LITHIUM AMERICAS CORP. Commitments Disclosure
The Company has entered into certain long-term purchase agreements related to long-lead equipment, infrastructure and services related to the construction of the processing plant as well as development and mining services at Thacker Pass. These agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. The following represents the fixed and determinable portion of the commitments, excluding lease components disclosed in Note 10, for each of the next five years. There were no commitments under these agreements at December 31, 2024.
|
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
2030 |
|
Thereafter |
|
||||||
Long-lead equipment |
|
$ |
17,346 |
|
$ |
427 |
|
$ |
2,562 |
|
$ |
2,562 |
|
$ |
2,562 |
|
$ |
4,698 |
|
Infrastructure |
|
|
- |
|
|
3,413 |
|
|
20,477 |
|
|
20,477 |
|
|
20,477 |
|
|
206,539 |
|
Service contracts |
|
|
58,445 |
|
|
32,245 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Other |
|
|
67 |
|
|
5,356 |
|
|
1,387 |
|
|
218 |
|
|
225 |
|
|
1,360 |
|
Total |
|
$ |
75,858 |
|
$ |
41,441 |
|
$ |
24,426 |
|
$ |
23,257 |
|
$ |
23,264 |
|
$ |
212,597 |
|
Transload Terminal Services Agreement and U.S. Department of War (formerly the Department of Defense) Grant
LN is party to a Transload Terminal Services Agreement (the “Terminal Agreement”) executed on October 28, 2024, to finance the construction of a railcar and truck terminal (the “Terminal”) in Winnemucca, Nevada. The initial term of the Terminal Agreement is 10 years with two automatic extensions of 5 years each. A third-party developer has agreed to fund approximately $95.0 million to finance the construction of the Terminal through a finance lease to the Company. Under the terms of the lease, the Company expects lease payments to be approximately $20.5 million per year for each of the first 10 years and $6.7 million per year for each of the second 10 years, with an early buyout option to purchase the Terminal. The total amount funded by the third-party developer and the amount of the future lease payments will be determined upon commencement of the lease at a future date. The arrangement is a build-to-suit arrangement and the Company has been involved in the design and construction of the Terminal prior to the anticipated lease commencement. Accordingly, the Company has determined it controls the Terminal during the construction period and will record construction costs incurred during the construction period as a construction-in-process asset and a related financing obligation on the Company’s Consolidated Balance Sheets. The Company’s interest in the Terminal Agreement serves as collateral under the DOE Loan (Note 3).
While not a commitment of the Company, on August 5, 2024, the Company received approval for a $11.8 million grant from the U.S. Department of War (formerly the Department of Defense) to support an upgrade of the local power infrastructure and to help build a transloading facility, which is part of the construction of the Terminal. The monies available under the grant will be available as costs are incurred. As of December 31, 2025, the Company has received $1.1 million (2024 - $nil) and has a receivable of $2.4 million (2024 - $nil).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 19, 2026 | Showing above |
| 2024 | Mar 28, 2025 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.