UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

OR

For the fiscal year ended December 31, 2025

OR

OR

Date of event requiring this shell company report: Not applicable

For the transition period from _______ to _______

Commission file number: 001-38350

LITHIUM ARGENTINA AG

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English)

Switzerland

(Jurisdiction of incorporation or organization)

Dammstrasse 19, 6300 Zug, Switzerland

(Address of principal executive offices)

Alex Shulga

900 West Hastings Street, Suite 310,

Vancouver, British Columbia,

Canada V6C 1E5

alex.shulga@lithium-argentina.com

778-653-8092

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

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

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

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

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 162,406,904 registered common shares outstanding as of December 31, 2025.

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

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

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

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

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

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

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

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

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

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

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

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

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F of Lithium Argentina AG (formerly “Lithium Americas (Argentina) Corp.”) (the “Company” or “Lithium Argentina” or “LAR”), including the documents incorporated herein by reference, contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as "forward-looking information"). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information generally can be identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

In particular, this annual report contains or incorporates by reference forward-looking information, including, without limitation, with respect to the following matters or the Company's expectations relating to such matters: the tax treatment of the Continuation (defined below); the expected operations, financial results and condition of the Company; the Company's future objectives and strategies to achieve those objectives, expected production for the Cauchari-Olaroz lithium brine operation (the “Cauchari-Olaroz Operation” or “Cauchari-Olaroz”); expected cost reductions per tonne; operation of Cauchari-Olaroz, including timing, approach, continuity or change in plans, construction, commissioning, milestones, anticipated production and results thereof and expansion plans; the implementation of Direct Lithium Extraction (“DLE”) technology at Cauchari-Olaroz; expected remaining funding commitments at the Cauchari-Olaroz Operation; expected timing of full capacity production at Cauchari-Olaroz and plans for additional production capacity; Stage 2 targeted production capacity; estimates, and any change in estimates, of the mineral reserves and mineral resources estimates (“Mineral Resources and Mineral Reserves”) at the Company’s properties; development of Mineral Resources and Mineral Reserves; government regulation of mining operations and treatment under governmental and taxation regimes; the future price of commodities, including lithium; the realization of Mineral Resources and Mineral Reserves estimates, including whether Mineral Resources that are not included in Mineral Reserves will ever be developed into Mineral Reserves, and information and underlying assumptions related thereto; the timing and amount of future production; expectations with respect to costs of production; liquidity outlook; use of proceeds from financing activities; currency exchange and interest rates; the Company’s expectations with respect to meeting its funding obligations through its financing plans; expectations with respect to the sufficiency of current cash balances and other sources to fund planned expenditures; the Company’s ability to raise capital and the sufficiency of currently available funding; expected expenditures to be made by the Company on its properties; the timing, cost, quantity, capacity and product quality of production of the Cauchari-Olaroz Operation; successful operation of Cauchari-Olaroz under its co-ownership structure; ability to produce battery quality lithium products; the Company’s share of the expected capital expenditures for the construction of Cauchari-Olaroz; the formation of a new joint venture (“New JV”) for PPG; the regional development plan of the Company and Ganfeng with respect to PPG, including expectations regarding its advancement and benefits, the targeted production capacity, and the potential production of lithium chloride; the results of the Scoping Study, including, without limitation, expected mine life, production, capital and operating costs, IRR, NPV and other economic and operating parameters of PPG; financing of the New JV and development of PPG ability to achieve capital cost efficiencies; stability and inflation related to the Argentine peso (“ARS$” or “Argentine peso”), matters relating to the agreement reached by the Argentine government with the International Monetary Fund in respect of Argentina’s external debt, whether the Argentine government implements additional foreign exchange and capital controls, and the effect of current or any additional regulations on the Company’s operations; and opportunities for regional growth and development of the Pastos Grandes basin expected from the acquisition.

