Good morning, welcome to Lithium Americas' General Motors transaction conference call. All lines are in place on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session. If you'd like to ask a question during this session, please press star one on your telephone keypad. To withdraw your question, please press star one again. Thank you. I will now turn the call over to Virginia Morgan, Senior Director, Investor Relations and ESG. Please go ahead. Thank you, Operator. Thank you everyone for joining the call this morning. Before we begin, I would like to remind you that we will be making forward-looking statements during the call. Please refer to the cautionary statements included in the presentation and news release. Our news release issued this morning detailed the highlights for the GM investment and supply agreement, an update on the Thacker Pass construction plan. You'll find a copy of this news release on our website. It has also been filed on SEDAR and EDGAR. Please also note any amounts discussed today will be in U.S. dollars. After the prepared remarks, we will open the call for Q&A. At that time, we will invite analysts to queue for questions. I will now turn the call over to Jonathan Evans, Lithium Americas' President and CEO. Thank you, Jenny, thank you everyone for joining us this morning. We're really excited to have Sham Kunjur, GM Executive Director for EV Raw Materials, Center of Excellence, joining us today as well. We're pleased to announce today's investment and supply agreement with General Motors. This is a major milestone for Lithium Americas in moving our Thacker Pass project towards production. Today's announcement also sets the foundation for the company as we transition from a developer to a producer and pursue the strategic separation of our U.S. and Argentine businesses. Together with General Motors, we are committed to responsibly developing Thacker Pass to power made in America electric vehicles and help the United States meet its carbon reduction goals with secure domestic supply of critical battery raw materials. Before we go through the details of the transaction, I'd like to hand over to Shyam to say a few words on today's announcement. Thank you, John. Good morning, everybody. GM is very pleased to have announced this investment and supply agreement with Lithium Americas. We believe that it's a win-win, not only for GM and Lithium Americas, but also for the domestic battery industry. According to our advisors, this investment represents the largest ever made by an automaker to produce battery raw materials. We are excited to be working with Lithium Americas to supply lithium in the US for our Ultium battery cells, which is helping power a broad portfolio of EV trucks, SUVs, luxury vehicles, and light commercial vehicles from GM's Ultium platform. Importantly, today's announcement builds on the fact that we have already secured all of the raw materials we need to build more than 1 million EVs annually in North America. Direct sourcing of EV critical raw materials and components from suppliers in North America and free trade agreement countries helps makes our supply chain more secure, sustainable, and it helps us manage cell costs, and it creates jobs. It is all part of our long-term strategy to invest in and create a robust North America-focused supply chain for EV raw materials, process material and components to support our EV growth. Moving forward, our future production will increasingly draw from domestic resources like Thacker Pass. Thank you, John, for having me join you today, and look forward to working with you and the entire team from Lithium Americas. With that, I hand it back to you, John. Thank you, Sham. We likewise look forward to working closely with General Motors and your team to help build a domestic supply chain. For those following along the webcast presentation, we'll start with slide 3. We view GM's $650 million investment with Lithium Americas as a transformative transaction in the battery raw materials industry, forging a partnership between GM, a leading global auto OEM in the U.S., and LAC, owner of the largest known lithium resource in the U.S. We expect the investment to meaningfully accelerate the development of Thacker Pass, which once in production, will spearhead the U.S. EV transition in building a domestic EV supply chain. Along with the investment, GM will have exclusive rights for Thacker Pass' phase one production, designed for 40,000 tons per annum of battery quality lithium carbonate for 10 years, with an option by GM to extend for an additional five years. GM will also have right of first offer on phase two offtake. We expect Thacker Pass to be one of the largest sources of lithium in the United States. This is just the next step to moving this project towards production. With this investment, GM will become the largest shareholder of Lithium Americas. As we continue to advance towards the separation of our U.S. and Argentina business units, GM's investment will help set a strong foundation for the development of an independent business focused on Thacker Pass and a North American supply chain of battery raw materials. Lithium produced from Thacker Pass is uniquely positioned to help support EV eligibility for consumer incentives under the clean energy tax credits. The investment has demonstrated a clear pathway to fund Thacker Pass. GM is a very strong offtake partner, and we continue to advance our ATVM loan application process with the U.S. Department of Energy. Moving to the next slide. GM's total investment is broken into two tranches. In tranche one, GM will invest $330 million at a subscription price of $21.34 per share into LAC. This initial investment will result in GM holding 9.999% ownership in LAC. The second tranche of $320 million is expected to occur following separation into the U.S.