DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934


	☑ Filed by the Registrant		☐ Filed by a Party other than the Registrant


Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

LITHIUM AMERICAS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if

other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☑	No fee required
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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


2026	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

		MONDAY, JUNE 22, 2026 at 9:00 A.M. Pacific Time
		https://meetings.lumiconnect.com/400-209-869-217

Letter to LAC Shareholders

May 6, 2026

Dear fellow Lithium Americas shareholders, 

Fiscal year 2025 was pivotal for Lithium Americas Corp. (“LAC”) and our Thacker Pass development in Nevada (“Thacker Pass” or the “Project”). In addition to accomplishing significant strategic milestones, we accelerated major construction throughout the year. At the end of December 2025, there were approximately 950 personnel at the Project site. Thacker Pass is one of the most significant energy and industrial projects in the United States, and it is impressive to see the visible pace of construction progress being achieved. We expect this pace to accelerate over the course of 2026.

We started 2025 by publishing a Technical Report in January that positioned Thacker Pass as the largest known measured lithium reserve and resource in the world. The Technical Report demonstrates the multigenerational opportunity for transformational growth the Project represents and its potential to become a lithium district, create American jobs and help the U.S. strengthen the independence of its energy supply.

In April 2025, together with our partners, the U.S. Department of Energy (“DOE”), General Motors Holdings LLC (“GM”) and Orion Resource Partners LP (“Orion”), we achieved fully funded status at both the corporate and project level for the duration of construction and declared the final investment decision for Thacker Pass Phase 1.

Lithium prices fell to their lowest recent levels in June 2025, following a sentiment-driven decline that started mid-year 2024. Broader market conditions and macroeconomic pressures affected the battery value chain, including the outlook for lithium, which in turn impacted lithium equities. Sentiment began to improve in the second half of 2025 alongside announcements of energy stationary storage (“ESS”) investments and installations globally. ESS is now the second-largest driver of lithium demand, growing at double-digit rates (Benchmark Intelligence).

The U.S. government recognizes Thacker Pass as a strategic lithium asset that will help build a domestic supply chain, which is especially important for national security. Our relationship with the U.S. government and the DOE further strengthened in 2025. In October 2025, LAC secured the first drawdown of $435 million on its $2.23 billion loan (“DOE Loan”) from the DOE Office of Energy Dominance Financing (formerly the Loan Programs Office) under the Advanced Technology Vehicles Manufacturing Loan Program. Further, on January 30, 2026, all updates to the October 7, 2025 loan agreement between LAC and the DOE were executed, and the DOE received a 5% equity stake in LAC through warrants to purchase common shares, as well as a 5% economic stake in the Thacker Pass Joint Venture (“JV”) through warrants to purchase non-voting, non-transferable equity interests.

The appreciation in Lithium Americas’ share price in the second half of 2025 led to our inclusion in the S&P/TSX Composite Index in December 2025, highlighting the significant progress we have made as we advance Thacker Pass toward production as well as our commitment to creating long-term value for our shareholders and stakeholders.

During 2025, we entered into three separate at-the-market (“ATM”) equity programs, the last of which was completed in January 2026. The share price appreciation in the second half of 2025 allowed us to opportunistically execute the ATM at times when the share price was at attractive levels and thereby minimize dilution. Under the ATMs, we sold 100.7 million common shares at an average price of $5.96 per share, for aggregate net proceeds of $590.9 million. The net proceeds from the offerings were used for funding DOE Loan reserve account requirements and general corporate purposes, which may include funding of corporate and project overhead expenses, financing of capital expenditures, repayment of indebtedness and additions to working capital.

As of December 31, 2025, detailed engineering was 93% complete and procurement was 60% complete. Given the advanced level of detailed engineering, we expect to begin a definitive capital estimate in the first half of 2026. Advanced levels of engineering and procurement will enable the team to estimate quantities and materials with higher confidence. Further assessment of labor availability and productivity rates is expected to occur by the fourth quarter of 2026. We ended 2025 in a strong position with approximately $905.6 million in total cash and

restricted cash, including $412.6 million at the JV, positioning us well as we advance Thacker Pass toward peak construction in late 2026, when we expect to reach peak labor of approximately 1,800 crafts workers on site. On February 24, 2026, we received the second drawdown of $432 million on the DOE Loan.

Major long-lead equipment and a substantial amount of other equipment and construction materials are expected to be delivered to either Thacker Pass or the fabrication yard in Winnemucca throughout the first half of 2026, and early commissioning of individual plants is expected to commence in late 2026. We continue to target mechanical completion in late 2027 and full operational ramp-up during 2028.

To de-risk the transition from engineering, procurement and construction of Thacker Pass through commissioning, ramp up and into production and maintenance of the mine and chemical facility, we are growing our Operations and Business Readiness team. Additional hiring is expected throughout 2026 in preparation for pre-commissioning and process commissioning in late 2026 and throughout 2027.

On behalf of everyone at Lithium Americas, thank you for your continued support. We are excited about what lies ahead in 2026 and beyond as we continue to safely build Thacker Pass and engage with our stakeholders to increase domestic production of critical minerals. Together, we are onshoring large-scale U.S. lithium production, strengthening America’s supply chain, creating exceptional jobs and enhancing our long-term energy security and prosperity.

Sincerely,

      Kelvin Dushnisky
Executive Chair of the Board

      Jonathan Evans
President & CEO

Notice of 2026 Annual Meeting
of Shareholders

Dear Shareholders:

The Board of Directors (the “Board”) of Lithium Americas Corp. (the “Company” or “LAC”) invites you to attend the 2026 Annual Meeting of holders (“Shareholders”) of common shares (“Shares”) of the Company (the “Annual Meeting”) on Monday, June 22, 2026 at 9:00 a.m. Pacific Time on Odyssey Trust Company’s virtual meeting platform: https://meetings.lumiconnect.com/400-209-869-217. The virtual meeting platform allows all of our Shareholders to attend.

The Annual Meeting is being held for the following purposes:

•

To receive the audited consolidated financial statements of the Company for the year ended December 31, 2025 and the auditor’s report thereon;

•

To fix the number of directors at seven (7);

•

To elect the seven (7) Board-recommended director nominees named in this Proxy Statement to serve for the ensuing year;

•

To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), as the Company’s independent registered public accounting firm for the ensuing year and authorize the Board to fix PwC’s remuneration; and

•

To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

All Shareholders of record at the close of business on April 23, 2026 (the “Record Date”), will be entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Your votes are important to us. We encourage you to read the Annual Meeting materials in advance to allow for meaningful participation in the voting process, and we encourage you to vote your proxy in advance of the Annual Meeting. To ensure your vote is counted, you are requested to vote your shares promptly. Voting by the internet is fast and convenient, and your vote is immediately tabulated. In addition, by using the internet, you help reduce the Company’s postage and proxy tabulation costs.

We are electronically disseminating Annual Meeting materials to Shareholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission (the “SEC”). Shareholders to whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies of the materials if desired. If you are present at the Annual Meeting, you may vote online even if you already voted your proxy by the internet or mail.

The Proxy Materials for the Annual Meeting and the 2025 Annual Report on Form 10-K for the Year Ended December 31, 2025 are available at https://odysseytrust.com/client/lithium-americas-corp/.

If you have any questions relating to the attached document or with the completion and delivery of your proxy, please contact Morrow Sodali & Co., the proxy solicitation agent, by telephone at 1-833-711-5128 (North American Toll Free); or 1.289.695.3075 (Collect Outside North America); or by email at assistance.investor@sodali.com.

