table 21-1Overview Schedule	310
Table 21-2Delivered Limestone tonnes (LS)	311
Table 21-3Delivered and ROM tonnes	312
Table 21-4Pit shell material quantities and quality	314
Table 21-5Limestone Delivery Cost per tonne	315

Page xiii

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

1Executive Summary

1.1Introduction

Lithium Nevada Corp. (LNC), a wholly owned subsidiary of Lithium Americas Corp. (LAC), is advancing the Thacker Pass Project (hereafter referred to as "the Project"), which was formerly known as the Lithium Nevada Project or Stage I of the Kings Valley Lithium Project. The Project is 100% owned by LNC.  The terms "LNC" and "LAC" are used throughout the report to denote the owner of the Project.

The Project encompasses the mineral claims that were formerly referred to as the Stage I area of the Kings Valley Lithium Project and includes lithium (Li) claystone mining at the Thacker Pass Deposit. This Technical Report Summary (TRS) presents the results of a Preliminary Feasibility Study evaluation of the Project.

M3 Engineering & Technology Corporation (M3) was commissioned by LAC to prepare this TRS. In preparing this Report, M3 has relied upon input from LAC and information prepared by a number of qualified independent consulting groups particularly regarding regional geology, geological mapping, exploration, and resource estimation. See Section 2 for a full discussion of contributors to this study.

The economic analysis is based on Q3 2022 pricing for capital and operating costs.

1.2Property Location, Description and Ownership

The Project is located in Humboldt County in northern Nevada, approximately 100 kilometers (km) north-northwest of Winnemucca, approximately 33 km west-northwest of Orovada, Nevada, and 33 km due south of the Oregon border. It is situated within 44 North (T44N), Range 34 East (R34E), and within portions of Sections 1 and 12; T44N, R35E within portions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17; and T44N, R36E, within portions of Sections 7, 8, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 29, and encompasses approximately 4,236 hectares (ha).

Section 5 of this TRS further describes the history of the Project, and Section 1.1 also describes ownership in brief.

1.3Geology

The Project is located within an extinct 40x30 km supervolcano named McDermitt Caldera, which was formed approximately 16.3 million years ago (Ma) as part of a hotspot currently underneath the Yellowstone Plateau. Following an initial eruption and concurrent collapse of the McDermitt Caldera, a large lake formed in the caldera basin. This lake water was extremely enriched in lithium and resulted in the accumulation of lithium-rich clays.

Late volcanic activity uplifted the caldera, draining the lake and bringing the lithium-rich moat sediments to the surface resulting in the near-surface lithium deposit which is the subject of the Project.

The Thacker Pass Deposit sits sub-horizontally beneath a thin alluvial cover and is partially exposed at the surface. The sedimentary section consists of alternating layers of claystone and volcanic ash. Basaltic lavas occur intermittently within the sedimentary sequence. The moat sedimentary section at the Project site overlies the indurated intra-caldera Tuff of Long Ridge. A zone of silicified sedimentary rock, the Hot Pond Zone (HPZ), occurs at the base of the sedimentary section above the Tuff of Long Ridge.

Clay in the Thacker Pass Deposit includes two distinct types of clay mineral, smectite and illite. Smectite clay occurs at relatively shallow depths in the deposit and contain roughly 2,000 - 4,000 parts per million (ppm) lithium. Higher lithium contents (commonly 4,000 ppm lithium or greater) are typical for illite clay which occurs at relatively moderate to deep depths and contain values approaching 9,000 ppm lithium in terms of whole-rock assay. 

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

1.4Deposit Types

Lithium enrichment (>1,000 ppm) in the Thacker Pass Deposit and deposits of the Montana Mountains occur throughout the caldera lake sedimentary sequence above the intra-caldera Tuff of Long Ridge. The exact cause for the lithium enrichment in the caldera lake sediments is still up for debate. The presence of sedimentary carbonate minerals and magnesium-smectite (hectorite) throughout the lake indicates that the clays formed in a basic, alkaline, closed hydrologic system.

It is likely that two primary mechanisms play a role in the genesis of the deposit: (1) neoformation of smectite in a closed lake, rich in lithium due to the leaching of nearby and underlying volcanic glass (Benson et al., 2017b); and (2) alteration of a portion of the smectite-bearing clays to illite during intracaldera hydrothermal alteration associated with the uplift of the Montana Mountains.

Caldera lake sediments of the McDermitt Caldera contain elevated lithium concentrations compared to other sedimentary basins. Exploration results support the proposed model and have advanced the understanding of the geology of the Thacker Pass Deposit.

1.5Exploration

Exploration programs have been carried out in the McDermitt Caldera since 1975, including the drilling campaigns identified in Section 1.6. A collar survey was completed by LAC for the 2007-2008 drilling program using a Trimble GPS (Global Positioning System). The topographic surface of the Project area was mapped by aerial photography dated July 6, 2010, by MXS, Inc. for LAC using Trimble equipment for ground control. In addition to drilling in 2017, LAC conducted five seismic survey lines along a series of historical drill holes to test the survey method's accuracy and resolution in identifying clay interfaces.

1.6Drilling

The Thacker Pass Deposit area has been explored for minerals since the 1970s by different companies and drilling campaigns. Table 1-1 categorizes the different drilling campaigns, number of holes drilled, and type of drilling utilized. Drilling methods were compared to test for sample bias, using core drilling as the standard. Rotary, sonic, and reverse circulation drilling all showed slight sample biases when compared to core drilling. Only HQ core holes were used for resource modeling to minimize the chance of sample bias. The drilling techniques, core recovery, and sample collection procedures provided results that are suitable for use in resource estimation. There are no drilling, sample, or recovery factors that materially impact the accuracy and reliability of results. The data is adequate for use in resource estimation.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 1-1LAC Drill Holes Provided in Current Database for the Thacker Pass Deposit

Drilling Campaign	Number Drilled	Type	Hole IDs in Database	Number used in Geological Model
Chevron	24	Rotary	PC-84-001 through PC-84-012, PC-84-015 through PC-84-026	0
	1	Core	PC-84-014c	0
LAC 2007-2010	230	HQ Core	WLC-001 through WLC-037, WLC-040 through WLC-232	227
	7	PQ Core	WPQ-001 through WPQ-007	0
	5	HQ Core	Li-001 through Li-005	0
	8	RC	TP-001 through TP-008	0
	2	Sonic	WSH-001 through WSH-002	0
LAC 2017-2018	144	HQ Core	LNC-001 through LNC-144	139

Notes: Holes WLC-040, WLC-076, WLC-183, LNC-002, LNC-012, LNC-081, LNC-083, and LNC-110 were not used in the Resource Estimate due to proximity to other core holes.

1.7Sample Preparation, Analyses and Security

The drilled core was securely placed in core boxes and labelled at site. The boxes of drilled core were then transported to the secure LAC logging and sampling facility in Orovada, Nevada, where they were lithologically logged, photographed, cut, and sampled by LAC employees and contractors. The samples were either picked up by ALS Global (ALS) by truck or delivered to ALS in Reno, Nevada by LAC employees.

Once at ALS, the samples were dried at a maximum temperature of 60ºC. The entire sample was then crushed with a jaw crusher to 90% passing a 10-mesh screen. LAC used ALS Global's standard ME-MS61 analytical package for all of the samples collected which provides analytical results for 48 elements, including lithium. Certified analytical results were reported on the ICP-MS determinations.

Blank samples were used to check for cross-contamination between samples at the lab. Standard samples consisting of a high grade and a low-grade lithium-bearing claystone from the Project area were used to test the accuracy and precision of the analytical methods used at the lab. Duplicate samples are used to check the precision of the analytical methods of the lab and were taken every 30.5 m of core (i.e., they were collected downhole every 100 feet (ft)).

1.8Data Verification

1.8.1Mineral Resources

Certified laboratory certificates of assays were provided in pdf (Adobe Acrobat Portable Document Format) as well as comma separated value (csv) formatted files for verification of the sample assays database. Sample names, certificate identifications, and run identifications were cross referenced with the laboratory certificates and sample assay datasheet for spot checking and verification of data. No data anomalies were discovered during this check.

Quality Assurance / Quality Control (QA/QC) methodology utilized by LAC and results of these checks were discussed between LAC geologists and the QP.

Geologic logs, Access databases, and Excel spreadsheets were provided to the QP for cross validation with the Excel lithological description file. Spot checks between Excel lithological description sheets were performed against the source data with no inconsistencies found with the geologic unit descriptions.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Independent verification of lithium grades was performed on two twinned auger holes from the 2022 bulk auger drill program.  The lithium grades from these samples were all within the range of core assays used in the resource model. 

Verification of the block model was performed by the creation of a geostatistical model and the review of its various outputs. Histograms, HERCO grade tonnage curves, and swath plots were created and analyzed to validate the accuracy of the block model.

Based on the various reviews, validation exercises and remedies outlined above, the QP concluded that the data is adequate for use for resource estimation.

1.8.2Mineral Reserves

The Mineral Reserves QP reviewed the following as part of the mine planning, cost model and Mineral Reserves data verification.

• Geotechnical: slope stability study completed by BARR Engineering in 2019 was reviewed.
• Mining Method: open-pit mining with limited blasting has been reviewed and assessed with geotechnical reports.
• Pit Optimization: the pit limits were established based on the Environmental Impact Statement (EIS) pit extents and physical features. The final pit shell was verified to provide a positive economic value.
• Mine Design: ramp, bench and face angle parameters were validated by geotechnical reports.
• Production Schedule: the production schedule was validated based on reasonability.
• Labor and Equipment: estimations for equipment sizes, capacity, availability and utilization were reviewed for reasonability.
• Economic Model: model was reviewed and demonstrated economic viability for the Project.
• Facilities and Materials: facilities and materials located within the reserve pit boundary will be re-located when access to those areas is required during mining.

1.9Metallurgical Testing

Extensive metallurgical and process development testing has been performed both internally at LAC's Process Testing Center (PTC) and externally with vendors and contract commercial research organizations. Data collected from test programs has been used for flowsheet development, various equipment selection, definition of operating parameters and development of process design criteria. The most relevant metallurgical test data are discussed in Section 13.

The ore samples used for all metallurgical testing were collected from the proposed pit at the Thacker Pass Deposit. The samples spatially represent the ore body, with material collected from both undisturbed upper smectite horizons and uplifted faulted blocks that represent deeper illite horizons.

Conclusions of test work from the key areas are listed below:

• Attrition Scrubbing: test work has demonstrated that attrition scrubbing is effective to liberate lithium containing clays from coarse gangue material. A two-stage scrubbing circuit is used for the process design.
• Classification: conventional hydrocyclones followed by hydraulic classifiers are used to separate clay from gangue mineralization. Coarse gangue mass is estimated to align with estimated pit ash content (approximately 34% of total mass). Based on bench tests and pilot scale testing, approximately 92% of lithium contained in Run-of-Mine (ROM) is projected to be recovered to the lithium bearing clay slurry at a separation size of approximately 75 µm.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

• Solid-Liquid Separation (Thickening and Dewatering): clay slurry will be dewatered in two stages, a high-rate thickener to achieve 20% to 25% solids by mass followed by decanter centrifuges to generate a discharge slurry of approximately 55% solids by mass.
• Leaching: an acid dose of 490 kilograms (kg) sulfuric acid per tonne leach feed solids provided the maximum amount of lithium extracted from smectite and illite clay types. The metallurgical test data supports a lithium leach extraction ranging from 85 to 87%.
• Neutralization: ground limestone and recycled solids from the magnesium precipitation circuit have proven effective to neutralize any residual acid in the leached slurry. Limestone reagent efficiency from nearby sources has been confirmed.
• Neutralized Slurry Filtration: solid/liquid separation of neutralized slurry is achieved in a seven-stage counter current decantation (CCD) coupled with plate and frame filter press circuit. The filter cake is not washed. The filtrate recovered is directed back to the CCD circuit to wash the leached residue. The solubilized lithium removal efficiency in the seven stage CCD and filtration circuit is calculated to be approximately 99%.
• Magnesium and Calcium Removal: tests have demonstrated that on average 79% of magnesium in neutralized brine can be removed via crystallization, and the remainder is treated by addition of milk-of-lime in the magnesium precipitation circuit, reducing the magnesium content to 5 ppm. Calcium is then removed by precipitation with sodium carbonate, and a final ion exchange (IX) step is used to polish the brine and bring divalent ions and boron concentrations down to trace levels.
• Lithium Carbonate Production: a three-stage circuit for lithium carbonate (Li₂CO₃) production is necessary to achieve battery quality product. Crystals produced had little to no agglomerates present.
• Zero Liquid Discharge (ZLD) crystallization: it has been demonstrated that sodium and potassium are removed as sulfate salts in a ZLD crystallization system without crystallization of lithium sulfate.

Refinement and further optimization to the process continue to be made as required.

1.10Mineral Resources and Reserves

1.10.1Mineral Resources

The Mineral Resources estimate for the Thacker Pass Deposit is summarized in Table 1-2 and are in-situ and exclusive of Mineral Reserves. Mineral Resources have been classified per the S-K 1300 Definition Standards and estimated. This resource estimate uses a cutoff grade of 1,047 ppm lithium.

Table 1-2Mineral Resources Estimate as of December 31, 2022

Category	Tonnage (Mt)	Average Li (ppm)	Lithium Carbonate Equivalent (Mt)	Metallurgical Recovery (%)
Measured	325.2	1,990	3.4	73.5
Indicated	895.2	1,820	8.7	73.5
Measured & Indicated	1,220.4	1,860	12.1	73.5
Inferred	297.2	1,870	3.0	73.5

Notes:

1.Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability, and there is no certainty that all or any part of such Mineral Resources will be converted into Mineral Reserves.

2.Mineral Resources are in-situ and exclusive of 217.3 million metric tonnes (Mt) of Mineral Reserves

3.Mineral Resources are reported using an economic break-even formula: "Operating Cost per Resource Tonne"/"Price per Recovered Tonne Lithium" * 10^6 = ppm Li Cutoff. "Operating Cost per Resource Tonne" = US$88.50, "Price per Recovered Tonne Lithium" is estimated: ("Lithium Carbonate Equivalent (LCE) Price" * 5.323 *(1 - "Royalties") * "Recovery". Variables are "LCE Price" = US$22,000/tonne Li₂CO₃, "Royalties" = 1.75% and "Metallurgical Recovery" = 73.5%.

4.Resources presented at a cutoff grade of 1,047 ppm Li.

5.A resource economical pit shell has been derived from performing a pit optimization estimation using Vulcan software.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

6.The conversion factor for lithium to LCE is 5.323.

7.Applied density for the mineralization is 1.79 t/m³ (Section 8.4)

8.Measured Mineral Resources are in blocks estimated using at least six drill holes and eighteen samples within a 262 m search radius in the horizontal plane and 5 m in the vertical direction; Indicated Mineral Resources are in blocks estimated using at least two drill holes and six to eighteen samples within a 483 m search radius in the horizontal plane and 5 m in the vertical direction; and Inferred Mineral Resources are blocks estimated with at least two drill holes and three to six samples within a search radius of 722 m in the horizontal plane and 5 m in the vertical plane.

9.Tonnages and grades have been rounded to accuracy levels deemed appropriate by the QP.  Summation errors due to rounding may exist.

1.10.2Mineral Reserves

The Mineral Reserves estimate for the Thacker Pass Deposit are based on an approved permitted pit shell developed in 2019 for the EIS. The Mineral Reserves are a modified subset of the Measured and Indicated Mineral Resources. A cutoff grade variable of kg of lithium extracted per run-of-mine (ROM) tonne was used to develop the Mineral Reserves for a 40-year mine plan producing a total life of mine (LOM) plant leach ore feed of 154.2 million dry tonnes. The leach ore feed is the ROM ore dry less the ash dry tonnes.  The cutoff grade variable, kilograms of lithium extracted per tonne of ROM feed, is estimated using formulas and variables developed by LAC and is applied to each individual block of the geologic block model. The cutoff grade estimation is 1.533 kg of lithium recovered per tonne of ROM feed.

Overall reserve ore and waste tonnages are modeled using Maptek's geologic software package.

Waste consists of various types of material, including basalt, volcanic ash, alluvium and clay that does not meet the ore definition or the cutoff grade described above.

The classified Mineral Reserves are summarized in Table 1-3 for the 40-year permitted pit. This estimate uses a maximum ash percent cutoff of 85% and a cutoff grade of 1.533 kg of lithium extracted per tonne of ROM feed. Additionally, a 95% mining recovery factor is applied. A dilution percentage was not applied.

Table 1-3Mineral Reserves Estimate as of December 31, 2022

Category	Tonnage (Mt)	Average Li (ppm)	Lithium Carbonate Equivalent Mined (Mt)
Proven	192.9	3,180	3.3
Probable	24.4	3,010	0.4
Proven and Probable	217.3	3,160	3.7

Note:

1.Mineral Reserves have been converted from measured and indicated Mineral Resources within the pre-feasibility study and have demonstrated economic viability.

2.Reserves presented at an 85% maximum ash content and a cut-off grade of 1.533 kg of lithium extracted per tonne run of mine feed. A sales price of $5,400 US$/t of Li₂CO₃ was utilized in the pit optimization resulting in the generation of the reserve pit shell in 2019. Overall slope of 27 degrees was applied. For bedrock material pit slope was set at 47 degrees. Mining and processing cost of $57.80 per tonne of ROM feed, a processing recovery factor of 84%, and royalty cost of 1.75% were additional inputs into the pit optimization. 

3.A LOM plan was developed based on equipment selection, equipment rates, labor rates, and plant feed and reagent parameters. All Mineral Reserves are within the LOM plan. The LOM plan is the basis for the economic assessment within the Technical Report, which is used to show economic viability of the Mineral Reserves.

4.Applied density for the ore is 1.79 t/m³ (Section 8.4).

5.Lithium Carbonate Equivalent is based on in-situ LCE tonnes with 95% recovery factor.

6.Tonnages and grades have been rounded to accuracy levels deemed appropriate by the QP.  Summation errors due to rounding may exist.

7.The reference point at which the Mineral Reserves are defined is at the point where the ore is delivered to the run-of-mine feeder. 

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

1.11Mine Methods

The mining method chosen will use hydraulic excavators loading a fleet of end dump trucks. The fleet will be used for all material excavation and haulage. The material hauled includes ore, waste, and attrition scrubber reject waste. The attrition scrubber waste is oversized material removed after the ore is mixed with water.

Mining and material handling will be contracted through Sawtooth, a subsidiary of North American Coal Corporation (NAC). A mine plan has been developed to maximize recovered lithium carbonate over the life of mine.

The mine design and mine plan are based on the approved EIS permit pit shell. The truck and excavation fleet will develop several offset benches to maintain a geotechnically stable highwall slope. The bench heights are designed to enable the mine to have multiple grades of ore exposed at any given time, allowing flexibility to deliver different types and grades of ore to be blended as needed and to maintain an illite to smectite ratio feed rate in the 30:70 to 70:30 range.

The annual production rate is based on varying ore feed rates determined by the availability of sulfuric acid for the leaching process. Phase 1 (years 1-3) has an annual ore leach feed rate of 1.7 million dry tonnes and Phase 2 (years 4 to 40) has an annual leach ore feed rate of 4.0 million dry tonnes. The following is a summary of the Life-of-Mine production:

• 585 million total tonnes mined which includes the following:
  • 233 million wet tonnes of recovered ore (95% ore recovery assumed)
  • 352 million wet tonnes of total waste
    • 327.6 million wet tonnes of in situ waste (basalt, alluvium, waste)
    • 12.3 million wet tonnes of ore loss
    • 11.9 million wet tonnes of rehandle
  • Strip ratio 1.51:1 (total waste: recovered ore) on a wet tonnage basis

• 245 million wet tonnes of in situ ore
  • Strip ratio 1.34:1 (in situ waste: in situ ore) on a wet tonnage basis
• Pre-production period of three years
• Years 1-40 mining approximately 3.7 million tonnes (Mt) of lithium carbonate (2.7 Mt of lithium carbonate recovered by the process plant)

In the first five years, the mine waste will primarily be hauled to the out-of-pit waste storage area. After five years, the mine waste will primarily be dumped back into the empty pit. Mine waste will also be used for construction fill material. Ore will be hauled to a run-of-mine stockpile located to the south of the pit. The attrition scrubber reject material will be hauled to the out-of-pit waste stockpile or back into the empty pit.

1.12Recovery Methods

The current flow sheet, material balance, and process design criteria (PDC) for the Project have been developed from metallurgical test work and a steady-state process model built in Aspen® Plus software. Design criteria, major equipment, reagent and utility consumptions, and overall recovery estimates used for lithium carbonate production forecasts provide the basis for the Project economic model. The process flow sheet consists of five key areas: beneficiation, leaching and neutralization, CCD and filtration circuit, magnesium and calcium removal (i.e., purification) and lithium carbonate production. In beneficiation, the lithium concentration of ore is on average, upgraded from approximately 3,153 ppm to approximately 4,438 ppm. Lithium is then leached from process slurry by sulfuric acid (H₂SO₄), with an average leach extraction of approximately 86.2% over the life-of-mine.

Major waste products include coarse gangue from beneficiation, neutralized leach residue filter cake, magnesium sulfate salts, and sodium/potassium sulfate salts. The filter cake and salts will be conveyed to a clay tailings filter stack facility which will be progressively reclaimed during the life of the Project. On average, nearly 19,000 tonnes per day (t/d) of cake and salts will be generated. Coarse gangue is generated at an average rate of 4,400 t/d.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

There are five major areas contributing to lithium losses in the process plant:

• Beneficiation: lithium associated with rejected coarse gangue mineralization, loss is estimated at 8%
• Leach: lithium not leached from the ore; loss is estimated at 10 to 15%
• CCD and filtration: lithium lost in entrained moisture within the filter cake, lithium loss is approximately 0.5-1.5%
• Magnesium sulfate (MgSO₄) and sodium and potassium sulfate salts: lithium is lost in residual mother liquor remaining on the crystals. Based on test data and typical separation and wash efficiencies, the loss estimates
  • for the magnesium crystallization circuit is 0.25-1.5% and
  • for the ZLD crystallization circuit 1-4%

Recovery of lithium during operations will fluctuate with varying ore mineralization and ore chemistry.

1.13Infrastructure

The mining and Processing Plant operations are located within the McDermitt Caldera in northwest Nevada. Raw water is sourced via aquifer-fed wells seven miles east of the processing plant. The layout contemplates a total of two new entrances and utilizing one existing entrance from SR-293 onto the Project site. See the overall site general arrangement in Figure 1-1. The Project is planned to be constructed in two phases. To support lithium carbonate production as discussed in Section 17, Phase 1 will consist of a single sulfuric acid plant with a nominal production rate of 3,000 tonnes per day sulfuric acid. Phase 2 will begin three years later with the addition of a second sulfuric acid plant with an additional nominal production rate of 3,000 t/d.

Figure 1-1Overall Site General Arrangement

Source: M3, 2022

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

1.13.1Raw Materials

Raw materials for the Project are to be delivered to the site by over highway trucks during Phase 1 and Phase 2. Approximately 108 trucks per day will make raw material deliveries to the site. A local rail-to-truck transloading facility located in Winnemucca will allow for transfer of most raw materials for delivery to the Project site.

1.13.2Sulfuric Acid Plant

Phase 1 and Phase 2 will each have a single sulfuric acid plant capable of producing a nominal 3,000 t/d (100 weight % H₂SO₄ basis) of sulfuric acid by the double contact, double absorption process. Liquid sulfur is delivered to site by truck and is unloaded into storage tanks. The sulfuric acid generated is stored and then used in the process plant. The acid plant will also generate power. Additional power will be purchased and delivered to site.

1.13.3Clay Tailings Filter Stack (CTFS)

At full plant production, up to approximately 20,300 dry t/d of clay tailings and salts will be generated over a 40-year period, resulting in a total quantity of 272 million dry tonnes (328 million cubic yards or 250.7 million cubic meters (Mm³)) requiring secure disposal. The Clay Tailings Filter Stack (CTFS) is designed for a total quantity of 290.5 million dry tonnes (a volume of 350.4 million cubic yards or 267.9 Mm³) and can be expanded as needed to store material needing containment.

1.13.4Power

Demand loads for Phase 1 and Phase 2 are 75.4 megawatts (MW) and 66.4 MW respectively, for a combined total of 141.8 MW demand during Phase 2. Power will be generated at the sulfuric acid plant from the steam generated from excess heat along with a maximum anticipated import load of 51.9 MW (455 gigawatt hours per year (GWh/year)). Thacker Pass is located in the service territory of Harney Electric Cooperative (HEC). A 115 kilovolt (kV) line passes through the site. Since the Nevada power market is regulated, LAC will purchase all imported power from HEC. HEC infrastructure to support this import load will need to be improved. HEC has a full requirements long-term contract to purchase 100% power from Bonneville Power Administration (BPA) through NV Energy. BPA has power available to sell, but constraints on existing transmission infrastructure to deliver the power to the HEC system are still being studied by NV Energy.

1.13.5Water

Phase 1 and Phase 2 water demand is approximately 3.5 Mm³ (2,850 acre-ft) per year and 7.0 Mm³ (5,700 acre-ft) per year respectively. Water will be supplied from an existing well in the Quinn River Valley. Lithium Americas has a leasing agreement for Phase 1 water rights and is awaiting a hearing decision from the Nevada Division of Water Resources (NDWR) to transfer water rights to the water well location in 2023. Phase 2 water rights have been partially secured and plans to pursue other opportunities to acquire the remainder of the water requirements.

1.14Market Studies and Contracts

Lithium demand displayed significant growth in 2021 and 2022 due to strong consumer demand for electric vehicles, with lithium carbonate pricing outpacing lithium hydroxide on the spot market. Contract pricing is expected to continue to significantly increase for battery-grade lithium chemicals with market demand balancing between lithium hydroxide and lithium carbonate towards the end of the decade. Near-term and mid-term pricing is expected to rise as demand outpaces supply with not enough lithium chemical production to ease market tightness. Long-term pricing for lithium chemicals is expected to be supported by unprecedented market demand combined with lack of supply as pressure from customers to incorporate carbon-neutral and sustainable technologies. These market conditions incentivize and support CAPEX-intensive greenfield projects.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

The pricing forecast for lithium carbonate is based on the Wood Mackenzie third quarter 2022 lithium price outlook. Lithium carbonate pricing is set at $24,000 US$/t for each year for the financial model and the Resource Estimate was based on $22,000 US$/t lithium pricing.

1.15Capital and Operating Costs

The capital cost estimate for the Project has been prepared by M3, Industrial TurnAround Corporation (ITAC), LNC, and third-party contractors in accordance with the scope of the Project. The capital cost estimate covers post-sanction early works, mine development, mining, the process plant, the transload facility, commissioning and all associated infrastructure required to allow for successful construction and operations. Development capital costs are as shown in Table 1-4.

Table 1-4Development Capital Cost Estimate Summary

Description	Ph1 Costs (US$ M)	Ph2 Costs (US$ M)	Responsible
Mine
Equipment Capital (Contract Mining)	0	0.0	Sawtooth
Mine Development	51.1	26.3	Sawtooth
Contingency (13.1%)	6.7	3.4	Sawtooth
Total Mine	57.8	29.7
Process Plant and Infrastructure
Costs (Direct & Indirect)	1,735.4	1,398.5	M3/ITAC/EXP
Contingency	227.3	183.2	EDG
Total Process Plant & Infrastructure	1,962.7	1,581.7
Offsite - Transload Facility
Costs (Direct & Indirect)	69.0	27.1	Owner/Savage
Contingency	9.0	3.5	Owner/EDG
Total Offsite Transload facility	78.1	30.6
Owner's Costs
Costs	149.8	75.6	Owner
Contingency	19.6	9.9	Owner/EDG
Total Owner's Costs	169.4	85.5
TOTAL DEVELOPMENT CAPITAL	2,268.0	1,727.5

Table 1-5 shows life of mine sustaining capital costs for the base case. Table 1-6 shows sustaining capital for the first 25 years of the 40-year life of mine.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 1-540-Year LOM Sustaining Capital Estimate Summary (Base Case)

Description	*LOM Costs (US$ M)	Responsible
Mine
Equipment Capital	264.3	Sawtooth/M3
Mobile Equipment
Equipment Capital	26.6	Owner
Process Plant and Infrastructure
Process Plant	822.9	Owner
Sulfuric Acid Plant	244.2	EXP
CTFS and CGS	149.0	Owner
Offsite Transload Facility
Transload Facility	3.4	Owner
TOTAL SUSTAINING CAPITAL	$1,510.2
Contract Mining Capital Repayment	$48.8	Sawtooth/M3

* Phase 2 capital costs are not included in sustaining costs

Table 1-6First 25 Years of 40-Year LOM Sustaining Capital Estimate Summary

Description	*LOM Costs (US$ M)	Responsible
Mine
Equipment Capital	180.0	Sawtooth/M3
Mobile Equipment
Equipment Capital	15.2	Owner
Process Plant and Infrastructure
Process Plant	230.7	Owner
Sulfuric Acid Plant	104.8	EXP
CTFS and CGS	95.6	Owner
Offsite Transload Facility
Transload Facility	2.1	Owner
TOTAL SUSTAINING CAPITAL	$628.4
Contract Mining Capital Repayment	$48.8	Sawtooth/M3

* Phase 2 capital costs are not included in sustaining costs

Operating costs were developed by Sawtooth Mining, LAC, and M3. Annual operating costs are summarized by operating area: Mine, Lithium Process Plant, Sulfuric Acid Plant, and General & Administrative (G&A). Operating costs in each area include labor, maintenance materials and supplies, raw materials, outside services, among others. Average operating costs at $7,198/tonne of lithium carbonate produced, or $480.7 million per annum for all 40 years (or $6,743/tonne and $471.4 million the first 25 years). The process operating costs are based on Q1-Q4 2022 pricing. See Table 1-7 and Table 1-8.

Table 1-7Operating Cost Estimate Summary (40-Year LOM - Base Case)

Area	Annual Average ($-M)	$/tonne Product	Percent of Total
Mine	76.4	1,144	16%
Lithium Process Plant	214.6	3,213	45%
Liquid Sulfuric Acid Plant	175.4	2,627	36%
General & Administrative	14.3	215	3%
Total	$480.7	7,198	100%

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 1-8Operating Cost Estimate Summary (Years 1-25 of 40-Year LOM Case)

Area	Annual Average ($-M)	$/tonne Product	Percent of Total
Mine	71.7	1,026	15%
Lithium Process Plant	215.9	3,088	46%
Liquid Sulfuric Acid Plant	169.4	2,424	36%
General & Administrative	14.3	205	3%
Total	$471.4	6,743	100%

1.16Financial Model

An economic analysis was carried out using a discounted cash flow (DCF) model, which was prepared by LAC with input from M3, ITAC, and EXP U.S. Services Inc. (EXP). The final financial model used to generate numbers in this report was audited and managed by M3, with reliance on third party experts for individual components. Annual cash flow projections were estimated for forty years based on the life of mine plan, estimates of capital expenditures, production costs, taxes, royalties, and sales from lithium carbonate production. The only revenue stream is sales of lithium carbonate.

Any investments in the Project to date are not amortized in the model.

Production profiles outlined in this TRS are limited to the Company's Proven and Probable Mineral Reserves. The production and financial outcomes from these reserves are summarized in Table 1-9 to Table 1-12. A sensitivity analysis has shown the Project is more sensitive to the lithium price than it is to either CAPEX or OPEX.

Table 1-9Production Scenario (40-Year LOM - Base Case)

Category	Units	Value
Operational Life	years	40
Mine and Process Plant Operational Life	years	40
Ore Reserve Life	years	40
Average Annual EBITDA	$-M / yr	1,093.5
After-tax Net Present Value (NPV) @ 8% Discount Rate	$-M	5,726.9
After-tax Internal Rate of Return (IRR)	%	21.4%
Payback (undiscounted)	years	5.4
Note: Includes capital investments in years up to production.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 1-10Production Scenario - (Years 1-25 of 40-Year LOM Case)

Category	Units	Value
Operational Life	years	25
Mine and Process Plant Operational Life	years	25
Ore Reserve Life	years	40
Average Annual EBITDA	$-M / yr	1,176.2
After-tax NPV @ 8% Discount Rate	$-M	4,950.1
After-tax IRR	%	21.2%
Payback (undiscounted)	years	5.4

Table 1-11Economic Evaluation - Lithium Carbonate Plant (40 Year LOM - Base Case)

Category	Units	Value
Operational Life	years	40
Annual Lithium Carbonate Production	k-tonnes	66.8
Metallurgical Recovery	%	73.2%
Ore Reserves Production Scenario	years	40
Annual LCE Mined	k-tonnes	91.3

Table 1-12Economic Evaluation - Lithium Carbonate Plant (Years 1-25 of 40-Year LOM Case)

Category	Units	Value
Operational Life	years	25
Annual Lithium Carbonate Production	k-tonnes	69.9
Metallurgical Recovery	%	73.3%
Ore Reserves Production Scenario	years	25
Annual LCE Mined	k-tonnes	95.4

1.17Conclusions and Recommendations

1.17.1Conclusions

Based upon analysis, interpretation and results of exploration, engineering, and environmental permitting carried out for the Project the following conclusions have been made:

• Mineral Resource Estimate: The mineralization is at surface and made up of a claystone and ash mix that can be free dug with minimal blasting while using conventional mining equipment.  The mineral resource is estimated to be 325.2 Mt of Measured Resource averaging 1,990 ppm lithium for 3.4 Mt of lithium carbonate equivalent, 895.2 Mt of Indicated Resource averaging 1,820 ppm Li for 8.7 Mt of lithium carbonate equivalent and 297.2 Mt of Inferred Resource averaging 1,870 ppm Li for 3.0 Mt lithium carbonate equivalent.  A cutoff grade of 1,047 ppm Li and an open pit shell were used to constrain the resource estimate based on break even economics.

• Mineral Reserve Estimate: The Mineral Reserve estimate was estimated from a 40-year pit designed to satisfy ore delivery requirements. The overall average lithium content mined is 3,160 ppm from 3,180 ppm Li Proven and 3,010 ppm Li Probable. Total ore is 217.3 Mt, of which 192.9 Mt are Proven reserves and 24.4 Mt are Probable. As a result, the total Proven and Probable Reserves of lithium carbonate equivalent is 3.7 Mt from 3.3 Mt lithium carbonate equivalent Proven and 0.4 Mt of lithium carbonate equivalent Probable.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

• Environmental Permits: There are no identified issues that would prevent LAC from achieving all permits and authorizations required to commence construction and operation of the Project based on the data that has been collected to date. The BLM has approved the Plan of Operations and issued its ROD. In Q1 2022, NDEP issued the two final environmental permits required for construction. The Water Pollution Control Permit (WPCP) was issued by Nevada Division of Environmental Protection-Bureau of Mining, Regulation and Reclamation (NDEP-BMRR). LAC and NDEP discussed an initial WPCP where operations would not take place below the 4,840 feet above mean sea level elevation, which is fifteen (15) feet above the pre-mining regional water table until further evaluations are completed that show that mining below the water table will not degrade the waters of the state. The Class II Air Quality Operating Permit was issued by NDEP-BAPC.

• Metallurgical Processes: Metallurgical processes have been engineered from pilot testing, bench scale testing, and modeling to produce lithium carbonate using conventional unit operations arranged in a novel flowsheet. Phase 1 production capacity is designed for a nominal 40,000 t/y and an additional 40,000 t/y for Phase 2, for a combined designed nominal capacity rate of 80,000 t/y of lithium carbonate.

• Water and Power: Water required for construction and production during Phase 1 is secured, in the amount of 3.5 Mm³ (2,850 acre-ft) per year. Power demand for Phase 1 and Phase 2 is engineered and the required import load of 52 MW is identified. Power is assumed to be imported from local utilities with infrastructure upgrades required before Phase 1 production begins.

• Capital Requirements: Capital costs are based on Q1-Q3 2022 pricing. CAPEX spending for Phase 1 will begin three years before production begins and will include one acid plant, the necessary civil works and infrastructure to support Phase 1 production rates. Phase 2 capital spending will begin in year 4 through 7 and will add a second acid plant and duplicate the necessary processing facility equipment. Phase 1 will require $2,268 million in capital and Phase 2 will require $1,728 million for a combined capital total of $3,996 million. Sustaining capital and mine capital repayment over a 25-year mine life totals $628 million. Sustaining capital and mine capital repayment costs over 40 years total $1,510 million.

• Operating Costs: Cost inputs into the model are from Q1-Q4 2022. Any investments in the Project to date are not amortized in the model. The average unit operating cost per tonne of lithium carbonate mined and produced is expected to be $7,198 for the 40-year LOM (base case) and $6,743 for the 25-year case.

• Economic Results: Based on Q1-Q4 2022 capital and operating cost pricing, the economic analysis of the Project includes:

  • Production of 2.7 Mt of sellable lithium carbonate over a 40-year period.
  • Initial capital requirement of $3,996 million to construct Phase 1 and Phase 2 over a seven-year period.
  • Average annual production costs per tonne of lithium carbonate over a 40-year period are $7,198.
  • Average annual production costs per tonne of lithium carbonate over a 25-year period are $6,743.
  • Average price per tonne of lithium carbonate over a 40-year period is forecasted to be $24,000.
  • Average annual EBITDA over a 40-year period is $1,094 million.
  • Average annual sustaining capital and mining capital repayment over a 40-year period is $36 million.
  • The economic indicators, after taxes, with an 8% discount rate for the 40-year base case are $5,727 million NPV, 21.4% IRR, with an undiscounted payback period of 5.4-years.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

1.17.2Recommendations

• Secure financing for the Project for the construction and execution of Phase 1 and Phase 2.
• Finalize contracting of an Engineering, Procurement, and Construction Management (EPCM) firm for Project execution.
• Continue detailed engineering for the Project and perform value engineering to further reduce costs and reduce risks.
• Perform additional geological and exploration studies to identify, or convert, additional illite mineralization within the Mineral Resources and Reserves.
• Evaluate and improve lithium extraction from various mineralized clays; smectite, illite and mixed zones.
• Confirm CCD of neutralized clay tailings followed by filtration achieves consistent recoveries versus bench scale filtration testing summarized in this report.
• Complete BPA System Impact Study to determine when sufficient import power can be available.
• Determine power contingency plans for commissioning and potentially reduced capacity during early plant operations without power import from BPA.
• Secure water required for Phase 2 in the amount of 3.5 Mm³ (2,850 acre-ft) per year.
• Perform additional geotechnical investigations to source construction materials available on site.
• Complete additional laboratory testing on tailings materials to further understand variability in the materials.
• Initiate a bulk density study to gather samples for density analyses to further determine variability in the bulk densities throughout the ore body.
• Develop a low-grade standard for lithium assays to be included in the QA/QC sampling program.
• Develop a standard and blank sampling program QA/QC for deleterious elements.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

2Introduction

This TRS was prepared at the request of Lithium Americas Corp., a company incorporated under the laws of British Columbia, Canada, trading under the symbol "LAC" on the Toronto Stock Exchange and the New York Stock Exchange with its corporate office at 300 - 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5. Work was carried out in cooperation with Lithium Nevada Corp. (LNC), a wholly owned subsidiary of Lithium Americas Corp. (LAC), formerly known as Western Lithium USA Corp (WLC).

This document provides a summary of the preliminary feasibility study evaluation of LAC's Thacker Pass Project (the Project) and focuses on the Thacker Pass Deposit (the Deposit), formerly Stage I of the Kings Valley Project or Lithium Nevada Project. Excluded from this TRS are resource statements from the Montana Mountains deposit (formerly Stage II deposit of the Lithium Nevada Project), as LAC's focus is on developing a project of scale in Thacker Pass. The claims owned by LAC that are north of the Thacker Pass Project in the Montana Mountains do not form part of this mineral project.

This report was prepared in the format stipulated by Regulation S-K Subsection 1300 (S-K 1300) of the U.S. Securities and Exchange Commission. 

2.1Sources of Information

M3 Engineering & Technology Corporation (M3) was commissioned by LAC to prepare this TRS. In preparing this report, M3 and Industrial TurnAround Corporation (ITAC) provided engineering services and have relied upon input from LAC and information prepared by a number of qualified independent consulting groups particularly regarding regional geology, geological mapping, exploration, and resource estimation. Through its subsidiary LNC, LAC has contracted with Sawtooth, a subsidiary of The North American Coal Corporation (NAC), which is a wholly-owned subsidiary of NACCO Industries, Inc. (NYSE: NC), to provide resource and reserve estimation for this TRS. NAC has reviewed and signed off on the work provided by Sawtooth. EXP U.S. Services Inc. (EXP) reviewed the sulfuric acid plant and power plant. NewFields Mining Design & Technical Services (NewFields) contributed to work on environmental and tailings facilities. Wood Canada Limited (Wood) reviewed segments of metallurgy and the process as well as environmental concerns. EDG, Inc. (EDG) participated in the preparation of some cost elements of the estimate.

M3, Sawtooth, NACCO, NewFields, Wood, EXP and Piteau are independent companies and not associates or affiliates of LAC or any associated company of LAC. Table 2-1 lists the Qualified Persons (QP) involved with authoring this report. Table 2-2 lists the sections each QP is responsible for.

Table 2-1List of Qualified Persons, Professional Designations and Site Visit Dates

Company of Qualified Person	Professional Designation	Company Abbreviation	Date of Site Visit
M3 Engineering & Technology Corporation	P.E., P. Eng., QP-MMSA	M3	April 13, 2021
Sawtooth	P.E. and SME-RM	Sawtooth	August 12 & 13, 2019, November 8, 2018, September 13 and 14, 2022
Process Engineering, LLC	P.E.	Process Engineering, LLC	No site visit: Reno Laboratory Visit Only
Wood Canada Limited	P. Eng.	Wood	No site visit: Reno Laboratory Visit Only (December 1-3, 2021, December 20, 2022)
EXP U.S. Services Inc.	P. Eng.	EXP	November 2, 2022

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Company of Qualified Person	Professional Designation	Company Abbreviation	Date of Site Visit
NewFields Mining Design & Technical Services	P.E.	NewFields	No site visit
Piteau Associates	RM-SME	Piteau	March 7-8, June 8, and November 7-9, 2022
Industrial TurnAround Corporation	P.E.	ITAC	October 18, 2020

Table 2-2Qualified Person Areas of Responsibility

Section	Section Name	Responsible Party	Description of Responsibility	Subsections
1	Summary	All	-	-
2	Introduction	M3	-	-
3	Property Description	Sawtooth	-	-
4	Accessibility, Climate, Local Resources, Infrastructure and Physiography	Sawtooth	-	-
5	History	Sawtooth	-	-
6	Geological Setting, Mineralization and Deposit	Sawtooth	-	-
7	Exploration	Sawtooth	-	7.1, 7.2, 7.4.1
		NewFields	-	7.4.2
		Piteau	-	7.3
8	Sample Preparation, Analyses and Security	Sawtooth	-	-
9	Data Verification	Sawtooth	-	-
10	Mineral Processing and Metallurgical Testing	Process Engineering, LLC	ROM feed through neutralized tails as well as magnesium precipitation	All except for Sections 10.2.4.1, 10.2.4.3, 10.2.5.1 to 10.2.5.3
		Wood	Magnesium sulfate crystallization to production of final product, excluding magnesium precipitation.	10.2.4.1, 10.2.4.3, 10.2.5.1 to 10.2.5.3 and portions of 10.5.
11	Mineral Resource Estimates	Sawtooth	-	-
12	Mineral Reserve Estimates	Sawtooth	-	-
13	Mining Methods	Sawtooth	-	-
14	Processing and Recovery Methods	M3	ROM feed through neutralized tails as well as magnesium precipitation.	Section 14.1, Tables 14-1 and 14-3 and corresponding parts of 14.2.1 in Section 14.2, 14.3.1 to 14.3.4, 14.3.5.2, 14.3.8, 14.4.1 to 14.4.3, 14.4.6, corresponding parts of 14.4.10 and 14.4.11, and 14.5 to 14.12.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Section	Section Name	Responsible Party	Description of Responsibility	Subsections
		Wood	Magnesium sulfate crystallization to packaging of final product, excluding magnesium precipitation	Tables 14-2 and 14-4 and corresponding parts of 14.2.1 in Section 14.2, Sections 14.3.5.1, 14.3.5.3, 14.3.5.4, 14.3.6, 14.3.7, 14.4.4, 14.4.5, 14.4.7, 14.4.8, 14.4.9 and corresponding parts of 14.4.10 and 14.4.11.
15	Infrastructure	M3	Access, water supply, site & process plant arrangement	15.1, 15.2, 15.3, 15.4, 15.5, 15.6, and 15.9
		ITAC	Power supply	15.7
		EXP	Sulfuric acid production	15.8
		NewFields	Waste rock and tailing disposal	15.10
16	Market Studies	M3	-	-
17	Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups	NewFields	General environmental and permitting	All except for 17.7.4.1 to 17.7.4.6
		Piteau	Water	Sections 17.7.4.1 to 17.7.4.6
18	Capital and Operating Costs	M3	Process and infrastructure capital costs	All except for 18.1.3, 18.2.1 and 18.3.
		M3	Process operating costs	Section 18.3 except 18.3.3.1 and 18.3.3.3
		Sawtooth	Mining costs	18.1.3, 18.2.1, 18.3.3.1
		EXP	Sulfuric acid plant costs	18.2.1, 18.3.3.3
19	Economic Analysis	M3	-	-
20	Adjacent Properties	Sawtooth	-	-
21	Other Relevant Data and Information	M3	Project Execution Plan	21.1
		Sawtooth	Limestone Quarry	21.2.1 to 21.2.4
		NewFields	Limestone Quarry Permitting	21.2.5, 21.2.6
		M3	Transload Facility	21.3.1, 21.3.2
		NewFields	Transload Facility Permitting	21.3.3
22	Interpretation and Conclusions	All	-	-
23	Recommendations	All	-	-
24	References	N/A	-	-
25	Reliance on other Experts	M3	-	-

The mineral resource is based on an exploration drilling program conducted in 2007 to 2010 and 2017 to 2018. This is the first TRS for the Project filed with the United States Securities and Exchange Commission (SEC); therefore, no preexisting TRS exists with the SEC. 

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

2.2Description of Personal Inspections

M3's QP visited the site on April 13, 2021. He reviewed the areas for the process plant, tailings facility, the water supply line, and highway tie-ins. 

Sawtooth's Mineral Resource QP visited LAC's Thacker Pass Project site on November 8, 2018 and September 13 and 14, 2022. The purposes of the visits were to complete a QP data verification, site inspections, and independent verification of lithium grades.  No material changes to the exploration drilling or site conditions have occurred on site since. During the visits, the QP completed the following tasks:

• Visited the Project location to better understand the local geomorphology and layout.
• Visited the active exploration drilling rig to observe the HQ core drilling, core handling, and core transportation. Additional conversations with the exploration geologists included detailed discussions regarding the core lithology being drilled.
• Visited the LAC core shed located near the Project site to review the core storage facility, core logging procedures, core splitting procedures, and sample preparation procedures. While at the core shed, LAC's geologists were actively logging core and LAC's technician was splitting core. A general conversation about the QA/QC program was conducted with LAC's Senior Geologist.
• Visited the onsite meteorological station to review security, access and general conditions of the station.
• Collected samples from the 2022 bulk sampling program for independent verification of the clay/ash lithium grades.
• Observed bulk sampling of clay/ash material for testing at LAC's Technical Center from the 2022 auger sampling program.
• Collected samples from the 2022 bulk sampling program for independent verification of the clay/ash lithium grades.
• Verified drill hole collar locations and elevations.
• Visited LAC's Lithium Technical Development Center in Reno, NV.
• Performed a laboratory audit of ALS Reno Laboratory where LAC sends samples for analytical testing preparations.

Sawtooth's Mineral Reserves QP visited LAC's Thacker Pass Project site from August 12-13, 2019 and September 13-14, 2022, to complete a QP data verification site inspection. Additionally, the QP toured the pilot plant lab in Reno, NV on July 25, 2019 and LAC's Technical Center in Reno on September 15, 2022.  No material changes to the mining location or site conditions have occurred on site since. During the visits, the QP completed the following tasks:

• The QP visited the Project location to better understand the general layout of the mining area, dump areas, and plant area.
• During the site visit the QP observed BARR engineering drilling cores for the pit slope stability study.  Drilling was being done in the initial pit development area.  The QP was able to inspect cores and see lithology.
• During the visit to LAC's pilot lab, the QP observed ore processing steps through the development of clay cake.  The QP gained a better understanding of the ore processing. 
• Observed bulk sampling of clay/ash material for testing at LAC's Lithium Technical Development Center from the 2022 auger sampling program.
• Toured LAC's new Technical Center.
• Toured the ALS Reno laboratory where LAC sends samples for analytical testing procedures.
• Assisted in collection of samples from the 2022 bulk sampling program for independent verification of the clay/ash lithium grades.
• Visited the LAC core shed located near the Project site.

ITAC's QP visited the site on October 18, 2020. He reviewed the on-site facilities as well as off-site support facilities, including:

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

• Locations of the proposed processing plant and mine entrances off NV293,
• Location of attrition scrubbing and mine operations and waste rock storage areas,
• Weather station,
• Numerous test drills,
• Location of the CTFS,
• Existing fencing and discussed improvements to Pole Creek Rd for primary access for construction equipment and materials,
• Water system secondary booster pump station site,
• 115 kV power lines and their proximity to the new 115 kV to 15 kV substation at the plant site,
• Well field,
• Well field power distribution line location (and where it will need to pass over or under washes, roads and hills),
• Sites of the secondary well and primary booster pump and tank,
• Primary well site,
• Transload site, rail line, roads, and power lines in Winnemucca, and
• Pilot plant and labs in Reno.

EXP's QP visited the site on November 2, 2022. The highlights of his visit were as follows:

• Visited the Project site to better understand the location of the sulfuric acid and STG power plants and their ancillaries for both Phase 1 and 2.
• Determined that, considering the timeline of the acid plant construction is an earlier activity, there should be a minimum obstruction during the construction of the SAP/Power Plant, as the work will be under green field and grassroots conditions.
• Some of his other findings included:
  • Due to soft clay native topsoil, compaction of the area inside Project battery limits and roads should be considered, particularly in high-traffic roads and where heavy lifting items will take place.
  • The road clearance between the finish road elevation and the powerlines should be confirmed before any oversize transportation, as all construction traffic must cross the 115 kV high-voltage power line.
• Visited LAC's Lithium Technical Development Center in Reno and observed the installation of the pilot plant upstream portion of the process (i.e., ore separation, scrubbing, and thickening).

Piteau's QP has frequently visited the Project site, including March 7-8, June 8, and November 7-9 during 2022.  During the June visit he provided a tour for a surface water hydrology group.  In November, he retrieved quarterly piezometric data, serviced equipment, and surveyed springs and surface water.

The QP of Process Engineering, LLC has not performed a site visit but instead visited the laboratory in Reno to review the metallurgy in December 2021.

Wood's QP has not performed a site visit but instead visited the laboratory in Reno to review the metallurgy in December 2021.

The QP of NewFields has not performed a recent site visit due to his focus on environmental and permitting review which primarily takes place off site.

2.3Units, Currency and Terms of Reference

All units used in this report are metric unless otherwise stated. Currency in this report is in United States Dollars (US$) unless otherwise specified. Table 2-3 lists the abbreviations for technical terms used throughout the text of this report.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 2-3 Abbreviations and Acronyms

Abbreviation/Acronym	Description
'	feet, minutes (Longitude/Latitude)
"	inches, seconds (Longitude/Latitude)
%	Percent
<	Less Than
>	Greater Than
°	Degrees of Arc
°C	Degrees Celsius
°F	Degrees Fahrenheit
µm	Micrometer (10-6 meter)
3D	Three-Dimensional
AACE	Association for the Advancement of Cost Engineering International
AAL	American Assay Laboratory
AASHTO	American Association of State Highway and Transportation Officials
ACOE	U.S. Army Corps of Engineers
ActLabs	Activation Laboratories
Ai	Bond abrasion index
ALS	ALS Global
AMRL	AASHTO Materials Reference Laboratory
amsl	above mean sea level
ARDML	Acid Rock Drainage and Metal Leaching
ARO	Annual Reclamation Obligation
ARPA	Native American Graves Protection and Repatriation Act
As	Arsenic
BAPC	Bureau of Air Pollution Control Contacts
BFW	Boiler Feed Water
BLM	Bureau of Land Management
BMRR	Bureau of Mining Regulation and Reclamation
BPA	Department of Energy's Bonneville Power Administration
BWi	Bond ball mill work index
CaCO3	calcium carbonate
CaO	Quicklime
CAPEX	Capital Expenditure or Capital Cost Estimate
CCD	Counter Current Decantation
CGS	Coarse Gangue Stockpile
Chevron	Chevron USA
CIM	Canadian Institute of Mining, Metallurgy and Petroleum
cm	centimeters
CO2	Carbon dioxide
CoG	cutoff grade
CPE	Corrugated Polyethylene Pipe
Cs	Caesium
CTFS	Clay Tailings Filter Stack (Tailings Storage Facility)
CWi	Bond impact work index
CY	cubic yard(s)
DCDA	Double Contact Double Absorption
DCF	discounted cash flow
DCS	Distributed Control System
deg. C or oC	Degrees Celsius

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Abbreviation/Acronym	Description
DMS	data management system
DOE	Department of Energy
DOI	Department of the Interior
DTB	draft tube baffle
EA	Environmental Assessment
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization
EDG	EDG, Inc.
EDR	Engineering Design Report
EIS	Environmental Impact Statement
EPC	Engineering, Procurement, and Construction
EPCM	Engineering, Procurement, and Construction Management
ESA	Endangered Species Act
ET	evapotranspiration
EXP	EXP U.S. Services Inc.
Fe2(SO4)3	Ferric sulfate
FEDINC	Florida Engineering and Design, Inc.
FEIS	Final Environmental Impact Statement
FONSI	Finding of No Significant Impact
FRP	Fiberglass Reinforced Polymer
ft	feet or foot
G&A	General & Administrative
g/cm3	grams per cubic centimeter
g/l or g/L	grams per liter
GMS	Growth Media Stockpile
gpm	Gallon(s) per minute
GPS	Global Positioning System
GRR	Gross Revenue Royalty
GWh/year	gigawatt hours per year
h	hour
H2S	hydrogen sulfide
H2SO4	sulfuric acid
ha	hectares
HAP	hazardous air pollutants
Hazen	Hazen Research
HCT	humidity cell test
HDPE	High Density Polyethylene
HEC	Harney Electric Cooperative
HMI	human machine interface
HP	horsepower
HPTP	Historic Properties Treatment Plan
HPZ	Hot Pond Zone
HQ	Standard "Q" wire line bit size. 96 mm outside hole diameter and 63.5 mm core diameter.
HRS	heat recovery systems
Huber	J. M. Huber Corporation
Hz	Hertz
ICP	Inductively Coupled Plasma Spectrometer
ICP-AES	Inductively Coupled Plasma Atomic Emission Spectroscopy
ICP-MS	Inductively Coupled Plasma Mass Spectroscopy

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Abbreviation/Acronym	Description
IGES	Intermountain GeoEnvironmental Services, Inc.
in	inch or inches
IRR	Internal Rate of Return
ITAC	Industrial TurnAround Corporation
IX	Ion Exchange
K	Potassium
KCA	Kappes Cassiday & Associates
kg	kilograms
km	kilometer
kt	thousand tonnes
kV	kilovolt
kW	kilowatt(s)
kWh	kilowatt hour(s)
LAC	Lithium Americas Corporation
LCE	Lithium Carbonate Equivalent
LCT	Lahontan cutthroat trout
LFP	Lithium Ferro Phosphate
LHCSL	low hydraulic conductivity soil layer
Li	Lithium
Li2CO3	Lithium carbonate
LiHCO3	lithium bicarbonate
LNC	Lithium Nevada Corporation
LOM	Life of Mine
M	million
m	meter
M3	M3 Engineering & Technology Corporation
m3/h	cubic meters per hour
Ma	million years ago
MCY	million cubic yards
mg/L	milligrams per liter
MgSO4	Magnesium sulfate
Mining Act	Mining Act of the United States of America
MLLA	Mineral Lands Leasing Act
mm	millimeters
Mm3	million cubic meters
Mo	Molybdenum
MOA	Memorandum of Agreement
MOL	milk of lime
MOU	Memorandum of Understanding
Mt	million tonnes
MVR	Mechanical Vapor Recompression
MW	megawatt
MWh	megawatt hour(s)
MWMP	Meteoric Water Mobility Procedure
Na	Sodium
NAAQS	National Ambient Air Quality Standards
NAC	North American Coal Corporation
NDEP	Nevada Division of Environmental Protection
NDOT	Nevada Department of Transportation

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Abbreviation/Acronym	Description
NDOW	State of Nevada Department of Wildlife
NDWR	Nevada Division of Water Resources
NEPA	National Environmental Policy Act
NewFields	NewFields Mining Design & Technical Services
NFPA	National Fire Protection Association
NHPA	National Historic Preservation Act
NOI	Notice of Intent
NOx	nitrogen oxides
NPV	Net Present Value
NRV	Nevada Reference Values
OPEX	Operational Expense or Operating Cost Estimate
P&ID	piping and instrumentation diagram
PCS	Plant Control System
PDC	Process Design Criteria
PFS	Pre-feasibility Study
pH	measure of acidity
Ph1	Phase 1
Ph2	Phase 2
PoO	Plan of Operation
ppm	parts per million
PQ	Standard "Q" wire line bit size. 122.6 mm outside hole diameter and 85 mm core diameter.
PSD	particle size distribution, Prevention of Significant Deterioration
PTC	Process Testing Center
QA/QC	Quality Assurance and Quality Control
Qal	Quaternary Alluvium
QP	Qualified Person
Rb	Rubidium
RC	Reverse Circulation
RO	reverse osmosis
ROD	Record of Decision
ROM	Run-of-Mine
Sample ID	Sample Tags
SAP	Sulfuric Acid Plant
Savage	Savage Companies (transloader)
Sawtooth	Sawtooth Mining, LLC
Sb	Antimony
SCR	Selective Catalyst Reduction
SHRIMP	Sensitive High Resolution Ion Microprobe
S-K 1300	SEC's Subpart S-K 1300 (17 CFR Part 229.1300)
SO2	Sulfur dioxide
SRC	Saskatchewan Research Council
SRK	SRK Consulting (U.S.), Inc.
STG	steam turbine generator
t	Tonne (metric)
t/a	Tonnes per annum (metric)
t/d	Tonnes per day (metric)
t/m3	Tonnes per cubic meter
t/y	Tonnes per year (metric)

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Abbreviation/Acronym	Description
TDS	total dissolved solids
TIC	total installed cost
UCS	unconfined compressive strength
UM	Unpatented Mining
US EPA	US Environmental Protection Agency
US$	US Dollars
US$/t	United States Dollars per tonne
USBM	United States Bureau of Mines
USEPA	United States Environmental Protection Agency
USFWS	United States Department of the Interior Fish and Wildlife Service
USG	MODFLOW-USG (a water balance model)
USGS	United States Geological Survey
UTM	Universal Transverse Mercator
WBS	Work Breakdown Structure
WEDC	Western Energy Development Corporation
WLC	Western Lithium USA Corporation
Wood	Wood Canada Limited
WPCP	Water Pollution Control Permits
WRSF	Waste Rock Storage Facility
wt.%	percent by weight
WWRSF	West Waste Rock Storage Facility
XRD	X-Ray Diffraction
YOY	year-over-year
ZLD	Zero Liquid Discharge

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

3Property Description

3.1Property Description

The Project is located in Humboldt County in northern Nevada, approximately 100 km north-northwest of Winnemucca, about 33 km west-northwest of Orovada, Nevada and 33 km due south of the Oregon border as shown on Figure 3-1, which includes latitude and longitude. The area is sparsely populated and used primarily for ranching and farming. A total of 117 people live in Orovada, Nevada, according to the 2020 US Census for Orovada CDP, Nevada.

More specifically, the Project is situated at the southern end of the McDermitt Caldera Complex in Township 44 North (T44N), Range 34 East (R34E), and within portions of Sections 1 and 12; T44N, R35E within portions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17; and T44N, R36E, within portions of Sections 7, 8, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 29. The Project area is located on the United States Geological Survey (USGS) Thacker Pass 7.5-minute quadrangle at an approximate elevation of 1,500 m.

Figure 3-2 shows the location of the Project and the unpatented mining claims owned or controlled by LAC and property owned by LAC in northern Humboldt County, Nevada. The property lies within and is surrounded by public lands administered by the Bureau of Land Management (BLM).

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 3-1Regional Location Map

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 3-2Map of Lithium Americas Corp. Mineral and Surface Control in the Vicinity of the Thacker Pass Project

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

3.2Area of the Property

The Project area encompasses approximately 4,236 ha within the Plan of Operations (PoO). The unpatented mining claims (UM Claims) described in Section 3.3 include approximately 22,400 ha. LAC also owns 64.75 ha of private property in the Project area. The total LAC controlled area with surface and mineral rights is approximately 22,465 ha.

3.3Mineral Tenure

A list of the unpatented mining claims owned or controlled by LAC in northern Humboldt County, Nevada, is presented in Table 3-1. These claims include the Project area and are shown in Figure 3-2. In addition to these claims, LAC also owns 64.75 ha of private property in the Project area.

Table 3-1Thacker Pass Project UM Claims Owned by LAC

Claim Name	Claim Number	NMC Number	Total Claims
BASIN	1-30	1170660-1170689	30
BETA	1-51	894721-894771	51
BLSE	1-18	105235961-105235978	18
BPE	1-498	1018964 - 1019461	498
BPE	499-531	1030193 - 1030225	33
BPE	532	1049234	1
CAMP	1-66	1191376-1191441	66
CC Mill	1-5	1122041 - 1122045	5
CC Mill	6-9	1130820 - 1130823	4
CC Mill	10-12	1170690 - 1170692	3
DELTA	1-14	919508-919521	14
DPH	1-22	1147600-1147621	22
ION	1-32	1164510-1164541	32
ION	35-50	1164542-1164557	16
ION	53-69	1164558-1164574	17
ION	72-85	1164575-1164588	14
ION	86	1164590	1
ION	87	1164589	1
ION	88	1164591	1
ION	90-107	1164592-1164609	18
ION	109-132	1164610-1164633	24
ION	135-139	1164634-1164638	5
ION	146-149	1164640-1164643	4
ION	153-165	1164644-1164656	13
ION	168-175	1164657-1164664	8
ION	184-202	1164665-1164683	19
ION	212-232	1164684-1164704	21
ION	240-262	1164705-1164727	23
ION	264-286	1164728-1164750	23
ION	300-306	1164751-1164757	7
LITH	1-461	900830-901290	461
LITH	463	901292	1
LITH	465	901294	1
LITH	467	901296	1
LITH	469	901298	1
LITH	471-473	901300-901302	3
LITH	477	901306	1

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Claim Name	Claim Number	NMC Number	Total Claims
LITH	479	901308	1
LITH	481	901310	1
LITH	484	901313	1
LITH	486	901315	1
LITH	488	901317	1
LITH	491-567	901320-901396	77
LITH	586-677	901415-901506	92
LITH	706-708	901535-901537	3
LITH	713-732	901538-901557	20
LITH	734-766	901558-901590	33
LITH	785-1054	901609-901878	270
Longhorn	2-3	1170694-1170695	2
Longhorn	5-6	1170697-1170698	2
MHC	1-14	1087803-1087816	14
MHC	16-99	1087818-1087901	84
OMEGA	1-124	950298-950421	124
Moonlight	1	8001	1
Moonlight	4	732426	1
NEUTRON	31-45	919267- 919281	15
NEUTRON	76-105	919282- 919311	30
NEUTRON	166-189	919342- 919365	24
NEUTRON	190	894562	1
NEUTRON	192	894564	1
NEUTRON	194	894566	1
NEUTRON	196-199	894568-894571	4
NEUTRON	200-207	919366-919373	8
NEUTRON	209-225	919375 - 919391	17
NEUTRON	238-239	894610- 894611	2
NEUTRON	347	894719	1
NEUTRON	353-366	900226 - 900239	14
NEUTRON	379-402	900252 - 900275	24
NEUTRON	427-450	900300 - 900323	24
NEUTRON	475-498	900348 - 900371	24
NEUTRON	523-546	900396 - 900419	24
NEUTRON	555-574	900428 - 900447	20
NEUTRON	579-585	900452 - 900458	7
NEUTRON	586-627	982465 - 982506	42
NEUTRON PLUS	1	1020688	1
NEUTRON PLUS	2	1087902	1
NEUTRON R	25R-30R	1049235-1049240	6
NEUTRON R	70R-75R	1049241-1049246	6
NEUTRON R	160R-165R	1049247-1049252	6
NEUTRON R	195R	1049253	1
NEUTRON R	208R	1049254	1
NEUTRON R	240R	1049255	1
NEUTRON R	242R	1049256	1
NEUTRON R	244R	1049257	1
NEUTRON R	246R	1049258	1
NEUTRON R	248R	1049259	1
NEUTRON R	250R	1049260	1
NEUTRON R	252R	1049261	1
NEUTRON R	254R	1049262	1

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Claim Name	Claim Number	NMC Number	Total Claims
NEUTRON R	256R	1049263	1
NEUTRON R	258R	1049264	1
NEUTRON R	260R	1049265	1
NEUTRON R	262R	1049266	1
NEUTRON R	264R	1049267	1
NEUTRON R	270R	1049268	1
NEUTRON R	272R	1049269	1
NEUTRON R	276R	1049270	1
NEUTRON R	278R	1049271	1
NEUTRON R	280R	1049272	1
NEUTRON R	282R	1049273	1
NEUTRON R	284R-288R	1049274-1049278	5
NEUTRON R	348R	1029479	1
PDC Mill	1-18	1020381-1020398	18
PROTRON	1-46	900530-900575	46
RAD	1-121	937673-937793	121
ROCK	1-20	1164758-1164777	20

Further details on the history and ownership of the Thacker Pass Project, and the associated claims, are in Section 5.

3.3.1Unpatented Mining Claims and Surface Rights

The underlying title to the Thacker Pass Project properties is held through a series of UM Claims. UM Claims provide the holder with the rights to all locatable minerals on the relevant property, which includes lithium. The rights include the ability to use the claims for prospecting, mining or processing operations, and uses reasonably incident thereto, along with the right to use so much of the surface as may be necessary for such purposes or for access to adjacent land. This interest in the UM Claims remains subject to the paramount title of the US federal government. The holder of a UM Claim maintains a perpetual entitlement to the UM Claim, provided it meets the obligations for maintenance of the UM Claims as required by the Mining Act of the United States of America (the Mining Act) and associated regulations.

At this time, the principal obligation imposed on the holders of UM Claims is to pay an annual maintenance fee, which represents payment in lieu of the assessment work required under the Mining Act. The annual fee of $165.00 per claim is payable to the BLM, Department of the Interior, Nevada, in addition to a fee of $12.00 per claim paid to the county recorder of the relevant county in Nevada where the UM Claim is located. All obligations for the Thacker Pass Project UM Claims in Nevada, including annual fees to the BLM and Humboldt County, have been fulfilled.

The holder of UM Claims maintains the right to extract and sell locatable minerals, which includes lithium, subject to regulatory approvals required under Federal, State and local law. In Nevada, such approvals and permits include approval of a plan of operations by the BLM and environmental approvals. The Mining Act also does not explicitly authorize the owner of a UM Claim to sell minerals that are leasable under the Mineral Lands Leasing Act of 1920, USA, as amended (the MLLA). At this time, the MLLA is not implicated because the only mineral contemplated for mining and processing at this time is lithium.

3.4Nature and Extent of Interest and Title

LNC is a Nevada corporation that is currently a wholly owned subsidiary of the Canadian-based LAC. LAC was formerly known as Western Lithium USA Corp (WLC). Pursuant to an agreement signed on December 20, 2007, between Western Energy Development Corporation (WEDC), a subsidiary of Western Uranium Corporation, and WLC (which was then also a subsidiary of Western Uranium Corporation), WEDC leased to WLC the Lith and Neutron claims for the purpose of lithium exploration and exploitation (the Lease).

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Effective February 4, 2011, Western Uranium Corporation (WEDC), and Western Lithium USA Corp. (WLC) entered into an agreement for the purchase by WLC from WEDC of the royalties and titles for the Kings Valley Lithium Property.

In March 2011, the parties completed the transaction for the sale by WEDC to WLC of the royalties and titles constituting all of the Kings Valley Lithium Property. As a result of this transaction, the existing lease and royalty arrangements between the two companies on the Kings Valley Lithium Property, including the net smelter returns and net profits royalties on any lithium project that the company developed, were terminated. WLC acquired, directly or indirectly, control and full ownership of the Kings Valley Lithium Property mining claims and leases, excluding a gold exploration target (on the Albisu property) and a 20% royalty granted by WEDC to Cameco Global Exploration II Ltd. solely in respect of uranium (the Uranium Royalty). The UM Claims provided WLC the exclusive rights to explore, develop, and mine or otherwise produce any and all lithium deposits discovered on the claims, subject to royalty payments. The claims include the entirety of the mineralized zones in Thacker Pass and the Montana Mountains (formerly Stages 1 to Stage 5). On March 22, 2016, the company announced a name change from Western Lithium USA Corp. to Lithium Americas Corp. and the name of its Nevada-based wholly owned subsidiary was changed from Western Lithium Corp. to Lithium Nevada Corp. In 2018, LAC changed the name of its proposed lithium project to the Thacker Pass Project, reflecting the company's decision to focus the proposed development within the pass area located south of the Montana Mountains. LNC is the record owner of the UM Claims in the Project area. The current Project does not include the development of UM Claims in the Montana Mountains.

Legal access to the UM Claims is provided directly by State Route 293.

3.5Significant Encumbrances to the Property

There are no identified significant encumbrances that would prevent LAC from achieving all permits and authorizations required to commence construction and operation of the Project based on the data that has been collected to date.

Based on information provided, or researched and reviewed, LAC is approved by the BLM and the NDEP-BMRR to conduct mineral exploration activities at the Thacker Pass Project site in accordance with Permit No. N85255.

LAC has either completed or initiated the process to obtain all major necessary federal, state, and local regulatory agency permits and approvals for further advancement of the Thacker Pass Project.

3.5.1Environmental Liabilities

LAC has reclamation obligations for a small hectorite clay mine located within the Project area. The financial liability for this reclamation obligation, as stipulated by the BLM, is $871,336. LAC's other environmental liabilities from existing mineral exploration projects in the vicinity of the Project area have a reclamation obligation totaling approximately $449,109. LAC currently holds a $1,357,520 reclamation bond with the BLM Nevada State Office.

There are no other known environmental liabilities associated with the project.

3.5.2Permitting

Based on information provided, or researched and reviewed, there are no federal, state or local regulatory or permitting issues identified at this time that could preclude overall approval of the proposed Project.

The Project is located on public lands administered by the U.S. Department of the Interior, Bureau of Land Management (BLM). Construction of the Project requires permits and approvals from various Federal, State, and local government agencies. Permitting status is described in more detail in Section 17.3 of this TRS.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Since 2008, LAC has performed extensive exploration activities at the Project site under existing approved agency permits. LAC has all necessary federal and state permits and approvals to conduct mineral exploration activities within active target areas of the Thacker Pass Project site.

A Plan of Operations and Reclamation Plan (PoO)-Plan of Operations No. N85255-for mineral exploration activities, including drilling and trenching for bulk sampling, was submitted to the BLM and the NDEP BMRR in May 2008. This PoO was analyzed by an Environmental Assessment (EA), DOI-BLM-NV-W010-2010-001-EA, in accordance with the United States National Environmental Policy Act of 1969. It was subsequently approved in January 2010 under the BLM's Surface Management Regulations contained in Title 43 of the Code of Federal Regulations, Chapter 3809. Under BLM permit N85255, twelve separate Work Plans have been submitted and approved by the BLM, authorizing continued exploration activities at site. As requested by the BLM, appropriate baseline studies that included a formal cultural resource survey were completed to support the Environmental Assessment Decision Record and Finding of No Significant Impact (FONSI) and approval of the PoO. The NDEP-BMRR issued concurrent approval for the exploration PoO, including the approval of the reclamation financial guarantee, and issued State of Nevada Reclamation Permit No. 0301 for the exploration project.

LAC further submitted the Thacker Pass Project Proposed Plan of Operations and Reclamation Plan Permit Application on August 1, 2019 (LAC, 2019a). The permit application was preceded by LAC's submission of baseline environmental studies documenting the collection and reporting of data for environmental, natural, and socio-economic resources used to support mine planning and design, impact assessment, and approval process.

As part of the overall permitting and approval process, the BLM completed an analysis in accordance with the National Environmental Policy Act of 1969 (NEPA) to assess the reasonably foreseeable impacts to the human and natural environment that could result from the implementation of Project activities. As the lead Federal regulatory agency managing the NEPA process, the BLM has prepared and issued a Final Environmental Impact Statement (FEIS), (DOI-BLM-NV-W010-2020-0012-EIS) on December 3, 2020 (BLM, 2020). Following the issuance of the FEIS, BLM issued the EIS Record of Decision (ROD) and Plan of Operations Approval on January 15, 2021 (BLM, 2021). In addition, a detailed Reclamation Cost Estimate (RCE) has been prepared and submitted to both the BLM and Nevada Division of Environmental Protection-Bureau of Mining, Regulation and Reclamation (NDEP-BMRR). On October 28, 2021, the NDEP-BMRR approved the PoO with the issuance of draft Reclamation Permit 0415. On February 25, 2022, the NDEP-BMRR issued the final Reclamation Permit 0415.  The BLM will require the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining concludes.

3.6Other Factors or Risks

The QP for this section is not aware of any other significant factors or risks that may affect access, title, or the right or ability to perform work on the property.

3.7Royalties, Rights and Payments

In addition to the Uranium Royalty and those national, state and local rates identified in Section 3.4 of this TRS, the Thacker Pass Property is subject to a royalty with the Orion Mine Finance Fund I (f.n.a. RK Mine Finance [Master] Fund II L.P.) (Orion). It is a gross revenue royalty on the Thacker Pass Property in the amount of 8% of gross revenue until aggregate royalty payments equal $22 million have been paid, at which time the royalty will be reduced to 4.0% of the gross revenue on all minerals mined, produced or otherwise recovered. LAC can at any time elect to reduce the rate of the royalty to 1.75% on notice and payment of $22 M to Orion.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

4Accessibility, Climate, Local Resources, Infrastructure and Physiography

4.1Physiography

The Project is located in the southern portion of the McDermitt Caldera. The Project site sits at the southern end of the Montana Mountains, with its western border occurring just east of Thacker Creek. Elevation at the Project site is approximately 1,500 m above sea level. Physiography is characterized by rolling topography trending eastward, with slopes generally ranging from 1% to 5%.

Lands within the Project footprint primarily drain eastward to Quinn River. A small portion of the proposed pit area drains west to Kings River via Thacker Creek. There are no perennially active watercourses on the Project site. A few small seeps and springs have been identified on the Project footprint, none of which are regionally significant.

Soils consist primarily of low-permeability clays intermixed with periodic shallow alluvial deposits.

Vegetation consists of low-lying sagebrush and grasslands. The area is heavily infested with cheatgrass, an unwanted invasive species in Nevada.

4.2Accessibility

Access to the Project is via the paved US Highway 95 and paved State Route 293; travel north on US-95 from Winnemucca, Nevada, for approximately 70 km to Orovada and then travel west-northwest on State Route 293 for 33 km toward Thacker Pass to the Project site entrance. Driving time to the Project is approximately one hour from Winnemucca, and 3.5 hours from Reno. On-site access is via several gravel and dirt roads established during the exploration phase.

The closest international airport is located in Reno, Nevada, approximately 370 km southwest of the Project.

The nearest railroad access is in Winnemucca. This railroad is active and owned and maintained by Union Pacific. BNSF Railway has track rights to this line.

The Kings River Valley and Quinn River Valley are on the west and east sides of the Project, however access to the Project via river is not achievable.

4.3Climate

The climate of the Project area will not affect mining throughout the year. The life of mine (LOM) plan discussed in this TRS assumes mining 365 days per year. The meteorological station in Figure 4-1 has continuously operated at the Project site since 2011. The station collects temperature, precipitation, wind speed and direction, solar radiation, and relative humidity data.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 4-1Photograph of the On-Site Meteorological Station, Including Tower, Solar Power Station, and Security Fence

Source: LAC, 2012

4.3.1Temperature

Northern Nevada has a high-desert climate with cold winters and hot summers. The average minimum temperature in January is -10.6°C recorded from LAC on-site meteorological station recorded between 2012 and 2021. The lowest January temperature recorded during this time period is -16.4°C recorded in 2017. The summer temperatures reach up to 35°C to 40°C. Snow can occur from October to May, although it often melts quickly. Nearby mining operations operate continuously through the winter and it is expected that the length of the operating season at the Thacker Pass Project would be year-round.

The temperature recorded in the LAC station from 2011 to 2021 ranges from -18°C to +37°C. The frost depth for the Project is 0.635 m (24 in.) based on Humboldt County Basic Design Requirements.

