Lithium Americas Reaches Agreement with GM and U.S. DOE Regarding First Draw on DOE Loan

Executive Summary

• Lithium Americas and joint‑venture partner GM reached a non‑binding agreement in principle with the U.S. Department of Energy to draw $435 million as the first tranche of the previously announced $2.26 billion DOE loan, expected in Q4 2025.
• The DOE will receive 5% equity warrants in Lithium Americas and a 5% economic stake in the JV; it also agreed to defer $182 million of debt service over the first five years.
• GM will amend its off‑take agreement to allow the JV to sell remaining Phase 1 production to third parties, and the Company will post an additional $120 million to DOE loan reserve accounts within 12 months of the draw.

Key Details

• First Draw Terms – Amount: $435 million (first draw) out of a total $2.23 billion DOE loan (principal $1.97 bn, capitalized interest $256 m).
• Debt Service Deferral: $182 million deferred over the first five years of the loan.
• Equity Warrants to DOE:
• 5% equity stake in Lithium Americas via warrants at $0.01 per share (LAC Warrants).
• 5% economic stake in the JV via warrants at $0.01 per unit (JV Warrants).
• Additional Reserve Funding: Lithium Americas will contribute an extra $120 million to DOE loan reserve accounts within 12 months of the first draw.
• GM Off‑take Amendment: Allows the JV to enter third‑party off‑take agreements for Phase 1 volumes not forecasted for GM purchase; GM retains right of first offer on Phase 2 volumes and a 20‑year purchase right up to 100% of Phase 1 production and 38% of total production.
• Ownership Structure (if DOE exercises JV Warrants in full, prior to the $120 m reserve):
• Lithium Americas – 59% economic interest, 62% voting interest.
• GM – 36% economic interest, 38% voting interest.
• DOE – 5% economic interest (via warrants).
• Call & Put Rights:
• GM has a call right to purchase or cause the JV to purchase DOE’s JV Warrants/Units after substantial completion at an agreed price; if no agreement, conversion to common equity at a negotiated rate.
• DOE holds a put right to require GM to purchase or cause the JV to purchase DOE’s interests at fair market value or convert them to common equity at the same conversion rate.
• DOE Loan Terms:
• Principal unchanged at $1.97 bn; capitalized interest reduced to $256 m due to lower projected rate (5.0%).
• Interest rate tied to long‑dated U.S. Treasury rates with 0% spread; loan tenor ~24 years from first draw.
• Advisors: Goldman Sachs & Co. LLC (financial advisor); Vinson & Elkins LLP (U.S. legal counsel); Cassels, Brock & Blackwell LLP (Canadian legal counsel).

Notable Quotes

• “We greatly appreciate the support of the Administration, General Motors and our partners in advancing this vital world‑class project… creating exceptional jobs and enhancing our long‑term energy security and prosperity.” – Jonathan Evans, President & CEO, Lithium Americas.
• “We’re confident in the Thacker Pass project… it will reduce U.S. dependence on imported lithium and support domestic manufacturing across many industries.” – Shilpan Amin, SVP Global Chief Procurement and Supply Chain Officer, General Motors.