SCHEDULE 13G: Orion Resource Partners Discloses Significant Stake in Lithium Americas Corp. via Convertible Note

Orion Resource Partners (USA) LP has reported a 9.99% beneficial ownership stake in Lithium Americas Corp., primarily through a convertible note, as detailed in a recent Schedule 13G filing.

Summary

• Orion Resource Partners (USA) LP, serving as investment advisor to OMF Fund IV SPV M LLC, has filed a Schedule 13G regarding its beneficial ownership in Lithium Americas Corp.
• The filing indicates beneficial ownership of 24,271,500 Common Shares of Lithium Americas Corp.
• This stake represents approximately 9.99% of the outstanding Common Shares of Lithium Americas Corp.
• The ownership is derived from a convertible note with a principal amount of $195,000,000, plus accrued interest.
• The conversion price for the convertible note is set at $3.78 per Common Share.
• A 'Blocker' provision limits the immediate conversion to prevent ownership from exceeding 9.99% of outstanding shares, though this cap can potentially increase to 19.99% after a 60-day notice period to the Issuer.
• The percentage of ownership is calculated based on 218,686,462 Common Shares outstanding as of March 17, 2025, as reported in the Issuer's annual report on Form 10-K, plus the 24,271,500 shares from the convertible note.

Sentiment

Score: 7

Explanation: The filing indicates a significant institutional investment in Lithium Americas Corp., which is generally a positive signal of investor confidence. The investment is structured via a convertible note, providing capital to the company. The 'Blocker' provision is a standard regulatory compliance measure rather than a negative sentiment indicator.

Positives

• A significant institutional investor, Orion Resource Partners, has taken a substantial stake in Lithium Americas, indicating confidence in the company's prospects.
• The investment is structured via a convertible note, which provides capital to Lithium Americas Corp., supporting its operations or projects.

Negatives

• The 'Blocker' provision limits the immediate conversion of the note to 9.99% of outstanding shares, potentially restricting the investor's ability to fully convert their note without a 60-day notice period for a higher cap.

Risks

• Dilution Risk: Future conversion of the convertible note could lead to dilution for existing shareholders if the conversion price is below the market price at the time of conversion.
• Conversion Cap: The 9.99% 'Blocker' limits the immediate impact of conversion, but a potential increase to 19.99% could lead to significant ownership concentration by Orion Resource Partners.
• Market Price Volatility: The value of the convertible note and the underlying shares is subject to the volatility of Lithium Americas Corp.'s stock price, which could impact the investor's return.

Future Outlook

The document does not provide explicit forward-looking statements or guidance from Lithium Americas Corp. However, the 'Blocker' provision indicates a potential future increase in ownership by Orion Resource Partners to 19.99% after a 60-day notice period, suggesting a long-term investment horizon.

Management Comments

• Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP, certified that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Industry Context

This filing indicates a significant institutional investment in a lithium company, reflecting continued investor interest in the critical minerals sector. Lithium is a key component for electric vehicle batteries and renewable energy storage, suggesting a positive long-term outlook for the lithium industry and companies like Lithium Americas Corp.

Comparison to Industry Standards

• This document is a beneficial ownership filing, not a performance report, so direct comparisons to industry financial benchmarks or specific projects are not applicable.
• Large institutional investments, particularly via convertible notes, are common financing mechanisms in the mining and resource sector for companies involved in strategic commodities like lithium.
• The 9.99% ownership threshold is a standard regulatory trigger for Schedule 13G filings, indicating compliance with SEC reporting requirements for significant beneficial ownership.

Stakeholder Impact

• Shareholders: Potential future dilution if the convertible note is fully converted, but also a signal of institutional confidence and capital infusion into the company.
• Company (Lithium Americas Corp.): Received capital from the convertible note, which can be used to fund ongoing operations, development projects, or strategic initiatives.

Next Steps

• Orion Resource Partners may provide a 60-day notice to Lithium Americas Corp. to increase their conversion cap from 9.99% to 19.99%.
• Future conversions of the convertible note by OMF Fund IV SPV M LLC into Common Shares of Lithium Americas Corp. are expected.

Key Dates

Keywords

Lithium Americas Corp., Orion Resource Partners, Schedule 13G, Beneficial Ownership, Convertible Note, Common Shares, Investment Advisor, OMF Fund IV SPV M LLC, SEC Filing, Equity Stake, Mining, Lithium