Thank you for your continued investment in Lithium Americas Corp.

By Order of the LAC Board of Directors,

Kelvin Dushnisky

Executive Chair

May 6, 2026

iii

Table of Contents


ABOUT THE ANNUAL MEETING	1

PROPOSAL NO. 1: FIXING THE NUMBER OF DIRECTORS	6

PROPOSAL NO. 2: ANNUAL ELECTION OF DIRECTORS	7

DIRECTORS AND SECTION 16 OFFICERS	8

EXECUTIVE COMPENSATION	22

DIRECTOR COMPENSATION	37

CORPORATE GOVERNANCE	41

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	48

DELINQUENT SECTION 16(a) REPORTING	51

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	52

PROPOSAL NO. 3: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	54

REPORT OF AUDIT AND RISK COMMITTEE	56

SHAREHOLDER PROPOSALS AND NOMINEES FOR 2027 ANNUAL MEETING	57

ADDITIONAL INFORMATION	58

About the Annual Meeting

About the Company

On January 23, 2023, the Company was incorporated under the Business Corporations Act (British Columbia) for the sole purpose of acquiring ownership of the North American business assets and investments of Lithium Americas Corp. (“Old LAC”), which is now named Lithium Argentina AG (formerly Lithium Americas (Argentina) Corp.) (“Lithium Argentina”) pursuant to a separation transaction (the “Separation”) that was undertaken on October 3, 2023. Upon consummation of the Separation, the Company was re-named Lithium Americas Corp. The Separation was implemented under the laws of British Columbia pursuant to an arrangement agreement between the Company and Old LAC (the “Arrangement”).

All dollar amounts in this Proxy Statement are in U.S. Dollars unless otherwise indicated.

Unless otherwise indicated, information included in this Proxy Statement is provided as of May 6, 2026.

Purpose of the Annual Meeting

The purpose of the Annual Meeting is for LAC Shareholders to consider and act upon the proposals described in this Proxy Statement and any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. In addition, management will report on the performance of the Company and respond to questions from shareholders.

Proposals to be Voted Upon at the Annual Meeting

At the Annual Meeting, the Company’s Shareholders will be asked to consider and vote upon the following three proposals:

•

to fix the number of directors at seven (7);

•

to elect the seven (7) Board-recommended director nominees named in this Proxy Statement to serve for the ensuing year; and

•

to appoint PwC as the Company’s independent registered public accounting firm for the ensuing year and authorize the Board to fix their remuneration.

In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by others. If other matters are properly brought before the Annual Meeting for action by the Shareholders, proxies will be voted in accordance with the judgment of the proxyholder.

Recommendation of the Board

The Board recommends that you vote FOR fixing the number of directors at seven (7) (Proposal No. 1); FOR each of the director nominees to the Board (Proposal No. 2); and FOR the appointment of PwC as the Company’s independent registered public accounting firm for the ensuing year and authorization of the Board to fix PwC’s remuneration (Proposal No. 3).

Voting at the Annual Meeting

The Company’s Shares are the only securities of LAC that entitle Shareholders to vote generally at the Annual Meeting. The Company’s authorized capital consists of an unlimited number of Shares without par value. Each Share outstanding on the Record Date entitles the holder thereof to one vote at the Annual Meeting. As of the Record Date, 348,821,406 Shares were issued and outstanding. LAC’s Shares are listed and traded on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the ticker symbol “LAC.”

Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Annual Meeting. As a Shareholder of record, you may vote at the Annual Meeting or by proxy by signing and submitting your proxy card or by submitting your vote through the internet. Whether or not you plan to attend the Annual Meeting, you are urged to vote by way of the internet or by completing and returning the proxy card. If you submit a proxy but do not give voting instructions as to how your Shares should be voted on a particular proposal at the Annual Meeting, your Shares will be voted in accordance with the recommendations of LAC’s Board as stated in this Proxy Statement.

Shareholders who have given a proxy may revoke it at any time not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the Annual Meeting time or, if adjourned, any reconvened meeting time by sending written notice of revocation signed by the Shareholder or their authorized attorney (or for Registered Shareholders who are corporations, by an authorized officer or attorney under the corporate seal) to the Company’s head office at Lithium Americas Corp., 3260 - 666 Burrard St, Vancouver, BC V6C 2X8. A proxy may also be revoked in any other manner permitted by law. A Shareholder attending the Annual Meeting has the right to vote virtually at the Annual Meeting, including a Shareholder who previously voted by proxy and, if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters to be voted upon at the Annual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote or specifically so request at the Annual Meeting. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the time of the revocation.

If, on the Record Date, you hold Shares in an account with a brokerage firm, bank or other nominee, then you are a beneficial owner of the Shares and hold such Shares in “street name,” and these proxy materials will be forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the Shares held in their account, and the nominee has enclosed or provided voting instructions for you to use in directing how to vote your Shares. The nominee that holds your Shares, however, is considered the Shareholder of record for purposes of voting at the Annual Meeting. Because you are not the Shareholder of record, you may not vote your Shares at the Annual Meeting unless a legal proxy from your broker, bank or other nominee appointing you as proxyholder is obtained. Whether or not you plan to attend the Annual Meeting, you are urged to vote by following the voting instructions provided to you to ensure that your vote is counted.

If you are a beneficial owner and do not vote, and your broker, bank or other nominee does not have discretionary power to vote your Shares, your Shares may constitute “broker non-votes.” Broker non-votes occur when Shares held by a broker for a beneficial owner are not voted with respect to a particular proposal and generally occur because the broker (1) does not receive voting instructions from the beneficial owner, and (2) lacks discretionary authority to vote the Shares. Brokers and other nominees have discretionary authority to vote on ratification of the Company’s independent registered public accounting firm for clients who have not provided voting instructions. However, without voting instructions from their clients, they cannot vote on “non-routine” proposals, including the election of directors. Shares that constitute broker non-votes will be counted for the purpose of establishing a quorum at the Annual Meeting.

If you are a beneficial Shareholder wishing to change your vote you must, at least seven days before the Annual Meeting, contact your intermediary to change your vote and follow your intermediary’s instructions. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. If you receive more than one Notice, it is because your Shares are registered in more than one name or are registered in different accounts. Please follow the instructions on each Notice received to ensure that all your Shares are voted.

Quorum Requirement for the Annual Meeting

The Company’s articles provide that the quorum for the transaction of business at the Annual Meeting is at least two Shareholders who hold in aggregate at least 5% of the issued Shares entitled to vote at the Annual Meeting. A simple majority of the votes cast at the Annual Meeting, whether virtually, by proxy or otherwise, will constitute approval of any item of business considered at the Annual Meeting. Abstentions (i.e., if you or your broker mark “ABSTAIN” or “WITHHOLD” on a proxy or voting instruction form, or if a Shareholder of record attends the Annual Meeting but does not vote (either before or during the Annual Meeting)) and broker non-votes will be considered to be Shares present at the meeting for purposes of a quorum.

Required Votes

Proposal No. 1: Setting the number of Directors. Shareholders will be asked to approve setting the number of directors for the Company at seven (7).

Proposal No. 2: Election of Directors. Shareholders will be asked to elect the seven (7) Board-recommended director nominees named in this Proxy Statement to serve for the ensuing year.

Proposal No. 3: Appointment of the Company’s independent registered public accounting firm. Shareholders will be asked to approve the proposal to appoint PwC as LAC’s independent registered public accounting firm for the ensuing year and authorize the Board to fix their remuneration.

