Lithium Americas Corp. Enters $150M Convertible Debenture Financing

What Happened

• Lithium Americas Corp. announced it completed the initial closing under a Securities Purchase Agreement (dated Aug 5, 2026) with YA II PN, Ltd., issuing $150.0 million of subordinated convertible debentures; the Purchase Agreement allows the Company’s put right to result in up to an additional $25.0 million in delayed closings. The debentures were issued at 100% of principal and are governed by a registration rights agreement filed with the 8‑K.

Key Details

• Amount & investor: $150.0M issued to YA II PN, Ltd.; up to $25.0M additional may be sold later.
• Maturity & interest: 5‑year maturity, 5% annual interest; interest can increase to 7.5% during the initial two years and to 15% after two years if specified triggers occur (e.g., stock price breaches floor, registration statement unavailable, exchange cap exhausted).
• Conversion terms & caps: Conversion price is the lower of $4.56 or 95% of the lowest daily VWAP over the five trading days before conversion, subject to a floor of $1.63 (potentially reducible but not below $0.65). Investor conversion limited so issuance cannot exceed 19.99% of outstanding common shares without shareholder approval; beneficial ownership conversion cap is 4.99% (can be increased to 9.99% with 65 days’ notice).
• Repayment and restrictions: Cash principal repayments limited to $35M while certain Orion notes remain outstanding and may only be funded from new equity or specified JV distributions; Company agreed not to pay cash interest on the debentures unless recent cash interest to Orion was paid. Optional redemption permitted after day 181 at principal + 10% premium + accrued interest; investor can elect conversion within 10 trading days of a redemption notice.
• Other: Debentures and conversion shares sold in a private placement (Reg D/Section 4(a)(2)); the Company agreed to file a registration statement to cover resale of conversion shares shortly after its Q2 2026 10‑Q filing.

Why It Matters

• This transaction provides near‑term liquidity ($150M) for general corporate purposes (including project and overhead funding) but also creates convertible debt that can dilute existing shareholders if converted. The instruments include triggers that can materially raise interest rates and contain conversion price floors and ownership caps that limit immediate dilution but leave scope for future equity issuance. Repayment and cash‑interest limits tied to the outstanding Orion notes and funding sources may constrain the Company’s cash flexibility. Investors should note the financing terms, potential dilution mechanics, and the conditions that can increase interest costs.