-focused business. The price for the second tranche will be based on the market. Following tranche 2, GM is expected to hold a significant interest. Up to 30% of the U.S. business and will hold certain investor rights, including entitlement to a seat on our board. We expect the first tranche to close by mid 2023 once we receive a ruling on the Record of Decision appeal that supports our ability to start construction. With GM's investment, GM will have exclusive rights to Thacker Pass phase I production. The pricing structure is based on a price formula that reflects market prices. Next slide, please. Thacker Pass is eligible for the Inflation Reduction Act credits both at the manufacturing level and at the consumer level. I will get into project economics in a few slides, but the economics incorporates the 10% advanced manufacturing production credit for the first 10 years of operations. Currently, almost 80% of the world's lithium production comes from Australia or South America, with the majority of chemical processing in Asia. Lithium carbonate from Thacker Pass will be made in America with both the extraction and processing right in the U.S.A. Next slide. As you can see from this slide, the supply-demand deficit for lithium remains a major challenge globally. Prices have increased rapidly in recent years as supply has failed to keep up with demand driven by EVs. The market needs to take action now, as it easily can take over 10 years to build new mines and processing facilities in North America. Current forecasts predict a supply deficit of over 3 million tons by 2040. That's equivalent to 75 Caucharí-Olarozs, which is the largest new lithium carbonate project to be built in over 20 years, which is our joint venture in Argentina. Today's announcement, the largest investment by an automaker, is an important step in addressing this global supply chain risk for EVs. Moving on to slide six. This slide shows the scale of Thacker Pass and the importance of this project in supporting America's long-term EV battery demands. Thacker Pass is the largest known resource in the U.S. with a measured and indicated resource of 16.1 million tons. That's 10 times the size of Silver Peak, which is the only producing lithium asset in the US currently. Based on our feasibility study, which is based on less than 25% of our defined resources, we expect the lithium produced from phase one at Thacker Pass to support up to 1 million EVs per year for 40 years. Next slide, please. Just a quick overview of the Thacker Pass project. Thacker Pass is a 100% owned project located in northern Nevada. It's the only project in the U.S. with a Record of Decision and all state permits to start construction. The plan is to produce 80,000 tons per annum in two phases of 40,000 tons per annum. This includes an integrated lithium production facility, including both the extraction and processing all at the same site. The regional scale of Thacker Pass presents an opportunity for future expansion, providing a near-term organic growth pipeline. The work our team has done in Nevada at our technical development center is world-class. We are producing battery-grade lithium carbonate samples from Thacker Pass ore. Next slide, please. We've always been committed to going beyond regulatory requirements in all aspects of how we do business, including how we designed and will operate Thacker Pass. Lithium carbonate from Thacker Pass supports the production of EVs and reduces carbon intensity downstream. Production from Thacker Pass is expected to have approximately 40% lower CO2 emissions than competing hard rock mines and conversion facilities. The project benefits from our co-located sulfuric acid plant, which generates steam as a natural byproduct to provide carbon free power. From a water perspective, we've designed our process to be a closed loop, Zero Liquid Discharge system. We converted existing water rights from agricultural to mining uses. The result is less water pumped from the aquifer for our processing uses compared to agricultural uses. Another way to put it, our water draw from phase one operations is equivalent to approximately four to five alfalfa pivots. For reference, you can see alfalfa pivots in the background of the image on this slide. Overall, at full capacity, Thacker Pass will draw less than 2% of the total water pumped from wells in Humboldt County. Other aspects we've adopted to minimize environmental impact include filtered stack, clay tailings, a best-in-class emissions control system to minimize impact to air quality, and we'll be actively backfilling and reclaiming the site. Next slide, please. Lithium Americas is committed to actively engaging with our neighbors and local communities. We're proud to have a community benefits agreement signed with the Fort McDermitt Paiute Shoshone Tribe, the closest Native American tribe to Thacker Pass at only 40 mi away. We've been actively engaging with the Fort McDermitt tribe for years, and the community benefits agreement establishes a formal