4.3.2Precipitation

The area is generally dry, with annual precipitation ranging from 14.8 cm (5.8 inches) in 2020 to 39.9 cm (15.7 inches) in 2014 (Table 4-1). Winter precipitation (December to February) is higher with total monthly precipitation ranging from 0.1 cm to 9.5 cm. In the summer (June to August), precipitation is lower, with monthly precipitation ranging from 0.0 cm to 3.3 cm.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 4-1Annual Precipitation at the Thacker Pass Project Site (in cm)

Month	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
January	-	4.3	2.4	1.0	0.9	6.3	7.6	1.5	3.5	4.1	2.4
February	-	0.7	0.4	5.4	2.0	0.6	4.1	1.5	7.1	0.2	4.7
March	-	2.7	0.8	7.7	1.1	3.6	2.4	5.3	2.4	2.0	0.4
April	-	3.0	0.7	3.6	3.0	2.0	5.4	3.8	1.7	0.4	0.4
May	-	0.8	5.5	1.5	8.9	5.0	2.3	4.2	10.0	1.5	1.3
June	-	1.0	1.1	0.3	0.9	2.2	3.3	1.1	0.9	1.9	2.6
July	-	1.0	0.9	1.6	2.0	0.0	0.1	0.0	1.1	0.0	0.3
August	1.0	1.3	1.4	2.7	0.2	0.0	1.0	0.0	0.4	0.5	0.0
September	0.0	1.8	3.0	7.2	0.6	2.3	0.7	0.0	2.0	0.0	0.1
October	2.9	2.9	2.5	1.2	4.4	3.2	0.7	3.2	0.0	0.0	7.6
November	1.5	2.8	2.0	3.0	1.5	1.7	3.3	1.8	1.3	3.1	0.9
December	0.1	6.9	0.8	4.5	9.5	6.9	0.4	3.9	6.1	1.0	4.5
Annual Total	-	29.2	21.5	39.9	35.1	33.9	31.2	26.2	36.4	14.8	25.1
Minimum Monthly	-	0.7	0.4	0.3	0.2	0.0	0.1	0.0	0.0	0.0	0.0
Maximum Monthly	-	6.9	5.5	7.7	9.5	6.8	7.6	5.3	10.0	4.1	7.6

Source: LAC's on-site meteorological station

4.3.3Evaporation

Open water evaporation estimates are based on data from the Western Regional Climate Center from years 1948 through 2005 for the Rye Patch Reservoir, located approximately 90 km to the south at an elevation of 1,260 m. Using a pan coefficient of 0.7, the estimated open-water evaporation rate is 1.06 m per year.

The region is characterized by a water deficit, with estimated evaporation notably greater than recorded precipitation.

4.4Availability of Required Infrastructure

4.4.1Local Resources

A long-established mining industry exists in the Winnemucca area. Local resources include all facilities and services required for large-scale mining, including an experienced workforce. The area is about 50 km north of the Sleeper gold mine (currently under care and maintenance) and 100 km northwest of the Twin Creeks, Turquoise Ridge, and Getchell gold mines.

Additionally, there are several other gold and copper mines in the area which rely on the experienced workforce and support for mining operations. Most of the workforce for this Project is expected to originate from the local population.

There are several chemical processing operations (mostly pyrometallurgy and gold processing) in the local area. Experienced operations staffing may have to be brought into the area to operate the lithium processing plant.

4.4.2Infrastructure

The existing roads are maintained by the Nevada Department of Transportation. All are paved and in good repair. The roads are all-season roads but may be closed for short periods due to extreme weather during the winter season.

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

The nearest railroad access is in Winnemucca. This railroad is active and owned and maintained by Union Pacific. BNSF Railway has track rights to this line.

A 115 kV transmission line runs adjacent to State Route 293 through the Project site. This line is owned and operated by Harney Electric Cooperative (HEC). There is sufficient space within the Thacker Pass site to accommodate a prospective processing plant and mine support facilities, overburden placement site, waste rock storage facility, gangue storage facility, anticipated clay tailings filter stack (CTFS), water diversions, and containments. See the overall site general arrangement in Figure 15-1.

Although a natural gas transport line is located approximately 35 km to the south of the Project site, natural gas is not required for the Project.

4.4.3Water Rights

LAC has existing, fully certificated water rights within the Quinn River Valley (located 25 km east of the proposed mine site) totaling nearly 1.2 Mm³ (1,000 acre-feet) annually. On April 1, 2020, LAC submitted applications to the Nevada Division of Water Resources (NDWR) to change the point of diversion, manner of use, and place of use for Nevada Water Right Permits 68633 and 68634 related to those water rights. Approval is pending review by NDWR.

In addition, LAC entered into a Water Rights Purchase Agreement with a nearby ranch on November 26, 2018, providing LAC with the right to acquire additional water rights to support the proposed Project. In relation to those water rights, LAC has applied to NDWR to change the point of diversion, manner of use, and place of use for Nevada Water Right Permits 18494, 15605, 21059, 21060, 24617, 83819, 83820, 83821. Approval is pending review by NDWR.

The change applications pending at NDWR are subject to a well-defined administrative process specified under Nevada State Water Law. Two local ranches have filed protests of the water rights change applications. NDWR held a hearing to address those protests in December 2021. A final decision is expected in 2023.

After accounting for an adjustment due to conversion from agricultural use to mining-and-milling use, LAC anticipates approval of approximately 3.5 Mm³ (2,850 acre-foot) per year to support the proposed Project for Phase 1 and double that amount for Phase 2. Water is available outside of the caldera to the east of the mine. In September 2018, LAC drilled the Quinn Production Well to a depth of 172 m (565 feet) below ground surface. The well was drilled under an approved BLM Permit N94510. In October 2018, LAC performed a 72-hour constant rate pump test on the well to evaluate well performance and aquifer parameters. The testing determined water production from QRPW18-01 is adequate to supply LAC with process water, at sustainable production rate of 909 m³/h (3,500 gpm) or over 7.9 Mm³ (6,400 acre-foot) per annum (Piteau, 2019a). Per Piteau (2019), the production rate is limited by physical constraints of the column pipe and well diameter rather than aquifer performance, suggesting that future or backup wells with larger diameters may be capable of producing higher flows. The current suite of inorganic analytes from well samples meets drinking water standards; additional water quality testing will be conducted to support an application to qualify the wells for potable water uses.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

5History

On March 22, 2016, the Project owner announced a name change from Western Lithium USA Corp. to Lithium Americas Corp.  The name of the Kings Valley Project was changed to the Lithium Americas Project and was changed again in 2018 to the Thacker Pass Project (includes only the former Stage 1). In this section, any reference to WLC or the Kings Valley Project now refers to LAC and the Thacker Pass Project.

5.1Ownership History

Chevron USA (Chevron) leased many of the claims that comprised the lithium project to the J. M. Huber Corporation (Huber) in 1986. In 1991, Chevron sold its interest in the claims to Cyprus Gold Exploration Corporation. In 1992, Huber terminated the lease. Cyprus Gold Exploration Corporation allowed the claims to lapse and provided much of the exploration data to Jim LaBret, one of the claim owners from which they had leased claims. WEDC, a Nevada corporation, leased LaBret's claims in 2005, at which time LaBret provided WEDC access to the Chevron data and access to core and other samples that were available.

Pursuant to an agreement signed on December 20, 2007, between WEDC, a subsidiary of Western Uranium Corporation, and WLC (which was then a subsidiary of Western Uranium Corporation), WEDC leased the mining claims to WLC for the purpose of lithium exploration and exploitation. This agreement granted WLC exclusive rights to explore, develop, and mine or otherwise process any and all lithium deposits discovered on the claims, subject to royalty payments. The leased area, at that time, included the entirety of the Thacker Pass Deposit and included 1,378 claims that covered over 11,000 ha.

Lithium deposits to be exploited included, but were not limited to, deposits of amblygonite, eucryptite, hectorite, lepidolite, petalite, spodumene, and bentonitic clays. Rights to all other mineral types, including base and precious metals, uranium, vanadium, and uranium-bearing or vanadium-bearing materials or ores were expressly reserved by WEDC. The term of that lease agreement was 30 years. The lease granted WLC the exclusive right to purchase the unpatented mining claims (UM Claims) comprising a designated discovery, subject to the royalty and other rights to be reserved by WEDC and subject to WLC's obligations under the deed to be executed and delivered by WEDC on the closing of the option.

In July 2008, WLC ceased to be wholly owned by Western Uranium Corporation and became an independent publicly traded company.

Effective February 4, 2011, Western Uranium Corporation, WEDC, and WLC entered into an agreement for the purchase by WLC from WEDC of the royalties and titles for the then-named Kings Valley mineral property.

In March 2011, the parties completed the transaction for the sale by WEDC to WLC of the royalties and titles constituting all of the Kings Valley mineral property. As a result of this transaction, the existing lease and royalty arrangements between the two companies on the Kings Valley property, including the Net Smelter Returns and Net Profits Royalties on any lithium project that the company developed, were terminated. WLC held control and full ownership of the then-named Kings Valley property mining claims and leases, excluding a gold exploration target (on the Albisu property) and a 20% royalty granted by WEDC to Cameco Global Exploration II Ltd. solely in respect of uranium.

5.2Exploration History

In 1975, Chevron began an exploration program for uranium in the sediments located throughout the McDermitt Caldera. Early in Chevron's program, the USGS (who had been investigating lithium sources) alerted Chevron to the presence of anomalous concentrations of lithium associated with the caldera. Because of this, Chevron added lithium to its assays in 1978 and 1979, began a clay analysis program, and obtained samples for engineering work, though uranium remained the primary focus of exploration.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

Results supported the high lithium concentrations contained in clays. From 1980 to 1987, Chevron began a drilling program that focused on lithium targets and conducted extensive metallurgical testing of the clays to determine the viability of lithium extraction.

5.3Historic Production from the Property

Prior owners and operators of the property did not conduct any commercial lithium production from the property.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

6Geological Setting, Mineralization, and Deposit

The Thacker Pass Project is located within an extinct 40x30 km supervolcano named McDermitt Caldera, straddling the Oregon-Nevada border. The McDermitt Caldera formed approximately 16.3 million years ago as part of a time-transgressive hotspot currently underneath the Yellowstone Plateau of Wyoming, Idaho, and Montana. Following an initial eruption of the ignimbrite and concurrent collapse of the McDermitt Caldera, a large lake formed in the caldera basin. This lake water was extremely enriched in lithium due to extensive hydrothermal activity and natural leaching of lithium from the lithium-rich volcanic rocks associated with caldera volcanism. This resulted in the accumulation of a thick sequence of lithium-rich muddy lacustrine clays at the bottom of the lake.

Renewed volcanic activity uplifted the center of the caldera, altering some of the smectite clays to illite, draining the lake and bringing the lithium-rich moat sediments to the surface of the earth. The result of these geological processes is a high-grade, large, and near-surface lithium deposit called the Thacker Pass Project.

6.1Regional Geology

The Thacker Pass Project is located within the McDermitt Volcanic Field, a volcanic complex with four large rhyolitic calderas that formed in the middle Miocene (Benson et al., 2017a). Volcanic activity in the McDermitt Volcanic Field occurred simultaneously with voluminous outflow of the earliest stages of the approximately 16.6 Ma to 15 Ma Columbia River flood basalt lavas. This volcanic activity was associated with impingement of the Yellowstone plume head on the continental crust (Coble and Mahood, 2012; Benson et al., 2017a). Plume head expansion underneath the lithosphere resulted in crustal melting and surficial volcanism along four distinct radial swarms centered around Steens Mountain, Oregon (Figure 6-1; Benson et al., 2017a).

The McDermitt Volcanic Field is located within the southeastern-propagating swarm of volcanism from Steens Mountain into north-central Nevada (Benson et al., 2017a). The Thacker Pass Project is located within the largest and southeastern most caldera of the McDermitt Volcanic Field, the McDermitt Caldera (Figure 6-1).

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 6-1Regional Map Showing the Location of the McDermitt Caldera in the Western US

Source: Lithium Americas Corp. (2022)

6.2Geologic History of the McDermitt Caldera

6.2.1Pre-Caldera Volcanism

Prior to collapse of the McDermitt Caldera at 16.33 Ma, volcanism in the northern portion of the McDermitt Volcanic Field and locally small volumes of trachytic to rhyolitic lavas erupted near the present-day Oregon-Nevada border in the Trout Creek and Oregon Canyon Mountains (Figure 6-1). These lavas and the flood basalts are exposed along walls of the McDermitt Caldera and are approximately 16.5 Ma to approximately 16.3 Ma years old (Benson et al., 2017a; Henry et al., 2017).

6.2.2Eruption of the Tuff of Long Ridge and Collapse of the McDermitt Caldera

The trachytic to rhyolitic Tuff of Long Ridge erupted at approximately 16.33 Ma and formed the 30 km by 40 km keyhole-shaped McDermitt Caldera (Figure 6-1) that straddles the Oregon-Nevada border. Rytuba and McKee (1984) and Conrad (1984) initially interpreted the McDermitt Caldera as a composite collapse structure formed on piecewise eruption of four different ignimbrites from a single magma chamber. Henry et al. (2017) refined the stratigraphy to a singular ignimbrite they call the McDermitt Tuff (herein called the Tuff of Long Ridge to avoid confusion).

Regional reconnaissance work by Benson et al. (2017a) indicates that there was one large laterally extensive and crystal-poor (<3% feldspar) caldera-forming eruption (Tuff of Long Ridge), though other smaller-volume tuffs are exposed close to the vent and their eruptions and concomitant collapses may have contributed to the peculiar shape of the caldera. An estimated approximately 500 km³ of ignimbrite ponded within the caldera during the eruption, with approximately 500 km³ spreading out across the horizon up to 60 km from the caldera (Benson et al., 2017a; Henry et al., 2017).

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

6.2.3Post-Caldera Activity

Following eruption of the Tuff of Long Ridge, a large lake formed in the caldera depression. Authigenic and detrital sediments and a subordinate volume of volcanic rock (tephra, basaltic lava, rhyolitic tuff) accumulated in the bottom of the lake. Sedimentation was likely active for several hundreds of thousands of years given that nearby Miocene caldera lakes lasted approximately this long (Coble and Mahood, 2012; Benson et al., 2017a). ⁴⁰Ar/³⁹Ar dates on primary tephra and authigenic feldspar from the sedimentary sequence are as young as approximately 14.9 Ma, indicating that sedimentation and mineralization occurred for at least approximately 1.5 million years (Castor and Henry, 2020). During this interval, the caldera underwent a period of resurgence similar to that of the Valles Caldera in New Mexico (Smith and Bailey, 1968). This resurgence occurred approximately 16.2 Ma (Castor and Henry, 2020) and uplifted a large volume of intracaldera ignimbrite and caldera lake sediments that form the present-day Montana Mountains (Figure 6-2).

Figure 6-2Simplified Geological Map of the Southern Portion of the McDermitt Caldera and the Thacker Pass Project

Source: Lithium Americas Corp. (2022)

Note: The lithium resources in this TRS are hosted within the Caldera Lake Sediments

A hydrothermal event associated with magmatic resurgence introduced to the system a hot, acidic fluid rich in Li, Potassium (K), Fluorine (F), Molybdenum (Mo), Cesium (Cs), Rubidium (Rb) and other elements associated with hydrothermal systems (Ingraffia et al., 2020). This fluid altered much of the smectite-bearing clays in the vicinity of Thacker Pass to a lithium-bearing illite, localized around intracaldera normal faults (Figure 6-2).

Beginning around 12 Ma, Basin and Range normal faulting associated with the extending North American lithosphere (Colgan et al., 2006; Lerch et al., 2008) caused uplift of the western half of the McDermitt Caldera and subsidence of Kings River Valley. Faults formed along reactivated ring fractures of the western McDermitt Caldera, and the Tuff of Thacker Creek. This uplift sped up the weathering and erosion of rocks within the caldera.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

6.3Mineralization

6.3.1Thacker Pass Deposit

The Thacker Pass Deposit sits sub-horizontally beneath a thin alluvial cover at Thacker Pass and is partially exposed at the surface (Figure 6-2). The Thacker Pass Deposit contains the targeted multi-phase mining development of the Thacker Pass Project. It lies at relatively low elevations (between 1,500 m and 1,300 m) in caldera lake sediments that have been separated from the topographically higher deposits to the north due to post-caldera resurgence and Basin and Range normal faulting. Exposures of the sedimentary rocks at Thacker Pass are limited to a few drainages and isolated road cuts. Therefore, the stratigraphic sequence in the deposit is primarily derived from core drilling.

The sedimentary section, which has a maximum drilled thickness of about 160 m, consists of alternating layers of claystone and volcanic ash. Basaltic lavas occur intermittently within the sedimentary sequence. The claystone comprises 40% to 90% of the section. In many intervals, the claystone and ash are intimately intermixed. The claystones are variably brown, tan, gray, bluish-gray and black, whereas the ash is generally white or very light gray. Individual claystone-rich units may laterally reach distances of more than 152 m, though unit thickness can vary by as much as 20%. Ash-rich layers are more variable and appear to have some textures that suggest reworking. All units exhibit finely graded bedding and laminar textures that imply a shallow lacustrine (lake) depositional environment.

Surficial oxidation persists to depths of 15 m to 30 m in the moat sedimentary rock. Oxidized claystone is brown, tan, or light greenish-tan and contains iron oxide, whereas ash is white with some orange-brown iron oxide. The transition from oxidized to unoxidized rock occurs over intervals as much as 4.5 m thick.

The moat sedimentary section at Thacker Pass overlies the hard, dense, indurated intra-caldera Tuff of Long Ridge. A zone of weakly to strongly silicified sedimentary rock, the Hot Pond Zone (HPZ), occurs at the base of the sedimentary section above the Tuff of Long Ridge in most of the cores retrieved from the Thacker Pass Deposit. Both the HPZ and the underlying Tuff of Long Ridge are generally oxidized. A general stratigraphic column has been included as Figure 6-3 and shows the local geological units, descriptions of the units, and average thicknesses of the units. 

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for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 6-3Local Geologic Stratigraphic Column

Source: Lithium Americas Corp. (2023)

Core from each drill hole has been examined and drill logs have been prepared that record rock type, color, accessory minerals, textures and other features of significance. The core has mostly been divided into sample intervals for chemical analyses delineated on the basis of lithology. Figure 6-4 shows a generalized interpretation of the lithology for core hole WLC-043 which is located roughly in the middle of the proposed EIS pit area. The core data is the basis of the geologic model discussed in Section 11. Cross sections showing the lithological description and lateral continuity of lithological units are shown in Figure 11-3.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 6-4Interpreted and Simplified Sample Log for Drill Hole WLC-043, Li Assay Data, Alteration Phases Identified by X-ray Diffraction, and Thin Section Imagery

Source: Lithium Americas Corp. (2022)

Most of the moat sedimentary rocks drilled in the Thacker Pass basin contain high levels of lithium (>1,000 ppm). Intervals that consist mostly of ash or volcanic rock have lithium contents of less than 800 ppm whereas intervals dominated by claystone contain more lithium (>1,000 ppm). Many intervals have very high lithium contents (>4,000 ppm). Intervals with extreme lithium contents (>8,000 ppm) occur sporadically in the deposit.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

There is no obvious change in lithium content across the boundary between oxidized and unoxidized rock. The highest lithium grades generally occur in the middle and lower parts of the sedimentary rock section, or in sections where these rocks have been uplifted to surface. Lithium grade continuity through the deposit can be visualized in Figure 11-5 which shows the high-grade mineralized zone in the deposit. 

The lithium content of the Thacker Pass Deposit claystone can generally be correlated to the color and texture of the rock, as well as the amount of mixed-in ash. Intervals with the highest lithium grades (>4,000 ppm) generally contain gray to dark-gray or black claystone with less than 10% ash. Intervals of bluish-gray claystone with low ash content have moderate lithium content (generally 2,500 ppm to 3,000 ppm). Intervals of light-colored claystone (e.g., tan, light gray, greenish-tan) have lower lithium grades (generally 1,500 ppm to 2,500 ppm). Intervals of mixed claystone and ash are common and have variable lithium contents (generally 1,500 ppm to 3,000 ppm) depending on the type of claystone and proportion of ash present.

6.3.2Mineralogy

Clay in the Thacker Pass Deposit includes two distinctly different mineral types, smectite and illite, based on chemistry and X-ray diffraction (XRD) spectra. Clay with XRD spectra that are indicative of smectite (12 - 15 Å basal spacing) occurs at relatively shallow depths in the deposit (Figure 6-5; Castor and Henry, 2020). Smectite drill intervals contain roughly 2,000 - 4,000 ppm Li (Figure 6-5). The chemistry and structure of the smectite at McDermitt is most similar to hectorite, a subtype of smectite (Na_0,3(Mg,Li)₃Si₄O₁₀(OH)₂), though chemically the clay is intermediate between hectorite and two other smectites, stevensite and saponite (Morissette, 2012). Supported hectorite clay occurs elsewhere in the McDermitt Caldera and has been documented by several authors (e.g., Odom, 1992; Rytuba and Glanzman, 1978; Morissette, 2012; Castor and Henry, 2020).

Drill intervals with higher lithium contents (commonly 4,000 ppm Li or greater; Figure 6-5) contain clay 001 d spacing (Figure 6-5) typical for illite (Morissette, 2012; Castor and Henry, 2020). This illite clay occurs at relative moderate to deep depths in the moat sedimentary section and sporadically occurs in intervals that contain values approaching 9,000 ppm lithium in terms of a whole-rock assay, higher than what a hectorite crystal can accommodate. The Li-rich illite is similar in character to tainiolite, a subtype of illite (K₂[Mg₄Li₂]Si₈O₂₀(OH,F)₄) (Morissette, 2012; Castor and Henry, 2020). A relatively thin zone of interstratified smectite-illite clay is found between the smectite and illite-type clay (Figure 6-5; Castor and Henry, 2020). Clays in this mixed layer contain basal spacing intermediate between illite and smectite (Figure 6-5).

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Figure 6-5Assay Lithium Content Plotted Against Clay X-Ray Diffraction Data from Drill Holes WLC-043, WLC-006, and WLC-067

Source: Castor and Henry (2020)

Note: Blue Dots Represent Assay Data From Holes WLC-043, WLC-006, and WLC-067

X-ray diffraction data from drill holes WLC-043, WLC-006, and WLC-067 indicate that higher lithium content in the assay intervals correlates with the higher proportions of illite in the sample (Figure 6-5; Castor and Henry, 2020).

Because the assay interval (5 ft or 1.5 m) is coarser than the finely laminated sediments (often sub-cm) and can contain a variety of lithologies due to randomization, separating clay material out an individual assay interval can obtain a more accurate representation of the composition of the clay itself. Clay concentrates from different sections of the deposit were analyzed by Morissette (2012) and can be used to estimate the bulk composition of a pure clay separate. Illite clay concentrates from Thacker Pass have an average composition of 1.2 wt. % Li (12,000 ppm Li) with 10 Å basal spacing and smectite clay concentrates have an average composition of 0.5 wt. % Li (5,000 ppm Li) with approximately 15 Å basal spacing (Table 6-1).

The smectite clay concentrates at Thacker Pass have a lithium content similar to hectorite clay concentrate at Hector, California (around 5,700 ppm Li; Morissette, 2012; and higher than the average of all clay concentrates at Clayton Valley, Nevada (approximately 3,500 ppm Li average; Morissette, 2012). The illite clay concentrates at Thacker Pass contain approximately twice the concentration of lithium as the hectorite concentrate from Hector, California and approximately three times the concentration of lithium from clay concentrates in Clayton Valley, Nevada.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 6-1Chemical Analyses of Thacker Pass Smectite and Illite Clay Concentrates

Category	Smectite	Illite
Li (wt. %)	0.5	1.2
Li2O (wt. %)	1.1	2.6
Mg (wt. %)	11.4	11.2
Ca (wt. %)	0.9	0.2
001d Basal Spacing (Å)	14.95	10
Notes: 1.All data from Morissette, C.L. (2012). "The Impact of Geological Environment on the Lithium Concentration and Structural Composition of Hectorite Clays." MS Thesis, University of Nevada-Reno, 244 p. 2.For sample preparation and analytical methodologies, see Morissette (2012). 3.Smectite data are averages of WLC03-01 and WLC03-02 in Morissette (2012), Table 9. 4.Illite data are averages of WLC03-03, WLC03-04, and WLC03-05 in Morissette (2012), Table 9. 5.001 d basal spacing from air-dried oriented averages in Morissette (2012), Table 7 (smectites) and Table 8 (illites). 6.The conversion factor from Li2O to Li is 0.464. 7.The conversion factor from MgO to Mg is 0.6031. 8.The conversion factor from CaO to Ca is 0.7146.

Other minerals in the Thacker Pass Deposit claystone include calcite, quartz, K-feldspar, plagioclase, dolomite, and fluorite. Pyrite and bitumen occur in the claystone below near-surface oxidized rock. Ash beds in the Thacker Pass Deposit contain quartz and feldspar with local analcime, and minor clay and pyrite. Zeolite minerals are typically present in the north part of the caldera, but analcime is the only zeolite present in the Thacker Pass Deposit (Glanzman and Rytuba, 1979; Castor and Henry, 2020). Carbonates (calcite and dolomite) are present throughout the deposit as primary sedimentary beds and rosettes and masses (Castor and Henry, 2020). Fluorite occurs in the mixed smectite/illite and illite zones and is interpreted by Castor and Henry (2020) to be the product of a secondary fluid. Fluorite often replaces calcite in the illitic portion of the sedimentary sequence, further supporting its genesis as a secondary fluid.

6.3.3Discussion

The regional geological setting of this deposit is well-known and understood. The lithium bearing clays are contained within the lacustrine caldera moat sediments that are bounded by the outer wall of the caldera and inner resurgent dome. The local geological setting and degree of local lithium grade variations, within the modeled area, are adequately known for the Thacker Pass Deposit for resource estimation.

6.4Deposit Types

6.4.1Lithium Mineralization

Lithium enrichment (>1,000 ppm Li) in the Thacker Pass Deposit and deposits of the Montana Mountains occur throughout the caldera lake sedimentary sequence above the intra-caldera Tuff of Long Ridge. The deeper illite-rich portion of the sedimentary sequence contains higher lithium than the shallower, smectite-rich portion. The uplift of the Montana Mountains during both caldera resurgence and Basin and Range faulting led to increased rates of weathering and erosion of a large volume of caldera lake sediments. As a result, much of the sediments in the Montana Mountains have eroded away.

South of the Montana Mountains in the Thacker Pass Deposit, caldera lake sediments dip slightly away from the center of resurgence. Because of the lower elevations in Thacker Pass, a smaller volume of the original caldera lake sedimentary package eroded south of the Montana Mountains. As a result, the thickness of the sedimentary package increases with distance from the Montana Mountains. The proposed open-pit mining activity is concentrated just south of the Montana Mountains in Thacker Pass where lithium enrichment is close to the surface with minimal overburden.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

7Exploration

7.1Exploration Work

Exploration work has consisted of:

a)geological mapping to delineate the limits of the McDermitt Caldera moat sedimentary rocks,

b)topographic survey work

c)Claim survey

d)a seismic survey

e)bulk sampling with auger drilling

7.1.1Geological Mapping

Regional mapping of the McDermitt Caldera has been conducted by the Nevada Bureau of Mines. This mapping has been used to outline the McDermitt Caldera moat sediments that host the lithium bearing claystone. LAC exploration geologist, Dr. Thomas Benson, has also conducted mapping and analytical work within the southern area of the McDermitt Caldera. Collaborative analytical research with external researchers from federal labs and universities across the world is ongoing to further refine the geology of the Thacker Pass Deposit and improve the genetic model.

7.1.2Topographic Survey

Topography survey work was completed prior to 1980 under Chevron's exploration program. Most of the Project area has been surveyed by airborne gamma ray spectrometry, in search of minerals such as uranium. Anomalously high concentration of lithium was discovered to be associated with the caldera.  Lithium became the primary focus of exploration from 2007 onward.

A collar survey was completed by LAC for the 2007-2008 drilling program using a Trimble GPS (Global Positioning System). At that time the NAD 83 global reference system was used. Comparing LAC's survey work with that done by Chevron showed near-identical results for the easting and northings, elevations were off by approximately 3 m and were corrected in order to conform with earlier Chevron work.

The topographic surface of the Project area was mapped by aerial photography dated July 6, 2010. This information was obtained by MXS, Inc. for LAC. The flyover resolution was 0.35 m. Ground control was established by Desert-Mountain Surveying, a Nevada licensed land surveyor, using Trimble equipment. Field surveys of drill hole collars, spot-heights and ground-truthing were conducted by Mr. Dave Rowe, MXS, Inc., a Nevada licensed land surveyor, using Trimble equipment.

7.1.3Claim Survey

Claim surveying for Chevron was performed by Tyree Surveying Company, Albuquerque, New Mexico and Desert Mountain Surveying Company, Winnemucca, Nevada. According to Chevron (1980), both companies used theodolites and laser source electronic distance meters to survey the claims. Records show that both companies were contracted to survey the drill hole locations. It is presumed that the same instrumentation was used for the collar locations. The reported error was within 0.1515 m horizontally and 0.303 m vertically. The survey coordinates were reported in UTM NAD 27. 

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7.1.4Seismic Survey

In 2017 LAC conducted five seismic survey lines (Figure 7-1). A seismic test line was completed in July 2017 along a series of historic drill holes to test the survey method's accuracy and resolution in identifying clay interfaces. The seismic results compared favorably with drill logs. As illustrated by the yellow line in Figure 7-2, the contact between the basement (intracaldera Tuff of Long Ridge) and the caldera lake sediments (lithium resource host) slightly dips to the east. Four more seismic survey lines were commissioned in the Thacker Pass Project area (Figure 7-1). The additional seismic lines provide a more complete picture of the distribution, depth, and dip of clay horizons around the edge and center of the moat basin.

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Figure 7-1Locations of Seismic Surveys Conducted in 2017

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 7-2Results from one of the Seismic Test Lines (A-A')

Source: Lithium Americas Corp. (2022)

7.1.5Bulk Sampling with Auger Drilling

In August 2018 and October 2019 LAC used a large diameter auger (1 m to 1.3 m) to drill six holes up to 26 m deep for the purpose of collecting bulk claystone samples for metallurgical process testing. LNC and WLC core holes were evaluated for clay type, lithium grades and calcium grades near surface to be representative samples of the whole Thacker Pass deposit. The six auger holes twinned the selected holes such that no independent laboratories assayed the samples collected. These holes were not used in the resource model.

Another auger bulk sampling program was performed in September 2022 to collect additional claystone samples for metallurgical process testing.  Seven holes up to 26 m in depth were sampled targeting varying ratios of smectite and illite claystones.  Samples were collected in 48" x 48" bulk bags and transported to the LNC core shed for storage and blending.  The seven auger holes twinned selected existing LNC and WLC holes; thus, the auger holes were not used in the resource model. 

7.2Exploration Drilling

The Thacker Pass Deposit area has been explored for minerals since the 1970s under three different drilling campaigns (see Table 7-1):

• Exploration began with Chevron using rotary and coring drilling methods. 
• LAC performed two subsequent drilling campaigns in 2007-2010 and 2017-2018.  The LAC drilling campaigns consisted of a combination of HQ, PQ, RC, and sonic coring and drilling methods. 

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Table 7-1Drill Holes Provided in Current Database for the Thacker Pass Deposit

Drilling Campaign	Number Drilled	Type	Hole IDs in Database	Number used in Resource Model	Average Core Recovery
Chevron	24	Rotary	PC-84-001 through PC-84-012, PC-84-015 through PC-84-026	0	N/A
	1	Core	PC-84-014c	0	N/A
LAC 2007-2010	230	HQ Core	WLC-001 through WLC-037, WLC-040 through WLC-232	227	90%
	7	PQ Core	WPQ-001 through WPQ-007	0	N/A
	5	HQ Core	Li-001 through Li-005	0	N/A
	8	RC	TP-001 through TP-008	0	N/A
	2	Sonic	WSH-001 through WSH-002	0	N/A
LAC 2017-2018	144	HQ Core	LNC-001 through LNC-144	139	91%

7.2.1Chevron

During Chevron's exploration tenure, core was collected from the drills twice a day and descriptively logged by geologists at Chevron's field camp. Chip samples from rotary drills were logged at the drill site. Two composite samples were collected every 1.524 m (i.e., downhole samples were collected every 5 ft) and bagged. The geologist logging the hole made a chip board at the drill site. The chipboards consisted of drill cuttings glued to a 25.4 mm by 101.6 mm board whose vertical scale was 25.4 mm = 3.48 m. Lithological logging of both core and chip samples highlighted lithologic units, contacts, mineralization, alteration, and brecciation.

The Chevron drill holes were excluded from consideration in the grade model due to unknown sample quality controls at the time of drilling.

7.2.2LAC Drilling

Drilling methods were compared to test for sample bias, using core drilling as the standard. Rotary, sonic, and reverse circulation drilling all showed slight sample biases when compared to core drilling. Only core holes were used for resource modeling to minimize the chance of sample bias. The QP believes that the drilling, logging, and sampling techniques procedures used are of reasonable quality and representative of the deposit. In the Thacker Pass Deposit, sample assays, geologic logging and area domains by structural faults were incorporated into the block model. This dataset is adequate for resource grade estimation.

Thirty-seven core holes (WLC-001 through WLC-037) were drilled specifically for assay and lithologic information. Eight Reverse Circulation (RC) holes were drilled to compare drilling techniques.

The RC drilling method biased assay results so the method was abandoned. Seven PQ-sized core holes were drilled with the intent to provide samples for metallurgical test work. Two sonic holes were drilled to test the drilling method; it was determined that the lithologic sample quality was not comparable to traditional core drilling and therefore sonic drilling was abandoned.

In 2008, LAC drilled five confirmation HQ core drill holes (Li-001 through Li-005) to validate the Chevron drilling results. Five historic Chevron drill holes that are broadly distributed across the Montana Mountains were selected to twin. Results demonstrated that the Chevron assay data was reliable enough to guide further exploration work.  These holes were not used in the resource estimation.

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From January 2010 through June 2011, August 2017 through December 2017, and June 2018 through November 2018, LAC initiated a definition drilling campaign to define a Measured and Indicated Resource for lithium (Figure 7-3). LAC core was collected once a day and transported back to the LAC secure core shed outside Orovada, Nevada. Core was cleaned and logged for lithology, oxidation, alteration and core recovery. All cores were photographed with high resolution digital cameras and samples were stored in locked buildings accessible by LAC personnel or contractors.

LAC conducted exploration drilling in June 2017, drilling 22 widely spaced HQ core holes. Results of this work help expand the known resource to the northwest of the 2009-2010 drilling, identify a target south of the highway in an area designated the Southwest Basin (SW Basin), and further understand the local geology across Thacker Pass. All anomalous amounts of lithium occurred in clay horizons.

227 holes from the 2007-2010 campaigns and 139 holes from the 2017-2018 campaigns were used in the 2022 Mineral Resource in this report (Figure 7-3).  The eight holes not included in the resource model were excluded due to the holes proximity to other existing holes with more extensive data analyses.  Lithological interpretations of the drill holes from the 2007-2010 and 2017-2018 drilling campaigns are shown in Figure 11-3.

Core recoveries per core run were tabulated and weight averaged for the LNC 2007-2010 and LNC 2017-2018 drilling campaigns and have been shown in Table 7-1.  Only holes used in the resource model were evaluated for core recovery.  Core recoveries in the upper three feet of each core run were excluded since the majority of this material is alluvium and not included in the resource model.  Core recoveries in the upper three feet is generally not representative of overall core recovery due to the core loss from the initial advancement of the core barrel. 

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Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 7-3Drill Hole Map of Thacker Pass Deposit

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Assays for drill holes prior to January 2010 (WLC-001 through WLC-037) had analytical work completed by American Assay Labs (AAL) in Nevada. The AAL results failed multiple quality control checks and was determined unfit to use in the resource model. As a remedy, these holes had pulps from the ore zone re-assayed in 2010 by ALS Global (ALS) in Reno, Nevada who now perform all assay work for LAC. The re-assayed samples only reported lithium grade while all other results include ALS' entire ME-MS61 ICP suite of 48 elements. Assay interval length was chosen by the geologist based on lithology and claystone color.  The assay data can be visualized through Figure 11-5.  Downhole assays and interpolated lithium grades are presented in the cross-sectional views. 

Initially optimal drill hole spacing for Inferred, Indicated, and Measured categories was determined by geostatistical methods based on the results of the first 37 drill holes (WLC-001 through WLC-037). After LAC concluded drilling in 2017 the drill hole spacing geostatistics was re-evaluated with an additional 193 WLC holes (WLC-040 through WLC-232) and the drill hole spacing was widened for the 2018 drilling while maintaining the same Inferred, Indicated and Measured confidences. An example of the drill core used in the geologic and grade model are shown in Figure 7-4.

Figure 7-4Photograph of Core after Geologic Logging

Source:  Lithium Americas Corp. (2021)

Collar surveying for LAC for the 2007-2010 drilling program used a Trimble GPS using the UTM NAD83, Zone 11 coordinate system. The collar locations for the Chevron drill holes were updated to the NAD83 coordinate system at that time. Comparing LAC survey work with what was performed by Chevron showed near identical results for the easting and northings; elevations were off by approximately 3 m and were corrected to conform to earlier Chevron work.

Collar surveying for the 2017-2018 LAC drilling campaign was conducted using a handheld Garmin 62S GPS set to UTM NAD83 Zone 11 with accuracy of ±3 m in the X and Y planes. In December 2017, a high-resolution LiDAR and aerial photo survey of Thacker Pass was conducted in November of 2017 by US Geomatics with a reported accuracy of ±0.08 m. The collar elevations of the 2017-2018 drill holes were then corrected in the drill hole database to the surveyed surface elevation. The average change was an increased elevation of 0.286 m.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

From 2009 to 2010, downhole surveys were conducted on selected holes using a Boart-Longyear Trushot magnetic downhole survey tool to verify the holes were not deviating from vertical. Holes drilled in 2017-2018 were down hole surveyed using the same tool whenever the depth exceeded 30 m. All holes were drilled vertical or nearly vertical with the exception of WLC-058 (Azimuth: 180º Dip: -70º) and LNC-083 (Azimuth: 180º Dip: -60º) which were intentionally drilled at angles.

7.2.3Clay Property Drilling

In 2017, eight drill holes (LNC-049 through LNC-056 and LNC-086) were drilled to depths less than 16 m to collect samples for LAC's subsidiary RheoMinerals Inc. for exploration of industrial clay. These samples were not geologically logged nor assayed. These samples are not included in the resource estimation.

7.2.4QP's Opinion

The Thacker Pass Project is known for significant amounts of lithium contained in sub-horizontal clay beds in the McDermitt Caldera. Past and modern drilling results show lithium grade ranging from 2,000 ppm to 8,000 ppm lithium over great lateral extents among drill holes. There is a fairly continuous high-grade sub-horizontal clay horizon that exceeds 5,000 ppm lithium across the Project area as shown in the cross-sections in Figure 11-5. This horizon averages 1.47 m thick with an average depth of 56 m down hole. The lithium grade for several meters above and below the high-grade horizon typically ranges from 3,000 ppm to 5,000 ppm lithium. The bottom of the deposit is well defined by a hydrothermally altered oxidized ash and sediments that contain less than 500 ppm lithium, and often sub-100 ppm lithium (HPZ). All drill holes, except WLC-058 and LNC-083, are vertical which represent the down hole lithium grades as true-thickness and allows for accurate resource estimation.

The Chevron holes were not used for the resource reporting but as a general guide for exploration planning since these holes primary focus was on uranium and not lithium.  RC drilled holes were not utilized in the resource model due to analytical biases generated by this drilling method. The traditional core drilling method was determined to be best suited for sampling this deposit for lithological and analytical investigations.

The drilling techniques, core recovery, and sample collection procedures provided results that are suitable for use in resource estimation. There are no drilling, sample, or recovery factors that materially impact the accuracy and reliability of results. The data is adequate for use in resource estimation.

7.3Hydrogeologic System Characterization

This section provides the required content identified by 17 CFR 229.601(b)(9)(iii)(B)(7)(iii).

Information about the regional hydrogeologic system near the Thacker Pass project area is summarized in Hydrogeologic Characterization Methods (Section 7.3.1), Characterization Results and Interpretation (Section 7.3.2), and Qualified Person's Opinion (Section 7.3.3).

7.3.1Hydrogeologic Characterization Methods

Characterization of the hydrogeologic system (i.e., groundwater flow system) in the project area is based primarily on collection and interpretation of field data to assess in-situ hydrogeologic conditions. Virtually no laboratory data was used in the characterization of the groundwater flow system. This is a common approach for characterizing the physical components of groundwater flow systems.

Developing an understanding of the groundwater flow system in the project area utilized regional scale geology and hydrogeology investigations published by federal and state agencies and academic researchers, and project-scale geologic and hydrogeologic characterization information developed for the Thacker Ridge project by the private sector. This section addresses the project-scale characterization.  data. Thacker Pass Project Baseline Hydrologic Data Collection Report (Piteau Associates, 2019) was prepared for Lithium Nevada Corporation and describes the regional-scale information utilized and the project-scale characterization performed to develop an understanding of the groundwater flow system in the project area.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

The following third-party reports were utilized to develop an understanding of regional-scale geology and hydrogeology.

• Geology and 40Ar/39Ar geochronology of the middle Miocene McDermitt volcanic field, Oregon and Nevada: Silicic volcanism associated with propagating flood basalt dikes at initiation of the Yellowstone hotspot. (Benson et al., 2017).

• Geology, geochemistry, and origin of volcanic rock-hosted uranium deposits in northwestern Nevada and southeastern Oregon. (Castor and Henry, 2000).

• Initial impingement of the Yellowstone plume located by widespread silicic volcanism contemporaneous with Columbia River flood basalts. (Coble and Mahood, 2012).

• The mineralogy and petrology of compositionally zoned ash flow tuffs, and related silicic volcanic rocks, from the McDermitt Caldera Complex, Nevada-Oregon. (Conrad, 1984).

• Geology and evolution of the McDermitt caldera, northern Nevada and southeastern Oregon, western USA. (Henry et al., 2017).

• Effects of Irrigation Development on the Water Supply of Quinn River Valley Area, Nevada and Oregon 1950-64. (Huxel and Parkes, 1966).

• The Effects of Pumping on the Hydrology of Kings River Valley, Humboldt County, Nevada. (Malmberg and Worts, 1966).

• State Engineer Order 285. Designating and Describing the Quinn River Valley Basin. (Nevada Division of Water Resources, 1965).

• State Engineer Order 740. Designating and Describing the Kings River Valley. (Nevada Division of Water Resources, 1965.).

• Peralkaline Ash Flow Tuffs and Calderas of the McDermitt Volcanic Field, Southeast Oregon and North Central Nevada. (Rytuba and McKee, 1984).

• Geology and Ground-Water Resources of Quinn River Valley, Humboldt County, Nevada. (Vishner, 1957)

• Major Ground-Water Flow Systems in the Great Basin Region of Nevada, Utah, and Adjacent States. (USGS, 1988)

• Ground Water in the Alluvium of Kings River Valley Humboldt County. (Zones, 1963).

Characterization information from the project-specific geologic exploration and drilling program (Sections 7.1 and 7.2) was used to refine the understanding of the geology in the project area.

Additional project-specific characterization of the groundwater flow system was performed in several phases as documented by Piteau Associates (2019).

• 2011 groundwater investigation by Lumos and Associates
  • Drilled and tested four boreholes
  • Completed one borehole, the remaining three were abandoned after testing
  • Began monitoring in one borehole which has continued to present
  • Initial identification and assessment of springs and seeps 
• 2011 groundwater investigation by Schlumberger Water Services
  • Drilled seven boreholes
  • Performed a hydraulic test in an open drill hole

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• Completed one production well, 4 monitoring wells, and abandoned 2 boreholes after testing
• Completed a 56-hour constant rate test in the production well at a rate of 76 gpm, resulting in over 210 ft of drawdown.
• Began monitoring water level in 5 wells, which has continued to the present

• 2011-2013 seep and spring survey by SRK Consulting
  • Surveyed conditions and flowrate at 36 springs and seeps
• 2017 Groundwater resource investigation for mine water supply in Quinn River Valley by Piteau Associates
  • Surface geophysical investigation
  • Installed a test well and completed hydraulic testing (pumping test) to predict the production rate from a future supply well
  • Converted the test well to a piezometer for monitoring water levels during pumping tests
• 2018 water supply well installation and testing by Piteau Associates.
  • Installed a well in the Quinn River alluvial aquifer to supply water for mine operations.
  • A 4-step test consisting of 1,500 gpm, 2,000 gpm, 2,593 gpm, and 3,473 gpm steps to determine well capacity.
  • 72-hour pumping test at 2,516 gpm to confirm well capacity and measure aquifer hydraulic properties.  Drawdown in the well was 29 ft.
• 2017-2018 Hydrologic investigation of the Thacker Pass Area of Interest, primarily to support permit applications, by Piteau Associates.
  • Installed a production well for a pumping test used to evaluate potential hydraulic connection between future mine pits and Thacker Creek, and characterization of hydrogeologic units.  A 35-day constant rate test at 58 gpm, while monitoring at 8 locations was completed.  Drawdown in the production well was 152 ft.
  • Completed piezometers at 9 locations from coreholes for characterizing subsurface geology and hydrogeology, including monitoring water levels during a pumping test and long-term monitoring in the future mine area
  • Hydraulic testing (packer testing) at three 5-foot depth intervals at three coreholes, for a total of nine tests, to characterize hydrogeologic units in discrete intervals
  • Hydraulic testing (injection/extraction testing) of the entire length of each corehole to characterize the hydrogeologic units penetrated by each corehole
  • Installed water level sensors (vibrating wire piezometers) at multiple depths in each corehole to monitor groundwater levels in various hydrogeologic units 
  • Performed a pumping test to evaluate hydraulic connection between future mine pits and Thacker Creek and determine hydraulic properties in that area
  • Drilled four boreholes for monitoring wells
  • Performed hydraulic testing (injection/extraction testing) of the entire length of the borehole. The hydraulic tests performed are summarized on Table 7-2.
  • Completed the boreholes as monitoring wells and equipped each with a water level sensor and sampling system.
  • Monitored groundwater levels at 22 locations (water levels are measured at multiple depths at nine locations);
  • Expanded the spring and seep monitoring network and monitored flowrate for four consecutive quarters. Classification and monitoring were performed in accordance with Inventory and Monitoring Protocols for Springs Ecosystems (Stevens et al., 2016)
  • Initiated streamflow monitoring at three streams;
  • Developed a hydrogeologic conceptual site model that includes the hydrogeologic units and their hydraulic properties; spatially-distributed recharge, evapotranspiration, and discharge; groundwater extraction rates; hydraulic boundary conditions along the perimeter of the model domain; and groundwater flow between the site model domain and the adjacent Kings River and Quinn River alluvial aquifers.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

• 2019-2020 groundwater modeling development and application by Piteau Associates to evaluate groundwater impacts related to mining
  • Developed a 3-dimensional groundwater flow model based on the hydrogeologic conceptual model and supporting work completed previously
  • The model was prepared using MODFLOW-USG.  Figure 7-5 illustrates the model grid in plan view.
  • Model domain perimeter boundaries consist of no-flow boundaries that generally follow topographic highs and constant head boundaries where the model perimeter crosses the alluvial aquifers in the Kings River and Quinn River valleys.
  • The hydrogeologic units were represented using 23 model layers. Hydraulic conductivity and storage were defined in the model for each hydrogeologic unit based on project hydrogeologic characterization, investigations by others in the alluvial aquifers, published literature, and professional judgement. Figure 7-6 is an example of a model layer that shows the hydrogeologic units and corresponding hydraulic property values.
  • Faults that are characterized as barriers to groundwater flow were represented.
  • Recharge, discharge, evapotranspiration, and extraction for irrigation were specified in the model based on published information.
  • The model was calibrated to measured groundwater elevations and flow components by adjusting model input parameter values using both manual and automated methods.

The groundwater resource evaluation, hydrologic characterization, and groundwater modeling studies performed by Piteau Associates were performed in accordance with Lithium Nevada Corporation Baseline and Model Workplan (Piteau Associates, 2018). The workplan was prepared to meet data adequacy standards identified in Rock Characterization and Water Resources Analysis Guidance for Mining Activities (BLM 2010 and 2013), Water Resources Data and Analysis Policy for Mining Activities (BLM 2008a), and Groundwater Modeling Guidance for Mining Activities (BLM, 2008b). The workplan was approved by the Bureau of Land Management.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 7-5Numerical Model Grid

Source: Piteau Associates, 2020

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 7-6Numerical Model Layer

Source: Piteau Associates, 2020

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for the Thacker Pass Project, Humboldt County, Nevada, USA

7.3.2Characterization Results and Interpretation

The spring/seep monitoring program evaluated and classified 56 features identified as potential springs/seeps. Flowrate was monitored for four consecutive quarters. Based on monitoring, 21 had perennial flow, 20 had ephemeral flow, and the remainder were classified as not being springs or seeps.

Based on the project geologic model and hydrogeologic investigation, faults and hydrostratigraphic units were identified and characterized. Figure 7-7 shows faults identified in the area and cross section locations. Figure 7-8 shows the hydrogeologic units on Cross Section D-D' in the western portion of the project area.

The hydrogeologic testing results are summarized on Table 7-2. The results of the hydrogeologic testing program and interpretation to the site hydrogeology are summarized as follows:

• Of the hydrogeologic units tested in the vicinity of future mine pits, volcanic tuff has the lowest hydraulic conductivity; interbedded claystone/ash and basalt have higher hydraulic conductivity; and basal ash has the highest hydraulic conductivity of the bedrock materials at the mine site. Alluvial sediments in the Quinn River Valley where a water supply well was installed have substantially higher hydraulic conductivity than hydrogeologic units in the Thacker Pass area.

• Steep groundwater gradients occur across faults and in low permeability bedrock units such as volcanic tuffs and lava flows. The lowest groundwater gradients are present in alluvial sediments.

• The groundwater elevations and resulting flow patterns in the project area are relatively complicated. Water level data indicates the groundwater divide is shifted approximately 3,500 ft east of the topographic divide.  The groundwater divide corresponds with a corridor of elevated water levels in wells which are compartmentalized by minor faults, shown in Figure 7-9.  East of the divide, groundwater flows north from the Double H Mountains to the south, south from Montana Mountains to the north, and then generally east to the Quinn River valley. West of the divide, groundwater turns generally west to the Kings River valley. The steep gradients, indicated by closely spaced contours, north of the mine pit and near the middle of the mine pit are attributed to faults that are groundwater flow barriers.

• Faults in the future mine area restrict groundwater flow. This restriction is responsible for large differences in groundwater levels (stair-stepping water levels) over short distances and isolate portions of the groundwater flow system from adjacent areas. The faults are expected to lessen the effect of dewatering at the mine on groundwater levels in nearby areas.

• Water levels in the Thacker Pass Project have remained steady through time after equilibrating over a period of weeks to months.  Recharge is thus interpreted as steady and predominantly from bedrock sources located at higher and wetter elevations rather than from surface runoff. 

• The Thacker Creek area is hydraulically isolated from the waste rock facility and mine pits by faults and geologic contacts. This hydraulic isolation is expected to reduce effects of mine dewatering on water levels and streamflow in Thacker Creek.

• The combination of high hydraulic conductivity and large saturated thickness of the Quinn River alluvial aquifer result in the water supply well having sufficient capacity to provide water needed for mine operations.

The groundwater model (Piteau Associates, 2020) is a numerical implementation of the hydrogeologic conceptual site model. It was developed for the purpose of evaluating mining related impacts to groundwater resources.  The model was calibrated under steady state conditions (no change over time) and during transient conditions by simulating 3 pumping tests (PH-1, TW18-02, QRPW18-01).  Simulated water levels were compared to observed levels at wells near the Thacker Pass project and in the adjacent alluvial aquifers as was simulated groundwater discharge rates to springs/seeps and streams. Model input parameters were adjusted iteratively to improve the agreement between predicted and measured values. The calibration process was iterated until reasonable agreement was reached for steady state water levels, discharge rates, and transient response during pumping tests.

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Overall, the calibrated flow model reasonably predicts water levels and drawdown, and reasonably represents compartmentalization of the groundwater flow system by faults and the discontinuous nature of hydrogeologic units that conduct water. Comparison of steady-state simulated and measured groundwater levels on Figure 7-10 show reasonably well matched simulated and observed values at the mine site.

The numerical model does not represent all features that affect the groundwater system at the local scale, which is typical for groundwater flow models of complicated flow systems.  Additional data, testing, and interpretation, would be required to resolve local heterogeneity.

The calibrated flow model was used to estimate bulk dewatering rates, changes to groundwater levels in the surrounding area, and potential effects on flowrate at springs and streams under three pit closure configurations (backfilled, partially backfilled, and not backfilled). Pre-mining conditions were assumed to be in a quasi steady-state. 

Dewatering requirements for open pit mining are predicted to be low and manageable during operation unless geotechnical analysis indicates more extensive depressurization is required.  Simulated groundwater inflow to the pit range from 55 gpm to 95 gpm.  Groundwater inflow increased towards the end of the mine life, when mining encounters thicker sections of saturated claystone / ash beds.

A summary of simulated closure results are as follows:

• The backfilled pit scenario is predicted to have the least effect on the groundwater flow system during the post-closure period.  After mining ceases, water levels rise (i.e., drawdown decreases) and reach quasi-stable equilibrium values lower than the pre-mining levels.

• The open pit configuration is predicted to have the greatest effect on the groundwater system due to evaporation from pit lakes removing water from the groundwater system. After mining ceases, water levels continue to decline during the initial post-mining period and stabilize below the pre-mining levels at most nearby locations.

• The partially backfilled configuration has an intermediate effect due to a lower evaporation rate from a seasonal wetland than from a pit lake, and the wetland being at a higher elevation than the equilibrium water level in the lowest pit lake. After mining ceases, water levels at various locations show slight increasing or decreasing trends, in contrast to the more pronounced declining trends in the open pit configuration. Water levels stabilize fellow pre-mining levels.

• All three pit configuration scenarios have generally similar effects on predicted groundwater levels at springs, although the magnitude of the effects varies between scenarios. Of the 6 potential springs within the 10-foot drawdown isopleth 300 years post-mining, pre-mining monitoring indicates that 2 have ephemeral flow, two rarely flow, and 2 are constructed livestock watering features. Predicted groundwater level declines are approximately 4 to 15 feet.

• All three scenarios have generally similar effects on predicted streamflow at Pole, Crowley, and Thacker creeks, although the magnitude of the effects varies between scenarios. Baseflow in the upper and middle reaches of Pole Creek is not predicted to be affected by mine-related changes to the groundwater flow system. The lower reach flows seasonally, and the predicted reduction in groundwater discharge to the stream is approximately 10 percent of streamflow. At Crowley Creek, baseflow is predicted to decline approximately 3 percent at the end of mining, and to recover to pre-mining levels in the 300-year post-mining period. At Thacker Creek, baseflow in the backfilled pit scenario is predicted to decline approximately 4 percent at the end of mining and to recover during the post-mining period. In the open pit scenario, baseflow declines by approximately 8 percent and does not recover. In the partially backfilled scenario, baseflow declines by approximately five percent and does not recover.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 7-2Summary of Hydrogeologic Testing and Results

		Transmissivity (ft2/d)			Hydraulic Conductivity (ft/d)			Storage Coefficient (unitless)
Geology	# of tests	Max	Min	Mean1	Max	Min	Mean1	Max	Min	Mean1
Tuff	6	2.23	0.81	1.4	0.068	0.012	0.019	--	--	--
Claystone/ash	12	952	0.35	62.5	2.8	0.016	0.35	0.043	2.39E-02	2.91E-02
Basalt	2	2409	2.1	71	4.05	0.016	0.69	--	--	--
Alluvium	2	28107	26472	26935	52.5	51	51.4	1.67E-01	4.07E-04	9.00E-03
Basal ash	10	1900	1.11	320.7	3.90	0.22	1.58	4.60E-02	7.13E-06	5.17E-04

1 Geometric mean

Source: Piteau Associates, 2019

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Figure 7-7Faults and Cross Section Locations

Source: Piteau Associates, 2019

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Figure 7-8Hydrogeologic Cross Section D-D'

Source: Piteau Associates, 2019

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Figure 7-9Interpreted Groundwater Elevations near Thacker Pass

Source: Piteau Associates, 2019

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Figure 7-10Steady State Groundwater Elevation Calibration Results

Source: Piteau Associates, 2020

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7.3.3QP's Opinion

• Characterization and modeling of the groundwater flow system in the Thacker Pass project area were performed using approaches typically used for those purposes.

• Characterization was based almost exclusively on field-based methods, which is appropriate for this purpose.

• The quality assurance and quality control methods utilized are appropriate.

• The conceptual representation of the groundwater flow system is reasonable and consistent with commonly accepted hydrogeological understanding.

• The groundwater flow system was characterized at a sufficient level of detail to support project-area scale interpretations and predictions.

• The groundwater flow model was developed using appropriate modeling software.

• The groundwater flow model provides a reasonable and appropriate interpretation of the groundwater flow system. Calibration of the groundwater flow model to measured water levels and discharge at springs, seeps, and streams throughout the model domain resulted in calibration statistics that meet or exceed the commonly accepted limit.

• The understanding of the groundwater flow system and its representation in the groundwater flow model are appropriate for describing, understanding, and predicting the response of the groundwater flow system to changes associated with mining and post-mining recovery on a project-wide scale. The understanding and model are also appropriate for evaluating alternative pit closure configurations.

• The project-scale model is not appropriate for predicting groundwater levels at the local scale where accurate values of hydraulic properties, water levels or pore pressure, or other aspects of the groundwater flow system are critical to engineering calculations and design, such as for stability of slopes and pit bottoms, and design of dewatering systems. Additional site-specific characterization will be needed to generate critical design information.

7.4Geotechnical Drilling

7.4.1Mining

In 2017, three drill holes (LNC-083 through LNC-085) were drilled to collect geotechnical information. Drill holes locations are in Figure 7-11.  The majority of the drill holes were drilled using normal HQ core drilling practices. Each hole had samples collected by a contract geotechnical engineer at the drill rig. After the geotechnical samples were collected, the drill hole was logged and sampled by LAC employees or contractors. The geotechnical samples were sent to Solum Consultants Ltd. for geotechnical testing. This report was updated with the Barr 2019 report and was not used for pit design assumptions in this TRS.

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Figure 7-11Mining geotechnical bore holes and test pit locations

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In August 2019, five HQ core drill holes were drilled to collect slope stability geotechnical information for pit highwall design. Drill hole locations are in Figure 7-11.  All five holes were collared at existing historical core hole locations. Three of the holes were drilled at an angle; the other two were vertical. Barr Engineering was contracted to perform the geotechnical sampling, televiewer work, testing, and reporting. These holes were not assayed or included in the resource estimation. The results of their work were used for the engineered mine pit wall slopes.

Testing that Barr conducted to be used in their analysis were:  Point load test, downhole televiewer, rock mass classification for the basalt and tuff material, index test, strength and compressibility test, considered pore-water pressures, and field confirmed compressive strength. 

Intermountain GeoEnvironmental Services, Inc. (IGES) of South Salt Lake City, UT was the laboratory used for testing.  The QP is unaware of any QAQC programs completed at the time of testing.  IGES is an ARML certified geotechnical laboratory and is independent with no affiliation with LAC. 

Based on the results Barr developed recommended geometry and configurations.  Recommendations are shown in Table 7-3.  The QP used these recommendations in the design of the mine pit wall design and waste dump design.

Table 7-3Recommended Geometry and Configurations

Material Type	Slope	Geometry and Configuration
All Geology Formations	Overall Pit Slope	Design and establish a 27-degree overall slope angle through all geology formations
Clay/Ash	Inter-ramp	Design and establish 30-meter-high maximum, 50-meter-wide, and 45-degree angle inter-ramp slopes through the clay/ash ore body
	Catch Bench	Design and establish 10-meter high, 8.6-meter-wide, and 67-degree bench face angle slopes through the clay/ash ore body
Tuff/Basalt	Inter-ramp	Design and establish 40-meter-high maximum, 50-meter-wide and 50-degree inter-ramp slopes through the tuff/basalt
	Catch Bench	Design and establish 10-meter-high, 6-meter-wide, and 67-degree bench face angle slopes through the tuff/basalt
Alluvium (unit between Tuff and Clay/Ash)	Inter-ramp	Design and establish 30-meter-high maximum, 50-meter-wide, and 45-degree angle inter-ramp slopes through the alluvium
	Catch Bench	Design and establish 10-meter-high, 8.6-meter-wide, and 67-degree bench face angle slopes through the alluvium
Spoil	Overall	Design and establish a 27-degree overall slope through the spoil pile to a maximum height of 90 meters
	Lift	Design and establish a 38-degree overall slope through the spoil lift

Source: Sawtooth 2023

In 2020 Barr Engineering completed a haul road design and analysis for the Thacker Pass Project.  The Project included laboratory testing to assess the properties of typical rock and soil waste material available at Thacker Pass to be used for haul road construction.  Additionally, Barr used drill core information from the pit slope analysis completed in 2019 as needed.  Based on the assessed material properties, the California Bearing Ratio structural design method was followed to determine the minimum thickness of the subbase, base and wearing course for the haul trucks to use during mining operations.  Additionally, Barr completed a fill slope analysis for the highest section of the designed haul road.

Barr collected five representative samples.  Material was collected using a shovel and excavating between 0.0 and 0.6 meters in depth at the various locations.  Laboratory testing done were:  particle size distribution, L.A. abrasion test, standard Proctor compaction and California Bearing Ratio.  The testing methods were selected to assess the characteristics of the material used in the haul road construction. 

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Intermountain GeoEnvironmental Services, Inc. of South Salt Lake City, UT was the laboratory used for testing.  Basalt and tuff samples were sent to CMT Engineering Laboratories which is an AASHTO accredited laboratory and is independent with no affiliation with LAC.  The QP is unaware of any QAQC programs completed at the time of testing. 

Barr concluded that the material to be used onsite for haul road construction is anticipated to meet road performance needs for the haul trucks if minimum recommended thickness of materials is used and volumes of this material are available on site.  The fill slope stability analysis concluded that the haul road fill is at the highest fill section is expected to remain stable.  Based on the results, Sawtooth has incorporated the recommended design parameters in its haul road design. 

The QP is of the opinion that the analysis completed for the pit slope, waste slope and haul road fill were done to engineering standards and that the results can be used in mine designs, and haul road designs.   

7.4.2Infrastructure

A geotechnical investigation to characterize the subsurface materials for infrastructure foundation design was conducted in March 2019.  Thirty-one (31) auger holes were advanced to an average of 15 m in depth, with a maximum depth of 46 m, and twenty-eight (28) test pits were excavated to a maximum depth of 7 m. In December 2019, five (5) auger holes were advanced to an average depth of 31 m, and twenty-one (21) test pits were excavated to a maximum depth of 7 m, to characterize the geotechnical conditions for the CTFS design.

The boreholes were advanced using a CME-850 track-mounted drill rig, and each borehole was drilled with 4.25-inch diameter hollow stem auger in soil and triple tube wireline rock coring methods when in bedrock.  Test pits were excavated with a CAT 320E excavator.  NewFields was contracted to oversee the drilling, trenching, sampling, testing and reporting of the geotechnical work.

Each sample was categorized according to the Unified Soil Classification System (USCS), which is based on material gradation and plasticity.  Natural moisture content and natural density were recorded from ring-lined samples.  Moisture content - unit weight relationships were developed from bulk test pit samples.  Strength properties of in-situ soils were estimated based on standard penetration testing (SPT) and USCS classification.  Soil samples obtained during the field investigation were labeled, packaged and transported to the NewFields AMRL/AASHTO accredited laboratory in Elko, Nevada where the majority of the soil testing was completed.  AMRL/AASHTO accreditation refers to the demonstrated proficiency for the testing of construction materials (soils, aggregates, concrete, asphalt) and conformance to the requirements of AASHTO R18 and the AASHTO Accreditation policies established by the AASHTO Committee on Materials and Pavements. (Note that the scope of the accreditation can be accessed at http://aashtoresource.org).  Laboratory testing was completed on select samples collected during the field investigation. NewFields is an independent laboratory without affiliation with LAC. 

The laboratory testing was completed in accordance with American Society for Testing and Materials (ASTM) and American Association of State Highway and Transportation Officials (AASHTO) standards.  The laboratory testing program included:

• Grain Size Analysis (ASTM D422)
• Atterberg Limits (ASTM D4318)
• Natural Moisture Content (ASTM D2216)
• Natural Density (ASTM 2937)
• Specific Gravity Soils (ASTM D854)
• Modified Proctor Moisture - Density Relationship (ASTM D1557)
• Corrosivity Testing Suite
  • Resistivity (AASHTO T288)
  • pH (AASHTO T289)
  • Sulfates (AASHTO T290)

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• Chlorides (AASHTO T291)

No samples were collected for assay as part of the geotechnical investigation program.

Subsurface conditions can generally be classified as a thin veneer of growth media, approximately 30 to 60 cm in thickness, overlying alluvial overburden consisting of loose to very dense fine to coarse sands and gravels with varying amounts of clay, silt, sand and gravel overlying residuum composed of slightly weathered to highly weathered basalt.  In the open pit area, the alluvium directly overlies claystone with varying amounts of interbedded ash (AMEC, 2011).  Throughout the site, thin seams and lenses of low plasticity clay and silt were observed in select borings at relatively shallow depths.  The thickness of alluvial overburden varies significantly across the site, with recorded thicknesses between 3 m to over 20 m.  There is no general trend of overburden thickness or bedrock elevation across the site, primarily due to the degree of weathering and the basalt depositional process.  In three of the four deep boreholes within the Coarse Gangue Stockpile (CGS) and Plant Site areas, groundwater was encountered at depths of approximately 25 to 28 m below ground surface.  Throughout the remainder of the site, the relatively shallow boreholes did not encounter groundwater in the upper 15 m below ground surface.

Foundation conditions across the site (where explored) are adequate for the proposed developments.  Areas of unsuitable materials, such as low strength or high plasticity materials, that could require removal or replacement were not identified and are not expected to influence construction.  Additional geotechnical investigations are planned from Q4 of 2022 through Q1 of 2023 to further define construction borrow areas and subsurface conditions throughout the site.  The additional information collected will be used to update the previously issued Geotechnical Investigation Factual Report (NewFields, 2019a) and Plant Site Soils and Foundations Report (NewFields, 2019b).

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8Sample Preparation, Analyses and Security

The sample preparation, analysis, security and QA/QC program employed by Chevron is uncertain, and therefore data collected by Chevron are not used for resource estimation. This section describes those activities completed for the LAC drilling campaigns from 2007-2018.

8.1LAC Site Sample Preparation

The drilled core was securely placed in core boxes and labelled at site. The boxes of drilled core were then transported to the secure LAC logging and sampling facility in Orovada, Nevada, where they were lithologically logged, photographed, cut, and sampled by LAC employees and contractors.

Sample security was a priority during the LAC drilling campaigns. Core from the drill site was collected daily and placed in a lockable and secure core logging and sampling facility (steel-clad building) for processing. All logging and sampling activities were conducted in the secured facility. The facilities were locked when no one was present.

The lengths of the assay samples were determined by the geologist based on lithology. From 2007 to 2011 certain lithologies associated with no lithium value were not sampled for assay. These rock types are alluvium, basalt, HPZ and volcanic tuff. All drilled core collected in 2017 and 2018 was sampled for assay. Average assay sample length is 1.60 m but is dependent on lithology changes. The core was cut in half using a diamond blade saw and fresh water (Figure 8-1). Half the core was placed in a sample bag and the other half remained in the core boxes and stored in LAC's secure facility in Orovada.

Figure 8-1Half Core Sawed by a Diamond Blade

Source: Lithium Americas Corp. (2021)

To collect duplicate samples, one half of the core would be cut in half again, and the two quarters would be bagged separately. Each sample was assigned a unique blind sample identification number to ensure security and anonymity. The samples were either picked up by ALS by truck or delivered to ALS in Reno, Nevada by LAC employees.

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Once at ALS, the samples were dried at a maximum temperature of 60ºC. The entire sample was then crushed with a jaw crusher to 90% passing a 10 mesh screen. Nominal 250-gram splits were taken for each sample using a riffle splitter. This split is pulverized using a ring mill to 90% passing a 150 mesh screen.

8.2Laboratory Sample Preparation

ALS Global (ALS) of Reno, Nevada, was used as the primary assay laboratory for the LAC Thacker Pass drill program. ALS is an ISO/IEC 17025-2017-certified Quality Systems Laboratory. ALS participates in the Society of Mineral Analysts round-robin testing.

ALS is an independent laboratory without affiliation to LAC.

A sample workflow diagram for geological samples is presented in Figure 8-2.

Figure 8-2Workflow Diagram for Geological Samples

Source: Lithium Americas Corp. (2021)

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8.3ALS Analysis

ALS Global used their standard ME-MS61 analytical package for testing of all of LAC's samples collected. This provides analytical results for 48 elements, including lithium. The method used a standard four-acid digestion followed by an atomic emission plasma spectroscopy (ICP-AES) analysis to ensure that elevated metal concentrations would not interfere with a conventional inductively coupled plasma mass spectroscopy (ICP-MS) analysis. Certified analytical results were reported on the ICP-MS determinations.

8.4Density

Several bulk density testing campaigns have been completed within the Project area. The ASTM bulk density and moisture testing standards that have been used are detailed below:

-Bulk Density: ASTM C914-09 standards for consolidated samples.

• The test specimens shall be dried to a constant weight by heating to 220 to 230°F (105 to 110°C) to remove entrapped moisture. Determine the initial weight of each test specimen in grams to four significant figures. Coat the specimen with wax by dipping the specimen into the container of melted wax. Determine the weight of the wax-coated specimen in grams to four significant figures. Determine the weight of the wax-coated specimen suspended in water in grams to four significant figures.

-Bulk Density: ASTM C127 standards for aggregate samples.

• A sample of aggregate is immersed in water for 24 ± 4 hours to fill the pores. It is then removed from the water, the water dried from the surface of the particles, and the mass determined. Subsequently, the volume of the sample is determined by the displacement of water method. Finally, the sample is oven-dried and the mass is determined. Using the mass values thus obtained and formulas in this test method, it is possible to calculate relative density (specific gravity) and absorption.

-Bulk Density: ASTM D7263, Method B

• Test Method B (Direct Measurement)-A test specimen is obtained from a sample. The test specimen can have a cylindrical or cuboidal shape. If the test specimen is cylindrical in shape, its mass, height, and diameter are measured. If it is cuboidal in shape, its mass, height, width, and length are measured. The density and unit weight are then calculated based on the physical dimensions and mass of the specimen.

-Moisture Content: ASTM D2216

• The mass of a moist test specimen is determined. The specimen is then dried in an oven at a temperature of 110° ±5°C until a constant mass is achieved. The loss of mass, due to drying, is considered to be water. The water content is calculated using the mass of water to the mass of the dry specimen expressed in percentage.

The bulk density samples generally were point samples from drill core that averaged 3 inches in length. A description of the bulk density sampling programs is below and descriptive statistics by bulk density program and lithology are shown in Table 8-1. Figure 8-3 provides a visual representation of where the bulk density samples were collected within the Project area.

-MacTec Engineering and Consulting (2008) had six samples from 3 drill holes (WLC 20, 21, 22) analyzed for bulk density utilizing the ASTM standard C127 for aggregate samples. Natural moisture was also analyzed for these samples. Analysis was completed at the AAP laboratory which is no longer in operation and was an independent laboratory with no affiliation with LAC. 

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-KCA (2008) had 26 samples from six drill holes (WPQ 1,2,3,5,6,7) analyzed for bulk density utilizing the ASTM standard C914 with paraffin wax for consolidated samples. Natural moisture was also analyzed for these samples. The laboratory is unknown for this analysis as the original laboratory sheets cannot be found.

-AMEC (2011) had 26 samples from six drill holes (WLC 157, 158, 181, 182, 183, 186) analyzed for bulk density utilizing the ASTM standard C914 with paraffin wax for consolidated samples. Natural moisture utilizing ASTM standard D2216 was also analyzed for these samples. The AMEC laboratories numbered 1484 and 1485 completed the analysis. AMEC Earth & Environmental, Inc. is no longer in operation and was an independent laboratory with no affiliation with LAC.  This analysis was completed as part of a PFS level geotechnical study for Western Lithium USA Corporation (WLC).

-WLC analyzed 62 samples from 19 drill holes during the 2010 - 2011 WLC exploration drilling campaign. The bulk density analysis utilized the ASTM standard C914 with paraffin wax for consolidated samples and C127 for aggregate samples. All analysis was completed in the WLC core shed under the supervision of WLC geologists.

-During the WLC 2010 - 2011 exploration drilling campaign, 25 duplicate samples from 12 WLC drill holes were sent to the ALS laboratory in Reno, NV by WLC to verify WLC density values. WLC sent duplicate samples to ALS in four batches from March 2010 to January 2011. The ALS bulk density analysis utilized the ASTM standard C914 with paraffin wax for consolidated samples and C127 for aggregate samples.

-BARR (2019) had 53 samples from five drill holes analyzed for bulk density utilizing the ASTM standard D7263, Method B. Natural moisture utilizing ASTM standard D2216 was also analyzed for these samples. Analysis was completed at the IGES Laboratory in Salt Lake City, Utah. This analysis was completed as part of a geotechnical study for LAC.

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Table 8-1Bulk Density Sampling Program Summary by Lithology

Program / Lithology	Average Moisture (wt.%)	Dry Bulk Density (g/cm3)
		Count	Average	Minimum	Maximum	Standard Deviation
MacTec
Claystone - Smectite	16.80	3	1.70	1.44	1.84	0.22
Claystone - Mixed Zone	18.30	1	1.92	-	-	-
Claystone - lllite	12.90	2	2.00	1.98	2.02	0.03
KCA
Claystone	18.35	14	1.71	1.46	1.90	0.13
Claystone/Ash	14.26	2	1.70	1.65	1.74	0.06
Laminated - Claystone/Ash	15.24	4	1.74	1.33	2.04	0.34
Ash	18.54	3	1.46	1.35	1.58	0.11
Ash/Claystone	12.23	3	1.88	1.51	2.29	0.39
AMEC
Alluvium	26.43	6	1.51	1.18	1.62	0.16
Basalt - Weathered	34.90	1	1.41	-	-	-
Claystone - Smectite	36.98	4	1.38	1.11	1.77	0.30
Claystone - Mixed Zone	16.13	4	1.69	1.46	1.90	0.19
Claystone - lllite	16.99	9	1.82	1.67	2.02	0.10
Hot Pond Zone	4.50	1	2.07	-	-	-
WLC (2010-2011)
Alluvium	2.23	1	2.36	-	-	-
Basalt	10.80	5	1.99	1.76	2.51	0.30
Claystone - Smectite	24.64	32	1.68	1.37	2.18	0.17
Claystone - Mixed Zone	15.81	7	1.87	1.39	2.08	0.24
Claystone - lllite	17.04	9	1.78	1.42	2.01	0.18
Hot Pond Zone	10.65	4	1.99	1.83	2.09	0.12
Volcanic	13.91	4	1.88	1.63	2.14	0.21
ALS (2010-2011)
Basalt - Weathered	15.41	4	1.84	1.65	2.05	0.18
Claystone - Smectite	28.53	11	1.63	1.31	2.09	0.22
Claystone - Mixed Zone	21.42	3	1.71	1.40	1.92	0.27
Claystone - lllite	19.63	4	1.89	1.59	2.12	0.23
Hot Pond Zone	7.15	1	2.19	-	-	-
Volcanic	16.27	2	1.88	1.63	2.13	0.35
BARR (2019)
Topsoil	15.50	1	1.70	-	-	-
Basalt	3.60	2	2.47	2.45	2.48	0.02
Claystone - Smectite	22.68	22	1.57	1.23	2.34	0.26
Claystone - Mixed Zone	15.84	9	1.88	1.65	2.39	0.23
Claystone - lllite	14.15	6	1.90	1.67	2.27	0.24
Hot Pond Zone	2.32	5	1.88	1.45	2.10	0.28
Volcanic	1.90	1	2.10	-	-	-

Note:

-1 AMEC sample and 7 Barr samples were removed due to density values less than 1.1 g/cm³

-Sawtooth determined if the bulk density samples were in Smectite, Illite or the Mixed Clay Zone based on lithological drill hole records.

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Figure 8-3Dry Bulk Density Sample Locations

Note: KCA drill holes are not represented on the map

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During the 2012 Tetra Tech Technical Report, 2014 Tetra Tech Technical Report, 2016 SRK Technical Report and 2018 Advisian Technical Report, the average density values by lithology were estimated using samples from the 2010-2011 WLC sampling campaign and ALS duplicate program. The details of this analysis are shown in Table 8-2. Several low bulk density basalt samples noted in Table 8-1 were weathered vesicular basalt close to the surface. The sample used in Table 8-2 for the average basalt bulk density was used because it was considered to be a better representation of the basalt that will be mined.

Table 8-2Average Density Values

Lithology	Source	Dry Bulk Density (g/cm3)
		Count	Average	Minimum	Maximum	Standard Deviation
Claystone/Ash	ALS and WLC	15	1.79	1.31	2.12	0.25
Basalt	WLC	1	2.51	-	-	-
Intracaldera Tuff	WLC	2	1.96	1.83	2.08	0.18

For the compilation of the current Mineral Resource and Mineral Reserve estimates, the QP reviewed all of the density values that are currently available, as described in Table 8-2, with the exception of the KCA data due to lack of data verification records. The histogram in Figure 8-4 depicts the dry bulk density values for the clay types. This histogram aligns fairly well with the average values that were estimated in the 2018 PFS report.

Based on this review, the QP has decided to continue using the average values from the previous PFS reports for this study (see Table 8-2).

Figure 8-4Smectite, Mixed Zone and Illite Dry Bulk Density Histogram from MacTec (2008), AMEC (2011), WLC (2010-2011), ALS (2010-2011), and BARR (2019) Geotech Studies

Source: Sawtooth, 2022

Factors that determine density values used by the QP include:

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-While the additional Barr data does add to the total number of bulk density samples present, the Barr bulk density was estimated using a different ASTM standard than the rest of the bulk density programs. For this reason, the QP has not updated the average values for the deposit with the Barr data, however the Barr data is included in the histogram in Figure 8-4.

-The spatial representation for the total density dataset is larger than the dataset used for the PFS density averages. The QP understands that the PFS analysis focused on including the samples that were a mixture of claystone and ash. This is appropriate for the deposit as it is currently modelled due to the fact that the ore zone is a mixture of Smectite, Mixed Clay Zone, Illite, and ash bands. Including the full suite of density samples that are segregated by specific clay types will decrease the average density value because there are more Smectite (lower density) samples than other clay types, however, the QP does not believe that this is representative of the deposit. Further analysis and additional drilling should be completed to better define the Smectite, Mixed Clay Zone, and Illite zones within the geological model so that average density values can be applied by clay type until there is enough data to add density values to the block model.

