20-F · Fiscal year ended Dec 31, 2025 · SEC filing ↗
The original filing sections are available below.
Credit Risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. For descriptions of the Company’s credit risk, see Note 24 of the Company’s audited consolidated financial statements for the years ended December 31, 2025,…
Credit Risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. For descriptions of the Company’s credit risk, see Note 24 of the Company’s audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 included in “Item 18. – Financial Statements” of this annual report., which comply with IFRS Accounting Standards. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. For descriptions of the Company’s liquidity risk, see Note 24 of the Company’s audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 included in “Item 18. – Financial Statements” of this annual report., which comply with IFRS Accounting Standards. Market Risk Market risk encompasses a range of risks. Movement in risk factors, such as market price risk, the Company’s share price, and currency risk, can affect the fair values of financial assets and liabilities. For descriptions of the Company’s market risk, see Note 24 of the Company’s audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 included in “Item 18. – Financial Statements” of this annual report., which comply with IFRS Accounting Standards.. Foreign Currency Risk The Company’s operations in foreign countries are subject to currency fluctuations, which may affect its financial results. For descriptions of the Company’s foreign currency risk, see Note 24 of the Company’s audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 included in “Item 18. – Financial Statements” of this annual report., which comply with IFRS Accounting Standards.
Read original filing text →A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors An investment in the Company’s securities should be considered as highly speculative given the current stage of the Company’s business an…
A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors An investment in the Company’s securities should be considered as highly speculative given the current stage of the Company’s business and development. Such an investment is subject to a number of risks at any given time. Below is a description of the principal risk factors affecting the Company. The risk factors set out below are not exhaustive and do not include risks the Company deems to be immaterial; however, even an immaterial risk has the potential to have a material adverse effect on the Company’s business financial condition, results of operations. Investors should carefully consider these risk factors, many of which are beyond the Company’s control, together with other information set out in this annual report before investing in the Company’s securities. The following are risk factors that the Company’s management believes are most important in the context of the Company’s business. It should be noted that this list is not exhaustive and that other risk factors may apply. The following are risk factors that the Company’s management believes are most important in the context of the Company’s business. It should be noted that this list is not exhaustive and that other risk factors may apply. Additional risks are disclosed in the Company’s other continuous disclosure documents which are available through the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at the website of the SEC at www.sec.gov. Risks Related to Our Operations, Development Projects and Partnerships The Company’s co-ownership of Cauchari-Olaroz and Pozuelos-Pastos Grandes lithium brine project (“PPG”) may result in delays in decision making and disagreement between the parties, which could affect its business, financial condition and results of operations. The Company holds a 44.8% interest in Cauchari-Olaroz, which it co-owns with Ganfeng Lithium Co., Ltd. (“Ganfeng”) who holds a 46.7% interest, with Jujuy Energía y Minería Sociedad del Estado (“JEMSE”) holding an 8.5% interest pursuant to an option agreement (the “JEMSE Option Agreement”). The Company’s operations related to Cauchari-Olaroz are conducted in Argentina through its equity investees, Minera Exar S.A. (“Exar”) and Exar Capital, B.V. (“Exar Capital”), which are governed by a shareholders’ agreement between the Company and 4 Ganfeng. The Company and Ganfeng collectively own 91.5% of Exar (and thus Cauchari-Olaroz, with the remaining 8.5% owned by JEMSE) and 100% of Exar Capital (a Netherlands entity that provides funding to Exar). The Company also anticipates to enter into the New JV whereby Ganfeng will hold 67% and the Company will hold 33% of PPG. These arrangements are subject to the risks normally associated with the conduct of joint ownership structures. These include the following: disagreements between the parties as to project development and operating matters; the inability of any or both parties to meet contractual obligations under the relevant agreements, such as funding requirements, or to third parties; a partner having economic or business interests or goal that are, or become, inconsistent with the Company’s business interests or goals; bankruptcy of the partner; disputes or litigation between the parties regarding project financing, resource allocation, budgets, development milestone or activities, offtake matters, reporting requirements the partner becoming subject to incompatible legal or regulatory requirements, sanctions or other adverse governmental activities affecting the ability of the parties to work as business partners and other matters; or breach, default or incompliance of the partner in respect of the agreement with the Company. The occurrence of any such matters could have a material adverse impact on the Company and the viability of its interests in Cauchari-Olaroz, Exar, the operating company for Cauchari-Olaroz, and other subsidiaries or investee through which the Company holds and funds its interest in its principal projects. This in turn could have a material adverse impact on the Company’s business, financial condition and results of operations. Although the Company’s agreements with Ganfeng provide a certain level of minority protections, including for example under the Amended Shareholders Agreement (defined below), such that various significant business decisions will require the Company’s consent, there may be circumstances where Ganfeng could make decisions that the Company disagrees with, or that could have a material adverse effect on the Company. Cauchari-Olaroz may not achieve nameplate capacity, expansion plans or produce battery-grade lithium carbonate. Cauchari-Olaroz is currently in production and during 2025 reached an average production rate of around 85% of nameplate capacity. Nameplate capacity for Cauchari-Olaroz is 40,000 tpa lithium carbonate. Cauchari-Olaroz continues to progress operations towards sustained production rates at nameplate capacity, but there is no guarantee that these efforts will achieve nameplate capacity. The operation is also advancing expansion plans considering an additional capacity of 45,000 tpa of Lithium Carbonate Equivalent ("LCE"). There is no guarantee that such expansion plans will result in capacity improvements at Cauchari-Olaroz. Cauchari-Olaroz is currently producing technical grade lithium carbonate. The production of battery-grade lithium carbonate requires sensitive chemical processing that can be difficult to produce on a commercial scale and involves additional complexities compared to the commissioning process for other types of mineral production operations. Cauchari-Olaroz is currently not equipped to produce battery-grade lithium carbonate and there is no guarantee that such additional processing infrastructure will be installed so as to produce battery-grade infrastructure. There can be substantial price differentials for lithium products that meet battery-grade specifications and those that do not. If Cauchari-Olaroz is unable to commercially produce lithium carbonate to a purity and performance level that meets the specifications of its customers, this could affect the Company’s business, financial condition and results of operations. The location of Cauchari-Olaroz and PPG present unique challenges that require specialized functions to develop and operate the assets. These complexities may result in unforeseen operational risks that could affect its business, financial condition and results of operations. Cauchari-Olaroz and PPG are located in the high-altitude Puna region of northwestern Argentina at elevations of approximately 4,000 meters above sea level. Developing and operating lithium brine projects in this environment require specialized expertise, logistics and infrastructure to manage the effects of remoteness, altitude and extreme climatic variability. These conditions create unique challenges for construction, operations and maintenance, in addition to the risks normally associated with mining operations, which may result in cost increases, an impact on production, schedule delays or other unanticipated risks. 5 At Cauchari-Olaroz, production process relies on natural solar evaporation to concentrate brine, which is inherently dependent on climatic conditions. Variations in temperature, precipitation, and solar radiation can affect evaporation rates, brine composition and overall process efficiency. The lithium brine reservoir is a dynamic system, and the Mineral Resource and Mineral Reserve estimates may not fully represent local geological variability or reservoir behavior. Changes in brine flow or composition could impact recovery rates and production output. The Company monitors these conditions closely through ongoing sampling, data analysis and operational adjustments; however, there can be no assurance that these measures will fully mitigate climatic or geological risks. The development of PPG involves similar challenges, including the need to design and construct infrastructure under high-altitude and remote conditions while managing environmental and logistical constraints. If any of the aforementioned operational or technical risks materialize at either project, this could result in reduced production volumes, increased costs or lower-than-expected economic returns, which could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company’s project development plans for PPG are subject to significant risks and uncertainties. The Company’s business strategy depends in part on developing PPG into a commercially viable operation. 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; lithium and commodity prices and market conditions for battery-grade lithium products; processing methods and costs; government permitting and regulations and response to brine and water pumping. The solvent extraction technology considered for PPG, while still being refined and adjusted for the specific case, is not entirely novel. Still, scaling up and solvent management on outlet streams poses risks that the project has to face. Testwork conducted by Ganfeng indicates that a suitable extractant can be formulated for the PPG brine, and further work is underway to continue advancing the technology. Despite this testwork, there are inherent uncertainties associated with the adaptation of novel technologies to commercial scales. These uncertainties include but are not limited to, effectiveness in process chemistry, adequate management of solvent and controlling organics in liquid streams off the plant, scale efficiencies of recovery, throughput capacity, and cost effectiveness of scaled production. Ganfeng and Lithium Argentina completed a Scoping Study for PPG that outlines potential capital requirements, operating costs and other economic information. There is no assurance that a development plan involving PPG will be completed on time, and that such development plan will be commercially viable. The development of PPG requires the successful negotiation of a joint venture and there is no assurance that the parties will successfully negotiate and enter into a joint venture for the regional development of the Pastos Grandes basin. Even if PPG was determined to be commercially viable, 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. PPG is also subject to the development and operational risks described elsewhere in this annual report. Accordingly, if the Company is unable to develop PPG into a commercial operating mine, its business, financial condition and results of operations could be materially adversely affected. The future production of the Company’s current operations and future projects cannot be predicted and may not align with the projections in the Company’s technical reports or otherwise. This Annual Report and the Company’s technical reports contain estimates relating to future production and future production costs and other economic estimates for the Company’s projects. No assurance can be given that production and other estimates will be achieved generally or at the stated costs. These production and other estimates are dependent on, among other things, the accuracy of Mineral Resource and Mineral Reserve estimates, lithium prices the accuracy of assumptions regarding ore grades and recovery rates, ground conditions, physical conditions of ores, assumed metallurgical characteristics and the accuracy of estimated rates and costs of mining and processing. The failure of the Company to achieve production and other estimates could have a material adverse effect on the Company’s business, financial condition and results of operations. 6 The Company’s operations may be impacted by adverse global or macroeconomic conditions. The Company’s operations and financial performance are influenced by global and macroeconomic conditions. Concerns over global economic conditions may also have the effect of heightening many of the other risks described herein. Adverse macroeconomic developments, such as slowing economic activity in major economies, rising interest rates, inflation, tariffs or volatility in global commodity and financial markets, may negatively affect demand for lithium products, the availability and cost of financing, and the timing or cost of the Company’s projects. As lithium demand is closely linked to the electric vehicle and energy storage sectors, economic conditions in China—one of the Company’s key markets and home to its joint venture partner—may significantly influence global lithium pricing and market dynamics. Prolonged economic weakness shifts in industrial policy, tariffs, inflation or reductions in electric vehicle incentives in China or other major markets could adversely impact lithium demand and prices. In Argentina, while recent policy measures have contributed to greater macroeconomic stability, the operating environment remains sensitive to inflation, foreign exchange volatility and potential changes in fiscal and regulatory frameworks. Continued improvement is not assured, and renewed instability could have a material adverse effect on the Company’s operating costs, project timelines and access to capital. Overall, sustained macroeconomic uncertainty—whether global or regional—could have a material adverse effect on the Company’s business, financial condition and results of operations. International conflicts and geopolitical changes such as war or political sanctions may materially and adversely affect our business, financial condition and results of operations. International events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets, and/or disruptions to supply chains and shipping lanes. World-wide political and economic risks are intensifying, including as a result of armed conflicts such as the war in the Ukraine and the conflict in the Middle East, international trade disputes, and other geopolitical tensions, which create significant levels of uncertainty. The effects of ongoing or future conflicts, disputes, and tensions and related international action in response thereto, including the imposition of economic and trade sanctions, cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks, including those relating to commodity price volatility, international supply chains, and global financial conditions. Volatility in commodity prices, supply chain and shipping lanes disruptions, attacks or disruption (physical or cyber) on government infrastructures, and weakened global financial conditions may adversely affect the Company's business, financial condition and results of operations. The Company continues to monitor geopolitical events that may impact its operations and will endeavor to proactively manage their effects on the Company’s business. However, there is no assurance that the Company’s operations will not be adversely affected by current or future geopolitical tensions and conflicts. The Company’s mining operations generally involve a high degree of inherent risk that cannot be eliminated and may not be insurable. The mining industry is subject to significant risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected geological conditions, labor force disruptions, project opposition, civil strife, pandemics, unavailability of materials and equipment, weather conditions, tailings failures, rock bursts, rock falls, rock slides, cave-ins, flooding, seismic activity, fire, geochemical issues, equipment failure, failure of structures, theft, water balance and chemistry, chemical drainage, disruption to power and water supply, unanticipated variations in grade and other geological problems, ground or stope instabilities or failures, backfill quality or availability, underground conditions, metallurgy, ore and other processing issues, supply chain/logistics disruptions, force majeure events, and unanticipated transportation costs, most of which are beyond the Company’s control. Should any of this risks or hazards come to fruition, they could each have a material adverse effect on the Company’s business, financial condition and results of operations. 7 The Company maintains insurance to cover some of these risks and hazards. The insurance is maintained in amounts that are believed to be reasonable depending on the circumstances surrounding the identified risk; however, insurance is subject to deductibles and, in the case of business interruption insurance, waiting periods during which coverage is not applicable. No assurance can be given that such insurance will continue to be available, that it will be available at economically feasible premiums, or that the Company will obtain or maintain such insurance. The Company’s property, liability and other insurance may not provide sufficient coverage for losses related to these or other risks or hazards. In addition, the Company does not have coverage for certain environmental losses and other risks (for example, political risks), as the potential loss associated with risk events is deemed acceptable or the costs of insurance are deemed excessive for the protection provided. The lack or insufficiency of insurance coverage could have a material adverse effect on the Company’s business, financial condition and results of operations. Difficulties in attracting, developing and retaining qualified personnel could adversely affect the Company’s ability to operate, expand and sustain its projects, and could have a material adverse effect on its business, financial condition and results of operations. As noted, the Company’s projects are located in the high-altitude Puna region of northwestern Argentina where the remote location, limited local infrastructure and challenging climatic conditions add complexity to workforce logistics and retention. Recruiting and retaining personnel for continuous operations under these conditions can be difficult. In addition, the Company highly values the contributions of its key personnel. The success of the Company and Cauchari-Olaroz continues to depend largely upon the performance of key officers and employees who have advanced the Cauchari-Olaroz to its current stage of development and contributed to its potential for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative to the number of available opportunities being experienced in all markets where the Company conducts its operations. If the Company is unable to attract, develop or retain such qualified personnel this could adversely affect the Company’s ability to operate, expand and sustain its projects, and could have a material adverse effect on its business, financial condition and results of operations. The work to advance the Company’s projects requires dedication of considerable time and resources by the Company and its management team. The advancement of several major resource projects concurrently brings with it the associated risk of strains arising on managerial, human and other resources. The Company’s ability to successfully manage each of these processes and achieve operational and development objectives will depend on a number of factors, including its ability to manage competing demands on time and other resources, financial or otherwise, and successfully retaining personnel and recruiting new personnel in a range of disciplines, including engineering, geology, process chemistry, environmental management and project execution to support its growth and the advancement of its projects. The lithium industry in Argentina has experienced rapid growth, creating intense competition for qualified employees and contractors. Skilled labor shortages, particularly in remote regions of Salta and Jujuy, can constrain project execution and increase labor costs. Cauchari-Olaroz has implemented workforce development, training and community-based employment initiatives to strengthen local capabilities and reduce reliance on external contractors. However, there can be no assurance that these measures will be sufficient to attract and retain the personnel necessary to support ongoing and future operations. Persistent shortages of qualified labor or high turnover could have a material adverse effect on the Company’s business, financial condition and results of operations. Failure to maintain health and safety standards could result in harm to the Company’s reputation, operations and future prospects. 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 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. 8 In addition, 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 business, financial condition and results of operations. Mineral Resource and Mineral Reserve estimations are inherently subject to uncertainties, which may have a material adverse effect on the Company’s business, financial condition and results of operations Mineral Resources and Mineral Reserves figures disclosed in this Annual Report are estimates only. Estimated tonnages and grades or concentration may not be achieved if the projects are brought into production; differences in grades or concentration 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 and price 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 decreases in estimates of Mineral Resources or Mineral Reserves, or an inability to extract Mineral Reserves could have a material adverse effect on the Company, the economic analysis of its projects, its business, financial condition and results of operations. Any estimates of Inferred Mineral Resources included in this Annual Report 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 confidence category. The lack of water and brine management regulations for the Cauchari and Olaroz Salars could have a material adverse effect on the Company’s business, financial condition and results of operations. The salars on which Cauchari-Olaroz is situated, and other salars at which the Company holds mining and exploration permits in Argentina, are not subject to brine management regulations, more specifically being general unitization or reservoir management rules. Unitization is the joint, coordinated operation of a reservoir by all owners of rights in the separate tracts overlying the reservoir. Without unitized operation of the reservoir, the “rule of capture” has the potential to result in competitive drilling, extraction and production with consequent economic and physical waste, as each separate owner attempts to secure his or her “fair share” of the underground resource by drilling more and pumping faster than its neighbor. As a result, the water and brine management regulations of the salars on which the Company operates may materially adversely affect the Company’s business, financial condition and results of operations. Cauchari-Olaroz and Sales de Jujuy S.A. (a subsidiary of Rio Tinto) have entered into a joint operating protocol for the Olaroz and Cauchari Salars designed to coordinate the parties’ activities in the area. The protocol has since been submitted to the applicable regulatory authority in the Province of Jujuy for approval as required by the parties’ respective environmental permits. Going forward, the 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, which could have a material adverse effect on the Company’s business, financial condition and results of operations. A cybersecurity incident could adversely affect the Company’s ability to operate its business. 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. 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 mitigation measures 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 9 significant cybersecurity incident could have a material adverse effect on the Company’s business, financial condition and results of operations. Artificial intelligence presents risks and challenges that can impact our business by increasing compliance costs and posing security risks to our confidential information. The Company uses, and may increasingly rely on, artificial intelligence (“AI”) systems in certain aspects of its operations and may incorporate AI-enabled tools provided by third parties. The legal and regulatory framework governing AI in Canada and other jurisdictions is evolving as well as guidance from securities regulators regarding disclosure expectations. New or changing requirements could increase compliance costs, require modifications to the Company’s AI systems, restrict certain uses of AI, or expose the Company to regulatory scrutiny or enforcement actions. AI systems may produce inaccurate, biased, or otherwise unreliable outputs and may present privacy, cybersecurity, intellectual property, and human rights risks. The Company’s reliance on third-party AI providers may limit the Company’s visibility into training data, model design, and risk controls. Failure to manage these risks effectively, or to provide appropriate disclosure regarding the Company’s use of AI, could result in legal liability, reputational harm, regulatory investigations, or adverse impacts on the Company’s business, financial condition, and results of operations. Our assets are located in the Argentine Puna region, a high-altitude plateau along the Andes that is seismically active due to its proximity to the convergent boundary between the Nazca and South American tectonic plates. The region has experienced earthquakes of varying magnitudes in recent decades, and is also characterized by volcanic features, including both active and dormant volcanoes. A significant earthquake or volcanic event could adversely affect our operations, personnel, facilities, brine wells, processing infrastructure, tailings or evaporation ponds, as well as critical regional infrastructure, including roads, power supply, water systems, and access to goods and services. Such events could result in operational disruptions, increased costs, damage to assets, delays to development or expansion activities, or, in severe cases, suspension of operations. While we design and operate our facilities in accordance with applicable engineering standards and maintain insurance coverage consistent with industry practice, including coverage for certain natural hazards, such insurance may not be sufficient to cover all losses or impacts associated with a major seismic or volcanic event. Accordingly, a future earthquake or volcanic eruption could have a material adverse effect on our business, financial condition, results of operations, and development plans. Risks Related to Our Financial Position and Capital Structure The Company and Exar have debt obligations, which could impair both the Company’s and Exar’s financial health and prevent the Company and Exar from fulfilling obligations under existing and future indebtedness. As of December 31, 2025, the Company had indebtedness under its equity-settleable Convertible Notes with a carrying value of $234.2 million and a face value of $258.8 million, maturing on January 15, 2027. The Company’s level of debt, debt service obligations and covenant requirements may have a material adverse effect on the Company’s business, financial condition and results of operations, including, but not limited to, reducing the amount of funds available to finance operations, capital expenditures and other activities; increasing vulnerability to economic downturns and industry conditions; limiting flexibility in responding to changing business and economic conditions; jeopardizing the Company’s ability to execute on business plans; realization against the Company’s assets used to secure applicable; debt placing the Company at a disadvantage when compared to competitors that have less debt; increasing the Company’s cost of borrowing; and limiting the Company’s ability to borrow additional funds. Exar has debt obligations, which could impair its financial health and prevent it from fulfilling obligations under existing and future indebtedness. 10 As of December 31, 2025, Exar’s outstanding third-party debt, including accrued interest, amounted to $292.7 million (2024 - $210.4 million), while its cash balance and short-term investments were $86.7 million (2024 - $11.2 million), resulting in third-party net debt of $206.0 million (2024 – $199.2 million). The total debt includes the following: ▪Approximately $220.0 million in loans from major international banks, secured by guarantees and standby letters of credit arranged by Ganfeng, which are due within twelve months from December 31, 2025. The Company has provided a guarantee to Ganfeng for its 49% share, amounting to $107.8 million, in respect of these loans. The Company and Ganfeng have negotiated a three-year extension of the maturity of $100.0 million of these loans, which has been approved by the relevant regulatory authority. The loan is secured by a standby letter of credit provided by Ganfeng. As the standby letter of credit was issued for a standard one-year term, the loan was initially structured with a one-year maturity to align with the term of the standby letter. Upon extension of the related standby letter of credit, the loan will automatically roll over for the remainder of the three-year term. In addition, included within these loans is $120.0 million in bank debt facilities closed in the second quarter of 2025 and fully drawn in the third quarter of 2025 to refinance maturing short-term loans and for other purposes. These loans were competitively priced at an approximately SOFR plus 2.5%, including fees, reflecting Exar’s ability to access credit on favorable terms; ▪$10.0 million in loans secured by local bank guarantees arranged by Exar, due within twelve months from December 31, 2025; ▪$9.3 million in unsecured loans, due within twelve months from December 31, 2025; and ▪Approximately $50.0 million in unsecured bonds issued by Exar in November 2024, carrying a contractual interest rate of 8% with semi-annual interest payments. The bonds’ principal will mature in two tranches: the first tranche of $25.0 million on May 11, 2027, while the second tranche of $25.0 million on November 11, 2027. If Exar is unable to service its debt, or Exar, the Company and Ganfeng are not successful in refinancing the loans on a timely basis, on favorable terms, or at all, they would need to provide their own funds to support Exar in repaying its third party debt obligations, which could have an effect on the Company’s business, financial condition and results of operations. The Company funded its share of the Cauchari-Olaroz Operation construction costs through loans to Exar Capital and then to Exar or directly to Exar through its subsidiaries. Should the Cauchari-Olaroz Operation not be able to generate sufficient cash flow, it may have difficulties repaying these loans, which could have an effect on the Company’s business, financial condition and results of operations. The Company’s estimates of capital requirements, operating costs and project economics for its projects, including the Cauchari-Olaroz Project and PPG may be inaccurate, and are subject to significant uncertainty and may be affected by technical, operational and macroeconomic factors. The Company’s estimates of operating and capital costs for its projects, including Cauchari-Olaroz and PPG, and corresponding production and project economics are based on the interpretation of geological and metallurgical data, technical studies, economic factors, anticipated climatic conditions and other factors, and in the case of Cauchari-Olaroz, limited and volatile actual cost and project economics data from operations. There can be no assurance that the Company’s actual capital, operating and other costs will not be higher than currently anticipated. These estimates are inherently uncertain and may prove to be inaccurate. Accordingly, the cost and economic estimates disclosed in this Annual Report and in the Company’s technical reports may not reflect actual operating results or realized economics once these projects are fully developed or reach steady-state production. The development plan for PPG, in particular, contemplates that PPG will benefit from the Incentive Regime for Large Investments (“RIGI”, for its acronym in Spanish). The RIGI is a special framework introduced in Argentina to promote large-scale, long-term investments by providing legal and fiscal stability, along with tax, customs, and foreign exchange incentives. The application of RIGI results in significant financial improvements to the economics of PPG. There is no guarantee that PPG will secure RIGI eligibility. 11 Sustaining capital and operating cost estimates for the Company’s projects are derived from equipment and fixed- asset manuals, maintenance schedules and accumulated experience operating similar assets. However, the accuracy of these estimates could be materially affected by factors including, but limited to, lack of availability of resources or necessary supplies or equipment; tariffs; inflationary pressures flowing from global supply chain shortages and increased transportation costs, violent attacks on shipping vessels 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; unanticipated variations in brine grade, concentration or recoveries; inaccurate or incomplete data underlying engineering or process assumptions; revisions to construction plans; delays or cost overruns in wellfield development, plant commissioning or project execution; errors in equipment or contractor cost estimates; risks and hazards associated with mineral production; natural phenomena; floods; unexpected labor shortages or strikes; general inflationary pressures (such as those that would reduce the effective return of previous payments made by the Company related to Value Added Tax); modifications to governmental regulation, including tax, environmental, fiscal or export requirements; and changes in macroeconomic conditions such as tariffs, foreign exchange rates, inflationary pressures or supply-chain costs. Many of these factors are beyond the Company’s control and could have a material adverse effect on the Company’s operating cash flow, including the Company’s ability to service its indebtedness. In addition, the information contained in the S-K 1300 Technical Report 2025 Operations Technical Report at the Cauchari-Olaroz Salars, Jujuy Province, Argentina” with an effective dated as of February 27, 2026 and the S-K 1300 Technical Report titled “Scoping Study Report at the PPG Salars, Salta Province, Argentina” with an effective dated as of October 31, 2025 (together, the “Technical Report Summaries”), and our publicly filed technical reports including mineral extraction and processing parameters, projected costs and project economics (such as revenue, net present value, cash flow, earnings and payback period), is based on data and assumptions available as of the effective dates of those reports. Actual results may differ materially from those estimates, and subsequent updates to project economics, capital costs or operating costs may vary from those previously disclosed. Such differences could have a material adverse effect on the Company’s business, financial condition and results of operations. Acquisitions and divestitures by the Company and risks related thereto may have a material adverse effect on the Company’s business, financial condition and results of operations. From time to time the Company examines opportunities to acquire and/or develop new projects, assets and businesses. Any acquisition and/or development that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new geographic, political, operating, operating, financial, geological, integration and regulatory risks. The Company’s success in its acquisition and/or development activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition or development, and integrate the acquired operations successfully with those of the Company. As a result of its acquisitions, the Company will assume liabilities and risks. While the Company conducts due diligence with respect to acquisitions of businesses and assets, there may be liabilities or risks, including liabilities related to the prior operation of the business acquired, that the Company failed, or was unable, to discover in the course of performing its due diligence investigations, which may be significant. Any such liabilities, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company decides to sell certain assets or projects, it may encounter difficulty in finding buyers, executing alternative exit strategies on acceptable terms in a timely manner or facing regulatory delays which could delay the accomplishment of its strategic objectives. Alternatively, the Company may dispose of a business at a price or on terms that are less than it had anticipated. After reaching an agreement with a buyer or seller for the disposition of a business, the Company may be subject to necessary regulatory and governmental approvals on acceptable terms as well as satisfaction of pre-closing conditions, which may prevent the Company from completing the transaction. Dispositions may impact the Company’s production, mineral reserves and resources and its future growth and financial conditions. Despite the disposition of divested businesses, the Company may continue to be held responsible for actions taken while it controlled and operated the business. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, guarantees, indemnities or other financial obligations. Under these arrangements, performance by the divested businesses or other conditions outside the Company’s control could affect its future financial results. 