framework to continue this collaboration and define long-term benefits for the tribe. We're committed to being good neighbors. We hire locally where possible and provide job-ready training for construction at Thacker Pass. The project is expected to hire up to 1,000 people for construction and up to 500 permanent jobs during operations. The community benefits agreement includes building a new community center for the tribe that will include a daycare facility that will enable both parents to be able to work outside the home. We're working with the community of Orovada as well, the school district, and the Bureau of Land Management to fund and construct a new kindergarten to grade 8 school. In consultation with the community, the BLM has identified a parcel of federal land, completed the federal permitting, and are in the process of transferring the land to the school district. We're working to finalize the design and prepare for the start of the construction of that school. Next slide, please. In July of 2022, we held an inauguration for the Lithium Technical Development Center in Reno. The tech center is a state-of-the-art analytical lab capable of producing and analyzing pure lithium compounds. Since commissioning last summer, the tech center has been making battery-grade lithium carbonate samples from Thacker Pass ore using our integrated process. For the Thacker Pass flow sheet, we are utilizing processing steps that are commonly used in various other industrial and mineral extraction applications. The process is designed for lower water consumption to minimize environmental impact and to achieve a lower carbon footprint than alternative lithium mining processes currently used. The front end of the flow sheet is identical to the phosphate industry. Add sulfuric acid to get a lithium sulfate. From there, it's the same process as what is currently being done for spodumene conversion in Australia and Asia. On to the results of the feasibility study. Thacker Pass is a large-scale lithium chemical project integrating both the extraction and processing all on the same site. The project's designed to be built in two stages, phase one for 40,000 tons per annum and phase two for a total capacity of 80,000 tons per annum over a 40-year mine life. The production capacity for Thacker Pass will be able to support over 1 million EVs per year or approximately 40 million EVs over the course of its mine life. The first years are much more representative of the project operating and economic performance. They incorporate the optimizations in blending different ores to improve leaching and extraction rates, increasing sulfuric acid utilization, and the result is producing more with the same footprint and without expanding the sulfuric acid plant operation. The capital cost for phase one is approximately $2.3 billion, including a 13% contingency and based on costs that were updated in the third quarter of 2022. For the second phase, the initial cost is roughly $1.7 billion. From an economic perspective, using Wood Mackenzie's long-term forecast, we get an after-tax net present value of 8% discount of approximately $5.7 billion with an unlevered 21.4% IRR. Operating costs are approximately $6,700 per ton, which is largely tied to the cost of sulfur, which has decreased substantially over the past year. We also note that in the initial 10 years, once ramped up, we expect operating costs to be less than $6,000 per ton, when including the 10% tax credit from the Inflation Reduction Act. I'll add that tax credit does not sunset. Over the life of the project, we expect the asset to generate over $1 billion of EBITDA per year on average. On the bottom half of the page, we've broken out EBITDA over the life of mine and show a sensitivity analysis across a range of prices. At $12,000 pricing, we're still making a healthy EBITDA. Next slide. Here is a visualization of the processing facilities that we will build at Thacker Pass based on the process we've proven at our tech center. We'll be running the same process as the tech center, but on a larger scale. For processing steps that are new to the lithium industry, we tested the process on commercial scale equipment. Next slide, please. Here we have a subset of the North American executive team that will help lead Thacker Pass into construction. As announced in late 2022 with the news of a strategic separation, I will remain CEO of the North American business. Some of the other folks on the page, Alexi Zawadzki, has done a tremendous job for the last 6 years working on with both our team and with the local communities to move the project to the construction stage. Going forward, he will continue to lead sustainability and exploration efforts for the North American company. Richard Gerspacher joined our team in early 2022 and was previously at Fluor, leading large capital projects globally to include construction of lithium projects in Western Australia. Over the past year, he has built up the LAC construction and execution teams. Richard will be central to overseeing the construction at Thacker Pass. Additionally, we've recently engaged and contracted with Bechtel, a trusted industry-leading EPCM contractor, to lead the construction process for Thacker Pass. Next slide. I won't read this slide out in detail, here we've outlined the execution and construction team for both LAC and Bechtel. The key takeaway is that we've assembled a very experienced