The QP understands that there is risk in utilizing an average bulk density value for the deposit and has taken the following steps to help mitigate that risk for the Mineral Resource and Mineral Reserve estimates presented in this report:

-As a way to show sensitivities, Mineral Resource estimates have been estimated with an average dry bulk density value of 1.54 g/cm³, 1.79 g/cm³, and 2.04 g/cm³ and results are discussed in Section 22.1. 

-The Mineral Resource classification has considered proximity to bulk density samples and has downgraded the Mineral Resource confidence classification areas with little or no bulk density analysis.

-The QP recommends that additional testing be completed. The additional data should then be used to better represent the variability of the density by clay type.

8.5Quality Control

In 2010, LAC contracted Dr. Barry Smee of Smee & Associates Consulting Ltd., an international specialist in QA/QC procedures who is familiar with the NI 43-101 reporting process, to develop a QA/QC program for exploration drilling. The program included inserting blank standards, 3,378 ppm grade standard, 4,230 ppm grade standard, and duplicate samples into the drill core sample assay sets.

In 2010-2011, for every 34 half core samples, LAC randomly inserted two standard samples (one 3,378 ppm grade and 4,230 ppm grade), one duplicate sample, and one blank sample. The 2017-2018 quality program was slightly modified to include a random blank or standard sample within every 30.48 m (100 ft) interval and taking a duplicate split of the core (¼ core) every 30.48 m.

The total number of blank, duplicate, and standard samples analyzed by the laboratory during LAC's drilling campaign in Thacker Pass from the 2010-2011 drilling campaign was 9.5% of the total samples assayed. LAC's 2017-2018 drilling campaign averaged 11.1% of the total samples assayed. Assaying for all drilling averaged 10.1% check samples. This does not include ALS internal check and duplicate samples.

ALS also completed their internal QA/QC program which included blanks, standards and duplicates throughout the LAC exploration programs for lithium and deleterious elements including aluminum, calcium, cesium, iron, potassium, magnesium, sodium and rubidium. The standards used by ALS and the ALS QA/QC programs have been reviewed by the QP and were utilized in the QA/QC review.

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8.5.1LAC Blank Samples

Blank samples were used to check for cross-contamination between samples at the ALS lab. Blank samples were composed of dolomite sourced from a mine near Winnemucca, Nevada. Dolomite was chosen because it is known to have low lithium content and was, therefore, a good indicator of contamination. A bulk sample was collected and sent to Dr. Smee to be homogenized and certified. A warning limit for lithium was set at 100 ppm by Dr. Smee, which is five times higher than the certified value of 20 ppm lithium. The results of the blank sample checks are presented in Figure 8-5.

In 2010-2011, LAC identified several blank standards that exceeded the 100-ppm lithium set by Dr. Smee. These samples were submitted for re-assay and their values were supported. It is likely that the high values indicate contamination in the crushing or prepping process. However, the frequency and lithium content amount are not high enough to be concerned about the overall assay results. The LAC 2017-2018 exploration program did not experience any failures of the blank standards and supports that cross-contamination at the lab did not occur.

Figure 8-5LAC Blank Results

Source: Sawtooth 2022

8.5.2LAC Standard Samples

Standard samples consisting of two lithium bearing claystone samples from the Project area were used to test the accuracy and precision of the analytical methods used at the lab. To create the standards, a round robin of assays was completed in June 2010 in which 10 standards of each type were sent to six labs for testing. The resulting assays were evaluated by Dr. Smee to determine an average lithium value. The results from two of the labs were discarded because the analytical results were substantially different as compared to the other four labs and thought to be erroneous. Dr. Smee certified each standard with a lithium grade and confidence range of two standard deviations. The first standard is certified at 3,378 ppm ±511 ppm lithium and the second standard is certified at 4,230 ppm ±850 ppm lithium.

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The QP supported that the standards fell within two standard deviations of the median reported lithium grade for every batch of certified assays reported by ALS as well as within two standard deviations of the standard. Figure 8-6 and Figure 8-7 show the results for the standards quality testing program for 4,230 Li standard and 3,378 Li standard respectively.

The LAC 2010-2011 drilling experienced a number of samples falling outside two standard deviations. During this time, ALS changed their internal lithium standards used to calibrate the ICP machine in an effort to improve their consistency. This involved adding a 2,020 ppm lithium and 7,016 ppm lithium standard to their QA/QC program. The LAC 2017-2018 drilling campaigns showed a much tighter two-standard deviation bracket indicating ALS had improved their lithium assay quality.

The quality testing from the two standards was effective in supporting the quality of the results. From 2010 to 2011, samples that fell outside the ranges set by Dr. Smee were re-assayed and new assay certificates issued. No samples were required to be submitted for re-assay by LAC in 2017 or 2018. However, ALS did re-run some assays that failed their internal checks before a certificate was issued.

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Figure 8-6LAC Drilling QA/QC Results (4,230 Li Standard)

Source: Sawtooth 2022

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Figure 8-7LAC Drilling QA/QC Results (3,378 Li Standard)

Source: Sawtooth 2022

8.5.3Duplicate Samples

Duplicate samples are used to check the precision of the analytical methods of the lab and were taken every 30.5 m of core (every 100 ft). The duplicate samples earmarked for analysis were prepared in an identical manner as the non-duplicate samples, beginning with the cut half core being cut in half again (¼ core sampling). Each piece of quartered core was bagged and given a blind sample identification number for characterization at the lab. The results were un-blinded and paired up with the corresponding data in Microsoft Excel. The results of the duplicate sample tests are shown in Figure 8-8.

The results from the duplicate samples indicate a high level of precision in the sampling and laboratory techniques and support the quality of data and analysis process.

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Figure 8-8LAC Drilling Duplicate Results

Source: Sawtooth 2022

8.5.4Discussion of QA/QC Results

The 2010 sampling program initially saw a 6% failure rate of the QA/QC samples where 17% of the 4,230 Li standards were returning lithium grades exceeding three standard deviations of their tested median grade. ALS began using a new higher-grade lithium standard to improve the calibration of their ICP. Following the improved calibration process, LAC selected the 16 highest lithium values from drill holes WLC-001 through WLC-037 and WLC-040 through WLC-200 to be re-assayed. The samples were sent to both ALS and Activation Laboratories (ActLabs) in Ancaster, Ontario Canada for lithium assays. ActLabs is an ISO/IEC 17025:2017 accredited laboratory and is an independent laboratory with no affiliation with LAC.  The re-assay grade for ALS and ActLabs was 5% and 3% lower than the original assay, respectively. It was concluded that the overall deposit estimate may be lower by at most 2% to 3%. For further assurance, ActLabs was chosen to run lithium assays on 112 random duplicate pulps generated by ALS in April 2011. The results were within 3% of ALS certified lithium grade.

The 2017-2018 LAC sampling programs had consistent quality control results for the duration of the campaigns. Duplicate samples returned with an R2 value of 0.9827, indicating a high-level of precision in the sampling and laboratory techniques and supporting the validity of QA/QC protocols. The duplicate grades extend from 13 ppm lithium to 7,500 ppm lithium. In addition, the blank and standards sample quality programs indicated that the accuracy and precision of the analytical process provides results that can be relied on for resource estimation.

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While the QP agrees that the QA/QC program is sufficient to support Mineral Resource and Mineral Reserve estimates, the QP also recommends that the duplicate program be completed by a secondary laboratory, that the LAC standards be expanded to include a lithium grade close to 1,000 ppm, and that the LAC standards be certified to include the deleterious elements of aluminum, calcium, cesium, iron, potassium, magnesium, sodium and rubidium.

8.6Qualified Person Statement

The QP is of the opinion that the sample preparation, security, and analytical procedures for the drill data for the Thacker Pass Deposit are adequate for use for resource estimation.

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9Data Verification

9.1Site Inspection

9.1.1Sawtooth Mining

Sawtooth's Mineral Resources QP visited LAC's Thacker Pass Project site on November 8, 2018 and September 13 and 14, 2022. The purposes of the visits were to complete QP data verification, site inspections, and independent verification of the lithium grades. No material changes to the exploration drilling or site conditions have occurred on site since the site visits. During the visit, the QP completed the following tasks:

• Visited the Project location to better understand the local geomorphology and layout.
• Visited the active exploration drilling rig to observe the HQ core drilling, core handling, and core transportation. Additional conversations with the exploration geologists included detailed discussions regarding the core lithology being drilled.
• Visited the LAC core shed located near the Project site to review the core storage facility, core logging procedures, core splitting procedures, and sample preparation procedures. While at the core shed, LAC's geologists were actively logging core and an LAC technician was splitting core. A general conversation about the QA/QC program was conducted with LAC's Senior Geologist.
• Visited the onsite meteorological station to review security, access and general conditions of the station.
• Observed bulk sampling of ore material to be used for testing at LAC's Technical Center from the 2022 bulk sampling program.
• Collected samples from the 2022 bulk sampling program for independent verification of the clay/ash lithium grades.
• Verified drill hole collar locations and elevations.
• Visited LAC's Technical Center in Reno.
• Performed a laboratory audit of ALS Reno Laboratory where LAC sends samples for analytical testing preparations.

Pictures showing the site conditions and site inspection activities have been included as Figure 9-1.

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Figure 9-1Site Inspection Pictures

LNC core shed inspection where cores were reviewed and stored.
West waste rock storage facility location.		Observed auger sampling of claystone/ash material.
Field located existing drill hole for collar location and elevation verification.

Source: Sawtooth, 2022

Sawtooth's Mineral Reserves QP visited LAC's Thacker Pass Project site from August 12-13, 2019 and September 13 and 14, 2022, to complete a QP data verification site inspection. Additionally, the QP toured the pilot plant lab in Reno, NV on July 25, 2019 and LAC's Technical Center in Reno on September 15, 2022.  No material changes to the mining location or site conditions have occurred on site since the site visit. During the visits, the QP completed the following tasks:

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• The QP visited the Project location to better understand the general layout of the mining area, dump areas, and plant area.

• During the site visit the QP observed BARR engineering drilling cores for the pit slope stability study. Drilling was being done in the initial pit development area. The QP was able to inspect cores and see lithology.
• During the visit to LAC's pilot lab, the QP observed ore processing steps through the development of clay cake. The QP gained a better understanding of the ore processing.
• Toured LAC's new Technical Center.
• Observed bulk sampling of ore material to be used for testing at LAC's Technical Center from the 2022 bulk sampling program.
• Assisted in collection of samples from the 2022 bulk sampling program for independent verification of the clay/ash lithium grades.
• Visited the LAC core shed located near the Project site. 
• Toured the ALS Reno laboratory where LAC sends samples for analytical testing procedures.

9.2Data Verification Procedures

Excel formatted electronic files containing lithological descriptions, sample assays, hole collar information, and downhole surveys were provided to Sawtooth Mining from LAC for the purpose of generating a geologic resource block model. Certified laboratory certificates of assays were provided in PDF as well as csv formatted files for verification of the sample assays database. Sample names, certificate identifications, and run identifications were cross referenced with the laboratory certificates and sample assay datasheet for spot checking and verification of data by the QP.

9.2.1Drill Core and Geologic Logs

Geologic logs were consolidated from paper archives and scanned PDFs on the LAC network drives. In 2016, each drill log was transcribed into a spreadsheet using the smallest lithologic interval identified in the log to create the highest resolution dataset possible.

Subsequent geologic loggings of drill cores were entered directly into either an Access database or Excel spreadsheets. The data would then be uploaded into the LAC's Hexagon Mining Drill Hole Manager database.

Geologic logs, Access databases, and Excel spreadsheets were provided to Sawtooth Mining for cross validation with the excel lithological description file. Spot checks between excel lithological description file were performed against the source data and no inconsistencies were found with the geologic unit descriptions. Ash percentages were checked in the lithological descriptions and a minor number of discrepancies were found in the ash descriptions. It was determined that less than 0.7% of the ash data contained discrepancies in the lithological description. The QP determined that this 0.7% database error was not material but noted that it should be addressed in the future. 

9.2.2Verification of Drill Hole Survey

The QP located and resurveyed 18 drill holes using a hand-held GPS unit to verify the coordinates and elevations of the drill hole survey database. Table 9-1 lists the holes located and differences in the surveys and Figure 9-2 shows the locations of the drill hole locations and elevations verified by the QP. The surveyed holes matched the coordinates and elevation of the hole survey provided by LAC closely where the actual drill holes could be found.  The drill holes that could not be found did not have permanent markers and are in areas where cattle have been present since the drilling concluded.  The QP is satisfied with the number of drill holes that were located as well as the comparison of the collar locations.

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Table 9-1Drill Hole Survey Verification

DHID	Hand Held GPS			Drill Hole Database			Difference			Comment
	Easting (m)	Northing (m)	Elevation (m)	Easting (m)	Northing (m)	Elevation (m)	Easting (m)	Northing (m)	Elevation (m)
LNC 011	409,812	4,616,847	1,544	409,813	4,616,848	1,546	1	1	1
LNC 018	409,855	4,616,968	1,529	409,854	4,616,969	1,532	(1)	1	3
LNC 118	409,898	4,616,826	1,540	409,898	4,616,825	1,542	0	(1)	2
LNC 088	409,906	4,619,017	1,609	409,916	4,619,034	1,615	10	17	6	No hole was found, evidence for drill pad
LNC 026	409,915	4,618,891	1,594	409,915	4,618,894	1,598	0	3	4
LNC 027	410,111	4,618,836	1,596	410,106	4,618,841	1,599	(5)	5	3
LNC 087	410,115	4,618,979	1,611	410,104	4,618,990	1,617	(11)	11	5	No hole was found, evidence for drill pad
LNC 029	410,273	4,618,845	1,602	410,274	4,618,851	1,607	1	6	5	No hole was found, evidence for drill pad
WLC 120	411,126	4,617,932	1,541	411,125	4,617,932	1,544	(1)	(1)	3
WLC 114	411,249	4,617,988	1,540	411,249	4,617,989	1,542	0	1	3
WLC 063	411,355	4,618,180	1,548	411,358	4,618,181	1,552	3	0	4
WLC 097	411,370	4,618,107	1,544	411,366	4,618,107	1,548	(4)	0	4
WLC 126	411,503	4,618,158	1,547	411,503	4,618,160	1,551	(0)	2	5
WLC 155	411,619	4,618,059	1,543	411,622	4,618,058	1,544	3	(1)	1
WLC173	411,621	4,617,995	1,538	411,622	4,617,996	1,540	1	0	2
LNC 144	413,780	4,617,560	1,474	413,783	4,617,557	1,473	3	(3)	(1)
LNC 138	414,122	4,617,614	1,461	414,133	4,617,616	1,461	11	2	(0)
LNC 115	416,598	4,618,477	1,454	416,598	4,618,476	1,452	(0)	(1)	(2)

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Figure 9-2Drill Hole Verification Locations

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9.2.3Verification of Analytical Data

The QP completed spot checks of the Excel assays datasheet used in the creation of the geologic block model by cross-referencing the assay data with the certified laboratory certificate of assays. Only HQ core holes were reviewed since HQ cores were the only holes used for the estimation of resources. No data anomalies were discovered during this check.

The QP collected samples during LAC's 2022 auger bulk sampling program for independent verification of the lithium clay/ash grades.  The samples were delivered to ALS Laboratory in Reno, NV for processing and analysis.  Figure 9-3 shows the distribution of lithium grades from the 28 independent samples tested by ALS.  Distribution of the lithium grades from the independent verification shows distribution of grades similar to what has been reported from the drill core assays.  Blank and duplicate samples were also included in the independent verification of the auger bulk samples and results of the analysis seem reasonable.

Figure 9-3Independent Verification of Lithium Grades Distribution

Source: Sawtooth, 2022

9.2.4Geological and Block Modelling

Seismic mapping and cross-sectional investigations were the basis for the fault mapping for the Project area. The fault blocks were used as the block model domains to isolate grade among the fault blocks. Once grade was estimated in the block model using variograms, cross-sectional reviews of the grade were performed to inspect the grade displacement at the fault boundaries.

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Verification of the block model was performed by the creation of a geostatistical model and the review of its various outputs. Histograms, HERCO grade tonnage curves, and swath plots were created and analyzed to validate the accuracy of the block model by the QP. The statistical analysis and results are discussed in Section 14. 

9.2.5Limitations of Data Verification

The QP was not directly involved in the exploration data collection or sampling but did verify lithium grades through independent sampling of the 2022 bulk augering drilling program.

The QP did not perform any verifications on the QA/QC blanks, standard or duplicate samples but did review the results of the standards, blanks, and duplicate sampling QA/QC.  Results of the QA/QC protocols seem reasonable and validate the testing and sampling procedures.

9.2.6QP's Statement of Adequacy of Data for Mineral Resources

Data disclosed in this TRS used for the preparation of geologic models for the purpose of Mineral Resource estimations have been verified by the QP. Procedures discussed previously in this section were used by the QP to reconcile any discrepancies upon review of the available data.

While on-site in 2019, the QP observed the techniques and procedures that the LAC geologists were utilizing and is comfortable with the use of the data and results in the Mineral Resource estimate.

It is the QP's opinion that the data provided for this TRS is sufficient for the estimation of Mineral Resources.

9.3Mineral Reserves, Mine Design and LOM Plan Data Verification

The QP reviewed the following as part of the mine planning, cost model and Mineral Reserves data verification.

9.3.1Geotechnical

The slope stability study completed by BARR Engineering in 2019 was reviewed by the QP. The recommendations were implemented in the pit design.  A table of slope configurations can be seen in Section 16.1.

9.3.2Mining Method

The shallow and massive nature of the Thacker Pass deposit makes it amenable to open-pit mining methods. Per uniaxial compression strength studies done by WorleyParsons (Mar. 2018) and AMEC (May 2011), it was determined that mining of the ore clay body can be done without any drilling and blasting. Additionally, LAC was able to excavate a test pit without any drilling and blasting. Only the basalt waste material will require blasting. The mining method assumes hydraulic excavators loading a fleet of end dump trucks.

9.3.3Pit Optimization

The pit optimization was based on initial work completed in the pre-feasibility study. The final EIS pit is limited by several physical features. The north is limited by the Montana Mountains. The west is limited by the Thacker Pass Creek watershed, and the east and south are limited by facilities (mining, waste facilities, and plant).

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It is concluded that the final pit shell along with the waste/ore quantities are reasonable based on the pit optimization inputs and do provide a positive economic value.

9.3.4Mine Design

The EIS pit was used for mine planning. Ramps are assumed to be at a maximum slope of 8%. However, there may be a few instances where ramp slope may approach 10%.  Benches are designed at 50 m wide and a 10 m height with a face angle of 67 degrees. 

9.3.5Production Schedule

Production sequencing was completed using Maptek's Evolution Origin scheduling software. Ore blocks were defined based on the cutoff grade. The QP reviewed the mining sequence and found it to be reasonable and will support the plan.

9.3.6Labor and Equipment

The QP reviewed the assumptions used for equipment fleet size estimation, including equipment capacity, availability, and utilization percentages, equipment operating hours, and haul distances. The truck fleet is adequately sized for the requirements and matches the selected excavators and loaders.

9.3.7Economic Model

The QP reviewed the following economic model inputs: mining cost, mining quantities and mining capital.  Based on the results, the project is economically viable.

9.3.8Facilities and Materials

Through pit optimization routines the QP has verified that the facilities and materials located within the reserve pit boundary can be economically relocated when access to those areas are required during mining.

9.3.9Limitations of Data Verification

The QP was not directly involved in the exploration data collection or sampling regarding geotechnical sampling.

9.3.10QP's Statement of Adequacy of Data for Mineral Resources

Data disclosed in this TRS used for the preparation of the LOM plan for the purpose of Mineral Reserve estimations have been verified by the QP. Procedures discussed previously in this section were used by the QP to reconcile any discrepancies upon review of the available data.

While on-site in 2019, the QP observed the techniques and procedures that the BARR geotechnical engineers were utilizing and is comfortable with the use of the data and results in the Mineral Reserve estimate.

It is the QP's opinion that the data provided for this TRS is sufficient for the estimation of Mineral Reserves.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

10Mineral Processing and Metallurgical Testing

Extensive metallurgical and process development testing has been performed both internally at LAC's Process Testing Center (PTC) and externally with both vendors and contract commercial research organizations. The main objective was to develop a viable and robust process flowsheet to produce battery grade lithium chemicals. Previous test work presented in the Pre-Feasibility Study (2018) will not be discussed in this report, but test reports are available for review. For the 2018 PFS report purposes, the metallurgical test work evaluated a similar flowsheet. The process consisted of ore preparation (upgrading) followed by a sulfuric acid leaching of lithium bearing clay. Lithium carbonate was precipitated with soda ash. Magnesium sulfate as well as sodium and potassium salts were removed via crystallization.

Data collected from test programs has been used for various equipment selection, definition of operating parameters and development of process design criteria for the current flowsheet.

The most relevant metallurgical test data are discussed in this section. Unless otherwise noted, all testing has been performed on material collected from the proposed Thacker Pass pit (see Section 10.1).

10.1Ore Collection for Metallurgical Testing

10.1.1Bulk Sample Collection

The ore samples used for metallurgical testing were collected from the proposed pit at the Thacker Pass deposit. Two sampling campaigns were conducted using an auger drill, one in August 2018 and another in October 2019, collecting approximately 80 t of sample in bulk bags per campaign. The bulk sample hole locations are shown in Figure 10-1, with locations superimposed on the permitted pit outline along with exploration hole locations. Bulk sample holes were selected to target both high and low lithium contents, different clay types, and the life of mine mineralogy of both clay types (Lithium Nevada, 2020). The QP was not involved in the collection of samples for testing or the initial pilot testwork completed on the samples. It is the QP's opinion that the sample type, sampling methodology and size is consistent with sampling this type of deposits. The sample size allowed for meeting the pilot test program objectives.

The holes were drilled with a 32-inch bucket auger bit. Once the bucket was full, the sample was transferred to a bulk bag and labeled (Figure 10-2). Every bulk bag holds roughly 1.5 to 2 ft of material depth in each hole; this is equivalent to approximately 0.9 t of material.

The corresponding hole locations, depths and number of bulk bags collected are outlined in Table 10-1. A reference table is provided showing which bulk bags were used for specific metallurgical tests (Table 10-2).

The samples spatially represent the mineralized deposit. The Thacker Pass pit is up to 122 m (400 ft) in depth. The sampling methodology utilized only allowed samples to be collected to a maximum depth of 26 m (85 ft). The location of the sampling was selected to collect samples that are representative of the various types and styles of mineralization of the whole deposit, namely both the upper and lower depths. The nature of the deposit is a sub-horizonal lakebed that is consistent over large lateral distances; however, there are a few younger faults that uplift lower illite clay horizons to the surface. Half the selected hole locations were in undisturbed upper smectite horizons, and half the holes in uplifted faulted blocks that represent deeper illite clay horizons.

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Table 10-1Corresponding hole locations, depths and bulk bags collected

Hole Reference	Material	Depth m (ft)	# Bags Collected	Bulk Bag Labels
WLC-204	Smectite	0.6-25 (2-82)	26	1(2) - 26(2)
WLC-197	Smectite	3-25 (10-83)	26	27(2) - 52(2)
WLC-112	Smectite	9-17 (30-57)	28	53(2) - 80(2)
WLC-202	Illite	10-17 (32-57)	14	1(1) - 14(1)
WLC-136	Illite	7-24 (22-80)	28	15(1) - 42(1)
WLC-118	Illite	5-16 (17-52)	24	43(1) - 66(1)

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Figure 10-1Bulk sample drill hole locations (WLC-202, WLC-204, WLC-197, WLC-136, WLC-112 and WLC-118)

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Figure 10-2Bulk material sampling

Source: LAC Bulk Sampling Campaign Photos, 2019

Table 10-2Bulk bags used for metallurgical testing

Test Description	Illite Bulk Bags	Smectite Bulk Bags
Materials Characterization	32(1)	2(2)
Attrition Scrubbing - LAC Internal	32(1)	2(2)
Attrition Scrubbing - Weir	32(1)	2(2)
Eriez Crossflow	40(1)	19(2)
FEDINC Weir Pilot Plant *Q4 2021/Q1 2022	21(1), 46(1), 48(1), 66(1), 38(1), 24(1), 43(1), 18(1), 37(1), 35(1), 34(1), 25(1), 22(1), 55(1), 60(1), 29(1)	29(2), 59(2), 61(2), 66(2), 78(2), 75(2), 39(2), 42(2), 10(2), 79(2), 77(2), 71(2), 49(2), 63(2), 26(2), 27(2), 69(2), 31(2)
FLS Thickening	3(1), 6(1), 40(1)	25(2), 68(2), 18(2)
Andritz Thickening	3(1), 6(1), 40(1)	25(2), 68(2), 18(2)
Westech Thickening	3(1), 6(1), 40(1)	25(2), 68(2), 18(2)
GEA Bench Scale Centrifuge	3(1), 6(1), 40(1)	25(2), 68(2), 18(2)
GEA Pilot Scale Centrifuge	3(1), 5(1)	1(2), 15(2)
LAC-Leach Extraction Model Development	17(1), 44(1), 61(1), 15(1), 5(1), 2(1), 12(1), 50(1), 51(1), 8(1)	56(2), 52(2), 12(2), 76(2), 72(2), 16(2), 3(2), 21(2), 14(2), 17(2), 9(2), 11(2), 15(2), 20(2), 19(2), 80(2)
LAC-Leach Extraction (other large scale batches)	54(1), 53(1), 45(1), 39(1), 62(1), 20(1), 23(1), 64(1), 58(1), 40(1), 10(1), 11(1), 13(1), 3(1)	24(2), 48(2), 36(2), 40(2), 1(2), 25(2), 6(2), 8(2)
Leach Extraction - Continuous Data	12(1), 2(1), 50(1), 51(1), 8(1)	20(2), 40(2)
Hazen Leach Testing		3(2)

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Test Description	Illite Bulk Bags	Smectite Bulk Bags
FLS Leach Testing	3(1), 6(1), 40(1)	25(2), 68(2), 18(2)
LAC-Limestone Reagent Efficiency	11(1), 3(1), 58(1), 40(1)	19(2), 25(2), 6(2)
LAC-Neutralization w/ CaCO3 & Mg Precipitation Solids	33(1), 57(1), 52(1), 26(1)	23(2)
Diemme Neutralization Slurry Filtration (bench)	5(1)
SNF Flocculant Screening	26(1), 33(1)	18(2), 23(2)
LAC-Cut Size Leach Investigation	26(1), 57(1), 33(1), 52(1)	68(2), 23(2), 13(2), 18(2)
LAC-MOL Reagent Efficiency	8(1), 50(1), 51(1)
LAC 70/30 Blend Leach	33(1), 52(1), 57(1)	18(2), 68(2)
Brines - Crystallization Tests	Composites of smectites and illites.

10.1.2Samples for Variability Study

The first five years of the mine plan are shown in the drillhole locations below in Figure 10-3. The samples tested cover all the area in years one to five. Thirty-seven composite samples out of fourteen drillholes were collected from retained assay coarse reject bags and shown in Figure 10-3.

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Figure 10-3Sample Locations for Leach Variability Study

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Table 10-3Samples for Variability Study

Sample name (composites)	Hole ID	Depth from (m)	Depth to (m)	Mining year	Assay1
					[Li] ppm	[Mg] ppm	Ash%
1+2	LNC-020	16.06	62.48	3,4,5	4235	61922	31%
3	LNC-020	36.45	69.04	4,5	4740	59493	26%
4+5	LNC-021	6.04	69.59	2,3,4,5	4094	59225	43%
6	LNC-021	34.32	74.25	5	5658	63604	21%
7+8	LNC-028	14.51	79.64	2,3	4315	60917	25%
9	LNC-073	10.73	56.63	3	3341	38094	38%
11	LNC-073	10.73	56.63	3	3341	38094	38%
12+13	LNC-075	10.39	57.36	1,5	3783	59423	32%
14	LNC-075	25.3	55.72	1,5	5344	62638	26%
15+16	LNC-077	13.41	65.78	1,2	3757	54573	26%
17	LNC-077	18.84	53.77	1,2	4784	73684	18%
19	LNC-079	11.61	51.82	1	4746	57054	23%
22	LNC-090	41.76	71.38	5	3387	44745	22%
25	LNC-091	43.04	79.74	5	4333	47751	29%
27	LNC-092	9.20	40.63	3,4	4878	55706	15%
28+29	LNC-094	7.35	47.43	2,5	3770	52800	28%
30	LNC-094	33.07	57.06	3,5	4220	52258	20%
32	LNC-101	0	31.06	3,4	4322	47464	34%
33+34	WLC-201	7.56	50.72	1,4,5	4381	65036	43%
35+36	WLC-204	15.09	83.58	3,4,5	3266	55173	56%
37	WLC-204	18.11	72.39	3	2902	46869	38%
Average	NA	NA	NA	NA	4171	55073	30%

¹Assay for blended samples (e.g. 1+2) are calculated from the sample assays at a 70/30 ratio.

10.2Metallurgical Test Work by Area

10.2.1Beneficiation

10.2.1.1Comminution

Samples of both clay types, hard ash (intermittent layers in the clay deposit) and limestone from local sources (see Section 10.2.3.7) were submitted for materials characterization testing by Hazen and FLSmidth, Inc. Specifically, Bond ball mill work index (BWi), Bond abrasion index (Ai), Bond impact work index (CWi), and unconfined compressive strength (UCS) were measured, with results listed in Table 10-4 (Hazen, 2021).

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Table 10-4Summary of materials characterization testing (FLSmidth)

Material Type	Bulk Bag Reference	BWi, kWh/t	Ai, g	CWi, kWh/t	Approximated UCS (psi)
Smectite	2(2)	13.1	0.0066	2.8	508	-	-	-
Illite	32(1)	10.1	0.0046	2.5	367	379	684	-
Hard Ash (in clay deposit)	N/A, composited from core samples	12.2	0.1055	7.6	1110	9760	2151	2109
Limestone	N/A, local deposit sample	9.7	0.0005	8.8	6420	8847	6930	5163

The clay samples had very low work indices, and both are considered "soft" within the Hardness/Resistance to breakage ranges (CWi <10). The impact energy was also low. The hard ash and limestone samples are also considered as "soft" materials per the Bond impact work index values.

Results from this analysis were used to appropriately design and size the feeder breakers and mineral sizers to reduce run-of-mine (ROM) material down to the target size to feed downstream unit operations.

10.2.1.2Attrition Scrubbing

Lithium is highly concentrated in the clay fraction, while gangue material has minimal lithium value. This is confirmed by analysis of ore samples via Sensitive High Resolution Ion Microprobe (SHRIMP), where lithium concentration is as high as 1.81 wt.% in the clay regions located in the boundaries of detrital grains (Figure 10-4).

Figure 10-4Lithium distribution in clay and gangue (SHRIMP analysis)

Source: Benson and Coble (in prep for submission), Hydrothermal enrichment of lithium in intracaldera claystones, 2022

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Attrition scrubbing (a form of high intensity slurry mixing) has proven to be an effective technique to liberate lithium bearing clay from gangue material (detrital grains). The scrubber imparts enough energy to disperse clays to fine particles while leaving harder gangue minerals in the larger size fractions.

Attrition scrubbing tests at the PTC were done on illite, smectite, and mixtures thereof at various slurry densities and residence times (Lithium Americas Corporation, Attrition Scrubbing Bench Studies, Reno, NV: Internal Document, 2021). The discharge slurries were wet screened and assayed by size fraction to quantify mass and elemental distribution. Test results showed that optimum scrubbing conditions were achieved at 30% solids slurry density and 10 minutes residence time. At higher percent solids the slurry becomes too viscous for efficient scrubbing, and longer residence times result in overgrinding of coarse gangue. Depending on the clay blend, 88-96% of the lithium was located in particles smaller than 38 µm after scrubbing, while 79-66% of the total mass was in the same size fraction (Table 10-5). This demonstrates that attrition scrubbing can be effective to separate lithium-containing clays from coarse gangue material.

Table 10-5Attrition Scrubbing Test by LAC

Size (µm)	100% smectite	75% smectite / 25% illite	50% smectite / 50% illite	25% smectite / 75% illite	100% illite
	% Passing, Li
1000	99	97	99	99	99
500	99	97	99	99	99
300	96	97	99	98	98
150	93	94	97	97	98
75	91	93	96	96	97
53	90	92	95	94	97
38	88	91	94	93	96

Size (µm)	% Passing, total mass
1000	98	94	91	88	86
500	97	93	89	85	83
300	94	92	87	83	80
150	88	85	82	77	74
75	83	80	78	72	70
53	82	79	76	70	68
38	79	76	73	68	66

Independent attrition test work performed by a process consultant (FEDINC) indicated that a "mild" scrub followed by an "intense" scrub can result in better overall clay liberation (FEDINC/Weir. Attrition Scrubbing). For a 50/50 smectite/illite blend, a 5 minute "mild" followed by 5 minute "intense" scrub resulted in 95% of lithium reporting to a minus 212 µm fraction. A single attrition stage resulted in 83% of lithium reporting to the minus 212 μm with just the 5 minute "intense" scrub (Table 10-6).

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Table 10-6Li and mass distribution of 50/50 clay slurry blend post attrition scrubbing, "intense" vs "mild + intense"

Size µm	% Mass Distribution		% Li Distribution
	Intense	Mild + Intense	Intense	Mild + Intense
+212	35	17	17	5
-212/+38	11	23	8	14
-38	53	60	76	80

The flow sheet has two stages of scrubbing: a log-washer (mild) followed by attrition scrubbers (intense). A screen on the attrition scrubber discharge will remove +1" material. It is assumed that this coarse fraction will only be 1% of the total mass in the discharge slurry. Note that in the FEDINC study, the "intense" scrub was performed at 50% solids and for five minutes, whereas internal test work has shown the optimum to be 30% solids and 10 minutes. Thus, the results of these tests demonstrate the viability of the two-stage attrition circuit. The lithium recovery design criteria is based on the data collected by LAC under best operating conditions (Table 10-5).

Pilot scale test work of the two-stage scrubbing circuit has been completed at FEDINC to confirm assumed operating conditions and lithium recoveries for the current flowsheet (FEDINC, 2022). See Section 10.2.1.6 for details.

10.2.1.3Classification

In the process flow sheet, conventional cyclones will be utilized to achieve approximately 75 µm separation from the attrition scrubbing product. The cyclone overflow containing the major fraction of the minus 75 µm material will be directed to a thickener. The underflow from the cyclone, containing residual fines and coarse gangue will be processed through a hydraulic classifier. The hydraulic classifier overflow will be directed to the thickening stage and the underflow will be dewatered, then sent to a coarse gangue stockpile for use in mine reclamation.

Based on mine plan optimization to maximize recoverable lithium, the resultant blend to feed the plant averages 59% illite and ranges between 30 to 70%, with the remaining amount as smectite (see Sections 15 and 16). Based on the data in Table 10-5, at 75 µm approximately 4% of lithium and 28% of the total mass should report to the hydraulic classifier underflow stream as coarse gangue. However, it is assumed that the mass of material reporting to coarse gangue will be more closely aligned with the overall pit ash content, which is approximately 34%. For lithium, it is assumed that 92% of the lithium contained in the ROM material will report to the minus 75 µm overflow streams (Table 10-7).

Table 10-7Process design criteria for classification, 75µm separation size, 70/30 illite/smectite blend

Separation size 75 µm	Test Work	Process Design Criteria	Justification
% Li recovered	96	92	Minor losses of lithium due to separation inefficiency in plant versus bench tests and additional mass removed
% coarse gangue mass rejected	28	34	Assumed to align with estimated mass % of ash in overall pit

Samples of attrition scrubber discharge slurry of both illite and smectite generated at the PTC were submitted to Eriez Flotation Services to test size separation of clay fines and coarse gangue via a hydraulic (crossflow) separator (Eriez Flotation Division. Teeter Bed Separator Metallurgical Service Test Report for LAC. Erie, PA: s.n., 2021). This simple unit operation relies on a controlled up-flow of water in a teeter bed to make a high efficiency separation of particles based on size. An example of the size separation for both clay types can be seen in Figure 10-5, where a clear boundary layer of fines and coarse material is observed. Performance of the hydraulic classifier with primary cyclone underflow was validated at the FEDINC pilot plant (FEDINC, 2022).

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Figure 10-5Smectite and illite fines separation in a pilot crossflow separator

Source: Eriez Flotation Division. Teeter Bed Separator Metallurgical Service Test Report for LAC. Erie, PA: s.n., 2021

The particle size distributions (PSD) of the hydraulic classifier feed, overflow, and underflow for both illite and smectite are shown in Figure 10-6. For both materials, most fines reported to the overflow. Classification efficiency is determined by the partition coefficient, which indicates the mass % of material reporting to the overflow for a given particle size. The partition coefficients by size fraction for both materials are also shown in Figure 10-6, demonstrating that 100% of the minus 75 µm is projected to report to the overflow. The test data indicate that cross flow type separators provide an appropriate particle size separation technology. Industrial units for the flowsheet were based on material flows and a 75 µm target separation size.

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Figure 10-6PSD's and partition coefficients of illite and smectite in the hydraulic classifier

Source: Data Adapted from Eriez Flotation Division. Teeter Bed Separator Metallurgical Service Test Report for LAC. Erie, PA: s.n., 2021

It should be noted that in the process plant, the feed to the hydraulic classifier will be primary cyclone underflow and not attrition scrubber discharge slurry as evaluated at Eriez. Thus, the feed to the hydraulic classifier will have a coarser size distribution compared to the test slurry but is not anticipated to affect operation or result in additional equipment compared to the current design. Performance of the hydraulic classifier with primary cyclone underflow was validated at the FEDINC pilot plant.

10.2.1.4Solid Liquid Separation

After classification, the clay fines are directed to a thickener to dewater and increase the percentage of solids ahead of the leaching process. The objective is to feed the leaching circuit with the highest percent solids slurry. This will allow for recovery of the maximum amount of water that can be recycled back to attrition scrubbing and classification circuits. This reduces the amount of water to be evaporated downstream. The maximum thickener underflow densities achieved in test work ranged from 20 to 39% solids.

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Three illite and three smectite sample sets were sent to vendors for thickening studies:

• Andritz Separation Technologies. Laboratory Report LAC Thickening Studies. 2021.
• FLS. LAC Pre-Leach Thickening and Rheology Test Report. 2021.
• Westech. Westech Testing Report Lithium Americas Thacker Pass. 2021.

A variety of flocculants and dosages were tested by each to determine and optimize settling rates, underflow densities, flocculant dosage rates, and scale-up parameters. Results from each independent study were closely aligned, with each vendor determining a similar achievable underflow density, flocculant type and dose. Table 10-8 shows the results of the campaign from a 50/50 blend of illite and smectite.

Table 10-8Solid-Liquid Separation test results 50/50 illite/smectite blend

Supplier	Westech	Westech	Westech	Andritz	FLS
Thickener Type	deep bed paste	high density paste	high rate	high rate	high rate
design unit area (m2/(t/d))	0.36	0.36	0.36	0.12	0.08
Diameter (m)	24	35	50	50	30
Feed Rate (dry t/h)	300	300	300	450	250
Feed Density (% S)	5-8	5	3	3	3
Discharge Density (% S)	39	27-36	20	20	25-36
Flocculant Dosage (g/t)	200	200	200	350	200

Results from the thickening tests indicate that a feed density of 3-8% followed by flocculant dosing of 200 g/t can achieve a varying discharge density of 20-39% solids in the underflow. Since none of the results indicated that clay slurry could be thickened to the target density, decanter centrifuges were considered for additional dewatering after the thickener. For design purposes, a high-rate thickener was selected with a target underflow density of 20-25% solids.

10.2.1.5Decanter Centrifuging

Representative samples of illite and smectite thickened clay slurry were provided to vendors for bench scale decanter centrifuge testing:

• GEA. Bench Scale Decanter Centrifuge Testing Report. 2021.
• Andritz Separation Technologies. Bench Centrifuge Testing Report. 2021.

Both vendors tested different operating conditions, such as slurry feed density, g-force, and flocculant dosing. Test work confirmed that thickener underflow could be further dewatered to produce slurry densities around 50% solids (49% on average). Further pilot scale testing was performed confirming the bench scale results (GEA, 2021). Figure 10-7 shows the pilot scale decanter centrifuge discharge cake solids density and a photo of the generated cake.

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Figure 10-7Pilot decanter centrifuge results

Source: Pilot Scale Decanter Centrifuge Testing. GEA. 2021

Based on these tests, decanter centrifuge equipment was selected to generate a leach feed containing approximately 50% solids from solid-liquid separation.

10.2.1.6Large-scale Beneficiation Piloting

Large-scale piloting was performed with Weir Minerals in partnership with Florida Engineering and Design, Inc. (FEDINC) with the objective of confirming that the selected flowsheet meets Project requirements. The key parameters to be confirmed were coarse gangue rejection, lithium recovery, and pulp density of the decanter centrifuge final product sludge.

10.2.1.6.1Scope

The scope of work was to perform pilot plant testing of the critical equipment of the current beneficiation flowsheet as shown in Figure 10-8 for samples of three (3) blends of material that was fed at a rate of 454 kg/h (1,000 pounds per hour) to the Log Washer and Attrition Scrubber, see Figure 10-9. Note that prior to feeding the material was screened to remove plus one inch.

The remainder of the pilot plant was fed at approximately 5,448 kg/h (12,000 pounds per hour) to confirm performance in the classification section at the largest scale possible, see Figure 10-10. The resulting fines from the classification circuit were then fed to a thickener followed by a decanter centrifuge, see Figure 10-11.

The mineral processing equipment installed at the pilot plant facility follows:

• Log Washer
• Attrition Scrubbers (x3)
• Primary Cyclone
• Hydraulic Classifier
• Dewatering Screen
• Thickener
• Decanter Centrifuge

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The flow diagram and pictures for the beneficiation and classification circuits as well as solid-liquid separation circuit are presented in Figure 10-8 through Figure 10-11.

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Figure 10-8Large Scale Beneficiation Pilot Plant Process Flow Diagram

Source: FEDINC, 2022

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Figure 10-9Log Washer and Attrition Scrubber

Source: FEDINC, 2022

Figure 10-10Primary Cyclone, Hydraulic Classifier and Dewatering Screen

Source: FEDINC, 2022

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Figure 10-11Thickener and Decanter Centrifuge

Source: FEDINC, 2022

10.2.1.6.2Results

Mass rejection of coarse gangue was in the expected range for the life of mine. The lithium recovery for Campaigns 1, 2, and 3 was approximately 90% versus a target of 92% for this circuit. Coarse gangue rejection at the dewatering screen is shown in Figure 10-12. During the campaigns it was noted that the hydraulic classifier discharge valve was difficult to control resulting in upsets of the hydraulic classifier bed that affected separation performance. The valve was replaced with one of more appropriate size and a fourth campaign was conducted. Results from Campaigns 1 to 3 are presented in Table 10-9 (FEDINC, 2022).

Table 10-9Campaign 1 to 3 Material Balance Results

Campaign	Ore kg (lb)	Clay Blend, %Illite/Smectite	Ore, % Moisture	Li % Recovery	% Coarse Gangue Rejection
1	5,448 (12,000)	50 / 50	10.4	89.6	33.0
2	5,448 (12,000)	65 / 35	10.4	90.8	24.7
3	5,448 (12,000)	50 / 50	10.2	90.3	33.1
			Average	90.2	30.4

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Figure 10-12Coarse Gangue Rejection

Source: FEDINC, 2022

Lithium recovery in campaign 4 was approximately 94%. This recovery is the highest obtained during pilot plant testing. Coarse gangue rejection was lower when compared to Campaigns 1 to 3. It should be noted that the feed consisted of crushed material that was originally coarser than one inch (plus one inch material) that resulted from crushed ore screening from Campaigns 1-3. This resulted in a lower amount of oversized coarse gangue material in the feed. The clay blend ratio for the composite sample used in Campaign 4 is unknown. Therefore, the coarse gangue rejection and the lithium recovery obtained are not considered representative of the deposit. Results from Campaign 4 were not used to determine expected plant recovery.

The results from this fourth campaign are outlined in Table 10-10 below.

Table 10-10Campaign 4 Material Balance Results

Campaign	Sample, kg (lb)	Sample % Moisture	Li % Recovery	Coarse Gangue Rejection (%)
4	4,792 (10,554)	6.5	93.8	11.9

10.2.2Solid - Liquid Separation Circuit

Both the thickener and the decanter centrifuge met the desired objectives. Based on test data, a final product of approximately 55% solids (by weight) from the decanter centrifuge can be expected. The particle size distribution in the thickener underflow was in a 90-95% range passing 75 microns. Campaign 3 thickener underflow particle size distributions from several samples taken are depicted in Figure 10-13. This particle size distribution is finer than the target size of 80% passing 75 microns.

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Figure 10-13Campaign #3 Thickener Underflow (50% Smectite / 50% Illite)

Source: FEDINC, 2022

10.2.3Leaching and Neutralization

The concentrate product from the classification circuit is directed to the leach circuit. Lithium contained in clay rich leach feed is dissolved with sulfuric acid in agitated leach tanks. After leaching, excess acid is neutralized with limestone and recycled magnesium hydroxide prior to filtration of the neutralized leached residue.

10.2.3.1Optimum Sulfuric Acid Dose

The objective of the leach circuit is to optimize lithium extraction. Acid dose has a strong effect on lithium leach extraction. Three samples of illite and smectite were leached by FLS at different acid dosage levels. The average extractions are shown in Table 10-11 (FLS, 2021a). For both clay types, lithium extraction increased with acid dose.

Table 10-11Lithium leach % extraction of illite and smectite vs sulfuric acid dose

Clay Type	Avg. Li head grade (mg/kg)	Acid dose (tonne acid/tonne solids in leach feed slurry)
		0.45	0.50	0.55
		Lithium Leach Extraction, %
Illite	4,590	67	84	87
Smectite	2,909	71	83	91

Using the measured leach extractions, the optimum acid dose can be calculated. As sulfuric acid is the limiting reagent, the tonnage fed to leach is thus dictated by acid production rate (nominal 3,000 t/d Phase 1 and 6,000 t/d total for Phase 2). The total mass of lithium extracted for each acid dose scenario is calculated in Table 10-12, where the total mass of solids in leach feed slurry is based on 3,000 t/d sulfuric acid availability.

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Table 10-12Lithium extractions for various acid dose scenarios

Acid dose (tonne/tonne solids in leach feed slurry)	Solids in leach feed slurry (t/d, 3000 t/d acid basis)	Total Tonnes Li extracted per day
		Illite	Smectite
0.45	6,667	20.5	13.8
0.50	6,000	23.1	14.5
0.55	5,455	21.7	14.4

Maximum mass of lithium extracted (23.1 t/d+14.5 t/d) occurs at a dose of 0.5 tonnes acid/tonne solids for both clay types and is used as the design acid addition rate (design = 0.49 tonne acid/tonne solids).

10.2.3.2PTC Leach Results

LAC has performed extensive leach testing on material collected from various locations throughout the deposit (Section 10.1). Over 100 large leach batch tests were performed in 0.38 m³ tanks. Approximately 0.36 t of slurry were processed per batch. Different clay compositions and sulfuric acid doses were tested to determine the lithium leach extraction, kinetics, and sulfuric acid requirement to maximize lithium extraction. The lithium leach extraction data for all batches was selected by lithium grade (≥2,500 ppm) after removal of coarse gangue and design acid dose. The leach data results are depicted in Figure 10-14.

Figure 10-14Large batch lithium leach extraction, Li ≥ 2,500 ppm, 0.5 acid dose

Source: LAC, 2021

On average, illite tends to have higher lithium leach extraction compared to smectite. Smectite batches where extraction was below 70% correspond to high magnesium content in the leach feed slurry (≥ 9.4 wt.% Mg). Conversely, low magnesium content corresponds with higher leach extraction.

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10.2.3.3Lithium Leach Extraction Model

The data in Figure 10-14 was used to build a multivariate model in Minitab® software. The model predicts lithium extraction based on lithium and magnesium content in the leach feed. The predicted extraction versus measured extraction is shown in Figure 10-15.

Figure 10-15Actual lithium leach extraction percentage vs model prediction

Source: LAC, 2021

The leach model was applied to the block model to optimize the mine plan for total lithium to be extracted. The results from the model indicate that a ~70/30 illite/smectite blend yields a lithium leach predicted extraction of 87% on average over the life of mine (Section 16). Since illite has lower magnesium content and thus higher lithium leach extraction, it is the primary component of the blend. Five different blends of 70/30 illite and smectite were leached at the PTC for confirmation, with an 84% average extraction (Table 10-13) (Lithium Nevada, 2021).

Table 10-13Lithium leach extractions of various 70/30 illite/smectite blends

Blend	Bulk Bag Illite	Bulk Bag Smectite	% Li leach extraction
1	33(1)	18(2)	90%
2	33(1)	68(2)	89%
3	57(1)	68(2)	81%
4	57(1)	18(2)	86%
5	52(1)	18(2)	73%
Average			84%

It should be noted that the average leach extraction was close to the average predicted leach extraction of 87% per the mine model blend. The mine plan used for this study does not allow smectite with high magnesium content to be fed to the process plant due to the low lithium leach extraction. Using the data in Figure 10-14 and excluding the low recovery smectite samples (based on ore control), average lithium leach extractions are 86.5% for illite and 78.5% for smectite. The calculated lithium leach extraction for a 70/30 blend is 84%.

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10.2.3.4Batch vs Continuous Leach

In addition to the batch leaches, continuous leach experiments have been performed in a gravity overflow reactor arrangement at the PTC. Numerous leach batches of ore have been conducted in a continuous mode with the same residence time and acid dose to compare against the data collected in the batch tanks. In Figure 10-16, a comparison of lithium leach extraction in batch vs continuous mode is shown.

Figure 10-16Continuous v batch lithium leach extraction

Source: LAC, 2021

Excellent agreement is observed in the data sets, further validating confidence in the batch leach data used for scale-up of the continuous process. Note that the data in Figure 10-16 is for either pure smectite or pure illite leach feed and is not representative of the average mine model blend. Thus, the data merely demonstrates agreement between batch and continuous but does not show expected leach extraction.

10.2.3.5Leach Kinetics

In terms of kinetics, all data collected to date shows the leach reaction is relatively fast. For example, in Figure 10-17, kinetic data on a smectite sample at different temperatures is shown (Hazen, 2021b).

Figure 10-17Lithium leach kinetics at various temperatures

Source: Data Adapted from Hazen Research, Summary of Acid Leach Results, 2021b

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The impact of temperature on lithium leach kinetics was minimal. The dashed lines show the normal plant design residence time (180 min) and the residence time in case of a tank outage/bypass for maintenance purposes (120 min). Therefore, the design residence time (180 minutes) is deemed sufficient to extract the soluble lithium present in the leach feed. Similar kinetics were observed for illite samples and are assumed to apply to blends.

10.2.3.6Leach Feed Particle Size

Leach tests on two particle size separation sizes were performed by LAC on 4 different illite and 4 different smectite samples at the target acid dose. Separation sizes investigated were 75 µm and 38 µm. Figure 10-18 depicts the lithium leach extractions for both particle sizes evaluated (Lithium Nevada, 2021a).

Figure 10-18Lithium leach extractions for 75 µm and 38 µm particle sizes

Source: Lithium Americas Corporation, Leaching Size Test Report, 2021

No significant difference in lithium leach extraction was observed between the two sizes. At the 75 µm separation size, the smectite lithium leach extraction averaged 83% while illite leach extraction averaged 92%.

10.2.3.7Neutralization

After slurry is leached, residual acid is neutralized to raise the pH to precipitate most of the aluminum and iron in solution. LAC plans to obtain limestone from nearby sources. In Table 10-14, the results for limestone purity of the samples are shown, with assays completed by three individual sources. The purity fluctuates between 77-100% calcium carbonate, CaCO₃, depending on sample location. Silica is the major impurity, with magnesium, aluminum and iron also present.

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Table 10-14Limestone purity analysis of local grab samples

Sample #	Description	CaCO3 (%)	MgCO3 (%)	SiO2 (%)	Al2O3 (%)	Fe2O3 (%)	Total (%)
Analysis 1 (Lhoist)
1	+3/8"	96.5	0.7	0.9	0.0	0.1	98.4
1	-3/8"	96.6	0.8	8.0	0.1	0.1	98.6
2	+3/8"	76.9	0.7	9.1	0.3	0.2	99.1
2	-3/8"	83.2	2.2	8.7	0.2	0.5	99.5
3	+3/8"	81.2	0.7	16.2	0.1	0.2	99.0
3	-3/8"	86.5	1.4	9.3	0.2	0.2	99.2
Analysis 2 (Western Lithium Corporation)
Sample #	Description	CaCO3 (%)	MgO (%)	SiO2 (%)	Al2O (%)	Fe2O3 (%)	-
1	Bulk	101.2	1	3.15	0.1	0.1	-
3	Bulk	88.1	3.45	3.05	0.2	0.1	-
Analysis 3 (Lithium Americas Corporation)
Sample #	Description	CaCO3 (%)	Mg (ppm)	-	Al (ppm)	Fe (ppm)	-
4	Bulk	92	4946	-	716	2235	-
5	Bulk	92	4876	-	668	1333	-

Pulverized limestone has been tested as neutralization reagent at the PTC and by others. In Figure 10-19, a comparison of pulverized local limestone and vendor supplied limestone showed that the local limestone had similar efficiency to commercially available product (FLS, 2021a). The limestone consumption for all samples tested is shown in Table 10-15, where the average consumption over all samples was 0.12 g CaCO₃/g solids in leach feed slurry.

Table 10-15CaCO₃ consumption to achieve pH 3.5 in neutralization slurry

Bulk Bag	Type	g CaCO3/g LF slurry for pH 3.5
25(2)	Smectite	0.10
18(2)	Smectite	0.16
68(2)	Smectite	0.04
6(1)	Illite	0.07
3(1)	Illite	0.18
40(1)	Illite	0.18
Avg.		0.12

At the PTC, limestone consumption to achieve pH 3.5 was 0.1 kg CaCO₃/kg LF solids across 11 large scale batches. In the process design criteria, limestone addition is based on controlling the neutralization outlet stream to a pH target. It will vary depending on residual acid content, iron, and aluminum solution values.

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Figure 10-19Local CaCO₃ & vendor purchased comparison of pH vs limestone addition

Source: Data Adapted from FLS. LAC Leach and Neutralization Results 2021

Large batch neutralization tests have also been performed using both CaCO₃ and recycled magnesium precipitate (magnesium hydroxide/calcium sulfate solids), as currently designed in the flow sheet. In these tests, pulverized limestone was added to a target pH ~3.5, then a slurry containing magnesium precipitation solids was added to a target pH of ~7. This simulates the two-stage neutralization circuit. It has been confirmed over multiple batches that the magnesium solids are effective as a neutralization reagent and capable of bringing the final slurry pH to a target range of 6-7. Testing has confirmed that at the end of neutralization, aluminum and iron are almost completely removed (Table 10-16).

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Table 10-16Data for neutralization batches using CaCO₃ and Mg Precipitation solids

Bag/Batch	Initial leach slurry solution values			Final neutralized slurry solution values
	H2SO4 g/L	Al mg/L	Fe mg/L	Al mg/L	Fe mg/L
23(2)-1	28.5	6324	9318	<10	<10
33-1	35.5	2460	7198	<10	<10
57-1	51.5	3327	7377	<10	ND*
57-2	41.5	3119	7001	<10	<10
52-1	32.6	3521	4806	<10	<10
52-2	42.5	2865	5113	ND*	ND*
26-2	23.1	2911	5349	<10	<10

*ND = non-detect

10.2.3.8Neutralization Slurry Filtration

After neutralization, the leach residue is filtered in membrane filter presses, with the objective to generate a dry cake suitable for stacking in the CTFS, and to recover lithium in solution. Hundreds of filtration batches have been performed by LAC on a pilot scale membrane filter press. Filter cakes produced are consistently uniform, friable, and with 35 to 40% moisture content as measured drying at 105°C (Figure 10-20). Tests performed by multiple filtration equipment vendors have confirmed final filter cake characteristics:

• Diemme. LAC Filtration Testing Report. 2021.
• Metso Outotec. Filtration Testing Report. 2021.

Figure 10-20Pilot membrane filter press and resultant filter cake

Source: LAC, 2021

Washing the filter cake to recover any residual filtrate is critical to minimize lithium losses to the CTFS. Washing tests were performed, and the wash water demand versus wash recovery is shown in Figure 10-21. One phenomenon that was observed by a filter vendor (Diemme) is filter cake breakthrough, where cracks in the filter cake provide channels for wash water to bypass the cake resulting in low wash efficiency. This was observed where wash water flow rates and pressures were high, indicating these variables must be tightly controlled for efficient washing. At optimum conditions, it was found that at a wash water consumption of ≥1.4 (mass wash water/mass solids washed), wash efficiency could exceed 90%. In the process design criteria, washing is specified as taking place in two stages, each stage having a mass of wash solution to solids ratio of 1.1 for a total of 2.2 wash consumption. In the first stage, recycled wash liquor is used, and in the second stage fresh water is used. It is assumed that this wash strategy will be able to achieve 90% recovery based on the bench scale results (Figure 10-21). At 90% wash efficiency, about 98% of the total lithium in solution is recovered (filtrate + wash solution), with ~2% loss to residual liquor entrained as moisture in the filter cake. The leached residue in the filter cake will be in a 600-700 ppm range lithium based on 87% extraction.

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Figure 10-21Wash consumption vs lithium wash recovery tests

Source: Data Adapted from Diemme Testwork, 2021

Pilot plant filter cake wash testing at the manufacturer resulted in high losses of lithium on scale-up (Diemme, 2022). Based on filter cake washing test results a new wash strategy was developed.

10.2.3.9Counter Current Decantation and Filtration

Counter Current Decantation (CCD) has been investigated as an alternative washing process technology. High density thickener test work by FLSmidth resulted in underflows from 32% to 33% using SNF AN-934SH flocculant. Flocculation was successful as shown in Figure 10-22. Parallel work with SNF for settling and rheology test work indicated that 32 to 33% solids can be expected in a CCD circuit with AN-905S flocculant. Anionic flocculant requirements were in an 80-150 g/t solids range depending on the number of stages. Table 10-17 shows the maximum operation density range for standard and high-density thickener designs per SNF. Owing to the improved underflow solids content, high density thickeners have been selected.

Table 10-17SNF Maximum Thickener Underflow Operating Density

Material	Maximum Recommended Operating Density Range Based on Full Shear Data for Standard Thickener Design (30 - 50-Pa Yield Stress Limitation) (%)	Maximum Recommended Operating Density Range Based on Full Shear Data for High Density Thickener Design (75 - 100-Pa Yield Stress Limitation) (%)
CCD1	29.5% - 32.0%	33.9% - 35.3%
CCD 3	29.5% - 32.3%	34.6% - 36.2%

Subsequent filtration at FLSmidth with a recessed chamber filter press (without membrane squeeze) achieved a competent cake with 39% moisture content when drying at 55 degrees Celsius. No washing occurs in the filter press.

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With seven stages of CCD applying a 95% stage mixing efficiency and subsequent filtration without washing stage, losses of lithium in solution entrained as moisture in the filter cake were estimated at approximately 1%.

Figure 10-22Dynamic Thickener Testing at FLSmidth

Source: Photo from FLSmidth laboratory, SLC, 2022

10.2.4Magnesium and Calcium Removal

10.2.4.1Magnesium Sulfate Crystallization

Magnesium is removed in a primary stage of crystallizers designed to crystallize as much magnesium as possible in the form of hydrated magnesium sulfate (MgSO₄*xH₂O) salts where x varies with temperature. A critical aspect of magnesium sulfate crystallization is to avoid lithium losses to the salts, because at a threshold concentration of lithium and potassium in solution, lithium can form a double salt with potassium. Therefore, understanding the LiKSO₄ phase boundary limit is essential to operate the magnesium crystallizers effectively. LAC, with the assistance of a research partner, has mapped this boundary using in-situ real time monitoring tools during crystallization of brine solutions generated at the PTC. LAC now has a custom phase diagram specific to Thacker Pass brines.

In addition to the fundamental studies in progress, continuous bench and pilot scale test work on neutralized brine solution produced by LAC has been performed. The objective of these scoping studies was to verify the maximum amount of magnesium that can be removed without lithium losses. Test work was conducted on brine supplied by LAC to explore operating conditions of the crystallizer (Aquatech, 2021). First, the conditions at which lithium first starts to precipitate were identified.

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At optimum conditions, crystallization was able to remove on average 79% of the incoming magnesium without lithium precipitation. This has been verified by other independent testing. Crystals were relatively large and easy to wash/dewater and remove via centrifugation.

Crystallizer sizing and target design conditions have been incorporated into the flow sheet per vendor test results and recommendations. The precipitated magnesium salts are removed and washed via centrifugation and conveyed to the CTFS, while the filtrate is processed downstream. About 3.7% of the lithium in solution is lost as residual mother liquor on the crystals based on anticipated residual moisture and wash efficiency of the centrifuge cake.

10.2.4.2Magnesium Precipitation

The residual magnesium in the centrate that is not removed in the crystallizers is then chemically precipitated with milk of lime (MOL), where magnesium hydroxide (Mg(OH)₂) and gypsum (CaSO₄) are the main precipitates formed. Extensive testing on this process has been performed by LAC and by others. Testing proved (Hazen, 2021a) at a stoichiometric factor of 1, magnesium is removed from solution to a concentration of less than 15 mg/L, exhibiting good reagent efficiency in the circuit. Internal test work has verified stoichiometric addition of MOL, and a stoichiometric factor of 1.05 is used in the design criteria.

The Mg(OH)₂/CaSO₄ precipitates are filtered in a plate and frame filter press, similar to the neutralization slurry, and filter press sizing is based on vendor testing. The filter cakes are not washed, since they are re-pulped and sent back to neutralization, and therefore any lithium held up in cake filtrate is recycled and recovered. The filtrate is then sent downstream to calcium removal.

10.2.4.3Calcium Precipitation

The calcium removal step takes place in reactor clarifiers, where soda ash (Na₂CO₃) is added to form a solid calcium carbonate (CaCO₃) precipitate. Test work was performed to determine soda ash dose and clarifier sizing (Westech, 2021a). The resultant solution had less than 20 mg/L of Ca remaining. The solids are removed by passing the stream through multimedia filters, and eventually the CaCO₃ is sent back to neutralization.

In a final polishing step, low levels of calcium, magnesium and any other divalent cations are removed with traditional ion exchange resin. Multiple resins were tested and found effective for hardness removal to low solution levels (<1ppm Ca). IX scoping tests to reduce boron concentrations to <1 ppm were also done successfully (Aquatech, 2022). Further testing of ion exchange resins is scheduled to be completed in Q1 2023.

10.2.5Lithium Carbonate Production

10.2.5.1Purification

The brine feeding the lithium carbonate (Li₂CO₃) purification circuit primarily contains lithium, sodium, and potassium sulfate. The objective is to produce high quality battery grade lithium carbonate. Note that crystal agglomeration and poor wash efficiency are common contributors to product contamination, and thus it is desired to grow large crystals and avoid agglomerates.

The Li₂CO₃ purification circuit is comprised of three stages: primary Li₂CO₃ crystallization, bicarbonation, and secondary Li₂CO₃ crystallization. Each stage has been tested (Veolia, 2020). In the 1st stage, soda ash (Na₂CO₃) is added to the brine in stoichiometric excess to precipitate Li₂CO₃ and form crystals. The crystals collected in the first stage were analyzed to be 95.8 wt% Li₂CO₃. A target of ≥99.5 wt% for battery grade indicated that a second stage purification is necessary to remove impurities.

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The Li₂CO₃ crystals collected from the 1^st stage were re-slurried with water and then transferred to a reactor where carbon dioxide (CO₂) gas was continuously metered at controlled temperature and pressure. This reaction converts Li₂CO₃ to highly soluble lithium bicarbonate (LiHCO₃). Solid impurities were removed in a filtration step.

The filtered brine was then fed to a 2^nd stage reactor, where it was heated to thermally degas CO₂ and precipitate Li₂CO₃. After separating and washing the crystals, a product with > 99.5 wt.% was obtained. The crystals were of sufficient size for efficient solids/liquid separation with little to no agglomerates present. The bicarbonate filtration step is critical to keep contaminants within battery product specification.

To further validate the process design, pilot Li₂CO₃ purification testing was performed by Aquatech International on brine generated from Thacker Pass clay (Aquatech, 2022a). The test program was designed to simulate the commercial circuit and included all stages of purification and all primary recycle streams. They demonstrated the ability to produce lithium carbonate at both the purity (>99.5 wt%) and recovery (>96.0%) as defined in the basis of design. Other key design criteria, equilibrium concentrations, reagent consumptions, and power demand were also verified throughout the test campaign.

Over 5 kg of battery quality lithium carbonate has also been produced internally at Lithium Americas' Technical Center in Reno, NV via the same purification circuit design (Lithium Nevada, 2022). There was good agreement with the Aquatech data for equilibrium solution concentrations and final product purity.

10.2.5.2Zero Liquid Discharge Crystallization

Mother liquor from the 1^st stage and a portion of mother liquor from the 2nd stage are combined and sent to the zero liquid discharge (ZLD) crystallizer with the objective of crystallizing sodium and potassium as sulfate salts by evaporation. Prior to feeding the crystallizer, sulfuric acid is added to destroy any carbonates thus preventing precipitation of lithium carbonate. Because there is a significant concentration of lithium in the ZLD feed stream, crystallization must be controlled to avoid lithium precipitation to solids, similar to the magnesium sulfate crystallizer (Section 10.2.4.1).

Continuous bench scale ZLD crystallizer tests were performed on synthetic brine solution designed to represent the feed stream composition per the process model. The test work identified the target area where lithium is still soluble, and calcium, potassium, silica, and sodium were the only precipitated species. Based on these results, the operating conditions and sizing of the circuit were designed.

To confirm the design, pilot testing of the ZLD circuit was also performed by Aquatech International during the pilot purification campaign (Aquatech, 2022a). The design mother liquor and crystals composition were verified, and it was shown that the crystallizer can be operated without loss of lithium to solids. Similarly, internal pilot testing has also confirmed that lithium loss to solids can be avoided if the mother liquor composition is controlled (Lithium Nevada, 2022).

10.2.5.3Final Product Handling

High purity lithium carbonate crystals from the 2^nd stage are removed via centrifuge and sent to drying, cooling, micronization and packaging circuits. Dryers and coolers were selected based on quoted designs from multiple vendors, with moisture properties of the final Li₂CO₃ crystals assumed based on test work and typical industry values.

For micronization, bulk samples were provided to multiple vendors for micronization testing with different types of mills. Based on test results (Hosokawa, 2021), equipment was sized, and jet milling was selected as the preferred technology.

A dry vibrating magnetic filter (DVMF) is included post jet milling to remove metallic contaminants. Samples were tested to establish a maximum theoretical feed rate of lithium carbonate through a DVMF. The results were used to size equipment.

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The packaging system has been designed from bulk jet-milled lithium carbonate testing completed in Q1 2022. The equipment required is similar to others used in the industry and is integrated into the design of the Project.

10.2.6Tailings

Numerous geotechnical tests have been completed on tailings material generated from the PTC. Based on this testing, stability analysis modeling has shown a stable landform can be constructed when the tailings are compacted near optimum moisture content. To achieve a stable landform, technical specifications have been prepared which identify the moisture content and compaction requirements of the tailings. Section 18 summarizes the tailings plan.

10.3Beneficiation and Leaching Variability Study

The primary objective of the leach variability study was to confirm that materials from depth in the Thacker Pass deposit provide a similar metallurgical response to the beneficiation and leach processes. Composite samples representative of the first five years of production were procured for bench scale testing. The main parameters evaluated were as follows:

• Years 1 through 5 of production
• Two lithium bearing clay types
  • Illite
  • Smectite
• Depths up to 136 m (300 ft)
• A 70:30 Illite to smectite ratio

The beneficiation (attrition/scrubbing and classification) process was simulated in the laboratory to generate leach feed slurry from each composite representing various years of production. The coarse gangue removed (+75 microns) was quantified and lithium losses were evaluated. Representative test charges of leach feed (-75 microns) were generated and leached using standard leach parameters previously defined for the Project. The results from this study were used to verify the leach extraction model accuracy.

Samples were collected to geospatially represent the first five years of mine life. Twenty-one composite samples were prepared at a 70/30 illite to smectite ratio to match the mine plan. The samples were then slurried at 40% solids, attrition scrubbed for 10 minutes, and wet screened at 75-micron to remove coarse gangue. The resulting minus 75-micron slurry was then adjusted to match the design leach feed slurry density (34% solids). Removal of coarse gangue resulted in upgrading of the leach feed. Leach feed slurry lithium concentration ranged from 4,246 ppm to 6,974 ppm and magnesium from 5.7% to 8.9%. Leach testing was performed in both open cycle and locked cycle to evaluate potential hindering of leaching efficiency by elevated concentrations of dissolved salts. To simulate the level of saturation in the leach process, salts were added to the leach feed (based on the Aspen material balance) prior to leaching. The level of saturation in the leach process did not appear to impact the level of lithium extraction obtained in the composite samples evaluated.

Leaching parameters are shown in Table 10-18. Standard procedures, including a QA/QC protocol and experimental error were implemented and evaluated throughout all stages of the study. The quality control protocol included:

• Calculated versus head assay within 10% (by LAC)
• Reproducibility (experimental error) testing: Three composite samples in triplicate
• Independent laboratory leach testing
• Independent laboratory analytical (from ALS)

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Table 10-18Variability Study Leach Parameters

Parameter	Unit	Value
Solids Density	% w/w	35-36
Acid Dose	g acid / g solids	0.49
Duration	Hours	3
Temperature	Degrees Celsius	60-70

Coarse gangue removal in wet screening ranged from 26% to 41% with a 34% average. This very closely matches the life of mine predicted ash content in the run of mine and in the design. Lithium losses in wet screening ranged from 4% to 23% with a 9% average which is very close to the process design criteria of 8%.

Five of the 21 samples were leached in both open and locked cycle with no significant difference in extraction observed. The remainder of the study was performed in locked cycle.

Three samples were leached in triplicate to measure reproducibility of the experiments. All three samples demonstrated reproducible results with standard deviations ranging from 0.9% to 1.5%. The maximum standard deviation was used to generate the error bars on Figure 10-26.

Lithium leach extraction ranged from 85.8% to 97.0% with an average of 90.8%. Samples were sent to an outside laboratory, ALS, for quality assurance. Results compared closely with those analyzed by LAC.

Per the quality control protocol, leach feed slurry was sent to McClelland Laboratories, Inc., an external lab in Sparks, Nevada to leach under the same conditions to verify LAC's lithium extraction results. The laboratory reported concerns with the mixing in the leach vessel and the mass balance results did not close. The metallurgical data from the independent laboratory have been excluded from the report. LAC plans to conduct additional leach test work at a bench scale. Representative samples will be selected that are deemed representative of the samples used in the variability study.

The LAC assayed head grades correlated well with the calculated grade (filtrate + residue) as can be seen in Figure 10-23.

Figure 10-23Calculated Versus Measured Head Grade for Leach Testing

Source: LAC, 2021

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Figure 10-24 and Figure 10-25 show that ore depth and mine plan year have no impact on extraction.

Figure 10-24Ore Depth (m) Versus Li Extraction (%)

Source: Process Engineering LLC Memorandum "Variability Study Data Analysis" dated 21 April 2022

Figure 10-25Mine Plan Year Versus Li Extraction (%)

Source: Process Engineering LLC Memorandum "Variability Study Data Analysis" dated 21 April 2022

Figure 10-26 compares the measured lithium extraction results versus the empirical model that was discussed in Section 10.2.3.3. On average the model predicts approximately 3% less extraction than what was measured.

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Figure 10-26Comparison of Measured Versus Predicted Extraction

Source: LAC, 2021

The data from the leach variability study was then added to the 37 pilot plant sample dataset used for the empirical correlation. Two samples from the original dataset were statistically identified as outliers owing to extremely high aluminum. The regression was then repeated and resulted in a more accurate model with only 1% less extraction when compared with the leach variability samples.

Note that the work done by Hazen in Section 10.2.3.5 under similar conditions achieve a leach extraction of 85.0% versus 83.4% as predicted by the revised model. Similar to the variability study, the model is in range and slightly underpredicts leach extraction.

The results from this study demonstrate that the lithium extraction is independent of depth in the deposit.

10.4Specific Gravity

Specific gravity of both clay and coarse gangue were measured on various samples during testwork at different vendor testing facilities. Test methods included gas pycnometry (ASTM D5550-14), water pycnometry (ASTM D 854 or ASTM D 854-02), and calculation from slurry weight, volume, and water density. The values for the ranges and averages are given in Table 10-19.

Table 10-19Specific Gravity Ranges

Material	Range	Average
Clay	1.97 - 2.90	2.47
Coarse Gangue	2.23 - 2.70	2.46

It is recognized that the specific gravity values in the table above differ from those in other documentation including the heat and material balance and equipment data sheets. A reconciliation will be completed in the next phase of engineering to ensure the design values in the table are used for final equipment design and sizing.

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10.5Metallurgical Test Work Conclusions

Since 2017, LAC has performed extensive metallurgical and process development testing, both internally and externally. Based on results of this test work, the following was established:

• Attrition/Scrubbing 10-minute retention time at 30-40% solids density is suitable for separating lithium bearing clay from coarse gangue. A two-stage circuit (mild + intense) was used for design purposes.
• A separation size of 75 microns is suitable to minimize lithium losses reporting to rejected coarse gangue mineralization.
  • An estimated 8% lithium loss to coarse gangue is assumed
  • Approximately 34% of ROM material mass is rejected as coarse gangue (average life of mine, based on ash content)
• Two stages of solid - liquid separation (thickener and centrifuge decanter) are required to achieve desired solids density for generation of upgraded slurry for leaching. The classification circuit thickener underflow terminal density is estimated at 20-25%. The centrifuge paste solids density is estimated in a 55% range.
• Sulfuric acid dosage required to achieve an acceptable level of leach extraction is estimated at 0.49 t of sulfuric acid per tonne of leach feed.
• The actual dosage evaluated in the laboratory was 490 kg acid/tonne solids.
• The expected lithium leach extraction is estimated to be in an 85 to 87% range over the life of mine. This level of leach extraction is supported by the bench scale metallurgical data developed in the variability study. See Section 10.3 for details.

• Limestone slurry and magnesium precipitation solids proved to be suitable for pH adjustment in the neutralization circuit.
• A seven-stage counter current decantation (CCD) and filtration circuit was evaluated. The seven stage CCD coupled with pressure filtration step without cake washing stage provides an acceptable wash efficiency and will minimize lithium loss to the neutralized leached residue.
• Magnesium sulfate (MgSO₄) crystallization can effectively remove on average 79% of magnesium.
• Lithium carbonate (Li₂CO₃) purification requires three stages to ensure that a battery quality LC will be produced.

The data presented in this section has been used to establish process design criteria for the plant as discussed in Section 17. Additional testing is underway for various parts of the flowsheet with test work planned in 2022 to provide supportive data from process optimization and variability testing prior to final design.

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11Mineral Resource Estimates

This section contains forward-looking information related to the Mineral Resource estimates for the Thacker Pass Deposit. The material factors that could cause actual results to differ from the conclusions, estimates, designs, forecasts or projections include geological modeling, grade interpolations, lithium price estimates, mining cost estimates, and mine design parameters.

11.1Key Assumptions, Parameters and Methods

The current Mineral Resource estimate discussed in this TRS is relevant to only the Thacker Pass Deposit. The UM Claims owned by LAC in the Montana Mountains are not part of the Thacker Pass Project.

Only HQ core samples subject to the QA/QC programs outlined in Section 8 of this report and assayed by ALS Global and American Assay Laboratory (AAL) in Reno, Nevada, were used to estimate the resource.

366 drill holes were used in development of the resource block model (Table 11-1). A map of all drill holes used in the resource estimation is presented in Figure 11-1.

Table 11-1Drill Holes Used in the Grade Estimation Model

Drilling Campaign	Number Drilled	Type	Hole IDs in Database
LAC 2007-2010	227	HQ Core	WLC-001 through WLC-037, WLC-041 through WLC-075, WLC-077 through WLC-182, WLC-184 through WLC-232*
LAC 2017-2018	139	HQ Core	LNC-001, LNC-003 through LNC-011, LNC-013 through LNC-080, LNC-082, LNC-084 through LNC-109, LNC-111 through LNC-144*

Note:

*Holes WLC-040, WLC-076, WLC-183, LNC-002, LNC-012, LNC-081, LNC-083, and LNC-110 were deleted due to proximity to other nearby holes which were deeper with more assays and more descriptive geological descriptions.

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Figure 11-1Drilling Utilized for the Resource Estimate

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All drill holes used for the grade model except WLC-058 are essentially vertical (88.8 degrees to 90 degrees). Regular downhole gyro surveys were conducted to verify this, as described in Section 7 of this TRS. All mineralization thicknesses recorded are treated as true thicknesses.

All drill holes used for grade estimation were standard HQ core, drilled using standard techniques by Marcus & Marcus Exploration Inc., now known as Timberline Drilling Inc. Core is stored at a secure logging facility while being processed, then locked in CONEX containers or a warehouse after sampling was completed.

11.1.1Geological Domains

Several faults are present in the deposit. Surface field investigations and subsurface cross-sectional analyses were performed to determine potential faults in the deposit. Subsurface fault zones were determined by identifying floor displacement between drill holes. The fault traces were connected to generate seven faulted block zones. Figure 11-2 illustrates the seven major fault blocks. These faulted block zones were used to limit the lithium grade estimation to the blocks and drill holes existing within each representative faulted block zone. Fault Block A does not contain any drilling, and therefore does not have any direct sampled grade or Mineral Resource estimates.

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Figure 11-2Seven Fault Blocks Zones Used for Grade Estimation for the Thacker Pass Deposit

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11.1.2Geological Model

A Vulcan ISIS database was designed and populated with native geologic data from Excel datasheets containing drill hole assays, collars, lithological, and survey data. The drill hole datasheet was originally exported from LAC's Torque database and then validated by the QP as discussed in Section 9.2.