12 The mining industry is competitive and capital-intensive industry and as a result of such competition the Company may not be able to achieve its objectives. 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. 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 develop and operate its projects, which may have a material adverse effect on the Company’s business, financial condition and results of operations. The Company has a history of negative operating cash flow and may continue to experience negative operating cash flow. The Company anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at Cauchari-Olaroz. Although the Company has cash on hand, the Company's ability to continue as a going concern 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 or other means (including, without limitation, strategic transactions) to continue to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s growth, future profitability and ability to obtain financing may be impacted by global financial conditions. The Company has significant capital requirements associated with the operation and/or development of its projects, as the case may be. The Company will require additional financing to support the development, construction, expansion and operation of its projects. 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, if new debt financing is obtained, result in additional or more onerous restrictions on the Company’s business, and substantial interest and capital payments, and 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 to support the development, construction, expansion and operation of its projects in the future will depend, in part, on prevailing capital market conditions as well as the business performance of the Company. In addition, under the Company’s articles of association (“Articles of Association”), the Company is subject to certain share capital limits under its capital band and conditional capital. As a result, the Company may need shareholder approval to increase its share capital and execute certain equity financing transactions which may be time consuming and bring transaction execution uncertainty. Failure to obtain additional financing on a timely basis, on favorable terms, or at all, may cause the Company to postpone, abandon, reduce or terminate its operations and could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company is subject to tax and other legislation enacted in all the countries in which it operates, which could have a material adverse effect on the Company’s shareholders. The Company operates (including providing project financing through equity investees or subsidiaries) in countries with differing tax laws and tax rates. The Company’s tax reporting is supported by tax laws in, and the application of tax treaties between, the countries in which it operates. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating the Company’s provision and accruals for these taxes. Such changes could have a material adverse effect on the holders of shares of the Company or the Company’s business, financial condition and results of operations. The Company’s income tax reporting is subject to audit by tax authorities in the countries in which it operates. The Company’s effective tax rate may change from year to year, based on changes in the mix of activities and income earned among the different jurisdictions in which the Company operates, changes in tax laws in these jurisdictions, changes in the tax treaties 13 between the countries in which the Company operates, changes in the Company’s eligibility for benefits under those tax treaties, and changes in the estimated values of deferred tax assets and liabilities, which could result in a substantial increase in the effective tax rate on all or a portion of the Company’s income. The Company’s audited consolidated financial statements for the year ended December 31, 2025 contain going concern disclosure. The Company’s audited consolidated financial statements for the year ended December 31, 2025, contain disclosure related to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate and repatriate sufficient cash flows from lithium carbonate production at Cauchari-Olaroz or secure additional financing to meet obligations and repay liabilities when they become due. No assurances can be given that the Company will be successful in achieving these goals. If the Company is unable to achieve these goals, its ability to carry out and implement planned business objectives and strategies will be significantly delayed, limited or may not occur. There are no guarantees that access to equity and debt capital from public and private markets will be available to the Company. Risks Related to Regulatory, ESG, Permitting and Country-Specific Matters The Company operates in emerging markets, which exposes it to economic risks such as high rates of inflation, social and labor unrest, and fluctuations in the currency exchange rates, which could affect its business, financial condition and results of operations. The Company’s interest in projects located in Argentina expose it to heightened risks related to prevailing political and socioeconomic conditions in Argentina, which have historically included, but are not limited to: high rates of inflation; social and labor unrest, opposition or blockades; crime; civil disturbance; extreme fluctuations in currency exchange rates; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; ability of governments to unilaterally alter agreements; government imposed local contracting and purchase laws, including laws establishing, among other things, profit margins, production quotas, maximum and minimum price levels and the ability to confiscate merchandise in certain circumstances; changes in taxation and royalty policies, practices, regulations and laws and the application thereof; underdeveloped industrial and economic infrastructure; surface land access issues; currency and capital controls; restrictions on foreign exchange and repatriation; and changing political norms and governmental regulations that favor or require the Company to award contracts in, employ citizens of, or purchase supplies from, a particular jurisdiction. The occurrence of any such events may adversely affect the Company’s business, financial condition and results of operations. The Company has not purchased any “political risk” insurance coverage and currently has no plans to do so. By way of example, in September 2019 the government of Argentina introduced a series of capital controls and foreign exchange regulations. To date, these controls and regulations have included, but are not limited to, requirements for proceeds of exports to be repatriated at the applicable exchange rate; restrictions on payments of dividends without the approval of the Central Bank of Argentina; and restrictions on debt from foreign lenders, unless such debt is brought into Argentina at the applicable exchange rate. Such existing controls could be increased or expanded from time to time, or new, more onerous regulations could be introduced at any time. Historically, such capital controls and foreign exchange regulations have had broad impact, including limitations on imports, and at times, nationalization of privately-held businesses. Regardless of the economic viability of the properties in which the Company holds an interest, and despite being beyond the Company’s control, such factors thus may prevent or restrict mining of some or all of any deposits which the Company may find on its properties. In addition, the aforementioned controls and regulations may restrict the Company’s movement of intercompany funding and payments to foreign suppliers at the Argentinean subsidiary level, which could adversely affect the Company’s ability to repatriate any profits. 14 Government authorities in emerging market countries often have a high degree of discretion and at times appear to act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that may not be in full accordance with the law or that may be influenced by political or commercial considerations. Unlawful, selective or arbitrary governmental actions could include denial or withdrawal of licences, sudden and unexpected tax audits, forced liquidation, criminal prosecutions and civil actions. Although unlawful, selective or arbitrary government action may be challenged in court, any such action, if directed at the Company or its shareholders, could have a material adverse effect on the Company’s business, financial condition and results of operations. Companies operating in emerging markets are subject from time to time to the illegal activities of others, corruption or claims of illegal activities. Often in these markets the bribery of officials remains common, relative to developed markets. Social instability caused by criminal activity and corruption could increase support for renewed central authority, nationalism or violence and thus materially adversely affect the Company’s ability to conduct its business effectively. Such activities have not had a significant effect on the Company’s operations to date; however, there can be no assurance that they will not in the future, in which case regulators could potentially restrict the Company’s operations or business, which could impact its business, financial condition, results of operations. The Company’s value and share price could also be adversely affected by the illegal activities of others, corruption or by claims, even if groundless, implicating the Company in illegal activities. To manage the economic, political, legal, or social risks of operating in an emerging market, the Company continuously monitors the aforementioned factors by means of local management who also receive support from external service providers with relevant expertise and experience while dealing with these risks. Furthermore, the Board and the Company receive regular updates from local management and have an oversight role in order to ensure that these potential risks are efficiently addressed. Investors in emerging markets should be aware that these markets are subject to greater risk than more developed markets, including in some cases significant legal, fiscal, economic and political risks. Accordingly, investors should exercise particular care in evaluating the risks involved in an investment in the Company and must decide for themselves whether, in light of these risks, their investment is appropriate. Generally investing in emerging markets is suitable only for sophisticated investors who fully appreciate the significance of the risks involved. The Company may not be able to maintain permits due to various factors such as changes in the mine plan or changes in regulatory processes. Although key permits for the development and existing production of Cauchari-Olaroz and for exploration and certain development activities with respect to PPG have been obtained, additional permits will be required for expansion plans at Cauchari-Olaroz and for the full development of PPG. There can be no certainty that current permits will be maintained or new permits obtained; additional local, state or provincial permits or approvals be required to carry out exploration, development and production at Cauchari-Olaroz and PPG; projected timelines for permitting decisions to be made will be met; or the projected costs of permitting will be accurate. In addition, there is a 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 projects and consequently have a material adverse effect on the Company’s business, financial condition and results of operations. There may be risks associated with political tensions and the dependency on global supply chains to conduct the Company’s operations because lithium is a critical mineral globally. The Company’s business is international in scope, with its incorporating jurisdiction and head office located in Switzerland, stock exchange listings in Canada and the United States, its projects located in Argentina, its interests in the projects held through intermediary jurisdictions and with Ganfeng, its partner for Cauchari-Olaroz and PPG, and 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 (and in respect of Cauchari-Olaroz and PPG, Ganfeng) 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. 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. 15 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, Canada and Argentina. 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 actors 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 may be of particular relevance to the Company, with its connection to Canada and the United States through its stock exchange listings, shareholder base and board of directors (the “Board”) composition, while at the same time having a historical and continuing connection with Chinese-based Ganfeng as a financier and partner (and historically, as large shareholder). Changes to government laws and regulations may affect the development and operation of the Company’s projects. Changes to government laws and regulations could include laws relating to taxation, royalties, the repatriation of profits, restrictions on production, export controls, environmental, water, biodiversity and ecological compliance, mine development and operations, mine safety, permitting and numerous other aspects of the business. Provincial governments of Argentina have considerable authority over exploration and mining in their province, and there are Argentine provinces where the provincial government has taken an anti-mining stance by passing laws to curtail or ban mining in those provinces. The Company believes the current provincial governments of Jujuy Province, where Cauchari-Olaroz is situated, and of Salta Province, where the PPG is located, are supportive of the exploration and mining industry generally, and Cauchari-Olaroz and PPG in particular. JEMSE, the Jujuy government’s mining company, acquired an 8.5% equity interest in Cauchari-Olaroz in April 2021 pursuant to the JEMSE Option Agreement, and is to pay for this interest from future dividends payable to JEMSE by the operation. The JEMSE 8.5% interest fulfils an obligation on lithium projects to contribute to the general development of the Province of Jujuy, which is required by Province of Jujuy Decree-Agreement 7592 and ancillary provincial regulations. Nevertheless, the political climate for mineral development can change quickly, and there is no assurance that such sentiments will continue in the future. In Argentina, the current president, Javier Milei took office on December 10, 2023. His agenda includes labor and tax reforms, the privatization of major state-owned companies, capital control reforms and the dollarization of the economy. While general market sentiment with respect to the changes Mr. Milei has implemented has been positive, these and other policy changes, to the extent they are fully implemented, may cause significant volatility in the political, regulatory and economic environment and may adversely impact the Company’s operations and financial condition and accuracy of cost estimates and economic analysis of the Company’s projects. Changes to existing mining policies, water use and ownership rights and royalties or other taxation levels, even if seemingly minor in nature, may adversely affect the Company’s business, financial condition and results of operations. The Company’s business operations and transactions are subject to regulatory oversight, which may result in additional regulatory approvals or imposition of orders, restrictions, conditions or sanctions. The Company has experienced and will experience heightened incidences of government-related regulatory oversight 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 Western ownership and commercial arrangements. Regulatory oversight to which the Company is or may in the future become subject, including in connection with matters related to government policy toward the critical minerals sector, may result in, among other things, the need for the Company to obtain any required regulatory approvals, as well as the imposition of orders, restrictions, conditions or sanctions on the Company that disrupt the conduct of its current or proposed future business and operations, such as the required divestiture of assets, limitations on business operations, limitation on business and other commercial relationships with third parties and other measures. Many of these matters are outside the control of the Company and there can be no 16 certainty that any required regulatory approvals will be received or as to the nature and extent of any orders, restrictions, conditions or sanctions that may be imposed on the Company and the effect such orders, restrictions, conditions or sanctions may have on the business, operations, assets, business relationships and other commercial relationships, financial condition and prospects of the Company. Compliance with environmental, health and safety laws and regulations, including changes to such laws or regulations, could adversely affect the Company’s business, results of operations and financial condition. The Company’s operations are subject to environmental, health and safety regulation in Argentina, including protection of the environment, waste disposal, worker health and safety, human rights, mine development, water management, protection of endangered and other special status species, and air emissions. These operations are subject to various political, economic and social uncertainties, and local laws and regulations. The implementation of new, or the amendment of existing, laws and regulations affecting the mining and metals industry could have an adverse impact on the Company. For example, the International Sustainability Standards Board (ISSB) released in June 2023 its standards for sustainability-related (IFRS S1) and climate-related (IFRS S2) financial disclosures. While there is currently no mandatory requirement for a Swiss domiciled company listed in Canada or the United States to comply with the ISSB standards, the Government of Canada, as well as various regulatory and professional agencies, have voiced support for the ISSB and the movement towards standardized and mandatory climate-related financial disclosures, which, if adopted, may require significant resources from the Company to implement. Further, global initiatives such as those related to climate change and air quality, may result in new restrictions affecting not only the mining sector but also key supply chain partners, such as original equipment manufacturers, the shipping industry where new requirements to curb greenhouse gas emissions and combustion engine emissions have been promulgated. Environmental regulations are evolving in a manner that is expected to require stricter standards and enforcement, increased fines and penalties for non‐compliance including civil, criminal or administrative enforcement actions, 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, development and operation of the Company’s projects, or increase the risk of environmental liability associated with project operations. This in turn could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company’s property interests may be subject to prior unregistered agreements, transfers or other land claims, which could increase mineral tenure risks. 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 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. Failure to adhere to or maintain existing surface access agreements with local aboriginal communities may have material adverse effects on the Company’s business, financial condition and results of operations. Exar has entered into agreements with local aboriginal communities for surface access rights to the exploitation areas of Cauchari-Olaroz. Should any of the aboriginal communities decide not to honor such agreements, Exar would be required to enforce its statutory access rights under the provisions of the Mining Code of Argentina; however, this would be a potentially disruptive and costly process. To date, there are settled agreements in place, 17 which allow for development and operation of Cauchari-Olaroz, with all communities in the exploitation area necessary for gas and water pipeline construction and easements. Any non-adherence to the terms of such agreements by a contractual counterparty or failure to maintain existing agreements or to enter into any new, necessary agreements could impact the time and costs to develop and ramp-up Cauchari-Olaroz. All of this has the potential to have a material adverse effect on the Company’s business, financial condition and results of operations. Regulations and pending legislation governing issues involving climate change could result in increased operating and capital costs, which could have a material adverse effect on the Company’s business, financial condition and results of operations. 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. The Company is committed to developing its business with a view to contributing to the low carbon economy. To that end, the Company has incorporated low carbon emissions in the design of its facilities at Cauchari-Olaroz and anticipates doing the same at PPG. 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. While the Company is dedicated to its sustainability-related efforts, if it does not adequately address all relevant stakeholder concerns regarding ESG criteria, it may face opposition, which could negatively affect our reputation, delay operations or result in threats or litigation actions. If it does not maintain its reputation with key stakeholders and interest groups and effectively manage these sensitive issues, they could adversely affect our business, financial condition and results of operations. 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. The Company’s brine production depends on basin hydrology and evaporation. Drought, temperature shifts or precipitation anomalies can extend pond residence times, reduce concentration and raise unit costs; regulators may impose additional monitoring or curtailments, reducing volumes. These physical risks of climate change could have a negative effect on the Company’s project sites, access to local infrastructure and resources, and the health and safety of employees and contractors at the Company’s operations. In addition, as both Cauchari-Olaroz and PPG are dependent on water for production, any decrease in brine water in the region could have a material adverse effect on production levels. 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 business, financial condition and results of operations. The Company is subject to currency fluctuations that may adversely affect the financial condition of the Company. The Company transacts business primarily in U.S. dollars, Canadian dollars, and Argentine pesos. Fluctuations in exchange rates between currencies may have a significant effect on the cash flows of the Company. The Company’s projects are located in Argentina, where certain costs are denominated in the Argentine peso, and others in U.S. dollars or linked to U.S. dollars. The Argentine peso has historically been subject to large devaluations and revaluations and may be subject to significant fluctuations in the future. Future changes in exchange rates could materially affect the Company’s business, financial condition and results of operations, either positively or negatively. An appreciation of the Argentine peso compared to the U.S. dollar could make property expenditures more expensive for the Company, and conversely a depreciation could make such expenditures less expensive. In addition, Argentina’s foreign exchange rates and inflation are subject to significant fluctuations and, at times, 18 fluctuations in U.S. dollar to Argentine peso foreign exchange rate and inflation may not be aligned. A lower foreign exchange devaluation versus inflation rate could make property expenditures more expensive for the Company, and conversely a higher foreign exchange devaluation versus inflation rate could make such expenditures less expensive. 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. Current Argentine exchange controls and the implementation of further exchange controls could adversely affect the Company’s results of operations. The Argentine government and Argentine Central Bank (Banco Central de la República Argentina) (the “BCRA”) have implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to non-resident shareholders; (ii) restrictions on the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and settle in Argentine pesos, in the local exchange market, all the proceeds of their exports of goods and services; (iv) limitations on the transfer of securities into and from Argentina; (v) establishing certain mandatory refinancing on U.S. dollar-denominated debt; and (vi) the implementation of taxes on certain transactions involving the acquisition of foreign currency. There can be no assurance that the BCRA or other government agencies will not increase or relax such controls or restrictions, make modifications to these regulations, impose further mandatory refinancing plans related to the Company’s indebtedness payable in foreign currency, establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which the Company acquires currency to service the Company’s outstanding liabilities denominated in currencies other than the Argentine peso, all of which could affect the Company’s ability to comply with the Company’s financial obligations when due, raise capital, refinance the Company’s debt at maturity, obtain financing, execute the Company’s capital expenditure plans, and/or undermine the Company’s ability to pay dividends to foreign shareholders. Consequently, these exchange controls and restrictions could materially adversely affect the Argentine economy and the Company’s business, financial condition and results of operations. The Company may face legal proceedings based on environmental and climate change-matters, ESG disclosure, and securities class actions. 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, development and operation business. Litigation related to environmental and climate change-related matters, ESG disclosure, and securities class actions arising from share price volatility 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. If the Company were to be unsuccessful in defending any such claims against it, or unable to settle claims on a satisfactory basis, the Company may be faced with significant monetary damage, injunctive relief or other negative impacts that could have a material adverse effect on the Company’s business, financial condition and results of operations. 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. 19 Additional regulatory reporting requirements in the United States may apply if Lithium Argentina loses its status as a “Foreign Private Issuer” under the Exchange Act. As a “foreign private issuer”, as such term is defined under the Securities Exchange Act of 1934, as amended (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. federal 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 requirements of Regulation S under the Securities Act of 1933, as amended, 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 limit the Company’s ability to access capital markets in the future or increase the costs. 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. Effective March 18, 2026, pursuant to the Holding Foreign Insiders Accountable Act, directors and officers of foreign private issuers, including us, are required to comply with the reporting requirements of Section 16(a) of the Exchange Act. Notwithstanding the foregoing, directors and officers of a “foreign private issuer” remain exempt from Section 16(b) (short -swing profit liability) and Section 16(c) (short sale prohibitions). If the Company were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could have a material adverse effect on its business and the price of its Shares. An entity will generally be deemed an “investment company” for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”) if: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. The Company believes that it is engaged in the business of operating mining projects and not in the business of investing, reinvesting or trading in securities. The Company does not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, the Company believes that it is not an investment company under Section 3(b)(1) of the 1940 Act because, among other things, it is primarily engaged in a non-investment company business. The 1940 Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. The 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements, among other things. The Company intends to conduct its operations so that the Company will not be deemed an investment company. However, if the Company were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on its capital structure and its ability to transact business with affiliates, could make it impractical for the Company to continue its business as currently conducted and would have a material adverse effect on our business, financial condition, results of operations and the price of its Shares. If the Company were to constitute a “passive foreign investment company”, adverse U.S. federal income tax consequences could result for U.S. Shareholders. The Company believes it likely was classified as a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) for its most recently completed taxable year. Based on its current business plans and expected income, assets and activities, the Company expects that it may be classified as a 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. Shareholder’s (as defined below) holding period of Shares, then such U.S. Shareholder generally will be required to treat any gain realized upon a disposition of Shares or any so-called “excess distribution” received on its 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. Shareholder. Subject to certain limitations, these tax consequences may be mitigated if a U.S. Shareholder 20 makes a timely and effective “qualified electing fund election” under Section 1295 of the Code (“QEF Election”) or “mark-to-market” election under Section 1296 of the Code (“Mark-to-Market Election”). Subject to certain limitations, such elections may be made with respect to the Company or the Shares, as applicable. A U.S. Shareholder that 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 Shares. A U.S. Shareholder who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of such Shares over the U.S. Shareholder’s adjusted tax 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. Shareholder should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of Shares. Risks Related to Market Conditions, Our Securities and Corporate Structure Volatility of world chemical prices and changes in global production capacities and supply and global demand could affect the Company’s business, financial condition and results of operations. The prices of the Company’s product, lithium carbonate, are determined principally by world prices, which have been subject to substantial volatility in recent years. Lithium carbonate prices vary depending upon the relationship between supply and demand at any given time. Supply and demand dynamics are tied to a certain extent to global economic cycles and have been impacted by current global economic conditions. The supply of lithium carbonate products, in particular, varies principally depending on the production of major producers, and their respective business strategies. The Company expects that lithium carbonate prices will continue to be influenced, among other things, by worldwide supply and demand and the business strategies of major producers. In addition, the market price of lithium carbonate is affected by numerous other factors beyond the Company’s control, including, 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, and other geopolitical and global economic factors. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. As a result of the above, the price of lithium carbonate in the future may be subject to substantial volatility, which the Company may not be able to effectively mitigate against. The Company may not be able to adjust production volume in a timely or cost-efficient manner in response to sustained changes in lithium carbonate prices. Lower utilization of capacity during periods of weak prices may expose the Company to higher unit production costs since a significant portion of its cost structure is fixed in the short-term due to the high capital intensity of mining operations. If prices drop significantly, the economic prospects of the mines and projects in which the Company has an interest could be significantly reduced or rendered uneconomic. Low lithium carbonate prices would affect the Company’s liquidity and ability to borrow. If these conditions persist for an extended period, the Company may have to look for other sources of cash flow or curtail higher cost production to maintain liquidity until lithium carbonate prices recover. High volatility or a substantial decline in the price or sales volumes of lithium carbonate could have a material adverse effect on the Company’s business, financial condition and results of operations, and the Company may consider curtailing, modifying or discontinuing certain planned development programs or operations. There is uncertainty in the long-term growth of the lithium market and potential technological substitution, which may have a negative effect on the Company and its projects. Lithium operations at Cauchari-Olaroz and the proposed development of PPG are 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. 21 To the extent that the electric vehicle penetration or stationary storage deployment expands more slowly than anticipated, or if manufacturers adopt alternative battery chemistries that require less lithium or none at all such as sodium-ion, solid-state, hydrogen-based or other emerging technologies the long-term demand for lithium products could be adversely affected. If the lithium market does not develop in the manner contemplated by the Company, then its projects and their potential commercial viability may be adversely affected, which, in turn, may have a material adverse effect on the Company’s business, financial condition and results of operations. The Company has not and may never pay dividends. The Company has not paid dividends on its Shares since incorporation, and the Company anticipates that it will retain any future 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. Dividends may be paid by a Swiss company only if: (i) approved by a majority of votes cast by shareholders present at a shareholders meeting, whether in person or by proxy; and (ii) Lithium Argentina has sufficient distributable profits from the previous fiscal years, or if Lithium Argentina has freely distributable reserves, including out of capital contribution reserves. Dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment. The Board of a Swiss share company may propose to shareholders that a distribution of dividends be paid but cannot itself authorize the dividend. Payment of any future will depend on many factors including the Company’s operating results, financial condition and anticipated cash needs. For these reasons, the Company may never pay dividends. The Company may be subject to the risk of conflicts of interest with directors and officers of the Company. Certain directors and officers of the Company are or may become subject to conflicts of interest with the Company from time to time, including (without limitation) through association with other natural resource companies or otherwise. Pursuant to Swiss law, directors and officers are required to inform the Board of conflicts of interests concerning them. The Board is furthermore required to take measures in order to protect the interests of the Company. More generally, directors and officers are required to safeguard the Company's interests and comply with their duty of loyalty and duty of care as directors and officers. This rule is generally understood to disqualify directors and officers from participation in decisions that directly affect them, subject to certain exceptions. Directors and officers are personally liable to the Company for breach of these provisions. The Company has established robust independence procedures in connection with recent transactions where potential conflicts of interest existed. Such procedures include, as appropriate, the establishment of a special committee of independent directors to review the transaction, independent valuations or fairness opinions and the engagement of independent counsel to advise the special committee. Nevertheless, there is a risk that the conflicted parties and their representatives use their position to serve their own interests, to the detriment of the Company which could have a material adverse effect on the Company. The Company’s shareholders are subject to share price risks. The Shares are publicly traded on the TSX and NYSE. The market price of the stock of a publicly traded company, particularly a natural resources company, is affected by many variables in addition to those directly related to exploration successes or failures, many of which are outside the Company’s control. Such factors include, but are not limited to: the general condition of markets for resource stocks, and particularly for stocks of lithium exploration, development and production companies and other battery-metals stocks; decisions and/or statements made by industry-leading companies; the general strength of the economy; the availability and attractiveness of alternative investments; analysts’ recommendations and their estimates of financial performance; investor perception and reactions to disclosure made by the Company, and by the Company’s competitors; reputational risks of the Company; and the breadth of the public markets for the stock. Although the Shares are generally not thinly traded, investors could suffer significant losses if the Company’s Shares are depressed or illiquid when an investor seeks liquidity. 22 The Company is a Swiss company and this could have an impact on enforcement of civil liabilities obtained under U.S. or Canadian securities laws. The Company is a Switzerland company, organized under the laws of Switzerland and headquartered in the country. Some of the Company’s directors, officers and experts named in this annual report are not citizens or residents of the United States or Canada. In addition, substantially all of the assets of the Company are located outside the United States or Canada. As a result, it may be difficult or impossible for an investor to (i) enforce in courts outside the United States or Canada any judgments against the Company and its directors and officers and the experts named in this annual report, which are obtained in U.S. or Canadian courts based upon the civil liability provisions of Canadian and U.S. federal securities laws, or (ii) bring in courts outside the United States or Canada an original action against the Company and its directors and officers and the experts named in this annual report to enforce liabilities based upon such Canadian and U.S. securities laws.