team with the expertise to build Thacker Pass. We are excited about our partnership with Bechtel and look forward to working with them to bring Thacker Pass into production. Next slide. We expect to commence construction by mid-2023 once we have a ruling on the Record of Decision appeal. The construction timeline is a conservative three years. We expect Phase 1 ramp up and first production to occur in the second half of 2026. The website version of this presentation has more slides on the feasibility study results in the appendix for your reference. Next slide. In summary, putting the GM transaction and Thacker Pass construction plan in context of where Lithium Americas is today, we see many exciting potential catalysts for the near future that will drive value for our shareholders. Starting with the Transformer transaction we announced today, we're excited to have GM as our largest investor and offtake customer to jointly advance the development of Thacker Pass. Together, we are helping onshore America's transition to an electric economy and generate much needed job growth and economic development. As announced earlier, we're expecting a Record Decision appeal ruling in the coming months. A favorable appeal outcome will be the next step in advancing the project towards production. We've also been working closely with the Department of Energy to secure funding under the ATVM loan program, and pleased to have a supply agreement investment supporting the development of a North American supply chain. Also, we've been working towards the separation of our U.S. and Argentine businesses and expect the separation to occur in Q3 2023. As standalone business units, the U.S. and Argentina businesses will have the flexibility to pursue independent strategies and focus each business's representative leadership teams on the successful execution of business strategies in their own geographic areas. We expect to unlock additional value for shareholders through this separation process. With that, we'll open the line to analysts for Q&A. Operator, if you can please queue the first question. Thank you. At this time, I'd like to remind everyone in order to ask a question, press star one on your telephone keypad. Your first question comes from Whale MacMurray from Cormark. Please go ahead. Hi, good morning. Congratulations. Obviously a lot of accumulation of a lot of work. First question is around the process itself. Like, can you speak to how robust the process was in terms of perhaps other companies that were interested and what made you choose this particular investor? Thanks, Mac, and thanks for joining us. It was a long process. We started in earnest last spring, and we've talked to a variety of parties, probably more than 50. Right from the very beginning, you know, GM's vision has been aligned with ours on advancing this project. They've done a great amount of due diligence, and the strategies and alignments in terms of where we wanna go and what the possibilities are at Thacker Pass has resonated with General Motors. Additionally, from a cultural and from a corporate perspective, it was just really a great match right from the very beginning. We're really proud that we chose GM and they chose us as well. It's I think it's gonna be hugely fruitful partnership. We're really proud to be able to work with them closely to develop the product that they need. You know, there's future potential opportunities here for us to continue to modify our business model to supply General Motors as they grow in the North American and global EV market. Just to follow on that, was the process limited to Thacker Pass, or is there any impact here on potential partnerships of similar nature with Argentina? We kept this process focused on Thacker Pass, this being the next project that we needed to partner and wanted to ensure we have it fully funded. The processes are limited to Thacker Pass. My second question was around the CapEx in the project. Did you explore the ability to bring in other partners for things that you wouldn't really say are core to making lithium carbonate? For instance, the acid plant or cogen plants or whether there's logistics or rail, that type of thing in the CapEx. Is there a possibility that you could bring in partners that you would use to build that and really enter into a sort of a, an agreement to purchase those services or chemicals, for instance? Yeah. We looked at a variety of different models. There were other, I will say partners or investors that were interested in particular parts of the flow sheet. General Motors was much more of a holistic solution where it gets more complicated when you get into separate parties deploying CapEx, you know, within the operating areas. The model and I think the breadth of investment that GM offered in exchange for the phase I offtake for the at least 10 years, the option to grow to five more was a lot cleaner. There were parties that were interested, particularly in... We already have a party on the mining side. That's a long-term service contract that we have with Sawtooth Mining, which is a division of North American Resources. It became a little bit more complicated when you start carving out, say, just the reagent plant or transloading facility and things of that nature. This was the cleanest and most efficient structure with having a holistic model like this that was with one partner. Okay. I have more questions, but I'll jump