Alluvium (Qal) and basalt bodies were modeled through inverse distance in a gridded model with their surfaces triangulated and imported into the block model to flag representative blocks. Basement was mapped as the HPZ, basal basalt, or bottom of the mineralized zone and is shown as the low Li basal unit in cross-sectional views. No grade was interpolated into this unit. The remaining blocks were coded as ore which represents the clay/ash lithologies. Lithological cross-sectional views of the generated block model displaying the geologic units in the deposit have been included as Figure 11-3 along the AA-AB, AB-AC, and AC-AD cross-section lines. The location of the cross sections has been displayed on Figure 11-1. The block model is not rotated nor sub-blocked.

Figure 11-3Lithological Cross-Sectional Views

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The native statistics by lithology and fault block domain are shown in Table 11-2. The majority of samples have been taken from the clay/ash sediments. Higher average grade lithium values exist in the sediments compared to the other lithologies. The average range of lithium ppm for all fault blocks is between 2,077 and 2,788 for the clay/ash sediments.

Table 11-2Native Samples Statistics

Lithology	Fault Block	Lithium (ppm) Native Samples
		Count	Minimum Value	Maximum Value	Average Value
Alluvium	B	90	16	3,330	99
Alluvium	C	62	7	4,360	309
Alluvium	D	64	27	4,060	357
Alluvium	E	6	27	98	51
Alluvium	F	18	43	2,390	359
Alluvium	G	27	31	3,480	363
Basalt	B	352	10	2,900	234
Basalt	C	461	6	3,630	150
Basalt	D	19	87	360	168
Basalt	E	9	28	233	74
Basalt	F	4	258	1,320	592
Basalt	G	6	54	209	115
Sediments	B	3,620	5	8,360	2,253
Sediments	C	4,961	3	8,850	2,077
Sediments	D	5,044	11	8,540	2,788
Sediments	E	525	31	6,780	2,235
Sediments	F	1,058	39	7,120	2,302
Sediments	G	584	52	7,660	2,707
Tuff	B	738	2	6,810	153
Tuff	C	884	2	4,200	115
Tuff	D	358	8	5,560	120
Tuff	E	10	16	1,370	353
Tuff	F	14	60	3,900	1,042
Tuff	G	30	88	4,080	1,140

11.1.3Block Model

A block model was created by the QP using Maptek's Vulcan 3D subsurface geologic modeling software. A regular block model with a block size of 25 m by 25 m by 1 m was generated.

The origin of the block model is described in Table 11-3 in NAD 1983 UTM Zone 11N (meters).

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Table 11-3Block Model Origin

Block Model Origin
X Coordinate	406,900.0
Y Coordinate	4,613,900.0
Z Coordinate	1,100.0

The seven fault blocks were also loaded into the block model to allow for domaining during grade estimation.

11.1.3.1Compositing

A composited database was created from the native ISIS database. A compositing run length of 1 m was chosen based upon mining assumptions of potential waste removal. This composited database used existing geocodes from LAC's Torque database to isolate the compositing of grades to each correlated geologic lithology. Lithium grades were interpolated for clay/ash lithologies in the block model through ordinary kriging modeling method from a 1 m composited quality database and limited to each representative fault block.

The composited statistics by lithology and fault block domain are shown in Table 11-4. The majority of the composited samples as well as the highest average lithium grades are from the clay/ash sediments. The average lithium grades range between 2,080 and 2,787 ppm in the composited database for the clay/ash sediments.

Table 11-4Composite Samples Statistics

Lithology	Fault Block	Lithium (ppm) Composite Samples
		Count	Minimum Value	Maximum Value	Average Value
Alluvium	B	384	16	3,330	122
Alluvium	C	182	7	4,360	315
Alluvium	D	217	27	4,650	375
Alluvium	E	28	27	98	51
Alluvium	F	48	43	2,390	359
Alluvium	G	120	31	3,480	408
Basalt	B	855	10	4,200	234
Basalt	C	1,018	6	3,270	143
Basalt	D	34	87	400	169
Basalt	E	23	28	233	74
Basalt	F	5	258	680	366
Basalt	G	10	59	1,030	153
Sediments	B	5,311	8	8,254	2,260
Sediments	C	7,502	3	8,690	2,080
Sediments	D	7,576	11	8,040	2,787
Sediments	E	804	34	6,489	2,232
Sediments	F	1,704	39	6,940	2,300
Sediments	G	886	60	7,660	2,727
Tuff	B	1,138	3	6,810	137
Tuff	C	1,452	2	2,250	96
Tuff	D	812	8	1,990	88
Tuff	E	17	16	1,370	353
Tuff	F	29	60	3,900	1,094
Tuff	G	66	88	4,080	1,047

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Comparing the native to composite length database for the ash/clay sediments, the maximum average difference between the two databases for lithium grades is only 20 ppm. The maximum individual sample difference for lithium grades between the two databases is 500 ppm. This shows the closeness between the native sampling and the composited database.

To display the distribution of lithium grades, a histogram has been generated for the native lithium data versus the composited database and have been shown in Figure 11-4. The histogram comparison shows a nearly identical distribution of lithium grades between the two datasets. The lower grade material is due to the sampling of non-ore material such as ash, alluvium, basalts, and HPZ lithologies. The use of geocodes in the composited database isolated lithium grades to each representative lithologies.

Figure 11-4Histogram of Native Lithium Grade Versus Composited Database Lithium Grade

Source: Sawtooth 2021

The lithium high-grade mineralized zone is concentrated towards the bottom of the deposit as shown in the cross-sectional views in Figure 11-5. This high-grade mineralization zone is present in a large portion of the modeled area. Lower-grade materials such as alluvium and basalt exist above the mineralized zone and the basement hot pond zone (HPZ), below the mineralized zone. The HPZ has been discussed previously in Section 7 and is the base of the sedimentary section above the Tuff of Long Ridge. Lithium grades were only modeled for the clay/ash ore body and ignored for the alluvium, basalts, and basement rocks. Lithium grades are isolated to each representative fault block and offsets in the grade lateral continuities can be visualized at each fault block boundaries as shown in Figure 11-5.

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Figure 11-5Mineralized Zone Cross-Sections

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11.1.3.2Outliers and Grade Capping

High-grade outliers were managed through the compositing routine. The highest lithium grade of 8,850 ppm in the native database was reduced to 8,690 ppm after the database compositing routine as shown on Figure 11-4. Both histograms on Figure 11-4 share the same basic shape of distribution of samples which shows that the two databases are nearly identical while containing a number of different data samples.

No grade capping was performed for this dataset since the nugget effect is low in this stratified deposit.

11.1.3.3Cell Declustering

Cell declustering was performed for all the holes in the resource model to determine appropriate weightings for densely and sparsely sampled areas. A histogram comparing the lithium grades of the composited database versus the composited database with cell declustering weights applied has been included as Figure 11-6 to show the unbiased lithium grade accounting for data clustering. The range of lithium grades are the same when comparing the declustered histogram to the composited database histogram but the frequency of the grade distribution is different. Densely spaced holes are given less weight than widely spaced holes to minimize the clustering effect which is shown by the reduction in the frequency of grades between 2,000 and 4,000 on the histogram.

Figure 11-6Histogram of Composited Database Lithium Grade Versus Cell Declustered Lithium Grade

Source: Sawtooth 2021

11.1.3.4Variography

No grade was estimated into Block A since no drilling or direct sampling exists in this block.

Blocks B, C, D, and E estimated grade with interpolation distances of 1,000 m major axis by 1,000 m semi-major axis by 5 m minor axis. Blocks F and G used 500 m major axis by 500 m semi-major axis by 5 m minor axis interpolation distances for grade estimation.

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Variograms were constructed for the lithium grade for all fault blocks except for block A since no grade is interpolated into this block. Fault blocks E, F, and G were merged into one domain for the purpose of generating stable variography that showed structure while still being representative of the geology. A summary of the variography is given in Table 11-5, and plots of each domain's experimental and modeled variograms are shown in Figure 11-7. These variograms were used in the grade estimation for each representative domain.

Table 11-5Variogram Summary

Structural Block	Nugget (γ)	Omnidirectional Sub-Horizontal Plane (X - Y)
		Principal Azimuth	Semi Azimuth	First Structure		Second Structure		Third Structure
				Component (γ)	Range (m)	Component (γ)	Range (m)	Component (γ)	Range (m)
Block A	---	---	---	---	---	---	---	---	---
Block B	0.23	75o	165o	0.018	67	0.017	276	0.735	432
Block C	0.26	120o	210o	0.389	144	0.091	298	0.260	433
Block D	0.36	105o	195o	0.003	298	0.002	599	0.635	1000
Block E, F & G	0.26	90o	180o	0.023	386	0.035	1221	0.682	1627

Structural Block	Vertical (Z)
	First Structure		Second Structure		Third Structure
	Component (γ)	Range (m)	Component (γ)	Range (m)	Component (y)	Range (m)
Block A	---	---	---	---	---	---
Block B	0.018	45	0.017	92	0.735	167
Block C	0.389	35	0.091	69	0.260	120
Block D	0.003	13	0.002	23	0.635	35
Block E, F & G	0.023	4	0.035	17	0.682	36

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Figure 11-7Block B, C, D, E, F, and G Omnidirectional Variograms in the Sub-Horizontal Plane and Downhole Variogram

Block B Variogram

Source: Sawtooth 2021

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Block C Variogram

Source: Sawtooth 2021

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Block D Variogram

Source: Sawtooth 2021

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Block E, F, and G Variogram

Source: Sawtooth 2021

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11.1.3.5Density Estimation

Average densities as described in Section 8.4 of this TRS and in Table 11-6 were included in the block model.

Table 11-6Average Density Values Used in the Resource Model

Lithology	Average of Density Determination (t/m3)
Alluvium	1.52
Claystone/ash	1.79
Basalt	2.51
Intracaldera Tuff	1.96

11.1.3.6Grade Estimation

Lithium grades have been estimated throughout the block model using the composited assay database with the declustered weights through an ordinary kriging modeling method. Only clay/ash mineralized material was estimated for lithium grade and each domain was estimated independently. A cross-sectional view of the lithium grade estimation results has been included as Figure 11-5 and shows the lithium grades through two different domains and only for clay/ash lithology.

11.1.3.7Grade Estimation Validation

Results of the ordinary kriged model closely align with the declustered composited database. The difference in mean values is approximately 30 ppm of lithium between the two datasets. A histogram has been plotted to compare the ordinary kriged block model and the declustered composited database as seen in Figure 11-8.

Figure 11-8Ordinary Kriged Model vs Composited Declustered Database Histogram

Source: Sawtooth, 2021

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A scatter plot of lithium grades from the kriged block model versus lithium grades from the composited database was created to show the closeness of the model grades to the input grades. This scatter plot has been shown as Figure 11-9 with only spatially matching data points from the block centroid and composited database being compared. From this scatter plot, a Pearson's correlation coefficient of 0.904 has been estimated between the two datasets which shows a very strong positive association between the representative values from each dataset.

Figure 11-9Scatter Plot of Lithium from the Block Model Versus the Composited Database

Source: Sawtooth 2022

A check of the modeled cell size lithium grade versus the composited lithium grade and the change of support for lithium grade was performed for each domain through a Herco Analyzer in Vulcan. The Herco Analyzer tests for the potential of overstating ore grades by increasing the block size to make the data distribution more Gaussian. This is accomplished by assuming a panel size larger than the modeled block size which provides a larger sampling pool of data that will remove outliers and smooth out the data distribution. A discretization setup of 5x5x5 was selected as well as a discrete gaussian diffusion modeling method. Grade weights for the block model used density values assigned in the block model while the weighting for the composited grades and support grades are based upon sample lengths. The Herco plots are shown as Figure 11-10 and represent the tonnage and lithium grades of the input data, the modeled data, and the expected best fitted Hermite polynomials determined by the Herco Analyzer.

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Figure 11-10HERCO Plots by Domain

Source: Sawtooth, 2022

Source: Sawtooth, 2022

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Source: Sawtooth, 2022

Source: Sawtooth, 2022

The plots of lithium grades are all within several hundred ppm of each other. The modeled grades are a bit lower than the composited sampled grades and the change of support grade and is due to the block model smoothing by the kriging estimation of grade. Therefore, the ordinary kriged model is not overestimating lithium grade in the model. The decrease in ordinary kriged model lithium grade seems reasonable for model block size of 25x25x1, accounts for dilution, and prevents the over-stating of grades.

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A swath plot comparison among the lithium grades for the native lithium grades (LI), ordinary kriging grade estimation method lithium grades (li), inverse distance grade estimation method lithium grade (li_id), and nearest neighbor grade estimation method lithium grade (li_nn) was generated for a point in the block model. This swath plot has been included as Figure 11-11. All three grade estimation methods have ranges that are very close to each other as shown in the tightness of each plot. This closeness shows that ordinary kriging grade estimation method results in values in line with inverse distance and nearest neighbor grade estimation methods. While the native lithium grades will not match the modeled grade estimations in the X and Y directions, there is a general trend that still exist between the native lithium grades and modeled lithium grades.

Figure 11-11Swath Plot Comparison of Lithium Grades

Source: Sawtooth 2022

11.1.3.8Mass and Geometallurgical Recoveries

No mining recoveries were applied to the resource model. Plant process recovery was provided by LAC at 73.8% (40 year/base case) which was then rounded down to 73.5% for use in the pit optimization software for the generation of the economic resource pit-shell. The plant process recovery was applied uniformly throughout the model and was not coded into each individual block. 

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11.2Mineral Resource Statement

The basis of the Mineral Resource estimates and the methods in which they were prepared are summarized for this item. The S-K 1300 regulations (17 CFR 229.1300) define a Mineral Resource as:

"A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable estimate of mineralization, considering relevant factors, such as cut-off grade, likely mining dimensions, location, or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled."

The statement of Mineral Resources for the Thacker Pass Project with an effective date of December 31, 2022 are presented in Table 11-7.  Mineral Resources are reported in-situ and exclusive of Mineral Reserves.  All tonnages presented are estimates and have been rounded accordingly. 

Table 11-7Mineral Resource Estimate as of December 31, 2022

Category	Tonnage (Mt)	Average Li (ppm)	Lithium Carbonate Equivalent (Mt)	Metallurgical Recovery (%)
Measured	325.2	1,990	3.4	73.5
Indicated	895.2	1,820	8.7	73.5
Measured & Indicated	1,220.4	1,860	12.1	73.5
Inferred	297.2	1,870	3.0	73.5

Notes:

1.Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability, and there is no certainty that all or any part of such Mineral Resource will be converted into Mineral Reserves. 

2.Mineral Resources are in-situ and exclusive of 217.3 million metric tonnes (Mt) of Mineral Reserves.

3.Mineral Resources are reported using an economic break-even formula: "Operating Cost per Resource Tonne"/"Price per Recovered Tonne Lithium" * 10^6 = ppm Li Cutoff. "Operating Cost per Resource Tonne" = US$88.50, "Price per Recovered Tonne Lithium" is estimated: ("Lithium Carbonate Equivalent (LCE) Price" * 5.323 *(1 - "Royalties") * "Recovery".  Variables are "LCE Price" = US$22,000/tonne Li₂CO₃, "GRR" = 1.75% and "Metallurgical Recovery" = 73.5%.

4.Resources presented at a cutoff grade of 1,047 ppm Li.

5.A resource economic pit shell has been derived from performing a pit optimization estimation using Vulcan software.

6.The conversion factor for lithium to LCE is 5.323.

7.Applied density for the Mineral Resource is 1.79 t/m³ (Section 8.4)

8.Measured Mineral Resources are in blocks estimated using at least six drill holes and eighteen samples within a 262 m search radius in the horizontal plane and 5 m in the vertical direction; Indicated Mineral Resources are in blocks estimated using at least two drill holes and six to eighteen samples within a 483 m search radius in the horizontal plane and 5 m in the vertical direction; and Inferred Mineral Resources are blocks estimated with at least two drill holes and three to six samples within a search radius of 722 m in the horizontal plane and 5 m in the vertical plane.

9.Tonnages and grades have been rounded to accuracy levels deemed appropriate by the QP.  Summation errors due to rounding may exist.

11.3Cutoff Grade and Pit Optimization

For the determination of reasonable prospects for economic extraction, the Mineral Resource QP has utilized a cutoff grade (CoG) for lithium ppm with inputs from Table 11-8 and the following equation.  The values below have been rounded from the financial model and expected metallurgical performance over the expected 40-year LOM plan.

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Table 11-8Cutoff Grade Inputs

Item	Units	Value
Li2CO3 Price	$/t	22,000
Convert Li2CO3 to Li		5.323
Li Price	$/t	117,040
Royalties (GRR)	%	1.75
Royalties (GRR)	$/t	2,048
Metallurgical Recovery	%	73.5
Price per Recovered tonne Lithium	$/t	84,519
Mining Cost	$/t	8.50
Processing Cost	$/t	80.00
Operating Cost per tonne	$/t	88.50

Note:

-Cost estimates are as of Q3 2022 (Section 18)

-Lithium price estimate is as of Q2 2022 (Section 16)

The resulting lithium cutoff grade is 1,047 ppm and is applied to the pit optimization process to develop the economic resource pit.

A resource constraining pit shell has been derived from performing a pit optimization calculation using Vulcan Software. The pit optimization utilized the inputs in Table 11-9 and the lithium cutoff grade of 1,047 ppm to determine the constraining resource pit shell. Figure 11-1 shows the calculated resource area determined through pit optimization.

Table 11-9Pit Optimizer Parameters 

Parameter	Unit	Value
Li2CO3	$/t	22,000
Li Price	$/t	117,040
Processing Cost (Feed - $0.98 and Processing - $80.00)	$/t ROM	80.98
Metallurgical Recovery	%	73.5
Mining Cost for Mill Feed	$/t	3.67
Mining Cost for Waste and Topsoil (No D&B)	$/t	2.53
Mining Cost for Basalt (Included D&B)	$/t	3.76
Mining Recovery Factor	%	100
Royalties (GRR)	$/t	2,048
Pit Wall Slope Factor	%	27

Note:

-Cost estimates are as of Q3 2022

-Lithium price estimate is as of Q2 2022

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11.4Mineral Resource Classification

Following definitions presented in 17 CFR 229.1300 and guidance from the Committee for Mineral Reserves International Reporting Standards (CRIRSCO), Mineral Resources are divided into three categories as listed below and are ranked by increasing level of confidence. Mineral Resources are reported as in-situ tons such that no adjustments have been made to account for mining recovery or losses.

"Measured Mineral Resources are defined as a Mineral Resource for which quantity and quality are estimated on the basis of conclusive geological evidence and sampling such that the geologic certainty of the Mineral Resource is sufficient to allow the QP to apply modifying factors in detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Measured Mineral Reserves have the greatest confidence defined by the QP, and may be converted to a Proven Mineral Reserve.

Indicated Mineral Resources are defined as a Mineral Resource for which quantity and quality are estimated on the basis of adequate geological evidence and sampling such that the QP can apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. These Mineral Resources may be converted to a Probable Mineral Reserve. Indicated Mineral Resources have a moderate level of confidence determined by the QP, and could be upgraded to a Measured Mineral Resource with further exploration.

Inferred Mineral Resources are defined as a Mineral Resource for which quantity and quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and quality continuity. Inferred Mineral Resources have the lowest level of confidence determined by the QP. "

During the grade estimation process for each domain, the distance to sample (meters), number of holes, and number of samples for estimation were calculated and blocks populated with the data. Histograms of the distance to samples (Figure 11-12), number of holes (Figure 11-13), and number of samples for estimation (Figure 11-14) were plotted and analyzed to establish ranges for each classification class.  Quartiles, minimum, median, and maximum values were used to establish the ranges for each classification. Table 11-10 outlines all the sampling requirements for each classification class.

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Figure 11-12Histogram Distance to Sample

Source:  Sawtooth 2022

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Figure 11-13Histogram Number of Holes

Source:  Sawtooth 2022

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Figure 11-14Histogram Number of Samples

Note: Frequency on the Y axis is the 100^th percent counts and the number of samples on the X axis are counts per bin.

Source:  Sawtooth 2022

Table 11-10Resource Classification

Category	Distance (m)	Holes	Samples
Measured	262	6	18
Indicated	483	2	6
Inferred	722	2	3

Blocks were analyzed using the results in Table 11-10 and a vertical search distance of 5 m.  The vertical search distance is applied during the grade estimation routine to limit sample compositing in the Z direction. The resulting classification blocks were post processed to remove isolated classification blocks and improve geologic continuity.  Risk to the resources from the processing plant island and waste disposal areas constructed above potential resources was also evaluated in the post processing by modifying the classifications under these structures.  Costs for the processing plant reclamation, waste disposal areas reclamation, and a cutoff grade of 1,047 ppm lithium were utilized in the evaluation of the resource classifications during the pit optimizer generation routine.  Blocks matching the classification and lithium grade criteria were coded for each representative resource class. A view of the classified resource block model is presented in Figure 11-15.  Figure 11-16 shows the resource classification in cross-sectional view along the AA-AB, AB-AC, and AC-AD section lines shown in Figure 11-1. 

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Figure 11-15Classified Block Model

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Figure 11-16Cross-Sectional View of Classified Block Model

11.5Mineral Resource Uncertainty

The sources of uncertainty present in the Mineral Resource estimate are described throughout this TRS and include:

-Drilling methods

-Sampling methods

-Data processing and handling

-Bulk density determination

-Geological modeling and domain determinization

-Geology and grade continuity

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-Geostatistical analysis

-Grade modeling

-Mineral Resource estimation

The drilling methods, sampling methods and data processing and handling that were completed by LAC follow internal procedures and protocols and are appropriate for the Thacker Pass deposit type. The QP reviewed the procedures for drilling and sampling and audited the database for compliance with original documents. During the audit, minor errors were found that will not materially affect the Mineral Resource estimate. Since these items are handled on a drill hole basis and not by resource classification, all three resource classifications have a low uncertainty. 

The bulk density is described in detail in Section 8.4. There are risks to using an average bulk density value and these concerns have been incorporated into the mineral resource classification. Areas outside of the main concentration of bulk density sampling have not been well sampled for bulk density, that is why Measured Resources have been estimated exclusively where there are some bulk density measurements. The bulk density uncertainty for Measured Resources is determined to be Low/Moderate since there is still some uncertainty with using an average density value. Indicated Resources have an uncertainty of Moderate for bulk density, and Inferred Resources have a Moderate/High bulk density uncertainty.

The geological modeling and domain determination are subject to the drilling that has been completed. The domains utilized in this Mineral Resource estimate are based on the fault interpretations as well as the lithological descriptions from the geological logging and the assay grade values. The faults have been interpreted to be vertical and are placed at midpoints between drill holes with varying basal floor elevations. The faults have been interpreted to be from the basin and range extension and are likely not vertical, however, the QP believes that the global Mineral Resource estimate will not be materially changed with updated fault interpretations. Since the domaining and geological model are based on drill holes, the uncertainty for the deposit increases as the drill hole spacing increases. Therefore, Measured is thought to have a low level of uncertainty, Indicated is thought to have a low/moderate level of uncertainty, and Inferred is thought to have a moderate/high level of uncertainty for geological modeling and domain determination.

Similarly, the geology and grade continuity are also subject to the drilling that has been completed. Extensive work has been completed by LAC to understand the regional geology, local geology, and mineralization and this information was utilized when the exploration drilling programs were designed. The drilling results from these exploration programs have left a well-defined resource and grade continuity. Additional drilling will likely change the local values within the resource, but the global grade trends will likely stay fairly similar to the current interpretation. Since the change in geology and grade continuity are based on drill holes, the uncertainty for the deposit increases as the drill hole spacing increases. Therefore, Measured is thought to have a low level of uncertainty, Indicated is thought to have a low/moderate level of uncertainty, and Inferred is thought to have a moderate/high level of uncertainty for the geology and grade continuity.

The QP completed geostatistical analysis utilizing the complete ISIS database regardless of resource classification. The procedures and analysis that were performed during the geostatistical analysis are well known procedures. Since the analysis was handled on a total drill hole basis and not by resource classification, all three resource classifications have a low uncertainty for the geostatistical analysis.  The geostatistical analysis was used to interpret the grade through ordinary kriging into the block model. This interpolation utilized parameters from the variograms, other parameters that the QP determined to be appropriate, and the composite drill hole sample database. The QP performed validation to ensure that the grade model is accurate for the deposit and current drilling. Similar to the geological modeling, the grade modeling is subject to the drilling that has been completed. Additional drilling will likely change the grade values at a local scale, but not materiality at a global scale.  Since the change in grade values are based on drill holes, the uncertainty for the deposit increases as the drill hole spacing increases. Therefore, Measured and Indicated are thought to have a low level of uncertainty and Inferred is thought to have a low/moderate level of uncertainty for grade modeling.

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The Mineral Resource Estimate is based on a cutoff grade analysis, an optimized pit shell, and drill hole spacing based on geostatistical analysis. The Mineral Resource was also assessed where it was estimated under major infrastructure such as waste piles and the plant. Some uncertainties exist under the processing plant island and due to the potential risk, no measured resources were classified in this area.  The Mineral Resource estimate carries the uncertainties of the above-mentioned topics as those are utilized to estimate the tonnages and grades of the deposit. Based on this, the QP believes that the Measured has a low uncertainly, Indicated is low/moderate and Inferred is moderate/high for the Mineral Resource estimate. 

Table 11-11 shows a tabular summary of the resource classification uncertainty.

Table 11-11Resource Classification Uncertainty Summary

Uncertainty Type	Measured Uncertainty	Indicated Uncertainty	Inferred Uncertainty
Drilling	Low	Low	Low
Sampling	Low	Low	Low
Data Processing and Handling	Low	Low	Low
Bulk Density	Low/Moderate	Moderate	Moderate/High
Geological Modeling and Domain determination	Low	Low/Moderate	Moderate/High
Geology and Grade Continuity	Low	Low/Moderate	Moderate/High
Geostatistical Analysis	Low	Low	Low
Grade Modeling	Low	Low	Low/Moderate
Mineral Resource Estimate	Low	Low/Moderate	Moderate/High

11.6Reporting of Multiple Commodities

This does not apply to the Mineral Resource estimate for the Thacker Pass Deposit. 

11.7QP's Opinion on Factors that are Likely to Influence the Prospect of Economic Extraction

It is the QP's opinion that relevant technical and economic factors necessary to support economic extraction of the Mineral Resource have been appropriately accounted for.

Potential risk factors that could affect the Mineral Resource estimates include but are not limited to large changes in the market pricing, commodity price assumptions, material density factor assumptions, future geotechnical evaluations, metallurgical recovery assumptions, mining and processing cost assumptions, and other cost estimates could affect the pit optimization parameters and therefore the cutoff grades and Mineral Resource estimates.

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12Mineral Reserve Estimates

This section contains forward-looking information related to the Mineral Reserve estimates for the Thacker Pass Deposit. The material factors that could cause actual results to differ from the conclusions, estimates, designs, forecasts or projections include geological modeling, grade interpolations, lithium price estimates, mining cost estimates, and final pit shell limits such as more detailed exploration drilling or final pit slope angle. 

12.1Key Assumptions, Parameters and Methods

12.1.1Geological and Grade Model

The Mineral Reserve estimate relies on the resource block model prepared by the Mineral Resource QP.  Overall reserve ore and waste tonnages are modeled using Maptek's geologic software package.  Section 11 includes a discussion of the process behind developing the geological model. 

12.1.2Dilution and Mining Recovery

The resource model is a regular block model with blocks sized 25 m (x) x 25 m (y) x 1 m (z).  Due to the regular block model and the block size, dilution is considered inherent in the block model. A 95% mining recovery factor is applied to the Mineral Reserve estimate. 

12.1.3Waste

Waste consists of various types of material:  basalt, alluvium and clay that does not meet the ore definition or the cutoff grade described above. 

12.1.4Pit Optimization

The EIS pit used for mine planning was developed in 2019.  The EIS pit shell was developed on the Li₂CO₃ pricing of $5,400/t and cost values from the PFS report.  The cost and pricing used are shown in Table 12-1. The pit shell was developed using Vulcan's Pit Optimization and Automated Pit Developer.  The EIS pit area was limited by a few physical boundaries, including:

• The west boundary was limited by the Thacker Pass Creek.
• A limit line was set to keep the pit shell from breaking into the water shed.
• The northern boundary was predominately limited by the Montana Mountains.
• The east and south boundaries were limited by mine facilities, waste facilities, process plant, and SR 293.

Figure 12-1 shows the EIS pit shell at the end of the mine life with backfill as well as the physical boundaries mentioned above.  This pit shell was used in the EIS permit application. 

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for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 12-1Pit Optimizer Parameters 

Parameter	Unit	Value
Li2CO3	US$/t	5,400
Ore Processing Cost	US$/t ROM	55.00
Process Recovery	%	84
Mining Cost for Ore	US$/t	2.80
Mining Recovery Factor	%	95

Note:

-Cost estimates and Lithium price are as of 2018

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Figure 12-1EIS Pit Shell

Source:  Sawtooth, 2022

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12.1.5Stripping Ratio

The resulting stripping ratio of the designed pit is 1.51 tonnes of waste rock with ore loss and rehandle to 1 tonne of recovered ore, on a wet tonnage basis.  The in-place stripping ratio is 1.34 tonnes in situ waste to 1 tonne of in situ ore. 

12.2Mineral Reserve Estimate

The Mineral Reserves are a modified subset of the Measured and Indicated Mineral Resources.  In accordance with the S-K1300 Regulations, the Measured and Indicated Resources were used to determine the Mineral Reserves classification as "proven" and "probable".  Measured Resources does not necessarily guarantee a "proven" reserve.  Measured Resources can become a "probable" reserve if modifying factors are deemed not of sufficient accuracy.  Modifying factors include mining, processing, metallurgical, economic, marketing, legal, environmental, infrastructure, social and governmental factors.  The Mineral Reserves estimate considers the Inferred Mineral Resources as waste. 

The reference point at which the Mineral Reserves are defined is at the point where the run of mine (ROM) Clay/Ash is delivered to the run-of-mine feeder.  Reductions attributed to plant losses have not been included in the Mineral Reserve estimate. 

The mineral reserves are based on mining within an approved permitted pit shell developed in 2019 for the Environmental Impact Statement (EIS), a 40-year mine life with a total plant leach ore feed of 154.2 million dry tonnes and a cutoff grade of 1.533 kilograms of lithium recovered per run-of-mine tonne.

The cutoff grade was calculated for each block in the model as discussed in the section below.  The blocks were sorted based on the cutoff grade from high to low and then the leach ore tonnes were added together until the total leach ore feed tonnes were met.  These blocks were labeled mine_ore and were used in the mine scheduler. 

Reserves estimates were calculated for the EIS pit from the Vulcan geologic block model used in the Mineral Resource estimate as discussed in Section 11.  The 40-year pit is designed to satisfy the ore delivery requirements.

The classified Mineral Reserves are presented in Table 12-2.  This reserve estimate uses a maximum ash percent cutoff of 85% to reduce the volume of coarse gangue and a cutoff grade of 1.533 kilograms of lithium recovered per tonne of run of mine ore feed.  Additionally, a 95% mining recovery factor is applied.

Table 12-2Mineral Reserves Estimate Effective as of December 31, 2022

Category	Tonnage (Mt)	Average Li (ppm)	Lithium Carbonate E quivalent (Mt)
Proven	192.9	3,180	3.3
Probable	24.4	3,010	0.4
Proven and Probable	217.3	3,160	3.7

Note:

1.Mineral reserves have been converted from measured and indicated Mineral Resources within the pre-feasibility study and have demonstrated economic viability.

2.Reserves presented at an 85% maximum ash content and a cut-off grade of 1.533 kg of lithium extracted per tonne run of mine feed.  A sales price of $5,400 US$/t of Li₂CO₃ was utilized in the pit optimization resulting in the generation of the reserve pit shell in 2019.  Overall slope of 27 degrees was applied.  For bedrock material pit slope was set at 47 degrees.  Mining and processing cost of $57.80 per tonne of ROM feed, a processing recovery factor of 84%, and royalty cost of 1.75% were additional inputs into the pit optimization. 

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3.A LOM plan was developed based on equipment selection, equipment rates, labor rates, and plant feed and reagent parameters. All mineral reserves are within the LOM plan. The LOM plan is the basis for the economic assessment within this Technical Report Summary, which is used to show economic viability of the Mineral Reserves.

4.Applied density for the ore is 1.79 t/m³ (Section 8.4).

5.Lithium Carbonate Equivalent is based on in-situ LCE tonnes with 95% recovery factor.

6.Tonnages and grades have been rounded to accuracy levels deemed appropriate by the QP.  Summation errors due to rounding may exist.

7.The reference point at which the Mineral Reserves are defined is at the point where the ore is delivered to the run-of-mine feeder.

12.3Cutoff Grade

The cutoff grade variable is calculated using formulas and variables developed by LAC, verified by Sawtooth, and is applied to each block of the geologic block model.

The derivations of the two key variables, ROM feed (M_ROM) and mass lithium recovered in kg (M_Li), are discussed below:

ROM feed (M_ROM)

ROM feed is the mined recovered dry tonnes and is calculated as follows:

Where:

M_{in situ} is the dry tonnes ore in situ

X_Mining is the mining recovery factor of 95%

Mass lithium recovered (M_Li)

First, the concentration of lithium and magnesium in the ore, Li_Ore and the Mg_Ore, is translated into concentration in the leach feed slurry, Li_Slurry and the Mg_Slurry.  This is done by replicating the beneficiation process mathematically by removing the ash content of the ore (classification) and applying the beneficiation recovery loss.

Where:

= Li (ppm)/1,000,000 (Lithium assay value for block)

= Mg (ppm)/1,000,000 (Magnesium assay value for block)

= Lithium recovered in beneficiation = 92% (per LAC - see Section 13.2.1.3)

= Ash content for ore block

The basis for this variable is the lithium extraction percentage (X_Li). The formula is LAC's empirical leaching model based on Li_Slurry and the Mg_Slurry and is discussed in Section 10.2.3.3:

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Where:

a = 1.390

b = 21.7

c = -14.29

d= -19,667

e = 2590

There are instances where the lithium extracted percentage calculated is over 100%.  Per LAC, to be conservative, the maximum lithium percentage assumed is 96%.  Therefore, if X_Li was greater than 96%, 96% was used.  If X_Li was less than or equal to 96% the calculation was used.

.

Where:

= 96% (maximum demonstrated lithium extraction)

Once the Lithium extracted percentage (X_Li) is calculated, the percentage is used to calculate the Lithium extracted per tonne of ore, Li_ext. 

Where:

= Lithium ppm for block 

= Lithium extraction percentage (discussed above) for block

= In situ dry tonnes of ore

= 92% Lithium recovered in beneficiation

The next factor calculated is the lithium extracted tonne mined and delivered to the ROM stockpile.  Lithium extracted tonne delivered (Li_ext,del) is calculated as follows:

Where:

X_Mining is the mining recovery factor of 95%

The final step is to calculate the mass of lithium recovered per ROM feed in kg (M_Li).  This calculation is as follows:

Lithium Carbonate Equivalent Delivered

To calculate the lithium carbonate delivered to the ROM stockpile is as follows: 

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Where:

5.323 = Lithium factor to convert mass of lithium to mass lithium carbonate

Final Lithium Recovery

Final Lithium recovery is calculated using the lithium extracted tonnes (Li_ext,del) and downstream loss percentages provided by LAC.  The calculation is as follows:

Where:

Table 12-3Lithium Losses

Symbol	Value	Description
XFilter	0.93%	Lithium losses in filtration
XMgSO4	1.05%	Lithium losses in MgSO4 salts
XZLD	3.10%	Lithium losses in ZLD salts
LiExt,del	Calculated	Lithium Extracted per tonne delivered

Final Lithium Carbonate recovered

The final lithium carbonate recovered after processing is calculated as follows:

Where:

5.323 = Lithium factor to convert mass of lithium to mass lithium carbonate

For this LOM plan, the calculated kilogram of lithium recovered per run-of-mine tonne cutoff grade is 1.533.

12.4Classification of Mineral Reserves

Proven Mineral Reserves are the portion of the Measured Resources that meet the Cutoff Grade and are scheduled in the LOM plan utilizing the modifying factors discussed in this section. Similarly, Probable Reserves are the portion of the Indicated Resources that meet the Cutoff Grade are scheduled in the LOM plan utilizing the modifying factors discussed in this section.

12.5Reporting of Multiple Commodities

This does not apply to the Mineral Resource estimate for the Thacker Pass Deposit. 

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12.6QP's Opinion on Risk Factors that could Materially Affect the Mineral Reserve Estimates

The Mineral Reserves estimate in this TRS is based on current knowledge, engineering constraints and permit status. The QP is of the opinion that the methodology for estimation of Mineral Reserves in this TRS is in general accordance with the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines, and using the definitions in S-K 1300 Regulations for the classification of Mineral Reserves. Large changes in the market pricing, commodity price assumptions, material density factor assumptions, future geotechnical evaluations, cost estimates, or metallurgical recovery could affect the pit optimization parameters and therefore the cutoff grades and estimates of Mineral Reserves.

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13Mining Methods

This section contains forward-looking information related to the mining methods for the Thacker Pass Deposit. The material factors that could cause actual results to differ from the conclusions, estimates, designs, forecasts or projections include mine design parameters, production rates, equipment selection, and personnel requirements.

The shallow and massive nature of the deposit makes it amenable to open-pit mining methods. The mining method assumes hydraulic excavators loading a fleet of end dump trucks. This truck/excavator fleet will develop several offset benches to maintain geotechnically stable highwall slopes. These benches will also enable the mine to have multiple grades of ore exposed at any given time, allowing flexibility to deliver and blend ore as needed.

The annual production rate for the 40-year mine is based on varying plant feed leach ore rates caused by the availability of sulfuric acid for the leaching process. Phase I (years 1-3) has an annual feed rate of 1.7 million dry tonnes of ore to leach and Phase 2 (years 4-40) has 4.0 million dry tonnes of ore to leach. The rates are broken down in Table 13-3.  See Section 12.1.5 regarding stripping requirements.

13.1Parameters for the Pit Design

13.1.1Geotechnical Considerations for the Pit Design

A highwall slope-stability study was completed by Barr Engineering Co. (BARR) in December 2019. BARR conducted geotechnical drilling, testing, and analysis to assess the geology and ground conditions. Core samples were obtained to determine material characteristics and strength properties. A minimum factor-of-safety value of 1.20 is generally acceptable for active open pit walls. However, given the possibility of long-term exposure of pit slopes in clay geological formations, a value of 1.30 was incorporated into the design for intermediate and overall slope stability. Table 13-1 summarizes the recommended slope configuration by material type per BARR.

The geotechnical analysis indicates that the geology is generally uniform across the Project site. The competence of the in-situ material in conjunction with the use of the proposed highwall angles meets or exceeds the minimum recommended factor-of-safety values for intermediate and overall slope configurations.

A bench width of 50 m and a height of 5 m was chosen. This face height is amenable to efficient loading operations while still shallow enough to allow for the removal of thicker barren horizons within the cut to minimize dilution.  Double benching and increasing the bench height to 10 m before implementing offsets, will be used to increase mining depths while maintaining the inter-ramp slope requirements. Figure 13-1 shows a cross-section view of the planned highwall layback scheme for the different geological horizons.

Table 13-1Pit Geometry

Material Type	Slope	Geometry and Configuration
All Geology Formations	Overall Pit Slope	Design and establish a 27-degree overall slope angle through all geology formations
Clay/Ash	Inter- ramp	Design and establish 30-meter-high maximum, 50-meter-wide, and 45-degree angle inter-ramp slopes through the clay/ash ore body
	Catch Bench	Design and establish 10-meter high, 8.6-meter-wide, and 67-degree bench face angle slopes through the clay/ash ore body

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Material Type	Slope	Geometry and Configuration
Tuff/Basalt	Inter-ramp	Design and establish 40-meter-high maximum, 50-meter-wide and 50-degree inter-ramp slopes through the tuff/basalt
	Catch Bench	Design and establish 10-meter-high, 6-meter-wide, and 67-degree bench face angle slopes through the tuff/basalt
Alluvium (unit between Tuff and Clay/Ash)	Inter-ramp	Design and establish 30-meter-high maximum, 50-meter-wide, and 45-degree angle inter-ramp slopes through the alluvium
	Catch Bench	Design and establish 10-meter-high, 8.6-meter-wide, and 67-degree bench face angle slopes through the alluvium
Spoil	Overall	Design and establish a 27-degree overall slope through the spoil pile to a maximum height of 90 meters
	Lift	Design and establish a 38-degree overall slope through the spoil lift

Figure 13-1 Highwall Angles

Source: Sawtooth, 2022

Note: All measurements are in meters.

13.1.2Hydrological Considerations for the Pit Design

During the 40-year mining period, it is anticipated that appreciable groundwater is not likely in the mining operations. This assumption is based on a November 2019 report by Piteau Associates. The regional groundwater table is expected to be encountered in approximately year 15 of mining. Groundwater discharge into the pit is not expected to be more than approximately 23 m³/h (100 gpm) at peak. Dewatering wells are not anticipated to be required for these minor discharge rates. Any water encountered in the pit will be collected in sumps and utilized for in-pit dust control.

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13.2Mine Plan

The initial cut location is at the mouth of the valley entering the west area. Figure 13-2 shows the initial cut and the uncovered ore with a kg lithium recovered per tonne of ROM feed greater than 4.0. The haul road will enter the initial cut area at the 1,540 m level.

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Figure 13-2Kilograms of Lithium Recovered per tonne of ROM Feed at Initial Cut

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From the initial cut, mining advancement prioritized five objectives: (1) recover all ore, (2) deliver a blend of illite and smectite ore to the beneficiation circuit, (3) provide higher grade ore early in the Project life, (4) facilitate placement of waste into the previously mined pit area as soon as feasible, and (5) mine the entirety of the permitted pit area. This required initial pit advancement to first expose the west and south walls. Mining will then advance north toward the Montana Mountains and finally finish to the east.

The next several figures indicate the highwall locations at different points in time. The figures show the pit shape after various years of mining and do not show concurrent backfill that will begin early in the mine life. Figure 13-3 shows the initial cut layout.  Figure 13-4 through Figure 13-8 show pit advance for 5, 10, 20, 30 and 40-year pit advances. In the first five years, the mine waste will primarily be hauled to the out-of-pit waste storage area (West Waste Rock Storage Facility). After 5 years, the mine waste will be dumped back into the mined-out portions of the pit. The pit advances north and to the east. East Waste Rock Storage Facility is currently not being utilized for waste storage for the LOM plan, but was included in the permit application and is shown in the figures in this section.

Due to backfilling, the pit advances on the figures below show the stated end of year mining. However, the in-pit dump profiles have been offset a period prior to allow for the full mining extent to be visible on the figures. For example, Figure 13-7 shows end of mining at year 30 with end of in-pit dumping at year 25 (the period prior).  The final mine layout is shown in Figure 12-1. 

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Figure 13-3Initial Cut

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Figure 13-4Five Year Advance (Including Cross Pit Ramps)

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Figure 13-510 Year Advance

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Figure 13-620 Year Advance

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Figure 13-7 30 Year Advance

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Figure 13-840 Year Advance

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13.3Mining Operations

Waste removal and ore removal will be done using two hydraulic excavators and a fleet of end dump trucks. The end dump truck fleet will haul the ore to the ROM stockpile and the waste will be hauled either to the West Waste Rock Storage Facility (WWRSF) or placed in previously mined sections of the pit. The end dump truck fleet will also be used to haul coarse gangue and attrition scrubber reject materials.

Due to the sequence of mining, the majority of in-pit ramps will be temporary. Additionally, cross-pit ramping will be utilized from load face to the in-pit waste dump as well as access to the main haul road. The cross-pit ramps will be dumped in using waste material. As the pit advances, portions of the in-pit ramp will be excavated to allow mining access to the lower mining faces. Removal of portions of the in-pit ramp will be considered rehandle and is accounted for in the total waste removed.

13.3.1Waste Handling

The waste material is primarily claystone that is below the cutoff grades and/or greater than 85% ash. A breakdown of the waste material moved is shown in Table 13-2.

Table 13-2Waste Material

Waste Material	In-situ Wet Density (t/m3)	Wet Tonnes (Millions)
Basalt	2.56	20.8
Alluvium	1.96	66.1
Waste	1.92	240.7

13.3.2Ore Handling

The determination of ore versus waste will be an ongoing process during operations carried out by an in-pit sampling program and field inspections. The sampling program will be done with a mobile drill rig. It is estimated that on each 50-meter bench, sampling will consist of two rows with drill holes at 25 to 30-meter intervals along the rows, resulting in sampling blocks of approximately 25 x 25/30 x 5 meters.  This sampling interval will give one sample for every 5,600 tonnes of ore or approximately 1,000 samples per year at full production. The sample results will be mapped and provided to the planners and supervisors to develop ore delivery plans for each shift for ore hauled from the pit, to be blended with previously stockpiled ore of known and tracked quality.  Additionally, a handheld ore quality detector is available to measure lithium ppm. The handheld detector will be employed for spot checks in the pit, stockpile, and feeders. Also, the sampling results will be used to update short term geological modeling.

The ore will initially be fed into two, ultimately three, feeder breakers operating 24 hours per day, seven days per week. End dump trucks hauling from the pit, in conjunction with dozers pushing off the ROM stockpile, will provide the ore feed to consistently match plant demand. While assigned to ore, the truck/excavator fleet will need to operate at a production rate higher than the delivery rate to the feeders to build inventory on the ROM stockpile. This inventory will then be used while this same truck/excavator fleet is assigned to waste removal. The ROM stockpile is designed to hold up to a 45-day inventory. The feed system from ROM stockpiles is designed to provide ore when trucks are not hauling as well as to blend between the feeders to ensure consistent quality and quantity of delivered ore.

The ROM stockpile will consist of two separate but connected stockpiles. One pile will be for smectite ore and the second will be illite ore.  LAC has a target of illite to smectite ratios in the 30/70 to 70/30 range.  The ore types will feed into the feeders at variable rates allowing the feed operator to keep the blend between the ore types within the ratio ranges.

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13.3.3Attrition Scrubber Reject

Blended ore from the process facility feeding system is first conveyed into the log washers, initially one, ultimately two, in which the first water is introduced to the process. From the log washers ore is transferred to the attrition scrubbers, then to a screen to remove oversize material that did not get attritted, referred to as 'attrition scrubber reject'. The attrition scrubber reject is assumed to be less than 1% of the delivered ore. The attrition scrubber reject is combined with the coarse gangue reject from the classification circuit and discharged to an intermediate stockpile. Material from the intermediate stockpile is transported, to the coarse gangue stockpile initially and eventually to backfill the pit, via haul trucks.

13.3.4Mine Quantities

Table 13-3, is a summary of the mining quantities by year for the first 10 years.  The quantities are then illustrated in 5-year annualized increments in Table 13-4. The expected life of mine is 40 years.

Table 13-3Mine Quantities Summary (tonnes in millions unless noted)

					Phase I				Phase 1 & 2
	Y1	Y2	Y3	Y4		Y5	Y6	Y7		Y8	Y9	Y10
Dry Ore Tonnes Mined (95% Rec)	1.7	2.8	3.3	4.9		6.5	6.0	5.8		6.7	5.9	6.1
Wet Ore Tonnes Mined (95%Rec)	1.9	3.0	3.6	5.3		7.0	6.4	6.3		7.2	6.3	6.5
Wet In Situ Ore Tonnes (Informational)	2.0	3.1	3.8	5.6		7.3	6.8	6.6		7.5	6.6	6.900
Plant Feed (Dry Tonnes Leach Ore)	1.2	1.9	1.9	3.2		4.0	3.8	4.0		4.2	4.0	4.0
Average Li Concentration (ppm)	3,496	3,232	3,186	3,086		3,194	3,149	3,170		3,319	3,327	3,343
Total Waste Tonnes (Wet)	7.3	9.1	9.0	7.0		5.0	9.4	9.0		12.0	9.9	10.7
Growth Media Tonnes (Wet, kt)	46.4	155.0	74.5	0.0		43.4	0.0	130.9		12.2	36.2	49.9
Total Tonnes Mined (Wet)	9.1	12.1	12.5	12.3		12.0	15.8	15.2		19.1	16.2	17.3
ROM Ore Stockpile Feed Tonnes (Dry)	1.5	2.8	2.8	5.0		6.6	6.0	5.9		6.7	5.9	6.1
Attrition Scrubber Reject Tonnes (Wet, kt)	4.5	10.5	11.3	22.9		32.8	26.8	23.2		31.0	24.0	25.9
Strip Ratio (Total Waste: Ore Mined (95%REC))	3.91	3.06	2.52	1.33		0.72	1.47	1.43		1.67	1.57	1.64
Lithium Carbonate Tonnes (Dry, kt) Delivered	28.2	47.8	47.4	82.6		112.6	100.3	98.9		118.1	104.5	108.4

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Table 13-45-Year Average Mine Quantities Summary (tonnes in millions unless noted) (Continued)

	Y11-15	Y16-20	Y21-25	Y26-30	Y31-35	Y36-40	Yearly Average	40 Year Total
Dry Ore Tonnes Mined (95% Rec)	6.1	6.0	5.7	5.6	5.2	4.9	5.4	217.3
Wet Ore Tonnes Mined (95%Rec)	6.5	6.5	6.1	6.0	5.6	5.2	5.8	233.1
Wet In Situ Ore Tonnes (Informational)	6.9	6.8	6.4	6.3	5.9	5.5	6.1	245.3
Plant Feed (Dry Tonnes Leach Ore)	4.1	4.1	4.0	4.1	4.1	4.0	3.9	154.2
Average Li Concentration (ppm)	2,590	3,293	3,211	3,094	2,981	2,953	3,070	3,070
Total Waste Tonnes (Wet)	11.2	7.1	5.8	5.3	10.8	12.4	8.8	351.8
Growth Media Tonnes (Wet, kt)	83.4	49.4	37.5	61.4	69.6	54.8	59.4	2,376.5
Total Tonnes Mined (Wet)	17.8	13.6	11.9	11.3	16.4	17.6	14.6	584.9
ROM Ore Stockpile Feed Tonnes (Dry)	6.1	6.0	5.7	5.6	5.2	4.9	5.4	217.2
Attrition Scrubber Reject Tonnes (Wet. kt)	25.2	24.3	20.6	19.3	14.1	11.4	19.7	787.4
Strip Ratio (Total Waste: Ore Mined (95%REC))	1.72	1.10	0.95	0.88	1.94	2.37	1.53	1.53
Lithium Carbonate Tonnes (Dry, kt) Delivered	104.3	105.7	97.2	92.6	82.7	77.8	91.3	3,650.0

13.4Equipment Selection

Equipment selection was based on the annual quantities of material required to be mined. The QP consulted Caterpillar, Komatsu, and Liebherr to determine the best fleet size. After reviewing various options, 91-tonne class end dump trucks loaded by two 18-tonne class hydraulic excavators in five passes was selected. The excavators will be used to load two types of ore as well as the waste material. They will be staged to minimize movement between the multiple required dig faces. The trucks can easily be assigned or re-assigned to either machine to maintain maximum production depending on excavator downtime, changes in required material to be hauled, and haul cycle times. The excavators and trucks will be equipped with buckets and bodies specifically designed for the density of the material at Thacker Pass.

As part of the equipment evaluation, the QP looked at both the 64-tonne class end dump trucks and 140-tonne trucks. The 64-tonne class end dump truck setup requires more trucks and thus more operators. The 140-tonne class end dump truck setup would require fewer trucks, but a larger excavator and increased road widths would be necessary with the larger end dump trucks.  Also, the larger fleet, with a single loader provides less flexibility to contemporaneously load in multiple areas degrading blending capabilities. The ultimate goal is to feed the processing plant consistent material types and grades. Additionally, from operational experience, the 91-tonne class end dump trucks show to be well suited for the anticipated comparable soft clay conditions.

The number of end dump trucks in the fleet will allow each loading unit to operate at a high production rate. A wheel loader will be utilized to allow a unit to be removed from operation for preventative maintenance without experiencing a significant reduction in fleet productivity as well as to increase flexibility in the operation. Equipment such as motor graders, large and small water trucks, and track dozers were selected based on requirements needed to adequately support the truck/excavator fleet.

Haul profiles were developed for each year from the location of the various loading operations to the haulage destinations including the ROM stockpile, growth media stockpiles, waste rock storage facilities and in-pit waste rock placement. Haul profiles and other Project-specific assumptions were input into TALPAC software to determine haulage cycle times. The haulage cycle times were combined with estimated loading and dump times to determine total cycle times. Based on the total cycle times, mechanical availabilities, and production efficiencies, the number of end dump trucks were assigned to each loading operation and the required operating hours were estimated.

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Ore feed and stockpile maintenance will be accomplished by 475 HP dozers. This type of machine is of the appropriate size and capability to meet the 24-hour per day, 7-day per week delivery schedule. Additionally, a wheel loader will be utilized as a backup to the ore feeding operation if required.

A hydraulic excavator with a backhoe-type configuration was selected over a wheel loader or hydraulic front shovel due to its ability to better separate and remove thin waste horizons within the ore.  Additionally, the track setup allows for better tractability and stability working on clay material.

A 475 HP class dozer was selected as it is well suited to handle the variable work of ore feed, pit support, and coarse gangue material storage management.

A 23-tonne front-end loader was selected to load the coarse gangue and attrition scrubber reject as well as serve as the backup for ore, waste, and ore feed. The coarse gangue material and attrition scrubber material will be discharged into a stockpile via a radial stacker. The front-end loader is the best fit for loading this loose stockpile material and matches well with the 91-tonne class end dump truck.

A list of the major equipment fleets and specifications is presented in Table 13-5.

Table 13-5Major Equipment Specifications

Equipment	Class	Quantity	Usage
Hydraulic Excavator	18 tonne	2	Waste and Ore Removal
End Dump Trucks	91 tonne	12	Ore, Waste, Attrition Scrubber Reject,
Wheel Loader	23 tonne	1	Coarse Gangue, Ore, Waste, Attrition Scrubber Reject, Ore Feed
Track Dozer	475 HP	5	Ore, Waste, Coarse Gangue, Ore Feed
Grader	350 HP	3	All areas
Water Truck (Primary)	53k Liter	2	Dust Suppression, All areas
Water Truck (Secondary)	30k Liter	1	Dust Suppression, All areas
Wheel Dozer	500 HP	1	Coarse Gangue, Ore, Waste

Table 13-6 is a list of support and auxiliary equipment and number.

Table 13-6Support Equipment

Equipment	Max Quantity
Light-duty vehicles	12
Light Plants	8
Mechanics Truck	2
Fuel/lube truck	1
Telehandler	1

13.4.1Equipment Productivity

The mine will operate 7 days per week, 24 hours per day. Ore, waste, coarse gangue, or clay/salt tails may be hauled on any given shift. Productivity estimations for each piece of mining equipment are based on 355 scheduled days per year by excluding holidays. However, the mine will be able to operate on holidays to provide ore to the plant. The equipment operating hours take into account mechanical availability and operational availability. The operational availability includes various items such as supervisor communication, transportation to the workplace, equipment pre-start check, and breaks.

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The estimated annual production rate for the excavator is based on CAT equipment rates and internal experience. The end dump cycle times were estimated based on haul profiles which were then loaded into RPMGlobal's Talpac software.  The haul profiles were developed by mining block and by year.  The minimum and maximum annual scheduled hours by equipment fleet for ore and waste are presented in Table 13-7.

Table 13-7Scheduled Hours by Fleet

Fleet	Annual Scheduled Hours (Minimum)	Annual Scheduled Hours (Maximum)
Hydraulic Excavator	8,116	16,685
End Dump Truck	52,132	96,470
Track Dozer	26,693	37,712
Water Truck (Primary)	11,469	21,223
Motor Grader	15,639	28,941
Wheel Loader	521	2,262
Small Water Truck (Secondary)	2,607	4,823
Wheel Dozer	2,100	2,100

13.5Personnel Requirements

Four crews will be utilized to cover the 168 hours per week rotating operating schedule. A Monday through Friday schedule has been included for management and technical service positions. It is assumed that local talent will be available and no fly-in-fly-out adjustments have been included. 

The positions included in the labor are listed in Table 13-8. Positions listed are for mining operations including waste and ore, attrition scrubber reject, and coarse gangue.

Table 13-8Personnel List

Position	Roster	No. Employed
Management
Mine Manager	M-F	1
Technical Services
Mining Engineers	M-F	3
Engineer Tech	M-F	1
Geologist	M-F	1
Operations
Supervisors	M-S	3-4
Equipment Operators		73-115

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Position	Roster	No. Employed
Maintenance
Maintenance Planner	M-F	1
Supervisors	M-S	2-4
Mechanics/Welders		23-37
Electricians		1
Administrative
Business Manager	M-F	1
Accountant	M-F	1
Administrative / AP Clerk	M-F	1
Human Resources/Safety Supervisor	M-F	1

13.6Fuel

Equipment fuel consumption rates are based on the manufacturer's recommendation along with historical data from Sawtooth affiliated mines operating similar equipment in similar conditions. Diesel fuel unit cost is estimated at $3.80 per gallon, which was developed using an August 2022 local pricing quote.

13.7Drilling and Blasting

The "Factual Geotechnical Investigation Report for Mine Pit Area" (Mar 2018) completed by Worley Parsons and the "Prefeasibility Level Geotechnical Study Report" (May 2011) completed by AMEC were used to determine the ability to mine without blasting. The uniaxial compressive strength (UCS) test results in the AMEC data range from essentially 0 to 55.4 MPa. The UCS test results in the Worley Parsons data range from 0.61 to 21.82 MPa with an average of 7.7 MPa. The range of UCS results is within the cutting range of the excavator.

Based on reported test results, exploratory drill logs, and actual excavation of a test pit, only the basalt is expected to require blasting. However, there are bands of hard ash which may require ripping with a dozer prior to loading. The remaining waste and ore can be free dug with the hydraulic excavators. Due to the infrequency of blasting, a third-party contractor will be used for the drilling and blasting on an as needed basis.

Figure 13-9 shows the outlines of the basalt areas within the pit area. Also, an outcrop of tuff is at the entrance of the initial pit area. This tuff will be blasted and used for road base.

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Figure 13-9Basalt and tuff zones near the pit area

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14Processing and Recovery Methods

14.1General Description

This Section describes the major processing areas of the operation that will recover lithium from the ore. The proposed flowsheet is based on metallurgical test results described in Section 10. The process employs industry-standard, commercially available equipment. This information serves as the basis for the development of the capital and operating costs presented in Section 18.

The Mineral Reserves are comprised of two main types of lithium bearing clay, smectite and illite, with volcanic ash and other gangue minerals mixed throughout. Both types of clay will be processed simultaneously, with a plant feed blend maintained from two separate stockpiles for each clay type. The ore will be upgraded using a wet attrition scrubbing process followed by two classification stages to remove coarse material with low lithium content, referred to as coarse gangue. The upgraded ore slurry will be processed in a leach circuit using sulfuric acid to extract the lithium from the lithium-bearing clay. The lithium-bearing solution will then be purified primarily by using crystallizers and precipitation reagents to produce battery grade lithium carbonate. Leach residue will be washed, filtered, and stacked in a tailing facility.

The Project will be constructed in two phases. Lithium carbonate production during Phase 1 is designed for a nominal 40,000 t per annum capacity while Phase 2 will double design capacity to a nominal 80,000 t per annum. The process plant will operate 24 hours/day, 365 days/year with an overall availability of 92% and a mine life of 40 years. The total amount of material processed in the mine plan is 217.2 Mt (dry). The most tonnes planned for a single year are 6.7 Mt (dry) in Year 8.

The recovery process consists of the following primary circuits:

• Beneficiation
  • Comminution
  • Attrition Scrubbing
  • Classification
  • Solid-Liquid Separation (Thickening and Dewatering)
• Leaching
• Neutralization
• Counter Current Decantation (CCD) and Filtration
• Magnesium, Calcium and Boron Removal
• Lithium Carbonate (Li₂CO₃) production
  • 1^st Stage Lithium Carbonate Crystallization
  • Bicarbonation
  • 2^nd Stage Lithium Carbonate Crystallization
  • Sodium Sulfate and Potassium Sulfate Crystallization (ZLD)

A simplified process flowsheet is provided in Figure 14-1.

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Figure 14-1Overall Simplified Process Flowsheet

Source: LAC, 2022

In beneficiation, ROM ore is crushed then mixed with water and fed to unit operations designed to liberate lithium bearing clay from gangue material. The clay is separated from coarse gangue in classification, with coarse gangue being stockpiled and eventually used as pit backfill material. The clay fines are then sent to the first dewatering (thickening) stage. These circuits are located close to the pit. The slurry is then pumped downgradient to a second stage of dewatering (decanter centrifuging). The resulting slurry is fed to the processing plant.

The dewatered slurry is mixed with sulfuric acid (H₂SO₄) from the acid plant, leaching lithium and other constituents into solution. Acid availability determines leach feed rates, which in turn determines ore mining rates. The free acid contained in the resultant leached residue is neutralized with both a slurry of ground limestone and a magnesium hydroxide slurry from the magnesium precipitation circuit. The neutralized slurry is sent to a CCD circuit to recover residual lithium bearing solution and then fed to recessed chamber filter presses. The filter cake is then conveyed to the CTFS (Clay Tailings Filter Stack) as waste material for stacking.

The filtrate is sent to magnesium and calcium removal circuits where first the bulk of the magnesium is crystallized as MgSO₄*xH₂O salts, removed via centrifugation, and conveyed to the CTFS. Any remaining magnesium in the brine is then precipitated with milk-of-lime and separated by recessed chamber membrane filter presses. The precipitated solids are repulped and recycled back to neutralization (as stated above), eventually leaving the process with neutralized filter cake. The calcium in the liquor is removed via soda ash addition, and an ion exchange polishing step brings the divalent cation concentration to very low levels. This lithium-bearing brine is fed to the Li₂CO₃ production circuit where soda ash is used to precipitate lithium carbonate. A bicarbonation step is used to further remove impurities from the Li₂CO₃ crystals.

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The final Li₂CO₃ crystal product is separated via centrifugation then sent to drying, micronization, cooling, dry vibrating magnetic filtration and packaging. Mother liquor from the Li₂CO₃ crystallizers is sent to the Zero Liquid Discharge (ZLD) crystallizer to remove Na and K as sulfate salts. The salts are sent to the CTFS while lithium remaining in the centrate is recycled back to the front of the Li₂CO₃ circuit and recovered.

14.2Process Design Criteria

Process design criteria were developed by LAC's process engineering group based on in-house and vendor test results that were incorporated into the process modelling software Aspen Plus^® to generate a steady-state material and energy balance. This data and criteria below were used as nominal values for equipment design/sizing. The design basis for the beneficiation facility is to process an average ROM throughput rate during Phase 1 of about 3.3 M dry tonnes per year equivalent to about 9,000 dry t/d of feed (including a 99% plant availability). Throughput from the mine to the crushing plant is targeted based on an average rejection rate of 34% of the ROM material based on low lithium content in coarse material. With approximately 6,000 dry t/d feed rate (including a 92% plant availability) to the leach plant and recoveries for the Project, the design basis results in an estimated production rate of approximately 110 t/d (40,187 t/a) of battery grade Lithium Carbonate.

Table 14-1 and Table 14-2 summarize the main process design parameters used for each phase of this study. Flow rates, based on process mass balance, Rev. F HMB, are nominal for a single phase for design purposes. Table 14-3 and Table 14-4 summarize the major process equipment used for a single phase.

Table 14-1Process Design Criteria - Beneficiation through Neutralized Tailing

Parameter	Units	Value
PLANT AVAILABILITY
Operating schedule	days/year	365
Beneficiation	%	99
Process Plant	%	92
Acid plant (not including turnarounds)	%	96
THROUGHPUT
Run of mine feed to plant (dry)	t/a	3,258,000
Run of mine feed to plant (dry) (with availability)	t/d	9,000
Feed to Leach (dry)	t/a	2,161,000
Feed to Leach (dry) (with availability)	t/d	6,000
CTFS total tailing (neutralized filter cake, sulfate salts) (dry)	t/a	3,909,000
CTFS total tailing (neutralized filter cake, sulfate salts) (dry) (with availability)	t/d	12,000
LCE produced (dry)	t/a	44,000
LCE produced (dry) (with availability)	t/d	131
CRUSHING
ROM Li content	ppm	3,270
Particle size distribution (F80)	mm	82
Ore bulk density (transport)	t/m3	1.6
Ore moisture total (loose)	weight %	16
Crushed particle size (P80)	mm	25
Feed to attrition circuit (dry)	t/d	5,000
Discharge screen oversize (% ROM)	%	1
CLASSIFICATION
Feed particle size (P80)	microns	225
Overflow particle size (P80)	microns	75
Underflow particle size (P80)	microns	272
Coarse material rejection (dry)	%	33

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Parameter	Units	Value
Thickener underflow pulp density	weight %	20-25
Flocculant consumption	g/t	130
Decanter centrifuge cake density	weight %	55
Flocculant consumption	g/t	130
LEACH
Feed solids Li content	ppm	4,563
Feed pulp density	weight %	30-35
Leach residence time	minutes	180
NEUTRALIZATION
Neutralization tank (limestone) residence time	minutes	90
Neutralization tank (Mg(OH)2) residence time	minutes	60
pH in final neutralization tank	pH	6.5
Neutralization clarifier flocculant consumption	g/t	150
CCD and FILTRATION
No. of CCD stages	-	7
Flocculant consumption (total)	g/t	842
Filtration residual moisture in cake	%	39
CCD/Filtration recovery	%	99

NOTE: 1) Flow rates based on process mass balance, Rev. F HMB, are nominal for a single phase for equipment design/sizing purposes.

2) Values rounded to the nearest thousand where appropriate.

Table 14-2Process Design Criteria - Purification Plant

Parameter	Units	Value
MAGNESIUM SULFATE CRYSTALLIZATION
No. of stages (evaporation/crystallization)	-	1/3
% of Mg removed (average, based on Rev. F HMB)	% of feed	79
Centrifuge cake moisture	weight %	4
MAGNESIUM PRECIPITATION
Residual magnesium content	ppm	5
Mg(OH)2 recycle stream pulp density	weight %	30
CALCIUM PRECIPITATION
Residual calcium content	ppm	100
Underflow solids density	weight %	5
ION EXCHANGE
Residual calcium content	ppm	Proprietary
Residual magnesium content	ppm	Proprietary
Residual boron content	ppm	Proprietary
LITHIUM CARBONATE PLANT
No. of stages (crystallization/bicarbonation)	-	2/1
2nd Stage Centrifuge Cake Moisture	weight %	20
ZLD Centrifuge Cake Moisture	weight %	15
Dryer Discharge Moisture	weight %	0.1
Jet Mill Discharge Particle Size (d50)	microns	6
Cooler Discharge Temperature	oC	40

NOTE: Design values based on 40-year LOM variability needs, but do not strictly reflect representative averages for either 25- or 40-year periods.

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Table 14-3Major Process Equipment - Beneficiation/Classification/Filtering

Item	Phase 1 Quantity	Phase 2 Quantity	Description	Key Criteria (each)
Feeder Breaker	2 operating	3 operating	30" wide drag conveyor, dual drive 2 x 56kW, 31" pick diameter breaker, 56kW	169 kW
Mineral Sizer	2 operating	3 operating	Direct Drive Crusher-Sizer, 0.6 m diameter. x 1.2 m wide	112 kW
Log Washer	2 operating	4 operating	13-26 RPM	150 kW
Attrition Scrubber	1 operating 1 standby	2 operating 1 standby	Four Cells c/w Hi-Chrome Props and SS shafts	600 kW
Attrition Scrubber Discharge Screen	1 operating 1 standby	2 operating 1 standby	Single deck, dual vibrating motors, 1.8 m x 3.66 m, linear vibrating, 25.4 mm square opening	13 kW
Classification Cyclone Cluster	1 operating	2 operating	8-Place (6 operating/2 standby), 20 inch	P100 = 75 µm
Hydraulic classifier	1 operating 1 standby	2 operating 1 standby	3.66 m' x 3.66 m	75 µm separation size
Dewatering Screens	1 operating 1standby	2 operating 1 standby	Single deck, dual vibrating motors, 1.5 m x 3.66 m, linear vibrating, 0.5 x 12 mm slot	10 kW
Classification Thickener	1 operating	2 operating	50 m diameter	30 kW
Classification Centrifuge	5 operating 1 standby	10 operating 2 standby	Decanter type with variable Frequency Drive (VFD) on Main and Secondary drives	355 kW (main) 160 kW (sec)
Acid Leach Tank	3 operating	6 operating	10.4 m diameter x 11.3 m high, agitated, rubber lined carbon steel, closed top, scrubber	56 kW
Neutralization Tank	2 operating	4 operating	10.4 m diameter x 11.3 m high, agitated, rubber lined carbon steel, closed top	30 kW
Neutralization Clarifier	1 operating	2 operating	Hi-Density, 40 m diameter	30 kW
CCD Thickener	7 operating	14 operating	Hi-Density, 40 m diameter	30 kW
Filter Feed Tank	1 operating	2 operating	12.2 m diameter x 12.8 m high, agitated, rubber lined carbon steel, closed top	56 kW
Filter Feed Pump	14 operating 2 standby	28 operating 4 standby	587 m3/hr @ 212 kPag initial feed rate, 100 m3/hr @ 824 kPag final feed rate, horizontal centrifugal	56 kW
Neutralization Filter	7 operating 1 standby	14 operating 2 standby	Overhead filter press, 2.5 m x 2.5 m, 32 mm chambers	150 kW

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Table 14-4Major Process Equipment - Purification Process

Item	Phase 1 Quantity	Phase 2 Quantity	Description	Key Criteria (each)
Magnesium Removal
MgSO4 Removal System	1 operating	2 operating	3 pre-evaporators and 2 crystallizer trains operating per phase Pusher type centrifuges w/VFD, 2205 duplex SS wetted parts Product contacting: Duplex 2205 Non-product contact: SS 304/316	27 MW
Magnesium Precipitation Tank	1 operating	2 operating	6.1 m diameter x 7.3 m high, 181.5 m3 operating volume, agitated, carbon steel, closed top	15 kW
Magnesium Precipitation Filter	1 operating 1 standby	2 operating 2 standby	Overhead membrane filter press, 2.5 m x 2.5 m, 40 mm chambers, 103 plates (alternated membrane plates with recessed plates), 32 min cycle time	63.55 kW
Li2CO3/ZLD Crystallization
Calcium Precipitation Reactor Clarifier	1 operating	2 operating	9.14 m dia. x 4.57 m high (straight side) w/rake drive and internal recirculation pump, carbon steel	Ca concentration proprietary
Calcium Precipitation Filter	1 operating 1 standby	2 operating	Dual media type, 3.35 m dia. x 1.83 m high (straight side), rubber lined carbon steel	Ca concentration proprietary
Cation Removal Ion Exchange System	1 operating	2 standby	Ion Exchange (IX) system w/associated acid/caustic/water tanks and pumps, lined FRP columns	Ca concentration proprietary Mg concentration proprietary
Boron Removal Ion Exchange System	1 operating	2 operating	Ion Exchange (IX) system w/associated acid/caustic/water tanks and pumps, lined FRP columns	Boron concentration proprietary
Li2CO3 System	1 operating	2 operating	Peeler type centrifuges, 316L SS wetted parts Product contacting: Duplex 2205 Non-product contact: SS 304/316	Target ppm Li proprietary Operating temperature proprietary
Li2CO3 Dryer	1 operating	2 operating	Paddle type w/integral baghouse, 2.57 m wide x 9.7 m long, indirect steam heated	0.1 wt.% moisture
Li2CO3 Jet Mill	1 operating	2 operating	Fluidized bed type w/air jets and dynamic classifier, 304 SS contact parts	Particle size proprietary
Li2CO3 Cooler	1 operating	2 operating	Paddle type w/integral baghouse, 2.2 m wide x 7.575 m long, indirect water cooled	Operating temperature proprietary
Li2CO3 Storage Bins	3 operating	6 operating	Wedge bottom silo, 3.66 m dia. x 9.14 m high (straight side), 304L SS	54 tonnes

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Item	Phase 1 Quantity	Phase 2 Quantity	Description	Key Criteria (each)
Li2CO3 Packaging (FIBC)	1 operating	2 operating	FIBC packing system including pallet dispenser, slip sheet dispenser, conveyors, scales, dust collection, manual sleeve wrap station, automatic stretch wrap system, PLC	20 x 1,000 kg bags/h or 30 x 500 kg bags/h
Li2CO3 Packaging (20/25 kg bags)	1 operating	2 operating	Bag packing system including automatic filler, bag closer, conveyors, robotic palletizer, stretch wrapper w/labeler, label printer, PLC	480-600 bags/h
ZLD System	1 operating	2 operating	2 Evaporators operating per phase Solid bowl type centrifuge Product contacting: 2507/6 Moly Non-product contact: SS 304/316	10 MW

14.2.1Production

Recovery of lithium during operations will fluctuate with varying ore mineralization, and process chemistries. An average LOM lithium recovery of 73.2% is used in this study. There are five major areas contributing to lithium losses in the process plant:

• Beneficiation: lithium associated with rejected coarse gangue mineralization, loss is estimated at 8%
• Leach: lithium not leached from the ore; loss is estimated at 10 to 15%
• CCD and filtration: lithium lost in entrained moisture within the filter cake, lithium loss is approximately 0.5-1.5%
• Magnesium sulfate (MgSO₄) and sodium and potassium sulfate salts: lithium is lost in residual mother liquor remaining on the crystals. Based on test data and typical separation and wash efficiencies, the loss estimates
  • for the magnesium crystallization circuit is 0.25-1.5% and
  • for the ZLD crystallization circuit 1-4%

14.3Process Description

14.3.1ROM Stockpile/Feed

Ore will be delivered to two separate but connected ROM stockpiles from the mining operation using haul trucks. The ore will be segregated into stockpiles by clay type: illite and smectite. LAC has a target of illite to smectite ratios ranging between 30 to 70% illite with the remaining amount as smectite. The ore types will be fed into the variable speed feeders allowing the system operator to maintain the selected ratio.

Based on mine plan optimization to maximize recoverable lithium, the resultant blend to feed the plant averages 59% illite and ranges between 30 to 70%, with the remaining amount as smectite.

14.3.2Beneficiation

The purpose of mineral beneficiation is to liberate the clay from the gangue and then concentrate lithium-bearing clay by rejecting coarse, non-lithium or low lithium grade gangue material.

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14.3.2.1Comminution

Material of each ore type will be pushed via dozer to a dedicated feeder breaker to reduce the material to a top size of about 150 mm, then conveyed to a mineral sizer (toothed roll crusher) for reduction to about minus 25 mm. Discharge from each mineral sizer will be combined on a common conveyor to the mineral beneficiation process. Blend ratios may be controlled via belt speeds and weightometers.

14.3.2.2Attrition Scrubbing

Crushed ore will be conveyed to a classifying, spiral paddle mixer, commonly referred to as a log-washer, operating at 40 wt.% solids to provide hydration time and an initial separation of clay from coarse material. The fine material will report to a downstream pump box. The coarse material will be transported up the inclined log-washer, where it will discharge to an attrition scrubber with four cells, operating at 30 wt.% solids. The attrition scrubber will impart a high degree of agitation resulting in aggressive particle-on-particle contact, or scrubbing, to remove the majority of the remaining clay from coarse material. Recycled water from the downstream dewatering circuit will be used for density control in both the log washer and attrition scrubber. Slurry discharging from the attrition scrubbers will pass through a vibrating screen into a pump box. The screen will remove material coarser than 25 mm that will be combined with classification dewatering screen oversize and conveyed to an intermediate coarse gangue stockpile. The fine clay material passing through the screen will combine with the log washer fine material and will be pumped to the classification circuit. A standby log-washer, attrition scrubber, and vibrating screen will be installed to ensure high availability.

14.3.2.3Classification

Separation of clay is achieved by a combination of hydrocyclones and a hydraulic classifier. The overflow from both the hydrocyclones and the hydraulic classifier flow by gravity to the classification thickener feed box. Solids from the hydrocyclones (cyclone underflow) report to the hydraulic classifier which rejects material primarily greater than 75 micron particles in the underflow. This will be dewatered by a vibrating screen. The screen oversize (coarse gangue) will be conveyed to an intermediate coarse gangue stockpile and then reclaimed by a front-end loader and trucked to the coarse gangue stockpile. The screen undersize will report to the classification thickener. Up to an estimated 34% of the ore fed to the process will be rejected during classification. Standby cyclones and a standby hydraulic classifier and vibrating screen will be installed to ensure high availability.

14.3.2.4Solid-Liquid Separation (Thickening and Dewatering)

The fine clay material from the hydrocyclone and hydraulic classifier overflows (minus 75 microns) will be thickened to approximately 20-25 wt.% solids in a high-rate thickener. The thickener overflow will be collected in a recycle water tank from which it will be distributed to the various users in the classification circuit, as well as a portion being returned to the mineral beneficiation circuit. The thickener underflow will be pumped downgradient to a classification centrifuges feed tank. The underflow will be dewatered to an estimated 55 wt.% solids by multiple horizontal decanter centrifuges. The centrate will be pumped approximately 3 km back to the classification recycle water tank while the cake will be repulped primarily with downstream neutralization filter wash water and then pumped to the acid leach circuit at about 34 wt.% solids. Raw water make-up to the beneficiation circuit is pumped approximately 3 km to the classification recycle water tank and will be distributed to the water users within the classification circuit.

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14.3.3Leaching and Neutralization

14.3.3.1Acid Leaching

Solids feed rate to the leach circuit will be largely dictated by sulfuric acid plant capacity. The leach temperature of 75-90°C will be governed by heat generated from the dilution of the sulfuric acid and acid-clay reactions.

Continuous leaching will be performed in three agitated tanks in series at 1 hour leaching time each. Acid addition will be 490 kg of 100% H₂SO₄ per tonne of leach feed solids. On average for the LOM an estimated 86% of the lithium will be dissolved from the clay. Due to the non-selective leaching by the acid, other elements of interest that will be leached in appreciable amounts include magnesium, calcium, potassium, sodium, iron, boron, and aluminum. The tanks will be vented to a caustic scrubber to remove entrained acid-laden droplets from the vapor streams (primarily carbon dioxide and water) generated in the leach tanks. The scrubber effluent will be pumped to the downstream neutralization circuit. The leached clay slurry at 10-50 g/L H₂SO₄ of residual acid will flow by gravity to the neutralization circuit.