A. History and Development of the Company Overview The Company was incorporated under the BCBCA on November 27, 2007 under the name “Western Lithium Canada Corporation” and changed its name to “Western Lithium USA Corporation” on May 31, 2010. The Company amended its Articles in…
A. History and Development of the Company Overview The Company was incorporated under the BCBCA on November 27, 2007 under the name “Western Lithium Canada Corporation” and changed its name to “Western Lithium USA Corporation” on May 31, 2010. The Company amended its Articles in 2013 to add advance notice requirements for the election of directors, and in 2015 to give the Board the authority by resolution to alter the Company’s authorized share capital and to make amendments to the Articles, except as otherwise specifically provided in the Articles or the BCBCA. On March 21, 2016, the Company changed its name to “Lithium Americas Corp.” On November 8, 2017, the Company consolidated its outstanding Shares on a 5:1 basis. On January 25, 2022, the Company acquired all of the issued and outstanding securities of Millennial Lithium by way of a plan of arrangement (the “Millennial Arrangement”), at which point Millennial Lithium became a wholly owned subsidiary of the Company. On April 20, 2023, the Company acquired all the common shares of Arena Minerals (the “Arena Shares”), which it did not already own, by way of a plan of arrangement, at which point Arena Minerals became a wholly owned subsidiary of the Company. On October 3, 2023, the Company completed a separation transaction (the “Separation Transaction”) pursuant to which the Company separated its previously-held North American business unit. The Company retained its Argentine business unit, consisting of a 44.8% interest in Cauchari-Olaroz, the majority-owned Pastos Grandes Project and a 65% interest in the Sal de la Puna project, which has since been consolidated into one project along with the Pozeulos Project, which was previously 100% owned by Ganfeng. The Company’s Shares continued to trade on the TSX and the NYSE following the Separation Transaction. In August 2024, Ganfeng acquired $70 million in newly issued shares of PGCo, the Company’s wholly-owned Argentinian subsidiary holding the Pastos Grandes Project, representing a 14.9% interest in PGCo and Pastos Grandes. The Company retained control of PGCo following this transaction. Proceeds from this transaction were allocated to the advancement of the Company's lithium projects in Argentina, including the reduction of the short-term debt of the Cauchari-Olaroz tied to start-up and working capital. In connection with the Pastos Grandes Transaction, Lithium Argentina, certain of its subsidiaries (the “Lithium Argentina Parties”) and Ganfeng and its subsidiary (the “Ganfeng Lithium Parties”, and together with the Lithium Argentina Parties, the “Parties”) entered into a shareholders’ agreement (the “Shareholders’ Agreement”) that, among other terms, provided for limited rights and obligations as between the Parties, including the following: (i) from the closing date until December 31, 2024, a standstill on the sale of an interest in PGCo or the Pastos Grandes Project; (ii) through to December 31, 2025, enhanced consent rights in favour of the Ganfeng Lithium Parties in respect of operational matters, as well as a right of first refusal in favour of the Ganfeng Lithium Parties over a sale of an interest in PGCo at the same valuation as that applicable to the Pastos Grandes Transaction (with the Lithium Argentina Parties having a right of first refusal over a sale by the Ganfeng Lithium Parties of the 14.9% interest); (iii) through to December 31, 2025, a right in favour of the Ganfeng Lithium Parties to acquire an aggregate 50% interest in the Pastos Grandes Project upon a change of control of Lithium Argentina by subscribing for share capital of PGCo in consideration for an incremental 23 cash subscription price of $330 million; (iv) until December 31, 2025, an obligation to obtain consent of the Parties for any offtake agreement in respect of the Pastos Grandes Project; and (v) from January 1, 2025 to September 30, 2025, an enhanced ‘tag-along’ right of the Ganfeng Lithium Parties to include its interest along with a sale by the Lithium Argentina Parties of their interest in PGCo, and to realize a portion of the consideration that would otherwise be payable to the Lithium Argentina Parties upon such sale in addition to the equivalent proportionate consideration payable for the interest of the Ganfeng Lithium Parties (after such period the “tag along right” will survive but will only include the proportionate consideration). On January 23, 2025, the Company completed its corporate migration to Switzerland, establishing corporate domicile in Switzerland. On January 27, 2025, the Shares began trading on the TSX and NYSE under a new symbol “LAR.” In connection with the Company’s corporate migration to Switzerland, the Company appointed PricewaterhouseCoopers AG, Zug, Switzerland as its Swiss independent statutory auditor (the “Swiss Statutory Auditor”). The Swiss Statutory Auditor’s main task is to audit the standalone statutory financial statements and consolidated financial statements of Lithium Argentina AG for Swiss law purposes. The Company continues to retain PricewaterhouseCoopers LLP, Vancouver, Canada as the Company’s Independent Registered Public Accounting Firm for Canadian and U.S. Securities law reporting (the “Auditor” and together with the Swiss Statutory Auditor, the “External Auditors”). The Company's registered and head office is located at Dammstrasse 19, 6300 Zug, Switzerland. The Company’s North American contact address is 300 – 900 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1E5, and the Company’s telephone number is (778) 656-5820. The operational headquarters of the Company is Buenos Aires, Argentina. Corporate Highlights In January 2025, the Company’s shareholders approved its plan to change its place of incorporation from Canada to Switzerland at its Special Meeting of Shareholders and on January 23, 2025, the Corporate Migration was completed. In April 2025, Lithium Argentina and Ganfeng Lithium Co. Ltd. executed a Letter of Intent to advance a plan to jointly develop the Pozuelos-Pastos Grandes basins, including Pozuelos-Pastos Grandes, Pastos Grandes, and Sal de la Puna project. In May 2025, the Company published its 2024 Sustainability Report including achievements such as carbon emissions reductions, water footprint reduction, and three ISO certifications. In August 2025, the Company and Ganfeng Lithium announced it would form a new joint venture consolidating Ganfeng’s solely owned Pozuelos-Pastos Grandes project with Lithium Argentina’s Pastos Grandes project (85% owned) and the Sal de la Puna project (65% owned). Upon closing, Ganfeng will hold 67% and Lithium Argentina 33% of PPG. In November 2025, the Company announced the results of the Scoping Study for the Pozuelos-Pastos Grandes project with Ganfeng Lithium along with the Declaracion de Impacto AmbientalI (Environmental Permit), for Stage 1 of the project was received. During the year ended December 31, 2025, the Cauchari-Olaroz produced 34,100 tonnes of lithium carbonate. In March 2026, the Company completed the $130 million debt facility from Ganfeng, it has a 6-year term at an interest rate of SOFR plus 2.5% providing increased flexibility to support refinancing the Company’s existing corporate debt. Available Information The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Such information can also be found on the Company’s website (www.lithium-argentina.com). 24 B. Business Overview Overview The Company is a Swiss-domiciled resource company focused on advancing significant lithium projects. The Company holds a 44.8% interest in Cauchari-Olaroz in Jujuy, Argentina and a 33% interest in a New JV which will consolidate Ganfeng’s solely owned Pozuelos-Pastos Grandes project with Lithium Argentina’s Pastos Grandes project (85% owned) and the Sal de la Puna project (65% owned), PPG, in Salta, Argentina. Additionally, the Company owns the Salar de Antofalla (“Antofalla Project”) in the Province of Catamarca, Argentina. The Company is focused on the operations at Cauchari-Olaroz and advancing the development of its lithium growth pipeline in Argentina. For a more detailed discussion of the Company’s business structure and Cauchari-Olaroz, see Note 7 of the Company’s audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 included in “Item 18 – Financial Statements” of this annual report. Specialized Skills All aspects of the Company’s business require specialized skills and knowledge, including geology, drilling, mining, processing, logistical planning, the implementation of exploration programs, and expertise in regulatory, finance and accounting matters. The Company relies on its management, employees and various consultants for this expertise. The Company’s lithium carbonate sales are conducted through direct contractual arrangements. During the year ended December 31, 2025, substantially all of the Company’s sales were made to Ganfeng, the Company’s joint venture partner, and to Bangchak under offtake agreements. Sales are negotiated directly with these counterparties and are generally priced based on prevailing market conditions or agreed pricing mechanisms. The Company does not utilize special marketing channels or sales methods, including installment sales arrangements. Mineral Price and Economic Cycles The principal end-use product for the Company’s business is lithium-based chemicals, particularly battery-grade lithium carbonate. The markets for lithium-based products are affected by worldwide economic cycles and the volatility in supply and pricing that is commonly associated with commodity-based products. In the case of lithium-based products, demand is driven largely by the rate of adoption of lithium batteries, particularly those used in electric vehicles. Meanwhile, supply is driven by the production capacity of lithium producers and the ability of those operations to produce lithium products. Lithium prices have been volatile over the last decade. In 2022, lithium prices reached an all-time high due to, among other factors, supply constraints resulting from the increase in the adoption of electric vehicles and the corresponding demand for electric vehicle batteries and a disproportionate increase in supply as the timeline for new production to become available is, in most cases, measured over several years and is not responsive to short-term demand increases. Since 2022, lithium prices have declined significantly, reflecting, among other factors, increased supply, slower-than-anticipated growth in electric vehicle demand outside of China, and broader macroeconomic and market conditions affecting battery materials. These dynamics have resulted in periods of oversupply and weaker pricing across the lithium value chain. More recently, market sentiment has shown signs of improvement, supported by continued growth in electric vehicle and energy storage system deployment and expectations for increasing lithium demand over the medium to long term. However, lithium market fundamentals remain subject to uncertainty, and pricing may continue to experience significant volatility. The Company does not hold any patents. 25 Sources and Availability of Raw Materials All of the raw materials required for the Company’s operations are available through standard supply and business contracting channels. Government Regulations The Company's exploration and future development activities are subject to various national, state, provincial and local laws and regulations in Argentina, the U.S., Switzerland, 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. Except as described in this annual report, the Company believes that it is in compliance, in all material respects, with applicable mining, health, safety and environmental statutes and regulations. Competitive Conditions 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 and Africa as well as lepidolite production in China. 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. Foreign Operations Lithium operations and projects Cauchari-Olaroz and the PPG project are all located in Argentina. Cauchari-Olaroz is in operation while PPG in the exploration and evaluation stage. Offtake Agreement with Ganfeng and Bangchak The Company and Ganfeng are entitled to a share of offtake from production at Cauchari-Olaroz. The Company is entitled to 49% of the offtake, which would amount to approximately 19,600 tonnes per annum (“tpa”) of lithium carbonate assuming full capacity is achieved. The Company entered into an offtake agreement with each of Ganfeng and Bangchak on August 27, 2020 to sell a fixed amount of offtake production at market-based prices, with Ganfeng entitled to 80% of the first 12,250 tpa of lithium carbonate (9,800 tpa assuming full production capacity) and Bangchak entitled to up to 6,000 tpa of lithium carbonate (assuming full production capacity). The balance of the Company’s offtake entitlement, amounting to up to approximately 3,800 tpa of lithium carbonate is uncommitted, but for limited residual rights available to Bangchak to the extent production does not meet full capacity. Purchases and sales of lithium carbonate During the year ended December 31, 2025, the Company was entitled to purchase its 49% share of Minera Exar’s lithium carbonate production shipped during the period and, pursuant to its offtake agreements, sell that volume to Ganfeng and Bangchak. 26 Based on its principal versus agent assessment, the Company concluded that it acted as an agent in these transactions, as control of the lithium carbonate did not transfer to the Company prior to transfer to the end customers and the Company was not exposed to inventory or price risk. Accordingly, the Company did not recognize revenue or cost of sales in respect of these transactions.eExar and Exar Capital Agency Arrangement In addition to project loans provided by Exar Capital, Exar Capital also provides support to Exar by purchasing, as agent, reagents and other materials on behalf of Exar from international suppliers. Argentina does not allow access to the foreign exchange markets to permit prepayments by Argentine companies to international vendors, payments are only allowed after supplies arrive in Argentina. Accordingly, Exar Capital provides prepayments to suppliers and is then reimbursed by Exar once the supplies arrive in Argentina and Exar is able to make such payments in accordance with Argentinian foreign exchange regulations. Amended Shareholders Agreement On October 25, 2018, the Company, 2265866 Ontario Inc. (now 2265866 Ontario Holdings B.V.), Ganfeng, Exar and Exar Capital entered into a shareholders’ agreement to govern the Company’s and Ganfeng’s interests in Exar and Exar Capital and the funding and development of the Cauchari-Olaroz Operation. The shareholders’ agreement was amended in 2019 and amended and restated in August 2020 for the closing of a transaction by which Ganfeng holds 51% and the Company 49% interest, respectively in Cauchari-Olaroz (the “Amended Shareholders Agreement”). The Amended Shareholders Agreement entered into on August 27, 2020 by the Company, 2265866 Ontario Inc. and Ganfeng generally provides for the following: •the parties’ respective rights regarding ownership interests in Exar and Exar Capital; •requirements for funding and development of the Cauchari-Olaroz Operation, and rights and obligations of parties upon a failure to fund, including dilution of interest under certain circumstances; •the formation of the Exar shareholder committee to direct the business and affairs of Exar, comprised of three representatives of Ganfeng and two representatives from the Company; •the composition of the board of directors of Exar, being two representatives of Ganfeng and one representative of the Company; •the composition of the board of directors of Exar Capital, being two representatives of Ganfeng and one representative of the Company; •an 80% approval threshold for the Exar shareholder committee to approve a number of material corporate actions, thereby providing protection to the Company as a minority shareholder in Exar, such approvals of material corporate actions including but not limited to the following: (i) programs and budgets, and changes thereto or to contributions required to be made by the parties; (ii) issuances of securities or restructuring transactions involving Exar and Exar Capital; (iii) any sale, transfer or other disposition of an ownership interest in Exar or Exar Capital; (iv) changes to the composition of the Exar shareholder committee or the board of directors of Exar or Exar Capital; (v) material changes to terms contemplated by the agreement with JEMSE; (vi) any change to development activities that would materially delay the expected timeline for the Cauchari-Olaroz Operation to reach commercial production; and (vii) debt or guarantees above certain thresholds; and •the obligation of each party to purchase its pro rata share of production from the Cauchari-Olaroz Operation. 27 C. Organizational Structure The following diagram sets out the organizational structure of the Company as at December 31, 2025: D. Property, Plants and Equipment Summary Overview of Mining As used in this annual report, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with S-K 1300. All determinations of mineral resources and mineral reserves have been prepared by qualified persons. Under S-K 1300, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project. Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves. Except for that portion of mineral resources classified as mineral reserves, mineral resources have not demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of 28 inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will be upgraded to a higher category. A significant amount of exploration must be completed to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource can be the basis of an economically viable project, or that it will be upgraded to a higher category. Properties The Company is focused on the advancement of two significant lithium projects, the Cauchari-Olaroz, a production stage operation, located in the Province of Jujuy in Argentina, and the PPG Project, located in the Province of Salta in Argentina. The PPG Project will integrate three projects owned by Ganfeng and Lithium Argentina into a single development platform in the Pozuelos and Pastos Grandes basins in the Province of Salta, Argentina. It is an exploration stage project. The Cauchari-Olaroz Operation and PPG are the Company’s two material projects. The Company also holds a 100% of the Antofalla Project, which is an exploration stage project. Except as otherwise stated, the scientific and technical information relating to Cauchari-Olaroz Salars contained in this annual report is derived from the "2026 Cauchari-Olaroz S-K 1300 Technical Report, Jujuy Province, Argentina" (the “Cauchari Technical Report Study” or “Cauchari TRS") prepared by Deptford Geoscience, ION IQ Solutions, EnviroProTech-t and Groundwater Insight, none of which are affiliated with the Company. The Cauchari TRS was also prepared by David Burga, P.Geo., Mark King, PhD, P.Geo., FGC , Anthony Sanford, Pr.Sci.Nat., Marek Dworzanowski, Eur Ing., C.Eng., Jonathan Gibson, P.Eng., and Alexander Cushing, PhD, MFin, P.Eng., each of whom is a “qualified person” under Subpart 1300 of Regulation S-K ("S-K 1300") for the sections of the Cauchari TRS that they are responsible for preparing and none of whom are affiliated with the Company. Except as otherwise stated, the scientific and technical information relating to PPG contained in this annual report is derived from the "S-K 1300 Technical Report Scoping Study Report at the PPG Salars, Salta Province, Argentina" (the “Pozuelos Pastos Grandes Technical Report Study” or “PPG TRS”) prepared by Golder Associates and Atacama Water, none of which are affiliated with the Company. The PPG TRS was also prepared by James Wang, QP, P.Eng and Frederik Reidel, QP, P.Geo, each of whom is a “qualified person” under S-K 1300 for the sections of the PPG TRS that they are responsible for preparing and none of whom are affiliated with the Company. Except as otherwise stated, the scientific and technical information relating to PPG contained in this annual report has been reviewed and approved by Frederik Reidel, QP, P.Geo., and James Wang, QP, P.Eng., qualified persons for the purposes of NI 43-101 and S-K 1300 by virtue of his experience, education, and professional association and who are independent of the Company. Except as otherwise stated, all technical and scientific information contained in this annual report has been reviewed and approved by David Burga, P.Geo, a qualified person for the purposes of NI 43-101 and S-K 1300 by virtue of his experience, education, and professional association and who is independent of the Company. Canadian investors are advised that detailed scientific and technical information on Cauchari-Olaroz prepared in accordance with NI 43-101 (including mineral resources and reserves estimates prepared in accordance with CIM Definition Standards adopted by the Canadian Institute of Mining, Metallurgy and Petroleum on May 10, 2014) can be found in the NI 43-101 technical report entitled “2026 Cauchari-Olaroz NI 43-101 Technical Report, Jujuy, Argentina”. The technical report has an effective date of December 31, 2025, and was prepared by “Qualified Persons” for the purposes of NI 43-101, independent of the Company. Canadian investors are advised that detailed scientific and technical information on PPG prepared in accordance with NI 43-101 can also be found in the NI 43-101 technical report entitled "Technical Report Scoping Study at the PPG Salar, Salta Province, Argentina”. The technical report has an effective date of October 31, 2025, and was prepared by a “Qualified Persons” for the purposes of NI 43-101, independent of the Company. Copies of the technical reports prepared in accordance with NI 43-101 are available on the Company’s website at www.lithium-argentina.com and on the Company’s SEDAR+ profile at www.sedarplus.ca, but are not incorporated by reference in this document. 29 The map below shows the locations of our principal mining operations in Argentina and the exploitation and exploration mining concessions that have been granted to us: Figure 1. Location of Lithium Argentina mining operations in Argentina and the exploitation and exploration mining concessions. Location coordinates longitude and latitude, respectively: of (i) Cauchari-Olaroz, (the salars extend in 30 a north-south direction from S 23° 18’ to S 24° 05’, and in an east-west direction from W 66° 34’ to W 66° 51’), (ii) PPG: (24°34’44” south latitude and 66°42’26”). Summary of aggregate annual production (lithium carbonate) – Current as of December 31, 2025 Salar 2023 2024 2025 TOTAL Cauchari-Olaroz 6,000t 25,400t 34,100t 65,500t Pastos Grandes 0 0 0 0 Total annual production 6,000t 25,400t 34,100t 65,500t For information regarding our material projects, please see the information below under the headings “Cauchari-Olaroz Operation” and “PPG Project.” Antofalla Project Location Catamarca Province, Argentina Type and amount of ownership interests 100% interest in the project Titles, mineral rights, leases or options and acreage The project covers covering approximately 5,800 hectares of the Antofalla salar and basin in the Province of Catamarca, Argentina Key permit conditions Valid permit for surface water extraction. The Exploration DIA has been submitted to proceed with drilling, and it is under evaluation by the authorities Mine types and mineralization styles Lithium brine Processing plants and other facilities None, Exploration Phase Summary of Resources Measured Mineral Resources as at December 31, 2025 Indicated Mineral Resources as at December 31, 2025 Total Measured and Indicated Resources as at December 31, 2025 Total brine volume Grade Lithium metal LCE Total brine volume Grade Lithium metal LCE Total brine volume Grade Lithium metal LCE Project m3 mg/L Li t t m3 mg/L Li t t m3 mg/L Li t t Cauchari-Olaroz (Argentina) 5.89E+09 557 2,742,686 14,599,317 3.82E+09 571 2,122,708 11,299,172 9.71E+09 562 4,865,394 25,898,489 Pozuelos (Argentina) 2.21E+09 491 1,097,038 5,836,244 4.10E+08 529 221,877 1,180,384 2.62E+09 510 1,318,915 7,016,628 Pastos Grandes (Argentina) 3.09E+09 451 1,393,000 7,414,640 1.70E+08 166 28,000 149,038 3.26E+09 439 1,421,000 7,563,678 Total 1.12E+10 5,232,724 27,850,201 4.40E+09 2,372,585 12,628,594 1.56E+10 7,605,309 40,478,795 Inferred Mineral Resources as at December 31, 2025 Total Mineral Resources as at December 31, 2025 Total Mineral Resources as at December 31, 2025 for LAR Total brine volume Grade Lithium metal LCE Total brine volume Lithium metal LCE % Interest LAR Total brine volume Lithium metal LCE Project m3 mg/L Li t t m3 t t m3 t t Cauchari-Olaroz (Argentina) 3.24E+09 567 1,806,125 9,614,004 1.30E+10 6,671,519 35,512,493 44.8% 5.80E+09 2,988,841 15,909,597 Pozuelos (Argentina) 1.25E+09 581 736,924 3,920,437 3.87E+09 2,055,839 10,937,065 33.0% 1.28E+09 678,427 3,609,231 Pastos Grandes (Argentina) 1.18E+09 456 525,000 2,794,462 4.44E+09 1,946,000 10,358,140 33.0% 1.47E+09 642,180 3,418,186 Total 5.67E+09 3,068,049 16,328,903 2.13E+10 10,673,358 56,807,698 8.54E+09 4,309,447 22,937,015 31 Summary of Reserves Proven Mineral Reserves as at December 31, 2025 Probable Mineral Reserves as at December 31, 2025 Brine pumped Average lithium concentration Lithium metal LCE Brine pumped Extracted Grade Lithium metal LCE Project m3 mg/L Li t t m3 mg/L Li t t Cauchari-Olaroz (Argentina) 227,782,565 588.26 75,315 400,886 526,320,091 572.18 190,463 1,013,796 Pozuelos-Pastos Grandes (Argentina) 0 0 0 0 0 0 0 0 Total 227,782,565 588.26 75,315 400,886 526,320,091 572.18 190,463 1,013,796 Total Mineral Reserves as at December 31, 2025 Total Mineral Reserves as at December 31, 2025 for LAR Brine pumped Extracted Grade Lithium metal LCE % Interest LAR Brine pumped Extracted Grade Lithium metal LCE Project m3 mg/L Li t t m3 mg/L Li t t Cauchari-Olaroz (Argentina) 754,102,655 580 265,779 1,414,682 44.8% 337,837,989 580 119,069 633,778 Pozuelos-Pastos Grandes (Argentina) 33.0% Total 754,102,655 580 265,779 1,414,682 337,837,989 580 119,069 633,778 32 Cauchari-Olaroz Operation Project Overview Commissioned in 2024, Cauchari-Olaroz has a nameplate capacity of 40,000 tpa of battery grade lithium carbonate, with significant potential for expansion. Cauchari-Olaroz prioritizes efficient operations, water conservation and ecosystem preservation, and strong partnerships with local communities and leading global lithium leaders. The book value for our investment in the Cauchari-Olaroz Operation is $93.4 million as of December 31, 2025. As of December 31, 2025, the total outstanding loans advanced by the Company to Cauchari-Olaroz, including accrued interest, was $379.8 million (including $308.3 million provided to Exar through Exar Capital and $71.5 million provided directly to Exar). Detailed Property Description Technical Information All capitalized terms used in the disclosure below that are not otherwise defined shall have the meanings ascribed thereto in the Cauchari Technical Report Study (“Cauchari TRS”). Information contained in the Cauchari TRS, including (but not limited to) mineral extraction, processing and recovery operations, projected costs, and project economics for the Cauchari-Olaroz Operation (including, for greater certainty, revenue, net present value, cash flow and earnings) are presented as of the date of the Cauchari TRS based on criteria, assumptions, estimates and other information available at the time and therefore may not reflect actual results and outcomes, updated project economics, capital costs and/or operating costs for the project. As a result, actual results may differ from those presented. See “ Item 3.D - Risk Factors”. 