back in the queue, and maybe have a second go around later. Thanks. No. While you prefaced a little bit, I'll keep going on the CapEx here. I know I'm gonna get a lot of questions on this. I think what I'll preface before the questions is, I think this group should get used to this type of CapEx intensity, which really you can draw parallels, and there are already many projects in Australia that represent what you see right here in terms of the quantum of cost. For a fully integrated project from mine through processing, you can look no further than Australia and projects that are very similar size to this with this type of price tag. I know there's lots of feasibility studies that are out there. Of course, the publishing time between our pre-fees and our final DFS here was over the course of five years. There was a lot of work done in between and a lot of modifications done in the process to reflect things that we've learned, things that we have, integrated here to go above and beyond from a permitting standpoint that come out with this final project, structure that we have here and cost associated with it, so. Your next question comes from David Deckelbaum from Cowen. Please go ahead. Good morning, John. Thanks for taking my questions, and congratulations to you and your team and the GM team. Thanks, Dave. I was hoping that you could maybe illustrate a bit more for us how you're thinking about the unfunded CapEx at this point. You've talked about the ATVM loan process. Should we envision the potential for prepaid offtake coming from GM in the future? It seems like the timing for obviously phase two would be coinciding with full production, I guess with phase one. If we think about that upfront, you know, phase one CapEx of $2.3 billion from now until, I suppose, 2026, how do you conceptually think about bridging that without other sources of cash flow right now? I look at the loan being a major component of the remaining capital stack that we have here. As I mentioned in the earlier part of the conference call, we're very advanced with the ATVM and the loan office itself. We're at sort of the penultimate step where they're would issue a letter of substantial completion. We were very thoughtful about who we picked as a partner in terms of who the party was, where this insurer was going, but also the quantum of investment. That was the final piece that we've needed to move the ATVM process into the final stage. I think folks can also look at General Motors as already worked with the ATVM loan office to get a loan for their Ultium factories in the Midwest. I think the quantum of that loan was two and a half billion dollars. I think you can look at the example of Eye and Ear, where depending upon how much offtake is accounted for, and in this case, we have 100% of our offtake accounted for for the first 10 years with an option to go five more. The loan office generally targets between 55%-75% of the CapEx that they'll consider for a loan. Looking at that range, on the high end, even in the mid-range. Also considering what we have cash on our balance sheet and the investment that GM will be investing in the two tranches in the company, which will be all dedicated towards advancing this project, you can do the math where, you know, we can come up with a funding solution here. We'll look potentially if we have to at other sources in the outside market. What we have here really closed the last gap that we need to move the loan process to the final steps. We'll be working closely with GM to ensure that that loan gets in place and is on the higher quantum, which I'm very confident it'll be just given what this represents and what this project will support, which is 3 of the largest battery factories that are going into the Midwest that GM is actively building with LG. Does that answer your question? Yes. Yeah, certainly to the extent that you can right now, but I appreciate that. Just, you know, as a, as a quick follow-up, the, the feasibility, one, it wasn't entirely clear to me if the economics were including IRA benefits. Is the final flow sheet at this point to produce a lithium carbonate product, or would there also be flexibility to get to hydroxide? We are permitted to make hydroxide, but the flow sheet and the feasibility study to support it is for battery-grade carbonate. We will work with GM, potentially beyond this, if that type of capacity is needed for them. I would say it's probably better not to do it on the site here, and maybe do it at a brownfield site somewhere else. I'm prefacing myself in terms of future discussions with GM going down the road. We have the ability to do both here. We could add that conversion capacity on site if we wanted to. As the feasibility study and the flow sheet is designed today, it's to make lithium carbonate. Thank you. Your next question comes from Stephen Richardson from Evercore. Please go ahead. Thank you. John, I was wondering if you could talk a little bit about the pricing mechanism, in place here in terms of, you know, mentions, you know, market prices. How should we think about that? you know, spot carbonate kind of on the screen or index price or, you know, what an alternative contract would be with somebody else? I just wonder if you could kind of talk about that, and if there's any kind of floor or ceilings, that you envision in that commercial agreement? Yeah, I want to be careful here not to get into too much detail