14.3.3.2Neutralization

A two-stage neutralization will be performed in agitated tanks, one per stage, with a retention time of 1.5 hours in the first tank and 1 hour in the second. In the first stage, a 35 wt.% slurry of ground limestone (P₈₀ = 44 microns) will be combined with the acidic slurry to achieve a pH of 3-4. The first stage neutralization will neutralize most of the residual acid from acid leach and precipitate most of the iron and aluminum. Magnesium hydroxide recycled from the downstream magnesium precipitation circuit will be used to complete the neutralization to a pH of approximately 6.5 in the second stage. This pH will both ensure lithium solubility is at or near the maximum in the downstream magnesium sulfate crystallization circuit, and to avoid redissolution of calcium borate (a co-precipitant in the magnesium precipitation circuit). The neutralization product slurry will contain residual clay, gypsum, calcium borate and metal hydroxides. Effluents from the sulfuric acid plant tail gas scrubber, liquid sulfur tank scrubbers and transloading scrubber will be combined in an agitated tank from which it will report to the first stage neutralization tank. Slurry from the second stage neutralization tank will gravity flow to the neutralization clarifier feed tank.

Neutralized slurry will be thickened to approximately 33% solids in a high-density thickener. The overflow solution will be pumped to the magnesium sulfate evaporator feed tank. Underflow from the clarifier will be pumped to the CCD circuit for recovery of lithium in solution.

14.3.4Countercurrent Decantation and Filtration

14.3.4.1CCD

Clarifier underflow from the neutralization clarifier is diluted with overflow from the second stage CCD in an agitated tank that feeds the first CCD thickener. Feed in the center well is diluted internally to approximately 3% solids with clear supernatant. Slurry will be thickened to approximately 33% in a high-density thickener. The overflow from the first CCD thickener is cooled with cooling water prior to being distributed to various locations in the process plant with the excess being pumped to the magnesium sulfate evaporator feed tank. The cooling is required to avoid damage to the plastic filter plates in the downstream filter which have a temperature limit of about 75^oC. Underflow from the first CCD thickener is pumped to the second stage CCD feed tank, where it is diluted with overflow from the third stage CCD. This is typical for CCD stages two through six where the underflow is pumped to the next stage CCD. Overflow from the second through the seventh stage CCD is pumped to the preceding stage CCD feed tank for dilution. Underflow from the seventh stage CCD is pumped to the filter feed tank.

Neutralization filtrate is pumped to the sixth stage CCD feed tank. Process recycle water and cooled process condensate are pumped to the seventh stage CCD feed tank for washing.

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14.3.4.2Filtration

Washed slurry will be pumped from the filter feed tank to recessed chamber filter presses to produce a 61 wt.% solids filter cake which will be conveyed to an intermediate stockpile near the Clay Tailings Filter Stack (CTFS). The filtrate, comprised of a dilute sulfate solution with lithium, magnesium, potassium, and sodium cations will be sent to the sixth stage CCD feed tank. The filters are the final stage of lithium recovery in solution. An overall 99% wash efficiency of lithium is assumed for design.

14.3.5Magnesium and Calcium Removal

14.3.5.1Magnesium Sulfate Crystallization

The neutralized filtrate will be concentrated by Mechanical Vapor Recompression (MVR) heated falling film evaporators prior to crystallization. The lithium concentration will be held below a target concentration leaving the evaporator to avoid crystallizing a lithium-potassium double salt. A seed recycle system will be used to minimize the amount of scaling caused by gypsum precipitation.

Magnesium will be removed from the concentrated liquor as a salt predominantly in the form of magnesium sulfate hexahydrate (MgSO₄.6H₂O) in three stages of crystallization. Operating conditions will be controlled in each stage to crystallize the maximum amount of magnesium possible without precipitating lithium as a lithium-potassium double salt. Water vapor and non-condensable gases will be removed from the second stage crystallizers by ejector/barometric condenser trains cooled by cooling tower water, and the third stage crystallizers will be by indirect condenser/ejector trains cooled by chilled water. Crystals will be withdrawn as a slurry from the second and third stages of crystallization and fed to pusher centrifuges where the crystals are dewatered and washed. The centrifuge cakes at 96 wt.% solids will be conveyed to an intermediate stockpile near the Clay Tailings Filter Stack (CTFS).

14.3.5.2Magnesium Precipitation and Filtration

Liquor from the magnesium sulfate crystallizer circuit will be mixed with a 25 wt.% milk-of-lime slurry to adjust the pH to approximately 11 to precipitate magnesium as magnesium hydroxide while a corresponding amount of sulfate is removed as coprecipitated gypsum. Magnesium will be precipitated to about 5 ppm in a single agitated tank. Calcium will remain at the gypsum saturation level. The discharge from the magnesium precipitation tank will gravity flow to the magnesium precipitation filter feed tank from where it will be pumped to the recessed chamber membrane magnesium precipitation filters. The magnesium hydroxide/gypsum cake will be repulped with CCD wash solution on a batch basis then pumped to the upstream second stage of neutralization. The filtrate will be sent to the downstream calcium precipitation circuit.

14.3.5.3Calcium Precipitation

Filtrate from the magnesium precipitation step is mixed with a 25 wt.% soda ash (Na₂CO₃) solution to precipitate calcium carbonate (CaCO₃). Calcium will be precipitated to approximately 100 ppm in a combination reaction tank, followed by a reactor clarifier. Soda ash will be delivered to the reactor tank and ferric sulfate will be added as coagulant. The reaction tank will be maintained at about 10 g/L solids loading to act as seed material by recycling clarifier underflow slurry. The reaction tank slurry will flow by gravity into the reactor clarifier reaction chamber where it will meet circulating solids and flocculant. The clarifier overflow will contain 10 ppm or less suspended solids while the underflow will contain 5-10 wt.% solids. The majority of the underflow solids will be recycled to the reaction tank while the remainder recycles to the magnesium precipitation filter feed tank. The overflow from the clarifier will be pumped through multimedia filters for further clarification. The filters will be air scoured and backwashed with filtrate as required. The backwash will be collected in the agitated backwash tank where it will be combined with solids from the soda ash filters. The contents of the backwash tank will be metered into the calcium precipitation reaction tank.

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14.3.5.4Ion Exchange

Filtrate from the calcium precipitation circuit will be fed to an ion exchange (IX) system for the removal of hardness, primarily calcium and magnesium. The regeneration sequence will include steps for brine displacement, hydrochloric acid stripping of the adsorbed cations, rinsing and conditioning of the resin with sodium hydroxide. Calcium and magnesium in the purified solution will be reduced below the acceptable limit.

Solution from the hardness removal ion exchange will be fed to an ion exchange system for the removal of boron. The regeneration sequence will include steps for sulfuric acid stripping of the adsorbed boron, rinsing and conditioning of the resin with sodium hydroxide. Boron in the purified solution will be reduced to below the required limit.

The soda ash solution used for lithium carbonate crystallization will be treated via ion exchange to remove calcium and magnesium to below the target levels. Normally, the two IX columns will both be fed in parallel to adsorb hardness from the reagent solution. For a relatively short time however, one column will be taken offline to regenerate the resin (3% of the time is estimated). As with the other cation IX system, the stripping of the resin will be done with hydrochloric acid and the conditioning of the resin will be done using sodium hydroxide.

14.3.6Lithium Carbonate Production

14.3.6.1Lithium Carbonate Circuit

The lithium carbonate purification system will receive concentrated lithium sulfate solution from the ion exchange circuit as well as recycled centrate from the Zero Liquid Discharge (ZLD) crystallization circuit (see Section 14.3.6.2). Battery grade lithium carbonate will be produced by a three-stage process. In the first stage, lithium carbonate will be crystallized in a draft tube baffle (DTB) crystallizer by reacting the concentrated lithium sulfate solutions with a 25 wt.% soda ash solution. Lithium carbonate crystals withdrawn from the crystallizer will be dewatered using peeler centrifuges. The crystals will be washed using wash centrate from the second stage lithium carbonate centrifuges then repulped with both treated (RO) water and recycled centrate from the second stage lithium carbonate centrifuges. The repulp slurry will be fed to the lithium bicarbonate reactor. The centrate will report to the sodium/potassium sulfate salts crystallization circuit, or ZLD circuit.

The undissolved lithium carbonate and lithium carbonate in solution will be converted to soluble lithium bicarbonate (LiHCO₃) by reaction with carbon dioxide in a forced circulation reactor. Temperature will be maintained by cooling with chilled water. Carbon dioxide (CO₂) will be supplied from the second stage crystallizer condenser. Make-up will be provided from a liquid CO₂ storage vessel. The lithium bicarbonate liquor will be filtered to remove insoluble material prior to feeding the second stage lithium carbonate crystallizer. The insolubles captured on cartridge type filters will be disposed of properly.

The second stage lithium carbonate crystallizer will be a DTB type and operated at a temperature where the lithium bicarbonate will be converted back to lithium carbonate crystals and carbon dioxide will be liberated. The overhead vapor will be condensed with cooling water and the non-condensable carbon dioxide will be compressed and recycled to the lithium bicarbonate reactor. Lithium carbonate crystals withdrawn from the crystallizer will be dewatered using peeler centrifuges. The crystals will be washed using hot treated water. A portion of the centrate will recycle to the lithium bicarbonate reactor feed for repulping and the remaining portion will report to the Zero Liquid Discharge crystallization circuit, or ZLD circuit.

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14.3.6.2ZLD Crystallizers

Centrates from the first stage and second stage lithium carbonate crystallizers will pass through a decarbonation step in which sulfuric acid will be added to convert the lithium carbonate to lithium sulfate while also driving off any dissolved carbon dioxide. The lithium sulfate solution will be pumped to the ZLD crystallizers for removal of sodium and potassium sulfate salts.

Sodium and potassium sulfate salts will be removed from the decarbonated lithium sulfate solution in forced circulation mechanical vapor recompression (MVR) crystallizers. Lithium will be concentrated to near the point of crystallizing the lithium-potassium double salt. Crystals at a 25 to 40 wt.% slurry density will be pumped to decanter centrifuges. The centrifuge cake at 85 to 92 wt.% solids will be conveyed to an intermediate stockpile near the Clay Tailings Filter Stack (CTFS). The centrate will be returned to the first stage lithium carbonate feed tank. A small portion of the centrate will be able to be purged to the upstream magnesium precipitation tank to control impurity concentration in the lithium carbonate circuit, if needed.

14.3.6.3Final Product Handling

Washed centrifuge cake from the 2^nd stage Li₂CO₃ crystallizer will be dried in an indirect steam heated dryer from which it will discharge into a lump breaker to eliminate any agglomerated material. Material from the lump breaker will discharge into a pneumatic conveying system and be transported to one of three 60 tonne storage silos. The three silos will discharge into another pneumatic conveying system that transports to a hopper from which the solids pass through a magnet to remove tramp iron prior to feeding the fluidized jet mill.

The jet mill will use compressed air provided by dedicated compressors to reduce the size of the lithium carbonate from approximately 30-130 microns down to approximately 5-8 microns. The jet mill will have a baghouse to separate the lithium carbonate from the milling and conveying air. The lithium carbonate will discharge from the baghouse into an indirect type of cooler before being pneumatically conveyed to five individual 5-tonne hoppers which then feed the Dry Vibrating Magnetic Filtration (DVMF) system. This system will be made up of scalping magnets and splitters to feed the magnetic filters. The filters will remove magnetic and partially magnetic particles from the lithium carbonate.

After the magnetic filters, the lithium carbonate will be fed into either the small bag packaging line or the bulk bag packaging line. A bar magnet will remove any tramp metal prior to each line. The small bag line will fill either 20 kg or 25 kg bags and place them on pallets. The bulk bag line will fill either 500 kg or 1,000 kg bags and place them on pallets. A forklift will then transfer the loaded bags into a QC holding area before being loaded into a shipping container or truck.

A rework system will be available to reprocess out of spec material from any one of the three 60-tonne silos, the DVMF feed bins or from the bulk bag unloader. The off-spec product will be pneumatically conveyed to the Off Spec Receiving Hopper and metered into the Off-Spec Dissolution Tank. Water and sulfuric acid will be added to the tank to convert the lithium carbonate into lithium sulfate for return to the process.

14.3.7Clay Tailings Filter Stack

14.3.7.1Description

Neutralized clay tailings filter cake will be radially stacked in an intermediate stockpile within the lined area of the Clay Tailings Filter Stack (CTFS) storage facility. These tailings will be hauled by loader and truck to a designated location on the CTFS. Salt tailings from the magnesium sulfate crystallization circuit and the sodium/potassium sulfate salts from the ZLD circuit will be radially stacked in an intermediate stockpile separate from the neutralized clay tailings. The salt tailings will be hauled by loader and truck to a designated location on the CTFS. The CTFS will be progressively expanded and reclaimed during the life of the Project.

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14.3.7.2Management Strategy

The tailings discharge from the filters will be conveyed to an intermediate stockpile location in the southwest corner of the CTFS across from the process plant. From the stockpile, the material will be loaded with wheeled loaders hauled by end dump trucks and placed within the CTFS in lifts. During material placement, samples will be collected and tested for moisture content determination. If the moisture content of the tailings is above the specified range above the optimum moisture content, the tailings will be scarified using a motor grader, disc, rotovator or similar equipment to increase the surface area and to promote drying of the material. Frequent scarification and mixing of the materials will reduce the time required to lower the moisture content of the tailings. During the scarification and mixing process, samples will be collected for moisture content testing. Once it has been determined that the material is within the specified range of the optimum moisture content the tailings will be compacted using a vibrating and/or pad foot compactor.

The tailings placement described above will be completed in cells within each CTFS lift, with tailings being placed in designated cells until each cell is built to its designated size. This will result in numerous cells being actively dried, scarified/mixed and compacted concurrently until the desired moisture and dry density is achieved for that cell. Once the technical requirements for moisture and density are achieved the cell can then be stacked on during placement of the next lift.

14.4Reagents

14.4.1Sulfur

Sulfuric acid will be primarily used for leaching and will be generated on-site at the sulfuric acid plant from liquid sulfur. During summer months, the product will be 98.5 wt.% H₂SO₄, and in winter it will be diluted to 93.0 wt.% to avoid freezing complications. Two acid tanks, with a combined seven (7) days of storage capacity, will supply sulfuric acid to the processing plant.

Liquid sulfur will be delivered by truck from a transload facility located in Winnemucca, NV, where it is transferred from railcars to storage tanks by gravity dump. There will be about 28 days of liquid sulfur storage capacity at the sulfuric acid plant. A caustic scrubber will be installed near the sulfur storage tanks to capture H₂S that can potentially off-gas during unloading and storage.

14.4.2Limestone

Limestone will be used as a neutralizing reagent to react with any residual acid remaining after leach. Limestone will be sourced from local deposits. It will be crushed and ground at the limestone preparation plant at site. The limestone plant capacity is 28.6 t/h with a target P₈₀ grind size of 44 µm. Ground limestone will be mixed with a slip stream of neutralization wash filtrate to make a 35 wt.% slurry for addition to the neutralization circuit.

14.4.3Quicklime

Quicklime (CaO) will be the primary reagent for magnesium precipitation. It will be delivered in pebble form to the site by bulk trucks and transferred to a storage silo (1,000-t capacity). It will be unloaded pneumatically from the trucks, with dedicated stationary blowers, for unloading two trucks simultaneously. The quicklime will then be slaked with water in a vertical mill type slaker to produce milk-of-lime (MOL or Ca(OH)₂) at 25 wt.% solids and transferred to a tank with a 24-hr storage capacity. The lime slaking plant capacity is 13 t/hr.

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14.4.4Sodium Hydroxide

NaOH solution (caustic soda) will be used for off-gas scrubbers and ion exchange resin regeneration. It will be delivered via tanker truck as a 50 wt.% liquid and offloaded to a storage tank with 7 days of capacity. The caustic will be diluted to 20 wt.% during the transfer from the truck to the storage tank.

14.4.5Soda Ash

Na₂CO₃ (soda ash) will be the main reagent for Li₂CO₃ production and will be also used for calcium precipitation. It will be delivered by bulk truck and offloaded to a 1,000-tonne silo. Soda ash will be mixed with reverse osmosis (RO) water to produce a 25 wt.% solution.

14.4.6Flocculant

Flocculant will be used in the classification area for the thickener. Anionic flocculant will be delivered by bulk bag and transferred to a flocculant makeup system located near the thickener to create a 2 g/L solution prior to use in the plant. The flocculant package is sized for 2.4 dry t flocculant/day addition rate.

Flocculant will also be used in the classification area for the centrifuges, neutralization clarifier, and CCD thickeners and is also used in the calcium precipitation reactor clarifier. Anionic flocculant will be delivered by bulk bag and transferred to a flocculant makeup system located near the centrifuge building to create a 10 g/L solution prior to use in the plant. The flocculant package is sized for 8 dry t flocculant/day addition rate.

14.4.7Carbon Dioxide

Carbon dioxide (CO₂) will be solely used in the lithium bicarbonate reactor as part of Li₂CO₃ production. A significant amount of CO₂ will be captured in the 2^nd Stage Li₂CO₃ crystallizers and recycled back to the bicarbonate reactor, but makeup is needed for any losses. It will be recaptured from the process or delivered to site in liquid form by tanker truck and stored in a pressurized vessel. The liquid will be vaporized for use in the plant.

14.4.8Ferric Sulfate

Ferric sulfate (Fe₂(SO4)₃) solution at 12% Fe will be used as a coagulant in calcium precipitation. It will be delivered by tanker truck in liquid form and pumped to a storage tank for use in the plant.

14.4.9Hydrochloric Acid

HCl (hydrochloric acid) at about 35 weight% will be used to regenerate ion exchange resin used to remove hardness from process solutions. It will be delivered by tanker truck in liquid form and transferred to a storage tank for use in the plant. A scrubber will capture acid vapors generated during the filling of the storage tank.

14.4.10Miscellaneous

Other miscellaneous chemicals will be used including dust suppressants, chemicals for RO/water treatment, antiscalants, cleaning agents, etc. Acids and other chemicals will be used in the main assay laboratory for sample analysis.

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14.4.11Raw Materials Consumptions

All major raw materials consumption estimates for process plant reagents are based on test work. In the case where test work is not available, consumption rates for minor reagents are estimated based on vendor provided information or best practices. Consumption rates in Table 14-5 are based upon expected mine plan production rates during the life of the Project. Table 14-6 shows the estimated consumption of reagents for the 25-year LOM case.

Table 14-5Reagent Consumption (40-Year LOM - Base Case)

Raw Materials	Units	Average Annual Consumption	Average unit tonne per tonne of Lithium Carbonate product
Quicklime	tonne	140,000	2.10
Limestone	tonne	436,000	6.52
Soda Ash	tonne	248,000	3.71
Hydrochloric Acid 35%	tonne	1,400	0.02
Ferric Sulfate 60%	tonne	400	0.01
Caustic Soda 50%	tonne	7,200	0.11
Flocculant	tonne	4,500	0.07
Ammonia	tonne	400	0.005
Liquid Sulfur (calculated)	tonne	656,000	9.81
Water Treatment (SAP)	Liter	1,900	0.03
Diesel Off-Road	gallon	4,684,000	70.13
Diesel Highway	gallon	0	0.00
Unleaded Gasoline (Process Plant)	gallon	93,000	1.38
Propane (Process Plant)	tonne	1,200	0.02
Liquid Sulfuric Acid @ 98.5% (Purchased)	tonne	0	0.00

Table 14-6Reagent Consumption (First 25 Years of 40-Year Case)

Raw Materials	Units	Average Annual Consumption	Average unit tonne per tonne of Lithium Carbonate product
Quicklime	tonne	150,000	2.14
Limestone	tonne	400,000	5.72
Soda Ash	tonne	261,000	3.73
Hydrochloric Acid 35%	tonne	1,500	0.02
Ferric Sulfate 60%	tonne	500	0.01
Caustic Soda 50%	tonne	7,200	0.10
Flocculant	tonne	4,400	0.06
Ammonia	tonne	300	0.004
Liquid Sulfur (calculated)	tonne	634,000	9.07
Water Treatment (SAP)	Liter	1,900	0.03
Diesel Off-Road	gallon	4,330,000	61.93

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Raw Materials	Units	Average Annual Consumption	Average unit tonne per tonne of Lithium Carbonate product
Diesel Highway	gallon	0	0.00
Unleaded Gasoline (Process Plant)	gallon	93,000	1.32
Propane (Process Plant)	tonne	1,100	0.02
Liquid Sulfuric Acid @ 98.5% (Purchased)	tonne	0	0.00

14.5Plant Water

The plant site will have several water systems including raw water, potable water, demineralized water, and fire water. Site water systems are described in Section 18 of this report.

14.5.1Water Supply

Raw water is able to be introduced to various locations within the process including the mine facilities raw water tank, the mine water truck fill stand, the sulfuric acid plant, and various locations in the process plant. All make-up water for the process plant is added in the beneficiation circuit. Makeup water for the process plant accounts primarily for water lost in tails. Water evaporated during crystallization is collected as condensate and recycled for use in the process. Water estimated to be used in the plant, based on process mass balance Rev. F HMB, and for mining operations, is shown in Table 14-7. Water demand is estimated to be approximately 5% below the current allowance.

Table 14-7Plant Water Use

Site Demand	Units	Phase 1 Value	Phase 2 Value
Raw Water	m3/hr	279	559
Potable	m3/hr	2	4
Mine Operations	m3/hr	100	200
Total Water Consumption	m3/hr	381	763
	acre-ft/yr	2,707	5,416
Available Water	m3/hr	402	803
	acre-ft/yr	2,850	5,700

14.5.2Steam

High pressure steam is generated in the sulfuric acid plant from the conversion of liquid sulfur to sulfuric acid. This steam reports to a steam turbine generator for the production of power. To meet the steam demands of the process plant, both medium pressure (10 barg) and low pressure (4.8 barg) steams are extracted from the generator and exported to the process plant. The steam consumers and consumption rates are shown in Table 14-8.

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Table 14-8Steam Use

Site Demand	Units	Pressure Class	Phase 1 Value	Phase 2 Value
Li2CO3 Crystallization	kg/h	Low	33,800	67,600
ZLD Crystallization	kg/h	Low	1,800	3,600
MgSO4 Crystallization	kg/h	Medium	500	1,000
Li2CO3 Dryer	kg/h	Medium	1,800	3,600
Total Steam Consumption	kg/h		37,900	75,800

The steam consumers used internally by the sulfuric acid plant are not listed above.

Only a small portion of the steam is condensed in heat exchangers that allows it to be returned to the sulfuric acid plant for boiler feed water.

The majority of the steam is used in either steam jet ejectors (MgSO₄ crystallization system) where it is condensed and combines with cooling tower water, or directly injected into a crystallizer (Li₂CO₃ crystallization system) where it partially condenses into the process fluid and partially evaporates water which reports to the process condensate system. The process condensate is cooled to three different temperatures using air-to-liquid coolers and a cooling tower. The condensate at the different temperatures is distributed to various users including filter cloth wash, CCD washing, solids repulping, ion exchange, RO feed, reagent systems, tail gas scrubber and cooling towers for make-up.

14.6Power

The estimated average running load demand for the site is shown in Table 14-9. Electrical power supply is discussed in Section 18. Total imported power will be less than demand due to power generated on-site from the sulfuric acid plant. Power generated by the sulfuric acid plant is shown in Section 15.8.

Table 14-9Power Demand by Area (based on Equipment List for DFS Load Study (Rev N, supplied by ITAC)

Power Demand by Area	Phase 1 kW Demand Load	Phase 2 kW Demand Load	Phase 1+2 kW Demand Load
Mine Operations	21	1	22
Crushing / Grinding	5,829	4,841	10,671
Attrition Scrubbing Area (w/ Slurry Transfer)
Classification
Acid Leaching	5,873	5,873	11,747
Neutralization
Neutralization/CCD
Neutralization Filtration
Magnesium Sulfate Crystallization	17,773	17,773	35,546
Magnesium Precipitation
Magnesium Precipitation Filtration
Calcium Precipitation
Cation Removal Ion Exchange
Lithium Carbonate Crystallization	12,356	11,966	24,323
Lithium Carbonate Product Handling
ZLD Crystallization

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Power Demand by Area	Phase 1 kW Demand Load	Phase 2 kW Demand Load	Phase 1+2 kW Demand Load
Liquid Sulfuric Acid Plant	14,599	14,561	29,160
Liquid Sulfur
SAP Gas & Strong Acid
Tail Gas Treatment
BFW and Steam System
Cooling Water System
Turbo Generator
Sulfuric Acid Product
Facility Load
13.8 kV Distribution and Generators	7,952	2,371	10,323
Compressed Air
Water Systems
Tailings Disposal	579	347	927
Reagents	1,378	1,116	2,494
Site Security Building	1,873	270	2,143
Admin Building
Plant Warehouse Building
Plant Maintenance Building
Packaging Warehouse Building
Plant Laboratory Building
Truck Facility Building
Well Field Security Building
Process Plant Control Building
Electric Heat Tracing Loads	7,213	7,213	14,426
E-Houses Utilities Loads
Plant Lighting & Misc. Loads
Total	75,446	66,334	141,780

14.7Air Service

A compressed air system will be located at the attrition scrubbing and classification areas located near the mine facilities, approximately 3 km from the main processing plant. The system will be comprised of compressors, a dryer, plant, instrument air receivers, and distribution piping. All air will be dried prior to being distributed to both plant air and instrument air users. The compressors and dryer will be located in a building and the air receivers will be located outdoors.

A central compressed air system will be located at the main processing plant area and will be comprised of compressors, dryers, and air receivers. All air will be dried prior to being distributed to both plant air and instrument air users. The distribution system will be comprised of main supply headers to dedicated satellite air receivers for both plant air and instrument air in various areas of the plant. The compressors and dryers will be located in a building and the air receivers (central and satellite) will be located outdoors.

Dedicated compressors will be provided for the neutralization filters and will be located near the filter plant. The system will be comprised of three compressors (two operating and one standby), an air receiver, and distribution piping. The compressors and air receiver will be located in a building.

Dedicated compressors will be provided for the magnesium precipitation filters and will be located near the filter plant. The system will be comprised of one compressor, an air receiver, and distribution piping. The compressor and air receiver will be located in the same building as the neutralization filters compressed air equipment.

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14.8Quality Control

Sample preparation and analytical equipment will be available to handle the daily requirements of the mine and processing plant. Streams will be monitored using on-line instrumentation where appropriate, which may include pH control and reagent addition control systems. The data will be used to optimize process conditions. Routine samples of intermediate products and final products will be collected and analyzed in an assay laboratory where standard assays/analyses will be performed. The data obtained will be used for product quality control and routine process optimization. Feed and tailings samples will also be collected and subjected to routine assay.

The analytical laboratory will consist of a full set of assay instruments for lithium analysis, including an Inductively Coupled Plasma Spectrometer (ICP), and other instruments such as moisture balance, pH, and redox potential meters.

14.9Sampling

Samplers will be installed in locations that are required for metallurgical accounting and process control purposes. Installation location and type of major sampling equipment related to the plant metallurgical balance is listed in Table 14-10. Sampling points for process control are listed in Table 14-11.

Table 14-10Metallurgical Accounting Sampler Summary, Major Process Inlets/Outlets

Location	Sampler Type	Purpose	Information
Log Washer Feed Belt	Cross-cut sampler	Metallurgical Balance	Mass and elemental feed to plant
Classification-Coarse Gangue	Cross-cut sampler	Metallurgical Balance	Mass and elemental loss to coarse gangue
Neutralization filtration	Cross-cut sampler	Metallurgical Balance	Mass and elemental loss to filter cake
CTFS - salt conveyor	Cross-cut sampler	Metallurgical Balance	Mass and elemental loss to salts
Li2CO3 production	In-line composite	Metallurgical Balance, QA/QC	Mass Li2CO3 produced, quality assurance

Table 14-11Process Control Sampler Summary

Location
Attrition Scrubber Discharge	MgSO4 Evaporator Feed	Li Carbonate Feed
Classification Cyclone Feed	MgSO4 Precipitation Feed	Li Carbonate Dryer Discharge
Classification Cyclone Overflow	IX Feed	Na/K Sulfate Salts Feed
Acid Leach Feed	IX Discharge	Na/K Sulfate Salts Crystals
Neutralization Filtrate	IX Product	Na/K Sulfate Salts Purge

14.10Auxiliary Systems

Auxiliary systems such as reagent mixing and storage, maintenance, and office facilities, laboratory, etc. are discussed in Section 18 of this report.

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14.11Process Control Philosophy

The control philosophy for the plant is for all unit operations to be controlled by a Plant Control System (PCS) from a central control room with a satellite control room in the attrition scrubbing area. Local controls will be minimized, but options for wireless tablet-based field control stations to provide operator flexibility may be included. The control room operators will input set points, operate valves, start/stop equipment and be alerted to alarms and interlocks via the human machine interface (HMI). Data from both the Distributed Control System (DCS) and analytical laboratory will be fed to an integrated data management system (DMS). Data from both the PCS and analytical laboratory will be fed to the DMS. Vendor instrumentation packages will be integrated with the central control system. The plant central control room will be staffed by trained personnel 24 h/d.

Intelligent type motor control centers will be located in electrical rooms throughout the facilities. A network interface to the process control system will facilitate remote operation and monitoring of motor control center equipment. Field instrumentation and devices will be hardwired to the process control system except where wireless solutions are cost effective.

A site wide process control network will be established in a ring architecture wherever feasible. This will be a combination of CAT6a and fiber optic where appropriate.

14.12QP Opinion on Bench Scale Testing for Justification of Mineral Resources and Mineral Reserves

Metallurgical processes have been engineered from pilot testing, bench scale testing, and modeling to produce lithium carbonate using conventional, unit operations from a lithium bearing clay mineralization present at Thacker Pass.

Clay concentrate was produced via pilot plant testing (refer to Section 10.2.1.6 for details). Concentrate from testing has been used by equipment manufacturers to produce lithium carbonate that meets a commercial product specification (refer to Section 10.2.5).

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15Infrastructure

The Project is planned to be constructed in two phases. To support lithium carbonate production as discussed in Section 17, Phase 1 will consist of a single sulfuric acid plant with a nominal production rate of 3,000 tonnes per day sulfuric acid. Phase 2 will begin three years later with the addition of a second sulfuric acid plant with an additional nominal production rate of 3,000 t/d. Mined material and tailings will be moved by conveyors and trucks and the infrastructure needed to support these production rates are summarized in this section.

15.1Overall Site General Arrangement

The mining and Processing Plant operations are located within the McDermitt Caldera in northwest Nevada. Lithium-rich clays are mined and fed into crushing and mineral beneficiation equipment at the mine site two miles west of the processing plant. Slurry is pumped to the Processing Plant where water is recovered and pumped back from the process for reuse. Raw water is sourced via aquifer-fed wells 7 miles east of the processing plant. See the overall site general arrangement in Figure 15-1.

Figure 15-1Overall Site General Arrangement

Source: M3, 2022

15.2Process Plant General Arrangement

A portion of the process facilities encompassing mineral beneficiation and classification is located due east of the Mine Service Area near the ore body. This area includes the ROM pad, feeder breakers and mineral sizers, log washing and attrition scrubbing. Additionally, the front end of the classification circuit is located on this pad and consists of the hydrocyclone cluster, hydraulic classifiers, thickening and coarse gangue discharge and stacking system.

The remainder of the process plant is located approximately 2 miles east. The slurry is transferred to the downstream plant via a pipeline and trench along the southern edge of the haul road. See Figure 15-2 for the general arrangement layout of the process facilities. Product flows are generally clockwise starting in the western edge of the upper third zone of the layout. The remainder of the classification (centrifuges), leach, and neutralization circuits begin the process flow on this site. Next the solution is sent to the counter current decantation (CCD) circuit before being sent to the filtration area located on the northeastern side. Magnesium removal continues south to a central section of the plant before flowing west to calcium precipitation, calcium and boron ion exchange, evaporation, and lithium carbonate production followed by ZLD crystallization. The packaging system, along with the warehouse, are immediately west of the lithium carbonate plant to minimize product transfer distance. The sulfuric acid plant is situated in the southern third of the layout in recognition of prevailing winds. The traffic flow is largely one-way counterclockwise on the site perimeter with maintenance access between major process areas.

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A primary east-west pipe rack and a secondary north-south pipe racks contain much of the process and utility piping, electrical and instrumentation feeds.

15.3Reagents, Consumables and Shipping

Limestone, quicklime, flocculant, and soda ash reagents are delivered to the processing plant in solid form via trucks while liquid sulfur, propane, carbon dioxide, ferric sulfate, caustic soda, and hydrochloric acid are delivered as liquids, also by trucks. The liquid sulfur delivery route has been carefully planned to remain on the southern edge of the processing facilities to minimize potential incidents with other traffic on site. Limestone and quicklime are the next highest delivery loads coming to site. As such these deliveries have been designed to stay on the north side of the process plant to similarly reduce potential traffic incidents. The remaining reagents/consumables have delivery points in the central plant at a low daily delivery rate with the exception of soda ash.

Gasoline, on and off highway diesel along with typical plant warehouse deliveries have been kept to the western portion of the plant with direct access from the main entry minimizing delivery truck exposure to the site. The large equipment warehouse house is located directly south of these facilities.

Battery-grade lithium carbonate is packaged in bags, and flexible intermediate bulk containers (FIBC or bulk bags) and are stored in a warehouse on the west side which is collocated with the plant warehouse. This design allows the advantage of a shared truck maneuvering area and ease of getting into and out of the warehouse area without entering the process area.

15.4Ancillary Buildings

The main administration office building and analytical laboratory are located in the southwest corner of the process plant site with direct access from the highway and from the main security entrance. The administration building houses a change room, shift change area, medical areas as well as office space. A helipad is situated near to the administrative office area and the security entrance for ready access. A mill maintenance building is planned on the northeast corner of the plant in close proximity to the filtration building. Two control buildings have been provided. The main plant control building is centrally located for ease of access to the majority of the process plant site. A dedicated sulfuric acid plant control building has been provided within the sulfuric acid plant area. Lastly a small control building is planned at the mineral beneficiation area to manage the crushing, attrition, and front end of the classification unit operations.

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Figure 15-2Process Facility General Arrangement (Phase 1 Only)

Source: M3, 2022

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15.5Site Access

The Project envisions improving the junction of US-95 and SR-293 to improve and handle the planned traffic flow. The plant development contemplates a total of three new entrances and utilizes one existing entrance from SR-293 onto the Project site as depicted on Figure 15-3. Below is a description of the intended uses for each of the proposed entrance locations from SR-293 and the junction improvement.

Figure 15-3Site Entrances

Source: M3, 2022

15.5.1US-95 / SR-293 Junction

Located in the town of Orovada, Nevada is the junction of US route 95 and Nevada State Route 293 (see Figure 15-4). Nearly all traffic related to the construction and operations of Thacker Pass will travel north bound on US-95 and turn west at the SR-293 junction. This road junction will be upgraded to accommodate the additional traffic to site.

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Figure 15-4Route Junction Satellite View

Note: US Route 95 is also called Veterans Memorial Highway.

Source: M3, 2022

15.5.2Pole Creek Road Entrance

Pole Creek Road is an established dirt road intersecting with SR-293 on the eastern boundary of the Project site. The layout will utilize this road to establish a construction access entrance. It is expected that the vehicle types using this entrance will include legal haul tractor-trailers, concrete ready-mix trucks, flat bed deliveries for bulk materials such as structural steel/piping/etc., mobile equipment transport trucks, and wide load transports delivering plant facility equipment.

15.5.3Administration Entrance

Approximately 11,800 ft west of Pole Creek Road is the proposed entrance for the Administrative Office facilities. This entrance is intended to service the light vehicle traffic with the goal of keeping such traffic separate from heavy truck deliveries to the processing facility operations once the process plant has been commissioned and is in regular operations. This is intended to increase traffic safety.

15.5.4Process Facility Entrance

Approximately 535 m (1,760 ft) west of the Administration Offices entrance is the main Processing Facilities entrance. This location will be the receiving point for all heavy trucks delivering materials and equipment to the processing plant operation. Heavy truck traffic will be directed to this location in an effort to separate the heavy and light traffic with the goal of increasing traffic safety entering and exiting SR-293. During construction and prior to the need for a large quantity of heavy truck deliveries this will be used as a secondary construction entrance. There is limited light vehicle traffic planned at this location once full-scale operations are in place.

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15.5.5Mine Area Entrance

Approximately 2,530 m (8,300 ft) west of the Process Facilities entrance is the Mine Site entrance. This location is intended to service the mine site personnel access and will largely receive employee's light vehicles, personnel buses, and maintenance/service vehicles. All heavy truck deliveries destined for the Mine Site will be received at either the Pole Creek Road entrance or the Process Facility entrance.

15.6Raw Material Logistics

Raw materials for the Project are to be delivered to the site by over highway trucks during the life of mine. A local rail-to-truck transloading facility located in Winnemucca will allow for transfer of most raw materials for delivery to the Project site. A summary of the primary raw materials to be used during operations, and their logistics, are below (Table 15-1). This will include the limestone grinding and storage facility, soda ash transloading facility and the sulfur transloading facility. The cost per tonne of the raw material is included in the OPEX for the consumables.

Table 15-1Life of Mine Primary Raw Material Logistics Scheme

Raw Material	Description	Approximate Truck Loads per Day	Origin
Liquid Sulfur	Includes unloading, storage, and delivery to the plant via 39-tonne tanker from a transloading facility in Winnemucca, NV.	47	Tampa benchmark pricing + freight to Western North America; exact origin TBD
Soda Ash	Includes unloading, storage, and delivery to the plant via 39-tonne trailer from a transloading facility in Winnemucca, NV.	18	Green River, Wy
Quicklime	Includes unloading, storage, and delivery to the plant via 39-tonne trailer from Savage transloading facility in Golconda, NV. Optionally, may be shipped to site from a transloading facility in Winnemucca, NV with minor capital improvements.	10	Pilot Peak, NV or Western UT
Limestone	Includes operation of in-pit primary crusher, delivery to the process plant via 39-tonne trailer and secondary limestone crushing/screening/grinding plant at process plant.	31	(Quarried Locally)
Fuel	Includes diesel, unleaded gasoline, propane and their unloading, and delivery to the plant via 10,000 or 12,500 gallon trailer to site. Optionally, may be shipped to site from a transloading facility in Winnemucca, NV.	>1	Via Winnemucca fuel market by owner or others
Other	Includes delivery to the plant via 21-tonne trailer of Ferric Sulfate, Hydrochloric Acid, Caustic Soda, and Flocculant direct to site. Optionally, may be shipped to site from a transloading facility in Winnemucca, NV with minor capital improvements.	>6	Bulk flocculant direct from Riceboro, GA Low volume reagents from SLC, UT and Sparks, NV markets

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15.7Power Supply

Electrical power for the Project will be supplied by on-site power generation and via the grid connected to the nearby local electric utility cooperative, Harney Electric Cooperative (HEC) 115 kV transmission network. The Project will generate a portion of the steady-state power demand via Steam Turbine Generators (STG) driven by steam produced by the sulfuric acid plant. The remainder of steady-state loads and any peaks will be serviced by power purchased from HEC.

The main onsite electrical infrastructure comprises the following:

• 115 kV Overhead power line for interconnection to HEC transmission lines.
• 115 kV - 13.8 kV Utility Interconnection Substation
• 13.8 kV Main Distribution Substations.
• 13.8 kV, 4.16 kV, 480 V Electrical Distribution Systems.
• 13.8 kV Steam Turbine Generators
• 13.8 kV Black Diesel Generators

15.7.1In-Plant Power Generation

The acid plant produces steam during the production of sulfuric acid. Steam generated by the acid plants will be used in the lithium processing plants and to generate approximately 90 MW of electricity.

The in-plant power generation will consist of two approximately 45 MW Steam Turbine Generators, one each on Phase 1 and Phase 2, that provide normal power to the plant and Stand-by Diesel Generators that provide power for the plant black start operation and critical loads that require backup power upon loss of normal power.

LNC will not export power from in-plant generation to the HEC grid.

15.7.2Interconnection to Utility Grid

Thacker Pass is located in the service territory of HEC. Since the Nevada power market is regulated, LAC will purchase all imported power from HEC. HEC does not generate any power and has a full requirements contract with the Department of Energy's Bonneville Power Administration (BPA). BPA delivers hydropower produced in the Columbia River Basin. Power generated by BPA is delivered to HEC in Winnemucca, NV, via BPA's Southern Inertie and NV Energy's transmission system.

LAC submitted a Power Service Application to HEC in March of 2021. HEC then initiated an Interconnection Study for their system and a System Impact Study with BPA. Note that the wheeling of power by NV Energy is part of BPA's scope. The HEC Interconnection Study is complete and the projected upgrade costs are included in this report. With the budgeted upgrades, HEC's system can reliably support LAC's load.

BPA requested an updated load forecast and was provided with the maximum transmission capacity results from the HEC Interconnection Study to use as the maximize power availability required from BPA. HEC has signed a reimbursement agreement with BPA and BPA's Transfer Group is actively working with NV Energy. HEC has indicated that the power cost is anticipated to be approximately $60/MWh however this will only be finalized once both studies are complete. HEC has indicated that BPA power will be available for Phase 1 and 2 once NV Energy completes the Greenlink West project in December 2026. LAC, HEC and NV Energy are working together on an interim power plan for the months between commissioning and Greenlink coming online. HEC also indicated that no funds are required from LAC for upgrading NV Energy's system as these are all covered under Greenlink West.

An existing radial 115 kV transmission circuit, owned and operated by HEC, currently runs parallel to the proposed Project site. The plant location is approximately 9 miles from the Kings River Switching Substation on the 20.7-mile Kings River Switching Substation--Kings River Substation 115 kV transmission line. The line from the Kings River Switching Station will be upgraded from 3/0 conductors to 556 MCM ACSR conductors to the new point of interconnect at Thacker Pass. At Thacker Pass, HEC will add a new point of interconnect switching station to service the LAC substation and continue service to the Kings River Substation.

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The grid interconnection will be located approximately 305 m (1,000 ft) to the south of the proposed process plant substation adjacent to SR 293. The grid interconnection switching station will be located directly beneath the existing 115 KV transmission line. HEC will make additional communication and protection upgrades to their 115 KV network to improve reliability of service to the proposed LAC facility.

The new LAC substation will include:

Phase 1:

• Approximately 1,000 ft of new 115 kV overhead transmission line will be constructed from the new point of interconnect switching station at the 115 kV HEC network to the new LAC substation.
• 115 kV Transmission Line Structure
• One 115 kV power circuit breaker and protection for the incoming 115 kV supply from HEC.
• One 115 kV power circuit breaker and protection for the transformer primary protection.
• 115/13.8 kV power factor correction equipment.
• One 115 kV - 13.8 kV power transformer.
• Required HEC metering equipment.
• One prefabricated control house for protection and control equipment.

Phase 2: (additional equipment)

• One 115 kV power circuit breaker and protection for the transformer primary protection.
• 115/13.8 kV power factor correction equipment.
• One 115 kV-13.8 kV power transformer

15.7.3Power Distribution

15.7.3.113.8 kV Plant Distribution

The 13.8 kV main distribution substation will consist of one 13.8 kV metal-clad switchgear (3 main breakers and feeder breakers including one spare) to allow for the distribution of electrical power to the local substations in the plant. The equipment will be housed in a prefabricated electrical building (E-house) located centrally adjacent to the utility interconnection substation and the acid plant.

The main distribution substation will supply electrical power to downstream substations in each area throughout the plant at 13.8 kV, 3-phase, 60 Hz.

Power factor correction will be used where technically required to meet the minimum power factor requirements from utility.

The plant design will allow the addition of another 13.8 kV main distribution substation which will be installed in Phase 2 of the Project.

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15.7.3.2System Voltages

Locally positioned substations throughout the plant will be used to transform the electrical power to a voltage suitable for utilization by the various local electrically powered equipment. The distribution voltages are summarized in Table 15-2 below.

The majority of cable runs will be supported on cable trays mounted on the pipe racks. Underground installation is used to support the well field for water supply. Ariel distribution is provided to the mine site.

Table 15-2System Voltages

Equipment	Nominal Voltage	No of Phases	Frequency (Hz)	Grounding Remarks
Incoming Supply	115 kV	3	60 Hz	TBD
In-Plant Generation	13.8 kV	3	60 Hz	Low Resistance Grounding
MV Distribution	13.8 kV	3	60 Hz	Low Resistance Grounding
MV Distribution	4.16 kV	3	60 Hz	Low Resistance grounding
LV Distribution	480 V	3	60 HZ	High Resistance grounding
AC UPS	120 V	1	60 Hz	Solid grounding
Lighting				TBD

Table 15-3Motor Voltages

Motor HP Range	DOL* Starting	Reduced Voltage** Starting	Motor Rated Voltage (V)	System Voltage (V)	Phases
Below 0.5	X	X	115	120	1
0.5 to 200	X		460	480	3
Above 200 up to 6,000	X		4,000	4,160	3
0.5 up to 500		X	460	480	3
500 up to 6,000		X	4,000	4,160	3
6,000 and above	X	X	13,200	13,800	3

* Direct On Line
** Reduced Voltage Starting (soft starter or variable frequency drive)

15.7.3.3Electrical Loads

The total connected load for the plant is calculated at 200.9 MW with a calculated operating demand of 141.8 MW. The anticipated load breakdown is summarized in Table 15-4 below. The total power generation is calculated at 89.9 MW from two sulfuric acid plants. Total power import is anticipated to be 51.9 MW (see Table 15-5).

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Table 15-4Electrical Load Breakdown

Area	Phase 1 Connected (MW)	Phase 1 Demand (MW)	Phase 2 Connected (MW)	Phase 2 Demand (MW)	Total Connected (MW)	Total Demand (MW)
Acid Plant	20.7	14.6	20.6	14.6	41.3	29.2
Process Plant / Mine	86.7	60.8	72.9	51.8	159.6	112.6
Total	107.4	75.4	93.5	66.4	200.9	141.8

Table 15-5Electrical Load Generation vs. Import

Power	Phase 1 (MW)	Phase 2 (MW)	Total Phase 1 & Phase 2 (MW)
Generation	44.9	44.9	89.9
Import	30.5	21.4	51.9

15.7.3.4Mine Area, Mine Area Booster Pumps, Attrition Scrubbing, Classification

Power to the mine area, mine area booster pumps, Attrition Scrubbing, Classification will be supplied from the main distribution E-house switchgear by a 13.8 kV overhead distribution line on single wooden poles to the Mine e-house, transformers and switchgears to distribute the power to various loads at the required voltage. voltage.

15.7.3.5Processing Plant

Power to the processing plant will be supplied from the main distribution substation switchgear via 13.8 kV cables routed in cable trays mounted on pipe racks to supply the process loads while providing feeders to the following areas:

• Attrition Scrubbing
• Classification (Located adjacent to both Attrition Scrubbing and Leaching processes)
• Leaching, Neutralization & CCD
• Filtration
• Magnesium Sulfate Crystallization & Precipitation
• Calcium Removal
• Lithium Carbonate
• Sulfate Salts Crystallization (ZLD)
• Limestone
• Quicklime
• Stockpile/Tailings

Each area substation will contain all the necessary e-houses, transformers, switchgear and motor control centers to distribute the power to various loads at the required voltage within the process area.

15.7.3.6Well Site, Booster Pumps, E-Pond Pumps, CTFS Pumps

Power to the water well site, booster pumps, e-pond pumps and CTFS pumps will be supplied from the main distribution E-house switchgear via 13.8 kV cables routed underground in conduits.

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15.7.4Power Tabulation

Demand loads for Phase 1 and Phase 2 are 75.5 MW and 66.3 MW respectively, for a combined total of 141.8 MW demand during Phase 2. Power will be generated at the sulfuric acid plant from the steam generated from excess heat along with an anticipated import load of 455 GWh/year required. Thacker Pass is located in the service territory of Harney Electric Cooperative (HEC). Since the Nevada power market is regulated, LAC will purchase all imported power from HEC. HEC infrastructure to support this import load will need to be improved. The following table tabulates the power requirements for the Project.

Table 15-6Project Power Demands

PHASE 1
Functional Area	Description	Installed By Area (kW)	Demand By Area (kW)
050	Mine Operations	175	20.87
110	ROM Feed and Log Washing	977	772
120	Attrition Scrubbing Area (w/ Slurry Transfer)	1,632	1,204
130	Classification	7,107	3,853
210	Acid Leaching	212	165
220	Neutralization Clarification	649	309
225	Neutralization CCD	3,453	1,565
230	Neutralization Filtration	8,057	3,834
310	Magnesium Sulfate Crystallization	21,736	16,980
320	Magnesium Precipitation	66	33
330	Magnesium Precipitation Filtration	1,048	528
340	Calcium Precipitation	209	90
350	Cation Removal Ion Exchange	268	142
410	Lithium Carbonate Crystallization	3,237	2,426
420	Lithium Carbonate Product Handling	4,877	3,901
430	Na/K Sulfate Salts Crystallization (ZLD)	7,695	6,029
500	Liquid Sulfuric Acid Plant	729	397
510	Liquid Sulfur	115	48
520	SAP Gas & Strong Acid	10,696	8,288
530	Tail Gas Treatment	1,247	499
540	BFW and Steam System	1,785	729
550	Cooling Water System	345	145
560	Turbo Generator	3,588	2,397
570	Sulfuric Acid Product	213	85
	Facility Load	2,012	2,012
610	13.8kV Distribution and Generators	455	455
640	Compressed Air	1,496	942
650	Water Systems	10,769	6,555

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PHASE 1
Functional Area	Description	Installed By Area (kW)	Demand By Area (kW)
700	Tailings Disposal	1,021	579
800	Reagents	2,214	1,378
905	Site Security Building	45	45
910	Admin Building	500	500
915	Plant Warehouse Building	75	75
920	Plant Maintenance Building	500	300
925	Packaging Warehouse Building	300	300
930	Plant Laboratory Building	500	500
935	Truck Facility Building	20	20
	Well Field Security Building	20	20
951	Process Plant Control Building	113	113
Misc.	Electric Heat Tracing Loads	1,300	1,300
	HVAC/LIGHTS/MISC	5,913	5,913
	Grand Total	107,370	75,446

PHASE 2
Functional Area	Description	Phase 2 Multiplier	Installed By Area (kW)	Demand By Area (kW)
050	Mine Operations	0	12	1
110	ROM Feed and Log Washing	0.5	488	386
120	Attrition Scrubbing Area (w/ Slurry Transfer)	0.5	816	602
130	Classification	1	7,107	3,853
210	Acid Leaching	1	212	165
220	Neutralization Clarification	1	649	309
225	Neutralization CCD	1	3,453	1,565
230	Neutralization Filtration	1	8,057	3,834
310	Magnesium Sulfate Crystallization	1	21,736	16,980
320	Magnesium Precipitation	1	66	33
330	Magnesium Precipitation Filtration	1	1,048	528
340	Calcium Precipitation	1	209	90
350	Cation Removal Ion Exchange	1	268	142
410	Lithium Carbonate Crystallization	1	3,237	2,426
420	Lithium Carbonate Product Handling	1	4,389	3,511
430	Na/K Sulfate Salts Crystallization (ZLD)	1	7,695	6,029
500	Liquid Sulfuric Acid Plant	1	700	381

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PHASE 2
Functional Area	Description	Phase 2 Multiplier	Installed By Area (kW)	Demand By Area (kW)
510	Liquid Sulfur	1	115	48
520	SAP Gas & Strong Acid	1	10,696	8,288
530	Tail Gas Treatment	1	1,247	499
540	BFW and Steam System	1	1,732	707
550	Cooling Water System	1	345	145
560	Turbo Generator	1	3,588	2,397
570	Sulfuric Acid Product	1	213	85
	Facility Load	1	2,012	2,012
610	13.8kV Distribution and Generators	1	446	446
640	Compressed Air	1.0	1,496	942
650	Water Systems	0	1,615	983
700	Tailings Disposal	0.6	613	347
800	Reagents	0.8	1,793	1,116
905	Site Security Building	0	0	0
910	Admin Building	0	0	0
915	Plant Warehouse Building	0	0	0
920	Plant Maintenance Building	0	0	0
925	Packaging Warehouse Building	1	270	270
930	Plant Laboratory Building	0	0	0
935	Truck Facility Building	0	0	0
	Well Field Security Building	0	0	0
951	Process Plant Control Building	0	0	0
Misc.	Electric Heat Tracing Loads	1	1,300	1,300
	HVAC/LIGHTS/MISC	1	5,913	5,913
	Grand Total		93,538	66,334

15.8Sulfuric Acid Production

The sulfuric acid plants for the Project are Double Contact Double Absorption (DCDA) sulfur burning sulfuric acid plants with heat recovery systems (HRS). The plants sizing was maximized based upon the use of single pieces of equipment such as a single blower train instead of two operating in parallel, and a single waste heat boiler to optimize production versus capital.

Phase 1 and Phase 2 will each have a single sulfuric acid plant capable of producing nominal 3,000 t/d (100 weight % H₂SO₄ basis) of sulfuric acid by burning liquid elemental sulfur. Sulfur is delivered to site by truck and is unloaded by gravity into a single Sulfur Unloading Pit which provides sulfur to both sulfuric acid plants. The sulfuric acid generated from each plant is used in the process plant for the chemical production of lithium carbonate. The total annual operating days is based upon expected scheduled and unscheduled maintenance. Acid production is a function of the plant's nominal capacity and production over Design Capacity with production efficiency of the equipment decreasing over a three-year period until scheduled maintenance occurs. Each sulfuric acid plant has two Liquid Sulfur Storage Tanks with a combined storage capacity of 28 days. The sulfur is transferred from the tanks to the Sulfur Feed Pit and from there to the Sulfur Furnace.

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The chemical processes in the sulfuric acid plant include combustion of sulfur to produce SO₂, catalytic conversion of SO₂ to SO₃ and absorption of SO₃ in acid, all of which generate large amounts of excess heat. This excess heat is captured via economizers, a waste heat boiler, and super-heaters to produce steam which, in turn, is used to generate electrical power via the acid plant steam turbine generator (STG) set. Energy recovery from the absorption reaction is maximized through the use of the HRS system which generates saturated intermediate pressure steam for internal process users with the balance superheated for injection into the STG set. Low pressure steam is extracted from the STG set for use in the lithium processing plant. The individual STG power output is 45.2 MW, and each sulfuric acid internal consumption is 13.0 MW, leaving a net export of 32.2 MW from each turbine for use by the lithium processing plant.

A Tail Gas Scrubber is provided for each sulfuric acid plant where residual SO₂ and acid mist in the tail gas is removed to less than US Environmental Protection Agency (US EPA) Prevention of Significant Deterioration (PSD) emission limits before the gas is expelled to atmosphere via a tail gas stack. Sodium hydroxide solution is used as the scrubbing medium and the effluent is consumed in the lithium processing plant.

Selective Catalyst Reduction (SCR)'s will be installed on both sulfuric acid plants to minimize nitrogen oxides (NOx) emissions when the second plant is built for Phase 2.

Each plant has two Sulfuric Acid Storage Tanks with a combined storage capacity of 7 days. A single Start-up Acid Tank services both sulfuric acid plants. Acid is produced at 98.5%. Acid is diluted to 93% in the winter months for freeze protection. A truck loadout facility services both sulfuric acid plants. A single Control Room also services both sulfuric acid plants.

Water use in the sulfuric acid plants is minimized by utilizing closed loop air coolers for the strong acid system, and an air-cooled condenser on the turbine generator. A small open loop cooling tower is utilized only for product acid cooling and lube oil systems.

Liquid effluents are minimized in the plant design. Reverse osmosis rejects from the Water Demineralizer are returned to a common Process Condensate Tank for re-use within the complex. Storm Water is collected by the event collection pond which services the process plant area. The strong acid sump contents, which may be acidic, are delivered to an Elemental Neutralization Facility which services both sulfuric acid plants. From the Elementary Neutralization Facility, the contents can be consumed in the Lithium Processing Plant.

Sound enclosures are provided where necessary to attenuate operational noise levels to below acceptable limits.

15.9Water Supply

15.9.1Water Source and System Design

The Thacker Pass water supply system is shown in Figure 15-5. The existing Quinn Raw Water Well has been tested and is able to sustain 908 m³/h (4,000 gpm) which satisfies the expected average demand servicing all potable, mining and process flow streams for Phase 2. A backup well is planned to be installed one mile west of the existing production well to maintain a constant supply of water if one well pump is down for maintenance or repairs.

The hydraulic capacity of the pump and piping system from the production wells to the plant site is 908 m³/h (4,000 gpm). The Process Plant Raw/Fire Water Tank capacity is 5,680 m³ (1.5 M gallons), storing 4,770 m³ (1.26 M gallons) for 6 hours make up water, above the fire water reserve.

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Figure 15-5Thacker Pass Water Supply System

Source: M3, 2022

15.9.2Potable Water

The combined site demand for potable water at the process plant and mine site was estimated to be approximately 100 m³/d (27,000 gallons per day), based on Phase 2 headcount plus the continuous flow demands of the potable system.

15.9.3Fire Water

The site fire water reserve volumes for the process plant and mine site were calculated to be 908 m³ and 1,135 m³ (240,000 gallons and 300,000 gallons), respectively. These estimates were developed in accordance with National Fire Protection Association (NFPA) Codes & Standards. Fire water is fed via gravity to the Process Plant. Raw water is pumped up to the Mine Raw/Fire Water Tank where it is stored as reserve and, in the event of a fire, will be pumped to the various hydrants located throughout the mine service area.

15.10Waste Rock and Tailings

Table 15-7 shows a summary of the volumes contained in each storage facility and the estimated volume of each facility at the end of the 40-year mine life.

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Table 15-7Design and Requirement Volumes for Stockpiles and Facilities (Millions of Cubic Yards)

Facility Name	Design Storage Mm3 (MCY)	40 Year LOM Required Storage Mm3 (MCY)	% of Design
West Waste Rock Storage Facility (WRSF)	21.3 (27.9)	20.2 (26.4)	95%
East Waste Rock Storage Facility (WRSF)	16.3 (21.3)	0 (0)	0%
Coarse Gangue Stockpile (CGS)	17.5 (22.9)	17.5 (22.9)	100%
Growth Media Stockpiles (GMS)	12.3 (16.1)	5.0 (6.6)	41%
Clay Tailings Filter Stack (CTFS)	266.9 (349.1)	250.7 (327.9)	94%
All facilities have expansion potential.

NOTE: Storage quantities largely determined by short-term processing requirements or surface area mined, and thus are not reassessed for the 25-year case separately.

15.10.1Mine Waste Rock and Growth Media Stockpiles

Approximately 233 M wet tonnes of ore will be mined from the open pit. Once the pit is opened and established, concurrent backfill with waste rock and coarse gangue will be employed. Initially, excavation will start on the western side of the overall pit extents. The West WRSF will be located southwest of the pit and will store 21.3 Mm³ (27.9 MCY) of excavated mine waste rock material. The East WRSF was designed to the east of the pit and can store 16.3 Mm³ (21.3.2 MCY) but the latest mine plan shows it may not be needed due to the available backfill capacity in the pit. Several growth media stockpiles will store material salvaged from proposed disturbance. These stockpiles will be located southeast of the West WRSF, south of the pit, near the ROM ore stockpile, near the CGS and northeast of the East WRSF.

15.10.2Coarse Gangue Stockpile

Coarse gangue is produced in the classification stage of the mineral processing unit operation and is conveyed into the CGS after going through a dewatering process. LAC will convey the coarse gangue material to the CGS located east of the open pit. The gangue material will include lithium content whose economic value cannot be extracted at this time with a rate of return meeting LAC's criteria, using the proposed flowsheet. The stockpile is currently designed to store approximately 17.5 Mm³ (22.9 MCY) of material.  The total capacity of the coarse gangue stockpile will be used.  The remaining coarse gangue generated from the process operations will be backfilled in the pit.

The CGS will be placed above existing ground that has been stripped of growth media. The stripped growth media will be placed in the growth media stockpile(s). The stripped existing ground will be lined with one foot of low hydraulic conductivity soil layer (LHCSL), which will then be covered with a material to prevent the LHCSL from drying out or cracking. Perforated Corrugated Polyethylene Pipe (CPE pipe) will be placed in the major drainages to promote drainage to the CGS Sediment Pond.

The current design for the CG has 15 m (50 ft) lift heights and 18 m (60 ft) benches graded between each lift to provide an overall stacking slope of 4H:1V. Additional stability analysis completed by NewFields show that the coarse gangue stockpile can be stacked to 3H:1V slopes and still meet the minimum stability requirements if the sands are adequately dewatered during the classification process. Additional strength testing of the coarse gangue material will be conducted during operations and side slope requirements may change in the future.

Stormwater runoff from the CGS will drain to the low point on the south side of the facility into the CGS Sediment Pond. The CGS Sediment Pond is fully lined with a single layer of HDPE geomembrane and is designed to contain runoff from a 100-year, 24-hour storm event.  The sediment pond is designed to store two feet of sediment and have three feet of freeboard above the spillway invert. After storm events, water from these ponds will be pumped for use into the process circuit. Storm events greater than a 100-year, 24-hour event and up to a 500-year event will drain out of the overflow spillway into the CTFS West Diversion Channel. The peak flow from a 500-year, 24-hour storm event can pass through the spillway with one foot of freeboard to the crest of the pond. Sediment will be removed from the facility once the sediment design capacity has been reached. Riprap will be installed at the outlet of the sediment pond.

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15.10.3Clay Tailings and Salt Storage

Lithium processing will produce tailings comprised of acid leach residue filter cake (clay material), magnesium sulfate salt and sodium/potassium sulfate salts, which is collectively referred to as clay tailings. The clay tailings strategy is based on consideration of the following aspects of the site plan:

• Adoption of filtered stack method of clay tailings disposal, referred to as the Clay Tailings Filter Stack (CTFS).
• Fully contained HDPE lined facility for permanent storage of clay tailings.
• Site selection for the CTFS: the selected location is on relatively flat terrain within the mineral claim area for proper containment, while maintaining close proximity to the process plant.
• Surface water management to minimize water entering the tailings area.

Placement of clay tailings, otherwise termed as "filtered tailings", differs from conventional slurry tailings methodology and typically has higher operating costs but with the benefit of improved stability and reduced water consumption. At the tailings storage site, it is possible to reduce the tailings to a moisture content amenable to placement in the CTFS.

At the end of the leach neutralization process cycle, water from the clay tailings is recovered by solid-liquid separation (dewatering), utilizing filter presses. The filtered tailings are then transported by conveyor to the HDPE lined CTFS facility. In this state, the filtered tailings can be spread, scarified, air dried (if required) and compacted in lifts similar to the practice for typical earth embankment construction.

15.10.4Tailings Production and Stack Design

At full plant production, up to approximately 20,300 dry tonnes per day of clay tailings and salts will be generated, resulting in a total of 272 M dry tonnes or 250.7 Mm³ (327.9 MCY) requiring secure disposal over a forty-year period. The CTFS will accommodate this volume with a stack height of up to 94.5 m (310 ft). The facility will be expanded throughout the life of the mine with an initial footprint covering nearly 0.8 km² (9 M ft²). Future expansion would take place to the east and upslope to the north, in combination with an increased stack height. The CTFS is designed for a volume of 266.9 Mm³ (349.1 MCY) to demonstrate expansion potential, however only 250.7 Mm³ (327.9 MCY) is anticipated to be generated over the 40-year year mine life. As a result, the facility will only be constructed, and expanded over the LOM, to store the necessary amounts of volume generated.

The design of the CTFS is based on the following key considerations:

• Perimeter structural zone to enhance stability of the CTFS.
• HDPE liner for containment and environmental protection.
• Placement of potentially higher moisture tailings in the interior of the deposit during the wet season or during operational upsets.
• Underdrain collection system to collect drainage from tailings.
• Surface water management.

Figure 15-6 presents the CTFS conceptual design.

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Figure 15-6CTFS Conceptual Design

Source: NewFields, 2022

The tailings will be stacked with a compacted structural zone around the perimeter of the facility, and a lower compaction nonstructural zone in the interior of the stack. Tailings will be placed in lifts, the thickness of which may be determined using test pads during the start of operations that meet the minimum density requirements. Concurrent with construction of each lift, a layer of waste rock material may be placed in select areas (roadways/travel lanes) on the clay tailings to provide a trafficable surface for relocating and operating vehicles and conveyors. The thickness of the waste rock layer will depend on the quality of the materials, the maximum particle size, and the construction equipment used. The waste should be considered a contingency and will be placed on an as needed basis to provide a working surface for vehicles and conveyors. The material will likely be sourced from the pit, delivered using haul trucks, and spread using a bulldozer.

The exterior slopes of the structural zone of the CTFS will be graded to provide stability based on a minimum static safety factor of 1.3. The CTFS will be fully lined with an HDPE geomembrane, underlain with a six-inch liner bedding material. The facility will include an underdrain collection system above the geomembrane to collect drainage from the stack. Drainage from the stack will report to the geomembrane-lined reclaim pond.

With an arid climate averaging 31.2 cm (12.3 in) per annum of precipitation, the evaporation rate will exceed precipitation. 

The approach to protecting the environment is based on the following factors:

• The fines content (silt and clay fraction) of the tailings will be high so the permeability of the tailings will be low and the rate of water infiltration will be very low.
• The surface of the CTFS can be shaped to direct run-off from the tailings surface and draining into the Reclaim Ponds. From there it may be pumped to the process plant for use as makeup water or left to evaporate.
• The Reclaim Ponds are double geomembrane lined and can contain the runoff from a 100-year, 24-hour storm event. 
• The base of the CTFS will consist of HDPE geomembrane overlain by an underdrain system to collect fluids that drain from the stack or meteoric water to the Reclaim Ponds.
• The underdrain system consists of a network of perforated CPE pipes aligned in a herringbone pattern with a two-foot layer of overliner material (sand and gravel material) placed over the top of it.
• The Reclaim Ponds will be double lined with an HDPE geomembrane liner system with an interstitial layer of geonet to serve as leak collection. Water collected in the pond will not be discharged as part of the stormwater management. The water will be pumped to the Process Plant to be used as make-up water for processing operations or will evaporate. The pond will be equipped with a leak collection and removal system consisting of a collection sump between the two liners and a riser pipe laid along one of the slopes, providing access for monitoring and recovering any leakage through the primary liner.

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16Market Studies

16.12021 and 2022 Synopsis

Lithium demand displayed significant growth in 2021 and 2022 due to strong consumer demand for electric vehicles, increased product offerings and government policies to encourage electrification.  Battery Grade supply in 2022 is estimated at 465.7 kt lithium carbonate equivalent (LCE) with an additional 9.8 kt LCE from secondary sources, totaling an expected 475.5 kt LCE supply (Wood Mackenzie, 2022).  This is an increase in supply of 78.6 kt LCE from 2021, or 20% growth year-over-year (YOY). 

Increases in production from Albemarle, SQM and Chinese suppliers were predominantly responsible for supply growth.  Supply is not forecasted to meet demand in 2022, and an estimated supply deficit of nearly 67 kt LCE is expected (excluding inventory impacts).  The tight market resulted in strong upward pressure on prices to all-time highs in the spot market.  Fastmarkets battery grade, spot price (DDP Europe and US) reached $72,500/t for battery grade lithium carbonate in October, 2022.  Contract pricing for battery grade lithium chemicals also increased throughout 2022, settling around $52,000/t for hydroxide and $39,000/t for carbonate in Q3 2022 (Wood Mackenzie, 2022).  As spot prices are a leading indicator, contract pricing is expected to significantly increase in 2023 for battery grade lithium chemicals.

16.2Supply and Demand Forecast

Demand is forecasted to increase from electrification of the transportation sector and stationary storage supported by government policy in the EU, North America, and Asia.  Sales of passenger and light duty electric vehicles are expected to increase from 5.8 million in 2021 to over 15 million in 2025 (approximately 15% of total vehicles sold).  By 2030, approximately 31% of all passenger vehicles sold are forecasted to be electric.

Unit sales of medium duty and heavy-duty vehicles, such as buses and e-trucks, are also expected to grow 26% by 2025.  The size of battery packs is forecasted to increase for passenger vehicles, from 40 kWh in 2021 to nearly 50 kWh by 2025 (Benchmark Mineral Intelligence, 2021). 

The timely and successful ramp-up of refined lithium operations will be critical to meeting demand growth.  Many new projects have focused on battery grade lithium hydroxide (using spodumene feedstock typically from Australia), which will likely lead to a tight carbonate market in the mid-term.  The majority of proposed lithium feedstock greenfield and expansion projects are located in China, Argentina, Australia and Chile and vary considerably in probability of success.  Supply forecasts to 2040 are presented in Figure 16-1.

Benchmark Mineral Intelligence (2021) estimates global lithium demand will double by 2024 to 970 kt and reach 2,570 kt by 2030 (Figure 16-1).  Supply deficits are expected to increase significantly in 2022 to over 100 kt lithium carbonate. By 2024 the deficit is estimated at 220 kt and 963 kt by 2030. This trend is forecasted to continue to at least 2040.  Roskill (2021), later acquired by Wood Mackenzie, has a similar demand/deficit forecast in 2030, although the supply deficit in 2024 is estimated to be 104 kt. 

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Figure 16-1Lithium market balance 2020-2040

Source: Benchmark Mineral Intelligence, 2021

Going forward, the market demand is expected to be balanced between lithium carbonate and lithium hydroxide towards the end of the decade.  Advancements in LFP technology, namely improvements in energy density and lower costs which have resulted in surging customer orders, are expected to drive this balance going forward.

16.3Pricing

In the near term, both spot and contract prices are expected to continue to rise as demand outpaces supply, with not enough additional tonnage available to ease market tightness; this will be exacerbated by the expectation of rising spodumene feedstock costs.

In the mid-term, pricing between hydroxide and carbonate are not expected to widen significantly.  Rising prices are expected to incentivize investment in new projects, many of these announcements are from within China or by Chinese companies with little to no feedstock offtake arrangements.  A shortage of primary mined supply is expected to maintain upward pricing pressure.

In the long term, unprecedented market demand combined with lack of supply is expected to support pricing required to incentivize CAPEX-intensive greenfield projects. In addition, pressure from customers to incorporate carbon-neutral and sustainable technologies will further increase CAPEX and operational costs that will be reflected in pricing. 

16.4Pricing Forecast

Base case lithium carbonate pricing is simplified as a fixed $24,000 per tonne, which is the long-term price forecast of Wood Mackenzie's third quarter 2022 report (Wood Mackenzie, 2022).  Owing to timing of resource and reserve estimation, Wood Mackenzie's second quarter 2022 report (Wood Mackenzie, 2022) was used at $22,000 per tonne lithium carbonate.

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Table 16-1Lithium Price Forecast (Q3 2022)

Lithium Carbonate Price (US$/t, CIF)	2023	2024	2025	2026	2027	2028	2029	2030	2031	2032 / LT
Contract, CIF	58,684	56,223	47,788	42,500	36,000	29,000	26,000	24,000	23,500	24,000
Note: Real prices used, where available.
1. Prices assume straight-line from final yearly forecast to LT price.
2. 2032 / LT represents lithium carbonate pricing beyond 2032

16.5Contracts

LAC does not currently have any offtake contracts or agreements in place for the Thacker Pass Project. 

A contract mining agreement with Sawtooth has been entered into for the Thacker Pass Project.  LAC is under contract with Bechtel for Engineering Procurement and Construction Management (EPCM) services and is finalizing contracts with various equipment vendors.

16.6Qualified Person Statement

Daniel Roth, the QP responsible for this section of the TRS has reviewed the studies, forecasts and analysis presented herein and confirms that the results support the assumptions made in this TRS.

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17Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups

This section summarizes the available information on environmental, permitting, and social/community factors related to the construction, operation, reclamation, and closure of LAC's Thacker Pass Project (the Project). The units in this section are given in metric with the original imperial (i.e., US standard units) in parentheses to maintain consistency with permitting documentation.

17.1Introduction

The Project is located on public lands administered by the U.S. Department of the Interior, Bureau of Land Management (BLM). Construction of the Project requires permits and approvals from various Federal, State, and local government agencies.

The process for BLM authorization includes the submission of a proposed Mine Plan of Operations (PoO, previously defined) and Reclamation Plan for approval by the agency. LAC submitted the Thacker Pass Project Proposed PoO and Reclamation Plan Permit Application on August 1, 2019 (LAC, 2019a). The permit application was preceded by LAC's submission of baseline environmental studies documenting the collection and reporting of data for environmental, natural, and socio-economic resources used to support mine planning and design, impact assessment, and approval processes.

As part of the overall permitting and approval process, the BLM completed an analysis in accordance with the National Environmental Policy Act of 1969 (NEPA) to assess the reasonably foreseeable impacts to the human and natural environment that could result from the implementation of Project activities. As the lead Federal regulatory agency managing the NEPA process, the BLM prepared and issued a Final Environmental Impact Statement (FEIS), (DOI-BLM-NV-W010-2020-0012-EIS) on December 3, 2020 (BLM, 2020). Following the issuance of the FEIS, BLM issued the EIS Record of Decision (ROD) and Plan of Operations Approval on January 15, 2021 (BLM, 2021). In addition, a detailed Reclamation Cost Estimate (RCE) has been prepared and submitted to both the BLM and Nevada Division of Environmental Protection-Bureau of Mining, Regulation and Reclamation (NDEP-BMRR). On October 28, 2021, the NDEP-BMRR approved the PoO with the issuance of draft Reclamation Permit 0415. On February 25, 2022, the NDEP-BMRR issued the final Reclamation Permit 0415. The BLM will require the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining concludes. 

Regulatory agencies that formally cooperated or participated in the preparation of the EIS included NDEP-BMRR; the United States Environmental Protection Agency (USEPA); the United States Department of the Interior Fish and Wildlife Service (USFWS); the State of Nevada Department of Wildlife (NDOW); and Humboldt County.

There are no identified issues that are expected to prevent LAC from achieving all permits and authorizations required to commence construction and operation of the Project based on the data that has been collected to date.

17.2Permitting Pre-Planning Process

To prepare for the NEPA and environmental permitting processes, LAC submitted baseline environmental data and engaged with regulatory agencies prior to submitting the PoO to the BLM and NDEP-BMRR. Beginning in January 2012, LNC (then known as Western Lithium Corp.) presented to the BLM an initial project overview and a summary of existing baseline information. Over the next several years, LAC redesigned the Project to concentrate on developing the resource at Thacker Pass. LAC made changes to the Project as a direct result of engaging with regulators and community members, evaluating environmental resources, and concluding a supplemental exploration program in the Thacker Pass Area.

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In December 2017, LAC presented the updated conceptual PoO to the BLM. In January 2018, LAC met with key permitting agencies including the BLM, USFWS, NDOW and NDEP-BMRR to provide detail on the hydrological baseline characterization, followed in June 2018 by a meeting with NDEP-BMRR and BLM to address the geochemistry baseline characterization program. On October 5, 2018, LAC formally submitted the Conceptual Mine Plan of Operations and Reclamation Permit Application to the BLM and NDEP-BMRR, proposing to explore, develop, construct, operate, reclaim, and close an open pit lithium claystone mining and lithium processing operation at Thacker Pass (LAC, 2018). LAC completed baseline data collection by December 2018 and early 2019 and submitted baseline environmental reports to the BLM.

In developing the Project, LAC engaged in meetings with BLM, NDEP-BMRR and other regulatory agencies, and received guidance from agencies on the direction of all baseline studies and ecological-resource priorities. Baseline data was collected with the oversight from BLM, NDEP, NDOW, and USFWS. LAC and its consultants prepared baseline data collection work plans (SRK 2019, Piteau 2018e), which were submitted to BLM for review and approval prior to finalizing the baseline data collection. The full content of the PoO was based on an iterative process. Technical data was derived from the engineering design process and from the environmental baseline study efforts.

LAC's Thacker Pass Project Proposed PoO was submitted to the BLM and NDEP-BMRR, on August 1, 2019 (LAC 2019a), to describe a proposed Project that would encompass approximately 4,236 hectares (10,468 acres) with an estimated disturbance footprint of approximately 2,244 hectares (5,545 acres). A new Exploration Plan of Operations was also proposed at the same time (LAC, 2019b) to perform mineral exploration in areas south and east of the Project area. The boundaries of these two Plan of Operations areas are shown on Figure 17-1. On September 6, 2019, the BLM acknowledged receipt of the Thacker Pass Project PoO, deemed the PoO technically complete, and assigned the Project BLM Case File Number NVN098596. Responding to agency comments, LAC revised the PoO and submitted the latest version on October 15, 2021. As required by the BLM, LAC's PoO includes mine and processing design information and mining methods, waste rock management plan, quality assurance plan, stormwater plan, spill prevention plan, reclamation plan, monitoring plan, and an interim management plan.

Figure 17-1 Plan of Operations and Exploration Area Permitted Boundaries

Source: LAC, 2022

To obtain necessary Federal and State permits, LAC continues to engage with regulatory agencies including USFWS, NDEP, Nevada Division of Water Resources (NDWR), NDOW, and Nevada Department of Transportation (NDOT). 

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The engagements leading up to the submission of the mine PoO provided the BLM and other agencies with an opportunity to understand the Project and prepare for the EIS process prior to BLM's issuance of a Notice of Intent (NOI) to prepare an EIS issued in January 2020.

17.3Federal, State, and Local Regulatory Permitting Requirements

A review by multiple administrative agencies is undertaken to obtain all required Federal, State, and local agency permits and approvals necessary to construct, operate and ultimately reclaim and close the proposed Project.

The following permits are explained in the sections below.