33 Property Description and Location The Cauchari and Olaroz Salars are located in the Department of Susques in the Province of Jujuy in northwestern Argentina, approximately 250 km northwest of San Salvador de Jujuy, the provincial capital. The salars extend in a north-south direction from S23°18’ to S24°05’ and in an east-west direction from W66°34’ to W66°51’. The average elevation of the salars is 3,940 metres. The midpoint between the Olaroz and Cauchari Salars is located along National Highway 52, 55 km west of the Town of Susques. The nearest port is Antofagasta (Chile), located 530 km west of the Project by road. Ownership Cauchari-Olaroz is owned by Exar, a company incorporated under the laws of Argentina. Exar, in turn, is 44.8% owned by the Company, 46.7% by Ganfeng and 8.5% by JEMSE, a mining investment company owned by the government of Jujuy Province in Argentina. Exar acquired mining and exploration permits applications through acquisition of such permits applications, direct request of permits from the applicable provincial mining authority and/ or through brines usufruct agreements in the Province of Jujuy, Argentina, covering a total of 60,712 ha in the Department of Susques, of which 28,717 ha can support the entire project. The claims are contiguous and cover most of the Cauchari Salar and the eastern portion of the Olaroz Salar. The annual aggregate payment (canon rent) required by Exar to maintain the claims is $1,364,667. Under Exar’s usufruct agreement with Borax Argentina S.A., Exar acquired Borax Argentina S.A.’s usufruct rights on properties in the area in exchange for an annual royalty of $200,000 plus annual canon rent property payments to Jujuy Province. The area that contains the Mineral Resource and Mineral Reserve estimate is covered by mining concessions which grant the holder a perpetual mining right, subject to the payment of a fee and an agreed upon investment in accordance with the principal legislation that regulates the mining industry in Argentina, the Código de Minería. On March 28, 2016, Exar entered into a purchase option agreement (“Option Agreement”) with Grupo Minero Los Boros (“Los Boros”) for the transfer of title to Exar for certain mining properties that comprised a portion of the Cauchari-Olaroz Operation. Under the terms of the Option Agreement, Exar paid $100,000 upon signing, and obtained a right to exercise the purchase option at any time within 30 months for the total consideration of $12 million payable in sixty quarterly installments of $200,000. 34 On November 12, 2018, Exar exercised the purchase option, acquired the properties by taking on the obligation to pay $12 million in 60 quarterly payments of $200,000 and, as a result, the following royalties became payable to Los Boros: ▪$300,000 was paid on November 27, 2018, because the commercial plant construction started (purchase option established payment within 10 days of the commercial plant construction start date); ▪Quarterly installments of $200,000; and ▪3% net profit interest for 40 years, to be paid annually in Argentine pesos, within 10 business days after calendar year end. Exar can cancel the first 20 years of net profit interest in exchange for a one-time payment of $7 million and the second 20-year period for an additional $7 million. On March 28, 2016, Sociedad Química y Minera de Chile S.A. (“SQM”) and Exar executed a shareholder’s agreement that established the terms by which the parties planned to develop the Cauchari-Olaroz Operation. On October 31, 2018, the Company closed a transaction with Ganfeng and SQM. Ganfeng agreed to purchase SQM’s interest in the Cauchari-Olaroz Operation. The Company increased its interest in the Cauchari-Olaroz Operation from 50% to 62.5% with Ganfeng holding the remaining 37.5% interest and the parties entered into a shareholder agreement to govern their ownership and business operations of Exar. Ganfeng also provided the Company with a US$100 million unsecured, limited recourse subordinated loan facility as part of funding its 62.5% share of the project expenditure. On August 19, 2019, the Company and Ganfeng completed a transaction whereby Ganfeng contributed US$160 million in Exar and increased its participating interest in Exar to 50%. At such transaction closing, the Company and GFL International Co., Limited (“GFL”) each owned a 50% equity interest in Exar. The parties made certain consequential amendments to the shareholders’ agreement governing their relationship to refer to the new equity ownership structure in Exar. The Company and GFL authorized Exar to undertake a feasibility study on a development plan to increase the initial production capacity from 25,000 tpa to 40,000 tpa of lithium carbonate, as well as certain permitting and development work in advance of a decision to increase the project production rate. On August 27, 2020, the Company and Ganfeng closed a transaction whereby Ganfeng increased its participating interest in Exar to 51% by completion of a $16 million capital contribution to Exar. As part of this transaction, Ganfeng provided $40 million to Exar Capital in non-interest-bearing loans, repayable in 2029 (with a right for an additional one-year extension) and contributed $600,000 to Exar Capital’s equity to increase its interest from 37.5% to 51%. Proceeds of the loans from Ganfeng were used by Exar Capital to repay $40 million of loans owed to Lithium Argentina. At such transaction closing, GFL owned a 51% equity interest in Exar and Lithium Argentina a 49%. The parties made certain consequential amendments to the shareholders’ agreement governing their relationship to refer to the new equity ownership structure in Exar. On August 26, 2020, GFL, the Company and Exar entered into a Share Acquisition Option Execution Agreement with JEMSE, a Province of Jujuy state company, setting the guidelines of JEMSE acquisition of an 8.5% participating interest in Exar, proportionally diluting GFL and the Company participating interest accordingly. JEMSE acquired the Exar shares for a consideration of US$1 plus an amount equal to 8.5% of the capital contributions in Exar. JEMSE will pay for the amount owed to the shareholders through the assignment of one-third of the dividends to be received by JEMSE from Exar after taxes. In accordance with the agreement, for future equity contributions GFL and the Company are obliged to loan to JEMSE 8.5% of the contributions necessary for JEMSE to avoid dilution, which loans also would be repayable from the same one-third dividends assignment, after taxes. On October 3, 2023, the Company separated into two independent public companies, Lithium Americas (Argentina) Corp. and a new Lithium Americas Corp. The Company retained the Cauchari-Olaroz Operation as well as the Pastos Grandes Project and Sal de la Puna project in Argentina. 35 On January 23, 2025, the Company completed a corporate migration from British Columbia, Canada to Switzerland, establishing corporate domicile in Switzerland and changing its name from Lithium Americas (Argentina) Corp. to Lithium Argentina AG (“LAR”). Current ownership of Cauchari-Olaroz is summarized in the following figure: Ownership Structure The surface rights of the area subject to exploitation are local aboriginal communities’ land. Exar signed contracts with each aboriginal community to have the right to explore the property and for surface use, water use, transit, and building ponds and facilities. Most of these contracts also cover development and mining operations by Exar. For those contracts in which development and mining are not specifically addressed, Exar is working with the relevant community to extend the coverage of the contract to those areas. Exar has also agreed to support local communities through a number of infrastructure and education programs. 36 History Mining activities on the western side of the Cauchari Salar by Rio Tinto and on the eastern side of the Olaroz Salar by Los Boros date back to the 1990s. 2009 to 2010 ▪Exar acquired mining and exploration permits across broad areas of the Cauchari and Olaroz Salars.▪Exploration programs focused on lithium and potassium were completed, which resulted in the preparation of a measured, indicated and inferred mineral resource report for potassium and lithium. 2012 ▪An initial feasibility study was completed. 2016 ▪Exar acquired an option to acquire title to a portion of the mining properties comprising the project from Los Boros pursuant to the Option Agreement.▪SQM acquired a 50% interest in Exar and the project. 2017 ▪A feasibility study with an updated Mineral Reserve estimate was prepared by the Company. 2018 ▪The option to acquire title to certain of the properties comprising the project from Los Boros was exercised.▪Project construction began.▪Ganfeng acquired a 37.5% interest in the project, and the Company acquired an additional 12.5% interest, for an aggregate 62.5% interest held by the Company. 2019 ▪Project construction continued.▪The Cauchari-Olaroz Operation Investment closed, resulting in the Company and Ganfeng each holding 50% interests in Exar and the project.▪A feasibility study with an updated Mineral Resource estimate was prepared by the Company. 2020 ▪Closing of a transaction by which Ganfeng holds 51% and the Company 49% interest, respectively in Cauchari-Olaroz.▪JEMSE entered the JEMSE Option Agreement, replacing a prior letter of intent, in respect of its right to acquire an 8.5% interest in Exar and the Cauchari-Olaroz Operation.▪Project construction continued with enhanced safety protocols in effect and a reduced workforce on site, following temporary shut-downs due to COVID-19.▪Updates to the water and environmental permits were approved by applicable regulatory authorities. 2021 ▪Project construction continued to advance. ▪JEMSE exercised its right to acquire an 8.5% equity interest in Exar and Cauchari-Olaroz. 2022 ▪Project construction continued to progress towards production, with all key infrastructure completed, and key areas of the processing plant commencing commissioning.▪Focus shifted to prioritizing production volume over completion of a portion of the purification process designed to achieve battery-grade lithium carbonate. 2023 ▪First lithium produced▪Approximately 6,000 tonnes of lithium carbonate produce. 2024 ▪Achievement of commercial production.▪Approximately 25,400 tonnes of lithium carbonate produced. 2025 ▪Approximately 35,100 tonnes of lithium carbonate produced▪Submitted environmental permit and RIGI applications for a Stage 2 expansion of 45,000 tpa of lithium carbonate production capacity. 37 Geological Setting, Mineralization and Deposit Types There are two dominant structural features in the region of the Cauchari and Olaroz Salars: north-south trending high-angle faults and northwest-southeast trending lineaments. The high-angle north-south trending faults form narrow and deep basins which are accumulation sites for numerous salars, including Olaroz and Cauchari. Basement rock in this area is composed of Early Ordovician turbidites (shale and sandstone) intruded by Late Ordovician granitoids. These in turn are overlain by Eocene to Neogene sedimentary rocks with intercalated volcanic layers. These basement rocks are exposed to the west and east of the Cauchari and Olaroz salars. The salars are in-filled with laminar deposits, dominated by the following five primary informal lithological units that have been identified in drill cores: (i) red silts with minor clay and sand; (ii) banded halite beds with clay, silt and minor sand; (iii) fine sands with minor silt and salt beds; (iv) massive halite and banded halite beds with minor sand; and (v) medium and fine sands. Alluvial deposits intrude into these salar deposits to varying degrees, depending on location. The alluvium surfaces slope into the salar from outside the basin perimeter. Raised bedrock exposures occur outside the salar basin. The most extensive intrusion of alluvium into the basin is the Archibarca Fan, which partially separates the Olaroz and Cauchari Salars. Route 52 is constructed across this alluvial fan. In addition to this major fan, much of the perimeter zone of both salars exhibits encroachments of alluvial material associated with fans of varying sizes. The brines from Cauchari are saturated in sodium chloride with total dissolved solids (“TDS”) on the order of 27% (324 to 335 grams per litre) and an average density of about 1.215 grams per cubic centimetre. The other primary components of these brines include potassium, lithium, magnesium, calcium, sulphate, bicarbonate, and boron as borates and free boric acid. Since the brine is saturated in sodium chloride, halite is expected to precipitate during evaporation. In addition, the Cauchari brine is predicted to initially precipitate halite and ternadite as well as a wide range of secondary salts that could include: astrakanite, schoenite, leonite, kainite, carnalite, epsomite and bischofite. The Cauchari and Olaroz Salars are classified as “Silver Peak, Nevada” type terrigenous salars. Silver Peak, Nevada in the United States was the first lithium-bearing brine deposit in the world to be exploited. These deposits are characterized by restricted basins within deep structural depressions in-filled with sediments differentiated as inter-bedded units of clays, salt (halite), sands and gravels. In the Cauchari and Olaroz Salars, a lithium-bearing aquifer has developed during arid climatic periods. On the surface, the salars are presently covered by carbonate, borax, sulphate, clay and sodium chloride facies. Cauchari and Olaroz have relatively high sulphate contents and therefore both salars can be further classified as “sulphate type brine deposits”. Exploration The following exploration programs were conducted between 2009 and 2025 to evaluate the lithium development potential of the Cauchari-Olaroz Operation area: ▪Surface Brine Program – 55 brine samples were collected from shallow pits throughout the salars to obtain a preliminary indication of lithium occurrence and distribution. ▪Seismic Geophysical Program – Seismic surveying was conducted to support delineation of basin geometry, mapping of basin-fill sequences, and siting borehole locations. ▪Gravity Survey - A limited gravity test survey was completed to evaluate the utility of this method for determining depths to basement rock. ▪Time Domain Electromagnetic (“TEM”) Survey – TEM surveying was conducted to attempt to define fresh water and brine interfaces within the salar. ▪Air Lift Testing Program – Testing was conducted within individual boreholes as a preliminary step in estimating aquifer properties related to brine recovery. ▪Vertical Electrical Sounding (“VES”) Survey – A VES survey was conducted to attempt to identify fresh water and brine interfaces and surrounding freshwater occurrences. 38 ▪Surface Water Sampling Program – A program was conducted to monitor the flow and chemistry of surface water entering the salars. ▪Pumping Test Program 2011-2019 – Pumping wells were installed at eleven locations, to estimate aquifer parameters related to brine recovery. One of the locations was used to estimate the capacity of fresh water supply. Some tests were carried out using multiple wells on the same platform in order to estimate three-dimensional aquifer parameters. ▪Boundary Investigation – A test pitting and borehole program was conducted to assess the configuration of the fresh water/brine interface at the salar surface and at depth, at selected locations on the salar perimeter. ▪9 exploration wells have been drilled between 2022 and 2025 in Cauchari South of which 6 are production wells and 3 are DDH. These wells were included in 2025 Mineral Resource Estimation. During 2024 and 2025, pumping tests have been performed in this exploration. Drilling From September 2009 to August 2010, a total of 4,176 m of Reverse Circulation (“RC”) Borehole drilling was conducted to develop vertical profiles of brine chemistry at depth in the salars and to provide geological and hydrogeological data. The program included installation of 24 boreholes and collection of 1,487 field brine samples (and additional Quality Control samples). The sampled brines have a relatively low magnesium-to-lithium ratio (lower than most sampling intervals), indicating that the brines would be amenable to a conventional lithium recovery process. Diamond drilling at the Cauchari-Olaroz Operation was conducted between October 2009 and August 2010. This program was conducted to collect continuous cores for geotechnical testing and geological characterization. The program included 29 boreholes and collection of 127 field brine samples (and additional quality control samples). A drilling and sampling program was conducted from July 2017 to June 2019. The program included a total of 49 boreholes and 9,703 meters of cores recovered. In 2019, 58 additional samples were sent for testing (this program also included a total of 1,006 samples sent to the laboratory for brine characterization, including quality assurance and quality control (“QA/QC”) samples). Information from the exploration drilling and pump tests was used to select the locations of the production wells that will be used to pump lithium brine to the evaporation ponds. Since 2011 a total of 10 production wells have been drilled on the Property. The production well field uses three wells drilled in 2011. These wells had a smaller diameter of 8 inches. The wells drilled in 2018 and 2019 were drilled deeper and used a larger diameter based on the expected flow. The production wells were drilled with conventional rotary rigs and a surface casing at the top of the wells to ensure the stability of the well head over time. The design of the deeper wells used larger diameter casing in the upper 200/250 m, continuing with smaller diameter casing below. Between 2019 and 2025 a total of 42 production wells have been drilled and they are currently in operation for Stage 1. Nine exploration wells have been drilled between 2022 and 2025 in Cauchari South of which six are production wells and three are DDH. These wells were included in 2025 Mineral Resource Estimation. Mineral Resource and Reserve Estimates The following is a brief discussion of the material assumptions and criteria underlying the mineral resource and reserve estimates. Please see Section 11 and 12 of the Cauchari TRS for more detail. A Mineral Resource and Mineral Reserve estimate for the Cauchari-Olaroz Operation is summarized in the tables below. 39 Mineral Resources The prior Mineral Resource estimate from 2024 was prepared in accordance with S-K 1300. The Company has previously filed the NI 43-101 and S-K 1300 technical reports on the Cauchari-Olaroz Operation providing prior Mineral Resource estimates for lithium and the previous resource estimate was prepared in accordance with CIM standards under NI 43-101 and S-K 1300. Dr. Mark King, PhD, P.Geo., FGC for Cauchari-Olaroz, and a qualified person under S-K 1300, reviewed and confirmed the Mineral Resource and Mineral Reserve estimates, along with the material assumptions related to them, as presented in the Cauchari TRS. The Mineral Resource Estimate reported below was completed using a new Leapfrog Geo model that incorporates a new description of the hydrostratigraphic (HSU) units based on the salar lithistratigraphic units. This new model is based on the full basin model developed by Aquatec. The Mineral Reserve Estimate, documented below, uses the same HSU framework. The results of drilling, exploration, and production carried out in recent years have enabled an updated resource evaluation. Based on this new information, a significant portion of the resources previously classified as Inferred in the Burga et al (2019) estimate has been reclassified to Indicated and Measured Resources. This reclassification is due to an increase in the spatial and temporal continuity of the supporting data. This resulted in the latest 2026 Mineral Resource Estimate for the Project with an effective date of December 31, 2025. The 2026 Mineral Resource Estimate at the Measured, Indicated, and Inferred Mineral Resource classification for lithium is based on the total amount of lithium in brine that is theoretically drainable from the bulk aquifer volume. The Mineral Resource Estimate is computed as the overall product of the Resource Evaluation Area and aquifer thickness resulting in an aquifer volume, lithium concentration dissolved in the brine, and specific yield of the resource aquifer volume. This framework is based on an expanded and updated hydrostratigraphic model incorporating bulk aquifer volume lithologies and specific yield estimates for block modeling of the Mineral Resource Estimate. Radial basis function was performed as the main lithium distribution methodology using variogram modeling techniques; the interpolation method was verified with ordinary kriging. The Mineral Resource block model was validated by means of visual inspection, checks of composite versus model statistics and swath plots. No areas of significant bias were noted. Summary of 2026 Mineral Resource Estimate for Lithium Exclusive of Mineral Reserves – Current as of December 31, 2025 Aquifer Drainable Average Lithium Lithium Metal Lithium – Lithium Argentina’s 44.8% Category Volume (m3) Brine Volume (m3) Concentration (mg/L) (tonnes) Portion (tonnes) Measured 5.94E+10 5.89E+09 557 2,742,686 1,228,723 Indicated 3.87E+10 3.82E+09 571 2,122,708 950,973 Measured & Indicated 9.81E+10 9.71E+09 562 4,865,394 2,179,697 Inferred 2.77E+10 3.24E+09 567 1,806,125 809,144 Notes: (1)S-K 1300 definitions were followed for Mineral Resources and Mineral Reserves. (2)The independent Qualified Person for the 2026 Mineral Resource Estimate is Mark King, PhD. PGeo, FGC. (3)Mineral Resources are also expressed in the industry standard Lithium Carbonate Equivalent (LCE = Lithium × 5.323). (4)The mass of lithium produced from 2018–2025 period (52,786 t = 280,982 t LCE) has been removed from the Mineral Resource. (5)The Effective Date of the Mineral Resource Estimate is December 31, 2025. (6)The Mineral Resource Estimate is not a Mineral Reserve Estimate and does not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted to Mineral Reserves. 40 (7)Calculated brine volumes only include Measured, Indicated, and Inferred Mineral Resource volumes above cut-off grade. (8)Comparisons of values may not add due to rounding of numbers and the differences caused by use of averaging methods. (9)A lithium grade cutoff of 300 mg/L is used to define the Mineral Resource Estimate. (10) The Mineral Resources Estimates are net of Mineral Reserves (421,854 t Li) without process efficiency that has been removed from the Estimated Measured Resources (11) The commodity price of $18,000 / tonne for lithium carbonate (2025) for the life of the project was used to assess the economic viability for the mineral estimates, as described below. Summary of 2026 Mineral Resource Estimate for Lithium Represented as LCE, Exclusive of Mineral Reserves – Current as of December 31, 2025. Classification LCE (tonnes) LCE – Lithium Argentina’s 44.8% Portion (tonnes) Measured Mineral Resources 14,599,317 6,540,494 Indicated Mineral Resources 11,299,172 5,062,029 Measured & Indicated Mineral Resources 25,898,489 11,602,523 Inferred Mineral Resources 9,614,004 4,307,074 Notes: (1)S-K 1300 definitions were followed for Mineral Resources and Mineral Reserves. (2)The independent Qualified Person for the 2026 Mineral Resource Estimate is Mark King, PhD. PGeo, FGC. (3)Mineral Resources are also expressed in the industry standard Lithium Carbonate Equivalent (LCE = Lithium × 5.323). (4)The mass of lithium produced from 2018–2025 period (52,786 t = 280,982 t LCE) has been removed from the Mineral Resource. (5)The Effective Date of the Mineral Resource Estimate is December 31, 2025. (6)The Mineral Resource Estimate is not a Mineral Reserve Estimate and does not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted to Mineral Reserves. (7)Calculated brine volumes only include Measured, Indicated, and Inferred Mineral Resource volumes above cut-off grade. (8)The Mineral Resource Estimate has been classified in accordance with CIM Mineral Resource definitions and best practice guidelines (2012 and 2014). (9)Comparisons of values may not add due to rounding of numbers and the differences caused by use of averaging methods. (10)A lithium grade cutoff of 300 mg/L is used to define the Mineral Resource Estimate. (11)The Mineral Resources Estimates are net of Mineral Reserves (421,854 t Li) without process efficiency that has been removed from the Estimated Measured Resources. (12)The commodity price of $18,000 / tonne for lithium carbonate (2025) for the life of the project was used to assess the economic viability for the mineral estimates, as described below Mineral Reserve The prior Mineral Reserve estimate for lithium was prepared in accordance with S-K 1300, incorporates the updated Mineral Resource estimate and additional drilling and testing through an effective date of December 31, 2025. The Company has previously filed the NI 43-101 and S-K 1300 technical reports on the Cauchari-Olaroz Operation providing prior Mineral Resource estimates for lithium and the previous resource estimate was prepared in accordance with CIM standards under NI 43-101 and S-K 1300. The 2026 Mineral Reserve Estimate for lithium incorporates additional drilling and testing through an effective date of December 31, 2025. The current Resource Estimate has benefitted from an extended period (ramping up since 2018) of production pumping which represents an exceptionally long period of brine grade and production confirmation. Since 2018, a total of 39 production wells were progressively brought online in the current resource exploitation area (Cauchari-Olaroz). During the 2018–2025 period, a total of 82,847,494 m³ of brine has been extracted, equivalent to 280,982 t of LEC or 52,786 t of lithium. 