Largo Inc 6-K, filed Mar 30, 2022
Largo Inc. (LGO)
About this 6-K
Largo Inc filed this 6-K on March 30, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 001-40333
Largo Inc.
(Translation of registrant's name into English)
55 University Avenue
Suite 1105
Toronto, Ontario M5J 2H7
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibit Index
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Notice of Change of Auditors for Largo Inc. | |
| 99.2 | Letter from Successor Auditor for Largo Inc. | |
| 99.3 | Letter from Former Auditor for Largo Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 29, 2022 | ||
| LARGO INC. | ||
| By: | /s/ Ernest Cleave | |
| Name: | Ernest Cleave | |
| Title: | Chief Financial Officer | |
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TO: |
British Columbia Securities Commission |
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Alberta Securities Commission |
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Financial and Consumer Affair Authority of Saskatchewan |
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Manitoba Securities Commission |
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Ontario Securities Commission (as Principal Regulator) |
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Autorité des Marches Financiers |
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Financial and Consumer Services Commission, New Brunswick |
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Nova Scotia Securities Commission |
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Office of the Superintendent of Securities, Prince Edward Island |
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Office of the Superintendent of Securities Service Newfoundland and Labrador |
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Office of the Yukon Superintendent of Securities |
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Nunavut Securities Office |
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Office of the Superintendent of Securities, Northwest Territories, |
March 18, 2022
Dear Sir/Madam
Re: Notice of Change of Auditors for Largo Inc.
Pursuant to National Instrument 51-102, Largo Inc. hereby provides change of auditor notice as follows:
• On March 15, 2022, the PricewaterhouseCooper LLP ("PwC") of Toronto, Ontario resigned as Largo Inc.'s auditor, at the Company's request,
• On March 15, 2022, Largo Inc. appointed KPMG LLP ("KPMG") of Toronto, Ontario, to fill the vacancy created by the resignation of PwC, and to hold such position until the close of the next annual meeting of shareholders of Largo Inc.
• The resignation of PwC and the appointment of KPMG was considered and approved by both the Audit Committee and Board of Directors of Largo Inc.
• There were no modifications of opinion by PwC in the Auditors' Reports of the two most recently completed fiscal years ended December 31, 2021 and December 31, 2020.
• The Board of Directors of Largo inc. is of the opinion that there were no "reportable events" as defined by National Instrument 51-102, which occurred in connection with the audit of the two most recently completed fiscal years or for any period subsequent to the most recently completed fiscal period for which an Auditors' Report was issued.
• Dated at the City of Toronto in the Province of Ontario, this 18th day of March, 2022.
| Yours very truly, | |
| (Signed) "Liz Valente" | |
| Liz Valente, General Counsel and Corporate Secretary | |
| Largo Inc. |
March 21, 2022
To: British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers (Québec)
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland & Labrador
Office of the Superintendent of Securities, Government of Prince Edward Island
Office of the Superintendent of Securities, Northwest Territories
Office of the Yukon Superintendent of Securities
Nunavut Securities Office
We have read the statements made by Largo Inc (formally Largo Resources Ltd.) in the attached copy of change of auditor notice dated March 17, 2022, which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.
We agree with the statements in the change of auditor notice dated March 17, 2022.
Yours very truly,
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
PricewaterhouseCoopers LLP
PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2
T: +1 416 863 1133, F: +1 416 365 8215, www.pwc.com/ca
"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
KPMG LLP
Bay Adelaide Centre
333 Bay Street, Suite 4600 Toronto, ON
M5H 2S5 Canada
Tel 416-777-8500
Fax 416-777-8818
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Autorité des marchés financiers
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Office of Superintendent of Securities, Government of Prince Edward Island
Office of Superintendent of Securities, Northwest Territories
Office of the Yukon Superintendent of Securities
Nunavut Securities Office
March 22, 2022
Dear Sir/Madam
Re: Notice of Change of Auditors of Largo Inc.
We have read the Notice of Largo Inc. dated March 18, 2022 and are in agreement with the statements contained in such Notice.
Yours very truly,
Chartered Professional Accountants, Licensed Public Accountants