• Federal Permits (17.3.1)
  • BLM: Mine Plan of Operations for open pit mining and ore processing on public lands;
  • USFWS: Incidental Golden Eagle Take Permit.
• State Permits (17.3.2)
  • NDEP-BMRR: Reclamation Permit for reclamation of the mine and process facilities;
  • NDEP-BMRR: Water Pollution Control Permit (WPCP) for the construction, operation, and closure of the mine and process facilities to maintain surface and groundwater quality;
  • NDEP-Bureau of Air Pollution Control (BAPC): Air Quality Permit for the construction and operation of the mine and process facilities to maintain ambient air quality; and
  • NDWR: Water Right Change Applications to use groundwater for mining and milling purposes.
  • NDWR: Dam Safety Permit.
  • NDOT Encroachment Permit.
• Humboldt County Permits (17.3.3)
  • Regional Planning Department: conditional use permit allowing mining and processing;
  • Building Department: various permits to construct and inhabit structures and facilities at the Project, including building, electrical, plumbing, and mechanical permits and inspections.

17.3.1Federal Permits

17.3.1.1Bureau of Land Management

As lead Federal agency, BLM's Winnemucca District Office managed the NEPA process for the PoO with participation from cooperating Federal, State, and local agencies. BLM approval for the proposed Project was provided in accordance with the General Mining Law, which provides a statutory right to mine, and related Surface Management Regulations contained in 43 CFR 3809.

The BLM determined that LAC's proposed PoO under 43 CFR 3809 was a "major Federal action," and the agency sequentially initiated the review of the Project for compliance with NEPA. Consultations regarding historic properties and locations of Native American Religious Concern were conducted by the BLM between 2018-2021 pursuant to the National Historic Preservation Act (NHPA) and implementing regulations at 36 CFR 800 in compliance and accordance with the BLM-Nevada State Historic Preservation Office (SHPO) 2014 State Protocol Agreement. The BLM coordinates NEPA and NHPA Section 106 compliance by using the NEPA scoping process to partially fulfill NHPA public notification requirements to seek input from the public and other consulting parties on the Project and its effects on historic properties. The BLM further coordinated with the USEPA regarding environmental justice issues. BLM also consulted with USFWS, which provided an official list of Threatened and Endangered Species that could potentially occur within the Project area and served as a cooperating agency in the development of the EIS. As the state agency with jurisdiction and expertise related to wildlife, NDOW also participated as a cooperating agency in discussions regarding wildlife and special status species habitat, reclamation strategy, and other wildlife issues. Potential effects to Bald and Golden Eagles were analyzed to assist USFWS evaluation of the applicant's application for an Incidental Golden Eagle Take Permit under the Bald and Golden Eagle Protection Act (50 CFR 22) (the impacts were programmatically analyzed in the PEIS [USFWS, 2016a]). USFWS issued a Record of Decision approving the Eagle Take Permit on March 8, 2022, followed by issuance of the permit on April 8, 2022. 

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17.3.1.2Environmental Documentation Process

NEPA provided a public process for analyzing and disclosing to the public the direct and cumulative impacts to the human environment that could result from the proposed action and selected alternatives; taking a 'hard look' at impacts and assessing the level of significance for identified impact from the Project and alternatives; and proposing mitigation measures if needed to reduce the potential impact from the selected proposed action. Following the NEPA analysis and review process, a ROD was prepared to document the Federal agency's decision(s) concerning a proposed action for which the agency has prepared the EIS. The ROD states what the decision is; identifies the alternatives considered, including the environmentally preferred alternative; and discusses mitigation plans, including any enforcement and monitoring commitments. After preparing the Draft and Final EIS documents, BLM issued a Record of Decision (ROD) and Plan of Operations Approval on January 15, 2021 (BLM, 2021).

In compliance with the January 15, 2020 EIS ROD Conditions of Approval, and in compliance with State Mitigation Regulation Nevada Administrative Code (NAC) 232.400-232, on March 21, 2022, LNC fulfilled its initial compensatory mitigation obligation regarding sage-grouse, in coordination with the State of Nevada Sagebrush Ecosystem Council. LNC also completed its initial mitigation commitments under the Eagle Take Permit in April 2022.

17.3.2State Permits

NDEP-BMRR is the primary State agency regulating mining. There are three branches within BMRR: Regulation, Reclamation, and Closure. NDEP-BAPC works closely with NDEP-BMRR on mining projects and issues permits to construct facilities that emit gases or particulate matter to the atmosphere. NDWR issues an appropriation to use groundwater for mining, milling, and domestic purposes.

The State of Nevada does not have the equivalent of the Federal NEPA process requiring an impact assessment. However, most State permits and authorizations require public notice and a comment period after the completion of an administrative and technical review of the proposed facilities permit before approval. There is also a baseline characterization requirement that is accomplished using baseline data acquired during the preparation of the PoO.

17.3.2.1Water Pollution Control Permit

NDEP-BMRR Regulation Branch administers the State of Nevada WPCP application process for the mine, ore processing, and operation of the fluid management system in accordance with Nevada Administrative Code (NAC) 445A.350 through NAC 445A.447. A WPCP includes requirements for the management and monitoring of the mine and ore processing operations, including the fluid management system, to prevent the degradation of waters of the state (NAC 445A.424). The permit also includes procedures for temporary, seasonal, and tentative permanent closure of mine and ore processing operations.

On April 3, 2020, LAC submitted the Thacker Pass Project WPCP Application to the Regulation Branch. The application included an Engineering Design Report (EDR) for the Clay Tailings Filter Stack (CTFS), Waste Rock Storage Facility (WRSF), Coarse Gangue Stockpile (CGS), mine facilities, and process plant components. On October 29, 2020, May 3, 2021, and August 30, 2021, LAC received formal comments from NDEP-BMRR regarding the WPCP application. LAC addressed the comments received to date. On October 28, 2021, NDEP-BMRR issued Notice of Proposed Action, Beginning of Public Comment Period, Notice of Public Hearing, and Thacker Pass Project Draft WPCP NEV2020104. A public hearing was held on December 1, 2021, and the public comment period ended on December 8, 2021. The final WPCP (NEV2020104) was issued on February 25, 2022 and became effective March 12, 2022. The final WPCP will likely need to be modified in accordance with the most recent engineering updates and be reviewed and approved by NDEP-BMRR.

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A WPCP is valid for a duration of 5 years, provided the operator remains in compliance with the regulations. LAC would be expected to apply for permit renewals in 5-year increments during the mine life. In line with this NDEP-BMRR requirement, the BLM-issued ROD includes a stipulation requiring adaptive mitigation, including updating the groundwater model every five years to include new data. The final WPCP states that operations will not take place below the 1,475 m (4,840 ft) above mean sea level elevation, which is 4.5 m (15 ft) above the pre-mining regional water table. Prior to mining below the water table (which is not expected to take place for approximately 15 years at Phase 2 production rates), LAC would be required to submit, for NDEP review and approval, a revised WPCP application. That application would include a then-current groundwater model which evaluates the impacts and demonstrates waters of the State will not be degraded. Alignment with federal authorizations would also be sought as may be required. Based on current modeling, several approaches to long-term water management for operations below the water table have been identified. Those measures include in-pit water pumping with passive water treatment, and the creation of a hydraulic sink to control contaminants through a modified backfill plan. Other options would be studied prior to submitting an updated application, including the use of an adsorption amendment for backfill material placed below the water table.

17.3.2.2Reclamation Permit

NDEP-BMRR Reclamation Branch issues a Reclamation Permit for the Project, in accordance with NAC 519A, to reclaim and close the mine, ore processing, and related transportation facilities in the unanticipated event of a default by the operator.

The PoO submittal to the BLM and NDEP-BMRR contains the Reclamation Permit Application. The application is reviewed concurrently by both the BLM and NDEP-BMRR under a Memorandum of Understanding (MOU) between these two agencies. NDEP-BMRR has cooperatively reviewed the PoO and has accepted the Reclamation Permit Application to establish a financial guarantee for reclamation activities meeting Federal and State requirements to ensure that adequate funds are available to reclaim and close the site.

A draft RCE was developed and was included as an attachment to the WPCP application, submitted to NDEP-BMRR. The revised RCE was submitted October 15, 2021, for final approval. On October 28, 2021, NDEP-BMRR Reclamation Branch issued Notice of Intent and draft Reclamation Permit (Permit 0415) for the Thacker Pass Project. The final Reclamation Permit was issued on February 25, 2022. The Project will be bonded under LAC's existing BLM Statewide Bond, BLM Bond Number NVB001750.

17.3.2.3Air Quality Permit

NDEP-BAPC issues Air Quality Permits for the construction and operation of mine and process facilities to maintain ambient air quality. Permits are issued in accordance with NAC 445B.001 through NAC 445B.3689. NDEP-BAPC has primacy for air quality activities in Humboldt County under the Federal Clean Air Act of 1970, as amended. Based on the Project design and the analyses by Air Sciences, LAC applied for a Class II Air Quality Operating Permit from the NDEP-BAPC, which is a permit typical for facilities that emit less than 90 tonnes (100 short tons) per year for any one regulated pollutant, emit less than 23 tonnes (25 short tons) per year for total hazardous air pollutants (HAP), and emit less than 9 tonnes (10 short tons) per year of any one HAP. The Class II Air Quality Operating Permit Application was submitted to NDEP-BAPC on January 22, 2021. On October 18, 2021, NDEP-BAPC made a preliminary determination to issue a Class II Air Quality Operating for the Thacker Pass Project; Permit Number AP1479-4334. The public comment period for the proposed permit was open from October 18, 2021 through November 18, 2021. The final Class II Air Quality Operating Permit (AP1479-4334) was issued February 25, 2022. The final Class II Air Quality Operating Permit will likely need to be modified in accordance with the most recent engineering updates and approved by NDEP-BAPC.   

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The Thacker Pass Project NEPA Air Quality Impact Analysis Report (Air Sciences, 2019a) indicates the proposed Project meets the criteria to be considered a minor source for new source review, in particular:

• The facility-wide potential process emissions are less than the 227 tonnes (250 short tons) per year threshold (40 CFR 52.21) for prevention of significant deterioration (PSD) applicability for each criteria pollutant, hydrogen sulfide, and sulfuric acid mist.
• The sulfuric acid plant emissions, including fugitive emissions from the plant (NRS listed source category per 40 CFR 52.21(b)(1)(i)(a)), are less than the 90 tonnes (100 short tons) per year threshold for PSD applicability for each criteria pollutant, hydrogen sulfide, and sulfuric acid mist.

Given that the facility-wide potential process source emissions for the proposed Project are expected to be below the 90 tonne (100 short ton) per year threshold for the Title V program, the proposed Project would be considered a minor source, not subject to Title V permitting. Additionally, the facility-wide HAP emissions for the proposed Project are expected to be less than 9 tonnes (10 short tons) per year for a single HAP and less than 23 tonnes (25 short tons) per year for all HAP emissions in aggregate. Therefore, the proposed Project is considered to be an area source for National Emission Standards for Hazardous Air Pollutants applicability. 

17.3.2.4Groundwater Appropriation

Approvals to use groundwater for mining, milling, and domestic purposes are issued by NDWR, typically for the life of the mine. On April 1, 2020, LAC submitted applications to NDWR to change the point of diversion, manner of use, and place of use for Nevada Water Right Permits 68633 and 68634. These water rights would be transferred from the LAC-owned ranch east of the Project site. Additional applications to change the point of diversion, manner of use, and place of use for Nevada Water Right Permits 18494, 15605, 21059, 21060, 24617, 83819, 83820, 83821 were submitted August 11, 2020. These water rights would be transferred from a ranch east of the Project site pursuant to a purchase agreement with the nearby ranch. A total of 3,515 million liters (2,850 acre-feet) of water rights are currently proposed to be transferred to Thacker Pass. Additional water rights would need to be acquired and transferred for Phase 2 of the Project.

Two ranches, one in the Quinn River Valley and one in the King's River Valley, have protested the transfer of the water rights. LAC believes that the transfer applications comply with the State standards. A water rights hearing occurred December 1 to December 8, 2021, and the decision by the Nevada State Engineer regarding the water rights transfer is pending.

17.3.3Humboldt County Permits

The Humboldt County Regional Planning Department (HCRPD) has the responsibility to issue a conditional use permit (similar to zoning) allowing for mining and processing land use at the Project. LAC holds a conditional use permit issued by the HCRPD in 2013 for initially the Kings Valley Clay Mine (which was proposed in 2013 but never fully developed), which the HCRPD confirmed is current and valid for the Thacker Pass Project on July 8, 2021.

The County Building Department will issue various permits to construct and inhabit structures and facilities at the Project, including building, electrical, plumbing and mechanical permits and inspections.

Other Federal, State and Humboldt County agencies will issue additional permits, approvals, notices, or concurrences for various mine operations and activities in accordance with applicable Federal, State and county ordinances, guidelines, laws, and regulations. Existing permits will be regularly reviewed and assessed. Should engineering design changes be proposed, LAC will apply for and obtain appropriate permit modifications and/or amendments, as needed.

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17.4Summary Schedule for Permitting, Approvals, and Construction

The Project is being considered in two phases, lasting 40 years. LAC will utilize existing surface transportation infrastructure (highways) to service the Project. The following is a summary schedule for permitting, approvals and construction:

• Q3 2018 - Submitted Conceptual Mine Plan of Operations
• Q3 2019 - Submitted Proposed Mine Plan of Operations and Reclamation Plan Permit Application, BLM deems the document technically complete
• Q1 2020 - BLM published NOI to prepare an EIS in the Federal Register
• Q1 2021 - Final EIS and Record of Decision issued by BLM
• Q1 2022 - Issuance of final WPCP, Reclamation Permit, and Class II Air Quality Operating Permit
• Q1 2023 - Initiate early-works construction
• Q3-Q4 2023 - Initiate Plant Construction
• Q1 2026 - Commissioning process plant, initiate mining,
• Q4 2026 - Steady state production

17.5Current Permitting Status

Multiple activities have been completed or are underway to develop the required information for permitting the Project. Engagement with various permitting agencies, the local community, and the Native American communities is an ongoing process.

17.6Community Engagement

LAC has developed a Community Engagement Plan (LAC, 2022), recognizing that the support of stakeholders is important to the success of the Project. The Project was designed to reflect information collected during numerous stakeholder meetings.

A summary of community engagement activities performed to date is provided in Table 17-1.

Table 17-1Key Community Engagement Summary

Date	Event
September 30, 2009	Introduction letter to Nevada Bighorns Unlimited
September 21, 2013	Orovada Community Picnic/Project update
October 10, 2013	Update to Humboldt County Commissioners
November 2, 2015	Update to Humboldt County Commissioners
April 9, 2016	Update to Humboldt Hunt Club
May 8, 2017	Update to Trout Unlimited
June 15, 2017	Update to Fort McDermitt Paiute and Shoshone Tribal Leaders
June 15, 2017	Update to Humboldt County Commission member
July 27, 2017	Orovada Community Picnic/Project update
November 1, 2017	Update to Humboldt County Commission member
February 6, 2018	Update to Trout Unlimited
July 27, 2018	Town Hall Meeting in Winnemucca
July 27, 2018	Community gathering in Orovada
October 3, 2018	Tour of Thacker Pass site for Fort McDermitt Paiute and Shoshone Tribal leaders

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Date	Event
October 17,2018	Update to Humboldt Hunt Club
November 7, 2018	Presentation to the Coalition for Nevada Wildlife
April 24, 2019	Presentation to Winnemucca Rotary
April 27, 2019	Update to Humboldt Hunt Club
May 30, 2019	Presentation and tour of R&D Facility1 for Great Basin Resource Watch
September 4, 2019	Tour of R&D Facility for Winnemucca stakeholders
October 10, 2019	Tour of R&D Facility for Nevada Commission on Mineral Resources
November 26, 2019	Project update to Trout Unlimited
January 29, 2020	Meeting with Fort McDermitt Paiute and Shoshone Tribal leaders
January 29, 2020	Orovada Community Open House/Project update
January 30, 2020	Winnemucca Community Open House/Project update
March 11, 2020	Fort McDermitt Paiute and Shoshone Tribe Open House/Project Update/Job Fair
July 6, 2020	Update to Humboldt County Commissioners
July 20, 2020	Presentation to the Reno Rotary
August 4, 2020	Meeting with Humboldt County Commissioner
August 24, 2020	Presentation to the Nevada Legislative Energy Committee
September 17, 2020	Presentation to the Humboldt County Chamber of Commerce
Sept - Oct, 2020	BuildNV Core Construction Training Program Winnemucca session
October 20, 2020	Presentation to the Nevada Mineral Exploration Coalition
October 22, 2020	Presentation to University of Nevada, Reno Energy Policy Class
Nov - Dec, 2020	BuildNV Core Construction Training Program Fort McDermitt session
February 9, 2021	Project Update to Fort McDermitt Paiute and Shoshone Tribal Council
February 19, 2021	Meeting with Maxine Redstar, Fort McDermitt Tribal Chair
April 5, 2021	Update to Humboldt County Commissioners
April 5, 2021	McDermitt /Fort McDermitt Community Meeting/Project Update
April 6, 2021	Orovada Community Meeting/Project Update
April 14, 2021	Orovada Community Meeting/Orovada Elementary School Discussion
2021	Held multiple meetings with Thacker Passed Concerned Citizens Group, Orovada
2021	Held multiple meetings with Fort McDermitt to discuss proposed benefits
October 28, 2021	Winnemucca Futures Presentation, Winnemucca
November 17, 2021	TPCC Working Group
November 18, 2021	Meeting with Humboldt County Undersheriff and Office Manager
November 18, 2021	Meeting with Fort McDermitt Vice Chair and Council member to discuss potential community improvements
January 11, 2022	Presented to Fort McDermitt Tribal Council, discussed engagement agreement
January 27, 2022	TPCC working group: developed agenda for future workshop
February 8, 2022	Fort McDermitt Tribal Council, commission voted to establish new engagement agreement with Lithium Nevada
February 17, 2022	TPCC Working Group
March 11, 2022	LNC sponsors Cultural Monitor Training for Fort McDermitt tribal members
March 30, 2022	TPCC Working Group
April 25, 2022	TPCC Working Group- NDEP presentation
May 3, 2022	Humboldt County Chamber members luncheon- LNC Thacker Pass update

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Date	Event
June 23, 2022	Fort McDermitt Paiute Shoshone Tribe cultural committee visit to Thacker Pass to learn about cultural mitigation work
June 29, 2022	Meeting with Maxine Redstar, Fort McDermitt Tribal Chair, and Becky Crutcher, Fort McDermitt Councilman, Benefits Agreement
July 20, 2022	Lithium Americas Technical Center Grand Opening
August 11, 2022	Fort McDermitt Tribal Council approves MOA- formal engagement and consultation with LNC
October 20, 2022	Lithium Americas signs community benefits agreement with Fort McDermitt Paiute and Shoshone Tribe
October 26, 2022	Winnemucca Futures Presentation, Winnemucca
November 3, 2022	Mining into the Future, Winnemucca
1 Lithium Americas Corp. Research and Development Facility, located in Reno, Nevada. Note: This is a select list; many additional stakeholder meetings have taken place that have not been listed.

Numerous laws and regulations require the BLM to consider Native American cultural and religious concerns. These include the NHPA, the American Indian Religious Freedom Act of 1978, Executive Order 13007 (Indian Sacred Sites), Executive Order 13175 (Consultation and Coordination with Tribal Governments), the Native American Graves Protection and Repatriation Act, the ARPA, as well as NEPA and the FLPMA. Secretarial Order No. 3317, issued in December 2011, updates, expands and clarifies the Department of Interior's policy on consultation with Native American tribes. The BLM also utilizes H-8120-1 (General Procedural Guidance for Native American Consultation) and National Register Bulletin 38 (Guidelines for Evaluating and Documenting Traditional Cultural Properties). In connection with LAC's previously proposed Kings Valley Clay Mine Project (at Thacker Pass) and in coordination with the BLM, letters requesting consultation were sent to the Fort McDermitt Paiute and Shoshone Tribe and the Summit Lake Paiute Tribe on April 10, 2013. The BLM held consultation meetings with the Fort McDermitt Paiute and Shoshone Tribe on April 15, 2013 and the Summit Lake Paiute Tribe on April 20 and May 18, 2013.

As part of the Thacker Pass Project, the BLM Winnemucca District Office initiated the Native American Consultation process. Consultation regarding historic properties and locations of Native American Religious Concerns were conducted by the BLM via mail and personal correspondence in 2018 and 2019 pursuant to the NHPA and implementing regulations at 36 CFR 800 in compliance and accordance with the BLM-SHPO 2014 State Protocol Agreement. On July 29, 2020, the BLM Winnemucca District Office sent formal consultation letters to the Fort McDermitt Paiute and Shoshone Tribe, Pyramid Lake Paiute Tribe, Summit Lake Paiute Tribe, and Winnemucca Indian Colony. In late October 2020, letters were again sent by the BLM to several tribes asking for their assistance in identifying any cultural values, religious beliefs, sacred places and traditional places of Native American people which could be affected by BLM actions on public lands, and where feasible to seek opinions and agreement on measures to protect those tribal interests. As the lead federal agency, the BLM prepared the MOU for the Project and continues to facilitate all ongoing Project-related consultation.

LAC has also independently engaged with the Fort McDermitt Paiute and Shoshone Tribe between 2017 and 2020 (as described in Lithium Nevada Corp., 2020). On July 29, 2019, LAC and the Fort McDermitt Paiute and Shoshone Tribe entered into a Project engagement agreement to facilitate meaningful interaction between LAC and the Fort McDermitt Paiute and Shoshone Tribe. In February and March 2020, LAC held one-on-one meetings with tribal members to provide information about workforce development and employment opportunities and conduct job skills analysis of several tribal members.

The in-person work was discontinued during most of the COVID pandemic, but LAC continued to discuss employment opportunities with tribal members through virtual meetings and phone communication. In November 2020, LAC worked with members of the Fort McDermitt Paiute Shoshone Tribe to bring the BuildNV Core Construction Training Program to Fort McDermitt. Eleven participants successfully completed the program. In February and April 2021, LAC presented a Project update to the Fort McDermitt Tribal Council and hosted a community meeting in McDermitt to discuss and provide answers regarding the Thacker Pass Project. In August 2021 and January 2022, LAC had meetings with Tribal Council members to present a conceptual benefits package and on October 20, 2022, LAC signed a community benefits agreement with Fort McDermitt Paiute and Shoshone Tribe. In October 2021 and October 2022, LAC sponsored a Heavy Equipment Operator Training course held in Fort McDermitt in October 2021 for fourteen participants, and in October 2022 for sixteen participants who received certificates for learning to safely operate various pieces of heavy equipment. 

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17.7Environmental Baseline Studies

Since 2010, LAC has conducted an extensive baseline characterization study and data collection program for the Project. These studies initially focused on surveys within an approximate 1,497-hectare (3,700-acre) boundary of the previous Project concept, in the immediate vicinity of the pit and plant layout proposed by Western Lithium Corp. In 2018, the baseline study program was expanded to encompass over 7,527 hectares (18,600 acres). All baseline studies were substantially completed in 2018 and early 2019. Targeted geochemistry humidity cell test (HCT) laboratory testing was completed in late 2020.

The baseline study program was conducted to characterize existing environmental and social resources and support the completion of the multi- Federal and State agency permitting and approval program, and the anticipated environmental documentation process that is required under NEPA. This baseline program includes, but is not limited to, studies for the following standard resource topics:

• Vegetation;
• Wildlife;
• Special status (threatened, endangered, and candidate status) vegetation and wildlife species including those species managed under the requirements of the Federal Endangered Species Act of 1973, as amended;
• Invasive, non-native plant species, including noxious weeds;
• Soils and available growth media;
• Geology and minerals;
• Paleontology;
• Water quality and quantity including surface hydrology and groundwater hydrogeology;
• Jurisdictional wetlands and waters of the United States as required by Section 404 of the Federal Clean Water Act of 1977, as amended;
• Air quality as required by the Federal Clean Air Act of 1963, as amended;
• Cultural resources as managed under the National Historic Preservation Act of 1966, as amended, and the Archaeological Resources Protection Act of 1979;
• Environmental Justice in accordance with Executive Order 12898 - Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Providers;
• Hazardous materials and solid waste;
• Range and livestock management;
• Social and economic impacts; and
• Aesthetics, including noise and visual assessments.

The following sections summarize key baseline studies. Baseline data collection and impact studies were completed between 2018-2020.

17.7.1Climate/Weather Monitoring

In August 2011, LAC installed a weather station at the Project site to collect site-specific meteorological data to support engineering design, reclamation efforts, the air quality permitting and approval program and the NEPA documentation process. Hourly on-site weather data has been continuously collected since 2011. Data is downloaded and archived on a quarterly basis. Parameters include wind speed and direction, temperature at 2-m and 10-m, relative humidity, precipitation, barometric pressure, and solar radiation.

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17.7.2Wildlife

The Project area contains habitat for a variety of wildlife typical of the Great Basin Region. Habitat is predominantly sagebrush, intermixed with salt desert scrub and invasive grasslands and forblands. The BLM identifies areas in which the Project lies as Greater Sage-Grouse priority habitat. BLM considers Greater Sage-Grouse to be a sensitive species and has regulations to protect the species and its habitat.

Since 2008, LAC has performed (via independent biological contractors) six separate field surveys for sage grouse in Thacker Pass (Enviroscientists, 2008; Enviroscientists, 2010; JBR, 2012a; JBR, 2012b; Great Basin Ecology, 2012; Great Basin Ecology, 2013). The purpose of the surveys included assessing the quality of habitat and Greater Sage-Grouse use. The sage grouse is a game bird that BLM has identified as a special status species. Sage grouse lek sites have not been identified in the Project area but have been documented north of the Project in the Montana Mountains. Baseline studies indicated that habitat located in the Project area has been considerably modified by recent and historical wildfires and contiguous infestations of invasive annual grasses, primarily cheatgrass. The landscape is generally devoid of healthy sagebrush assemblages, with patchy occurrences of sagebrush. LAC has fulfilled initial sage grouse compensatory mitigation commitments as described in Section 17.3.1.1.

NDOW regularly monitors Greater Sage-Grouse leks and performs lek counts within the Montana Mountains, north of the proposed Project site. These data are available for use by LAC during the mine permitting and approval process and the NEPA environmental documentation process.

In March 2018, LAC hired SWCA Environmental Consultants to perform additional environmental baseline surveys in the expanded 18,686-acre Project area, for general wildlife, general vegetation, special status species, and Greater Sage-Grouse habitat surveys. Updated surveys were completed in Q3 2018 (SWCA, 2018a; SWCA, 2018b; SWCA, 2019a; SWCA, 2019b).

In February 2018, LAC hired Wildlife Resource Consultants to perform aerial presence and ground territory surveys for raptors. Surveys within a 16-km (10-mile) radius of the Project site were completed in 2018 and 2019 (WRC, 2018a, 2019). Surveys within a 3-km (2-mile) radius of the Project site were completed in 2019, 2020, 2021, and 2022 (WRC, 2019, 2020, 2021, 2022). Two active golden eagle nests were identified in 2022 (WRC, 2022) within Thacker Canyon, approximately 0.6 km (0.4 mile) from the Proposed PoO boundary. The Project operation will not directly interfere with the nest; LAC could conduct operations without a permit, potentially with some seasonal restrictions. The USFWS issued a Record of Decision approving issuance of the permit in March 2022 and then issued the final Incidental Take Permit on April 8, 2022. The Company has initiated mitigation stipulated by the permit.

Lahontan cutthroat trout (LCT), listed as threatened under the Endangered Species Act (ESA), is known to exist in portions of the Crowley Creek-Quinn River watershed. No LCT occur in Thacker Creek. No LCT were observed in the lower reaches of Pole Creek or in the lower reaches of Crowley Creek (below the confluence of Rock Creek), both which are considered intermittent and ephemeral. A 1995 U.S. Fish and Wildlife Report and subsequent summaries have not identified naturally occurring LCT or habitat in upper Pole Creek. According to NDOW, LCT habitat may occur in the upper reaches of Pole Creek, located approximately three miles north of the Project area; and in the upper reaches of Crowley Creek, above the confluence of Rock Creek, located approximately three miles northeast of the Project area.

In October 2011, and June 2012, NDOW attempted to introduce LCT in the upper reach of Pole Creek. According to NDOW, LCT was observed in upper Pole Creek in 2014, but no LCT were observed or identified in 2015. To date, stocking efforts have not demonstrated survival or habitat there. According to hydrological modeling conducting by Piteau Associates, no measurable impacts to the upper or middle Pole Creek surface flow are simulated (Piteau, 2020c). In November 2020, per regulations 50 CFR Part 402 and Section 7 of the Endangered Species Act, the BLM requested informal consultation with the USFWS regarding the Project (Consultation Code: 08NVD00-2020-SLI-0619) (BLM, 2020). The BLM also prepared a Biological Assessment and determined the Project may affect, but is not likely to adversely affect, the threatened LCT in the Thacker Pass Lithium Mine Project area (BLM, 2020). On December 4, 2020, the USFWS concurred with the BLM's determination that the Proposed Project may affect, but is not likely to adversely affect, LCT over the life of the Project (USFWS File No. 2021-I-0041) (USFWS, 2020).

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In March 2018, LAC hired Wildlife Resource Consultants to perform Spring Snail surveys in proximity to the Project. The spring snail surveys were completed in Q3 2018 (WRC, 2018). The Kings River pyrg was found to occur at 13 undeveloped springs in the larger survey area; however, it was not found to occur within the Project Boundary. The Kings River pyrg is not a BLM special status species, though it is an NDOW species of conservation priority. 

17.7.3Cultural Resources

In March 2018, LAC hired Far Western Anthropological Group to perform a Class III Cultural Resource Survey within the approximately 7,527-hectare (18,600-acre) baseline study area. The cultural resource survey was completed in Q3 2018 (McCabe, 2012; Young, 2018). The cultural resource survey has been reviewed and approved by both the BLM and SHPO.

In consultation with SHPO, the BLM determined to resolve adverse effects as to historic artifacts and other historic properties within the Project area. To specify how those effects would be resolved, the BLM created a Memorandum of Agreement (MOA) and Historic Properties Treatment Plan (HPTP). Draft copies of the MOA and HPTP were mailed to local tribes and the SHPO for review and comment in September 2020. The MOA and HPTP contain descriptions of the historic properties involved, the mitigation research design, mitigation methods, and the specific actions to be taken at each historic property. In general, mitigation for physical effects to historic properties-including both prehistoric and historic resources-would involve data recovery (e.g., excavation, publications) to learn as much as possible about the property prior to its destruction, and mitigation for visual effects to historic properties would involve interpretation for the public (e.g., research, publications, interpretive signage). The BLM edited the MOA based on comments it received. In late October 2020, letters were sent to several tribes asking for their assistance in identifying any cultural values, religious beliefs, sacred places and traditional places of Native American people which could be affected by BLM actions on public lands, and where feasible to seek opinions and agreement on measures to protect those tribal interests. The letter sent to tribes also provided a copy of the MOA final version and invited their signature as a concurring party. Tribes were again invited to submit additional comments and meet further with the BLM. The SHPO signed the MOA as a Signatory on November 5, 2020. LAC was invited to be a concurring party to the MOA, and LAC provided signature on December 2, 2020.

The MOA and HPTP serve as the comprehensive guide for the implementation of cultural resources treatment measures in response to adverse effects identified by BLM in consultation with Nevada SHPO and also through the NEPA compliance framework presented in the Project EIS. The content of the Project's HPTP, coupled with dynamic Project planning and adherence to the MOA stipulations, will mitigate direct and indirect impacts to Historic Properties during the Project's construction and future exploration activity. As the lead federal agency, the BLM generated the MOA and facilitates all on-going, Project-related consultation.

17.7.4Water Resources

Water resource studies for the Quinn River Basin and Kings River Basin were conducted through series of reconnaissance reports commissioned by the Nevada Division of Water Resources (NDWR) (Malmberg, 1966; Huxel, 1966; Visher, 1957; Zones, 1963).  Although these studies focused on water supply and availability from the alluvial basins, they provide some discussion on bedrock conditions in the Thacker Pass vicinity. 

Project scale hydrogeologic studies began in 2011 with a groundwater investigation and was conducted by Lumos and Associates which included monitoring well drilling, testing, and spring surveying (Lumos, 2011a, Lumos, 2011b). Continuous spring surveying was conducted by SRK between 2011 to 2013.  SRK visited most spring locations for at least 4 quarters (SRK, 2011a, 2011b, 2012a, 2012b, 2012c, 2012d, 2013). Seven (7) additional wells were drilled by LNC with oversight from Schlumberger Water Services in 2011, of which 5 wells have been continuously monitored to present (SWS, 2013).  An initial basin-scale groundwater model spanning Kings and Quinn River hydrographic basin was developed to identify potential groundwater quantity impacts (SWS, 2013). These investigations focused on a smaller open pit plan.

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In 2018, a supplemental investigation began, focused on characterizing conditions for the larger 2018 pit configuration at Thacker Pass. This included 4 additional monitoring wells, 9 piezometers, 2 production wells, 3 surface water gaging stations, and the resumption of seep and spring monitoring. The work is summarized in the Baseline Hydrological Data Collection Report (Piteau, 2019a). A numerical groundwater model was updated to evaluate potential water related impacts to surface and groundwater resources including the potential to generate a pit lake and pit lake geochemistry. A Fate and Transport analysis was also performed to assess the potential migration of pore water in the proposed pit backfill on the groundwater system. The results are summarized in "Thacker Pass Project Water Quantity and Quality Impacts Report Revision 1" (Piteau, 2020). In August 2021, a revised analysis was completed for a 2,850 acre-ft/yr water supply abstraction (Piteau, 2021).

A summary of the hydrogeological results is described in the following sections: groundwater setting and availability at Thacker Pass (17.7.4.1), groundwater quality across the Project (17.7.4.2), seeps and springs monitoring (17.7.4.3), surface water features adjacent to the Project (17.7.4.4) and their status as Waters of the US (17.7.4.5), water related impacts as evaluated from a numerical groundwater model (17.7.4.6), and monitoring and mitigation plans to evaluate water resources and mitigate mining related impacts during operations and post-closure (17.7.4.7).

17.7.4.1Groundwater Setting

The proposed Project site resides along a hydrographic basin divide between two designated hydrographic basins: the Kings River Valley to the west and the Quinn River Valley to the east. Water rights in both basins have been fully allocated, with perennial yields of 17,000 and 60,000 acre-feet per year, respectively.

Recharge of the Quinn River and Kings River valleys begins in the adjacent mountain blocks, which have elevations that are 5,000 feet above mean sea level (amsl). Recharge is distributed to the alluvial basin via two processes: (1) deep bedrock recharge from infiltration of direct precipitation and snowmelt in bedrock mountain blocks; and (2) runoff recharge derived from infiltration of surface water runoff as it flows from mountain blocks across alluvium material along basin margins.

Groundwater discharge from the Quinn River and Kings River valleys occurs primarily through four processes: (1) evapotranspiration through phreatophytes; (2) extraction by irrigation wells; (3) natural discharge at seeps and springs; and (4) groundwater outflow to adjacent basins. Irrigation extraction is currently the largest component of groundwater discharge.

Groundwater levels have been monitored in the vicinity of the Thacker Pass Project at a series of monitoring wells since 2011. Groundwater levels are typically 4,625 feet amsl to 5,034 feet amsl. The highest water levels were observed at monitoring well WSH-7 (approximately 5,285 feet amsl) north of the proposed open pit. The anomalously high water level is attributed to the location of the well north (upgradient) of the principal E-W fault that functions as a hydraulic flow barrier. Water levels in the western portion of the proposed Project decline to an elevation of approximately 4,625 feet amsl, observed at piezometer PZ18-05 located along the western margin of the Project site. This is approximately 20 feet higher than the headwaters of Thacker Creek. East of the proposed CTFS and open pit, water levels decline to 4,513 feet amsl, observed at monitoring well MW18-02, which serves as the down gradient monitoring point. Water level data indicated the groundwater divide is approximately 3,500 feet east of the hydrographic divide. The groundwater divide corresponds with a corridor of elevated water levels in monitoring well WSH-7 (5,285 feet amsl), monitoring well PH-1 (5,034 feet amsl), and monitoring well WSH-17 (4,861 feet amsl) which are compartmentalized by minor faults that act as flow barriers (Piteau 2018a; Piteau 2019a; Piteau 2020).

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Water bearing rock units adjacent to the open pit consist of claystone, interbedded claystone / ash, volcanic tuff, and lava flows.  Claystone / ash bedrock units are the most transmissive bedrock units, although still considered low permeability materials, owing to the greater abundance of interbedded ash layers. The presence of interbedded ash functions as a secondary permeability pathway to transmit groundwater flow because they interconnect transmissive beds of ash in a broader fabric of claystone at the mesoscopic scale.  The presence of faults, even with minor offset, can impede groundwater flow through i) truncating ash beds against low permeability claystone and ii) the intrinsically low permeability materials themselves.  The other bedrock units of volcanic tuff and lava flows possess crystalline rock matrices with very little intrinsic permeability. Hydrologic testing confirmed the low permeability character of bedrock materials and indicated that faults were barriers perpendicular to flow.  The bedrock and structural compartmentalization surrounding the open pit is not conducive to sustain high volumes of flow. 

Water supply potential from the mine site is expected to be minimal. Therefore, the Project water supply targeted the more transmissive alluvium sediments in Quinn River Valley.  A water supply well (Quinn River Production Well) was drilled and tested in 2018.  The well was step tested at 1,500 gpm, 2,000 gpm, 2,593 gpm, and 3,473 gpm for 30-minute intervals which yielded drawdowns of 13 ft, 19 ft, 25.6 ft, and 36.5 ft respectively.  A 72-hour constant rate pumping test was conducted on the well at a rate of 2516 gpm, which yielded a maximum drawdown of approximately 29 ft in the Quinn River Production Well.

17.7.4.2Groundwater Quality

Groundwater major ion chemistry ranges from calcium/sodium bicarbonate to calcium/sodium - sulfate types, possessing nearly equal components of calcium and sodium cations. Major ion chemistry of seeps and springs is similar to that of monitoring wells with slightly higher calcium composition.  The similarity between major ion chemistry of groundwater and perennial seeps and springs can be attributed to the seeps and springs being locations where groundwater discharges at ground surface, and the groundwater expressed at seeps and springs having relatively short flow paths and residence times.

Groundwater in the Project area has naturally elevated background concentrations of several constituents (arsenic, fluoride, iron, manganese) that exceed Nevada Reference Values (NRVs). Profile I standards set forth Nevada's reference values for drinking water. A summary of groundwater Profile I exceedances in the existing groundwater is presented in Table 17-2. Detailed groundwater chemistry and groundwater quality information can be found in the Water Quantity and Quality Impacts Report (Piteau, 2019a).

Table 17-2Summary of Background Groundwater Profile 1 Exceedances

Constituent	Wells (82 total samples)
	No. Exceedance Samples	Percentage (%)	Key Wells
Aluminum	5	6	WSH-04
Antimony	5	6	PH-1, WSH-13, WSH-14
Arsenic	61	66	Most Wells
Fluoride	26	35	WSH-Series Wells
Iron	5	5	PH-1, MW18-04
Manganese	1	1	-

17.7.4.3Seeps and Springs

Spring and seep monitoring began in 2011 and continued through 2019. Surveying followed BLM guidelines, consisting of measuring a location, flow rate, field parameters, and water chemistry. In addition, photographs, a summary of riparian vegetation, and a site description were documented. In 2018 the spring and seep sampling program was expanded from historical surveys to include 52 spring and seep sampling locations. (Lumos, 2011b, SRK, 2011a, 2011b, 2012a, 2012b, 2012c, 2012d, 2013, Piteau, 2018b; Piteau, 2018c; Piteau, 2018d; Piteau, 2018e, Piteau, 2019b).

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Spring surveying identified 21 perennial springs, including those in the Thacker Creek spring system. A subset of 17 perennial and ephemeral springs have been selected by regulatory agencies for continued quarterly monitoring throughout mine operations. Spring monitoring for this subset started in 2021.

17.7.4.4Surface Water

Lands within the proposed Project area primarily drain eastward in the direction of the Quinn River Valley. A small portion of the proposed mine pit area and the West Waste Rock Storage Facility are in the Kings Valley hydrographic basin and thus drains west in the direction of Thacker Creek and subsequently to the Kings River Valley.

Perennial and intermittent surface water creeks located near the Project area include Thacker Creek, Pole Creek, Rock Creek, and Crowley Creek. Thacker Creek is a perennial stream fed by springs. It is the stream nearest the proposed Project area. Pole Creek and Rock Creek are intermittent streams whose headwaters are in the Montana Mountains. These streams ultimately discharge to Crowley Creek when flow is present. Pole Creek has discontinuous flow with reaches that are perennial and seasonally dry (intermittent) during portions of the year. The lower reach of Crowley Creek, below the confluence with Rock Creek, is intermittent, experiencing dry conditions during summer months, while the upper reach is perennial.

In April 2018, surface water monitoring stations were established in Crowley Creek, Upper Thacker Creek, and Lower Thacker Creek to assess baseline flow conditions, evapotranspiration (ET) consumption, and to monitor stream responses to storm events. Key findings from one year of stream flow monitoring include the following:

• Discharge varies seasonally in Crowley Creek, peaking in March to April (>8,000 gallons per minute) and tapering off during summer months. Dry conditions were observed at the monitoring station from July through November 2018, corresponding to peak ET consumption.
• Flow in Upper Thacker Creek peaked in spring months (220 gallons per minute (gpm)) and tapered off during summer months (less than 5 gpm). Flow in upper Thacker Creek is perennial due to groundwater baseflow, which gains as the creek flows downstream.
• Flow at Lower Thacker Creek is also perennial, with smaller seasonal variation than observed at the Upper Thacker monitoring station. Springtime flows are approximately 270 gpm to 330 gpm during March and April with baseflow rates estimated to be 234 gpm.

More details are available in Thacker Pass Project Baseline Hydrological Data Collection Report (Piteau, 2019a).

17.7.4.5Waters of the US

Redhorse Corporation performed a formal Waters of the U.S. Delineation (including wetlands delineation) within the revised 18,686-acre Project area (Redhorse, 2018). On February 8, 2019, the U.S. Army Corps of Engineers (ACOE) Sacramento District concurred with the findings of the 2018 Redhorse Corporation delineation report (ACOE, 2019). Specifically, the ACOE determined that aquatic resources within the survey area are isolated and have no apparent interstate or foreign commerce connection. Hence, they are not designated as Waters of the United States and are not within the jurisdiction of the ACOE (SPK-2011-01263).

17.7.4.6Water Balance

A groundwater flow model was developed in MODFLOW-USG (USG) finite difference numerical code and simulates saturated/unsaturated groundwater flow in bedrock and alluvial hydrostratigraphic units. The model domain is centered on Thacker Pass and extends into portions of the alluvial basins in Kings River and Quinn River. The groundwater model was calibrated to water level measurements, pumping tests, groundwater discharge measurements from springs and surface water flow, and water balance estimates for the Quinn River and Kings River basins. Model predictive runs were designed to estimate the potential for water quantity impacts within the study area that would result from the proposed Project.

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A forward-looking water quantity impacts analysis was performed based on pumping 2,850 acre-feet annually (for Phase I) and 5,700 acre-feet annually (for Phase 2) from the Quinn River Production Well, east of the proposed Project site (Piteau, 2020). Water level drawdown was simulated during mining and for a period of 300 years after mining. Two 10-foot isopleth drawdowns are present corresponding to pumping from Quinn River Valley and mining at Thacker Pass. A 10-foot drawdown contour was used as the point of reliable impacts prediction.

Considering proposed Phase 2 operations, the 10-foot drawdown isopleths related to Project mining is limited to an approximately 2.5-mile radius centered on the South sub-pit, where dewatering is predicted to be greatest. The end of mining drawdown isopleth does not extend to the Thacker Creek spring system, or to the upper reaches of Pole Creek or upper Crowley Creek where Lahontan Cutthroat Trout habitat has been mapped. At the higher Phase 2 production rates, drawdown in the Thacker Pass area extends into the southern portion of the Montana Mountains, potentially affecting several springs and man-made impoundments. Surface water flows are predicted to be minimally impacted, with any changes in groundwater discharge being less than the measurement error. Since the bedrock water table at Thacker Pass is not expected to be impacted until later in the mine life, LAC currently has not sought a water right associated with pit-dewatering but would need to consider such an authorization in advance of pit dewatering below the bedrock water table.

To evaluate the effects of groundwater extraction for water supply from the Quinn River Valley alluvial aquifer, extraction at a rate of 2,850 acre-feet per year (Phase 1) and 5,700 acre-feet per year (Phase 2) were simulated and groundwater elevations in the alluvial aquifer were predicted. The Phase 1 simulations show a 10-foot drawdown isopleth centered at the Quinn River Production Well, reaching approximately 1.25 miles from the extraction well at the maximum extent. One stock watering well is located within this modeled contour but is expected to be capable of continued operation because it maintains over 60 ft of saturated well screen. A sub-irrigated field outside the 10-ft drawdown isopleth is supported by surface water infiltration but will nevertheless be monitored for effects from ground water extraction, which may affect groundwater gradients. The expected 10-foot drawdown in Quinn River Valley at the conclusion of proposed Phase 2 operations is predicted to expand beyond the Phase 1 drawdown isopleth in Quinn River Valley but does not intersect any additional stock water wells. 

17.7.4.7Monitoring and Mitigation Plan

A mitigation plan was prepared as part of BLM approved operations which addresses possible conflicts with regards to adjacent water rights and stakeholders. The mitigation plan incorporates monitoring and provides mitigation for stock water supply and feed.

Under direction from the ROD, LAC will monitor groundwater sources and will maintain water quality and quantity for wildlife, livestock, and human consumption to the State of Nevada standards. LAC will regularly monitor groundwater levels in designated wells as part of the mine's Water Pollution Control Permit (WPCP) and LAC's own proposed monitoring and mitigation plan. LAC will routinely update the groundwater model using the collected monitoring data as part of the WPCP requirement. The BLM recommends continued monitoring in conjunction with the mine's WPCP, and may require additional monitoring of seeps, springs, and non-mining wells outside the groundwater model boundary, if necessary. If monitoring finds that the Project results in drawdown to seeps and springs within the Project boundary, the BLM will require LAC to develop alternative sources for wildlife and livestock use.

As data are collected from the field, LAC will update the groundwater model with firsthand information on a schedule not to exceed five (5) years from the previous modelling. If such updated models continue to support the assumption that the backfilled pits would exhibit flow-through at low rates with some quality degradation, LAC will adopt appropriate mitigation early, prior to mining below the bedrock water table, to minimize or eliminate the risk of groundwater impairment through strategies determined with BLM and NDEP concurrence.

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LAC will monitor the proposed activity to identify or prevent impacts according to the operating plans and permits submitted with the Mine Plan of Operations and the WPCP.

17.7.4.8Geochemical Characterization

The Project will generate waste rock, coarse gangue, and mineral clay tailings material from the beneficiation of ore. BLM Instruction Memorandum NV-2013-046, Nevada Bureau of Land Management Rock Characterization Resources and Water Analysis Guidance for Mining Activities (BLM, September 19, 2013) outlines the rock and water resources data information that needs to be collected under 43 CFR 3809.401(b)(2) and 3809.401(c)(1) for mine PoO. Additional guidance on mine waste characterization was issued by the NDEP-BMRR on March 22, 2019, pursuant to the WPCP program and associated NAC 445A regulations. LAC's investigation of the potential for development of Acid Rock Drainage and Metal Leaching (ARDML) from waste rock, ore, gangue, and tailings associated with the proposed Project was pursued in accordance with these guidelines.

Since 2011, SRK Consulting (U.S.), Inc. ('SRK') has been engaged to characterize baseline geochemical conditions prior to the start of proposed mining operations. Geochemical testing of mine waste materials provides a basis for assessment of the potential for ARDML, prediction of contact water quality (i.e., surface water and groundwater that contacts waste rock, ore, gangue, pit walls, or tailings), and evaluation of options for design, construction, and closure of the mine facilities. The results of the geochemistry testing performed to date is summarized in the Baseline Geochemical Characterization Report for the Thacker Pass Project (SRK, 2020a). The study describes the composition of waste rock, ore, gangue and tailings and potential impacts of material weathering in the Project study area.

The characterization study performed by SRK involved the collection and analysis of a combined total of 285 samples representative of waste rock, ore, gangue, and tailings for static geochemical testing with 20 representative samples submitted for kinetic testing. The results demonstrate that the waste rock, ore, and gangue will be net neutralizing with a low potential for acid generation and metal leaching. Although the excess of neutralizing capacity means that net acid conditions are unlikely to develop, there is still a potential for the ore and waste to leach some constituents of concern under neutral to alkaline conditions, in particular antimony and arsenic.

As with the waste rock and ore, the gangue material is also net neutralizing and has a potential to leach antimony and arsenic under neutral to alkaline conditions. There are differences in some of the constituent concentrations for the gangue material compared to the ore feed material, including increased concentrations of aluminum, arsenic, antimony, iron, and manganese. This is presumably a result of the breakdown of mineral grains during the wet attrition process and the enrichment of these constituents in the coarse gangue fraction. Conversely, calcium, chloride, sodium, sulfate, and total dissolved solids (TDS) concentrations are lower in the coarse gangue material compared to the ore feed material, indicating these constituents are rinsed from the ore material during the attrition process.

The current results for the tailings material indicate that the clay tailings do not contain appreciable sulfide sulfur and are unlikely to generate acid from the oxidation of sulfides. In Meteoric Water Mobility Procedure (MWMP) testing, certain constituents were leached under low pH conditions at concentrations above Profile I NRVs. These results can be attributed to the presence of residual sulfuric acid from the leaching process that is flushed from the material during the MWMP. The tailings facility will be constructed as a zero-discharge facility. Tailings material will be stored on lined containment and covered with waste rock/growth media at closure; therefore, no degradation to groundwater is expected.

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17.7.5Air Quality

Air Sciences has prepared an air quality impact analysis report and greenhouse gas emissions and downstream emissions reduction report based on the PoO final process design (Air Sciences, 2019a; Air Sciences, 2019b). The air quality analysis quantified and evaluated the impacts on ambient air quality resulting from the Project. The modeled maximum concentrations and the estimated total ambient concentrations (modeled concentrations plus background concentrations) were compared with the applicable National Ambient Air Quality Standards (NAAQS). In addition, the estimated total ambient concentrations for the Project were also compared with the corresponding NAAQS and Nevada Ambient Air Quality Standards (NvAAQS). The modeling performed determined the estimated maximum total ambient concentrations for all the pollutants and averaging periods are below the applicable NAAQS and NvAAQS. Additionally, Air Sciences completed an odor analysis (Air Sciences, 2020) for the proposed Project based on results from air dispersion modeling completed for the quality impact analysis report (Air Sciences, 2019a). Sulfur dioxide (SO₂) and hydrogen sulfide (H₂S) emissions were analyzed for their potential to produce odors outside of the proposed Project boundary. Modeling results show that both SO₂ and H₂S concentrations are below their odor thresholds outside of the proposed Project boundary and no detectable odor from the Project is expected.

17.8Waste Rock, Gangue, and Tailings Facility Management

The management and site monitoring of waste rock, coarse gangue, and tailings storage facilities, during operations and closure are key issues for any mine and ore processing operation located in the State of Nevada. BLM requires that mining and processing operations on public lands prevent unnecessary or undue degradation of the land. State requirements mandate that mine, ore processing, and fluid management system operations do not degrade waters of the State.

17.8.1Waste Rock and Gangue Storage and Management

Waste rock from the open pit will be used as fill for Project infrastructure, managed through the construction of a surface WRSF, and backfilled in the pit. Coarse gangue will be stored in the CGS facility or backfilled in the pit. The footprints of both the West and (if necessary) East WRSF will be lined with 0.3 m (1 ft) of compacted low hydraulic conductivity soil layer (LHCSL) overlain by a LHCSL cover layer. An underdrain collection system is designed in the major natural drainages to promote drainage to a single-lined sediment pond. Runoff collected in the pond will be pumped for use in the process circuit.

The footprint of the ROM Stockpile will have a 0.3 m (1 ft) thick compacted LHCSL base layer overlain by 0.6 m (2 ft) of overliner which the ore material will be stacked on. The footprint of the coarse gangue stockpile will be lined with 0.3 m (1 ft) of compacted LHCSL overlain by a LHCSL cover layer. An underdrain collection system is designed in the major natural drainages to promote drainage to a single-lined sediment pond. Runoff collected in the pond will be pumped for use in the process circuit. 

A detailed Waste Rock and Gangue Management Plan has been prepared for the Project (SRK, 2021).

17.8.2Tailings Storage and Management

Lithium processing will produce tailings composed of neutralized filter cake (mostly residual clay, gypsum, and iron and aluminum hydroxide precipitates), magnesium sulfate salt, and sodium/potassium sulfate salts. These products are collectively referred to as clay tailings. The clay tailings will be placed in a CTFS, which will be a geomembrane-lined zero-discharge storage facility, located east of the process plant. Two conveyors will be used to transport the tailings material from the process plant to the CTFS. The first conveyor will transport the clay material and the neutralized filter cake. The second conveyor will transport the magnesium sulfate salt and the sodium/potassium sulfate salts. The area below the conveyors will be lined with 2-mm (80-mil) high density polyethylene (HDPE) geomembrane for secondary containment. From the temporary stockpiles at the conveyor endpoints, material will be transported with mechanical equipment, placed in lifts and scarified to increase the surface area of material that is exposed to sun and wind to accelerate the drying process. Once the target moisture range is achieved, the tailings will be compacted. Tailings material will be stored on lined containment and covered with waste rock/growth media at closure.

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17.8.3Stormwater Management

Stormwater infrastructure at the Project is designed to protect water quality and mitigate erosion potential onsite. Stormwater events will be managed per State design standards. A Stormwater Pollution Prevention Plan was submitted with the PoO as well as the WPCP application. Upon closure, all facilities will have a soil cover placed on top and be vegetated to reduce infiltration and erosion potential. Stormwater management at the Thacker Pass Mine site is described in the following Sections.

17.8.3.1Waste Rock Storage Facility

The WRSFs will be lined with one-foot of compacted LHCSL overlain by a 0.6 m (2 ft) thick cover layer designed to promote drainage to single-lined sediment ponds. The ponds are sized to hold the 100-year, 24-hour storm event. Runoff collected in the ponds will be pumped for use into the process circuit.

17.8.3.2Mine Facilities

Stormwater management for the Mine Facility will include channels designed to convey the 100-year, 24-hour design storm. LAC will construct unlined sediment ponds to improve water quality of runoff coming from the Mine Facilities Area. Diversion channels and berms will be constructed to capture run-off from the area and direct the flow to sediment ponds to allow sediments to settle. At a minimum, unlined ponds in the Mine Facilities area will be sized to contain a 2-year, 24-hour storm event. The geomembrane lined pond (Mine Facilities Pond 2) will be sized to contain a 100-year, 24-hour storm event. Water will be pumped to the process circuit from the lined pond or released to natural drainage for the unlined ponds.

17.8.3.3ROM Stockpile, Attrition Scrubbing

Stormwater management for the facility will include channels designed to convey the 100-year, 24-hour design storm. The ROM stockpile will have a 0.3 m (1 ft) thick compacted LHCSL overlain by 0.6 m (2 ft) of overliner which the ore material will be stacked on. Runoff from the ROM stockpile and the Attrition Scrubbing Area will drain to a single-lined pond (Mine Facilities Pond 2). The pond will be sized to hold a 100-year, 24-hour storm event plus sediment storage. Water from this pond will be pumped for use in the process circuit.

17.8.3.4Coarse Gangue Stockpile

The CGS will be lined with one foot of compacted LHCSL overlain by cover material to prevent the LHCSL from drying out or cracking. Runoff from the CGS will drain into a single-lined sediment pond. The CGS pond will be sized to hold a 100-year, 24-hour storm event, plus sediment storage. Runoff collected in the pond will be pumped for use into the process circuit. The road around the CGS serves as a stormwater diversion berm and is designed to convey the 100-year, 24-hour storm flows. Riprap will be used in areas of concentrated inflows and outflows for erosion control.

17.8.3.5Clay Tailings Filter Stack

Diversion channels sized to convey the 100-year, 24-hour storm will be constructed to manage non-contact stormwater around the perimeter of the CTFS. Most of the stormwater runoff will be intercepted by the West CTFS diversion channel where it will be directed to natural drainage to the south. The remaining stormwater will be intercepted and routed along the east side of the CTFS.

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Stormwater runoff within the CTFS will be collected and will report to one or more of the double-lined Reclaim Ponds. Water collected in the ponds will not be discharged as part of the stormwater management. Water in the Reclaim Ponds will be pumped to the Process Plant to be used as make-up water for processing operations or will evaporate. The Reclaim Ponds are also designed to hold runoff from the 100-year, 24-hour storm plus operating inventory, sediment storage and three feet of freeboard.

17.8.3.6Process Plant

Stormwater runoff around the Process Plant Area will be conveyed using channels or pipes or will be diverted using a series of berms or other BMP's. Diverted stormwater which contains just runoff from disturbed areas will be directed to either a sediment pond(s) or the CTFS West Diversion Channel. For stormwater runoff that is considered to be contact water, it will be captured and routed to the HDPE lined Plant Event Pond where it can be stored until it can be treated or reintroduced back into the plant system. The haul road to the north of the Process Plant diverts most of stormwater runoff from undisturbed areas upstream to natural drainages around the site. Rip rap will be placed in areas with concentrated flows and scour velocities to prevent erosion.

Tanks and buildings in the Process Plant with solutions that can degrade the waters of the State will have secondary containment structures that are sized for 110 percent of the largest tank or vessel in the area plus precipitation from a 100-year, 24-hour storm event, if applicable.

Two conveyor crossings from the process plant to the CTFS will have secondary containment where required in the form of conveyor pans beneath the conveyor systems and/or the 2 mm (80-mil) HDPE liner within the CTFS draining to a contained area.

17.8.4Post-Closure Monitoring

The primary goal of conducting post-mining monitoring will be to demonstrate that the Project site does not degrade groundwater and surface water in the Project area. Consequently, groundwater, surface water and erosion and revegetation monitoring will continue for at least five years after cessation of mining, processing, and closure operations.

17.8.5Site Monitoring

All Federal, State, and County agencies will require monitoring of the mine, ore processing operations, and the fluid management system to ensure compliance with the Project permits. BLM monitoring requirements were issued as part of the ROD under its Surface Management Regulations contained in 43 CFR 3809. NDEP-BMRR monitoring requirements are included in the WPCP issued for the Project in accordance with the regulations contained in NAC 445A.350 through NAC 445A.447.

17.9Social or Community Impacts

During operations, it is expected that most employees will be sourced from the surrounding area, which already has established social and community infrastructure including housing, retail and commercial facilities such as stores and restaurants; and public service infrastructure including schools, medical and public safety departments and fire and police/sheriff departments.

Based on the projected mine life, the number of potential hourly and salaried positions, and the projected salary ranges, Project operations would have a long-term positive impact to direct, indirect, and induced local and regional economics. Phase 2 full production will require approximately 500 direct employees to support the Project, with the average annual salary estimated at $90,000. An additional and positive economic benefit would be the creation of short-term positions for construction activities. It is estimated that approximately 1,000 temporary construction jobs will be created. Additional jobs will be created through ancillary and support services, such as transportation, maintenance, and supplies.

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The economic study titled: Social, Economic and Fiscal Impact for New Lithium Operations in Humboldt County, Nevada; prepared by the University of Nevada, Reno; University Center for Economic Development (Borden & Harris, 2019), showed that both lithium mine and processing plant operations have positive economic and fiscal contributions to Humboldt County and the State of Nevada through increased economic activity, employment, household incomes and tax receipts.

The Fort McDermitt Tribe is located approximately 56 km (35 miles) from the Thacker Pass Project site. LAC and the Tribe have devoted more than 20 meetings to focus on an agreement to solidify engagement and improvements at the Fort McDermitt community. A community benefits agreement was signed by LAC and the Fort McDermitt Paiute and Shoshone tribe in October 2022. The benefits agreement will provide infrastructure development, training and employment opportunities, support for cultural education and preservation, and synergistic business and contracting opportunities. Over the past three years, LAC has organized several training events for Tribe members, including basic construction skills, heavy equipment operator training and specialized cultural monitor training for archeological work. In addition, when LAC begins construction of the Project, LAC has committed to construct a community center that includes a daycare, preschool, cultural facility and playground, as well as a separate greenhouse to provide food crops and revenue from seeds/seedlings for reclamation projects.

For nearly two years, LAC has met regularly with the community of Orovada, which is 19 km (12 miles) from the Thacker Pass Project site and is the closest community to the Project. The purpose of the meetings was to identify community concerns and explore ways to address them. The meetings began informally and were open to the entire community. Eventually, the community formed a committee to work with LAC. A facilitator was hired to manage a process that focused on priority concerns and resolution. The committee and LAC have addressed issues such as the local K-8 school and determined that a new school should be built in Orovada. The community has agreed to a new location and LAC has worked with the BLM to secure the site for the Humboldt County School District. LAC has also completed a preliminary design for the school and is moving forward with detailed engineering and construction planning.

The Orovada committee has also addressed issues identified as being of the highest priority to the community, including improvements to local roads (LAC is rebuilding the intersection of U.S. 95 and S.R. 293), air quality monitoring (a monitor will likely be installed at the new K-8 school), and water monitoring (the committee decided that independent monitoring is not necessary).

17.10Mine Reclamation and Closure

Reclamation and closure of the mine, ore processing, and transportation operations will be completed in accordance with the approved PoO and Reclamation Plan, and the Tentative Plan for Permanent Closure as approved by NDEP-BMRR. On October 28, 2021, NDEP-BMRR Reclamation Branch issued Notice of Intent and draft Reclamation Permit (Permit 0415) for the Thacker Pass Project. The final Reclamation Permit was issued on February 25, 2022. The Project will be bonded under LAC's existing BLM Statewide Bond, BLM Bond Number NVB001750.

Reclamation and closure plans are required to be updated on a regular basis, in consultation with BLM and NDEP-BMRR, to ensure compliance with the following requirements:

• The latest Federal and State regulatory requirements for reclamation and closure as contained in 43 CFR 3809; NAC 519A; and NAC 445A.350 through NAC 445A.447;
• The latest and appropriate reclamation and closure technologies and procedures; and
• Ensuring that the posted reclamation bond remains sufficient to reclaim and close the mine site and fund post closure monitoring activities.

The post-mining land use requirements will require the establishment of a sagebrush vegetation community to restore the area to the pre-mining land uses of wildlife habitat, livestock grazing, and dispersed recreation.

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Project facilities will be reclaimed using standard reclamation techniques and procedures as summarized in the following list:

• During construction activities, suitable and available growth media material will be stripped from sites scheduled for surface disturbance and stockpiled for future reclamation activities.
• LAC will conduct concurrent reclamation of sites no longer required for mine and ore processing operation activities.
• Buildings and other structural facilities including power lines and substations will be dismantled and removed off site to appropriate storage or disposal facilities.
• Process plant components will be removed off site and transported to approved storage or disposal facilities.
• Concrete foundations will be broken up and buried on site or removed off site to an approved disposal area.
• The CTFS reclaim pond will either be reclaimed or converted into an ET-Cell. If the CTFS pond is reclaimed, it will be reclaimed by removing any evaporated solids (if present) and disposing as determined by characterization results. The pond will be backfilled to a sufficient elevation above the original ground surface, then graded to promote drainage and revegetated with an approved reclamation seed mix. If the reclaim pond is converted to an ET-Cell, the evaporation zone will evaporate water during periods of the year that evaporation exceed precipitation and an underlying storage zone will store water when the inflow exceeds the evaporative loss rate. The storage zone will consist of a sand-and-gravel material, possibly coarse gangue, and the evaporation zone will consist of a 0.3 m (1 ft) thick layer of growth media.
• The CTFS slopes will be capped with granular cover material and overlain by stockpiled growth media and revegetated with an approved reclamation seed mix.
• The WRSF slopes will be graded as needed, capped with stockpiled growth media, and revegetated with the approved reclamation seed mix.
• The open pit will be left in a substantially backfilled configuration. The final internal backfilled pit slopes will be designed for long-term stability.
• Roads not needed for long term monitoring access will be regraded and revegetated using the approved reclamation seed mix.
• A portion of the surface water diversion ditches will be constructed as permanent features and will remain in place to divert surface water flows around the reclaimed mine site area. In accordance with NAC445A, permanent stormwater diversions will be designed and constructed to contain the 500-year, 24-hour design storm event.

BLM and NDEP-BMRR have initiated a long-term trust fund program for mining properties as part of the Federal and State permitting program to provide for the funding of long-term water management and related compliance obligations for site maintenance and monitoring activities following the completion of final reclamation and closure activities. If determined to be applicable, the financial method for securing and placement of the trust fund, the trust fund cost and the fund's duration are determined based on the characteristics of the Project. Consultation with BLM and NDEP-BMRR during the permitting and renewal processes would determine the necessity of a long-term trust fund program. Due to the environmental setting and proposed water management approach for the Project, it is not certain a long-term trust fund will be required. Estimated reclamation costs are discussed as part of sustaining capital costs in Section 18.2.

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Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

18Capital and Operating Costs

18.1Capital Cost Estimate

18.1.1Summary

The capital cost estimate for the Thacker Pass Project has been prepared by M3, ITAC and LAC to include capital cost estimating data developed by M3, ITAC, EXP, Sawtooth, EDG, LAC and third-party contractors in accordance with the scope of the Project. The capital cost estimate covers post-sanction early works, mine development, mining, the process plant, the transload facility, commissioning and all associated infrastructure required to allow for successful construction and operations.

Process and infrastructure capital costs are based on Q1-Q3 2022 pricing. Mine capital estimates are based on Q2 2022 pricing. Sulfuric Acid Plant and power plant equipment pricing is based on Q2 2021 pricing and were not escalated to 2022 pricing. The estimate has been prepared to a target accuracy of ±15% as per Association for the Advancement of Cost Engineering (AACE) International's Class 3 estimate. Closure costs were estimated to a scoping level by NewFields.  Note that the tables in this section were rounded to a limited number of significant figures and therefore some summation errors may be present.

The cost estimates presented in this section pertain to three categories of capital costs:

• Phase 1 and Phase 2 Development capital costs
• Phase 1 and Phase 2 Sustaining capital costs
• Closure capital costs

Development capital costs include the engineering, procurement, and construction management (EPCM) estimate as well as the LAC estimate for the LAC scope costs. Sustaining capital costs for the Thacker Pass Project have been estimated and are primarily for continued development of the clay tailings filter stack and coarse gangue stockpile, mining activities, sulfuric acid plant, and plant and infrastructure sustaining capital expenditures.

Development capital costs commence with detailed engineering and site early works following Project sanction by the owner and continue to mechanical completion and commissioning. Mining pre-production costs have been capitalized and are included under development capital. The capital costs for years after commencement of production are carried as sustaining capital. Pre-sanction costs from completion of this TRS to Project sanction, including environmental impact assessments, permit approvals and other property costs are excluded from this report and these costs are not included in the development capital.

Direct costs include the costs of all equipment and materials and the associated contractors required to perform installation and construction. The contractor indirects are included in the direct cost estimate as a percent of direct labor cost. EPCM / Project indirects were detailed out in a resource plan to account for all identified costs, then budgeted as a percent of construction and equipment to be distributed through the process areas. In general, these costs include:

• Installation contractor's mobilization, camp, bussing, meals, and temporary facilities & power
• EPCM
• Commissioning and Vendors
• Contingency

Contract mining capital repayment includes the 60-month financed repayment of the miner's mobile equipment assets acquired prior to the start of operation. 

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for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 18-1 summarizes the development capital cost estimate developed for the Project.

Table 18-1Development Capital Cost Estimate Summary

Description	Ph1 Costs (US$ M)	Ph2 Costs (US$ M)	Responsible
Mine
Equipment Capital (Contract Mining)	0	0	Sawtooth
Mine Development	51.1	26.3	Sawtooth
Contingency (13.1%)	6.7	3.4	Sawtooth/EDG
Total Mine	57.8	29.7
Process Plant and Infrastructure
Costs (Directs & Indirects)	1735.4	1398.5	M3/ITAC
Contingency (13.1%)	227.3	183.2	M3/ITAC/EDG
Total Process Plant and Infrastructure	1962.7	1581.7
Offsite - Transload Facility
Costs (Directs & Indirects)	69.0	27.1	Owner/Savage
Contingency (13.1%)	9.0	3.5	Owner/EDG
Total Offsite - Transload Facility	78.1	30.6
Owner's Costs
Costs	149.8	75.6	Owner
Contingency (13.1%)	19.6	9.9	Owner/EDG
Total Owner's Costs	169.4	85.5
TOTAL DEVELOPMENT CAPITAL	2,268.0	1727.5

Due to rounding, some totals may not correspond with the sum of the separate figures.

Sustaining Capital costs for the base case totaling US$1,510.2 million have been estimated over the Life of Mine (LOM), as outlined in Table 18-2. Table 18-4 shows the sustaining capital for the first 25 years of the 40-year life of mine.

Table 18-2Sustaining Capital Estimate Summary (40-Year LOM - Base Case)

Description	*LOM Costs (US$ M)	Responsible
Mine
Equipment Capital	264.3	Sawtooth/M3
Mobile Equipment
Equipment Capital	26.6	Owner
Process Plant and Infrastructure
Process Plant	822.9	Owner
Sulfuric Acid Plant	244.2	EXP
CTFS and CGS	149.0	Owner
Offsite Transload Facility
Transload Facility	3.4	Owner
TOTAL SUSTAINING CAPITAL	1,510.2
Contract Mining Capital Repayment	48.8	Owner
* Phase 2 capital costs are not included in sustaining costs

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for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 18-3First 25 Years of 40-Year LOM Sustaining Capital Estimate Summary

Description	*LOM Costs (US$ M)	Responsible
Mine
Equipment Capital	180.06	Sawtooth/M3
Mobile Equipment
Equipment Capital	15.16	Owner
Process Plant and Infrastructure
Process Plant	230.67	Owner
Sulfuric Acid Plant	104.83	EXP
CTFS and CGS	95.57	Owner
Offsite Transload Facility
Transload Facility	2.12	Owner
TOTAL SUSTAINING CAPITAL	628.40
Contract Mining Capital Repayment	48.8	Sawtooth/M3

 * Phase 2 capital costs are not included in sustaining costs

The yearly summarized spend schedule, including sustaining and closure capital, is provided in Table 18-4.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 18-4Capital Cost Spend Schedule

Operation Year	-3	-2	-1	1	2	3	4	5	6	7	8	9	10	11-15	16-20	21-25	26-30	31-35	36-40	40+	TOTAL
Development Capital Phase 1 (US$ M)
Mine Development	4.6	27.2	24.9	1.2																	57.8
Process Plant & Infrastructure	157.0	922.5	844.0	39.3																	1962.7
Offsite Transload Facility	6.2	36.7	33.6	1.6																	78.1
Owner's Cost	13.6	79.6	72.8	3.4																	169.4
Development Capital Phase 2 (US$ M)
Mine Development				2.4	14.0	12.8	0.6														29.7
Process Plant & Infrastructure				126.5	743.4	680.1	31.6														1581.7
Offsite Transload Facility				2.4	14.4	13.2	0.6														30.6
Owner's Cost				6.8	40.2	36.8	1.7														85.5
Sustaining Capital (US$ M)
Mine Equipment & Capital Recovery				4.4	12.2	15.9	13.4	12.5	7.6	2.6	5.7	0.3	7.9	51.6	26.3	19.7	46.9	35.1	2.2	0.0	264.3
Mobile Equipment				0.0	0.0	0.5	0.0	0.0	1.5	0.0	0.0	0.0	0.0	7.1	1.7	4.4	4.4	3.5	3.5	0.0	26.6
Process Plant				0.0	0.0	0.0	0.0	1.4	0.0	0.0	1.4	0.0	1.4	4.4	30.5	191.6	555.0	37.2	0.0	0.0	822.9
Sulfuric Acid Plant				0.0	0.0	2.3	0.0	0.0	2.6	2.3	0.0	5.1	2.6	22.3	26.0	41.6	33.7	48.9	56.8	0.0	244.2
CTFS and CGS				0.0	0.0	0.0	0.0	5.6	5.6	5.6	5.6	5.6	4.4	22.9	24.3	15.6	16.6	20.4	16.4	0.0	149.0
Offsite Transload Facility				0.0	0.1	0.1	0.1	0.1	0.1	0.1	0.1	0.1	0.1	0.6	0.3	0.6	0.3	0.6	0.3	0.0	3.4
Closure Costs (US$M)
Closure																				53.5	53.5
Annual Capital Expenditure	181.4	1,066.0	975.2	187.9	824.2	761.6	48.0	19.6	17.5	10.5	12.8	11.1	16.4	109.0	109.2	273.6	656.8	145.8	79.2	53.5	5,559.2

Note: Due to rounding, some totals in this table may not correspond with the sum of the separate figures.

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for the Thacker Pass Project, Humboldt County, Nevada, USA

18.1.2Estimate Basis

18.1.2.1Scope of Estimate

This section documents the basis of the total installed cost (TIC) estimate of Phase 1 and Phase 2 of the Project for the processing and packaging of battery grade lithium carbonate.

The Project schedule used as the basis of the estimate assumes site construction in early 2023. Production is expected to begin three years after construction starts.

Capital costs are based on Q1-Q4 2022 pricing including process equipment, labor, materials and other costs.

18.1.2.2Estimate Tabulation

Table 18-5 shows the capital cost summary by phase and area.

Table 18-5Capital Cost Summary by Phase and Area

Estimate Area Description	Phase 1 Equipment Supply	Phase 1 Total Cost	Phase 2 Equipment Supply	Phase 2 Total Cost
	Mid-Year 2022 Priced Equipment List	MTO Based Estimate	Mid-Year 2022 Priced Equipment List	Factored from Phase 1 Estimate
	All values stated in 2022 $Millions
01-Mine Area Infrastructure	$1.3	$51.1	$0.0	$26.3
02-Site Development & Facilities	$1.7	$133.8	$0.0	$33.4
03-SAP (Sulfuric Acid Plant)	$112.9	$322.7	$113.4	$283.2
04-Mineral Beneficiation	$35.3	$129.0	$31.3	$108.9
05-Leach & Neutralization	$87.2	$314.1	$95.5	$301.4
06-Magnesium / Calcium Removal	$104.0	$227.8	$114.3	$216.0
07-Lithium Carbonate Production	$111.9	$283.5	$121.0	$260.8
08-Lithium Products (Not Used)	$0.0	$0.0	$0.0	$0.0
09-Reagents	$21.0	$73.4	$19.4	$58.8
10-Sitewide Utilities	$45.9	$188.4	$29.8	$134.5
11-Tailings	$3.1	$62.7	$1.6	$1.5
Subtotal	$524.3	$1,786.4	$526.3	$1,424.8
Contingency (13.1%)	$68.7	$234.0	$68.9	$186.6
Process & Infrastructure Total	$593.0	$2,020.5	$595.2	$1,611.4
12-Transload Facility	$0.0	$69.1	$0.0	$27.1
Contingency on Transload (13.1%)	$0.0	$9.0		$3.5
Subtotal	$0.0	$78.1	$0.0	$30.6
13-Operations / Owners Cost	$0.0	$149.8	$0.0	$75.6
Contingency on Owners Cost (13.1%)	$0.0	$19.6	$0.0	$9.9
Subtotal	$0.0	$169.4	$0.0	$85.5
Material and Labor Escalation (not budgeted)	$0.0	$0.0	$0.0	$0.0
Total Estimated Project Cost	$593.0	$2,268.0	$595.2	$1,727.5

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Table 18-6 defines the functional and process areas that are contained in each of the identified estimate sections shown Table 18-5.

Table 18-6Work Breakdown Structure and Associated Responsibilities

Process Area		WBS Number	Process Systems	Engineering Lead
1	Mine Area Infrastructure	050	Mine Site	NAC
		052	Mine Shop	NAC
		054	Waste Stockpiles	NAC
		060	ROM Handling	NAC
		070	Waste Rock	NAC
		800	Limestone mining/crushing	M3
2	Site Development and Facilities	090	Roads and Parking Areas	M3
		613	Buried Utilities	M3
		630	Site Development, Drainage and Collection	M3
		630	Temporary Facilities	M3
		660	Fuel Systems	M3
		670	Sewage Treatment	M3
		900	Ancillary Facilities	M3
		905	Site Security Building (905-BG-001)	M3
		910	Administration Buildings (910-BG-001)	M3
		915	Plant Warehouse Building (915-BG-001)	M3
		920	Plant Maintenance Building (920-BG-001)	M3
		925	Packaging Warehouse Building (925-BG-001)	M3
		930	Plant Laboratory Building (930-BG-001)	M3
		950	Operations Control	M3
		960	Heavy Equipment Wash Station	M3
3	Sulfuric Acid Plant Area	500	Sulfuric Acid Plant	EXP
		510	Molten Sulfur	EXP
		520	Sulfuric Acid Plant Gas and Strong Acid	EXP
		530	Tail Gas Treatment	EXP
		540	BFW and Steam System	EXP
		540	Maintenance Boiler	EXP
		550	Cooling Water System	EXP
		560	Turbine Generator	EXP
		570	Sulfuric Acid Product	EXP
		510	Sulfur Vapor Recovery & Scrubber	EXP
		500	Caustic Unloading/Storage Tank	EXP
4	Mineral Beneficiation	100	Mineral Beneficiation	M3
		110	ROM Crushing	M3
		120	Attrition Scrubbing	M3
		130	Classification	M3
5	Leach and Neutralization	200	Leaching and Neutralization	M3
		210	Acid Leaching	M3
		220	Neutralization	M3
		230	Neutralization Filtration	M3
6	Magnesium / Calcium Removal	300	Magnesium/Calcium Removal	ITAC
		310	Magnesium Sulfate Crystallization	ITAC
		320	Magnesium Precipitation	M3
		330	Magnesium Precipitation Filtration	M3
		340	Calcium Precipitation	ITAC
		350	Cation Removal Ion Exchange	ITAC
7	Li2CO3 and LiOH	400	Lithium Carbonate/Lithium Hydroxide Production	ITAC
		410	Lithium Carbonate Crystallization	ITAC
		420	Lithium Carbonate Product Handling	ITAC
		430	Na/K Sulfate Salts Crystallization (ZLD Plant)	ITAC
8	Lithium Products	970	Lithium Products Handling	LAC

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Process Area		WBS Number	Process Systems	Engineering Lead
9	Reagents	800	Liquid CO2 Storage and Distribution	ITAC
		800	Flocculant (Classification)	M3
		800	Caustic Soda Distribution (outside Sulfuric Acid Plant)	ITAC
		800	Limestone	M3
		800	Lime	M3
		800	Soda Ash	ITAC
10	Utilities	600	Sitewide Utilities	ITAC
		610	Temporary Power	ITAC
		610	Substation	ITAC
		610	E-Buildings	ITAC
		610	Lighting, Grounding, Communications, Security	ITAC
		612	M/V O/H Lines	ITAC
		614	Fiber Optic & Plant Wide Telecomms (incl. Towers)	ITAC
		620	Steam Distribution	ITAC
		640	Compressed Air	ITAC
		650	Water Systems	M3
		690	Sitewide Utilities Misc Scope	ITAC
11	Tailings	700	Tailings Disposal	M3
12	Transload Facility	990	Transload Facility	LAC

18.1.2.3Design and Estimate Responsibilities

The following engineering firms and contractors have been involved in the FEL/FEED work for the Project to this point:

• M3 - Engineering lead for the following process areas of the Project: site plan, mineral beneficiation, leach and neutralization, magnesium/calcium removal (magnesium precipitation only), select reagents, and tailings. Prepared preliminary engineering/design and material take offs (MTO) for all process areas listed above. Specified and solicited equipment quotes for process equipment within M3 scope boundaries. Created detailed construction estimate pricing for all civil, concrete, and ancillary facility items across the Project based on MTOs that were created by M3, Sawtooth and ITAC.