41 The Proven and Probable Mineral Reserve Estimate is summarized in Table below using a 63% of LCE process efficiency (pre-processing). Mineral Reserves correspond total amount of lithium enriched brine estimated to be available within the aquifer that can be extracted under the proposed pumping schedule and wellfield configuration. The average of the lithium concentration after 35 years of simulated mine life was significantly above of the 300 mg/L cut-off. Summary of Estimated Proven and Probable Mineral Reserves (With Processing Efficiency) Reserve Classification Production Period Brine Pumped Average Lithium Lithium Metal LCE LCE – Lithium Argentina’s 44.8% (Years) (m3) Concentration (mg/L) (tonnes) (tonnes) Portion (tonnes) Proven 2026 – 2035 (0 to 10) 227,782,565 588.26 75,315 400,886 179,597 Probable 2036 – 2060 (11 to 35) 526,320,091 572.18 190,463 1,013,796 454,181 Total 35 years 754,102,655 580 265,779 1,414,682 633,778 Notes: 1.S-K 1300 definitions were followed for Mineral Resources and Mineral Reserves. 2.The Mineral Reserve Estimate has an effective date of December 31, 2025. 3.Reserves are estimated using 63.0 % of process efficiency. 4.LCE is calculated using mass of LCE = 5.322785 multiplied by the mass of Lithium Metal. 5.The values in the columns for “Lithium Metal” and “LCE” above are expressed as total contained metals. 6.The Production period is inclusive of the start of the Year 0, 2026. 7.The average lithium concentration is weighted by per well simulated extraction rates. 8.Values may not sum exactly, due to rounding of numbers and the differences caused by use of averaging methods 9.The commodity price of $18,000 / tonne for lithium carbonate (2025) for the life of the project was used to assess the economic viability for the mineral estimates, as described below. 10.A lithium grade cutoff of 300 mg/L is used to define the Mineral Reserve Estimate. 11.The independent Qualified Person for the 2026 Mineral Reserves Estimate is Mark King, PhD PGeo., FGC 12.The estimate of Mineral Reserves may be materially affected by legal, political, environmental, or other risks. 13.The point of reference is brine pumped from the wellfield to the evaporation ponds. Discussion of Mineral Resource and Mineral Reserve Cut-off Grade A lithium cut-off concentration grade of 300 mg/L was conservatively applied for the 2026 Mineral Resource and Reserve Estimate. For comparison of the utilized cut-off grade to a breakeven cut-off grade calculation, the following analytical formula can be used based on the controlling inputs as quantified for LOM: Where: Total Capital Expenditure= US$ 1,950 million Total Operating Expenditure = US$ 8,766 million Cost of Capital = US$ 195 million (10 percent of Total Capital) Total Brine Extracted = 859 Mm3 Conversion from Li to Li2CO3 (LCE) = 5.323 Projected LCE Price = US$ 20,00 per meric ton of LCE Export Duties =4.31% Royalties= 1.6% Calculated Recovery=63 % 42 Resulting in a calculated breakeven cut-off grade of approximately 224 mg/L. Considering the economic value of the brine relative to production costs, the applied cut-off grade of 300 mg/L is considered conservative with respect to the overall estimated resource. Resource model domains with lithium concentrations below this threshold were excluded from the estimate. Under these assumptions, a reasonable basis has been established to support the prospect of eventual economic extraction. Moreover, the selected cut-off grade is consistent with values used in other projects at a similar study level and employing comparable processing methodologies. The applied 300 mg/L cut-off grade, which is more conservative than the breakeven cut-off grade of 224mg/L, provides a margin of precaution considering potential lithium price volatility. Despite this conservative estimate, the cut-off remains well below the average lithium grade of the Measured and Indicated Resources (535 mg/L). The average grade of the Proven and Probable Reserves is even higher at 580 mg/L, representing a flux-weighted composite of brine routed to the evaporation ponds. Lithium concentrations from individual production wells and the overall reserve average substantially exceed the applied cut-off, reinforcing the economic viability of the project. Key factors that may influence the resource and reserve estimates include: the position and extent of aquifer boundaries; the lateral continuity of principal aquifer zones; potential dilution from fresh and brackish water sources within the wellfield; variability in aquifer parameters within specific hydrostratigraphic units; assumptions regarding commodity prices, hydrogeologic and metallurgical performance, and extraction efficiency; as well as the methods used to assign brine densities and assess reasonable prospects for eventual economic extraction. Overview of Mining and Production Operations In 2019, Exar developed a process for converting brine to high-purity lithium carbonate. The proposed process follows industry standards: pumping brine from the salar, concentrating the brine through evaporation ponds, and taking the brine concentrate through a hydrometallurgical facility to produce high-grade lithium carbonate. While the 2012 process model employed proprietary, state-of-the-art physiochemical estimation methods and process simulation techniques for electrolyte phase equilibrium, the 2019 model uses a process model that has been further refined using the results of lab scale and pilot scale testing from Exar, Ganfeng, and equipment suppliers, the results of which were implemented in the detail engineering of the facilities. The basis of the process methods has been tested and supported by laboratory test work, pilot testing facilities, and equipment vendor testing and design to support equipment guarantees. The process route simulated for the production of lithium carbonate from Cauchari brines resembles the flowsheet presented in the “Overall Process Block Diagram” below. Primary process inputs include evaporated brine, water, lime, soda ash, HCl, NaOH, and natural gas. The evaporation ponds produce salt tailings composed of Na, Ca, K, sulphates and borate salts. The brine concentrate from the terminal evaporation pond is further processed, through a series of polishing and impurity removal steps. Soda ash is then added with the purified brine concentrate to produce lithium carbonate that is dried, and packaged for shipping. 43 Overall Process Block Diagram Design criteria for the lithium carbonate plant is presented in the table below. Lithium Carbonate Plant Operating Criteria Description Unit Value Lithium carbonate production tpa 40,000 Annual operation days days 292 Annual operation hours hours 7,008 Availability % 80 Utilization (22 hours/day) % 97.2 Plant Overall Efficiency % 53.7 Overall lithium recovery increased from 53.7% (plant design efficiency) in 2024 to 63.0% in 2025. Mineral Extraction The brine is extracted from 42 production wells situated across the Mineral Reserve area. The wells comprising the brine extraction wellfield are spatially distributed in the Mineral Reserve evaluation area of the Cauchari-Olaroz Operation to optimize well performance and capture of brine enriched in lithium. The historical reported production started in 2018 and until December 31, 2025. The pond system consists of 28 evaporation ponds. An average evaporation rate of 6.05 mm per day (2,157 mm/year) was used as a criterion to design the pond system. This rate corresponds to measured evaporation rates observed at the site where the ponds will be located. Assuming the above-mentioned evaporation rate, the total evaporation area required for the production of 40,000 tpa of lithium carbonate is 1,200 hectares when including consideration for harvesting of salt deposited in the ponds. The ponds are lined with a multi-layer liner consisting of polymer-based material and engineered granular bedding. The ponds configuration includes provision for uninterrupted production during salt harvesting and maintenance work. Brine will be transferred between the successive evaporation ponds using self-priming pumps. Along with lithium, the pumped brine is projected to contain significant quantities of potassium, magnesium, sulfate and boron. These constituents will be removed from the brine during the extraction and evaporation process to enable effective retrieval of lithium. 44 Processing and Recovery Operations Exar and its consultants subjected the brine chemistry of the deposits to a process simulation, using physicochemical properties estimation methods and process simulation techniques for phase equilibrium of solids in electrolytes (brine), specially prepared for this project. This work has been supported by the results of laboratory evaporation test work and test work at both the pilot plant and the pilot ponds. The process route simulated for the production of lithium carbonate from Cauchari brines is outlined in a flowsheet in the Cauchari TRS. Primary process inputs include evaporated brine, water, lime, soda ash, hydrochloride, sodium hydroxide, steam, and natural gas. The evaporation ponds produce salt tailings composed of sodium, calcium, potassium, sulphates and borate salts. The brine concentrate from the terminal evaporation pond is further processed, through a series of polishing and impurity removal steps. Soda ash is then added with the purified brine concentrate to produce a lithium carbonate precipitate, that is dried, compacted/micronized and packaged for shipping. The required brine production rate is achieved with 42 brine wells. The model estimates a production of 40,000 tpa of LCE for the duration of the life of mine plant with the average nominal pumping rate per well of 16 L/s, providing approximately 750 l/s of lithium enriched brine from the aquifer to the evaporation ponds. This flow rate assumes a yield of 63% on the whole lithium carbonate process. The wells are screened across the most productive lithium and sealed against freshwater aquifers. Site Infrastructure and Support Systems Construction of Cauchari-Olaroz commenced in 2018. Natural gas is obtained from the Rosario gas compression station, which is on the Gas Atacama pipeline, 52 km north of the project site. This pipeline is capable of supplying natural gas at capacities that are sufficient for a 40,000 tpa lithium carbonate facility. Electricity is provided by a 33 kV transmission line that interconnects with an existing 345 kV transmission line located approximately 60 km south of the Cauchari-Olaroz Operation. The interconnection involves a sub-station with a voltage transformer (345/33 kV) and associated switchgear. Another substation at the Cauchari-Olaroz Operation site consists of A stepdown 33/13.2 kV substation at the Cauchari-Olaroz site, consist of two voltage transformers (33/13,2 kV, 15-20 MVA), one (1) 33 kV electrical room and one (1) 13.2 kV electrical room with suitable switchgears and auxiliary equipment for the 13.2 kV local distribution system. The 13.2 kV local electrical distribution system provides power to the plant, camp, intermediate brine accumulation and homogenizing pools/lime pumps, wells and evaporation ponds. In general, all distribution is aerial unless there are major restrictions, in which case underground distribution is adopted. The estimated average load for Cauchari-Olaroz is around 8.4 MW or 72.240 MWh/y, assuming a plant and periphery utilization factor of 0.86. The installed power energy is 16 MW. The power line has sufficient capacity for this load for the existing users. Additionally, there is a stand-by dual diesel/gas generating station at site, located close to the main substation, which can power selected equipment during grid outages. Water for industrial use is supplied by groundwater wells adjacent to the salar and a water pipeline from the north. The infrastructure for water handling includes wells, low-voltage transmission lines to power the wells, pipelines, storage tanks and reverse osmosis plants. Water is required by the process and both camps. The construction and permanent camps are located approximately 8,000 m south of National Highway 52. The permanent camp is a full habitation and administrative complex to support all workforce activities, with a capacity for 762 people, and includes office buildings, bedrooms, dining facilities, medical room, and recreation areas, consisting of a gym, an indoor sports center, a recreation room and an outdoor soccer field. The permanent camp covers a footprint of 8,500 m2 of buildings and 35,700 m2 of external facilities. In the construction camp there are eight housing modules with a total capacity of 392 people, which are only used occasionally. In addition, this camp includes the pilot plant facilities, water treatment plants, and contractor workshops. Additional buildings in permanent camp include lithium carbonate plant; spare parts and consumables warehouse building; soda ash storage building; final product – lithium carbonate – storage building; chemical laboratory; maintenance shop; and water treatment plants. 45 The figure below shows the location of the main facilities that are part of the Cauchari-Olaroz Operation, including: ▪Wellfield; ▪Evaporation ponds; ▪Lithium carbonate plant; ▪Salt and process residues disposal; and ▪Camp. Well Production Equipment Selection. Screened wells target the largest lithium brine aquifers. Submersible electric pumps are used for brine pumping. These pumps send the brine to evaporation ponds through a network of pipelines and mixing pools. 46 Evaporation Ponds. An average water evaporation rate of 6.26 mm per day was used as criterion to design the pond system. This rate corresponds to measured evaporation rates observed at the site where the ponds are located. Assuming the above-mentioned evaporation rate, the total evaporation area required for the production of 40,000 tpa of lithium carbonate is 1,200 ha when including consideration for harvesting of salt deposited in the ponds. The ponds are lined with multi-layer liner consisting of a polymer-based material and engineered granular bedding. The ponds configuration includes provision for uninterrupted production during salt harvesting and maintenance work. Brine is transferred between the successive evaporation ponds using self-priming pumps. Salt Harvest Equipment. In order to recover pond volume taken up by precipitated salt and recover lithium values entrapped with the brine; salt is harvested. Harvesting began after the third year of steady pond operation. The harvesting operation consists of draining the free brine from the pond, scraping the salt to a minimum depth, and making drainage trenches before removing salt. Cauchari-Olaroz is allocating land to host waste salt deposits, which are expected to reach up to 15 m in height and cover 740 hectares over a 40-year mine life. These deposits are inert, with sodium chloride and sulphate making up approximately 87% of the material, and do not introduce foreign compounds to the environment. Cauchari-Olaroz has established an evaporation pond for its industrial liquid waste, and a 50 hectare area is allocated for this purpose. Mining and Environmental Permits Exar has developed a plan that promotes social and economic development within a sustainable framework. Exar began work on the Communities Relations Program with the Department of Susques in the Province of Jujuy in 2009. This plan was created to integrate local communities into the Cauchari-Olaroz Operation by implementing programs aimed at generating positive impacts on these communities. Permitting processes for the Cauchari-Olaroz Operation are governed by Argentina’s national and provincial laws, with oversight from the Jujuy provincial government. Recent updates under Decree No. 7,751- DEyP-2023 have modernized permitting standards, including enhanced consultation protocols and mandatory financial assurances for closure. The Cauchari-Olaroz Operation’s permits for exploration and exploitation activities are in full compliance, with biannual updates submitted as required. Summary of Key Permitting Milestones Permit Type Date Approved Key Updates Exploration August 2009 (initial) Regular biannual updates reflecting new activities. Exploration February 2026 Update to Environmental Impacts Report for Exploration Exploitation November 2012 (initial) Expand production capacity and operational adjustments. Exploitation May 2025 Biannual Environmental Impacts Report for Exploitation Water Use December 2020(160 L/s) North 160 l/s from 6 to 8 wells near Rosario River The Biannual Environmental Impacts Report for Exploitation has been submitted during December 2025, and it is under evaluation. In December 2025, an Environmental Impact Report for additional 45,000 tpa of LCE for new expansion plant has been submitted. In addition, the Biannual Environmental Impact Report for Exploitation has been submitted for the current operation. An additional water concession permit for a further 160 L/s from the south of the basin, for the exploitation phase for a 40-year terms, has been submitted in March 2024 and is currently under evaluation. The provincial water resources department (DPRH) granted authorization to drill exploration wells in the south of the basin. After drilling the wells, and with the results obtained from the tests, DPRH will have to be notified again to complete the permit requirements and obtain the permit to use this industrial water. 47 The Cauchari-Olaroz Operation has also obtained approvals for the provision of electricity to the Exar plant and for internal consumption by Resolution No. 406/2019 SCA, for natural gas by Resolution No. 350/2019 SCA and addendum approved by Resolution No. 215/2020 SCA, for water treatment plant at the construction camp by Resolution No. 327/2018 SCA, for water treatment plant at the operations camp by Resolution No. 226/2020 SCA and for aqueduct with environmental feasibility by Resolution No. 310/2020 SCA. Operating Costs The Cauchari TRS presents a cost estimate (±15% expected accuracy) for the Cauchari-Olaroz Operation of $5,411 per tonne of lithium carbonate, based on 40,000 tpa lithium carbonate production. Reagent consumption rates that were determined by pilot plant, laboratory, and computer model simulation have been actualized based on data obtained during ramp up period. Reagent cost values, which represent 36% of OPEX, has been obtained from the suppliers servicing the actual plant operation. Energy consumption has been determined on an equipment-by-equipment basis and design utilization rate and confirmed with actual operational data. Labor levels are confirmed in accordance with the management team at the Cauchari-Olaroz . Salary and wage are based on the actual data being used at Cauchari-Olaroz. Maintenance estimates were updated on the actual maintenance cost and projected future cost based on their experience with similar operations. Operating Costs Summary Description Total (US$ 000s/Year) Lithium Carbonate (US$/Tonne) Allocation of Total OPEX (%) Direct Costs Reagents 78,986 1,975 36% Maintenance 16,300 408 8% Electric Power 7,362 184 3% Pond Harvesting & Tailing Management 20,259 506 9% Solid Waste Management (Rises) 6,933 173 3% Water Treatment System 0 0 0 Natural Gas 4,567 114 2% Manpower 31,823 796 15% Other personnel Expenses 2,516 63 1% Catering, Security & Third-Party Services 25,860 646 12% Consumables 4,226 106 2% Diesel 829 21 0% Bus-In / Bus-Out Transportation 938 23 0% Direct Costs Subtotal 200,598 5,015 93% Indirect Costs G&A 15,824 396 7% Indirect Costs Subtotal 15,824 396 7% Total Operating Costs 216,423 5,411 100.0% 48 Capital Costs Capital costs for Cauchari-Olaroz (“CAPEX”) are based on the total engineering and construction work, having a design capacity of 40,000 tonnes per year of lithium carbonate. The CAPEX is expressed in current US dollars on a 100% project equity basis. The Company contributed 49% of these costs, matching its shareholding in Exar and excluding JEMSE’s 8.5% interest. Capital costs include direct and indirect costs for: ▪Brine production wells. ▪Evaporation and concentration ponds. ▪Lithium carbonate plant. ▪General site areas, such as electric, gas, and water distribution. ▪Stand-by power plant, roads, offices, laboratory and camp, and other items. ▪Off-site infrastructure, including gas supply pipeline and high voltage power line and water pipeline; and ▪Salaries, construction equipment mobilization, and other expenses. The capital investment for the 40,000 tpa lithium carbonate project, including equipment, materials, indirect costs and contingencies after completion of the construction period is consolidated to $979 million. This total excludes interest expense capitalized during the same period. Disbursements of these expenditures started in 2017 as part of the 25,000 tpa lithium carbonate project. These capital expenditures are summarized in the table below: Capital Costs Summary Item US$ M Direct Cost Salar Development 51.0 Evaporation Ponds 175.5 Lithium Carbonate Plant and Aux. 361.7 Reagents 26.2 On-Site Infrastructure 108.7 Off-Site Services 13.6 Total Direct Cost 736.7 Indirect Cost Total Indirect Cost 224.5 Total Direct and Indirect Cost 961.2 Others 17.8 Total Capital 979 Expended to date 979 Estimate to complete - Sustaining capital expenditures are estimated to total $971 million over the life of the project of the Cauchari-Olaroz Operation. 49 Capital costs include direct and indirect costs for: ▪Brine production wells; ▪Evaporation and concentration ponds; ▪Lithium carbonate plant; ▪General site areas, such as electric, gas and water distribution; ▪Stand-by power plant, roads, offices, laboratory and camp and other items; ▪Off-site infrastructure, including gas supply pipeline and high voltage power line and water pipeline; and ▪Contingencies, salaries, construction equipment mobilization and other expenses. The following items were not included in the estimate: ▪Legal costs; ▪Costs to implement the COVID Protocol and special incentives and allowances; ▪Mineral license costs; ▪Escalation; and ▪Start-up costs beyond those specifically included. Mineral Reserve and Resource Estimate Comparison Between December 31, 2024 and 2025 Mineral Resources The table below sets forth the comparison of the Mineral Resources for the year ended December 31, 2024 and December 31, 2025. The table below compares the current 2026 Mineral Resource Estimate and the previous (Burga et al. 2025) resource estimate. The current Mineral Resource Estimate is 8% larger for the Olaroz North Project Area and 42% in total. The differences between the two Mineral Resources Estimates are attributable to the following factors: •The current Mineral Resource Estimate includes production samples that provide evidence of sustainable grades during the sustained production pumping, supporting expansion of Measured and Indicated Resource zones. •An updated resource categorization method was used, that is based on well density instead of well spacing. The updated method is acceptable due to the enhanced resource certainty that is afforded primarily by sustained production pumping, and also by additional drilling and sampling. This categorization update has resulted in zones that are relatively continuous, as opposed to the discontinuous zones derived through well spacing. •The Resource zone in Olaroz North has been expanded by 19% due to the categorization update carried out due to the reasons exposed above. 50 The new Resource zone also includes areas of the Cauchari South basin that were not included in the previous evaluation. The major increase of Resources is because of the addition of Cauchari South exploration Campaign data which account for 6,746,787 t LCE Measured + Indicated Resources and 4,467,557 t LCE Inferred Resources, making a total addition of 11,214,344 t LCE coming from Cauchari South area. •An updated characterization of porosity values for the hydrostratigraphic units, based on 762 samples taken from the different wells and piezometers during different field campaigns carried out in the previous years. Comparison Between the Current and Previous (Burga et al., 2025)Mineral Resource Estimates ResourceClassification Resources LCE (tonnes) Difference Current (Effective dateDecember 31, 2025) Previous (Burgaet al. (2025))(Effective dateDecember 31,2024) Tonnes % Measured 14,599,317 3,040,109 11,559,208 380% Indicated 11,299,172 13,177,246 -1,878,074 -14% Measured + Indicated 25,898,489 16,217,355 9,681,134 60% Inferred 9,614,004 4,722,700 4,891,304 104% 51 Figure below shows a comparison between the current and previous resource evaluation areas (Burga et al., 2025). Figure: Comparison between the extension of the current Mineral Resource evaluation and the Previous Mineral Resource evaluation (Burga, 2025). 