because a lot of that is confidential. The pricing formula does reference a market index, and then there's a discount formula that's applied to that. I mean, I have a lot of experience with offtake agreements, and I'll say that this agreement meets GM's need, and it certainly meets our need as well. It's a very equitable and very good compared to what I've seen in the industry in the past. Understood you're somewhat limited, but thanks for helping clarify. Maybe as a follow-up, another question is, can you just talk about GM's involvement in the project as you head into construction phase? You know, one of the things that strikes us is that, you know, the involvement of the offtaker from the beginning here, will likely, you know, speed your time in terms of qualifying the product and getting the product into a cathode. I wonder if you could talk about that and how that's kind of structured as you move forward with the partner? Yeah. We'll work close with General Motors to ensure that the quality of the product here meets, you know, whatever the requirements they have with the cathode chemistries. I think that can change over time as well. This will be an ongoing relationship where we're talking frequently, and they're communicating any needs that they see changing in terms of what the requirements are to feed their cathode and battery operations. In terms of being involved in, you know, the construction itself, I don't envision that. We have an EPCM, and we have an owner's operator team in-house. General Motors certainly will be very helpful in ensuring that the DOE funding is closed as well. You know, going forward, as I mentioned before, there's an opportunity here. I think, this type of design and when, if you look at the industry in general, carbonate is sort of the Swiss Army knife of, the lithium industry, in that it's easily transported, easily stored, and it's very easily converted into lithium hydroxide. A conversion facility for converting carbonate to hydroxide is much simpler than doing a fully integrated plant like this from spodumene all the way through to hydroxide, which are typically, you know, single use. That's an opportunity in the future here as well, if that's something that GM is interested or needs that we can collaborate on, potentially tap further government funding, whether that's DoD or DOE funding, or even contemplate or consider doing something like this in Canada, given there's available funding in Canada as well for those types of facilities. Of course, you know, GM's a partnership with POSCO, and it's a large assembly plant in Ontario. There's a lot of things that we can work on together in the future, for us being a, you know, key supplier of them and helping to meet the material needs that they're gonna need as their business grows and potentially changes in terms of chemistries needed over the coming years. Thanks so much for the clarifications. Congratulations. Your next question comes from Ben Isaacson from Scotiabank. Please go ahead. Thank you very much, good morning, congrats on the deal. Is GM able to take a question? Yes, sure. Great. I just wanted to understand the process on your side. Can you talk about what made Lithium Americas stand out first of all? Second of all, can you put this deal in the context of what your needs are gonna be in terms of supply security, how much lithium do you envision that you'll need over time, et cetera? Thank you. Thanks for the question. Like John said, for us, fundamentally, alignment on our core values and principles was the biggest factor in choosing our partners. We've been extremely selective in who we work with. Lithium Americas, their entire team, and like John said, we did an extensive due diligence process, including from a legal standpoint, from a technical standpoint, as well as from a commercial standpoint. The process was quite intensive. Finally, we ended up choosing to work with Lithium Americas. As far as our needs, this would, the first tranche here represents probably about, I would say, 20% of what we need by 2030. Like I said in my opening comments, we've already secured enough to produce 1 million EVs annually. This would be on top of it. Great. Thank you very much. Your next question comes from Noel Parks from Tuohy Brothers Investment Research. Please go ahead. Can you hear me? Yeah, I hear you. Okay, great. Just trying to get a little bit of a sense of the terms of the arrangement, I guess, when it comes down to the marketing. I was trying to get a sense of is GM gonna be involved in the processing economics? For instance, if Lithium Americas in the processing stages achieves greater efficiencies over time, does GM share in that, or is basically the entire cost side sort of on the Lithium Americas side and the market prices is really GM's main exposure there? The way the pricing structure is and pricing formula, it's not contemplated to be a, you know, a cost share or profit share. We're responsible for the operating costs of the facility itself. I don't expect GM to be involved in the day-to-day processing of the material itself. The offtake agreement, you know, contemplates, you know, the entire annual production as we get into phase one, to be earmarked for General Motors. If they don't need some of that production, we can sell it into the marketplace. Knowing the numbers and the growth numbers that Sham talked about, and their global needs and our aim is to be all