Solicitation of Proxies

Solicitation of proxies is being made by and on behalf of management of the Company and may be made via the Internet, mail, personal interview or telephone by officers, directors and regular employees of the Company. The Company may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of Shares that those companies or persons hold of record, and the Company will reimburse the forwarding expenses.

We have retained Morrow Sodali & Co. to assist in the solicitation of proxies for the Annual Meeting for a fee of approximately $37,200 plus reimbursement of out-of-pocket expenses. In addition, the Company has retained Odyssey Trust Company ("Odyssey") to provide various services relating to the tabulation of votes, for an aggregate fee of approximately $3,000. The Company will bear all costs of solicitation.

Default Voting

A proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly execute and submit a proxy, but do not provide any voting instructions and you appoint the Management Nominees named in the form of proxy, your Shares will be voted FOR fixing the number of directors at seven (7) (Proposal No. 1); FOR each of the director nominees to the Board (Proposal No. 2); and FOR the appointment of PwC as the Company’s independent registered public accounting firm for the ensuing year and authorization of the Board to fix their remuneration (Proposal No. 3).

If any other business properly comes before the Shareholders for a vote at the Annual Meeting, your Shares will be voted in accordance with the discretion of the holders of the proxy. As of the date hereof, the Board is not aware of any business to be considered at the Annual Meeting other than the items referred to in the Notice of Meeting.

Exercise of Discretion

Shares represented by a properly executed proxy will be voted or withheld from voting in accordance with the instructions contained therein on any ballot that may be called for and, if a Shareholder specifies a choice with respect to any matter to be acted upon at the Annual Meeting, the Shares represented by the proxy shall be voted accordingly.

Except with respect to broker non-votes described below, the proxy when properly completed and delivered and not revoked also confers discretionary authority upon the person appointed proxy thereunder to vote with respect to any amendments or variations of matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Annual Meeting. At the time of posting this Proxy Statement, management of the Company knows of no such amendments, variations or other matters to come before the Annual Meeting.

Under rules of the NYSE, brokers and other intermediaries holding Shares in street name for their customers are generally required to vote the Shares in the manner directed by their customers. If their customers do not give any direction, brokers may vote the Shares at their discretion on routine matters, but not on non-routine matters. Other than the proposals to set the number of directors and for the appointment of the Company’s auditor, the Company believes all of the other matters to be voted on at the Annual Meeting are non-routine matters and brokers governed by NYSE rules may not vote the Shares held in street name for their customers in relation to these items of business without direction from their customers. The absence of a vote on a non-routine matter is referred to as a broker non-vote. Any Shares represented at the Annual Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact in the election of directors or any other matter to be

voted on at the Annual Meeting, except to the extent that the failure to vote for an individual nominee results in another individual receiving a larger proportion of votes cast for the election of directors. For purposes of the Company’s Majority Voting Policy (as defined below), a broker non-vote is not considered to be a withhold vote.

Technical Requirements

If you are attending the Annual Meeting online to vote, ensure that you are entitled to vote and that you are connected to the internet at all times to allow you to vote on the resolutions during the polling periods for each matter put before the Annual Meeting. You are responsible for ensuring you have internet connectivity at all times during the Annual Meeting. Participants will also need to have the latest version of Chrome, Safari, Edge or Firefox. The platform does not support access using Internet Explorer. As internal network security protocols (such as firewalls or VPN connections) may block access to the Odyssey meeting platform, participants should use a network that is not restricted by the security settings of any organization or that has disabled any VPN settings. Logging in at least an hour before the start of the Annual Meeting is recommended to check that you are able to access the online platform.

If you are a beneficial Shareholder and wish to vote at the Annual Meeting, you are responsible for appointing yourself or a third party as a proxyholder and submitting your voting instruction form (“VIF”) or proxy form with third party appointment details completed in accordance with instructions on your VIF or proxy form and registering the third party appointment with Odyssey in advance of the Annual Meeting by sending an email to appointee@odysseytrust.com and providing Odyssey with your proxyholder’s contact email, number of Shares appointed, name in which the Shares are registered, if you are a registered holder, or the name of the broker where your Shares are held if you are a beneficial holder, so that Odyssey may provide the proxyholder with their username and control number via email.

The Company believes that Shareholder participation at meetings is important. As such, the meeting platform the Company has selected allows for registered Shareholders to ask written questions during the Annual Meeting.

This process facilitates a similar level of interaction as would be expected at an in-person meeting. Questions will be answered by the Chair of the Annual Meeting, or by the Company’s senior management at the Chair’s discretion. The Company may choose not to answer any question that is asked of LAC if the Company determines the question is inappropriate for any reason.

Notice and Access

Pursuant to rules promulgated by the SEC, and in accordance with an exemptive relief order granted by the British Columbia Securities Commission and Ontario Securities Commission to the Company on April 22, 2025, LAC has elected to provide access to the Company’s proxy materials over the internet. Accordingly, the Company will mail the Notice, on or about May 6, 2026, to Shareholders as of the Record Date containing instructions on how to access Annual Meeting materials via the internet. The Company will not use the procedure known as “stratification” in relation to LAC’s notice-and-access method of delivery of materials, where a paper copy of the meeting materials is provided along with the notice package. We will also mail a paper copy of the proxy materials and/or 2025 Annual Report to beneficial owners who requested to receive one. All applicable meeting materials will be forwarded to beneficial shareholders at LAC’s expense.

On the date of mailing of the Notice, all Shareholders will have the ability to access all of the proxy-related materials, including the Notice, this Proxy Statement, the audited consolidated financial statements of the Company for the year ended December 31, 2025 and related auditor’s report and management’s discussion and analysis (“MD&A”) on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, the Company’s website at www.lithiumamericas.com and https://odysseytrust.com/client/lithium-americas-corp/.

Should you request it, LAC will make paper copies of these proxy materials available free of charge. To request a copy, please refer to the Notice. Shareholders who wish to receive a paper copy of the meeting materials in advance of the Annual Meeting should submit their request to us no later than June 8, 2026 to allow sufficient time for you to receive and review the materials before the proxy submission deadline of 9:00 a.m. Pacific Time on June 18, 2026. The Company will send materials within three business days of receiving a request if the request is received before the meeting date, or within ten (10) days if received on or after the meeting date. Consider emailing your request to us and requesting an electronic copy of the materials to ensure you have sufficient time to review the materials.

Interest of Certain Persons in Matters to be Acted Upon

No person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last completed financial year, nor any nominee for director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting other than the election of directors or the appointment of auditors.

Interest of Informed Persons in Material Transactions

Except as set out in this Proxy Statement, no person who has been a director or executive officer of the Company, nor any nominee for director of the Company, nor any person or company who beneficially owns or who exercises control or direction over (or a combination of both), directly or indirectly, more than 10% of the issued and outstanding Shares, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the beginning of the Company’s last completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or its subsidiaries.

PROPOSAL NO. 1:

Fixing the Number of Directors

At the Annual Meeting, management proposes, and the Management Nominees intend to vote in favor of, fixing the number of directors of the Company to be elected at the Annual Meeting at seven (7).

Vote Required

Approval of Proposal No. 1 requires the affirmative vote of a majority of the votes cast by Shareholders, in person or by proxy, at the Annual Meeting. If you appoint the Management Nominees named in the accompanying form of proxy as your proxyholders, in the absence of instructions to the contrary, the accompanying proxy will be voted FOR the fixing of the number of directors at seven (7). Shareholders may vote "FOR" or "AGAINST" for this proposal.