52 Mineral Reserves The table below sets forth the comparison of the Mineral Reserves for the year ended December 31, 2024 and December 31, 2025 The 2025 Mineral Reserve Estimate was derived from the 2019 Mineral Resource Estimate prepared by Montgomery & Associates, which incorporated the hydrostratigraphic framework and numerical models, as well as additional drilling and testing data collected up to the effective date of May 7, 2019, using an expanded dataset. It was reviewed and confirmed as current as of December 31, 2024. Once formulated and calibrated, the updated model simulated a production wellfield to evaluate the ability of the brine aquifer to sustain production sufficient to support a minimum processing rate of 40,000 tpa of LCE over a 40-year operating period. After verifying that this target was technically feasible, the model was used to evaluate a higher potential production rate of 48,800 tpa LCE in support of the Total Mineral Reserve Estimate for the same 40-year period. In 2025, Exar engaged Aquatec and Mark King, PhD, P.Geo., FGC the QP to estimate the 2026 Mineral Reserves associated with the 2026 Resource Estimate, incorporating additional drilling, testing and production data through an effective date of December 31, 2025. To support the updated Mineral Reserve Estimate Aquatec developed a new hydrostratigraphic framework and numerical model and the expanded dataset. Following calibration with the historical operation and production data, the updated numerical model simulated the current production wellfield to evaluate the ability of the brine aquifer to sustain a target of 40,000 tpa LCE over an additional 35-year operational period which is reported as reserves, starting January 1 2026 and extending through the end of year 2060, designed to match the original 40-year period which was defined based on the estimated useful life of the plant. Following the verification that the current production wellfield is capable of delivering sufficient brine to sustain the minimum Stage 1 target production rate of 40,000 tpa of LCE, ongoing updates to the calibrated numerical model are being undertaken to evaluate this production rate from the entire Salar basin. These modeling efforts are designed to support the estimation of a Total Mineral Reserve to allow for a Stage II expansion reaching a total production of more than 80,000 tpa over a 40-year operating life. Stage II will be incorporating a new processing technology that will help increase the lithium recovery, reduce the land footprint and accelerate the Project schedule. The main differences between 2019 and 2026 Mineral Reserves Estimations are summarized below: ▪Production Basis and Expansion Framework oThe 2026 Mineral Reserves Estimate is based on a target production rate of 40,000 tpa of LCE for Stage 1 operations. The current mineral reserve estimate intentionally evaluates reserves sufficient to support this base production rate, while preserving additional extraction capacity for a potential Stage 2 expansion in the future which could include Cauchari South and a total production of approximately 80,000 tpa LCE. oIn contrast, the 2019 Mineral Reserves Estimate, considered a maximum production of 48,800 tpa LCE over a 40 year operating period, based on a larger wellfield and production capacity beyond Stage 1. ▪Mine Life and Treatment of Historical Production oThe 2026 Mineral Reserves Estimate considers a 35-year period, from January 1, 2026, through December 31, 2060. The estimate is forward-looking and excludes historical production from year 2018 to 2025 of 280,978 t LCE which includes the current brine inventory. oNo material changes to previous 40-year project life from 2019 Mineral Reserve Estimate after adjusting for brine production from 2018-2025 and 2026 Mineral Reserves Estimate of 35-year period from January 1, 2026 to December 31, 2060. oDespite the exclusion of historical production, modeled lithium at the end of the reserve life remains robust and drawdowns in both salars are not significant, leaving room for an extension of project life or future Stage 2 expansion. 53 ▪Process Recovery Assumptions oThe 2026 Mineral Reserves Estimate uses an updated process recovery assumption of 63.0%, reflecting demonstrated operating performance, while the 2019 Mineral Reserve Estimate applied a theoretical process efficiency of 53.7 %. ▪Proven Mineral Reserves oThe 2026 proven Mineral Reserves Estimate are evaluated in the first 10 years of production, supported by available production history, updated resource modeling, and drawdowns and lithium concentration, giving additional certainty compared to the 2019 Reserves Estimates. As a result of the incorporation of operating history and updated modeling, Proven Mineral Reserves have increased by 45% in 2026 relative to the 2019 estimations. ▪Probable Mineral Reserves oThe 2026 Probable Reserves estimates are reduced by 40% changes in classification methodology and production assumptions, rather than a deterioration in resource quality. Key factors include: ▪Five years of production previously classified at Probable being reclassified as proven, supported by operational data. ▪Production from 2018 to end of 2025 is not considered in the 2025 Reserves Estimate as they are calculated forward looking. ▪Production in 2026 estimate only considers sufficient brine for target of 40,000 tpa LCE leaving additional production for a future expansion, while 2019 Probable Reserves Estimates considers a production of 48,800 tpa LCE. ▪Wellfield Development Assumptions oIn 2019 Reserves Estimation, the wellfield output involved 56 wells to produce 48,800 tpa LCE, which was considered the wellfield limit, whereas in 2026 Reserve Estimation considers current 39 production wells drilled to prove sufficient brine in Stage 1 for production of 40,000 tpa LCE. Ongoing Numerical Model simulations aim to prove Stage 2 expansion to a total production of over 80,000 tpa LCE based on a larger wellfield. Comparison of Mineral Reserve Estimates- Current and Previous (Burga et al. 2025) Reserve Category Mineral Reserves Estimates t LCE Difference Previous Burga (et al.2025)(Effective DateDecember 31, 2024) Current Estimation(Effective DateDecember 31, 2025) Tonnes % Proven 276.250 (5 y) 400,886 (10 y) 124,636 45% Probable 1.675.770 (35 y) 1,013,796 (25 y) -661,974 -40% Total P&P 1.952.020 (40 y) 1,414,682 (35 y) -537,338 -28% Process efficiency 53.7% 63% - 9.3% Tonnes Per year 48,800 40,419 -8,381 -17% Years 40 35 -5 # of wells 56 39 -14 54 POZUELOS PASTOS GRANDES PROJECT Project Overview PPG lithium brine project incorporates the adjacent Pozuelos and Pastos Grandes salars in the Puna (Altiplano) region of northwestern Argentina, approximately 600 km to the port of Antofagasta, Chile, The project outlines a phased development - with initial 50,000 tpa of LCE increasing to 150,000 tpa over three stages using a hybrid DLE flowsheet that pre-concentrates brine in ponds using solar evaporation, then selectively recovers lithium from concentrated brine using solvent extraction (SX) before final purification and production of primarily lithium carbonate. The technical approach is designed to lower reagent and environmental impact versus alternative processes and is expected to improve product consistency and quality, while reducing costs at a large production scale. The Secretariat of Mining and Energy of the Province of Salta, Argentina, issued the Environmental Impact Statement, Declaración de Impacto Ambiental, (“DIA”) for Stage 1 of the PPG Project. 55 Detailed Property Description Technical Information All capitalized terms used in the disclosure below that are not otherwise defined shall have the meanings ascribed thereto in the PPG Scoping Study. Information contained in the PPG Scoping Study, including (but not limited to) mineral extraction, processing and recovery operations, projected costs, and project economics for the PPG Operation (including, for greater certainty, revenue, net present value, cash flow and earnings) are presented as of the date of the PPG Scoping Study based on criteria, assumptions, estimates and other information available at the time and therefore may not reflect actual results and outcomes, updated project economics, capital costs and/or operating costs for the project. As a result, actual results may differ from those presented. See “Item 3.D - Risk Factors”. Property Description and Location The PPG Project is located in the “lithium triangle” in the province of Salta, Argentina. The Project incorporates two salars that are in close proximity to each other, namely the Pozuelos and Pastos Grandes salars, centred at 24°42′S, 66°49′W, and 24°34′S, 66°42′W, respectively. The project is surrounded by Salar de Pocitos to the west, Salar de Rincon to the Northwest, Caucharí to the North, and Salar de Centenario to the South. Property Location — Pozuelos–Pastos Grandes Basins, Salta Province (see map below). Ownership The Project is owned by Ganfeng and Lithium Argentina. The Project areas cover the following: ▪Lithea Project (Pozuelos-Pastos Grandes - “Pozuelos”) is owned 100% by Ganfeng, with the area of 32,314 hectares. 56 ▪Pastos Grandes SA (Pastos Grandes - “PGCo”) is owned 15% by Ganfeng Lithium and 85% by LAR, with the area of 20,095 hectares. ▪Sal de la Puna Project (Pastos Grandes - “SdlP”) is owned 100% by Puna Argentina SAU, whose parent company, Sal de la Puna Holdings S.à r.l., is owned 35% by Ganfeng and 65% by LAR, with the area of 13,852 hectares. In August 2025, Ganfeng and Lithium Argentina agreed to establish a new joint venture consolidating the projects above. Upon closing, Ganfeng will hold 67% and Lithium Argentina 33% of PPG, with ownership based on resources, capital contributions and technology inputs. The total PPG Project covers 66,261 hectares. History Pozuelos The prior exploration history and ownership of Salar de Pozuelos and Salar de Pastos Grandes properties is documented in NI 43-101 technical reports filed by LSC Lithium Corporation (“LSC Lithium”) DAR (Hains, 2016; 2017a, b; 2018a, b). A brief summary is provided below: ▪Sampling of brine in Argentine salars by Fabricaciones Militares (an Argentine government agency) during 1970. 57 ▪Evaluation of mineral potential of Argentine salars, including Pozuelos, by Igarzábal (1984) as part of the Instituto de Benefico de Minerales (INBEMI) investigation carried out by the National University of Salta. ▪Production of borates from surface of northern portion of salar de Pozuelos (on-going on intermittent basis). ▪Acquired by Ekeko S.A. in about 2007. Acquired by LitheA Inc. in 2008 (Ekeko and LitheA were related companies at the time). ▪LitheA was acquired by LSC Lithium by way of purchase option dated November 23, 2016. Option exercised March 15, 2017. (See press release issued by LSC Lithium on March 15, 2017, for details). Details of the exploration by LitheA are described in detail in Hains (2017a, b; 2018a, b). Exploration activity included the following: Surface Sampling: ▪Widely spaced surface sampling (40 pits) to maximum depth of 1.8 m and mechanically dug pits (237 on 500 m x 500 m grid). Assay results indicated the presence of two higher grade areas within the salar and a significant area of high-grade brine within the central nucleus of the salar, with decreasing lithium grades towards the margins of the salar. Geophysics ▪2009 Vertical Electrical Sounding (SEV) and magnetotelluric (MT) surveys to determine the presence and distribution of aquifer zones and the shape of the salar basin. The work identified the presence of three resistivity response zones indicating the presence of brine: 1)Upper Conductive Zone (UCZ) is likely to consist of current or recent evaporite facies and highly porous brine-saturated halite. 2)Intermediate Resistive Zone (IRZ) mainly formed by massive halite, gypsum, carbonates, borates and interbedded clastic sediments; and, 3)Lower Conductive Zone (LCZ) or geoelectrical basement composed of buried equivalents of Ordovician and Cenozoic sedimentary outcrops surrounding the salar. Presence of two depocenters in the salar one greater than 150 m depth with a halite composition and the other, smaller one, greater than 100 m depth and probably of a more clastic nature. Drilling, pump tests, and evaporation tests •Drilling ▪Two vertical wells (SPZRC001 and SPZRC002) to a depth of approximately 90 m. A short (20 m deep) uncased piezometer well was drilled approximately 11 m east of SPZ RC001; ▪One HQ size diamond drillhole (SPZ DDH001) drilled to a depth of 183 m adjacent to SPZ RC001. This hole was drilled to collect data on variations in lithology with depth and to collect brine samples below a massive clay layer encountered at about 90 m depth in the rotary holes. •Pump Tests ▪Pump tests were conducted by Eramine Sudamerica and LitheA from holes SPZ001 and SPZ002. The results of the pumping tests by Conhidro (2011) indicated a transmissivity in the area of hole SPZ001 of 1,001 m2/day and a storage coefficient of 0.0025 to 20 m depth and a transmissivity of 639 m2/day and storage coefficient of 0.0000855 to 79.5 m. The pumping test for SPZ002 indicated a substantial drawdown of 55 m and a flow rate of 100 m3/hr over the full depth of the well. Grades (>500 mg/L lithium). ▪Eramine Sudamerica (2012) completed step tests at well RC001PZ (ex SPZ RC001) and determined a transmissivity on the order of 400 m2/day. A long-term pumping test (19 days) showed average lithium content during pumping was about 570 mg/L, with similar stability in other key anions and cations. •Evaporation Tests ▪As part of the work with POSCO, LitheA undertook a series of evaporation tests on brine recovered from the salar. These tests included analyses of evaporation from small test pits, as well as studies of evaporation 58 using both lined and unlined ponds on the salar. It was found that due to the high porosity of the surface halite, pond evaporation using unlined ponds was not possible, but that use of lined ponds could be considered. History of Pastos Grandes Mining for borates has been conducted in the Pastos Grandes area since the early 1960s. Borax Argentina, a subsidiary of Orocobre Limited, mines colemanite, hydroboracite and ulexite from the Sijes Formation on tenements located on the southern and eastern margins of the Pastos Grandes basin. The minerals are processed at the Sijes borates plant operated by Minera Santa Rita. In 1987 Ulex started borate mining operations on the southeastern extension of the Pastos Grandes basin at the Sol de Mañana mine, producing approximately 1,000 ton per annum of colemanite- hydroboracite-ulexite. Tramo SRL has mined colemanite on an intermittent basis at the Quebracho property on the southern border of the Pastos Grandes salar and common salt on the salar surface since 2006. Various other mining groups have recovered salt from the salar using solar evaporation on various properties across the salar. Initial exploration for lithium at Pastos Grandes was undertaken by the Direcion Generale Fabricaciones Militares (DGFM), an agency of the Argentine government, in 1979 when a program to explore for lithium in many of the salars in the Puna was started (Nicolli et al, 1982). Work at Pastos Grandes included geological mapping and surface sampling, with six brine samples from surface and eight from hand-dug pits and four from stream samples. The samples from the salar showed an average value of 384 ppm Li and 4,066 ppm K for pit samples and 327 ppm Li and 3,518 ppm K for surface samples (Nicolli et al, 1982). In 2011 and 2012 Eramine Sudamerica SA (“Eramine”), a subsidiary of Eramet SA, carried out surface mapping and sampling, drilling and pump testing at locations across the salar. Drilling was limited to a maximum depth of 160 m. In addition, Eramine also completed a program of geophysical surveys, including TEM, CS-AMT and VES (Eramine, 2016). The work by Eramine was summarized in an NI 43-101 technical report filed by Millennial Lithium in 2016 (Rojas, 2016) and updated in 2017 (Rosko, 2017). LSC Lithium, as part of its initial due diligence exploration program related to acquisition of tenements on salar de Pastos Grandes, completed a program of surface sampling under the direction of the author. Details of the results of the due diligence program can be found in Hains (2017a). LSC Lithium completed a program of exploration geophysics, drilling, and brine sampling resulting in an initial resource estimate for its salar de Pastos Grandes tenements dated October 19, 2018, of measured and indicated resources of 344 kt Li and of inferred resources of 58 kt Li. Millennial conducted an extensive program of field work across the Salar from 2016 to 2021 known as the Stage Two and Three investigations of the Pastos Grandes Project. These programs delineated measured and indicated resources of 4,120 kt of LCE (Montgomery & Associates 2019). A positive NI 43-101 Feasibility Study (FS) was completed (Worley 2019) for a 24,000 TPA battery lithium carbonate production plant with a 40-year mine-life using conventional lithium processing technology based on 943 kt of proven and probable Mineral Reserves. In January of 2022 Lithium Americas Corp completed the acquisition of Millennial including the Pastos Grandes Project. LAR does not treat the mineral reserve estimate as a current mineral reserve estimate and no qualified person has done sufficient work to classify this historical mineral reserve estimate as a current mineral reserve. While the mineral reserve estimate was reported in accordance with CIM categories, the qualified person is unable to verify the relevance and reliability of the estimate at this time. 59 Centaur Resources (“Centaur”) carried out lithium exploration activities on the ‘Alma Fuerte’ mining claim of its Sal de la Puna Project immediate to the south and east of the LAR mining claims during 2018/2019. This program included drilling of three boreholes including a pumping well to around 600 m depth, pumping tests, and seismic & TEM geophysical surveys. On October 19, 2021, AMSA announced the results of the maiden mineral resource estimate (effective as of September 9, 2021) conducted on its Sal de la Puna Project (SdlP). An Inferred mineral resource consisting of 560,000 t LCE was defined on the Almafuerte property. In 2023, LAR purchased AMSA (Sal de la puna project). AMSA is now 65% owned by LAR and 35% owned by Ganfeng. LAR owns 85% of Pastos Grandes Co Project (PGCo) while Ganfeng Lithium Netherlands Co., B.V. owns the other 15%. Pozuelos hosts the Pozuelos exploration camp, which was completed in October 2018. The camp serves as the exploration base for the PPG Project and will be expanded as the Project advances. In addition to that, Pozuelos has a pilot plant, solar panels, and evaporation ponds for tests. Pastos Grandes has a camp for 100 people, a pilot plant and solar panels. Through diligent drilling operations conducted by Ganfeng and LAR, a total of 104 exploration wells have been drilled: in Pozuelos, 43 DDH wells and 11 RC wells have been drilled; in Pastos Grandes, 31 DDH wells and 19 RC wells have been drilled. In addition, 27 production wells were successfully drilled through the salars. The Company has already submitted an Environmental Study for the pipeline corridor which allows the transport of brine from Pastos Grandes to Pozuelos. The EIR/EIS for Phase 1 (Pozuelos) was approved by the Province of Salta in November 2025. For Phase 2 and 3, the permits need to be submitted. There are no known environmental liabilities. Geological Setting and Mineralization The PPG Project is in the Altiplano-Puna Plateau portion of the Andean Mountain range. The basement rock in the region is primarily comprised of Ordovician metasediments overlain by Eocene to Neogene sedimentary rock with intercalated volcanic rock. These basement rocks are exposed along the margins of the Pozuelos and Pastos Grandes salars due to NNE-trending thrust faults and NW-SE lineaments. Both salar basins contain thick sequences of clastic sedimentary rock and halite bodies (Coira et al., 1982; Marret et al., 1994; Allmendinger et al., 1997; Chernicoff et al., 2002). Pozuelos The modern salar at Pozuelos is classified as a mature salar. The lithology of the salar reflects this development, with the following general sequence of hydrogeologic units: ▪Ephemeral Saline Lake Facies: comprised of halite with mixed textures is the uppermost layer of the salar and contains sediments related the modern hypersaline lake. ▪Perennial Saline Lake Facies: comprised of fractures and massive halite with interstitial clays and sand. ▪Saline Mudflat Facies: comprised of silt mixed with clays and fine sand, associated with an older, oversaturated lake and quiet environment, likely time-equivalent to the Sijes and Blanca Lila Formations. ▪Playa Margin Facies: comprised of gravels representing alluvial and colluvial deposits with some interbedding of more sandy facies, both laterally and vertically, likely corresponding to Geste and Pozuelos Formations, respectively. ▪Siltstone: comprised of Cenozoic siltstones likely correlative with the Pozuelos Formation; and ▪Fractured Aquifer: comprised of the Copalayo Formation bedrock with varying degrees of fractures. 60 The brine from Pozuelos are solutions saturated in sodium chloride with an average concentration of TDS of 316 g/L and an average density of 1.21 g/cm3. The other components present in the Pozuelos brine are K, Li, Mg, SO42-, Cl and B with relatively low Ca. The brine can be classified as a sulphate-chloride type with anomalous lithium. Lithium concentrations in Salar de Pozuelos have an average value of 518 mg/L, with some samples reaching up to 908 mg/L. Pastos Grandes The modern salar at Pastos Grandes contains five major hydrogeological units based on drill core, surface mapping, and geophysical information. This includes: ▪A Fluvial/Alluvial unit: comprised of gravel and sand around the salar, with thicknesses up to 450 m in the northern sector of the basin. ▪An Upper Clay unit: comprised of claystones and siltstones mostly in the centre-south of the basin, roughly correlative with the marginal facies of the Blanca Lila Formation. ▪A Saline Lacustrine unit: comprised of thick massive halite beds and minor interbedded claystones, ranging from 200 to over 700 m in thickness, roughly correlative with the indurated halite core of the Blanca Lila Formation typified by the Blanca Lila islands. ▪A Central Clastic unit: comprised of clays and clayey sands underneath the halite bodies with thicknesses up to 300 m, roughly correlative with marginal lacustrine facies of the Sijes and/or Blanca Lila Formations; and ▪Base Breccia/Gravels unit: comprised of sedimentary breccia with coarse fragments of silicified conglomerate, metasediments, ignimbrite, and intercalated tuff, reaching over 200 m on the western margin of the salar and corresponding mostly to the Pozuelos Formation (and locally Tajamar Tuff, Verde Conglomerate, and marginal facies of the Sijes Formation). The brine from Pastos Grandes are solutions saturated in sodium chloride with an average concentration of TDS of 302 g/L and an average density of 1.19 g/cm3. The other components present in the Pastos Grandes brine are K, Li, Mg, SO4, Cl and B with relatively low Ca. The brine can be classified as a sulphate-chloride type with anomalous lithium. Lithium concentrations in Salar de Pastos Grandes have an average value of 403 mg/L, with some samples reaching up to 700 mg/L. Deposit Types Pozuelos According to Alonso et al. (1991), Salar de Pozuelos is a dry salar, characterized by high rates of evaporation and there is sediment starved (fluvial input is restricted to rare flash floods, and groundwater is the most important source of brine). This is consistent with the conceptual model for mineralization, indicating that the main source of water/Li in the system was a one-time input from the catastrophic flooding of the Pastos Grandes basin into Pozuelos less than 200,000 years ago. The Pozuelos basin covers an area of 384 km2 including 10 sub-basins that provide lateral groundwater inflows. The Salar nucleus itself covers an area of 84 km2. No surface water inflows occur into the Salar. The main source of surface water within the Pozuelos watershed are the fourteen springs. The Salar de Pozueles basin is an enclosed (endorheic) basin in which recharge occurs through direct infiltration of precipitation and groundwater inflows from the surrounding sub-basins. Discharge occurs mainly through evaporation. Groundwater recharge is estimated to range between 128 L/s and 707 L/s. Evaporation is estimated at 493 L/s. In mid-2024, LAR and Ganfeng engaged the UMASS/UAA Lithium Solutions team to initiate an updated water balance study of the Pozuelos basin using the same methodology that was applied in the 2023/2024 Pastos Grandes water balance study (Blin et al., 2024). 61 Pastos Grandes The Pastos Grandes basin covers an area of 1,738 km2 with a salar nucleus of 36 km2 comprised mostly of flat sandy-silty salt crust. The general elevation of the salar surface is 3,773 masl, with the “islands” having a typical elevation of approximately 3,785 - 3,790 masl. The surrounding hills range in elevation from approximately 3,825 masl on the south, east and northeast sides of the salar and increase rapidly on the west side to approximately 3,990 masl. Surface runoff is mainly restricted to the rainy season during summer. A water balance for the Pastos Grandes Subbasin was prepared as part of the conceptual hydrogeological model. In closed endorheic basins such as Salar de Pastos Grandes recharge is in long-term equilibrium with evaporation in the absence of any brine production. Recharge is composed of direct recharge from precipitation and lateral groundwater inflows from adjacent subbasins (Sijes subbasin) and was estimated within a range of 200 - 900 L/s. A systemic surface monitoring was implemented in 2023 to obtain a better understanding of the flow regimes in these streams throughout the different seasons of the year. Data indicate that inflows into the Pastos Grandes system includes surface and groundwater flow 776 L/s – 2,130 L/s, with a mean 960 L/s of lateral recharge (Blin et al., 2024). Future dynamic models will incorporate the new data from this more comprehensive monitoring program utilizing state-of-the-art measurement, isotopic, and geochemical techniques. Exploration and drilling Pozuelos Geophysical survey exploration has been carried out in the salar since 2009. LSC Lithium has completed two seismic exploration programs on Salar de Pozuelos: the first program was completed in later 2017 and consisted of a 28.29 km seismic survey comprising three lines with geophones placed at 400 m stations, in order to test depths to 350 m. GEC was subsequently engaged to undertake the second seismic survey along the SW-NE axis of the salar in 2018 to improve the data interpretation. It comprised three profiles, a longitudinal line of 14,280 m and two transvers lines of 7,690 m and 6,320 m running in a NW-SE across the salar in the south and north. GEC redid the seismic profiling of the longitudinal line in mid-2018. The line run in a NE direction from the SE to the NE, with a length of 14,394 m. Gravity and Magnetotellurics studies were conducted by the company Proingeo in 2021: the gravity from Proingeo (2021) was used to interpret the elevation of the basin's basement; and the Magnetotellurics geophysics survey from Proingeo 2021 was a guide to delineating aquifer continuity. Lithea completed a program of exploration for fresh water in 2016 (Hidrotec, 2016). The focus of the program was on the northwestern corner of the salar based on the results of the SEV geophysics. Drilling for lithium at the Pozuelos dates from 2008. Two vertical wells (SPZ RC001 and SPZ RC002) to a depth of approximately 90 m was drilled. One HQ size diamond drillhole (SPZ DDH001) drilled to a depth of 183 m adjacent to SPZ RC001, to collect data on variations in lithology with depth and to collect brine samples. LSC Lithium completed sixteen diamond core drill holes (DDH-400, SP-2017-01 to SP-2017-15) at Pozuelos in 2017. Boreholes were drilled at HQ diameters and with the depths ranging from 51.8 m to 322.7 m. Besides, fourteen pumping wells have been completed at the salar by LSC Lithium in 2017. In 2018, two exploration holes were drilled to test the northern section (PZ-18-02) and the lateral and depth extension of the central depocenter (PZ-18-01). The brine and core samples were collected, and a series of pumping wells and piezometers were developed to evaluate aquifer parameters and brine chemistry. In each drilling campaign, lithium exploration wells have been successively drilled deeper. Wells PZ-2024-22 and PZ-2023-19, from the latest drilling campaign from 2023/2024, opened new targets to deeper zones of the basin at the east. Recently, in the latest drilling program, wells PZ-2024-11, PZ-2024-25 and PZ-2024-21 opened new deeper targets toward the southeast and northeast of the salar. 