Thacker Pass Lithium Project
Torys acted as counsel to Orion Mine Finance in a US$250 million financing package to Lithium Americas Corp. for the development and construction of Phase 1 of the Thacker Pass lithium project in Nevada, including a US$195 million initial investment and US$30 million delay draw commitment in the senior unsecured convertible notes of Lithium Americas, and a US$25 million production payment agreement in respect of minerals processed and gross revenue generated by Thacker Pass.
On March 5, 2025, Lithium Americas Corp. (“Lithium Americas”) announced a strategic investment of US$250 million from fund entities managed by Orion Resource Partners LP (collectively, “Orion”) for the development and construction of Phase 1 of the Thacker Pass lithium project in Humboldt County, Nevada (“Thacker Pass” or the “Project”). The financing is expected to enable Lithium Americas to achieve fully funded status at both the Project and corporate level for the duration of the Project’s construction. Completion of Thacker Pass Phase 1 is targeted for late 2027.
Situated at the southern end of the McDermitt Caldera, approximately 60 miles (100 km) northwest of Winnemucca, in Humboldt County, Nevada, Thacker Pass hosts the world’s largest known measured lithium resource (Measured and Indicated) and reserve (Proven and Probable) in the world. It is owned by a joint venture between Lithium Americas (holding a 62% interest and is the manager of the Project), and General Motors Holdings LLC (holding a 38% interest).
Investment Details
Orion committed to purchase US$195 million in aggregate principal amount of senior unsecured convertible notes, maturing in 2030 and bearing an initial conversion price of US$3.78 per share. Lithium Americas will pay interest on the notes in-kind or in cash at a rate of 9.875% per annum until the maturity of the notes.
Subject to the satisfaction of certain conditions, Orion also committed to purchase an additional US$30 million in notes within two years (the “Delayed Draw Notes”) upon request by Lithium Americas.
Orion also entered into a Production Payment Agreement (“PPA”) with Lithium Americas, whereby Orion will pay Lithium Americas US$25 million in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass. Under the terms of the PPA, Orion will receive fixed payments of US$128 per tonne (or US$152 per tonne assuming draw of the Delayed Draw Notes) of the total lithium processed each year at Thacker Pass for a period of 72 quarters after first production. Orion will receive additional variable payments of 0.96% of total gross revenue (or 1.14% of total gross revenue assuming draw of the Delayed Draw Notes) for the life of the Project.
Further information can be found on Business Wire's website.
Lithium Americas is a pure-play North American lithium company committed to responsibly developing the Thacker Pass and advancing it toward production, targeting nominal design capacity of 40,000 t/y of battery-quality lithium carbonate.
Orion Mine Finance Group is one of the world's leading mining-focused private equity businesses.
Torys also acted on the following in connection with this project:

| Jurisdiction | Humboldt County |
| Province/State | Nevada |
| Country | United States |
| Nature of Engagement | PPA and offtakes, Project Finance |
| Client | Orion Mine Finance |
| Client Role | Lender |
| Value | $250,000,000 USD |