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information reflects management's current beliefs, expectations and assumptions and is based on information currently available to management, management's historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking information included in this annual report and in the documents incorporated herein by reference, certain assumptions have been made with respect to, among other things, that no unforeseen changes in the legislative and operating framework for the Company will occur; that the Company will meet its future objectives and priorities; that the Company will have access to adequate capital to fund its future projects and plans; that the Company's future project and plans will proceed as anticipated; as well as assumptions concerning general economic and industry growth rates, commodity prices, currency exchange rates, interest rates and competitive intensity. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct.

Readers are cautioned not to place undue reliance on forward-looking information, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking information will occur or that plans, intentions or expectations upon which the forward-looking information is based will occur. By its nature, forward-looking information involves known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such forward-looking information. Factors that could cause such differences include, but are not limited to: the potential benefits of the Continuation not being realized; the risk of tax liabilities as a result of the Continuation, and general business and economic uncertainties and adverse market conditions; uncertainties inherent to feasibility studies and Mineral Resource and Mineral Reserve estimates; the potential inability or unwillingness of current shareholders to hold Shares following the Continuation; the Company's ability to operate in a safe and effective manner, and without material adverse impact from the effects of climate change or severe weather conditions; demand for lithium, including that such demand is supported by growth in the electric vehicle market; current technological trends; the impact of increasing competition in the lithium business, and the Company's competitive position in the industry; continuing constructive engagement with these and other stakeholders, and any expected benefits of such engagement; the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates; impacts of inflation, currency exchanges rates, interest rates and other general economic and stock market conditions; the impact of unknown financial contingencies, including litigation costs, environmental compliance costs and costs associated with the impacts of climate change, on the Company's operations; estimates of and unpredictable changes to the market prices for lithium products; anticipated timing and results of exploration, development and construction activities, including the impact of ongoing supply chain disruptions and availability of equipment and supplies on such timing; government regulation of mining operations and mergers and acquisitions activity, and treatment under governmental, regulatory and taxation regimes; ability to realize expected benefits from investments in or partnerships with third parties; accuracy of development budgets and construction estimates; changes to the Company's current and future business plans and the strategic alternatives available to the Company; and all the other risk factors discussed in "Risk Factors" and identified elsewhere in this annual report and in the documents incorporated herein by reference.

Readers are cautioned that the foregoing lists of factors are not exhaustive. All forward-looking information included in and incorporated by reference into this annual report is qualified by these cautionary statements. The forward-looking information contained herein is made as of the date of this annual report and, except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Readers are cautioned that the actual results achieved will vary from the information provided herein and that such variations may be material. Consequently, there are no representations by the Company that actual results achieved will be the same in whole or in part as those set out in the forward-looking information.

EXPLANATORY NOTE

On January 23, 2025, the Company, completed a plan of arrangement under the laws of the province of British Columbia (the "Arrangement") involving the Company’s continuation from the province of British Columbia under the name “Lithium Americas (Argentina) Corp.” into Zug, Canton of Zug, Switzerland as a Swiss share corporation (Aktiengesellschaft) under the name “Lithium Argentina AG” and ceasing to be governed by the Business Corporations Act (British Columbia) (“BCBCA”) resulting in the shareholders of the Company prior to the Arrangement continuing to hold all the issued and outstanding registered common shares (“Shares”) of the Company following the Arrangement (the "Continuation").

PART I

Unless the context otherwise requires, as used in this annual report, the terms "Company," "we," "us," "our," and “Lithium Argentina” refer to Lithium Argentina AG and any or all of its subsidiaries.

Unless otherwise indicated, all references to "U.S. dollars," "dollars," "US$" and "$" in this annual report are to the lawful currency of the United States of America. References to Canadian dollars are referred to as “C$”

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

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

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.

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.

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.

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.

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

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.

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:

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;

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.

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.

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

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.

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.

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

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,

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,

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.

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

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.

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.

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.

ITEM 4. INFORMATION ON THE COMPANY

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

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).

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.

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.

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:

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

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.

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

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”).

For information regarding our material projects, please see the information below under the headings “Cauchari-Olaroz Operation” and “PPG Project.”

Summary of Resources

Summary of Reserves

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”.

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.

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:

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.

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.

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.

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:

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.

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.

Notes:

Notes:

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.

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.