PROPOSAL NO. 2:

Annual Election of Directors

At the Annual Meeting, seven (7) directors will be nominated for election to the Company’s Board. The Governance and Nomination (“G&N”) Committee evaluated the nominees in accordance with the G&N Committee’s Charter and the Company’s Corporate Governance Framework and submitted the nominees to the Board for approval.

The Board has nominated the following individuals for election to the Company’s Board, in each case, to serve until the next annual meeting, or until his or her successor is elected and qualified or until their earlier resignation or removal:

Kelvin Dushnisky

Yuan Gao

Michael Brown

Fabiana Chubbs

Jonathan Evans

Philip Montgomery

Clayton Walker

Each of the above individuals is currently serving as a director of the Company. Biographical information for each nominee is contained in the Directors and Section 16 Officers section below.

Each of the nominees has consented to being named in this Proxy Statement and serving on the Board, if elected. The Board has no reason to believe that any of its nominees will be unable to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute director nominee that the Board recommends.

Vote Required

The election of each director in this Proposal No. 2 requires the affirmative vote of a plurality of the Shares validly cast at the election. If you appoint the Management Nominees named in the accompanying form of proxy as your proxyholders, in the absence of instructions to the contrary, the accompanying proxy will be voted FOR the nominees listed herein. Shareholders may vote “FOR” or “WITHHOLD” for each of the nominees.

Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal. Broker non-votes will have no effect on Proposal No. 2.

Majority Voting Policy

The Company has a majority voting policy that establishes requirements for the election of directors at uncontested meetings of Shareholders (the “Majority Voting Policy”). Under the Majority Voting Policy, nominees are required to stand for election individually and not as a slate. Any nominee who receives a majority of “withheld” or “against” votes (50% + 1) is deemed to have tendered their resignation to the Board. The Board has the discretion, on recommendation from the G&N Committee, to decline any deemed resignation within 90 days of the meeting at which the election occurred, but doing so will require the Company to issue a press release stating the reasons for that decision pursuant to the Majority Voting Policy, a copy of which will be provided to TSX. The Board will accept the resignation absent exceptional circumstances, and the resignation will be effective when accepted by the Board. The nominee would be excluded from Board and committee meetings until a decision is made on whether to accept the nominee’s deemed resignation. Any acceptance of a deemed resignation will create a vacancy on the Board that can be filled as permitted by applicable corporate law in British Columbia, including a Board appointment of a new nominee.

Recommendation

The Board unanimously recommends that Shareholders vote FOR the election of each of the director nominees.

Directors and Section 16 Officers

DIRECTORS OF THE REGISTRANT

Director Profiles

The following profiles provide information about the seven individuals nominated for election to the Board, including their backgrounds, experience, current directorships, and the Board committees they sit on. Additional information regarding skills and experience of the Company’s directors can be found in the Mix of Skills and Experience section below.

Jinhee Magie is not a nominee for re-election and will conclude her service as director at the 2026 Annual Meeting. The Board extends its sincere appreciation to Ms. Magie for her years of dedication and valuable contributions as a director of the Company.

Board committees are abbreviated in this Proxy Statement as shown in the table below.


Committee	Abbreviation
Audit and Risk Committee	A&R Committee
Compensation and Leadership Committee	C&L Committee
Governance and Nomination Committee	G&N Committee
Safety and Sustainability Committee	S&S Committee
Technical Committee	Technical Committee



Director and Executive Chair of the Company Residence: Toronto, Ontario, Canada Age: 62 Director since: 2023 Gender: Male	Kelvin Dushnisky	Non-Independent
	Mr. Dushnisky is the Executive Chair of the Company. He joined the Board in October 2023, and served as a Director of Old LAC from June 2021 to October 2023. Mr. Dushnisky has served as the Executive Chair of B2Gold Corp. since February 23, 2026. He previously served as Chief Executive Officer and a member of the Board of Directors of AngloGold Ashanti PLC where he led the execution of the organization’s strategic priorities and oversaw a global portfolio of mining operations and projects in Africa, South America and Australia, along with exploration interests and investments in Canada and the USA. Prior to AngloGold Ashanti, Mr. Dushnisky had a sixteen-year career with Barrick Gold Corporation (“Barrick”), ultimately as its President and a member of the Barrick Board of Directors. Prior to Barrick, Mr. Dushnisky held senior executive and board positions with a number of private and listed companies. Mr. Dushnisky holds a B.Sc. (Hon.) degree from the University of Manitoba and M.Sc. and Juris Doctor degrees from the University of British Columbia. He is a member of the Law Society of British Columbia and the Canadian Bar Association. Among numerous other industry and related associations, Mr. Dushnisky is past Chair of the World Gold Council and a former member of the International Council on Mining and Metals (ICMM) CEO Council and the Accenture Global Mining Council. Mr. Dushnisky is a past member of the Board of Trustees of the Toronto-based University Health Network (UHN). LAC believes that Mr. Dushnisky is well suited to serve as a director and Executive Chair of the Board based on his extensive experience in the mining industry, including service as a director and executive to public corporations in the industry. LAC Committees: None Other Public Company Directorships: • B2Gold Corp. (NYSE: BTG \| TSX: BTO) o Executive Chair since February 23, 2026 o Board Chair from July 1, 2024 to February 22, 2026 o Member of the Corporate Governance and Nominating Committee from July 1, 2024 to February 22, 2026 o Member of the Compensation Committee from July 1, 2024 to February 22, 2026 • Doman Building Materials Group Ltd. (TSX: DBM) o February 2010 – May 8, 2026* o Lead Independent Director o Chair of the Nominating and Corporate Governance Committee o Member of the Audit Committee from June 18, 2020 to May 30, 2024 o Member of the Compensation Committee from June 18, 2020 to May 30, 2024 * In 2025, Mr. Dushnisky had a 100% attendance rate for board meetings across the companies on which boards he served. ** Mr. Dushnisky has officially notified Doman Building Materials Ltd. that he will not stand for re-election at the company’s annual meeting of shareholders on May 8, 2026. Prior Public Company Directorships (2019-2024): • Rigel Resource Acquisition Corp. (“Rigel”) (NYSE: RRAC) o June 2021 – May 2025 • Old LAC (NYSE: LAR \| TSX: LAR) o June 2021 – October 2023 o Member of the Governance, Nomination, Compensation and Leadership Committee o Member of the Environment, Sustainability, Safety and Health Committee



Lead Independent Director Residence: Broomfield, Colorado, USA Age: 63 Director since: 2023 Gender: Male	Yuan Gao	Independent
	Dr. Gao joined the Board in October 2023 and served as Director of Old LAC from September 2019 to October 2023. He was the Vice Chairman of the board of Qinghai Taifeng Pulead Lithium-Energy Technology Co. Ltd, a leading producer of cathodes for lithium-ion batteries, from September 2019 to May 2023, having served as President and Chief Executive Officer from May 2014 to September 2019. Previously, Dr. Gao served as Vice President at Molycorp Inc., and as Global Marketing Director and Technology Manager at FMC Corporation (USA). Dr. Gao holds a BSc from the University of Science and Technology of China, and a PhD in Physics from the University of British Columbia. He has also completed Executive Education at The Wharton Business School, University of Pennsylvania. LAC believes that Dr. Gao is well suited to serve as a director based on his experience in significant management roles and his broad experience in the energy industry. LAC Committees: C&L Committee, G&N Committee (Chair) and Technical Committee Other Public Company Directorships: Fino Inc. (KOSDAQ:033790) Prior Public Company Directorships (2019-2024): • Old LAC (NYSE: LAR \| TSX: LAR) o September 2019 – October 2023 o Chair of the Governance, Nomination, Compensation and Leadership Committee o Member of the Environment, Sustainability, Safety and Health Committee o Member of the Audit Committee