• Industrial TurnAround Corporation/ITAC Engineers P.C. (ITAC) - Engineering lead for all or part of the following process areas of the Project: magnesium and calcium removal, lithium carbonate production, reagents, utilities, power distribution from utility to various plan areas, and sitewide process controls and automation system. Prepared preliminary engineering/design and material take offs (MTO) for all process areas listed above. Specified and solicited equipment quotes for process equipment within ITAC scope boundaries. Created detailed construction estimates for all electrical and controls items across the Project based on MTO that were created by M3 and ITAC. Assembled the final overall estimate using the detailed construction estimates from M3, Graywolf, and ITAC.

• GrayWolf - Produced detailed construction estimates for all mechanical equipment, piping, structural steel, and rigging across the Project based on MTO that were created by M3 and ITAC. Provided constructability input for the Feasibility Estimate Level 3 work. Provided federated 3D model and animations for overall plant site.

• EXP - Engineering lead for the sulfuric acid plant. Provided TIC Report and pricing based on reimbursable EPCM execution model of the sulfuric acid plant which can be converted to turnkey basis upon LAC request.

• Sawtooth Mining (subsidiary of North American Coal Corporation (NAC)) - Prepared pricing FEL/FEED pricing for mining areas and operations.

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• NewFields - Prepared preliminary site land, topographical, and geotechnical surveys. NewFields also prepared construction estimates for much of their design (waste rock, course gangue, storm water, haul roadways, CTFS, and closure). They have and continue to provide various permitting services to Owner.

• EDG - Provided a third-party cost estimate review, risk assessment, and design allowance and contingency recommendations of the deterministic Phase 1 and Phase 2 estimates.

18.1.2.4Maturity of Engineering Documents

As of the date of this report the key estimating documents, which are piping and instrumentation diagrams (P&IDs), process general arrangement drawings, electrical single lines, site plans, site grading plan, piping line list, equipment list, valve lists, electrical load list, specifications, and ancillary building general arrangement drawings are substantially complete in an issued for review status. However, the estimate presently requires revisions based on receipt of updated equipment information that had not been received in time for this report. These areas are equipment related to lithium carbonate and ZLD (from Veolia), magnesium sulfate (from Aquatech) and CCD (from FLSmidth). 

The Owner's intent is that the P&IDs will be "frozen" when the final Estimate Report is issued, although it is probable that minor changes may be made during the design process. The equipment arrangement drawings will be considered baseline design documents subject to revisions based on final design and on certified equipment drawings that will drive such design features as equipment footprints, required maintenance spaces, etc. In addition, the other key estimating documents listed above will be subject to revisions driven by certified equipment submittals, design refinements, and any Owner-initiated changes to be documented through a management of change process.

18.1.2.5Labor Rates

Due to the size and location of the work, per diems and payment of overtime are required to attract qualified craft to the area. The construction labor rates are built-up composite rates based on the estimated quantities of direct labor crafts (superintendent, general foremen, journeymen, apprentice, and laborer). Built-up labor costs were furnished by ITAC, NewFields, Graywolf, and M3. These rates are inclusive of projected overtime, fringes, small tools, construction equipment, and per-diem. Trade indirects (non-working supervision) were then applied along with customary overhead and profit. The resulting composite rates were used for each construction discipline estimate. A factor for non-productive time and congestion or difficulty was assessed for each trade and applied accordingly. See Table 18-7 for composite trade labor rates.

Table 18-7Composite Trade Labor Rates

Position	Full Labor Rate
Site Civil Composite Rate	$67.53* to $106.46
Concrete Composite Rate	$95.83
Mechanical Composite Rate	$111.07
Electrical / Instrument Composite Rate	$126.76
*Long-term local hires with no per diem.

18.1.2.6Contingency

Contingency accounts for estimating inaccuracies on the scope as defined by the engineering documents and is not intended to cover the costs of scope additions or additional field labor overtime to achieve schedule compression. The Project will manage and account for Contingency in budget reports.

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18.1.2.7Exclusions

Exclusions were as follows:

• Final selection of suppliers may impact construction costs. All costs are considered budgetary since detailed technical specifications were not prepared and competitive quotes were not obtained.

• Estimate does not include cost impact of potential vendor or contractor performance or process guarantees, liquidated damages or specialty insurances.

• Construction costs include the costs of construction equipment and contractor support activities that include materials off-loading, storage, handling, preparation, etc. 

• Based on expected system operating requirements, the basis of design and cost estimate accounted for a steady-state electrical load only.

• Travel time for craft personnel from the man camp to the job site is not included in the cost estimate. The costs of buses and fuel are included in the cost estimate.

• The basis of design and the cost estimate do not include field disconnects and field start/stops.

• Allowance for weather delays is included in the estimate as a 5% weather allowance on labor but not included for schedule. Construction during wintertime has the potential to significantly lower productivity and to cause delays due to inclement weather.

• The estimate does not include the cost of downtime.

• The estimate includes factored costs for capital spares included in Owner's cost but excludes a detailed account of capital spares.

• The estimate does not include allowances for escalation of equipment, materials, and labor costs.

18.1.3Mine Capital Costs

Mine development costs are estimated to be $57.8 million for Phase I and $29.7 million for Phase 2.  These costs are summarized in Table 18-4. Mine development costs include initial facilities and infrastructure.

18.1.3.1Mine Facilities

The site chosen for the Mine facilities is located west of the Process Facility along Nevada State Route 293. The site is located outside of future mining operations and maximizes the ability to support both the short and long-term mining operations. Construction of the initial facilities is projected to begin three years before production is expected to start, or year -3. The construction of the permanent office/shop is projected to occur in year 3 of production. Facilities are listed below:

• Initial Office (Phase 1)

• Initial Shop (Phase 1)

• Permanent Office/Shop (Phase 2)

• Initial Warehouse (Phase 1)

• Outside Warehouse Area (Phase 1

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• Lube System (Phase 1)

• Fuel Farm (Phase 1)

• Equipment Wash (Phase 1)

• Parking Lot (Phase 1)

• Lighting and Fencing (Phase 1)

18.1.3.2Infrastructure

An infrastructure of roads, ponds, diversions, and other Mine-related features will be built during the Mine construction phase to serve over the life of the mine. These projects will be developed prior to the commissioning of the Process Facility.

• Sediment retention ponds, 4 units
• Diversion, 1 unit
• Water collection channels, 3 units
• ROM stockpile base, 3.8 ha
• Mine facilities pad site, 4.3 ha
• Haul roads, 5.7 km
• Ancillary roads, 7.3 km
• Tuff Material Uncovering (on-site material for wearing course), 3.2 ha
• Initial cut within pit
• West Waste Rock storage facility pad
• Coarse Gangue storage facility pad
• Pre-strip material for Phase II expansion

18.1.4Transload Facility Capital Costs

Transload facility capital cost is estimated to be $78.1 million for Phase 1 and $30.6 million for Phase 2 and is summarized in Table 18-4. The facility will be constructed in the town of Winnemucca, NV by LAC to support Phase 1 and Phase 2 bulk materials required for the Project, identified in Section 18. Sustaining capital is estimated to be $3.4 million for the life of mine.

18.1.5Owner's Costs

Owner's costs were developed by LAC and are estimated specifically within the capital execution phase of the Project. Estimated Owner's Cost are divided into eleven categories and are included in the Project's estimate. Table 18-8 summarizes the Owners Costs estimate.

The items included in the individual Owners Cost categories include are:

• Pre-Execution Costs - items needed to be available prior to Project execution, such as the tie into the Nevada electrical power grid and an early laydown yard.
• Facility Equipment Costs - items needed facility wide to execute the Project, such as equipment spare parts, building furniture, computers, facility security and emergency equipment.
• Owners Project Costs - items needed to support the Project owner, LAC, during project execution, such as owners engineering costs.
• Permitting & Legal Costs - items needed to support the Project's legal and permitting requirements.
• Project Direct Costs - items needed to support the items required during construction, such as temporary site services and necessary facilities.

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• Ancillary Costs - items not directly related to the actual Project but are important to the success of the Project, such as community relations and improvements to areas close to the Project. 
• Operational Readiness Costs - items needed to directly support Project commissioning activities, such as specialty equipment, staffing, and employee training.
• Tax Rebate - granted tax rebates at time of writing.
• Business Systems Costs - items needed to support day to day business operations, such as ERPs (Enterprise Resource Planning).
• Consumable Costs - single use items needed during the different stages of Project execution, such as initial fill quantities of raw materials, lubricants, and warehouse stock.
• Mobile Equipment Costs - non-mining portable or movable equipment needed throughout the Project, such as cranes, forklifts, man lifts, light duty vehicles, and other specific use vehicles.

Table 18-8Owner's Cost Summary

#	Category	Phase 1		Phase 2
		Estimated US$-M	%	Estimated US$-M	%
1	Pre-Executing Costs	$23.26	16%	$9.22	12%
2	Facility Equipment Costs	$25.82	17%	$11.61	15%
3	Owners Project Costs	$39.01	26%	$29.71	39%
4	Permitting & Legal Costs	$18.94	13%	$7.14	9%
5	Project Direct Costs	$10.63	7%	$8.57	11%
6	External (Non-Project) Costs	$18.23	12%	$5.75	8%
7	Operational Readiness Costs	$0.61	0%	$0.05	0%
8	Finance (Tax Rebate)	($5.00)	-3%	$0.00	0%
9	Business System Costs	$4.00	3%	$0.88	1%
10	Process Consumable Costs	$7.79	5%	$1.95	3%
11	Mobile Equipment Costs	$6.52	4%	$0.73	1%
	Subtotal	$149.82	100%	$75.59	100%
	Contingency	$19.63		$9.90
	Total	$169.44		$85.49

18.1.6Potential Risks

18.1.6.1Process Areas in Development

At the time of this report, process development in Project areas from Counter Current Decantation and Filtration, Magnesium Sulfate through Lithium Carbonate and ZLD continues with LAC and multiple suppliers. Current Capital Cost estimates are from 2021 (MTO-based) for an Aquatech Magnesium Sulfate process and a Veolia Lithium Carbonate plant. ZLD is currently budgeted by doubling (2x) the 2020 MTO-based estimate for the Aquatech 20k ZLD plant.  Costs in these areas (as well as associated reagent and utility systems and other facility provisions) may change as the process is finalized, at which time LAC expects to complete detailed, MTO-based estimates in these areas which will be used to update this report.

18.1.6.2COVID-19 Pandemic

Due to the ongoing impacts of the COVID-19 pandemic and the potential of further shutdowns, shortages, delays, and other wide-reaching effects, the current environment assigns risk to the Project's equipment and materials procurement activities and construction activities due to limited resource availability and physical distancing. 

18.1.6.3Change of Execution Strategy

The Project cost and schedule will be affected by shifting the Project delivery method or scope.

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18.1.6.4Risk Mitigation

Engage construction partners early in design to ensure constructability.

Utilize a strong Construction Management Team experienced in safely and effectively coordinating multiple site and industrial contractors.

Implement robust Project Controls to regularly provide information to the Project Manager for use in monitoring resources and deliveries and controlling the Project cost, schedule, earned values, field progress, and change management.

18.2Sustaining Capital Costs

Sustaining capital costs are based on Q1-Q3 2022 pricing.

18.2.1Mine, Plant, and Sulfuric Acid Plant Sustaining Capital Cost

Sustaining capital costs for the Thacker Pass Project have been estimated and are primarily for continued development of the clay tailings filter stack and coarse gangue stockpile, mining activities, sulfuric acid plant, and other sustaining plant and infrastructure expenditures. Sustaining capital costs for the clay tailings filter stack and coarse gangue stockpile include the years those facilities need to be expanded for stockpiling capacities (provided by NewFields; MTO). Mining sustaining capital costs reflect the cost of replacing the mobile mining fleet to handle the provision of ore to the process plant as well as stripping and placement of waste material (provided by Sawtooth; itemized). Sustaining capital costs for the sulfuric acid plants are expected to occur every three years (provided by EXP; itemized).  Sustaining capital for the general plant is factored from the Project equipment list based on Standard Useful Lives of equipment provided in Attachment 10 of the DOE's 2015 Financial Management Handbook (provided by ITAC/M3). Sustaining capital costs allotted for the life of the Project are shown in Table 18-9.

Table 18-9Summary of Sustaining Capital Costs for Mine, Plant, and Sulfuric Acid Plant

Year	Mining Equipment & Cap Recovery*	Mobile Equipment	Plant & Infrastructure	Sulfuric Acid Plant	CTFS and CGS	Offsite Transload	Total Cost
1	4.4	0.0	0.0	0.0	0.0	0.0	4.4
2	12.2	0.0	0.0	0.0	0.0	0.1	12.3
3	15.9	0.5	0.0	2.3	0.0	0.1	18.8
4	13.4	0.0	0.0	0.0	0.0	0.1	13.4
5	12.5	0.0	1.4	0.0	5.6	0.1	19.6
6	7.6	1.5	0.0	2.6	5.6	0.1	17.5
7	2.6	0.0	0.0	2.3	5.6	0.1	10.5
8	5.7	0.0	1.4	0.0	5.6	0.1	12.8
9	0.3	0.0	0.0	5.1	5.6	0.1	11.1
10	7.9	0.0	1.4	2.6	4.4	0.1	16.4
11-15	51.6	7.1	4.4	22.3	22.9	0.6	109.0
16-20	26.3	1.7	30.5	26.0	24.3	0.3	109.2
21-25	19.7	4.4	191.6	41.6	15.6	0.6	273.6
26-30	46.9	4.4	555.0	33.7	16.6	0.3	656.8
31-35	35.1	3.5	37.2	48.9	20.4	0.6	145.8
36-40	2.2	3.5	0.0	56.8	16.4	0.3	79.2
41+	Closure Reclamation						53.5
Total	264.3	26.6	826.2	244.2	149.0	3.4	1,563.7

*Costs shown in this table are in millions of dollars. Due to rounding, some totals in this table may not correspond with the sum of the separate figures.

The estimated sustaining capital costs for the expansion of the Thacker Pass Project are estimated in Q3 2022 dollars.

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18.2.2Stockpile and Filter Stack Sustaining Capital Costs

The coarse gangue stockpile (CGS) and clay tailings filter stack (CTFS) will require expansions over the life of the Project. The initial construction costs of the CGS and CTFS are captured in the initial capital plan. Each facility will initially be constructed to support operations through Phase 1, or year 3. Their overall design and permitted square footages are summarized in Section 18. Expansions will occur the year before either facility is expected to reach the capacity of the previously constructed footprint. The sustaining capital timing for these expansions is determined from mining and processing mass balances along with a reasonable footprint to support operations for multiple years before the next expansion is required. The price per square foot to expand the facilities is determined from engineered estimates from Sawtooth, M3 and NewFields and the initial construction estimates of the CGS and CTFS. The price per square foot includes civil works, synthetic liner deployment, collection systems, over liner and equipment and labor to construct the facility. See Table 18-10.

• Coarse Gangue Stockpile: the stockpile of reject material generated from the beneficiation circuit. The material to be stockpiled on this facility will be used for pit backfill and does not require any expansion in years 16-25 as coarse gangue will likely be directly hauled from beneficiation and dumped in the pit. Total sustaining capital is estimated to be $15.7M from 808 thousand m² (8.7 million sqft) of expanded footprint.

• Clay Tailings Filter Stack: the storage facility of clay tailings generated from the neutralization circuit and sulfate salts. Total sustaining capital is estimated to be $133.3 from 4.2 Mm² (45.5 million square feet) of expanded footprint over the forty-year mine life.

Table 18-10CTFS and CGS Expansion Area and Costs

Year	CTFS and CGS Expansions		CTFS			CGS
	Million Sqft	US$-M	Million Sqft	$/sqft	US$-M	Million Sqft	$/sqft	US$-M
1	-	-	-	-	-	-	-	-
2	-	-	-	-	-	-	-	-
3	-	-	-	-	-	-	-	-
4	-	-	-	-	-	-	-	-
5	2.6	$5.6	1.3	$2.61	$3.3	1.3	$1.79	$2.3
6	2.6	$5.6	1.3	$2.61	$3.3	1.3	$1.79	$2.3
7	2.6	$5.6	1.3	$2.61	$3.3	1.3	$1.79	$2.3
8	2.6	$5.6	1.3	$2.61	$3.3	1.3	$1.79	$2.3
9	2.6	$5.6	1.3	$2.61	$3.3	1.3	$1.79	$2.3
10	1.5	$4.4	1.1	$3.37	$3.5	0.5	$1.80	$0.8
11-15	7.9	$22.9	6.1	$3.28	$19.6	1.8	$1.80	$3.3
16-20	8.3	$24.3	8.3	$2.92	$24.3	-	-	-
21-25	5.4	$15.6	5.4	$2.92	$15.6	-	-	-
26-30	5.7	$16.6	5.7	$2.92	$16.6	-	-	-
31-35	7.0	$20.4	7.0	$2.92	$20.4	-	-	-
35-40	5.6	$16.4	5.6	$2.92	$16.4	-	-	-
41+	-	-	-	-	-	-	-	-
Total	54.3	$149.0	45.5	$2.92	$133.3	8.7	$1.79	$15.7

18.2.3Closure Costs

Closure costs are estimated from NewFields based upon necessary reclamation, remediation, and closure of the 40-year facility. These closure costs of $53.5M will be updated as operations continue, and concurrent reclamation takes place. Site overhead during closure will be a corporate cost. Closure is expected to take place after production concludes in year 40. See Table 18-11.

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Table 18-11Reclamation Costs

Category	Costs ($-M)
Waste Rock Dumps	12.72
Pit	0.08
Haul Roads	0.31
Access Roads	0.10
Process Ponds	3.47
Yards	1.22
Growth Media Stockpile	0.06
Landfills	0
Foundations and Buildings	8.99
Sediment Ponds	0.03
Wells	0.04
Monitoring Wells	0.38
Waste Disposal	12.29
Miscellaneous	2.55
Equipment Removal	0.42
Exploration Drillhole	0
Exploration Roads and Pads	0.12
Indirect Costs	10.70
Total	$53.50

18.2.4Pre-Sanction Costs

For the purposes of this study, there are several work activities upon the completion of the preliminary feasibility study that have been considered pre-sanction and are not included in this capital cost estimate. These include:

• Consultants for the feasibility study stage, including the EPCM and support consultants,
• Owner team support during the feasibility study stage,
• Technical investigations to support the feasibility study, and
• Permitting costs.

Investments in the Project to date were not included in the economic analysis (and are not amortized in the model).

18.3Operating Cost Estimate

18.3.1Basis of Estimate

18.3.1.1Estimating Base Date and Accuracy Range

Cost inputs into the model ranged from Q2 to Q4 2022 pricing. The estimate is prepared on an annual basis and includes all site-related operating costs associated with the production of lithium carbonate.

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For the purposes of this study, all operating costs incurred from Project award, up to but excluding commissioning, are deemed preproduction costs and have been included in the CAPEX, as they are considered part of construction.

18.3.1.2Responsibilities

Direct costs were developed by LAC for the process operating area and Sawtooth Mining for the mining area. The input from each party was assembled and reviewed by LAC and M3 Engineering to generate the master Project OPEX.

The responsibilities for developing the operating costs are as follows:

• Mining operating costs were developed by Sawtooth Mining as part of the integrated mine cost model.
• Sulfuric acid plant operating costs were developed by EXP and LAC.
• Process plant, infrastructure and general/administrative operating costs were developed by LAC in conjunction with M3 Engineering.

18.3.1.3Estimating Methodology

18.3.1.3.1Estimate Structure

Operating costs have been organized into four main areas: Mining, Lithium Processing, Sulfuric Acid Plant and General and Administrative costs. Each area has several sub areas defined by the estimating team. The mine life, and concurrent processing operations, is defined to be 40 years.

Operating costs are further divided among ten expense types: Mining, Process Labor, Raw Materials, Fuel (non-mining), Inbound Logistics, Power, Maintenance/Parts/Outside Services, Supplies, Tailings Placement and General and Administration.

18.3.1.4Data Sources

The following data sources were used to prepare the OPEX estimate:

• Mining Cost Model: Includes annual mine operating costs as well as the mining production rates and material movement over the life of the mine.
• Financial Cost Model: Includes a consolidated model that estimates and summarizes annual production rates from mining, mineral and chemical processing operating costs, process plant production profiles, and raw material consumption among others.
• Process Design Criteria and Mass Balance: Used to define process variables and production rates, the consumption rates of raw materials, lithium extraction and recovery.
• Electrical Load List: Used to estimate total annual electrical demand and consumption.
• Capital Cost Estimate: For estimation of maintenance supplies and services based on installed equipment values
• Staffing Plan: The Project's staffing plan and labor rates by period.
• Raw Material Pricing: Provided by LAC based on quotations from various suppliers or market sources for the logistics, handling, storage, and preparation of the reagents such as soda ash, limestone, sulfur, quicklime, and others
• Assumptions: Allowances were made based on recent similar projects and studies for minor items where no analysis or detail was available.

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18.3.2Elements of Costs

18.3.2.1Labor

Labor for the Project will require staffing for a 24 hour per day, seven day per week operation. All 24-hour operations are based on a four (4) shift rotation of 12-hour shifts. Non-shift labor is based on a 40-hour work week. Due to the proximity of Winnemucca to the mine site, no camp is required at the mine site. Bus transportation will be provided to and from the site. Bus capital is included in Owner's cost for housing.

The labor costs for this Project were estimated based on the expected salaries in the region along with a payroll burdens allowance of 30% and a 10% overtime allowance for hourly labor.  A master labor list was compiled by LAC with input from Pray and Company for all positions including process plant, sulfuric acid plant, management, and support staff.

The labor requirements and average annual cost are summarized by OPEX area in Table 18-12. Management includes shift supervisor through General Manager. Labor includes hourly staff.

Table 18-12Lithium Americas Labor Requirements and Average Annual Cost Summary (40-Year Base Case)

Unit	Annual Average	Annual Average Cost ($-M)
Plant Area
Lithium Processing
Plant Management and Supervision	6	$1.0
Plant Labor	109	$12.8
Liquid Sulfuric Acid Plant
SAP Management and Supervision	6	$1.1
SAP Labor	30	$3.8
SAP Maintenance	6	$0.8
Maintenance
Maintenance Management and Supervision	12	$2.1
Maintenance Labor	62	$8.0
Technical Services
Laboratory and Quality Control	16	$1.8
Engineering	8	$1.3
IT & Data Services	6	$0.8
General and Administrative
Management and Administrative	5	$1.3
Health, Safety & Environment	10	$1.6
Human Resources	3	$0.5
Finance	4	$0.6
Supply Chain	11	$1.2
Total	294	$38.7
Mining and Clay Tailings Area
Mine Management	20	$4.0
Mining and Tailings Labor	152	$21.1
Maintenance labor	49	$7.44
Total	221	$32.4

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NOTE: Phase 2 yearly labor required is the same for 40-year base case and 25-year case.

18.3.2.2Raw Materials

Materials consumed by the process are estimated using unit consumption rates or are consumed at a fixed rate each year. The reagent consumption rates are sourced from the process design criteria. Usage rates were based on test work, mine plan modeling, and Aspen Plus® mass balance modelling estimations.

Consumption rates of liquid sulfur, sodium hydroxide ('caustic soda') and water treatment chemicals for the acid plant were developed and provided by EXP.

Consumption rates of fuel were estimated from mobile and fixed equipment expected hours of operation, utilization, and fuel burn rates.

Usage rates of sulfuric acid were assumed to be equal to the yearly estimated maximum produced from the sulfuric acid plant, per EXP.

Unit pricing for raw materials was based on discussions with suppliers and benchmarking data.  Table 18-13 represents the purchase price and delivered price for each major raw material and Table 18-14 represents the expected annual consumption rates.

Table 18-13Raw Material Purchase and Delivered Pricing

Raw Materials	$/unit	Purchase Price	Purchase and Delivery to Project Site Price
Liquid Sulfuric Acid Purchased	$/tonne	0	0
Quicklime	$/tonne	153	214
Limestone	$/tonne	34	34
Soda Ash	$/tonne	221	249
Hydrochloric Acid 35%	$/tonne	377	394
Ferric Sulfate 60%	$/tonne	461	492
Caustic Soda 50%	$/tonne	689	714
Flocculant	$/tonne	4,960	5,495
Ammonia	$/tonne	607	858
Liquid Sulfur	$/tonne	148	249
Propane	$/tonne	1,422	1,422
Diesel Off Road	$/gal	3.8	4
Diesel Highway	$/gal	4.3	4
Gasoline	$/gal	3.9	4
Water Treatment	$/l	5	5

Table 18-14Raw Material Annual Consumption (40-Year LOM Base Case)

Raw Materials	Unit	Average Annual Consumption	Average unit tonne per tonne of Lithium Carbonate product
Quicklime	tonne	139,942	2.10
Limestone	tonne	435,614	6.52
Soda Ash	tonne	247,857	3.71
Hydrochloric Acid 35%	tonne	1,385	0.02
Ferric Sulfate 60%	tonne	376	0.01

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Raw Materials	Unit	Average Annual Consumption	Average unit tonne per tonne of Lithium Carbonate product
Caustic Soda 50%	tonne	7,150	0.11
Flocculant	tonne	4,481	0.07
Ammonia	tonne	304	0.005
Liquid Sulfur (estimated)	tonne	655,407	9.81
Water Treatment (SAP)	Liter	1,884	0.03
Diesel Off-Road	gallon	4,683,350	70.13
Diesel Highway	gallon	0	0.00
Unleaded Gasoline (Process Plant)	gallon	92,320	1.38
Propane (Process Plant)	tonne	1,129	0.02
Liquid Sulfuric Acid @ 98.5% (Purchased)	tonne	0	0.00

Table 18-15Raw Material Annual Consumption (Years 1-25 of 40 Year LOM)

Raw Materials	Unit	Average Annual Consumption	Average unit tonne per tonne of Lithium Carbonate product
Quicklime	tonne	149,355	2.14
Limestone	tonne	399,709	5.72
Soda Ash	tonne	260,656	3.73
Hydrochloric Acid 35%	tonne	1,465	0.02
Ferric Sulfate 60%	tonne	401	0.01
Caustic Soda 50%	tonne	7,123	0.10
Flocculant	tonne	4,318	0.06
Ammonia	tonne	289	0.004
Liquid Sulfur (estimated)	tonne	633,884	9.07
Water Treatment (SAP)	Liter	1,822	0.03
Diesel Off-Road	gallon	4,329,711	61.93
Diesel Highway	gallon	0	0.00
Unleaded Gasoline (Process Plant)	gallon	92,391	1.32
Propane (Process Plant)	tonne	1,092	0.02
Liquid Sulfuric Acid @ 98.5% (Purchased)	tonne	0	0.00

Figure 18-1 presents the raw materials distribution over the first 40 years of operations as part of the base case. Figure 18-2 presents the raw materials distribution over the first 25 years of operation for the 25-year case.

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Figure 18-1Raw Materials Cost (40-Year LOM - Base Case)

Source: M3, 2022

Figure 18-2Raw Materials Cost (Years 1-25 of 40-Year LOM)

Source: M3, 2022

18.3.2.3Power

Electrical power costs are based on a rate of US$60/MWh, following research and discussions with potential electricity suppliers. This includes wheeling charges. Electrical power consumption and estimates were based on equipment connected loads and load analysis. Table 18-16 presents the annual average power cost by area over the 40-year life of mine. Table 18-17 shows this for years 1 to 25 of the life of mine.

The cost of net power imported is estimated by subtracting the power generated on site in the Acid Plants from the overall power required and multiplying by the power cost.

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Table 18-16Average Annual Power Cost (40 Year LOM - Base Case)

Power	GWh/y	Average ($-M)	$/tonne Product
Lithium Processing	881.3	52.9	792
Acid Plant	236.5	14.2	212
Generation	-705.5	-42.3	-634
Net Power Import	412.3	24.7	370

Table 18-17Average Annual Power Cost (Years 1 to 25 of 40 Year LOM)

Power	GWh/y	Average ($-M)	$/tonne Product
Lithium Processing	853.8	51.2	733
Acid Plant	228.7	13.7	196
Generation	-682.3	-40.9	-586
Net Power Import	0.0	24.7	343

18.3.2.4Maintenance and Supplies

Sulfuric Acid Plant maintenance is estimated by an itemized 40-year activities and labor hours list provided by EXP. The maintenance budget for the sulfuric acid plant is thus compiled via non-capital parts budget and a subset of the staffing plan. No factors are used. All outside labor and services are assumed to be capitalized with major equipment rebuilds, etc. as presented in the yearly cash flow for the acid plant.

Lithium Processing maintenance allowances and outside services include supplies, such as spare parts, repair materials, miscellaneous consumables, and third-party support required for general maintenance from operating activities. The allowances for fixed mechanical equipment, electrical, instrumentation, mobile equipment (non-mining) are based on a factored percentage of installed mechanical and electrical equipment capital values. Outside Services are a factor of total maintenance cost. Factors are assumed to be constant for all periods of operation (i.e., 40-year base case and 25-year case).

Factored maintenance, supplies, and outside service costs for process activities (non-mining activities) are summarized in Table 18-18.

Table 18-18Factored Maintenance Annual Allowances

Unit	Allowance	Allowance ($-M/yr Avg)
Lithium Processing
Fixed Mechanical Maintenance	3%	20.8
Electrical, Instrumentation & Automation	2%	4.2
Mobile Equipment (non-mining)	3%	0.2
Maintenance Parts and Supplies	-	4.5
Outside Services	10%	2.1
Sulfuric Acid Plant
Fixed Mechanical Maintenance	0%	0.0
Electrical, Instrumentation & Automation	0%	0.0
Outside Services	0%	0.0

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18.3.2.5General & Administrative

General and Administrative costs include costs related to the Process Plant and Sulfuric Acid Plant areas, for which a fixed amount is allotted each year. These include items such as salaries for nonproduction staff, software licenses, legal costs, insurance, as well as administrative costs such as office supplies, administrative services and fees, environmental health and safety, public relations, and other costs.

Table 18-19General and Administrative Costs (40 Year LOM - Base Case)

General & Administrative	Annual Average ($-M)	$/tonne Product
Salaries & Fringes	9.1	136
Accounting (excluding labor)	0.1	1
Safety (excluding labor)	0.1	1
Human Resources (excluding labor)	0.1	1
Environmental Dept. (excluding Labor	0.2	2
Security (excluding labor)	0.5	7
Janitorial Services (contract)	0.1	1
Community Relations (excluding labor)	0.1	2
Office Operating Supplies and Postage	0.0	0
Phone/Communications	0.1	1
Licenses, Fees, and Taxes	0.1	1
Legal	0.5	7
Insurances	0.1	2
Subs, Dues, Mining Leases, Water Rights	0.1	1
Travel, Lodging, and Meals	0.1	2
Training	0.3	4
Travel - busing	1.2	18
Rentals	0.9	13
Relocation	0.1	1
IT	0.9	14
Total	$14.3	$214.5

Table 18-20General and Administrative Costs (Years 1 to 25 of 40 Year LOM)

General & Administrative	Annual Average ($-M)	$/tonne Product
Salaries & Fringes	9.1	130
Accounting (excluding labor)	0.1	1
Safety (excluding labor)	0.1	1
Human Resources (excluding labor)	0.1	1
Environmental Dept. (excluding Labor	0.2	2
Security (excluding labor)	0.5	7
Janitorial Services (contract)	0.1	1

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General & Administrative	Annual Average ($-M)	$/tonne Product
Community Relations (excluding labor)	0.1	2
Office Operating Supplies and Postage	0.0	0
Phone/Communications	0.1	1
Licenses, Fees, and Taxes	0.1	1
Legal	0.5	7
Insurances	0.1	2
Subs, Dues, Mining Leases, Water Rights	0.1	1
Travel, Lodging, and Meals	0.1	2
Training	0.3	4
Travel - busing	1.2	17
Rentals	0.9	12
Relocation	0.1	1
IT	0.9	13
Total	$14.3	$205.2

18.3.3Operating Cost Areas

18.3.3.1Mining and Clay Tailings Operating Cost Areas

18.3.3.1.1Mining and Clay Tailings Operating Cost

Mining operating costs are driven by work effort. Specifically, the ore requirements of the process facility determine the total volume of waste that must be moved to expose the ore to be mined and delivered. This annual requirement is used to estimate equipment hours, the major driver of the mine's operating costs. Factors such as waste-to-ore ratio, haul distance and haul profile influence work effort and operating costs. Hauling and storage of the waste material, attrition scrubber reject, and coarse gangue is included as part of the mine operations.

Operating costs to load, haul and stack the clay and salt tailings are based on volume. Additionally, costs are added to dry and compact most of the clay tailings into a structural fill to surround and contain the salt tailings. The volume of clay and salt tailings is determined by the throughput of the process plant and the consistency of the ore.  The annual volume of the two types of tailings, as well as the haul distance and profile, is used to estimate equipment hours, the major driver of operating costs.

The mining and clay tailings operating cost includes the following:

• Mine Management: Includes the salaried labor of the mine managers and supervisors, administrative personnel, engineers, and technicians. Rates are derived from Sawtooth Mining and affiliates' standard midpoints.
• Mine and Tailings Labor: Labor cost for mining equipment operators. Rates were based upon independently researched mining wage rates in the Winnemucca, Nevada region. Includes benefits and burden estimated based on state and federal requirements as well as Sawtooth Mining and affiliates standard benefits package.
• Mine Maintenance Labor: Maintenance labor to maintain equipment and facilities. Rates were based upon independently researched mining wage rates in the Winnemucca, Nevada region. Includes benefits and burden estimated based on state and federal requirements as well as Sawtooth Mining and affiliates standard benefits package.

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• Equipment Cost: Includes parts and supplies, contract maintenance labor, lube, major repairs, diesel fuel, tires, and shop supplies.
• Overhead Cost: Includes outside labor, reimbursable G&A, rentals, property taxes and Sawtooth mining profit.
• Drill and Blast Costs: Includes contracted drilling and blast hole loading along with explosives products and supplies.
• Contingency Cost: Contingency was estimated using the AACE International Recommended Practice No. 47R-11, Cost Estimate Classification System - As Applied in Engineering procurement, and Construction for Mining and Mineral Processing Industries. Using Oracles Crystal Ball software, a Monte-Carlo simulation was performed on each cost category to develop the P50 cost estimate. 

A summary of the Mining and Clay Tailings Operating Cost Estimate for the 40-year base case) and for the 25 years are provided in Table 18-21 and Table 18-22, respectively.

Table 18-21Mining and Clay Tailings Operating Cost Estimate (40-Year LOM Base Case)

Mining and Tailings Cost	Annual Average ($-M)	$/tonne Mined (ore+waste)	$/tonne Product
Mine Management	4.0	0.3	60.0
Mine Labor	21.1	1.4	315.7
Maintenance Labor	7.4	0.5	110.1
Equipment Costs	30.8	2.1	460.6
Other (Including contractor profit)	13.2	0.9	197.5
Capital Recovery		0.0	0.0
Total	$76.4	$5.2	$1,143.8

Table 18-22Mining and Clay Tailings Operating Cost Estimate (Years 1-25 of 40 Year LOM)

Mining and Tailings Cost	Annual Average ($-M)	$/tonne Mined (ore+waste)	$/tonne Product
Mine Management	4.0	0.3	56.5
Mine Labor	19.4	1.4	277.8
Maintenance Labor	6.8	0.5	96.6
Equipment Costs	28.4	2.0	406.5
Other (Including contractor profit)	13.2	0.9	188.9
Capital Recovery		0.0	0.0
Total	$71.7	$5.0	$1,026.3

Figure 18-3 and Figure 18-4 present the distribution of the mining and tailings operating expenses for the 40-year base case and for 25 years, respectively.

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Figure 18-3Distribution of mining and tailings management Operational Cost (40-Year LOM - Base Case)

Source: Sawtooth, 2022

Figure 18-4Distribution of mining and tailings management Operational Cost (Years 1-25 of 40-Year LOM Case)

Source: Sawtooth, 2022

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18.3.3.1.2Mining Battery Limits

The battery limits for the mining contractor's portion of the operating cost estimate are presented in Table 18-23.

Table 18-23Battery Limits for Mining Contractor Operating Cost Estimate

Mining Scope	Battery Limit	Outside Mining Scope
All operating costs necessary to mine and haul ore to the ROM stockpiles and feed ore into the feeders with a dozer.	ROM stockpile feeder loading	Costs associated with the feeder breakers, attrition scrubbers, and slurry pipeline.
All operating costs necessary to excavate and haul waste material from the pit to the waste rock storage.	waste rock storage	No outside scope is associated with this operation.
All operating costs necessary to grub, excavate and haul growth media either to stockpiles or to final placement on regraded spoil.	disturbance area	No outside scope is associated with this operation.
All operating costs necessary to haul coarse gangue from the processing plant to the coarse gangue stockpile.	coarse gangue stacker conveyor head pulley.	Equipment, maintenance, and labor associated with the initial stacking of coarse gangue.
All operating costs necessary to haul attrition scrubber reject material to the waste rock storage facility.	attrition scrubber reject conveyor head pulley.	Equipment, maintenance, and labor associated with attrition scrubber operations.
All mine facilities maintenance.	ROM side of concrete push wall, electrical substation at shop/office facilities site, main water supply tank.	All water lines and electric power lines and equipment necessary to feed the mine facilities.

18.3.3.1.3Clay and Salt Tailings Battery Limits

The battery limits for the clay and salt haulage and stacking portion of the operating cost estimate are presented in Table 18-24.

Table 18-24Clay and Salt Tailings Battery Limits

Clay and Salt Tailings Scope	Battery Limit	Outside Mining Scope
Hauling, stacking, and final compaction of salt and clay waste.	clay and salt stacker conveyors' head pulleys	The cost associated with equipment, maintenance, and labor required to operate the clay and salt radial stackers.
The cost associated with haul road maintenance.	clay and salt stacker conveyors' head pulleys	The cost associated with maintenance of Clay Tailings Filter Stack: piping, liner repair, ponds, pumps, and lighting.

18.3.3.1.4Estimation Methodology

The OPEX estimation for both mining and clay tailings relies on a series of budgetary quotations, but also internal databases and historical pricing. Table 18-25 presents a description of the estimation methodology and the items estimated under that methodology.

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Table 18-25Mining Estimation Methodology

Methodology	Items
Budgetary Quotations	Diesel price, Contractor Drilling and Blasting cost
Software	RPM Global's TALPAC software to determine end dump travel times
Internal Databases	Sawtooth and affiliates equipment rates and operating cost database Sawtooth and affiliates salary labor rates and benefits
Historical Pricing	Monthly diesel pricing for Winnemucca, Nevada region
Public Information	CAT handbook for equipment rates

18.3.3.1.5Source of Data

Quotations were received from Komatsu, and Caterpillar. Sawtooth Mining contracted with a local human resource consulting firm, Pray and Company, to develop labor rates for the Winnemucca region.

Sawtooth used its internal database for estimating operating costs for the equipment used in this Project. For equipment not in the database, the costs were either estimated by factoring the costs to a similar piece of equipment by their respective horsepower, or by using CostMine by Glacier Resource Innovation Group as a reference.

18.3.3.2Lithium Processing

Process operating costs were estimated based upon a production commissioning curve, ramp up, and steady-state operation for Phase 1 and Phase 2 facility expansions. The plant design data includes the use of the AspenPlus^® material balance based on steady-state conditions. The design steady state lithium carbonate annual production rate was estimated based on the average annual mine plan data for that year.

The labor roster and mobile equipment fleet for the process areas are fixed. Consumption of raw materials, power and other items that are considered variable, are estimated separately each year based on the material balance and the tonnes of ore processed, tonnes of sulfuric acid produced, and lithium carbonate produced, as applicable.

Process and administrative operating costs are presented with indicative life of mine average operating costs per tonne lithium carbonate produced and Life of Mine (LOM) annual averages, as provided in Table 18-26 and Table 18-27.

Table 18-26Average Lithium Process Operating Costs (40 Year LOM - Base Case)

Lithium Processing	Average ($-M)	$/tonne Product
Labor	23.4	350
Raw Materials	117.8	1,763
Fuel (non-mining)	1.4	21
Raw Material Logistics	16.1	241
Net Power Imported1	24.7	370
Maintenance, Parts, Outside Services	26.7	399
Supplies	4.5	68
Total	$214.6	$3,213

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Table 18-27Average Lithium Process Operating Costs (Years 1-25 of 40 Year LOM)

Lithium Processing	Average ($-M)	$/tonne Product
Labor	23.1	330
Raw Materials	120.0	1,717
Fuel (non-mining)	1.4	20
Raw Material Logistics	17.0	243
Net Power Imported1	24.0	343
Maintenance, Parts, Outside Services	25.7	368
Supplies	4.6	66
Total	$215.9	$3,088

18.3.3.3Sulfuric Acid Plant

Table 18-28 and Table 18-29 present the Sulfuric Acid Plant operating cost summary to operate the facility.

Table 18-28Average Sulfuric Acid Plant Operating Costs (40 Year LOM - Base Case)

Liquid Sulfuric Acid Plant	Annual Average ($-M)	$/tonne Acid Produced	$/tonne Product
Labor	5.6	3	84
Liquid Sulfur	163.4	82	2,447
Other Consumables	5.0	3	75
Maintenance Part/Repairs	1.4	1	21
Total	$175.4	$87.5	$2,627

Table 18-29Average Sulfuric Acid Plant Operating Costs (Years 1-25 of 40 Year LOM)

Liquid Sulfuric Acid Plant	Annual Average ($-M)	$/tonne Acid Produced	$/tonne Product
Labor	5.6	3	80
Liquid Sulfur	158.0	82	2,261
Other Consumables	4.9	3	70
Maintenance Part/Repairs	1.0	0	14
Total	$169.4	$87.4	$2,424

18.3.4Summary of Operating Costs

Table 18-30 and Table 18-31 present a summary of the Project operating costs.

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Table 18-30Project Operating Cost Summary (Years 1-40 Life of Mine - Base Case)

Area	Annual Average ($-M)	$/tonne Product	Percent of Total
Mine	76.4	1,143.8	16%
Lithium Process Plant	214.6	3,212.9	45%
Liquid Sulfuric Acid Plant	175.4	2,626.8	36%
General & Administrative	14.3	214.5	3%
Total	$480.7	7,198	100%

Table 18-31Project Operating Cost Summary (Years 1-25 of 40 Year LOM)

Area	Annual Average ($-M)	$/tonne Product	Percent of Total
Mine	71.7	1,026.3	15%
Lithium Process Plant	215.9	3,087.7	46%
Liquid Sulfuric Acid Plant	169.4	2,423.7	36%
General & Administrative	14.3	205.2	3%
Total	$471.4	6,743	100%

18.3.5Exclusions

The following items are excluded from the OPEX estimate:

• Cost escalation (due to quotes being refreshed in 2022)
• Currency fluctuations
• All costs incurred prior to commercial operations
• Corporate office costs
• First fills (included in CAPEX),
• Closure and reclamation costs post operations (concurrent reclamation is included)
• Salvage value of equipment and infrastructure

The following items were also excluded from the Operating Cost Estimate, but are included in the financial model:

• Initial and sustaining capital costs
• Working capital
• Taxes
• Royalties
• Revenues

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19Economic Analysis

19.1Introduction

An economic analysis was conducted to assess the economic feasibility of constructing and operating the Thacker Pass Project. The analysis was based on the July 21, 2022 mine plan and production schedule prepared by Sawtooth Mining, capital and operating expenditures prepared by Lithium Americas. This mine plan's cutoff grades and extraction assumptions were provided by LAC's 2021 40 Year Ore Control file, version 2 rev 2. The mine plan utilized Mineral Reserves which do not include inferred Mineral Resources.

Based on Q2 - Q4 2022 pricing, the economic evaluation presents the after-tax net present value (NPV), payback period, and the after-tax internal rate of return (IRR) for the Project based on annual cash flow projections.

This economic analysis includes sensitivities to variations in selling prices, various operating costs, initial and sustaining capital costs, overall lithium production recovery, and discount rate. All cases assume maximum utilization of the acid plant's available acid and power, with lithium production fluctuating by year according to mine plan and plant performance as predicted by yearly heat/mass balance simulations in Aspen Plus®, conducted by LAC. Note that the tables in this section were rounded to a limited number of significant figures and therefore some summation errors may be present.

It should be noted that the results of the economic analysis discussed in this report represent forward-looking information as defined under AACE. The results are dependent upon inputs that are subject to several known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those presented herein. Forward looking information includes the following:

• Estimates of Mineral Resource and Mineral Reserve,
• Assumed commodity prices (and exchange rates, where applicable),
• Mine production plans,
• Proposed plant throughput,
• Projected process recovery rates,
• Assumed raw material and process supplies unit prices,
• Assumed labor wage and salary rates,
• Assumed closure costs, and
• Estimates of sustaining, capital and operating costs.

Additional risks to the forward-looking information include:

• Unexpected variations in process throughput, grade, or recovery rates,
• Changes to costs of production from what is assumed specific to the Project such as: raw material and supplies availability, vendor pricing and estimated escalation of vendor pricing,
• Changes to costs of production due to general economic factors such as: recession, inflation, deflation, and financial instability,
• Unexpected variations in quantity of mineralized material or recovery rates,
• Failure of plant, equipment, or processes to operate as intended,
• Accidents, labor disputes, climate change risks and other risks of the industry,
• Unanticipated environmental risks and reclamation expenses, and
• Changes to regulatory or governmental royalty and tax rates.

19.2Methodology

The analysis was carried out using a discounted cash flow (DCF) model, which was prepared by LAC with input from ITAC, M3 and EXP. Detailed review along with final edits and documentation were compiled by M3 for the purpose of this feasibility study, with contributions from other entities as noted in Section 19.3.1. Annual cash flow projections were estimated for forty years based on the life of mine plan, estimates of capital expenditures, production costs, taxes, royalties and sales.

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Cash flows for each year are totaled and discounted based on the assumption of even distribution of cash flow over the forty-year mine life. The Project timeline starts with "Year -3" for construction and "Year 1" being the start of production.

The only revenue stream is sales of lithium carbonate.

Cost inputs into the model are based on Q2 to Q4 2022 pricing, and the discount period commences Q2 2023.

19.3Input Data

19.3.1Sources of Information

Details of the scope and assumptions of the CAPEX and OPEX are defined in the basis of estimate, which is provided in Section 21 of this report.

Tax assumptions and royalty obligations were provided by LAC. The market analysis in Section 19 was used to set realistic lithium carbonate pricing.

The model includes a financial analysis to estimate the annual tax burden, including indicative earnings and cash flow statements for the Project.

Financial model inputs were received from multiple sources, as outlined in the following sections. M3 provided high level auditing of the info provided by each contributing party for the data contributing to the final financial metrics of the Project and against guiding documents (process design criteria, heat and mass balance, etc.) and verified functionality of formulas for standard economic estimations within the model.

19.3.1.1Development CAPEX

Capital costs are based on Q2-Q4 2022 pricing and meet the accuracy of a Class 3 AACE estimate.

19.3.1.2Reagent Pricing

Reagent quotes were solicited and received by LAC from Q2-Q4 2022 Fuels, sulfur, and ammonia pricing are based on commodity rolling averages or cost projections. 

19.3.1.3Reclaim SRCE Costs and Quantities

Reclamation costs input tab was provided by NewFields, which draws on work from Sawtooth Mining and M3 civil/structural design.

19.3.1.4CGS/CTFS Costs and Quantities

Costs and quantities for coarse gangue storage and clay filtered tailings stack were received from NewFields/Sawtooth, and manually inputted into the financial model yearly cash flow by M3.

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19.3.1.5Mine Plan and Mining OPEX

Mine plan and mine plan summary input tabs were provided by Sawtooth to document yearly waste, ore, tailings volumes, and feed lithium values to the financial model. The mine plan was developed in conjunction with LAC's ore control file for determining cutoff grades by ore block composition, and also coordinates with the 40-year heat-mass balance Aspen process simulations conducted by the LNC process group.

19.3.1.6Sulfuric Acid Plant SUSEX, Labor, and Maintenance

EXP provided anticipated yearly sulfur, other materials, labor, power demand/generation, availability, and adjusted yearly capacity that could be expected from the plant operating at maximum capacity throughout its lifetime. EXP in conjunction with consultant Kevin Bryan provided itemized yearly parts and labor costs for planned activities necessary to extend acid plant life to 40 years. M3 categorized all items off this list into either capital or non-capital (i.e., maintenance) costs, and applied them to the financial model accordingly. No general maintenance factors above these itemized costs were assumed.

19.3.1.7Labor

The QP audited the salaries and staffing plan provided in November 2021 by Pray and Company against historical projects of similar scope and size. Headcount was believed to be slightly higher than average, but within the expected range. No adjustments were found to be necessary except for additional management positions required for sulfuric acid plant maintenance management.

19.3.1.8Power

Demand and connected load for both process and ancillaries were compiled by ITAC into a single input table and submitted to M3. This table represents the equipment list with diversity factors applied, ancillary power design documents, and unallocated capacity included in the ITAC electrical design. The electrical MTO for the CAPEX estimate used in this report reflects the Q2 2021 EXP acid plant design.

19.3.1.9Mobile Equipment

The QP audited the mobile equipment schedule provided by LAC and escalated costs for light and medium equipment by 13% to be within the expected range. Prices for some items of equipment reflect used market value.

19.3.1.10Maintenance and Supplies

Maintenance and supplies were adopted from the original LAC model with minor adjustments by the QP.

19.3.1.11Manual Reagent Inputs

Process plant hydrochloric acid and caustic soda were provided directly by LAC process engineering and were not reflected in the Aspen heat and mass balance models used. The values provided reflect a synthesis of third-party test work, in-house pilot plant data, vendor projections, HSC software modeled concentrations, and statistical regression to estimate the consumptions of these two reagents around the acid leach scrubber and ion exchange circuits.

19.3.1.12Process Modeling Software Outputs (Aspen)

Aspen process modeling outputs determined yearly numbers for lithium sales, reagent usage, water usage, and utility steam/cooling demand used in the financial model. 40 unique process model files were assembled to represent yearly averages for each year during the LOM. Outputs for these 40 files were linked to a financial model excel input sheet provided to M3. Copies of the 40 files were uploaded to the M3 data room for the study but were not individually audited other than confirming reasonable similarity to the design case heat and mass balance stream tables (000-PR-HMB Rev F).

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The QP conducted extensive spot checks with LAC in the design case Aspen process simulation file used to produce the heat and mass balance stream tables used for design. M3 and LAC adjusted the model's inputs and architecture as necessary to ensure congruence with test work data, the process design criteria, and pilot plant data for key parameters with large financial impact.

19.3.1.13General Accounting and Figures

Model architecture, inputs, and estimation methodology was reconstructed, verified, or augmented by the QP for standard financial outputs (sensitivity analysis, depreciation, yearly cash flow organization, financial metrics, taxes, displayed discount rates, etc.). Royalty and transportation costs were provided by LAC.

19.3.2Sunk Costs

Investments in the Project to date were not included in the economic analysis (and are not amortized in the model).

19.3.3Initial Capital

Initial capital costs are divided among the two construction phases: Phase 1 and Phase 2. The totals for each phase are presented in Table 19-1. Though Phase 1 has been optimized to exclude all Phase 2 pre-investment possible, it inherently includes the majority of civil earth works and site infrastructure to support Phase 2, construction of one acid plant, and construction of the mineral and chemical processing facility to produce nominally 40,000 t of lithium carbonate per year. Phase 2 includes the addition of a second acid plant and construction of the mineral and chemical processing facility to produce an additional nominal 40,000 t of lithium carbonate per year.

Table 19-1Initial Capital Costs Summary

Category	Phase 1 CAPEX	Phase 2 CAPEX	Total
Initial Capital ($-M)	2,268	1,728	3,996
% of Total	57%	43%	100%

19.3.4Sustaining Capital

Sustaining capital is provided for the mining, plant equipment and infrastructure, sulfuric acid plants, Winnemucca transload terminal, stockpile and tailings areas of the Project over the forty-year mine life. The tailings costs (provided by NewFields; MTO) include future expansions of the facility over the life of the Project when additional capacity is required. Mining sustaining capital (provided by Sawtooth; itemized) supports equipment replacement at scheduled intervals after the equipment has reached its useful operational life. The sulfuric acid plant requires regular scheduled capital maintenance every three years (provided by EXP; Itemized). Sustaining capital for the general plant is factored from the Project equipment list based on Standard Useful Lives of equipment provided in Attachment 10 of the DOE's 2015 Financial Management Handbook (provided by ITAC/M3). Sustaining capital for each area is presented in Table 19-2.

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Table 19-2Sustaining Capital Summary

LOM	Mining	Plant & Infrastructure	Sulfuric Acid Plant	CTFS and CGS Stockpiles	Final Reclamation	Total Cost (US$-M)
	(US$-M)	(US$-M)	(US$-M)	(US$-M)	(US$-M)
Total	$264.3	$852.8	$244.2	$149.0	$53.5	$1,563.8

19.3.5Operating Costs

The estimated total annual operating expenditures (OPEX) over the forty-year mine life is US$480.7 million, or US$7,198/t of lithium carbonate produced. Table 19-3 presents the Operating Costs for each area for the 40-year Life of Mine - Base Case. Table 19-4 presents the Operating Costs for each area only for the first 25 years of the 40-year Life of Mine plan.

Table 19-3Operating Costs Summary (40-Year LOM - Base Case)

Area	Annual Average ($-M)	$/tonne Product	Percent of Total
Mine	76.4	1,143.8	16%
Lithium Process Plant	214.6	3,212.9	45%
Liquid Sulfuric Acid Plant	175.4	2,626.8	36%
General & Administrative	14.3	214.5	3%
Total	$480.7	7,198	100%

Table 19-4Operating Costs Summary (Years 1-25 of 40 Year LOM)

Area	Annual Average ($-M)	$/tonne Product	Percent of Total
Mine	71.7	1,026.3	15%
Lithium Process Plant	215.9	3,087.7	46%
Liquid Sulfuric Acid Plant	169.4	2,423.7	36%
General & Administrative	14.3	205.2	3%
Total	$471.4	6,743	100%

19.3.6Escalation

The economic analysis excludes cost escalation and accordingly, also excludes revenue escalation (see Section 19.3.8)

19.3.7Production

Phase 1 Project is designed for a nominal production rate of 40,000 t/y of lithium carbonate and begins production in year 1 through year 3. Phase 2 production is anticipated to begin in year 4 and includes the addition of a second acid plant and processing infrastructure to double production with a nominal production rate of 80,000 t/y of lithium carbonate. Actual production varies with the grade of ore mined in each year with an expected mine life of 40 years.

Regarding ramp-up, a lower tonnage is expected for the first year in each of Phase 1 and Phase 2. See the financial model in Table 19-11 regarding the expected yearly cash flow.

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Production profiles summarized below are limited to the Company's proven and probable ore reserves. The production and financial outcomes from these reserves are summarized in Table 19-5 and Table 19-6.

Table 19-5Average Production Values (40 Year/Base Case)

Item	Units	Value
Lithium Carbonate Plant Production
Operational Life	years	40
Annual Lithium Carbonate Production - 40 years	kt	66.8
Metallurgical Recovery - 40 Years	%	73.2%
Mine Production
Ore Reserves Production Scenario	years	40
Annual LCE Mined - 40 years	kt	91.3

Table 19-6Average Production Values (Years 1-25 of 40-Year LOM)

Item	Units	Value
Lithium Carbonate Plant Production
Operational Life	years	25
Annual Lithium Carbonate Production - 25 years	kt	69.9
Metallurgical Recovery - 25 Years	%	73.3%
Mine Production
Ore Reserves Production Scenario	years	25
Annual LCE Mined - 25 years	kt	95.4

Figure 19-1 shows the total mined, total ore processed and total lithium carbonate production for each year.

Figure 19-1Total Mined, Ore Processed and Lithium Carbonate Production by Year

Source: M3, 2022

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19.3.8Revenues

Product selling prices have been forecasted over the study period (See Section 19). The base case value for price selling was set at $24,000/t. Sensitivities are discussed in Section 19.5.

Total annual revenues by year are shown in Figure 19-2 and summarized in Table 19-7 and Table 19-8.

Figure 19-2Total Annual Revenue by Year

Source: M3, 2022

Table 19-7Total Annual Production and Revenue (40 Year LOM - Base Case)

Production and Revenue	Annual Average	Total
Lithium Carbonate Production (t)	66,783	2,671,318
Lithium Carbonate Revenue ($-M)	$1,603	$64,112
Annual Lithium Carbonate Selling Price ($/t)	$24,000

Table 19-8Total Annual Production and Revenue (Years 1-25 of 40 Year LOM)

Production and Revenue	Annual Average	Total
Lithium Carbonate Production (t)	69,911	1,747,777
Lithium Carbonate Revenue ($-M)	$1,678	$41,947
Annual Lithium Carbonate Selling Price ($/t)	$24,000

19.3.9Financing

Lithium Americas is contemplating multiple options for funding the construction and operation of the Project. Financial modeling has considered multiple discount rates to account for various funding avenues. Project financing costs are excluded from the model.

19.3.10Discount Rate

A discount rate of 8% per year has been applied to the model, though other levels from 6-16% are also included for Project assessment at various risk profiles and financing options.

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19.3.11Taxes

The modeling is broken into the following categories: Operational Taxes (which are eligible deductions to arrive at taxable income) and Corporate Net Income Taxes. The 10% operating cost tax credit under the US Inflation Reduction Act for "Advanced Manufacturing Production" has been applied during the first 10 years of Project operation.  The legislation specifies phase-out of this credit after 10 years. Future legislation may extend the duration allowable to claim this credit.

19.3.11.1Operational Taxes

Payroll taxes are included in salary burdens applied in the OPEX. These include social security, Medicare, federal and state unemployment, Nevada modified business tax, workers compensation and health insurance.

Property tax is assessed by the Nevada Centrally Assessed Properties group on any property operating a mine and/or mill supporting a mine. Tax is 3% to 3.5% of the assessed value, which is estimated at 35% of the taxable value of the property. The property tax owed each year is estimated as 1.1% of the net book value at the close of the prior year plus current year expenditures with no depreciation.

Currently, Humboldt County does not maintain a revenue-based business license for mining operations. No business license costs are included.

19.3.11.2Corporate Net Income Taxes

In Nevada, lithium mining activities are taxed at 2-5% of net proceeds, depending on the ratio of net proceeds to gross proceeds. Net proceeds are estimated as equal to gross profit for purposes of this study. A tax rate of 5% is applicable to the Thacker Pass Project.

Revenue subject to a net proceeds of minerals tax is exempt from the Nevada Commerce tax; therefore, the Nevada Commerce tax is excluded from the study.

The current corporate income tax rate applicable to the Project under the Tax Cut and Jobs Act is 21% of taxable income.

At the time of this report, a tax reform is being proposed by the US administration that has the potential to increase corporate income taxes in the US. Whether the tax reform will be passed into law remains uncertain, as does the potential impact to corporate income tax rates generally, including the potential impact of any increase on the Project. An increase to the federal corporate income tax rate from 21% to 25% would result in a reduction in after-tax IRR (at the 8% discount rate) of 0.4% and a reduction in after-tax NPV (at the 8% discount rate) of $257 million.

19.3.12Royalties

The Project is subject to a 1.75% royalty on net revenue produced directly from ore, subject to a buy-down right. This royalty has been included in the economic model on the assumption that the Project owner will exercise its buy-down right to reduce the royalty from 8.0% to 1.75% by making an upfront payment of US$22 million in the first year of operations. At US$24,000/t lithium carbonate the ongoing annual royalty payments will average $428/t lithium carbonate sold over the 40-year LOM (base case).

19.4Cash Flow

Undiscounted annual cash flows, including CAPEX, OPEX, and net revenues (pre-tax) are presented in Figure 19-3.

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Figure 19-3Undiscounted Annual Cash Flow

Source: M3, 2022

Cumulative discounted cash flow at the 8% discount rate is presented in Figure 19-4.

Figure 19-4Cumulative Discounted Cash Flow

Source: M3, 2022

For the Base Case financial assumptions outlined in Section 19.3, the Project financial performance is measured through Net Present value, Internal Rate of Return and Payback periods. The after-tax financial model results are summarized in Table 19-9.

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Table 19-9After-Tax Financial Model Results (40 Year LOM - Base Case)

Production Scenario	Unit	Values
Operational Life	years	40
Mine and Process Plant Operational Life	years	40
Ore Reserve Life	years	40
Average annual EBITDA	$-M / y	1,093.5
After-tax Net Present Value ("NPV") @ 8% discount rate	$-M	5,727.0
After-tax Internal Rate of Return	%	21.4%
Payback (undiscounted)	years	5.4
*includes capital investments in years up to production

Table 19-10After-Tax Financial Model Results (Years 1-25 of 40 Year LOM)

Production Scenario	Unit	Values
Operational Life	years	25
Mine and Process Plant Operational Life	years	25
Ore Reserve Life	years	40
Average annual EBITDA	$-M / y	1,176.2
After-tax Net Present Value ("NPV") @ 8% discount rate	$-M	4,950.1
After-tax Internal Rate of Return	%	21.2%
Payback (undiscounted)	years	5.4

Table 19-11 presents the detailed cash flow model for the Project.