this product to be used at General Motors if they need. Great, thanks. Is there any timeframe or time window as far as the Record of Decision and the agreement? Or is it essentially open-ended for whenever that finally gets finalized? We expect to have the Record of Decision or the appeal results anytime. The judge said a couple of months, I would expect in the near term. I don't think it's gonna take six months, I'm not gonna debate that. We expect to have tranche 1 done this year prior to separation. As mentioned before, tranche 2 done post-separation into the North American business. Great. I don't know if this is something that you are really in position to discuss, but can you I'm just thinking about the chances of consolidation, and growth in the industry on the EV side and the lithium side. Are there any change of control type provisions? You know, GM spins off its EV business into another entity or anything that affect the terms of the deal? I mean, can it be assigned to, you know, a successive entity or is it does that set any condition in motion that would that could change the terms? The contract is with General Motors. However, they have the ability to have us direct the material to a third party, which I assume would be one of their suppliers as well, under the same, you know, pricing conditions and terms that General Motors would be paying us directly or under the same contract. I can't comment on, you know, whether GM spins this business off, but I'm sure this would survive as well. The agreement as is with GM holdings, so. Great. Thanks a lot. Your next question comes from Santhosh Seshadri from HSBC. Please go ahead. Hi, thanks for taking up my questions. First of all, congratulations for the partnerships. I have a couple of questions. Firstly, is there any sort of take or pay terms included in this agreement? Are there any penalty clause for any possible project delays? That's my first question. My second question is on the CapEx side. If you could break down how much of the CapEx is something flow sheet specific, due to the use of sulfide as a raw material, and how much of this is to meet the GM specific product requirements? Thank you. I'll start with the second one. We had several flowsheet changes here, but we also did have some changes that were made due to quality. As, you know, battery grade requirements have changed over the last five to six years, when the first pre-pre-feasibility study was published. The facility is also bigger. We were able to grow the facility while keeping the size of the asset plant more in line with what it was conceived for a 30,000 ton plant, just because of a lot of work that we've done over the last couple of years to increase efficiencies and reduce acid consumption. All of that also helps to reduce the amount of sulfur that's needed. Additionally, on top of this, there's things that we've done here like dewatering, Zero Liquid Discharge and so forth, that are all aimed around either maximizing water recycling, going above and beyond what the environmental regulations are or are thought maybe could go in the future. You know, trying to build a lot of this into the project upfront, which all, you know, reflected itself in a bigger project, a larger scale, a higher cost, of course, but also with a very robust process that develops a really pure lithium compound at the end of the day. We've replicated this process externally. We've also done it internally, as folks have been out to our tech center, which the scale there is larger than what a company would use if they were sizing equipment. We're at a higher scale than that. We also have a really high-end analytical lab, which is even better than the local university, to be able to do our own standards and testing. We also hired a third party to come in prior to our process here to look for and select a partner, where we had a third party actually come in and audit all of our work, almost like a feasibility study, if you will, and sign off and agree as well, that they believe the process works and as well. That process was repeated as folks have come in and hired their own folks. As Sean said, folks have hired their own engineering companies to kick the tires. We've been through many, many tests with all this stuff. I'm proud to say when we got this, the center built and actually started it up, we were making battery-grade lithium carbonate within 48 hours. This is material that's 99.7+% pure right off the line. Some of the processes were tested at a larger scale, especially the front-end process, which is the beneficiation process with the crushing, attrition, scrubbing, and separation of the process prior to dewatering. That was done in Florida for almost a six-month period with Thacker Pass ore, and that was actually run with a production scale cyclone. That equipment's all been moved under our roof and we can continue to use it now at our tech center in Nevada. Long-winded way to say this is, we've looked at this from every angle. We've learned a lot along the way. We've integrated a lot of improvements here to increase efficiency, as well as to improve and ensure that we have the highest ESG and sustainability standards around us as well. It's a flow sheet that we stand behind, and it's passed several tests from many external folks that have come in, including General Motors, who have put a lot of time and effort into doing a very thorough due diligence. We feel really