Director Residence: Henderson, Nevada, USA Age: 67 Director since: 2023 Gender: Male	Michael Brown	Independent
	Mr. Brown joined the Board on October 3, 2023. He is a Fellow at the Lincy Institute at the University of Nevada, Las Vegas (“UNLV”). He joined UNLV in 2023 following service in the Cabinet of Governor Sisolak of Nevada from 2019 to 2022; first as Director of the Department of Business & Industry and then as Executive Director of the Governor’s Office of Economic Development. Previously, Mr. Brown served as President of Barrick Gold North America, a subsidiary of Barrick Gold Corporation from 2015 to 2018 after serving in roles of increasing responsibility with Barrick since 1994. He is a former member of the executive committee of the U.S. National Mining Association and a past Chairman of the Nevada Mining Association. Mr. Brown holds an MBA from George Washington University. Mr. Brown is enrolled in the Directorship Certification program of the National Association of Corporate Directors (NACD). In 2025, he participated in four NACD member forums, including sector roundtables on emerging energy and manufacturing issues. LAC believes that Mr. Brown is well suited to serve as a director based on his deep knowledge of mining industry dynamics and public policy in the US. LAC Committees: A&R Committee and S&S Committee (Chair) Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): None



Director Residence: Vancouver, British Columbia, Canada Age: 60 Director since: 2023 Gender: Female
	Fabiana Chubbs	Independent
	Ms. Chubbs joined the Board in October 2023 and served as Director at Old LAC from June 2019 to October 2023. Ms. Chubbs served as the Chief Financial Officer of Eldorado Gold Corporation from 2011 to 2018. She joined Eldorado Gold Corporation in 2007 and led Treasury and Risk Management functions until accepting the Chief Financial Officer position. Prior to joining Eldorado Gold Corporation, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audit of public mining and technology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Buenos Aires, including a Certified Public Accountant bachelor’s degree, and a Bachelor of Business Administration degree. Ms. Chubbs is a Chartered Professional Accountant in Canada. Ms. Chubbs also serves on the board of Royal Gold, Inc. LAC believes that Ms. Chubbs is well suited to serve as a director based on her extensive international and financial experience in the mining industry and her expertise in accounting, risk management and Sarbanes-Oxley controls. LAC Committees: A&R Committee (Chair) and G&N Committee Other Public Company Directorships: • Royal Gold, Inc. (NASDAQ: RGLD) o Member of the Audit and Finance Committee o Member of the Governance, Nominating and Compensation Committee Prior Public Company Directorships (2019-2024): • Old LAC (NYSE: LAR \| TSX: LAR) o June 2019 – October 2023 o Chair of the Audit and Risk Committee o Member of the Governance, Nomination, Compensation and Leadership Committee



Director, President and CEO Residence: Henderson, Nevada, USA Age: 56 Director since: 2023 Gender: Male	Jonathan Evans	Non-Independent
	Mr. Evans is the President and Chief Executive Officer of the Company, and has served as a Director of the Company, since the Separation in October 2023. He was a Director of Old LAC from June 2017 to October 2023, and served as its President from August of 2018 and as Chief Executive Officer from May of 2019 to October 2023. Mr. Evans has more than 20 years of operations and general management experience across businesses of various sizes and industry applications. Previously, he served as Vice President and General Manager for the Lithium Division at FMC Corporation (USA), and as the Chief Operating Officer of DiversiTech Corporation, a portfolio company of the private equity group, Permira. Mr. Evans has also held executive management roles at Arysta LifeScience, AMRI Corporation and General Electric. After earning a B.Sc. in mechanical engineering from Clarkson University, Mr. Evans served in the United States Army as an Armor/Cavalry officer. He subsequently earned a MSc from Rensselaer Polytechnic Institute. LAC believes that Mr. Evans is well suited to serve as a director based on his broad experience in the chemicals and lithium industries and his significant experience in management roles at the Company. LAC Committees: S&S Committee and Technical Committee Other Public Company Directorships: • Neo Performance Materials Inc. (TSX: NEO) o Chair, Compensation and Human Resources Committee o Member, Health, Environment, Safety and Security Committee Prior Public Company Directorships (2019-2024): • Old LAC (NYSE: LAR \| TSX: LAR) o June 2017 – October 2023



Director Residence: Dalkeith, Western Australia, Australia Age: 62 Director since: 2023 Gender: Male	Philip Montgomery	Independent
	Mr. Montgomery joined the Board in October 2023. He brings extensive global experience in major capital projects. Over his 35-year career at BHP Group Limited and its predecessor organizations, Mr. Montgomery worked across various geographies and commodities, demonstrating expertise in leading assets and projects as well as senior corporate roles, including, Global Head of Group Project Management and Vice President – Projects. Since 2020 he has served as a non-executive director on various private and public company boards. Mr. Montgomery holds a B.Sc. in Mechanical Engineering and Business Management from Oxford Brookes University. LAC believes that Mr. Montgomery is well suited to serve as a director based on his executive leadership experience in managing major capital projects. LAC Committees: C&L Committee, S&S Committee and Technical Committee (Chair) Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): • Walkabout Resources Ltd. (ASX: WKT) o July 2021 – November 2024 o Member of the Audit Committee o Chair of the Remuneration Committee



Director Residence: Cottonwood Heights, Utah, USA Age: 56 Director since: May 4, 2026 Gender: Male	Clayton Walker	Independent
	Mr. Walker is the former Chief Growth and Development Officer at Rio Tinto where he was responsible for the overall strategic direction and execution of the copper growth portfolio. From 2021-2025 Mr. Walker served as Chief Operating Officer for Rio Tinto’s copper product group, where he led global teams focused on growth and optimization through a world-class copper portfolio. His responsibilities included oversight of major operations and projects across the Americas, including Rio Tinto Kennecott in Utah and Resolution Copper in Arizona. From 2016-2021, he served as Chief Executive Officer and Executive Chairman of Iron Ore Company of Canada. Prior to that, Mr. Walker spent 15 years in various management roles at Rio Tinto. Mr. Walker holds a Master of Business Administration degree from the University of Utah and a Bachelor of Science, Metallurgical Engineering degree from the University of Utah. LAC Committees: None* *Mr. Walker has been appointed as a member of each of the A&R Committee, the S&S Committee (Chair) and the Technical Committee, effective immediately following the Annual Meeting, subject to his election at the Annual Meeting. Other Public Company Directorships: • Peabody Energy, Inc. (NYSE: BTU) o Member of the Compensation Committee o Member of the Health, Safety, Security & Environmental Committee Prior Public Company Directorships (2019-2024): None

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

To the knowledge of the Company, no director or proposed director of the Company is, or within the ten (10) years prior to the date of this Proxy Statement has been, a director or executive officer of any company, including the Company that:

(a)

while that person was acting in that capacity was the subject of a cease trade order or similar order, or an order that denied the company access to any exemption under securities legislation for a period of more than thirty (30) consecutive days; or

(b)

was subject to an event that resulted, after the director ceased to be a director or executive officer of the company, in the company being the subject of a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

To the knowledge of the Company, no director, except as to Philip Montgomery as disclosed below, proposed director or executive officer of the Company is, or within the ten (10) years prior to the date of this Proxy Statement has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of the Company, no director or proposed director of the Company has, within the ten (10) years prior to the date of this Proxy Statement, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

In October 2021, Salt Lake Potash, an Australian company of which Philip Montgomery was a director at the time, voluntarily declared the company insolvent and appointed KPMG LLP as receivers. In November 2024, Walkabout Resources Pty Ltd, an Australian company of which Philip Montgomery was a director at the time, voluntarily declared the company insolvent and appointed Korda Mentha as receivers.