62 Pastos Grandes 70 boreholes for a total 31,485 m have been drilled recovering 12,265 m of core samples. Additionally, 14 pumping wells were drilled and tested to evaluate flow potential, and the results were used to forecast production through a dynamic model. In 2011 and 2012 Eramine Sudamerica SA, a subsidiary of Eramet SA, carried out surface mapping and sampling, drilling and pump testing at locations across the salar. Drilling was limited to a maximum depth of 160 m. In addition, Eramine also completed a program of geophysical surveys, including TEM, CS-AMT and VES (Eramine, 2016). Millennial conducted an extensive program of field work across the Salar from 2016 to 2021 known as the Stage Two and Three investigations of the Pastos Grandes Project. LSC Lithium completed six drill holes at Pastos Grandes in 2018. Boreholes were drilled using a combination of diamond bit and tri-cone at HQ diameter. Drilling was completed by Hidrotec (Holes SPG-02, 2B, 4A, 5, 5B) and AGV (Hole PG-18-01). Centaur carried out lithium exploration activities on the ‘Alma Fuerte’ mining claim of its Sal de la Puna Project immediate to the south and east of the LAR mining claims during 2018/2019. This program included drilling of three boreholes including a pumping well to around 600 m depth, pumping tests, and seismic & TEM geophysical surveys. Recently LAR completed a fourth exploration campaign consisting of two exploration boreholes using Mud Rotary and Diamond Drilling methodology (PGMW23-23 and PGMW23-24). AMSA and Centaur carried out drilling programs on the Sal de la Puna Project between 2018 and 2022. These programs consisted of two diamond core holes (DD-01 and DD-02), five combination core /rotary holes (PP-01- 2018, PP-02-2018 and R-01 through R-03), two production wells (PP-03-2019 and PW-1), and several piezometer installations. Ganfeng Lithium drilled five exploration boreholes in 2023 and 2024 with the diamond drilling methodology (PG- 2023-02, 03, 04, 05 and 13) and two production wells (PG-2023-03PW and PG-2024-21PW) were drilled using the mud rotary methodology. Mineral Resource Estimate A Mineral Resource estimate for the Pozuelos Pastos Grandes Project is summarized in the tables below. Mineral Resources Pozuelos The Resource Estimate was developed using three-dimensional block modelling with Leapfrog Geo (Seequent) software. The modelling was supported by geophysical, geological, and geochemical data and interpretations made by Golder. The resources estimate was prepared in according with the requirements of the S-K 1300 and uses the best practices methods specific to brine resources. A 125 mg/l lithium concentration cut-off was applied to the resource estimate. The modelling method consisted of the following steps: ▪The footprint of the resource zone was defined based on the interpreted boundaries of the salt flat and the deposit characteristics. ▪The drilling data and MT results were interpreted to identify primary lithologies and their continuity within the resource zone. Data interpolation was conducted to develop a full 3D geological model. ▪The 3D geological model was divided into five Hydrostratigraphic Units (HSUs), which are groups of lithologies with similar hydrological properties. 63 ▪The drainable porosity data from Neutron logs were used to calculate the amount of lithium-enriched brine available for the Pozuelos project. ▪The assays from the brine samples from packer testing were interpolated in the block model to obtain the amount of lithium available to estimate the total resource stated as LCE. A summary of the Measured, Indicated and Inferred Resource Estimate is shown in following table. Table 1: Mineral Resource Estimate for Pozuelos (Effective Date: December 31, 2025) Resource Category Rock volume (km3) Brine volume (km3) Li (mg/L) Li (tonnes) LCE (tonnes) Measured Resource 20.45 2.21 490.5 1,097,038 5,836,244 Indicated Resource 3.54 0.41 528.7 221,877 1,180,384 Measured + Indicated 510.0 1,318,915 7,016,628 Inferred Resource 9.50 1.25 581.0 736,924 3,920,437 Notes: 1)S-K 1300 definitions were followed for Mineral Resources. 2)LCE is calculated using the Li: LCE factor = 5.322785 multiplied by the mass of Lithium. 3)A cut-off grade of 125 mg/l has been applied to the mineral resource estimates. An FoB price forecast of US$18,000 per metric ton of Li2CO3 and US$17,800 per metric ton of coarse particle LiOH×H2O for years beyond 2028 is used. A 75% overall lithium recovery efficiency factor has been applied to calculate the final LCE production. 4)The Mineral Resource Estimate is not a Mineral Reserves Estimate and has no demonstrated economic viability. 5)Comparisons of values may not be equivalent due to rounding of numbers and the differences caused by use of averaging methods. 6)The Siltstone unit was not included in the resource estimate. 7)Project economics in this report are not based on Inferred Mineral Resource. 8)The QPs are not aware of any known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources. 9)A Qualified Person and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 20-F as of December 31, 2025 and reviewed the resources and material assumptions in the PPG TRS and confirmed that the resources and material assumptions remain current as of December 31, 2025. Pastos Grandes The resource estimation for the Pastos Grandes salar was developed using the Stanford Geostatistical Modelling Software (SGeMS) by Atacama Water (AW), and it was prepared in accordance with the requirements of S-K 1300 and uses the best practices methods specific to brine resources. A 125 mg/l lithium concentration cut-off was applied to the resource estimate. The modelling method consisted of the following steps: ▪The footprint of the resource zone was defined based on the interpreted boundaries of the salt flat and the deposit characteristics. ▪Based on the lithological descriptions of the drill core and cutting together with the interpretation of the available geophysical information and field observations, a 3-D geological model of the Pastos Grandes sub-basin were developed. ▪The 3D geological model was divided into five major Hydrostratigraphic Units (HSUs), which are groups of lithologies with similar hydrological properties. 64 ▪The specific yield values were derived from 115 valid drainable porosity analyses of undisturbed samples, analysed by GeoSystems Analysis. ▪The distribution of lithium concentration in the model domain is based on a total of 530 brine analyses (not including QA/QC analyses) to estimate the total resource stated as LCE. A summary of the Measured, Indicated and Inferred Resource Estimate is shown in following table. Table 2 shows the mineral resources for the total Pastos Grades properties expressed as lithium carbonate equivalent (LCE). Table 2: Mineral Resources Estimate for Pastos Grandes (Effective Date: December 31, 2025) Resource Category Aquifer volume (km3) Brine volume (km3) Li (mg/L) Li (tonnes) LCE (tonnes) Measured Resource 25.28 3.09 451.0 1,393,000 7,414,640 Indicated Resource 1.15 0.17 166 28,000 149,038 Measured + Indicated 439 1,421,000 7,563,678 Inferred Resource 10.83 1.18 456.0 525,000 2,794,462 Note: 1)S-K 1300 definitions were followed for Mineral Resources. 2)This table includes resources in all areas of PG and SdlP previously owned by Ganfeng and Lithium Argentina separately. 3)LCE is calculated using the Li: LCE factor = 5.322785 multiplied by the mass of Lithium. 4)A cut-off grade of 125 mg/l has been applied to the mineral resource estimates. An FoB price forecast of US$18,000 per metric ton of Li2CO3 and US$17,800 per metric ton of coarse particle LiOH×H2O for years beyond 2028 is used. A 75% overall lithium recovery efficiency factor has been applied to calculate the final LCE production. 5)The Mineral Resource Estimate is not a Mineral Reserves Estimate and has no demonstrated economic viability. 6)Comparisons of values may not be equivalent due to rounding of numbers and the differences caused by use of averaging methods. 7)Project economics in this report are not based on Inferred Mineral Resource. 8)The QPs are not aware of any known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources. 9)A Qualified Person and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 20-F as of December 31, 2025 and reviewed the resources and material assumptions in the PPG TRS and confirmed that the resources and material assumptions remain current as of December 31, 2025. For the Pozuelos-Pastos Grandes Regional Development Project, the integrated mineral resources are shown in Table 3. Table 3: Mineral Resources for the PPG Project (Effective Date: December 31, 2025) Pozuelos Pastos Grandes (including SdlP) Subtotal LCE Resource Category Li (mg/L) LCE (tonnes) Li (mg/L) LCE (tonnes) (tonnes) Measured Resource 491 5,836,244 451 7,414,640 13,250,884 Indicated Resource 529 1,180,383 166 149,038 1,329,421 Measured + Indicated 510 7,016,627 439 7,563,678 14,580,305 Inferred Resource 581 3,920,437 456 2,794,462 6,714,899 Note: 1)S-K 1300 definitions were followed for Mineral Resources. 2)LCE is calculated using the Li: LCE factor = 5.322785 multiplied by the mass of Lithium. 65 3)A cut-off grade of 125 mg/l has been applied to the mineral resource estimates. An FoB price forecast of US$18,000 per metric ton of Li2CO3 and US$17,800 per metric ton of coarse particle LiOH H2O for years beyond 2028 is used. A 75% overall lithium recovery efficiency factor has been applied to calculate the final LCE production. 4)The Mineral Resource Estimate is not a Mineral Reserves Estimate and has no demonstrated economic viability. 5)Comparisons of values may not be equivalent due to rounding of numbers and the differences caused by use of averaging methods. 6)Project economics in this report are not based on Inferred Mineral Resource. 7)The QPs are not aware of any known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources. 8)A Qualified Person and an employee of the Company, has approved the mineral reserves and mineral resources included in this Annual Report on Form 20-F as of December 31, 2025 and reviewed the resources and material assumptions in the PPG TRS and confirmed that the resources and material assumptions remain current as of December 31, 2025. A cut-off grade of 125 mg/l has been applied to the M+I+I resources estimates. The cutoff grade is based on the various inputs and the formula below: Total Capital Expenditure US$ 3,301 million Total Operating Expenditure US$ 16,332 million Cost of Capital US$ 330 million (10 percent of Total Capital) Total Brine Extracted 2,297 Mm3 Conversion from Li to Li2CO3 5.323 Projected LCE Price US$ 18,000 per metric ton of LCE Export Duties 0% Royalties 3.0% Calculated Recovery 75% Resulting in a calculated cut-off grade of 125 mg/l. Factors that may affect the Brine Resource estimate include: locations of aquifer boundaries; lateral continuity of key aquifer zones; presence of fresh and brackish water which have the potential to dilute the brine in the wellfield area; the uniformity of aquifer parameters within specific aquifer units; commodity price assumptions; changes to hydrogeological, metallurgical recovery, and extraction assumptions; density assignments; and input factors used to assess reasonable prospects for eventual economic extraction. Currently, Mr. Wang James (the QP), does not know any environmental, legal, title, taxation, socio-economic, marketing, political, or other factors that would materially affect the current Resource estimate. 66 Mineral Resource Estimate Comparison Between December 31, 2024 and 2025 The company has reported its Mineral Resources in accordance with NI 43-101 for the periods ending December 31, 2024, and in accordance with S-K 1300 guidelines for the period ending December 31, 2025. The company’s attributable interest was 100% for the period ending on December 31, 2025. Mineral Resources Table MR1 sets forth the comparison of the Mineral Resources as set forth in the Company’s annual report on Form 20-F for the year ended December 31, 2024. The Mineral Resources reported for the period ending December 31, 2024, were calculated for its 100 % attributable interest in the PG Co concessions and did not include the Mineral Resources on the Lithea and PASAU properties. No lithium cut-off concentration was applied to the Mineral Resources reported for the period ending December 31, 2024. For the period ending December 31, 2024, there were no changes in the Mineral Resources from the period ending December 31, 2023. The Mineral Resource for the period ending December 31, 2025, include Mineral Resources contained on the Lithea Pozuelos and Pastos Grandes properties, the PGCo properties and the PASAU properties. A lithium cut-off concentration of 125 mg/L was applied to the Mineral Resources reported for the period ending December 31, 2025 Additional exploration work completed in Pozuelos between 2023 and 2025 include 17 boreholes PZ-2023-4, PZ-2023-12, PZ-2023-14, PZ-2023-19, PZ-2023-20, PZ-2023-24, PZ-2023-26, PZ-2024-01, PZ-2024-03, PZ-2024-07, PZ-2024-09, PZ-2024-11, PZ-2024-13, PZ-2024-21, PZ-2024-22, PZ-2024-25, and PZ-2024-28 for a total drilling metreage of 6,698 m. The results of this additional exploration work were incorporated into the geological and resource models for Pozuelos and led to the updated 2025 Resource Estimate shown in Table MR1. Additional exploration work incorporated into the 2025 Pastos Resource Estimate include: ▪Two exploration boreholes using Mud Rotary and Diamond Drilling methodology (PGMW23-23 and PGMW23-24) completed by LAR during 2023 on the PG Co concessions ▪Drilling programs on the Sal de la Puna Project carried out by Centaur and AMSA between 2018 and 2022 that consisted of two diamond core holes (DD-01 and DD-02), five combination core /rotary holes (PP-01- 2018, PP-02-2018 and R-01 through R-03), two production wells (PP-03-2019 and PW-1), and several piezometer installations. ▪An exploration campaign carried out by Ganfeng on its Lithea properties in Pastos Grandes during 2023 and 2024 that consisted of five diamond core holes (PG- 2023-02, 03, 04, 05 and 13) and two production wells (PG-2023-03PW and PG-2024-21PW) using the mud rotary methodology. The results of this exploration work were incorporated into the 2025 geological model (Leapfrog) for Pastos Grandes. The domain of the 2025 Pastos Grandes resource model was expanded to incorporate the Sal de La Puna and Lithea mining properties. The 2025 Mineral Resource estimate for the combined Pastos Grandes properties was carried out using SGeMS modeling software and is shown in Table MR1. Table MR2 provides a comparison of the LAR attributable Mineral Resources for the periods ending December 31, 2025, and December 31, 2024. Measured and Indicated Resources increased by 20% and Inferred Resources increased by 100% between the two reporting periods. 67 Table MR 1: Comparison of the PPG Mineral Resources on Dec 31, 2025, and PG Mineral Resource on Dec 31, 2024 (100% interest basis) December 31, 2025(1) December 31, 2024(2) Category Lithium Tonnes LCE Tonnes Lithium Tonnes LCE Tonnes Measured 2,490,038 13,250,884 662,000 3,522,000 Indicated 249,877 1,329,421 118,000 628,000 Measured + Indicated 2,739,915 14,580,305 780,000 4,150,000 Inferred 1,261,924 6,714,800 208,000 1,107,000 Table MR 2: Comparison of the PPG Mineral Resources on Dec 31, 2025, and PG Mineral Resources on Dec 31, 2024 (LAR attributable interest basis) December 31, 2025(1) December 31, 2024(2) Percent Category Lithium Tonnes LCE Tonnes Lithium Tonnes LCE Tonnes Difference Lithium LCE Measured 821,713 4,372,792 662,000 3,522,000 24 % 24 % Indicated 82,459 438,709 118,000 628,000 (3 )% (3 )% Measured + Indicated 904,172 4,811,501 780,000 4,150,000 16 % 16 % Inferred 416,435 2,215,884 208,000 1,107,000 100 % 100 % Note: 1)LAR attributable interest based on 33% ownership in the combined PPG Project on Dec 31, 2025 2)LAR attributable interest based on 100% ownership in the PGCo concessions on Dec 2024. Hydrologic Dynamic Modelling Pozuelos In September 2024, Atacama Water Consultants completed the simulation of brine abstraction (960 L/s) from Pozuelos to support an annual production of 50,000 tonnes per annum LCE over a 20-year project life, evaluation of water level declines during the operation and water levels recoveries after the operation ceases, and evaluation of the effects of depleted brine infiltration (148 l/s) on lithium concentrations and LCE production targets. The updated model was built on Ganfeng’s original FEFLOW model (spz_reserves_model_2024.fem), prepared in FEFLOW 8.0 and was a single-density flow-and-lithium-transport model designed to produce a preliminary simulation result with and without planned infiltration schemes. These preliminary models show that, with the conceptual values of hydraulic conductivity, specific yield, and lateral recharge, the proposed total brine pumping rate of 960 L/s for a period of 20 years appears to be feasible. The preliminary run suggests that the freshwater well locations may not be sufficient to meet the 24 L/s of freshwater required for the project. With 960 L/s of total brine extraction, the model predicts drawdowns of greater than 80 m in areas, with an average drawdown on the order of 26 m at the end of operations. The modelling shows that changing the pumping rates at individual wells or including infiltration of 148 L/s (modelled as reinjection) can reduce the drawdown in local areas within the Salar. The infiltration can also improve freshwater capture by reducing drawdown along the Salar margins. The modelling shows that applying infiltration to the Pozuelos does not significantly affect the simulated brine production. The recovery after operations model predicts approximately 57% recovery by 10 years after the end of operations and 90% recovery by 20 years after the end of operations. The simulated water table recovery after the end of operations is fastest in the south, followed by the north and Salar margins. The low-permeability halite in the centre of the Salar is predicted to recover more slowly that the other areas. However, if there is any direct precipitation onto the Salar, this area could recover more quickly than modelled. 68 Pastos Grandes A numerical groundwater flow and transport model has been developed in December 2024. The modelling work was carried out by DHI in Lima, Peru under close supervision of Atacama Water and the QP. The numerical model, calibrated to steady state and transient flows and heads, was used to simulate brine extraction over a 20-year period. The simulation utilizes transient groundwater flow and lithium mass transport beginning with the initial steady state head distribution and the initial lithium concentration distribution from the brine resource estimate. The analysis assumes an overall efficiency of 75% to estimate the LCE production. A freshwater wellfield with a total flow rate of 150 L/s (10 wells) is included in the simulation. The brine wellfield production rate is 977 L/s for a period of 20 years, distributed among 47 production wells with a constant rate varying between 7 L/s and 25 L/s. The model simulations predict that 1,395 kt of LCE is contained in the brine pumped to the evaporation ponds over the 20-year period, resulting in a final LCE plant production of 1,045 kt considering a 75% overall lithium recovery efficiency. The yearly average over the 20-year period is 52.3 kt/year. The average lithium concentration is predicted to range between 435 mg/l and 415 mg/l. Mineral Reserve No reserve has yet been defined for the PPG Project. Two updated groundwater models have been developed for Pozuelos and Pastos Grandes Salars with the results of drilling and testing to date and this will be used to develop a maiden reserve for the PPG Project Overview of Mining and Production Operations The project will have the capacity to produce 153,000 TPA LCE of Li2CO3 and LiOH H2O, and it is planned to be developed and constructed in 3 Phases, each with a capacity of approximately 51,000 TPA LCE: The plan is to produce during each Phase 40,000 TPA of lithium carbonate and 12,500 TPA of lithium hydroxide monohydrate (LHM) from extracted brine of the Pozuelos and Pastos Grandes wellfields. The project begins with the extraction of lithium-enriched brine from the Salar de Pozuelos/Pastos Grandes and ends with the production of Lithium Carbonate and Lithium Hydroxide. The process route simulated for the production of lithium carbonate and lithium hydroxide from Pozuelos Pastos Grandes brines resembles the flowsheet presented in shown in the “Overall Process Block Diagram” below. The main steps involved in the production of Li2CO3 and LiOH×H2O are: ▪Extraction of brine from wells. ▪Pre-concentration of brine in solar evaporation ponds (0.24% Li). ▪Brine purification with reagents (solvent extraction DLE process). ▪Brine purification with resins. ▪Lithium carbonate plant battery grade and industrial technical grade. ▪Lithium hydroxide plant. 69 Overall Process Block Diagram Table 10: Design Criteria for Brine Extraction Design Criteria Unit Quantity Battery Grade Lithium Carbonate % 99.5 Technical Grade Lithium Carbonate % 99.0 Lithium Hydroxide Monohydrate % 99.8 Production from Each Phase (3) TPA 51,000 Operating Time (Ponds) Days/year 365 Operating Time (Plants) Days/year 300 Wells Phase 1 N total wells 34 Wells Phase 2 N total Wells 61 Wells Phase 3 N total Wells 62 Lithium Concentration in brine % Each Phase 0.045/0.035 Evaporation Rate mm/d 7 Overall Recovery (Design) % 75 Mineral Extraction The brine extraction wellfields will be located within the respective Salars and will be accessible by interconnected roads. The production process starts when brine is pumped from the aquifers beneath the Salars, using electrical pumps, placed in bores (wells) that are completed in the Salars. The extracted brine is pumped from each well to a main distribution pipeline and then to the evaporation ponds. Phase 1 wellfield comprising 34 production wells, while Phases 2 and 3 will include 60 and 61 wells respectively including spares and redundant wells. The brine production wells will be completed with 12 in-diameter stainless steel production casing and be equipped with 380V submersible pumping equipment. The well depth will vary from 420 m to 640 m for the different phases of the project. The power to the wellfield and individual wells will be delivered via a medium voltage power line. 70 The brine production wellfield will be operated during the three Phases to support a production of approximately 51,000 TPA of LCE for each phase. Based on the operational experience of similar installations, wells availability of 80-90% can be achieved. The project will have the capacity to produce 153,000 TPA LCE of Li2CO3 and LiOH H2O, and it is planned to be developed and constructed in 3 Phases, each with a capacity of approximately 51,000 TPA LCE: ▪Phase 1: 40,000 TPA Li2CO3 + 12,500 TPA LiOH×H2O ▪Brine from Pozuelos ▪34 wells planned in Pozuelos ▪Starting production: Q1 2029 ▪Phase 2: Additional 40,000 TPA Li2CO3 + 12,500 TPA LiOH×H2O ▪Brine from Pastos Grandes ▪60 wells in Pastos Grandes planned ▪Starting production: Q4 2031 ▪Phase 3: Additional 40,000 TPA Li2CO3 + 12,500 TPA LiOH×H2O ▪Brine from Pastos Grandes + Sal de la Puna + Pozuelos ▪61 wells in Pastos Grandes + Sal de la Puna planned ▪Starting production: Q4 2035 Processing and Recovery Operation The plan is to produce during each Phase 40,000 TPA of lithium carbonate and 12,500 TPA of lithium hydroxide monohydrate (LHM) from extracted brine of the Pozuelos and Pastos Grandes wellfields. The project begins with the extraction of lithium-enriched brine from the Salar de Pozuelos/Pastos Grandes and ends with the production of Lithium Carbonate and Lithium Hydroxide. The brine extracted from the wells is transported by surface pipes to solar evaporation ponds located in the above mentioned salars where it reaches an approximate lithium concentration of 0.24%; then it is sent to a processing plant where the direct extraction of lithium by solvent extraction is carried out. The liquid rich in lithium, continues through a purification process with reagents and resins to eliminate the impurities of boron, calcium, carbonates and total organic carbon. Subsequently, the purified brine goes through a last stage of calcium removal with resins and then divides into two streams, one that goes directly to the production of lithium carbonate battery grade and industrial technical grade and the other that goes to an additional stage of boron removal, then to an electrodialysis process and to a lithium hydroxide production plant. The solid residues from the purification stages, mainly Hydrated Calcium Pyroborate (Ca2B2O5·H2O) and Calcium Carbonate (CaCO3), are separated from the brine by filtration and sent to final disposal. The other liquids effluents obtained from the elimination of impurities are recirculated in the process or sent for final disposal. The main steps involved in the production of Li2CO3 and LiOH×H2O are: ▪Extraction of brine from wells. ▪Pre-concentration of brine in solar evaporation ponds (0.24% Li). ▪Brine purification with reagents (solvent extraction DLE process). ▪Brine purification with resins. ▪Lithium carbonate plant battery grade and industrial technical grade. ▪Lithium hydroxide plant. 