confident. I'm not gonna speak for GM, but I think they do as well. They're very well educated in this business. We've talked to a lot of OEMs and a lot of battery companies, and I give GM a lot of credit in that their team was really highly educated and understand this sector very well. They know what they need, and they also understand the processes very well here too. It's been a long process, but I think a good one as well, in that you're required to have to prove yourself, even as you've brought other folks in on our own to ensure that we're doing the right things here. The process is very robust, and it's actually quite simple. We're borrowing from stuff that's already existing here, and actually, the processing plant for it is something that's practiced every single day in the spodumene world. It's kinda going back to basic engineering, utilizing what's tried and true, and it's been proven in industry for, in a lot of cases here. None of this equipment here is new. I hope that answers your question on the, on the flow sheet changes side. That's how we came about. Yeah, it does. Thank you. So sorry, before, just to follow up on that. You sort of touched upon this, but just to confirm, if this is the level of CapEx intensity that you see as the benchmark for other similar projects in US and possibly North America, irrespective of flow sheet? Uh, the- If the answer is yes, do you think the industry is generally aware of this trend? Yeah. You can see it in Australia. Like we're under different disclosure standards, being a Canadian-listed company with 43-101. There are other public companies that don't have to disclose like this, there's enough numbers out there that I think you can start seeing costs that are approaching $2 billion or over $2 billion. For projects of this scale that are in Australia that use spodumene. The benefit here for our project is that the footprint's a lot lower, the CO2 footprint especially, water utilizations, and so forth, and it's all integrated on one site. As I mentioned early in the call with Matt when he answered the question, this is realistic. This is not a spodumene mine that's making SC6 and exporting it someplace else. This is all in one place. It's a mine to a refined product all in the same footprint. There's precedent of this in Australia, and I think you'll see the same types of things in Canada for projects that are integrated as well as in the U.S. and even in Europe. This is reality. Your next question comes from Craig from Acheson. Please go ahead. Hi. Good morning, guys, and congrats on the deal. It seems like to unlock the value here and the separation of business, everything kind of hinges on getting a positive ruling and Record of Decision. There's also, I guess, one of the conditions here of the investment is related to water rights transfers with Thacker Pass. Just considering the federal judge had flagged a connection with Rosemont case, where you need to have... In order to have a valid claim, there has to be a valuable mineral deposit underneath your tailings dams or waste rock disposal. How much of a risk is that to the Record of Decision process in your view? Then maybe could you just give some context with respect to the condition of the water rights transfers? Thanks. Yeah. Thanks, Craig. The Rosemont case was very specific, and actually, I think it's a little misunderstood as well, and that the question of mineralization or mineral rights where the waste rock was going for Rosemont was never a question. There was never any mineral rights under where that waste rock was supposed to go. We believe, and our external attorneys believe in that the likelihood of permits being pulled here is extremely low. We do have mineralization all around the site. We placed our waste rock pit in a certain place just because there's some basalt underneath it. Our legal opinion on this, and we believe from the court that we'll either be allowed to move forward unfettered, or if there is any sort of remedy that's imposed, that we'll be able to actually move forward with our construction activities while the remedy is being put in place. I mean, we've looked at this from every angle. We also have to remember here that our project's on BLM land, the Department of the Interior land, so this isn't forestry or USDA, and there are major differences between permitting and other rules and regulations that you have to follow depending upon what federal jurisdiction you're under. So we're very confident that we're gonna be able to move forward. The water rights, that, you know, we expect to have those within the first half of this year. We can move forward with construction even if that's delayed, but the likelihood of that I think is low. The state office has been slow on that just due to manpower and being backed up. I actually spoke to the new NDP Director in Nevada two weeks ago. We're very confident that we'll be able to get all the water rights that we need for phase one. Okay, great. Thank you, guys. There are no further questions at this time. I will turn the call back over to John for closing remarks. I really appreciate everyone joining us today, I'm really have never been more excited about Lithium Americas, our future, our alignment, and joint efforts with General Motors to move this project forward. Thank you a lot for everyone for joining us today. Thank you. This concludes the disc conference call. You may now disconnect.