Director Independence

LAC believes that the majority of the Company’s directors are independent in accordance with applicable Canadian legal requirements and guidelines and independence criteria of the regulations of the SEC and rules of the NYSE. The G&N Committee and the Board review the independence of each Board member and nominated director against these criteria at least once a year. Consistent with the laws and rules described above, the Board has reviewed all relationships between the Company and each director and director nominee and considered all relevant quantitative and qualitative criteria.

The Board has determined that the following six (6) of the eight (8) current LAC directors qualify as independent: Yuan Gao, Michael Brown, Fabiana Chubbs, Jinhee Magie, Philip Montgomery, and Clayton Walker. Following the Annual Meeting, if all of the director nominees are duly elected thereat, five (5) of the seven (7) LAC directors will qualify as independent. The non-independent directors of the Company are Jonathan Evans, who is the President and CEO of the Company, and Kelvin Dushnisky, who is the Executive Chair.

As discussed below under the heading "Board Committee Participation", following the Annual Meeting, assuming all of the director nominees are duly elected thereat, the Board expects to reconstitute each of its standing committees to reflect the updated Board composition. The Board has determined that all of the directors who currently serve on the A&R Committee, the C&L Committee and the G&N Committee, as well as those who will serve on the reconstituted A&R Committee, the C&L Committee and the G&N Committee, are independent under NYSE and SEC criteria. The current chair of each Board committee is, and the chair of each Board committee following the Annual Meeting will be, independent.

In recommending to the Board that it determine a director is independent, the G&N Committee considered whether there were any other facts or circumstances that might impair a director’s independence. Generally, independence of a director means that the individual is not an employee or member of management of the Company or any subsidiary, receives no compensation from the Company or a subsidiary except compensation for serving as a director on the Board, and generally the individual has no conflicts of interest or other ties to management, the Company or a subsidiary that would lead to a determination that the individual is unable to exercise judgment independent of management. These same considerations extend to immediate family members of the individual.

Dr. Gao has been appointed as the Lead Independent Director by the Board and is responsible for ensuring that the independent directors have regular opportunities to meet in executive sessions without the presence of executives and non-independent directors. Discussions among the independent directors will be led by the Lead Independent Director who will subsequently provide feedback to the Executive Chair. Independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance.


Name	Independent(1)	Not Independent	Reason for non-independence
Kelvin Dushnisky (Executive Chair)		✓	Executive Chair of the Company
Yuan Gao (Lead Independent Director)	✓
Michael Brown	✓
Fabiana Chubbs	✓
Jonathan Evans (President & CEO)		✓	President & CEO of the Company
Jinhee Magie(2)	✓
Philip Montgomery	✓
Clayton Walker	✓

Notes:

(1)

The NYSE listing rules require that a majority of the board of directors of a company listed on the NYSE be composed of “independent directors,” which is generally defined as a person who the board of directors determines has no “material relationship” with the company. The Board has determined that the following six (6) of the eight (8) current LAC directors qualify as independent: Yuan Gao, Michael Brown, Fabiana Chubbs, Jinhee Magie, Philip Montgomery, and Clayton Walker per the NYSE independence standards. Following the Annual Meeting, if all of the director nominees are duly elected thereat, five (5) of the seven (7) LAC directors will qualify as independent per the NYSE independence standards. The non-independent directors of the Company are Jonathan Evans, who is the President and CEO of the Company, and Kelvin Dushnisky, who is the Executive Chair.

(2)

Ms. Magie will not be standing for re-election at the Annual Meeting.

Board Committee Participation

The following table outlines Board committee participation as of the date of this Proxy Statement. All of the directors who currently serve on the A&R Committee and the C&L Committee have been determined to be independent by the Board as required by NYSE and SEC criteria and applicable Canadian securities laws. The G&N Committee is also comprised entirely of independent directors. The Chairs of each of the Company’s Board committees are independent.


	Audit and Risk Committee(4)	Governance and Nomination Committee	Compensation and Leadership Committee	Safety and Sustainability	Technical Committee
Kelvin Dushnisky(1)
Yuan Gao
Michael Brown
Fabiana Chubbs
Jonathan Evans(2)
Jinhee Magie(3)
Philip Montgomery
Clayton Walker
Committee Chair Committee Member

Notes:

(1)

Mr. Dushnisky is not a member of any of the committees of the Board. He attends certain committee meetings in his capacity as Executive Chair of the Board.

(2)

Mr. Evans is a member of the S&S Committee and Technical Committee. He attends meetings of other committees in his capacity as President and CEO.

(3)

Ms. Magie will not be standing for re-election at the Annual Meeting.

(4)

Mesdames Chubbs and Magie qualify as audit committee financial experts, as defined under Item 407(d)(5) of Regulation S-K. The Board has also determined that all members of the A&R Committee, are financially literate according to the meaning of National Instrument 52-110 – Audit Committees and the rules of the NYSE.

Following the Annual Meeting, the Board expects to reconstitute each of its standing committees to reflect the updated Board composition, assuming all of the director nominees are duly elected thereat. The following table outlines the expected Board committee composition effective immediately following the Annual Meeting. All of the directors who will serve on the reconstituted A&R Committee and the reconstituted C&L Committee have been determined to be independent by the Board as required by NYSE and SEC criteria and applicable Canadian securities laws. The reconstituted G&N Committee will also be comprised entirely of independent directors. The Chairs of each of the Company’s reconstituted Board committees will be independent.


	Audit and Risk Committee(3)	Governance and Nomination Committee	Compensation and Leadership Committee	Safety and Sustainability	Technical Committee
Kelvin Dushnisky(1)
Yuan Gao
Michael Brown
Fabiana Chubbs
Jonathan Evans(2)
Philip Montgomery
Clayton Walker
Committee Chair Committee Member

Notes:

(1)

Mr. Dushnisky will not be a member of any of the committees of the Board. He will attend certain committee meetings in his capacity as Executive Chair of the Board.

(2)

Mr. Evans is expected to be a member of the S&S Committee and Technical Committee. He will attend meetings of other committees in his capacity as President and CEO.

(3)

Ms. Chubbs qualifies as an audit committee financial expert, as defined under Item 407(d)(5) of Regulation S-K. The Board has also determined that all expected members of the A&R Committee are financially literate according to the meaning of National Instrument 52-110 – Audit Committees and the rules of the NYSE.

Additional information regarding Board committees can be found in the Committees of the Board section below.

(1)

Mix of Skills and Experience

The skills matrix below summarizes certain qualifications used by the G&N Committee in their evaluation of the Company’s directors. LAC uses this skills matrix to annually assess the Company’s Board composition and in the recruitment of new directors. The table below indicates each director’s skills and experience in the areas indicated based on a self-assessment by each individual.


								Walker
Public Company Executive Leadership	●	●	●	●	●	●	●
Industry	●	●	●	●	●	●	●	●
Operational	●	●		●	●	●	●	●
Legal/Regulatory	●	●	●	●	●	●
Risk Management	●	●	●	●	●	●	●	●
Financial			●	●	●	●
Human Resources/ Human Capital	●	●	●	●	●	●	●	●
Cyber	●			●		●
ESG-S Experience	ESG-S	ESG-S	ESG-S	ESG	ESG-S	ESG	ESG-S	ESG-S

Note:

(1)

Ms. Magie will not be standing for re-election at the Annual Meeting.