Page 302

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Table 19-11Financial Model

Thacker Pass Financial Model
					1-25year		21-40yrs		LOM			Year -3			Year -2			Year -1			Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10			Year 11			Year 12			Year 13			Year 14			Year 15			Year 16			Year 17			Year 18			Year 19			Year 20			Year 21			Year 22			Year 23			Year 24			Year 25			Year 26			Year 27			Year 28			Year 29			Year 30			Year 31			Year 32			Year 33			Year 34			Year 35			Year 36			Year 37			Year 38			Year 39			Year 40			Year 41
Process Plant Production
Total Ore Mined (95% Rec wet)	ktonne		233,073		148,848		114,743		233,073			-			-						1,859			2,979			3,564			5,273			6,961			6,416			6,260			7,170			6,316			6,533			6,919			6,318			6,390			6,665			6,368			6,487			6,766			6,301			6,373			6,413			6,177			6,093			6,385			5,936			5,926			6,271			6,135			5,886			6,082			5,770			5,767			5,922			5,547			5,332			5,370			4,907			5,583			5,714			5,063			4,876			-
Total Waste Mined (waste)	ktonne		351,792		209,241		171,558		351,792			-			-						7,275			9,107			8,967			7,039			5,003			9,420			8,962			11,969			9,924			10,729			10,116			9,734			12,573			13,139			10,665			7,120			5,694			7,720			7,921			7,157			6,613			6,286			6,545			5,455			4,108			3,507			3,909			4,400			6,161			8,602			9,516			11,902			10,618			11,426			10,625			12,472			13,877			9,625			12,825			13,087			-
Total Mined (ore + waste + growth media)	ktonne		587,242		359,536		287,418		587,242			-			-						9,225			12,241			12,606			12,312			12,007			15,836			15,352			19,151			16,276			17,312			17,118			16,136			19,046			19,887			17,116			13,657			12,510			14,071			14,344			13,620			12,827			12,416			12,968			11,429			10,071			9,839			10,105			10,348			12,305			14,434			15,353			17,894			16,234			16,828			16,064			17,434			19,514			15,393			17,942			18,018			-
Total Tailings Moved (CTFS and CGS)	ktonne		451,619		280,534		230,239		451,619			-			-						3,265			5,727			5,676			9,923			12,776			11,857			11,974			13,128			11,972			12,233			12,877			11,960			12,090			12,621			12,010			12,186			12,723			11,943			12,072			12,370			11,818			11,792			12,342			11,577			11,624			12,228			11,777			11,584			12,038			11,411			11,465			11,878			11,187			11,029			11,324			10,547			11,328			11,859			10,703			10,725			-
Leach Ore Processed (dry)	ktonne		154,200		93,210		81,185		154,200			-			-						1,156			1,938			1,889			3,195			3,999			3,836			4,009			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			4,201			3,978			4,019			-
LCE Mined	ktonne		3,650		2,385		1,751		3,650												28.213			47.781			47.394			82.563			112.6			100.268			98.931			118.098			104.498			108.377			114.956			101.725			100.172			104.688			100.013			101.208			110.273			104.346			102.575			110.11			102.059			98.442			102.969			93.056			89.687			98.351			94.974			87.593			93.387			88.601			87.758			87.906			82.552			78.715			76.343			66.303			91.042			84.483			73.928			73.103			-
Li PPM Head Grade	ppm		3,155		3,244		3,256		3,155												3,496			3,232			3,186			3,086			3,194			3,149			3,170			3,319			3,327			3,343			3,348			3,245			3,159			3,165			3,165			3,144			3,284			3,337			3,243			3,460			3,330			3,256			3,250			3,159			3,050			3,160			3,120			2,999			3,094			3,094			3,066			2,991			2,999			2,975			2,865			2,723			3,259			2,884			2,943			2,930			-
LCE Produced/Sold	ktonne		2,671		1,748		1,279		2,671.32			-			-						20.731			36.403			35.068			61.988			83.796			75.702			72.102			86.934			75.593			78.975			84.704			75.585			74.773			76.985			72.978			73.102			79.632			74.811			73.557			79.293			74.012			71.748			75.293			68.442			65.568			72.962			70.974			64.603			68.326			64.441			63.996			64.139			58.438			57.409			55.913			46.606			67.123			62.85			52.503			53.259			-
% Li Recovery	%		73.20%		73.30%		73%		73.20%												73%			76%			74%			75%			74%			75%			73%			74%			72%			73%			74%			74%			75%			74%			73%			72%			72%			72%			72%			72%			73%			73%			73%			74%			73%			74%			75%			74%			73%			73%			73%			73%			71%			73%			73%			70%			74%			74%			71%			73%			0%
Liquid Sulfuric Acid -Sold	ktonne				-		-		-												-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-
Selling Price
LCE Sale Price	$/mt	$	275	$	282	$	267	$	275											$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	0
Liquid Sulfuric Acid	$/mt	$	90	$	90	$	90	$	90											$	78		$	75		$	76		$	74		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	73		$	74		$	74		$	73		$	74		$	74		$	73		$	74		$	74		$	74		$	74		$	74		$	74		$	74		$	74		$	74		$	74		$	74		$	0
Revenues	$0
LCE			64,111,640		41,946,640		30,686,517	$	64,111,640											$	497,541		$	873,679		$	841,637		$	1,487,712		$	2,011,108		$	1,816,843		$	1,730,458		$	2,086,426		$	1,814,225		$	1,895,403		$	2,032,907		$	1,814,033		$	1,794,548		$	1,847,645		$	1,751,466		$	1,754,438		$	1,911,178		$	1,795,475		$	1,765,366		$	1,903,035		$	1,776,293		$	1,721,952		$	1,807,032		$	1,642,616		$	1,573,624		$	1,751,080		$	1,703,386		$	1,550,477		$	1,639,827		$	1,546,586		$	1,535,898		$	1,539,328		$	1,402,516		$	1,377,806		$	1,341,922		$	1,118,538		$	1,610,945		$	1,508,402		$	1,260,073		$	1,278,215		$	0
Selling Fee			-		-		-	$	0											$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Transportation			-		-		-	$	0											$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Liquid Sulfuric Acid			-		-		-	$	0											$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Net Revenues			64,111,640		41,946,640		30,686,517	$	64,111,640		$	0		$	0		$	0		$	497,541		$	873,679		$	841,637		$	1,487,712		$	2,011,108		$	1,816,843		$	1,730,458		$	2,086,426		$	1,814,225		$	1,895,403		$	2,032,907		$	1,814,033		$	1,794,548		$	1,847,645		$	1,751,466		$	1,754,438		$	1,911,178		$	1,795,475		$	1,765,366		$	1,903,035		$	1,776,293		$	1,721,952		$	1,807,032		$	1,642,616		$	1,573,624		$	1,751,080		$	1,703,386		$	1,550,477		$	1,639,827		$	1,546,586		$	1,535,898		$	1,539,328		$	1,402,516		$	1,377,806		$	1,341,922		$	1,118,538		$	1,610,945		$	1,508,402		$	1,260,073		$	1,278,215		$	0
LCE sales price		$	24,000	$	24,000	$	24,000	$	24,000											$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	24,000		$	0
Operating Cost	$0
Mining - $			1,922,736		1,157,653		993,608	$	1,922,736											$	23,456		$	36,810		$	27,157		$	41,111		$	44,581		$	46,316		$	45,292		$	55,296		$	47,666		$	49,566		$	55,463		$	51,315		$	56,654		$	61,593		$	51,007		$	46,009		$	46,599		$	48,268		$	48,439		$	46,529		$	47,060		$	47,012		$	48,107		$	44,283		$	42,062		$	40,987		$	43,928		$	42,472		$	48,185		$	49,820		$	51,140		$	54,803		$	50,945		$	55,638		$	51,494		$	52,182		$	58,799		$	52,639		$	55,189		$	56,863		$	0
Mining $/mt (ore+waste)				$	3.22	$	3.46	$	3.27											$	2.54		$	3.01		$	2.15		$	3.34		$	3.71		$	2.92		$	2.95		$	2.89		$	2.93		$	2.86		$	3.24		$	3.18		$	2.97		$	3.10		$	2.98		$	3.37		$	3.73		$	3.43		$	3.38		$	3.42		$	3.67		$	3.79		$	3.71		$	3.87		$	4.18		$	4.17		$	4.35		$	4.10		$	3.92		$	3.45		$	3.33		$	3.06		$	3.14		$	3.31		$	3.21		$	2.99		$	3.01		$	3.42		$	3.08		$	3.16
Process Labor - $			1,159,279		715,842		591,250	$	1,159,279											$	20,275		$	20,275		$	24,919		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	29,562		$	0
Labor $/mt LCE sold		$	434	$	410	$	462	$	434											$	978		$	557		$	711		$	477		$	353		$	391		$	410		$	340		$	391		$	374		$	349		$	391		$	395		$	384		$	405		$	404		$	371		$	395		$	402		$	373		$	399		$	412		$	393		$	432		$	451		$	405		$	417		$	458		$	433		$	459		$	462		$	461		$	506		$	515		$	529		$	634		$	440		$	470		$	563		$	555
Raw Materials - $			8,699,752		5,412,773		4,434,870	$	8,699,752											$	66,110		$	114,074		$	108,792		$	188,561		$	241,553		$	226,964		$	230,143		$	251,908		$	231,950		$	236,560		$	249,742		$	232,176		$	232,589		$	242,276		$	229,622		$	230,617		$	245,173		$	230,509		$	231,343		$	244,220		$	230,337		$	229,728		$	240,732		$	224,410		$	222,684		$	237,923		$	227,479		$	222,174		$	232,261		$	220,009		$	222,255		$	228,317		$	214,079		$	215,914		$	216,281		$	192,373		$	224,417		$	227,694		$	200,621		$	205,181		$	0
Reagents $/mt LCE sold		$	3,257	$	3,097	$	3,469	$	3,257											$	3,189		$	3,134		$	3,102		$	3,042		$	2,883		$	2,998		$	3,192		$	2,898		$	3,068		$	2,995		$	2,948		$	3,072		$	3,111		$	3,147		$	3,146		$	3,155		$	3,079		$	3,081		$	3,145		$	3,080		$	3,112		$	3,202		$	3,197		$	3,279		$	3,396		$	3,261		$	3,205		$	3,439		$	3,399		$	3,414		$	3,473		$	3,560		$	3,663		$	3,761		$	3,868		$	4,128		$	3,343		$	3,623		$	3,821		$	3,853
Fuel (non-mining) - $			55,531		34,637		27,858	$	55,531											$	1,270		$	1,353		$	1,370		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	1,393		$	0
Fuel $/mt LCE sold				$	20	$	22	$	21											$	61		$	37		$	39		$	22		$	17		$	18		$	19		$	16		$	18		$	18		$	16		$	18		$	19		$	18		$	19		$	19		$	17		$	19		$	19		$	18		$	19		$	19		$	19		$	20		$	21		$	19		$	20		$	22		$	20		$	22		$	22		$	22		$	24		$	24		$	25		$	30		$	21		$	22		$	27		$	26
Raw Materials Logistics - $			3,392,200		2,086,416		1,752,425	$	3,392,200											$	25,577		$	43,418		$	42,023		$	71,810		$	91,583		$	86,816		$	89,134		$	95,860		$	89,382		$	90,843		$	95,414		$	89,361		$	89,762		$	93,692		$	88,806		$	89,264		$	94,283		$	88,958		$	89,621		$	94,168		$	88,973		$	89,230		$	93,312		$	87,570		$	87,556		$	92,675		$	88,276		$	87,370		$	91,364		$	86,568		$	87,415		$	90,488		$	85,258		$	85,872		$	87,646		$	79,326		$	87,986		$	90,413		$	81,609		$	83,517		$	0
Raw Materials Logistics $/mt LCE sold		$	1,270	$	1,194	$	1,371	$	1,270											$	1,234		$	1,193		$	1,198		$	1,158		$	1,093		$	1,147		$	1,236		$	1,103		$	1,182		$	1,150		$	1,126		$	1,182		$	1,200		$	1,217		$	1,217		$	1,221		$	1,184		$	1,189		$	1,218		$	1,188		$	1,202		$	1,244		$	1,239		$	1,279		$	1,335		$	1,270		$	1,244		$	1,352		$	1,337		$	1,343		$	1,366		$	1,411		$	1,459		$	1,496		$	1,568		$	1,702		$	1,311		$	1,439		$	1,554		$	1,568
Power - $			989,421		600,251		518,740	$	989,421											$	7,335		$	14,425		$	14,895		$	20,566		$	25,089		$	25,133		$	25,805		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	26,097		$	25,879		$	25,858		$	0
Power $/mt LCE sold		$	370	$	343	$	406	$	370											$	354		$	396		$	425		$	332		$	299		$	332		$	358		$	300		$	342		$	327		$	308		$	342		$	346		$	339		$	355		$	354		$	328		$	346		$	352		$	329		$	350		$	360		$	347		$	378		$	394		$	358		$	365		$	400		$	382		$	402		$	404		$	407		$	443		$	450		$	467		$	555		$	385		$	415		$	493		$	486
Maintenance, Parts, Outside Services - $			1,121,970		667,211		604,058	$	1,121,970											$	7,645		$	11,281		$	15,192		$	21,463		$	24,333		$	28,708		$	28,800		$	28,800		$	28,896		$	29,017		$	29,036		$	29,158		$	29,259		$	29,259		$	29,359		$	29,441		$	29,460		$	29,542		$	29,622		$	29,642		$	29,723		$	29,805		$	29,843		$	29,905		$	30,023		$	30,023		$	30,111		$	30,164		$	30,164		$	30,216		$	30,269		$	30,269		$	30,321		$	30,374		$	30,374		$	30,426		$	30,479		$	30,479		$	30,531		$	30,560		$	0
Maint $/mt LCE sold		$	420	$	382	$	472	$	420											$	369		$	310		$	433		$	346		$	290		$	379		$	399		$	331		$	382		$	367		$	343		$	386		$	391		$	380		$	402		$	403		$	370		$	395		$	403		$	374		$	402		$	415		$	396		$	437		$	458		$	411		$	424		$	467		$	441		$	469		$	473		$	472		$	519		$	529		$	543		$	653		$	454		$	485		$	582		$	574
Supplies - $			181,577		115,553		89,685	$	181,577											$	2,850		$	2,498		$	2,451		$	3,758		$	6,220		$	4,636		$	4,510		$	5,029		$	4,632		$	6,051		$	4,951		$	4,632		$	4,604		$	4,681		$	5,841		$	4,545		$	4,774		$	4,605		$	4,561		$	6,062		$	4,577		$	4,498		$	4,622		$	4,382		$	5,582		$	4,540		$	4,471		$	4,248		$	4,378		$	5,542		$	4,227		$	4,232		$	4,032		$	3,996		$	5,244		$	3,618		$	4,336		$	4,186		$	3,824		$	5,151		$	0
Supplies $/mt LCE sold		$	68	$	66	$	70	$	68											$	137		$	69		$	70		$	61		$	74		$	61		$	63		$	58		$	61		$	77		$	58		$	61		$	62		$	61		$	80		$	62		$	60		$	62		$	62		$	76		$	62		$	63		$	61		$	64		$	85		$	62		$	63		$	66		$	64		$	86		$	66		$	66		$	69		$	70		$	94		$	78		$	65		$	67		$	73		$	97
Tailings Placement - $			1,132,742		636,068		654,145	$	1,132,742											$	5,399		$	6,995		$	11,060		$	17,388		$	22,629		$	21,414		$	23,681		$	24,992		$	23,071		$	24,511		$	29,551		$	28,018		$	32,501		$	26,467		$	27,533		$	29,325		$	32,982		$	28,066		$	30,766		$	32,247		$	29,578		$	30,060		$	35,535		$	28,703		$	33,595		$	33,838		$	29,743		$	30,703		$	28,810		$	33,075		$	30,433		$	35,313		$	32,062		$	35,033		$	34,578		$	33,547		$	32,350		$	38,833		$	34,987		$	33,370		$	0
Tailings $/mt LCE sold		$	424	$	364	$	512	$	424											$	2		$	1		$	2		$	2		$	2		$	2		$	2		$	2		$	2		$	2		$	2		$	2		$	3		$	2		$	2		$	2		$	3		$	2		$	3		$	3		$	3		$	3		$	3		$	2		$	3		$	3		$	3		$	3		$	2		$	3		$	3		$	3		$	3		$	3		$	3		$	3		$	3		$	3		$	3		$	3
G&A - $			573,019		358,632		285,850	$	573,019											$	14,850		$	14,600		$	14,596		$	14,443		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	14,293		$	0
G&A $/mt LCE sold		$	215	$	205	$	224	$	215											$	716		$	401		$	416		$	233		$	171		$	189		$	198		$	164		$	189		$	181		$	169		$	189		$	191		$	186		$	196		$	196		$	179		$	191		$	194		$	180		$	193		$	199		$	190		$	209		$	218		$	196		$	201		$	221		$	209		$	222		$	223		$	223		$	245		$	249		$	256		$	307		$	213		$	227		$	272		$	268
Total Operating Cost	`		19,228,227		11,785,035		9,952,490	$	19,228,227		$	0		$	0		$	0		$	174,768		$	265,728		$	262,455		$	410,055		$	501,234		$	485,236		$	492,613		$	533,230		$	496,724		$	507,655		$	535,503		$	505,786		$	516,474		$	529,312		$	503,294		$	500,307		$	524,615		$	501,075		$	505,460		$	524,213		$	501,376		$	501,438		$	523,496		$	490,381		$	492,608		$	511,330		$	495,134		$	488,236		$	506,506		$	496,357		$	496,844		$	514,767		$	487,825		$	497,933		$	496,961		$	462,599		$	509,473		$	515,590		$	477,889		$	485,748		$	0
$/mt LCE sold		$	7,198	$	6,743	$	7,784	$	7,198											$	8,430		$	7,300		$	7,484		$	6,615		$	5,982		$	6,410		$	6,832		$	6,134		$	6,571		$	6,428		$	6,322		$	6,692		$	6,907		$	6,876		$	6,897		$	6,844		$	6,588		$	6,698		$	6,872		$	6,611		$	6,774		$	6,989		$	6,953		$	7,165		$	7,513		$	7,008		$	6,976		$	7,557		$	7,413		$	7,702		$	7,764		$	8,026		$	8,348		$	8,673		$	8,888		$	9,926		$	7,590		$	8,203		$	9,102		$	9,120
$/mt LCE moving average																				$	8,430		$	7,710		$	7,624		$	7,218		$	6,783		$	6,693		$	6,719		$	6,611		$	6,606		$	6,583		$	6,552		$	6,566		$	6,595		$	6,618		$	6,638		$	6,652		$	6,648		$	6,651		$	6,663		$	6,660		$	6,666		$	6,681		$	6,694		$	6,713		$	6,743		$	6,754		$	6,762		$	6,788		$	6,809		$	6,837		$	6,864		$	6,898		$	6,935		$	6,978		$	7,023		$	7,078		$	7,092		$	7,119		$	7,159		$	7,198		$	7,198
				$	433			$	428
Royalties (1.75% of Net LCE Rev)			1,143,954		756,066		537,014	$	1,143,954											$	30,707		$	15,289		$	14,729		$	26,035		$	35,194		$	31,795		$	30,283		$	36,512		$	31,749		$	33,170		$	35,576		$	31,746		$	31,405		$	32,334		$	30,651		$	30,703		$	33,446		$	31,421		$	30,894		$	33,303		$	31,085		$	30,134		$	31,623		$	28,746		$	27,538		$	30,644		$	29,809		$	27,133		$	28,697		$	27,065		$	26,878		$	26,938		$	24,544		$	24,112		$	23,484		$	19,574		$	28,192		$	26,397		$	22,051		$	22,369		$	0
Salvage Value			-9,341		-		-		($9,341	)											-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-9,341
Reclamation & Closure			53,496		-		-	$	53,496												-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			53,496
Total Production Cost			20,416,335		12,541,101		10,489,504	$	20,372,181		$	0		$	0		$	0		$	205,475		$	281,017		$	277,184		$	436,090		$	536,428		$	517,031		$	522,896		$	569,743		$	528,473		$	540,825		$	571,079		$	537,532		$	547,879		$	561,646		$	533,945		$	531,010		$	558,060		$	532,496		$	536,354		$	557,516		$	532,461		$	531,572		$	555,119		$	519,127		$	520,146		$	541,974		$	524,943		$	515,370		$	535,203		$	523,422		$	523,722		$	541,705		$	512,369		$	522,044		$	520,445		$	482,173		$	537,665		$	541,987		$	499,940		$	508,117		$	44,154
Operating Income (EBITDA)			43,695,304		29,405,538		20,152,858	$	43,695,304		$	0		$	0		$	0		$	292,066		$	592,662		$	564,453		$	1,051,622		$	1,474,680		$	1,299,812		$	1,207,562		$	1,516,683		$	1,285,753		$	1,354,578		$	1,461,828		$	1,276,501		$	1,246,669		$	1,285,999		$	1,217,521		$	1,223,428		$	1,353,117		$	1,262,979		$	1,229,012		$	1,345,518		$	1,243,831		$	1,190,380		$	1,251,913		$	1,123,490		$	1,053,478		$	1,209,106		$	1,178,442		$	1,035,107		$	1,104,624		$	1,023,164		$	1,012,176		$	997,623		$	890,147		$	855,762		$	821,478		$	636,365		$	1,073,280		$	966,415		$	760,133		$	770,098			($44,154	)
Depreciation
Initial Capital			3,995,500		3,995,500		-	$	3,995,500											$	343,846		$	705,302		$	725,835		$	629,395		$	454,664		$	385,960		$	357,947		$	249,167		$	105,628		$	36,215		$	1,541		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Sustaining Capital			1,461,539		431,826		1,213,541	$	1,461,539											$	0		$	0		$	919		$	2,298		$	4,349		$	6,870		$	8,072		$	9,132		$	10,213		$	11,567		$	13,252		$	14,945		$	15,720		$	18,447		$	21,489		$	23,168		$	22,976		$	20,366		$	21,312		$	22,903		$	36,177		$	44,264		$	34,486		$	28,468		$	40,433		$	88,226		$	108,349		$	80,969		$	62,304		$	94,701		$	125,740		$	102,953		$	72,519		$	51,776		$	51,309		$	52,281		$	40,081		$	24,058		$	18,632		$	55,815		$	0
Total Depreciation			5,457,039		4,427,326		1,213,541	$	5,457,039		$	0		$	0		$	0		$	343,846		$	705,302		$	726,753		$	631,693		$	459,013		$	392,830		$	366,019		$	258,298		$	115,841		$	47,783		$	14,793		$	14,945		$	15,720		$	18,447		$	21,489		$	23,168		$	22,976		$	20,366		$	21,312		$	22,903		$	36,177		$	44,264		$	34,486		$	28,468		$	40,433		$	88,226		$	108,349		$	80,969		$	62,304		$	94,701		$	125,740		$	102,953		$	72,519		$	51,776		$	51,309		$	52,281		$	40,081		$	24,058		$	18,632		$	55,815		$	0
Net Income after Depreciation			38,238,266		24,978,212		18,983,472	$	38,238,266		$	0		$	0		$	0			($51,780	)		($112,640	)		($162,300	)	$	419,929		$	1,015,667		$	906,983		$	841,543		$	1,258,385		$	1,169,912		$	1,306,796		$	1,447,035		$	1,261,556		$	1,230,949		$	1,267,552		$	1,196,032		$	1,200,260		$	1,330,142		$	1,242,613		$	1,207,701		$	1,322,615		$	1,207,654		$	1,146,116		$	1,217,427		$	1,095,021		$	1,013,045		$	1,120,880		$	1,070,093		$	954,138		$	1,042,320		$	928,463		$	886,436		$	894,670		$	817,628		$	803,986		$	770,169		$	584,085		$	1,033,198		$	942,358		$	741,501		$	714,283			($44,154	)
Property Tax			216,632		181,401		44,025	$	216,632		$	1,996		$	13,721		$	24,449		$	22,734		$	24,041		$	24,425		$	18,003		$	13,168		$	9,041		$	5,130		$	2,429		$	1,276		$	930		$	943		$	1,014		$	1,003		$	1,192		$	1,192		$	1,287		$	1,158		$	1,108		$	1,192		$	1,174		$	2,052		$	1,743		$	1,453		$	1,353		$	2,194		$	4,319		$	3,365		$	2,688		$	2,388		$	4,609		$	3,704		$	2,729		$	2,318		$	1,973		$	1,719		$	1,467		$	1,324		$	1,105		$	985		$	537		$	0
Net Proceeds of Mineral Tax			1,948,982		1,276,329		959,126	$	1,948,982											$	0		$	0		$	0		$	21,406		$	51,285		$	45,834		$	42,570		$	63,452		$	58,992		$	65,847		$	72,887		$	63,584		$	62,064		$	63,907		$	60,305		$	60,513		$	67,032		$	62,632		$	60,890		$	66,655		$	60,884		$	57,807		$	61,395		$	55,241		$	51,145		$	56,555		$	54,000		$	48,195		$	52,623		$	46,919		$	44,819		$	45,248		$	41,369		$	40,697		$	39,005		$	29,667		$	52,169		$	47,633		$	37,553		$	36,200		$	0
Income Taxes			6,216,975		4,076,360		3,076,254	$	6,216,975											$	0		$	0		$	0		$	0		$	153,591		$	138,872		$	127,811		$	202,739		$	191,385		$	216,815		$	241,611		$	209,670		$	204,012		$	210,085		$	198,044		$	198,819		$	221,105		$	206,321		$	200,050		$	219,792		$	199,789		$	188,768		$	201,024		$	180,409		$	165,648		$	183,058		$	174,031		$	154,432		$	169,957		$	149,398		$	141,260		$	142,820		$	130,616		$	128,463		$	122,546		$	90,590		$	168,803		$	153,048		$	118,721		$	112,871		$	0
Adv. Manuf. Production Credit			-301,669		-301,669		-		($301,669	)		0									-			-			-			-			-50,123			-48,524			-49,261			-53,323			-49,672			-50,766			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-
Net Income after Taxes			30,157,346		19,745,791		14,904,066	$	30,157,346			($1,996	)		($13,721	)		($24,449	)		($74,514	)		($136,682	)		($186,725	)	$	380,519		$	847,746		$	761,759		$	715,294		$	1,043,088		$	967,932		$	1,073,968		$	1,131,594		$	987,288		$	963,871		$	992,368		$	936,491		$	939,641		$	1,040,847		$	972,553		$	945,568		$	1,034,994		$	944,929		$	897,798		$	953,555		$	858,018		$	794,058		$	876,947		$	838,697		$	748,823		$	817,354		$	727,537		$	696,652		$	703,873		$	643,325		$	632,852		$	606,898		$	462,361		$	810,901		$	740,572		$	584,242		$	564,676			($44,154	)
Cash Flow	$0
Net Income after Depreciation			38,238,266		24,978,212		18,983,472	$	38,238,266												($51,780	)		($112,640	)		($162,300	)	$	419,929		$	1,015,667		$	906,983		$	841,543		$	1,258,385		$	1,169,912		$	1,306,796		$	1,447,035		$	1,261,556		$	1,230,949		$	1,267,552		$	1,196,032		$	1,200,260		$	1,330,142		$	1,242,613		$	1,207,701		$	1,322,615		$	1,207,654		$	1,146,116		$	1,217,427		$	1,095,021		$	1,013,045		$	1,120,880		$	1,070,093		$	954,138		$	1,042,320		$	928,463		$	886,436		$	894,670		$	817,628		$	803,986		$	770,169		$	584,085		$	1,033,198		$	942,358		$	741,501		$	714,283			($44,154	)
Add back Depreciation			5,457,039		4,427,326		1,213,541	$	5,457,039											$	343,846		$	705,302		$	726,753		$	631,693		$	459,013		$	392,830		$	366,019		$	258,298		$	115,841		$	47,783		$	14,793		$	14,945		$	15,720		$	18,447		$	21,489		$	23,168		$	22,976		$	20,366		$	21,312		$	22,903		$	36,177		$	44,264		$	34,486		$	28,468		$	40,433		$	88,226		$	108,349		$	80,969		$	62,304		$	94,701		$	125,740		$	102,953		$	72,519		$	51,776		$	51,309		$	52,281		$	40,081		$	24,058		$	18,632		$	55,815		$	0
Working Capital
Account Receivables			-3,512,967		-2,298,446		-1,681,453		($3,512,967	)											($27,263	)		($47,873	)		($46,117	)		($81,518	)		($110,198	)		($99,553	)		($94,820	)		($114,325	)		($99,410	)		($103,858	)		($111,392	)		($99,399	)		($98,331	)		($101,241	)		($95,971	)		($96,134	)		($104,722	)		($98,382	)		($96,732	)		($104,276	)		($97,331	)		($94,354	)		($99,015	)		($90,006	)		($86,226	)		($95,950	)		($93,336	)		($84,958	)		($89,854	)		($84,744	)		($84,159	)		($84,347	)		($76,850	)		($75,496	)		($73,530	)		($61,290	)		($88,271	)		($82,652	)		($69,045	)		($70,039	)	$	0
Accounts Payable			1,580,402		968,633		818,013	$	1,580,402											$	14,364		$	21,841		$	21,572		$	33,703		$	41,197		$	39,882		$	40,489		$	43,827		$	40,827		$	41,725		$	44,014		$	41,571		$	42,450		$	43,505		$	41,367		$	41,121		$	43,119		$	41,184		$	41,545		$	43,086		$	41,209		$	41,214		$	43,027		$	40,305		$	40,488		$	42,027		$	40,696		$	40,129		$	41,631		$	40,796		$	40,836		$	42,310		$	40,095		$	40,926		$	40,846		$	38,022		$	41,875		$	42,377		$	39,279		$	39,924		$	0
Inventory - Parts, Supplies					-		-	$	0								$	0		$	0																																																																													$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Total Working Capital			-		-45,738		31,075	$	0								$	0			($12,898	)		($13,134	)	$	1,487			($23,270	)		($21,185	)	$	9,330		$	5,340			($16,167	)	$	11,915			($3,550	)		($5,246	)	$	9,551		$	1,946			($1,854	)	$	3,132			($408	)		($6,591	)	$	4,405		$	2,010			($6,002	)	$	5,068		$	2,983			($2,849	)	$	6,287		$	3,963			($8,185	)	$	1,282		$	7,812			($3,394	)	$	4,275		$	626		$	1,285		$	5,282		$	2,185		$	1,886		$	9,416			($23,128	)	$	6,121		$	10,508			($348	)	$	30,115
Capital Expenditures	$0
Initial Capital			3,995,500		3,995,500		-	$	3,995,500		$	181,440		$	1,065,960		$	975,240		$	183,560		$	811,925		$	742,825		$	34,550		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Sustaining Capital			1,461,539		582,496		1,155,566	$	1,461,539			0			0			0			0			0			6,431			5,063			13,883			12,468			9,682			12,736			11,037			16,353			15,985			21,403			14,682			35,676			21,488			31,785			11,201			15,820			28,983			21,298			115,960			16,179			8,150			19,314			116,921			281,409			21,655			19,425			34,976			296,611			43,520			14,266			35,172			20,457			28,214			29,369			27,086			4,090			7,719			15,074			0
Sawtooth Capital Recovery			48,778		48,778		-	$	48,778			0			0			0			4,373			12,229			12,349			8,302			5,608			5,120			797			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
Total Capital Expenditures			5,505,817		4,626,774		1,155,566	$	5,505,817		$	181,440		$	1,065,960		$	975,240		$	187,933		$	824,154		$	761,605		$	47,915		$	19,492		$	17,588		$	10,480		$	12,736		$	11,037		$	16,353		$	15,985		$	21,403		$	14,682		$	35,676		$	21,488		$	31,785		$	11,201		$	15,820		$	28,983		$	21,298		$	115,960		$	16,179		$	8,150		$	19,314		$	116,921		$	281,409		$	21,655		$	19,425		$	34,976		$	296,611		$	43,520		$	14,266		$	35,172		$	20,457		$	28,214		$	29,369		$	27,086		$	4,090		$	7,719		$	15,074		$	0
CAPEX intensity ($/mt LCE)		$	2,061	$	2,647	$	904	$	2,061												0			0			2			1.6			4.3			4			3.1			3.8			3.3			4.9			4.8			6.6			4.6			11.3			6.8			10.1			3.4			4.7			8.9			6.2			34.8			5			2.5			6.1			38.3			89			6.9			6.5			11.3			95.9			14.2			4.8			11.7			6.9			9.8			10.8			8.3			1.4			2.6			5.1
Cash Flow before Taxes	$0		38,189,487		24,733,026		19,072,521	$	38,189,487			($181,440	)		($1,065,960	)		($975,240	)	$	91,235			($244,626	)		($195,665	)	$	980,438		$	1,434,003		$	1,291,555		$	1,202,422		$	1,487,781		$	1,286,630		$	1,334,676		$	1,440,598		$	1,264,649		$	1,233,934		$	1,248,469		$	1,199,165		$	1,191,235		$	1,335,326		$	1,251,565		$	1,202,039		$	1,318,219		$	1,132,939		$	1,177,184		$	1,240,914		$	1,110,463		$	940,520		$	919,512		$	1,158,070		$	1,023,494		$	1,066,254		$	730,827		$	969,282		$	984,642		$	860,257		$	837,490		$	795,150		$	616,412		$	1,023,065		$	968,447		$	762,923		$	754,676			($14,040	)
Cummulative Cash Flow before Taxes												($181,440	)		($1,247,400	)		($2,222,640	)		($2,131,405	)		($2,376,031	)		($2,571,696	)		($1,591,258	)		($157,255	)	$	1,134,300		$	2,336,722		$	3,824,502		$	5,111,133		$	6,445,808		$	7,886,406		$	9,151,056		$	10,384,990		$	11,633,458		$	12,832,623		$	14,023,858		$	15,359,183		$	16,610,748		$	17,812,787		$	19,131,006		$	20,263,945		$	21,441,129		$	22,682,043		$	23,792,506		$	24,733,026		$	25,652,538		$	26,810,608		$	27,834,102		$	28,900,356		$	29,631,183		$	30,600,465		$	31,585,107		$	32,445,364		$	33,282,854		$	34,078,004		$	34,694,416		$	35,717,481		$	36,685,929		$	37,448,851		$	38,203,527		$	38,189,487
Taxes			8,080,920		5,232,421		4,079,405	$	8,080,920		$	1,996		$	13,721		$	24,449		$	22,734		$	24,041		$	24,425		$	39,410		$	167,921		$	145,224		$	126,249		$	215,298		$	201,980		$	232,827		$	315,441		$	274,268		$	267,079		$	275,184		$	259,541		$	260,620		$	289,294		$	270,060		$	262,133		$	287,621		$	262,725		$	248,318		$	263,872		$	237,003		$	218,987		$	243,932		$	231,396		$	205,315		$	224,967		$	200,926		$	189,783		$	190,797		$	174,303		$	171,134		$	163,271		$	121,724		$	222,297		$	201,786		$	157,259		$	149,607		$	0
Cash Flow after Taxes	$0		30,108,567		19,500,605		14,993,116	$	30,108,567			($183,436	)		($1,079,681	)		($999,689	)	$	68,501			($268,667	)		($220,090	)	$	941,028		$	1,266,083		$	1,146,331		$	1,076,173		$	1,272,483		$	1,084,650		$	1,101,848		$	1,125,157		$	990,382		$	966,855		$	973,285		$	939,624		$	930,615		$	1,046,031		$	981,505		$	939,907		$	1,030,598		$	870,213		$	928,866		$	977,041		$	873,460		$	721,533		$	675,580		$	926,673		$	818,178		$	841,287		$	529,901		$	779,499		$	793,845		$	685,953		$	666,355		$	631,880		$	494,689		$	800,768		$	766,661		$	605,663		$	605,069			($14,040	)
Cummulative Cash Flow after Taxes												($183,436	)		($1,263,117	)		($2,262,806	)		($2,194,305	)		($2,462,973	)		($2,683,062	)		($1,742,034	)		($475,951	)	$	670,379		$	1,746,552		$	3,019,035		$	4,103,685		$	5,205,534		$	6,330,690		$	7,321,072		$	8,287,927		$	9,261,212		$	10,200,835		$	11,131,450		$	12,177,482		$	13,158,987		$	14,098,893		$	15,129,491		$	15,999,705		$	16,928,571		$	17,905,612		$	18,779,072		$	19,500,605		$	20,176,185		$	21,102,858		$	21,921,037		$	22,762,324		$	23,292,225		$	24,071,724		$	24,865,569		$	25,551,522		$	26,217,878		$	26,849,757		$	27,344,446		$	28,145,214		$	28,911,875		$	29,517,538		$	30,122,607		$	30,108,567
Period												0			1			2			3			4			5			6			7			8			9			10			11			12			13			14			15			16			17			18			19			20			21			22			23			24			25			26			27			28			29			30			31			32			33			34			35			36			37			38			39			40			41			42			42
Discounted Cash Flow after Taxes @ 0%												($183,436	)		($1,079,681	)		($999,689	)	$	68,501			($268,667	)		($220,090	)	$	941,028		$	1,266,083		$	1,146,331		$	1,076,173		$	1,272,483		$	1,084,650		$	1,101,848		$	1,125,157		$	990,382		$	966,855		$	973,285		$	939,624		$	930,615		$	1,046,031		$	981,505		$	939,907		$	1,030,598		$	870,213		$	928,866		$	977,041		$	873,460		$	721,533		$	675,580		$	926,673		$	818,178		$	841,287		$	529,901		$	779,499		$	793,845		$	685,953		$	666,355		$	631,880		$	494,689		$	800,768		$	766,661		$	605,663		$	605,069			($14,040	)
Cumulative Discounted cashflow after taxes @ 0%												($183,436	)		($1,263,117	)		($2,262,806	)		($2,194,305	)		($2,462,973	)		($2,683,062	)		($1,742,034	)		($475,951	)	$	670,379		$	1,746,552		$	3,019,035		$	4,103,685		$	5,205,534		$	6,330,690		$	7,321,072		$	8,287,927		$	9,261,212		$	10,200,835		$	11,131,450		$	12,177,482		$	13,158,987		$	14,098,893		$	15,129,491		$	15,999,705		$	16,928,571		$	17,905,612		$	18,779,072		$	19,500,605		$	20,176,185		$	21,102,858		$	21,921,037		$	22,762,324		$	23,292,225		$	24,071,724		$	24,865,569		$	25,551,522		$	26,217,878		$	26,849,757		$	27,344,446		$	28,145,214		$	28,911,875		$	29,517,538		$	30,122,607		$	30,108,567

Economic Indicators before Taxes		25 Yr LoM	40 Yr LoM	NPV with mid-year convention
NPV @ 0%	0.00%	$24,733,026	$38,189,487
NPV @ 6%	6.00%	$8,990,703	$10,836,234	10,827,003
NPV @ 8%	8.00%	$6,502,472	$7,490,888	7,482,674
NPV @ 10%	10.00%	$4,698,227	$5,236,790	5,229,714
NPV @ 12%	12.00%	$3,369,044	$3,667,306	3,661,294
NPV @ 16%	16.00%	$1,623,028	$1,718,738	1,714,465
IRR		23.80%	23.90%	23.90%
Payback	Years	5.1	5.1

Economic Indicators after Taxes		25 Yr LoM	40 Yr LoM	NPV with mid-year convention
NPV @ 0%	0.00%	$19,500,605	$30,108,567
NPV @ 6%	6.00%	$6,947,487	$8,398,919	8,391,585
NPV @ 8%	8.00%	$4,950,134	$5,726,852	5,720,319
NPV @ 10%	10.00%	$3,497,855	$3,920,727	3,915,096
NPV @ 12%	12.00%	$2,425,349	$2,659,351	2,654,570
NPV @ 16%	16.00%	$1,012,718	$1,087,688	1,084,310
IRR		21.20%	21.37%	21.40%
Payback	Years	5.4	5.4
Payback (discounted)	Years	5.4	5.4

Page 303

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

19.5Sensitivity Analysis

A sensitivity analysis was performed to examine variables in the economic model to understand the impact of the variables on the Project value and economics. The variables examined are lithium carbonate selling price, recovery, OPEX, CAPEX and liquid sulfur price. The change in Project NPV was estimated based on the defined increase or decrease of the particular variable. The results of this sensitivity analysis are presented on an after-tax basis in Figure 19-5 for Project NPV and Figure 19-6 for IRR.

Figure 19-5Sensitivity Analysis of Various Variables, After-Tax NPV, 8% Discount Rate

Source: M3, 2022

Page 304

Lithium Americas Corp.
Preliminary Feasibility Study, S-K 1300 Technical Report Summary,
for the Thacker Pass Project, Humboldt County, Nevada, USA

Figure 19-6Sensitivity Analysis of Various Variables, After-Tax IRR, 8% Discount Rate

Source: M3, 2022

The analysis demonstrates high sensitivity to lithium carbonate price, overall plant production, and operating costs. The Project is relatively insensitive to changes in initial capital or to sustaining capital costs.

Table 19-12 presents NPV and IRR at a range of discount rates for three lithium carbonate product selling price cases: -50% (downside), 0% (base-fixed), and +50% (high).

Table 19-12After-Tax NPV at 8% ($ Millions) and IRR

Economic Indicator	Unit	Value
NPV @ 8%	$ millions	$5,727
IRR	%	21.4%
Payback	Years	5.4
Payback (discounted)	Years	5.4

Selling Price ($/tonne)	$12,000	$24,000	$36,000
NPV ($-M)	($623)	$5,727	$11,829
IRR (%)	6.0%	21.4%	31.9%

Table 19-13 presents the sensitivity of NPV to different discount rates.

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Table 19-13NPV for Various Discount Rates (40-Year LOM)

Economic Indicators after Taxes	Years 1-25 of 40-Year LOM	40-Year LoM
NPV @ 0%	$19,500,605	$30,108,567
NPV @ 6%	$6,947,487	$8,398,919
NPV @ 8%	$4,950,134	$5,726,852
NPV @ 10%	$3,497,855	$3,920,727
NPV @ 12%	$2,425,349	$2,659,351
NPV @ 16%	$1,012,718	$1,087,688

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20Adjacent Properties

There are no adjacent properties that bear on the lithium properties and there are no nearby operating mines. There is no information used in this TRS that has been sourced from adjacent properties. No public drilling information was available or sourced for the development of the geological model.

The drilling and exploration activities at the Thacker Pass Deposit well defines the geology, Mineral Resources and Mineral Reserves. Due to this and the relatively simple geology at the Thacker Pass Deposit, material changes to the Mineral Resource estimates and Mineral Reserve estimates are not likely if adjacent property information is included in future estimates.

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21Other Relevant Data and Information

21.1Project Execution Plan

A proposed Project execution plan describes, at a high level, how the Project could be carried out. This plan contains an overall description of what the main work focuses are, Project organization, the estimated schedule, and where important aspects of the Project will be carried out. Key milestones of the proposed plan include the following:

• Early Works Construction Start - Q1 2023
• Notice to Proceed / Major Construction Start - Q3 2023
• Mechanical Completion - Q3 2026
• Production Ramp-Up - Q3 2027
• Phase 2 Construction - Mobilize Q4 2026
• Phase 2 Ramp up Complete - Q4 2030

21.1.1Focus

The proposed Project execution plan incorporates an integrated strategy for engineering, procurement, and construction management (EPCM). 

The majority of mechanical and electrical equipment required for the Project will be procured within North America. Concrete, building construction materials and timber products will be sourced primarily in the Western US region. Structural and miscellaneous steel, piping, tanks, electrical and miscellaneous process equipment will be largely sourced within the US, and to the extent practical, within the region. Some commodities, such as structural steel and fabricated piping materials, may be sourced out of country depending on cost and schedule.

21.1.2Engineering

The Project will enter the basic engineering phase, followed by detailed engineering. During the engineering phase, priorities for long lead procurement and early construction will be identified to that support the overall construction schedule. Engineering must be completed to the point that key procurement and construction activities have been decided contractually prior to the Project's Notice to Proceed. Some funding may need to be committed to achieve this status.

21.1.3Procurement

Equipment and bulk material suppliers will be selected through a competitive bidding process. Similarly, construction contractors will be selected through a pre-qualification process followed by a competitive bidding process. The Project will employ a combination of lump sum and unit price contracts as appropriate for the level of engineering and scope definition available at the time contracts are awarded.

Procurement of long lead equipment and materials will be scheduled with their relevant engineering tasks. This will allow the applicable vendor information to be incorporated into the design drawings and facilitate the delivery of equipment to site at the appropriate time, as well as support the overall Project schedule. Particular emphasis will be placed on procuring the material and contract services required to establish the temporary construction infrastructure required for the construction program.

Construction documents need to be completed for bidding, bids offered and received, and contractors accepted and prepared to begin work before the Full Notice to Proceed. Contractors will be selected, and a hold will be put on their contracts awaiting the release of funds and the notice to proceed.

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21.1.4Project Services

The EPCM contractor will be responsible for management and control of the various Project activities and will ensure that the team has appropriate resources to accomplish LAC's objectives. The EPCM integrated Project services system from construction documents through procurement, cost control, Project accounts, warehousing, and start-up.

21.1.5Construction Management

Construction will be completed in two phases for the plant, with Phase 2 concluding four years after the Phase 1 ends.

The construction program will start with Early Works after the Notice to Proceed. The completion of well water pipeline will be of the highest priority which will provide construction water to the mass civil works. It will be necessary to get the large earth-moving equipment onto the site to begin major work. This work will include the clearing and grubbing of the Process Plant building pads, access roads, tailings facility, and Mine Infrastructure.

Process Plant Area construction will begin in area blocks as mass grading is completed from South to North, starting with the Sulfuric Acid Plant, then moving to the Lithium Carbonate/ Magnesium Sulfate units, and finally the Mineral Beneficiation / Leach & Neutralization units. Once completed with the Process Plant building pads, civil crews will move onto the Mine Facilities, ROM, and Attrition Scrubbing areas with process construction to follow. Ancillary Facilities and other site infrastructure will continue installation throughout the schedule as areas become available and are of secondary importance to the critical path. Process Plant construction will finish with Commissioning. Ramp-up to 100% capacity should last less than one year following construction completion of each phase.

21.1.6Contracting

A combination of vertical, horizontal, and design construction contracts will be employed as best suits the work to be performed, and as best suits the degree of engineering and scope definition available at the time of award. A site-installed concrete batch plant will supply concrete to all construction contractors. A site-installed crushing and screening operation will be initiated to provide engineered soils materials (sand and gravel) for the benefit of the Project. The Owner-furnished Temporary Housing Facilities will be available to all construction contractors at their option. Should they opt out, they may provide for their own housing. Camp operations will be provided by LAC. Early piping and earthwork contractors will be expected to provide their housing, as they will be on site prior to the completion of the housing facilities.

21.1.7Labor

Construction labor will largely be sourced from regional general and specialty contractors. The labor market in northern Nevada and the surrounding region has been stressed in recent years similar to the overall labor market in the US. Provisions have been made in the plan of execution to account for attracting workers to the Project. The region has a mix of unionized and non-union labor.

21.1.8Construction Completion and Turn-Over Procedure

The Construction Completion Procedure is part of the Construction Quality Plan. Contractors are to enter into contractual agreements with LAC to perform certain portions of the work, which includes quality control of their work. Facilities will be verified and accepted in a stepwise documented process of mechanical completion and pre-operational testing. The main steps are as follows:

• Mechanical completion of components,
• Pre-commissioning of instrumentation,

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• Pre-operational testing of overall systems,
• Start-up by owner, and
• Full commercial production.

21.1.9Quality Plan

A Project-specific quality plan will be developed and implemented. The quality plan is a management tool for the EPCM contractor to maintain the quality of construction and installation on every aspect of a project. The plan will be developed during the engineering phase and available prior to the start of construction. The quality plan is designed to check for compliance with various technical and accounting activities that will take place.

21.1.10Health and Safety Plan

The Health and Safety Plan (HASP) will be established for the construction of the Thacker Pass Project and any other authorized work at the Project site. The HASP covers both contractor personnel and operational personnel working at the Project site and on any other sites authorized for Project work.

The HASP specifies regulatory compliance requirements, training, certifications, and medical requirements necessary for Project completion by contractors. Along with the Operations Procedures, the HASP is to be followed by all contractor personnel working at the site.

21.1.11Temporary Housing Transition

Temporary housing facilities will be built as a construction camp and made available for use by the Project workforce at their discretion. Workers may also elect to arrange their own accommodation in the area. The temporary housing facilities are expected to be used for Phase 1 of the Project, and then maintained for future use during Phase 2.

21.1.12Project Schedule

At the present time, a tentative overview schedule is shown in Table 21-1.

Table 21-1Overview Schedule

Source: M3, 2022

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21.2Limestone Quarry

One of the main reagents used in processing is limestone. In order to keep costs down and ensure consistent supply, LAC has evaluated several sources of limestone including existing market sources and two new sources located in Humboldt County. The sources in Humboldt County nearest to the Thacker Pass site are expected to provide more favorable transportation costs and vehicular emissions when compared to the projects that are further away.

LAC has evaluated one regional project (the "Limestone Quarry") in relation to the economics and schedule for availability of limestone product. The estimated delivery cost for limestone from this property was estimated to be $34.24/t. The pricing was based on a high-level scoping study. Additional work and information will be needed to confirm the limestone quantity, quality and delivery cost.

21.2.1Geology

Geological mapping and initial exploration drilling have been completed at the Limestone Quarry to define the limestone extents and grade. Eight drill holes have intersected the limestone zone. These drill holes were logged by LAC geologists and sampled at selected points along the core length for analysis. The point samples were designed to include one limestone and one chert sample for every logged interval (3-6 m).

The field mapping data along with the exploration drilling results were utilized to build a 3-D geological model to define the limestone zone for a scoping level analysis. Within the limestone zone, the drilling results were interpolated into a block model to better define the lithology in the limestone zone as limestone, chert, cherty-limestone, and volcanic waste. The assay point samples were then interpolated in the block model to estimate the grade of the limestone zone based on lithology.

Bulk density has not been sampled for the Limestone Quarry. The following bulk density assumptions were used based on the SME Mining Engineering Handbook, Geological Survey Bulletin 1144-E (Manger 1963), and Thacker Pass values for volcanic waste:

• Limestone: 2.62 t/m³ (dry)
• Cherty Limestone: 2.56 t/m³ (dry)
• Chert: 2.51 t/m³ (dry)
• Volcanic waste: 2.51 t/m³ (dry)

It is recommended that the limestone core be analyzed as full-length samples, rather than point samples, to better define the density, grade, neutralization, and physical characteristics. The current geological and block models demonstrate a scoping level analysis, but this is subject to change based on additional sampling and analysis of the core.

21.2.2Quantity and Quality

LAC provided a range of delivered limestone tonnes. The range of limestone tonnes over the 40-year life of mine are in Table 21-2. The grade required is 77-100% CaCO₃ Purity (Average 88%).

Table 21-2Delivered Limestone tonnes (LS)

	Minimum LS MT	Average LS MT	Maximum LS MT
Delivered	14.4	17.9	23.0

To validate that the limestone ore body has the required tonnes of limestone as shown in Table 21-2 and the required grade, a pit shell was developed in the block model using the parameters below.

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• 30-meter benches
• 70-degree bench face angle
• 5-meter catch bench (Overall wall angle 62°)
• 25-meter haul roads
• 10% haul road grade
• 10% loss

A Run of Mine (ROM) limestone tonnage was achieved by applying the 10% loss to the delivered limestone tonnes. Table 21-3 shows the ROM limestone tonnes required to be mined along with the limestone tonnes required to be delivered.

Table 21-3Delivered and ROM tonnes

	Minimum LS MT	Average LS MT	Maximum LS MT
Delivered	14.4	17.9	23.0
ROM	16.0	19.9	25.5

The 40-year pit shell that was developed in the block model is shown below in Figure 21-1.

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Figure 21-1Limestone Quarry pit outline

A cross-section of the orebody is shown below in Figure 21-2.

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Figure 21-2Limestone Quarry cross section A-A'

The tonnes of limestone at a cut-off-grade of 60% CaCO₃ and waste for the pit shell are shown in Table 21-4. The 10% loss in limestone was added into the waste category.

Table 21-4Pit shell material quantities and quality

Bench Height (m)	Cumulative Limestone CaCO3 (wt.%)	Cumulative Limestone (MT)	Cumulative Waste (MT)
1410	88.7	0.2	0.5
1380	89.2	3.1	5.0
1350	90.4	9.5	10.1
1320	90.8	17.0	13.9
1290	90.7	24.0	17.4
1260	90.7	28.4	20.2

21.2.3Mining Method

The process to mine and deliver the limestone to Thacker Pass is as follows:

• Ore and waste will be drilled and blasted by a contractor
• Blasted waste will be hauled from the pit and placed into a waste storage facility
• Blasted ore will be loaded into a mobile in-pit crusher
• Limestone will be crushed to 3-inch minus and stacked into a stockpile
• Stockpiled limestone will be loaded into on-highway trucks

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• Limestone will be hauled to Thacker Pass by a contractor with on-highway trucks

21.2.4Costs

The mining, crushing, and transportation costs have been estimated at a scoping study level with the following assumptions:

• Initial infrastructure capital to develop a road from the highway to the limestone work area
• Initial and sustaining capital for
  • Wheel loader to feed the crusher and load on-highway trucks
  • Motor grader to maintain roads and work area around the crusher
  • Crusher, conveyor, and stacker
• Operating cost to perform the following work effort:
  • Drill & blast and on-highway trucking
    • Based on quotes from contractors, a conservative weighted average unit cost rate ($/tonne) was used to derive the cost
  • Feed crusher, load on-highway trucks, and perform other support activities
    • Assigned productivities to activities to derive equipment and labor hours
    • Cost-per-hour rates for equipment and labor were applied to the hours to derive the cost
  • Overhead costs were included for supervision, outside services, etc.
• Waste haulage and other minor costs has been included within the contingency

Table 21-5 shows the breakdown of costs by category for the delivery of limestone to Thacker Pass.

Table 21-5Limestone Delivery Cost per tonne

Category	$/tonne	Description
D&B/LHD/Crushing	$3.14	D&B, crushing, LHD and equipment/labor cost
On-highway haulage	$24.55	Contractor haulage, loading cost
Support	$0.49	Equipment/labor cost
Water haulage to the site	$0.47	The contractor cost to haul water to the site
Other	$4.90	Supervisor, contingency (waste haulage and other), overhead, profit
Capital	$0.69	Equipment capital
Operating & Capital Total	$34.24

Available LAC drilling data for Limestone Quarry has been evaluated and quality checked. Haulage routes are under development.

21.2.5Permitting

LAC has been collecting baseline environmental data to characterize conditions at the Limestone Quarry (see Section 21.2.6). Shortly after a quarry plan is developed, LAC will initiate permitting of the Limestone Quarry. LAC is expecting that permitting of the limestone source will require approval of a Plan of Operations from the Bureau of Land Management (BLM) and state permits including a Water Pollution Control Permit, air quality permit, and reclamation permit.

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The Limestone Quarry is expected to encompass a smaller footprint than the Thacker Pass Project. Based on experience with permitting the Thacker Pass Project and considering current NEPA guidance from the U.S. Council on Environmental Quality, LAC anticipates that permits could be secured within 2 years.

This schedule would allow for the Limestone Quarry to provide a source of metallurgical grade limestone to the Thacker Pass Project (and potentially other buyers) in advance of Thacker Pass commissioning. The anticipated schedule for completing permitting by mid-2025 also allows for approximately one year of buffer time in advance of commissioning, to account for unforeseen delays relating to scoping and permitting of the Limestone Quarry. Existing market sources are expected to be available for short-term supply of limestone in the event of any delays with advancing the Limestone Quarry.

21.2.6Baseline Characterization

LAC completed initial baseline studies in 2021 to characterize existing conditions in the Limestone Quarry Project area. Biological baseline studies included soils, vegetation communities, special status plants, noxious weeds and invasive species, raptors, burrowing owls, migratory birds, kangaroo mice, pygmy rabbits, bats, greater sage grouse, and other wildlife.

Cultural baseline surveys included a Class III Cultural inventory and a Paleontological Resources Evaluation. The inventory was sent to the BLM and the State Historic Preservation Office (SHPO). Paleontological surveys determined that proposed excavation of limestone will not negatively impact significant fossil-bearing units.

Hydrologic baseline studies included seep and spring monitoring and groundwater monitoring. Initial data collection suggests deep piezometric levels below the Project area, ranging from approximately 60 feet to 500 feet. No aquatic resources are present in the Project area. Features do not have a connection to interstate of foreign commerce, are not tributaries, and do not meet the significant nexus standard. The Jurisdictional Determination for Aquatic Resources was submitted to the US Army Corps of Engineers and is pending approval.

Once a quarry plan is developed and LNC initiate consultations with the BLM resources specialists, additional baseline data collection may be required.

21.3Transload Facility

High volume raw materials are generally expected to be shipped by rail to a transload facility to be constructed for the Thacker Pass Project in Winnemucca, NV. Quicklime is anticipated to be shipped via the Graymont-owned existing Golconda terminal.  The Winnemucca facility is designed for molten sulfur, which requires a receiving site capable of fully melting tankers prior to unloading. The switch yard of the facility will allow for warm storage/melting of 48 rail tankers, which represents 4 days storage for Phase 1 of the Project, and 2 days storage for Phase 2. Incidental to warm storage will be a variable number of other tankers on site as fresh shipments are dropped off and empty tankers retrieved.

The design of the transload facility has been advanced to an FEL-2 level of design by Savage Services Corporation (Savage) for the purpose of this study (+30%/-15%). Currently, only molten sulfur to tank, soda ash direct to truck, and miscellaneous bulk liquid direct to truck are captured in Phase 1 construction costs for the Thacker Pass Winnemucca transload terminal. Miscellaneous, low-volume palletized shipments may also be offloaded direct to truck without construction of a dedicated spur (caustic, antiscalant, HCL, diesel, sulfuric acid, etc.). All capital costs for the Winnemucca transload terminal are assumed to be borne by the Thacker Pass Project, and all operating costs are assumed to be borne by the integrator operating the terminal.

Phase 1 capital and operating costs assume the following exclusions for other reagents, though they may be reevaluated for Phase 2 to optimize logistics costs:

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• Quicklime will be handled through Graymont's existing Golconda terminal, which will only require minor modifications to add a dedicated storage silo for the Thacker Pass Project as a high-volume user. All Golconda capital costs are assumed to be borne by Graymont.
• Flocculant will be shipped directly to site by truck.
• Small volume reagents are priced as being shipped direct to site for purposes of this report.

Full design assumptions may be found in Savage's 11/8/22 "Transload Terminal FEL Summary Report" Revision 2. Figure 21-3 shows the overall site layout for both phases of the proposed facility.

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Figure 21-3Transload Facility Site General Arrangement

Note: Green signifies Phase 1 and Purple signifies Phase 2.

Source: Savage Services Corporation, 2022

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21.3.1Design Criteria

The Winnemucca transload terminal CAPEX estimate includes the scope described below for each phase. This capacity is believed by the integrator (Savage Services Corporation) to comfortably exceed the nominal demand of 340,000 t/a of sulfur for each phase, given constraints associated with sulfur shipments. The following scope is assumed for each phase of Project operation:

1.Phase 1 - (1,000 TPD molten sulfur)

a.Installation of a switch on the Nevada Sub

b.Spurs for Drop, Pull, Index and RIP.

c.Sulfur unloading spurs, platforms, sump and (2) pumps (P‐101A/B)

d.Sulfur tank (TK‐101)

e.(2) pumps for the truck loading rack, (P‐203A/B)

f.Sulfur truck loading rack; (2) spot, double sided

g.Soda Ash transloading spur, silo and truck loading area

h.Boilers;(2) primary and (1) spare for steaming up to 36 railcars, heat tracing & tank coils (F‐101A/B/C)

i.Bulk liquid transload spur and road, for mobile transloading equipment

j.Supporting utilities including electrical infrastructure, a caustic scrubber, fire water and supplied breathing air.

k.Roads and buildings

2.Phase 2 - (2,000 TPD molten sulfur)

a.Additional sulfur storage tank (TK‐102)

b.Pump (P‐303C) to support the new truck loading rack

c.Completion of the rail loop with roads running parallel to the tracks

d.Additional truck loading rack; (2) spot, single sided

e.Sulfur unloading spur extensions with a new (3) spot rack and pump

f.Quicklime transloading spur, silo and truck loading area

g.Additional (2) boilers (F‐101D/E)

21.3.2Cost Basis

Capital costs for this report are developed by Savage to an FEL 2 level of (+30%/-15%), according to the design criteria in the preceding section with the following exclusions:

1.Boiler capacity to meet NFPA snuffing steam standards

2.Savage overhead and profit and/or any fees

3.Permitting costs/fees, wildlife and environmental studies

4.Builder's risk insurance

5.Underground utility protection, modification or moves

6.Guardhouse

7.Fire suppression halogen system

8.NV Energy power distribution modifications or supply

(Note: escalation was mistakenly listed as an exclusion in the latest Savage report documentation, though it has subsequently been confirmed that escalation was applied to bring all costs to 2022 dollars)

Currently, only modest capital increases are considered in the Phase 2 Winnemucca transload facility. OPEX optimization may drive exploration into additional options during Phase 2, such as flocculant handling through transload, installation of additional silos, and/or purchasing of dedicated trucks to be driven by cross-trained transload operators. These costs are not included in CAPEX or OPEX estimates used in this report, but represent potential savings to be considered during the next design phase.

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Transload operating costs assumed for this study come from three sources:

• Quicklime transloading quote from Graymont, 11/12/22
• Boiler fuel/duty outlined in the "Basis Calculations" section of Savage's 11/8/22 "Transload Terminal FEL Summary Report" Revision 2
• Survey pricing from current Savage customers (dry bulk, liquid bulk, and molten sulfur)

21.3.3Permitting

LAC has evaluated several locations for a transloading facility in or near the city of Winnemucca Nevada to allow for the transfer of raw materials including liquid sulfur, soda ash and quicklime for delivery to the Project site. Upon finalizing the location and design, permitting of the transloading facility will commence. Based on the current design, LAC is expecting permitting will require an air quality permit from the state, as well as several smaller permits required by the state and county.

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22Interpretation and Conclusions

The mineralization within the volcanogenic clays in the Thacker Pass Project area are of economic grade and suited to open-pit mining operations. The proven and probable Mineral Reserves were estimated from forecasted lithium carbonate sales price, capital investment required for mine and processing plant development, operating costs for mine and processing plant production, mineral and metallurgical process data engineered to produce lithium carbonate economically, and ability to acquire all necessary permits and approvals.

The Project is viable at this stage of development based on the findings in this report, provided the mentioned risks are mitigated and the design development process shows continued favorable results from the designed process. The recommendations as described in Section 23 are typical design development tasks and/or are studies with potential to optimize efficiency, reduce operational and financial risk, or lower capital cost.

22.1Mineral Resource and Mineral Reserve Estimate

The Thacker Pass Project is set in the moat sediments of a large extinct caldera.  The nature of the deposit is sub-horizontal with consistent grades over large lateral distances.  The mineralization is at or near surface and made up of a claystone and ash mix that can be free dug without blasting using conventional mining equipment.  The 2022 Resource Estimate consists of 325.2 Mt of Measured Resource averaging 1,990 ppm Li for 3.4 Mt of lithium carbonate equivalent, 895.2 Mt of Indicated Resource averaging 1,820 ppm Li for 8.7 Mt of lithium carbonate equivalent and 297.2 Mt of Inferred Resource averaging 1,870 ppm Li for 3.0 Mt lithium carbonate equivalent.  A cutoff grade of 1,047 ppm Li and an open pit shell were used to constrain the resource estimate based on break even economics.  The cost to remove constructed structures was included in this economic evaluation.

Bulk density for claystone/ash mineralization at 1.54 g/cm³ and 2.04 g/cm³ were applied to the resources and tonnages were re-estimated to show the effect of bulk density sensitivities. This resulted in an increase in mineralization tonnes by 14% when compared to the default density of 1.79 g/cm³, assuming a 2.04 g/cm³ bulk density factor and a decrease in mineralization tonnes by 14% compared to the default density of 1.79 g/cm³ when assuming a 1.54 g/cm³ bulk density factor.

The proven and probable Mineral Reserve ore tonnages for a 40-year mine life constitute 217.3 Mt. Proven and Probable Mineral Reserves total 3.7 Mt lithium carbonate equivalent over the 40-year mine life.

Illite mineralization has a higher recovery than smectite and mixed zone mineralization. Additional studies or exploration should be performed to identify if more illite mineralization exists within the PoO boundary.

22.2Mining

Since the completion of the PFS (NI 43-101 compliant Technical Report) report dated August 1^st, 2018:

• Two geotechnical studies have improved the reliability of the pit slope design and the main haul road design.
• A water diversion has been incorporated into the pit design.
• More efficient in-pit waste dumping results in the Coarse Gangue Storage facility not needing to be fully built and the East Waste Rock Storage Facility not being constructed or needed.
• Ore processing test work and statistical analysis has allowed for improved mine ore selection.
• Mining equipment and operating costs have been defined to support the Project.

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22.3Infrastructure

Infrastructure required for the execution and operation of the Project can be delivered. The Project resides in a mining jurisdiction where labor, housing, and support is available. Key aspects of the infrastructure include:

• Storage facilities are geotechnically stable and sized for storing the Project's quantified overburden and process plant reject materials over the Project's 40-year life.
• The clay tailings filter stack (CTFS) has excess capacity to meet the Project's 40-year life.
• Water demand for the Project during Phase 1 is less than the secured water rights of 3.5 Mm³ (2,850 acre/ft) per year. The water right transfer is awaiting NDWR approval. Water rights for Phase 2 have not yet been acquired. The basin is fully appropriated therefore the acquisition of Phase 2 water rights will require a transfer from rights that are currently applied. The successful transfer of water rights for Phase 1 production and successful acquisition and transfer of water rights for Phase 2 need to be completed.
• Power requirements are defined for the Project. On site power generation using waste heat from the Sulfuric Acid Plant(s) and transmission grid upgrades by the local power provider (Harney Electric) are defined for both Phase 1 and Phase 2. All power supply to Harney Electric will be provided by Bonneville Power Administration (BPA) once NV Energy's Greenlink West project is completed, which is expected in December 2026. LAC, HEC and NV Energy are working together on an interim power plan for the months between commissioning and Greenlink coming online.

22.4Environment

Work to-date has demonstrated that the Project can expect to receive all necessary environmental permits and licenses. The key risks that may impact the Project include:

• Successful approval of material environmental applications is required so as not to delay the start of construction activities.
• Administrative and judicial appeals have the potential to delay the start of construction activities; if any re-work is required by an appeal, additional regulatory considerations and possible design updates may be warranted. Receipt of revised Project permits would still be expected, but on a delayed timeline.
• NDWR, State Engineer may not grant or may delay approval of water rights transfer to the Project, which may delay the start of operations.
• Water quality and use applications are based on the initial mine plan to operate above the water table. Adaptive Management considerations stipulated by BLM will be implemented to facilitate a future permit application for deeper operations in the eastern pit area at some point between Year 16 and Year 24. Permitting for that phase would be addressed with State and Federal regulators well ahead of time to mitigate risk of mine-plan disruption.

• The risks related to environmental and operational permitting may affect the Project timeline but are not expected to materially affect the economic viability of the Project.
• Amendments to existing environmental permits will likely be required that reflect the current facility and flowsheet. These are considered minor for Phase 1.
• Update the Annual Reclamation Obligation (ARO) strategy during detailed engineering for the life of mine.

22.5Economics

The economic analysis of the Project includes:

• Production of 2.7 Mt of lithium carbonate over a 40-year period.

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• Initial capital requirement of $3,995.5 million to construct Phase 1 and Phase 2 over a seven-year period.
• Average annual production cost per tonne of lithium carbonate over a 40-year period of $7,198.
• Average price per tonne of lithium carbonate over a 40-year period forecasted to be $24,000.
• Average annual EBITDA over a 40-year period estimated to be $1,093.5 million.
• Average annual sustaining capital over a 40-year period of $37.8 million (excluding capital repayment).
• Economic indicators for 40-year base case: $5,726.9 M NPV, 21.4% IRR, undiscounted payback period of 5.4 years (on an after-tax basis with an 8% discount rate applied).

The Project economics are most sensitive to the selling price of lithium carbonate. A low-end sales price that is 50% below the projected selling price results in a decline in NPV (8%, after-tax) to -$623 M, whereas a 50% higher selling price increases the NPV (8%, after tax) to $11,829 M. IRR is estimated at 6.0% and 31.9% respectively.

The Project is less sensitive to production levels. A ±10% variation in extraction of lithium results in a corresponding increase/decrease in IRR of -2.4% and +2.4%, respectively%. CAPEX sensitivity of ±20% has an IRR effect of -1.3% or +1.3%. Sulfur price affects IRR -1.0% or +0.6% for the levels considered (+80% -50%). All other raw materials, mining, power, and operating labor affect IRR sensitivity by less than 0.3% each for the ranges presented in this report.

Overall, the Project is resilient to market changes in raw materials, lithium extraction fluctuations, and CAPEX.

22.6Metallurgy

Metallurgical and process development testing performed to-date has been used for flowsheet development, various equipment selection, definition of operating parameters and development of process design criteria. All test work was performed on material collected from the proposed pit at the Thacker Pass deposit and is considered representative of the ore body. In instances where data was not available, assumptions were made based on best industry practices and recommendations, and/or from best estimates by the LAC engineering team and process consultants familiar with the metallurgical processes associated with the Thacker Pass Project and lithium production.

The Project will be the first of its kind with respect to lithium extraction, and therefore lithium carbonate production, from clay mineralization. As such, technical challenges could occur.  The technology utilized in this Project is not new to mineral, metallurgical and chemical processing; however, it is being used in a novel way.

22.6.1Attrition Scrubbing

Attrition scrubbing has proven to be an effective method to separate lithium containing clays from coarse gangue material. This is done to upgrade the clay feed to the plant and remove non-valuable material as waste. The flowsheet includes two stages of attrition scrubbing. The first "mild" stage of scrubbing is performed in a log washer and removes the easily separable clay from ROM via washing under mild agitation. In the second "intense" stage, the log washer discharge solids are sent to attrition scrubbers to separate the remaining clay by high intensity agitation.

22.6.2Classification

The attrition scrubber discharge slurry is classified using hydrocyclones followed by hydraulic classifiers to separate clay from gangue mineralization. The hydrocyclone circuit was designed based on a target separation size of 75µm. The cyclone underflow is fed to a hydraulic classifier which further separates any clay present. Test work has demonstrated that cyclones combined with a hydraulic classifier can make a very sharp separation at 75µm. The hydraulic classifier underflow discharges onto dewatering screens to further recover clay fines. Based on large-scale pilot testing, the mass of coarse gangue rejected aligns with the expected LOM pit ash content (approximately 34% of total mass). Pilot testing validated a lithium recovery of 92% reporting to the clay (fines) fraction.

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22.6.3Solid-Liquid Separation

The lithium bearing clay slurry will be dewatered in two stages, a high-rate thickener to achieve 20-25% solids followed by decanter centrifuges to generate a discharge slurry of 55% solids. The thickener design and flocculant dosage were based on independent bench scale test work by four vendors. Pilot scale testing of a decanter centrifuge has confirmed, over multiple batches, that 55% solids is achievable.

22.6.4Acid leaching

Based on external acid leaching bench scale testing, an acid dose of approximately 490 kg H₂SO₄/tonne leach feed solids was found to be optimal to maximize lithium production. This was used as the design acid addition. Large scale batch leaching of clay has been performed by LAC over the past 3 years, and these data were used to build an empirical predictive model of lithium leach extraction as a function of the slurry composition. This model was used to optimize the mine plan to maximize lithium production. Based on the mine plan and leach correlation and the beneficiation and leach variability study, an average of approximately 87% lithium extraction is expected in the acid leach circuit.

22.6.5Neutralization

Pulverized limestone and recycled magnesium hydroxide-bearing solids from the magnesium precipitation circuit have proven effective to neutralize residual acid in the leach residue and bring the final pH to a target of approximately 6.5. It has been confirmed that lithium in solution does not precipitate during the neutralization step. Test work has demonstrated good reagent efficiency and has been used for consumption estimates. The target limestone particle size of 44 microns was developed through pilot testing.

22.6.6Neutralized Slurry CCD & Filtration

A combined CCD and filtration circuit was selected to minimize losses of lithium contained in the residual moisture in the filter cake. The circuit consists of seven stages of CCD coupled with a final stage of filtration in recessed plate filter presses. Recovery of lithium in solution for the circuit is estimated to be approximately 99%. Geotechnical testing shows the filter cakes are suitable for stacking.

22.6.7Calcium, Magnesium and Boron Removal

Pilot scale tests have demonstrated that on average 79% of magnesium in neutralized brine can be removed via a flash cooling crystallization approach (Aquatech, 2021). A multistage MgSO₄ cooling crystallization circuit has been selected for the flowsheet. The residual magnesium in the liquor discharging the crystallization circuit is removed by addition of milk-of-lime in the magnesium precipitation circuit. Testing has demonstrated that low levels of magnesium can be achieved at high reagent efficiency (Hazen, 2021a). Calcium is primarily removed by precipitation with Na₂CO₃ followed by ion exchange. Bench scale testing has shown that calcium can be reduced to low levels in a dilute brine using sodium carbonate without precipitating lithium. Ion Exchange following calcium precipitation has been tested and found to reduce divalent ion concentrations, i.e., Ca and Mg, to very low levels. Boron is subsequently removed to very low levels from the brine via ion exchange (Aquatech, 2022b). Pilot testing of Ion Exchange columns is in progress and will be completed in Q1 2023.

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Calcium and magnesium are removed from the concentrated soda ash solution using ion exchange prior to being used in the lithium carbonate crystallization circuit.

22.6.8Lithium Carbonate Purification & Crystallization

Pilot scale test work has confirmed a conventional three-stage circuit for Li₂CO₃ production including primary Li₂CO₃ purification, lithium bicarbonate dissolution and secondary Li₂CO₃ purification is necessary to achieve battery quality product (Veolia, 2020).

Additional pilot scale simulation of the commercial circuit verified key design criteria, equilibrium concentrations, reagent consumptions, and power demand. Over 19 kg of battery quality lithium carbonate (>99.5 wt%) were produced with an overall circuit lithium recovery of >96.0% (Aquatech, 2022a). LAC has produced over 5 kg of battery quality lithium carbonate following the same process design criteria that were confirmed during the Aquatech testing. This work was completed at their Technical Center in Reno, NV with the same three-stage circuit (Lithium Nevada, 2022).

22.6.9ZLD Crystallization

Pilot scale test work has shown sodium and potassium can be removed as sulfate salts in a conventional ZLD crystallization system without crystallization of lithium. It has also verified the design ZLD mother liquor and crystals composition and demonstrated no loss of lithium to crystals (Aquatech, 2022a). Similarly, internal pilot testing at the LAC Technical Center has confirmed that lithium loss to crystals can be avoided if the mother liquor composition is controlled (Lithium Nevada, 2022).

22.6.10Water and Reagents

Sufficient water supply is permitted for the current flowsheet design and operating parameters. The water demand is estimated to be approximately 5% below currently available limits. Even small demand increases above current estimates have the potential to impact production if additional water rights are not obtained.

A number of recirculating water inputs and outputs for the heat/mass balance are currently rectified outside of the steady-state Aspen process model with a linked excel sheet that assumes fixed temperatures and concentrations. No critical concerns have been identified that would impact process performance or reagent consumption. A complete heat/mass balance to account for raw water requirements for the entire process would minimize risk and uncertainties associated with the Project.

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23Recommendations

Lithium Americas has performed an FEL-3 level estimate based on 2022 pricing for the Project and expects to receive final permits in 2023 to begin construction. Next steps include:

• Secure financing for the Project for the construction and execution of Phase 1 and Phase 2.
• Continue into detailed engineering for the Project and perform value engineering to minimize costs and reduce risks.
• Evaluate the applied contingency required for Phase 1 and Phase 2 CAPEX during detailed engineering.

The sections that follow describe areas that have recommendations for increasing Project certainty.

23.1Environmental Permitting

It is recommended LAC continue their current permitting strategy to develop positive community support and streamline final Project approval as outlined below. Costs for these activities are carried in the LAC 2022 operating budget.

• Maintain regular consultation activities with all appropriate Federal, State, and local regulatory agencies. These agencies include the BLM Winnemucca District Office, the various NDEP Bureaus, the appropriate Humboldt County departments and other Federal and State agencies as deemed appropriate. These meetings will keep the regulatory agencies up to date on Project activities and allow them to provide decisions on permits in a timely manner.
• Maintain engagement with local communities, including the City of Winnemucca, and the communities of Orovada, King's River and Fort McDermitt. These meetings are beneficial in developing and maintaining community support by being transparent on social and economic aspects of the Project. They also provide a forum to identify and address concerns, which will allow LAC to address these issues at the earliest possible opportunity and avoid potential delays.
• Amend the necessary permits with proposed modifications, where applicable to match the current design of the process. Minor modifications to those amendments are typical and generally require 6 months for approval once submitted.
• Begin installation of monitoring infrastructure upon final permit approvals to establish long-term data monitoring. This is estimated to take 6 months to 1-year.
• Successfully transfer Phase 1 required water rights in 2022 and secure future water rights for Phase 2.

23.2Mining

It is recommended that a material density and swell factor study/test should be done on the ore and waste material. The study will involve excavating and loading of ore and waste material. The study will aid in ensuring that mining equipment (haul truck beds and excavator buckets) is properly sized. The estimated cost for the study/test is $500,000.

23.3Exploration

Developmental drilling in the northwest area of the pit shell should be performed to better define the resources in the initial mine pit area. The northern margins along the Montana Mountains should be drilled to further define the contact between the ore body and the mountains. The eastern boundaries of the permitted pit should be drilled to better delineate the clay to basalt contact and to better understand the correlations between the different basalt flows. Acquiring additional samples and assays to better understand the lithium mineralization at this contact would further refine the resource model. Additional exploration in the areas that are permitted for exploration (Figure 17-1) is recommended to target additional illite clays. The cost for the proposed additional exploration, drilling, testing and studies is estimated in the range of $3 million to $5 million.

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Additional studies or exploration should be performed to identify the extent of illite mineralization in order to improve lithium production and the sites economics. This program could include:

• A thorough XRD (x-ray diffraction) campaign on new (and existing) core will more accurately define boundaries between the smectite, illite, and mixed zones as well as lateral variations in clay type thicknesses.
• Infill and exploration drilling to define the extent and thickness of illitization within the PoO boundary.
• A detailed geochemical-mineralogical study to more closely define the indicators of illite.
• Continued research on the nature of the clay layers in the mixed zone; interstratified, distinct, or vein-like.
• Additional research on the origin of the deposit including timing of mineralization and refinement of the genetic model.
• A density study should be initiated to determine the bulk density variation within the ore body.
• A low-grade lithium standard should be developed and included as part of the QA/QC program.
• Standards and blanks should be developed and included for deleterious elements as part of the QA/QC program.

Additional geological model refinements could include: updated block size selection, updated fault trace mapping, updated basalt zone domaining, updated lithological domaining, updated resource classification, and updated composite length selection. These improvements will likely have minimal impacts on the global Mineral Resource grade and tonnage estimates, but could allow for changes at the local level.

23.4Metallurgical Testing

Major recommendations are listed below and grouped by process areas.

The LAC pilot plant in Reno, NV will be used for future testing in support of detailed engineering for the Project. Preparation of samples required by equipment manufacturers may be necessary to support equipment selection. The cost estimated is $100,000.

23.4.1Solid-Liquid Separation

To reduce CAPEX and OPEX, test other decanter centrifuge and flocculant manufacturers. The estimated cost is $50,000.

The thickener underflow rheology should be evaluated and the pump and pipeline design confirmed by an expert in slurry flow. The estimated cost is $120,000.

23.4.2Acid leaching

The areas of opportunity identified include fast leach kinetics and acid dosage.

The fast leach kinetics merit further investigation. Leach optimization studies should be conducted to fine tune the leach parameters in an attempt to reduce operating costs. Leach extraction efficiency is a primary focus of LAC, and those investigations will take place both internally and with independent research partners.

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Sensitivity analysis shows that improvement of leach extraction will result in a significant improvement in Project economics. The estimated cost is $200,000.

Corroborative testing will be necessary to ensure the validity of the optimized leach parameters. Have an external laboratory perform leach testing in parallel to LAC and compare results. The estimated cost is $20,000.

Slurry level of agitation merits further study to ensure that sufficient mixing in plant equipment matches lab parameters. Mixing studies should be conducted to develop leach slurry rheology data required for agitator design. Energy requirements will be determined on the optimum design for agitation of the leach vessels. The estimated cost for this study is $50,000.

The leach slurry rheology should be evaluated, and agitator design confirmed by an expert in mixer design. The estimated cost is $120,000.

23.4.3Neutralization

It is recommended to verify that contaminants will not build up in the neutralization circuit due to the recycled magnesium precipitation stream. LAC has budgeted and will perform testing that will include the recycle stream in 2022.

The neutralized slurry rheology should be evaluated. The estimated cost is $20,000.

23.4.4Neutralized Slurry CCD & Filtration

To reduce OPEX, test other flocculants. The estimated cost is $50,000.

Pilot scale filtration testing should be performed on washed, neutralized slurry to confirm the number of CCD stages and filters in the design. Li losses should be evaluated as well to confirm the estimates included in the design criteria. The estimated cost is $70,000.

23.4.5Calcium, Magnesium and Boron Removal

It is recommended to perform bench scale testing to determine the minimum concentration of calcium achievable without precipitating lithium in a lithium-concentrated brine. It is also recommended to perform testing on various IX resins to confirm efficacy for the divalent ion removal from the brine and soda ash solution, and boron removal from the brine. Pilot testing is currently underway to generate data that will be used for final column design, as well as operating and regeneration conditions. The testing is expected to be complete in Q1 2023. The estimated cost is $20,000.

23.4.6General

23.4.6.1Specific Gravity

Testing is recommended to validate specific gravity and viscosity measurements of solids and solutions used to size equipment in various stages of the process. This will ensure that equipment and piping are properly sized. The estimated cost is $50,000.

23.4.6.2Steady State Aspen Process Model

It is recommended to incorporate all recirculating water inputs/outputs into the Aspen process model to automatically account for the energy and water flows throughout the process. This will more accurately estimate the water consumption and the design parameters for equipment that is sized based on the heat balance, but more importantly eliminate risk for errors associated with manual input and the inability to reconcile streams in other areas of the process. The estimated cost is $20,000.

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23.5Infrastructure

It is recommended that the Bonneville Power Administration (BPA), Harney Electric (HEC) and LAC finalize interim power planning and complete contracting for Phase 1 and Phase 2 power import. 

It is recommended that contingency plans be developed to commission and potentially operate the facility at reduced capacity for an extended duration if BPA import power availability is delayed beyond schedule requirements for Phase 1.

It is recommended to secure water rights for Phase 2 after Phase 1 becomes operational. Required funds to acquire additional water rights are included in the initial capital costs. Additionally, water table levels should be monitored at production wells and surrounding monitoring wells throughout operation to ensure the aquifer levels continue to support water demand for the Project.

It is recommended that further studies be done to determine available aggregate material on site for construction use. Not having sufficient quality aggregate material on-site or nearby could negatively affect construction costs. The estimated cost of the studies is $300,000.

23.6Limestone Quarry

Analysis of the limestone core as full-length samples is recommended, rather than point samples, to better define the density, grade, neutralization, and physical characteristics. Current geological and block modelling demonstrates a scoping level analysis but is subject to change based on additional sampling and analysis of the core. The estimated cost is $35,000. Equipment size and other affected areas should also be reviewed based on the quality.

It is recommended that the limestone model be updated based on updated sampling and analysis of core, and that a detailed mine plan be developed based on the updated model. The estimated cost is $200,000.

It is recommended that work for all permit applications be started. Permit work includes a Plan of Operation for submission to the BLM, along with state permits including a Water Pollution Control Permit, Air Quality Permit, and Reclamation Permit.

It is recommended that surface rights be acquired for road from highway to mine area. The access road will need to be upgraded. It is also recommended that additional mining claims or surface rights be acquired to expand the processing area if needed and for a waste dump.

It is recommended that water rights be acquired so a well can be drilled. Water will be used for dust suppression, crushing and haulage. The estimated cost is $500,000.

23.7Execution Strategy Impact

Any project associated with emerging products or commodities will present unique market risks. The Thacker Pass Project requires use of a new process that has a high capital investment requirement. The United States and other major world economies have experienced historically high inflation during the compilation of this report. Lithium prices have experienced historic volatility over the past 4 years. It will likely continue to vary in the short term as major automakers endeavor to expand electric vehicle offerings to the mass market and transition away from fossil fuel energy; this requires extreme increases in energy storage capacity, both on and off grid. Third party market reports highlight the projected range for stable lithium prices but are not able to account for the effects of such volatility coupled with high inflation. Due to these factors, the Project faces two distinctly different market risk profiles for the short versus long term.

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Short term, the risk of Project overspending is high, due to inflationary pressures. The risk to the selling price of lithium carbonate in the short term, however, is relatively lower, despite volatility. Inflation has historically tended to prop up all commodity and equipment prices agnostically. 5-to-10-year demand is high due to capacity constraints and demand from automotive industry pre-orders.

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McCabe, et. al. (2012). Volume 1: Report, A Class III Inventory of a 2,256 Acre Parcel for Western Lithium's Kings Valley Lithium Project, Humboldt County, Nevada. BLM Report Number CR2-3157(P). Prepared by Far Western Anthropological Research Group, Davis, California. April 2012.

Metso Outotec (2021). Filtration Testing Report. 2021.

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Parker, H.M. and Dohm, C.E. (2014). Evolution of Mineral Resource Classification from 1980 to 2014 and Current Best Practice. Finex 2014 Julius Wernher Lecture.

Piteau Associates USA Ltd. (2018a). Lithium Nevada Corporation, Lithium Nevada Corp. Baseline and Model Workplan. August 2018. (*Baseline data collection and water quantity/quality impacts assessment workplan).

Piteau Associates USA Ltd. (2018b). Lithium Nevada Corporation, Seep and Spring Survey Report Q1 2018, 23 May 2018.

Piteau Associates USA Ltd. (2018c). Lithium Nevada Corporation, Seep and Spring Survey Report Q2 2018, 28 August 2018.

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Piteau Associates USA Ltd. (2018d). Lithium Nevada Corporation, Seep and Spring Survey Report Q3 2018, 30 October 2018.

Piteau Associates USA Ltd. (2018e). Lithium Nevada Corporation, Seep and Spring Survey Report Q4 2018. 25 January 2019. Piteau Associates USA Ltd. (2019a). Thacker Pass Project Baseline Hydrological Data Collection Report, Prepared by Piteau Associates, August 2019.

Piteau Associates USA Ltd. (2019a). Thacker Pass Project Baseline Hydrological Data Collection Report, Prepared by Piteau Associates, August 2019.

Piteau Associates USA Ltd. (2019b). Lithium Nevada Corporation, Addendum to the Seep and Spring Survey Report Q2 2019. 22 July 2019.

Piteau Associates USA Ltd. (2020). Thacker Pass Project Water Quantity and Quality Impacts Report Revision 1. May 2020.

Piteau Associates USA Ltd. (2021). Thacker Pass Project Water Quantity and Quality Impacts for 2850 Acre-Ft/YR Water Supply Production. August 2021.

Piteau Associates, 2018. Baseline and Model Workplan. Prepared for Lithium Nevada Corporation.

Piteau Associates, 2019. Thacker Pass Project Baseline Hydrologic Data Collection Report. Prepared for Lithium Nevada Corporation.

Piteau Associates, 2020. Thacker Pass Project Water Quantity and Quality Impacts Report Revision 1. Prepared for Lithium Nevada Corporation.

Redhorse Corporation (2018). SPK-2011-01263 Aquatic Resource Delineation Report, Lithium Nevada Corporation, Thacker Pass Project 2018 (18,686 acres). 17 August 2018.

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Rytuba, J. J., & McKee, E. H. (1984). Peralkaline Ash Flow Tuffs and Calderas of the McDermitt Volcanic Field, Southeast Oregon and North Central Nevada. Journal of Geophysical Research, 89, 8616-8628.

Rytuba. J.J. and Glanzman, R.K. (1979). Relation of Mercury, Uranium, and Lithium Deposits to the McDermitt Caldera Complex, Nevada-Oregon; in, Ridge, J.D., ed., Papers on Mineral Deposits of Western North America. The International Association on the Genesis of Ore Deposits Fifth Quadrennial Symposium Proceedings, v. II. Nevada Bureau of Mines and Geology. Report 33, 1979. 109117 pp.

Savage (2022).  Transload Terminal FEL Summary Report, Issued for Information, Issued to Lithium Nevada.  Savage Services Corporation.  November 8, 2022.

Schlumberger Water Services (2013). Western Lithium Corporation Kings Valley Lithium Project Groundwater Quantity and Quality Impact Analysis. Report 51083/R3. Revision 3. August 2013.

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SRK (2011a).  Western Lithium Corporation Spring and Seep Survey, Kings Valley Lithium Project.  September 2011. 

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SRK (2012a).  Western Lithium Corporation Spring and Seep Survey, Kings Valley Lithium Project.  March 2012. 

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SRK Consulting, (U.S.), Inc. (2019). Waste Rock and Ore Geochemical Characterization Work Plan for the Thacker Pass Project. 14 February 2019

SRK Consulting, (U.S.), Inc. (2020). Baseline Geochemical Characterization Report for the Thacker Pass Project. Report Prepared for Lithium Nevada. 10 January 2020 (Revised December 2020).

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SWCA Environmental Consultants (2018a). Lithium Nevada Corporation Ambient Noise Baseline Analysis. August 2018.

SWCA Environmental Consultants (2018b). Thacker Pass Project Botanical Baseline Surveys. October 2018.

SWCA Environmental Consultants (2019a). Thacker Pass Project Wildlife Baseline Surveys, February 2019 (Final).

SWCA Environmental Consultants (2019b). Thacker Pass Project Greater Sage-Grouse Habitat Quantification Report. March 2019.

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25Reliance on Information Provided by the Registrant

In cases where the study authors have relied on contributions from third parties, the conclusions and recommendations are exclusively the qualified persons' own. The results and opinions outlined in this TRS that are dependent on information provided by the registrant are assumed to be current, accurate and complete as of the date of this report.

Information received from the registrant has been reviewed for factual errors by the Qualified Persons. Any changes made as a result of these reviews did not involve any alteration to the conclusions made.  Hence, the statements and opinions expressed in these documents are given in good faith and in the belief that such statements and opinions are not false and misleading at the date of these reports. 

The QPs for Mineral Resources and Mineral Reserves have relied upon the registrant to supply information that was used for the following Sections:

• Section 3 - Mineral and Property Rights
• Section 11.3 - Pricing for Mineral Resources
• Section 12.1.4, 12.2, and 12.3 - Pricing for Mineral Reserves

For the information relating to mineral and property rights in this TRS, the QPs have relied entirely, and without independent investigation on the information provided by the registrant. The QPs consider this to be appropriate and reasonable to rely on the registrant for this information since the registrant has a permitting team who is responsible for maintaining this information.

The registrant has provided market research documents and reports for the pricing utilized for the Mineral Resource and Mineral Reserve pit optimizations, cutoff grades and estimates. The QPs consider this to be appropriate and reasonable to rely on the registrant for this information since the registrant has a marketing and financial team who is responsible for maintaining this information.

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EX-15.2

CONSENT OF DANIEL ROTH

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Daniel Roth
	Name: Daniel Roth
Date: March 7, 2023

EX-15.3

CONSENT OF WALTER MUTLER

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Walter Mutler
	Name: Walter Mutler
Date: March 7, 2023

EX-15.4

CONSENT OF LAURIE TAHIJA

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Laurie Tahija
	Name: Laurie Tahija
Date: March 7, 2023

EX-15.5

CONSENT OF KEVIN BAHE

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Kevin Bahe
	Name: Kevin Bahe
Date: March 7, 2023

EX-15.6

CONSENT OF EUGENIO IASILLO

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Eugenio Iasillo
	Name: Eugenio Iasillo
Date: March 7, 2023

EX-15.7

CONSENT OF PAUL KAPLAN

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Paul Kaplan
	Name: Paul Kaplan
Date: March 7, 2023

EX-15.8

CONSENT OF KEVIN MARTINA

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Kevin Martina
	Name: Kevin Martina
Date: March 7, 2023

EX-15.9

CONSENT OF TYLER CLUFF

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Tyler Cluff
	Name: Tyler Cluff
Date: March 7, 2023

EX-15.10

CONSENT OF BENSON CHOW

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Benson Chow
	Name: Benson Chow
Date: March 7, 2023

EX-15.11

CONSENT OF BRUCE SHANNON

The undersigned hereby consents to (i) references to, excerpts from, summaries of and information derived from the Preliminary Feasibility Study S-K 1300 Technical Report Summary for the Thacker Pass Project, Humboldt County, Nevada, USA, effective December 31, 2022 (the "Technical Report"), and other information pertaining to this project, (ii) the references to the undersigned's name in connection with the preparation and review of the scientific or technical information, which is included in, or incorporated by reference into, the Registration Statement on Form 20-F (the "Registration Statement") being filed by 1397468 B.C. Ltd. with the United States Securities and Exchange Commission, and any amendments thereto and (iii) the filing of the Technical Report as an exhibit to the Registration Statement.

	/s/ Bruce Shannon
	Name: Bruce Shannon
Date: March 7, 2023