71 Solar Evaporation Ponds The pre-concentration pond systems are divided into four (4) independent strings each with 8 ponds. Once the brine reaches the target lithium concentration, it is pumped to a Buffer-pond for storage, from where it will be transferred to the processing plant designed to process 11,635 tons per day of brine at 0.246% Li over 300 days per year operating time, during each of the 3 Phases of production. Table 5: Design Criteria for the Pre-concentration Ponds for All Stages Parameter Unit Phase 1 Phase 2 Phase 3 Evaporation rate mm/day 7 (referred to water) 7 (referred to water) 7 (referred to water) Seepage mm/m2 0.05 0.05 0.05 Entrainment %w/w 10 % 10 % 10 % Feed Li Concentration %w/w 0.0462 0.0355 0.0355 Flow Rate TPD 67,070 87,347 87,347 Concentrated brine (Li) %w/w 0.246 0.246 0.246 Flow Rate TPD 11,635 11,635 11,635 Dilution Water % 1 % 1 % 1 % Wells N 34 60 61 The crystallized salts, mainly sodium chloride, are collected (harvested) every 1 to 2 years to maintain the appropriate volume capacity of the ponds. For this purpose, typical earthmoving machinery will be used, such as bulldozers, front-end loaders, and dump trucks. All waste salts will be discharged to a Tailing Management Area (TMA) located on the salars. Brine Processing The lithium in concentrated brine is extracted by a solvent, and transferred into a rich LiCl solution with a concentration of 19 g/L. The process consists of a three-step solvent extraction cycle: extraction, washing and stripping. There will be 5 production lines with a capacity of 10,000 TPA each, thus completing a production of ~51,000 TPA. The lithium rich solution from solvent extraction undergoes primary and secondary purification steps designed to remove excess boron and for calcium and carbonate removal. The purified and adjusted stream is split and sent to the lithium carbonate plant and the membrane electrodialysis plant to produce the lithium hydroxide feedstock. Lithium hydroxide monohydrate is obtained after further evaporation and crystallization while lithium carbonate is produced with the conventional process by addition of soda ash. Site Infrastructure and Support Systems Infrastructure proposed for the Project includes: ▪Site access roads ▪Accommodation: modular, camp style accommodation is proposed in close proximity to the processing plant to include construction and operations personnel for Stages 1 through 3. ▪Power Supply: The Project will have as its main source of electrical energy, a new high voltage line at 345 kV connected to the Argentine interconnection system (SADI) from the ET La Puna located approx. 70 km from the property. The electric company will provide a LAT connection thru a transformer station and from there will enter the project with medium voltage lines. ▪Power Distribution & Electrical: From the transformer station, two 33kV lines will be installed for internal power distribution, these lines will go the first to the medium voltage distribution centre (CD-MV) in the process plant 15 km from the EETT and the second will travel 12 km to reach the production wells located in Salar de Pastos Grandes. From the CD-MV, a 33 kV line will be installed channelled by trays to the transformation centres of the production plant where the CCM and low voltage distribution systems will be installed for the different terminal circuits; from the same CD-MV the laying of a 33 kV medium voltage overhead line will be carried out. approximately 15 km to energize the production wells and evaporation ponds located in Pastos Grandes. 72 ▪As an emergency system, critical equipment will be connected to diesel generators. It is intended that where equipment of similar requirements is to be procured, for the site and camp, that makes and models be standardized where possible. ▪Natural Gas: Heat and steam for the process will be initially supplied by bracket around Liquefied Natural Gas (LNG) trucked to site, stored, re-gasified and distributed to the respective users. ▪Water Supply: The water supply system for the project will consist of wells distributed in the salars of Pozuelos and Pastos Grandes. All the wells will be connected to aqueducts to transport water to the points of consumption. To meet the requirements for water for ponds and process plants, services and camp, the pipelines will be distributed taking into account the distances to optimize the routing of pipes. ▪Buildings: truck shops, plant offices, process plant workshop, warehouse, laboratory and gatehouse. Figure 157: Process Plants Layout for Three Phases (Source: WSP Golder, 2024) Mining and Environmental Permits There are no known environmental liabilities. Previous owners have prepared baseline studies for Pozuelos and Pastos Grandes and the preparation of the Production Environmental Study update at PPG is in progress (EIR). In addition, the Company has already submitted an Environmental Study for the pipeline corridor which allows the transport of brine from Pastos Grandes to Pozuelos. The EIR/EIS for Phase 1 (Pozuelos) was approved by the Province of Salta in November 2025. 73 Ganfeng and LAR are committed to preserving the natural environment of the Puna region. All exploration activities are under the auspices of an approved Environmental Impact Statement (EIR) by the Provincial Argentine regulator. These are referred to locally as Declaration De Impacto Ambiental (DIA) and are issued for exploration activities. Resolution 440 for activities at Pastos Grandes was approved in December 2017 and Resolution 034 was passed in February 2018 for advanced exploration activities at Pozuelos. Ganfeng and LAR have continued to commit to the highest environmental and social standards and maintain a constant and active dialogue with all stakeholders in the provinces, including the local communities, National, Provincial and respective Municipal Administrations, and their representatives in the various government departments. The PPG Project is within the direct influence of the community of Santa Rosa de los Pastos Grandes, located in close vicinity to Salar Pastos Grandes. The community of Pocitos, located approximately 60 km north of Pozuelos, is also considered to be within the project as an indirect area of influence. In general, Pozuelos and Pastos Grandes are relatively unencumbered by communities and, the Pozuelos area, in particular, hosts no people in its vicinity. Nevertheless, Ganfeng and LAR are committed to ensuring a positive impact on local host communities through a range of initiatives. Operating Costs The operating cost estimate has an accuracy of ±15%. The estimate includes all site-related operating costs associated with the production of high purity lithium carbonate and lithium hydroxide but expressed as a total LCE. The operating expenditures (OpEx) have been calculated based on the following breakdown: ▪Manpower ▪Electric power ▪Reagents ▪Consumables & miscellaneous ▪Camp operation & personnel transport ▪Product transportation ▪G&As Annual operating cost summaries for the three stages of production are shown in Table 8. Table 8: Operating Cost Summary for the 3 Phases Operating Cost Phase 1 Operating Cost Phase 2 Operating Cost Phase 3 Production Tpa Lce 51,006 102,012 153,018 $/Year $/Year $/Year Labor +Camp $ 32,337,683 $ 45,106,523 $ 58,305,580 Reagents $ 73,623,821 $ 147,247,642 $ 220,872,345 Power & Energy $ 72,225,910 $ 149,408,298 $ 226,590,686 G&A $ 7,859,050 $ 11,453,100 $ 15,047,150 Membrane $ 2,017,000 $ 4,034,000 $ 6,051,000 Salts Disposal $ 15,538,911 $ 30,057,790 $ 44,576,669 Consumables $ 9,705,600 $ 17,470,080 $ 24,264,000 Product Transportation $ 10,500,000 $ 21,000,000 $ 31,500,000 Maintenance $ 21,888,841 $ 43,777,681 $ 65,666,522 Services $ 13,886,999 $ 20,584,469 $ 39,750,716 Contingency $ 12,979,663 $ 24,507,924 $ 36,632,607 Total Annual Costs $ 272,563,478 $ 514,647,507 $ 769,257,275 Cost/T Lce $ 5,344 $ 5,045 $ 5,027 74 Dollar inflation has a significant impact on the plant's OpEx, particularly on the local cost components. This OpEx does not account for the effects of inflation. Certain inputs and services required for operations are sourced from the local market, and their prices were presented in U.S. dollars in our OpEx estimate to mitigate the impact of currency exchange rate fluctuations. A total production cost of $5,027 per ton LCE is estimated after Phase 3 is in full production. VAT has been included in the cost of reagents and consumables. Capital Costs Capital and Operating Cost estimates were developed for the three phases of production with an average capacity of 51,000 TPA LCE divided into 40,000 TPA of lithium carbonate and 12,500 TPA of lithium hydroxide monohydrate. It covers three sites (Pozuelos, Pastos Grandes, and SdlP) where a pre-concentrated brine is produced and processed at a central plant. A simple breakdown structure was developed to facilitate cost allocation of the different elements. Civil, structural, piping and mechanical costs were partially derived from available engineering, and the remaining costs are factored. Electrical and instrumentation costs were quantified and priced according to the operating philosophy. Capital Operating Cost estimates are in conformance with the standards required by the CIM unless specifically qualified in this report. These estimates incorporate direct and indirect costs for the implementation of the entire Project, including: ▪Brine production wellfield and pipeline delivery system ▪Evaporation ponds and liners ▪Platforms, earthworks and earth movements and concrete ▪Lithium Process Plants ▪General services ▪Infrastructure; and ▪Indirect and Owner’s Costs. No provision has been included to offset future cost escalation since estimated expenses, as well as expected revenue, are expressed in constant dollars. This value excludes interest expense that might be capitalized during the same period. This value includes the following estimates: ▪Direct Project Costs ▪Indirect Project Costs ▪Project Contingencies ▪Owners Costs ▪Freight and Duties ▪Taxes for some of the areas. The CapEx summary for the three phases of production is presented in Table 7. Total CapEx for PPG Project, including equipment, materials, indirect costs, contingencies, owners’ cost, and VAT has been estimated to be $3,301,209,207. 75 Table 7: Capital Cost Summary for the 3 Phases (USD) Capex For Phase 1 Phase 2 Phase 3 Totals Cost Area - Total Installed Cost Wellfield $ 103,431,233 $ 188,999,721 $ 208,999,993 $ 501,430,948 Evaporation Ponds $ 233,942,960 $ 294,869,162 $ 288,074,056 $ 816,886,179 Tma Areas (Initial) $ 22,365,351 $ 21,084,083 $ 21,084,083 $ 64,533,517 Solvent Extraction $ 214,871,407 $ 214,871,407 $ 214,871,407 $ 644,614,220 Purification Plants $ 50,726,301 $ 50,726,301 $ 50,726,301 $ 152,178,902 Electrodialysis & Lhm Plants $ 85,706,660 $ 85,706,660 $ 85,706,660 $ 257,119,979 Utilities Plants $ 16,135,210 $ 16,135,210 $ 16,135,210 $ 48,405,631 LCE Plant $ 91,668,862 $ 91,668,862 $ 91,668,862 $ 275,006,586 Energy $ 56,380,653 $ 23,267,387 $ 33,548,551 $ 113,196,591 Infrastructure $ 169,942,333 $ 67,967,715 $ 13,960,185 $ 251,870,232 Vat Add On $ 47,140,956 $ 22,520,849 $ 15,050,802 $ 84,712,607 Owners Costs $ 31,981,793 $ 30,313,580 $ 28,958,444 $ 91,253,816 Total Capital Expenditures $ 1,124,293,717 $ 1,108,130,936 $ 1,068,784,553 $ 3,301,209,207 Sustaining capital expenditures (S-CapEx) are investments for replacement of large equipment not covered by maintenance costs required to keep all equipment for the operation in good shape (e.g. replacement of a main pipeline section on the brine field). The estimate is based on an estimation of the average aggressiveness of the environment and the expected lifetime of main equipment. Sustaining CapEx is estimated as a percentage of the direct CapEx. At the process plants and on-site supporting facilities, the S- CapEx is taken as 1.5%. For the brine field the S- CapEx is taken as 2.5%. For evaporation ponds, the S- CapEx is taken at 1.0%. The five (5) year TMA expansion costs are estimated based on the annual tonnage of waste to be deposited to the TMA facilities. The initial CapEx covers the TMA for the first five (5) years of operation. Following the first five (5) years, an expansion of TMA will be required at each subsequent five (5) years. The sustained capital costs are allocated to these years of operation. Table 128: Sustaining Capital Sustaining CapEx % Direct CapEx $ Phase 1 Direct CapEx $ Phase 2 Direct CapEx $ Phase 3 Brine Field 2.50 % 77,135,680 1,928,392 140,949,900 3,523,748 155,865,459 3,896,636 Evaporation Ponds 1.00 % 174,467,119 1,744,671 219,903,917 2,199,039 196,304,149 1,963,041 Process Plants 1.50 % 305,750,568 4,586,259 305,750,568 4,586,259 305,750,568 4,586,259 On-site Infrastructure 1.50 % 147,775,941 2,216,639 59,102,361 886,535 12,139,291 182,089 Energy Infrastructure 3.00 % 49,026,654 1,470,800 20,232,511 606,975 29,172,653 875,180 SUBTOTAL (Annual) - Phase1 11,946,760 Phase2 11,802,556 Phase3 11,503,205 TMA (Included in DCF) 20,880,145 20,880, 145 19,598,877 19,598,877 19,598,877 19,598,877 The estimated annual cost of sustaining capital S-CAPEX is approximately $12 million per year for each phase exclusive of TMA. Project Economics The analysis was prepared using an economic model and assesses both before-tax and after-tax cash flow scenarios. Capital (CapEx) and Operational (OpEx) Expenditures presented in previous sections have been used in this analysis. Prices for lithium carbonate and hydroxide were estimated by the QP. The results include Net Present Values (NPV) for 10% discount rate, Internal Rate of Return (IRR) and sensitivity analysis of key inputs. Information contained in the PPG Scoping Study Report, including (but not limited to) the project economics for PPG presented below (including, for greater certainty, revenue, net present value, cash flow and earnings) are presented as of the effective date of the PPG Scoping Study Report based on criteria, assumptions, estimates and other information available at the time and therefore may not reflect actual results and outcomes, updated project economics, capital costs and/or operating costs for the project. As a result, actual results may differ from those presented. See “Item 3.D. - Risk Factors”. 76 The analysis was prepared using an economic model and assesses both before-tax and after-tax cash flow scenarios. Capital (CapEx) and Operational (OpEx) Expenditures presented in previous sections have been used in this analysis. Prices for lithium carbonate and hydroxide were estimated by the QP. The results include Net Present Values (NPV) for 10% discount rate, Internal Rate of Return (IRR) and sensitivity analysis of key inputs. The following criteria have been used to develop the economic model: ▪Project life: Life of mine (including construction and operation) is estimated to be 33 years. ▪Pricing for lithium carbonate of $18,000 and lithium hydroxide monohydrate (LHM) of $17,800 per ton was used. ▪Final production rate of 153,000 TPA LCE after all three phases of production reach full operation 9 years after the start of phase 1. ▪Discounted Cash Flow (DCF) analysis was based upon scheduling of the currently available Measured and Indicated (M+I) Resources with the assumption that 35% of M+I resources are pumpable as brine feed to the evaporation ponds and an overall lithium recovery efficiency of 75%. The recovery is based on test work carried out to date and assumptions provided by Ganfeng. ▪A discount rate of 10% was used. ▪The Discounted Cash Flow (DCF) economic evaluation was carried out on a constant money basis so there is no provision for escalation or inflation on costs or revenue. ▪For DCF evaluation purposes, it has been assumed that 100% of capital expenditures, including pre-production expenses, are financed with owners’ equity. ▪Pre-construction costs are not included in DCF analysis. ▪VAT is included for both CapEx and OpEx. ▪Lithium grades and recoveries stay constant for 30 years with no dilution. ▪The key inputs to the economic analysis are shown in Table 9. Table 9: The Key Inputs to the Economic Analysis (including RIGI benefits) Economics Overview Units Phase 1 After Phase 3 LCE Production (nom) TPA 51,006 153,018 Li2CO3 Production TPA 40,000 120,000 LHM Production TPA 12,500 37,500 Mine Life (nominal) years 30 30 Capital Cost (CapEx) US$ $ 1,124,293,717 $ 3,301,209,207 Operating Cost (OpEx) US$/t LCE $ 5,344 $ 5,027 Average Selling Price (LCE/LHM) US$/t 18,000/17,800 18,000/17,800 Discount Rate % 10 10 Net Present Value (NPV) Pre-Tax US$ $ — $ 7,881,378,524 Internal Rate of Return (IRR) Pre-Tax % $ — 37 % Net Present Value (NPV) Post-Tax US$ $ — $ 5,766,032,301 Internal Rate of Return (IRR) Post-Tax % $ — 32.7 % The project is currently estimated to have a payback period of five years. The economic analysis indicates an after-tax Net Present Value (NPV), discounted at 10%, of approximately $5.77 billion with an Internal Rate of Return (IRR) of approximately 32.7%. 77 Production Schedule Final Production for 40,000 TPA lithium carbonate and 12,500 TPA LHM were used for each cumulative phase according to the ramp-up table below (Table 136). Table 136: Assumed Production Schedule Phase Years Li2CO3 TPA LiOH TPA Ramp-up Phase 1 1 20,000 6,250 50 % Phase 1 2 30,000 9,375 75 % Phase 1-2 3 45,000 14,063 100%+Q4 Start Phase 2-3 7 85,000 26,563 100%+Q4 Start In the production model, it is assumed that for the full project in steady state the average annual revenue will be $2,827,500,000. The production model assumes a lithium carbonate price of $18,000/tonne. Economic Evaluation – Base Case (including RIGI benefits) Overview Initial W/Expansions Production (LCE) 51,006 153,018 Capital Cost (CapEx) $ 1,124,293,717 $ 3,301,209,207 Operating Cost (OpEx) $ 272,572,927 $ 769,284,742 Average Selling Price LCE per ton $ 18,000 $ 18,000 Average Selling Price LHM per ton $ 17,800 $ 17,800 Annual Revenue $ 942,500,000 $ 2,827,500,000 Discount Rate % 10 10 Net Present Value (NPV) Pre-Tax - $ 7,881,378,524 Internal Rate of Return (IRR) Pre-Tax - 37 % Net Present Value (NPV) Post-Tax - $ 5,766,032,301 Internal Rate of Return (IRR) Post-Tax - 32.7 % NPV A sensitivity analysis was conducted to illustrate the impact of changes in key variables on the Project’s NPV and IRR (Table 141). Sensitivity of NPV, IRR to OpEx increase and decrease from the Base Case is shown in Table 141. 78 Table 141: Sensitivity Analysis Overview Case 1 Base Case Price -20% Price -15% Price +15% Price +20% Production (LCE) 100 % 100 % 100 % 100 % 100 % Capital cost (CAPEX) US$ $ 3,301,209,207 $ 3,301,209,207 $ 3,301,209,207 $ 3,301,209,207 $ 3,301,209,207 Operating cost (OPEX) US$ $ 769,284,742 $ 769,284,742 $ 769,284,742 $ 769,284,742 $ 769,284,742 Av. Selling Price LCE IJS$/t LCE 18,000 14,400 15,300 20,700 21,600 Discount Rate % 10 % 10 % 10 % 10 % 10 % NPV Post Tax MIMUS$ $ 5,766 $ 3,735 $ 4,243 $ 7,289 $ 7,797 IRR Post Tax % 33 % 26 % 28 % 37 % 39 % Overview Case 1 Base Case OPEX -20% OPEX -15% OPEX +15% OPEX +20% Production (LCE) 100 % 100 % 100 % 100 % 100 % Capital cost (CAPEX) US$ $ 3,301,209,207 $ 3,301,209,207 $ 3,301,209,207 $ 3,301,209,207 $ 3,301,209,207 Operating cost (OPEX) US$ $ 769,284,742 615,427 794 $ 653,892,031 $ 884,677,454 $ 923,141,691 Av. Selling Price LCE US$/t LCE 18,000 18,000 18,000 18,000 18,000 Discount Rate % 10 % 10 % 10 % 10 % 10 % NPV Post Tax MIMUS$ $ 5,766 $ 6,335 $ 6,193 $ 5,339 $ 5,197 IRR Post Tax % 33 % 35 % 34 % 31 % 31 % Overview Case 1 Base Case CAPEX -20% CAPEX -15% CAPEX +15% CAPEX +20% Production (LCE) 100 % 100 % 100 % 100 % 100 % Capital cost (CAPEX) US$ $ 3,301,209,207 $ 2,640,967,366 $ 2,806,027,826 $ 3,796,390,588 $ 3,961,451,049 Operating cost (OPEX) US$ $ 769,284,742 $ 769,284,742 $ 769,284,742 $ 769,284,742 $ 769,284,742 Av. Selling Price LCE US$/t LCE 18,000 18,000 18,000 18,000 18,000 Discount Rate % 10 % 10 % 10 % 10 % 10 % NPV Post Tax MIMUS$ $ 5,766 $ 6,151 $ 6,055 $ 5,477 $ 5,381 IRR Post Tax % 33 % 38 % 37 % 30 % 29 % 79 After-Tax sensitivity of NPV and IRR to variations in CapEx, OpEx and Price is shown on Figure 215 and Figure 216. Figure 215: After-Tax NPV Sensitivity to CapEx, OpEx and Price Variation 80 Figure 216: After-Tax IRR Sensitivity to CapEx, OpEx and Price Variation The Project’s IRR results are most sensitive to changes in product pricing. For this reason, the sensitivity of NPV and IRR to specific price scenarios has been evaluated and is presented in Table 142 and Figure 217. Table 142: Sensitivity Analysis for Different Price Scenarios Overview Case 1 Base Case Case 2 Price: 12K us$/t Case 3 Price: 16K us$/t Case 4 Price: 20K us$/t Case 5 Disc. Rate 8% Production (LCE) 100 % 100 % 100 % 100 % 100 % Capital cost (CAPEX) US$ $ 3,301,209,207 $ 2,640,967,366 $ 2,806,027,826 $ 3,796,390,588 $ 3,961,451,049 Operating cost (OPEX) US$ $ 769,284,742 $ 769,284,742 $ 769,284,742 $ 769,284,742 $ 769,284,742 Av. Selling Price LCE US$/t- LCE 18,000 12,000 16,000 20,000 18,000 Discount Rate % 10 % 10 % 10 % 10 % 8 % NPV Post Tax MMUS$ $ 5,766 $ 2,381 $ 4,638 $ 6,895 $ 8,057 IRR Post Tax % 33 % 21 % 29 % 36 % 33 % 81 Figure 217: Sensitivity Analysis for Different Price Scenarios Discounted Cash Flow Table 139 summarizes the Discounted Cash Flow (DCF) for the assumed Base Case price and production level scenario. Table 139: Discounted Cash Flow Summary (including RIGI benefits) 82 Table 139: Discounted Cash Flow Summary (including RIGI benefits) cont. Internal Controls Over Mineral Resource and Reserve Estimates. The Company 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 sites and is subject to our internal review process which includes review by appropriate management. An independent Qualified Person is contracted by the Company to certify resources and reserves estimates according to S-K 1300 standards. 83
A. Operating Results See the Management's Discussion and Analysis of the Company for the year ended December 31, 2025, incorporated by reference into this annual report as Exhibit 15.1. B. Liquidity And Capital Resources See the Management's Discussion and Analysis of the Compan…
A. Operating Results See the Management's Discussion and Analysis of the Company for the year ended December 31, 2025, incorporated by reference into this annual report as Exhibit 15.1. B. Liquidity And Capital Resources See the Management's Discussion and Analysis of the Company for the year ended December 31, 2025, incorporated by reference into this annual report as Exhibit 15.1. C. Research and Development, Patents and Licenses, etc. The Company does not hold any patents. D. Trend Information Lithium has unique properties that enables its use in many applications. As the lightest metal with a high electrochemical potential, lithium is particularly well suited for energy storage. Lithium-ion batteries represent the most electrochemically mature and commercially proven technology for electric vehicles, battery energy storage systems (“BESS”), owing to their high energy density, efficiency, and scalability., lithium is also used in a variety of industrial applications, including glass and ceramics, lubricating greases, metallurgy, pharmaceuticals, and polymers. According to Benchmark Minerals Intelligence, global lithium demand is expected to grow at a sustained double-digit pace through the end of the decade, driven primarily by battery applications. Benchmark projects global lithium demand to increase by approximately 20% year-on-year in 2026, with incremental annual demand growth of roughly 250–300 kt LCE per year through 2030 under its base-case scenario. Battery applications remain the dominant source of demand, with electric vehicles accounting for approximately three-quarters of total battery-related lithium consumption, while BESS represents the fastest-growing segment. Benchmark estimates that BESS demand will expand by approximately 48% in 2026, reaching ~427 kt LCE, supported by accelerating global grid-scale and behind-the-meter deployments. Industrial and other non-battery uses are forecast to contribute a ~210 kt LCE of demand in 2026, with around half of this demand concentrated in China. Over the longer term, benchmark forecasts lithium demand to grow at a ~9.7% CAGR from 2025 to 2040, with battery demand increasingly dominated by lithium-ion chemistries, reinforcing lithium’s strategic importance in electric mobility, stationary energy storage, and high-energy-density applications. Lithium has been listed as one of the critical elements by the U.S. Department of Energy based largely on its importance in rechargeable batteries. Lithium-ion battery is the preferred form for high-density applications like EVs and portable electronics. A full-electric EV can require over 50 kg of LCE in the battery. Lithium consumption is expected to increase significantly in the coming years driven by a rapid increase in demand for EVs and BESS. According to Benchmark Minerals, EV sales have grown by 3.5 -4.0 million EVs per year over the last three years, which represents between 200-250 kMT-LCE incremental demand year on year. Lithium occurs in the structure of pegmatitic minerals, the most important of which is spodumene (hard rock) and due to its solubility as an ion, is also commonly found in brines and clays. Pure lithium does not occur freely in nature, only in compounds. Starting in the 1980s, brine-based lithium chemicals provided most of the supply; however, in recent years, hard rock forms have surpassed brine as the largest feedstock for lithium chemical production. As a result of continued exploration, measured and indicated lithium resources have increased substantially worldwide and total about 115 million tons. (USGS, January 2025). 84 The world's largest known lithium reserves are in Chile, which accounts for 31% of lithium reserves, followed by Australia with 23%, and Argentina in third place, accounting for 13% of global reserves (USGS, January 2025). China is a global leader in lithium refining and battery production, with a highly advanced and integrated supply chain. It imports raw lithium minerals, mainly from Australia, South America and increasingly Africa and then processes them into lithium compounds, such as lithium hydroxide and lithium carbonate. As the global transition toward sustainable energy accelerates, lithium has become a critical raw material. Over the past decade, alternating periods of supply constraint and oversupply have contributed to pronounced price volatility. Lithium prices increased sharply between 2021 and 2023, briefly peaking at approximately US$80/kg, before correcting significantly and continuing to trend lower through 2024 and into 2025 as new supply entered the market and demand growth moderated outside of China. In recent months, prices have rebounded into 2026, more than doubling from cyclical lows. More recently, market conditions have begun to reflect increased capital discipline across the industry, with high-cost projects deferred, operating curtailments implemented, and investment increasingly focused on lower-cost, scalable production. At the same time, continued investment in lithium extraction technologies, including DLE, and selective capacity expansions are expected to influence the future supply-demand balance. As a result, market analysts generally anticipate a period of greater price stability over the medium term as supply rationalization and structurally growing battery demand move toward improved market balance. E. Critical Accounting Estimates See Note 3 of the Company’s financial statements for the year ended December 31, 2025, in this annual report for a description of our critical estimates and accounting judgements and material accounting policies.