To supplement the skills matrix, the directors have given consideration to requisite skills and expertise of the Board to oversee the Company’s Environment, Social and Governance (“ESG”) and Safety (“ESG-S”) opportunities, priorities and enterprise risks, and the Board’s determinations are represented on the skills matrix above.

EXECUTIVE OFFICERS OF REGISTRANT

Information About the Company’s Executive Officers

The table below sets forth information regarding LAC’s executive officers as at the date of this Proxy Statement. Information regarding the Company’s CEO, Jonathan Evans and Executive Chair, Kelvin Dushnisky is included above under Director Profiles.



Executive Vice President and CFO Age: 51		Luke Colton Mr. Colton joined the Company as Executive Vice President and Chief Financial Officer on January 29, 2025. He is a seasoned mining executive with significant financial, statutory, commercial and leadership experience spanning over two decades across multiple global jurisdictions. Most recently, Mr. Colton was CFO of Minova International from mid-2023 to late-2024, responsible for finance, treasury and taxation as well as being an important member of Minova’s senior leadership team. From 2017 to 2022, Mr. Colton was the CFO of Turquoise Hill Resources (“THR”) as well as a director of Oyu Tolgoi, overseeing the operation of its open-pit mining activities as well as the development of its multi-billion-dollar underground copper mine in Mongolia. Mr. Colton remained the CFO of THR through its privatization by Rio Tinto. His previous experience also includes CFO of Richards Bay Minerals as well as various roles at Rio Tinto and its subsidiaries, including Manager Financial, Capital Accounting and Compliance for Rio Tinto Iron Ore; Principle, Valuations and Analysis within Rio Tinto’s Controllership function; and Manager, Reporting and Control for Rio Tinto Energy America. Mr. Colton began his career at Ernst & Young and holds a Masters of Accountancy from Brigham Young University.

      
Executive Vice President, Capital Projects and Operations
Age: 51
 
      Richard Gerspacher 
Mr. Gerspacher has served as the Executive Vice President, Capital Projects and Operations of the Company since January 1, 2026. Prior to, he served as the Executive Vice President, Capital Projects since the Separation in October 2023. Mr. Gerspacher was the Senior Vice President, Capital Projects at Old LAC from February 2022 to October 2023. He has over 24 years of leadership experience in developing and executing successful projects throughout the world in a variety of sectors including industrial minerals, metals mining and power generation. From August 1997 to January 2022, Mr. Gerspacher worked for Fluor Corporation, a global engineering and construction company where he most recently served as Vice President and Projects Director for Fluor's mega Projects Group, including a lithium project in Australia. He also served as Chairman of Fluor's Latin America Talent Development Team and as a member of their Global Project Management Talent Development Team. Mr. Gerspacher holds a Professional Engineer designation, and has a Bachelor's degree in Civil-Structural Engineering from the University of Detroit and a Master of Business Administration degree from Duke University.

      
Senior Vice President, Government and External Relations
Age: 57
 
      Tim Crowley 
Mr. Crowley has served as the Senior Vice President, Government and External Relations since January 1, 2026. Prior to, he served as the Vice President, Government and External Relations since the Separation in October 2023. Mr. Crowley served as the Vice President, Government and External Relations of Old LAC from July 2018 to October 2023. Previously, he was the Principal of Crowley & Ferrato Public Affairs from 2014 to 2021. Prior to Crowley & Ferrato Public Affairs, he was the President of the Nevada Mining Association. He sits on the Keep Truckee Meadows Beautiful Board of Directors and the University of Nevada, Mackay School of Earth Sciences and Engineering Advisory Board. Mr. Crowley holds a Bachelor of Science from the University of Nevada, Reno.



Senior Vice President, General Counsel and Corporate Secretary Age: 57		Edward Grandy Mr. Grandy has served as the Senior Vice President, General Counsel and Corporate Secretary of the Company since the Separation in October 2023. He was the Vice President of Legal and Regulatory Affairs of Old LAC from 2018 to October 2023. He was General Counsel of Barrick's copper business from 2012 to 2018 and previously managed the legal affairs for a number of operating and developing projects in the U.S. and Canada. He is a legal department leader with broad experience in project development and regulatory compliance. Prior to joining Barrick in 2006, Mr. Grandy was an attorney and shareholder at a leading mountain-state law firm in the U.S. He is a former chair of the Energy, Natural Resources & Environmental Law Section of the Utah State Bar and has served two terms as a Trustee of the American Exploration and Mining Association. He holds a Bachelor of Arts from Middlebury College and a J.D. from the Emory University School of Law.


Senior Vice President, Finance Age: 46		Rob Russell-Smith Mr. Russell-Smith has served as the Senior Vice President, Finance of the Company since October 2, 2025. He brings over 20 years of experience in finance and accounting, with a strong background in financial reporting, treasury, tax planning, internal audit, and strategic business development. From 2011 until joining LAC, he was at Rio Tinto, where he most recently served as General Manager Finance for Copper Americas, leading finance teams supporting operations at Kennecott Utah Copper, Resolution Copper, Escondida and Nuton. Prior to that, Mr. Russell-Smith held senior finance roles at Turquoise Hill Resources and PricewaterhouseCoopers, supporting complex mining operations and corporate finance initiatives across multiple jurisdictions. Mr. Russell-Smith holds a Bachelor of Arts in Economics and Accounting with French from Bristol University and is both an ACCA and Certified Treasury Professional.

      
Vice President,
Human Resources
Age: 41
 
      Aubree Barnum 
Ms. Barnum has served as the Vice President, Human Resources of the Company since the Separation in October 2023. She served as the Vice President, Human Resources of Old LAC from November 2021 to October 2023. Ms. Barnum is a human resources professional with over 15 years of experience in municipal and mining industry human resources leadership roles. From November 2020 to October 2021, Ms. Barnum served as Vice President Human Resources for Nevada Copper Corp., prior to which she was the Human Resources Director since October 2018. She earned her Bachelor of Arts degree in Human Physiology from the University of Oregon and a Master of Business Administration/Human Resource Management degree from Columbia Southern University. She holds a Certified Professional in Human Resources (PHR) designation from the Human Resource Certification Institute, is a member of the National Society for Leadership and Success and she sits on the Nevada Governor’s Workforce Development Board.

      
Vice President, Corporate Development 
Age: 54
 
      Alexi Zawadzki 
Mr. Zawadzki has served as the Vice President, Corporate Development of the Company since January 1, 2026. Prior to, he served as the Vice President, Resource Development since the Separation in October 2023. Mr. Zawadzki served as the President of North American Operations of Old LAC from August 2017 to October 2023, and as the CEO of Lithium Nevada Corp. He has over 20 years of experience developing mining and energy projects in roles of increasing responsibility. Following 10 years working for an international engineering consultancy, in 2007 he founded a publicly traded renewable energy company resulting in the construction and operation of two hydroelectric facilities. Since 2014, he has been focused on the lithium sector as an enabler of renewable energy technologies. Mr. Zawadzki trained as a hydrologist and holds a Masters degree from Wilfrid Laurier University.

Executive Compensation

The Company is currently considered an “emerging growth company” and a “smaller reporting company” (“SRC”) within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, LAC has opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” within the meaning of the Exchange Act. Accordingly, the Company provides a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table, as well as limited narrative disclosures and the Company’s reporting obligations generally extend only to the Named Executive Officers listed below.

Named Executive Officers

The Named Executive Officers ("Named Executives") set out below are the Company's Chief Executive Officer (“CEO”) and the two other highest compensated executive officers who were serving as of December 31, 2025.


Named Executive	Title
Jonathan Evans	President and CEO
Kelvin Dushnisky	Executive Chair
Richard Gerspacher	Executive Vice President, Capital Projects and Operations(1)

Note:

(1)

Mr. Gerspacher has served as the Executive Vice President, Capital Projects and Operations of the Company since January 1, 2026. He served as the Executive Vice President, Capital Projects since the Separation on October 3, 2023 to December 31, 2025.

Program Oversight and 2025 Highlights

The C&L Committee, on behalf of the Board, oversees the Company's executive compensation program. Highlights of the Company’s 2025 program are set out below.


2025 Executive Compensation Program Highlights
2025 Corporate Performance Scorecard	LAC’s 2025 corporate scorecard sets out the Company’s strategic priorities for the year, which reflects corporate performance as an element of at-risk awards, in addition to individual performance.
Independent Compensation Advisor and Benchmarking	Executive compensation is benchmarked against peers from the lithium mining, diversified mining and chemical industries, as well as broader general industry data. Benchmarking allows us to provide competitive and fair compensation, and to retain and attract key talent in a competitive job market landscape. The C&L Committee determines compensation based on this benchmarking and advice from its independent compensation consultant. Compensation is reviewed at least annually.
At-Risk Pay	Short-term incentive (“STI”) and long-term incentive (“LTI”) awards are based on target percentages of base salary under LAC’s performance management program, resulting in a significant component of at-risk pay for the Company’s Named Executives.
Pay for Performance	The Company’s performance management program weighs corporate performance as a factor of STI awards. Individual performance is assessed annually through a combination of achieving individual and corporate goals and objectives. CEO and Executive Chair objectives are based 100% on corporate performance.
Management Compensation Committee	An internal management compensation committee (the “Management Compensation Committee”) oversees compensation matters for non-executive employees, led by the Company’s Vice President, Human Resources and


	including the CEO, Chief Financial Officer ("CFO") and Executive Vice President, Capital Projects and Operations.
Incentive Award Caps	The range for STI and LTI awards is a minimum of 0% of target to a cap of 200% of target under LAC’s performance management program.
LTI Awards Vesting Period	The three-year vesting period of LTI awards aligns the interests of executives with the long-term risks and performance of the Company, while also promoting longer-term retention. For 2025, the Board approved: an LTI award mix for executives comprised of 50% RSUs and 50% PSUs; RSUs vest annually over three years (1/3 each year); PSUs cliff vest after a three-year performance period based on the Company’s relative total shareholder return (“TSR”).
Robust Stock Ownership Guidelines	All executive officers and directors are subject to stock ownership requirements designed to align their interests with those of shareholders. Pursuant to the Company’s Share Ownership Policy: • LAC’s CEO is required to hold Common Shares having a value equal to 5x the gross amount of the CEO’s annual base salary. • All other executive officers are required to hold Common Shares having a value equal to 2x the gross amount of their annual base salary. • Non-executive directors of LAC are required to hold Common Shares having a value equal to 5x their annual cash retainer. • Unexercised stock options (whether vested or unvested) and unearned PSUs do not count toward the minimum share ownership requirements. Achievement of these levels of stock ownership must be met within five years from the date the executive officer or director was first elected or appointed.
Insider Trading Policy	The Company has a Securities Trading Policy designed to prevent insider trading while there is material information about LAC not yet publicly disclosed. LAC also implements routine blackout periods under the Securities Trading Policy during public reporting periods and non-routine blackout periods, as needed, including for transactions and other material events.
No Re-Pricing of Equity Incentive Awards	The Company does not reprice outstanding options or other equity incentive awards.
Clawback Policy	The Company may recoup incentive compensation erroneously awarded under LAC’s Incentive Compensation Recovery (Clawback) Policy.
No Hedging or Pledging	Directors, executive officers, employees and internal consultants are prohibited from hedging or pledging Company securities.

Executive Compensation Philosophy

The Company's philosophy is to offer executive compensation that is competitive with the median of a select group of industry peers, with the overall focus of the Company’s program being to offer competitive base compensation and pay for strong performance through an annual performance management program. The goals of LAC’s executive compensation program are to:

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attract, motivate and retain high performing executives through market competitive base salaries and employee benefits, which are offered throughout the organization;

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pay for the performance of LAC’s executives through the Company’s performance management program, which includes performance reviews and awards based on the attainment of corporate and individual goals and objectives, thereby furthering the interests of LAC, and ensuring a substantial portion of executive compensation is at-risk;

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recognize the contribution of LAC’s executives to the Company’s long-term growth through awards of short-term and long-term incentives based on individual and corporate performance; and

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align the financial interests of executives with the interests of LAC’s shareholders and the Company's overall performance, through equity awards that expose executives to the risks and rewards of ownership of LAC’s Common Shares.

As a development stage lithium mining and processing company targeting near-term production of battery-grade lithium products, LAC is dependent on individuals with specialized skills and knowledge related to mining exploration and development, capital projects management, chemical processing for planned lithium products, corporate finance, legal, human resources and other areas of business or management expertise. The Company operates in a highly competitive talent market with increasing employment opportunities, requiring competitive compensation programs and practices to retain and attract talent.

Elements of Executive Compensation

The Company provides a mix of fixed and variable compensation to motivate executives to achieve overall corporate and individualized goals and to align their interests with those of shareholders. The Board, acting on the recommendation of the C&L Committee, has implemented a compensation structure intended to support these objectives. The elements of the Company’s executive compensation program are summarized in the table below.


Compensation Elements	Features	Objectives
Base Salary	Evaluated annually, based on competitive benchmarking data and consideration of cost-of-living adjustments.	Provides fixed compensation, recognizing individual experience, performance, and responsibilities. Targeting salary at the median of peer companies promotes retention of talented individuals and facilitates recruitment of new talent in a competitive job market.
STI Awards	STI award = Base Salary x STI Target % x (Corporate Performance based on % weight by position + Individual Performance based on % weight by position). Paid 50% in cash + 50% RSUs vesting 60 days from date of grant.	Rewards achievement of annual corporate and individual goals and aligns executive performance with the Company’s strategic priorities.
LTI Awards	50% awarded in RSUs vesting annually over three years and 50% awarded in PSUs with three-year performance vesting conditions LTI = Base Salary x LTI Target x LTI retention factor.	Promotes longer-term retention and aligns long-term interests of the Company’s executives with those of shareholders. PSUs reflect at-risk awards that link payouts to relative TSR over a three-year period. Rewards executives for industry out-performance.
Retirement Savings Plan Contributions	Annual contribution matching by LAC to a retirement savings plan, up to 4% of base salary in 2025, subject to a contribution ceiling established annually (For Canadian employees (RRSP), the 2025 ceiling was CDN$32,490. For U.S. employees (401(k)), the 2025 ceilings were $23,500 for employees under age 50 and $31,100 for employees age 50 and over.).	Market competitive benefit. Encourages retirement savings.
Health, Wellness and Other Benefits	Health, dental, life, critical illness and disability insurance. Health and wellness spending account.	Market competitive benefits. Encourages and supports health and wellness.

The C&L Committee reviews each element of compensation for market competitiveness and may weigh a particular element more heavily based on the respective executive’s role and responsibilities within the Company. The committee’s focus is on remaining competitive in the market with respect to LAC’s total compensation program, in addition to certain components of executive compensation such as base salary and performance-based compensation.

For the year

SEC Form DEF 14A filed by Lithium Americas Corp.